Terms

Hop Purchase Agreement Terms and Conditions

Hop Purchase Agreement Monthly Payments Terms and Conditions

Three Ways to Brew 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 11 lb. box, 2 x 22 lb. box, 1 x 44 lb. box, 1 x 10 lb. box, 1 x 50 lb. box, or 1 x 200 lb. bale.

"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.

"Estate Grown," "Select Series," and "Essentials" will have the meanings given to them in the Supplemental Three Ways to Brew Terms and Conditions ("Supplemental Terms") available at https://www.crosbyhops.com/terms If there is any conflict between these Terms and the Supplemental Terms, these Terms will control and govern except with respect to the Sections titled (a) Sourcing, (b) Contract Flexibility, (c) Storage, and (d) Ready-for-Shipment Date Estimates; the Supplemental Terms will govern items (a)-(d).

"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.

2. 2. DELIVERY

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.

3. 3. SHIPMENT

Shipment is Click or tap here to enter text. . 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.

4. 4. AMOUNT DUE MAY FLUCTUATE; MONTHLY BILLING; PAYMENT

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 US dollars. Seller will charge a three percent fee for any credit card payment over $2,500.

5. 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.

6. 6. CREDIT

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.

7. 7. DEFAULT; REMEDIES

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:

1. i. cancel the Agreement and declare the unpaid contract price immediately due and payable, together with interest at the lesser of (a) Prime plus nine percent or (b) the maximum rate permitted by applicable law;
2. ii. cancel any other agreements with Buyer and declare the unpaid contract price immediately due and payable;
3. iii. reallocate undelivered hops to another buyer, in Seller's sole discretion;
4. iv. demand and receive immediate payment of liquidated damages equal to 25% of the unpaid contract price, representing Seller's damages, which Buyer acknowledges are difficult or impossible to determine and are reasonably estimated by the liquidated damages amount; and/or
5. v. exercise any other remedy provided by law.

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2. 8. INTEREST ON UNPAID AMOUNTS AT END OF CROP YEAR; STORAGE FEES

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 Contract Due Date. Storage charges will be billed monthly and will accrue each month or partial month hops remain stored in Seller's facilities. Storage charges for the current year are stated below; Seller may update its rates from time to time in its sole discretion. Seller-determined rates for future years will apply to those years.

9. 9. TAXES; DUTIES

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.

10. 10. TRADEMARK RIGHTS

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.

12. 12. WARRANTIES AND DISCLAIMERS

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.

Supplemental Three Ways to Brew Terms and Conditions

These Supplemental Three Ways to Brew Terms and Conditions ("Supplemental Terms") are incorporated by reference into the Hop Purchase Agreement Terms and Conditions (the "Terms") between you ("Buyer") and Crosby Hop Farm, LLC ("Seller") and describe the terms that apply to the different Purchase Tiers (defined below) available to Buyer. Capitalized but undefined terms in these Supplemental Terms will have the meaning given to them in the Terms.

Great beer starts with the right hops, and we’re making it easier than ever to find your perfect match. Three Ways to Brew is our tiered product offering, designed to give you the ideal balance of flexibility, quality, and value.

Choose the option that best fits your brewing needs:

The following chart summarizes the Three Ways to Brew Purchase Tiers available to Buyer, together with the benefits associated with each Purchase Tier:

1. 1. Definitions:

• "Purchase Tiers" mean, collectively, the Estate Grown, Select Series, and Essentials purchase options set forth below.

• "Estate Grown" is our premier Purchase Tier. It provides exclusive access to CGX™ and hops grown in Oregon by Crosby Hop Farm with maximum contract flexibility, free storage, priority processing, first dibs on new products and experimentals, and no leaf-selection minimum.

• "Select Series" also provides several perks, including access to CGX™, a curated selection of hops from our farm and grower network, a dedicated team member to discuss contract adjustments, lower leaf-selection minimums, and expedited processing times.

• "Essentials" lacks the perks of the other Purchase Tiers, while still providing dependable, high-quality hops at an accessible price point. A smart choice for brewers who need value without compromising character.

1. 2. Sourcing:

   1. Estate Grown: the applicable hops will be grown in Oregon by Seller.

   2. Select Series: the applicable hops will be from Seller and/or one of Seller's contracted hop suppliers.

   3. Essentials: the applicable hops may, but are not guaranteed to, be from Seller or one of its contracted hop suppliers. Notwithstanding anything to the contrary in the Terms, Seller may also supply the applicable hops from Crop Year(s) different than the Crop Year specified in the applicable Hop Purchase Agreement.

