Please read all the terms and conditions set forth in the END USER SUPPLY AND LICENSE AGREEMENT before clicking to agree.
Your obligations are clearly set out herein.
END USER SUPPLY AND LICENSE AGREEMENT
BETWEEN: The Grand Bevy Corporation dba SIPMI herein referred to as the "Supplier ", a company organized and existing under the laws of Indiana being head quartered in 5515 S 100 W, Poneto, IN, 46781.
You the Purchaser of the SIPMI products “Purchaser” herein defined under the Definitions and Interpretations
WHEREAS the Supplier has developed, invented a proprietary product and technique to allow for images to be placed on top of beverages and herein referred to as “SIPMI”. Supplier manufactures and distributes SIPMI products.
The Purchaser acknowledges that Supplier is the inventor and the only manufacturer of certain SIPMI products and services and that the Supplier owns the intellectual property, trade mark and rights to SIPMI its products as defined further herein.
Purchaser wishes to use the SIPMI products to either sell and or create images on drinks and wishes to license SIPMI, its trademark and processes as well as purchase SIPMI products as defined herein.
The Supplier wishes to license its trademark, name, and service to Purchaser and Purchaser wishes to purchase the SIPMI products needed and license it’s trademark, name and service from Supplier exclusively.
Both parties have agreed to the following terms and conditions;
1. DEFINITIONS AND INTERPRETATION
1.1 Whenever used in this Agreement, the schedules thereto, or any ancillary document thereto, the following terms, unless the subject matter or context otherwise requires, shall have the following meanings:
1.1.1 “Agreement” means or refers to this Agreement as amended from time to time and any indenture, agreement or instrument supplemental or ancillary hereto or in implementation hereof;
1.1.2 “Business Day” means any day excluding Saturday, Sunday and any other day which in the State of Texas is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close;
1.1.3 “Person” means any individual, company, corporation, partnership, firm, trust, sole proprietorship, government or entity howsoever designated or constituted; and
1.1.4 “Product” means or refers to the various SIPMI food grade perishable product supplies that are needed and used to create SIPMI and of which include SIPMI FOAM, SIPMI INKS, SIPMI PAPER, SIPMI DEVICES sold and our leased pursuant to this Agreement.
1.1.5 “SIPMI Device(s)” means electronic and specialized food grade printing machines that the Supplier leases to the Purchaser.
1.16 “SIPMI DIRECT” refers to the product and services where Supplier prints on behalf of the Purchaser and ships the printed images and the required amount of SIPMI Foam.
1.2 Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders.
1.3 The division of this Agreement into articles and insertion of headings is for convenience and reference only and shall not affect the construction or interpretation of this Agreement.
1.4 All dollar amounts referred to in this Agreement are in lawful money of the United States of America.
1.5 The preamble hereto form an integral part of this Agreement.
2. SALE AND PURCHASE OF PRODUCTS
2.1 The Supplier agrees to sell the Products as well as license the use of it’s trademark, name and service SIPMI to the Purchaser in order for the Purchaser to sell the products and services of SIPMI to its clients. The Purchaser agrees to purchase from the Supplier the Products and license the use of Supplier’s trademark, name and service SIPMI for the prices and subject to the terms and conditions contained herein.
2.2 The Purchaser agrees to purchase the Products at the rates and the minimum units as set out in this website.
3. SALES TAX AND RESELLERS PERMITS
SALES TAX MAY APPLY Where the Purchaser is NOT able to provide the Supplier with a valid local state permit for the resale of the Products and that exempts the Purchaser from paying sales tax. WHERE NO SUCH PERMIT IS PROVIDED FROM THE PURCHASER TO THE SUPPLIER THEN THE PURCHASER IS LIABLE TO PAY ALL NECESSARY SALES TAXES.
DELIVERY AND MINIMUM ORDERS OF PRODUCTS
3.1 Purchaser expressly agrees that Purchaser is responsible and shall pay for all delivery costs.
3.2 The Purchaser hereby recognizes the minimum purchase requirements of the Product.
3.3 Urgent orders requiring delivery within forty eight (48) hours will incur a rush fee and charge and are subject to availability of the Product. The Purchaser may be liable for all and any additional costs incurred by the Supplier for any and all Product delivered within forty eight (48) hours.
3.4 The title to the Products sold hereunder shall pass from the selling party to the purchasing party upon complete payment of the purchase price of the Products. ALL risks of lost or damage to such Products sold hereunder shall pass from the selling party to the purchasing party at the date and place of free on board.
4. PRICE OF PRODUCTS
4.1 Due to unforeseen market circumstances, all prices of the Product sold and cited here in Schedule A of this Agreement are subject to change. Where substantial changes are made to the pricing and those substantial changes are in excess of ten (10%) percent then formal notice must be given to the Purchaser by the Supplier thirty (30) days in advance of such changes.
4.2 The prices of the Products shall be free on board prices and shall be increased by the amount of any taxes or other governmental charges that may or may not be due and payable with respect to the sale of the Products where the Purchaser is unable to supply a reseller’s certificate.
