WHEREAS, Combined Resources, Inc. (“CRI”) is a business and commercial recycling services and sustainability company headquartered in Addison, Illinois, and desires to engage Vendor to service the products and services needs of CRI customers more fully provided herein and Vendor is experienced in the transportation and delivery of products and services used by CRI customers and desires to perform such services as more fully detailed herein; NOW, THEREFORE, in consideration of the foregoing recitals, and other good and valuable consideration received by each party to its full satisfaction, CRI and Vendor (“the Parties”) hereto, intending to be legally bound hereby, agrees as follows:
Effective Date: the date the Vendor Agreement is signed and Submitted by Vendor through CRI’s Online Vendor Agreement Form.
Recitals: The foregoing recitals are hereby incorporated by this reference and explicitly made a part of the overall Vendor Agreement.
Term: Vendor agrees to perform the Services (defined herein) for a period of one (1) year commencing on the Effective Date (the “Initial Term”). This Agreement shall automatically renew for successive one (1) year terms (each a “Renewal Term” and together with the Initial Term, the “Term”) thereafter unless either Party provides written notice of termination at least thirty (30) days prior to the expiration of the Initial Term or any Renewal Term. CRI may terminate this Agreement, with or without cause, at any time, upon three (3) days advance written notice to Vendor, except in the case of a material breach by Vendor whereupon CRI may terminate this Agreement immediately upon written notice to Vendor. Upon termination, CRI shall only be liable for the payment of and Vendor shall only retain payment for Services actually and satisfactorily performed prior to the effective date of termination and, if CRI is owed, Vendor shall pay CRI in full for any Open Invoices within 10 days of termination.
Services: Vendor hereby agrees to pick up from CRI’s customers, transport and deliver all items and materials as directed by CRI in conjunction with its business needs and to perform such other ancillary tasks as may be required by CRI all within the terms and conditions provided for herein (collectively, the “Services”). Further, Vendor shall fully comply with the Vendor Agreement while performing the Services in a professional and workmanlike manner and in strict accordance with all applicable federal, state, and local laws, ordinances, and regulations.
Pricing: Vendor hereby acknowledges and agrees that all pricing and fees for products and services has been agreed to via email at the time of this signed agreement and that any future price changes must be mutually agreed upon and preapproved via email between Vendor and CRI Accounting ([email protected]) in advance of any price changes. Price changes cannot be retroactive and can only occur on a future first day of a new month.
Missing Trailers & Damages: Vendor agrees that if any of their trailers are damaged at the fault of CRI’s customer that CRI will work to procure remuneration from CRI’s customer but that remuneration is not guaranteed. CRI agrees to provide reimbursement ONLY IF CRI’s customer agrees in writing to reimburse for trailer damages. Vendor acknowledges that in the cost of doing business that trailers may “go missing” (inadvertently moved or at times stolen) from a CRI customer site. Again, CRI will work with the Vendor to procure reimbursement for the missing trailer but cannot guarantee any remuneration for missing trailers. Vendor agrees to perform the first step in any missing/damaged trailer by completing the CRI Form found at www.combinedresources.us/trailer at which point CRI will collaborate with CRI’s customer to address damages or losses. However, it’s important to note that while CRI will make efforts to recover losses, reimbursement is not guaranteed and in such cases, it may be necessary to initiate an insurance claim. Vendor further agrees not to withhold any owed funds to CRI as compensation for damages or losses. It’s understood that the process for recovering funds may extend for a period of 90 days or more. In the event of lost trailers, if recovery funds are secured, the Vendor agrees to transfer the Trailer’s Title to CRI before any recovery funds are released.
Insurance: Vendor attests that at all times while performing business on behalf of CRI that they possess and will maintain Liability Insurance with a national Insurance Carrier for Commercial General Liability ($1,000,000 each occurrence, $2,000,000 aggregate), Automobile/Trucking Liability ($1,000,000 single limit), Workers Compensation and Employers Liability ($1,000,000 each occurrence).
Dun & Bradstreet Report: Vendor hereby acknowledges and agrees that CRI shall have the right, at any time, to cause a Dun & Bradstreet (or such other similar company) report to be generated on Vendor and delivered to CRI for review and approval.
Non-Circumvention: Vendor hereby acknowledges and agrees that it shall not contact, directly or indirectly, through written, oral, electronic or by any other medium of contact or communication whatsoever, with any of CRI’s customers for any purpose whatsoever, including, but not limited to any attempt to solicit any business from CRI’s customers without the express written consent of CRI. This obligation survives any termination of this Agreement.
Indemnification: Vendor agrees to and shall indemnify, defend and hold harmless CRI, its officers, directors, shareholders, employees and agents (collectively the “CRI Indemnitees”) from and against any and all liability, losses, damages, claims, demands, actions and suits for loss or damage arising out of or in connection with any of the following:
- a) Vendor’s failure to comply with any of the terms and conditions provided for in this Agreement;
- b) Any act or omission arising out of or in any way connected to the Services; and
- c) Any breach of any obligation, representation or warranty contained in this Agreement.
Notwithstanding anything to the contrary in this Agreement, this indemnification obligation shall survive any termination of this Agreement.
Notices: Any notices, demands, consents and reports necessary or provided for under this Agreement shall be emailed to CRI’s General Manager ([email protected]).
Headings & Severability: The headings in this Agreement are for reference purposes and shall not affect the meaning or interpretation of this Agreement. Any provision, clause or part of this Agreement or the application thereof that is held invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof, or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
Entire Agreement; Binding Effect; Governing Law: This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter herein and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions of the Parties, whether oral or written. No amendment, supplement, modification, waiver, or termination of this Agreement shall be binding unless executed in writing by all Parties hereto, or in the case of a waiver, by the Party or Parties for whom or which such benefit was intended. This Agreement is a legally binding contract on the part of the Parties and their respective heirs, successors, and permitted assigns in accordance with the terms and conditions set out herein. This Agreement shall be construed and enforced pursuant to the laws of the State of Illinois
Assignment: This Agreement and the Services contemplated hereunder are personal to Vendor and Vendor shall not have the right or ability to assign, transfer, or subcontract any obligations under this Agreement without the express written consent of CRI.
Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, CRI and Vendor have executed this Vendor Agreement dated as of the Effective Date.