TERMS AND CONDITIONS
Lanna Coffee Co. provides a variety of products and services, including ground and whole bean coffee, cold brew, and green coffee beans. We provide these services subject to the following conditions.
By participating in the Lanna Coffee wholesale program, you agree to these conditions. Please read them carefully.
1. DESCRIPTION OF GOODS.
Lanna Coffee Co. develops, manufactures and sells coffee products, including without limitation, raw and roasted coffee beans, cold brew, and pre-packaged ground coffee (the “Products”). We will transfer and deliver to you, and you will pay for and accept, the Products. Full descriptions of the Products are available on our website and through our wholesale online portal, located at https://lannawholesale.store.unleashedsoftware.com/login (the “Portal”), as updated from time to time.
2. PURCHASE ORDERS; PRICING; CREDIT.
Purchase Orders. You will order Products in accordance with the terms and conditions of this Agreement unless otherwise agreed upon. Orders for the purchase of Products (“Purchase Order(s)”) must be submitted to our online through the Portal. The terms outlined here will prevail over any conflicting terms and conditions in any Purchase Order, acknowledgement form, or other instrument. Any additional or different terms or conditions in any Purchase Order, acknowledgement form, or other instrument or response from you will be deemed rejected by us without need of any further or additional notice of rejection, and such additional or different term will be of no effect or in any way binding upon us. We assume and will have no liability for any delay in filling or shipping any Purchase Orders.
- Acceptance of Purchase Order by Company. Purchase Orders are subject to written acceptance by an authorized representative of Company. We reserve the unconditional right to reject any Purchase Order, in whole or in part. Purchase Orders submitted by you will not be binding on us until the earlier of written acceptance by us or shipment, and acceptance by shipments will only be binding as to the portion of the Purchase Order actually shipped by us. Any automatic or computer-generated response to a Purchase Order by our internal electronic data interchange system or otherwise will not be deemed acceptance of a Purchase Order. Notwithstanding the foregoing, we reserve the right to refuse, cancel or delay any Purchase Order placed by you and accepted by us in the event that you are delinquent in payments or when you has failed to perform any of its obligations outlined in these conditions.
- Invoices and Payment. We will send you invoices via email for each shipment. Invoices are due and payable within fourteen (14) days from the date of the invoice unless otherwise instructed. Payments due hereunder must be made by automated clearing house (ACH), or certified check. We reserves the right to change or modify payment terms upon seven (7) days’ notice. You will have no right of offset or withholding under this Agreement. Any amounts not paid by you when due to us will be subject to interest charges, from the date due until paid, at the rate of one and one-half percent (1.5%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly. If any amounts due to us, for any reason, become past due, we may at our option and without furthernotice withhold further shipment of Products until all invoices have been paid in full.
- Prices. We will establish prices for Products and will at all times have the right, which may be exercised in our sole discretion, to increase or decrease the prices of its Products. Such increases or decreases will be deemed effective when uploaded to the Portal and will apply to all Purchase Orders submitted after such time. Prices do not include, and we will not be responsible for, the cost of freight, insurance, or any required federal, state or local sales or other taxes, duties, export or custom charges, VAT charges, brokerage or other fees.
- Credit. We may, but will not be obligated to, grant credit terms to you. In the event that we do grant you credit terms, we reserves the right, in our sole discretion and without prior notice, to deny, change or limit the amount or duration of credit to be allowed either generally or with respect to a particular Purchase Order. You agree to provide us with financial statements and other evidence of corporate and financial standing as we may reasonably request from time to time to evaluate your credit risk.
- Past Due Amounts. If any amount due to us, for any reason, becomes past due, we may at our option and without further notice withhold further shipments or deliveries to you until all invoices are paid in full. If any indebtedness will be more than thirty (30) days past due, in addition to those additional remedies set forth here we bmay at our election terminate our agreement as provided in Section 8, and all sums owed by you will become immediately due and payable regardless of the payment terms set forth elsewhere in this.
