Supply Agreement
Sample Supply Agreement
Exhibit C
S532058.1
ABBOTT'S FROZEN CUSTARD, INC. EQUIPMENT AND SUPPLY AGREEMENT
THIS AGREEMENT dated this ___ day of___________, 200_, is between and among
Abbott's Frozen Custard, Inc., a New York corporation, and______________, with its principal
address at ________________. For simplicity, we will sometimes refer to Abbott's Frozen
Custard, Inc. as "us," "we," the "Company" or "Franchisor", we will refer to you as "you" or "Franchisee", and we will refer to______________________as "Guarantor."
1. Construction and Legal Effect.
Unless otherwise provided, this Agreement will be subject to the terms and conditions of
the Franchise Agreement between you and the Company, dated_________, 200_, and except as
expressly provided in the Franchise Agreement, the terms and conditions in this Agreement supersede any additional or conflicting terms and conditions of yours, or any statement to the contrary.
We will supply to you on an on-going basis the equipment listed on Schedule A of the Franchise Agreement (the "Equipment") and other goods sold by you listed on Attachment A hereto ("Goods") (collectively, the Equipment and Goods shall be referred to as the "Products"). We assume no responsibility, for furnishing other equipment or material shown in any plans and/or specifications for the Franchise. Our published or quoted terms and conditions are subject to change without notice.
Our shipment of Products to you is an offer to sell the Products. Any proposal for additional or different terms to this offer to vary in any degree any of its terms is rejected, unless accepted by us in writing. .
2. a. Quotations.
A quotation does not constitute an offer to sell and no contract exists unless and until there has been an acceptance by you of the terms and condition of sale. Unless previously withdrawn or otherwise stated, a quotation will remain valid for 30 days from the date of issue
b. Prices.
Prices in this Agreement are net FOB shipping point our factory unless otherwise stated on our invoice, and are subject to change without notice. All costs subsequent to delivery will be borne by you unless otherwise specifically agreed to in writing by us. The amount of any applicable present or future tax or other government charge upon the production, sale, shipment or use of Products ordered or sold will be added to billing unless you provide us with an appropriate exemption certificate.
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3. Cancellation and Deferred Deliveries.
Orders cannot be canceled without our written consent which will only be given if you compensate us against losses incurred because of the canceled order. Products returned without our consent will not be accepted for credit. Authorized returns will be inspected and credited at the invoice net value, less fifteen percent (15%) restocking charge, plus any out-going and incoming transportation costs which we pay. Additional charges will be assessed if the merchandise is not in a resalable condition. You may defer deliveries or cancel orders for custom products only upon our written consent and if you pay all reasonable cancellation charges imposed by us.
4. Credit and Payment.
Unless otherwise noted on the invoice, payment terms are net fifteen (15) days. We may decline to complete and deliver Products except for cash or stop Products in transit whenever for any reason we doubt your financial responsibility. Pro rata payments will become due on partial shipment of Products. Where you are responsible for any delay in shipment of Products, the date of completion of Products may be treated by us as the date of shipment for purposes of payment; completed Products will be held at your cost and risk and we will have the right to bill you for reasonable storage and insurance expenses.
On any account not paid in accordance with our terms, you will pay our expense of collection, including without limitations reasonable attorneys' fees and expenses incurred in instructing a collection and/or legal agent to act on our behalf in the recovery of the account.
5. Delivery.
Delivery schedules are approximate only. In estimating dates for the furnishing of Products and delivery, no allowance has been made, nor will we be liable directly or indirectly for, delays of carriers or delays from labor difficulties, shortages, strikes or stoppages of any sort, fires, accidents, failure or delay in obtaining materials or manufacturing facilities, acts of government affecting us directly or indirectly, bad weather, or any causes beyond our control or causes designated Acts of God or force majeure by any court of law and in the event such delays arise, the estimated delivery date will be extended accordingly. We will not be liable for any damages or penalties, whether direct, indirect, special or consequential, resulting from our failure to perform or delay in performing.
Delay will not give you a right to cancel the order.
