1. Application
These Online Shop Terms of Sale (“Terms of Sale”) apply to every order placed through the OLOSO online shop at oloso.ai with OLOSO INC (“OLOSO”, “we”, “us”). They apply together with the Account Terms and the Website Terms of Use.
Beverage concentrates in bag-in-box format (“BIB Products”) are additionally governed by the Ingredient Supply Terms, which prevail over these Terms of Sale to the extent of any conflict in respect of those products.
If you rent equipment from us, the Master RaaS Agreement prevails over these Terms of Sale to the extent of any conflict.
These Terms of Sale are the entire agreement for each order. No purchase order, vendor portal, supplier code, standard terms or other document issued by you has any effect, and any additional or different term in such a document is rejected and does not form part of the contract, even if we do not object to it and even if we proceed with the order.
2. Business customers only
The shop is available to business customers only, for use in their business and not for personal, family or household purposes. By placing an order you confirm you are purchasing in the course of business.
3. Orders and acceptance
A listing on the shop is an invitation to treat and not an offer. Your order is an offer to purchase. A contract is formed only when we despatch the products or expressly confirm acceptance of the order, whichever is earlier. An order acknowledgement, a payment authorisation or a receipt issued by our payment processor is not acceptance.
We may decline any order, in whole or in part, for any reason, including unavailability, suspected fraud, credit or resale-status concerns, an error in price or description, quantity limits, or an address we do not serve.
There is no minimum order value.
4. Prices, taxes and errors
Currency. All prices and charges are stated and payable in United States dollars.
Taxes. Prices are exclusive of sales, use and similar taxes, which are added at checkout based on the shipping address. Where you claim an exemption, including on the basis of resale, you must provide a valid, current exemption or resale certificate acceptable to us before the order is placed, and you must notify us immediately if it ceases to be valid. You are responsible for any tax, interest and penalty assessed because a certificate you provided was invalid, expired, inapplicable or incorrectly applied, and you will reimburse us for any such amount.
Reference prices. Where a product is shown with a former price, that price is a price at which the product was previously offered, and the promotional period is stated. Promotional prices apply only while the stated promotion is running.
Errors. Prices, descriptions, specifications and availability are subject to change and may contain errors. Where an error is material, we may cancel the affected item and refund you, or contact you to confirm the corrected price before proceeding. We are not obliged to supply at an incorrect price.
5. Payment
Payment is taken at checkout through Stripe, a third-party payment processor, on a payment page hosted by Stripe. Available payment methods are those displayed in that flow. We do not receive, process or store card numbers or security codes.
The merchant of record is OLOSO INC, which is the entity that appears on your receipt and card statement. Stripe processes payments on our behalf under its own terms.
Where we have agreed invoice terms in writing, payment is due within 30 days of the invoice date. Overdue amounts bear interest at the lower of 1.5% per month and the maximum rate permitted by applicable law, accruing daily from the due date, and you will reimburse our reasonable costs of collection, including legal fees, to the extent permitted by law. We may withhold further shipments while any amount is overdue.
6. Shipping and delivery
Territory. We ship within the United States only. We do not ship to any other country, and we do not accept orders for onward export.
Charges. Orders with a merchandise subtotal of US$2,000 or more qualify for free standard shipping. For orders below that subtotal, standard shipping is charged at US$25 per case, subject to a minimum shipping charge of US$100 per order. Shipments to Alaska, Hawaii and remote areas, and any expedited shipping or special delivery request, require separate confirmation and a quotation from our sales team.
Delivery estimates. Any despatch or delivery date is an estimate only. Time is not of the essence. We are not liable for any delay in despatch or delivery, and delay does not entitle you to cancel the order or to any credit, discount or compensation.
Partial shipment. We may ship in instalments and invoice each instalment separately. A delay or defect in one instalment does not entitle you to reject any other instalment.
Title and risk. Title to and risk of loss in the products pass to you on delivery to the address you specify, except in respect of damage, shortage or non-conformity existing at delivery and notified under clause 8. Title to rented equipment never passes to you and is governed by the Master RaaS Agreement.
Unavailability. If an item is unavailable we may delay the order, ship it partially, cancel and refund the unavailable item, or offer a substitute for your approval. Our sole obligation is to refund amounts paid for items not supplied.
7. Cancellation by you
You may request cancellation before fulfilment begins. Once an order has entered picking, packing or despatch, cancellation is at our discretion and subject to your paying costs already incurred, including restocking, freight and any non-recoverable third-party charges.
8. Inspection, claims and returns
Inspection. You must inspect every shipment promptly on delivery.
Claims. Any claim for shortage, damage in transit, visible defect or shipment error must be notified to us in writing within five (5) business days of delivery, with the order number, lot and expiry photographs, photographs of the affected goods and outer packaging, and confirmation of storage conditions. You must retain the affected goods and packaging, in the condition received and under the labelled storage conditions, until we have completed our assessment. Failure to notify within that period, or failure to preserve the goods, is a waiver of the claim.
Food products are final sale. BIB Products and other food products may not be returned, exchanged, refunded or credited for any reason other than a shipment error by us, damage in transit, a defect verified by us, adulteration or a recall. This is because we cannot verify storage conditions after a product has left our control, and re-introducing returned food into inventory would break the lot traceability on which food safety depends.
Other products. Unopened, unused equipment accessories and non-food consumables in original packaging may be returned within 15 days of delivery with our prior written authorisation and a return authorisation number, at your cost, subject to a 20% restocking charge. Custom, special-order, promotional, clearance and branded materials are not returnable.
