Free Boutique Supplier Agreement

This Boutique Supplier Agreement ("Agreement") is made as of [Month Day, Year] ("Effective Date") by and between:

[Your Company Name]

[Your Company Address]

[Your Company Number]

[Your Company Email]

("Buyer")

and

[Supplier Company Name]

[Supplier Company Address]

[Supplier Company Number]

[Supplier Company Email]

("Supplier")

RECITALS

WHEREAS, Buyer operates a boutique and desires to purchase certain products from Supplier; and

WHEREAS, Supplier is in the business of supplying the products that Buyer desires to purchase;

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

1. Definitions

1.1. “Products” shall refer to all goods and items supplied by Supplier to Buyer under this Agreement, as described in [Exhibit A] attached hereto.

1.2. “Purchase Order” means the document issued by Buyer to Supplier specifying the Products, quantities, and prices.

2. Supply of Products

2.1. Supply Obligations: Supplier agrees to supply Products to Buyer in accordance with the terms of this Agreement and any Purchase Orders issued by Buyer.

2.2. Quality Standards: All Products supplied must meet the quality standards specified in Exhibit A. Supplier shall ensure that Products are free from defects and comply with all applicable laws and regulations.

2.3. Delivery: Supplier shall deliver the Products to Buyer at the location specified in the Purchase Order on or before the delivery date specified therein. Time is of the essence in this Agreement.

3. Pricing and Payment

3.1. Pricing: The prices for the Products shall be as set forth in the Purchase Orders. Prices are subject to adjustment only upon mutual written agreement of both parties.

3.2. Payment Terms: Payment for Products shall be made by Buyer within [30] days from the date of receipt of the invoice from Supplier, unless otherwise specified in the Purchase Order.

3.3. Late Payments: Any payment not received by the due date shall accrue interest at a rate of [1.5%] per month, or the highest rate allowed by law, whichever is less.

4. Warranties and Representations

4.1. Supplier's Warranties: Supplier warrants that:

a) it has the right to sell the Products;

b) the Products are free from any liens or encumbrances;

c) the Products comply with all applicable federal, state, and local laws, regulations, and standards.

4.2. Buyer's Representations: Buyer represents that it has the authority to enter into this Agreement and that it will comply with all applicable laws in its use and resale of the Products.

5. Indemnification

5.1. Indemnification by Supplier: Supplier agrees to indemnify, defend, and hold harmless Buyer and its officers, directors, and employees from and against any claims, damages, losses, liabilities, and expenses (including attorney’s fees) arising out of or resulting from:

a) any breach of this Agreement by Supplier;

b) any claim that the Products infringe any third-party intellectual property rights;

c) any negligence or willful misconduct of Supplier.

5.2. Indemnification by Buyer: Buyer agrees to indemnify, defend, and hold harmless Supplier and its officers, directors, and employees from and against any claims, damages, losses, liabilities, and expenses (including attorney’s fees) arising out of or resulting from:

a) any breach of this Agreement by Buyer;

b) any claims related to Buyer’s use or resale of the Products.

6. Confidentiality

6.1. Confidential Information: Each party agrees that any proprietary information received from the other party during the term of this Agreement will be treated as confidential and will not be disclosed to any third party without prior written consent.

6.2. Exceptions: Confidential information does not include information that is:

a) publicly available;

b) known to the receiving party prior to disclosure;

c) independently developed by the receiving party without reference to the disclosing party's confidential information.

7. Term and Termination

7.1. Term: This Agreement shall commence on the Effective Date and continue for a period of [one (1) year], unless terminated earlier in accordance with this Agreement.

7.2. Termination for Convenience: Either party may terminate this Agreement for any reason upon [30] days written notice to the other party.

7.3. Termination for Cause: Either party may terminate this Agreement immediately for cause if the other party breaches any material term of this Agreement and fails to cure such breach within [15] days after receiving written notice of the breach.

8. Governing Law and Dispute Resolution

8.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State], without regard to its conflict of law principles.

8.2. Dispute Resolution: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [City, State].

9. Miscellaneous

9.1. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

9.2. Amendments: No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

9.3. Assignment: Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.

9.4. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9.5. Notices: All notices under this Agreement shall be in writing and shall be deemed duly given when delivered personally, sent by email, or sent by certified mail to the addresses specified above.

IN WITNESS WHEREOF, the parties hereto have executed this Boutique Supplier Agreement as of the Effective Date.

[Your Company Name]

By:

[Your Name]

[Your Title]

[Month Day, Year]

[Supplier Company Name]

By:

[Name]

[Title]

[Month Day, Year]

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