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    TERMS AND CONDITIONS

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    TERMS AND CONDITIONS | BLACKHALF COFFEE

    These Terms and Conditions apply to all wholesale purchasers ("Purchaser") of BlackHalf Coffee. By submitting a wholesale order, Purchaser agrees to be bound by the following terms:

    1. AGREEMENT.
    This Agreement is the entire understanding between BlackHalf Coffee and Purchaser. It supersedes all prior communications, whether oral or written. No changes to these terms are valid unless approved in writing by BlackHalf Coffee. Any conflicting terms proposed by the Purchaser will not apply unless agreed to in writing.

    2. NO WARRANTY OR GUARANTEE.
    BlackHalf Coffee makes no express or implied warranties, including but not limited to merchantability or fitness for a particular purpose. BlackHalf Coffee only guarantees that its products substantially conform to the descriptions provided.

    3. TERMS OF SALE.

    • Payment is due within 7 days from the date of shipment.

    • Any claims regarding delivery or product rejection must be made in writing within 10 days of receipt.

    • Billing errors must be reported prior to the due date.

    • Unpaid balances may incur a 1.5% monthly late fee.

    • Purchaser is responsible for all collection costs, including legal fees.

    4. RETURN POLICY.

    • Written authorization is required for any return or credit within 30 days of product receipt.

    • Unauthorized returns will not be credited, and the Purchaser bears all associated costs.

    • Returns are not accepted if the Purchaser’s account is not current.

    • The maximum allowable return is outlined in the BlackHalf Coffee Distributor Agreement.

    5. RISK OF LOSS; TAXES.

    • Title and risk pass to Purchaser upon shipment.

    • BlackHalf Coffee is not liable for product insurance or damage during transit.

    • All applicable taxes or charges on the merchandise are the responsibility of Purchaser.

    6. DEFAULT; TERMINATION.
    If the Purchaser defaults, BlackHalf Coffee may:

    • Accelerate outstanding payments

    • Require full payment before shipping further merchandise

    • Cancel this and other agreements

    • Revoke or adjust the Purchaser’s credit line

    • Recover damages

    • Reclaim delivered goods

    BlackHalf Coffee is not liable for lost profits or any consequential, incidental, or punitive damages.

    7. FORCE MAJEURE.
    BlackHalf Coffee is not liable for delays caused by circumstances beyond its control (e.g. natural disasters, labor strikes, supply chain disruptions). After one month of disruption, we reserve the right to terminate the agreement.

    8. GOVERNING LAW; ARBITRATION.
    This Agreement shall be governed by the laws of the State of New York. Any disputes shall be resolved by binding arbitration through the American Arbitration Association in New York. Each party is responsible for half of the arbitration fees. The prevailing party may recover attorney’s fees and costs.

    9. MISCELLANEOUS.

    • A waiver of one provision does not waive others.

    • Purchaser shall indemnify BlackHalf Coffee against any third-party claims, except those arising from BlackHalf’s gross negligence.

    • If any term is invalid or unenforceable, the remaining terms remain in effect.

    • The Purchaser is solely responsible for commitments made to their own customers.

    For questions or additional information, please contact: support@blackhalf.net