These Bulk Gift Order Terms of Sale (“Terms”) govern all bulk gift orders placed with Colorado Fresh Fruit Company LLC (“Company,” “we,” “us,” or “our”) for gift boxes, fresh fruit shipments, and related products or services. By submitting an order, approving a quote, accepting an invoice, clicking acceptance, checking a box indicating agreement, or making payment, the customer identified on the order or invoice (“Customer” or “Buyer”) agrees to be bound by these Terms.
These Terms apply to all orders for five (5) or more recipient shipments and to any order designated by Company as a bulk, corporate, group, or multi-recipient order. These Terms apply to both individual and business buyers. Certain provisions are intended to apply specifically or more fully to buyers purchasing for business, commercial, organizational, fundraising, or other non-personal purposes. These Terms control over any purchase order, procurement terms, vendor onboarding terms, vendor portal terms, acknowledgment, confirmation, or other buyer-drafted terms unless Company expressly agrees otherwise in a writing signed by an authorized representative of Company. Any additional, different, inconsistent, or conflicting terms proposed by Customer are rejected and do not apply, even if referenced in a purchase order or other Customer document.
If Buyer is purchasing primarily for personal, family, or household use, these Terms apply except to the extent prohibited by applicable law, and nothing in these Terms is intended to waive or limit any non-waivable consumer right or remedy.
Our products are fresh agricultural goods. Fruit availability, size, color, sugar content, firmness, ripeness, varietal mix, harvest timing, and shipping timing are inherently variable and depend on season, orchard conditions, grower supply, weather, crop conditions, labor, packaging supply, and carrier conditions.
Unless Company expressly guarantees a specific product in writing, Company may, at its sole discretion, substitute a comparable or reasonably suitable product of equal or greater value, including without limitation substituting Colorado pears, apples, or other available fruit for peaches, or substituting packaging, box style, inserts, or related components.
Customer acknowledges that peaches and other fresh fruit are perishable and seasonal products and that exact conformity to photos, mockups, prior shipments, advertising copy, harvest estimates, sample language, or customer preference is not guaranteed.
No order is binding on Company unless and until Company accepts it. Company may refuse, decline, limit, delay, suspend, or cancel any order, in whole or in part, at any time and for any reason or no reason, including after payment and up to the time shipment would otherwise be due, by issuing such refund, if any, as Company determines is owed under these Terms.
Company is not obligated to fulfill any order merely because it was submitted, acknowledged, invoiced, or paid. Customer’s sole remedy for any refusal, delay, suspension, or cancellation by Company is limited as stated in Section 18 below.
Bulk gift orders require a minimum of five (5) recipient shipments.
Most orders require at least seven (7) calendar days’ lead time, and longer lead times are strongly recommended. Orders for more than twenty-five (25) recipients may require longer lead times, which may be stated on the quote or invoice. By paying the invoice, Customer agrees to the lead time stated there.
Orders for more than one hundred (100) recipients generally require three (3) to four (4) weeks’ lead time. Customer should contact Company before placing any order above 100 recipients.
All lead times are estimates only and are not guaranteed.
Accepted payment methods are:
For orders with twenty-five (25) recipients or fewer, full payment is due at the time of order.
For orders with more than twenty-five (25) recipients, full payment by an accepted payment method must be received within seventy-two (72) business hours after the order is placed, unless Company requires earlier payment. If payment is not timely received, Company may cancel the order without further notice.
No deferred billing, partial payment, payment plans, net terms, or credit terms are offered or accepted. Company does not extend trade credit.
Customer may not withhold payment, reduce payment, offset any alleged claim, back-charge Company, or recoup any amount from Company except as expressly agreed by Company in a signed writing. Any attempted setoff, back-charge, deduction, credit hold, or unilateral adjustment by Customer is void.
If Customer initiates a chargeback, ACH reversal, payment dispute, or similar reversal inconsistent with these Terms, Customer remains liable for the full contract amount, plus any chargeback fees, collection costs, court costs, and reasonable attorney fees to the extent recoverable under these Terms and applicable law.
Customer is solely responsible for providing accurate, complete, and deliverable recipient information, including recipient names, business names where applicable, shipping addresses, apartment or suite numbers, postal information, and any other requested shipment data.
