Bakery Vendor Agreement

I. Agreement Overview

A. Purpose

The purpose of this Bakery Vendor Agreement ("Agreement") is to establish a formal understanding between [Your Company Name] ("Company") and [Vendor Name] ("Vendor") for the provision of bakery products to be sold at or through the Company’s retail outlets or distribution channels.

B. Scope

This Agreement outlines the terms and conditions under which the Vendor will supply bakery products, including but not limited to bread, pastries, cakes, and other baked goods, to the Company.

II. Definitions

A. Bakery Products

For the purposes of this Agreement, "Bakery Products" includes any bread, rolls, pastries, cakes, muffins, cookies, and other baked goods.

B. Delivery

"Delivery" refers to the transportation and transfer of Bakery Products from the Vendor’s facility to the Company’s designated location(s).

C. Purchase Order

A "Purchase Order" is a document issued by the Company to the Vendor specifying the quantity, type, and delivery schedule for Bakery Products.

III. Obligations of the Vendor

A. Quality Standards

1. Compliance: The Vendor agrees to comply with all applicable local, state, and federal health and safety regulations concerning food preparation and handling.

2. Product Specifications: All Bakery Products provided must meet the quality specifications outlined in Exhibit A of this Agreement.

3. Freshness: Bakery Products must be delivered fresh and within the best-before date specified by the Vendor.

B. Delivery Terms

1. Delivery Schedule: The Vendor agrees to deliver Bakery Products according to the schedule outlined in each Purchase Order issued by the Company.

2. Packaging: All Bakery Products must be packaged in a manner that ensures their freshness and quality during transit.

3. Inspection: The Company reserves the right to inspect all Bakery Products upon delivery and reject any products that do not meet the agreed-upon quality standards.

C. Pricing and Payment

1. Pricing: Prices for Bakery Products will be as specified in Exhibit B. The Vendor agrees to honor these prices for the duration of this Agreement unless otherwise agreed upon in writing.

2. Payment Terms: Payment for Bakery Products will be made within 7 days of receipt of the invoice, subject to the Company's approval of the delivered products.

3. Invoicing: The Vendor must provide an itemized invoice for each delivery, including product descriptions, quantities, unit prices, and total amounts due.

IV. Obligations of the Company

A. Purchase Orders

1. Issuance: The Company will issue Purchase Orders specifying the quantity, type, and delivery date of Bakery Products.

2. Acceptance: The Vendor must confirm receipt and acceptance of each Purchase Order within 2 days.

B. Payment

1. Timeliness: The Company agrees to make payments in accordance with the terms specified in Section III.C.2.

2. Dispute Resolution: In the event of a payment dispute, the Company and Vendor will work together to resolve the issue amicably.

V. Term and Termination

A. Term

1. Duration: This Agreement will commence on [Start Date] and will remain in effect until [End Date], unless terminated earlier in accordance with this Agreement.

2. Renewal: The Agreement may be renewed upon mutual written agreement by both parties.

B. Termination

1. Termination for Convenience: Either party may terminate this Agreement for any reason with 30 days' written notice to the other party.

2. Termination for Cause: Either party may terminate this Agreement immediately if the other party breaches any material term or condition of this Agreement and fails to remedy the breach within 30 days of receiving written notice of the breach.

VI. Confidentiality

A. Confidential Information

1. Definition: "Confidential Information" includes any information disclosed by one party to the other party that is marked as confidential or that should reasonably be understood to be confidential given the circumstances.

2. Obligations: Both parties agree to maintain the confidentiality of all Confidential Information and not to disclose it to any third party without prior written consent from the disclosing party.

B. Exceptions

The confidentiality obligations do not apply to information that is:

1. Publicly available without breach of this Agreement;

2. Lawfully received from a third party without restriction on disclosure;

3. Independently developed by the receiving party without use of or reference to Confidential Information.

VII. Warranties and Representations

A. Vendor Warranties

1. Authority: The Vendor warrants that it has the authority to enter into and perform its obligations under this Agreement.

2. Compliance: The Vendor warrants that the Bakery Products will comply with all applicable laws, regulations, and standards.

B. Company Warranties

1. Authority: The Company warrants that it has the authority to enter into and perform its obligations under this Agreement.

2. Use of Products: The Company warrants that the Bakery Products will be used in accordance with the specifications and guidelines provided by the Vendor.

VIII. Indemnification

A. Vendor Indemnification

The Vendor agrees to indemnify, defend, and hold harmless the Company from and against any claims, damages, liabilities, or expenses arising out of the Vendor’s breach of this Agreement or the provision of defective Bakery Products.

B. Company Indemnification

The Company agrees to indemnify, defend, and hold harmless the Vendor from and against any claims, damages, liabilities, or expenses arising out of the Company’s use of the Bakery Products.

IX. Governing Law

A. Jurisdiction

This Agreement will be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.

B. Dispute Resolution

1. Mediation: In the event of a dispute, the parties agree to first attempt to resolve the dispute through mediation.

2. Arbitration: If mediation fails, the dispute will be resolved through binding arbitration in [City, State], in accordance with the rules of the American Arbitration Association.

X. Miscellaneous

A. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.

B. Amendments

Any amendments or modifications to this Agreement must be made in writing and signed by authorized representatives of both parties.

C. Notices

All notices under this Agreement must be in writing and sent to the addresses specified below or to such other address as either party may designate in writing.

D. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

E. Waiver

The waiver of any breach of this Agreement will not constitute a waiver of any other breach, whether similar or not.

XI. Signatures

A. Vendor

[Vendor Name]

Name: [Name]
Title: [Title]
Date: [Date]

B. Company

[Your Company Name]

Name: [Name]
Title: [Title]
Date: [Date]

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