Terms and Conditions
Urban Canteen™ seeks to establish, nurture, and grow highly profitable relationships for all of our customers. In that light, we have established the following information, policies, and procedures that will guide our relationship, answer many of your questions, and make ordering from us as simple as possible. For simplicity, the terms “We, Us, and Our” refers to Urban Canteen™, it’s affiliates, successors, and assigns. “You and Your” refers to you, the retailer. By placing an order with Urban Canteen™ and Urban Canteen accepting your order, You and Urban Canteen™ agree to be mutually bound by the following.
Retail Sales, Pricing and Sales Tax
We provide our product line for sale at retail. We have established a Manufacturer’s Minimum Retail Price (“MMRP”) that we feel meets our objectives, the needs of the market and provides you a highly profitable and compelling business opportunity. We also offer our entire product line for sale at retail through our wholly owned internet website (www.urbancanteen.com) at the same MMRP price points. Pricing is a critical component in establishing and growing a national brand. Deviating from our MMRP will damage our brand and reduce your profit potential. Therefore, we grant you a non-exclusive license to sell our products at retail at our MMRP. The only exception to this policy is if we (you and Urban Canteen®) mutually agree that a special sale or significant promotional opportunity exists where a deviation from our MMRP is warranted. All requests for such a deviation from our stated MMRP must be made in writing and pre-approved by us at our discretion prior to initiating any such sale or special promotion. Failure to comply with our MMRP standards, as set and modified by us from time to time, will result in the cancellation of your account and your ability to continue to sell the Urban Canteen™.product line.
We further grant to you a non-exclusive license to place our products on your website for sale at retail. In consideration, for this non-exclusive license, you agree that you shall not offer our products at prices that are less than the MMRP that we maintain on our website.
Our wholesale prices are subject to change without notice. If, as a result of a change in our wholesale prices, we feel that a change in our MMRP is necessary, we will provide you, in writing, with a notice of change in our MMRP and you will have the opportunity to adjust your pricing accordingly.
We do not collect sales and use tax on orders outside of the State of Maryland. Prior to our first shipment to you, you must submit a current, valid resale certificate for the state(s) in which shipments are made. We reserve the right to withhold shipment until we receive your current resale certificate.
Standard Packaging
Standard Case Pack: This is our minimum package size. It consists of six (6) bottles of the same size and color. Standard Case Packs may not be subdivided or broken. Cap styles will be selected by you, however all bottles in our Standard Case Pack must be of the same cap style.
Master Carton: Contains eight (8) Standard Case Packs. Mater Cartons may be of mixed sizes and colors. You select the cap styles.
Standard Cap Pack: Consists of twelve (12) caps of a single style and design.
Stainless Steel Display Case: Completely stocked display case of 45 natural brushed stainless steel bottles (18oz and 27oz) and a pre-filled assortment of plastic and stainless steel cap styles.
Multi-color Display Case: Completely stocked display case of 45 colored and natural, brushed stainless steel bottles (12oz, 18oz and 27oz) and a pre-filled assortment of plastic cap styles.
Pallet: Contains a total of 12 Master Cartons consisting of 96 Standard Case Packs (576 bottles) with cap styles selected by you.
Initial Order
One fully stocked multi-color or stainless steel display case. OR a;
60 bottles, minimum of two different sizes and all five colors and a minimum of three Standard Cap Packages of different cap styles.
Minimum Re-order
$250.00. Bottles and Caps must meet minimum standard package requirements
Backorders
We make every effort to maintain a fully stocked inventory in our local facilities. However, due to customer demand and other circumstances that may, or may not, be within our control, we may experience temporary shortages. We will always attempt to arrange for new inventory as promptly as possible. However, your order may be placed on backorder status. In such an event, the following terms specify how backorders will be handled.
If we are able to fulfill a portion of your order, we will do so in the normal course of business and place the unfilled portion of your order on backorder. Backorders will be filled as promptly as possible based on the date of your original order. If we are unable to fill your backorder within 30 days of the date you are notified of the backorder, you will then have the option of: (a) changing your order to those items that we have in stock (b) you may continue to be on backorder until we are able to fill that portion of your order, (c) you may cancel that portion that has been placed on backorder status.
