European Union Terms

Hop Purchase Agreement Terms and Conditions

Hop Purchase Agreement Monthly Payments Terms and Conditions

Hop Purchase Agreement – Monthly Payments Terms and Conditions

The following terms and conditions ("Terms") are incorporated by reference into the Hop Purchase Agreement – Monthly Payments between you ("Buyer") and Crosby Hop Farm, LLC ("Seller"). Capitalized but undefined terms in these Terms will have the meaning given to them in the Agreement.

1. DEFINITIONS

"Carton": 4 x 5 kg. box or 2 x 10 kg. box or 1 x 20 kg. box. 

"Crop Year": The calendar year in which the crop was harvested.

"EXW": The commercial delivery term meaning that Seller will make hops available to Buyer at Seller's own place of business at the stated location. All transportation costs and risks are Buyer’s responsibility.

"Prime": The U.S. prime (or base) rate reported in the Money Rates column or section of The Wall Street Journal (rounded up to the nearest one-eighth of one percent). For any month, Prime will be determined based on the rate reported for the last day of the preceding month.

Seller will deliver hops and hop products (collectively, "hops") in single or multiple shipments as requested by Buyer, up to the contract total. Seller will use reasonable efforts to meet each delivery date requested by Buyer.

Seller can arrange refrigerated shipment on request, at Buyer's expense. Buyer bears risk of loss or damage in transit and is responsible for obtaining insurance on hops in transit. Seller can arrange insurance on request, at Buyer’s expense. If Buyer requests any samples, they will be provided in Seller's discretion and shipping will be at Buyer's risk and expense.

After Buyer purchases hops under the Agreement, Seller will provide to Buyer (either by email or through Buyer's account in Seller's Brewer Portal (https://portal.crosbyhops.com/account/login)) a summary of the amount Buyer will owe on a monthly basis over the next 12 months (or such other period as the parties may agree). The monthly payments may not be equal: the amount Buyer owes under the Agreement may fluctuate from time to time because of (for example) additional purchases and price fluctuations between Crop Years. The amounts invoiced will be adjusted accordingly. The most up-to-date information regarding amounts owed by Buyer can be found by logging in to Buyer's account in Seller's Brewer Portal. Those amounts, as they may be updated from time to time, are binding on Buyer and hereby incorporated by reference into the Agreement along with the terms and conditions of Seller's Brewer Portal; provided that if there is any conflict between the Agreement and the Brewer Portal terms and conditions, the Agreement will control and govern.

Buyer will be invoiced on a monthly basis. All invoices are due within 30 days of the date of the invoice. Seller will apply payments received to hops as they are called off and shipped; provided that (in addition to other remedies available to Seller) Seller may refuse to ship hops if payments received are not sufficient to pay for hops Buyer is requesting to be shipped. All amounts are stated and payable in Euros. 

5. SELLER’S OTHER FORMS OF HOP PURCHASE AGREEMENT

Seller created this monthly-payment agreement to provide payment terms preferred by many customers. If Buyer transitions from this monthly-payment agreement to another form of Seller's Hop Purchase Agreement, however, that other form of Hop Purchase Agreement will control and govern. This includes, without limitation, implementation the contract due date of such other agreement. Buyer agrees that Seller may apply payments received under this monthly-payment agreement to satisfy any outstanding payment obligations of Buyer (including without limitation the final-payment obligations) if Buyer transitions to another form of Seller's Hop Purchase Agreement.

If extended credit terms are provided, credit is conditioned on Buyer maintaining satisfactory credit standing. In the event of any adverse change in Buyer’s credit standing, any failure to make timely payments to Seller, or any default under the Agreement, Seller may cancel credit terms and require payment in cash in advance.

Buyer will be in default upon:

a. failure to make any payment when due;

b. failure to comply with any material term of the Agreement;

c. breach of any term or condition of a credit extension or promissory note, if any;

d. failure to accept delivery of any conforming shipment;

e. notice that Buyer intends to cancel the Agreement; or

f. failure to respond within 60 days to Seller's attempt to contact Buyer regarding performance of the Agreement.

If any default has occurred and continues uncured for seven days, Seller will have the right to:

Interest will accrue on all unpaid amounts after the Contract Due Date. Interest will accrue at the lesser of (a) Prime plus nine percent or (b) the maximum rate permitted by applicable law.

Buyer will pay for storage of undelivered hops after the Final Payment Deadline. Storage fees will commence on the day after the Final Payment Deadline. Storage charges will be billed monthly and will accrue each month or partial month hops remain stored in Seller's facilities. Storage charges will be €3.00 per month per carton. Upon the date of one year following the Final Payment Deadline, Crosby Hops BV has the right to ship remaining undelivered hops to Buyer and invoice Buyer accordingly. 

Prices do not include sales, use, value-added, or other taxes, import or export duties, tariffs, or other governmental charges relating to or otherwise affecting the production, shipment, or sale of hops, all of which are to be paid by Buyer.

