Fulfillment Services Agreement

VIEWS: 2,673 PAGES: 8

More Info
									This is an agreement entered into between a company and a supplier for the supply of
specific goods. The agreement can be customized to provide what type of product is to
be supplied, pricing terms, schedules, shipping rates, payment terms, risk of loss and
termination. It contains numerous standard terms as well as opportunities for
customization to fit the specific needs of the parties. This document is ideal for small
businesses or other entities that want to enter into an agreement with a supplier of
goods.
                              FULFILLMENT SERVICES AGREEMENT

This Agreement made on this [day] day of [month] of [year] Between Company and Supplier (hereinafter the
“Agreement”)



         BETWEEN:                    [Company name/address] (hereinafter the "Company"),



         AND:                     [Supplier name/address] (hereinafter the “Supplier"),


WHEREAS, Supplier desires to provide [product], and Company desires to receive [product] from Supplier, under
the terms and conditions of this Agreement and the Schedules (as defined below).

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, Company and
Supplier hereby agree as follows:



                                                   ARTICLE 1
                                                    SCHEDULES
         Both Supplier and Company agree that any and all projects entered in to between Supplier and Company
will be set forth in a schedule format similar to that detailed within this Agreement, (hereinafter the “Original
Schedule) which describes the fulfillment project.

         Additionally both parties agree that the general terms of this Agreement will apply to the general
relationship between each subsequent project undertaken by the parties, unless modified by the written consent of
both. Additional project schedules (hereinafter the “Schedules”) shall be developed and agreed to by the parties, in
concordance with this Agreement. The terms of the Schedules shall control in the event of any conflict between this
Agreement and subsequently developed Schedules.

         As of the date of this agreement, Company shall, under the terms and conditions of this Agreement and any
additionally developed Schedules, cause Supplier to provide the services as defined in any Schedules (hereinafter
the “Fulfillment Services”).

         During the term of this agreement, Company may ask Supplier to be involved in new projects. Requests for
involvement in new projects should be made in writing, and Supplier reserved the right to decline or accept any
project so long as Supplier discusses the projects with Company in good faith and gives new project requests fair
consideration. A Schedule will be created for all new projects and attached to this Agreement.

                                                   ARTICLE 2
                        PRICING, SHIPPING RATES AND TAX COLLECTION
          The price determined for all individual projects shall be set forth in the Schedule. Supplier reserves the
right to increase the price of Fulfillment Services. Price may only be increased upon sixty days prior written notice.
Increases shall not exceed ten percent of the price of the previous year’s Fulfillment Services.




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                                   2
        Shipping rates, including the necessary postage and freight rates, which would be necessary for the
performance of any Fulfillment Services project shall be determined by Supplier for each project and shall be
communicated in writing to Company prior to the project start date.

         Company agrees that it or its duly assigned agent is responsible for any and all tax collection issues.

        Both parties agree to provide progress reports on mutually agreed upon intervals as detailed in the relevant
Schedule or at any time when reasonably during the performance of Fulfillment Services.


                                                   ARTICLE 2
                                               PAYMENT TERMS

         Supplier shall invoice Company for the Fulfillment Services every fifteen days. The invoice shall detail all
Fulfillment Services provided to Company during the prior fifteen days, including the quality and rate of products
received, and the charge for the services. Company shall pay all invoices within 30 days of receipt

        If disputed invoices are not resolved within ninety calendar days of Company’s receipt, that invoice shall
be payable and immediately due.

         Supplier shall assess interest at a rate of 1% per month on all receivables not paid within the
aforementioned time periods. Interest will begin to accrue on the 45th day from the date of invoice. Interest will
continue accruing until the full payment of all overdue payments and interest charges.



                                                    ARTICLE 3
                                                     RECORDS
         Company and Supplier both agree to keep accurate and complete account books, records, and other
documents relevant to this Agreement and any Schedule (hereinafter the “Records”). The parties shall keep such
Records for a period of time consistent with Supplier’s general record keeping policy or four years after the
expiration of this Agreement.

