Terms and Conditions for the Sale of PRODUCT

1. Terms and Conditions: These Terms and Conditions of Sale (“Terms”) shall apply to the sale of Products by La Colombe to Customer and constitute the entire agreement between La Colombe and Customer with respect to Customer’s purchase and La Colombe’s sale of Products, to the exclusion of any pre-printed or contrary terms of any purchase order (or similar document) and supersedes and cancels any prior discussions, understandings or representations between La Colombe and Customer.  La Colombe expressly rejects Customer’s general terms and conditions of purchase, and fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions or serve to modify or amend these Terms.  No addition to or modification of these Terms shall be binding upon La Colombe unless expressly agreed to by La Colombe in writing, and, if these Terms are deemed an offer, acceptance is expressly limited to these Terms. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Products (“Existing Agreement”), then the Existing Agreement shall prevail to the extent of any inconsistency with these Terms.
2. Definitions: Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 19 below.
3. Purchase Orders: Customer’s purchase order shall be an offer to buy, under these Terms, all Products listed in such order.  All orders must be accepted by La Colombe (which acceptance may be evidenced by La Colombe’s shipment of Product) or La Colombe will not be obligated to sell the Products to Customer.  La Colombe may choose not to accept purchase orders at its sole discretion.  If an order exceeds La Colombe’s inventory, La Colombe may allocate available inventory in La Colombe’s discretion, without liability to Customer or any third party.  
4. Price and Payment Terms: The price payable for the Products purchased by Customer shall be La Colombe’s published price list in force as of the date of the purchase order (the “Purchase Price”). Customer shall be responsible for the payment of all taxes, withholding, duties and other governmental assessments upon or with respect to the sale, purchase, use, receipt or shipment of Products (other than taxes based solely on La Colombe’s net income), including, without limitation, sales or use tax or similar taxes, provided that La Colombe will not invoice Customer for taxes to the extent Customer has provided La Colombe with evidence that Customer is exempt from paying and/or La Colombe is exempt from collecting such tax. The Purchase Price shall be paid in U.S. Dollars.  If Customer has been approved by La Colombe for credit, Customer shall pay all amounts invoiced within 14 days from invoice date.  La Colombe reserves the right to require pre-payment in its sole discretion. All sums not paid when due will accrue interest daily at the lesser of an annual rate of 18% or the highest rate permissible by law on the unpaid balance until paid in full.  Customer shall have no right to offset or deduct any amount from the amounts owed to La Colombe.  In any action by La Colombe to enforce its right to payment, La Colombe shall be entitled to recover its reasonable attorneys’ fees, costs or other expenses to the extent it is the prevailing party.  Purchase orders placed via La Colombe’s website may be paid by approved credit cards.  In paying by credit card, Customer represents and warrants that (i) the credit card information Customer supplies to La Colombe is true, correct and complete, (ii) Customer is duly authorized to use such credit card for the purchase, (iii) charges incurred by Customer will be honored by Customer’s credit card company, and (iv) Customer will pay charges incurred by Customer at the posted prices, including, if applicable, shipping and handling charges and all applicable taxes.
5. Delivery: The Products will be delivered within a reasonable time after receipt of the Buyer’s purchase order, subject to availability of the Products.  Shipping and delivery dates are estimates only and cannot be guaranteed.  La Colombe is not liable for any delays in shipment. Unless otherwise agreed in writing by the Parties, La Colombe shall deliver the Products to Customer’s address as specified in its purchase order using La Colombe’s standard methods for packaging and shipping such Products.  La Colombe may, in its sole discretion, without liability or penalty, make partial shipments of Products to Customer.  Each shipment will constitute a separate sale, and Customer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Customer’s purchase order. Customer will pay all shipping and handling charges, unless otherwise agreed in writing by the Parties.  Title and risk of loss of Products shall pass to Customer upon delivery.   
6. Returns:  Please contact La Colombe’s Client Services department to verify a Product’s eligibility for return.  
7. Quality Assurance:  La Colombe shall have no obligation to ensure that any Products purchased from La Colombe meet any special quality assurance specifications and/or other requirements of Customer unless such specifications and/or other requirements are expressly agreed to in writing by La Colombe.  
8. Default:  If Customer (a) fails to tender any payment when due in accordance with these Terms and the terms of the applicable invoice, (b) is determined by La Colombe to be likely to default in any such payment, including without limitation if Customer is unable, or states that is unable, to pay its debts as and when they become due or where a receiver is appointed for all or any portion of the assets of Customer, or (c) fails in any other respect to perform its obligations in accordance with these Terms, the occurrence of any of the events specified in clauses (a) – (c) above being deemed to constitute a material breach hereof, La Colombe may treat such default as (i) a total breach of the entire contract, or (ii) a breach only as to the individual shipment or installment, and, in addition to any other rights or remedies which La Colombe may have at law or in equity, La Colombe may (x) cancel Customer’s purchase order, (y) terminate Customer’s purchase order as to the portion thereof in default or as to any unshipped balance, or both.  All rights and remedies of La Colombe shall be cumulative and not exclusive of any other rights or remedies which La Colombe would otherwise have at law or in equity.  
9. Descriptions and Specifications; Samples:  To the extent permitted by applicable law, all descriptive specifications and other data furnished by La Colombe or otherwise contained online or in catalogues or other advertising materials are approximate only and are intended to be merely a general description of Products and are not incorporated by reference into any agreement between La Colombe and Customer, under these Terms or otherwise.  To the extent permitted by applicable law, any sample, description or visual representation or details of Product provided by La Colombe to Customer are representative only, and the actual Product delivered may differ, provided such differences are not materially adverse to Customer, as reasonably determined by La Colombe.  
