Appendix C - Wholesale Program Terms & Conditions

Effective Date: March 17, 2026

Section 1 – General Wholesale Terms & Conditions

These Terms & Conditions (“Terms”) apply to all wholesale purchases from Makeworth Coffee Roasters (“Makeworth”). Additional terms apply to Brand Partner relationships as described in Section 2 below, where applicable.

1.1 Program Participation

The Makeworth Wholesale Program is open to cafés, restaurants, and other verified business entities (“Partners”).
Participation is month-to-month; either party may end participation with 30 days’ written notice.
Partners must maintain accurate business and payment information in their account.
All orders are prepaid at checkout; Makeworth does not extend credit or offer net payment terms.

1.2 Pricing, Discounts & Perks

Current wholesale pricing, volume-based discounts, and partner perks are published on the Makeworth Wholesale Portal. These may be updated from time to time.
Makeworth will provide at least 30 days’ notice of any material change. Continued ordering after the notice period constitutes acceptance of the updated Terms.
All pricing is exclusive of taxes and shipping.
Discounts apply only to eligible products as specified on the Wholesale Portal.

1.3 Orders & Fulfillment

Orders are placed through the Wholesale Portal and processed once payment is received. In extenuating circumstances, Partners may request in writing that Makeworth modify an existing order or place one on their behalf; such requests, if honored by Makeworth, may result in an ‘unpaid’ or invoiced amount that must be paid per the terms of the invoice.
Shipping times may vary. Makeworth is not liable for delays caused by carriers, weather, supply shortages, or other circumstances beyond its control.
Title and risk of loss transfer to the Partner when Makeworth delivers the order to the carrier.

1.4 Returns & Quality Claims

Because coffee is a perishable product, all sales are final.
Makeworth will replace or credit any product that arrives damaged, defective, or incorrect if notified within seven (7) days of delivery.
Flavor variations inherent to agricultural products and normal roast variation do not constitute a defect.
Makeworth is not responsible for issues caused by improper storage, handling, or brewing after delivery.
Makeworth does not accept return shipments. If a Partner initiates or causes a return shipment and Makeworth is charged by a carrier or third party for such return, Partner agrees that those charges will be passed through and are due upon invoice.
Additional procedures, requirements, and guidelines for replacements, credits, shipping issues, and quality claims are set forth in Makeworth’s Returns & Replacements Policy, which is incorporated into and forms part of these Terms, as may be updated from time to time.

1.5 Retail Product Credits & Incentives

Retail product credits and other promotional incentives are described on the Wholesale Portal.
Credits have no cash value, are non-transferable, and must be used in the month issued; unused credits expire automatically.
Optional incentives (for example, retail display participation) require compliance with Makeworth’s display guidelines and verification procedures.

1.6 Tier Eligibility & Review

Tier placement is based on the Partner’s trailing 90-day average purchase volume.
Makeworth reviews tiers monthly and may adjust discounts accordingly.
Partners entering at a higher tier based on an initial volume commitment will be reviewed after 90 days.
Partners who fall below their tier volume have one month to restore eligibility before being moved to a lower tier.

1.7 Product Quality & Equipment Damage

Makeworth takes commercially reasonable steps to ensure its roasted coffee is free from foreign materials and roasted to consistent quality standards.
Due to the agricultural nature of coffee, occasional natural debris may occur. Partners agree to visually inspect coffee before use.
Liability for any claim related to product quality is limited to replacement of the affected product or refund of its purchase price.
Makeworth shall not be liable for equipment damage, repair costs, loss of use, or consequential damages arising from the use of its products.

1.8 Use of the Makeworth Brand

Partners may identify themselves as a “Makeworth Wholesale Partner” only while actively participating in the program.
Use of Makeworth’s name, logo, or imagery requires written approval and adherence to brand guidelines.
Partners may not repackage, relabel, or modify Makeworth-branded coffee for resale without written consent.

