Effective Date: October 1, 2025
Applies To: All wholesale purchases made through the Makeworth Wholesale Portal.

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.
  
  

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.
  
  

3. Orders & Fulfillment

• Orders are placed through the Wholesale Portal and processed once payment is received.
  
  
• 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.
  
  

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.
  
  

5. Retail Box Credits & Incentives

• Retail box 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.
  
  

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.
  
  

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.
  
  

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.

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.
  
  

10. Confidentiality

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

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:

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

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.
  
  

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.
  
  

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.

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.

16. Governing Law

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

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 Agreement, if applicable, supplements but does not modify these Terms unless expressly stated in writing.

18. Acceptance

By submitting a wholesale application or completing any wholesale purchase through the Makeworth Wholesale Portal, the Partner acknowledges that they have read, understood, and agree to these Terms & Conditions.