          The Records will be available for copying, review and inspection by any agent or qualified representative
of a party to this agreement. Inspections will be made at the expensive of the requesting party and shall take place at
the location where the party traditionally keeps Records during normal business hours. Inspections shall be
requested with a notice period of seven business days. Any Confidential Information disclosed by the inspection
shall be kept confidential. No more than four inspections can be requested during a twelve-month period for the term
of this Agreement.



                                                   ARTICLE 4
                                                        TERM
         The term of this Agreement shall be for a period of [number] years (hereinafter the "Original Term").
Company shall have the option of extending the Original Term for [number] additional [time period] terms
(hereinafter the "Additional Terms") after the Expiration Date. Supplier shall be notified of this extension option one
hundred and eighty days prior to the Optional Term expiration date.




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                                   3
                                                   ARTICLE 5
                                                  TERMINATION
          This Agreement shall commence on the Effective Date and terminate on [date] (hereinafter the "Expiration
Date").
          This Agreement may be terminated by breach of either party, upon 30 days written notice to the other
party, in the event of a material breach of this agreement by the other party. All written notices shall be required to
detail the nature of the breach. The Agreement shall not terminate if the breaching party cures the breach within the
30-day notice period.

     This Agreement may be terminated by insolvency of either party, immediately upon written notice to the other
party. Insolvency shall be defined as a party voluntary filing involuntarily against it a petition under the United
States Bankruptcy Code, including a petition for Chapter 11 reorganization as set forth in the United States
Bankruptcy Code.

          The rights of the parties to terminate this Agreement or any Schedule are not exclusive of any other rights
and remedies available at law or in equity. Such rights shall be cumulative, and the exercise of any right or remedy
shall not prohibit or otherwise preclude the exercise of any other rights and remedies.

         In the event that this Agreement is terminated, both Company and Supplier shall be required to fulfill all
obligations under this agreement in connection with product orders made prior to Agreement termination.

        Upon termination of this agreement, each party shall return all relevant property including Confidential
Information and customer information received from the other party under the dictates of this Agreement.

.
                                                   ARTICLE 7
                                        RELATIONSHIP OF PARTIES

         The relationship created between Company and Supplier shall be limited to that of independent contractors.
Neither party shall undertake any actions that would imply or seek to establish, any partnership, ownership,
employment, joint venture or trust relationship between the parties


                                                   ARTICLE 8
                                                   INVENTORY

        While governed by this Agreement, Company agrees to provide Supplier with sufficient inventory (the
"Inventory") to meet the fulfillment requirements under this Agreement. Supplier shall have no liability to
Company or third parties for losses caused directly or indirectly by Company’s failure to provide sufficient
Inventory.



                                                   ARTICLE 9
                                                  RISK OF LOSS
         Company possesses all risk of direct physical loss of the Inventory while the Inventory is in the possession
or control of Supplier. Company shall be required to cover the Inventory with the same level of insurance coverage
as it maintains on similar product housed in warehouses or storage areas under the control of Company or
Company’s agents.




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                                   4
                                                   ARTICLE 9
                      REPRESENTATIONS AND WARRANTIES OF SUPPLIER
         Supplier hereby represents, covenants and warranties that Supplier is a valid corporation in good standing
under the laws of the State of [state], that this Agreement and any and all subsequently developed Schedules
constitute a valid, legal and binding obligation upon Supplier, legally enforceable against Supplier except as limited
by bankruptcy or other reorganizations that impact credit issues. Supplier, as of the Effective Date of this
Agreement, represents that Supplier has taken all necessary action for the execution and delivery of this Agreement
and any relevant Schedule.

         Supplier further warranties that the execution and delivery of this Agreement, the Original Schedule and
relevant Schedule do not modify, violate, cancel, terminate or modify in any substantive manner any material
contract to which Supplier is a party. Additionally, Supplier is not required to give notice to any third party or obtain
the consent of any person for the execution and delivery of this Agreement.

