Commercial Terms of Sale

These Terms of Sale (“Terms”) apply to all sales between The Plant Program Incorporated dba New Brew, a Delaware corporation (the “Seller”), and any commercial wholesaler or distributor purchasing any product pursuant to a New Brew invoice (the “Purchaser”). Acceptance of the invoice, delivery, or payment constitutes acceptance of these Terms.

1) Payment; No Setoff

Payment is due in accordance with the invoice due date in cleared funds. Purchaser may not withhold, deduct, or set off amounts due except as required by law and agreed by Seller in writing.

2) Shipment; Delivery

Unless otherwise stated, delivery is FOB Seller’s shipping point / Origin. 

3) Passage of Title; Risk; Liability

Title to the goods and all risk of loss, damage, and responsibility shall transfer to Purchaser (a) upon pickup by Purchaser or its agent/carrier at Seller’s facility, or (b) if Seller ships the goods, upon Seller’s tender of the goods to the carrier for shipment. From that point forward, Purchaser bears all responsibility and risk with respect to the goods, including any loss, damage, delay, or claims against the carrier.

4) Regulatory Point-of-Sale Acknowledgment

Intended Point of Sale; Regulatory Purpose. With respect to products sold by Seller and made available for pick-up or shipment from a designated jurisdiction (the “Origin Jurisdiction”), it is Seller’s understanding, intent, and purpose, for regulatory and compliance purposes, that such products are sold within the Origin Jurisdiction at the time of sale.

No Resale Restriction or Control. This acknowledgment reflects Seller’s intent solely at the point of sale and does not impose any restriction or obligation on Purchaser regarding subsequent transportation, resale, or distribution, except as required by applicable law. Purchaser agrees to be responsible for any legal permitting, regulatory compliance, and/or tax obligations necessary for or related to the resale of the goods.

Acknowledgment by Purchaser. Acceptance of this invoice or these Terms constitutes Purchaser’s acknowledgment of Seller’s stated intent.

5) Inspection; Claims; Returns

Purchaser must inspect goods upon receipt. Shortage, damage, or nonconformance claims must be made in writing within 2 business days of delivery with supporting documentation. No returns or credits without Seller’s written authorization.

6) Compliance With Law

Purchaser represents it holds all licenses and will comply with all applicable laws and regulations relating to purchase, receipt, storage, marketing, transport, and resale of the goods.

7) Warranty Disclaimer

Goods are provided as-is except as expressly stated on the invoice. To the fullest extent permitted by law, Seller disclaims implied warranties. Seller is not liable for indirect or consequential damages. Seller’s total liability will not exceed the amount paid (or payable) under the invoice for the goods giving rise to the claim.

8) Governing Law

These Terms are governed by the laws of Texas, and venue lies in Austin, Texas unless the Parties agree otherwise in writing.