VENDING MACHINE AGREEMENT

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Samples legal papers
March 14, 2023

VENDING MACHINE AGREEMENT

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

[BUSINESS OWNER’S NAME] of address [ADDRESS] (The “Owner”)

AND

[NAME OF CONTRACTOR] of address [ADDRESS] (“The Contractor”)

The Owner and the Contractor shall be referred hereinafter as “Parties” to this agreement.

WHEREAS, the Owner owns vending machines containing products such as beauty products, men hair care and laundry (“Vending Products”);

WHEREAS, pursuant to the terms and conditions of this Agreement, the Owner desires to appoint Contractor as an independent contractor to install and provide vending services at a specific location as set forth on Exhibit A (“Location”) and Owner desires to provide such vending machines to Contractor.

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.
    1. This Agreement shall be effective as of the Effective Date and shall have an initial term of 6 months.
    1. After the lapse of the initial 6 months, upon mutual agreement of both Parties, the Parties shall enter a 1 year renewable contract thereafter.
    1. In the event either party decides not to renew this contract, a 60-day notice shall be given to the other party expressing intention not to renew the contract.
  2. Appointment of Vendor
    1. Owner hereby grants permission to Contractor to install Vending Machine at the Location as set forth in Exhibit A.
    1. If a location needs more than one vending machine, the contractor shall enter another contract independent of the first contract. The prices may vary.
  3. Theft and Vandalism

Contractor 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 Machine(s) itself occur the Contractor shall notify Owner as soon as practicable. In the event that theft and/or vandalism continue, Owner reserves the right to remove the Vending Machine(s) without notice and without penalty, loss or default under this Agreement.  All other Location(s) if any shall remain active.

  • General maintenance

The Contractor shall ensure that the vending machines are always in good condition. However, if the vending machine breaks, the owner shall fix the broken parts.

  • Prices, Payments and Payment Terms.

Owner agrees to pay Contractor 10% of monthly gross sales

  • 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 OWNER WITH RESPECT TO THE VENDING MACHINES GIVING RISE TO SUCH CLAIM.

  • 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, Owner’s relationship to the Contractor 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

Contractor shall assume and accept all responsibilities which are imposed on independent contractors by any applicable statute, regulation, ruling or otherwise. Contractor represents and warrants that she 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.
    1. Notwithstanding anything herein to the contrary, either party may terminate this Agreement at any time with or without cause upon thirty days’ (30 days) prior written notice.
    1. This contract can be terminated for the following reasons:
  2. If Contractor breaches the non-compete clause;
  3. If Contractor breaches the non-disclosure agreement;
  4. If the Machine gross sale is less than $ 500 for three consecutive months
  5. If vending machine is subjected to habitual theft and damage (3 times in 30 days)
  6. If Contractor uses the vending machine to sell her own products;
  7. If Contractor closes for more than 30 business days without prior notice to the Owner;
  8. If Contractor changes location without prior notice to the Owner;
  9. If  Contractor mishandles the vending machine or is associated with people who mishandle the vending machine;
  10. If the Contractor does not have prior consent of the owner of the location that our vending machines are placed resulting to removal of the installed vending machines;
  11. If Owner is unable to replace or repair a faulty vending machine in 45 days;
  12. If any term of the agreement is violated.

Miscellaneous

  1. 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.

  1. Disputes

In the event of a dispute, the parties will first try to resolve it among themselves. If an amicable solution is not reached, the parties may opt for arbitration as a binding dispute resolution mechanism.

  1. 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 agreement, 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.

  1. Notices

All notices and other communications required or permitted hereunder will be in writing and will be delivered by hand or e-mail to the parties.

  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.

OWNER

NAME: _____________________________________________

SIGNATURE: ________________________________________

CONTRACTOR

NAME: ______________________________________________

SIGNATURE:  

EXHIBIT A

LOCATION

Current Location (the ” Location”)

1.

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