        Supplier is, to its knowledge, and will be at all times during the performance of this Agreement, be in
compliance with all state, federal and local rules, regulations and laws.

         Further, Supplier represents that Supplier is not currently in default of any agreement or contract.

         The aforementioned representations and warranties made by Supplier to Company shall survive the
termination of this Agreement and any Schedule.

                                                  ARTICLE 10
                     REPRESENTATIONS AND WARRANTIES OF COMPANY
         Company hereby represents, covenants and warranties that Company is a valid corporation in good
standing under the laws of the State of [state], that this Agreement and any and all subsequently developed
Schedules constitute a valid, legal and binding obligation upon Company, legally enforceable against Company
except as limited by bankruptcy or other reorganizations that impact credit issues. Company, as of the Effective
Date of this Agreement, represents that Company has taken all necessary action for the execution and delivery of
this Agreement and any relevant Schedule.

         Company further warranties that the execution and delivery of this Agreement, the Original Schedule and
relevant Schedule do not modify, violate, cancel, terminate or modify in any substantive manner any material
contract to which Company is a party. Additionally, Company is not required to give notice to any third party or
obtain the consent of any person for the execution and delivery of this Agreement.

        Company is, to its knowledge, and will be at all times during the performance of this Agreement, be in
compliance with all state, federal and local rules, regulations and laws.

         Further, Company represents that Company is not currently in default of any agreement or contract.

         The aforementioned representations and warranties made by Company to Supplier shall survive the
termination of this Agreement and any Schedule.


                                                  ARTICLE 10
                     INDEMNIFICATION AND LIMITATIONS ON LIABILITY

         Supplier agrees to hold harmless, indemnify and defend Company and each individual or entity that is an
agent, affiliate, partner, officer or stockholder against any and all claims, losses, liabilities, damages and expenses,
including legal fees, fines, judgments, settlement amounts all made in connection with, or arising from errors in any
representation or warranty made by Supplier under this Agreement, any breach of the Agreement by Supplier, or any



© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                                    5
omission or negligent act by Supplier in connection with this Agreement, provided that such negligent act, omission,
or error was not done at the direction of Company.

         Company agrees to hold harmless, indemnify and defend Supplier and each individual or entity that is an
agent, affiliate, partner, officer or stockholder against any and all claims, losses, liabilities, damages and expenses,
including legal fees, fines, judgments, settlement amounts all made in connection with, or arising from errors in any
representation or warranty made by Company under this Agreement, any breach of the Agreement by Company, or
any omission or negligent act by Company in connection with this Agreement, provided that such negligent act,
omission, or error was not done at the direction of Supplier.


                                                  ARTICLE 11
                                                    INSURANCE
         Supplier agrees that during the term of this Agreement, Supplier will maintain an insurance policy with a
reputable insurance company having an A.M. Best rating of A or above.

         The insurance policy will contain [specify insurance requirements].

         Upon Company’s written request, Supplier agrees to furnish Company with duly certified copies of
insurance policies meeting these requirements.

                                                  ARTICLE 12
                                                 AMENDEMENT

         Amendment to this agreement is prohibited without the express written consent of both parties.

                                                  ARTICLE 13
                                               ATTORNEY’S FEES

         If judgment is required to enforce the contents of the agreement or remedy any breach, the defendant will
pay court costs and attorney’s fees

                                                  ARTICLE 14
                                         ASSIGNMENT PROHIBITED

          Both the Company and Supplier are expressly prohibited from assigning this agreement or any rights or
interest flowing from this agreement. Assignment will only occur with the express written consent of both parties.



                                                  ARTICLE 15
                                               GOVERNING LAW

         This agreement will be interpreted and enforced under the laws of The State of [state].




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                                    6
IN WITNESS WHEREOF, the parties hereto execute this Agreement on this [day] day of [month] of [year]:



        COMPANY                                                           SUPPLIER



Authorized Signature                                             Authorized Signature


Name and Title                                                   Name and Title




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                        7

								
To top