Promotional Tote Bags Template

Promotional Tote Bags Agreement

This Promotional Tote Bags Agreement ("Agreement") is entered into by and between Client Name: and Vendor Name: , effective as of .

Recitals

WHEREAS, Client desires to procure promotional tote bags bearing Client's artwork, branding, or other identifying marks under the specifications and terms set forth herein; and

WHEREAS, Vendor represents that it has the capacity, equipment, and expertise to produce, print, and deliver the promotional tote bags in accordance with the specifications agreed by the parties; and

WHEREAS, the parties wish to set forth their mutual rights and obligations with respect to production, payment, delivery, inspection, and related matters.

Scope of Work

Vendor will manufacture and deliver promotional tote bags in accordance with the specifications below and the detailed scope described by the parties. Vendor shall provide materials, labor, printing, finishing, packaging, and shipping as specified.

Quantity and Pricing

Quantity:   Unit Price: $   Estimated Total: $

Payment Terms

Client shall pay Vendor as follows: a non-refundable deposit of $ due upon execution of this Agreement, with the remaining balance due as specified below.

Balance due no later than days prior to shipment. Late payments shall incur interest at % per month or the maximum rate permitted by law, whichever is lower.

Term and Termination

This Agreement commences on Start Date: and terminates on End Date: , unless earlier terminated in accordance with the terms below.

Either party may terminate for material breach if the breaching party fails to cure within days after written notice. Either party may terminate for convenience upon days' prior written notice. Termination shall not relieve Client of obligations to pay for goods delivered and work performed prior to termination.

Artwork, Approval and Production

Client shall supply final artwork in the format and resolution required by Vendor. Vendor will provide a digital proof. Client must approve the proof in writing within days of receipt. Production will commence only after receipt of approval and required deposit. Client acknowledges production tolerances consistent with industry standards.

Delivery, Inspection, and Acceptance

Vendor will deliver items FOB Vendor's facility unless otherwise agreed. Shipping terms and costs:

Client shall inspect delivered goods within days of receipt and must notify Vendor in writing of any nonconformity. Failure to timely notify Vendor shall constitute acceptance.

Confidentiality

Each party shall treat as confidential all technical, commercial, and other non-public information disclosed by the other party in connection with this Agreement. Confidential information shall not include information that is publicly known, rightfully received from a third party, or independently developed without the use of confidential information. Confidential information shall be used solely to perform obligations under this Agreement and shall not be disclosed except to employees or contractors who have a need to know and are bound by confidentiality obligations at least as restrictive as those set forth herein.

Representations, Warranties and Indemnity

Vendor warrants that goods will conform to the agreed specifications at the time of delivery and will be free from material defects in workmanship and materials for a period of days. Client warrants that Client owns or has the right to use all artwork and trademarks provided and will indemnify Vendor against claims arising from Client-owned intellectual property.

Limitation of Liability

Except for liability resulting from willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special, or punitive damages. Vendor's aggregate liability arising out of or related to this Agreement shall not exceed the total amounts paid by Client to Vendor under this Agreement.

Change Orders and Cancellations

Any change to specifications, quantity, or delivery schedule must be made by written change order signed by both parties. Vendor may charge for reasonable costs and time incurred to accommodate changes, including a change order fee of %. Cancellations after production commencement may result in forfeiture of deposit and additional charges to cover Vendor's costs.

Force Majeure

Neither party shall be liable for delays or failures in performance due to causes beyond its reasonable control, including acts of God, labor disputes, shortages of materials, or governmental actions. The affected party shall provide prompt notice of a force majeure event and shall use commercially reasonable efforts to mitigate its effects.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. This Agreement, together with any written change orders signed by the parties, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to its subject matter. No amendment shall be effective unless in writing and signed by both parties.

Notices

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