Terms of service

LUSHDROP Bev. Co. — Wholesale Acknowledgement

USDA Organic • Fair Trade • Single-Origin • Knoxville, TN

This Retailer Wholesale Acknowledgement governs all wholesale purchases of LUSHDROP's organic cold-stored coconut water products for purposes of resale or internal business distribution, including product gifting or giveaway programs.

1. Parties & Scope

This Retailer Wholesale Acknowledgement ("Agreement") is between LUSHDROP Bev. Co. ("Supplier"), 605 Sevier Ave, Knoxville, Tennessee 37920, and the retailer or company customer ("Retailer/Company Customer") placing a wholesale order. It supersedes any prior understandings between the parties.

2. Products & Certifications

All Products carry the certifications below, which Retailer/Company Customer agrees to represent accurately across all marketing and customer-facing communications. Retailer/Company Customer must not claim certifications beyond those documented by Supplier. Supplier will notify Retailer/Company Customer within five (5) business days of any change in certification status.

  • USDA Organic — certified under the National Organic Program (NOP)
  • Fair Trade Certified — sourced in compliance with Fair Trade USA standards
  • Single-Origin — coconuts traceable to a single named growing region

3. Orders & Payment

All orders are pre-paid. No Products will be shipped until full payment is received and cleared. Orders are submitted via email or Supplier's designated portal and are subject to Supplier acceptance within two (2) business days.

Accepted payment methods: ACH/bank transfer; credit card (subject to a processing fee at the prevailing rate at time of transaction, as determined by Supplier's payment processor). Invoices are due on receipt; unconfirmed orders are cancelled if unpaid within five (5) business days.

Wholesale pricing is determined at the time of each order based on Supplier's then-current rates. Supplier may adjust pricing, fees, and payment processing rates upon thirty (30) days' notice to Retailer/Company Customer; such adjustments do not apply to orders confirmed prior to the effective date of the change. Supplier reserves the right to update applicable processing rates at any time to reflect changes imposed by Supplier's payment processor, with notice provided as soon as reasonably practicable.

4. Cold Storage & Handling

Cold-chain integrity is essential to product quality, safety, and certification compliance. Retailer/Company Customer agrees to comply strictly with all requirements below from the moment Products are received.

Required Storage Temperature: 35°F–39°F (1.7°C–3.9°C) at all stages, including receiving/unloading, back-of-house storage, and retail display. Exceedance of 39°F voids all damage claims. No ambient storage is permitted.

Handling Obligations:

  • Inspect Products at delivery; note any damage or temperature exceedance on the delivery receipt immediately.
  • Products must not be left unrefrigerated for more than thirty (30) minutes during stocking or display changeovers.
  • FIFO (First In, First Out) rotation must be practiced at all times.
  • Products must not be frozen. Freezing permanently alters quality and voids all damage claims.
  • Retailer/Company Customer must maintain refrigeration equipment in good working order with regular temperature monitoring.

Temperature Breach: If a breach is discovered after delivery, Retailer/Company Customer must notify Supplier within twenty-four (24) hours with supporting documentation (temperature logs, photos). Supplier is not liable for quality degradation resulting from Retailer/Company Customer's failure to maintain required temperatures.

5. Labeling & Marketing

Supplier grants Retailer/Company Customer a limited, non-exclusive, non-transferable license to display LUSHDROP brand assets solely to promote the sale of Products at Retailer/Company Customer's licensed location(s). All use must:

  • Accurately represent current certifications — USDA Organic, Fair Trade Certified, Single-Origin — in all shelf, POS, and digital listings
  • Not alter, crop, or modify brand assets without prior written consent from Supplier
  • Not make health claims or comparative advertising claims not pre-approved in writing by Supplier
  • Not alter product packaging, labeling, or best-by dates
  • Comply with FTC endorsement guidelines for any social or digital promotion; tag @LUSHDROPBevCo when using Supplier-provided imagery

6. Returns & Damage Policy

All sales are final. Once custody of Product passes from LUSHDROP to Retailer/Company Customer possession, no returns are accepted. Damaged goods must be reported at time of receipt for replacement product only, subject to the conditions below.

To qualify for replacement, damage must: (a) be documented on the delivery receipt at the time of receipt; (b) result from a manufacturing defect, incorrect shipment, or documented cold-chain breach by Supplier during transit — not from Retailer/Company Customer's storage, handling, or slow turnover. Retailer/Company Customer must notify Supplier in writing with photographs and applicable temperature logs at the time of delivery. Supplier will arrange replacement product or other agreed-upon solution within fifteen (15) business days of receiving and approving documentation. Products stored or handled outside Section 4 requirements, frozen, or not reported at time of receipt are not eligible.

7. Minimum Advertised Price (MAP) Policy

Retailer/Company Customer agrees not to advertise any LUSHDROP product below $6.00 per unit (MAP Price) in any channel — including in-store signage, online listings (Amazon, Instacart, etc.), email promotions, social media, and print circulars. Bundle promotions that obscure per-unit pricing below $6.00 are also covered. This policy governs advertised prices only; Retailer/Company Customer retains discretion over the actual in-store transaction price.

