SANKARA CUISINE VENDOR AGREEMENT
This Vendor Agreement describes the engagement binding Sankara Cuisine Ltd to the Vendor through the Sankara Cuisine website (www.sankaracuisine.com). This website acts as a platform to sell both their traditional cuisine and artisanal products both of which must align to a well defined cultural origin on the part of the Vendor.
This Vendor agreement (the “Agreement”) is entered into between Sankara Cuisine Ltd, an eCommerce platform (the “Company”) and the “Vendor”, a food/product manufacturing business.
- The Company, Sankara Cuisine, is the owner of a website wherein various products of different nature are sold using an electronic medium, more particularily through the e-commerce domain.
- The Company adheres to a primary focus which is promoting and selling a variety of traditional African food and products; the Company has a secondary focus which is selling traditional food and products from other parts of the world. The Company also provides Services related to cultures both within Africa and extending to other unique cultures from around the world.
- The Vendor is interested in working with the Company through the medium of
e-commerce as organized through the Company website (www.sankaracuisine.com).
- The Vendor is interested in marketing their unique cultural services or products through the website (www.sankaracuisine.com).
- Certain initially capitalized terms are defined in Exhibit 1.
Therefore, the interested Party/Vendor agrees to the following terms and conditions relating to the relationship between the Company and the Vendor:
- Parties Involvement
1.1 The Company Duties:
- The Company will host and promote The Vendor’s product.
- The Company will receive and relay orders from the Client (the website users) to the Vendor.
- The Company will receive payment from the Client and remit the final amount to the Vendor on a bi-weekly basis as per Section 4 and Exhibit 2.
- The Company will have the Vendor’s manufactured items or finished articles delivered to the Client using a third party. This crucial step is dependant on the delivery agreement the Company has with the Vendor.
1.2 Vendor Duties:
- The Vendor shall provide accurate information of their licenses, training and certification as it applies to the product they are selling.
- The Vendor shall be responsible for uploading a high quality photo of their final product as it will be prepared for and consumed by the Client. The Vendor shall provide descriptions on each item as per the arrangement and format of the Company’s website (www.sankaracuisine.com).
- The Vendor shall receive orders from the Company as placed by the Client through the website.
- The Vendor shall cook/manufacture the products ordered by the Client. A summary of the products and/or services sold by the Vendor is summarized in Exhibit 2.
- The Vendor shall see to it that the product or service is ready for delivery at the date and time agreed upon from the Client order. The means of delivery shall be agreed upon between the Company and the Vendor (either at the time of hosting the product or at later agreed upon time).
- The Vendor shall not attach their own private business advertising/propaganda/business cards to orders generated by Sankara Cuisine online platform.
- The Vendor shall not, during Catering projects, offer clients/guests/customers their own private business advertising/propaganda/business cards. They should instead offer the Client the provided business cards which refer clients to your Vendor offerings as presented on the Sankara Cuisine online platform.
- The Vendor shall receive payment for the sale of their products and services as per client demand and orders delivered.
- The Vendor will maintain reliable contact with the Company regarding their activities and will alert the Company when and if any changes should occur which would affect their activities.
- Promotion of Vendor Products
- The Vendor grants the Company non-exclusive rights to promote the Vendor’s products and services during the term of this agreement.
- The Company shall promote the Vendor’s products and services in the manner deemed appropriate by the Company.
- The Vendor shall not promote their private business during Sankara Cuisine events/deliveries/orders/catering. For example, the Vendor reserves no right to advertise their private business by including their private business card with an order to a Sankara Cuisine client.
Currently under review
- Duration of Agreement
The date of execution of this agreement shall be the commencement date.
The agreement shall remain valid and binding for a period of 1 year (or another period of time as predefined by the Company and the Vendor).
The agreement shall be renewed automatically for a period of 1 year at the end of current term of agreement.
3.4 Termination of Agreement:
- The Company owns exclusive rights to terminate this agreement without reasons, and at any time.
- The Vendor may terminate this agreement without any reason, and must provide 2 Weeks notice to the Company.
- In the event of termination of this agreement, the Company shall remove all the Vendor’s products and services from the Company’s website.
- The Company shall not be liable for any loss or damages (direct, indirect or consequential) incurred by the Vendor by virtue of termination of this agreement.
- The Vendor agrees to pay the Company a commission on events as organized or referenced to by Sankara Cuisine, this commission shall be in the amount set forth in Exhibit 2.
- The Company shall eventually collect HST/GST from the Client and transfer this to the Vendor.
- The Vendor assumes the sole responsibility to remit collected HST/GST at their discretion relating to their own business or personal taxes. Failure to do so is a personal loss and will not be refunded by the Company.
