BOMM – Vendor Agreement
Effective as of January 31, 2023
This Vendor Agreement is made effective as of the date, read, acknowledged, and agreed upon by you (the vendor), by and between Black-Owned Market Movement (BOMM) (Third-party), and the Organization/Company providing the opportunity.
WHEREAS, the Black-Owned Market Movement is the Organizer and procurer of opportunities with various organizations and companies
WHEREAS, you are engaged in conducting business and providing services.
NOW, THEREFORE, it is agreed that:
PURPOSE.
The organization agrees to provide you vendor/setup space to conduct business at the specified location(s). Your usage of space is limited to the space allotted by the event coordinator as identified prior to the event/opportunity. In general, you are allotted, and not, guaranteed a location for set-up and conduction of business. You accept the opportunity to participate as a vendor at the designated location commencing on your requested date(s). You hereby accept the following listed conditions and limitations.
HOURS OF OPERATION.
Hour will vary and be provided to you prior to the opportunity/event. Do not expect change unless the organization’s event coordinator or BOMM affiliates notify you of other hours of operation.
INSTALLATION AND TEAR DOWN.
You shall set up and tear down the facilities for sale on your requested dates when directed by the Organization’s event coordinator on your requested and approved opportunity/event dates.
PAYMENT.
You are provided with a vendor opportunity or opportunities for the exchange of the designated reservation fee and/or an after event profit percentage (if applicable) ranging between 5%-50% (at BOMM discretion). This is to paid prior to the event/opportunity or upon a submitted invoice from BOMM.
Vending Fee’s vary from each event which will be decided by the Event coordinator or directorates of the event’s organization. These set fee’s WILL be required for payment if selected to participate. Failure to do so will result in disciplinary action and/or termination from future events.
APPEARANCE.
You are responsible for cleaning and maintaining the Space provided in an organized and neat manner. This responsibility includes removing any and all bulk trash accrued during your setup. Should you fail to keep the Space in an orderly manner, this will result in additional removal fees and/or termination from future events.
EXTRA SERVICES
The requesting organization is not obliged to provide telephone, water, electrical and drain services to you. You shall also be responsible for payment of other charges like electricity charges, water charges, taxes, etc. to the concerned authorities.
DISPLAYS AND SIGNS.
All displays must be free-standing. Nothing may attach to any walls or columns by any means at all. Signs must be free-standing. Signs should not block other vendor’s shops.
QUALITY PRODUCTS.
You shall ensure the proper quality of the products sold. You shall comply with all applicable laws as to the vendor’s sales.
EMPLOYMENT OF STAFF.
You will employ adequate staff at your own cost in order to operate the Space provided (if applicable).
INSURANCE.
You are solely responsible to obtain insurance coverage on property and be able to present it at any time. You assume full responsibility for items left on the premises. The service requesting organization and BOMM accept no liability for lost, stolen, or damages property and is not required to carry additional insurance to cover your property.
INDEMNIFICATION.
You agree to indemnify and hold the requesting organization and BOMM harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the Organization that result from the acts or omissions of you and/or your employees, agents, or representatives. The Organization shall be solely responsible for ensuring all applicable laws are followed and complied with in selling and presenting the Organization’s products and services at the Event.
DEFAULT.
The occurrence of any of the following shall constitute a material default under this Agreement:
1. The failure to make a required fee/donation when due.
2. The insolvency or bankruptcy of either party.
3. The subjection of any of either party’s property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
4. The failure to make available or deliver the Services in the time and manner provided for in this Agreement.
FORCE MAJEURE.
If the performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
ARBITRATION.
Any controversies or disputes arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree to such a selection, each party will select an arbitrator and the two arbitrators, in turn, shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties or otherwise mutually agreed upon by the parties. All documents, materials, and information in the possession of each party that are in any way relevant to the dispute shall be made available to the other party for review and copying no later than 30 days after the notice of arbitration is served. The arbitrator(s) shall not have the authority to modify any provision of this Agreement or to award punitive damages. The arbitrator(s) shall have the power to issue mandatory orders and restraint orders in connection with the arbitration. The decision rendered by the arbitrator(s) shall be final and binding on the parties, and judgment may be entered in conformity with the decision in any court having jurisdiction. The agreement to arbitration shall be specifically enforceable under the prevailing arbitration law. During the continuance of any arbitration proceeding, the parties shall continue to perform their respective obligations under this Agreement.
ENTIRE AGREEMENT.
This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.
SEVERABILITY.
If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
AMENDMENT.
This Agreement may be modified or amended in writing.
GOVERNING LAW.
This Agreement shall be construed in accordance with the laws of the State of Texas.
NOTICE.
Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
WAIVER OF CONTRACTUAL RIGHT.
The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
ASSIGNMENT.
Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.
SIGNATORIES.
By continuing the process of allocating a reservation or request to this particular event procured by BOMM, this agreement shall be effective immediately by and between you, BOMM, and the requesting Organization regardless of any additional signatures.