This Profit Sharing Contract (“Contract”) is made on ____________ byetween ____________________________ of __________________________address in ____________________________________ (hereafter “Client”), ____________________________________of __________________________________address (hereafter “Supplier”) and CupZero, Inc of address in 33 MalcolmX Blvd, Brooklyn, NY 11221 address (hereafter “Supplier”).
Individually referred to as “Party” or collectively as the “Parties”.
Supplier is in a business to provide an environmentally friendly way to use reusable cups (“Equipment”). The concept of this business is, the Supplier provides the Equipment to be used in the events, and after the event the Equipment is returned back to the Supplier.
The Client is looking for more environmentally friendly ways to do its business and wants to use reusable cups. Therefore, the Client is interested to rent the Equipment for its purposes.
The Operator has been hired by the Client to run the bar and the production at the Client’s event. They shall process the bar sales transactions through a POS system.
The Client charges a cup deposit to attendees for the Equipment who on occasion don’t claim their cup deposit refund and the Client keeps that cup deposit which generates revenues to the Client.
The Parties are hereby agreeing to be bound by the terms and conditions of this Contract for renting and returning the Equipment.
THE PARTIES HERETO AGREE AS FOLLOWS:
RENTING OF EQUIPMENT: The Client shall specify the details including but not limited to the date, time, number of units needed, time of return, location (“Details”) while renting of the Equipment. The Supplier shall make a note of all these and prepare a delivery sheet detailing the Details (“Delivery Sheet”). Every time the Client wants to hire the Equipment, the Supplier shall prepare this Delivery Sheet and the Client shall sign it as an acknowledgement and affirmation of Details and renting of Equipment and Supplier’s services. Each Delivery Sheet shall be as per the terms and conditions of this Contract and shall be considered as a part of this Contract.
If the equipment is returned late, the Client will be charged $0.05 per unit per day for every day that it’s late.
The Supplier will deliver the equipment to the location agreed upon with the Client. Delivery charge is $40.00 per event in Brooklyn and Queens, $50.00 per event in Manhattan, and dependent on the distance for other locations. Delivery charge includes pick-up from the same location.
PICK-UP AND DROP OFF EQUIPMENT: The Supplier shall deliver the Equipment to the location mentioned in the Delivery Sheet which is agreed by the Client. The Equipment shall be collected back by the Supplier on the date mentioned in the Delivery Sheet. The delivery charges for the pick-up shall also be mentioned in the Delivery Sheet which will depend upon the location.
DEPOSIT: The Client shall send $5K deposit to the Supplier before the start of the event
DAMAGED OR NON-RETURN: The Client shall be charged $1.00/unit excluding any applicable taxes if any of the equipment is returned damaged or any of the equipment that is not returned. The Client shall be charged with the cost for repair or replacement (excluding taxes) if any other equipment than the cups is returned damaged or not returned. This cost shall be calculated within three days of the return process and a separate invoice shall be issued by the Supplier and this payment shall be made by the Client within 5 days of receipt of this invoice. The Supplier reserves the right to deduct the fine from the Deposit as the case may be.
CANCELLATION FEE: If the Client cancels the order within 48 hours of the scheduled delivery, the Client has to pay ______% of the Deposit fee mentioned above as cancellation fee. If the Equipment is ordered and delivered but it has not been used then the Client shall not be provided with any refund. This cancellation shall be made in writing by the Client and it is upon Supplier’s discretion to provide the refund.
Notwithstanding the foregoing, once the order is placed and the Delivery Sheet is signed orders cannot be terminated, cancelled, or modified except the Supplier’s written consent and/or subject to reasonable charges mentioned in this Clause above.
ACCEPTANCE OF EQUIPMENT: The Client shall inspect the Equipment at the time of delivery. Unless Client provides Supplier with notice of any claim, shortages of, or defects in the Equipment, including without limitation any claim relating to quantity, condition, loss, or damage thereto, at the time of delivery, such Equipment shall be deemed finally inspected, checked, and accepted by Client. After the acceptance of the delivery, the Client acknowledges all responsibility for damage or injury caused by the use of the Equipment.
.The Client gives permission to the Operator to transfer all the net cup deposit revenues to the Supplier minus the $5K deposit and the Operator agrees to effect the said transfer.
The Supplier shall have access to the live bar sales data during the event to monitor cup deposits: drinks sold in cups, cup deposit charged, and cup deposit refunded.
The Operator shall be liable for the cup deposit charges e.g persons buying drinks should be charged cup deposits if they don’t have a cup unlike those with cups. In addition, the number of cup deposit collected each day during the event has to be higher than the number of people who bought at least one drink served in a cup failure to which the Operator shall be liable to the Supplier for regular rental fees – $0.35/cup used + $1 for each lost/damaged cup + shipping and delivery fee of $3,000.
No other disposable cups shall be allowed to be used at the event except champagne flutes.
PROFIT SHARE: The Supplier’s cups create an additional revenue stream when attendees to Client’s event don’t claim the cup deposits refund. In consideration of this, the Supplier shall be entitled to [___%] of the Profits from the Supplier’s reusable cup program.
“Profits” are deemed to be calculated as follows: net cup deposit revenue (cup deposits collected minus refunds and transaction fees) less the costs associated with the reusable cup program (cup rental fee, damaged or non-returned cup fee, shipping, labor and other expenses to manage the cup program, travel expenses, and other misc. direct expenses).
SHARING OF INFORMATION: The Supplier shall receive relevant data including but not limited to number of drinks sold with our cups, deposit collected, deposit refunds and any other relevant data from either the Client, Client’s event organizers or Client’s Caterers in charge of handling the Equipment to assist in the determination of unclaimed deposits and calculation of profit that needs sharing.