- Taxes: You will be responsible for any national, state or local sales, use, value added or other tax, tariff, duty or assessment levied or imposed by the United States or any foreign governmental authority arising out of or related to any of the transactions contemplated, other than taxes based upon our income. You must pay directly, or reimburse us for the amount of such sales, use, value added or other tax, tariff, duty or assessment that we are at any time obligated to pay or collect.
- Past Audit Claims. You will, at our request, provide full and complete records that fully support any discrepancies you may claim exist between any amounts we claim are due and the amounts you claim are owed to or are due from us. Any claim of discrepancies raised by you will be waived by you if such claim is not made within fourteen (14) days from the date of invoice on which such claim is based.
- Purchase Money Security Interest. We reserve a purchase money security interest in all goods or inventory sold and proceeds thereof until payment in full is made for all goods and services provided in connection with the sale. You agree to execute any financing statement requested by us to perfect its security interest in the the goods.
- Shipment Terms; Title and Risk of Loss. All Products purchased by you will be suitably packaged for shipment in our standard containers, marked for shipment to you at the address specified in the Purchase Order, and delivered to you or the forwarding agent selected by Wholesaler within the territory. If you fail to designate a forwarding agent, we will make such designation in accordance with our standard shipping practices. Shipment of Products will be F.O.B.Company’s warehouse or any such other related facility. Title and risk of loss will pass F.O.B. Company’s shipping point. You will be responsible for and pay all freight, shipment, and insurance charges associated with shipment of the Products, even if the order is rejected upon delivery. We will use commercially reasonable efforts to ship Products to you on or before the requested receipt date designated in a Purchase Order. We agree, however, that shipment of any Products ordered from us may be delayed for a period of time sufficient to allow us to manufacture and assemble or otherwise acquire the Products for you, and we mutually agree that we will not be held liable to you or any other party for any delay in shipment of any Purchase Order. Any expense for any special packaging or any special delivery requested by you will be borne solely by you.
- Company’s Right to Delay, Cancel or Allocate. Notwithstanding our obligations outlined in these terms and conditions, we reserve the right to refuse, cancel or delay any shipment to you when you are delinquent in payments, when payment for a shipment has not been arranged to our reasonable satisfaction, or when you have failed to perform any of its obligations under these terms and conditions. Should any Purchase Order for Products exceed our available inventory, we will in our sole discretion determine how to allocate our available inventory without liability to you on account of the method of allocation determined or its implementation.
- Change Order, Rescheduling, and Cancellations. You may issue a written “Change Order” for such Purchase Order via email to us at email@example.com to request that we (i) increase the quantity of any Product specified in the Purchase Order, (ii) reschedule delivery without additional charge, or (iii) cancel the Purchase Order, provided that you will be responsible for any and all material and labor commitments incurred by us in the event of a cancellation. Such Change Order will not become effective until and unless it is actually received and accepted by an authorized representative of Lanna Coffee Co. , and such acceptance or rejection shall be in our sole discretion. We reserve the right to ship any increased quantities separately from the original order quantities.
- Acceptance of Shipments. You will have forty-eight (48) hours from the date of arrival of the shipment of the Products to the shipping location designated by you to inspect the Products and notify us of any discrepancies with respect to shipments of Purchase Orders, including, but not limited to any discrepancies in the quantity or quality of the Products. Unless a notice of a discrepancy is reported to us as required herein, all shipments of Products will be deemed accepted by you.
