Optional Coffee Purchase Agreement

Participants who enter into a coffee purchase agreement on the Marketplace with an Other Participant are free to agree to this Optional Coffee Purchase Agreement in whole or in part, or to agree to different or additional terms for their coffee purchases. However, if and to the extent that the Participant and the Other Participant who are party to a coffee purchase agreement have not agreed to different terms, then they agree to incorporate this Optional Coffee Purchase Agreement. Participants may not, by agreement amongst themselves, alter the rights or responsibilities of SEWN or agree to any terms that would violate the terms and conditions of the Marketplace. Neither SEWN, nor any affiliate of SEWN is a party to any coffee purchase agreement by or between Participants regardless of whether Optional Coffee Purchase Agreement is incorporated.

You acknowledge and agree that Participants have discretion whether to contract with each other and will negotiate and determine the specific terms of their agreements with each other. This Optional Coffee Purchase Agreement is a sample only, which may not be appropriate for all agreements and which may be adjusted and added to as Participants deem appropriate. Participants choose whether to use the Optional Coffee Purchase Agreement in whole or in part.

PARTIES                                       

The Roaster that has placed the order on the Marketplace is considered the Buyer and the Estate In relation to which the order has been made is considered the Seller.  The Buyer and the Seller are the parties to this Coffee Purchase Agreement (the "Agreement"). The address of each party is the address entered on the Marketplace.      

The Parties acknowledge that the Seller may have contracted a Facilitator perform certain services in relation to the sale of coffee conducted under this Agreement. Such Facilitator will where relevant, be named on the Marketplace. The Buyer acknowledges that the Facilitator may provide services to the Seller in the areas of (i) export, (ii) shipping, and (iii) payment. If so instructed by the Seller, the Buyer undertakes to fulfil relevant parts of its obligations under this Agreement in relation to the Facilitator (e.g. provide details needed for export, provide payments etc.) The Facilitator acts as the Seller's authorized representative.

DATE 

This Agreement is entered into on the day the Seller accepted an order from the Buyer to purchase coffee from the Seller.

GENERAL CONDITIONS

Unless otherwise set out herein, the parties agree that when the Buyer is residing in the EU relevant parts of the terms and conditions of the latest available version of European Standard Contract for Coffee (ESCC) shall apply for the purposes of this agreement and when the Buyer is residing outside EU, relevant parts of the Green Coffee Association Contract Terms and Conditions (GCC) shall apply for the purposes of this agreement. For certification purposes, the latest applicable edition of relevant standards shall apply (E.g Rainforest Alliance amongst others). In determining coffee standards. the parties agree that the latest available version of Speciality Coffee Association's "Coffee Standards" shall govern.

PRODUCT DESCRIPTION:

The details of the relevant coffee is described on the Seller's availability listing on the Marketplace. 

Type of coffee, quality and certification purchased by the Buyer are set out in the order management module on the Marketplace. 

For the avoidance of any doubt, the quantities of coffee bought hereunder do not contain any sample products. Sample products may be available for sale separately on the Era of We platform.

CERTIFICATES

The coffee bought under this Agreement carries the certifications set out on the Seller's space on the Marketplace. For the avoidance of any doubt, the Seller shall upon request be obliged to share copies of any certifications that the Seller has stated the coffee to carry. Unless otherwise agreed, the Seller shall be deemed to have shared such copies by way of uploading them and making them available for the Buyer to download from the Marketplace. 

Organic Certificates shall refer to EEC or GCC latest regulations as applicable depending on the residence of the Buyer. 

Seller to provide valid Master Certificates for exporter and producer (updates to be provided on expiry). Seller shall if agreed and where relevant on delivery ensure that Valid Transaction Traceability Certificate (original hardcopy) is issued and reaches the Buyer/Consignee prior to arrival of goods.

ICO Certificate of Origin & Phytosanitary Certificate and certificate of weight shall always be provided by Seller.

GO TO MARKET INITIATIVES  

The Parties have agreed that the Seller, in addition to providing the coffee agreed to hereunder, shall provide the additional go to market initiatives related services as further set out on the Marketplace.

QUANTITY

The Seller shall deliver the quantities of coffee set out in the order management module on the Marketplace as confirmed by the Seller. Net Shipped Weights, 1/2 % loss-in-weight franchise.

PRICE

The agreed price Is the price per lb communicated by the Seller for the relevant coffee on the Marketplace.

TERMS OF DELIVERY

The Parties have agreed to the terms of delivery as set out in the order management module on the Marketplace. If nothing else Is agreed, the term of delivery shall be FOB (origin) and the Buyer may choose to facilitate shipment and Import logistics Itself or by assistance of a Facilitator on the Marketplace. Incoterms latest edition apply.

SHIPMENT                        

The Seller undertakes to update the order management module on the Marketplace with the correct Tracking ID. Unless otherwise agreed it is the responsibility of the Buyer to, either by itself or a Facilitator on the Marketplace to facilitate shipment and ensure that shipment is ready when the coffee is ready for delivery. Unless otherwise agreed, shipment shall be ready within 30 days from the date stated as the delivery date in the order management module.

TERMS OF PAYMENT

Unless otherwise agreed, the Seller shall issue an Invoice on the Net shipped weight of the sold coffee in conjunction with preparing the coffee for delivery FOB. The Buyer shall pay the full amount of the Invoice within 30 days after receipt of a correct invoice.

ARBITRATION

Prior to Initiating the arbitration process of coffee purchased on the Era of We platform, the parties undertake to first seek to settle the dispute amicably through the Era of We dispute process. Only if no solution is found during such proceedings may either party initiate arbitral proceedings in accordance with the Rules of the ESCC or GCC as applicable.

ADDITIONAL CONDITIONS:   

If so agreed on the Marketplace, the Buyer has In conjunction with the purchase of coffee hereunder, also obtained a "License to Roast" for the coffee purchased under this Agreement on the terms and conditions of the Optional License to Roast.