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  1. Term

This Agreement shall be binding for period of twelve (12) months from effective date.

 

  1. PERFORMANCE OF SERVICES:

Vedic Flavors shall provide the supply and delivery service of Indian Food to Restaurants.
2.1 Delivery Service: Vedic Flavors will promote and deliver food from Restaurant to neighborhood residences, hotels and businesses, between the hours the Restaurant and Vedic Flavors are open for business where Vedic Flavors will receive and record food orders from customers twenty-four (24) hours a day and seven (7) days per week through their web based ordering system. Pickup and Delivery orders will be available during regular business hours of the Restaurant.

Upon receipt of an order from a customer for Indian Food from Menu, Vedic Flavors shall promptly transmit such order via electronic mail, phone or facsimile to the Restaurant. The order shall include the address of place where ordered Food is to be delivered. The Restaurant shall accept orders for Food from Vedic Flavors and prepare Food in accordance with such order. The Food shall be packed by the Restaurant in containers typically used by the Restaurant for take-out orders and delivered to the Customer at time set forth by Vedic Flavors in such Electronic Mail, Telephone or Facsimile transmission.

2.2 Supply Service: Both parties agree that shall purchasing Grocery required for restaurant operations from Vedic Indian Supermarket, which also include doorstep delivery.

  1. COMPENSATION

Both parties agree to get benefits as follows:

Restaurant order payments is split in 80:20 ratio. 80% of the customer payment (excluding delivery charges & tip) for restaurant orders is processed every 15 days and would be credited in Restaurant's registered account.

All payments and statements shall be treated as due and payable within 15 days after the end of each Reporting Period.

  1. MODIFICATION MENU

Any changes to the Menu or the prices of the Food on the Menu shall not be binding on Vedic Flavors until three (3) days after receipt of such Menu or Price changes from the Restaurant to Vedic Flavors. Vedic Flavors is expressly prohibited from modifying, revising or otherwise amending the Menu without prior written consent from Restaurant.

  1. ADVERTISING SPACE

Vedic Flavors will provide the restaurant advertising space as complimentary for free. The display of advertisements will be on a random basis and will depend on the location of the user.

  1. VALID LICENSE AND LIABILITY INSURANCE
  1. Vedic Flavors agrees that it shall require each of its delivery person to hold a valid driver’s license and to carry automobile property damage and public liability insurance in amounts not less than those required under the laws of the state of Texas. Furthermore, Vedic Flavors agrees that all times during this Agreement, none of its delivery persons shall drive under the influence, drive while impaired, drive in possession of alcohol or drugs, refuse to submit to a blood, urine or breath test, drive with a suspended or revoked license, a felony in which a vehicle is used, reckless driving, careless driving, and driving over 100 miles per hour, in a speed contest and/or racing.
  2. Limitation Of Liability: Vedic Flavors will not be liable for any indirect, incidental, special, or consequential damages (including, without limitation, damages for interruption of services, loss of business, loss of profits, loss of revenue, loss of data, or loss or increased expense of use Restaurant or any third party incurs), whether in an action in contract, warranty, tort (including, without limitation, negligence), or strict liability, even if Vedic Flavors has been advised of the possibility of such liabilities. Vedic Flavors is not responsible for problems that occur as a result of the packed food, Vedic Flavors just deliver it. The limitations set forth in this section shall not apply to personal injury or damage to tangible property caused by the willful misconduct or gross negligence of Vedic Flavors.

 

  1. INDEPENDENT CONTRACTOR

The relationship of Vedic Flavors and the Restaurant shall be that of an independent contractor and is solely for the purposes and to the extent set forth in this Agreement. Vedic Flavors is not a partner, a member of a joint enterprise with the Restaurant nor employee from the Restaurant. Vedic Flavors shall have no authority, expressed or implied, to act as an agent of the Restaurant.

  1. TERM AND TERMINATION
  1. Unless terminated earlier in accordance with (B) below, the initial term of this Agreement shall commence on the Effective Date and Terminate twelve (12) months thereafter. This Agreement shall automatically renew for successive one (1) year terms unless either party Provides the other with notification of termination at least thirty (30) days prior to expiration of the then-current term.
  2. Either party may terminate this Agreement at any time if the other party:

1) Fails to cure any breach of this Agreement within thirty (30) days after written notice of such breach or

2) Ceases operation without a successor.

Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

 

  1. DUTIES AND OBLIGATIONS

Vedic Flavors shall be responsible for handling and responding to any and all customer requests and complaints. Vedic Flavors shall further be responsible for making restitution to customers for any error in orders, problems in food preparations, incorrect orders arising from Vedic Flavors’s failure to properly transmit an order, or problems in the delivery of a customer order. The Restaurant shall reimburse Vedic Flavors for all restitution paid customers, provided that such restitution was reasonably necessary due to the negligence of the Restaurant in the Preparation or delivery of a customer order. At the Restaurant's request, Vedic Flavors shall provide a summary of any such matters. If the order is for pickup, at Vedic Flavors request, The Restaurant shall provide a summary of any such matters.

