RainForest Water | Sales Terms & Conditions
TERMS & CONDITIONS
The non-exclusive sale and distribution of the PRODUCT in the Territory by the BUYER, will be governed by the following terms and conditions.
RainForest Water (hereinafter “RAINFOREST WATER RFW S.A.”) is a Costa Rican based company, which main business is to bottle, sell and distribute natural, artesian water (the “PRODUCT”).
The PRODUCT is obtained from an artesian well located at Campos Lapa Verde, Sarapiquí, Costa Rica. The PRODUCT is from Costa Rica, U.S. compliant and NSF certified.
RAINFOREST WATER RFW S.A. bottling plant and its artesian wells at Campos Lapa Verde are FDA compliant and NSF certified.
More information about the PRODUCT and RAINFOREST WATER RFW S.A. can be found at www.rainforestwater.com.
Grant of Non – Exclusive Right to Sale the PRODUCT
1.1 Right to Sell the PRODUCT in the Territory. RAINFOREST WATER RFW S.A. does hereby grant to the BUYER a non-exclusive and non-assignable right to market and sell the PRODUCT using RAINFOREST WATER RFW S.A.´s registered trademarks, in the Territory. Such right will be valid as long as the BUYER has any PRODUCT available for sale in the Territory.
1.2 Business Operation. The BUYER warrants to RAINFOREST CO. that it will sell and distribute the PRODUCT in the Territory, in a manner consistent with the quality standards and the requirements of all applicable laws and regulations in the Territory. Furthermore, it warrants that it has the necessary infrastructure and can devote the human and technological resources necessary to distribute the PRODUCT in the Territory.
1.3 No Additional Right. The BUYER understands and agrees that by authorizing the sale of the PRODUCT in the Territory, RAINFOREST WATER RFW S.A. is not granting any other right or license, express or implicit, to the BUYER, including but not limited to any right or license to or related with the PRODUCT or any registered trademark, trade name, service mark or any similar mark or right derived from any of RAINFOREST WATER RFW S.A. names. The business relationship between the BUYER and RAINFOREST WATER RFW S.A., cannot be considered under any circumstance as an exclusive distribution agreement.
Supply of Product
2.1 Purchase Orders. All orders (hereinafter the “Purchase Orders”) shall be subject to the approval and acceptance in full or partially by RAINFOREST WATER RFW S.A. RAINFOREST WATER RFW S.A. shall give the BUYER written notice of either its acceptance or rejection of such Purchase Orders within three (3) business days of RAINFOREST WATER RFW S.A.’s receipt of such order.
2.2 Extend of Purchase Orders. To the extent that the terms of any Purchase Order or acceptance thereof, or any of the documents related to the purchase of the PRODUCT by the BUYER are inconsistent with the terms and conditions set forth herein, the latter will prevail.
2.3 Delivery of the PRODUCT to BUYER and Risk of Loss. RAINFOREST WATER RFW S.A. shall
deliver the PRODUCT related to the Purchase Orders accepted under and consistent with these terms and conditions, before or on the date specified in the Purchase Order or in RAINFOREST WATER RFW S.A.'s notice of acceptance (whichever is later). Such delivery shall be shipped FOB (“Free on Board”) or CIF (“Cost Inruance and Fleet”), as determined by the BUYER. [The title to the PRODUCT sold shall pass to the BUYER upon delivery of the PRODUCT to the carrier, or upon delivery of the PRODUCT directly to BUYER, depending on the incoterm selected by the BUYER, upon which the BUYER shall assume all risks of loss or damage]. Buyer is responsible for all export fees associated with exporting the PRODUCT to the TERRITORY.
2.4 Guaranty of the PRODUCT. RAINFOREST WATER RFW S.A. will guarantee the “Best by Date” of the PRODUCT to be a minimum of eight (8) months, starting on the date of pick up, or delivery of the PRODUCT by RAINFOREST WATER RFW S.A., depending on the incoterm selected by the BUYER. There is no expressed or implied guaranty beyond the eight (8) month shelf life.
2.5 Estimated Time for the Delivery of the PRODUCT.
2.5.1 Less than 20 Containers. Any Purchase Order of twenty (20) or less containers, will be delivered by RAINFOREST WATER RFW S.A. within thirty (30) calendar days from the date of payment of the PRODUCT by BUYER.
