Free Department Store Vendor Agreement

This Vendor Agreement (hereinafter referred to as the "Agreement") is made and entered into on [Month Day, Year] by and between:

[Your Company Name]

Address: [Your Company Address]

Phone Number: [Your Company Number]

Email: [Your Company Email]

(Hereinafter referred to as the "Department Store")

AND

[Vendor Name]

Address: [Vendor Address]

Phone Number: [Vendor Phone Number]

Email: [Vendor Email]

(Hereinafter referred to as the "Vendor")

The Department Store and the Vendor may be referred to individually as a "Party" and collectively as the "Parties."

1. PURPOSE OF THE AGREEMENT

The purpose of this Agreement is to set forth the terms and conditions under which the Vendor will supply goods and/or services (hereinafter referred to as the "Products") to the Department Store for sale or distribution within the store’s retail locations and/or online platforms.

2. PRODUCTS

The Vendor agrees to provide the Department Store with the following products:

Product Description

• Women’s Cotton T-Shirts

Product Categories

• Women's Apparel

• Casual Wear

Additional Product Details

• 100% organic cotton

• Available in sizes S, M, L, XL

• Colors: Black, White, Navy, Gray

• Machine washable

• Packaging: Each t-shirt will be individually packed in eco-friendly recyclable plastic

All Products provided by the Vendor must meet the quality standards and specifications outlined by the Department Store. The Vendor will ensure that the Products are fit for sale and comply with all applicable U.S. federal, state, and local laws, regulations, and industry standards.

3. TERMS OF SUPPLY

3.1 Ordering Process

The Department Store will submit orders to the Vendor in writing, via email, or through a designated electronic platform. Each order will specify the quantity, description, and delivery date of the Products ordered.

3.2 Delivery

The Vendor agrees to deliver the Products to the Department Store's designated locations or distribution centers, as specified in each purchase order, on or before the agreed delivery date. The Vendor is responsible for all costs associated with the delivery of Products, including transportation, shipping, and handling, unless otherwise stated in this Agreement or a purchase order.

3.3 Inspection and Acceptance

The Department Store reserves the right to inspect all delivered Products. If any Products are found to be defective, damaged, or non-compliant with the agreed specifications, the Department Store may, at its discretion, reject such Products. The Vendor shall promptly replace or refund the cost of any rejected Products, at the Department Store's option.

4. PAYMENT TERMS

4.1 Pricing

The pricing for the Products shall be as mutually agreed upon by the Parties and detailed in [Exhibit A] (attached to this Agreement) or in a purchase order. All prices are to be stated in U.S. dollars, excluding applicable taxes unless otherwise specified.

4.2 Invoicing

The Vendor shall submit invoices to the Department Store after the Products have been delivered and accepted. Invoices must include a detailed description of the Products delivered, quantities, and prices. All invoices must be sent to the Department Store's Accounts Payable department at [Your Company Address] or via email to [Your Company Email].

4.3 Payment

The Department Store shall make payment to the Vendor within [30] days from the date of the receipt of a valid and undisputed invoice, unless otherwise agreed in writing. Payment will be made via [bank transfer].

5. COMPLIANCE WITH LAWS AND REGULATIONS

The Vendor warrants that all Products provided under this Agreement will comply with all applicable U.S. federal, state, and local laws, rules, and regulations, including, but not limited to:

• Consumer Product Safety Act (CPSA)

• Fair Labor Standards Act (FLSA)

• Federal Trade Commission (FTC) labeling requirements

• Occupational Safety and Health Act (OSHA)

• Customs and Import/Export regulations (where applicable)

Additionally, the Vendor agrees to adhere to all Department Store policies regarding ethical sourcing, environmental sustainability, and responsible labor practices.

6. WARRANTIES

The Vendor represents and warrants that:

• The Products supplied under this Agreement are free from defects in material and workmanship and conform to the specifications provided by the Department Store.

