Neiibor Crate Vendor Service Agreement
Hereinafter, Neiibor Crate Inc will be referred to as the “Company.” The Vendor will be referred to as the “Producer.” The Company and the Producer may be referred to individually as the “Party” and collectively as the “Parties.” Any persons who purchase through the Company hereinafter is referred to as the “Customer.” Goods and Products will be used interchangeably to refer to the product that is provided by the Producer to the Company for the service stated in this Agreement.
WHEREAS, the Company is handling the products of the Producers.
WHEREAS, the Company provides storage, transportation, and delivery of products.
WHEREAS, the Company is collecting product sales and redistributing it to the Producers.
WHEREAS, the Producer delivers products to the Company’s place of business.
WHEREAS, the Producer influences the price and sale of their products.
WHEREAS, both parties assist, monitor, and collaborate in the sale of products.
NOW, therefore, in consideration of the promises, the parties agree as follows.
This Agreement sets forth the terms and conditions whereby the Producer will be permitted to sell their products and the Company agrees to provide the necessary storage, transportation, and delivery service required to sell the product, subject to the items listed herein.
Neither party is by virtue of this Agreement authorized as an agent, employee, or legal representative of the other. Neither party shall have the power to control the activities in which belong to their respective party.
The Company provides an online store service whereby Producers’ goods are made available for sale to customers. The Company provides the necessary & correct storage for the Producers’ goods and handles the transportation, delivery & fulfillment of customer orders.
The Producer will provide the goods to be sold through the Company’s service to the customers.
The Producers are responsible for providing the Company with defect & damage-free goods. It is the duty of the Producer to provide high-quality deliverable products. The Company will not accept partially damage products.
Minimum Shelf life
Producers must send products that have a minimum shelf life of 60-90 days from the date at which the Company receives it into inventory. This clause is only for shelf stable food products and does not apply to fresh produce.
The Company is in the business of providing consumable food (Manufactured or farmed Fresh Produce) with the addition to provide Self-care products, and home care products in future circumstances.
It is at the full authority and discretion of the Company to allow which products can be sold. The Company can approve, disapprove, and remove any products from its service that do not fit the goods listed herein this agreement and do not match the mission of the Company.
The Company provides an online store that sells, local, regional, and sustainable brands over the internet whereby fulfilling orders through its own operation.
The Producers will have the ability to create, review, and post their products on the online website before product approval of the Company.
The Producer must provide full and accurate information about their products, and their business. The Producer will be responsible for finding errors about their products and their business.
The online store will allow the Producers the ability to view their product listing, orders, earnings, invoices, and account information.
The Company contracts with storage facilities that supply storage space for Producers’ goods.
The storage facility, its owners, and employees are not a part of the Company and do not have the power or authority to act on behalf of the Company.
The Company will provide space available for rent to Producers for the storage of their goods. If the Producer is already in partnership with the storage facility, the Company will not be liable for any goods that are already in the care of the storage facility and the Producer’s own rented space.
If the Producer has goods available at the facility in its own rented space, it is the duty of the Producer to direct the Company of which product is available and of which cannot be used for the Company’s service. In the event that these goods are made available to the Company, the Company can be held accountable for damages made during the moment of accessing the goods but not thereafter.
Transportation & Handling
It is the duty and obligation of the Producer to transport their goods to the Company’s place of business and storage facility unless other arrangements have been made between both parties. Thereafter, it becomes the Company’s duty and responsibility to ensure that products received are properly stored for delivery transportation and handling.
After the goods are received into the Company’s care, the Company will handle the goods per the Product’s required handling methods for delivery and customer order fulfillment.
Delivery & Fulfillment
It is the sole responsibility of the Company to deliver all products directly to the customers and fulfill orders. In no part will the Producers deliver to the customers or fulfill orders. It is at the discretion of the Company to contract with 3rd party couriers for the completion of deliveries.
Thereafter, the Company’s sole responsibility is to handle the return, refund, and exchange of products and the Producers are liable for the quality of their products including but not limited to unknown defects and damage that can only be discovered by consuming, degrading or using the product.
The Company acts solely as the middler party for both the Producers and the Customers. It is with the acceptance of goods from the Producers that the Company takes on the full responsibility & liabilities involved from storage onto final delivery to the customer.
The Parties agree that it is each other’s responsibility to not defame or disparage the other, or any of its affiliates, related entities, or any past or present officers, directors, or employees.
Producer Payment for Service
Producers understand that the Company provides the service of storing, transporting, handling, delivery, and order fulfillment through its online store service. The Company is not in the service of purchasing products at wholesale price and reselling it at retail price.
Producers will open a Stripe Connect account whereby the Company charges the below fees and where the Producers receive their earnings.
The payment terms of this service are of the following.
