Terms of service.

Effective Date: March 1, 2025

Company: Westman LLC dba Rose City Delights

Address: 320 SE Baseline St, Hillsboro, OR 97123

Phone: 503-430-9667 | Website: www.rosecitydelights.com

1. Order Acceptance

All sales by Westman LLC dba Rose City Delights (“Seller”) are subject to these Terms of Sale, which shall prevail over any other terms, unless expressly agreed to in writing by Seller. No order shall be deemed accepted unless confirmed in writing by Seller. Buyer’s submission of a purchase order constitutes acceptance of these terms in full.

2. Payment Terms

Upon credit approval, Buyer may be granted Net 15 or Net 30 payment terms. Payment is due within the agreed-upon term from the date of invoice. Any past-due balances are subject to a monthly finance charge of 1.5% or the maximum rate permitted by law, whichever is lower. Seller reserves the right to suspend or terminate credit terms at any time without notice. All returned payments are subject to a $35 service fee.

3. Shipping Terms

Unless otherwise stated in writing, all sales are made EXW (Ex Works) Hillsboro, OR. Risk of loss and title pass to Buyer at the time of pickup or shipment. If Seller agrees to arrange shipping on Buyer’s behalf, such arrangements are made solely as a convenience and shall not affect EXW terms. Shipping charges will be added to the invoice or included in a separate written agreement. Claims for damage or shortage must be made in writing within 48 hours of delivery.

4. Return Policy

All sales are final. Due to the perishable nature of Seller’s products, no returns or exchanges are accepted except for verifiable defects or errors solely attributable to Seller. Buyer must report any issues within 48 hours of receipt. Approved claims may result in a store credit or replacement shipment, at Seller’s sole discretion. Unauthorized returns will not be accepted and will not result in a refund or credit.

5. Minimum Orders

Wholesale pricing is subject to a minimum order value of $100 per transaction. Seller reserves the right to cancel or adjust orders that do not meet minimum requirements.

6. Product Availability

All orders are subject to availability. Seller reserves the right to substitute, discontinue, or limit the quantities of products without prior notice. Seller will use commercially reasonable efforts to notify Buyer of any significant changes that affect order fulfillment.

7. Tax Exemption

If Buyer claims exemption from sales tax, a valid resale certificate or exemption form must be provided before order processing. Otherwise, Seller will apply all applicable sales taxes to Buyer’s invoice in compliance with Oregon and federal law.

8. Intellectual Property

All trademarks, designs, packaging, recipes, and other proprietary materials provided by Seller remain the sole property of Seller. Buyer shall not reproduce, alter, repackage, or use such materials for unauthorized purposes without Seller’s prior written consent.

9. Limitation of Liability

Seller’s liability for any claim arising out of this agreement shall not exceed the purchase price paid for the product at issue. In no event shall Seller be liable for indirect, incidental, special, or consequential damages, including lost profits or revenue, even if advised of the possibility of such damages.

10. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to conflict of law principles. Any disputes shall be resolved exclusively through binding arbitration under the rules of the American Arbitration Association, held in Washington County, Oregon. The prevailing party shall be entitled to reasonable attorney’s fees and costs.

11. Amendments

Seller reserves the right to amend these Terms of Sale at any time without prior notice. The latest version will be available on Seller’s website. Continued business with Seller constitutes acceptance of the revised terms.