ALLIANCE AGREEMENT
AGREEMENT made and entered into this ___ day of _________, 2010, by and between
________________________, hereinafter referred to as the “Consignor” and This Old Farm
Alliance, a Division of this Old Farm, Inc., hereinafter referred to as the “Consignee.”
RECITALS
Consignor is engaged in the manufacture, production, and sale of free range livestock
and/or organic produce, hereinafter referred to as the “goods.”
Consignor desires to appoint Consignee one of Consignor’s sales agents within the State
of Indiana, upon the following terms and conditions.
The purpose of the alliance is to distribute a differentiated product. Any use of
antibiotics, growth stimulants, implants, animal proteins, pesticides, or herbicides on your farm
must be disclosed. Farm visits are anticipated on an annual basis.
Consignee represents that it possesses the technical facilities and abilities to promote the
sale and use of the goods manufactured by Consignor.
Consignee is desirous of selling Consignor’s goods on a consignment basis, on the terms
and conditions hereinafter described.
IT IS THEREFORE AGREED:
Appointment
1.
Consignee is appointed one of Consignor’s sales agents within the State of
Indiana, for the sale of Consignor’s goods, upon the following terms and conditions.
Consignment
2.
Consignor shall ship to Consignee from time to time, on consignment, such
quantities and styles of goods as Consignor in its discretion may determine, being mindful of the
sales potential in Consignee’s territory.
Acceptance of Possession and Sale
3.
This Old Farm will pay producers monthly as product is sold. The producer
covers the cost of raising the livestock/produce. This Old Farm covers the cost of processing.
Upon sale from This Old Farm’s processing center in Colfax, Indiana, processing is paid and
then the remaining sales are covered 80% producer/20% This Old Farm. The 20% covers
marketing and distribution. If Consignee sells Consignee’s meat or produce at retail stores or
markets outside of This Old Farm’s Colfax facilities, then Consignor shall receive 65% and
Consignee 35% of all net proceeds.
Notice of Product Availability
4.
Each week during the growing season an updated pricing list will go out on
Monday. Notice must be given by the previous Thursday to be on that list. Items need to be
marked as available next week and what is going to be harvested in two weeks. As much notice
of harvesting schedules as possible is necessary so that information can get out. Consignor’s
initial alliance information sheet should be filled out every season to provide an overview of
what Consignor is growing that season.
Products Labeling
5.
For complete traceability, all products will have the Consignor’s name and date of
consignment on it, in order to highlight the grower.
Product Condition Upon Delivery
6.
All produce shall be cleaned, processed and prepared for market by Consignor. If
produce is delivered in need of cleaning and processing, Consignee shall be allowed to charge a
reasonable fee therefore. All meat products shall be processed at This Old Farm Meats and
Processing in Colfax, Indiana, to ensure product consistency. Consignee shall be entitled to
charge a reasonable delivery fee if Consignee does not deliver product to Consignee.
Damaged or Deteriorated Product
7.
As all meat products and produce will deteriorate over time, and are subject to
damage or loss of value at no fault of Consignee, if such deterioration or damage of product
occurs, Consignee may in its discretion, sell such product at a reasonable discounted price, or
refuse to sell the product.
Ownership
8.
Ownership of the goods shipped and consigned to Consignee shall remain in
Consignor at all times until sold, at which time ownership shall pass directly from Consignor to
the customers. Similarly, ownership to the proceeds of all goods sold shall vest in and remain in
Consignor until Consignee accounts for and remits Consignor’s share of the proceeds.
Credit Sales
9.
Consignee shall undertake sales on credit only to customers judged by Consignee
to be good credit risks.
Return of Goods
10.
At all times, consigned goods shall be subject to Consignor’s direction and
control. Upon Consignor’s demand for the return of any unsold goods consigned to Consignee
hereunder, Consignee shall promptly return such goods to Consignor. In the event Consignee
finds any consigned goods to be unsalable, Consignee may return them to Consignor. Consignor
shall bear the expense for the return of any consigned goods.
Records
11.
Consignee shall keep accurate records showing: all goods received from
Consignor on consignment, all sales to customers with the names of the customers, quantities
purchased, and the terms of sale; all consigned goods remaining on hand; all goods returned by
or repossessed from customers together with credits allowed; and all goods returned to
Consignor and credits therefore. Consignee shall allow Consignor’s representatives to have
access to such records upon reasonable notice in addition, shall permit them at reasonable times
to inventory the consigned goods in Consignee’s possession.
Accounting and Remittance
12.
Consignee shall render to Consignor not later than the 10th day of each month an
accurate, detailed account of all sales of goods made from the consigned stock the previous
month, together with returns and repossessions, if any. Simultaneously with such accounting,
Consignee shall remit to Consignor a sum equal to the consignment invoice price of all goods
sold, less Consignee’s percentage retained.
Term
13.
This Agreement shall continue in force until terminated. Either party may
terminate this Agreement at any time by giving the other party 30 days’ notice in writing in
advance of the termination date. Upon the giving of a notice of termination, Consignee shall
return to Consignor within the 30 day period of all consigned goods remaining unsold and shall
account for and remit all compensation due and remaining unpaid.
Non-Compete
14.
Consignor agrees not to directly market his meat or produce to any customers
with whom Consignee has a business relationship and Consignor does not, prior to the execution
of this Agreement. Consignor may continue to market its own product through outlets not
serviced by Consignee.
Attorney Fees
15.
If either party is required to retain legal counsel and/or to file suit to enforce this
Agreement, the prevailing party shall be reimbursed by the other for all reasonable costs and
attorney fees incurred in such enforcement efforts.
Controlling Law
16.
The validity, interpretation, and performance of this Agreement shall be
controlled by and construed under the laws of the State of Indiana.
__________________________________
Consignee, This Old Farm Alliance
_________________________________________
Consignor