Wholesale Terms & Conditions

1. Scope and eligibility

These terms govern every wholesale order placed through the Hudson Roastery website ("Hudson Roastery," "we," "us"). By placing an order at wholesale checkout, the business placing it ("Buyer") agrees to them.

Wholesale checkout is for businesses buying coffee and related products to resell or serve to customers, such as cafes, restaurants, grocers, offices and retailers. It is not for personal or household purchases. We may ask for proof of business status, such as a resale certificate or business license, before opening or keeping a wholesale account.

The person placing an order confirms they are authorized to bind the Buyer to these terms. If the Buyer has a separate written wholesale agreement with us, that agreement controls wherever it conflicts with these terms.

2. Orders, pricing and acceptance

An order is an offer to buy. It becomes a binding contract only when we confirm it by email or ship it, and we may decline or limit any order, including for stock shortages, suspected errors, or an unresolved balance on the Buyer's account.

Wholesale prices are those shown at checkout when the order is placed. Prices are in U.S. dollars, are exclusive of shipping, taxes and duties, and may change at any time without notice. A price change does not affect an order we have already confirmed.

If a product is listed at the wrong price because of a clear error, we may cancel the affected order or offer the Buyer the correct price before shipping. Product photos and descriptions are as accurate as we can make them, but packaging and labels may change between production runs.

3. Shipping and delivery

Shipping is a pass-through fee. It is not included in the product price, and Hudson Roastery does not mark it up. The actual shipping charge for each order, based on the carrier, service level, weight, packaging and destination, will be added to the Buyer's invoice as a separate line item.

Any shipping amount or estimate shown at checkout is provided for convenience only. The final amount is the carrier's actual charge for the shipment and is what appears on the invoice. If the Buyer arranges its own carrier or account for pickup or freight, the Buyer pays the carrier directly.

Ship dates and delivery windows are estimates, not guarantees. We are not liable for delays caused by carriers, weather, supply interruptions or other events outside our reasonable control.

Title and risk of loss pass to the Buyer when we hand the goods to the carrier. Delays and carrier damage are handled under Section 5.

4. Invoicing and payment

We invoice the Buyer for the products ordered, applicable taxes, and the shipping pass-through fee described in Section 3. Invoices are issued at the time of order and are payable within Net 30 days of the invoice date, unless we agree otherwise in writing. New accounts may be required to pay by card or in advance until they have an order history with us.

Payments must be made in U.S. dollars by the methods listed on the invoice. Amounts not paid when due may incur a late fee of 1.5% per month, or the highest rate the law allows if lower, plus reasonable costs of collection. We may pause shipments, withdraw credit terms or require prepayment on any account with an overdue balance.

The Buyer is responsible for all sales, use and similar taxes on its order unless it has given us a valid resale or exemption certificate. The Buyer must dispute any invoice item in writing within 15 days of the invoice date, and pay the undisputed portion on time.

5. Inspection, claims and returns

The Buyer must inspect each delivery on arrival. Report visible damage, shortages or incorrect items to us in writing, with photos, within 3 business days of delivery. Keep the packaging and, where possible, note damage with the carrier at the time of delivery. Claims made after that window may be refused.

Where a claim is valid, we will, at our option, replace the affected items, issue a credit, or refund the price of the affected items. For damage in transit, we may direct the Buyer to file a claim with the carrier, and will help with the paperwork.

Because coffee is a perishable food product, we do not accept returns of opened or undamaged product, or returns for change of mind. Nothing in this section limits the Buyer's rights if a product does not conform to our specifications or is defective.

6. Product, freshness and compliance

Natural products vary, so flavor, color and origin details can differ slightly between lots. We may substitute an equivalent product or a different lot if an item is unavailable, and will tell the Buyer when we do.

Products are packed in accordance with applicable food safety rules. The Buyer is responsible for storing product properly (cool, dry, sealed and away from light), for rotating stock, and for meeting the labeling, handling and food safety rules that apply to its own business once it takes delivery.

If we notify the Buyer of a recall or quality issue, the Buyer must act on our instructions promptly, including pulling affected product from sale.

7. Cancellations, changes and minimums

The Buyer may change or cancel an order without charge until 24 hours after it is placed. After that, custom, private-label and made-to-order items cannot be canceled, and other items may be canceled only with our written approval and subject to a restocking or cancellation fee.

8. Brand use and resale

Hudson Roastery names, logos, packaging designs and marketing materials remain our property. The Buyer may use them only to identify and promote our products as purchased from us, in a manner that is accurate and does not suggest a partnership, endorsement or ownership beyond a normal supplier relationship. We may withdraw this permission at any time.

The Buyer may resell our products in their original packaging. The Buyer may not alter, relabel, repackage or blend our products and sell them under the Hudson Roastery name without our written consent, and may not misrepresent roast dates, origin or quality.

9. Warranties, liability and indemnity

We warrant that products will be of merchantable quality and free from defects in materials and workmanship when they leave our facility. Except for that warranty, products are sold "as is," and we disclaim all other warranties, express or implied, to the extent the law allows, including any warranty of fitness for a particular purpose.

To the extent the law allows, our total liability arising from an order is limited to the amount the Buyer paid for the products in that order, excluding shipping and taxes. We are not liable for lost profits, lost sales, business interruption or any indirect, incidental or consequential damages, even if we were told they were possible.

The Buyer will defend and indemnify Hudson Roastery against third-party claims arising from the Buyer's handling, storage, preparation or resale of our products after delivery, its breach of these terms, or its misuse of our brand.

10. General

These terms are governed by the laws of the State of New York, without regard to its conflict-of-law rules. The parties will try to resolve any dispute informally first, and any lawsuit must be brought in the state or federal courts located in Columbia County, New York.

We may update these terms from time to time. The version in effect when an order is placed applies to that order, and continued use of wholesale checkout after an update means the Buyer accepts the new version. If a court finds any part of these terms unenforceable, the rest remain in effect. Our failure to enforce a term is not a waiver of it, and the Buyer may not assign its account or orders without our written consent.

Questions about these terms or an invoice can go to wholesale@hudsonroastery.com.