Restaurant agrees that during the term of this Agreement, Restaurant shall purchase their food supplies and grocery at Vedic Indian Supermarket a partner business of Vedic Flavor as consequence of this alliance.  

  1. ASSIGNMENT:

This Agreement may not be assigned by Restaurant without the prior written consent of Vedic Flavors but may be assigned by Vedic Flavors pursuant to a merger or change of control or to an assignee of all or substantially all of Vedic Flavors’s assets. Any purported assignment in violation of this section shall be void.

  1. DISPUTES; GOVERNING LAW; ARBITRATION:

Texas State law will govern and enforce this Agreement. Any litigation or arbitration between both parties will take place in any state court located within Austin Texas. Both Parties waive any objection to personal jurisdiction or venue in any forum located in those jurisdictions. Except for a claim of payments of amounts due, no action, regardless of form, arising out of this Agreement may be brought by either party against the other more than one year after the cause of action has arisen. At the option of either Restaurant or Vedic Flavors, any dispute arising from or with respect to this Agreement will be decided by arbitration by the American Arbitration Association in accordance with its Commercial rules. At the request of either party, proceedings may be conducted in secrecy.

  1. COMPLETE UNDERSTANDING; MODIFICATION:

This Agreement constitutes the full and complete understanding and agreement between Vedic Flavors and Restaurant and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by both Vedic Flavors and Restaurant.

  1. FORCE MAJEURE:

Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as strikes, blockade, war, terrorism, riots, natural disasters, and/or refusal of license by the government, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.

  1. NOTICES AND REPORTS:

Any notice or report here under shall be in writing to the notice address set forth below and shall be deemed given: (a) upon receipt if by personal delivery or email; (b) upon receipt if sent by certified or registered U.S. mail (return receipt requested); or (c) one day after it is sent if by next day delivery by a major commercial delivery service.

  1. WAIVER:
    1. Term

    This Agreement shall be binding for period of twelve (12) months from effective date.

     

    1. PERFORMANCE OF SERVICES:

    Vedic Flavors shall provide the supply and delivery service of Indian Food to Restaurants.
    2.1 Delivery Service: Vedic Flavors will promote and deliver food from Restaurant to neighborhood residences, hotels and businesses, between the hours the Restaurant and Vedic Flavors are open for business where Vedic Flavors will receive and record food orders from customers twenty-four (24) hours a day and seven (7) days per week through their web based ordering system. Pickup and Delivery orders will be available during regular business hours of the Restaurant.

    Upon receipt of an order from a customer for Indian Food from Menu, Vedic Flavors shall promptly transmit such order via electronic mail, phone or facsimile to the Restaurant. The order shall include the address of place where ordered Food is to be delivered. The Restaurant shall accept orders for Food from Vedic Flavors and prepare Food in accordance with such order. The Food shall be packed by the Restaurant in containers typically used by the Restaurant for take-out orders and delivered to the Customer at time set forth by Vedic Flavors in such Electronic Mail, Telephone or Facsimile transmission.

    2.2 Supply Service: Both parties agree that shall purchasing Grocery required for restaurant operations from Vedic Indian Supermarket, which also include doorstep delivery.

    1. COMPENSATION

    Both parties agree to get benefits as follows:

    Restaurant order payments is split in 80:20 ratio. 80% of the customer payment (excluding delivery charges & tip) for restaurant orders is processed every 15 days and would be credited in Restaurant's registered account.

    All payments and statements shall be treated as due and payable within 15 days after the end of each Reporting Period.

    1. MODIFICATION MENU

    Any changes to the Menu or the prices of the Food on the Menu shall not be binding on Vedic Flavors until three (3) days after receipt of such Menu or Price changes from the Restaurant to Vedic Flavors. Vedic Flavors is expressly prohibited from modifying, revising or otherwise amending the Menu without prior written consent from Restaurant.

    1. ADVERTISING SPACE

    Vedic Flavors will provide the restaurant advertising space as complimentary for free. The display of advertisements will be on a random basis and will depend on the location of the user.

