This Purchasing Agency Agreement is between a company and a purchasing agent who will procure specific products for the company. This agreement sets forth the specific terms of the arrangement including the term, the agent’s responsibilities and the payment of salary and expenses. This Purchasing Agency Agreement also sets forth the independent contractor status of the purchasing agent.
PURCHASING AGENCY AGREEMENT
THIS AGREEMENT (the “Agreement”) is made and entered into this _____ day of ____________, 20____, by and between ___________________________________, of _____________________________________________________, (the “Purchasing Agent”) and ______________________________________, of, _____________________________ (the “Company”)
The parties hereto agree as follows:
Company hereby appoints the Purchasing Agent to act as its representative for the procurement of the following: __________________________________________________ (the “Products”). The Purchasing Agent shall procure the said Products on behalf of the Company in accordance with the instructions given by the Company. Purchasing Agent does hereby accept such appointment and agrees to act as Purchasing Agent under the terms and conditions specified in this Agreement.
This Agreement shall be in effect as of the date set forth above, and shall continue for a period of _______________ years. Thereafter, this Agreement shall be automatically renewed on a yearly basis thereafter. Notwithstanding the foregoing, either party shall have the right to terminate this Agreement at any time upon giving thirty (30) days notice, in writing to the other party.
Purchasing Agent shall:
(a) Negotiate with independent manufacturers, suppliers and vendors with respect to prices, terms and deliveries for the Products;
(b) Enter into purchasing contracts with independent manufacturers and vendors with respect to Products;
(c) Inspect the Products destined for shipment and delivery to Company for quality control purposes and issue inspection certificates certifying that the Products conform to purchase contracts or order;
(d) When requested, arrange for international transportation and/or appropriate insurance coverage, relating to shipment and delivery of the Products to Company;
(e) Perform any and all other services and activities (including negotiations relating thereto and payment therefor) agreed to in writing by and between Company and Purchasing Agent.
Purchasing Agent shall provide the Services as an independent contractor and Purchasing Agent shall not act as an employee, Purchasing Agent or broker of the Company. As an independent contractor, Purchasing Agent will be solely responsible for paying any and all taxes levied by applicable laws on its compensation. Purchasing Agent understands that Company will not withhold any amounts for payment of any taxes from Purchasing Agent's compensation.
During the term of this Agreement, Company shall pay the Purchasing Agent for its Services under this Agreement the sum of $________. Payment shall be made by the ________ day of the month following receipt of Purchasing Agent’s invoice for the Services.
The Company agrees to reimburse any pre-approved out of pocked expenses incurred by the Purchasing Agent in connection with the Services, including, but not limited to, travel expenses, audit fees, tax fees, payroll service fees, etc.
Purchasing Agent in the course of performing the Services hereunder may gain access to certain confidential or proprietary information of the Company. Such “Confidential Information” shall include all information concerning the business, affairs, products, marketing, systems, technology, customers, end-users, financial affairs, accounting, statistical data belonging to the Company and any data, documents, discussion, or other information developed by Purchasing Agent hereunder and any other proprietary and trade secret information of Company whether in oral, graphic, written, electronic or machine-readable form. The Purchasing Agent agrees to hold all such Confidential Information of the Company in strict confidence and shall not, without the express prior written permission of Company, (a) disclose such Confidential Information to third parties; or (b) use such Confidential Information for any purposes whatsoever, other than the performance of its obligations hereunder. The obligations under this Section shall survive termination or expiration of this Agreement.
(a) Either party may terminate this Agreement for convenience by providing thirty (30) days written notice (“Termination Notice”) to the other party.
(b) If a party violates its obligations to be performed under this Agreement, the other party may terminate the Agreement by sending a thirty (30) days notice in writing. Upon receiving such notice, the defaulting party shall have thirty (30) days from the date of such notice to cure any such default. If the default is not cured within the required thirty (30) day period, the party providing notice shall have the right to terminate this Agreement.
Purchasing Agent shall not assign any of their rights under this Agreement, or delegate the performance of any of the obligations or duties hereunder, without the prior written consent of the Company and any attempt by Purchasing Agent to so assign, transfer, or subcontract any rights, duties, or obligations arising hereunder shall be void and of no effect.
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during receiving party’s regular business hours or by facsimile before or during receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid, to the addresses heretofore below, or to such other addresses as the parties may, from time to time, designate in writing pursuant to the provisions of this section.
This Agreement is to be construed in accordance with and governed by the internal laws of the State of ___________________.
All disputes under this Agreement shall be settled by arbitration in _________________ before a single arbitrator pursuant to the commercial law rules of the American Arbitration Association. Arbitration may be commenced at any time by any party hereto giving written notice to the other party to a dispute that such dispute has been referred to arbitration. Any award rendered by the arbitrator shall be conclusive and binding upon the parties hereto.
This provision for arbitration shall be specifically enforceable by the parties and the decision of the arbitrator in accordance herewith shall be final and binding without right of appeal.
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable, this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect.
LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, BUSINESS INTERRUPTION, LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, DAMAGES FOR LOSS OF PROFITS, INCURRED BY THE OTHER PARTY ARISING OUT OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL NEITHER PARTY’S LIABILITY ON ANY CLAIM, LOSS OR LIABILITY ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT SHALL EXCEED THE AMOUNTS PAID TO PURCHASING AGENT.
Each party shall at its own expense indemnify and hold harmless, and at the other party’s request defend such party its affiliates, subsidiaries, successors and assigns officers, directors, employees, sublicensees, and Purchasing Agents from and against any and all claims, losses, liabilities, damages, demand, settlements, loss, expenses and costs (including attorneys’ fees and court costs) which arise directly or indirectly out of or relate to (a) any breach of this Agreement, or (b) the gross negligence or willful misconduct of a party’s employees or Purchasing Agents;
ENTIRE AGREEMENT; AMENDMENT
This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, communications and agreements, whether written or oral, between the parties relating to the subject matter hereof and all past courses of dealing or industry custom. No modification of or amendment to this Agreement shall be effective unless in writing and signed by each of the parties.
The waiver by either party of a breach of or a default under any provision of this Agreement shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy.
The headings used in this Agreement are for convenience only and shall not be used to limit or construe the contents of any of the sections of this Agreement.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first set forth above.
COMPANY PURCHASING AGENT
By: _____________________________ By:______________________________
Name: _________________________ Name: _________________________
Title: ¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬¬__________________________ Title: ___________________________
Date: ____________________________ Date: ____________________________