4. INTELLECTUAL PROPERTY RIGHTS.
Subject to these terms and conditions, we hereby grants to you a revocable, non-transferable, non-exclusive, limited license to use our logos, trademarks, and trade names (collectively the “Company Marks”), solely in connection with the marketing, advertisement and sale of the Products. You will strictly comply with all standards of use for the Company Marks and must at all times display appropriate trademark and copyright notices as instructed by us. All media advertising, printed materials and electronic documents in which a Company Mark is used must be submitted to Company for review in advance and must not be distributed or used in any manner without our prior written approval. You acknowledges and agrees that the Company Marks and other intellectual property provided to you, if any, are our sole and exclusive property. You will not acquire any right, title or interest under these terms and conditions in any patent, copyright, Company Mark or other intellectual property right of any kind of ours. No implied license, patent, copyright or other intellectual property right of us is granted under these terms and conditions or otherwise. During the term of this Agreement and thereafter, you will not do anything that will in any manner infringe, impeach, dilute or lessen the value of our Marks, patents, copyrights or other intellectual property or the goodwill associated therewith or that will tend to prejudice our reputation or the sale of any of our products.
- DISCLAIMER OF EXPRESS IT IS THE INTENT OF THE PARTIES TO PROVIDE IN THIS AGREEMENT AN EFFECTIVE DISCLAIMER OF ALL EXPRESS WARRANTIES WITH RESPECT TO THE GOODS SOLD HEREUNDER. NO STATEMENT OF FACT, PROMISE, REPRESENTATION, AFFIRMATION, OR OTHER INDICATION HAS BEEN MADE WITH RESPECT TO THE QUALITY OF THE GOODS OTHER THAN THOSE WHICH APPEAR IN THIS AGREEMENT. THE DESCRIPTION OF THE GOODS CONTAINED IN HEREIN IS THE SOLE BASIS FOR THE AGREEMENT OF THE PARTIES, AND NO STATEMENTS OR REPRESENTATIONS OTHER THAN THOSE EMBODIED HEREIN HAVE BEEN MADE OR RELIED ON. ANY SAMPLE OR MODEL THAT HAS BEEN REFERRED TO IN THIS AGREEMENT WAS NOT INTENDED AS A BASIS FOR THIS AGREEMENT AND WHOLESALER ACKNOWLEDGES THAT THE MODEL OR SAMPLE WAS USED FOR THE PURPOSES OF APPROXIMATE ILLUSTRATION ONLYAND THAT NO RELIANCE WAS PLACED ON IT IN ARRIVING AT THE TERMS OF THIS AGREEMENT. IT IS AGREED THAT ANY OPINIONS OR STATEMENTS OF OURS AS TO THE VALUE OR QUALITY OF THE GOODS SOLD HEREUNDER DO NOT FORM A BASIS FOR THIS AGREEMENT, AND UNLESS THE STATEMENTS OR OPINIONS ARE SPECIFICALLY EMBODIED IN THIS WRITING, THEY DO NOT, IN ANY WAY, CONSTITUTE A WARRANTY. ANY MODIFICATION OF THIS AGREEMENT THAT RELATES IN ANY WAY TO A WARRANTY MUST BE IN WRITING AND SIGNED BY COMPANY; OTHERWISE THEPURPORTED MODIFICATION WILL BE NULL AND VOID.
- DISCLAIMER OF IMPLIED THE GOODS SOLD UNDER THIS CONTRACT ARE PURCHASED BY YOU “AS IS” AND WE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT.
All sales to you will include and be subject to our warranty disclaimers and limitations on liability in effect for the Products at the time of shipment of the Products to you, unless expressly agreed otherwise in a separate document referencing these terms and conditions and signed by authorized representatives of the Parties. We reserves the right to change the terms of any warranties at any time, without notice and without liability to you or any other Wholesaler will not in any manner alter our warranties, warranty disclaimers and limitation of liability without the prior written authorization of us, nor extend or make any warranty, or additional warranty, or representation regarding the Products unless expressly authorized by us.
6. LIMITATION OF LIABILITY; ACTIONS.
IN NO EVENT WILL EITHER PARTY BY LIABLE UNDER THESE TERMS AND CONDITIONS TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOSS BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, OR LOSS OF DATA, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.
NO ACTION WILL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.
These terms and conditions are effective December 1, 2019 and will remain in full force unless otherwise altered as as long as you continue to remain a Lanna Coffee wholesale customer.
