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Terms & Conditions of Sale

  1. PRODUCTS; AGREEMENT. These Terms and Conditions of Sale (“Terms and Conditions”) Shall apply to and be deemed accepted in their entirety without modification upon, any purchase of cans, ends, carriers, trays and/or other products (collectively “Products”, each a “Product”) by a buyer (“Buyer”) from Craft Beverage Warehouse LLC (“Seller”). Buyer and Seller may be referred to as a “party” and collectively as “parties”. These Terms and Conditions, any exhibit, and any pricing letter (all of which are incorporated herein by reference) and all incorporated policies, together constitute the entire agreement between the parties with respect to the purchase of Products (the “Agreement”).
  2. PURCHASE; MINIMUM QUANTITIES. Products supplied are only for use with labels owned by Buyer unless otherwise agreed in writing with Seller. The supply location for Products shall be determined by Seller in its sole discretion. To order Products, Buyer shall submit a request for supply which identifies the specific Products, quantity, and requested ship-to location. Unless otherwise agreed in writing, Buyer shall submit these requests through the online portal specified by Seller. All requests are subject to acceptance by Seller. In the event of shortages, Seller may allocate volumes among customers in its discretion. Accepted requests create a legally binding “Purchase Commitment” of Buyer to receive and pay for the Products. Changes requested by Buyer to accepted Purchase Commitments are at Seller’s sole discretion and may result in additional charges to Buyer and delays in delivery.
  3. PRICING; CREDIT; PAYMENT. Pricing for Products shall be Seller’s pricing communicated to Buyer as of the date of shipment. Product pricing does not include freight charges to a Buyer location and is subject to change upon written notice, including, without limitation, due to legal or regulatory changes, and increases in, or surcharges imposed on, energy, materials, or transportation. Seller may elect in its sole discretion to extend or withdraw credit or payment terms at any time unless otherwise expressly agreed in writing. All payments are due, without set-off or deduction, in accordance with the specified payment terms, and any pricing or invoicing errors are subject to correction. In addition to any other remedies, payments not received when due shall bear interest at 1.5% per month or the highest amount permitted by law, if less, and Seller may elect to suspend further production and deliveries of Products, payments, and other performance under any agreements until all past due amounts are paid in full. If Seller initiates an action to collect any sums due, Buyer shall pay Seller all reasonable costs and expenses of collection, including, without limitation, attorneys’ fees and costs of collection, which may be incurred. Buyer hereby consents to the assignment by Seller and its affiliates of receivables arising from the sale of Products to Buyer.
  4. TITLE AND RISK OF LOSS; FREIGHT CHARGES; INSPECTION; RETURNS. Title and risk of loss for Products shall pass to Buyer upon tender of the Products at the specified delivery location in accordance with the applicable Incoterm regardless of whether the Products remain in the carrier’s trailer after arrival. Where Products are imported and/or where Seller arranges freight for delivery of the Products, applicable freight charges will be added to the Product invoice. Products shall not be returned without prior authorization by Seller. Returns without Seller authorization will be on terms mutually agreed. Less than truckload shipments will incur all freight charges associated with such a shipment including a less than truckload rate if LTL service is utilized. Such additional charges will be sent in a separate invoice than the Product invoice. Buyer shall be responsible to inspect the Products delivered and to notify Seller in writing within seven (7) days of receipt of receipt of any shortages or defects in the Products. Failure to give such notice shall constitute unqualified acceptance of the Products on the terms and conditions set forth herein.  Notwithstanding the foregoing, inspection and process for damaged Products are as set forth in the "Shipping/Return Policy" attached hereto.
  5. TAXES; DUTIES; TARIFFS. Any duties or tariffs imposed on the Products shall be charged to, and paid by, Buyer. Buyer shall be solely responsible for the payment of all sales, use, value-added, import, export, and other taxes of any kind and nature, excluding any taxes imposed on Seller’s net income.
  6. PACKAGING. All returnable pallets, top frames, and tier sheets for the Products are and remain the sole property of Seller and shall be timely returned to Seller in good and usable condition at Buyer’s expense. The replacement cost of all damaged packaging or packaging not returned within 12 months of Buyer’s original order date, and any costs incurred by Seller from packaging not timely returned will be invoiced to Buyer. Seller may require payment of a deposit for packaging.
  7. LABELS; INCISING; UPC. All labels, incising, and UPC information are the sole responsibility of the Buyer, and Seller assumes no responsibility related thereto. Supply of Products is conditioned upon Seller being supplied print-ready artwork in accordance with Seller-provided lead times. In providing any label to Seller, Buyer warrants that (i) it possesses the right to use the label as proposed; and (ii) the use and sale of Products bearing such label comply with all applicable laws and do not infringe or violate the rights of third parties. If a breach of the foregoing warranty is alleged for a Product, Seller shall be relieved of any obligation to supply such Product to Buyer unless and until such breach is resolved in Buyer’s favor. Buyer shall indemnify and hold Seller and its affiliates harmless against all damages, losses, and costs (including, without limitation, attorneys’ fees) arising from labels provided by buyer. Seller shall have the right to place its name and/or logo on cans bodies in a size and location that is customary in the can making industry unless otherwise agreed.
