TERMS & CONDITIONS

The Barrel Mill Sales Terms & Conditions

This Agreement is between you as the Buyer and The Barrel Mill (“TBM”) and it sets forth the terms and conditions under which you agree to purchase the products/services set forth in TBM Order.

THIS IS A CONTRACT. PLEASE READ THESE TERMS CAREFULLY.

1) Binding Contract: Any Sales Order or invoice from TBM relating to the sale of goods (herein referred to as the “Goods”) will become a binding contract and subject to the conditions set forth herein and therein when Buyer accepts any shipment of the Goods. The Purchase Order/invoice will be subject to the terms and conditions set forth herein and no others unless there is a signed overriding agreement between the parties. Any additional or different terms or conditions proposed by Buyer are hereby rejected.

2) Complete Agreement: This contract and sale to Buyer is limited to and conditioned on Buyer’s assent to the terms and conditions of this Agreement. The terms and conditions in this Agreement constitute the complete agreement of the parties, are a complete and exclusive statement of the terms of that agreement and supersede any previous or contemporaneous communications, representations or agreement, whether oral or written, with respect to the Goods.

3) Price Revision: Unless otherwise expressly stated by TBM, prices are subject to revision without notice. Goods will be supplied and invoiced at the prices in effect at the time of shipment. If any price revision is not accepted, TBM, without liability and at its opinion, may either continue to supply Buyer at the contract price and terms then in effect or terminate this contract, either in its entirety or with respect to future shipments of the Goods affected, as of the effective date of the price revision or any later date by so notifying Buyer in writing. All prices are in US Dollars.

4) Credit: Whenever TBM, in its sole judgment, has any doubt as to Buyer’s creditworthiness or financial responsibility, TBM may require payment in cash in advance of shipment.

5) Return Policy: Unused and unaltered items may be eligible for return within 30 days of sale. Stock items without customization will be subject to a 10% restocking fee. Oak barrels with customizations (i.e. laser, stencil, etc.) will be subject to a 20% restocking fee. Custom display items are ineligible for return.

6) Payment Terms: Payment terms are as agreed between TBM and Buyer in writing for each order of Goods.

7) Inspection: Buyer will examine each shipment upon its arrival at Buyer’s facilities and will promptly notify TBM in writing of any shortage, loss, or damage apparent under reasonable examination. Failure by Buyer to annotate discrepancy on the shipping documentation (i.e. BOL) and forward such notification to TBM within 48 hours after arrival will constitute an absolute and unconditional waiver of all claims for any such shortage, loss, or damage.

8) Assumption of Risk: Buyer assumes all risk and liability whatsoever for any and all injuries (including death), losses or damage to persons or property or otherwise resulting from the possession, handling, storage, transportation, use or other disposition of Goods sold, whether used alone or in connection with other goods or equipment.

9) Limitations of Remedies: TBM MAKES NO WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING ANY LIABILITY ARISING UNDER ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IMPLIED, STATUTORY OR OTHERWISE. IN NO EVENT WILL TBM BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, WHETHER RESULTING FROM THE USE, MISUSE OR INABILITY TO USE THIS PRODUCT OR FROM DEFECTS IN THE PRODUCT. IN ADDITION, TBM WILL NOT BE LIABLE FOR BUYER’S OR ANY THIRD PARTY’S SOFTWARE, FIRMWARE, INFORMATION, OR MEMORY DATA CONTAINED IN, SORTED ON, OR INTEGRATED WITH ANY PRODUCT. TBM AND ITS SUPPLIERS RESERVE THE RIGHT TO MAKE CORRECTIONS, MODIFICATIONS, ENHANCEMENTS, IMPROVEMENTS AND OTHER CHANGES TO ITS PRODUCTS, PROGRAMS AND SERVICES AT ANY TIME OR TO DISCONTINUE ANY PRODUCTS, PROGRAMS, OR SERVICES WITHOUT NOTICE. IN NO EVENT WILL ANY RECOVERY AGAINST TBM EXCEED THE ACTUAL PRICE PAID FOR THE PURCHASE OF THE PRODUCT.