New Producers enrolling with the Company pays an enrollment fee that goes towards setting up their Company account with the necessary tools to start selling their products. Account setup cannot occur until after the enrollment amount is paid and received.
A fee is paid monthly for the maintenance of the Producer’s product both in the operation and online store. The first month (30 days) is a free trial.
If no sales were made during the last 30 days of a billing period, this fee is waived. The monthly fee must be paid within 3 days of the due date.
An annual renewal fee is assessed at the end of a full 12 months of services provided to the Producer.
A commission is taken with every sale of a product.
These fees are categorized as being paid once, annually, monthly, per sales on commission, respectively. The Company has the right to increase these fee amounts as they see fit in order to keep up with operational costs and expenses. A 30 day notice will be sent to Producers before any increases begin. The Company examines cost and expense every 6 months, and Producers can expect that there are minimal changes in fees through any 6 month period.
Missed monthly Payments
1st missed payment: If after the 3 days has passed and payment has not been received, the Company will issue the Producer a warning and halt selling their products until all outstanding payments are made.
Payment not received after the first warning: 7 days after the 1st warning and no payment has been received the Company reserves the right to terminate services for the Producer.
In order for the Producer to re-enroll with the Company, they must pay any outstanding payments and the next monthly payment.
Payments to the Producer
Payments will be made to the Producer on a bi-weekly basis. The first payment date will be 14 days after the 1st day of service. All payments are made digitally unless other arrangements have been made.
For any good that either could not be sold before its expiration date or passed its expiration date while in the possession of the Company, the Company will pay the Producer for the products at a 35% discount off the listed retail price.
There is no defined length of the contract. The Company provides the above-listed services on a monthly basis.
Service Activation Date
The Company provides monthly services for the Producers to deliver their goods to the Customers. Service does not start until the following objectives are met:
- Annual fee and monthly maintenance fees paid in full.
- Products are available and in stock at the storage facility for delivery and order fulfillment.
- Products are posted, review, and approved for sale on the online store.
After these objectives are met, the Producers’ products are made available for sale & delivery.
Termination of services
In the event that services are terminated by either party all outstanding payments, fees, and obligations must be paid, completed, and resolved by both parties.
Reasons for terminating services
Both Parties have the right to end services for any reason and for reasons listed here but not limited to: Missed payments, No longer being in alignment with each other’s mission, misrepresentation, misinformation about the products & services of the respective parties.
Removal of goods
In the event that service is terminated between parties, the Producer is obligated to remove all or any portion of their goods from the storage facility or from the Company’s storage space. The Company will bear no cost in removing these products.
The Producers have the ability to sell any remaining products to the Company at a discount for resale on the online store.
If goods are not removed within 5 days of terminating services, the Company is given the right to dispose of the goods in any manner it sees fit.
Any liability to the Company under this Agreement may in whole or in part be released, compounded, or compromised or indulgence, as given by the Company in its absolute discretion, as regards to any of the Producers under which such liability without in any way prejudicing or affecting the rights against any other Producers under the same liability.
The Producer is responsible for all of its obligations under this Agreement, and the use of 3rd parties to act on its behalf, actions taken by outside parties, unavailability during the normal course of business after this Agreement is signed shall in no way increase the Producers rights or diminish Producer’s liabilities under this Agreement, and in all events, except as otherwise expressly provided for herein, Producer’s rights liabilities hereunder shall be enforceable under the law.
We will not be liable (whether in contract, warranty, tort (including negligence, product liability, or other theory), or otherwise) to you or any other person, entity, or company for cost of cover, recovery, or recoupment of any investment made by you or your affiliates in connection with this agreement, or for any loss of profit, revenue, business, or data or punitive or consequential damages arising out of or relating to this agreement, even if the Company has been advised of the possibility of those costs or damages. further, our aggregate liability arising out of or in connection with this agreement or the transactions contemplated will not exceed at any time the total amounts during the prior six month period paid by you to the Company in connection with the particular service giving rise to the claim.
The Company will monitor all products that the Producer has provided for sale and any defect and/or poor quality products discovered must be reported to the Producer before delivery of a product and within 7 days of receiving goods into the Company’s care. The Company will not deliver any defective or damaged products. The Company will not need to pay for these products and it is at the Producer’s discretion to decide upon what further action needs to be taken to dispose of or resell the products.
The Company is only liable for any portion of products that are on the Company’s rented storage space. The Company is only liable for products that are being handled in the storage facility or are in transit for delivery, and order fulfillment. The Company will take on the responsibility of product defects that arise from being damaged through the normal course of delivery. The Company will pay for these products.
