TERMS AND CONDITIONS OF SALE

1. Acceptance. Coulée Coffee Company’s offer to sell product(s) and/or provide services to Buyer is expressly conditioned upon Buyer’s acceptance of these terms and conditions. Any of the following constitutes Buyer’s unqualified acceptance of these terms and conditions: (i) written acknowledgement of these terms and conditions; (ii) issuance or assignment of a purchase order for the product(s) or services, (iii) acceptance of any shipment or delivery of product(s) or provision of services, (iv) payment for any of the product(s); or (v) any other act or expression of acceptance by Buyer. THE TERMS AND CONDITIONS SET FORTH HEREIN SHALL SUPERSEDE ANY CONFLICTING TERMS CONTAINED ON BUYER’S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER UNLESS EXPRESSLY AGREED TO IN WRITING BY COULÉE COFFEE COMPANY.

2. Prices, Taxes and Payment. Coulée Coffee Company reserves the right to change the prices and specifications of its products or services at any time without notice, unless otherwise explicitly specified in a written customer quote. Any tax, duty, custom or other fee of any nature imposed upon this transaction by any governmental or quasi-governmental authority shall be paid by Buyer in addition to the price quoted or invoiced. In the event Coulée Coffee Company’s is required to prepay any such tax, Buyer will fully reimburse Coulée Coffee Company’s for such tax prepayment. Payment terms shall be net 30 days after shipment by Coulée Coffee Company’s, except that Payment made by Credit Card must be made at time of order placement by Buyer and is limited to orders with a total order value equal to or less than ten thousand dollars ($10,000 – US). Coulée Coffee Company reserves the right to charge a late fee to invoices outstanding beyond 30 days after shipment. Interest on all sums due and unpaid after due date shall run at the maximum rate permitted by applicable law until payment is received. In addition, Coulée Coffee Company reserves the right to require C.O.D. payment terms from any Buyer whose account is overdue for a period of more than 60 days or who has an unsatisfactory credit or payment record, as determined by Coulée Coffee Company in its sole discretion. Coulée Coffee Company may also refuse to sell to Buyer until each overdue account of Buyer and all of its affiliates are paid in full. Buyer is responsible for all of Coulée Coffee Company’s collection costs on Buyer’s past due accounts.

3. Delivery and Shipment. Coulée Coffee Company will make every effort to ship the products or provide the services hereunder in accordance with the requested delivery date, provided that Coulée Coffee Company accepts no liability for any losses or for damages arising out of delays in delivery. All delivery dates are estimates and the time of delivery shall not be of the essence. Coulée Coffee Company shall be entitled to deliver the products in installments. Shipment of all products shall be Ex Works (EXW) point of distribution by Coulée Coffee Company (INCOTERMS 2010); identification of the products shall occur when they leave Coulée Coffee Company’s point of distribution, at which time title and risk of loss shall pass to Buyer. Except as otherwise agreed, method of transportation will be per Coulée Coffee Company’s policy. All shipment costs shall be paid by Buyer and if prepaid by Coulée Coffee Company, the amount thereof shall be reimbursed to Coulée Coffee Company.

5. Coulée Coffee Company’s Standard Warranty and Limitation of Liability. Coulée Coffee Company warrants that its products will meet their applicable published specifications when used in accordance with their applicable instructions for a period of one year from shipment of the products or, in the case of research products or chemicals, at the time of shipment or for the expressly stated duration. This warranty does not extend to any product which has been subjected to misuse, neglect, or to use in violation of instructions furnished by Coulée Coffee Company.

COULÉE COFFEE COMPANY MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS WARRANTY OF MERCHANTABILITY OR WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. The warranty provided herein and the data, specifications and descriptions of Coulée Coffee Company products appearing in Coulée Coffee Company’s published catalogues and product literature may not be altered except by express written agreement signed by an officer of Coulée Coffee Company. Representations, oral or written, which are inconsistent with this warranty or such publications are not authorized and if given, should not be relied upon.

In the event of a breach of the foregoing product warranty, Coulée Coffee Company’s sole obligation shall be to repair or replace, at its option, the applicable product or part thereof, provided the customer notifies Coulée Coffee Company promptly of any such breach. If after exercising reasonable efforts, Coulée Coffee Company is unable to repair or replace the product or part, then Coulée Coffee Company shall refund to the customer all monies paid for such applicable product or part.

Coulée Coffee Company warrants that it shall provide services in a professional and workmanlike manner and that it will attempt in good faith to perform the services to Customer’s reasonable satisfaction. COULÉE COFFEE COMPANY MAKES NO OTHER WARRANTY EXPRESS OR IMPLIED. If Coulée Coffee Company breaches this warranty, then Customer shall be entitled to a refund of up to the amount paid for such services. The above represents Customer’s sole remedy for breach of this services warranty.

Buyer assumes all risk and liability for loss, damage or injury to persons or to property of Buyer or others arising out of the presence or use of the products or Coulée Coffee Company’s provision of services. Except as expressly provided otherwise herein, Coulée Coffee Company shall not indemnify nor be liable to Buyer, Buyer’s customers, successors, or to any person or entity for any claims, damages or losses arising out of the sale or use of products or the provision of services, where liability is premised upon any theory including, but not limited to, warranty, negligence or strict liability. COULÉE COFFEE COMPANY SHALL NOT IN ANY EVENT BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY OR SPECIAL DAMAGES OF ANY KIND RESULTING FROM ANY USE OR FAILURE OF THE PRODUCTS OR SERVICES INCLUDING, WITHOUT LIMITATION, LIABILITY FOR LOSS OF USE, LOSS OF WORK IN PROGRESS, LOSS OF REVENUE OR PROFITS, OR ANY LIABILITY OF BUYER TO A THIRD PARTY. THE TOTAL LIABILITY OF COULÉE COFFEE COMPANY UNDER THESE TERMS AND CONDITIONS OF SALE SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS OR SERVICES INVOLVED. All claims must be brought within one (1) year of delivery, regardless of their nature.

