ASSIGNMENT of LEASES - Docx 360 Total Convenience Unipet
ASSIGNMENT of LEASES - Docx 360 Total Convenience Unipet
ASSIGNMENT of LEASES - Docx 360 Total Convenience Unipet
MADE BETWEEN
AND
XXX
AGREEMENT NUMBER:
OPS-032022-RETOAL-001
CONTENTS
THIS VENDOR MERCHANDISE AGREEMENT (the “Agreement”) is entered into and effective as of
XX MMMM, 2022, by and between 360-TOTAL CONVENIENCE LIMITED, a company duly
incorporated and continued pursuant to the Laws of the Republic of Trinidad and Tobago, and having
it’s registered office situated at LP#42 Building #3 Mangra Trace, Aranguez Main Road, Aranguez, in
the island of Trinidad (hereinafter referred to as “the Buyer”); and <VENDOR NAME>. a company
duly incorporated under the Laws of the Republic of Trinidad and Tobago, with its head office situated
at <VENDOR ADDRESS>, in the island of Trinidad (hereinafter referred to as "the Vendor"); on the
basis of the following facts:
WHEREAS:
A. The Buyer operates a convenience store business and wishes by this Agreement to
provide terms and conditions for any purchases of Products that the Buyer may choose
to order from the Vendor during the Term of this Agreement.
B. The Vendor produces and/or sells certain products, identified at Schedule A which the
Buyer may, from time to time, wish to purchase for resale to its customers at the
locations identified in Schedule B (“the Convenience Stores”).
1.1 In the event of a conflict between the terms and conditions of this Agreement and Schedule D,
the provisions set out in this Agreement take precedence over those set out in Schedule D.
1.2 The Buyer hereby engages the Vendor to supply the following products set forth in Schedule
A attached hereto and the Vendor hereby accepts the engagement.
1.3 During the Term of this Agreement, the Vendor shall provide the products as agreed, which
shall be effective from 1st XXXX 2022 (the “Effective Date”) and shall be in force thereafter
unless and until determined in accordance with the terms and conditions of this Agreement for
a period of twelve (12) months. The Vendor shall also be authorized to engage supervision
of the said services to be provided.
1.4 The supply and delivery of the products to be provided by the Vendor shall be performed with
promptness and diligence at a level of proficiency to be expected as represented by the
Vendor.
1.5 The Buyer shall provide such access to its property and personnel as may be reasonably
required in order to permit the Vendor to supply and deliver its products.
1.6 The Vendor will liaise with a representative of the Buyer one (1) day before to determine the
quantity to be delivered. Delivery will be twice per week and the schedule will be determined
before-hand based on the store’s location.
2.1 The Buyer reserves the right to inspect all Products upon delivery.
2.2 If the Products for any reason are not up to standard (appears bad or inferior in quality),
arrives late or the delivery is not what was ordered, the Buyer reserves the right to reject the
2.3 The Products are to be delivered by the Vendor to the locations set forth in Schedule B of this
Agreement at such time specified by the Buyer, on the requisite date.
2.4 The Products delivered must conform to the specifications set out in this Agreement and must
be hygienically packed, of good quality and reliable and fit for consumption.
2.5 The risk of loss shall reside with the Vendor until the time the Buyer accepts delivery. The
Vendor shall maintain any and all necessary insurance in order to protect the Products against
loss at Vendor’s own expense.
2.6 Deliveries of all products will follow the procedure outlined below:
a. Deliveries will be made on Mondays to Fridays excluding Public Holidays, between the
hours of 8:00 a.m. to 4:00 p.m. daily or any other mutually agreed time with duly
authorized representative of the Buyer.
b. All delivery personnel must be properly attired in uniform which displays Vendor’s
company logos.
c. All deliveries shall be accompanied by a uniquely serialized Delivery Note and/ or Invoice
that allows for verification of delivery and return of damaged product from the same
Delivery Note and/or Invoice (correspondence). A Direct Store Delivery (DSD) Report
shall be provided by the Buyer’s representative as evidence of delivery. The is no
minimum quantity required for an order.
d. A credit note will be provided for all damaged or defective goods. All returns shall be
documented on the intersection of the product line and returns column of the Delivery
Note and/or Invoice that the product was previously delivered on. Returns will be verified
and signed off by the Buyer’s representative and Adjustment Report provided from the
Buyer’s inventory management system.
e. Invoices and/or Delivery Notes must have the requisite Buyer’s DSD, and Adjustment
Report attached to be considered valid.
ARTICLE 3 - TERM
3.1 This Agreement shall commence on the Effective Date and shall remain in effect for a period
of twelve (12) months or until the earlier termination of this Agreement as stated in Article 12.
3.2 Without prejudice, either Party may terminate this Agreement by giving written notice to the
other Party in a reasonable timeframe. Other than mutual termination, the agreement may
become terminated if any action falls within Article 12 of this agreement.
4.1 The price of the Products shall be the price specified in Schedule A of this Agreement and
shall remain in effect for a period of twelve (12) months. This can be reviewed in the event
that a request is made in writing with at least one (1) months’ notice prior to the tentative price
adjustment by the Vendor.
4.2 No additional charges of whatever nature shall be recoverable from the Buyer unless the
Vendor has obtained the Buyer’s agreement in writing on such additional charges.
4.4 Invoices must be accompanied by valid Delivery Notes and/ or Invoices to be processed for
payment. Any Invoices submitted with any or all Delivery Notes being invalid, will not be paid in
its entirety until the Invoice is remedied and resubmitted OR a credit note is issued by Vendor
to adjust the Invoice.
4.5 Payment of invoices shall be made via ACH into the account nominated in writing by the
Vendor within thirty (30) calendar days after receipt.
5.2 Refrain from any conduct which may be detrimental to the image, brand, and reputation of the
Buyer.
5.3 Supply the Buyer with any information or documentation relating to the Products which it
requires within a reasonable time.
5.4 Supply the Buyer with the appropriate display equipment to display products.
5.5 Comply with all applicable laws including relevant statutes, ordinances and regulations having
any bearing on the Agreement and shall obtain all necessary licenses, permits and approvals
that it requires to perform it obligations and shall ensure that its employees do the same.
5.6 Take all reasonable steps to ensure that Products are delivered timeously without any undue
delay acknowledging that time is of the essence in the performance of its obligations under this
Agreement.
6.1 The Vendor warrants that (a) the services will be rendered in an efficient, prompt, professional,
hygienic and safe manner, in accordance with good industry practice and (b) the Vendor shall
exercise that degree of skill, care and diligence which could reasonably and ordinarily be
expected from a skilled and experienced operator complying with all applicable laws, engaged
in the same or similar type of undertaking.
6.2 The Vendor warrants that its premises, its production and packaging systems, processes,
machinery, facilities, products, services, and materials comply with all the relevant laws and
industry standards, including without limitation, all laws relating to consumer protection,
occupational health and safety, and environmental laws.
6.3 The Vendor warrants that Products shall be fresh, merchantable, of agreed quality and
description, fit for intended purpose and free from contaminants.
6.4 The Vendor warrants that there are no circumstances, facts or reasons which are known, or
ought to be known by the Vendor, which should have been disclosed to the Buyer and which
would have influenced the Vendor’s decision in appointing the Vendor to supply the Products.
ARTICLE 7 - ADVERTISING
7.1 The Vendor shall be permitted to erect at its expense its signage at the Convenience Stores in
7.2 The Vendor shall obtain from the Buyer prior approval to use and display any graphics
advertisement which may include pictures or videos of the respective locations.
8.1 During the duration of this Agreement, UNIPET may disclose confidential information to the
Vendor directly or indirectly, with or without notice of its confidential nature. Accordingly, the
Vendor agrees to hold all information disclosed to the Vendor by the Buyer in confidence and
neither disclose the same to others nor use the same for any purpose without the written
permission of the Buyer.
8.2 The obligations of Clause 8.01 shall apply to any information that is not already in the public
domain, and provided that this has not been as a result of a breach of the Vendor’s obligation
of confidentiality herein.
8.3 Any Confidential Information which may remain in the Vendors possession after the
termination or expiration of this Agreement, shall be kept confidential after the expiration of this
engagement.
9.1 The Vendor shall uphold the highest standards of business ethics in the performance of the
Contract and warrants that it shall have in place and maintain for the duration of the Contract
adequate anti-bribery and corruption policies and procedures of which the Vendor warrants it
shall comply.
9.2 The Vendor shall comply with all applicable laws, statutes, regulations, and the Buyer’s Policy
relating to anti-bribery and anti-corruption.
9.3 The Vendor shall promptly report to the Buyer any request or demand for any undue financial
or other advantage of any kind received by the Vendor in connection with the performance of
the Contract.
9.4 The Vendor shall ensure that any person associated with the Vendor who is performing
services or providing goods in connection with this Contract does so only on the basis of a
written contract which imposes on and secures from such person terms equivalent to those
imposed on the Vendor in this Clause. The Vendor shall be responsible for the observance
and performance by such persons of this Clause and shall be directly liable to the Buyer for
any breach by such persons.
9.5 In the event of a breach of this Clause and/or any applicable anti-bribery legislation to which
either Party is subject, the Buyer shall be entitled to suspend and/or terminate the Contract in
whole or in part with immediate effect. The Parties shall meet within seven (7) days of such
suspension or termination to agree the effects of such suspension or termination.
