VENDING MACHINE AGREEMENT

VENDING MACHINE AGREEMENT

This VENDING MACHINE AGREEMENT (the “Agreement”) is made as of this ________ day of _________, 20_____ (“The Effective Date”), by and between;

 

 [NAME OF VENDOR] of address [ADDRESS] (The “Vendor”) 

AND

[NAME OF CLIENT] of address [ADDRESS] (“The Client”)

 

WHEREAS, the Vendor purchases, installs and services vending machines containing [DESCRIBE PRODUCTS] (“Vending Products”) 

WHEREAS, pursuant to the terms and conditions of this Agreement, the Client desires to appoint Vendor as an independent contractor to install and service such Vending Machines at a specific location(s) as set forth on Exhibit A (“Locations“) and Vendor desires to provide such vending machines to Client;

NOW THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

  1. Term. 

This Agreement shall be effective as of the Effective Date and shall have an initial term of (   ) months. 

  • Appointment of Vendor
      1. Client hereby grants permission to Vendor to install Vending Machines at the Location(s) as set forth in Exhibit A.
  • Theft and Vandalism 

Client shall take all reasonable precautions to assure that the Vending Machine(s) are not vandalized, damaged or manipulated in any way. Should theft of the products contained in the Vending Machine(s) or vandalism to the Vending Machines itself occur the Client shall notify Vendor as soon as practicable. In the event that theft and/or vandalism continue, vendor reserves the right to remove the Vending Machine(s) without notice and without penalty, loss or default under this Agreement.  All other Locations shall remain active.

  1. Vendor’s Obligations.

Vendor shall use its commercially reasonable efforts to install, regularly service and properly maintain Vending Machines to Company at the Locations. [Vendor shall install Vending Machines as soon as reasonably possible].

  • Prices, Payments and Payment Terms.

Client agrees to pay vendor ______________ [amount]

Late Payments may be penalized. If any amount is not paid when due hereunder, in addition to such past due amounts, the party entitled to payment shall be entitled to recover from the other party the costs and expenses incurred in connection with collecting the same (including costs of investigation and attorney’s fees).

  1. Limitation of Liability. 

IN NO EVENT SHALL EITHER PARTY BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR LOSS OF PROFITS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY. EXCEPT WITH RESPECT TO A BREACH OF THIS AGREEMENT, THE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY VENDOR WITH RESPECT TO THE VENDING MACHINES GIVING RISE TO SUCH CLAIM.

  1. Indemnity of the Parties. 

If notified promptly in writing of any action (and all prior claims relating to such action) against either party based on a claim arising from (Limitation of Warranty), any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty or this Agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its’ prior written consent.

  • Independent Contractor Relationship.

It is expressly understood and agreed that during the Term of this Agreement, Vendor’s relationship to the Client will be that of an independent contractor and that neither this Agreement nor the Services to be rendered hereunder shall for any purpose whatsoever or in any way or manner create any employer-employee relationship.

  • Compliance with Law

Vendor shall assume and accept all responsibilities which are imposed on independent contractors by any applicable statute, regulation, ruling or otherwise. Vendor represents and warrants that he is and will continue to be an independent merchant or enterprise within the meaning and requirement of any laws or customs [in the Territory]. 

  1. Termination. Notwithstanding anything herein to the contrary, either party may terminate this Agreement at any time with or without cause upon thirty (30) days’ prior written notice.

Miscellaneous

  • Entire Agreement

The provisions of this Agreement, including any Exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof, and this Agreement supersedes all prior agreements or representations, oral or written, regarding such subject matter. This Agreement may not be modified or amended except in a writing signed by a duly authorized representative of each party.

  1. Governing Law

This Agreement will be construed in accordance with and governed by the laws of the [STATE] without regard to the principles of conflicts of laws thereof. In addition, the Client and Vendor acknowledge and agree that the courts located in County shall have exclusive jurisdiction in any action or proceedings with respect to this Agreement, including the federal district courts located in such county.

  • Force Majeure 

If the performance of any obligation (other than payment obligations) under this Agreement is prevented, restricted or interfered with by reason of war, acts of terrorism, civil commotion, acts of public enemies, blockade, embargo, strikes, order, proclamation, regulation, ordinance, demand, or requirement having a legal effect of any government or any judicial authority or representative of any such government, or any other act whatsoever, whether similar or dissimilar to those referred to in this Section 13, which is beyond the reasonable control of the party affected, then the party so affected shall, upon giving prior written notice to the other party, be excused from such performance to the extent of such prevention, restriction, or interference, provided that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed.

  • Notices

All notices and other communications required or permitted hereunder will be in writing and will be delivered by hand or sent by overnight courier, fax or e-mail to the parties at the addresses first referenced above.

Each party may furnish an address substituting for the address given above by giving notice to the other parties in the manner prescribed by this section. All notices and other communications will be deemed to have been given upon actual receipt by (or tender to and rejection by) the intended recipient or any other person at the specified address of the intended recipient.

  1. Amendment and Waiver

This Agreement may be amended only by a written agreement executed by the parties hereto.   No provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given, and will not constitute a continuing waiver.

 

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duty authorized representative as of the Effective Date.

 

[NAME OF CLIENT]

 

By: Its:    

 

[NAME OF VENDOR]

 

By: Its:    

Exhibit A

 

LOCATIONS

 

Current Locations (the ” Locations”)
1.
2.
3.
4.


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