    1. VALID LICENSE AND LIABILITY INSURANCE
    1. Vedic Flavors agrees that it shall require each of its delivery person to hold a valid driver’s license and to carry automobile property damage and public liability insurance in amounts not less than those required under the laws of the state of Texas. Furthermore, Vedic Flavors agrees that all times during this Agreement, none of its delivery persons shall drive under the influence, drive while impaired, drive in possession of alcohol or drugs, refuse to submit to a blood, urine or breath test, drive with a suspended or revoked license, a felony in which a vehicle is used, reckless driving, careless driving, and driving over 100 miles per hour, in a speed contest and/or racing.
    2. Limitation Of Liability: Vedic Flavors will not be liable for any indirect, incidental, special, or consequential damages (including, without limitation, damages for interruption of services, loss of business, loss of profits, loss of revenue, loss of data, or loss or increased expense of use Restaurant or any third party incurs), whether in an action in contract, warranty, tort (including, without limitation, negligence), or strict liability, even if Vedic Flavors has been advised of the possibility of such liabilities. Vedic Flavors is not responsible for problems that occur as a result of the packed food, Vedic Flavors just deliver it. The limitations set forth in this section shall not apply to personal injury or damage to tangible property caused by the willful misconduct or gross negligence of Vedic Flavors.

     

    1. INDEPENDENT CONTRACTOR

    The relationship of Vedic Flavors and the Restaurant shall be that of an independent contractor and is solely for the purposes and to the extent set forth in this Agreement. Vedic Flavors is not a partner, a member of a joint enterprise with the Restaurant nor employee from the Restaurant. Vedic Flavors shall have no authority, expressed or implied, to act as an agent of the Restaurant.

    1. TERM AND TERMINATION
    1. Unless terminated earlier in accordance with (B) below, the initial term of this Agreement shall commence on the Effective Date and Terminate twelve (12) months thereafter. This Agreement shall automatically renew for successive one (1) year terms unless either party Provides the other with notification of termination at least thirty (30) days prior to expiration of the then-current term.
    2. Either party may terminate this Agreement at any time if the other party:

    1) Fails to cure any breach of this Agreement within thirty (30) days after written notice of such breach or

    2) Ceases operation without a successor.

    Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

     

    1. DUTIES AND OBLIGATIONS

    Vedic Flavors shall be responsible for handling and responding to any and all customer requests and complaints. Vedic Flavors shall further be responsible for making restitution to customers for any error in orders, problems in food preparations, incorrect orders arising from Vedic Flavors’s failure to properly transmit an order, or problems in the delivery of a customer order. The Restaurant shall reimburse Vedic Flavors for all restitution paid customers, provided that such restitution was reasonably necessary due to the negligence of the Restaurant in the Preparation or delivery of a customer order. At the Restaurant's request, Vedic Flavors shall provide a summary of any such matters. If the order is for pickup, at Vedic Flavors request, The Restaurant shall provide a summary of any such matters.

    Restaurant agrees that during the term of this Agreement, Restaurant shall purchase their food supplies and grocery at Vedic Indian Supermarket a partner business of Vedic Flavor as consequence of this alliance.  

    1. ASSIGNMENT:

    This Agreement may not be assigned by Restaurant without the prior written consent of Vedic Flavors but may be assigned by Vedic Flavors pursuant to a merger or change of control or to an assignee of all or substantially all of Vedic Flavors’s assets. Any purported assignment in violation of this section shall be void.

    1. DISPUTES; GOVERNING LAW; ARBITRATION:

    Texas State law will govern and enforce this Agreement. Any litigation or arbitration between both parties will take place in any state court located within Austin Texas. Both Parties waive any objection to personal jurisdiction or venue in any forum located in those jurisdictions. Except for a claim of payments of amounts due, no action, regardless of form, arising out of this Agreement may be brought by either party against the other more than one year after the cause of action has arisen. At the option of either Restaurant or Vedic Flavors, any dispute arising from or with respect to this Agreement will be decided by arbitration by the American Arbitration Association in accordance with its Commercial rules. At the request of either party, proceedings may be conducted in secrecy.

    1. COMPLETE UNDERSTANDING; MODIFICATION:

    This Agreement constitutes the full and complete understanding and agreement between Vedic Flavors and Restaurant and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by both Vedic Flavors and Restaurant.

    1. FORCE MAJEURE:

    Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as strikes, blockade, war, terrorism, riots, natural disasters, and/or refusal of license by the government, in so far as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.

    1. NOTICES AND REPORTS:

    Any notice or report here under shall be in writing to the notice address set forth below and shall be deemed given: (a) upon receipt if by personal delivery or email; (b) upon receipt if sent by certified or registered U.S. mail (return receipt requested); or (c) one day after it is sent if by next day delivery by a major commercial delivery service.

    1. WAIVER:

    The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Contract by the other Party will not be construed as waiver of any subsequent breach of the same or other provisions. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement will continue in full force and effect.

    By clicking to accept, you accept and agree to be bound and abide by this agreement

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Contract by the other Party will not be construed as waiver of any subsequent breach of the same or other provisions. If any provision of this Agreement is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this Agreement will continue in full force and effect.

By clicking to accept, you accept and agree to be bound and abide by this agreement