10. Warranty; Limitation of Liability:  La Colombe represents and warrants to Customer that, as of the date of shipment (a) La Colombe has the right to convey good title to the Product, (b) the Product is not adulterated or misbranded within the meaning of the Federal Food, Drug, and Cosmetic Act, and (c) the Product is not an article which may not be introduced into interstate commerce.
11. EXCEPT AS EXPRESSLY SET FORTH IN THE IMMEDIATELY PRECEDING SENTENCE, LA COLOMBE HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT SHALL LA COLOMBE BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL OR INDIRECT DAMAGES WHATSOEVER INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, LOST PROFITS, DAMAGE TO GOODWILL OR REPUTATION, BUSINESS INTERRUPTION, OTHER INDIRECT PECUNIARY LOSS OR OTHER INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, WHETHER  ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE, FAILURE TO WARN OR STRICT LIABILITY), CONTRIBUTION, INDEMNITY, SUBROGATION OR OTHERWISE, EVEN IF LA COLOMBE HAS BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES.  CUSTOMER ASSUMES ALL RISKS AND LIABILITIES FOR ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY RESULTING FROM THE USE OR SUBSEQUENT SALE OF THE PRODUCTS, EITHER ALONE OR IN COMBINATION WITH OTHER PRODUCTS.  
12. Exclusive Remedy:  Customer’s exclusive remedy and La Colombe’s sole liability for shipment of nonconforming Product, including breach of the limited warranty set forth in Section 10 above, is expressly limited to either, at La Colombe’s sole discretion, (i) a refund of the Purchase Price paid by Customer with respect to such Product or (ii) replacement of such Product with conforming Product.  CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE REMEDIES GRANTED TO IT HEREUNDER ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES WITH RESPECT TO ANY CLAIM BY CUSTOMER IN CONNECTION WITH OR RELATING TO THE PRODUCTS.
13. Force Majeure:  Neither party shall be liable for any delay or failure to carry out or make continuously available its obligations hereunder if such delay or failure is due to any cause beyond such party’s control, whether foreseeable or unforeseeable, including without limitation restrictions of law or regulations, labor disputes, acts of God, flood, fire, earthquake, acts of terrorism or war, telecommunications, network or power failure or interruptions, mechanical or electrical breakdowns, shortage of supplies, power and/or transportation, pandemic, epidemic, national or regional emergency, government mandates or executive orders and/or lockdowns (a “Force Majeure Event”). The party affected by the Force Majeure Event must give notice to the other party of such event. During the Force Majeure Event, the parties will negotiate in good faith to address the Force Majeure Event in a fair and equitable manner and will extend any timelines for completion by a period of time reasonably necessary to overcome the effects of the Force Majeure Event.  The impacted party shall not be liable for any loss, costs or damages resulting from such delay or failure to perform its obligations hereunder.
14. Confidential Information; Duty Not to Disclose:  Customer agrees that it shall not use or disclose, or permit the use or disclosure of, La Colombe Confidential Information, except as required by these Terms.  All use or disclosure of La Colombe Confidential Information shall be for the sole and exclusive benefit of La Colombe.  Customer shall obtain La Colombe’s written consent prior to any publication, presentation, public announcement or press release concerning its relationship as a Customer of La Colombe and shall not disclose the terms of any purchase order accepted by La Colombe other than to such of Customer’s employees who have a need to know such information in the ordinary course of Customer’s business.
15. Intellectual Property Rights:  All Intellectual Property of either party hereto, and all modifications thereto, shall at all times be and remain the sole and exclusive property of such party, and neither these Terms nor any purchase order submitted by Customer and accepted by La Colombe hereunder shall constitute a license to either party to use or display the Intellectual Property of the other party, except to the limited extent necessary in connection with its performance under any such purchase order. 
16. Audit Rights:  La Colombe may, upon at least 15 days prior written notice, inspect, or have an accountant or auditor inspect, Customer’s books and records relating to these Terms, Customer’s purchase orders and Customer’s compliance herewith and therewith, for up to two (2) years of prior records from the date of such audit. Any such audit will be conducted during Customer’s normal business hours and in a manner that does not interfere with Customer’s normal business operations.  In the event the cost of any such audit shall exceed $2,000, Customer shall reimburse La Colombe for such excess cost. 
17. Export Laws:  Customer acknowledges that sales of the Products may be subject to export and import control laws, restrictions and regulations imposed by the United States or other jurisdictions.  Customer shall comply with all applicable export laws, restrictions and regulations of the United States, the European Union or other foreign agency or authority and agrees not to import, export or re-export, or allow the import, export or re-export of, any Product in violation of any such laws, restrictions or regulations.  Customer hereby certifies to La Colombe that neither it nor any of its customers is on any U.S. government restricted parties list or similar list and shall be solely responsible for obtaining any and all necessary licenses in connection with the import, export or re-export of Products.
18. Foreign Corrupt Practices Act:  In conformity with the US Foreign Corrupt Practices Act, or any other applicable anti-corruption law, and La Colombe’s guidelines related thereto, Customer shall not directly or indirectly make an offer, payment, promise to pay, authorize payment, promise to give, or otherwise induce the giving of anything of value for the purpose of influencing an act or decision of an official of any government entity, political party or office (including a decision not to act) to affect any act or decision in order to assist Customer or La Colombe, in obtaining, retaining or directing any business.  Any violation of this provision is considered a material breach of contract, allowing for immediate termination by La Colombe without notice or opportunity to cure, and Customer will indemnify La Colombe for associated costs.
19. General: 

1. Any rights and obligations which by their nature extend beyond any expiration or termination of these Terms shall survive such expiration or termination, including the provisions of Sections 9 (Default), 11 (Warranty; