Fill and Sign the E Commerce Vendor Agreement PDF Form

E-Commerce Vendor Buying Agreement Agreement made on the       day of       , 20       , between Western Company, Inc. , a corporation organized and existing under the laws of the state of       , with its principal office located at (Name of State)       , and referred to herein as Western , (Street Address, City, County, State, Zip Code) and Acme, Inc. , a corporation organized and existing under the laws of the state of ,       with its principal office located at       , (Street Address)       referred to herein as Vendor . (City, County, State, Zip Code) Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: I. Scope of Agreement. The purpose of this Agreement is to provide qualifying vendors with the opportunity to sell products through Western’s E-Commerce business. This Agreement supplements any other agreements governing the buying and selling of products between Western and Vendor, including any vendor buying agreements and/or purchase orders. II. E-Commerce. For purposes of this Agreement, E-Commerce means sales of products by Vendor to any wholesaler, retailer and end consumers via the Internet through Western’s websites, or any on-line system or computer network. E-Commerce and also includes any related business and marketing activities supporting such sales. III. Term. The Term of this Agreement begins on the Effective Date and continues until either: (i) Western or Vendor terminates this Agreement upon thirty (30) days written notice to the other; or (ii) Vendor ceases selling products through Western’s E-Commerce business. If terminated by either Party, the Agreement will continue to govern the sale of Vendor products purchased for E-Commerce prior to termination until such products are sold, returned, or removed from inventory so that no inventory of such products remains. IV. Representations and Warranties. Vendor represents and warrants that: A. It has the power to authorize the sale and/or display of its products on-line and as part of Vendor’s E-Commerce business; B. All product information, data, images, and/or intellectual property provided by Vendor to Western for its E-Commerce business; C. Complies with all applicable laws; E-Commerce Vendor Buying Agreement Page 1 of 5 D. Are accurate and that all claims contained therein have been substantiated; have been cleared for the uses contemplated hereunder; E. It has secured any and all clearances, permissions, approvals, authorizations, rights and licenses necessary for the use or display of all Vendor product information, data, images, and/or intellectual property provided to Western as part of its E-Commerce business. F. Complies with all the applicable laws relevant to the products to be sold on e- commerce website of Western. V. Authorizations. A. Vendor grants to Western the exclusive, worldwide, royalty-free right and license to use and display any product information, specifications, warranty information, data, images, and/or intellectual property Vendor furnishes Western for use in its E-Commerce business during the Term of this Agreement Vendor Content. Western may use Vendor Content for any purpose related to its E-Commerce business or in furtherance of promoting Vendor’s products, including use in Western’s websites, emails, and marketing or advertising campaigns. Vendor acknowledges that Western is relying upon Vendor to ensure that all Vendor Content is accurate and complete, and Vendor agrees to notify Western and revise and resubmit Vendor Content promptly upon discovery that it is inaccurate or incomplete. B. Western agrees that it will not make modifications or alterations to Vendor Content without Vendor’s prior confirmation. Except for the limited license granted to Western herein, Vendor retains all right, title, and interest to Vendor Content. VI. Indemnification. VENDOR SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS WESTERN FROM AND AGAINST ANY AND ALL CLAIMS, LAWSUITS, JUDGMENTS, LOSSES, CIVIL PENALTIES, LIABILITIES, DAMAGES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEY’S FEES AND COURT COSTS, ARISING OUT OF OR RELATED TO ANY: A. ALLEGED DEFECT IN OR INJURY FROM VENDOR’S PRODUCTS; B. ALLEGED FAILURE OF VENDOR OR VENDOR’S PRODUCTS TO COMPLY WITH THIS AGREEMENT OR ANY LAWS, REGULATIONS, WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF VENDOR; C. ALLEGATIONS CONCERNING VENDOR CONTENT; D. NEGLIGENT OR GROSSLY NEGLIGENT ACTION, INACTION, OMISSION OR INTENTIONAL MISCONDUCT OF VENDOR; AND/OR E. USE OF OR INFRINGEMENT UPON ANY INTELLECTUAL PROPERTY RIGHT OF VENDOR. E-Commerce Vendor Buying Agreement Page 2 of 5 WESTERN SHALL MUTUALLY INDEMNIFY VENDOR FROM ANY: A. ALLEGED FAILURE OF WESTERNTO COMPLY WITH THIS AGREEMENT; B. NEGLIGENT OR GROSSLY NEGLIGENT ACTION, INACTION, OMISSION OR INTENTIONAL MISCONDUCT OF WESTERN; AND/OR C. USE OF OR INFRINGEMENT UPON ANY INTELLECTUAL PROPERTY RIGHT OF WESTERN. VII. Severability. The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. VIII. No Waiver. The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. IX. Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of       . (Name of State) X. Notices. Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. XI. Attorney’s Fees. In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. XII. Mandatory Arbitration. Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XIII. Entire Agreement. This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. E-Commerce Vendor Buying Agreement Page 3 of 5 XIV. Modification of Agreement. Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. XV. Assignment of Rights. The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. XVI. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. XVII. Compliance with Laws. In performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties. XVIII. Authorizations. Vendor grants to Western the non-exclusive, worldwide, royalty-free right and license to use and display any product information, specifications, warranty information, data, images, and/or intellectual property Vendor furnishes Western for use in its E- Commerce business during the Term of this Agreement Vendor Content. Western may use Vendor Content for any purpose related to its E-Commerce business or in furtherance of promoting Vendor’s products, including use in Western’s websites, emails, and marketing or advertising campaigns. Vendor acknowledges that Western is relying upon Vendor to ensure that all Vendor Content is accurate and complete, and Vendor agrees to notify Western and revise and resubmit Vendor Content promptly upon discovery that it is inaccurate or incomplete. XIX. Except for the limited license granted to Western herein, Vendor retains all right, title, and interest to Vendor Content. XX. Reservation of Rights. Western retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re- design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all products in our sole discretion. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions. You will stop and/or cancel orders of your products if we ask you to do so (provided that if you have transferred your products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with this Vendor Agreement) that has been charged for an order that we stop or cancel. XXI. Intellectual Property of Western. Vendor acknowledges and agrees that all patents, designs, trade names, trademarks, copyrights, trade secrets, or other intellectual property owned or controlled by Western shall be and remain the sole property of Western. E-Commerce Vendor Buying Agreement Page 4 of 5 WITNESS our signatures this the       day of       , 20       .             Western Company, Inc. Acme, Inc. By: By: (Signature of Officer) (Signature of Officer)             (P rinted Name) (P rinted Name )             (Office in Corporation) (Office in Corporation) E-Commerce Vendor Buying Agreement Page 5 of 5