VENDOR SPACE RENTAL AGREEMENT

Whereas this VENDOR SPACE RENTAL AGREEMENT (the “Agreement”) is entered into the day of submission (electronic) by and between

on the one hand and Wolf & Raven (“The Management”) with its principal business address located at 4714 Hwy 2a, Lacombe, AB, T4L 1H4. Each party is individually referred to as a “Party” and collectively as the “Parties”.

1. Term of the Agreement. This Agreement shall not become effective until submission of this Agreement and the Vendor pays The Management the first payment due.

The term of this Agreement shall be 3 months (the “Term”) unless terminated earlier pursuant to Section 3 of this Agreement. Length of term may be extended upon mutual agreement of both parties.

2. Rental Fee. The “Rental Fee” shall equal a total of amount chosen below by the Vendor over the Term of this Agreement. The Rental Fee shall be payable in 3 equal installments, due on the 1st day of each month. Once paid, the Rental Fee is non-refundable regardless of whether Vendor remains on The Management’s property during the term of this Agreement or not.

3. Termination of this Agreement.

The Management may terminate this Agreement prior to the Term ending, with or without cause, and in The Management’s sole discretion, without any penalty whatsoever. If the Management terminates this Agreement prior to the Term ending, The Management shall prorate the Rental Fee so that Vendor shall be reimbursed for those days remaining in said Term coming after Vendor has completely removed its personal property from the premises.

The Vendor may terminate this Agreement without penalty by submitting 30 days written notice to Management.  Failure to do so will result in a $50.00 penalty to be deducted from final payout.

4. Vendor Space, Merchandise & Display Standards, & Removal of Vendor Property. The Management shall assign the Vendor, in its sole discretion, the agreed upon space. The Management has, in its sole discretion, final say on how the space is used by Vendor and how the space presents to the general public. The Management reserves the right to change Vendor’s space without notice or consent at any time. The Vendor shall not, without the written consent of the Management, exceed the footprint of Vendor’s designated booth space. Vendor shall not affix any personal property to The Management’s premises without The Management’s prior, written consent. The Management, in its sole discretion, shall approve all merchandise sold and how said merchandise is displayed in the booth space. Vendor shall use best efforts when constructing displays to minimize any disturbances to other vendors and operations. Vendors shall be considerate of other vendors, The Management, and all patrons of The Management. The Management shall, under no circumstances, be liable for any loss or damage to Vendor’s property. The Vendor shall not transfer, assign, sublet, or share any space without written approval, and any such attempt to do so is automatically void. Additionally, Vendor shall have all property removed by (i) the final day of the Term of this Agreement or (ii) within two (2) days after The Management terminates this Agreement, whichever occurs first. Any damage to the Vendor’s space shall be immediately repaired at Vendor’s sole cost and expense. Any Vendor’s personal property on The Management’s premises after the removal date shall be discarded by The Management at Vendor’s sole cost and expense.
5. Vendor/Management Responsibilities. Both Parties agree to the following:

• The Vendor will email or deliver a completed inventory sheet and arrange a date to deliver stock to wolfravenlacombe@gmail.com
• Unless otherwise agreed upon, the Management will supply shelving.
• If the Vendor requires any additional display items, the vendor will supply this. (I.e. jewelry displays, baskets, bins, hangers, etc.)
• The Management will take responsibility for setting-up all products and displays within 48 hours of receipt of same.
• The Management retains the right to determine how the Vendor’s products will be displayed, including quantities and selection.
• Displays are restocked and rotated frequently.
• Clothing - Hang Tags must be attached to all clothing.
• Jewelry – Inclusive of tags and/or packaging.
• Return shipping costs will be the Vendors responsibility if applicable.
• Vendors inventory shall remain the property of Vendor until sold in the regular course of business.
• The Vendor will make an appointment to discuss their account and/or any payment related topics with The Management.
• Vendor will not be in any other consignment store within a 25 km radius of the Wolf and Raven.

6. Scope of Engagement

The Vendor will supply the following goods to the client, pursuant to the terms of this vendor agreement:

• The Vendor agrees to supply to the Management, on consignment, the products listed on the Vendors inventory sheet.
• This agreement is for inventory held at the Wolf & Raven - 4714 HWY 2A, Lacombe AB T4L 1H4. Inventory may be added to this agreement if both parties agree.
• Vendor is expected to make every effort to restock products in a timely manner when stock is low. Management will notify the Vendor when inventory is low.
• Management will not tolerate any disruptive behavior such as abuse (verbal or physical) to staff members, other vendors or customers and the contract will be immediately terminated in this case.

7. Payout & Rent

• Management agrees commission will be paid out no later than the 10th each month via Email Transfer (EMT) with a detailed sales report.
  • For security purposes we prefer you have auto deposit turned on, if a password is required (not preferred) it will always be: payment
• If the vendor has a GST number, Client will send the vendor their portion of GST from the sale.
• If items are pulled from the storefront, the management will hold the items for 30 days after which point will no longer be responsible for any remaining items.

