Terms and Conditions of Sale

1. PARTIES

• Those Coffee People S.A.S., a Colombian Company, duly incorporated and identified with tax id number 901.181.683, with registered office at Medellin, Colombia, that will be referred to herein as the “Supplier”, “The Company” or Those Coffee People.

and

• The “Purchaser” who is named in the specific governing purchase order. 

Supplier and Purchaser may each be referred to herein as a “Party” and together as the “Parties”

2. DEFINITIONS

In this Agreement the following words shall have the following meanings:

• “Acceptance” means acceptance of the Deliverable by Purchaser. 
• “Agreement” means these terms and conditions that will govern all Purchase Orders that will be solicited by the Purchaser. 
• “Applicable Laws” means all laws, legislation, regulation, codes of practice, or requirements of any relevant government or governmental agency, applicable to Purchaser.
• “Force Majeure” is any event which is beyond either party’s control, this shall include, however is not limited to; acts of God, flood, drought, earthquake, war, civil commotion, terrorist attack, imposition of a sanction, embargo or breaking off a diplomatic relation. This shall exclude strikes or any other forms of industrial action by personnel, agents, or sub-contractors of that party.
• “Good Industry Practice” means the exercise of reasonable skill, care, prudence, efficiency, foresight and timeliness which would reasonably be expected from a person properly skilled and experienced in providing products and/or services similar to the Services.
• “Purchase Order” means an order in respect of the Goods issued by the Supplier which shall include requirements for the Goods together with all documents referred to in it.

3. INCORPORATION OF TERMS AND ORDER OF PRECEDENCE

1. 1. These terms and conditions are incorporated into and shall govern the Purchase Order conduct by the Parties shall be deemed to constitute acceptance of other terms and conditions.

4. WARRANTY

1. 1. Each Party warrants and represents that it has the power and authority to enter into this Agreement. 

4 A. The Supplier warrants and represents that:

1. 1. 1. it is not (at the time of entering into this Agreement) currently involved in any litigation, process, contract or investigation that could materially impact on the ability of the Supplier to perform its obligations;
      2. ensures on time and quality delivery of products ordered in accordance with the INCOTERM agreed in the purchase order. (2020 INCOTERMS version)
      3. it will provide reasonable customer support and problem solving. 
      4. all the requirements that Purchaser will need for the country’s importing laws will be fulfilled as solicited or agreed

4 B. The Purchaser warrants and represents that:

1. 1. 1. 1. it has obtained and shall obtain all permissions, licences, authorizations and consents necessary for the Supplier to supply Deliverables in accordance with the Purchase Order.
         2. will pay all required fees in the required time.
         3. will comply with Applicable Law for importation of goods is required.
         4. will give supplier all the information and specifications required for the importation of the goods, or will put in touch with their importer to avoid any doubt. 

4 C. In the event of a breach of  Warranty caused by the fault of the Purchaser, the Purchaser shall pay all reasonable costs and expenses relating to: 

1. 1. Goods supplied by the Supplier and additional ones required to remedy the breach of warranty;
   2. the operation and maintaining of the additional deliverables; and 
   3. obtaining Services from a third party. 

5. GOODS 

1. 1. Supplier will provide the goods to the Purchaser as outlined in the Purchase Order.

6. DELIVERY

1. 1. According to the Purchase Order, Delivery obligations, responsibilities, and costs will be in charge of the party depending on the Incoterm used.

7. RISK AND TITLE

1. 1. The title shall pass together with the risk as specified by the Incoterms stipulated in the Purchase Order.

8. PRICE AND PAYMENT

1. 1. Purchaser will pay the agreed charges as per the Purchase Order and taxes that may apply.
   2. Purchaser will make a down payment in order to initiate the Purchase Order. The amount will be agreed between the parties based on processing requirements of the coffee selection. If the Prepayment is not made, this agreement will be ended between the parties and their will be no liability for the Supplier.
   3. Once the invoices are submitted, payments will be made ten (10) days after receiving it, or at the due date specified. 
   4. If payments are not remitted on time, late fees and storage fees will apply. If after 6 months the situation is not remedied by the Purchaser, the Supplier reserves the right to liquidate their merchandise in order to pay for the outstanding amount owed. 

