WHEREAS, Retailer operates a grocery store in Ohio and wishes to purchase products from Supplier for resale; and
WHEREAS, Supplier desires to sell its products to Retailer on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. DEFINITIONS
1.1 "Products" shall mean the goods supplied by Supplier to Retailer as described in Exhibit A. 1.2 "Territory" shall mean the State of Ohio.
2. APPOINTMENT AND SCOPE
2.1 Retailer hereby appoints Supplier as a non-exclusive supplier of the Products within the Territory. 2.2 Supplier agrees to supply the Products to Retailer in accordance with the terms and conditions of this Agreement.
3. ORDERING AND DELIVERY
3.3 Supplier shall use commercially reasonable efforts to meet the delivery dates requested by Retailer.
3.4 Risk of loss shall pass to Retailer upon delivery of the Products to Retailer's designated location, in accordance with Ohio Revised Code § 1302.42.
4. PRICING AND PAYMENT
4.1 The prices for the Products shall be as set forth in Exhibit A.
4.2 Supplier may adjust prices upon 5 days' written notice to Retailer.
4.3 Retailer shall pay all undisputed invoices within 30 days of receipt.
4.4 All prices are exclusive of any applicable taxes, which shall be paid by Retailer.
5. PRODUCT QUALITY AND COMPLIANCE
5.1 Supplier warrants that all Products shall be of merchantable quality and fit for their intended purpose, in compliance with Ohio Revised Code § 1302.27 and § 1302.28.
5.2 Supplier shall comply with all applicable federal, state, and local laws, regulations, and industry standards in the manufacture and supply of the Products, including but not limited to the Ohio Food Safety Code (Ohio Administrative Code Chapter 3717-1).
5.3 Supplier shall maintain all necessary licenses, permits, and certifications required for the lawful manufacture and sale of the Products, including any required registrations with the Ohio Department of Agriculture.
6. INTELLECTUAL PROPERTY & MARKETING AND PROMOTION
6.1 Each party shall retain all rights in its trademarks, trade names, and other intellectual property.
6.2 Retailer is granted a limited, non-exclusive license to use Supplier's trademarks in connection with the marketing and sale of the Products.
6.3 Retailer Rights: Retailer shall have the right to showcase, display, and promote the Products through various marketing channels, including but not limited to social media platforms, in-store displays, print advertisements, and digital marketing campaigns.
6.4 Use of Product Images: Supplier grants Retailer permission to use product images, descriptions, and other marketing materials provided by Supplier for the purpose of promoting and selling the Products.
6.5 Compliance: Retailer agrees to represent the Products accurately in all marketing materials and to comply with any brand guidelines provided by Supplier.
7. CONFIDENTIALITY
7.1 Each party shall maintain the confidentiality of any proprietary information received from the other party in connection with this Agreement, in accordance with Ohio Uniform Trade Secrets Act (Ohio Revised Code Chapter 1333).
8. TERM AND TERMINATION
8.1 This Agreement shall commence on the Effective Date and continue for a period of 1 calendar year unless earlier terminated as provided herein.
8.2 Either party may terminate this Agreement for cause upon 30 days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.
9. LIMITATION OF LIABILITY
9.1 Neither party shall be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement, except as prohibited by Ohio law.
10. INSURANCE
10.1 Supplier shall maintain commercial general liability insurance with recommended coverage of at least $1,000,000 per occurrence.
10.2 Upon request, Supplier shall provide Retailer with certificates of insurance evidencing coverage.
11. MISCELLANEOUS
11.1 This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.
11.2 This Agreement may be amended only by a written instrument signed by both parties.
11.3 This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice or conflict of law provision or rule.
11.4 Any disputes arising out of or relating to this Agreement shall be resolved in the courts of
11.6 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement.
12. RETURN POLICY AND PROCEDURES
12.1 Defective Products: Retailer may return any Products that are defective, damaged, or do not meet the quality standards set forth in this Agreement.
Defective products include anything that does not meet quality standards and have the applicable labeling standards. For food suppliers, this includes nutrition facts, allergens, ingredients list, and the sell-by date.
12.1.1 Retailer shall notify Supplier of any defective Products within 10 days of receipt.
12.1.2 Supplier shall provide Retailer with a Return Merchandise Authorization (RMA) number within 10 business days of notification.
12.1.3 Retailer shall return the defective Products, at Supplier's expense, within 5 days of receiving the RMA.
12.1.4 Supplier shall, at its option, either replace the defective Products or provide a full refund, including any shipping costs, within 10 days of receiving the returned Products.
12.2 Unsold Products: Retailer may return unsold Products subject to the following conditions:
12.2.1 Returns of unsold Products are limited to 50% of the total purchase value per business day.
12.2.2 Products must be in saleable condition and have at least 30% of their shelf life remaining.
12.2.3 Retailer shall bear the cost of shipping for returns of unsold Products