JOIN THE TRIBE AS A WHOLESALER!

Terms and Conditions for Wholesale and Corporate Accounts

Unless the Parties expressly agree otherwise in a signed writing, the following Terms and conditions will govern any and all purchase orders submitted and invoices exchanged between the Parties. The Parties agree that the use of a purchase order to place orders for Products or services (collectively, “Products”) shall be construed to supplement the terms of these Terms and Conditions only to the extent that the additional terms are not inconsistent with these Terms and Conditions. These Terms and Conditions will be incorporated into all purchase orders and invoices between the parties, regardless of whether specific reference to these Terms and Conditions is made therein. As used herein, “Botanical Brewing Company” refers to Botanical Brewing Company, Inc. and its affiliates, subsidiaries, and parents, “you” refers to the customer ordering and/or receiving the Products, and the “Parties” refers, collectively, to Botanical Brewing Company and to you, as a customer of Botanical Brewing Company.

1. PURCHASE ORDERS & PAYMENT

^{1.1. Purchase Orders and Cancellations}. Your receipt of an electronic or other form of order confirmation constitutes your request for Products. It does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We may require additional verifications or information. If you need to cancel an order following submission, please contact us immediately; Orders for which we have already commenced work to complete or fulfill are not cancellable. We reserve the right at any time after receipt of your order to accept or decline your order for any reason, or to cancel an order that has already been accepted. Other than as set out in these Terms and Conditions, we shall not be responsible for any loss or damage of any kind, which you might suffer by reason of us declining to accept or for canceling your order. Any changes to or cancellation of an order can only be made with Botanical Brewing Co’s prior written approval and additional charges may apply. Any agreement by Botanical Brewing Co to accommodate a cancellation request will be conditioned upon payment of any and all costs, charges and expenses already incurred by Botanical Brewing Co to that point, and you agree that such amounts may be deducted from any payments previously made to Botanical Brewing Co. Accordingly, we encourage you to carefully check your order before submitting it.

^{1.2. Payment}. You must pay in full by debit card, credit card, or corporate check in advance when you submit an order through our website, email, fax, or telephone. Payment will be collected at the time of placing the order. You authorize Botanical Brewing Co to charge your credit card on file with us for your orders and any additional charges that accrue. Unless agreed otherwise in writing by us, full payment must be received in advance before any Products are prepared or dispatched. If any payment is subsequently withdrawn, disputed, charged back or reversed in any way, you will have to pay the full amount of the sale, plus an administration fee and any additional fees incurred by Botanical Brewing Co. If you are placing an order through a company, we may agree to credit terms via a separate written agreement. Please contact us to make arrangements. All sales are final and no refunds or store credit will be issued.

2. DELIVERY

^{2.1. Delivery}. Products will be delivered within a reasonable time after receipt of an order, subject to availability of finished Products. Delivery will be deemed to have taken place at the time Botanical Brewing Co places an order in the possession of any carrier service (e.g., UPS, USPS, or Federal Express) for customer delivery. Botanical Brewing Co is not responsible for lost, stolen or damaged Products once an order leaves our possession. Unless expressly agreed otherwise, Botanical Brewing Co will select the method of shipment and the carrier for all ordered items. If you choose a specific delivery date when placing your order, we will do our best to arrange delivery for that day. You acknowledge that requested delivery dates are non-binding estimates only and that you have no claim against us for any delays or early deliveries. Once your order is in the hands of the carrier we have no control over the delivery process and we recommend you choose a delivery date at least one day early to avoid disappointment. We reserve the right to make deliveries in installments which shall not relieve you from your obligation to accept and pay for remaining deliveries. If for any reason you fail to accept delivery for any items, or if we are unable to deliver the items at the address specified on the order, (i) risk of loss to the items will pass to you, as the buyer, (ii) the items will be deemed to have been delivered, and (iii) we, at our option, may store the items until you pick them up, subject to your reimbursement for any storage-related costs or expenses. Title and risk of loss will pass to you, as the buyer, upon delivery of Products for shipment.

^{2.2. Inspection}. You must inspect all deliveries immediately, and notify us immediately in writing of all claims for damages or defects. All claims relating to defects or shortage must be made within fourteen (14) days of delivery. Any such claims must be made in writing via email to your primary Botanical Brewing Co contact. Any rights to reject items expires after this 14-day period. If you timely notify us of any defective or damaged Products, as your exclusive remedy, we will, in our discretion, either replace the Products with similar items or credit you the purchase price. Please note that order lead time commitments do not commence until all order information, including all drop ship addresses, have been received by Botanical Brewing Co.