For bulk orders, Customer must provide all required recipient lists, address files, gift messages, branding assets, artwork, insert copy, shipping selections, and other needed order information by the deadline stated by Company. If Company does not specify a deadline, all such materials must be received no later than seven (7) calendar days before the planned ship week for standard orders, and earlier if requested for larger orders.
If Customer submits incomplete, late, inaccurate, revised, or corrected information after Company’s stated deadline, Company may, at its sole discretion:
Company is not liable for delay, error, or nonperformance resulting from late, incomplete, inaccurate, or changed information supplied by Customer.
Customer is solely responsible for ensuring that each shipping address is valid and deliverable by the selected carrier. FedEx and UPS do not deliver to P.O. Boxes. Orders addressed to P.O. Boxes, invalid addresses, incomplete addresses, or undeliverable addresses remain Customer’s responsibility.
If a shipment is delayed, returned, refused, discarded, destroyed, or otherwise becomes undeliverable because of incorrect, incomplete, outdated, or invalid address information supplied by Customer, Company has no obligation to refund or replace that shipment.
If Company elects, in its sole discretion, to send a replacement shipment to an address that was invalid or undeliverable due to Customer-supplied information, Customer must pay eighty percent (80%) of Company’s then-current regular bulk-order price for the replacement shipment, plus any applicable shipping, handling, address correction, administrative, and related charges.
Fresh fruit is shipped promptly following harvest based on supply made available to Company by its third-party growers and packing partners. Company relies in part on harvest timing, maturity, and related representations supplied by third-party growers and suppliers and does not independently guarantee the accuracy of all such representations.
Unless otherwise stated by Company in writing, peaches and similar fresh fruit are typically shipped at a firm, mature, ready-to-finish-ripening stage suitable for transit rather than soft tree-ripe condition. Cosmetic variation is normal. Minor bruising, rub marks, color variation, superficial scarring, firmness variation, sugar variation, and normal in-transit softening are not defects if the fruit is generally merchantable for fresh consumption within a reasonable ripening window for shipped produce.
Company generally ships fresh fruit only on Monday or Tuesday in order to reduce weekend delays and preserve freshness. Company may depart from that practice only if it elects to do so. Customer acknowledges and agrees that Company is not required to honor requests to:
Any accommodation requested by Customer is subject entirely to Company’s sole discretion and may be refused without liability.
Any ship date, arrival date, delivery date, event date suitability estimate, transit time estimate, or similar timing statement is an estimate only, not a guarantee. Actual shipment and delivery depend on factors beyond Company’s control, including weather, crop timing, field conditions, packing conditions, carrier pickup schedules, carrier capacity, transportation disruptions, labor shortages, road conditions, mechanical issues, government action, and force majeure events.
Customer assumes the risk that gifts may arrive earlier or later than expected. Company does not guarantee delivery on or by any particular date unless Company expressly states in a signed writing that a date is guaranteed, and even then only to the extent expressly stated.
Company may ship by FedEx, UPS, LTL reefer freight, or any other carrier or method selected by Company in its sole discretion.
Once goods are tendered to the carrier, Company is not responsible for carrier-caused delay, missed delivery windows, scanning errors, weather holds, capacity delays, rerouting, service disruptions, theft, loss, spoilage during carrier custody, or damage caused by carrier handling, except to the extent non-waivable law provides otherwise.
If a carrier causes delay, damage, loss, or destruction affecting part or all of an order, Customer’s recourse is against the carrier to the extent a claim is available. Company is not required to reimburse, refund, credit, or replace any shipment because of carrier-caused delay, late delivery, nondelivery, or carrier-caused damage, unless Company elects otherwise in its sole discretion.
Company may, but is not obligated to, assist with carrier claims. Any such assistance is a courtesy only and does not create liability. Customer agrees to cooperate fully with any carrier claim process, including providing prompt written information, recipient cooperation, photographs, packaging retention, and any other information reasonably requested.
For some very large orders, Company may offer shipment in grocery-pack style cases or other nonstandard packaging, including approximately 18-25 lb. cases shipped by LTL reefer freight rather than individual padded 12-count gift boxes.
This service is not guaranteed, is available only on request, and will be provided only if Company approves it in its sole discretion. Company may decline, modify, suspend, or cancel such arrangements at any time.
If Customer requests custom branding, custom notes, gift messages, inserts, labels, logos, artwork, or other customized materials, Customer is solely responsible for the accuracy, legality, completeness, and final approval of all such content.
