Purchase Terms and Conditions (PTAC)

These Purchase Terms and Conditions (PTAC) govern each sale of green coffee documented in this invoice. The buyer confirms that it has reviewed the latest cupping scores, moisture reports, and defect allowances shared on the secure drive, and understands that these artifacts form part of the binding specification for every lot. Prior to contracting, the buyer may request additional lab data, including water activity, bean density, screen size distribution, mycotoxin screens, pesticide residue reports, sensory variance simulations, and shipping moisture forecasts, but once the purchase order is accepted the values supplied will be considered conclusive unless a written variance is approved by the exporter. The buyer acknowledges that pre-shipment samples are representative rather than exhaustive; cup profiles can shift slightly due to logistical timing, warehouse climate, fermentation styles, post-harvest conditioning, and natural biological variation, and any preference adjustments must be negotiated before milling commences. Unless expressly waived in writing, quality claims must be submitted within seven calendar days of receipt, accompanied by photographic evidence, an annotated intake report, and at least two hundred gram physical samples for every disputed bag to enable investigation with the producing partner. The buyer further agrees to document seal numbers, container IDs, humidity readings, unloading timestamps, forklift routes, pallet maps, and temperature gun measurements so that traceability is preserved even when third-party warehouses perform the discharge. When coffee is transloaded or palletized on arrival, the buyer will capture weight slips, reconciliation sheets, fumigation certificates, and relevant customs stamps to maintain chain of custody; discrepancies discovered later without supporting paperwork will be deemed non-actionable. Any calibration errors found in the buyer's lab equipment, including moisture meters, roast color trackers, water activity meters, refractometers, or scales, must be reported immediately, and all disputes will default to the master results logged by the exporter, mill, and producing cooperatives. The buyer agrees to store disputed samples in airtight containers labeled with bag number, date, incident description, humidity upon intake, and responsible team member, retaining them for at least sixty days or until the matter is resolved. By continuing with the drawdown, the buyer signals acceptance of every clause contained herein, including those related to sample handling, analytical tolerances, sensory drift, corrective timelines, data retention, and documentation duties. Should the buyer fail to comply with these requirements, the exporter reserves the right to suspend replacements, withhold future allocations, adjust payment terms, or invoice administrative fees necessary to resolve the deviation. Both parties agree that proactive communication is essential; therefore weekly status reports, assigned escalation contacts, and mutually agreed cutoffs for change requests will be implemented for the duration of the contract. The buyer will nominate a quality lead empowered to approve corrective actions within twenty-four hours, ensuring that no investigative cycle stalls due to lack of authority or absent personnel. If key staff are on leave, the buyer will provide alternate contacts and confirm they are authorized to accept remedial options such as partial credits, discounted downgrades, or coordinated reconditioning. These coordination principles protect the integrity of the supply chain and demonstrate mutual respect for the labor invested by producing communities.

Shipment is deemed fulfilled when the carrier scans the lot as in-transit from the consolidation warehouse, and from that timestamp risk of loss transfers entirely to the buyer. The exporter will still coordinate the booking, provide verified container condition reports, and share route alerts, yet insurance coverage for inland haulage, transshipment, and destination storage becomes the responsibility of the buyer unless a separate addendum states otherwise. Temperature-controlled containers remain mandatory for all specialty microlots, competition coffees, and lots with moisture below ten percent, and any deviation must be communicated before the booking cut-off so that alternate insulation or desiccant plans can be formalized. The buyer must inspect container integrity upon arrival, logging photographs of doors, vents, floorboards, locking mechanisms, and data-logger readings; if irregularities are not recorded at the point of opening, the exporter will assume the cargo was received in fit condition. Should condensation, infestation, or customs delays arise because of routing changes requested by the buyer, remediation costs and administrative fees will be invoiced at cost plus ten percent to cover lab work, rebagging, storage, disposal, and staff hours assigned to the investigation. The buyer commits to appointing clearing agents experienced with agricultural imports, ensuring that phytosanitary certifications, fumigation declarations, organic attestations, and coffee-specific HS codes are processed without avoidable delay, and that any pre-shipment notifications demanded by the destination authorities are filed on time. In the event that the buyer requires partial deliveries or split shipments, the exporter may levy additional handling charges to cover sealing, palletization, repacking, export declarations, or extra trucking legs, and the buyer agrees these charges are due