This Vendor Agreement ("Agreement") is entered into by and between Combined Resources, Inc. ("CRI"), a commercial recycling and sustainability company headquartered at 345 S. Fairbank Street, Addison, Illinois 60101, and the vendor submitting and accepting this Agreement ("Vendor"). CRI and Vendor may each be referred to individually as a "Party" and collectively as the "Parties."
Vendor represents that it has the experience, personnel, equipment, licenses, insurance, and other resources necessary to provide the transportation, delivery, products, and services required by CRI and/or CRI's customers.
In consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
1. EFFECTIVE DATE
The "Effective Date" of this Agreement shall be the date on which Vendor electronically signs and submits CRI's online Vendor Agreement Form.
Vendor's electronic submission constitutes Vendor's acknowledgment that it has read, understood, accepted, and agreed to be legally bound by all terms and conditions of this Agreement.
2. RECITALS
The foregoing introductory statements and recitals are incorporated into and made an integral part of this Agreement.
3. TERM AND TERMINATION
3.1 Initial Term
Vendor agrees to provide the Services for an initial period of one (1) year beginning on the Effective Date (the "Initial Term").
3.2 Automatic Renewal
Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year periods (each a "Renewal Term," and collectively with the Initial Term, the "Term"), unless either Party provides written notice of non-renewal at least thirty (30) days before the expiration of the then-current Term.
3.3 Termination by CRI
Notwithstanding the foregoing, CRI may terminate this Agreement, with or without cause, at any time by providing Vendor with three (3) days' written notice.
CRI may terminate this Agreement immediately upon written notice if Vendor materially breaches this Agreement or otherwise engages in conduct that, in CRI's reasonable judgment, creates a material risk to CRI, a CRI customer, their property, employees, operations, reputation, or legal or regulatory compliance.
3.4 Payment Upon Termination
Upon termination or expiration of this Agreement, all amounts owed by Vendor to CRI, including outstanding invoices, fees, charges, or other amounts due under this Agreement, shall become immediately due and payable and shall be paid within ten (10) calendar days.
Termination shall not relieve either Party of obligations that accrued prior to the effective date of termination or obligations that expressly survive termination.
4. SERVICES
Vendor agrees to provide transportation, pickup, delivery, hauling, loading, unloading, products, equipment, and related services as directed or authorized by CRI in connection with CRI's business and its customers (collectively, the "Services").
Vendor shall:
- Perform all Services in a professional, timely, safe, and workmanlike manner;
- Comply with all applicable federal, state, county, and local laws, ordinances, rules, regulations, permits, licenses, and requirements;
- Maintain all licenses, registrations, certifications, permits, and qualifications required to perform the Services;
- Provide properly trained, qualified, and appropriately licensed employees and drivers;
- Maintain all vehicles, trailers, equipment, and other property used in connection with the Services in safe, clean, and proper operating condition; and
- Comply with all reasonable safety, security, site-access, and operational requirements established by CRI and/or CRI's customers.
Vendor shall be solely responsible for the acts and omissions of its employees, drivers, agents, representatives, and approved subcontractors.
5. PRICING AND PRICE CHANGES
Vendor acknowledges that the pricing and fees for products and Services have been mutually agreed upon in writing, including by email, before execution of this Agreement.
No change to Vendor's pricing, rates, fees, fuel surcharges, accessorial charges, or other costs shall be effective unless expressly approved in advance in writing by CRI Accounting at:
No price increase or additional charge shall be retroactive.
Any approved price change shall become effective only on the first day of a future calendar month following written approval by CRI.
Vendor shall not invoice CRI for any price, fee, surcharge, or other amount that has not been approved in accordance with this Section.
6. MISSING OR DAMAGED TRAILERS
6.1 Customer-Caused Damage
If a Vendor-owned or Vendor-operated trailer is damaged while at a CRI customer location and the damage is caused by the CRI customer, CRI will make reasonable efforts to obtain reimbursement from the customer.
Vendor acknowledges and agrees that CRI does not guarantee that the customer will accept responsibility or reimburse Vendor for any damage.
6.2 Missing or Stolen Trailers
Vendor acknowledges that trailers may occasionally be inadvertently moved, misplaced, or stolen while located at a customer facility.
If a trailer becomes missing, CRI will make reasonable efforts to work with the Vendor and CRI customer to determine what occurred and, where appropriate, obtain reimbursement.
CRI does not guarantee reimbursement for any missing or stolen trailer.
6.3 Required Trailer Reporting
Vendor must provide CRI with the trailer number for every trailer placed, removed, exchanged, or swapped at a CRI customer location.