EXPENSES: Expenses claimed by either party needs to be approved by both parties upon presentation of receipts of such expenses.
PAYMENT TERMS: The Profits from the Supplier’s reusable cup program shall be calculated within three days of the end of the event. Payment for all expenses incurred by the Supplier and the Supplier’s share of the Profits shall be made by the Client within 5 days of receipt of this invoice. The Client will deposit payment to the Supplier through agreed Payment Method.
TITLE AND OWNERSHIP: The ownership and title of Equipment shall always be with the Supplier. At no point of time shall the ownership and/or title shall pass to the Client unless otherwise expressly provided by the Supplier in writing.
NO WARRANTY: Supplier shall provide the Equipment “as is” without any warranty, expressed or implied.
INDEMNITY: Client shall hold harmless, defend, save, and indemnify the Supplier and its agents, employees, officers, directors, and its respective heirs, assigns, successors, and executors from and against any and all liability, claims, demands, whether groundless, false, or fraudulent, costs (including expert and attorney’s fees), damages, losses, judgments, or awards, brought by a third party or parties arising out of or in any way connected with any act or omission of Client. The duty to defend as provided herein is separate and distinct from the duty to indemnify, and shall arise immediately upon the tender of any third party claim or demand, and shall continue until it is conclusively proven that there is no possibility for indemnity.
LIMITATION OF LIABILITY: Supplier’s liability (whether under the theories of breach of contract or warranty, negligence, strict liability, or otherwise) for the Equipment shall be limited to replacing such Equipment. The refund shall be paid by the Supplier as per the discretion of the Supplier. The Parties hereto expressly agree that Client’s sole and exclusive remedy against the Supplier shall be for the replacement of defective Equipment subjected to Clause 6 (Acceptance of Equipment) of this Contract or with Supplier’s consent to refund the Deposit which is subjected to Clause 4 (Damage or Non-Return) of this Contract.
FORCE MAJEURE: Supplier cannot be held responsible for any circumstances that may prevent them to deliver the Equipment; these may include but are not limited to, severe weather conditions, traffic delays, pandemics, or lockdown. In the case that Supplier cannot fulfil Client’s rental services due to events beyond Supplier’s control Supplier will contact the Client or the location as soon as possible. In these instances, Supplier’s liability will be limited to the refunding of all payments received from the Client.
INTELLECTUAL PROPERTY: Any trademarks, branding, drawings, designs, and all other intellectual property of the Supplier embodied in, displayed on, or otherwise provided in connection with the Equipment (“Intellectual Property”), shall remain the sole property of Supplier. Without Supplier’s express prior written permission, Client will not (a) remove, alter, or deface any trademark or branding including with or displayed on the Equipment, and (b) reproduce, use, or communicate to third parties of any such Intellectual Property.
REPRESENTATION AND WARRANTY: Each Party represents and warrants to the other Party that it has all requisite power and authority and has taken all necessary actions to execute, deliver and perform this Contract.
WAIVER AND SEVERABILITY: Forbearance or failure of the Supplier to enforce any of the terms and conditions stated herein, or to exercise any right accruing from the default of Client, shall not affect or impair Supplier’s rights arising from such defaults; nor shall forbearance or failure be deemed a waiver of Supplier’s rights in case of any subsequent default of Client.
If any provision of these terms is unenforceable or invalid, these terms shall be interpreted and enforced to the greatest extent possible as if the unenforceable provision or portion had never been a part hereof.
CONFLICTING TERMS: The Parties agree that the terms and conditions of this Contract shall prevail notwithstanding contrary or additional terms, in the Delivery Sheet, rental order, sales acknowledgement, confirmation or any other document issued by either Party effecting the renting of the Equipment.
ASSIGNMENT: These terms shall be binding upon and shall inure to the benefit of the successors and assigns of Client and Supplier provided, however, that Client may not assign or transfer the Contract or these terms, in whole or in part, except upon the prior written consent of Supplier.
MODIFICATION: Parties shall always have the right to add, delete, amend or alter all or any of the terms and conditions of this Contract as agreed mutually and such amended terms and conditions shall be binding on the Parties and it should be in writing by executing addendum to this Contract.
ENTIRE CONTRACT: Client and Supplier hereby agree that this Contract shall constitute the entire agreement between Client and Supplier and no prior or contemporaneous oral or written statement, correspondence, sample, or other terms, quotations, or understandings shall modify, alter, or in any way affect the terms thereof.
DISPUTE RESOLUTION: Any dispute arising out of or related to this Agreement that the Parties are unable to resolve by themselves shall be settled by arbitration in the State of New York in accordance with the rules of the American Arbitration Association. The written decision of the arbitrator(s), as applicable, shall be final and binding on the Parties. Judgment on a monetary award or enforcement of injunctive or specific performance relief granted by the arbitrator(s) may be entered in any court having jurisdiction over the matter.
GOVERNING LAWS AND VENUES: This Contract will be governed by and construed in accordance with the laws of New York, United States of America. All actions or proceedings arising directly or indirectly here from or related hereto shall be litigated or arbitrated only in the State of New York.
IN WITNESS WHEREOF, EACH OF THE PARTIES HAS EXECUTED THIS CONTRACT, ALLBOTH PARTIES, AS OF THE DAY AND YEAR SET FORTH BELOW.
For and on behalf of the Supplier: __________________________
For and on behalf of Client: ________________________
For and on behalf of Operator: ________________________
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