Supreme Corq Inc.

The following terms and conditions apply to all goods (“Goods”) sold, delivered or deliverable by Supreme Corq, LLC, its agents, distributors and subsidiaries (“Supreme Corq”) to its customer (“Buyer”), except to the extent modified in writing by Supreme Corq in its Sales Confirmation form.

The order shall be shipped F.O.B. Supreme Corq’s plant in Kent, Washington, and, unless Buyer specifies otherwise in writing, Supreme Corq will select routing and carriers.
Title to the Goods and risk of damage, loss or destruction shall pass to the Buyer at the time and place of delivery of the Goods to the carrier.
Buyer shall bear all costs incurred in connection with any special packaging or shipping requests or instructions it may make.
Each shipment or delivery shall constitute a separate sale and the default in any shipment or delivery shall not violate the contract as to other shipments or deliveries.

2. TAXES/DUTIES. Supreme Corq and Buyer shall each be liable for and pay the taxes and duties imposed upon them respectively by governmental bodies having jurisdiction upon the manufacture, sale, use or other activity in respect to the Goods. If Supreme Corq has prepaid any such duties or taxes for the benefit of the Buyer, including any VAT, Buyer shall reimburse Supreme Corq in full.

3. PATENT. Buyer acknowledges that Supreme Corq’s materials; manufacturing processes and finished Goods are unique, highly valuable and protected by various patents and trade secret. Buyer shall not in any way, directly or indirectly, disclose, share, reverse-engineer, or analyze Supreme Corq’s Goods without, in each instance, the prior express written consent of Supreme Corq. Buyer’s breach of this provision shall subject it to injunction, specific performance, and/or damages, including incidental and consequential damages, costs and reasonable attorneys’ fees.

4. EXCUSED PERFORMANCE. Supreme Corq shall not be liable for failure to perform if such failure shall be due to fire or to shortage of raw materials, strikes, lockouts, public enemy, Act of God, civil disturbance, war, or any other cause beyond Supreme Corq’s control.

5. LATE PAYMENTS. Accounts not paid by their due dates will be assessed each month a late payment penalty equal to one percent of the past-due amount .

6. WARRANTIES. Supreme Corq’s warranty obligations are fully described herein, and Supreme Corq expressly disclaims any warranty undertaking or obligation other than those described as follows, resort to which shall be Buyer’s sole and exclusive remedy:

Supreme Corq warrants to Buyer, as provided herein, that the Goods shipped are free from defects in material and workmanship.
If the Goods shipped have defects in material or workmanship, Supreme Corq shall replace the defective Goods, provided that:
Buyer has returned all allegedly defective Goods for which a claim is being made to Supreme Corq within 90 days of the date of original delivery by Supreme Corq and Supreme Corq has had a reasonable amount of time to investigate each claim;
The Goods were not damaged after Supreme Corq delivered them to the carrier;
The Goods were not used or stored after Supreme Corq delivered them to the carrier in an environment which may have affected the integrity, performance, safety or reliability of the Goods;
Buyer, winemaker, distiller and the bottler have not deviated from using good industry practices consistent with the standards of the industry in their geographic region;
Buyer, winemaker, distiller and the bottler have demonstrated and complied with a sufficient and reasonable quality control process in handling the Goods; and
Supreme Corq has received from the Buyer, winemaker, distiller and/or bottler such claim, quality assurance and testing information about the wine/spirit bottling and storage conditions as Supreme Corq may reasonably request under the circumstances.
Supreme Corq’s obligations in the event of any breach of the warranties stated above shall be limited to replacement of the defective Goods. SUPREME CORQ SHALL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING THOSE FOR LOST OPPORTUNITY OR LOSS OF INCOME.

SUPREME CORQ DISCLAIMS AND MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DETERMINATION OF THE SUITABILITY OF THE PRODUCT IS THE SOLE RESPONSIBILITY OF BUYER. SUPREME CORQ THEREFORE ADVISES BUYERS, WINEMAKERS AND BOTTLERS TO CONDUCT THEIR OWN TESTING TO DETERMINE THE SAFETY AND SUITABILITY OF THE GOODS FOR THEIR OWN PURPOSES.
THE FOREGOING WARRANTIES AND REMEDIES FOR THEIR BREACH ARE SUPREME CORQ’S SOLE AND EXCLUSIVE WARRANTY OBLIGATIONS, BOTH EXPRESS AND IMPLIED, WITH RESPECT TO ITS SALE OF ITS GOODS.
Supreme Corq’s breach of its warranty obligations under any sale of Goods shall not provide a basis for termination or rescission of the agreement of sale.

7. INTEGRATION, MODIFICATION AND WAIVER. The terms and conditions of this order and any agreement or document specifically referred to herein constitute the complete and exclusive agreement of the parties with respect to the matters set forth herein. These terms may not be modified except upon written agreement of the parties. The failure of either party to comply strictly with the terms and conditions of this order shall not constitute a waiver of the right to insist on strict compliance in the future.

8. APPLICABLE LAW, ARBITRATION, ATTORNEYS FEES. This contract shall be interpreted and enforced according to the laws of the State of Washington. The venue for resolving any disputes between Supreme Corq and Buyer shall be in King County, Washington, and Buyer hereby consents to that venue and to the exclusive jurisdiction over Buyer of courts or arbitrators sitting in King County, Washington, for that purpose. At the option and election of Supreme Corq, any differences arising between the parties regarding this order or its Goods shall be settled by arbitration in the City of Seattle, Washington. The arbitration shall be governed by the rules of commercial litigation of the American Arbitration Association. The substantially prevailing party in such arbitration shall be entitled to its costs and reasonable attorneys fees as additional damages.

GENERAL TERMS AND CONDITIONS OF SALE