Alison’s Pantry Rep Agreement and Application
WHEREAS This Agreement (“Agreement”) is entered into by and between Alison’s Pantry (“Aliston’s Pantry”) and the undersigned Independent Contractor (“Rep”) for the purposes of selling and distributing goods to the Reps local customers.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties hereto agree as follows:
- Independent Contractor Status
1.1. The Rep acknowledges that they are an independent contractor and not an employee of Alison’s Pantry. The Rep shall be responsible for their own taxes, insurance, and any other business expenses. Nothing in this Agreement shall be interpreted as creating an employer-employee relationship, partnership, or joint venture. - Rep Commission
2.1. The Rep Commission is subject to change from time to time. Documentation and information regarding the current Rep Commission will be provided in other supporting documents, emails, and website links.
2.1.1. Alison’s Pantry will provide written notice to the Rep before any commission changes are made and will ensure that the Rep is provided with reasonable opportunities to give feedback on any such changes. - Order Minimum & Damages
3.1. The Rep agrees to maintain a minimum order amount of $750+, depending on the area. Adjustments to the minimum amount will be agreed upon in writing between Alison’s Pantry and the Rep.
3.1.1. If the Rep’s order falls below the agreed-upon minimum, a $25 service charge will be applied to that specific delivery and will be auto-charged via the agreed-upon default payment method.
3.2. The Rep agrees to report any order issues (I.E. improper order quantity, incorrect item, etc.) and shipping damage (I.E. opened packages that have been contaminated) within 3 business days from the delivery date.
3.2.1. Alison’s Pantry will train the Rep on the proper system to use for reporting these issues along with the documentation needed, such as: pictures, SKU’s, problem description, etc.
3.2.2. Shipping Damage: Alison’s Pantry strives to maintain packaging and product quality with every delivery. Should a product’s packaging become damaged during shipping, replacement or refund will be dependent on the level of damage or contamination.
3.2.3. Any damage to the product after it has been delivered to the Rep’s location is the sole responsibility of the Rep. See Product Liability for further details. - Scheduled Deliveries
4.1. The Rep agrees to always receive product deliveries at the approved drop-off location during the monthly Delivery Day and within the allotted Time Window (collectively referred to as Delivery Time).
4.1.1. The Rep acknowledges that they are responsible, and will provide the staffing, equipment, and material necessary for the unloading of the product outside of the truck. The Rep agrees that they will have the adequate staff needed to unload the truck within their specified Delivery Time.
4.1.2. If the Rep is personally unavailable during the Delivery Time, they agree to arrange for trained staff or an authorized individual to be present to unload the truck.
4.1.3. Alison’s Pantry and its delivery personnel are not responsible for unloading products beyond the back of the trailer.
4.2. Failure to Accept Delivery
4.2.1. If the Rep fails to have an authorized individual available to receive and unload the order, they may be responsible for any additional costs incurred, including but not limited to re-delivery fees, storage fees, or potential order cancellation at the discretion of Alison’s Pantry.
4.2.2. The Rep understands that these routes occur every four (4) weeks based on the Delivery Time, except for certain holiday weeks or when a new stop is added or removed.
4.2.3. Alison’s Pantry will provide at least seven (7) days’ advance notice when the Delivery Time is adjusted due to stop changes.
4.2.4. The rep agrees and understands that Weather, Mechanical, or other Equipment issues, whether in the warehouse or on the road, may cause an Emergency Delivery Time change and that they will accommodate changes to the Delivery Time in such instances.
4.2.5. Alison’s Pantry commits to the Rep that they will do all within their reasonable control to notify and work with the rep in any Emergency Delivery Time changes.
- Product Liability
5.1. The Rep assumes responsibility for all delivered products once they have been unloaded at the designated delivery location. The Rep is responsible for proper storage and product integrity post-delivery.
5.2. Any product loss or damage resulting from improper handling, storage, or negligence after delivery is the Rep’s full fiduciary responsibility. - Social Media & Public Statements
6.1. The Parties agree to refrain from making any negative, disparaging, or harmful public statements about Either Party in any form or through any media outlet, including but not limited to social media platforms, websites, news outlets or other public forums. The Parties acknowledge that they have the right to pursue damages caused by any inappropriate or defamatory public statements made by the other Party that harm the reputation or other business interests.
6.2. The Parties further agree that all social media posts related to the other Party will be positive, uplifting, and encouraging to maintain the Parties brand image. - Payment Terms
7.1. All invoices are due and payable within the established credit terms set by Alison’s Pantry, not to exceed 10 days from the date of delivery.
7.1.1. An additional finance charge of $10 per week will be added to all accounts not paid by the due date and continuing each week until paid.
7.1.2. A $30 fee will be accrued upon any NSF (Non-sufficient funds) transaction that occurs.
7.1.3. If two NSFs within 6 months occur, this will cause your account to be placed on Credit Probation. Any NSFs thereafter will be handled by management for what to do with your account.
7.2. Funds collected directly from Customers by the Rep are considered corporate funds and must be returned to Alison’s Pantry within the agreed timeframe. - Waiver of Liability
8.1. Alison’s Pantry will follow all local, state and federal laws as they pertain to semi-trailers. This includes laws that limit access to certain roads and private property.
8.1.1. If the Rep requests delivery on private property, they must sign a Waiver of Liability indemnifying Alison’s Pantry from any damage or injury resulting from such deliveries.
8.2. The Rep agrees that Alison’s Pantry should not be held responsible for any reasonable errors or mistakes made by delivery personnel. - Compliance & Legal Requirements
9.1. The Rep is responsible for ensuring they comply with all local, state, and federal laws, including but not limited to zoning ordinances, business licensing, and safety regulations.