2.5.2 More than 20 Containers. Any Purchase Order of twenty (20) or more containers, will be delivered by RAINFOREST WATER RFW S.A. within thirty (30) calendar days from the date of payment of the PRODUCT by the BUYER.
Price & Payment
3.1 Prices of the Product, Invoices and Payments. The price that the BUYER shall pay for the PRODUCT
shall be the Price specified in each Purchase Order, or acceptance notice.
3.2 Minimum Amount of PRODUCT. The pricing of the PRODUCT is based on established single SKU pallet pricing; with a delivery minimum of twenty (20) pallets (one 40-foot container). No Purchase Orders will be accepted by RAINFOREST WATER RFW S.A. if such order does not fulfill the minimum amount required.
3.3 Price. The PRODUCT prices per pallet are FOB. The total quoted price is CIF (the “Price”).
3.4 No Grant of Credit. RAINFOREST WATER RFW S.A. is not required to grant credit to the BUYER.
3.5 Billing. RAINFOREST WATER RFW S.A. shall bill the BUYER against the Purchase Order, for an amount equivalent to the applicable Price (a), multiplied by (b) the quantity of PRODUCT delivered by RAINFOREST WATER S.A.
3.6 Method of Payment. Payments shall be made in U.S. dollars by means of wire transfer with immediately available funds, to the bank account of RAINFOREST WATER RFW S.A., or by means of an irrevocable letter of credit, issued by a first order bank, prior to the PRODUCT being shipped to the BUYER. RAINFOREST WATER RFW S.A. will not dispatch any orders, until RAINFOREST WATER RFW S.A. has been paid in full by the BUYER.
3.7 Payment of Fees. The BUYER shall pay all fees, taxes and contributions, including value-added tax, withholding taxes, tariffs and any outstanding taxes that may be levied on the PRODUCT, incurred in connection with the supply of the PRODUCT herein specified.
Obligations of the BUYER
4.1 Efforts. The BUYER shall use its best efforts to sell the PRODUCT within the Territory in a manner consistent with the general business practices.
4.2 Packaging. The BUYER shall distribute the PRODUCT in the original package supplied by RAINFOREST WATER S.A. The labels shall comply with the laws applicable in the Territory. It is prohibited in general to the BUYER to alter in any way, the package in which the PRODUCT is received. Consequently, without the prior authorization of RAINFOREST WATER RFW S.A., the BUYER cannot (a) remove or alter any patent
numbers, trade names, trademarks, notices, lot numbers, serial numbers, labels, tags or other identification marks, symbols or legends, adhered to the PRODUCT, or its container or package; or, (b) adhere any of the own trademarks, identification, marks, symbols or legends of the BUYER on the PRODUCT or its container or package; unless by law of the Territory, or by agreement of the parties, it is required to include some additional identification or legend or one that modifies the original package.
4.3 Advertisements Costs. The advertisement costs will be shared equally by RAINFOREST WATER RFW S.A. and BUYER only in those cases in which the expenses correspond to promotions or campaigns related exclusively to the PRODUCT; otherwise BUYER will assume the advertisement costs entirely. Notwithstanding the above, the BUYER acknowledges that RAINFOREST WATER RFW S.A. is the sole and exclusive owner of any intellectual property rights related to the PRODUCT, and that upon the termination of the business relationship between the BUYER and RAINFOREST WATER RFW S.A., the BUYER shall stop using any advertisement materials in connection with the PRODUCT.
4.4 Intellectual Property Rights to the PRODUCTS. The BUYER accepts and agrees that the intellectual property rights of the PRODUCT are owned and should be exclusively owned by RAINFOREST WATER RFW S.A. Neither the acceptance of this terms and conditions, nor the purchase of PRODUCT, shall grant to the BUYER any ownership right over the PRODUCT. The BUYER agrees to respect during the business relationship with RAINFOREST WATER RFW S.A. and beyond its termination, all the intellectual property associated to the PRODUCT and to RAINFOREST WATER RFW S.A.´s registered trademarks.
