Any person or entity ("Vendor") who wants to supply Products (as defined in Section 1) to Market Genius d.b.a. Dunmore Apparel or its affiliates (collectively, "MG") must accept these Vendor Terms and Conditions ("Agreement") without change. BY ACCEPTING THIS AGREEMENT, YOU (A) ON BEHALF OF YOURSELF AND THE ENTITY THAT YOU REPRESENT, AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE; AND (B) CERTIFY THAT YOU ARE AN OFFICER OF VENDOR WHO IS AUTHORIZED TO BIND VENDOR TO THIS AGREEMENT, INCLUDING THE GUARANTIES CONTAINED IN SCHEDULE 2.
Manufacturer Confidential
The vender agrees to not contact directly or indirectly any client of MG for the purpose of gaining agreement or to market any products or services. In the event this term is broken MG will seek damages in the amount of 1 million dollars for damages to future business and or working relationship with vendor.
Warranty
The vendor agrees to offer a warrant on all products sold to Dunmore Apparel and or its affiliations of no shorter than 90 days. In the event the warranty is longer than 90 days it shall be provided to MG.
Limitation of Liability: Dunmore Apparel IS NOT LIABLE TO VENDOR FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS OR OPPORTUNITIES.
Vendor Defense and Indemnification: Vendor will defend Market Genius d.b.a. Dunmore Apparel, its affiliated companies, and their respective officers, directors, employees, and agents (the " Dunmore Apparel ") against any claim that arises, directly or indirectly, from: (a) any death of or injury to any person, damage to any property or any other damage or loss due to any defect in or use of any Product; (b) any Product recall; (c) any infringement or misappropriation of any proprietary right by Products, Product Information, Promotional Materials, or other content Vendor provides to Market Genius; (d) Vendor's negligence, strict liability or intentional misconduct; (e) Vendor's breach of this Agreement; or (f) Vendor's failure to state accurate Product descriptions, adequate warnings, or instructions (individually, a "Claim", and collectively, the "Claims"). Vendor will indemnify and hold harmless each Dunmore Apparel against any liability, loss, damage, cost or expense (including reasonable attorneys' fees) incurred by that Dunmore Apparel relating to any Claim, except to the proportional extent the liability is caused by the negligence or intentional misconduct of that Dunmore Apparel as determined by a final, non-appealable order of a court having jurisdiction. Vendor will not consent to the entry of a judgment or settle without the Dunmore Apparel prior written consent, which may not be unreasonably withheld. Vendor will use counsel reasonably satisfactory to the Dunmore Apparel and the Dunmore Apparel will cooperate in the defense at Vendor's expense. If any Dunmore Apparel reasonably determines that any Claim might have an adverse effect, that Dunmore Apparel may take control of the defense at its expense (without limiting Vendor's indemnification obligations). Vendor's obligations under this Section 5 are independent of its other obligations under this Agreement.
Payment Terms:
Market Genius shall make all payments to the terms of the vendor. In the event, payment is due before items arrive and or can be manufactured Market Genius will require the vendor to have an honestly bond no less than 10,000.
