The following are the additional terms and conditions incorporated into each Sales Contract (“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 between Seller and each Buyer, even though these additional terms and conditions on this website are overlapping and incorporated separately into each Memorandum.
- Buyer and Seller each represent and warrant to the other that it is a merchant 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) and Section 201(b), of the Uniform Commercial Code, Article 2.
- Buyer shall provide notice to Seller immediately if the Product does not arrive on the date stated in the Memorandum, or if Buyer has knowledge or notice of any actual or alleged breach of this Contract. Upon receipt of such notice, Buyer shall act to investigate and cure any issue or deficiency within a reasonable time, and Seller shall cooperate with Buyer’s efforts (such as by returning erroneous Product, shipping costs for which shall be Seller’s responsibility only if Seller is responsible under this Contract for the error).
- Unless otherwise explicitly specified in the Memorandum, Buyer shall pay for the Product in full within 15 calendar days after the date of delivery stated in the Memorandum – or if none, or if earlier, after Seller receives all or any part 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.
- 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.
- If (a) Buyer did not sign the Memorandum of Sale, or (b) if Buyer fails to confirm or completely respond to Seller’s email or other inquiry or request for confirmation regarding the Contract within 7 days of Seller’s email or inquiry or request with time being of the essence, then Seller shall be permitted to elect to terminate this Contract so long as (x) Seller has not shipped all of the Product yet, and (y) Seller gives notice in writing such as via email of Seller’s election to terminate. In the event of termination under this paragraph, Buyer shall return any Product that it has or obtains back to Seller (and Seller shall reimburse Buyer for the shipping costs therefor, net 15 after Seller’s receipt of the part of the Product shipped), and Seller shall return any amount Buyer paid for the Product. At a minimum, Paragraphs 13-17 survive the termination 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; and (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. Moreover, (c) with respect to anything in the first sentence of paragraph 5, the Product “substantially complies with the requirements of this Contract” if MPC can provide written confirmation from the supplier that the supplier made the stated representation regarding the Product in the Contract, even though that representation was untrue or the Product degraded or changed such that the representation was no longer true – if and to the extent and MPC did not actually know that representation to be false, and MPC did not intentionally cause the Product to be degraded or changed.
- Any amount due or payable by Buyer and 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. After any and all such non-payment fees assessed, all amounts due or payable by Buyer shall accrue additional late fees of two percent (non-compounding) on the first day of each month. These fees shall accrue and be imposed automatically, and for example shall not require any notice and shall not be deemed waived if not further brought to Buyer’s attention.
- All payments made by Buyer to Seller shall be applied first to any attorney fees to which Seller may be entitled, then to non-payment fees or late fees, and finally the (remaining) purchase price.
- 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, and any price 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, and Buyer shall hold the Product in trust for Seller, 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. Buyer shall not resell, consume, or diminish the value of any Product unless and until all amounts due to Seller in connection with this Contract have been paid in full.
- 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.
- 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 all or any part of Contract represents and warrants having authority to legally bind the party stated, and that the Contract is and will be a legally binding contract and agreement between the parties, fully enforceable according to its terms and conditions hereof.
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