Your acceptance of delivery will constitute a waiver of any claim for delay. We will have the right to deliver and invoice any part of this order immediately upon completion our manufacture or receipt from a third-party. Methods and routes of shipment, unless specified in this Agreement, will be accepted as chosen by us. Delivery to a common carrier, unless otherwise stated on the invoice, will constitute delivery and passage of title to you and risk of loss will pass to you concurrently with the transfer of title. If you or the carrier refuses delivery or delay shipment or acceptance, the Products may be stored according to our direction as your agent, at your risk and expense. During any such period of storage you will have title to the
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Products and bear the risk of loss. In case of any shortage of Products, we reserve the right to allocate Products among the customers for the Products as we in our sole discretion deem appropriate.
6. Limitation of Liability.
We will in no event be liable for any indirect, special punitive or consequential damages, whether grounded in contract tort (including negligence), strict liability or contract, and our liability under no circumstances will exceed the selling price for the Products for which liability is claimed. Any action for breach of contract much be commenced within one (1) year after the cause of action has accrued.
7. Shipping.
Products will be boxed or crated as we may deem proper for protection against normal handling. An extra charge will be made for preservation, waterproofing and similar added protection of Products. Routing and manner of shipment will be at our discretion, and Products shall be insured at your expense. Delivery of Products to the initial carrier will constitute delivery to you and all Products will be shipped at your risk. A claim for loss or damage in transit must be entered with the carrier and prosecuted by you.
8. Rejection.
If you reject any Products supplied pursuant to this document, you must notify us of such rejection within thirty (30) days of the delivery. Failure to notify constitutes acceptance.
9. Non-waiver.
Our failure at any time to require performance by you of any provision(s) in this Agreement or our failure to enforce any right(s) under this Agreement shall not be deemed a waiver of this Agreement and will not be construed as a usage of trade or a course of dealing between the parties. Waiver of any default will not waive any other subsequent default.
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IN WITNESS WHEREOF this Agreement has been executed on the date first above written by duly authorized individuals.
ABBOTT'S FROZEN CUSTARD, INC. _____________________
Franchisee
By:______________________ By:_________________________
Its: Its:
GUARANTOR
[Name of Guarantor]
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ATTACHMENT A
GOODS
2006 Goods List
24 oz. Cups
12 oz. FlurrieCups
44 oz Monster Cups
Employee Drink Cups
Turtle Cups
Wheel Boxes
Vanilla Labels
Turtle Boxes
Chocolate Labels
Pint Containers
8 oz. Sundae Dish
3 oz. Kiddie Dish
6 oz. Single Dish
Banana Split Dish
Banana Split with Cover
6-Pac Wheel Containers
Printed Pint Lids
24 oz or 12 oz Flurrie Lids
16 oz. & 24 oz. Flat Lids
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2006 Goods List
6 oz. Single Flat Lids
3 oz. Kiddie Flat Lids
Abbott's Labels
44 oz. Monster Lids
8 oz. Sundae Dome Lids
Napkin's
Straws
Wooden Sticks
Handi Wipe Blue Towels
Brown Roll Towels
While Paper Towels
Toilet Tissue
Mylar Wrap
Glass Cleaner
Bleach
Flying Insect Killer
Ajax Cleaner
White Plastic Pail & Lid
Dish Detergent
#12 Large Scoop
#30 Small Scoop
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Weekly Time Sheets
2006 Goods List
Cash Pads
Cake Cards
5" Spoons
8" Spoons
Plastic Gloves
Wax Bags
Gift Certificate Envelopes
Gift Certificates
