Title to NEW RIFF DISTILLING Products passes to Buyer at the time they have been loaded upon a common carrier at NEW RIFF DISTILLING’S premises or designated warehouse and risk of loss passes to Buyer upon the earlier of delivery or placement with a carrier. Buyer shall pay all taxes and shipping costs. Payment for Products is due to NEW RIFF DISTILLING within 30 days of invoice. Payment shall be by EFT, or otherwise as NEW RIFF DISTILLING may direct in writing. Payments over 30 days shall be subject to interest at 1.5% per 30-day period. NEW RIFF DISTILLING reserves the right to reassess Buyer’s creditworthiness or require payment CBD or COD. Buyer acknowledges these Terms and Conditions are a security agreement between NEW RIFF DISTILLING as secured creditor and Buyer as debtor for the purposes of the Uniform Commercial Code. Buyer agrees to execute and deliver to NEW RIFF DISTILLING such financing statements and other instruments as NEW RIFF DISTILLING may reasonably request to perfect its security interest. NEW RIFF DISTILLING is not liable for any incidental, consequential or special damages, interest, costs, or expenses, or for loss or use or lost profit or wages, incurred by Buyer in any fashion or manner in connection with the sales or use of the goods, whether NEW RIFF DISTILLING knew such damages might be incurred and Buyer may not off-set any costs against the invoice payment unless approved in writing by NEW RIFF DISTILLING.
Distributor buyers shall: (a) have all necessary state and federal licenses and permits and will keep the same in force; (b) protect NEW RIFF DISTILLING’S trademarks, confidential information and business plans and shall cooperate with NEW RIFF DISTILLING (at NEW RIFF DISTILLING’S cost) in the defense or prosecution of any action related to NEW RIFF DISTILLING’S trademarks or confidential information; (c) not transfer their rights to distribute NEW RIFF DISTILLING Products unless they have obtained permission in writing from NEW RIFF DISTILLING; (d) provide such storage, warehousing, delivery, merchandising, marketing and sales service to NEW RIFF DISTILLING as shall be necessary to properly market, sell and protect the Products, and (e) provide such depletion, sales and other reports as NEW RIFF DISTILLING requests. Distributor buyers agree NEW RIFF DISTILLING owns its own sales and depletion data, including data reported to NEW RIFF DISTILLING by Distributor; and NEW RIFF DISTILLING controls the use and any disclosure of such data, including any confidential or proprietary data.
If the law of the state in which Distributor does business requires procedures, times within which to act, respond to notices or cure defaults other than those set forth in these Terms and Conditions, such laws and regulations shall apply; provided, however, that the obligations, rights, and responsibilities of Distributor shall be interpreted as set forth in these Terms and Conditions to the fullest extent not inconsistent with such law or regulation.
Kentucky law governs these Terms and Conditions. The term of Distributor’s appointment is at-will, is renewable yearly on 30 days’ notice, and may be terminated by NEW RIFF DISTILLING on 30 days’ notice. Breach of any promise made by Distributor or failure of Distributor to meet depletion and account placement requirements mutually agreed to between the parties shall be “good cause” for the purposes of any state law.
If any dispute occurs related to NEW RIFF DISTILLING, NEW RIFF DISTILLING Products or Distributor’s rights to continue distributing NEW RIFF DISTILLING Products, Distributor agrees that the same shall be resolved by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules at the location in Cleveland, Ohio – the location nearest to the Commonwealth of Kentucky. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrators are not empowered to award damages in excess of compensatory damages but shall include in the final award an allocation of attorneys’ fees, costs and expenses incurred in the arbitration, whether or not such fees, costs and expenses would otherwise be recoverable under applicable statutes and rules of Court. The arbitrator shall render the award in writing, explaining the factual and legal basis for the decision as to each of the principal issues. The parties and each expressly agree that any petition to confirm, modify or enforce the arbitral award, other than for nonpayment of goods sold and delivered, shall be resolved in a State or Federal Court of competent jurisdiction in the Commonwealth of Kentucky, to which jurisdiction the parties submit. To the extent any dispute occurs related to NEW RIFF DISTILLING, NEW RIFF DISTILLING Products or Distributor’s rights to continue distributing NEW RIFF DISTILLING Products that is addressed in or by a State or Federal Court, Distributor agrees that the prevailing party is entitled to attorneys’ fees and costs.
NEW RIFF DISTILLING reserves the right to establish standards of re-sale for its Products that protect the brand image and value. NEW RIFF DISTILLING specifically reserves the right to terminate sales to accounts that engage in below-cost price promotions that harm the brand, or in practices (such as bait and switch) that are anticompetitive or violate the law of any state. NEW RIFF DISTILLING also reserves the right to terminate sales to accounts that repeatedly use “loss leader” advertising on its products that damages the image or reputation of the brand.
These Terms and Conditions apply to any goods purchased from NEW RIFF DISTILLING.