9.2. The Rep shall maintain all required permits or authorizations as applicable to their business operations. - Termination of Agreement
10.1. This Agreement may be terminated by either party with thirty (30) days written notice. The following conditions may trigger immediate termination:
10.1.1. Failure to meet financial obligations.
10.1.2. Violation of this Agreement’s terms.
10.1.3. Conduct deemed harmful to Alison’s Pantry’s reputation.
10.1.4. Continuous failure to comply with scheduled delivery obligations.
10.1.5. Changes to the approved Drop-off Address without proper notice.
10.1.6. Changes to the Drop-off Address that are outside of Alison’s Pantry current service area. - Survivability
11.1. Survival of Obligation
11.1.1. The obligations and duties of the parties under this Agreement that by their nature extend beyond the termination or expiration of this Agreement shall survive such termination or expiration. These obligations include, but are not limited to, sections relating to liability, indemnification, confidentiality, and any payment obligations unless otherwise specified.
11.2. Transfer of Ownership
11.2.1. If either Party transfers ownership to a new party, this Agreement shall remain in full force and effect. The new owner(s) shall assume all rights and obligations under this Agreement. The Current Parties agree to notify the other Party in writing at least Ninety (90) days prior to the effective date of any such transfer of ownership and to provide the contact information of the new owner.
- Limitation of Liability
12.1. In no event shall either Party be liable to the other party or any third party for any indirect, incidental, special, punitive or consequential damages, including without limitation lost profits, loss of use, or interruption of business, arising out of or in connection with the services provided under this agreement, even if either party has been advised of the possibility of such damages.
12.2. The limitation of liability set forth in this clause shall apply to all claims and causes of action arising out of or in connection with this agreement, whether in contract, tort (including negligence), strict liability, or otherwise.
12.3. The parties acknowledge and agree that the limitations of liability set forth in this clause are an essential element of this agreement, and that the fees payable under this agreement reflect the allocation of risk set forth herein. - Intellectual Property and Printed Materials
13.1. All intellectual property rights in and to any materials, documents, or other deliverables created by Alison’s Pantry shall belong solely to Alison’s Pantry, unless otherwise agreed to by the parties in writing.
13.2. The Representative agrees to adhere to all branding requirements set forth by Alison’s Pantry, including but not limited to logo usage, marketing materials, and promotional content to ensure consistency with the Company’s established brand guidelines.
13.3. The Representative agrees that any printed materials intended for promotional purposes, sales, or marketing that reference Alison’s Pantry must be reviewed and approved by Alison’s Pantry before production. The Representative shall bear all costs associated with the printing and distribution of such materials. If the Representative produces materials without obtaining proper authorization and those materials are later found to be inconsistent with Alison’s Pantry’s branding guidelines, the Representative agrees to destroy such materials at their own expense immediately upon notice from Alison’s Pantry. - Confidentiality
14.1. Both Parties agree to maintain the confidentiality of any proprietary or confidential information that may be disclosed during the course of this Agreement. Confidentiality under this Agreement does not apply to information that is: (a) publicly known at the time of disclosure or subsequently becomes publicly known through no fault of either party; (b) discovered or created by either Party before or after the time of disclosure; (c) learned by either party through legitimate means other than from either party’s representatives; or (d) is disclosed by either party without restriction. - Non-Circumvention and Non-Solicitation
15.1. Both parties agree that during the term of this Agreement and for a period of twelve (12) months after its termination, either Party will not, directly or indirectly, circumvent or attempt to circumvent the other Party with respect to the other Party’s specific business opportunity or transaction with that Party’s employees, vendors, customers, and/or clients.
15.2. Both parties agree to not solicit or attempt to solicit either party’s employees for the purpose of hiring or transacting business outside of the other Party.
15.3. Either Party is at liberty to request from the other Party to solicit services from employees, vendors, customers, or clients at any time. An executed written agreement that covers the reason and scope of the solicitation is required before any solicitation is made. - Governing Law
16.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Utah and the federal laws of United States of America. All disputes arising out of or relating to this Agreement, that cannot be settled amicably, shall be adjudicated by the State Courts of the State of Utah, specifically within the Utah County Courts. - Indemnification
17.1. Both Parties hereby agree to indemnify, defend, and hold harmless the other Party, as well as its officers, directors, employees, agents, and affiliates, against any and all claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, that arise in connection with any claim, suit, action, or proceeding against either Party, based on an allegation that the services rendered under this agreement infringe any patent, trademark, copyright, trade secret, or other proprietary right of any third party.
17.2. The indemnification obligations set forth in this clause shall not apply to the extent that the claim or suit arises as a consequence of either Party’s breach of this agreement or as otherwise stated within specific clauses within this agreement. - Waiver
18.1. Any waiver of any provision of this Agreement must be in writing and signed by the party to be bound thereby. - Severability
19.1. If any provision of this Agreement is deemed invalid or unenforceable, such provision shall be omitted, and the remaining provisions shall remain in full force and effect. - Electronic Signature
20.1. This Agreement may be signed electronically. In accordance with the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), this Agreement and all associated documents may be executed using electronic means, which shall be considered equivalent to a physical signature and will be legally binding. The Representative acknowledges that their electronic signature demonstrates their intent to agree to the terms outlined herein. - Entire Agreement and Modification
21.1. This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. Any amendments must be made in writing and signed by both parties.
21.2. The Rep guarantees that payments will be made strictly to the terms set forth herein. In the event of default, the Rep agrees to pay fees as stated herein together with the cost of court and reasonable attorney’s fees or any other costs incurred for collection of this account.