Terms of Service

This website is operated by Collaborative Coffee and Beverage. Throughout the Terms of Service, the terms “CoLab Coffee”, “we”, “us” and “our” refer to Collaborative Coffee and Beverage. Collaborative Coffee and Beverage offers this website, including all information, tools, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or engaging with the sites use, features, and submissions, you engage in our “Service” and agree to be bound by the following Terms of Service (“Terms and Conditions”, “Terms”, “Terms of Service”, “Agreement”), including those additional terms of Service and policies referenced herein and/or available by hyperlink. These Terms apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site under a provided login, the Partner agrees to be bound by these Terms of Service. If the Partner does not agree to all the Terms of Service of this agreement, access to key Partner information can and will be revoked. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the co-manufacturing site shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. You will be notified in a timely manner of any changes made to these Terms. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

SECTION 1 – GENERAL TERMS

Partner Brand is a company in the business of procuring, roasting, and/or selling coffee beans, cold brew coffee, and related products.

Partner Brand desires CoLab Coffee to roast, brew and/or package certain products identified on the Introductory Purchase order hereto and made a part hereof (the “Products”) to the specifications provided by Partner Brand and under the Terms of Service described below, for sale by Partner Brand under the trademarks and trade names owned by Partner Brand and identified on Exhibit B hereto and made a part hereof (the “Marks”).

CoLab Coffee desires to roast, brew and/or package the Products for Partner Brand by the terms and conditions described below.

NOW, THEREFORE, the parties hereto, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, hereby agree as follows:

SECTION 2 – MANUFACTURE OF PRODUCTS

CoLab Coffee shall manufacture, label, package, and store, at the location Partner Brand specifies, the Products set forth in the Purchase Orders made in accordance with good manufacturing practices prevailing in the industry and in strict compliance with the terms for this Terms of Service and the specifications, manufacturing process and quality control standards set forth in Exhibit C, as amended from time to time (the “Specifications”).

Partner Brand shall provide CoLab Coffee with all materials necessary for production, except for brewing equipment. Other materials can be supplied by CoLab Coffee and shall be agreed upon prior to initial production.

Partner Brand shall provide CoLab Coffee with a forecast and access to Partner’s inventory information. CoLab Coffee will schedule production. Partner Brand will order materials (i.e., Packaging) accordingly. Upon receipt of CoLab Coffee’s production schedule, Partner will issue a purchase order to CoLab Coffee. CoLab Coffee will produce the Products in the sizes and with the packaging specified, and shall label the Products with the Marks, using the labels specified by Partner Brand as provided in Section 5, below.

CoLab Coffee shall manufacture products within the scope specified by Partner Brand at the specifications listed on the Purchase Order submitted within the scope and guidelines laid out on the pricing and production summary sheet provided to the Partner Brand upon initial negotiation and at the request of Partner Brand. Product will be brewed based on the TDS specified, if no TDS is specified product will be produced at the standard TDS of 1.5 ± 0.3. Product will be brewed to the size specifications noted in the Purchase Order Form. If provided raw material (roasted coffee) does not match the lbs specified on the Purchase order and/or agreed upon quantity with CoLab Coffee, a $300 fee will be added to account for lost brew space.

Partner acknowledges that CoLab Coffee has and will continue to produce similar recipes and/or formulae for other customers. CoLab Coffee acknowledges that any use of a Partner's explicit product, recipe and/or formulae outside what is specified in the Terms of Service is forbidden.

SECTION 3 – ORDERS AND CANCELLATIONS

The parties acknowledge that all Products will be ordered in such minimum quantities specified for each Product on the Pricing Sheet and Purchase Order form by Partner Brand in writing on a Purchase Order form provided by CoLab Coffee.

Cancellations without charge may be made in writing by Partner Brand not less than 21 days prior to the date upon which CoLab Coffee is scheduled to manufacture the Products.