1.9 Communications & Notice

All official notices, requests, and communications to Makeworth Coffee Roasters under these Terms must be sent to wholesale-orders@makeworthcoffee.com (for orders and replacements) or wholesale@makeworthcoffee.com (for program inquiries).
Makeworth may contact the Partner using the email address, phone number, or mailing address on file in the Partner’s wholesale account.
Notices are deemed received:
by email, when sent without bounce or error message;
by mail, five (5) business days after posting; or
through the Makeworth Wholesale Portal, when the Partner next logs in.
Makeworth may also issue operational updates (e.g., changes to pricing, tiers, or policies) through its Wholesale Portal or by email. Such communications constitute official notice under these Terms.

1.10 Confidentiality

All pricing, discounts, and program details are confidential.
Partners may not share or publicly disclose this information without Makeworth’s written permission.

1.11 Indemnification

Partner agrees to indemnify and hold harmless Makeworth Coffee Roasters, its owners, and employees from any claims, damages, or expenses (including reasonable attorney fees) arising out of:

The Partner’s resale, marketing, or use of Makeworth products;
Violation of applicable laws or third-party rights; or
Unauthorized use of Makeworth’s name or materials.

1.12 Limitation of Liability

Makeworth’s total liability for any claim shall not exceed the amount paid by Partner for the specific order giving rise to that claim.
Makeworth is not liable for lost profits, loss of business, or any indirect, incidental, or consequential damages.

1.13 Termination

Either party may terminate participation with 30 days’ notice.
Makeworth may terminate immediately for cause, including non-payment, fraud, or misuse of brand assets.
Upon termination, all unused credits or discounts are void.
Partners who exit without notice may be ineligible to re-enroll for six months.

1.14 Force Majeure

Makeworth is not liable for delays or failures caused by events beyond its reasonable control, including natural disasters, supplier shortages, pandemics, transportation disruptions, or labor disputes.

1.15 Dispute Resolution

Any dispute arising out of or related to this Agreement shall first be submitted to non-binding mediation in Whatcom County, Washington.

If not resolved within 30 days of a mediation demand, the dispute shall be finally resolved by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association (AAA) by a single arbitrator in Whatcom County, Washington.

Judgment on the award may be entered in any court of competent jurisdiction.

Both parties waive the right to participate in any class, collective, or representative proceeding.

1.16 Governing Law

This Agreement is governed by the laws of the State of Washington without regard to conflict-of-law principles.

1.17 Entire Agreement

These Terms & Conditions represent the entire understanding between Makeworth Coffee Roasters and the Partner regarding the Wholesale Program and supersede all prior communications.

The Brand Partner Supplementary Terms set forth in Section 2 supplement, and do not modify, these Terms unless expressly stated.

Section 2 – Brand Partner Supplementary Terms (Conditional Application)

This Section applies only to Partners participating in Makeworth’s Brand Partner Program, including any co-branded or white-label coffee offerings (“Brand Partner Products”). By purchasing Brand Partner Products, Partner agrees to these additional terms.

For the avoidance of doubt, these terms apply automatically to any order that includes Brand Partner Products, whether or not separately acknowledged.

2.1 Program Overview

The Brand Partner Program provides Partners access to select Makeworth-produced coffees that can be marketed and sold under either:

Co-Branded Packaging, featuring both the Partner and Makeworth names, or
White-Label Packaging, featuring the Partner’s branding only.

Participation in this Program allows Partners to extend their brand with high-quality, consistent coffees, while Makeworth maintains control of sourcing, roasting, and quality standards.

2.2 Eligibility and Enrollment

To participate:

Partner must maintain an active wholesale account in good standing.
Partner must agree to these Supplemental Terms and comply with all packaging and design approval requirements.
Makeworth reserves the right to approve, deny, or discontinue any Brand Partner relationship at its sole discretion.