Sole remedy. Where we accept a claim, our sole obligation and your sole and exclusive remedy is, at our option, replacement of the affected product, an account credit, or a refund of the price paid for the affected product. We are not obliged to refund shipping charges except where the claim arises from our shipment error.
9. Shelf life and lot rotation
We operate first-expired, first-out inventory rotation and may fulfil any order from any compliant production lot. We do not undertake to supply the most recently produced lot, or the lot with the longest remaining shelf life.
Unopened BIB Products will generally have at least 90 days of remaining labelled shelf life as at the despatch date. A product meeting that standard is not defective and is not returnable merely because another lot carries a later expiry or best-before date. Any claim that a product did not meet that standard must be made under clause 8 within five business days of delivery.
Where we notify you before despatch that a lot carries shorter remaining shelf life, and you accept the order, that lot is supplied as accepted and clause 8 does not apply to remaining shelf life.
You are responsible for inspecting products on delivery, storing and handling them in accordance with the labelled requirements, rotating stock by expiry date, and not using product after its expiry or best-before date.
10. Your responsibilities
You are responsible for:
selecting products suitable for your intended use, and for any recipe, dilution, combination, modification or preparation you carry out;
storing, handling, dispensing and serving products in accordance with the labelling, the product specification and applicable food-safety law;
all point-of-sale disclosure to your customers, including ingredient, allergen, nutrition, calorie and any other labelling or menu-labelling obligation applicable to your business;
obtaining and maintaining all permits, licences and approvals required for your premises and your business; and
complying with all applicable law in your use and resale of the products.
11. Warranty and disclaimer
We warrant only that, at the time of delivery, BIB Products and other food products conform in material respects to the product specification we supply for the relevant product.
EXCEPT AS EXPRESSLY STATED IN THIS CLAUSE 11, ALL PRODUCTS ARE SUPPLIED “AS IS”, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW OLOSO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
We give no warranty as to the results you will achieve, the acceptance of any beverage by your customers, or the suitability of any product for any particular venue, menu or market.
12. Recall and food safety
If we notify you of a withdrawal or recall affecting a product you have purchased, you must, at our direction and without delay: stop using and stop selling the affected lots; quarantine and identify the affected stock; provide us with your records of quantities received, used and on hand; and follow our instructions for return or disposal. You must maintain records sufficient to identify the lots you have received and used, and retain them for at least two years.
Our obligation in respect of recalled product is limited to replacement or refund of the affected product under clause 8. We are not liable for your costs of withdrawal, retrieval, customer notification, lost sales, business interruption, disposal or remediation.
You must notify us within 24 hours if you become aware of any actual or suspected contamination, adulteration, labelling error, undeclared allergen, illness, injury or regulatory enquiry involving a product supplied by us, and you must not make any public statement, customer communication or regulatory report naming OLOSO or any OLOSO product without first consulting us, except where you are required by law to act immediately.
13. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, OLOSO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, ARISING OUT OF OR RELATING TO ANY ORDER OR PRODUCT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY.
OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY PRODUCT OR ORDER WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM.
These limitations do not apply to liability for death or personal injury caused by our negligence, or to any other liability that cannot lawfully be excluded or limited. They apply notwithstanding the failure of the essential purpose of any limited remedy.
14. Indemnity
You will indemnify, defend and hold harmless OLOSO and its affiliates, and their officers, employees and agents, against any claim, demand, proceeding, loss, liability, damage, fine, penalty, cost and expense, including reasonable legal fees, arising out of or relating to:
your storage, handling, preparation, dispensing, combination, modification or sale of any product;
your point-of-sale disclosures, menu descriptions, labelling, advertising or statements to your customers;
your failure to obtain or maintain any required permit or licence;
your breach of these Terms of Sale or of applicable law; or
any claim by your customer or any third party arising from a beverage prepared or sold by you,
except to the extent the claim arises from a defect in a product as delivered by us.
15. Force majeure
We are not liable for any failure or delay caused by an event beyond our reasonable control, including act of God, fire, flood, severe weather, epidemic, war, terrorism, civil unrest, labour dispute, failure or shortage of raw materials or utilities, supplier or manufacturer failure, transport or port delay, carrier failure, cyber incident, and any act of government, including embargo, sanction, import restriction, and the imposition or variation of any duty or tariff. During such an event our obligations are suspended, we may allocate available supply among our customers on any reasonable basis, and we may cancel affected orders and refund amounts paid, which is your sole remedy.
16. Compliance
You will comply with all applicable export control, sanctions and anti-corruption laws. You will not export, re-export, divert or transfer any product outside the United States.
17. General
Governing law and disputes. These Terms of Sale are governed by the laws of the State of Delaware, without regard to its conflict of laws rules. Binding arbitration before AAA under its Commercial Arbitration Rules, before one arbitrator, seated in Delaware, in English. Each party bears its own costs. Claims must be brought individually; class, collective, consolidated and representative proceedings are waived. Either party may apply to a court for injunctive or other equitable relief, and OLOSO may bring proceedings in court to recover the Equipment or unpaid amounts.
Notices. Notices to you may be sent to the email address on your account. Notices to us must be sent to info@oloso.ai and, for legal notices, to 349 5th Ave Fl 3, New York, NY 10016.
Assignment. You may not assign an order or these Terms of Sale without our written consent. We may assign to an affiliate or in connection with a reorganisation or sale of our business.
Severability, waiver, survival. If any provision is unenforceable it will be modified to the minimum extent necessary and the rest continues. Failure to enforce is not a waiver. Clauses 4, 8, 9, 10, 11, 12, 13, 14, 16 and 17 survive.
Changes. We may change these Terms of Sale at any time. The version in effect when you place an order governs that order.
Language. The English-language version controls; any translation is for convenience only.