10.1 In performing its obligations under the Contract, the Vendor shall and shall ensure that each of
its Subcontractors shall comply with all applicable laws, statutes, and regulations from time to
time in force, including but not limited to the Trafficking in Persons Act 2011.
10.3 The Vendor shall implement due diligence procedures for its own the Vendors,
Subcontractors, and other participants in its supply chains, to ensure that there is no slavery or
human trafficking in its supply chains.
10.4 The Vendor shall notify the Buyer as soon as it becomes aware of any breach, or potential
breach of this Clause any actual or suspected slavery or human trafficking in a supply chain
which has a connection with this Contract.
10.5 The Vendor shall be responsible for and shall save, indemnify, defend, and hold harmless the
Buyer’s Group from and against all claims, losses, damages, costs (including legal costs)
expenses and liabilities incurred by or made against the Buyer as a result of any breach of this
Clause.
11.1 The Vendor shall promptly notify the Buyer of any health and safety hazards which may arise
in connection with the performance of the contract.
11.2 While on the Buyer’s premises, the Vendor shall comply with any health and safety measures
implemented by the Buyer in respect of personnel and other persons working on those
premises.
11.3 The Vendor shall notify the Buyer immediately in the event of any incident or “near miss”
occurring in the performance of the contract on the Buyer’s premises where that incident or
“near miss” causes, or may cause, any personal injury or damage to property or environment
which could give rise to personal injury.
11.4 The Buyer shall be entitled to conduct periodic audits at its discretion, to ensure compliance by
the Vendor with the provisions of this clause and the rules at the locations, and the Vendor
shall cooperate with such audit.
11.5 The Vendor shall take all necessary measures to comply with the requirements outlined in the
Trinidad and Tobago Occupational Safety & Health Act (OSH Act No. 1 of 2004 Amended by
Act of No. 3 of 2006, Trinidad and Tobago Environmental Management Act (EM Act No. 3 of
2000) and any other Acts, Regulations and Codes of Practice relating to Health & Safety which
may apply to staff in the performance of the Agreement.
11.6 The Vendor shall ensure that his Health and Safety Policy statement and Health & Safety
Management arrangements (as required by the OSH Act No. 1 of 2004, Amended by At No. 3
of 2006) are kept up to date and made available to UNIPET on request.
ARTICLE 12 - TERMINATION
12.1 This Agreement shall be terminated via written notice to the other Party in the occurrence of
the following events:
a. Where the Vendor is in material breach of its obligations under this Agreement and the
b. If the Vendor becomes insolvent or if an order is made or a resolution is passed for the
winding up of the Vendor’s operations (other than voluntarily for the purpose of solvent
amalgamation or reconstruction), or if an administrator, administrative receiver, or receiver is
appointed in respect to the whole or any part of the Vendor’s assets or business, or if the
Vendor makes any composition with its creditors or takes or suffers any similar or analogous
action in consequence of debt.
ARTICLE 13 - INDEMNITIES
13.1 The Vendor agrees to indemnify and keep the Buyer fully and effectually indemnified from and
against any loss claim or liability whatsoever incurred or suffered by the Buyer as a result of
negligence or any default by the Vendor (or its employees, agents or representatives) of its
obligations however arising in connection with the Services.
13.2 Neither Party shall have any liability under or be deemed to be in breach of this Agreement for
any delays or failure in performance of this Agreement which result from circumstances
beyond the reasonable control of that Party.
14.1 No failure or omission by either Party to carry out or observe any of the terms or conditions of
this Agreement shall give rise to a claim by the other Party or be deemed a breach of this
Agreement if such failure or omission arises from any cause reasonably beyond the control of
the Party claiming such failure or delay (such cause hereinafter called "Force Majeure") which
may be due but not limited to compliance with laws, decrees, guidelines directives, or the like
of any government or person purporting to act therefore; hostilities of War (declared or
undeclared), embargoes, blockages, civil unrest, riots or disorders, terrorism or sabotage;
fires, explosions, lightning collisions, storms, landslides, earthquakes, flood and any other acts
of nature; strikes, lockouts, or other labour difficulties (whether or not involving employees of
either Party; plague, epidemic, pandemic, outbreaks of infectious disease or any other public
health crisis including quarantine or other employee restriction; or any other case whether or
not of a same class or kind, beyond the control of either Party which prevents or interferes with
the performance of this Agreement
15.1 The Vendor shall maintain proper records relating to the agreement in accordance with
accepted principles and practices, including proper records of quotations, contracts,
correspondence, invoices, vouchers, and other documents, and related to the performance of
the contract.
15.2 The Vendor shall preserve all records related to the contract for three (3) years from the
contract expiration date or until all questioned costs and activities have been resolved to the
15.3 The Buyer shall have the right of direct access to all the Vendor’s records related to the
Agreement for the purpose of conducting audits and examinations. The Buyer shall have the
right to photocopy all relevant documents, excerpts, and transcripts in relation to this said
Agreement and transactions held in conjunction with the Vendor. These records may also
include licensed software and any records in electronic form, including but not limited to
computer hard drives, tape backups and other such storage devices.
