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Vendor Agreement sample


What is Vendor Agreement?

Vendor Agreement Contracts with suppliers or vendors for the purchase of goods or services, including terms and pricing.



Sample template:



Vendor Agreement

This Vendor Agreement (the "Agreement") is entered into on this _____ day of ___________, 20____ ("Effective Date"), by and between Gourmet Delights Inc, a company incorporated under the laws of the United States, having its principal place of business at _______________________________, ("Buyer"), and Emily's Fine Foods LLC, a company incorporated under the laws of the United States, having its principal place of business at _______________________________________ ("Vendor").



1. Purpose and Scope

The purpose of this Agreement is to set forth the terms and conditions under which the Vendor shall supply certain goods and services to Buyer.



2. Goods and Services

    2.1. Description

Vendor agrees to supply the Buyer with food products, including, but not limited to, baked goods, prepared meals, and other related products (collectively, the "Goods"). The Vendor further agrees to provide any related services for the proper delivery and sale of these Goods in accordance with the terms and conditions of this Agreement ("Services").



3. Price and Payment Terms

    3.1. Pricing

The prices for the Goods and Services provided by Vendor under this Agreement shall be as set forth in the Price List attached hereto as Exhibit A and incorporated herein by reference. Vendor shall ensure that the agreed-upon prices for the Goods and Services shall remain fixed for the duration of this Agreement, unless otherwise agreed to in writing by the parties.


    3.2. Invoices

Vendor shall furnish Buyer with an invoice for each shipment of Goods and/or Services provided hereunder, which shall include a detailed description of the same, any applicable sales or other taxes, and any applicable shipping and handling fees. Buyer shall have 30 calendar days from the date of receipt of the invoice (the "Payment Term") to pay Vendor by check, wire transfer, or any method agreed upon by the parties. All payments must be made in United States dollars (USD).


    3.3. Late Payments

If the Buyer fails to make payment within the Payment Term, the unpaid amount is subject to interest at a rate of one and a half percent (1.5%) per month or the maximum lawful interest rate, whichever is lower.



4. Delivery Terms

    4.1. Delivery Schedule

The Vendor shall deliver the Goods and provide the Services in accordance with the delivery schedule agreed upon in writing by the parties, as may be modified from time to time by written agreement (the "Delivery Schedule"). Any time for delivery set forth in the Delivery Schedule is indicative only, and no delay in delivery shall constitute a breach of this Agreement or relieve Buyer of its obligation to accept delivery.


    4.2. Shipping and Risk of Loss

Vendor shall ensure that all Goods shall be securely packed, properly labeled, and shipped in accordance with Buyer's instructions and applicable laws and regulations. All Goods shall be delivered to Buyer's specified address, and risk of loss or damage to the Goods shall pass to Buyer upon delivery.


    4.3. Inspection and Acceptance

Buyer shall have the right to inspect and evaluate the Goods within fifteen (15) calendar days from the date of delivery (the "Inspection Period"). If Buyer determines, in its sole discretion, that the Goods are defective, damaged, or otherwise non-conforming, Buyer shall provide Vendor with written notice within the Inspection Period, and the parties shall work together to resolve the non-conformity or make arrangements for return and replacement of the Goods, at Vendor's sole expense. Any Goods not rejected by Buyer within the Inspection Period shall be deemed accepted.



5. Warranty

Vendor represents and warrants to Buyer that all Goods (i) shall be of first-class quality, free from defects in design, materials, and workmanship; (ii) shall conform to any specifications, samples, or descriptions provided by Vendor; (iii) shall be fit for their intended purposes; and (iv) shall not infringe upon or violate any intellectual property rights of any third party. These warranties shall survive inspection, delivery, and acceptance of the Goods.



6. Termination

Either party may terminate this Agreement, with or without cause, upon providing the other party with thirty (30) calendar days' written notice of its intention to do so. In addition, Buyer reserves the right to terminate this Agreement immediately upon written notice to Vendor if Vendor fails to comply with any term or condition of this Agreement, including, but not limited to, its obligations regarding the quality, delivery, and pricing of the Goods and Services.



7. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the United States. Any disputes arising out of or in connection with this Agreement shall be resolved by binding arbitration in accordance with the then-prevailing rules of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction thereof.



8. Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written. This Agreement may be amended or modified only by a written instrument executed by both parties hereto. In the event that any provision of this Agreement shall be determined to be unenforceable, such provision shall be severed from this Agreement, and the remainder of this Agreement shall remain in full force and effect.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.



Gourmet Delights Inc


By: __________________________


Name: _______________________


Title: ________________________



Emily's Fine Foods LLC


By: __________________________


Name: _______________________


Title: ________________________

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Common Sections of a Vendor Agreement


In this Vendor Agreement, you will see the following sections:

  1. Purpose and Scope
  2. Goods and Services
  3. Price and Payment Terms
  4. Delivery Terms
  5. Warranty
  6. Termination
  7. Governing Law and Dispute Resolution
  8. Miscellaneous


Analysis/Summary of each section

  1. Purpose and Scope : This section explains that the agreement is about the terms and conditions for the Vendor to supply goods and services to the Buyer. Think of it as the introduction to the agreement, setting the stage for what's to come.

  2. Goods and Services : This part describes the specific goods (food products) and services (delivery and sale) the Vendor will provide to the Buyer. It's like a shopping list of what the Buyer is purchasing from the Vendor.

  3. Price and Payment Terms : This section outlines the prices for the goods and services, how the Vendor will invoice the Buyer, and the payment terms (30 days). It also mentions late payment penalties. Think of it as the "how much" and "when to pay" part of the agreement.

  4. Delivery Terms : Here, the agreement explains the delivery schedule, shipping details, and the process for inspecting and accepting the goods. It's like the shipping and handling instructions for the goods being purchased.

  5. Warranty : This part provides assurances from the Vendor that the goods are of high quality, meet specifications, and don't infringe on any third-party rights. It's like a guarantee that the goods are as promised and won't cause legal trouble.

  6. Termination : This section explains how either party can end the agreement, either with or without cause, and the consequences of not meeting the agreement's terms. It's like the "break-up" clause, outlining how the parties can part ways.

  7. Governing Law and Dispute Resolution : This part states that the agreement is governed by U.S. law and that any disputes will be resolved through binding arbitration. It's like the "rulebook" and "referee" for any disagreements that may arise.

  8. Miscellaneous : This final section covers various other details, like the fact that this agreement is the entire understanding between the parties and can only be changed in writing. It's like the "catch-all" for any remaining legal points.

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