These Contract Manufacturing Terms and Conditions ("Terms") apply to all Sales Orders issued by Craftsmith Beverage, LLC ("Manufacturer", "Craftsmith", "we", "us", or "our") to the customer identified in each Sales Order ("Customer" or "you").
BY ACCEPTING A SALES ORDER THAT REFERENCES THESE TERMS BY URL OR LINK, CUSTOMER AGREES TO BE BOUND BY THESE TERMS. EACH SALES ORDER CONSTITUTES A BINDING AGREEMENT INCORPORATING THESE TERMS WHEN ACCEPTED BY CUSTOMER.
These Terms are maintained at this URL and the version posted at the time of Sales Order acceptance shall govern that transaction.
Manufacturer agrees to produce and supply to Customer, upon accepted Sales Orders, the products specified in each Sales Order and accompanying specifications ("Products"). Products may include beer, malt beverages, non-alcoholic beverages, hard seltzers, THC (delta-9) beverages, CBD beverages, functional beverages, kombucha, coffee beverages, tea beverages, energy drinks, or other beverages as mutually agreed.
These Terms establish general terms and conditions that apply to all Sales Orders. Each Sales Order shall specify: Product description and SKU; Specifications and formulations; Quantity and batch size; Requested production and packaging dates; Pricing per the then-current rate schedule; Delivery requirements.
These Terms do not create any exclusive relationship. Manufacturer may produce similar products for itself and other customers, and Customer may engage other manufacturers.
Customer shall provide Manufacturer with complete specifications, including recipes, formulae, processing instructions, quality standards, packaging specifications, and labeling requirements.
Manufacturer shall maintain necessary certifications for regulatory compliance, follow good manufacturing practices, produce Products in accordance with Customer's specifications (subject to equipment limitations), and maintain appropriate quality control procedures.
After the Freeze Date (14 business days prior to scheduled production start date), any Customer-requested changes to specifications, formulas, or packout constitute a change order and may affect timing and costs. Such changes are subject to Manufacturer approval.
Customer-requested changes after the Freeze Date will incur standard fees, including:
Customer or its designated representatives shall have the right, upon at least five (5) business days' prior written notice to Manufacturer, to visit and inspect Manufacturer's facility during normal business hours to verify compliance with Quality Standards, cGMP, and Product Specifications. Such inspections shall be conducted in a manner that does not unreasonably interfere with Manufacturer's normal business operations. Customer agrees to abide by all facility safety and confidentiality rules during such visits.
Manufacturer shall issue Sales Orders specifying the product, quantity, production dates, Freeze Date, and pricing.
Customer shall accept or reject Sales Orders within 7 business days. Acceptance creates a binding commitment, and production dates and the Freeze Date become binding.
Customer accepts delivered quantities within +/- 10% of ordered quantities.
Each Sales Order shall specify material sourcing. Customer must deliver conforming Customer-Provided Materials at least 14 business days before the production date.
Manufacturer may reject non-conforming Customer-Provided Materials. Failure to timely replace them shall result in downtime charges of $2,000 per scheduled production hour.
Customer acknowledges that yield loss and scrap are inherent to the manufacturing process. Manufacturer provides no guarantees regarding final yield percentages and shall not be liable for the replacement cost of any materials, packaging, or ingredients lost during production, except to the extent that such loss is directly caused by Manufacturer's gross negligence or willful misconduct.
Pricing shall be specified in the Sales Order and may include production fees, material costs, packaging services, and applicable taxes.
Unless modified in the Sales Order:
Late payments incur a 1.5% monthly charge after 30 business days.
Manufacturer may provide additional packaging, logistics, and storage services as detailed in each Sales Order.
Customer shall ensure all necessary licenses, permits, FDA/TTB label compliance, formula approvals, product safety validations, and distribution compliance.
Manufacturer shall maintain required production licenses, cGMP compliance, and facility certifications.
Customer retains all rights to its trademarks, trade names, recipes, formulations, and other intellectual property.
Manufacturer retains all rights to its production processes, technical knowledge, and manufacturing know-how.
Products requiring TTB COLAs shall comply with applicable labeling requirements and indicate the production location.
Any modifications, scale-up adaptations, or improvements made to the Customer's recipes, formulae, or packaging specifications during the course of production ('Recipe Improvements') shall be the sole and exclusive property of the Customer. Manufacturer hereby assigns any rights it may have in such Recipe Improvements to Customer. However, any improvements to Manufacturer's internal manufacturing processes or equipment shall remain the sole property of Manufacturer.