Company may require Customer approval of proofs, layouts, copy, or mockups. Once approved by Customer, all content is deemed accepted as correct. Company is not liable for spelling errors, formatting issues, omitted text, logo quality, artwork defects, legal compliance of Customer-supplied content, or other errors contained in materials approved or supplied by Customer.
Late changes to approved materials may be refused or may result in additional charges, shipment delay, omission of custom elements, or cancellation.
Customer must inspect shipments promptly upon arrival. Any claim that fruit arrived materially nonconforming, damaged, or unfit must be submitted to Company in writing within twenty-four (24) hours of recorded delivery for recipient-direct shipments, or within twenty-four (24) hours of tender for bulk or freight shipments.
The claim must include:
Failure to provide timely written notice with adequate supporting documentation waives the claim to the fullest extent permitted by law.
Customer must preserve the goods, packaging, and labels for inspection and must not discard, donate, reship, or materially alter the goods before Company or the carrier has had a reasonable opportunity to review the claim, unless delay would be commercially unreasonable for perishable goods.
Customer may request cancellation only by written notice actually received by Company.
For orders of twenty-five (25) recipients or fewer, cancellation requested at least ten (10) calendar days before the scheduled ship week may be approved by Company, less any nonrecoverable costs already incurred by Company, including without limitation card processing fees, packaging costs, administrative costs, labor, committed fruit purchases, and third-party charges.
For orders of more than twenty-five (25) recipients, cancellation requested at least thirty (30) calendar days before the scheduled ship week may be approved by Company, less any nonrecoverable costs already incurred by Company, including without limitation custom box orders, packaging commitments, design costs, administrative costs, labor, committed fruit purchases, freight planning costs, and third-party charges.
If Customer cancels outside the notice periods above, or if Company has already incurred or committed costs in reliance on the order, Customer agrees that Company may retain, as liquidated damages and not as a penalty, the greater of:
The parties acknowledge that damages from cancellation of seasonal, date-sensitive, and perishable bulk fruit orders are difficult to calculate with precision at the time of contracting, and that the above amounts are intended to represent a reasonable estimate of probable losses including committed fruit purchases, custom packaging, labor allocation, administrative time, freight planning, resale difficulty, and schedule disruption, and are not intended as a penalty.
Nothing in this Section limits Company’s right to recover greater actual damages where liquidated damages are held unenforceable or where applicable law otherwise permits recovery.
Without limiting any other defense, Company is excused from delay, reduced allocation, substitution, or nonperformance to the extent performance becomes commercially impracticable or is prevented, hindered, or delayed by events beyond Company’s reasonable control, including weather, freeze, hail, crop failure, disease, pest pressure, poor fruit quality, supplier default, packaging shortages, utility interruption, labor shortage, strike, war, terrorism, civil unrest, epidemic, pandemic, governmental action, road closure, wildfire, flood, transportation disruption, carrier capacity limits, equipment failure, or other force majeure event.
In such circumstances, Company may, at its sole discretion, delay shipment, allocate available product among customers, substitute goods, modify shipping plans, or cancel the order in whole or in part, without liability beyond the remedy expressly stated in Section 18.
Except as expressly stated in a writing signed by Company, the goods are sold subject only to any non-waivable warranties required by law. To the fullest extent permitted by law, Company disclaims all implied warranties, including the implied warranty of merchantability and the implied warranty of fitness for a particular purpose. There are no warranties that extend beyond the description expressly stated in Company’s written order confirmation or invoice.
Customer acknowledges that fresh produce is perishable, seasonal, and inherently variable, and that ordinary variation in ripeness, firmness, color, size, sugar, cosmetic appearance, and transit performance is expected.
Company does not guarantee that any shipment will arrive in time for a particular presentation date, event date, conference, client meeting, holiday activation, employee program, family event, holiday gathering, or other intended use, even if informed of that purpose. Customer assumes full responsibility for planning lead time, contingency planning, and any downstream commitments made by Customer.
To the fullest extent permitted by law, Customer shall defend, indemnify, and hold harmless Company and its owners, members, managers, employees, agents, growers, suppliers, and affiliates from and against any third-party claims, losses, liabilities, damages, judgments, costs, and expenses (including reasonable attorney fees) arising out of or related to:
This Section is intended to apply particularly in business, organizational, fundraising, promotional, resale, and other commercial-use contexts.