2. 3. CGX^® Availability:

   1. Estate Grown and Select Series: CGX^® products are available.

   2. Essentials: CGX™ products may not be available.

3. 4. Contract Flexibility:

   1. Estate Grown: Buyer may swap contracted volume dollar-for-dollar with (A) other hops grown by Crosby Hop Farm in Oregon and/or (B) hops in the Select Series or Essentials categories; provided that, if Buyer elects a swap, Seller may condition the swap on Buyer increasing the volume purchased under the applicable contract. Consistent with Section 11 below, Buyer will lose Estate Grown benefits if they swap volume for Select Series or Essentials hops. Swaps are further subject to the following schedule:

      1. 100% of volume can be swapped before February 15 of the Crop Year.

      2. 75% can be swapped before April 15 of the Crop Year.

      3. 50% can be swapped before June 15 of the Crop Year.

      4. 20% can be swapped before August 1 of the Crop Year.

   2. Select Series: upon request, Seller will make a dedicated member of its team available to Buyer to discuss and propose modifications to the applicable line item. Adjustments to the line item are not guaranteed.

   3. Essentials: the default Terms apply.

4. 5. Contract Minimums:

   1. Estate Grown and Select Series: Buyer can purchase the applicable hops without having to satisfy a minimum-order requirement.

   2. Essentials: Seller may impose a minimum-order requirement, such as 1,100lbs. per requested line item.

5. 6. Storage:

   1. Estate Grown: Buyer will not be charged for storage.

   2. Select Series and Essentials: the default Terms apply.

6. 7. First Access to Crosby Hop Farm Innovations:

   1. Estate Grown: Estate Grown buyers will receive periodic offers to receive priority access to certain Seller innovations, such as pre-release hop varieties and products. This priority-access period will be subject to a time limit; once the priority-access period ends, the applicable innovations will be made available to others. Please note that new products may be available in limited quantities and may sell out; Seller does not guarantee availability.

   2. Select Series and Essentials: the default Terms apply.

7. 8. Ready-for-Shipment Date Estimates:

   1. Estate Grown: Seller estimates that the applicable hops will be available for shipment on or before October 31 of the Crop Year.

   2. Select Series: Seller estimates that the applicable hops will be available for shipment on or before December 31 of the Crop Year.

   3. Essentials: Seller estimates that the applicable hops will be available for shipment on or before March 31 after the Crop Year.

   4. Notwithstanding the foregoing, Seller has less control over (i) imported hops and (ii) non-Seller-proprietary varieties and, as such, Seller makes no guarantees regarding availability dates for such hops. In addition, Buyer acknowledges that Southern-Hemisphere hops are on a different schedule and the timelines set forth above therefore do not apply to Southern-Hemisphere hops.

8. 9. Leaf-Selection Minimums:

   1. Estate Grown: Buyer may select its lots for the applicable hops without any minimum-volume requirements.

   2. Select Series: Buyer may select its lots if it purchases at least 1,100lbs. of the applicable hops in a Crop Year.

   3. Essentials: Buyer may select its lots if it purchases at least 4,400lbs. of the applicable hops in a Crop Year.

   4. Regardless of the Purchase Tier, lot selections are on a first-come, first-served basis and therefore subject to availability.

9. 10. Certifications:

   1. Estate Grown and Select Series hops may be available with one or more of the following certifications: Salmon Safe, GlobalG.A.P., Kosher, SQF.

   2. Essentials: the applicable hops may, but are not guaranteed to, have certain certifications.

10. 11. Applicable Terms. Each Crop Year, Buyer may select different Purchase Tiers for different hops. For the avoidance of doubt, the benefits provided under these Supplemental Terms apply only to the line item(s) that qualifies for such Purchase Tier(s) for a particular Crop Year, and only as long as such line item(s) continues to qualify for the applicable Purchase Tier. The additional benefits will no longer apply if, for example, Buyer fails to satisfy a minimum-quantity requirement. Once the additional benefits no longer apply, the default Terms will apply.
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12. 12. Availability. For the avoidance of doubt, nothing in these Supplemental Terms guarantees hop availability, hop quantities, or availability by a specific date, regardless of the Purchase Tier: crops, by their nature, are subject to market demand and the uncertainties of nature, and Section 11 of the Terms (Seller's Performance) will control and govern over any conflict with these Supplemental Terms. Any estimates provided under these Supplemental Terms are for convenience only and are not guarantees.
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14. 13. Default. The benefits provided under these Supplemental Terms are conditioned on Buyer satisfying the applicable criteria and otherwise being current on all of its obligations to Seller (whether arising under these Supplemental Terms or otherwise). If Buyer fails to satisfy the applicable criteria or breaches any of its agreements with or obligations owed to Seller, it will no longer be entitled to receive the benefits provided under these Supplemental Terms and the default Terms will apply.
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16. 14. Updates. Seller may update these Supplemental 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 Supplemental Terms are updated will be deemed your acceptance of such updated Supplemental Terms.