Vendor acknowledges that CRI cannot effectively investigate or pursue a claim involving a missing or damaged trailer if Vendor fails to provide the applicable trailer number.
Accordingly, CRI shall have no obligation to pursue or support a missing or damaged trailer claim when Vendor failed to provide the applicable trailer number at the time of the trailer placement or swap.
6.4 Trailer Claims
The first step in reporting any missing or damaged trailer shall be completion of CRI's Trailer Incident Form available at:
www.combinedresources.us/trailer
Vendor agrees to cooperate fully with CRI and the applicable customer in investigating and resolving the matter.
Vendor acknowledges that recovery of any amounts may require an insurance claim or other recovery process and may take ninety (90) days or longer.
Vendor shall not withhold, offset, deduct, or otherwise retain any amounts owed to CRI because of a missing or damaged trailer claim.
6.5 Trailer Ownership
In the event of reimbursement for a lost trailer, payment shall be made only to the legal owner identified on the trailer's title or other legally sufficient ownership documentation.
Upon payment of the agreed reimbursement amount, the owner shall provide the applicable title and any other documents reasonably necessary to transfer ownership of the trailer.
7. INSURANCE
Vendor shall maintain, at its own expense and throughout the entire period in which Vendor performs Services for CRI, insurance coverage issued by reputable and financially responsible insurance carriers authorized to conduct business in the applicable jurisdiction.
Minimum required coverage shall include:
Commercial General Liability
- $1,000,000 per occurrence
- $2,000,000 general aggregate
Automobile/Trucking Liability
- $1,000,000 combined single limit
Workers' Compensation
- Statutory limits as required by applicable law
Employers' Liability
- $1,000,000 each occurrence
Vendor shall provide CRI with a current Certificate of Insurance ("COI"):
- When submitting this Agreement;
- Upon renewal or replacement of any applicable insurance policy; and
- At any other time reasonably requested by CRI.
The COI shall identify:
Combined Resources, Inc.345 S. Fairbank StreetAddison, IL 60101
as the Certificate Holder.
Vendor shall promptly notify CRI of any cancellation, non-renewal, material reduction, or lapse in required coverage.
Vendor's maintenance of insurance shall not limit Vendor's obligations or liabilities under this Agreement.
8. FINANCIAL INFORMATION / DUN & BRADSTREET
Vendor authorizes CRI, at any time during the Term, to obtain a Dun & Bradstreet report or report from another commercially recognized credit or business-information provider concerning Vendor for purposes of evaluating Vendor's financial condition, creditworthiness, business standing, or ability to perform its obligations under this Agreement.
9. NON-CIRCUMVENTION AND NON-SOLICITATION
Vendor acknowledges that CRI has developed valuable business relationships with its customers and that such relationships constitute valuable business assets of CRI.
During the Term of this Agreement and for twenty-four (24) months following its expiration or termination, Vendor shall not, without CRI's prior written consent:
- Directly or indirectly solicit, pursue, or attempt to obtain business from a CRI customer for services that are the same as, similar to, or competitive with the Services provided through CRI;
- Use information obtained through CRI to circumvent CRI in connection with a CRI customer;
- Enter into a direct business relationship with a CRI customer concerning services that Vendor became aware of or was introduced to through CRI; or
- Encourage or induce a CRI customer to reduce, terminate, or otherwise alter its business relationship with CRI.
10. INDEMNIFICATION
To the fullest extent permitted by law, Vendor shall indemnify, defend, and hold harmless CRI, its owners, officers, directors, employees, agents, representatives, customers, and affiliates (collectively, the "CRI Indemnified Parties") from and against any and all claims, demands, actions, causes of action, damages, losses, liabilities, judgments, fines, penalties, costs, and expenses, including reasonable attorneys' fees and legal expenses, arising out of or relating to:
- Vendor's performance or failure to perform the Services;
- Any negligent, reckless, or intentional act or omission of Vendor or its employees, agents, representatives, or subcontractors;
- Vendor's products, equipment, vehicles, trailers, or property;
- Bodily injury, death, or property damage caused by Vendor or its employees, agents, representatives, or subcontractors;
- Vendor's violation of any applicable federal, state, or local law, rule, regulation, ordinance, permit, or requirement;
- Any claim by Vendor's employees, agents, subcontractors, or other personnel arising from their employment or engagement by Vendor; or
- Any breach of this Agreement by Vendor.
Vendor shall be solely responsible for any loss, damage, injury, liability, or expense caused by Vendor or its employees, agents, representatives, or subcontractors.