5. TERMS OF PAYMENT
The Purchaser agrees to make all payments in full at the time of ordering and prior to the Supplier making arrangements for shipment.
6. TERM OF AGREEMENT
6.1 This Agreement is for a term of two (2) years commencing on the date of purchase of the products and shall automatically renewed for a a further term of one (1) year term unless either party terminates it upon written notice given to the other party at least sixty (60) calendar days prior to the end of the initial term or of any subsequent terms.
6.2 Either party shall be entitled to terminate this Agreement prior to its expiry date upon the occurrence of any material default or omission of the other party to fulfill its obligations under this Agreement or any terms and conditions of this Agreement on the thirtieth (30th) calendar day following the sending of a written notice to such defaulting party indicating any such default or omission, unless such defaulting party has remedied said default or omission, within the said thirtieth (30th) days.
6.3 Where any termination occurs for any reason whatsoever by the fault of any party, then the Purchaser forfeits its full rights as licensee and no grant is given thereafter for the use of any of the Supplier's intellectual property, any processes, any Products, trade marks and or names and the Purchaser shall not offer any such service similar in nature to SIPMI or any other form of images on beverages whatsoever at any location and or future location of the Purchaser. All and any lease payments for the remaining term and period of the lease as in Part 4 above must be paid in full at the time of termination by the Purchaser to the Supplier.
6.4. The purchaser shall have full rights under law to seek damages occurred from any default in contract made by the purchaser.
6.5 The Purchaser shall have the right to terminate the agreement giving sixty (60) days notice to the Supplier of their intent to terminate. The Purchaser shall be liable and must pay all outstanding invoices, payments due as well as the remaining any and all lease payments for the remaining term and period of the lease as in Part 4 at the time of termination. The Purchaser forfeits it’s rights and licenses to SIPMI, its process, procedures and shall not implement any similar program or system such as SIPMI in anyway.
6.6 Notwithstanding the provisions of this part 7, either party shall be entitled to terminate this Agreement at any time, upon simple notice to that effect, in the event:
6.6.1 that the other party commits an act of bankruptcy, within the meaning given to that expression in the Bankruptcy Act, is declared bankrupt, becomes insolvent or makes an assignment of all its property for the general benefit of its creditors; or
6.6.2 that the other party proceeds with its dissolution or liquidation or is the object of any procedure for its dissolution and/or liquidation.
6.7 Each party shall, within fourteen (14) calendar days following the expiration or termination of this Agreement, as the case may be, pay to the other party any unpaid portion, including any accrued interest, of the purchase price of all Products purchased by it and delivered by the other party on or before the date of expiration or termination.
6.8 Any party may, at its sole discretion, refuse to execute any order of any party remaining unexecuted at the date of expiration or termination of this Agreement or in case of default of any party to fulfill any of its obligations under this Agreement.
6.9 All obligations or liabilities of the parties accrued on the date of expiration or termination of this Agreement shall survive such expiration or termination including those set out in Part 4 above.
7.1 The Supplier warrants that the Products sold by such party hereunder shall be of merchantable quality.
7.2 The Purchaser's failure to give the Supplier notice of any claims in respect to the quality of the Products delivered shall constitute unqualified acceptance thereof and a waiver by such party of all claims in respect thereof. Notice of such a claim shall be made in writing within seven (7) calendar days of the receipt of the Products.
7.3 The Purchaser having received a written notice pursuant to subsection 8.2 herein above shall have fourteen (14) calendar days to examine the Products in respect of which the notice was received. In the event that the Supplier finds that the Products are not, as provided in sub-section 8.1 herein above, of the quality warranted or do not meet the specifications requested by the Purchaser, the Supplier shall either, at its option, replace without charge the Products in respect of which the notice was given or refund, within seven (7) Business Days of such inspection, the price paid by the Purchaser for such Products. If the Supplier decides to replace the defective Products, such new Products shall be delivered, at the Supplier's expenses. The Purchaser shall, if so requested by and at the expenses of the selling party, return the defective Products to the selling party, upon receipt of the new Products or the refund of the purchase price of the Products.
7.4 Liability of Products that do not meet the specifications of the Purchaser is limited to the replacement of Products or to the refund of the purchase price of the Products as provided for in sub-section 8.3 herein above and the Supplier shall in no case be liable otherwise or for indirect or consequential damages. The parties agree that, except as provided in sub-section 7.1 herein above, no warranty is given by the parties with respect to the Products.
8. LICENSE AND GRANT AND PURCHASER OBLIGATIONS
8.1. The Supplier hereby grants a non-transferable license for the use of SIPMI, its name and promotion, for the use and sale of the Products and SIPMI to the Purchaser.
8.2. As a condition of this Agreement, the Purchaser hereby agrees to and must refer to the Product and SIPMI as "SIPMI" within all marketing, sales and promotional material wherever they sell, promote and market the Purchaser's application of the Products and SIPMI to their own clients. The service provided by the Purchaser to their own clients must be referred to as “SIPMI”.