- The Vendor assumes the sole responsibility to remit collected HST/GST.
- Vendor Licenses, Qualifications and Training
- The Vendor shall possess at least the minimum requirement (license, qualification or training) pertaining to the manufacturing of their products or delivery of their services, and shall conform to all the Canadian regulations and laws.
- The Vendor shall use the Company’s website registration to provide all applicable licenses, qualifications and pertinent training including a scanned copy if a certificate, license, degree was acquired.
- The Vendor ascertains that all provided information relating to their license, qualification and training are accurate and true.
- The Company may at any time audit the Vendor’s license, qualification and training. The operation must adhere strictly to the methodologies described at the time of completing the application.
- The Vendor agrees to update the Company, either by email or through the coinciding form on the Company’s website, any changes to their current license, qualifications and training.
- The Vendor will provide the Company with all of the methodologies, procedures and sources employed in the manufacturing of their products at the time of application and before new products are introduced to the platform for sale to Clients. These entries will be done exclusively through the Company’s website.
- Vendor Products and Content
- The Vendor shall always maintain consistent quality and quantity of all Products and Services as they are marketed to the Client on the Sankara Cuisine platform.
- The Vendor shall provide the Company the picture and description of the product they will be selling. This will be achieved using the Company’s website as a catalogue of products and services offered.
- The Vendor content shall be provided in the proposed electronic format as reasonably requested by the company.
- The Vendor retains all the rights to the Vendor’s content (products and services) and that it does not infringe or violate any third party’s rights, that it is accurate, complete and up-to-date, and that it does not violate any Canadian Legislation or regulation.
- The Vendor shall assume all liability relating to the products and services as provided to and received by the Company and the Clients.
- The Vendor shall assist the Company in relation to any revisions to the Vendor’s content as found on the Company’s website.
- The Company reserves the right to accept or reject the Vendor’s content and request revisions or details pertaining to products and methods at any time.
- The Vendor grants the Company during the term of this Agreement a worldwide, non-exclusive, royalty free license to produce, publicly publish and distribute, in both print and electronic form, the Vendor’s content at the will of the Company. The Company may also create derivative works or modifications to the Vendor content for editorial or stylistic reasons. The Vendor grants the Company the right to permit viewers or the Clients to copy, print and use the Vendor’s content for their personal or internal purposes.
- Order, Handling and Deliveries
- The Vendor agrees to accept orders from the Company for the products and services posted by the Vendor on the Company’s website.
- The Vendor agrees to confirm every order reception either by email or by another electronic format as designed by the Company.
- The Vendor agrees to handle the order, and agree to the delivery of the ordered product or services at the allocated delivery time and date requested by the Client.
- The Vendor agrees to provide their product as it is advertised, that is with consistent quality and quantity, as per the Vendor’s posted Products and Services on the Company’s website.
- Intellectual Property Rights
The Vendor expressly authorises the Company to use its trademarks/copyrights/designs/logos and other intellectual property owned and/or licensed by it for the purpose of reproduction on the website and at such other places as the Company may deem necessary. It is expressly agreed and clarified that, except as outlined in this Agreement, each Party shall retain all rights, titles and interest with regard to their respective trademarks and logos. It is hereby stated that nothing contained in this Agreement, nor the use of the trademark / logos on the publicity, advertising, promotional or other material in relation to the services shall be construed as giving to any Party any right, title or interest of any nature whatsoever to any of the other Party’s trademarks and / or logos.
- Confidentiality Information
9.1 The contents of this agreement and any information passed on by the Company to the Vendor is highly confidential in nature and the Vendor agrees and undertakes the responsibility to maintain, in confidentiality, the information and the Client data disclosed, generated or made available to Vendor under this Agreement. The aforementioned information shall not be used by the Vendor or its agents, servants, representatives or any person acting as an agent of the Vendor for any purpose other than for the performance of its obligations under this Agreement.
9.2 The Vendor agrees that the unauthorized disclosure or use of such information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, the Vendor agrees that the Company shall have the right to obtain an immediate injunction from any court of law ensuing breach of this Agreement and/or disclosure of the Confidential Information as defined above. The Company shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.
9.3 The Vendor agrees to a non conflict of interest arrangement, in which the Vendor is not allowed to start a similar line of business, within 5 years from the activation of this agreement.
- Limitation of Liability
10.1 It is expressly agreed by the Vendor that the Company shall under no circumstances be liable or responsible for any loss, injury or damage to the Vendor, the Client or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the Products originating from the Vendor being in any way damaged, defective, in unfit condition, infringing/ violating any laws/ regulations/ intellectual property rights of any third party.