Vendor shall not seek reimbursement, contribution, indemnification, or payment from CRI for any claim, loss, damage, injury, or expense arising from Vendor's performance or failure to perform its obligations under this Agreement, except to the extent caused by CRI's own negligent or wrongful conduct to the extent such limitation is permitted by applicable law.
The obligations contained in this Section shall survive expiration or termination of this Agreement.
11. COMPLIANCE WITH LAWS
Vendor shall comply with all applicable laws and regulations relating to its performance under this Agreement, including, where applicable, requirements concerning:
- Transportation and trucking;
- Commercial driver's licenses;
- Motor carrier operations;
- Vehicle registration and inspection;
- Hours of service;
- Drug and alcohol testing;
- Workplace safety;
- Environmental protection;
- Hazardous materials;
- Employment and wage requirements;
- Workers' compensation;
- Insurance; and
- Any federal, state, county, or municipal requirements applicable to the Services.
Vendor shall maintain all licenses, permits, registrations, and certifications necessary to lawfully perform the Services.
12. NOTICES AND COMMUNICATIONS
All notices, demands, consents, approvals, reports, and other communications required or permitted under this Agreement shall be provided in writing.
Unless otherwise specified in this Agreement, notices to CRI shall be sent by email to:
Operational communications, Service Requests, dispatch instructions, confirmations, counts, weights, invoices, and other routine business communications shall be transmitted through the email addresses, portals, or other communication methods designated by CRI.
Vendor agrees that email communications from CRI constitute authorized business communications and Service Requests when sent from an authorized CRI representative.
13. ASSIGNMENT AND SUBCONTRACTING
Vendor shall not assign, transfer, delegate, or subcontract any portion of its rights or obligations under this Agreement without CRI's prior written consent.
Any approved subcontractor shall be subject to all applicable requirements of this Agreement, and Vendor shall remain fully responsible for the acts and omissions of any subcontractor.
14. HEADINGS AND SEVERABILITY
The headings contained in this Agreement are for convenience only and shall not affect the interpretation of any provision.
If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.
15. ENTIRE AGREEMENT; AMENDMENTS
This Agreement constitutes the entire agreement between the Parties concerning the subject matter addressed herein and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and discussions, whether written or oral, concerning such subject matter.
Any amendment, modification, or waiver of this Agreement must be in writing and approved by the Parties.
No failure or delay by CRI in enforcing any provision of this Agreement shall constitute a waiver of CRI's right to enforce that provision in the future.
16. BINDING EFFECT; SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
Vendor acknowledges that CRI may assign this Agreement to an affiliate, successor, purchaser, or other entity acquiring all or substantially all of CRI's applicable business or assets.
Vendor may not assign this Agreement without CRI's prior written consent.
17. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict-of-laws principles.
NATIONAL ACCOUNT SERVICE REQUIREMENTS
As a trusted Service Provider to a CRI National Account, Vendor acknowledges and agrees to the following additional requirements. These requirements are incorporated into and made part of this Agreement.
18. PAYMENTS TO CRI
Vendor agrees to the following payment requirements:
- All CRI invoices shall be paid no later than thirty (30) days from the date of service unless otherwise agreed to in writing.
- Vendor agrees to a late charge of ten percent (10%) on invoices that remain unpaid thirty (30) days past the due date.
- CRI may suspend or discontinue dispatching Service Requests to Vendor if any invoice owed to CRI is more than sixty (60) days past due.
- Vendor shall include the applicable CRI invoice number(s) with all payments.
- Vendor shall not submit payment before receiving a corresponding CRI invoice.
- CRI accepts ACH and credit card payments. CRI does not accept checks or cash.
- Payments made by credit card are subject to a three percent (3%) convenience fee.
19. PAYMENTS FROM CRI TO VENDOR
Subject to the terms of this Agreement, CRI shall pay approved Vendor invoices on a Net 30 basis measured from the date Vendor submits both:
- A complete and accurate invoice; and
- The corresponding signed Bill of Lading ("BOL").
Invoices or supporting documentation that are incomplete, inaccurate, or missing required documentation may be delayed until the required information is received.
20. ACH PAYMENT INFORMATION
CRI will provide new Vendors with CRI's ACH payment information following submission and acceptance of this Agreement.
Vendor is responsible for notifying CRI promptly of any changes to its payment information.
21. COUNTS, WEIGHTS, AND GRADES
Vendor shall provide accurate pallet counts, pallet grades, cardboard weights, and other required commodity measurements to CRI no later than three (3) business days following each applicable pickup, delivery, or trailer swap.
Vendor agrees to submit all required counts, weights, and grades through the CRI-designated portal or other system specified by CRI.
