1. INDEPENDENT VENDOR STATUS: Vendor, and any persons providing services to Vermontmaplesyrup.com doing business as Vermontmaplesyrup.com (“Company”) under this Agreement, (collectively, “Vendor”) is an independent contractor and not a Company employee. Nothing herein creates or is intended to create any employment relationship between Vendor and Company. Vendor acknowledges that Company does not have control or the right to control Vendor as to the work done and the manner and means in which it is performed. Vendor shall not be eligible to participate in or receive any benefit from any benefit plan or program available to Company employees. Company shall not provide workers’ compensation coverage for Vendor or any persons employed or retained by Vendor. Vendor shall comply with all applicable laws and regulations and shall have sole responsibility for the payment of all applicable taxes and withholdings with respect to Compensation paid to Vendor. All persons employed or retained by Vendor in connection with Vendor’s provision of Goods or performance of Services shall not be considered employees of Company. Vendor retains sole and absolute discretion in the manner and means of carrying out the Services. Vendor has no authority to bind Company to or under any obligation or liability.
2. TERMS OF PAYMENT: The normal terms of payment will be 5-10 Days from receipt and acceptance of goods or services and Supplier’s invoice. Terms of payment are 20% of total cost of goods sold.
3. PACKING: All shipments will include an itemized list of each package‘s content, and reference the Buyer’s Purchase Order Number. No charges will be allowed for cartage or packing unless agreed upon in writing by the Buyer prior to shipment.
4. TRANSPORTATION AND TITLE: (a) Title to the goods will pass to the Buyer upon receipt and acceptance at the destination or as indicated herein. Until acceptance, the Seller retains the sole insurable interest in the goods. (b) The shipper will prepay all transportation charges. The Buyer will not accept collect freight charges. (c) No premium carriers will be used for the Buyer’s account without prior written consent of the Director of Purchasing & Distribution Services.
5. RISK OF LOSS: The Seller assumes the following risks: (a) all risks of loss or damage to all goods, work in process, materials and equipment until the delivery thereof as herein provided; (b) all risks of loss or damage to third persons and their property until delivery of all goods as herein provided; (c) all risks of loss or damage to any property received by the Seller or held by the Seller or its suppliers for the account of the Buyer, until such property has been delivered to the Buyer; (d) all risks of loss or damage to any of the goods or part thereof rejected by the Buyer, from the time of shipment thereof to Seller until redelivery thereof to the Buyer.
6. SUPPLIER’S WARRANTIES: Supplier hereby warrants that: (i) all Goods shall be free from defects in design, workmanship and materials, shall conform to Vermontmaplesyrup.com specifications and shall be of merchantable quality and fit for the purposes for which they were intended; (ii) all Goods and Services shall conform to all representations, affirmations, promises, descriptions, samples and/or models provided by Supplier to Vermontmaplesyrup.com in connection with the Order; and (iii) all Goods shall be free and clear of all liens, claims or encumbrances of any kind, including, without limitation, infringement of any patent, copyright, trademark, trade name, trade secret or other proprietary or protected right in any country. Supplier’s warranties shall run to Vermontmaplesyrup.com and its successors, legal representatives, assigns and customers and shall survive acceptance of the Goods and Services and payment therefor by Vermontmaplesyrup.com.