If we are able to fulfill a portion of your order, you will pay only that portion that we are able to fill and ship. You will not be charged for any backordered items until that are shipped from our facilities. You will be charged the applicable shipping costs associated with your backorder.
Payment
Initial Orders: Initial orders must be pre-paid prior to shipment. We accept Visa®, Mastercard®, American Express®, and Discover®, wire transfer, money order, or bank check. If paid by bank check, the check must clear our bank prior to shipment. No discounts or anticipation will be allowed unless previously agreed to by us in writing. NO C.O.D. or consignment orders will be accepted.
Re-Orders: We may offer Terms for re-orders and on-going accounts, at our sole and exclusive discretion. For consideration, please submit a credit application and a minimum of three (3) U.S.-based trade references with trade terms. Our standard terms are net 25 days, from our invoice date. Any invoice that is not paid within our terms will be subject to late fees and interest equal to 1.5% per month of the total outstanding balance, or the maximum rate allowed by applicable laws.
Accounts that become 45 days late shall be placed on pre-pay only status. Should we be required to initiate collection activities as the result of non-payment of your account, your account will be closed and you agree to pay the full amount of all outstanding account balances, including applied and accrued late fees, interest, and reasonable collection and attorney’s fees incurred by us.
Accounts whose checks are returned to us by our bank for any reason will be subject to a $50.00 returned check fee and the account will be placed on pre-pay status.
International Orders
All international orders shall be pre-paid by valid credit card or by wire transfer prior to shipment from our facility. All international orders shall be denominated in United States dollars and you will bear all risks of exchange rate volatility. You will also be responsible for any and all customs, duties, tariffs, excise fees, and any taxes applicable to importing our products into your country.
Returns
Returns will not be accepted without our prior written approval, at our sole and exclusive discretion. Returns will be allowed only for errors in our shipment to you or for products that may have been shipped in a damaged condition by us. We will not accept returns that may be damaged during shipment or that have been damaged once the shipment arrives at the shipping address you have provided us.
All returns require prior approval by us and a Return Authorization Number (RAN). All requests for return must be made within 10 days of receipt of your shipment. Merchandise must be returned at your expense. The Return Authorization Number must be clearly marked and identified on the return shipping label. No returns are allowed for merchandise that is worn, damaged by use, or used in any way.
Freight, Shipping, Handling
All shipments in the contiguous United States shall be by standard ground transport. We use UPS, Federal Express and the United States Postal Service. We may select an alternate shipping method depending upon the size of the order and location of the retailer. All shipping and freight costs shall be added the total cost of your order and either added to your invoice or charged to your credit card at the time of shipment. Shipping costs will be applied in accordance with the rates set forth in the standard rate chart below. We reserve the right to change the method of shipment and standard freight charges at any time and without prior notice.
| <=10lbs | 11-20lbs | 21-30 lbs | 31-50 lbs | >50lbs | ||
| Zone 1: DE, MD, NJ, NY, PA, VA, NC, WV | $10.00 | $13.00 | $16.00 | $20.00 | Quote | |
| Zone 2: CT, MA, ME, NH, RI, VT, IL, IN, KY, MI, OH, SC, WI | $13.00 | $18.00 | $25.00 | $38.00 | Quote | |
| Zone 3: AL, AR, FL, GA, IA, MN, MO, MS, TN, KS, LA, NE, OK | $16.00 | $23.00 | $29.00 | $45.00 | Quote | |
| Zone 4: AZ, CO, ID, MT, NM, NV, TX, UT, WY, ND, SD | $19.00 | $27.00 | $35.00 | $52.00 | Quote | |
| Zone 5: CA, OR, WA, CAN | $22.00 | $35.00 | $45.00 | $60.00 | Quote | |
| Zone 6: AK, HI, Puerto Rico | $50.00 | $85.00 | $120.00 | $150.00 | Quote |
Should you have an account with a preferred shipper, we will make every effort to use that shipper, in such cases you will be required to provide all necessary account information to allow us to submit the shipping charges to your account. All truck shipments will be freight collect and will be shipped on our designated carrier.
