Vendor Agreement

VENDOR AGREEMENT

This Vendor Agreement ("Agreement") is entered into as of May 4, 2026 between:

  Buyer: Acme Inc., of 123 Main St, San Francisco, CA 94103; and
  Vendor: Beta Supply Co., of 456 Industrial Way, Phoenix, AZ 85001.

1. GOODS / SERVICES
Vendor agrees to supply the following goods and/or services (the "Supplies"):

Custom-printed promotional materials including brochures, banners, and event signage as ordered from time to time via written purchase order.

2. ORDERS
Buyer shall place orders by written purchase order. No order is binding until accepted in writing by Vendor.

3. PRICING
Per-order pricing as quoted by Vendor in writing, with volume discounts of 10% for orders over $5,000 and 15% for orders over $10,000.

Prices are exclusive of taxes, duties, and shipping unless otherwise stated. Pricing may be adjusted by Vendor on 30 days' written notice; new prices apply only to orders placed after the notice period.

4. PAYMENT
Payment terms: Net 30 days from invoice date. 1.5%/month late fee on past-due balances..

5. DELIVERY
Standard lead time 10 business days from order. Rush orders subject to 25% surcharge.

Risk of loss passes to Buyer upon delivery to the carrier. Title passes upon receipt of full payment.

6. WARRANTIES
Vendor warrants that the Supplies will:
  (a) conform to the specifications mutually agreed in each order;
  (b) be free from material defects in workmanship and materials for 90 days from delivery;
  (c) be supplied in compliance with all applicable laws.

If a Supply is found defective within the warranty period, Vendor will, at its option, repair, replace, or refund the affected Supply. This is the sole and exclusive remedy.

7. INTELLECTUAL PROPERTY
Each party retains all pre-existing IP. Any IP created specifically for Buyer under a custom order shall be owned by Buyer upon full payment, except that Vendor retains the right to use general know-how, methods, and tools developed in performing the work.

8. CONFIDENTIALITY
Each party shall protect the other's confidential information with at least the same degree of care it uses for its own, for a period of 3 years from disclosure.

9. TERM AND TERMINATION
This Agreement begins on the Effective Date and continues for 1 year, automatically renewing for additional 1-year terms unless either party gives 60 days' written notice of non-renewal. Either party may terminate immediately for material breach not cured within 30 days of written notice.

10. LIMITATION OF LIABILITY
Vendor's total cumulative liability for any claim arising from this Agreement shall not exceed the total amount paid by Buyer to Vendor in the 12 months preceding the claim. Neither party shall be liable for indirect, consequential, or incidental damages.

11. INSURANCE
Vendor shall maintain general liability insurance with minimum coverage of $1,000,000 per occurrence and provide a certificate of insurance upon request.

12. GOVERNING LAW
This Agreement is governed by the laws of the State of California.

13. ENTIRE AGREEMENT
This Agreement, together with any signed purchase orders, is the entire understanding between the parties on its subject. Conflicting terms in Vendor's quotation, invoice, or order acknowledgment do not apply.

BUYER                                          VENDOR

By: _____________________________     By: _____________________________
Name: Acme Inc.            Name: Beta Supply Co.
Title: ___________________________     Title: ___________________________
Date: ____________________________     Date: ____________________________