SECTION 4 – COMPENSATION

The price per can for each Product is set forth on the Pricing Sheet provided via this website and upon request. Shipping costs to the designated destinations are not included in the listed price but are able to be arranged on an agreed upon basis by Partner Brand. All Products shall be shipped and invoiced to Partner Brand as specified in the applicable purchase order. 

Payment for orders shall be net 15 days from the invoice date, unless otherwise agreed upon terms have been set. Invoices shall specify the Products purchased, the quantities, and lot numbers.

SECTION 5 - LABELING

Partner Brand hereby grants CoLab Coffee a limited, non-exclusive, non-transferable license as to the Marks for the purpose of allowing Manufacturer to perform its obligations under these Terms of Service.

Partner Brand shall be responsible for ensuring compliance with the labeling requirements of the Federal Food, Drug, and Cosmetic Act and other applicable federal and state food labeling laws and regulations.

Partner Brand shall be responsible for ordering adequate supplies of labels and other packaging materials based on forecasts as provided by Partner Brand to CoLab Coffee. Prior to placing any order for labels or packaging materials, Partner Brand shall deliver to CoLab Coffee a recommendation as to the quantity of packaging to be ordered based on forecasts as provided by Partner Brand for Partner Brand’s approval or modification. CoLab Coffee shall not place any order for labels or packaging material (with exception of brite/blank cans to be labeled by canning partner). Partner Brand shall be responsible for any unused labels or packaging materials due to marketing formulation changes, product underperformance or item discontinuation.

Partner Brand shall apply for and obtain, at Partner Brand’s cost, UPC Codes for labeling of the Products with the Marks. Partner shall include the UPC on the provided labels to be applied on the Products by canning partner.

SECTION 6 – DISCLAIMER OF WARRANTIES

CoLab Coffee hereby represents to Partner Brand that:

  1. CoLab Coffee has the full legal right, power, and authority to enter into this Agreement.
  1. This Agreement is the legal, valid, and binding obligation of CoLab Coffee, enforceable against CoLab Coffee in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws of general application or by general principles of equity. All manufacturing and packaging of the Products shall be conducted in a clean and sanitary environment.
  1. CoLab Coffee shall submit to Partner Brand such quality control records and reports as are reasonably requested by Partner Brand. CoLab Coffee shall send production samples to Partner Brand upon request at any time and at Partner Brand’s cost.

Partner Brand hereby represents to CoLab Coffee that:

  1. Partner Brand has the full legal right, power, and authority to enter into this Agreement.
  1. Partner Brand is the exclusive owner of the Marks, it has the right to grant the non-exclusive license described above, it has not granted or agreed to grant any assignment, license, right or privilege which conflicts with the express provisions of this Agreement.
  1. These Terms of Service are the legal, valid, and binding obligation of Partner Brand, enforceable against Partner Brand in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws of general application or by general principles of equity.
  1. The acceptance of these Terms of Service by Partner Brand and the performance by Partner Brand of all of Partner Brand’s obligations under this Agreement will not breach any agreement to which Partner Brand is a party, or give any person the right to accelerate any obligation of Partner Brand; violate any law, judgment, or order to which Partner Brand is subject; or require the consent, authorization, or approval of any person, including but not limited to any governmental body.

SECTION 7 – LIMITATION OF LIABILITY

With respect to any and all claims related to the packaging of the Products, Partner Brand’s damages shall be limited to an amount equal to Partner Brand’s replacement cost or $30 per case, whichever is less. Partner Brand hereby specifically disclaims all incidental, consequential, indirect, special, or punitive damages, including claims for lost profits.

NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES OR LOST PROFITS WITH RESPECT TO THIS AGREEMENT. COLAB COFFEE'S LIABILITY TO PARTNER BRAND FOR ANY CLAIMS RELATED TO MANUFACTURING THE PRODUCTS SHALL BE LIMITED TO AN AMOUNT EQUAL TO PARTNER BRAND’S REPLACEMENT COST OR $___ PER CASE, WHICHEVER IS LESS.

