Marketplace Fabric Agreement

Marketplace Fabric Agreement

This Marketplace Fabric Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Marketplace operates an online marketplace facilitating presentation, marketing, and sale of textile and fabric products and desires to list, display, and offer certain textile products for sale on the Marketplace; and

WHEREAS, Supplier is in the business of manufacturing, sourcing, or reselling fabric and related textile goods and has represented that Supplier will supply fabrics in accordance with the quality, labeling, and compliance requirements set forth herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Supplier will provide fabric products, product information, and associated services to Marketplace for listing and resale on the Marketplace.

1. SCOPE OF WORK

Supplier shall supply fabric products, samples, textile specifications, high-resolution images, accurate product descriptions, care and content labeling, and any required safety or compliance documentation necessary for Marketplace to list and offer the fabric products for sale. Supplier shall ensure all listings are accurate and complete and shall update Marketplace promptly regarding any changes affecting product availability or safety.

2. PAYMENT TERMS

Marketplace shall pay Supplier for fabric products in accordance with the pricing and schedule set forth below. All payments shall be made in United States dollars unless otherwise agreed in writing. Supplier shall issue invoices in reasonable detail and Marketplace shall pay undisputed amounts within the agreed payment period.

3. DELIVERY, INSPECTION AND RETURNS

Supplier shall deliver products in accordance with agreed shipping terms. Marketplace or Marketplace's customers shall have the right to inspect delivered goods for conformity with specifications and applicable laws. Non-conforming goods may be rejected and returned at Supplier's expense. Supplier shall promptly fulfill accepted returns, replacements, or refunds in accordance with Marketplace's policies and this Agreement.

4. WARRANTIES AND REPRESENTATIONS

Supplier represents and warrants that: (a) all fabrics conform to the descriptions, specifications, and samples provided; (b) products are free of defects in material and workmanship; (c) products comply with all applicable federal, state, and local laws, labeling and safety requirements; and (d) Supplier has the right to supply and license the product images, descriptions, and intellectual property rights necessary for Marketplace to list and sell the products.

5. CONFIDENTIALITY

Each party agrees to keep confidential all non-public business, technical and financial information disclosed by the other party that is designated as confidential or that, by its nature, should reasonably be understood to be confidential ("Confidential Information"). Confidential Information shall not include information that is or becomes generally known to the public through no fault of the receiving party, independently developed by the receiving party without use of the disclosing party's Confidential Information, or rightfully received from a third party without restriction. The receiving party shall use Confidential Information only to perform its obligations under this Agreement and shall protect it with at least the same degree of care it uses to protect its own confidential information, but not less than a reasonable degree of care.

6. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue until terminated as provided below.

Term Commencement: . Term End:

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within thirty (30) days after written notice. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations and duties with respect to confidentiality and indemnity.

7. INTELLECTUAL PROPERTY AND LICENSES

Supplier grants Marketplace a non-exclusive, royalty-free license to use, reproduce, display, and distribute Supplier-provided product images, descriptions, trademarks and other materials solely for the purpose of marketing and selling Supplier's products on the Marketplace during the term of this Agreement. Supplier warrants that it holds or has obtained all rights necessary to grant the license and that Marketplace's use will not infringe third-party rights.

8. INDEMNIFICATION

Supplier shall indemnify, defend and hold harmless Marketplace and its affiliates, officers and employees from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to (a) Supplier's breach of any representation, warranty or obligation under this Agreement; (b) claims that Supplier products infringe or misappropriate any third-party intellectual property rights; or (c) noncompliance of products with applicable laws or safety standards.

9. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, fraud, or Supplier's indemnification obligations, neither party shall be liable for consequential, incidental, special, or punitive damages. The aggregate liability of either party for direct damages under this Agreement shall not exceed the total amounts paid or payable by Marketplace to Supplier under this Agreement in the twelve (12) months preceding the claim.

10. COMPLIANCE WITH LAW; RECALLS

Supplier shall ensure all products comply with applicable laws, regulations, industry standards and labeling requirements. In the event of a safety issue or product recall, Supplier shall promptly notify Marketplace, cooperate with recall efforts and bear all reasonable costs associated with the recall and notification to affected customers.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to its choice-of-law rules.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations and understandings, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information set forth below or to such other address as either party may designate by notice in accordance with this Section.

14. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except to a successor entity in connection with a merger or sale of substantially all assets.

Sign Now