9. ACCEPTANCE OF DELIVERABLE 

1. 1. Once the goods are delivered, according to INCOTERM, the Supplier will understand that the merchandise is accepted.

10. ANTI-BRIBERY AND CORRUPTION

1. 1. Each Party, including its employees, agents, consultants, contractors and subcontractors, shall:
      1. act in accordance with all Applicable Laws relating to bribery and corruption;
      2. not do or omit to do anything likely to cause the other Party to be in breach of  Applicable Law; 
      3. not give, promise, receive or request any bribes (financial or other advantage), including but not limited to in relation to any public official; 
      4. maintain an effective anti-bribery (including gift and hospitality) compliance programme, designed to ensure compliance with Applicable Law including the monitoring of compliance and detection of violations; and
      5. reasonably assist the other Party, to comply with obligations related to bribery and corruption required by Applicable Law. Any related costs shall be borne by the Party requesting assistance.
   2. The Party shall promptly notify the other Party of any allegation of fraud, bribery or corrupt practices made against the other Party in court, arbitration or administrative proceedings, or if any investigation is commenced in respect of such allegations; at any time during the term of this Agreement.
   3. Each Party hereby indemnifies the other Party and its directors, officers, employees, agents and affiliates against all losses which they may suffer as a result of a breach or deemed breach of this clause by the Party granting the indemnity.

11. HEALTH AND SAFETY 

1. 1. The Supplier shall procure that all of its employees comply with the provisions of any applicable laws and regulations, including health and safety legislation. 

12. FORCE MAJEURE

1. 1. Neither Party shall be liable for failure to perform its obligations under this Agreement, if such failure results from circumstances of Force Majeure Event beyond that party’s reasonable control. For the avoidance of doubt, the occurrence of a Force Majeure Event shall not preclude the Purchaser’s obligation to pay any Charges which are due and payable under this Agreement.
   2. Each Party shall use all reasonable endeavours to limit the effects of any Force Majeure Event.
   3. Each Party agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure, such notice to contain details of the circumstances giving rise to the Event of Force Majeure.

13. GENERAL

1. 1. Neither party shall be bound by any variation, waiver of or addition to these terms conditions unless agreed in writing and signed by a duly authorized Representative of both parties.
   2. These terms and conditions shall have precedence over any conditions appearing on any quotation, acceptance form, delivery form, invoice or other document or letter emanating from the Supplier and such conditions shall have no effect unless they are expressly accepted by the Parties  in writing.

14. GOVERNING LAW – ARBITRATION CLAUSE

1. 1. This Agreement shall be governed by Colombian law. All disputes arising out of or in connection with the present contract shall be finally settled under the Rules of Arbitration of International Chamber of Commerce, by one or more arbitrators appointed in accordance with the said Rules.

Activities, Origin Trips, and Farm Visits

By participating in all activities as hosted by Those Coffee People SAS (further known as The Company) it is acknowledged that participants are participating voluntarily and that they accept any and all risks associated with The Activity planned. They agree to hold The Company harmless from any and all claims, loss or damage to personal property, liabilities and costs, as a result of my participation in this Activity, including travel to and from the Activity (including air travel) or any events incidental to this Activity. 

The Activity may include performing physical activity (walking, hiking) around coffee crops, heavy machinery, and wild animals. By participating in The Activity they are accepting normal risks of travel by car as well as other normal risks excepted while traveling. They attest that they will be diligent in preserving the safety of themselves and those around them by not walking on the street with valuables, which may present a risk of theft and always wearing their seat belt while traveling by car.

Although there are medical facilities across Colombia that offer services for fair prices, The Company does not include any services of insurance so it is recommended that all participants have their own travel and international medical insurance. 

By participating in The Activity they agree to the terms and conditions outlined. They understand the reasonable risks of participating in this activity, including releasing The Company, managers, independent contractors, and associates from all liability, waiving my right to sue The Company, and assuming all risks of participating in this Activity.