2024 VENDOR CONTRACT
PLEASE CAREFULLY READ OUR 2024 VENDOR CONTRACT BELOW.
BY PAYING YOUR BOOTH FEE FOR ANY EVENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREE TO THE FOLLOWING TERMS.
This Vending License Agreement (“Agreement”) is entered into between TBW Enterprises LLC, DBA: Denver BAZAAR, (“Denver BAZAAR”), and “Vendor”.
W I T N E S S E T H:
WHEREAS, Denver BAZAAR has the right to operate events and other services at various locations (“Facility”).
WHEREAS, Denver BAZAAR and Vendor desire that Vendor enter into this Vending License Agreement pursuant to which it shall act as a sublicensee of Denver BAZAAR at the Facility in connection with the operation of certain services in accordance with the terms and conditions set forth below; and
WHEREAS, Vendor represents that it possesses the necessary qualifications to provide the services described herein;
NOW, THEREFORE, Denver BAZAAR and Vendor agree as follows:
ARTICLE 1 - Vendor’s Privileges
Denver BAZAAR grants approval based on an application process to conduct the sale of Vendor’s products (collectively, the “Products”) from locations at Facilities to be designated by Denver BAZAAR (the “Vending Locations”).
All exterior areas will be protected from vehicle liquids and emissions and Vendor will be responsible for any cleaning expense from such liquids and/or emissions.
Vendor shall provide, at its own cost, equipment, serving pieces, utensils, storage containers, and all other supplies and equipment necessary for the sale of the Products. All signs and advertising used by Vendor at the Facility shall be subject to the approval of Denver BAZAAR.
ARTICLE 2 - Equipment; Maintenance and Repair; Compliance with Laws
Vendor shall be responsible for the maintenance and repair of all equipment, supplies, vehicles and improvements, if any, in the Vending Locations used by Vendor. Vendor shall be responsible for compliance with all Federal, state and local safety and health laws and regulations with respect to its operations. Vendor shall, at its expense, obtain all permits and licenses required for the conduct of its operations hereunder.
ARTICLE 3 - Cleaning Responsibilities
Vendor shall be responsible for maintaining high standards of sanitation in the Vending Locations and surrounding areas and for routine cleaning in all such areas. Vendor shall be responsible for trash and garbage removal to a designated point of central pickup.
ARTICLE 4 - Inventory
Vendor shall be responsible for maintaining sufficient inventory of the Products to meet anticipated demand for the Products. Vendor shall be solely responsible for ordering and transporting the Products to and from the Vending Locations. All Products shall be first-quality and subject to Denver BAZAAR’s approval.
ARTICLE 5 - Personnel; Independent Contractor
Vendor shall maintain a staff of its employees or contractors on duty at the Vending Locations at a level and in a manner consistent with the operating standards maintained and recommended by Denver BAZAAR. Such employees or contractors shall be employed by Vendor, which, for all purposes hereunder, shall be an independent contractor. Vendor shall be responsible for the payment of all wages, payroll taxes, and fringe benefits for its employees or contractors. Vendor shall be responsible for tracking all fees and payments made to Denver BAZAAR. Vendor shall indemnify Denver BAZAAR against any and all liability which may be asserted against Denver BAZAAR in connection with the foregoing.
ARTICLE 6 - Events; Hours of Operation
The parties shall determine by mutual agreement the events at which the Products will be sold. Vendor shall conduct its operations only during such hours as shall be specified by Denver BAZAAR.
Denver BAZAAR reserves the right to assign Vendor a designated spot within the Event as it sees fit. Denver BAZAAR cannot guarantee that Vendor’s assigned spot will be free from structural or architectural obstructions. Denver BAZAAR reserves the right to change the layout and/or relocate Vendors as deemed necessary to accommodate the safety regulations of the venue.
ARTICLE 7 - Fiscal Arrangements
Vendor shall pay any required application fee(s) to Denver BAZAAR at the time of application for an event. Once the application is approved, Vendor shall complete registration payment by the date indicated in the approval notification or may forfeit their reservation for an event. Vendor shall also submit sales summaries and pay any applicable percentage of sales fees (if indicated at the time of registration) within 14 days of the event date. Vendor acknowledges they will not be allowed to participate in future events if there are vendor fees and/or percentage of sales fees overdue (over 14 days). These fees may vary depending on the event, the vendor type, booth location, and the hours of operation. Vendor acknowledges that Denver BAZAAR has made no guarantees with respect to the level of revenue or profitability, nor the attendance of the events at which Vendor shall provide its services. Vendor is responsible for having all necessary business and tax licenses and collecting and submitting all applicable sales tax.
ARTICLE 8 - Reimbursement of Additional Sums
If Denver BAZAAR has paid any sums or has incurred any expense for which Vendor agreed to pay or reimburse Denver BAZAAR, or if Denver BAZAAR is required to pay any sums or incurs any expense arising from this Agreement or arising from the failure or neglect of Vendor to perform or fulfill any of the terms or conditions of this Agreement, such amounts shall be deemed additional payments due hereunder; and Vendor shall reimburse Denver BAZAAR for the amount(s) thereof within ten (10) days following such demand(s).