2.3 Product and Recipe Ownership

All coffee blends, roast profiles, and recipes remain the exclusive intellectual property of Makeworth Coffee Roasters.
Makeworth may adjust blend components, origins, or roast profiles as needed to maintain consistency, availability, and quality.
Partner acknowledges that coffee may vary slightly due to agricultural and seasonal differences.

2.4 Packaging and Design

Co-Branded Partners

Makeworth provides standard retail and wholesale product form factor (bags or boxes).
Partner may supply artwork for custom inserts (retail) and/or co-branded stickers (wholesale).
Partner pays a one-time setup fee for design, print preparation, and initial production.
Any future design changes are subject to a reasonable change fee.
Makeworth retains ownership of unused co-branded inserts or stickers.

White-Label Partners

Partner may either:

Supply their own fully printed packaging at their cost and risk, subject to Makeworth’s pre-approval of packaging specifications; or
Pay a setup fee for Makeworth to prepare and print Partner-branded stickers applied to Makeworth-supplied bags.

Partner is responsible for all custom stickers and packaging costs.
Partner retains ownership of any unused custom materials if they leave the Program, provided they retrieve them within 30 days at their expense.

General Requirements

Partner warrants that it owns or has the necessary rights to use any supplied artwork, designs, or trademarks.
Partner agrees to indemnify and hold harmless Makeworth Coffee Roasters from any third-party claims relating to such artwork.
Makeworth must approve all designs before production and may reject any design inconsistent with Makeworth’s operational, quality, or brand standards.

2.5 Pricing and Payment

Co-Branded and White-Label coffees are priced separately from standard Makeworth offerings and reflect Program-specific setup and handling costs.
All payments follow the same terms as defined in the Wholesale Terms.
Partners purchasing these coffees are still eligible for volume-based tier discounts under the Wholesale Program.

2.6 Minimum Order Quantities (MOQs)

Brand Partner products are subject to minimum order quantities determined by packaging type and production efficiency.
Makeworth may batch-roast or pre-produce coffee to meet those MOQs and reserves the right to round orders up to the nearest batch size.

2.7 Quality & Consistency

Makeworth uses commercial-grade processes to ensure quality and consistency but cannot guarantee identical outcomes across batches due to agricultural variation.
Partner agrees that reasonable variations do not constitute a defect.

2.12 Shipping & Fulfillment Restrictions

Makeworth fulfills Brand Partner Product orders to business addresses associated with the Partner’s account. Except as provided in Section 3, the Brand Partner Program is not a drop-ship or direct-to-consumer fulfillment service.
If Partner requests shipment to a third-party or end-customer address, Partner is responsible for arranging and paying for such shipment. Makeworth has no obligation to fulfill or manage direct-to-consumer deliveries on behalf of the Partner.
Title and risk of loss for Brand Partner Products transfer to the Partner in accordance with Section 1.3, regardless of the final delivery destination.

2.8 Unused or Discontinued Materials

Co-Branded materials (inserts, stickers) remain Makeworth property and may not be used by Partner after Program termination.
White-Label materials provided by Partner may be reclaimed within 30 days at Partner’s expense; after that, Makeworth may dispose of them.

2.9 Termination

Either party may terminate participation in the Program with 30 days’ written notice.
Makeworth may terminate immediately if the Partner breaches these Terms, fails to pay, or misuses Makeworth’s name or intellectual property.
Upon termination:
All outstanding invoices become immediately due.
Partner must cease using Makeworth-related materials.
Makeworth is not obligated to refund any setup fees or prepaid design costs.

2.10 Limitation of Liability

Makeworth’s total liability for any claim under these Supplemental Terms is limited to the total fees paid by Partner for the affected product batch.

Makeworth is not liable for indirect, incidental, or consequential damages, including lost profits or reputational harm.

This limitation is in addition to, and not in lieu of, the limitations set forth in Section 1.12.

2.11 Governing Law and Dispute Resolution

These Terms follow the same governing law and dispute resolution provisions as Makeworth’s General Wholesale Terms in Section 1.