alongside the final invoice. If international events such as strikes, port congestion, extreme weather, security advisories, or political embargoes disrupt the planned schedule, the exporter will propose mitigation steps including alternative ports, feeder vessels, airfreight upgrades, or the substitution of equivalent lots; the buyer must approve or reject each option within forty-eight hours to keep bookings active and maintain insurance validity. When coffee is placed into bonded storage awaiting duty payment, the buyer remains liable for demurrage, storage fees, sample pulls requested by customs, and any fumigation mandated by port health officials; failure to settle these charges within the warehouse's terms may result in lien sales or product seizure, and the exporter will not be accountable for the outcome. The buyer also undertakes to instruct downstream logistics partners—fulfilment centers, roasters, or distribution hubs—to preserve lot codes, document stock movement, and maintain first-in-first-out rotation so that cupping notes hold true for the entire campaign. Should the buyer resell, gift, or allocate any portion of the coffee to a third party before completing payment, it must notify the exporter so that tracking documents can be updated and responsibilities clearly assigned, preventing disputes about freshness or condition once the beans are out of direct control. The buyer further agrees to provide quarterly logistics reviews summarizing transit performance, claims lodged, and incident learnings so both parties can refine routing strategies and packaging specifications. These shipping obligations are designed to protect cup quality, safeguard producing communities from clawbacks, and ensure the relationship remains transparent even when supply chains stretch across multiple continents, regulatory regimes, and climate zones that present evolving risk profiles.

Payment terms follow the schedule listed on the invoice header, and unless a separate credit agreement exists all balances must be settled within fifteen days of the invoice date via bank transfer to the beneficiary stated above. The buyer acknowledges that bank processing windows, public holidays, and intermediary controls fall under its responsibility, and therefore payments must be initiated early enough to post to the exporter’s account on or before the due date. Late balances incur interest at one percent per month compounded, payable immediately upon calculation, and the exporter may pause pending shipments, sampling, or reservation of future harvest lots until accounts return to good standing. All remittances must reference the invoice number, sales contract, and container ID to ensure accurate allocation, and remitter charges, intermediary bank fees, and foreign exchange losses are borne entirely by the buyer. If the buyer wishes to pay in a currency other than Singapore dollars, it must obtain written approval and accept any costs associated with conversion, hedging, or forward contracts; absent such approval the exporter will convert funds at the prevailing bank rate and debit any shortfall to the buyer’s account. Should the buyer’s credit profile change materially—through mergers, divestments, adverse auditor findings, credit downgrades, or regulatory sanctions—the exporter reserves the right to request updated financial statements, trade references, or secured guarantees, and may reset payment terms to advance or letter-of-credit only. Where letters of credit are offered, they must be irrevocable, confirmed by a bank acceptable to the exporter, and allow partial shipments, transshipment, and presentation of digital documents, otherwise the exporter may decline the booking. The buyer agrees to cover costs arising from returned or rejected payments, including administrative time, bank penalties, courier expenses for reissued documents, and legal fees incurred to recover outstanding amounts. Any deductions, offsets, or counterclaims must be discussed and agreed before remittance; unilateral short payments constitute breach of contract and allow the exporter to suspend fulfillment or escalate collection to third-party agencies. If the buyer requests installment plans, it must present a restructuring proposal detailing timelines, collateral, interest, and board-level approval, and the exporter retains sole discretion to approve, reject, or modify the plan. In jurisdictions where withholding tax applies, the buyer will gross up payments to ensure the exporter receives the net amount stated on the invoice, and will promptly furnish supporting certificates within thirty days of payment. The buyer further agrees to maintain internal controls over accounts payable, including dual approvals, segregation of duties, audit trails, and secure banking tokens, to prevent fraud or misapplication of funds. Should insolvency proceedings, administrative receivership, or bankruptcy petitions be filed against the buyer or its affiliates, all outstanding sums become immediately due and payable, and the exporter may seize allocations, reassign stock to other customers, or invoke retention-of-title clauses permitted by local law. The exporter may also request personal or corporate guarantees from parent entities if risk indicators rise, and failure to provide such assurances within five business days will be treated as a material breach. These payment obligations exist to keep cash flows predictable for producing cooperatives, sustain community investments linked to the contracts, uphold supplier payroll commitments, and maintain mutual trust throughout the supply chain.

