Sample Materials Supplier Agreement
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Supplier Name
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Primary Contact Name
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Primary Contact Title
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Supplier Brand(s)
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Supplier Address
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Preferred Supplier Contact Email
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Supplier Contact Phone Number
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Contract Number (Assigned by Sample Materials)
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Today’s Date
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Supplier Sales Contact(s) Names
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Supplier Sales Contact Email(s)
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Supplier Sales Contact Phone Number(s)
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This SUPPLIER AGREEMENT (this “Agreement”) is entered into by and between the party listed on the first page of this Agreement under ‘Supplier Name’ (“Supplier” or “you”) and Sample Materials LLC, a Texas limited liability company (“Sample Materials”, “we”, “us”, or “our”), as of the date on which the last of the parties executes and delivers this Agreement to the other party (“Effective Date”).
1. Term
The initial term of this Agreement shall commence on the Effective Date and continue for a period of ninety (90) days (the “Initial Term”) during which Sample Materials will onboard Supplier to become active our platform. Following the Initial Term, this Agreement will automatically renew for successive one (1) year periods (each a “Renewal Term”) unless at least sixty (60) days before the expiration of the current term, either party provides written notice that it intends to terminate this Agreement. The Initial Term and any Renewal Term(s) are collectively referred to as the “Term”.
2. SKU Database
During the Term of this Agreement, Sample Materials will create, upload, and maintain a digital database containing the stock keeping unit (“SKU”) information of Supplier. This database will encompass all SKU particulars, including but not limited to PDFs, images, downloadable files, and specifications.
3. Description of Materials
We will display details about your materials on our platform using information (i) you have provided to us and (ii) published on your website. If, during the ordinary course of business, we detect any incomplete or inaccurate information regarding products listed on our website, we will make reasonable efforts to correct such information. Notwithstanding the foregoing, Sample Materials does not endorse and is not responsible for any Supplier products, product descriptions, or warranties concerning Supplier’s samples.
SAMPLES AND ORDERING
4. Sample Orders:
During the Term, Supplier may place orders from Sample Materials (“Sample Orders”) and will be charged fees (“Sample Order Fees”) for each order placed at the below rates or as may from time to time be established by Sample Materials.
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Sample Order Rates: |
Other Rates: |
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$10.00 per Product SKU |
Monthly Maintenance $1,000 |
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Set-Up Fee per Product SKU $5.00 |
Sample Materials may adjust the above prices on sixty (60) days' written notice, but no more than two (2) times per calendar year.
Supplier will be charged Sample Order Fees at the time of ordering and Supplier agrees all such fees are due and payable upon order. Supplier shall bear shipping expenses of their chosen shipping carrier(s) Once the details of a Sample Order have been processed, we will provide confirmation and relevant shipping information including any tracking details.
We will assign a Project Manager to each Sample Order who is responsible for communicating order details and contact preferences to the Supplier, including client name, email, cell phone number (solely for order-related communication), client company name, client company address, and project name.
5. User Information:
We will provide you with the contact details of users ("User Info") who request your samples or contact information. With respect to any such User Info shared with Supplier, Supplier agrees to: (a) utilize User Info solely for the purpose of pursuing project opportunities with such users (b) refrain from using User Info for any marketing or promotional activities; (c) keep confidential and not disseminate User Info to brands or affiliates [not explicitly mentioned under the Brand section of this Agreement]; and (d) refrain from selling or sharing User Info to third parties without first obtaining consent directly from any such user. Furthermore, you agree to adhere to all relevant laws and regulations pertaining to the confidentiality of User Info and interactions with users, including observance of privacy laws, anti-spam regulations, and laws regarding telephone solicitations.
6. Notice of Sample Recall:
You agree to promptly inform us if any of your products featured on our platform are subject to a recall, regardless of the cause of such recall. In the event a product or products are recalled, Sample Materials will arrange for the return of the affected samples in our possession, and Supplier will bear all associated expenses for such return(s). Sample Materials is not and will not be responsible for the retrieval of affected samples from users.
