TERMS & CONDITIONS

(Last revised 10/10/2022)

TERM OF PURCHASE

These Terms of Purchase (“General Terms”) apply to all Product and Services (as defined below) placed through (i) the websites (“Sites”) operated by Cranberry USA. (“Cranberry USA”); or (ii) using Cranberry USA invoices or quotes that reference these General Terms, unless customer (“you” or “Customer”) has entered into a separate written agreement with Cranberry USA for Products and Services (“Agreement”), in which case such Agreement shall govern.  Each Customer purchasing Products and Services pursuant to these General Terms is required to accept the following General Terms.

PLEASE READ THESE GENERAL TERMS.  YOU ACKNOWLEDGE THAT YOU HAVE READ AND AGREED TO BE BOUND BY TO THESE GENERAL TERMS.  IF YOU ENTER INTO THESE GENERAL TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE GENERAL TERMS. CRANBERRY USA RESERVES THE RIGHT TO CHANGE THE GENERAL TERMS FROM TIME TO TIME AT ITS SOLE DISCRETION.  IF CRANBERRY USA MAKES CHANGES TO THESE GENERAL TERMS, THE UPDATED GENERAL TERMS SHALL APPLY TO ALL PURCHASES AFTER THE EFFECTIVE DATE OF THE UPDATE.

SALES POLICY

While Cranberry USA may acknowledge receipt of an “Order” by a replied email or verbal communication, Cranberry USA reserves the right to modify quantity based on availability. While Cranberry USA is to supply products identified in the “Order”, Cranberry USA may allocate its available supply amount any or all of its various customers upon such bases as Cranberry USA shall deem fair and practicable, with no liability on its part for failure to deliver the quantity or any portion therein specified on the “Order”. Cranberry USA reserves the right to refuse acceptance of “Order” from anyone. Cranberry USA reserves the right at any time, even after receipt of an order confirmation, to decline or cancel “Order” or to limit order quantities for any reason, including errors or suspected fraud.

No right or license is granted under the contract of sales to the Customer by Cranberry USA under any patent, trademark, copyright, registered design or other intellectual property rights except the right to use or resell the goods.

PRICE

Prices are subject to change by Cranberry USA without notice. Any cost incurred by Cranberry USA in connection with or arising out of the manufacturing, sales, or distribution of product(s), including but not limited to, increase in labor, freight, and material cost prior to shipment, may be invoiced to Customer. Pricing errors may occur on items sold by Cranberry USA. Cranberry USA attempts to correct all pricing errors promptly after discovery. Cranberry USA reserves the right to cancel any orders containing pricing errors, even after receipt of an order confirmation or shipping notice from Cranberry USA. Any payments made to Cranberry USA for orders that have pricing errors, Cranberry may choose to process payment for, cancel, refund or ship parts of an order separately.

The price(s) quoted on proforma invoice is net off bank charge(s). The price(s) quoted on proforma invoice are valid for 7 days from the date of the proforma invoice.

SHIPMENT & DELIVERY

“Order” is not binding upon Cranberry USA until accepted by Cranberry USA. Cranberry USA reserves the right to refuse acceptance of “Order” from anyone. Cranberry USA will indicate its acceptance of an “order” by issuing an invoice or by shipping the ordered product to Customer. All shipments are made as FOB of Cranberry USA’s shipping points unless otherwise specified.  In the absence of specific instructions by Customer, Cranberry USA selects the carrier. Quoted delivery date or ship period are based on estimate and non-binding. “Order” requiring deposit will be notified to Customer on payment terms to secure shipment. In cases of force delays (e.g. acts of war, accidents, transport disruptions, strikes, lockouts, etc.) and in cases of labor, energy, or raw material shortage or governmental regulations, Cranberry USA shall, without liability for damages, be released from the obligation to meet delivery dates.  In the event of such delay or threatened delay, Cranberry USA shall immediately give notice to Customer and Customer may, at its option, either excuse such delivery/performance of services or cancel such purchase “order” in whole or in part. Customer shall pay the prices specified in the purchase order for any goods completed prior to the effective date of such cancellation and delivered to Customer in conformance with these Terms and Conditions.

The Customer shall inspect the goods on delivery and shall within fourteen (14) days of the delivery notify Cranberry USA of any alleged defect, shortage in quantity, damage or discrepancy in specifications. The Customer shall afford Cranberry USA an opportunity to inspect the goods within a reasonable time following delivery and before any use is made of them. If the Customer shall fail to comply with these provisions the goods shall be deemed to be in accordance with the contract and free from any defect or damage which would be apparent on a reasonable examination of the goods and the Customer shall be deemed to have accepted the goods.

PAYMENT

Customer shall be bound by all terms and conditions from Cranberry USA. Cranberry USA shall issue a separate invoice for each separate shipment. Each invoice shall include Purchase Order Number, Cranberry USA’s item numbers, quantities shipped, and invoiced price. Invoice shall be paid according to the terms set forth by Cranberry. All payments shall be made in full in accordance with payments terms on invoice, via ACH direct, or other payment forms acceptable to Cranberry USA. Cranberry USA shall have the right to declare all invoices immediately due and payable. Delinquency to payments due on invoice shall allow Cranberry USA to exercise rights to hold unshipped orders from Customer until delinquent payments are collected. Deposits that are used to secure shipment of order are non-refundable per the payment terms arranged with Cranberry USA, the deposit holds the Customer committed to the “order” and cancellation is not available.

