Terms and Conditions of Sale
By executing this Purchase Agreement, Customer hereby agrees to be bound by the Bellwether Terms and Conditions, which, together with this Purchase Agreement constitute a binding contract by and between Bellwether Coffee Co. (“Bellwether”) and Customer (collectively, the “Agreement”).
Bellwether Roasters are made to order. The reservation fee is non-refundable and fully paid orders are non-cancelable.
AGREEMENT. All sales by Bellwether Coffee Co. (“Bellwether”) of Bellwether coffee roaster, including proprietary software incorporated therein
(collectively, the “Equipment”) to the purchaser, and when applicable the lessor of the Equipment (collectively, the “Customer”) are sold only on these terms and conditions of sale (“Terms”). Bellwether’s obligation to sell the Equipment to Customer is expressly made conditional on Customer’s acceptance of these Terms, unless otherwise specifically agreed to by Bellwether in a signed writing. These Terms supersede any preprinted terms and conditions or any other agreement between the parties relating to the purchase, order, or reservation of the Equipment. For purposes of this Agreement, “you” and “your” mean the Customer identified above, and “we”, “us,” and “our” refer to Bellwether.
LIMITATION OF LIABILITY. LIMITATION OF LIABILITY: EXCEPT TO THE EXTENT PROHIBITED BY LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, CONTINGENT, STATUTORY, OR OTHER SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR LOSS OF DATA) RELATED TO THE AGREEMENT OR THE USE OF (OR INABILITY TO USE) THE EQUIPMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR LIABILITY FOR DAMAGES ON ACCOUNT OF A CLAIMED DEFECT IN ANY PRODUCT DELIVERED BY US SHALL NOT EXCEED THE TOTAL RENT PAID BY YOU UNDER THIS AGREEMENT. We shall not be liable for damages relating to any instrument, equipment, or apparatus used in connection with the Equipment. We shall not be responsible for any injuries or losses to you or any other person or property caused by the installation, operation, maintenance, or use of the Equipment. We shall not be liable for delays in delivery or installation due to causes beyond our control and without our fault or negligence. Examples include government action or failure of the government to act, strike or other labor trouble, fire, or unusually severe weather.
USE OF EQUIPMENT. Customer shall use the Equipment in strict accordance with all applicable local, state and federal laws, regulations and guidelines. Customer shall comply with the instructions, safety precautions, limitations, or other requirements related to the use of the Equipment (the “Operating Instructions”). Customer shall permit us, after reasonable notice is given by Bellwether, to inspect the Equipment to evaluate compliance with this Agreement or for any other reasonable purpose. In the event the Equipment is damaged, appears unsafe, or needs repair, customer shall immediately notify Bellwether. Customer shall not permit the Equipment to be repaired by anyone other than Bellwether or our authorized service provider. Customer shall reasonably cooperate when repairs are being made. Unauthorized repairs are not permitted. Failure to follow these guidelines will result in a loss of warranty.
INDEMNIFICATION. You shall indemnify us—including our directors, officers, managers, agents, employees, contractors, and any of their respective successors and assigns—against any loss, expense, damage, or liability as incurred arising out of any claim, suit, or judgment brought by any person for loss, expense, or damage due, but not limited, to bodily injury, including death, or property damage sustained by such person, or any violation of law, which arises out of the acts, omissions, use, maintenance, or storage of the Equipment by you or your officers, agents, employees, invitees, permittees, contractors, or subcontractors at any time after the Delivery Date. This indemnity shall continue even after the termination of this Agreement.
PACKAGING AND LABELING. Customer will not modify, alter, add to or authorize any third party to modify, alter or add to, any labeling of the Equipment without prior written consent from Bellwether.
DELIVERY. Customer is responsible for meeting all site requirements for roaster delivery & installation and is responsible for all costs associated with site updates. Delivery dates are estimates; Bellwether will use commercially reasonable efforts to meet desired delivery dates but will not be liable to Customer in any way for any late shipment. The Equipment will be delivered to Customer’s facilities or designated address. Customer will pay for all taxes, import and export license and permits, pay customs charges and duty fees and take other actions required, at Customer’s expense, to accomplish the export and import of the Equipment purchased by Customer. Bellwether reserves the right to ship items in a single or in multiple shipments.