• The Products do not infringe on any intellectual property rights of third parties.

• The Vendor has the right to sell and distribute the Products and that the Products are lawfully manufactured, imported, and distributed.

This warranty shall remain in effect for a period of [0 months] from the date of delivery of the Products to the Department Store.

7. INDEMNIFICATION

The Vendor agrees to indemnify, defend, and hold harmless the Department Store, its affiliates, officers, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, or expenses, including reasonable attorneys' fees, arising out of or in connection with:

• Any breach of this Agreement by the Vendor.

• Any defect in the Products supplied by the Vendor.

• Any violation of laws or regulations by the Vendor in connection with the manufacture, sale, or distribution of the Products.

• Any claim of intellectual property infringement related to the Products.

8. INSURANCE

The Vendor shall maintain at its own expense, throughout the term of this Agreement, appropriate insurance coverage, including but not limited to:

• General Commercial Liability Insurance with limits of at least $[0] per occurrence and $[0] in the aggregate.

• Product Liability Insurance covering damages or injuries caused by defects in the Products.

• Workers' Compensation Insurance as required by U.S. law.

The Vendor shall provide the Department Store with certificates of insurance upon request, and such insurance policies shall name the Department Store as an additional insured.

9. TERMINATION

9.1 Termination for Convenience

Either Party may terminate this Agreement at any time, for any reason, by providing [X] days' written notice to the other Party. Upon termination, the Department Store will pay for any Products delivered and accepted prior to the effective termination date.

9.2 Termination for Cause

The Department Store may terminate this Agreement immediately upon written notice to the Vendor if the Vendor breaches any material term of this Agreement, including failure to comply with applicable laws and regulations or failure to deliver Products that meet the agreed-upon quality standards.

9.3 Effect of Termination

Upon termination of this Agreement, the Vendor shall immediately cease all shipments of Products to the Department Store and shall promptly refund any payments made for undelivered Products. The obligations of the Vendor regarding warranties, indemnification, and compliance with laws shall survive the termination of this Agreement.

10. CONFIDENTIALITY

The Vendor agrees that any and all information disclosed by the Department Store, whether in writing, orally, or in any other form, shall be treated as confidential and proprietary information. The Vendor shall not disclose such information to any third party without the prior written consent of the Department Store and shall use the information solely for the purpose of fulfilling its obligations under this Agreement.

11. INTELLECTUAL PROPERTY

The Department Store retains all rights, title, and interest in and to any trademarks, logos, or other intellectual property (hereinafter referred to as "Department Store IP") provided to the Vendor for the purpose of this Agreement. The Vendor may use the Department Store IP only to the extent necessary to fulfill its obligations under this Agreement and shall cease using such IP immediately upon termination of this Agreement.

12. FORCE MAJEURE

Neither Party shall be liable for any failure to perform its obligations under this Agreement if such failure is due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor strikes, government regulations, natural disasters, or pandemics. In the event of a force majeure event, the affected Party shall notify the other Party as soon as possible, and the Parties shall work together in good faith to mitigate the impact of such events.

13. DISPUTE RESOLUTION

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the Parties agree to first attempt to resolve the dispute through good faith negotiations. If the Parties are unable to resolve the dispute within [X] days, the dispute shall be submitted to mediation in [Location]. If mediation is unsuccessful, either Party may pursue legal action in the courts of [State] as permitted by law.

14. MISCELLANEOUS

14.1 Governing Law

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

14.2 Entire Agreement

This Agreement, along with any exhibits and purchase orders issued hereunder, constitutes the entire agreement between the Parties and supersedes all prior agreements or understandings, whether written or oral.

14.3 Amendments

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

14.4 Severability

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

14.5 Assignment

The Vendor may not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Department Store.

15. SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above.

[Your Company Name]

By:

[Your Name]

[Title]

[Month Day, Year]

[Vendor Name]

By:

[Full Name]

[Title]

[Month Day, Year]

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