To the fullest extent permitted by law, customer’s sole and exclusive remedy for any claim arising out of or relating to the goods, the order, delay, nondelivery, damage, substitution, cancellation, or alleged breach shall be, at Company’s sole option: (A) shipment of the ordered fruit; (B) shipment of a substitute fruit or substitute product selected by Company in its sole discretion; or (C) refund of the amount actually paid to Company for the affected goods.
To the fullest extent permitted by law, and especially in commercial or business transactions, Company shall not be liable for any indirect, incidental, special, exemplary, consequential, or punitive damages, or for any lost profits, lost revenue, loss of goodwill, loss of business opportunity, reputational harm, client dissatisfaction, cost of cover, cost of substitute gifts, internal administrative costs, or third-party claims, whether arising in contract, tort, statute, or otherwise, even if advised of the possibility of such damages.
Company’s total aggregate liability shall not exceed the amount actually paid to Company for the specific goods giving rise to the claim.
Without limiting the foregoing, Company is not liable for consequences arising from late shipment, late delivery, carrier delay, carrier damage, crop shortfall, substitution, order cancellation, inability to fulfill Customer’s intended business purpose, inability to fulfill Customer’s intended personal event purpose, or Customer’s downstream obligations to any third party.
Unless Company expressly agrees otherwise in writing, title and risk of loss pass to Customer upon Company’s tender of the goods to the carrier or freight provider at the shipping point. Customer acknowledges that this allocation of risk is a material basis of pricing.
Customer is responsible for any post-delivery storage, handling, redistribution, resale, workplace distribution, household distribution, recipient instructions, or other post-delivery use after delivery. Company is not responsible for deterioration caused by improper storage, excessive heat, freezing after delivery, delayed opening, office closures, recipient unavailability, or failed internal redistribution by Customer.
These Terms and any dispute arising out of or relating to the order or goods shall be governed by the laws of the State of Colorado, including applicable provisions of Colorado’s Uniform Commercial Code, without regard to conflict-of-laws rules.
The parties agree that exclusive venue and exclusive jurisdiction for any state-court action shall lie in the state courts located in Delta County, Colorado. If and only if federal subject-matter jurisdiction exists, the parties consent to exclusive venue in the United States District Court for the District of Colorado.
Each party waives, to the fullest extent permitted by law, any objection based on inconvenient forum, lack of personal jurisdiction, or improper venue.
In any action or proceeding arising out of or relating to these Terms, the prevailing party shall be entitled to recover its reasonable attorney fees, court costs, and recoverable litigation expenses from the non-prevailing party, except to the extent prohibited by applicable law.
Any claim arising out of or relating to the sale of goods under these Terms must be brought within the time allowed by applicable Colorado law.
Customer agrees that payment, electronic approval, email approval, quote acceptance, invoice payment, checkbox acceptance, or order submission constitutes a signed acceptance of these Terms.
These Terms, together with the applicable quote, invoice, and any written order confirmation issued by Company, constitute the entire agreement between the parties regarding the subject matter of the order and supersede all prior or contemporaneous discussions, negotiations, proposals, emails, representations, understandings, and agreements concerning that subject matter.
These Terms may not be amended, supplemented, modified, waived, discharged, rescinded, contradicted, or added to except by a written instrument signed by an authorized representative of Company. No oral statement, course of dealing, course of performance, email exchange not expressly approved by Company as an amendment, trade usage, accommodation, or prior practice shall amend these Terms or create any obligation inconsistent with them.
No employee, representative, agent, contractor, grower, packer, shipper, customer service representative, or salesperson of Company has authority to alter these Terms unless the change is expressly set forth in a writing signed by an authorized representative of Company.
Customer acknowledges that Company’s acceptance of an order, acceptance of payment, shipment of goods, or attempt to accommodate a request does not waive or modify these Terms.
Failure by Company to insist on strict performance of any provision, or any delay in exercising any right or remedy, shall not constitute a waiver of that provision or any other provision. Any waiver must be in a writing signed by an authorized representative of Company and shall be limited to the specific matter expressly identified.
If any provision of these Terms is held invalid, unenforceable, or limited in application, the remaining provisions shall remain in full force and effect to the fullest extent permitted by law.
The parties are independent contracting parties. Nothing in these Terms creates a partnership, joint venture, fiduciary relationship, franchise relationship, employment relationship, or agency relationship.