Vendors: Please read the below Vendor Agreement, and complete the form at the bottom of the page to confirm that you acknowledge and agree to the Vendor Agreement.
Holiday Pop Up Shop - Vendor Agreement
This Holiday Pop Up Shop Vendor Agreement (the “Agreement”) is between:
THE CLEVELAND FLEA, LLC (hereinafter “FLEA”), an Ohio limited liability company, with offices at 1427 E. 36th Street, Suite 4203 H, Cleveland, Ohio 44114; and
VENDOR (hereinafter “you” or “Vendor”), as indicated on your submitted online CLE Flea Vendor Signup (hereinafter “Application”).
WHEREAS, FLEA is the Organizer of the Holiday Pop Up Retail Shop (“Market” or “Event”) at the Van Aken Market District located at 3341 Tuttle Road, Shaker Heights, Ohio 44122 (hereinafter referred as the 'Building'); and
WHEREAS, Vendor is engaged in the business of Goods.
NOW, THEREFORE, it is agreed that:
PURPOSE. FLEA agrees to provide Vendor space to sell Vendor's Goods at the Market. Vendor's use of the Building is limited to the space selected by FLEA as identified prior to the event. In general, Vendor is guaranteed a minimum of 4 x 6 square feet of space. Vendor accepts the opportunity to be a participating Vendor, in the Building, as more fully set forth below, at the Market beginning on December 21, 2018 and operating through December 24, 2018. Vendor hereby accepts the following conditions and limitations contained in this Agreement.
HOURS OF OPERATION. The Market event area shall remain open from 10:00 AM to 8:00 PM (Fri - Sat), 10 AM to 6 PM (Sun) & 10 AM to 5 PM (Mon) each day the Event is in progress, unless FLEA notifies Vendor of other hours of operation.
INSTALLATION AND TEAR DOWN. Vendor shall deliver items to the facilities for sale prior to scheduled event and no later than December 18, 2018. Vendor shall remove his/her facilities for sale from the Building no later than December 28, 2018 post session. Space locations will be assigned by FLEA.
PAYMENT. Vendor is provided with the Space in the Building in exchange for $250 for a four day session and to be paid upon signing this Agreement. The Space Rental Fee is non-refundable except as otherwise provided herein.
PROCEEDS OF SALES. Vendor is provided with the Space in the Building in exchange for $250 to be paid upon signing this Agreement for duration of the store. FLEA will pay to VENDOR 100% of the sales proceeds. The amount determined in the previous sentence shall be paid to VENDOR on or before the 28th of December following the installment period in which the proceeds were obtained. With each net proceeds’ payment, FLEA will submit to VENDOR a written report that sets forth the calculation of the amount of the net proceeds’ payment and the extent of current inventory.
a) Assignment of Space. Vendor acknowledges that the size, location and configuration of the vendor Spaces may vary. FLEA shall be entitled, in its sole discretion, to market, position and determine assignment of Spaces to all vendors, including the Vendor, within the Market; and provided further that Vendor hereby accepts all such determinations as final.
(b) There is no transfer, assignment, sublicensing, or subletting of the Space to any third party in any form whatsoever. In addition, Vendor shall not market, display or sell merchandise of any third party without prior written approval from FLEA. In addition to any other remedies or recourse that FLEA may have hereunder or at law, if merchandise being displayed is determined to belong to a party other than the Vendor, without prior written approval from FLEA, FLEA shall be entitled to terminate Vendor’s rental and require that Vendor immediately vacate the Space and leave the Market and/or terminate Vendor’s rental for the season.
APPEARANCE. FLEA is responsible for cleaning and maintaining the space provided in an organized and neat manner.
DISPLAYS AND SIGNS. All displays in the building will be provided by FLEA for Vendor. Set- up, display, signage and marketing will be provided by FLEA.
QUALITY PRODUCTS. Vendor shall ensure proper quality of the products sold. Vendor shall comply with all applicable laws as to vendor's sales.
EMPLOYMENT OF STAFF. FLEA will employ adequate staff at Market event at their own cost in order to operate the Space provided by FLEA.
TERMINATION. In the event that at any time during the Market Event, FLEA is required to vacate the Market for any reason, then FLEA shall be entitled terminate this Agreement by providing not less than seven (7) days written notice to Vendor. In addition, FLEA may unilaterally terminate this Agreement (and/or Vendor’s participation in any or all Market(s) during the Season) at any time, for any reason or no reason, and with or without cause. In any such event of termination, any monies heretofore delivered by Vendor to FLEA for periods following the termination date, including, without limitation, the relevant portion of the Space Rental Fee, shall be promptly returned to Vendor.
INSURANCE. Vendor is solely responsible to obtain insurance coverage on property brought into the Building. Vendor assumes full responsibility for items left in the facility. FLEA accepts no liability for lost, stolen or damages property and is not required to carry additional insurance to cover Vendor’s property.
INDEMNIFICATION. Vendor agrees to indemnify and hold FLEA harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against FLEA that result from the acts or omissions of Vendor and/or Vendor’s employees, agents, or representatives, or are in any way related to Vendor’s products. FLEA shall be solely responsible for insuring all applicable laws are followed and complied with in selling and presenting FLEA's products and services at the Event.
DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:
a. The failure to make a required payment when due;
b. The insolvency or bankruptcy of either party;
c. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency;
d. The failure to make available or deliver the Vendor’s items in the time and manner provided for in this Agreement.
REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 5 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.
FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non- performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.
SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.
AMENDMENT. This Agreement may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.
GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Ohio.
NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
ASSIGNMENT. Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date and year first above written.
Please complete the below form to confirm that you acknowledge and agree to the above Vendor Agreement.