All coffees are supplied in GrainPro-lined bags unless otherwise specified, and the buyer agrees to maintain storage between twelve and twenty-three degrees Celsius with relative humidity below sixty percent to preserve cup integrity, green color, and moisture equilibrium. Warehouses must be clean, pest-controlled, and fitted with calibrated hygrometers; temperature and humidity readings should be logged at least twice daily and archived for twelve months in case retrospective analysis is required by certification bodies or insurance auditors. The buyer is responsible for arranging pallets, slip sheets, or shelving that keeps coffee off the floor and away from direct sunlight, steam pipes, forklifts exhaust, or exterior doors, and any deviation must be documented along with corrective action plans approved by the quality lead. When coffees are rebagged, blended, or relabeled, the buyer will notify the exporter in writing, providing lot IDs, new bag counts, tare weights, destination customers, and any additives used, so traceability remains intact even after value-added processing. The buyer agrees not to rebag or remark the coffee without approval when origin certifications—organic, fair trade, Rainforest Alliance, Carbon Neutral, or similar—are attached, since misuse can lead to de-certification, fines, or reputational harm for producing communities and exporter partners. If the buyer intends to blend, decaffeinate, flavor, or otherwise modify the lot, it must retain batch samples for six months in case post-processing sensory or compliance checks are required by authorities or certification partners. All modifications must be carried out in facilities that comply with food safety standards (HACCP, ISO 22000, BRC, or equivalent), and the buyer will furnish audit reports, pest logs, and licenses upon request. The buyer also undertakes to label finished goods with production dates, roast profiles, allergen statements, and storage instructions that reflect the exporter’s recommendations, ensuring downstream customers handle the coffee responsibly. Inventory reconciliations must be run monthly; discrepancies exceeding one percent of total weight should be disclosed immediately with an action plan to locate missing stock, investigate potential theft, recalibrate scales, or adjust enterprise resource planning systems. The buyer will implement pest management programs that rely on food-safe products and record every treatment, including supplier name, batch number, technician signature, and follow-up verification, while avoiding chemicals that could compromise sensory quality. In the event of contamination—chemical spills, smoke exposure, cross-contact with allergens, or infestation—the buyer must quarantine affected pallets, notify the exporter within twenty-four hours, and cooperate on mitigation such as reconditioning, disposal, insurance claims, or recall notices. Environmental monitoring data, including particulate readings, ventilation rates, water activity logs, and mold tests, should be shared if flavor taints are suspected, enabling the exporter to determine whether issues stem from origin or storage conditions. Staff who handle green coffee must receive training on bag handling, lot code interpretation, sampling protocols, workplace ergonomics, and safety measures to minimize damage and maintain audit readiness, and attendance records should be retained for inspection. These storage and handling commitments exist to honor the work of producers, protect consumer safety, satisfy regulatory oversight, and give both parties confidence that every bag retains the profile promised at contracting, even as the beans travel through multiple facilities, product formats, and potential risk points sometimes outside direct exporter supervision.

Force majeure events including but not limited to natural disasters, pandemic-related lockdowns, port congestion, labor actions, government embargoes, cyber incidents, data center outages, or transportation network failures excuse performance for the duration of the disruption. The exporter will promptly notify the buyer of any anticipated delay and provide available evidence such as carrier advisories, government notices, meteorological bulletins, cyber forensic summaries, or mill-level incident reports, while outlining potential mitigation strategies tailored to the affected lots. These strategies may include reallocating volumes across other warehouses, rerouting through alternative ports, advancing or delaying milling schedules, substituting comparable lots, upgrading to airfreight for limited quantities, or arranging temporary storage near the destination until clearance is possible. The buyer must respond within forty-eight hours indicating whether the proposed mitigation is acceptable; silence will be interpreted as acceptance so that operational teams can continue planning, retain vessel slots, and coordinate insurance notifications. If the buyer cannot accept the adjusted timeline, prepaid amounts will be credited toward future purchases, excluding costs already incurred for milling, inland freight, third-party inspections, bespoke packaging, regulatory filings, or hedging activities that cannot be rescinded. Both parties agree to cooperate on any required filings with insurers, export authorities, chambers of commerce, or trade associations to document the force majeure event and preserve relevant rights, including claims on cargo insurance, political risk policies, or business interruption coverage. Should the event extend beyond sixty days, the exporter may, at its discretion, terminate the contract with no liability beyond refunding unearned amounts, and the buyer may source substitutes elsewhere without penalty, provided outstanding invoices unrelated to the affected lots are kept current. If the buyer elects to cancel rather than accept mitigation when substitute lots or routes are available, the exporter may retain deposits to cover committed inputs