REPRESENTATIONS, WARRANTIES & LIMIT TO LIABILITY
5.1 Representations and Warranties of RAINFOREST WATER RFW S.A. RAINFOREST WATER RFW S.A. does hereby represent and warrant to the BUYER that: (a) the PRODUCT complies with all sanitary and quality standards required under the laws of the Republic of Costa Rica; (b) RAINFOREST WATER RFW S.A. is the sole and exclusive owner of the trademarks and any intellectual property rights associated to the PRODUCT. Therefore, RAINFOREST WATER RFW S.A. is fully entitled to authorize the BUYER to use its registered trademarks. RAINFOREST WATER S.A. makes no warranties, express or implied regarding the PRODUCT and no verbal or written statement made by or on behalf of RAINFOREST WATER RFW S.A. be understood in such way.
5.2 Representations and Warranties of the BUYER. The BUYER does hereby represent and warrant to RAINFOREST WATER RFW S.A. that (a) it shall comply in all material respects with any applicable law in the Territory on the marketing, sale, storage, shipment or handling of the PRODUCT, (b) it has and will keep all permits and authorizations required to distribute the PRODUCT in the Territory; (c) the PRODUCT shall bear at all time the labels required by RAINFOREST WATER RFW S.A.
5.3 RAINFOREST WATER RFW S.A.'s Indemnity. RAINFOREST WATER RFW S.A. shall be liable for and does hereby agree to hold the BUYER, harmless against all and any losses, claims, damages, liabilities, and reasonable costs and expenses, including reasonable legal fees (“Loss” or “Losses”), related directly or indirectly to the consumption of the PRODUCT, which arises out of or is related with any claim, action or procedure filed or taken against the BUYER by a third party, when such Loss is caused by such consumption of the PRODUCT, unless such liability arises out of the BUYER´s actions, in which case RAINFOREST WATER RFW S.A. shall not be liable.
5.4 BUYER's Indemnity. The BUYER shall be liable for and does hereby agree to indemnify RAINFOREST WATER S.A. and hold the company harmless against any Losses that may arise out of or in connection with (a) inappropriate distribution or/and sale of the PRODUCT in the Territory by the BUYER, or (b) a failure by the BUYER to comply with the terms set forth herein, or (c) any act performed or caused by the BUYER, directly or indirectly, which prevents or makes impossible in any way the exercise by RAINFOREST WATER RFW S.A. of the company´s rights or interests in RAINFOREST WATER RFW S.A.´s registered trademarks, or any other intellectual property right owned by RAINFOREST WATER RFW S.A. or (d) any act of negligence, failure to act or willful misconduct by the BUYER with regard to the compliance of the terms and conditions set forth herein.
5.5 Indemnity Procedures. The indemnity obligations of RAINFOREST WATER RFW S.A. in
connection with any possible claim, matter or event that may lead to a claim against RAINFOREST WATER RFW S.A. (“Claims”) are subject to the following conditions.
5.5.1 If the BUYER learns of any Claim, the BUYER shall make sure that this matter is immediately notified to
RAINFOREST WATER RFW S.A.
5.5.2 The BUYER shall not recognize any liability, agreement or settlement with any person without prior consultation to RAINFOREST WATER RFW S.A., and without the prior agreement of RAINFOREST WATER RFW S.A.
5.6 Duty to Mitigate. Each party shall take all reasonable actions to mitigate any damage, upon becoming aware of any event which might be reasonably expected to occur and shall be liable for its own negligence or willful misconduct.
Effectiveness of the Terms & Conditions
6.1 Effectiveness. The terms and conditions set forth herein will remain in full force and effect, as long as the BUYER continues purchasing the PRODUCT from RAINFOREST WATER RFW S.A. The application of these terms and conditions will be suspended after a term of [ninety (90)] calendar days has passed (hereinafter the “Suspension Date”), without the BUYER submitting a Purchase Order of PRODUCT to RAINFOREST WATER RFW S.A. Any new Purchase Orders will be subject to the acceptance by BUYER, of the applicable terms and conditions, at the time when the Purchase Order is submitted by BUYER.
6.2 Effects of the Suspension. Any rights and licenses granted RAINFOREST WATER RFW S.A. to the BUYER, as
a consequence of the business relation between both parties, shall be terminated immediately on the Suspension
6.2.3 No Use of Intellectual Property. The BUYER shall remove so soon as reasonably practicable from its advertising, websites and social media, all references to RAINFOREST WATER RFW S.A. and/or the PRODUCT.