3. MERCHANDISING MATERIALS; LICENSE

^{3.1. Signage and Merchandising Support}. From time to time, Botanical Brewing Co may provide you with access to certain marketing-related materials for use in reselling the Products, including signage, graphics, artwork, and other proprietary customer-facing materials (collectively, the “Merchandising Materials”). Botanical Brewing Co hereby grants to you a limited, terminable, non-exclusive right and license (the “Merchandising License”) to use the Merchandising Materials solely in connection with and for the specific purpose of marketing and selling the Products, subject in all respects to the following: The Merchandising Materials may not be altered, amended, defaced, manipulated, copied or appropriated for other purposes, without the express written consent of Botanical Brewing Co. The Merchandising Materials may not be used for the benefit of any products or Products other than the Products; and use of the Merchandising Materials and/or the Merchandising License must comply in all respects with any directions or instructions that Botanical Brewing Co may provide from time to time (including those set forth in any Brand Standards or Marketing Guidelines issued by Botanical Brewing Co), whether or not such directions or instructions are provided at the same time or in the same method as the Merchandising Materials.

^{3.2. Merchandising License Term}. The term of the Merchandising License shall be until the earlier of (i) written notice of termination by Botanical Brewing Co (for any reason whatsoever and in its sole and absolute discretion), and (ii) six (6) months after your most recent purchase of Products from Botanical Brewing Co. Upon conclusion of the term hereunder, the Merchandising License shall automatically terminate, without any further action of the Parties.

^{3.3. Ownership}. Subject to the express rights and licenses granted in this Agreement, you acknowledge and agree as follows: any and all Botanical Brewing Co’s intellectual property, including the “Botanical Brewing Co” mark and those reflected or referenced in the Marketing Materials (collectively, the “Intellectual Property”), is the sole and exclusive property of Botanical Brewing Co or its licensors; you will not acquire any ownership interest in any of the Intellectual Property; any goodwill derived from the use of the Intellectual Property inures to the benefit of Botanical Brewing Co or its licensors, as the case may be; if you acquire any rights in or relating to any product (including any Products) purchased under this Agreement (including any rights in any trademarks, derivative works or patent improvements relating thereto), by operation of law, or otherwise, these rights are deemed and are hereby irrevocably assigned to Botanical Brewing Co or its licensors, as the case may be, without further action by either Party; and you will use the rights granted under the Merchandising License solely in accordance with this Agreement and the instructions of Botanical Brewing Co.

^{3.4. Negative Covenants}. During and after the Term, you will not do any of the following: Register or apply for registrations, anywhere in the world, for the Intellectual Property or any rights that are similar to, confusingly similar to, or otherwise incorporate the Intellectual Property; Use any mark, anywhere, that is confusingly similar to the Intellectual Property, except as provided under the Merchandising License; Engage in any action that tends to disparage, dilute the value of, or reflect negatively on the Products or Botanical Brewing Co; or Misappropriate any of the Intellectual Property for use as a domain name or internet search term, without prior written consent of Botanical Brewing Co.

4. RESALE PRICES; DISCOUNTING

^{4.1 Pricing}. Wholesale Account shall comply with Botanical Brewing Co’s marketing and sales guidelines regarding Product, including charging MSRP for all Products.  Wholesale Account shall be responsible for compliance with all Federal, state and local law regarding the marketing and sale of the Product. Liquidations, “close out sales,” or other material discounting of the Products are not consistent with Botanical Brewing Co’s brand. Botanical Brewing Co will, therefore, cancel all orders and indefinitely terminate any supply relationship with a reseller that Botanical Brewing Co determines has advertised, offered, or sold Products at a net retail sales price that is either offered in connection with a material discount or sale, or that is inconsistent with pricing guidelines that may be announced by Botanical Brewing Co from time to time. You are free to decide whether to offer such pricing and these terms do not constitute an agreement otherwise, but Botanical Brewing Co is also free to stop selling to you.

^{4.2 Marketing}. Wholesale Account shall use commercially reasonable efforts to successfully market, promote and sell the Products and may hold itself out as an authorized distributor of the Products. In marketing and distributing the Product, Wholesale Account shall: (i) conduct business in a manner that reflects favorably at all times on the Product and the good name, goodwill and reputation of the Product; (ii) avoid deceptive, misleading or unethical practices that are or might be detrimental to Botanical Brewing Co, the Product or the public; (iii) not publish or use any misleading or deceptive advertising material; and (iv) make no representations with respect to the Product that are inconsistent with the literature distributed by Botanical Brewing Co including, without limitation, any warranties and disclaimers contained in such literature. Wholesale Account shall include in all advertising all applicable copyright, trademark and other proprietary or restrictive rights notices as they appear on or in the Product.