7. Regulatory Compliance:
Supplier represents and warrants that any samples it provides, encompassing packaging, labeling, and inserts, do not contain hazardous substances. Additionally, our storage of these samples and their distribution across state lines and international borders will not contravene any pertinent laws, regulations, or treaties.
8. Insurance:
During the Term, Supplier agrees to maintain and carry insurance coverage that includes, but is not limited to, commercial general liability insurance that encompasses loss or damage to its samples under an all-risk (special perils) format, along with coverage for ongoing operations, products liability, completed operations, blanket contractual liability, personal injury and advertising liability. Supplier agrees to bear full responsibility for any losses sustained in connection with its inventory samples at all times.
CONTENT RIGHTS
9. Rights to Images, Text and Related Content:
During the Term, you grant us specific rights related to images, text, videos, CAD- and PDF-data, 3D renderings, trademarks, and other content linked to your products and brand that you have made accessible on your website or provided to us in other ways (“Supplier Content”).
You grant us permission to:
Our usage and display of Supplier Content and Related Content will be limited to promoting your products and/or the offerings of Sample Materials. This Agreement supersedes any website terms of use or other agreements with end users, including any restrictions related to utilizing automated means for accessing or downloading Supplier Content or reproducing content for commercial purposes.
10. Showcase Imagery:
In order to promote clients and products on our platform, Sample Materials creates visual content such as photographs, images, videos, 2D or 3D representations, models, and/or illustrations showcasing specific samples ("Showcase Imagery"). Supplier agrees that we may create Showcase Imagery featuring its samples and that all such Showcase Imagery we create is owned by Sample Materials. We reserve any and all rights to Showcase Imagery, including exclusive rights to license, exhibit, or otherwise use Showcase Imagery.
If we create Showcase Imagery using your samples, we may provide you with a limited, global, and royalty-free license to use Showcase Imagery that features your products for promotional purposes during the Term of this Agreement; provided, however, that any such permitted use of Showcase Imagery includes a conspicuous credit "Imagery by Sample Materials LLC" on, alongside or near any instances of Showcase Imagery. For the avoidance of doubt, any license(s) granted to Supplier will restrict Supplier from using Showcase Imagery to promote its products on any platform that competes with Sample Materials. Upon termination of this Agreement, any license(s) granted will automatically terminate, and Supplier must promptly cease any use of Showcase Imagery.
11. Termination
This Agreement may be terminated by mutual consent embodied in a written agreement to terminate signed by an authorized representative of each of the parties. If either party reasonably believes the other party is failing to comply with the terms of this Agreement, the dissatisfied party shall provide written notice, by certified mail, return receipt requested, reasonably detailing such non-compliance to the other party within thirty (30) days of the conduct at issue. The party receiving such written notice shall have thirty (30) days from receipt of the notice to correct the issue(s) set forth therein. If such non-compliance is not materially corrected within such thirty (30) day period, the dissatisfied party may immediately terminate this Agreement.
12. Survival
The respective rights and obligations of the parties under Sections 5, 7, 8, 13, 17, 18, 19, and 20 of this Agreement shall survive termination of this Agreement.
13. Effect of Termination
Upon expiration or termination of this Agreement, we will discontinue the export of Supplier Content from your website. Your SKUs will be removed from our search catalogue, and users will no longer be able to request samples of your SKUs. While images of your SKUs and associated content may still be visible in certain sections of our website (such as a user's account history or ‘boards’ page), the associated web pages for these SKUs will indicate their unavailability. We retain the right to use Supplier Content that was previously promoted, as well as Related Content (like photos of a SKU in a ‘palette’ or an editorial story). If this Agreement is terminated, a waiting period of twelve (12) months will be initiated as of the date of termination, during which Supplier cannot enter into a similar agreement with Sample Materials or participate on the Sample Materials platform.