Section 3 – Drop-Ship Fulfillment Supplementary Terms (Conditional Application)

This Section applies only where Makeworth agrees to fulfill orders on behalf of a Partner directly to the Partner’s customer or designated third-party recipient (“Drop-Ship Orders”). By submitting or requesting a Drop-Ship Order, Partner agrees to these additional terms.

3.1 Applicability

These terms apply solely to Drop-Ship Orders. All other orders remain governed by Section 1, and Section 2 where applicable.

3.2 Supplemental Nature

These terms supplement, and do not replace, the General Wholesale Terms & Conditions set forth in Section 1.

3.3 Order of Precedence

In the event of a conflict between this Section 3 and other Sections of these Terms, this Section 3 shall control with respect to Drop-Ship Orders.

3.4 Role of Makeworth

Makeworth acts solely as a fulfillment provider on behalf of the Partner. Makeworth is not the seller of record to the end customer and does not assume any direct relationship with the end customer.

3.5 Customer Relationship

Partner is solely responsible for all aspects of its relationship with its customer, including:

marketing, sales, and representations;
pricing and payment collection (if applicable);
customer service and communications;
handling complaints, returns, or disputes.

Makeworth has no obligation to communicate with or support the end customer.

3.6 Shipping & Delivery

Makeworth will ship Drop-Ship Orders using its standard carriers and methods unless otherwise agreed in writing.

Delivery timelines are estimates only and are not guaranteed.

Title and risk of loss transfer to the Partner when the order is delivered to the carrier, regardless of the final delivery destination.

3.7 Failed Delivery, Returns, and Chargebacks

Makeworth does not accept return shipments.

If a Drop-Ship Order is refused, undeliverable, or returned for any reason, Partner remains responsible for:

all shipping costs (including return shipping and re-delivery);
any carrier fees or surcharges;
the full cost of the product.

Any charges incurred by Makeworth related to failed delivery or return shipments will be passed through to Partner and are due upon invoice.

3.8 Product Issues

Makeworth’s responsibility for product defects or order errors is limited to replacement or refund as described in Section 1.4.

Partner is responsible for managing all customer-facing resolution and communication.

3.9 Branding & Packaging

Makeworth may fulfill Drop-Ship Orders using standard Makeworth packaging or approved Brand Partner packaging, as applicable.

Partner may not require custom packaging, inserts, or branding unless separately agreed in writing.

3.10 Fees & Pricing

Makeworth may charge additional fees for Drop-Ship Orders, including handling, packaging, and shipping coordination fees, as published or agreed in writing.

All Drop-Ship Orders must be prepaid unless otherwise agreed.

3.11 Limitation of Liability

Makeworth’s total liability for any Drop-Ship Order is limited to the amount paid by Partner for the specific order giving rise to the claim.

Makeworth is not liable for:

customer dissatisfaction;
delivery delays;
lost sales or reputational harm;
chargebacks or payment disputes between Partner and its customer.

3.12 Governing Law and Dispute Resolution

These terms follow the same governing law and dispute resolution provisions set forth in Section 1.

Section 4 – Acceptance of Terms

4.1 Acceptance by Signature (if executed separately)

By signing below, the undersigned Partner acknowledges that it has read, understood, and agrees to be bound by these Wholesale Program Terms & Conditions (including any applicable supplementary provisions set forth in Sections 2 and 3).

Partner Legal Name: _______________________________

DBA (if applicable): _______________________________

Authorized Signatory Name: _______________________________

Title: _______________________________

Signature: _______________________________

Date: _______________________________

4.2 Acceptance by Electronic Action (Online / Portal / Shopify Collective)

Partner agrees that submission of a wholesale application, placement of any order, participation in the Brand Partner Program, submission of any Drop-Ship Order, or acceptance via checkbox, click-through, or similar electronic action constitutes legally binding acceptance of these Terms, including all incorporated policies and appendices (including Returns & Replacements Policy).

Electronic acceptance shall have the same force and effect as a handwritten signature.