7. Returned Goods. Buyer may not cancel any order without Coulée Coffee Company’s written consent. No products shipped under this contract may be returned without the express prior written authorization of Coulée Coffee Company and all products must be returned with Coulée Coffee Company’s approved Product Return Authorization form. Title to the returned products shall pass to Coulée Coffee Company upon delivery of the products to Coulée Coffee Company’s facilities. The products shall be returned in their original containers with the original Coulée Coffee Company label affixed and unaltered in form and content. Where applicable, Buyer agrees to provide Coulée Coffee Company with interim product temperature and other appropriate storage documentation and to package products with proper refrigerant to maintain required temperatures during transit. No returns will be authorized after 120 days following shipment to Buyer.

8. Agents, etc. No agent, employee or other representative has the right to modify or expand Coulée Coffee Company’s standard warranty applicable to the products or services to make any representations as to the products other than those set forth in Coulée Coffee Company’s product literature and any such affirmation, representation or warranty, if made, should not be relied upon by Buyer and shall not form a part of this contract.

9. No Assignment. Orders are not assignable or transferable, in whole or in part, without the express written consent of Coulée Coffee Company.

10. Typographical Errors. Stenographical, clerical or computer errors on the face of any Coulée Coffee Company invoice shall be subject to correction by Coulée Coffee Company.

11. Third Parties. Nothing in this document is intended to create any rights in third parties against Coulée Coffee Company.

12. Fair Labor Standards. Coulée Coffee Company represents that the products or services provided hereunder were produced and/or performed in compliance with the requirements of all sections of the Fair Labor Standard Act of 1938, as amended.

13. Equal Employment Opportunity. Coulée Coffee Company is an Equal Opportunity Employer. It does not discriminate in any phase of the employment process against any person because of race, color, creed, religion, national origin, sex, sexual orientation, age, veteran or handicapped status.

14. Modification, Waiver of Breach. This contract may be modified and any breach hereunder may be waived only by a writing signed by the party against whom enforcement thereof is sought. The waiver by either party at any time to require performance by the other of any provision of these Terms and Conditions shall not operate as a waiver of such provision at any other time.

15. Governing Law. This contract shall be governed by and construed in accordance with the laws (other than those relating to conflict of laws questions) of the state of Idaho.

16. Arbitration. Any and all disputes or controversies arising under, out of or in connection with this contract or the sale or performance of the products or services, except for collection matters, shall be resolved by final and binding arbitration in Boise, Idaho under the rules of the American Arbitration Association then obtaining. The arbitrators shall have no power to add to, subtract from or modify any of the terms or conditions of this contract. Any award rendered in such arbitration may be enforced by either party in either the courts of the state of Idaho or in the United States District Court in Boise, Idaho, to whose jurisdiction for such purposes Coulée Coffee Company and Buyer each hereby irrevocably consents and submits.

17. Force Majeure. Neither party hereto shall be in default in the performance of its obligations hereunder (other than its obligation to make any payment of money hereunder), or be liable in damages or otherwise for any failure or delay in performance which is due to causes beyond its reasonable control. Either party affected by such an event shall promptly give notice to the other, stating the nature of the event, its anticipated duration and action being taken to avoid or minimize its effect. Neither party hereto shall be required to grant any demand or request to bring to an end any strike or other concerted act of workmen. If, at Buyer’s request or for any reason for which Buyer is responsible, the production or shipment of products is delayed, Coulée Coffee Company may immediately invoice Buyer for the products produced, and costs and expenses incurred up to the time of the delay.

18. Publicity. Any marketing, promotion or other publicity material, whether written or in electronic form, that refers to Coulée Coffee Company, its affiliates, their products, or to these Terms and Conditions of Sale must be approved by Coulée Coffee Company prior to its use or release.

18. Proprietary Rights. Coulée Coffee Company, or its affiliates, is the owners of certain proprietary brand names, trademarks, trade names, logos and other intellectual property. Except as otherwise expressly permitted by Coulée Coffee Company, no use of Coulée Coffee Company’s or its affiliates’ brand names, trademarks, trade names, logos or other intellectual property is permitted, nor the adoption, use or registration of any words, phrases or symbols so nearly resembling any of Coulée Coffee Company’s or its affiliates’ brand names, trademarks, trade names, logos or other intellectual property as to be likely to lead to confusion or uncertainty, or to impair or infringe the same in any manner, or to imply any endorsement by Coulée Coffee Company of another entity’s products or services.

19. Severability. If any provision of these terms and conditions is held illegal, invalid, inapplicable or unenforceable, such provision shall be deemed severed from these terms and conditions, the remainder of which shall remain in full force and effect.

20. Entire Agreement. These Terms and Conditions of Sale shall constitute the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the sale of Coulée Coffee Company products and the provision of Coulée Coffee Company services and supersedes all prior and contemporaneous understandings or agreements of the parties.