7. COMPLIANCE WITH LAWS: Supplier shall (i) comply with all applicable international, national, state, regional, and local laws and regulations (including, without limitation, export and import laws and regulations, anti-bribery and anti-corruption laws, and regulations and the laws of the United States regarding sanctioned countries and sanctioned persons) in performing its duties under this Agreement and (ii) conduct its business in a manner that reflects favorably on the Goods and Services and the good name, goodwill and reputation of Vermontmaplesyrup.com. Supplier warrants that all Goods and Services shall be produced, fabricated, manufactured, assembled, imported, and exported in compliance with all federal, state and local laws, regulations, ordinances or orders of any country, nation, state, city, town, province, or territory presently in force or enacted, promulgated or adopted hereafter relating to the fabrication, manufacture, assembly, import, export, use, or sale of the Goods and, do not and will not violate any such laws, and Supplier agrees to protect, indemnify and save harmless Vermontmaplesyrup.com from any and all claims, suits, liabilities, damages, losses or expenses incurred by Vermontmaplesyrup.com or any customers of Vermontmaplesyrup.com as a result of any alleged violations thereof by Supplier, its employees, directors, officers, agents, subcontractors, or affiliates. Without in any way limiting the foregoing, Supplier also warrants that: (i) all Goods will be produced, fabricated, manufactured, assembled and processed in whole and in part, by Supplier and any of its subcontractors, in compliance with all applicable provisions of: (1) the Fair Labor Standards Act of 1938, as amended, and all regulations and orders of the U.S. Department of Labor related thereto (the “FLSA”), (2) state and local laws pertaining to child labor, minimum wage and overtime compensation and (3) the wage and hour laws of the country of manufacture (if the Goods are manufactured outside of the United States) and without the use of child, prison or slave labor; (ii) Vermontmaplesyrup.com possession or resale of the Goods will not violate the “hot goods” or “hot cargo” provisions of the FLSA and comparable state and local laws; and (iii) Supplier currently has in effect a program of monitoring any subcontractors who perform work for it in connection with the production of merchandise for Vermontmaplesyrup.com for compliance with the FLSA and comparable state and local laws.
8. INDEMNIFICATION: In addition to any other indemnification obligations set forth herein, Sell shall defend, indemnify and hold harmless Vermontmaplesyrup.com, its parents, subsidiaries, affiliates, customers and their respective officers, directors, employees, agents and representatives, from any and all liability including strict liability, any and all allegations, demands, claims, charges, liabilities, damages, causes of actions, suits, proceedings, judgments, awards, orders, decrees, fines, penalties, debts, losses, costs or expenses, including, but not limited to, attorneys’ fees, court costs and costs of settlement (collectively, “Claims”), which Vermontmaplesyrup.com may suffer, sustain or become subject to arising out of, or in any manner based upon, Supplier’s breach of any representation or warranty herein, the performance or nonperformance of the Services of this Order, or arising or occurring by reason of the Goods or Services, or the use thereof, or any defect therein or condition thereof, including without limitation any Claim or suit for unfair competition, or alleged infringements of patents, copyrights, trade secrets, trademark or other intellectual property right, or on account of Supplier’s violation of any of the terms hereof, including but not limited to compliance with all relevant laws and regulations. Supplier acknowledges and agrees that Supplier will promptly respond to Vermontmaplesyrup.com notification of any Claim and shall promptly confirm Supplier’s defense and indemnification of Vermontmaplesyrup.com as required herein. In addition to any other rights or remedies set forth herein, in the event Supplier fails to promptly respond to Vermontmaplesyrup.com notification of any Claim and/or fails to promptly confirm its defense and indemnification of Vermontmaplesyrup.com as required herein, Supplier will be responsible to reimburse Vermontmaplesyrup.com any fees it may incur including attorney’s fees and costs to pursue Supplier’s compliance (or compliance of any of Supplier’s subcontractors and suppliers) to the terms conditions, representations and warranties set forth in this Order.
9. VENDORS REPRESENTATIONS, WARRANTIES, AND COVENANTS. Vendor shall comply with applicable law and Company policies and procedures and maintain all licenses, permits and registrations required by law for the performance of the Services. Company is an equal opportunity employer and federal contractor or subcontractor. Consequently, the parties agree that, as applicable, they will abide by the requirements of 41 CFR 60-1.4(a), 41 CFR 60-300.5(a) and 41 CFR 60-741.5(a) and that these laws are incorporated herein by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. These regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability. The parties also agree that, as applicable, they will abide by the requirements of Executive Order 13496 (29 CFR Part 471, Appendix A to Subpart A), relating to the notice of employee rights under federal labor laws.
10. OTHER ENGAGEMENTS. Throughout the period Vendor is providing Goods or Services, Vendor will not, without the prior written consent of Company: (a) enter into or engage in any business that is preparing to compete or directly competes with the business or demonstrably anticipated business of Company; or (b) promote or assist, financially or otherwise, or invest in any person, firm, association, partnership, corporation or other entity engaged in any business that is preparing to compete or directly competes with the business or demonstrably anticipated business of Company, except for passive investments of less than 5% in publicly traded companies.