TERMS AND CONDITIONS OF SALE

 1.     Title to PUEBLO DE SABOR Products passes to Buyer when they have been loaded upon a common carrier at PUEBLO DE SABOR’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 PUEBLO DE SABOR within 30 days of invoice.  Payment shall be by EFT, or otherwise as PUEBLO DE SABOR may approve in writing.  Payments over 30 days shall be subject to interest at 1.5% per 30-day period.  PUEBLO DE SABOR reserves the right to reassess Buyer’s creditworthiness or require payment CBD or COD at any time.  Buyer acknowledges these Terms and Conditions constitute a security agreement between PUEBLO DE SABOR as secured creditor and Buyer as debtor for the purposes of the Uniform Commercial Code.  Buyer agrees to execute and deliver to PUEBLO DE SABOR such financing statements and other instruments as PUEBLO DE SABOR may reasonably request to perfect its security interest.  PUEBLO DE SABOR 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 or not PUEBLO DE SABOR knew such damages might be incurred and Buyer may not off-set any costs against the invoice payment unless approved in writing by PUEBLO DE SABOR.

2.     Distributor buyers shall: (a) possess all necessary state and federal licenses and permits and will keep the same in force; (b) protect PUEBLO DE SABOR’S trademarks, confidential information and business plans and shall cooperate with PUEBLO DE SABOR (at PUEBLO DE SABOR’S cost) in the defense or prosecution of any action related to PUEBLO DE SABOR’S trademarks or confidential information; (c) not transfer their rights to distribute PUEBLO DE SABOR Products in any way unless they have obtained permission in writing from PUEBLO DE SABOR; (d) provide such storage, warehousing, delivery, merchandising, marketing and sales service to PUEBLO DE SABOR as shall be necessary to properly market, sell and protect the Products, and (e) provide such depletion, sales and other reports as PUEBLO DE SABOR requests.  Distributor buyers agree PUEBLO DE SABOR owns its own sales and depletion data, including data reported to PUEBLO DE SABOR by Distributor; and PUEBLO DE SABOR controls the use and any disclosure of such data, including any confidential or proprietary data. 

3.     California law governs these Terms and Conditions.  The term of Distributor’s appointment is at-will, is renewable annually on 30 days’ notice, and may be terminated by PUEBLO DE SABOR on 30 days’ notice at any time.  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. 

4.     If any dispute occurs related to PUEBLO DE SABOR, PUEBLO DE SABOR Products or Distributor’s rights to continue distributing PUEBLO DE SABOR Products, Distributor agrees that the same shall be resolved by arbitration in San Francisco under the Comprehensive Rules and Procedures of JAMS or its successor then in effect, and judgment upon the award rendered shall be final and binding on the parties.  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 statues 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 of them 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 San Francisco, to which jurisdiction the parties submit.   To the extent any dispute occurs related to PUEBLO DE SABOR, PUEBLO DE SABOR Products or Distributor’s rights to continue distributing PUEBLO DE SABOR Products addressed in or by a State or Federal Court, Distributor agrees that the prevailing party is entitled to attorneys’ fees and costs. 

5.     PUEBLO DE SABOR reserves the right to establish standards of re-sale for its Products that protect the brand image and value.  PUEBLO DE SABOR 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 California laws. PUEBLO DE SABOR also reserves the right to terminate sales to accounts that repeatedly use “lost leader” advertising on its products that damages the image or reputation of the brand. 

6.     These Terms and Conditions apply to any goods purchased from PUEBLO DE SABOR by Distributor; provided, however, these terms shall be subject to the terms of any mutually executed written Agreement between Distributor and PUEBLO DE SABOR.