Free Retail Agreement

This Retail Agreement (the “Agreement”) is entered into on this 15th day of July, 2060, by and between:

[YOUR COMPANY NAME], a corporation organized and existing under the laws of the state of California, with its principal place of business located in Los Angeles, CA 90001 (hereinafter referred to as the "Retailer"),

AND

Global Supplies Inc., a corporation organized and existing under the laws of the state of New York, with its principal place of business located in New York, NY 10018 (hereinafter referred to as the "Supplier").

The Retailer and the Supplier are hereinafter collectively referred to as the "Parties" and individually as a "Party."

1. Purpose of the Agreement

The purpose of this Agreement is to establish the terms and conditions under which the Retailer will purchase and resell products provided by the Supplier to the Retailer for sale at [YOUR COMPANY NAME]'s retail stores and its online platform, [YOUR COMPANY WEBSITE].

2. Term of Agreement

This Agreement shall commence on the Effective Date and shall continue for an initial term of five (5) years unless terminated earlier in accordance with Section 9 of this Agreement. Upon the expiration of the initial term, this Agreement shall automatically renew for additional one-year terms unless either Party provides written notice of non-renewal at least ninety (90) days before the expiration of the current term.

3. Products

The Supplier agrees to supply the Retailer with the following products (the “Products”):

• Product 1: High-Performance Sportswear

• Product 2: Athletic Footwear

• Product 3: Outdoor Gear and Accessories

The Products shall conform to the specifications mutually agreed upon by the Parties in writing.

4. Orders and Delivery

4.1 Purchase Orders

All orders for Products shall be made by the Retailer submitting a written purchase order (the “Order”) to the Supplier. The Order will specify the quantity, price, delivery date, and location for delivery.

4.2 Delivery Terms

Supplier agrees to deliver the Products to the Retailer at the specified location on the delivery date agreed upon in the relevant Order. Delivery shall be made in accordance with the agreed Incoterms FOB (Free on Board). Title and risk of loss shall pass to the Retailer upon delivery.

5. Pricing and Payment Terms

5.1 Pricing

The Products shall be provided to the Retailer at the agreed-upon prices as set forth in Exhibit A attached hereto. The Supplier reserves the right to adjust the prices with thirty (30) days’ written notice to the Retailer in case of significant increases in costs of raw materials, manufacturing, or transportation.

5.2 Payment Terms

The Retailer shall make payment for the Products within thirty (30) days from the date of receipt of the invoice unless otherwise agreed in writing. Payments shall be made via wire transfer to the Supplier’s designated account, as indicated on the invoice. Late payments shall bear interest at a rate of 1.5% per month.

6. Warranties and Representations

6.1 Supplier’s Warranties

The Supplier warrants that:

• The Products are free from defects in material and workmanship.

• The Products comply with all applicable laws, regulations, and standards.

• The Supplier has full legal title to the Products and the authority to sell them.

6.2 Retailer’s Representations

The Retailer warrants that:

• The Retailer is legally permitted to engage in the sale of the Products.

• The Retailer shall use its best efforts to promote the sale of the Products to customers.

7. Intellectual Property

The Supplier retains all rights, title, and interest in and to its trademarks, logos, trade names, and other intellectual property rights associated with the Products. The Retailer is granted a limited, non-exclusive, and non-transferable license to use the Supplier’s trademarks solely for the purpose of marketing and selling the Products.

8. Indemnification

Each Party agrees to indemnify, defend, and hold harmless the other Party from and against all claims, damages, losses, liabilities, and expenses (including reasonable attorney’s fees) arising out of or resulting from any breach of this Agreement or any negligent or wrongful act or omission by the indemnifying Party.

9. Termination

9.1 Termination for Convenience

Either Party may terminate this Agreement for any reason by providing ninety (90) days’ prior written notice to the other Party.

9.2 Termination for Cause

Either Party may terminate this Agreement with immediate effect in the event that the other Party:

• Breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach.

• Becomes insolvent or files for bankruptcy.

10. Confidentiality

Each Party agrees to keep confidential any proprietary or confidential information disclosed by the other Party during the term of this Agreement. Such confidentiality obligations shall survive the termination or expiration of this Agreement for a period of five (5) years.

11. Governing Law and Dispute Resolution

11.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of California, without regard to its conflict of laws principles.

11.2 Dispute Resolution

Any dispute arising under this Agreement shall be resolved through good-faith negotiations between the Parties. If the Parties are unable to resolve the dispute within thirty (30) days, the matter shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Los Angeles, California.

12. Miscellaneous

12.1 Entire Agreement

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior agreements or understandings, whether written or oral.

12.2 Amendments

This Agreement may be amended only by a written instrument signed by both Parties.

12.3 Assignment

Neither Party may assign or transfer its rights or obligations under this Agreement without the prior written consent of the other Party.

12.4 Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if delivered by hand, by registered mail, or by electronic mail with receipt confirmation to the following addresses:

Retailer:
[YOUR COMPANY NAME]
Los Angeles, CA 90001
Attention: [YOUR NAME], Retail Manager
Email: [YOUR EMAIL]

Supplier:
Global Supplies Inc.
New York, NY 10018
Attention: Jane Smith, Sales Director
Email: jane@email.com

IN WITNESS WHEREOF, the Parties have executed this Retail Agreement as of the date first written above.

[YOUR COMPANY NAME]
Name: [YOUR NAME]
Title: Retail Manager

Global Supplies Inc.
Name: Jane Smith
Title: Sales Director

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