GENERAL TERMS
14. Representations:
You represent and warrant the following: (a) you possess complete rights to grant the permissions as stipulated in this Agreement, whether through ownership or a valid license; (b) the utilization of the Supplier Content detailed in this Agreement adheres to relevant legal prerequisites and does not infringe upon the rights of any third party (such as rights to publicity, privacy, moral or attribution, and intellectual property), and does not conflict with any contractual obligations you have with others; (c) you are responsible for any claims of compensation or other remuneration from third parties (for instance, photographers, models, etc.) with respect to Supplier Content for the usages of the Supplier Content described herein; and (d) you will carry and maintain insurance in compliance with Section 8 of this Agreement.
15. Overlapping Materials:
In order to assist our partners, we reserve the right to showcase comparable or identical materials on our platform.
16. Data & Reports:
We retain ownership of all data amassed through our platform, including data pertaining to user engagement (“Platform Data”). We aim to provide our clients with valuable analytical insights using this Platform Data. In the event Platform Data is provided to you, you agree that such information shall be treated as Confidential Information of Sample Materials and shall be shared within your organization only with those persons who require such knowledge. We reserve the right to release research reports or disclose aggregated and anonymized data collected from our platform. However, we agree not to reveal any information concerning customer interactions on our platform specifically relating to your SKUs and brand, unless granted your consent. Furthermore, sharing or disseminating this information to individuals in affiliated or third-party entities – in any format – is strictly prohibited. If you become aware of any breach of this Section 16, you agree to promptly notify us in reasonable detail.
17. Indemnification:
Subject to the terms and conditions of this Agreement, Supplier shall indemnify, hold harmless, and defend Sample Materials and its officers, managers, members, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Parties") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees, the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, relating to any claim of a third party arising out of or occurring in connection with:
18. Limitation of Liability:
Notwithstanding any provision of this Agreement, our overall liability to you related to this Agreement will not surpass the total sum you have paid to us during the preceding twelve (12) months, regardless of the basis of liability (contractual, tortious, or otherwise), even if we have been informed about the potential for such damages. This clause does not pertain to our responsibilities regarding confidentiality, instances of gross negligence, or deliberate misconduct. The solutions outlined in this section are all-encompassing and distribute the risk associated with service nonconformity between the parties, and they remain applicable irrespective of whether any losses are insured.
19. DISCLAIMER
The parties acknowledge and agree that neither party shall be liable to any client, customer, employee or contractor for any consequential, special, punitive or incidental liability, loss or damage causeD or alleged to be caused directly or indirectly through any action or inaction of the part of the other party hereunder or otherwise.
20. Confidentiality:
The term "Confidential Information" encompasses all non-public information of either party, which includes but is not limited to the terms of this Agreement, software programs, source code, customer lists, vendor lists, pricing information, business plans, processes, associations, and strategies. However, the term "Confidential Information" shall not incorporate any part of such information that: (a) becomes publicly accessible beyond unauthorized disclosures by the receiving party or its representatives; (b) becomes accessible to the receiving party from a source other than the disclosing party on a non-confidential basis, provided the source is not bound by restrictions on disclosure; or (c) was in the possession of the receiving party prior to its disclosure by the disclosing party. Notwithstanding the foregoing, the receiving party may reveal this Agreement and its terms to its legal advisors, accountants, or financial consultants with a need to know in the context of a sale of the receiving party’s business.
The receiving party shall keep the confidential information of the other party confidential, exercising a level of caution consistent with its treatment of its own comparable information and employing at least a reasonable standard of care. Access to such information shall be limited solely to its employees with a definite necessity for it. Any violation of this section could result in incalculable harm to the disclosing party that cannot be easily quantified. In the event of an actual or impending breach by a party, the disclosing party retains the right to promptly terminate this Agreement and pursue equitable remedies, in addition to any other legal or equitable remedies available.