5. CONFIDENTIAL INFORMATION

In connection with this Agreement, you and your affiliates and their respective directors, officers, employees, agents or advisors may gain access to certain confidential and proprietary information (hereafter referred to as “Confidential Information” and defined further below). Confidential information shall include any data or information that is competitively sensitive material and may not be generally known to the public including but not limited to information relating to any of the following: product development, manufacturer and plans, marketing strategies, operations, systems, proprietary concepts, documentation, reports, databases, supplier information, pricing, design ,process, procedures, technical data, business data, product ingredients, marketing information as well as technical instructions pertaining to the Products are recognized by you to be secret and confidential and to be the property of Botanical Brewing Co.

You agree that all rights, title and interest in the Confidential Information shall remain solely the property of Botanical Brewing Co. and acknowledges that one or more United States and/or foreign patent applications have been or may be filed to protect certain aspects of Botanical Brewing Co.'s Confidential Information. During the term of this Agreement and thereafter, neither you or your employees, independent contractors or other agents shall reverse engineer, decompile or otherwise disassemble the Products from the products themselves or from any other information made available to them. You shall not, and shall ensure that other third parties under your control and direction shall not modify, adapt, alter, reverse engineer, decompile, or otherwise attempt to derive the ingredients or formula for the Products.

Those items shall at all times and for all purposes be held by you in a confidential capacity and shall not, without the prior written consent of Botanical Brewing Co, (i) be disclosed to any person, firm or corporation, excepting your salaried employees who are required to utilize such items in connection with the sale, inspection, storage or delivery of Products or (ii) be disclosed to any person, firm or corporation, or copied or used by you, your employees or agents at any time following the expiration or termination of this Agreement or any extension thereof.

6. LIMITED WARRANTY; LIMITED LIABILITY; INDEMNIFICATION

^{6.1. Warranty}. Botanical Brewing Co warrants that it has the right to provide its products, but otherwise the Products are provided on an “as-is” basis, without warranty of any kind, express or implied, oral or written. In particular, but without limitation, no warranty is given that the Products are suitable for the particular purposes intended by you. Except for the foregoing, you acknowledge and agree that (a) neither Botanical Brewing Co nor any person on Botanical Brewing Co’s behalf has made or makes any express or implied representation or warranty whatsoever, including any warranties of merchantability, fitness for a particular purpose, non-infringement, or performance of products to standards specific to the country of import, whether arising by law, course of dealing, course of performance, usage of trade or otherwise, all of which are expressly disclaimed, and (b) you have not relied on any representation or warranty made by Botanical Brewing Co, or any other person on Botanical Brewing Co’s behalf.

^{6.2. Limited Liability}. In no event, at any time, shall the aggregate liability of Botanical Brewing Co exceed the amount paid by you to Botanical Brewing Co for the Products or services being purchased and Botanical Brewing Co shall not be responsible for any lost profits or other damages, including special, direct, indirect, incidental, consequential or any other damages, however caused. Without limitation, to the fullest extent permitted by applicable law, Botanical Brewing Co shall not be liable for any claim arising out of the performance, non-performance, delay in delivery of or defect in the Products, nor for any special, indirect, economic or consequential loss or damage however arising or however caused (including loss of profit or loss of revenue) whether from negligence or otherwise in connection with the supply, functioning, or use of the Products sold by Botanical Brewing Co.

^{6.3. Indemnification}. To the fullest extent permitted by law, you agree to indemnify, hold harmless, and defend Botanical Brewing Co, Inc., its affiliates, parents, and subsidiaries, and their respective agents, officers, directors, employees, partners, consultants, independent contractors, successors and assigns against any and all loss, claim of loss, injury, costs and damages arising from (i) your purchase, display, or use of Products (except where such claims relate to breach of any warranties provided by Botanical Brewing Co), (ii) your breach of the terms hereof, or (iii) your or your representatives’ gross negligence or willful misconduct.

7. MISCELLANEOUS

^{7.1. Product Defects and Recalls}. You will promptly notify Botanical Brewing Co of any identified material defects or suspected defects in the Products, and will use commercially reasonable efforts to comply with any product recalls or inspection needs initiated by Botanical Brewing Co.

^{7.2. Choice of Law; Dispute Resolution}. Any dispute arising from or relating to the Parties’ relationship and/or these Terms will be governed by the laws of the State of Florida, without regard to any applicable choice of law rules. YOU AND BOTANICAL BREWING CO AGREE THAT ANY CLAIM ARISING OUT OF OR RELATED TO YOUR ORDER WITH BOTANICAL BREWING CO MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

^{7.3. Integration; Severability}. These Terms and Conditions shall constitute the entire agreement between you and Botanical Brewing Co regarding your order and the terms hereunder. If any provision of these Terms and Conditions is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect.

^{7.4. Amendment}. Botanical Brewing Co may amend these Terms and Conditions at any time and without notice, and it is your responsibility to review these Terms and Conditions for any changes. Your use of the Website following any amendment of these Terms and Conditions will signify your assent to and acceptance of its revised terms.