ACCEPTANCE. Customer shall be deemed to have accepted the Equipment upon receipt, subject to the limited warranty.
PAYMENT TERMS. Customer will either (i) submit payment of the full invoice price when due under each purchase order; or (ii) pay an initial deposit, with full payment due upon shipping or delivery; or (iii), with terms and conditions that are acceptable to Bellwether in its sole discretion. Bellwether may cancel any unfilled shipment, or a new shipment, upon Customer’s failure to make any payment when due. Overdue payments shall be subject to finance charges computed at a periodic rate 1.5% per month or the maximum rate permitted under applicable law. In no event shall Customer set off any payment due in connection with this transaction or any claim or an amount owed by Bellwether to Customer in connection with this, or any other, transaction. In the event Customer defaults in its obligations hereunder, Customer shall be liable for Bellwether’s costs of collection, including reasonable attorneys’ fees. Bellwether retains a first priority security interest in the Equipment sold until Bellwether receives payment in full for the Equipment, and Bellwether has the right to file a copy of the applicable invoice with appropriate authorities at any time in order to perfect such security interest. You agree to pay when due—and indemnify us should you fail to pay for—any taxes, duties, customs, fees, fines, assessments, and penalties relating to this Agreement or the Equipment.
PROPRIETARY INFORMATION. The information and material contained herein is submitted in confidence and with the condition that it will not be copied or otherwise reproduced by Customer and will not be used or disclosed to any third party by Customer except as authorized in writing by Bellwether. Bellwether may use any proprietary or confidential information that Bellwether collects from you to create aggregate data that does not identify any specific individual or entity.
COMPLIANCE WITH LAWS. Customer will comply with all export laws and regulations of the United States, including the regulations of the U.S. Department of Commerce, and any applicable laws and will not import, export or re-export or authorize a third party to import, export or re-export any Equipment, technical data or other items in violation of applicable law.
RETURNS. Returns of Equipment shall not be permitted unless otherwise expressly agreed in writing by Bellwether. Unless otherwise agreed by the parties in writing, when returning any Equipment to Bellwether after shipment Customer shall (a) comply with Bellwether’s then-current Equipment return authorization procedure and (b) pay all shipping, handling, and restocking costs for Equipment returned to Bellwether.
CHANGES. Bellwether reserves the right at any time, without notice, to make changes in design or additions to, or improvements in, its Equipment without liability or obligations to install such change, addition, or improvement in any Equipment manufactured prior thereto. Bellwether reserves the right to discontinue or withdraw any Equipment without notice.
SOFTWARE/FIRMWARE. All software, including our proprietary software, or firmware contained in the Equipment is licensed, and not sold, pursuant to the software license set forth here. To the extent that the Equipment contains any software or firmware not governed by a separate software license agreed to by the parties in writing, we hereby grant you a nonexclusive, nontransferable, non-sublicensable right and license to use, perform, and display such software or firmware solely in executable code form. You shall not (a) reproduce any such software or firmware; (b) decompile, alter, disassemble, reverse-engineer, or otherwise attempt to derive the source code of any such software or firmware; (c) distribute, sell or resell, assign, pledge, sublicense, lease, loan, rent, timeshare, or otherwise transfer such software or firmware; or (d) remove from such software or firmware or alter any of the trademarks, trade names, logos, patent, or copyright notices or markings.
GOVERNING LAW. These Terms will be governed by the laws of the State of California, without regard to any conflicts of law principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms.
ARBITRATION. Any dispute between the parties arising out of or in connection with these Terms shall be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in San Francisco, California, by one arbitrator appointed in accordance with said rules. However, Bellwether may seek injunctive relief in any court with jurisdiction.
GENERAL. No waiver of rights under these Terms by either party shall constitute a subsequent waiver of this or any other right under these Terms. Neither these Terms nor any rights hereunder shall be assigned or otherwise transferred by Customer (by operation of law or otherwise) without the prior written consent of Bellwether and any unauthorized transfer or assignment shall be void. Notwithstanding the foregoing, Customer, as the lessor of the Equipment, may transfer these Terms to the lessee of the Equipment, subject to the terms of their financing agreement. If any of the terms and conditions set forth herein is held to be illegal by any court of competent jurisdiction, all remaining terms set forth herein shall remain in full force and effect. These Terms, together with any terms included on Bellwether’s invoices and purchase orders for the Equipment, constitute the entire agreement regarding the subject matter hereof and supersede all prior or contemporaneous understandings, written or oral, including without limitation the any reservation form. Any terms or conditions contained in any purchase order that are inconsistent with, or additions to, these Terms shall be without legal effect and are hereby expressly rejected, irrespective of whether Bellwether accepts such purchase order.
Warranty
Shop Roaster Limited Standard Warranty
Bellwether warrants exclusively to the Customer that the Equipment is free from defects in design, material and workmanship. This warranty shall expire on the earlier of (x) twelve (12) months from the date of purchase of the Equipment or (y) 1,500 roast cycles (the “Warranty Period”). During the Warranty Period, Bellwether will pay for all parts, labor, and standard shipping of parts for issues deemed by Bellwether to be due to a defect in design, material, or workmanship. Warranty coverage does not include consumables or parts that are subject to normal wear and tear, as determined by Bellwether, or shipping of these consumables and parts. These consumables and parts include, but are not limited to, filters, pre-filters, chaff can gaskets, buckets, hoppers, and bean probes. Warranty coverage does not include labor, parts, or shipping of parts associated with Preventative Maintenance, outlined in the “Operating Instructions”. This warranty will not apply if the Equipment (a) is not used in accordance with the “Operating Instructions,”; (b) has been repaired or altered by anyone other than us or an authorized service provider; or (c) has been subject to abuse, misuse, negligence, improper maintenance, or accident. In all cases, we have sole responsibility and discretion for determining the cause and nature of any Equipment defect, and our determination shall be final. The exclusive remedy for any breach of the foregoing warranty shall be, at Bellwether’s sole option, the repair of the Equipment (using its commercially reasonable efforts to do so promptly), the replacement of the Equipment with Equipment of the same type, or (again at Bellwether’s sole option) the refund of all or part of the purchase price for such Equipment. Bellwether reserves the right to require an upgrade of software at any time. Bellwether reserves the right to require an upgrade of any selected electronic components (computers, printed circuit boards, cabling, displays) at customer cost after five years from the purchase date. We reserve the right to stop supporting any software or electronic hardware at this time. In the event your electronic hardware is not able to be upgraded, we will offer a discount on an upgraded roaster. No agent, representative or employee of Bellwether has any authority to make any representations or warranties other than those set forth in this Section. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, THE EXPRESS WARRANTIES IN THIS SECTION ARE MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. BELLWETHER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
Shop Roaster Extended Limited Hotpath Warranty
Hot path items are primarily cast stainless steel components. Subject to the exclusions and limitations described in the Limited Base Warranty, the Extended Limited Hotpath Warranty covers the repair or replacement necessary to correct defects in the materials or workmanship of the Hotpath parts listed herein (bearing hub, transition duct, separator, catalyst, blower housing, impeller, bypass body) that occur under normal use, for a period of 5 years or 7,500 roasts cycles, whichever comes first.
Continuous Roasting System Limited Standard Warranty
Bellwether warrants exclusively to the Customer that the Equipment is free from defects in design, material and workmanship. This warranty shall expire twelve (12) months from the date of purchase of the Equipment (the “Warranty Period”). During the Warranty Period, Bellwether will pay for all parts, labor, and standard shipping of parts for issues deemed by Bellwether to be due to a defect in design, material, or workmanship. This warranty will not apply if the Equipment (a) is not used in accordance with the “Operating Instructions,”; (b) has been repaired or altered by anyone other than us or an authorized service provider; or (c) has been subject to abuse, misuse, negligence, improper maintenance, or accident. In all cases, we have sole responsibility and discretion for determining the cause and nature of any Equipment defect, and our determination shall be final. The exclusive remedy for any breach of the foregoing warranty shall be, at Bellwether’s sole option, the repair of the Equipment (using its commercially reasonable efforts to do so promptly), the replacement of the Equipment with Equipment of the same type, or (again at Bellwether’s sole option) the refund of all or part of the purchase price for such Equipment. No agent, representative or employee of Bellwether has any authority to make any representations or warranties other than those set forth in this Section. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, THE EXPRESS WARRANTIES IN THIS SECTION ARE MADE IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. BELLWETHER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON- INFRINGEMENT OF THIRD-PARTY RIGHTS