10) Limitation on Actions: Waiver of Jury Trial; Arbitration YOU AND WE AGREE TO ARBITRATE ANY AND ALL DISPUTES AND CLAIMS INCLUDING, BUT NOT LIMITED TO, CLAIMS BASED ON OR ARISING FROM ANY ALLEGED TORT, OR ARISING OUT The Barrel Mill Sales Terms & Conditions 49245331v1 OF OR RELATING TO AGREEMENT EXCEPT FOR THE COLLECTION OF MONIES OWED BY YOU TO US UNDER THIS AGREEMENT.

A. Arbitration of any dispute or claim EXCEPT for collection of past due accounts will be conducted in accordance with the rules of the American Arbitration Association (“AAA”). The AAA rules and fee information are available from the AAA upon request. YOU ARE RESPONSIBLE FOR THE PAYMENT OF ALL OF YOUR COSTS AND EXPENSES IN CONNECTION WITH THE ARBITRATION, INCLUDING THE FILING FEE AND YOUR COST OF TRAVELING TO THE ARBITRATION SITE. You and we acknowledge this Agreement evidences a transaction in interstate commerce and the Federal Arbitration Act will govern interpretation and enforcement of, and proceeding pursuant to, this or a prior agreement. UNLESS YOU AND WE AGREE OTHERWISE IN WRITING, THE LOCATION OF THE ARBITRATION WILL BE IN THE STATE OF MINNESOTA.

B. Except where prohibited by law, you and we agree that no arbitrator has authority to (1) award relief in excess of what this Agreement provides, (2) award punitive damages or any other damages not measured by prevailing party’s actual damages, nor permitted by this Agreement, or (3) order consolidation or class arbitration. The Arbitrator must give effect to the limitations on our liability as set forth in this Agreement. You agree that you and we are each waiving our respective rights of a trial by jury and you acknowledge that arbitration is final and binding and subject only to very limited review by a court. This arbitration provision does not apply to the collection of past due amounts owed by you to us. Both parties hereby agree that no suit or action that relates in any way to this Agreement (whether based upon contract, negligence or otherwise) will be brought against the other more than one (1) year after the accrual of the cause of action. In addition, if arbitration is not available, both parties hereby waive any rights to a jury trial in any judicial action by either party which relates in any way to this Agreement, whether based upon contract, negligence or otherwise. 

 

11) Indemnification: Buyer will release, defend, indemnify and hold TBM and its assignees, agents, employees, attorneys, subsidiaries, affiliates and parent companies harmless from and against any and all claims or liability relating to design, installation, or operation of the Goods and the performance of any service covered by this Agreement, including payment of all damages, expenses, costs and attorney’s fees, whether such claims or liability be based upon negligence, warranty or strict product liability on our part, or on the part of our assignees, agents, employees, subsidiaries, affiliates or parent companies. You will indemnify, defend and hold us harmless, and our assignees, agents, employees, subsidiaries, affiliates and parent companies from and against all claims, lawsuits and losses that claim loss sustained by parties or entities other than parties to this Agreement. This provision will apply to all claims, lawsuits or damages caused by our negligent performance whether active or passive and to all claims based on defects in design, installation, maintenance, monitoring, operation or non-operation of the Goods, whether those claims be based upon negligence, gross negligence, warranty, or strict products liability on our part, or on the part of our assignees, agents, employees, subsidiaries, affiliates and parent companies.

12) Notices: Notices are considered delivered when we send them by email or fax to any email address or fax number you’ve provided to us, or three (3) days after mailing to the most current billing address we have on file for you.

13) Choice of Law/Venue/Jurisdiction: This Agreement will be governed by the laws of the State of Minnesota, without reference to conflicts of laws rules, and that any action arising out of this Agreement must be brought in the federal or state courts located in and for the state of Minnesota.

14) Severability/Waiver: If a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, that provision will be null and void to the extent determined by the court; however, each remaining provision in the entire Agreement will continue to be valid and enforceable. A waiver of any part of this Agreement in one instance isn’t a waiver of any other part or any other instance.

Let’s Make Our Mark Together.

We know what makes a good barrel, you know what makes a good spirit.

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