10.2 The Vendor agrees and acknowledges that they shall be solely liable for any claims, damages, allegation arising out of their Products offered for sale through the Company’s website (including but not limited to quality, quantity, price, merchantability, use for a particular purpose, illness, hospitalization, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages.
10.3 The Company shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Vendor or any of its representatives for Products or Services rendered by the Vendor to the Client.
10.4 The Company will, under no circumstances, be liable to the Vendor for loss and/or anticipated loss of profits, or for any direct or indirect, incidental, consequential, special or exemplary damages arising from the subject matter of this Agreement, regardless of the type of claim and even if the Vendor has been advised of the possibility of such damages, such as, but not limited to, the loss of revenue or anticipated profits or loss of business, unless such loss or damages is rightly proven by the Vendor to have been deliberately caused by the Company.
10.5 The Vendor shall choose to have or not to have liability insurance at their own discretion.
- Relationship of Parties
The parties shall perform all of their duties under this Agreement as independent contractors. Nothing in this Agreement shall be construed to give either party the power to direct or control the daily activities of the other party, or to constitute the parties as principal and agent, employer and employee, franchisor and franchisee, partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking.
12.1 This agreement constitutes and contains the entire relationship between the parties with respect to the subject matter herein and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.
12.2 This Agreement may not be modified or amended, except by an instrument in writing signed by duly authorized officers of both of the parties involved.
12.3 This Agreement may be executed in counterparts each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement.
12.4 This Agreement will be deemed active in the Province of New Brunswick and will be governed by and interpreted in accordance with the laws of the Province of New Brunswick, excluding that body of law known as conflicts of law. The parties agree that any dispute arising under this Agreement will be resolved solely in the Provincial or Federal courts in Saint John, New Brunswick, and the parties hereby expressly consent to jurisdiction therein. In the event of any dispute, the prevailing party shall be entitled to recover its reasonable attorneys’ costs from the non-prevailing party.
12.5 The provisions of this Agreement relating to the payment of any fees or other amounts owed, including the payment of any interest on unpaid fees, confidentiality, warranties and intellectual property shall survive any termination or expiration of this Agreement.
12.6 The language in this Agreement shall be construed as to its fair meaning and not strictly for or against either party.
- Additional Terms
Exhibit 1 contains certain additional terms.
IN WITNESS WHEREOF, the parties have executed
This agreement as of: Date from Website
The following definitions shall apply to this Agreement:
“Client” means persons who purchase any Product from the Vendor through the Company’s Sankara Cuisine website, or who are referred to the Vendor or its website(s) by the Company, or customers who originated from the Site and were transported to the Vendor’s website through a hyperlink from the Sankara Cuisine website.
“Confidential Information” means any data or information, oral or written, treated as confidential that relates to either party’s (or, if either party is bound to protect the confidentiality of any third party’s information, such third party’s) past, present, or future research, development or business activities, including any unannounced product(s) and service(s), any information relating to services, developments inventions, processes, plans, financial information, forecasts, and projections and the financial terms of this Agreement. Notwithstanding the foregoing, Confidential Information shall not be deemed to include information if: (i) it was already known to the receiving party prior to the date of this Agreement as established by documentary evidence; (ii) it is in or has entered the public domain through no breach of this Agreement or other wrongful act on the part of the receiving party; (iii) it has been rightfully received by the receiving party from a third party and without breach of any obligation of confidentiality of such third party to the owner of the Confidential Information; or (iv) it is required to be disclosed pursuant to final binding order of a governmental agency or court of competent jurisdiction, provided that the owner of the Confidential Information has been given reasonable notice of the pendency of such an order.
“Products” means those products and/or services of the Vendor which are promoted or sold as a result of the Company’s efforts. Products include but are not limited to the following: edible prepared foodstuffs, non-prepared foodstuffs, non-food products like artisanal wares and crafts. The initial products and/or services contemplated hereunder are set forth in Exhibit 2.
“Website” means the Company’s online e-Commerce platform currently known as
- Products and/or Services of the Vendor:
Manufactured food items, catering and entertainment services, sells articles of clothing or wares, and provides training in cultural domains.
10% of the gross sales price of the Products sold, excluding taxes and shipping charges, increasing to 15% once at least $30,000 of products have been sold as result of the relationship between the Company and the Vendor. (30,000 per year or throughout relationship with vendor/company?)
- The parties will discuss sharing of ad revenues generated from customer traffic on the Vendor’s web site as a result of the promotional efforts of the Company.