Terms & Conditions
General Terms & Conditions of Site Use
General Terms & Conditions of the Purchase and Sale of Goods
General Terms & Conditions of Site Use
BevSource, Inc maintains this site (”the Site”) for your personal information, education, and communication. Feel free to browse the Site, but please read these terms and conditions before doing so.
This Site contains many of the valuable trademarks, names, titles, logos, images, designs, copyrights and other proprietary materials owned and registered by BevSource, Inc and used by BevSource, Inc and its distributors throughout the world (the “Trademarks”).
Your access to and use of the Site is subject to the following terms and conditions (”Terms and Conditions”). BevSource, Inc may revise these Terms and Conditions at any time by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the then current Terms and Conditions to which you are bound.
By accessing and browsing the Site, you signify your acceptance of these Terms and Conditions without limitation or qualification. If you do not agree to these Terms and Conditions, then please do not use the Site.
TERMS AND CONDITIONS
- The contents of this Site, such as trademarks, designs, text, images, audio and video materials, are the trademarks, service marks, copyrights or other intellectual property of BevSource, Inc or a third party which has authorized Alliance to use such intellectual property (“Proprietary Rights”). Proprietary Rights are protected under international treaties. You must keep all copyright and other proprietary notices on the material. You may not display, reproduce, distribute, modify, transmit, or otherwise use the contents of the Site in any way for any public or commercial purposes, without the written permission of BevSource, Inc and any appropriate third party.
- The contents of this Site, and our services are intended to convey general information concerning beverage laws, taxes, and compliance. The content of this Site, and the posting and viewing of the information on this Site, should not be construed as, and should not be relied upon for, legal or tax advice in any particular circumstance or fact situation. The information presented on the Site may not reflected the most current legal developments. No action should be taken in reliance on the information contained on this Site and we disclaim all liability in respect to actions taken or not taken based on any or all of the contents of the Site to the fullest extent permitted by law. An attorney should be contacted for advice on specific legal issues.
- The Trademarks displayed on the Site are registered and unregistered Trademarks of BevSource, Inc. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Site, or any license or right to use any other trademark owned by any other third party. In the event that you misuse any Trademark in violation of these Terms and Conditions, BevSource, Inc will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.
- These Terms and Conditions set forth the entire understanding and agreement between you and BevSource, Inc and/or BevSource, Inc with respect to the Site. You acknowledge that any other agreements between you and BevSource, Inc and/or BevSource, Inc with respect to the Site are superseded and of no force or effect.
General Terms & Conditions of the Purchase and Sale of Goods
The following General Terms & Conditions of Purchase and Sale of Goods (the "Agreement") between BevSource, LLC and Associated Brewing Company, LLC (collectively the "Seller") and you (the "Buyer") govern exclusively every sales transaction of goods by Seller and/or any of its affiliates to Buyer. Any goods, services or information provided by Seller in connection with the transaction of such goods is hereinafter collectively referred to as the "Goods"). Seller’s acceptance of any Buyer order (referred to herein as the “Order(s)”) for Goods received by Buyer and Seller’s performance of its obligations under such Order is conditioned on the acceptance by Buyer of this Agreement.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, BUYER’S SUBMISSION OF A SALES ORDER FOR ANY GOODS TO SELLER SHALL BE DEEMED BUYER’S ACCEPTANCE OF THIS AGREEMENT AND UNDERSTANDING OF ITS TERMS AND CONDITIONS THAT GOVERN EACH AND EVERY SALES ORDER MADE TO SELLER.
This Agreement constitutes the complete and exclusive understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral. Notwithstanding the foregoing, should Seller and Buyer have a written contract that governs specifically the sale of certain Goods within an applicable Order then such written contract shall govern with respect to the mutual agreements within so long as such written agreement covers the matters therein.
Seller reserves the right to change or modify any of the terms and conditions contained in this Agreement or any at any time and in their sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the site https://www.bevsource.com/terms, and Buyer waives any right it may have to receive specific notice of such changes or modifications. Buyer’s continued submission of Orders following the posting of changes or modifications will confirm Buyer’s acceptance of such changes or modifications.
The following terms and conditions shall apply to all Orders placed by Buyer:
Order Confirmation. Seller will provide acceptance and confirmation of an Order within five (5) business days. Buyer may not make any changes to an Order after confirmation by Seller without the express written consent of Seller. Seller’s acceptance of an Order is conditional on Seller’s ability to obtain the necessary supply of Goods from its manufacturers including as a result of raw material availability, minimum order quantities, lead times and delivery dates. Seller shall provide written notice to Buyer if it cannot fulfill the supply requested.
Sale Price. Prices on the Goods may vary depending on where an order is placed by Buyer and are subject to change to the manufacturer’s pricing in effect at the time of delivery to Buyer. Seller reserves the right to modify or change the prices applicable to the Goods at any time based on market conditions and manufacturer price changes. Prices on the Goods specified in a Order do not include any city, state, or federal excise taxes.
