Terms & Conditions

Company will confirmation an Order verbally if placed via live phone conversation or written if placed via text, email, or web within one (1) business day. Customer may not make any changes to an Order after confirmation by Company without the express written consent of Company. Company's acceptance of an Order is conditional on Company's ability to obtain the necessary supply of Goods including as a result of Goods availability, minimum order quantities, lead times and delivery dates. Company will attempt to provide notice to Customer if it cannot fulfill the supply requested. Customer is responsible for ensuring all information submitted on an Order is accurate.

Customer may establish recurring or standing Orders for regular delivery of Goods ("Recurring Orders") based on Company's route delivery schedule. Recurring Orders will continue on the agreed delivery schedule until modified or canceled by Customer. Customer may cancel or modify a Recurring Order by providing written notice to Company no later than one (1) business day prior to the next scheduled delivery date, unless otherwise agreed by Company. Company reserves the right to modify delivery schedules, quantities, or pricing upon reasonable notice to Customer.

If Customer desires to cancel or modify an Order, Customer must provide notice to Company by 2pm the business day prior to the delivery date. Any changes to price for the Goods or Services as a result of any modification shall be incurred by Customer. Delivery dates may change due to any modification requested by Customer. Any damages incurred by Company as a result of Customer's modification or cancellation shall be paid by Customer.

Customers may return products that are unused, with undamaged and unopened packaging, up to 45 days after delivery date. Any returns beyond 45 days are at discretion of Company to accept or deny.

Company maintains minimum order quantities for route deliveries. Free weekly route delivery is available for Orders meeting a minimum quantity of three (3) cases of bag-in-box ("BIB") products or six (6) cases of ready-to-drink ("RTD") products. Orders below the minimum order quantity may be subject to an additional delivery fee of thirty dollars ($30.00) or such other amount as Company may designate from time to time.

All deliveries are made according to Company's scheduled delivery routes. Deliveries requested outside of the Company's scheduled route may be subject to an additional delivery fee of thirty dollars ($30.00) or such other amount as Company may designate from time to time. Customer shall provide accurate delivery instructions and ensure that delivery locations are safe, lawful, and reasonably accessible for delivery personnel and vehicles, with Company not responsible for delays or failed deliveries resulting from unsafe conditions, restricted access, or inaccurate delivery instructions. Customer shall promptly inspect all Goods and shall not accept any Goods that do not pass that inspection. At Customer's direction, the Company will either not charge Customer for, or will provide a credit to Customer for, any damaged Goods Customer receives from the Company.

Title to and risk of loss for the Goods sold by Company passes to Customer upon accepted delivery at the delivery locations.

Unless otherwise agreed between Company and Customer in writing, payment is due thirty (30) days from the date of the invoice. Any invoice remaining unpaid for more than thirty (30) days from due date shall accrue interest at a rate of the lesser of 1.5% per month (18% annually) or the highest rate allowed by law. Customer shall pay all costs of collection on past due accounts including attorneys' fees and Company shall have the right to seek damages. Should Customer fail to make timely payments to Company, Company may, at any time and in its sole discretion, suspend or cancel shipments under any accepted Order placed by Customer, decline to accept any further Orders, or cancel any placed or accepted Orders until payment in full has been received from the Customer. Company in its discretion may, from time to time, alter, suspend or revoke any credit terms extended to Customer for any reason, and thereafter require cash payment or additional security for all or any part of the purchase price of Goods.

Company may change payment terms, require prepayment, or suspend deliveries if Customer becomes past due on any invoice.

To secure the complete and timely payment and performance of all Customer's obligations under this Agreement, including the complete and timely payment for the Goods sold under this Agreement, Company hereby reserves, and Customer hereby grants Company a security interest in and to all Goods and proceeds thereof, including without limitation, insurance proceeds. Customer hereby authorizes Company to prepare, execute, issue, and file any appropriate UCC financing statements, amendments, and any other instruments or third-party notices that Company may reasonably require to perfect Company's security interest and shall perform all acts and deliver all instruments necessary to secure and protect Company's interest. Company shall have all the rights and remedies of a secured party under the Uniform Commercial Code, which remedies shall be cumulative and not exclusive.

Customer shall maintain accurate and current account information, including billing contact information and the email address designated for invoices and account communications, and to ensure that such email address is actively monitored. Customer shall promptly notify Company of any changes to ownership, management, authorized purchasing personnel, or accounts payable contacts, with Customer remaining responsible for all orders placed under its account unless and until Company receives written notice of such changes.