8.3. The Supplier agrees to furnish to the Purchaser any new information, logos, fonts, product updates and improvements as well as any required sales collateral, images and or data relative to the Products and SIPMI and shall make appropriate personnel available to the Purchaser to the extent necessary to transmit the foregoing.
8.4 Where the Purchaser promotes the Product and SIPMI either across electronic, visual, or printed media platforms, it must promote such names, trade marks, Products and SIPMI services as being “SIPMI” and agrees to protect the intellectual property and trademarks of SIPMI.
9. TRAINING AND SUPPORT
9.1 The Supplier may provide one (1) training and consultation with a technical expert on site or via telephone and customer service. The Supplier’s technical expert shall train the Purchaser’s nominated staff, employees and or sub contractors in such areas as;
9.1.1 Correct use of the Products,
9.1.2 Application of Product and best practices for banquet services,
9.1.3 Sales and marketing strategy, and or
9.1.4 Inside know-how and other such information that may be relevant.
9.2 Where the Supplier has attempted to correctly instruct the Purchaser’s relevant employee and the Purchasers employee is unable to fulfill the task, then this failure on behalf of the Purchaser’s employee is in no way deemed a breach of the Supplier’s obligations under this agreement.
10. FORCE MAJEURE
10.1 Either party hereto shall be relieved from liability hereunder for failure to perform any of the obligations herein imposed for the time and to the extent of such failure to perform its obligations hereunder if occasioned by circumstances beyond the party’s control including voluntary or involuntary compliance with any law, order, regulation or directive or any governmental authority, Federal, State/Provincial or Municipal, the breakdown or other failure of facilities used for manufacture, transportation, consumption or use of the Products, or the inability to obtain labor, power, fuel, transportation, supplies of raw materials or, or by acts of God, or by acts of public enemy, or cancellation by governmental authorities of license to operate its plant, or by strikes, lockouts, or other industrial disturbances, riots, floods, hurricanes, fire, explosion, or any other cause or causes of any kind of character reasonably beyond the control of the party failing to perform, whether similar to or dissimilar from the enumerated causes (any cause being herein referred to as “Force Majeure”).
10.2 In the event of either party hereto being rendered unable by Force Majeure to carry out its obligations under this Agreement, such party shall give notice and particulars of the event to the reasonable satisfaction of the other party including the expected duration of such Force Majeure and the expected extent of impairment of deliveries or receipt hereunder in writing or by telefax to the other party as soon as possible after the occurrence of the cause relied on, and, upon the giving of such notice, the obligations of the party giving such notice, so far as they are affected by such Force Majeure, shall be suspended during the continuance of any inability so caused, but for no longer period, and such cause shall be so far as possible remedied with all reasonable dispatch.
10.3 In case of an event of Force Majeure affecting one party, the other party shall be entitled to purchase, from any person, all Products required by it in order to exploit its business for the duration of the event of Force Majeure. In such a case, the purchasing party shall, at the same time an order is made to an other person pursuant to this subsection, send to the party affected by the event of Force Majeure, a copy of such order indicating the quantity and the price of the Products so purchased.
11. FINAL PROVISIONS
11.1 The provisions of this Agreement shall, except as otherwise provided herein, ensure to the benefit of and be binding upon the parties hereto and their respective, executors, administrators, successors and assigns and each and every person so bound shall make, execute and deliver all documents necessary to carry out this Agreement.
11.2 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and the transactions herein contemplated and replaces all previous agreements and understandings, if any, between the parties with respect to the subject matter hereof and the transaction contemplated herein.
12.3 Any notice to be given under this Agreement shall be in writing and delivered, faxed or mailed by prepaid registered mail addressed to the party to whom it is to be given at the address herein above mentioned and such notice shall be deemed to have been given on the day of delivery or on the day it is faxed or on the fifth (5th) Business Day after mailing as aforesaid, as the case may be. Notice of change of address may be given by any party in the same manner.
12.4 Time shall be of the essence of this Agreement.
12.5 This Agreement may be executed in one or more counterparts each of which when so executed shall be deemed to be an original and such counterparts together shall constitute but one of the same instrument.
12.6 If any provision of this Agreement shall be held invalid or unenforceable in any jurisdiction, such invalidity or unenforceable part shall attach only to such provision in such jurisdiction and shall not in any manner affect or render invalid or unenforceable such provision in any other jurisdiction or any other provision of this Agreement in any jurisdiction.
12.7 Except as provided therein, the failure on the part of one party, in any one or more instances, to insist upon the keeping, performance or observance of any of the terms, conditions or provisions of this Agreement, or to exercise any right or privilege herein conferred, shall not be construed as relinquishment of that party’s right to require the future keeping, performance or observance of any such terms, conditions or provisions.
12.8 This Agreement (or any part thereof) shall not be assignable by one party except with the written consent of the other, except that either party may assign this Agreement to a related person within the meaning under the laws of The United States of America, provided that such related person shall agree not to assign this Agreement except as permitted under this sub-section. It is further agreed that The Grand Bevy Corporation may assign this Agreement to any joint venture to which The Grand Bevy Corporation is a party.
12.9 This Agreement is governed by the laws of the State of Indiana.
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