Ace Cider I llc - Terms & Conditions
1. Title to ACE CIDER Products passes to Buyer when they have been loaded upon a common carrier
at ACE CIDER’S premises or designated warehouse and risk of loss passes to Buyer upon the earlier
of delivery or placement with a carrier. Buyer shall pay all taxes and shipping costs. Payment for
Products is due to ACE CIDER within 30 days of invoice. Payment shall be by EFT, or otherwise as
ACE CIDER may direct in writing. Payments over 30 days shall be subject to interest at 1.5% per 30-
day period. ACE CIDER reserves the right to reassess Buyer’s creditworthiness or require payment
CBD or COD at any time. Buyer acknowledges these Terms and Conditions constitute a security
agreement between ACE CIDER as secured creditor and Buyer as debtor for the purposes of the
Uniform Commercial Code. Buyer agrees to execute and deliver to ACE CIDER such financing
statements and other instruments as ACE CIDER may reasonably request to perfect its security
interest. ACE CIDER is not liable for any incidental, consequential or special damages, interest, costs,
or expenses, or for loss or use or lost profit or wages, incurred by Buyer in any fashion or manner in
connection with the sales or use of the goods, whether or not ACE CIDER knew such damages might
be incurred and Buyer may not off-set any costs against the invoice payment unless approved in writing
by ACE CIDER.
2. Distributor buyers shall: (a) possess all necessary state and federal licenses and permits and will
keep the same in force; (b) protect ACE CIDER’S trademarks, confidential information and business
plans and shall cooperate with ACE CIDER (at ACE CIDER’S cost) in the defense or prosecution of
any action related to ACE CIDER’S trademarks or confidential information; (c) not transfer their rights to
distribute ACE CIDER Products in any way unless they have obtained permission in writing from ACE
CIDER; (d) provide such storage, warehousing, delivery, merchandising, marketing and sales service to
ACE CIDER as shall be necessary to properly market, sell and protect the Products, and (e) provide
such depletion, sales and other reports as ACE CIDER requests. Distributor buyers agree ACE CIDER
owns its own sales and depletion data, including data reported to ACE CIDER by Distributor; and ACE
CIDER controls the use and any disclosure of such data, including any confidential or proprietary data.
3. If the law of the state in which Distributor does business requires procedures, times within which to
act, respond to notices or cure defaults other than those set forth in these Terms and Conditions, such
laws and regulations shall apply; provided, however, that the obligations, rights and responsibilities of
Distributor shall be interpreted as set forth in these Terms and Conditions to the fullest extent not
inconsistent with such law or regulation.
4. California law governs these Terms and Conditions. The term of Distributor’s appointment is at-will,
is renewable annually on 30 days’ notice, and may be terminated by ACE CIDER on 30 days’ notice at
any time. Breach of any promise made by Distributor or failure of Distributor to meet depletion and
account placement requirements mutually agreed to between the parties shall be “good cause” for the
purposes of any state law.
5. If any dispute occurs related to ACE CIDER, ACE CIDER Products or Distributor’s rights to continue
distributing ACE CIDER Products, Distributor agrees that the same shall be resolved by arbitration in
San Francisco in accordance with the Comprehensive Rules and Procedures of JAMS or its successor
then in effect, and judgment upon the award rendered shall be final and binding on the parties. The
arbitrators are not empowered to award damages in excess of compensatory damages but shall
include in the final award an allocation of attorneys’ fees, costs and expenses incurred in the arbitration,
whether or not such fees, costs and expenses would otherwise be recoverable under applicable
statutes and rules of Court. The arbitrator shall render the award in writing, explaining the factual and
legal basis for the decision as to each of the principal issues. The parties and each of them expressly

agree that any petition to confirm, modify or enforce the arbitral award, other than for nonpayment of
goods sold and delivered, shall be resolved in a State or Federal Court of competent jurisdiction in San
Francisco, to which jurisdiction the parties submit. To the extent any dispute occurs related to ACE
CIDER, ACE CIDER Products or Distributor’s rights to continue distributing ACE CIDER Products
addressed in or by a State or Federal Court, Distributor agrees that the prevailing party is entitled to
attorneys’ fees and costs.
6. ACE CIDER reserves the right to establish standards of re-sale for its Products that protect the brand
image and value. ACE CIDER specifically reserves the right to terminate sales to accounts that engage
in below-cost price promotions that harm the brand, or in practices (such as bait and switch) that are
anticompetitive or violate the law of any state. ACE CIDER also reserves the right to terminate sales to
accounts that repeatedly use “loss leader” advertising on its products that damages the image or
reputation of the brand.
7. These Terms and Conditions apply to any goods purchased from ACE CIDER by Distributor;
provided, however, these terms shall be subject to the terms of any mutually executed written
Agreement between Distributor and ACE CIDER. Distributor or Buyer’s submission of a purchase order
for any ACE CIDER Product shall constitute agreement to these Terms and Conditions, which may be
modified at any time by policies found at ACE CIDER’S website (www.ACECIDER.com).

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