The Producer is liable for any customer who discovers poor quality, defective or damaged goods that could only be discovered through the normal course of consumption, degrading and use of the product. When customer orders are fulfilled and the products are no longer in the Company’s care, ownership, or possession upon delivery, all product liability will be owned by the Producer. When a customer discovers this issue it will become a question of quality due to production and not through the normal course of delivery, and it will be the responsibility of the Producer to carry the cost of replacing the product. The only responsibility the Company bear in this situation is to deliver a replacement product.
Contracting 3rd party delivery Couriers
In the event that orders exceed delivery personnel, the Company may contract 3rd party delivery services to fulfill orders. Producers will not be held accountable for any damage caused to the 3rd parties or others except in the case that the accident occurs due directly to a defective product.
Online store information
The Company will not be liable for any incorrect information on the store as it is the responsibility of the Producers to correct or report the incorrect information to the Company for correction.
It is the responsibility of the Producer to obtain insurance coverage for their products and goods that will be stored and delivered to customers. Producers assume full responsibility for all harm caused as a direct result of products and goods as stated.
The Producer must provide up to date insurance coverage documents and the below listed documents in order to work with the Company. Failure to provide insurance will terminate further services.
If either party terminates this agreement because of the other party’s default, the non-breaching party, in addition to all rights it has under this agreement, shall have the right to exercise all remedies available at law or in equity. All rights and remedies are cumulative, and the election of one remedy shall not preclude another. Any termination will be without prejudice to accrued rights. Specifically, a termination due to default or payment for the products required under this agreement will not affect or terminate the rights and obligations of the parties that have accrued under this agreement before or after that default.
- Of the Company. The Producer shall at all times indemnify the Company against any award, charge, claim, compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement payment, penalty, or other loss or any attorney’s or other professional’s fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification - a litigation expense - arising out of:
- Any claim of breach of any express or implied warranty or negligence or strict liability, product liability, or similar theory in connection with the production, design, sale, or use of any of the products purchased by the Company;
- Any claims of the patent or trademark infringement, or other violation of intellectual property rights, of 3rd person in connection with the production, design, sale, or use of any of the products purchased by the Company under this agreement of the use of trademarks, trade names, logos, or other intellectual property pertaining to those; and
- All other claims and liabilities of every kind or character arising out of, or related to, the production, design, sale, or use of the products purchased by the Company under this agreement, unless these claims or liabilities result soley from the Company’s gross negligence or knowing violation of the law.
- Of the Producer. The Company shall at all times indemnify the Producer against loss or litigation expense caused by any breach of the representations or agreements made by the Company under this agreement.
A party will not be considered in breach of or in default because of, and will not be liable to the other party for any delay or failure to perform its obligations under this agreement by reason of fire, earthquake, flood, explosion, strike, riot, war, terrorism, or similar event beyond that party’s reasonable control. However, if a force majeure event occurs the affected party shall as soon as practicable:
- Notify the other party of the force majeure event and its impact on the performance under this agreement; and
- Use reasonable efforts to resolve any issues resulting from the force majeure event and perform its obligations under this agreement.
- Choice of Law. The laws of the state of Minnesota govern this note (without giving effects to its conflicts of law principles).
- Choice of Forum. Both Parties consent to the personal jurisdiction of the sate and federal courts in Ramsey County, Minnesota.
- Attorney’s Fees. If either party employs attorneys to enforce any rights arising out of or relating to this agreement, the losing party shall reimburse the prevailing party of its reasonable attorney’s fees.
No amendments to this agreement will be effective unless it is in writing and signed by a party or its authorized representative.
If any one or more of the provisions contained in this agreement is for any reason held to be invalid, illegal or unenforceable in any respect, that invalidity, illegality, or unenforceability, will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.
The Producer and the Company agree that certain materials, including, but not limited to, information, data and other materials relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion credit and financial data, manufacturing processes, financial methods, plans or the business and affairs of the Company and its Affiliates, constitute proprietary confidential information and trade secrets. Accordingly, the Producer will not at any time during or after the Producer’s partnership with the Company disclose or use for the Producer’s own benefit or purposes or the benefit or purposes of any person, other than the Company and any of its Affiliates, any proprietary confidential information or trade secrets. The foregoing obligations imposed in this section will not apply (i) in the course of the business of and for the benefit of the Company, (ii) if such information has become, through no fault of the Producer, generally known to the public, or (iii) if the Producer is required by law to make disclosure (after giving the Company notice and an opportunity to contest such requirement). The Producer agrees that upon the termination of the partnership with the Company for any reason, the Producer will immediately return to the Company all memoranda, books, paper, plans, information, letters and other data, and all copies thereof or therefrom, which in any way related to the business of the Company and its Affiliates. The Producer further agrees that the Producer will not retain or use for the Producer’s account at any time any trade names, trademark, or other proprietary business designation used or owned in connection with the business of the Company or any of its Affiliates.