The following are the additional terms and conditions incorporated into each Memorandum of Sale (“Memorandum”) provided by Mighty Peace Coffee LLC (“Seller” or “MPC”) and each “Buyer” in connection with the “Product” detailed in each Memorandum.
- This “Contract” shall refer to each Memorandum and the words on this website. Each “Contract” shall be separate as involving each Buyer and Seller, even though these additional terms and conditions on this website are overlapping and incorporated separately into each Memorandum.
- Buyer and Seller are merchants with respect to the Product. Among other things, this means that the Memorandum is sufficient to memorialize a contract for the sale of goods under Wis. Stat. § 402.201(2).
- Unless any of the following is otherwise specified in the Memorandum, the Product has been represented to MPC by its supplier to be organic, green Arabica coffee beans, “Peace Trade Certified”TM, from the Democratic Republic of the Congo, shipped in GrainPro sacs, of the stated weight and quality. The Product is provided as is, with no implied warranties, subject only to the explicit statements in the previous sentence or in the Memorandum.
- Unless otherwise explicitly specified in the Memorandum, delivery of the Product shall be by common carrier, with all such additional costs to be separately or additionally paid for by Buyer, and with Seller to have no liability with respect to such costs or any risk of loss whatsoever regarding such shipment or delivery.
- Unless otherwise explicitly specified in the Memorandum, Buyer shall pay before or immediately upon receipt of the Product. Whether pursuant to the default stated in the previous sentence or as explicitly stated in the Memorandum or otherwise, the entire amount due from Buyer to Seller shall be paid with time being of the essence. The full price under this Contract shall be due, notwithstanding any issues, allegations, or irregularity in the Product, so long as the Product substantially complies with the requirements of this Contract.
- Without limitation, the Product “substantially complies with the requirements of this Contract” (a) regarding weight, if the gross weight of the shipped materials is no less than 1% under the stated weight; (b) with respect to any quality or rating, if any quality rating is or has been confirmed or determined by an independent evaluator or lab; or (c) superseding the foregoing, with respect to anything in the first sentence of paragraph 3, if MPC confirms in writing the representation made by a supplier regarding the Product, so long as MPC did not actually know that representation to be false.
- If the Memorandum provides for “Approval Terms: SAS” or any sort of permission or allowance for the Buyer to approve or verify any sample, that means that: the Buyer has the opportunity to have an independent quality tester take a sample of the Product as it was delivered to Buyer and have the sample tested. Buyer may select the tester, subject to Seller’s advance consent of the tester and the method of sampling and testing. If such tester or Buyer provides to Seller within 10 calendar days a certified report that the sample substantially fails to comply with the terms of this Contract in at least one specific, quantified way, Buyer may rescind the Contract by giving specific written notice of its desire to do so. Such notice shall be sent via email to both email@example.com and firstname.lastname@example.org within that same period of 10 calendar days, time being of the essence, otherwise the notice shall be ineffective. In the event of such rescission, Buyer shall return or otherwise ship the Product to Seller or to wherever Seller may direct; Seller shall pay or reimburse Buyer for such return or shipping costs, provided that Buyer shall pay or reimburse Seller for testing expenses and shipping expenses of the Product to Buyer. For the avoidance of doubt, the Contract does not allow for any such permission or allowance for any such approval or verification unless the Memorandum sufficiently provides as required by this paragraph, and in any event any such permission or allowance shall be forfeited and deemed waived if not strictly complying with the provisions of this paragraph.
- Any amount not actually received by the Seller by the due date shall accrue a non-payment fee of five percent of the total amount due immediately and shall accrue additional non-payment fees of two percent (non-compounding) on the first day of each month thereafter.
- Any typographical, transcription, or other unintentional error in the Memorandum shall not be binding on Seller and instead shall be modified as Seller shall provide in writing after the issue has been brought to Seller’s actual knowledge.
- Any price not stated (or which needs to be corrected pursuant to the above paragraph) shall be Seller’s usual and customary rates for the products at issue.
- There shall be no sale, and title shall not pass from Seller to Buyer, unless and until Buyer has fully paid for the Product and all amounts due to Seller. Buyer hereby grants to Seller a first-priority lien and security interest in the Product, to secure all of Buyer’s obligations to Seller under this Contract.
- Any claim or dispute between or among the parties or any of their officers, employees, or affiliates, including without limitation if relating to this Contract or this agreement to arbitrate, shall be determined by mandatory, irrevocable, final, and binding arbitration, regardless of the amount in controversy or the type of relief sought, with MPC to appoint the arbitrator, and the judgment on any arbitration decision or award may be entered in any court having jurisdiction. Any litigation or arbitration between or among the parties or their officers, employees, or affiliates shall take place in Madison, Wisconsin, USA and be subject to its substantive laws (without regarding to any conflicts of laws principals). Buyer shall pay, and MPC shall be entitled to an award and judgment for, all of MPC’s attorney fees and expenses relating to dispute or litigation or arbitration between or among the parties or their officers, employees, or affiliates, if MPC prevails in obtaining any requested relief or in reducing or offsetting any amount sought by Buyer.
- All payments made by Buyer to Seller shall be applied (c) last to the (remaining) purchase price, (b) second-to-last, to non-payment fees or interest, and (c) first to any attorney fees to which MPC is entitled.
- Each Contract contains and constitutes the entire agreement of the parties regarding the sale of goods contemplated thereby, superseding all prior or contemporaneous agreements and statements and representations of any kind related thereto. Any modification, amendment, release, or waiver relating to this document shall be inoperative unless contained in a physically signed writing by the party against whom enforcement is sought. Each subsequent or additional sale of goods from Seller to Buyer shall be subject to the same terms and conditions located on this website, unless Seller may agree otherwise in a physically signed writing.
- Buyer does not and has not proposed, and Seller rejects, any term or condition other than as stated in the Contract. Buyer shall not assign, delegate, or transfer any right, benefit, duty, or obligation relating to this Contract. Every provision of this Contract shall be construed as though each party participated equally in its drafting, and any rule of construction that a document be construed against the drafting party shall not be applicable. If this document is translated or provided in multiple languages, the English version shall prevail, govern, and control in the event of any inconsistency. The Contract may be signed in counterparts which shall together constitute one agreement. The Contract may be signed electronically or in any other way permitted by law.
- Each individual signing or authorizing this document represents and warrants having authority to legally bind the party stated, and that upon signature the Contract will be a legally binding contract and agreement between the parties, fully enforceable according to its terms and conditions hereof.
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