Wholesale Purchase Agreement

1. Parties & Purpose

This Wholesale Purchase Agreement ("Agreement") is entered into by and between Cup Source, Inc. ("Seller"), a Delaware corporation with principal offices at 123 Brew Avenue, Portland, OR, and [Purchaser Legal Name] ("Buyer"), a [State] [Entity Type] with its principal place of business at [Buyer Address]. This Agreement governs the sale, delivery, and customization of beverage packaging products including but not limited to paper cups, takeaway bowls, lids, sleeves, and custom-branded drinkware.

2. Definitions

3. Order Process & Acceptance

1. Buyer shall submit Purchase Orders ("POs") via the Cup Source B2B portal or authorized email.
2. Cup Source retains sole discretion to accept or reject POs based on inventory, MOQ, and production capacity.
3. Orders are legally binding upon written confirmation from Cup Source, including order number, pricing, and estimated ship date.
4. Changes or cancellations require 72 hours written notice; late changes may incur restocking or rush fees.

4. Pricing & Payment Terms

Pricing is quoted in USD and based on volume tiers specified at time of order. Prices are firm for 30 days from quote date. Cup Source reserves the right to adjust pricing with 15 days written notice for future orders. Payment must be made via wire transfer, ACH, or approved credit line. Late payments incur a 1.5% monthly finance charge. Tax responsibility falls to Buyer unless a valid reseller certificate is provided.

5. Delivery & Shipping

All shipments are FOB Shipping Point. Risk of loss transfers to Buyer upon handover to the carrier. Standard lead time is 5–7 business days; rush production (3 days) incurs a 20% surcharge. Cup Source uses carriers such as FedEx Freight, UPS, and regional trucking. Delivery windows are estimates only. Delays due to customs, weather, or force majeure will not constitute breach.

6. Product Warranties & Compliance

Cup Source warrants that Products conform to specifications and applicable FDA, USDA, and FSC/PEFC certifications for food-safe materials. Custom Branding warranties cover print accuracy for the first production run only. Products are sold as-is for reuse, secondary coating, or repurposing. Cup Source disclaims implied warranties of merchantability or fitness for a particular purpose beyond express terms.

7. Intellectual Property & Custom Branding

1. Buyer retains all rights to provided artwork. Cup Source claims no ownership over Buyer-supplied branding.
2. Buyer warrants that all supplied materials are original, legally licensed, and do not infringe third-party IP rights.
3. Cup Source may charge a setup fee for custom die lines, plates, or digital proofs. Proofs are valid for 10 business days unless approved.
4. Upon full payment, Buyer may use Cup Source logos solely for fulfillment and business development purposes.

8. Liability & Indemnification

Cup Source's aggregate liability under this Agreement shall not exceed the total amount paid by Buyer for the specific Products giving rise to the claim. Neither party shall be liable for indirect, incidental, or consequential damages. Buyer agrees to indemnify and hold Cup Source harmless against claims arising from Buyer's use, storage, or modification of Products, including improper handling of hot/cold contents or failure to meet local health codes.

9. Term & Termination

This Agreement commences on the effective date and remains in force until terminated. Either party may terminate with 30 days written notice. Cup Source may suspend service for non-payment, breach, or regulatory issues. Upon termination, all outstanding invoices become immediately due. Confidential information and IP licenses survive termination.

10. Governing Law & Dispute Resolution

This Agreement is governed by the laws of the State of Delaware, USA, excluding conflict of law principles. Any disputes shall first be subject to good-faith negotiation, followed by mediation in Portland, OR. If unresolved, claims shall be heard in state or federal courts located in Multnomah County. The prevailing party in litigation is entitled to reasonable attorney fees.

11. Miscellaneous

• Force Majeure: Neither party liable for delays due to acts of God, war, strikes, or supply chain disruptions beyond reasonable control.
• Entire Agreement: Supersedes all prior discussions. Amendments require written execution by both parties.
• Assignment: Buyer may not assign this Agreement without prior written consent from Cup Source.
• Severability: If any provision is held invalid, the remainder stays in full effect.