  8. WARRANTIES. Warranties. Seller warrants the Products to be free from defects in materials and workmanship for a period of thirty (30) days from date of delivery. If within such period, any Product shall be proven to Seller's satisfaction to be defective in materials or workmanship, such Products shall be either replaced or their price refunded, at Seller's option. Seller's obligation for defects in materials or workmanship, and Buyer's exclusive remedy therefor, shall be limited to such replacement or refund and shall be conditioned upon Seller receiving written notice, together with a demand for such replacement or refund, within thirty (30) days after delivery. This exclusive remedy shall not be deemed to have failed its essential purpose under any circumstances so long as Seller is willing and able to replace defective products or refund the purchase price within the time period specified.  THE FOREGOING WARRANTIES PROVIDED IN THIS SECTION 8 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES (EXCEPT OF TITLE) INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
  9. LIMITATION OF LIABILITY. SELLER SHALL HAVE NO LIABILITY TO BUYER UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, DAMAGE TO BRAND OR REPUTATION, OR LOSS OF PROFITS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY. IN NO EVENT SHALL SELLER'S TOTAL LIABILITY TO BUYER IN RESPECT OF ANY PRODUCTS EXCEED THE TOTAL AMOUNT PAID BY BUYER TO SELLER FOR SUCH PRODUCTS. NOTHWITHSTANDING THE FOREGOING, THE FOREGOING LIMITS ON LIABILITY SHALL NOT APPLY WITH RESPECT TO ANY CLAIM OR LIABILITY IF AND TO THE EXTENT SUCH CLAIM OR LIAIBLITY CANNOT BE LIIMTED OR WAIVED UNDER APPLICABLE LAW.
  10. FORCE MAJEURE. Except for payment obligations, a party hereto shall be excused for failure to perform under the Agreement to the extent caused by an event beyond its reasonable control, including, without limitation, fire, storm, flood, disease, pandemic, earthquake, strike or other labor activity, riot or civil disturbance, delay, shortage, or failure of transportation, government action, shortage or failure of utilities, water, material or equipment, armed conflict, acts of God, etc.; provided such party has exercised reasonable effort to avoid such event. Upon the occurrence of an event of Force Majeure, the affected party shall provide prompt notice thereof to the other party.
  11. CONFIDENTIALITY. The terms and pricing in this Agreement are confidential information of Craft Beverage Warehouse LLC. During the course of this agreement, each party may come into possession of confidential information of the other party. The recipient agrees not to use such confidential information except in the performance of this Agreement and agrees to maintain the confidentiality of such confidential information, and protect it from unauthorized disclosure using not less than reasonable care. Seller is entitled to identify Buyer and its products and use images of Buyer’s products in external communications.
  12. ANTICORRUPTION. No employee, agent, or representative of a party has offered or made any kickback or improper gratuity to the other party, its employees, agents, or representatives (collectively “Representatives”) as part of any effort to secure this Agreement. Each party represents and warrants that its Representatives are familiar with the Foreign Corrupt Practices Act, as well as all applicable local anticorruption laws and agrees that each will comply with the requirements of each such act with respect to this agreement.
  13. POLICIES; REJECTION; INCORPORATION; WAIVER. The following policies of Seller, as revised from time to time, are available to Buyer and are incorporated by reference into, and form part of, this Agreement: Shipping/Return Policy, Dunnage Return Procedures. Any terms and conditions stated on any forms or documentation submitted by Buyer or arising through any course of dealing, and any modification or attempt to alter these terms and conditions are hereby expressly rejected by Seller and shall not apply to the purchase of Products. No provision of this Agreement may be waived or altered except as mutually agreed in writing by authorized personnel of Seller. No individual waiver shall constitute a waiver of future rights or enforcement. There are no third party beneficiaries to this Agreement. Headings are included for convenience only and shall not affect the interpretation of the Agreement.
  14. GOVERNING LAW; NOTICES; SEVERABILITY; ASSIGNMENT; INSURANCE. This Agreement shall be governed by and construed under the laws of the State of Wisconsin excepting its conflicts of laws provisions. Buyer and Seller expressly disclaim applicability of the United Nations Convention on Contracts for the International Sale of Goods. Notices to Seller shall be sent to President, 3945 N 31st St, Milwaukee, WI 53216. Notices to Buyer shall be sent to the point of contact at the address identified by Buyer in the purchase commitment. If any term in this Agreement is determined to be invalid or inoperative, this Agreement will be construed as though the invalid or inoperative term was never part of the Agreement and an equivalent valid and operable term shall be automatically substituted. Buyer shall not assign this Agreement without Seller’s prior written consent and any purported assignment without such consent shall be void. All insurance policies of Buyer shall include a waiver of subrogation claims against Seller, and Buyer shall indemnify and defend Seller against any claim of subrogation which any insurer of Buyer may bring or assert against Seller.
  15. VENUE. Each party irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement or to any matter arising out of or relating to this Agreement or the transactions contemplated hereby shall be brought and determined in any state or federal court sitting in Milwaukee, Wisconsin, and each of the parties hereby irrevocably submits and consents to the exclusive jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby, and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such court. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Milwaukee, Wisconsin.