All international orders will be shipped according to your request, F.O.B Origin/Collect (Baltimore, Maryland). We will not be responsible for lost cargo/freight.
We warrant and guarantee that all products leaving our facilities are complete and free of defects. Upon arrival at your designated shipping location, it is your responsibility to immediately inspect for any damage. It is also your responsibility to report any damage to us and to the shipper. We will extend every courtesy in assisting you in resolving the claim. However, our legal responsibility ends when the order leaves our warehouse. We will not be responsible for any direct or incidental damage to merchandise incurred during shipment.
Warranty
We warrant and guarantee that our products are completely free of manufacturing defects when the products leave our facilities. Should any product prove to contain a defect caused by, or as a result of, our manufacturing, shipping or handling to our facilities, we will replace the defective product with a new product of like size and color at no cost to you. Before we will accept any claim for warranty or guarantee replacement, the purchaser must contact us and obtain a Return Authorization Number. We reserve the right to investigate all warranty and guaranty claims for accuracy. If we determine, in our sole and exclusive discretion, that the damage was caused by normal or unusual wear and tear, we will either return the damaged product to the purchaser or replace it with an identical size and color at your sole cost and expense including all shipping and handling charges.
Limitation of Liability
In all circumstances, our maximum liability is strictly limited to the wholesale purchase price of our products. Under no circumstances shall we, our owners, officers, employees, successors, assigns, or affiliates be liable for any direct, third party, special, indirect, incidental, or consequential, personal injury and property damage claims resulting from the use or misuse of our products, including, but not limited to product malfunctions, causes of delay, interruption of service or loss of business. You further agree to defend and hold harmless, Urban Canteen®, our owners, officers, employees, successors, assigns, and affiliates from all costs, liabilities, damages, and expenses, including without limitation, attorneys fees and litigation expenses, on account of, or in connection with, any investigation or preparation related to, or the enforcement of, this provision to the maximum extent allowed by law. You agree that any issues regarding product liability shall be resolved in accordance with Maryland law, as applicable. You also consent that jurisdiction and venue shall rest in Howard County, Maryland.
PROPOSITION 65
Also known as the Safe Drinking Water and Toxic Enforcement Act of 1986, California Proposition 65 is a law that requires warning to consumers if a product exposes consumers to a wide variety of chemicals including lead and cadmium. Prop 65 does not ban any product; it simply requires warnings. Prop 65 applies only in California, and covers all products distributed in the state. Please note-our product line complies with all Federal Regulations concerning chemical contents. The State of California requires significantly stricter standards be met. For additional information, please visit: http://www.capwiz.com/ppa/issues/alert/?alertid=8964016&type=co
CALIFORNIA-PROPOSITION 65 COMPLIANCE
The State of California requires that no person in the course of doing business shall knowingly and intentionally expose any individual to a chemical known to the State of California to cause cancer or reproductive toxicity without first giving a clear and reasonable warning. Accordingly, if Buyer and/or Distributor fail to provide us with advance written notice that our products will be sold or shipped to the State of California, Buyer and/or Distributor hereby indemnifies and agrees to defend and hold harmless us, our owners agents, employees, representatives, assigns, and affiliates, from and against any and all Proposition 65, personal injury and property damage claims, and from all other costs, liabilities, damages and expenses (including, without limitation, attorneys fees and litigation expenses on account thereof or in connection with any investigation or preparation related thereto or the enforcement of this provision) relating to, resulting from, connected with or arising out of goods or products provided to buyer by us, to the maximum extent permitted by law.
PATENTS AND COPYRIGHTS
We have invested significant resources in developing and maintaining certain patents and copyrights protecting all products, sales and marketing materials, including logos, slogans, product designs, statements and other materials which we deem to be our proprietary material and intellectual property. You hereby agree that all such proprietary material and intellectual property including products, product designs, print, internet and website materials bearing any, and, or all of our intellectual property are owned solely and exclusively by us and our affiliates and may not be used in any way or for any purpose other than use as materials to sell and market our products at retail without our prior written authorization.