Artwork. For any Order placed by Buyer for Goods requiring artwork, such artwork must be accurately referenced on the Order. Upon confirmation of the Order by Seller no changes can be made to the required artwork provided in such Order. Buyer represents and warrants that any artwork or beverage packaging as it relates to the Goods complies with all applicable laws and regulations and shall indemnify Seller from any claims that may arise from the artwork.
Payment Terms. Unless otherwise agreed to between Seller and Buyer payment is due fifteen (15) days from receipt of invoice. Any invoice remaining unpaid for more than fifteen (15) days from receipt shall accrue interest at a rate of the lesser of 1.5% per month or the highest rate allowed by law. Buyer shall pay all costs of collection on past due accounts including attorneys’ fees and Seller shall have the right to seek damages. Should Buyer fail to make timely payments to Seller, Seller may, at any time and in its sole discretion, defer shipments under any accepted Order placed by Buyer, decline to place any further Orders or shipments, or cancel any placed or accepted Orders until payment in full has been received from the Buyer.
Security Interest. To secure the complete and timely payment and performance of all Buyer’s obligations under this Agreement, including the complete and timely payment for the Goods sold under this Agreement, Seller hereby reserves, and Buyer hereby grants Seller a security interest in and to all Goods and proceeds thereof, including without limitation, insurance proceeds. Buyer hereby authorizes Seller to prepare, execute, issue, and file any appropriate UCC financing statements, amendments, and any other instruments or third party notices that Seller may reasonably require to perfect Seller’s security interest and shall perform all acts and deliver all instruments necessary to secure and protect Seller’s interest. Seller shall be subrogated to all of Buyer’s rights arising in the event of any payment or other satisfaction for damaged, lost or destroyed Goods. Buyer shall execute and deliver all instruments and take all other actions necessary to secure such rights. Seller shall have all the rights and remedies of a secured party under the Uniform Commercial Code, which remedies shall be cumulative and not exclusive.
Freight. All freight and any other shipping charges are the responsibility of Buyer and shall be paid to Seller in addition to the sale price of the Goods. All quoted freight costs are provided as an estimate and are subject to change without prior written notice to Buyer. Except in the case Seller acts with gross negligence, Buyer shall be responsible to pay or reimburse Seller for all additional charges incurred as a result of any delivery or delayed delivery. For the avoidance of doubt, Seller is not responsible or liable for any acts, errors or omissions of any shipper, carrier, receiver or other third party including any damages to Goods that may be caused during transit.
Cancelation. Buyer may not cancel or change any Order without written consent from Seller. If Buyer desires to cancel or modify an Order Buyer must provide written notice to Seller no less than thirty (30) days from the expected ship date of the Goods specified in the applicable Order or as otherwise determined by Seller.
Delivery and Risk of Loss. All shipments made under this Agreement are F.O.B. manufacturers facility and title to and risk of loss shall transfer to Buyer at such time unless otherwise specified.
Goods Returned. If applicable, any Goods returned by Buyer without both Seller and manufacturer's authority are shipped at Buyer’s risk and are subject to all terms and conditions of the manufacturer. Seller will not accept returns for any Goods sourced outside the United States.
Inspection. Buyer agrees to inspect the Goods within three (3) days from receipt of delivery of the Goods and provide its acceptance of such Goods. Should the Buyer determine the Goods to be nonconforming Buyer must provide in writing notice of any nonconforming Goods to Seller within such three (3) day period including a detailed description of all defects, nonconformities (including photographs), damage or discrepancy from the carrier's copy of the bill of lading and provide any other written evidence or documentation as reasonably requested by Seller. Should Buyer not provide its written notice within three (3) days of receipt of delivery Buyer shall be deemed to have accepted the Goods. Nonconforming Goods shall mean any Goods that do not meet the Warranty and Limited Warranty of Goods defined below (the “Nonconforming Goods”).
Buyer’s Exclusive Remedy. Buyer acknowledges and accepts that Seller is not the manufacturer of the Goods. Upon receipt of Buyer’s notice of the delivery of Nonconforming Goods with all supporting written documentation as may be reasonably requested by Seller, Seller shall pass through any remedies made available directly from the manufacturer of the Nonconforming Goods. Seller will use its commercially reasonable best efforts to assist the Buyer in carrying out any and all remedies made available to it by the manufacturer.