COMPANY IS NOT THE MANUFACTURER OF THE GOODS. EXCEPT FOR AS EXPRESSLY SET FORTH HEREIN ALL GOODS ORDERED PURSUANT TO THIS AGREEMENT ARE SOLD "AS IS" TO CUSTOMER BY COMPANY, AND COMPANY HAS NOT MADE, DOES NOT MAKE AND SHALL NOT BE DEEMED TO HAVE MADE 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, MERCHANTABILITY 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. COMPANY MAKES NO GUARANTEE AND DOES NOT WARRANT THE PERFORMANCE OF THE MANUFACTURERS; HOWEVER, COMPANY 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 CUSTOMER OR ANY THIRD PARTY OTHER THAN THE COMPANY. 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.

Customer acknowledges and accepts that Company is not the manufacturer of the Goods. Upon receipt of Customer's notice of the delivery of nonconforming Goods with all supporting written documentation as may be reasonably requested by Company, Company shall pass through any remedies made available directly from the manufacturer of the nonconforming Goods. Company will use its commercially reasonable best efforts to assist the Customer in pursuing such remedies.

To the extent permitted by law, Company shall not be liable to Customer or any third parties and Customer waives its right or claim against Company, 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 these Terms or any accepted Order, non-delivery of Goods, provision of any Goods, installation, maintenance, or servicing of dispensing equipment, or any third-party claim. To the extent any claim relates to the manufacture, design, or performance of the Goods, Customer agrees that such claim shall be made against the manufacturer of the Goods and not against Company.

IN NO EVENT SHALL COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR ANY ORDER EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO COMPANY FOR THE GOODS GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Customer agrees to defend, indemnify and hold harmless Company and all of its owners, affiliates and employees from and against all claims, liabilities, losses, and damages brought by Customer or any third party arising out of Customer's obligations under this Agreement or the business activities of Customer, including but not limited to claims of personal injury, property damage, business interruption, consequential damages and attorney's fees, whether such claims arise due to the Goods, Customer's use of such Goods in any manner or any use of the Customer's Goods by third parties, any infringement or misappropriation of intellectual property rights, Customer's marketing or sale of its finished products containing the Goods. Customer agrees that it shall fully hold harmless, defend and indemnify Company, including paying all of Company's reasonable attorney's fees, for any claims that may be brought against Company while Company is carrying out its obligations hereunder, except to the extent that Company has breached any of its material obligations defined herein.

Customer shall not disclose confidential or proprietary information relating to the subject matter of this agreement, including but not limited to the Goods, pricing, manufacturers and any other information shared in connection with the subject matter hereof. Customer shall not disclose to third parties or use any confidential or proprietary information of Company without the express written consent of Company.

Customer agrees that it shall not directly or indirectly contact, solicit, negotiate with, purchase from, or otherwise attempt to establish a direct or indirect business relationship with any manufacturer or supplier introduced to Customer by Company for the purpose of avoiding or circumventing Company's role as distributor. Customer further agrees not to take any action intended to bypass or interfere with Company's relationships with its manufacturers or suppliers in connection with the purchase or supply of the Goods.

Except for payment of monies due and owing, Company shall be excused for failure to perform under any Order where such failure results from circumstances beyond the Company's reasonable anticipation and control including, without limitation, manufacturer supply disruptions, commercial inability to obtain supply of materials, delays or failure of transportation, delays or failure in customs and/or failures and delays caused by other government or regulatory agencies, acts of God or acts of a local or federal government, and Company shall give written notice to Customer of any such occurrence.

Customer represents and warrants that it holds commercially reasonable insurance for all circumstances relevant to the Goods, including, but not limited to the use and delivery of the Goods. Company shall be subrogated to all of Customer's rights arising in the event of any payment or other satisfaction for damaged, lost, or destroyed Goods. Customer shall execute and deliver all instruments and take all other actions necessary to secure such rights.

Customer may not assign its rights and obligations under this Agreement. Company may assign this Agreement to any subsidiary or affiliate under common control, or to an acquirer or any party that succeeds to substantially all of a party's assets with prior written notice to the other party.

Company reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and in their sole discretion. Any changes or modifications will be effective to Orders thereafter received upon posting of the revisions on the site naturalwavebeverage.com, or providing written notice to Customer, and Customer waives any right it may have to receive specific notice of such changes or modifications. Customer's continued submission of Orders following the posting of changes or modifications will confirm Customer's acceptance of such changes or modifications.

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.

In the event of any conflict between these Terms and any Order, the terms of which are expressly rejected, and these Terms shall govern. Company hereby rejects any and all other terms including any terms and conditions of Customer contained on a purchase order submitted to Company.

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 Washington. The venue for any action hereunder shall be in the state of Washington, so long as Company's corporate offices are located there. The parties consent to the jurisdiction of the courts of the State of Washington, County of King. In any action, suit or proceeding to enforce these Terms, the Company 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.