Notwithstanding the foregoing, the receiving party may disclose the disclosing party's Confidential Information to the extent mandated by law, regulations, or a valid court order; provided, however, that the receiving party gives the disclosing party reasonable advance written notice unless such notification is prohibited by law.
21. Promotion:
We reserve the right to incorporate your name, logo, and sample images in press releases, interviews, and promotional/marketing content of Sample Materials. We are committed to portraying your brand positively on our platform for the benefit of designers and trade professionals. In response, you acknowledge and agree that you, your employees, and representatives will portray Sample Materials positively when interacting with designers and trade professionals. Additionally, you agree not to intentionally divert or endeavor to divert users of Sample Materials away from utilizing its services.
22. Availability of Content:
We will strive to ensure the accessibility of our website and associated applications at all reasonable times; however, we do not provide assurances that the services or content will be consistently uninterrupted or free from errors. We shall not be held responsible if our site or applications encounter periods of unavailability for any reason. The content on our site, applications, and platforms, as well as our services, are presented on an "as is" and "as available" basis, and we do not extend any assurances or warranties regarding their accuracy or comprehensiveness.
23. Force Majeure
The obligations of the parties under this Agreement shall be suspended to the extent that a party is hindered or prevented from complying therewith because of labor disturbances (including strikes or lockouts), war, acts of God, terrorism, fires, storms, accidents, outbreak, epidemic, pandemic, governmental regulations or any other cause whatsoever reasonably beyond a party’s reasonable control. For so long as such circumstances prevail, the party whose performance is delayed or hindered shall continue to use all commercially reasonable efforts to recommence performance without delay.
24. Payment Terms & Rates
Payment must be received within thirty (30) days of the invoice date. In the event of overdue payments, late fees will be applied at a rate equivalent to the lesser of: (i) 1.5% of the outstanding balance per month or (ii) the maximum lawful rate. Late fees will pertain to any outstanding sums owed to us under the terms of this Agreement. Should any outstanding amount remain overdue beyond thirty (30) days, we reserve the right to suspend your account and suspend user access to your samples.
25. Taxes
Each party shall bear the responsibility for covering all international, federal, state, and local taxes, evaluations, and licensing fees incurred by the respective parties.
26. Governing Law & Venue
This Agreement, and the rights and obligations of the parties, will be governed by and construed and enforced in accordance with the substantive laws of the State of Texas, without regard to its principles of conflicts of law. Any disputes arising under this Agreement shall be exclusively initiated in the state or federal courts located in Dallas, Texas, USA.
27. Assignment
Neither party may assign this Agreement to any third party without the prior written consent of the other party. Notwithstanding the foregoing, we reserve the right to assign this Agreement (i) to an affiliate that directly or indirectly controls us, or is under common control with us, or (ii) to any successor in interest in the event of a sale of all or substantially all of our assets.
All terms outlined in this Agreement are binding and will benefit both the parties involved as well as their successors and approved assignees. The term "including" will encompass without limitations.
28. Severability
If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term hereof, such provision shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof, and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as part hereof a provision as similar in terms, but in any event no more restrictive than, such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. This Agreement supersedes all prior and concurrent communications, whether oral or written, and constitutes the complete agreement between the parties concerning its subject matter.
28. Amendment and Waiver
No amendment or waiver of any provision of this Agreement, nor consent to any departure therefrom, shall be effective unless the same shall be in writing and signed by a duly authorized officer of each of the parties, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
29. Entire Agreement
This Agreement and the documents executed and delivered pursuant hereto, executed on the date hereof or in connection herewith, contain the entire agreement between the parties with respect to the matters addressed herein and supersede all prior representations, inducements, promises or agreements, oral or otherwise, which are not embodied herein or therein.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date below.
SUPPLIER: ________________________________________
By:
Name:
Title:
Date:
SAMPLE MATERIALS: SAMPLE MATERIALS LLC
By: __________________________________
Name: __________________________________
Title: __________________________________
Date: __________________________________