ARTICLE 9 - Insurance and Indemnification
Insurance: Vendor shall provide to Denver BAZAAR on or before the date on which it provides its services a certificate evidencing the insurance coverage in the amounts specified in writing by Denver BAZAAR issued by a company or companies licensed to do business in the State of Colorado and reasonably acceptable to Denver BAZAAR. All policies of insurance shall name the following as Additional Insured. TBW Enterprises LLC – PO Box 3128, Greenwood Village, CO 80155
Indemnification: Vendor hereby agrees to indemnify and hold Denver BAZAAR harmless from any and all acts, claims, litigation, losses, and expenses (including attorneys’ fees of litigation) and liabilities, arising by reason of Vendor’s activities at the Facility or any condition in or upon or any occurrences in or upon any Vending Locations, and for damage to any persons or property arising by reason of any of the foregoing.
WAIVER OF SUBROGATION: Company hereby releases Denver BAZAAR, and its employees, agents, officers, invitees and insurance companies from all liabilities, claims, losses and expenses sustained as a result of injury to employees of Company while such employees are providing services for Denver BAZAAR. Company’s workers compensation and employer's liability insurance policies shall be endorsed to provide that Company’s insurers shall not have any right of subrogation against Denver BAZAAR, and its employees, agents, officers, invitees and insurance companies for any payments made or losses sustained as a result of injury to Company’s employees.
ARTICLE 10 - Applicability of Contract Documents
For the purpose of defining all obligations of the parties, the certain Vending services agreement (the “Vending Agreement”) between Denver BAZAAR and the owner/operator of the Facility (the “Client”), except as expressly modified by the terms and conditions set forth in this Agreement, shall apply to the parties such that: (i) Vendor hereby agrees to comply with all terms and conditions required to be performed by Denver BAZAAR in the operation and management of the Vending Locations; (ii) Vendor shall have no rights against the Client nor shall it have any beneficial, creditor or other interest, direct or indirect, in the Vending Agreement, such document being incorporated herein solely for the purpose of establishing the respective obligations of Vendor and Denver BAZAAR with respect to the operation and management of the Vending Locations licensed to Vendor hereunder; and (iii) in the event the Vending Agreement is terminated or expires, the Term shall similarly terminate or expire upon the effective date thereof, without any liability on the part of Denver BAZAAR, even if any such termination was alleged to have been the result of Denver BAZAAR’s performance thereunder; and (iv) Vendor acknowledges additional information, directives, regulations, and Event rules can and will be provided for each event beyond the scope of this agreement and Vendor acknowledges responsibility for any additional information, directives, regulations and Event rules sent via email to the email address provided on the application.
ARTICLE 11 - Term
A. Term: This Agreement is valid for calendar year 2024 for each event in which Denver BAZAAR has approved Vendor for participation.
B. Early Termination: Either party may terminate this Agreement prior to the expiration of the Term by giving 30 days’ advance written notice to the other party of its intention to do so.
ARTICLE 12 - Assignment
This Agreement is intended to be solely between Vendor and Denver BAZAAR. Vendor cannot add additional vendors to a space, nor shall this agreement be assigned by Vendor without the written consent of Denver BAZAAR, which consent may be withheld in Denver BAZAAR’s sole discretion.
ARTICLE 13 - Cancellation of Events
In no instance shall Denver BAZAAR have any liability to Vendor for the cancellation of any event.
ARTICLE 14 - Event Logistics
Denver BAZAAR will send all additional pertinent details (including load-in details, timing of event, social media material, and directions) prior to the start of the event.
ARTICLE 15 - Vendor Conduct
1. Vendors will in no way cause detriment to other vendors and are expected to always conduct themselves professionally, behaving courteously toward BAZAAR staff, customers, other vendors, and stakeholders. Vendors are not permitted to disparage other vendors or products.
3. DenverBAZAAR does not tolerate targeting, discrimination, intimidation, or harassment of any kind.
4. No politics or political campaigning is permitted. All signs, clothing, stickers, symbols, etc. that could be deemed to be political or advancing one’s ideology is prohibited. This zero-tolerance rule applies to vendors, products, and guest organizations.
5. Behavior such as interfering with other vendor company sales, shouting, fighting, selling products in an aggressive way, or “hawking” detracts from the friendly atmosphere of the Market and will not be tolerated. Hawking can be defined as: yelling, barking, or screaming to promote your product.
7. Vendors are responsible for the actions of their representatives, employees, agents, and family members.
13. DenverBAZAAR provides Equal Opportunity to all approved vendor companies and prohibits discrimination and harassment of any kind. We are committed to the principle of this opportunity for all vendors and to providing our vendors with a Market environment free of discrimination and harassment. This is a zero-tolerance rule of conduct.
ARTICLE 16 - Miscellaneous
This Agreement: contains the entire understanding between the parties; may not be amended other than by a written instrument executed by both parties; shall be binding upon the parties hereto and their permitted successors and assigns; and shall be governed by the laws of the State of Colorado.