15.4 The Buyer shall have access to documents and materials during the contract and record
retention time. If an audit or investigation is in progress or audit findings are yet unresolved,
litigation or other action involving this Agreement are started before the end of the three-year
record retention period, records shall be kept until all tasks are completed and all pending
matters are closed, whichever is later.
15.5 The Vendor shall make all applicable records available for audit, review, or evaluation. Access
shall be provided either on-site, during normal business hours, through registered post mail or
via electronic mail. Records shall be available at the Primary Vendor’s chosen location. All
records to be sent by mail shall be sent to the Buyer within fifteen (15) calendar days of
request and at no expense to the Buyer. Such requests made by the Buyer shall not be
unreasonable.
ARTICLE 16 - AUDIT
16.1 The Vendor’s production processes will be operated within a structured and documented
quality management system, which will be continuously updated, and applied. The Buyer may
inspect and audit the facilities and premises of the Vendor for any purposes associated with
the manufacture, distribution and/or supply of Products at any time during normal business
hours on reasonable notice to the Vendor to measure its implementation of the quality
management system, compliance with applicable laws and/or Agreement.
ARTICLE 17 - NOTICES
17.1 All payments, notices and other communications hereunder shall be deemed to have been
duly given when mailed, first class or sent via electronic mail transmission (including PDF) to
the parties named as follows:
LP 42 Building No. 3
Mangra Trace
Aranguez Main Road
San Juan
Republic of Trinidad & Tobago
The parties may change their respective addresses for purposes of this paragraph by giving
written notice to the other party.
18.1 Each Party will appoint a contact person to facilitate communications and performance under
this Agreement. The initial Contact Person of each Party is set forth in Schedule C and such
personnel are distinguished from the personnel specified at Article 17. Each Party will have the
right at any time and from time to time replace its Contact Person by written notice to the other
Party.
19.1 The Vendor is an independent contractor. Nothing contained in this agreement creates a
partnership, joint venture, employer/employee, principal-and-agent, or any similar relationship
between parties. The Vendor shall therefore bear solely any relevant costs of insurance in
relation to provision of the services.
19.2 Nothing in this Agreement shall prevent the Vendor from independently billing and accepting
payment for services provided to individuals or agencies other than under this Agreement,
where the provision of such services requires that the Vendor have specific training,
qualifications, or certification in order to provide such services as might be required by such
individuals or agencies other than the Buyer for provision of services in the capacity of a
Supplier.
19.3 The Buyer reserves the right to prohibit from any of its locations any Person(s) engaged by the
Vendor who engages in misconduct or is negligent while performing the required services.
Upon request the Vendor shall immediately remove those Person(s). In addition, if the Vendor
learns of any such misconduct or negligence independent of the Buyer’s objection, the Vendor
shall remove such Person(s) from the location, shall not allow any further performance of the
Services by such Person(s) and shall promptly notify the Buyer of such misconduct or
negligence and the actions taken by the Vendor as a result thereof. In such event, any cost of
replacement of such Person(s) shall be at the Vendor’s expense.
20.1 The Vendor agrees that it will not assign, sell, transfer, delegate or otherwise dispose of this
Agreement or any right, duty, or obligation under this Agreement without the Buyer's prior
written consent. Nothing in this Agreement shall prevent the assignment by the Buyer of this
Agreement or any right, duty, or obligation hereunder to any third party.
ARTICLE 21 - MEDIATION
21.1 In the case question, dispute, claim or difference shall at any time arise between the Parties
22.1 This agreement shall be interpreted in accordance with the laws of the Republic of Trinidad
and Tobago and any dispute arising between the parties shall be resolved in the courts of the
said Republic.
IN WITNESS, WHEREOF, and intending to be legally bound, the Parties have duly executed this
Agreement by their authorized representatives as of the date first written above.
Signature: Signature:
Name: By:
Title: Title:
Date: Date:
Title: Title
PRICE LIST
NO DESCRIPTION
DESCRIPTION UPC UNIT COST
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DESCRIPTION
SCHEDULE B
LOCATIONS
Products are to be delivered to the following 360 – Total Convenience Limited locations: -
Location Address
St Augustine 115 Eastern Main Road, St Augustine
Curepe #2 Southern Main Road, Curepe
Brentwood Corner Edinburgh Boulevard & Brentwood
Avenue, Chaguanas
Lady Hailes 52-58 Lady Hailes Avenue, San Fernando
CONTACT PERSONS
Please provide contact information for at least one person in each department within your
organization.
No Name Job Title Email Telephone
Number
1