If Vendor fails to provide required counts, weights, or grades within the required time period, Vendor authorizes CRI to use its own reasonable estimates for purposes of invoicing, billing, payment, and reconciliation.
Vendor agrees to accept CRI's reasonable estimated counts, weights, and grades when Vendor has failed to provide the required information in a timely manner.
CRI reserves the right to replace or suspend a Vendor that repeatedly fails to provide timely and accurate information.
Vendor acknowledges that CRI customer locations may audit commodity volumes before a trailer swap or other Service occurs. Accurate and timely reporting is therefore essential.
22. SERVICING CRI ACCOUNTS
All Service Requests, including pickups, trailer swaps, deliveries, and other Services, shall be communicated by CRI through an authorized CRI email or other designated communication system.
Vendor shall not perform Services at a CRI customer location without first receiving a Service Request or other authorization from CRI.
Performing Services for a CRI customer without CRI's prior authorization constitutes a violation of this Agreement.
Upon receiving a Service Request, Vendor shall promptly confirm the scheduled service date and applicable AM/PM service window.
For example:
"SWAP will occur tomorrow afternoon with trailer #123456."
Vendor shall not rely upon instructions received directly from a CRI customer to perform additional or unauthorized Services unless the Service has also been authorized by CRI.
23. CRI DISPATCH / CONFIRMATION NUMBER
Each CRI Service Request will generally include a CRI shipping, dispatch, or confirmation number.
Vendor shall include the applicable CRI Dispatch/Confirmation Number on all invoices, Bills of Lading, delivery documents, and other documentation submitted to CRI.
The Dispatch/Confirmation Number is an essential reference used to ensure that all parties are properly credited, invoiced, paid, or charged.
24. TRUCK DRIVERS AND CUSTOMER SERVICE
Vendor shall ensure that all drivers and employees performing Services for CRI customers are:
- Courteous;
- Professional;
- Respectful;
- Helpful;
- Properly trained; and
- Compliant with all applicable customer-site rules and safety requirements.
Vendor shall promptly address any customer complaint concerning the conduct, professionalism, safety, or performance of its drivers or employees.
25. TRAILERS
Vendor shall provide CRI with the trailer number for every trailer placed, removed, exchanged, or swapped at a CRI customer location.
Failure to provide a trailer number at the time of a swap may prevent CRI from being able to investigate or pursue a missing or damaged trailer claim.
All trailers provided by Vendor shall be:
- Clean;
- Safe;
- Properly maintained;
- Free of conditions that could contaminate or damage materials; and
- Suitable for the intended Service.
CRI or its customer may refuse to load or accept a trailer that does not meet applicable safety, cleanliness, maintenance, or operational requirements.
Vendor shall promptly replace any trailer that CRI reasonably determines is unsuitable.
Vendor shall not bill CRI for a replacement or additional service caused solely by Vendor's failure to provide an acceptable trailer.
26. BILLS OF LADING
All delivery Bills of Lading ("BOLs") must be properly completed and signed by the receiving party as evidence of delivery.
Signed BOLs must be provided to CRI within forty-eight (48) hours following delivery.
Vendor shall submit the applicable invoice together with the signed BOL whenever possible.
Vendor acknowledges that CRI may be unable to obtain payment from its National Account for Services that are not supported by the required documentation. Accordingly, Vendor understands that payment to Vendor may be delayed until CRI receives the documentation necessary to substantiate the Service.
27. COMMUNICATIONS
Email shall be the primary required communication method between CRI and Vendor unless CRI specifically authorizes another method.
Vendor shall monitor its designated email address regularly and shall be responsible for receiving and responding to CRI Service Requests, dispatch instructions, documentation requests, and other operational communications.
Vendor shall notify CRI immediately if its designated email address or other contact information changes.
28. ELECTRONIC ACCEPTANCE
Vendor acknowledges that electronic submission of CRI's Vendor Agreement Form constitutes Vendor's electronic signature and acceptance of this Agreement.
Vendor agrees that its electronic acceptance has the same legal force and effect as a handwritten signature.
Vendor represents that the individual submitting this Agreement has authority to bind Vendor to these terms and conditions.
29. ACKNOWLEDGMENT AND ACCEPTANCE
By electronically signing and submitting CRI's Vendor Agreement Form, Vendor acknowledges that it:
- Has read and understands this Agreement;
- Has had the opportunity to obtain independent legal advice regarding this Agreement;
- Has authority to enter into this Agreement;
- Agrees to comply with all terms and conditions contained herein;
- Agrees that the Agreement is legally binding; and
- Agrees that all information provided to CRI in connection with this Agreement is accurate and complete.