Limited Warranty. BEVSOURCE IS NOT THE MANUFACTURER OF THE GOODS. EXCEPT FOR AS EXPRESSLY SET FORTH HEREIN ALL GOODS ORDER ARE SOLD “AS IS” AND BEVSOURCE HAS NOT MADE, DOES NOT MAKE AND SHALL NOT BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING, BUT NOT LIMITED TO, THE CONDITION, DESIGN, OPERATION, WORKMANSHIP, MERCHANTABILIITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, OR THE ABSENCE OF ANY VIOLATION OR CONFLICT OF ANY LAW OR GOVERNMENTAL REGULATION. SELLER MAKES NO GUARANTEE AND DOES NOT WARRANT THE PERFORMANCE OF THE MANUFACTURERS; HOWEVER, SELLER WILL PASS THROUGH ANY SPECIFIC WARRANTIES OF THE GOODS MADE AVAILABLE BY THE MANUFACTURER. FOR THE AVOIDANCE OF DOUBT THIS LIMITED WARRANTY DOES NOT APPLY TO GOODS THAT HAVE BEEN SUBJECTED TO, INCLUDING BUT NOT LIMITED TO, ANY MISUSE, NEGLECT, NEGLIGENCE, IMPROPER TESTING, IMPROPER STORAGE, IMPROPER HANDLING, ABNORMAL ENVIRONMENTAL CONDITIONS BY THE BUYER OR ANY THIRD PARTY OTHER THAN THE SELLER. THIS LIMITED WARRANTY IS, TO THE EXTENT PERMITTED BY LAW, IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY EXCLUDED. THERE IS NO WARRANTY WHATSOEVER ON ANY BRITE CANS SOLD UNDER THIS AGREEMENT.
Liability. To the extent permitted by law Seller shall not be liable to Buyer or any third parties and Buyer waives its right or claim against Seller for any and all remedies, legal or equitable, for any and all damages, including direct, special, incidental, exemplary, punitive, indirect or consequential damages (even if the parties have been advised of the possibility of such damages), including, but not limited to, lost profits or savings, loss of use of services, cost of capital, cost of substitute services or facilities, or damages and expenses arising out of or relating to any breach of this Agreement or any accepted Order, non-delivery of Goods, provision of any Goods, or any third-party claim.
Indemnification. Buyer agree to defend, indemnify and hold harmless Seller and all of its directors, officers, shareholders, owners, members, managers, agents, representatives and employees from and against all claims, liabilities, losses, and damages brought by Buyer or any third party arising out of Buyer’s its obligations under this Agreement or the business activities of Buyer, including but not limited to claims of personal injury, property damage, business interruption, consequential damages and attorney’s fees, whether such claims arise out of claims including but not limited to the Goods, Buyer’s use of such Goods in any manner or any use of the Goods by Buyer’s third parties, any infringement or misappropriation of intellectual property rights, Buyer’s marketing or sale of its finished products. Buyer agrees that it shall fully defend and indemnify Seller, including paying all of Seller’s reasonable attorney’s fees, for any claims that may be brought against Seller while Seller is carrying out its obligations hereunder, except to the extent that Seller has breached any of its obligations or warranties defined herein.
Confidentiality. Buyer shall not disclose and shall use their best efforts to prevent disclosure of, confidential or proprietary information relating to this Agreement, or to the subject matter thereof, including but not limited to this Agreement and its terms, the Goods, pricing and any other information shared in connection with the subject matter hereof. Buyer shall not disclose to or use with third parties such confidential or proprietary information of the other Party.
Force Majeure. Except for payment of money due hereunder, Seller shall be excused for failure to perform under this Agreement where such failure results from circumstances beyond the Seller’s reasonable anticipation and control including, without limitation, manufacturer supply disruptions, commercial inability to obtain supply of materials, delay or failure of transportation, acts of God or acts of a local or federal government, and Seller shall give written notice to Buyer of any such occurrence.
Assignability. Buyer may not assign its rights and obligations under this Agreement without Seller’s prior written consent.
Modification. This Agreement shall not be modified or amended except by a written instrument accepted and signed by Seller
Waiver. The failure of either party to enforce at any time any of the provisions of this Agreement will in no way be construed to be a waiver of any such provision, nor in any way affect the validity of this Agreement or any part of it or the right of either party after any such failure to enforce each and every such provision.
Compliance of Law. Seller and Buyer agree to comply with all applicable federal, state, and local laws and regulations applicable in its performance under this Agreement. Buyer further represents and warrants that any artwork or beverage packaging as it relates to the Goods complies with all applicable laws and regulations. For the avoidance of doubt, Seller maintains its right and title to resell and distribute the Goods to the Buyer and shall hold the sole principal relationship with the manufacture as it relates to any disputes or claims that may arise for the Goods sold under this Agreement.
Conflict and Governance. In the event of any conflict between this Agreement and any Order or purchase order or otherwise, the terms of which are expressly rejected and this Agreement shall govern. Seller hereby rejects any and all other terms including any purchase order term and conditions of Buyer.
Applicable Law. This Agreement, and any applicable Order and the rights of the parties shall be governed by and construed and enforced in accordance with the laws of the State of Minnesota. The venue for any action hereunder shall be in the state of Minnesota, County of Ramsey, so long as Seller’s corporate offices are located there. The party’s consent to the jurisdiction of the courts of the State of Minnesota, County of Ramsey, and the U.S. District Court, District of Minnesota. In any action, suit or proceeding to enforce this Agreement, the Seller shall be entitled to recover from the other party its costs incurred in connection therewith, including, but not limited to, reasonable attorneys’ fees, court costs and expert witness fees.