6.2.4 Payment of Outstanding Accounts. The BUYER shall pay all outstanding accounts or any money owed to
7.1 Event of Force Majeure. Neither the BUYER, nor RAINFOREST WATER RFW S.A. shall be considered in default under this terms and conditions due to any delay in the compliance with or failure to comply with any of its obligations, if such delay or default is caused by an event of force majeure. If any party is affected by an event of force majeure, it shall give notice immediately to the other party about the nature and extent of such event of force majeure. If the party affected by an event of force majeure gives timely notice to the other party, the time
for compliance with the affected obligation shall be extended accordingly.
7.2 Governing Law and Jurisdiction. The purchase of the PRODUCT, as well as the business relationship between RAINFOREST WATER RFW S.A. and the BUYER, shall be governed by the laws of the Republic of Costa Rica. Both, the BUYER and RAINFOREST WATER RFW S.A. undertake to resolve all controversies, differences, disputes or claims that may arise out or in connection with the purchase of the PRODUCT, or the business involved or its subject matter, or its performance, default, liquidation, interpretation or validity, by means of arbitration pursuant to law, in accordance with the Law of Alternative Dispute Resolution and Promotion of
Social Peace, and the Regulations of the International Center for Conciliation and Arbitration of the Costa Rican - North American Chamber of Commerce (Spanish acrogens "CICA"), to which rules the parties submit themselves voluntarily and unconditionally. The dispute shall be resolved in accordance with the substantive law of Costa Rica. The arbitration venue shall be the International Center for Conciliation and Arbitration of the Costa Rican - North American Chamber of Commerce (Spanish acrogens "CICA") in San José, Republic of Costa Rica. The arbitration shall be conducted by an arbitration tribunal arbitral composed of three arbitrators. Each party shall designate one arbitrator and the third one shall be appointed by mutual agreement between the
arbitrators already appointed by each party, all in accordance with Articles twenty-eight and twenty-nine of said Arbitration Law. The arbitral award shall be issued in writing, being final and binding to the parties. It cannot be appealed, save by a motion for reversal or to declare nullity. Once the award has been issued and becomes final, it shall produce material res judicata effects and the parties shall enforce it without delay. The expenses related
to the arbitration and the professional fees of the arbitrators shall be covered by the parties equally in accordance with the progress of the proceedings, unless otherwise decided by the Tribunal. The professional fees of the respective advisers and attorneys at law shall be defrayed by each party, all without precluding the obligation to reimburse any expense that may be imposed upon the losing party in favor of the prevailing party. For this purpose, the award shall order the losing party to pay those expenses, including the professional fees of legal counsel.
7.3 Notices. All notices, requests, claims, demands and other between the BUYER and RAINFOREST WATER S.A., in connection with the distribution of the PRODUCT in the Territory, shall be made in writing and delivered or made (and shall be considered duly delivered or made, with receipt acknowledged) by means of
e-mail, to the following addresses: (a) if to BUYER: to e-mail address contained in the KYC form; (b) if to
RAINFOREST WATER RFW S.A.: to email@example.com.
7.4 No Waiver. The failure by RAINFOREST WATER RFW S.A.to enforce at any time during the terms and conditions set forth herein, shall not be construed as a waiver of such provisions or rights.
7.5 Independent Contractor. Both, the BUYER and RAINFOREST WATER RFW S.A. are independent contractors, and should not be considered an agent, an employee, a party to a joint venture or a partner of the other party. Each party shall maintain at all times total control over its personnel and operations. Neither party shall have or demonstrate that it has any power, right or authority to bind the other party to any obligation or responsibility or assume or create any obligation or responsibility on behalf of the other party.
7.6 Acceptance of Terms & Conditions. These terms and conditions will govern the business relationship between the BUYER and RAINFOREST WATER RFW S.A. in connection with the purchase and sale of the PRODUCT. The aforementioned terms and conditions shall supersede any prior discussions, or communications between BUYER and RAINFOREST WATER RFW S.A., regarding the subject matter. By signing this document, the BUYER acknowledges acceptance of these terms and conditions.
RAINFOREST WATER RFW S.A.
Campos Lapa Verde