|Price:||Prices FOB Manson, Washington plus applicable taxes.|
|Terms||50% due upon execution of the contract. Balance due upon delivery of shipment.|
|Delivery:||We strongly encourage our Washington state breweries to coordinate pickup at our Chelan County farm. This will get you the freshest hops and avoid delivery charges. Overnight shipping and delivery charges from Chelan Valley Hops to final destination may be added to your order and confirmed prior to the execution of your contract. Harvest: Harvest timing is based on growing conditions and variety. CVH works to communicate anticipated harvest dates throughout the year. Historically, most varieties are harvested between 8/26 and 9/20. Preferred customers will be contacted approximately 72 hours prior to harvest and invited to personally select their hop bines in the field to fill their order.|
|Order:||This pre-harvest order is not confirmed until acknowledged by CVH approximately 1 month before harvest and brewery’s down payment is received by CVH.|
Chelan Valley Hops, LLC (CVH) warrants solely to Buyer that each shipment of the Product supplied to Buyer pursuant to this Agreement will meet generally accepted brewing quality standards. The warranties set forth herein are exclusive and all other warranties express or implied are herewith waived. Buyer further acknowledges that variations in the Product can occur from shipment and provided the product meets generally accepted brewing quality standards, Buyer shall accept same as conforming to this Agreement and expressly releases CVH from any responsibility or liability with respect to such variances.
Limitations of Remedies
The remedies set forth herein are intended solely for the benefit of Buyer. The remedy for any claim by
Buyer of nonconforming product shall, at reasonable discretion of CVH, be the replacement of the
defective Product or refund the nonconforming products’ purchase price. Provided that CVH shall have
a reasonable opportunity to inspect the product prior to CVH being obligated to perform any remedy. In
no event shall CVH be liable for any special, consequential, indirect or incidental damages (including lost
profits) suffered by Buyer or for punitive damages. Buyer assumes all risk and liability for results
obtained by the use of the Product, whether used singly or in combination with other Product.
Claims of Buyer
Buyer shall conduct a full inspection of the Product promptly after delivery and will immediately deliver to CVH written notice of any defective Product. Claims of defective Product which are or should have reasonably been disclosed by the inspection must be presented to CVH no later than seven (7) days after delivery of the Product to Buyer. Evidence of any such claims must be preserved and made available to CVH for inspection at any time of notice.
Buyer agrees to pay for any loss or extra cost incurred by CVH as a result of Buyer’s erroneous instructions or lack of instructions.
Default or Insolvency of Buyer
In the event of Buyer’s default under the terms of this Agreement or CVH’s reasonable concern for buyer’s ability to perform hereunder and after CVH’s request to Buyer for adequate assurances, CVH reserves the right, in its sole discretion and without any liability to Buyer, to do any one or more of the following: (a) to stop further shipments or sales of Product to Buyer until the default(s) is cured or adequate assurance of Buyer’s ability to perform is provided (b) to declare the entire contract wholly due and payable and enforce the rights thereunder to include without limitation to execute against any collateral pledged to CVH hereunder or (c) mitigate its damages by selling in whole or in part product held for Buyer hereunder.
Choice of Law, Jurisdiction, Legal Fees and Costs
In the event of any dispute arising hereunder, Washington law shall apply and the venue and jurisdiction for same shall be King County, Washington. The prevailing party to any such dispute shall be entitled to an award of its reasonable legal fees, court costs and expenses.
All agreements hereunder are severable, and in the event any of them shall be held to be invalid, this Agreement shall be interpreted as if such invalid agreement were not contained therein.
Entire Agreement; Modification of Terms
Buyer expressly assents to each and all of the terms and conditions set forth in this Agreement. No cancellation, addition to or modification of this Agreement shall be binding upon CVH unless specifically agreed to by CVH in writing. If any correspondence from Buyer contains terms or conditions contrary to or in addition to the terms and conditions contained in this Agreement, acceptance by CVH shall not be construed as assent to such contrary or additional terms and conditions or constitute a waiver by CVH of any of the terms and conditions contained in this Agreement.
In the event of any dispute with respect to the interpretation, enforcement or performance of this Agreement, the dispute shall be resolved by arbitration as provided by the Revised Code of Washington 7.04A. Venue of the arbitration shall be in King County, Washington.
Buyer shall not assign its rights or obligation under this Agreement without the prior written consent of CVH.
Currency of Payment
All amounts due on this Agreement are payable in US Dollars unless otherwise stated.
Neither Party shall be liable for any delay or failure to perform under the Agreement if such delay or failure is due to any contingency beyond its reasonable control, acts of God, war, explosion, fire, bad weather, flood, civil disturbances, strike, compliance with any applicable governmental regulation or order, or shortage or any inability to obtain (on commercially reasonable terms) a Product, raw material, equipment or transportation. The party experiencing any delay or failure in its performance resulting from the above causes shall give prompt written notice thereof to the other party. Shipments of any Product in transit to Buyer, however, must be accepted by Buyer.