- Termination for Breach. Either party may terminate the partnership at any time in the event of a breach by the other party that remains uncured after: (i) in the event of a monetary breach, ten (10) days following written notice thereof; and (ii) in the event of a non-monetary breach, thirty (30) days following written notice thereof. Such termination will be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either party. Termination will be in addition to any other remedies that may be available to the non-breaching party.
- Termination by Us. We will have the right to terminate our partnership immediately upon written notice and cancel any pending Purchase Orders, upon the occurrence of any of the following events: (i)You sells products manufactured by others under our brand ortrademarks; or (ii) you becomes a manufacturer of competing products, or acquires an interest in a competitor, where such interest adversely affects its ability to promote the sale of the Products.
Termination for Financial Insecurity. Either party may terminate this partnership and any outstanding Purchase Orders (to the extent Products have not already been delivered to the carrier for shipment) immediately at its option upon written notice if the other party: (i) becomes or is declared insolvent or bankrupt; (ii) is the subject of a voluntary or involuntary bankruptcy or other proceeding related to its liquidation or solvency, which proceeding is not dismissed within ninety (90) days after its filing; (iii) ceases to do business in the normal course; or (iv) makes an assignment for the benefit of creditors. This partnership will terminate immediately and automatically upon any determination by a court of competent jurisdiction that either party is excused or prohibited from performing in fullall obligations hereunder, including, without limitation, rejection of this Agreement pursuant to 11 S.C.365.
Termination for Convenience. Either party may terminate this partnership at any time with or without cause by giving fifteen (15) days prior written notice. Such termination will not relieve you of your responsibility to receive and pay for Products under any accepted or filled Purchase Orders.
Obligations upon Termination. Upon termination of this partnership, all amounts of indebtedness owed by you to us will become immediately due and payable, notwithstanding prior terms of sale, and all unshipped orders may be cancelled by us without liability of either Within fifteen (15) days of termination of this partnership, we will remove and not thereafter use any sign, display, or other advertising or marketing means containing Company Marks. In addition, you will immediately destroy all advertising matter and other printed materials in its possession or under its control containing the Company Marks, except for those in-store materials directly necessary for the resale of the Products which may be remaining in your possession after termination, which materials you may continue to utilize until all remaining Products have been sold or ninety (90) days after termination, whichever comes first, after which you will cease the use of any such Company Marks.
9. COMPLIANCE WITH LAWS.
Compliance with Laws; Notification. You represent, warrants and covenants that it will comply with all applicable international, nation, state, regional and local laws and regulations, including, without limitation, the United States Foreign Corrupt Practices Act of 1977 and the Export Control Act, as may be amended from time to time, in performing its duties hereunder and in any of its dealings with respect to the Products. You will promptly notify us in the event you know or have reason to believe that any act or refrainment fromacting required by or contemplated by thviolates any applicable law, rule or regulation (whether criminal or non-criminal) or if it becomes awareese terms and conditions that any Products contain a defect which could create a product hazard or risk of serious injury or death.
10. GENERAL TERMS.
- Independent Contractors. Nothing in these terms and conditions and no course of dealing between the Parties, will be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one party and the other party’s employees or agents. Neither us nor you has the authority to bind the other, to incur any liability or otherwise act on behalf of the Each party will be solely responsible for payment of its employees’ salaries (including withholding of income taxes and social security), workers compensation, and all other employment benefits.
- Assignment. Neither these terms and condtions, nor any right or interest herein, may be assigned, in whole or in part, without the express written consent of the other party. Any assignment without such consent will be null and void. Notwithstanding the foregoing, we may assign these terms and conditions to any affiliated company without you consent, or if the assignment is carried out as part of a merger, restructuring, or reorganization, or sale or transfer of all or substantially all of our assets. These terms and conditions will be binding upon and inure to the benefit of the Parties hereto, their successors and legal representatives. There are no third-party beneficiaries to this Agreement.