Vendor Terms and Conditions Agreement

This Vendor Terms and Conditions Agreement (the "Agreement") is made between Vintage Vibes, LLC (the "Owner") and the undersigned vendor (the "Vendor") as of the date indicated below. By signing this Agreement, the Vendor agrees to adhere to the following terms and conditions for the sale of antique and vintage furniture, home decor, and accents at the Owner’s store located at 2550 East Morris Blvd. Morristown, TN 37813 (the "Store").

1. Vendor Responsibilities

1.1 Store Setup & Inventory

• Vendor agrees to drop off merchandise for sale at the Store as agreed with the Owner. The Store’s team will be responsible for placing and organizing the items for display.
• Items must be tagged with the Vendor’s dealer number, a short description, and the price. The Owner will provide tags. Merchandise without proper tags will not be sold.
• The vendor must ensure that all items meet the Owner’s quality standards and are safe for use by customers.

1.2 Inventory Changes

• Vendor acknowledges that the Store will undergo changes to its layout and inventory every 1st and 15th of each month, depending on the speed of item sales. The vendor shall not bring in or remove items during business hours.
• Vendors must provide 30 days written notice before removing their items from the Store.

1.3 Inventory Management and Reporting

• The Owner will provide a biweekly statement to the Vendor by email, detailing the items sold, the amount of sale, and sales tax collected. The vendor is responsible for reviewing the statement promptly.

2. Fees and Payment

2.1 Rent & Commission

• Vendor agrees to pay a base rent of $100 per month, which allows the Vendor to display an unlimited number of items, at the owner’s discretion. If less items are brough in, base rent may be cheaper, at the discretion of the owner.
• In addition to rent, a 10% commission will be deducted from the sales of the Vendor's items, subject to prior approval by the Owner for pricing.
• Rent is due on the 1st day of each month. Any Vendor that moves in after the 1st will be charged a prorated rent for that month, depending upon the number of days left.

2.2 Late Payment

• If rent is not paid within three (3) business days after the due date, a $25 late fee will be charged.
• If the Vendor’s total sales for the month do not cover the rent owed, the vendor must pay the difference by the 1st of the following month. Payment can be made by cash, check, or credit card, with a 3% surcharge on credit card payments.

2.3 Payment to Vendor

• Vendor payments will be made on the 1st business day of each month via check or bank transfer to the Vendor's account.
• Rent will be deducted from the total sales amount, and any outstanding balance is the responsibility of the Vendor.

2.4 Social Media Marketing

·      The Owner reserves the right, at their sole discretion, to list the Vendor’s items for sale on additional platforms, including but not limited to Facebook, Offer Up, and Nextdoor. All sales transactions will be processed exclusively through the store.

·      The Vendor has the option to opt out of such promotional activities. Should the Vendor choose to opt-out, their decision will not result in any reduction of the base rent or other financial obligations under this agreement. The base rent shall remain unchanged regardless of the Vendor’s participation in social media marketing efforts.

_____ Opt-In Social Media Marketing

_____ Opt-Out Social Media Marketing

3. Sales Tax and Liability

3.1 Sales Tax

• The Owner is responsible for collecting and paying sales tax to the state of Tennessee, unless the Vendor provides proof of tax exemption. Vendors are prohibited from using the Owner's sales tax number for personal use.

3.2 Liability for Damaged Goods

• The Owner is not responsible for theft, damage, or loss of any items. Vendor acknowledges the inherent risks of consignment sales and agrees to accept such losses as part of doing business.
• In the event of item damage by customers, the Owner may, at their discretion, charge the customer for the item based on its value. Vendors are expected to accept a fair discount or credit on damaged goods.

4. Product Restrictions

4.1 Prohibited Items

• Vendor agrees not to display or sell the following items in the Store:
• Drug paraphernalia
• Alcohol, tobacco, firearms, ammunition, fireworks, explosives, or prescription drugs
• Food or consumables
• Pornographic materials
• Living animals
• Any unsafe or hazardous items.
• The Owner reserves the right to remove any items from the Store at their discretion if they do not comply with these standards.

4.2 Quality Standards

• Vendor acknowledges that the Store is not a thrift store or yard sale. Only vintage and high-quality secondhand goods are permitted for sale. Items must be in good condition, free from excessive wear, and safe for use by customers.

4.3 Discounts and Negotiations

• Items priced below $50 are considered firm in price. Any further discounts are at the discretion of the Vendor and will be managed via the Store’s software system.

5. Insurance and Indemnification

5.1 Vendor Insurance

• Vendor is encouraged to maintain their own insurance to cover any loss, damage, or theft of merchandise while it is displayed in the Store.

5.2 Indemnification

• Vendor agrees to indemnify and hold harmless the Owner, its employees, agents, and affiliates from any and all claims, liabilities, or damages arising from the Vendor’s actions, products, or services, including any default, negligence, or tortious act.

6. Termination of Agreement

6.1 Termination by Vendor

• Vendor may terminate this Agreement by providing 30 days’ written notice to the Owner. Vendor must remove all merchandise within 48 hours after the written notice of termination.

6.2 Termination by Owner

• The Owner may terminate this Agreement immediately if the Vendor violates any term of this Agreement or engages in conduct deemed harmful to the Store.
• If the Vendor does not pay rent for 45 consecutive days, the Owner may consider all merchandise abandoned and dispose of the items without compensation to the Vendor.

6.3 Reimbursement of Abandoned Property

• In the event of abandonment, if the Vendor does not redeem their property within 15 days of seizure, the Owner may sell the merchandise and apply the proceeds to cover the cost of removal and storage.

7. Dispute Resolution

7.1 Arbitration

• In the event of a dispute, both parties agree to attempt resolution through mediation or arbitration before seeking legal remedies.

7.2 Legal Fees

• In any action or proceeding involving a dispute or breach of this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and other costs incurred in connection with the dispute.

8. Miscellaneous

8.1 Amendments

• The Owner reserves the right to change, amend, or add to these terms and conditions at any time without notice. Any changes will be effective immediately upon posting at the Store or distribution to the Vendor.

8.2 Force Majeure

• The Owner shall not be liable for any failure to perform under this Agreement due to circumstances beyond their control, such as natural disasters, fire, or governmental action.

8.3 Governing Law

• This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

9. Tax Reporting and W-9 Requirement
Vendors who are individuals or sole proprietors are required to complete and submit a W-9 form for tax reporting purposes. This form is necessary to ensure accurate reporting of any payments made to the vendor for services provided, in compliance with IRS regulations. Vendors will be issued a 1099-NEC if payments exceed $600 in a calendar year.

10. Acknowledgment

By signing below, the Vendor acknowledges that they have read, understood, and agree to abide by the Terms and Conditions of this Agreement.