Each Party shall maintain the confidentiality of the other's proprietary information. Obligations survive completion of any Sales Order for 2 years, except trade secrets, which remain protected indefinitely.
For two (2) years following completion of any Sales Order, neither Party shall solicit for employment any employee of the other Party involved in the performance of such Sales Order without prior written consent.
Manufacturer represents that Products will, as of release, conform to feasible Specifications and comply with manufacturing best practices and applicable laws. This does not apply to failures due to Customer-Provided Materials, technically infeasible Specifications, or acts of Customer.
Each Party has full authority to enter into these Terms, which constitute binding obligations.
Performance under these Terms will not breach any existing agreements or laws applicable to either Party.
EACH PARTY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS SPECIFICALLY SET FORTH ABOVE, PRODUCTS ARE PROVIDED "AS-IS" AND MANUFACTURER MAKES NO, AND HEREBY EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES OR REPRESENTATIONS AS TO PRODUCTS, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT, SUITABILITY AND MERCHANTABILITY, DESIGN OR FITNESS FOR ANY SPECIFIC OR PARTICULAR PURPOSE. IN NO EVENT WILL MANUFACTURER BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOST PROFITS), PUNITIVE, OR SPECIAL DAMAGES. CUSTOMER'S SOLE REMEDY SHALL BE REPLACEMENT OF NON-CONFORMING PRODUCTS OR A CREDIT EQUIVALENT TO PRICING PAID.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCLUDING INDEMNIFICATION OBLIGATIONS FOR THIRD-PARTY CLAIMS OR BREACHES OF CONFIDENTIALITY, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY SPECIFIC SALES ORDER UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CUSTOMER TO MANUFACTURER UNDER THAT SPECIFIC SALES ORDER IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Customer acknowledges and agrees that all Products are manufactured and provided strictly 'AS-IS' and Manufacturer expressly disclaims all warranties, express or implied. In the event that a recall, market withdrawal, or correction of any Product is mandated by a governmental authority, or is otherwise deemed necessary by either Party, Customer shall bear the sole responsibility, logistical execution, and all financial costs associated with such recall (including, but not limited to, shipping, public communications, replacement, and disposal). Under no circumstances shall Manufacturer have any liability, financial or otherwise, for any product recall, market withdrawal, or correction, regardless of the underlying cause.
Customer warrants its right to use all intellectual property, that Specifications comply with all laws, that Customer-Provided Materials are safe, and that labels comply with regulations.
Customer shall indemnify Manufacturer for claims arising from IP infringement, product specifications, labeling, Customer-Provided Materials, and post-delivery distribution/sale.
Manufacturer shall indemnify Customer for claims arising solely from breach of Manufacturer's warranties, gross negligence, or failure to comply with manufacturing laws.
Each Party shall maintain:
Products shall be delivered FOB Manufacturer's facility. Risk of loss passes to Customer upon loading onto Customer's designated carrier. Title passes upon delivery or release from quality hold.
Either Party may terminate a specific Sales Order, or these Terms in their entirety, if the other Party commits a material breach of its obligations. The non-breaching Party must provide thirty (30) business days' written notice describing the breach. If the breaching Party fails to cure the breach within this thirty (30) business day period, the non-breaching Party may terminate the applicable Sales Order(s) immediately upon written notice. In the event that Manufacturer terminates a Sales Order or these Terms due to Customer's uncured material breach, any deposits or prepayments made by Customer shall be immediately forfeited to Manufacturer without limiting any other rights or remedies available to Manufacturer. Either Party may decline future Sales Orders at any time.
Upon completion or termination:
Neither Party is liable for delays beyond reasonable control, except for payment obligations.
Governed by the laws of the state where Manufacturer's production facility is located.
Mediation first, followed by binding AAA arbitration.
No assignment without prior written consent, except in business asset sales.
These Terms and Sales Orders constitute the entire agreement.
Confidentiality, IP, indemnification, liability limitations, and dispute resolution provisions survive termination.
Customer's acceptance of a referenced Sales Order constitutes agreement to these Terms.
These Terms may be accessed electronically and are subject to periodic updates.
These Terms are subject to periodic updates. The version in effect at the time of Sales Order submission shall apply to that Sales Order.
Updated: 03.16.2026