Contract Type- Forward Contract

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The contract between You (buyer) and Grounds Costa Rica (seller) is a 'forward contract' which specifies a deal between the two parties to buy and sell the green coffee beans at the specified future time and the price is agreed on at the time of this agreement. 

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Product Quantity and Quality

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The buyer agrees to purchase a specific quantity and quality depending on the product type which will be stipulated and described. This includes product code, variety, SCA score and technical specifications.

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Copyright/ Intellectual Property

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The seller commits to provide all the information and material necessary in order to support all buyer's marketing efforts. This includes pictures, technical information and the storytelling behind Gaia Artisan Coffee Farms.

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Packaging

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The coffee shall be packed in sound uniform grain pro or alike-quality bags and natural fibre bags suitable for the transport of coffee, i.e. sound bags which are in good order, woven from natural fibres, of sufficient strength to withstand transit and storage, previously unused, clean, suitable for food contact use and suitable to be packed in a 20’ general purpose container. 

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Quality Control

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The seller will hire at its own expense a third party to inspect the goods upon arrival at the Vollers Warehouse, port of Rotterdam. The purpose of this inspection by a Q-grader is to ensure no damage has been brought to the goods during transportation and that the quality promised in this agreement is fulfilled before handover to the buyer.

Where there is specific evidence that the coffee is unsound and/or there is a radical difference in quality, the buyers may seek an allowance or that the contract be discharged by invoicing back the coffee.

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Shipment

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Shipment of the goods from the port in Costa Rica will be made no more than 60 days after the acceptance of this agreement. The seller will actively communicate the definite shipment and arrival dates at the port of Rotterdam to the buyer in order to facilitate the buyer's planning.

The seller shall not be held responsible for a delay in shipment or delivery if they are able to prove circumstances of 'Force Majeure' and beyond their control.

Force 'Majeure Event' means any event that arises after the contract has been signed, is unpredictable, inevitable, beyond the Parties’ reasonable control and that objectively prevents one or both of them from performing their obligations, including, but not limited to, wars, insurrections, civil disturbances, interruption of transportation or communication services, major change to agricultural law or policy in the country of production, blockades, embargoes, strikes and other labour conflicts, riots, epidemics, earthquakes, storms, droughts, fires, floods, or other exceptionally adverse weather conditions, explosions, lightning, or acts of terrorism.

The seller will keep the buyers informed at all times about any undue delay; this duty being paramount so that that the buyer can take measures to protect themselves against the result of delay. 

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Delivery

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Once the coffee has arrived in Rotterdam and the Quality Control has been carried out, the buyer will be given the right to retrieve the goods. The goods at this point will be reweighed and customs cleared in order to be picked up. Transportation from the seller's partner warehouse, Vollers Rotterdam, can also be arranged at the expense of the buyer.

Vollers Rotterdam will be in charge of loading the goods into the truck, may this be your own or a hired transportation company's.

The Buyer shall collect the goods from the delivery point no longer than 14 working days after the official communication of the right to retrieve the goods. Any overtime will result in warehouse costs that will be transferred to the buyer.

May the buyer need storage of the goods for a longer period of time at the Vollers warehouse, transfer of the Vollers contract to the buyer can be arranged. From that moment on the storage will be invoiced directly to the buyer by the Vollers warehouse.

Declining to retrieve the goods 21 working days after the communication of right to retrieve the goods without an appropriate argument will entitle the seller to keep the goods and also any forward payments that have been made to that date.

The buyer shall weigh, sort, and inspect the goods at its own cost, no more than 48 hours after delivery at the delivery point. Where the buyer fails to inspect the goods, all risks and costs of spoilage of the goods occurring after delivery shall be borne by the buyer.

A tolerance of 3% in weight difference, shall be permitted if the difference is due to circumstances beyond the control of the sellers. Each of the parties can require the reweighing and taring (if appropriate) to be supervised provided they give notice to the other party in due time and bear the costs thereof. At this point the Vollers warehouse will have already have reweighed and approved the goods.

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Pricing and Payment

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The buyer shall make 50% of the payment before May 15, 2022 in order to secure the goods and the space in the container carrying the goods. The seller works on a first-come, first-serve basis. So we can only guarantee the availability of the goods once this first booking payment has been done.

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Payment shall be made via bank transfer to the seller's nominated account in euros:

Grounds Costa Rica

NL63 RABO 03652974 29

Chamber of Commerce: 80928099

VAT: NL003506191B06

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The remaining 50% will be paid once the coffee has arrived at the Vollers warehouse, customs have been cleared and quality control has been carried out. The seller will then communicate the right of retrieval of the goods for payment to be carried out before the goods are collected at the Vollers warehouse.

Failing to cancel the complete amount due to insolvency, bankruptcy or resolving to become the subject of liquidation or winding up proceedings or receivership or a moratorium or proceedings which are equivalent or corresponding thereto or a party fails to effect payment in accordance with the contract conditions, the seller will be entitled to keep the goods and the forward payments that have been made to that date.

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Loss or Damage

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Should the whole or part of the goods become damaged whilst at sellers' risk, the buyer shall have the option of accepting such whole or part with a fair allowance to be mutually agreed or decided by arbitration, or of rejecting such whole or part without replacement by the sellers. 

Should the whole or part of the goods become destroyed or lost whilst at sellers' risk, seller shall be entitled to suspend fulfilment of his obligations, or to entirely or partially dissolve or terminate the agreement, without incurring any liability for costs and/or damage. The buyer will be entitled to a refund.

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Failure to comply

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If force majeure impedes either party from complying with any obligation, seller shall be entitled to suspend fulfilment of his obligations up to the moment that force majeure has ceased to exist, or to entirely or partially dissolve or terminate the agreement, without incurring any liability for costs and/or damage.

If supplier (Gaia Coffee) should fail to fulfil any of its obligations, seller is entitled to suspend the performance of any of its obligations and/or to immediately dissolve or terminate the agreement without any consequence or liability for the seller. The buyer will be entitled to a refund.

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Confidentiality

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All information about the seller which has not been made public in some way and which supplier receives in connection with the agreement, is confidential and may not be passed on to third parties.

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Disputes

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The Parties affirm their intention to faithfully execute their respective obligations under this Agreement in accordance with the principles of good faith, reasonableness, efficacy, loyalty and fair dealing, and will at all times endeavour to preserve the spirit and intent of this Agreement by behaving consistently and cooperatively, and providing necessary information in a timely and transparent manner. Where a party declares the other party to be in default it shall, after having given notice when and as stipulated, have the right to claim discharge of the contract.

All legal relationships arising out of or in connection with the agreement and the delivery of the goods or these Conditions shall be governed exclusively by Dutch law with the exclusion of the Vienna Sales Convention (United Nations Convention on Contracts for the International Sale of Goods, 11 April 1980).

All disputes arising out of or in connection with the agreement, these Conditions and the delivery of the goods shall be exclusively decided by The Courts of Zeeland-West-Brabant, location Breda, which shall have jurisdiction to settle a dispute under this agreement.

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Acceptance of terms

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By accepting these terms below the parties are expected to fulfil their obligations under the agreement.