If the total outstanding amount (including pending orders) exceeds the credit limit defined by Cranberry USA ("the Credit Limit"), Cranberry USA shall have the right to refuse or delay the delivery until the total outstanding amount (including the pending orders and any interests) is below the Credit Limit. The Credit Limit can be reviewed at any moment at Cranberry USA’s sole discretion.

In the absence of payment by the due date, (i) Cranberry USA shall have the right to refuse or delay the delivery until Cranberry USA has received in cleared funds full payment of the unpaid invoices, and (ii) all unsettled invoices become immediately payable, and (iii) Cranberry USA shall automatically charge interest of 10% per annum from the invoice date on all outstanding amounts and without further notification and shall accrue on a daily basis, and (iv) any future invoice shall be paid on a prepayment basis until further notice from Cranberry USA. Customer shall pay the interest together with any unsettled invoices. c) If there are reasonable reasons to believe that Customer will not fulfill its obligations to make due payment, Cranberry USA is entitled to demand cash payment on account or demand that Customer presents a satisfactory bank guarantee for payment of the Products. In the event that such action is not taken by the Purchaser immediately following notification thereof from Supplier, Cranberry USA is entitled to terminate, by notice in writing to Purchaser, all undelivered items of the Products, without any obligation for Cranberry USA to provide compensation the Purchaser

RETENTION OF TITLE

Products sold shall remain the property of Cranberry USA until all debts have been paid. The Customer shall keep the goods delivered subject to retention of title securely in safe custody on behalf of Cranberry USA free of charge. Risk of loss pass to Customer upon delivery thereof by Cranberry USA to the carrier or delivery service.

LIABILITY

Cranberry USA is not responsible for damage resulting from inappropriate use, inappropriate storage, fair wear and tear, defective or careless handling or use of inappropriate operating means. Cranberry USA’s obligations shall also not apply to nor include any Products which were subject to accident, alteration, abuse or misuse. Nothing in the Conditions should be construed as a warranty of merchantability or that the Products are fit for a particular purpose. Cranberry USA assumes no responsibility for the suitability or adequacy of the end user’s selection of Products for a specific application. Cranberry USA’s liability to Customer for any claim relating to Products shall be limited to repair, replacement, reprocess or refund of the purchase price, at Cranberry’s option, and this shall be Customer’s sole remedy. Under no circumstances shall Cranberry be liable for indirect, consequential, incidental or special damages (including, without limitation, loss of business profits, loss of goodwill, cost of capital, costs incurred in connection with substitute sources of supply, missed opportunities, envisaged costs savings).

Customer shall indemnify and hold Cranberry USA harmless against any claim which may be brought against Cranberry USA by any third parties which may arise, directly or indirectly, out of the loss or damage, for which Cranberry USA is not responsible in accordance with the following: Cranberry USA is not responsible for loss or damage which is caused by the Products (i) to any kind of property if the loss or damage occurs while the Products are in the possession of the Customer; or (ii) to products manufactured by the Customer or to products in which the products of the Customer are a part, or of loss or damage to any kind of property caused by such products.

RETURNS POLICY

The Customer agrees that any product that want to return will be per approval of Cranberry USA and returned products be handled in accordance with, and shall be subject to, Cranberry USA’s Return Policy.

Customer must contact Cranberry USA for approval prior to arrangement of return. All returns are subject to a 35% restocking fee, plus shipping and handling costs. No returns or cancellation are allowed on custom private label or special orders. No return on partial orders. All returns must be approved by Cranberry USA before a refund is issued. Amount of refunds, credits, or exchange, at the discretion of the Cranberry USA, will be issued after the product has been returned to Cranberry USA by Customer.

RECALLS

Cranberry USA will initiate a recall of a Product if Cranberry USA reasonably determines a recall to be advisable or if required by any applicable law, governmental rule or regulation. Customer will immediately notify Cranberry USA in writing of any recall of a Product. Customer will cooperate fully with Cranberry USA in effecting the recall.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement and all communications, disputes and performance related hereto shall be governed by and construed according to the internal laws of Contra Costa County, California. Customer and Cranberry USA shall meet in good faith to attempt to resolve informally any disputes arising out of this Agreement. Customer agrees that all information on purchase order(s), this Agreement, and your purchase terms, including, but not limited to, price, are confidential and may not be disclosed to third parties.

You agree that any controversy, dispute, claim or grievance between us, any of Cranberry USA’s affiliates, or our or their shareholders, officers, directors, employees, associates or agents, and you or, if applicable, your shareholders, officers, directors, employees, associates or agents, arising out of, or relating to, this Agreement, or any service provided by Cranberry USA, including transactions of any kind made on your behalf through Cranberry USA, shall be resolved by arbitration through American Arbitration Association in San Francisco, California, in accordance with American Arbitration Association’s arbitration procedure.

In the event that any provision hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, the other provisions in this Terms of Purchase shall continue in full force and effect without said provision.

Questions about the Terms & Conditions should be sent to us at info@cranberryusa.com