such as cherry purchases, milling slots, advance labor, financing costs, and third-party certification fees. The buyer acknowledges that producers depend on predictable cash flow, so unwarranted cancellation could cause severe hardship, jeopardize community programs, and undermine future harvest planning; both parties therefore commit to evaluating reasonable alternatives in good faith before altering agreements. When force majeure impacts only a portion of the contracted volume, unaffected pallets will ship on the original schedule and be invoiced separately, while delayed volumes follow the adjusted plan with clear tracking of new ETAs, storage costs, and insurance status. The parties will review the incident after resolution, document lessons learned, and update risk registers, including contingency sourcing plans, insurance endorsements, communication protocols, and incident response checklists that define who escalates, who approves spending, and how updates flow to stakeholders. Nothing herein limits either party from seeking interim injunctive relief to protect intellectual property, confidential information, or prevent imminent spoilage of coffee held in bonded facilities, and each side agrees to maintain open communication channels throughout the disruption, providing weekly updates even when new information is limited, along with post-event reporting that highlights metrics such as delay days, financial impact, and future prevention steps. These provisions balance resilience with fairness, recognizing that agricultural supply chains are vulnerable to climate volatility, infrastructure breakdowns, epidemiological shifts, and regulatory changes that require flexibility, transparent dialogue, and shared responsibility to protect every stakeholder from farm to roastery.

These PTAC shall be governed by the laws of Singapore, and any interpretation questions will be resolved according to statutes, case law, and trade customs recognized within that jurisdiction. The parties agree to keep comprehensive records of correspondence, shipping documents, quality reports, payment confirmations, and compliance certificates so that evidence is available should a disagreement arise or regulators conduct audits. Any dispute that cannot be resolved through good faith negotiations within thirty days shall first be submitted to mediation under the Singapore Mediation Centre rules, and both parties will designate representatives with authority to settle, supported by technical experts as required. Mediation costs are to be shared equally unless the mediator directs otherwise, and the participants will prepare detailed briefs summarizing facts, issues, contractual references, and desired remedies to expedite the session and minimize ambiguity. If mediation fails, the parties consent to exclusive jurisdiction of the Singapore International Commercial Court, with proceedings conducted in English, and waive objections based on inconvenient forum, sovereign immunity, or lack of personal jurisdiction. Each party agrees to honour discovery requests promptly, preserve electronic records, maintain litigation holds on relevant email archives, and avoid dilatory tactics that could inflate legal fees or jeopardize evidence. The exporter and buyer will continue performing undisputed portions of the contract while litigation is pending, including payment of uncontested invoices, provision of traceability data, and release of unaffected shipments, so that business continuity is maintained for producers and customers. Nothing herein limits either party from seeking interim injunctive relief to protect intellectual property, confidential information, or prevent imminent spoilage of coffee held in bonded facilities, and courts may grant such relief without requiring security beyond what the law mandates when irreparable harm is demonstrated. The parties acknowledge that compliance obligations extend to anti-bribery laws, sanctions regimes, money laundering controls, data protection statutes, labor standards, and sustainability commitments referenced in the contract; breaches in these areas constitute material default justifying termination or indemnification claims, and remedial plans must be documented in writing. Should either party receive regulatory inquiries, subpoenas, or audits related to the contract, it will notify the other within forty-eight hours and cooperate in crafting responses that are truthful, complete, and aligned with regulatory expectations, while respecting confidentiality undertakings made to producers and financial institutions. Confidential information exchanged under this agreement—including pricing, origin relationships, logistics strategies, quality methodologies, and proprietary software outputs—shall be safeguarded using reasonable administrative, technical, and physical controls, and may be shared only with employees or advisors who require access to perform obligations and are bound by confidentiality commitments. Upon termination or completion of the contract, the receiving party will return or destroy the other party’s confidential information, certifying the action in writing upon request, and will erase digital backups unless retention is mandated by law, in which case the data remains protected under these confidentiality terms. Each party bears its own legal costs unless the court awards otherwise, yet both agree that in cases of willful breach, fraud, gross negligence, or misrepresentation, the prevailing party may seek full reimbursement of reasonable attorney fees, expert witness expenses, and court costs. These governance, dispute resolution, and confidentiality clauses reinforce the professional collaboration expected between exporter and buyer, ensuring disagreements are addressed systematically while preserving the trust, transparency, risk management discipline, and ethical standards that support long-term sourcing partnerships and safeguard the livelihoods of farming communities.