Supplier may update the MAP Price upon thirty (30) days' written notice.

Enforcement:

  • First violation — written notice requiring correction within 48 hours
  • Second violation — order fulfillment suspended until cured
  • Third violation — Agreement terminated immediately with no return or credit obligation on remaining inventory

This policy is unilateral and does not constitute an agreement regarding resale prices.

8. Marketing & Social Media Approval

Retailer/Company Customer must obtain prior written approval from Supplier before publishing any co-branded content, campaigns, or promotions referencing LUSHDROP in any external-facing channel, including social media, email, paid advertising, and in-store events. Approval requests must be submitted to contact@lushdropbevco.com with creative assets attached. Supplier will respond within five (5) business days; no response constitutes neither approval nor denial, and Retailer/Company Customer must follow up before publishing. Approved content may not be altered after approval. Retailer/Company Customer must tag @LUSHDROPBevCo on all social posts featuring Supplier-provided imagery and must comply with FTC endorsement disclosure guidelines at all times.

9. Regulatory Compliance

Where applicable, Retailer/Company Customer agrees to comply with all applicable federal, state, and local laws governing the storage, handling, labeling, and sale of food and beverage products, including but not limited to FDA food safety regulations and applicable state health codes. Retailer/Company Customer's non-compliance with any law or regulation that results in action against LUSHDROP's USDA Organic, Fair Trade, or Single-Origin certifications shall constitute a material breach of this Agreement and grounds for immediate termination.

10. Audit Rights

Supplier reserves the right to request temperature logs, storage records, or other documentation from Retailer/Company Customer at any time to verify compliance with Section 4. Upon reasonable written notice, Supplier or its designated representative may inspect Retailer/Company Customer's storage and display facilities during normal business hours. Retailer/Company Customer agrees to cooperate fully with any such audit.

11. Confidentiality

Retailer/Company Customer agrees to keep confidential all wholesale pricing, account terms, and non-public information disclosed by Supplier in connection with this Agreement. Confidential information may not be disclosed to any third party without prior written consent from Supplier. This obligation survives termination of the Agreement for a period of two (2) years.

12. Force Majeure

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond their reasonable control, including natural disasters, supply chain disruptions, governmental actions, pandemics, or carrier failures. The affected party must provide written notice as soon as reasonably practicable. If a force majeure event prevents Supplier from fulfilling an order for more than thirty (30) days, either party may cancel the affected order without penalty.

13. Product Recall

In the event of a product recall, LUSHDROP Bev. Co. will direct all recall procedures and communications. Retailer/Company Customer must immediately remove affected Products from display and sale upon written notice from Supplier and must cooperate fully with Supplier's instructions, including returning or disposing of affected inventory as directed. Retailer/Company Customer must not issue any public statement regarding a recall without prior written approval from Supplier. Replacement or credit for recalled product will be determined solely by Supplier.

14. Term & Termination

This Agreement is effective on the date of acceptance and continues for twelve (12) months, renewing automatically on an annual basis unless terminated by either party on thirty (30) days' written notice. At each renewal, Supplier may update pricing, fees, and processing rates upon thirty (30) days' written notice prior to the renewal date.

Supplier may terminate immediately for cause, including non-payment, material breach of cold storage or labeling requirements, or misrepresentation of certifications. Upon termination, Retailer/Company Customer must immediately discontinue use of all LUSHDROP brand assets and remove Products from display.

15. Indemnification & Liability

Retailer/Company Customer agrees to indemnify, defend, and hold harmless LUSHDROP Bev. Co., its officers, employees, and agents from any claim, loss, or liability arising from: (a) Retailer/Company Customer's failure to comply with cold storage or handling requirements; (b) Retailer/Company Customer's misrepresentation of product certifications or attributes; or (c) any acts or omissions of Retailer/Company Customer's employees or agents. Supplier's total liability under this Agreement shall not exceed the amount paid by Retailer/Company Customer for the specific order giving rise to the claim.

16. Governing Law & Disputes

This Agreement is governed by the laws of the State of Tennessee. Any dispute shall first be submitted to good-faith mediation. If unresolved, disputes shall be settled by binding arbitration in Knox County, Tennessee, under American Arbitration Association rules.

17. General Provisions

  • Entire Agreement: This document constitutes the entire agreement between the parties and supersedes all prior understandings.
  • Amendments: Any modification must be in writing and signed by both parties.
  • Waiver: Failure to enforce any provision does not constitute waiver of that provision.
  • Severability: If any provision is found invalid, the remaining provisions stay in full force.
  • Notices: All notices must be in writing via email with read-receipt or certified mail.

By placing a wholesale order with LUSHDROP Bev. Co., Retailer/Company Customer agrees to be bound by all terms of this Wholesale Acknowledgement. For questions, contact contact@lushdropbevco.com.