Bonsai Clubs International Vendor Agreement
(Sample Template)
Effective Date: [Insert Date] — Version: 1.0
This Vendor Agreement (“Agreement”) is entered into by and between Bonsai Clubs International (“BCI”, “we”, “us”, or “our”), a non-profit organization incorporated in Illinois, USA, with its principal place of business at PO Box 5068, Woodridge, IL 60517, and the vendor identified below (“Vendor”, “you”, or “your”).
Vendor Details
- Vendor Name: ______________________________
- Vendor Address: ______________________________
- Vendor Contact Person: ______________________________
- Vendor Email: ______________________________
- Vendor Phone: ______________________________
- Vendor Type/Services: ______________________________
WHEREAS, BCI is a non-profit organization dedicated to advancing the arts of bonsai and viewing stone appreciation through global education, events, publications, and community building since 1960; WHEREAS, Vendor possesses expertise, resources, and capabilities to provide goods and/or services that support BCI’s mission (collectively, the “Services”); WHEREAS, the parties wish to establish terms for Vendor’s provision of Services to BCI;
NOW, THEREFORE, in consideration of the mutual promises herein, the parties agree as follows:
1. Scope of Services
Vendor shall provide the Services as detailed in the attached Exhibit A (Statement of Work or “SOW”), which may include, but is not limited to: printing and distribution of Bonsai & Stone Appreciation Magazine; venue hosting for international conventions/workshops; supply of bonsai tools, pots, or materials; tour organization for global bonsai sites; website development/maintenance; or other support aligned with BCI’s non-profit activities.
Vendor shall perform Services in a professional, timely, and workmanlike manner, complying with industry standards, BCI’s specifications, and all applicable laws. Services must align with BCI’s values of sustainability, ethical practices, and inclusivity.
Any changes to the SOW must be in writing, signed by both parties, and may adjust fees/timelines accordingly. Vendor may not subcontract without BCI’s prior written consent.
For international vendors, Services must account for cross-border logistics, currency fluctuations, and cultural sensitivities. BCI may require proof of ethical sourcing to maintain non-profit reputation.
2. Term and Termination
This Agreement commences on the Effective Date and continues for the specified duration, auto-renewing annually unless terminated. Either party may terminate with 30 days’ written notice.
Immediate termination if the other party breaches materially and fails to cure within 15 days of notice.
Upon termination, Vendor shall deliver all completed work, return BCI property/confidential information, and cease using BCI trademarks. BCI shall pay for Services rendered up to termination. Force majeure excuses performance but requires mitigation efforts.
3. Payment Terms
- Fees as specified in Exhibit A or invoices. Fees are in USD unless otherwise agreed; international vendors bear currency conversion risks.
- Vendor shall invoice monthly/upon milestone completion. BCI pays net 30 days from receipt of accurate invoice. Late payments accrue interest at 1.5% per month.
- Vendor responsible for all taxes (e.g., VAT for EU vendors); reimbursable expenses require pre-approval and receipts.
- Withheld payments for disputed amounts must be resolved within 30 days; mediation encouraged.
- As a 501(c)(3) entity, BCI may seek discounted rates or in-kind donations; Vendor agrees to provide accurate records for BCI’s tax/audit purposes.
4. Intellectual Property
- BCI retains ownership of all deliverables. Vendor grants BCI a perpetual, royalty-free license to use any pre-existing Vendor IP incorporated.
- Vendor may use BCI logos only for approved promotional purposes; no implication of endorsement.
- Vendor warrants Services do not infringe third-party rights. Indemnification applies (see Section 8).
5. Confidentiality
Confidential Information includes BCI member data, event plans, financials, and proprietary bonsai techniques shared. Vendor shall protect it with at least reasonable care, disclose only to necessary personnel, and not use for non-BCI purposes.
Confidentiality survives termination for 5 years. Exceptions: public info or legally required disclosures (with notice to BCI).
6. Representations and Warranties
- By Vendor: Services comply with laws, are free from defects, and Vendor has authority to enter Agreement. For bonsai suppliers: Materials ethically sourced, pest-free, and compliant with CITES.
- By BCI: Has authority; will provide necessary info/cooperation.
- Except as stated, no other warranties.
7. Limitation of Liability
- Neither party liable for indirect, consequential, or punitive damages.
- Total liability capped at fees paid/received in prior 12 months.
- Exceptions: Gross negligence, willful misconduct, IP infringement, confidentiality breaches.
8. Indemnification
By Vendor: Indemnifies BCI against claims arising from Vendor’s negligence, breach, or Services.
By BCI: Indemnifies Vendor against claims from BCI-provided materials. Process: Prompt notice, cooperation, control of defense.
9. Insurance
Vendor shall maintain adequate insurance (e.g., general liability $1M per occurrence, workers’ comp as required). Provide certificates upon request. For event vendors: Coverage for property damage (e.g., to exhibited trees).
10. Governing Law and Dispute Resolution
Governed by Illinois law. Disputes: First, good-faith negotiation; then mediation; if unresolved, arbitration in Chicago under AAA rules (or courts for injunctive relief). For non-U.S. vendors, agree to U.S. jurisdiction; mandatory local laws preserved.
11. Miscellaneous
- Entire Agreement. Supersedes prior understandings; amendments in writing.
- Severability. Invalid provisions severed.
- No Waiver. Delays in enforcement not waivers.
- Assignment. Vendor may not assign without consent; BCI may upon merger/reorganization.
- Force Majeure. Excused for uncontrollable events (notice required).
- Notices. Via email/post to addresses above.
- Independent Contractor. Vendor is not BCI employee/agent.
- Survival. Sections 4–8, 10 survive termination.
Exhibit A: Statement of Work (Attach separately; include specifics like deliverables, timelines, fees, milestones).
Signatures
BCI: ______________________________ Date: __________
Printed Name/Title: ______________________________
Vendor: ______________________________ Date: __________
Printed Name/Title: ______________________________
Important: This is a sample template and not legal advice. Consult an attorney to customize for specific vendors, jurisdictions, and risks. Align with BCI bylaws, tax status, and existing policies.
