ACME Resources LLC
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Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date:
This Vendor Agreement (the “Agreement”) is entered into as of between ACME Resources LLC, a TX LLC located at (the “Company”), and , a located at (the “Vendor”).
The Vendor will supply to the Company the goods and/or services described below (the “Goods and Services”):
The Vendor will perform all services in a professional and workmanlike manner and will deliver all goods conforming to the agreed specifications and free from defects in material and workmanship.
The Company may place orders by purchase order referencing this Agreement. Each accepted purchase order is governed by this Agreement. In the event of a conflict between a purchase order and this Agreement, this Agreement controls unless the purchase order expressly states otherwise and is countersigned by the Company.
Pricing for the Goods and Services is as follows: . Prices are firm for the Term unless the Parties agree otherwise in writing. The Vendor will invoice the Company upon delivery or as the Parties otherwise agree, and the Company will pay undisputed invoices within of receipt. The Company may withhold payment for non-conforming Goods and Services until corrected. Prices exclude applicable taxes, which are handled in accordance with law.
The Vendor will deliver in accordance with the following delivery terms and schedule: . Time is of the essence for deliveries. Risk of loss and title to goods pass to the Company upon delivery and acceptance at the designated location. The Company may reject non-conforming goods and require prompt replacement or refund.
The Company may inspect Goods and Services within a reasonable time after delivery. The Company's payment does not constitute acceptance and does not waive its rights regarding latent defects or non-conformities discovered later.
The Vendor warrants that the Goods and Services will: (a) conform to the agreed specifications; (b) be free from defects in material and workmanship for after acceptance; (c) be free of liens and encumbrances; and (d) be provided in compliance with all applicable laws. For breach of warranty, the Vendor will, at the Company's option, repair, replace, re-perform, or refund the affected Goods and Services.
The Vendor will maintain, at its expense, commercial general liability insurance with limits of at least per occurrence, plus any other coverage required by law, including workers' compensation. Upon request, the Vendor will provide certificates of insurance naming the Company as an additional insured where applicable.
The Vendor will defend, indemnify, and hold harmless the Company and its officers, employees, and agents from any third-party claims, damages, liabilities, and expenses, including reasonable attorneys' fees, arising from (a) the Vendor's breach of this Agreement, (b) defects in the Goods and Services, (c) the Vendor's negligence or willful misconduct, or (d) the Vendor's infringement of any third-party intellectual property right.
The Vendor will hold all non-public information of the Company in strict confidence and use it only to perform under this Agreement. This obligation continues for after termination.
EXCEPT FOR THE VENDOR'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. EACH PARTY'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED .
The Vendor is an independent contractor and not an employee, agent, or joint venturer of the Company. The Vendor is responsible for its own personnel, taxes, and benefits.
This Agreement begins on the Effective Date and continues for , unless terminated earlier. Either Party may terminate for the other's material, uncured breach following thirty (30) days' written notice. The Company may terminate for convenience on written notice, in which case the Company will pay for conforming Goods and Services delivered through the termination date. Sections 6, 8, 9, 10, and 13 survive termination.
This Agreement is governed by the laws of the State of TX, without regard to conflict-of-laws principles. This Agreement is the entire agreement on its subject matter, may be amended only in a signed writing, and may be executed in counterparts and by electronic signature.
Name: Michael Yuan
Title: General Manager
Date:
Name:
Title:
Date: