Wholesale Agreement
This Wholesale Customer Agreement (“Agreement”) is entered into by and between you (“Wholesale Buyer” or “you”) and Back Of The Yards Coffee, an Illinois corporation with a principal place of business at 1621 W 47th St, Chicago, IL 60609 (“Company,” “we,” or “us”). By checking the “I Agree” box on our wholesale application form, you acknowledge that you have read, understood, and agree to be bound by the following terms and conditions:
1. Definitions
“Products”: Any coffee beans, equipment, merchandise, or accessories offered by the Company for wholesale sale.
“Order”: A purchase request submitted by you and accepted by the Company pursuant to this Agreement.
“Minimum Order”: The minimum dollar amount or quantity threshold required to qualify for wholesale pricing, as specified on our website or in our current wholesale price list.
2. Eligibility & Approval
You represent that you are a valid business entity (e.g., café, retailer, distributor) authorized to purchase Products for resale.
Submission of an Order does not guarantee acceptance. We reserve sole discretion to approve or decline any wholesale application or Order, for any lawful reason.
3. Prices & Payment Terms
Wholesale Pricing: All prices are as published on our current wholesale price list at the time of Order acceptance.
Payment: Payment is due immediately from invoice date, unless otherwise agreed in writing. Late payments incur interest at 1.5% per month (18% APR) or the maximum permitted by law, whichever is lower.
Taxes: You are responsible for all sales, use, excise, import/export, and other taxes, duties, or assessments (except our U.S. federal income taxes) associated with the sale and shipment of Products.
4. Orders & Cancellations
Order Placement: Orders must be placed via our wholesale portal or by purchase order referencing this Agreement.
Order Acceptance: We will confirm acceptance of your Order by sending an invoice or shipment confirmation.
Cancellations: Orders may be canceled or modified only with our prior written consent. If we agree to a cancellation after production or fulfillment has begun, you may be responsible for any costs incurred.
5. Shipping & Delivery
Shipping Charges: Unless otherwise agreed, you will pay all freight, insurance, handling, and related charges.
Delivery Estimates: Estimated delivery dates are provided in good faith but are not guaranteed. We are not liable for carrier delays or force majeure events.
6. Inspection & Returns
Inspection: You must inspect Products promptly upon receipt.
Claims: To be eligible for credit, claim for shortages, defects, or damage must be made in writing within 5 business days of delivery.
Returns: Returns are accepted only with our prior written authorization. We may refuse unauthorized returns. Returned Products must be in original, resalable condition; restocking fees may apply.
7. Warranty Disclaimer
Limited Warranty: We warrant that Products will conform to published specifications at time of shipment. This warranty extends only to the original purchaser and is void if Products are misused, altered, or stored improperly.
Exclusive Remedy: Our sole liability under this warranty is, at our option, replacement or refund of the purchase price of non‑conforming Products.
Disclaimer: EXCEPT AS EXPRESSLY STATED ABOVE, PRODUCTS ARE PROVIDED “AS IS,” AND WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. Confidentiality
You agree to keep confidential any non‑public pricing, marketing, or operational information disclosed by us in connection with your wholesale account.
9. Limitation of Liability
NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS). OUR AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY YOU FOR THE APPLICABLE ORDER.
10. Termination
Either party may terminate this Agreement upon 30 days’ written notice. We may suspend or terminate your wholesale privileges immediately if you breach any term of this Agreement or become insolvent.
11. Governing Law & Dispute Resolution
This Agreement is governed by the laws of the State of Illinois, without regard to conflict‑of‑law principles. Any dispute arising under this Agreement will be resolved by binding arbitration in Cook County, Illinois, under the rules of the American Arbitration Association.
12. Amendments
We reserve the right to modify this Agreement at any time. Revised terms will be effective upon posting to our website or notification to you. Continued purchases after such notification constitute acceptance of the new terms.
By checking “I Agree,” you confirm that you have the authority to bind your business to this Agreement and accept all of the foregoing terms and conditions.