Inventory

• An inventory sheet will be provided to each vendor.
• Vendor must provide 2 printed copies of their inventory at drop off.
• All goods will be counted at drop off and both the Vendor and Client will sign the inventory forms.
• Vendor to retain 1 copy for their records.
• Electronic copy must also be submitted to help record keeping.
• Inventory will not be processed into the store unless the electronic copy of the inventory list has been submitted.
• If the Vendor is taking product out of the store, all inventory must be processed through the inventory system. If this is not done, Management is not responsible for any discrepancies in accounting. These rules are to ensure accuracy of inventory.
• All special instructions/care for their product will be included, in writing, upon delivery of product.
• The Vendor will be provided a SKU.
• The Vendor is responsible for pricing each individual product accordingly.
• Vendor is responsible to label all items for sale with their assigned SKU code and price. This SKU number must be on each price tag.
• Vendor will add as much detail on the price tag (i.e. size, colour, style etc.).
• Vendor is responsible for all inventory tracking and stock maintenance. Management will reach out stock is running low.
• Vendors are required to ship inventory to clients' premises at their own cost.
• Management will not hold stock for local vendors - however for out of town/province vendors we will allocate some storage at no extra cost, if practical.
• Management will always handle vendors' products with due care and attention.
• Vendor must be in compliance with all applicable provincial and federal regulations regarding their product ie consumables/AHS food prep requirements.
• Any fines levied against the Management by any branch of the government for failure to comply with registration guidelines will be the sole responsibility of the Vendor.
• Prices adjustments made by the Vendor must be received in writing in the form of a detailed list by Management. Management will adjust prices within 5 business days upon receipt of same.
• The Vendor will remove or “switch out” any products that haven’t sold after a period of 3 months.

8. Vendor Documentation. To the extent that The Management requests and requires documentation from Vendor, Vendor shall provide The Management with true and correct copies of any required documentation, including but not limited to, business licenses, permits, sales tax certificates, certificates of authority, certificates of insurance (including endorsements listing The Management) and/or applicable waivers.
9. Indemnification. Vendor agrees to indemnify, defend, and hold harmless The Management, its managers, its members, its affiliates, officers, employees, agents, and representatives from and against any and all losses, lawsuits, judgments, causes of action, costs, damages, claims (actual or alleged) and expenses resulting from claims for nuisance, bodily injury, tort, death, property destruction, and/or property damage arising out of or incidental to or in any way resulting from the acts or omissions, whether negligent or otherwise, of the Vendor, its employees, subcontractors, sublicenses, subtenants, or agents, if any, in the performance of this Agreement and/or the use of its space and/or the use of The Management’s premises.
10. Limitation of Liability. In no event shall The Management its affiliates, officers, employees, agents, representatives, successors, or assignees be liable to the Vendor and/or its affiliates and/or respective managers, members, officers, employees, agents, representatives or customers (collectively “The Management”) for any loss, liability, theft, damage, claim or demand, including, but not limited to, theft or damage to Vendor’s property, furnishings, equipment and merchandise that Vendor may incur arising out of Vendor’s operations at The Wolf & Raven, whether caused by the negligence of The Management or otherwise. The Management shall not carry insurance covering any such property theft, loss or damage and Vendor shall be solely responsibly to carry its own insurance or otherwise accept the risk of any such theft, loss or damage. In furtherance of the foregoing, in no event shall The Management be liable for any consequential, special, indirect, incidental, or punitive damages, costs, expenses or losses (including without limitation lost profits, loss of business, anticipatory profits and opportunity costs). To the extent Vendor maintains any claim against The Management, Vendor shall look solely to The Management’s leasehold interest in The Management’s premises and the proceeds thereof for the recovery of any judgment against The Management, and no other property or assets of The Management shall be subject to levy, execution or other enforcement procedure for the satisfaction of Vendor’s remedies under or with respect to this Agreement. In no event shall The Management be liable to the Vendor or any other person or entity for consequential, special, indirect, incidental, or punitive damages, costs, expenses or losses (including without limitation lost profits, loss of business, anticipatory profits and opportunity costs).
11. Video and Photography Release. The vendor hereby grants to The Management the irrevocable and unlimited right and permission to use photographs and/or video recordings of Vendor, Vendor’s intellectual property and Vendor’s property on each of The Management’s social medial and other Internet properties, publications, promotional flyers, marketing materials, derivative works, or for any other similar purpose without compensation or permission from Vendor. Vendor hereby releases, acquits, and forever discharges The Management from any and all claims, demands, rights, promises, damages, and/or liabilities arising out of or in connection with the use or distribution of said photographs and/or video recordings, including but not limited to any claims for invasion of privacy, appropriation, likeness, or defamation. The Vendor hereby warrants that Vendor and each of its employees and subcontractors is eighteen (18) years of age or older. The Management agrees not to use any video or photographs of anyone under the age of 18.
12. Fee Adjustments – The Parties agree that should there be an adjustment or increase in the rental fee, the Management shall notify the Vendor in writing of said adjustment or increase 2 months prior to the increase going into effect.
13. Miscellaneous. This Agreement constitutes the entire agreement between the Parties and that no other agreements, oral or written, are binding upon the Parties unless stated in this Agreement. This Agreement may only be modified by a written agreement that is signed by both Parties. If any term or provision of this Agreement, or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Agreement, shall not be affected, and each provision of this Agreement shall be valid and shall be enforceable to the extent permitted by law. This Agreement may not be assigned to a third Party without the written consent of The Management. This Agreement shall be governed by, and construed in accordance with, the internal Laws of Canada without giving effect to any principles of conflicts of laws.

This Agreement may be executed in any number of counterparts and in electronic format, each of which when so executed and delivered (whether electronically or otherwise) shall be taken to be an original; but such counterparts shall together constitute one and the same document.

IN WITNESS WHEREOF, the Parties have executed this Agreement and intend to be bound thereby as of the Effective date stated above.