SECTION 8 – SEVERABILITY AND TERMINATION

In the event that any provision of these Terms of Service is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

CoLab Coffee may terminate this Agreement immediately:

  1. If Partner Brand fails to make any payment due under this Agreement and such nonpayment continues ten (10) days after written notice from CoLab Coffee that any payment due hereunder is more than thirty (30) days late.
  1. If Partner Brand fails to perform any other obligation under this Agreement within fifteen (15) days of notice from CoLab Coffee specifying such failure, or if such failure cannot be cured with such 15-day period, then Partner Brand shall not be in default hereunder so long as Partner Brand commences cure within such 15-day period; or
  1. If Partner Brand becomes insolvent, a receiver is appointed to the possession of all or substantially all of Partner Brand’s property, Partner Brand makes a general assignment for the benefit of creditors or files a voluntary petition in bankruptcy, or Partner Brand is the subject of an involuntary petition in bankruptcy and such involuntary petition is not dismissed within one hundred twenty (120) days of filing.

Following any termination:

  1. Partner Brand shall take delivery of all finished Products previously identified to this Agreement by CoLab Coffee and shall pay for the same in accordance with this Agreement. Partner Brand shall have the right to sell all remaining stock of Products in Partner Brand’s possession.
  1. Partner Brand shall reimburse CoLab Coffee for its actual cost for any unused raw materials or ingredients ordered specifically for Products manufactured solely for Partner Brand, to the extent that such raw materials or ingredients are not otherwise used by CoLab Coffee in its operations.

SECTION 9 – MISCELLANEOUS

Relationship of Parties. CoLab Coffee and Partner Brand are independent contractors for the purpose of this Agreement. Neither the execution, delivery nor performance of this Agreement will be construed to constitute either party as an agent or representative of the other for any purpose. Neither the execution, delivery nor performance of this Agreement will be deemed to establish a joint venture or partnership between the Parties. Except as otherwise provided herein, neither Party has the authority to (i) bind the other Party by or to any contract, representation, understanding, act or deed, (ii) represent that either Party is an agent of the other Party, or (iii) represent that either Party is responsible for the acts or omissions of the other Party.

Impossibility. The Parties shall not be responsible for any failure to perform due to unforeseen circumstances or causes beyond their reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fires, floods, accidents, strikes, pandemics, and government ordered shutdowns or restrictions associated therewith, or shortages of transportation, facilities, fuel, energy, labor, or materials. In the event of any such delay, the Parties may defer performance hereunder for a period equal to the time of such delay.

Waiver. The temporary, limited, or specific waiver of any term, provision, or condition, or provision of this Agreement or a breach thereof will not be considered a waiver of any other term, provision, or condition, or of any subsequent breach of the same term, provision, or condition.

Entire ToS. These Terms of Service embodies the entire understanding of the Parties and shall supersede all previous communications, representations, or understandings either oral or written between the Parties relating to the subject matter hereof.

Assignability. This Agreement shall be binding upon and be for the benefit of the Parties and their legal representatives, successors, and assigns. Neither party may assign this Agreement without the prior written consent of the other.

Choice of Laws. These Terms of Service shall be interpreted and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to choice of law rules. The Parties consent to jurisdiction and venue in the state and federal courts located in or servicing Montgomery County, Pennsylvania.

Notice. All notices, bills and payments shall be made in writing conventionally or electronically and may be given by electronic delivery, personal delivery, via overnight courier requiring a signature for delivery, or by certified or registered mail, return receipt requested. Notices, bills, and payments sent by mail should include a return address and be addressed as follows:

CoLab Coffee

c/o Matt Adams 

408 W. Main Street 

Lansdale, PA 19446

Construction. Section headings are included for convenience but shall not form a part of the Agreement or affect the interpretation of any part hereof. The word “including” is used in this Agreement in a non-exclusive sense and, unless otherwise expressly set forth, shall be interpreted as being illustrative, not limiting.

Signatures. This Terms of Service may be signed in counterparts. A fax or email transmission of a signature page will be considered an original signature page. At the request of a party, the other party will confirm a fax or email signature page by delivering an original signature page to the requesting party