Buyer acknowledges Seller's ownership of and the validity of the trademarks CROSBY, CROSBY HOPS, CROSBY HOP FARM, CGX, and any other Seller trademarks, brand names, or trade names (collectively "Trademarks"). Buyer will not apply for the registration of Trademarks in any state or country or otherwise take any action inconsistent with Seller's rights in the Trademarks. Buyer will not use Seller's Trademarks in any way (including in Buyer's promotional materials, product labeling, or letterhead), except to accurately name or identify the hops; any such use must identify the Trademarks as owned by Seller. Buyer will immediately notify Seller in writing of any potential infringement of Seller's Trademarks by other parties and will cooperate with Seller to protect Seller's Trademarks against infringement.

11. SELLER’S PERFORMANCE

Buyer acknowledges that the production of crops is subject to the uncertainties of nature, including but not limited to unpredictable variations in weather, temperature, moisture, pests, and disease. These variations to some extent are beyond the control of Seller and can adversely impact the quality and volume of the harvested crop. Recognizing this uncertainty, Seller reserves the right to pro-rate the contracted quantities of hops, on a percentage basis, to each of its customers in the event of a shortage of hops due to such uncertainties of nature. In such event, the total contract price and payment terms will be adjusted accordingly.

Buyer also acknowledges that factors outside of Seller's control, such as taxes, duties, and tariffs, may result in changes to the costs of hops production, shipments, and sales, that were not anticipated on the Agreement Effective Date. As a result, Buyer agrees that Seller may equitably adjust its prices to reflect increased costs not anticipated on the Agreement Effective Date.

Seller will not be liable for loss, damage, delay, or failure to perform if arising out of circumstances beyond Seller's control, including without limitation governmental acts, orders, rules or regulations, strikes, labor shortages, matters arising out of or incidental to war; embargo; transportation delays or difficulties; flood, fire, or acts of God; pandemic or epidemic; or any other causes of like or unlike nature. Shipments delayed due to such causes may at Seller’s option be made as soon as normal conditions permit. Delivery by Seller of five percent more or less than the quantity stated under the Agreement will constitute full performance.

Seller warrants the hops will conform to the description in the Agreement. SELLER MAKES NO WARRANTY RELATING TO TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS OF THE HOPS FOR ANY PARTICULAR PURPOSE OR THE BUYER'S ABILITY TO USE THE HOPS TO ACHIEVE ANY PARTICULAR RESULT. SELLER DISCLAIMS ANY LIABILITY AND BUYER ASSUMES ALL RISK RELATED TO THE USE OF THE HOPS. Buyer assumes all risks related to laws and governmental action which may now or might hereafter affect or restrict Buyer’s use of the hops.

Any claims by Buyer with respect to the hops it receives, or any part thereof, will be conclusively deemed to be waived unless received by Seller within 15 days after Buyer receives the applicable shipment. Each shipment is understood to be severable as to each unit of hops so that no claim that one or more units do not conform to the Agreement will permit Buyer to reject the entire shipment or terminate the Agreement. Further, Seller will be given a reasonable opportunity to cure any alleged nonconformity through provision of replacement hops or a refund of, or credit for, the purchase price. In any event, no hops may be returned to Seller without Seller’s prior consent. BUYER’S EXCLUSIVE REMEDY FOR DEFECTIVE OR NONCONFORMING HOPS IS EITHER (AT SELLER'S OPTION): (A) REPLACEMENT OF HOPS CLAIMED TO BE DEFECTIVE OR (B) A REFUND OF OR CREDIT FOR THE PURCHASE PRICE WITHIN 90 DAYS OF BUYER'S TIMELY CLAIM.

IN NO EVENT WILL SELLER BE LIABLE FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, FOR LOST PROFITS, OR FOR ANY OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, HOWEVER CAUSED. REGARDLESS OF THE THEORY OF LIABILITY, SELLER'S LIABILITY WILL NOT EXCEED THE AMOUNTS PAID BY BUYER TO SELLER IN THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

14. ASSIGNMENT; OTHER

The Agreement may not be assigned by Buyer without written approval from Seller. No amendments or modifications to the Agreement will be effective unless they are in a written document signed by both parties. The Agreement will be governed, interpreted, and enforced under the laws of the State of Oregon, USA, without giving effect to the principles of conflicts of law of such state. The UN Convention on Contracts for the International Sale of Goods will not apply to the Agreement. In any suit or action arising out of the Agreement the prevailing party will be entitled to recover reasonable attorney fees. The official language of the Agreement is English. Seller may update these Terms from time to time in its sole and absolute discretion. Your purchase of additional hops, or acceptance of hops from existing agreements, after the Terms are updated will be deemed your acceptance of such updated Terms. If there is a conflict between the Hop Purchase Agreement and the Terms, the Terms will control and govern. DIFFERENT OR ADDITIONAL PROVISIONS OF ANY PURCHASE ORDER OR SIMILAR DOCUMENT SUBMITTED BY BUYER ARE OBJECTED TO AND ARE NOT BINDING ON SELLER.