Gift Certificates
Brown 5 lb. Bags
Brown 12 lb. Bags
Trash Can Liners
9x9x3 Boxes Pies
8x8x4 Boxes Small Cake
19x14x4 Sheet Boxes
10x10x5 Medium Boxes
12x12x5 Large Boxes
12" Plastic Cake Boxes
10" Plastic Cake Boxes
8" Plastic Cake Boxes
8" Cake Disc Paper
7" Spring Form Pan
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2006 Goods List
10" Spring Form Pan
8" Spring Form Pan
10" Cake Disc Paper
12" Cake Disc Paper
Abbott's Pen
Abbott's Luggage Tags
Abbott's Cube Pad
Abbott's Fleece Vest
, Abbott's Golf Balls
1/2 Sheet Cake Board
Abbott's Stadium Cups
Abbott's Sweatshirts
Abbott's Golf Shirts
Abbott's Hoodie (Sweatshirt)
Abbott's Baby Bibs
Abbott's Baby & Youth T-Shirt
Abbott's Kites
Abbott's Hats
Abbott's Visors
Abbott's Pencils
Pinata's
Abbott's Full Apron
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2006 Goods List
Abbott's Long Sleeve T-Shirt
Abbott's Picture Buttons
Abbott's Point of Sale Poster
Abbott's T-Shirts S-XL
Abbott's T-Shirts XX-L
Abbott's Winter Scarves
Mop Head Looped End
Sand Pail & Shovel
Striped Tall Hats
Mop Handle
Register Tape
Waffle Top Dip
Milk Chocolate Cone Dip
Dark Chocolate Cone Dip
Chocolate Custard Base
Dark Hot Fudge
Fat/Sugar Free Hot Fudge
Milk Hot Fudge
Chocolate Shake Base
Special Vanilla
Maui Strawberry
Maui Raspberry
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2006 Goods List
Maui Pina Colada
Maui Banana
Maui Peach
Black Raspberry Puree
Cake Batter
Blueberry Puree
Coconut Fruit Puree
Red Raspberry Puree
Strawberry Puree
Pistachio Pineapple
Orange/Pineapple Puree
Cherry/Pineapple Puree
Banana Puree
Black Cherry Puree
Peach Puree
Butter Pecan Puree
Pumpkin Puree
Butterscotch Puree
Caramel Puree
Eggnog Concentrate
Coffee Concentrate
S532058.1
Cheesecake Base
6
2006 Goods List
Butter Rum Concentrate
Mango Puree
Maple Concentrate
Yellow Custard Coloring
Caramel Custard Coloring
Coconut/Pineapple Sherbet
Root beer Sherbet
Lemon Sherbet
Lime Sherbet
Orange Sherbet
Tangerine Sherbet
Red Raspberry Sherbet
Blue Raspberry Sherbet
Watermelon Sherbet
Cherry Sherbet
Creme De Methe
Bubble Gum Sherbet
Grape Sherbet
Strawberry Sherbet
Lemon Emulsion
Lime Emulsion
Orange Emulsion
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2006 Goods List
Tangerine Emulsion
Red Raspberry Emulsion
Grape Emulsion
Fruit Acid
Pineapple Topping
Butterscotch Topping
Hot Apple Topping
Red Raspberry Topping
Blueberry Topping
Walnut Topping
Marshmallow Topping
Peanut Butter Topping
Broken Peanut Butter Cups
Caramel Topping
Cookies and Creme
Peanut Butter Crunch
Cherries
Whole MINI MM'S
Chopped Heath
Chopped Reese's Pieces
Bubble Gum Bits
Rainbow Nerds
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2006 Goods List
Whacked Whoppers Malt Balls
Broken Fingers
Chopped MM'S
Chopped Snickers
Chopped Nuts
Brownie Dough
Andes Candy Mint Choc.
Gummy Bears
Cheesecake Pieces
Mini Non Parcels
Spanish Nuts
Chopped Almonds
Chocolate Cookie Crunch
Rainbow Sprinkles
Chocolate Sprinkles
Mint Chocolate Sprinkles
Chocolate Chip Cookie Dough
Mini Chocolate Chips
Unbaked 2 oz. Choc. Chip Cookies 144 Case
Unbaked 4 oz. Choc. Chip Cookies 72 Case
Chocolate Chip Cookies
Wheel/Chocolate Cookies
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2006 Goods List
Whopper Cones
Waffle Cones
Vanilla Waffle Cone Mix
Chocolate Waffle Cone Mix
Shortcakes
Wild Fudge Brownie
Penny Cones
White Frosting
Chocolate Frosting
Frozen Strawberries
Pie Shells
Whipped Cream
Vanilla Fountain Syrup
Strawberry Fountain Syrup
Coffee Fountain Syrup
Cherry Fountain Syrup
Banana Fountain Syrup
Root beer Fountain Syrup
Instant Malt Powder
Malt Syrup
Clear Piping Gel
Red Piping Gel
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2006 Goods List
Color Soft Gel Red
Color Soft Gel Blue
Color Soft Gel Lemon Yellow
Color Soft Gel Leaf Green
Color Soft Gel Violet
Color Soft Gel Deep Pink
Color Soft Gel Brown
Candy Sugar Cones
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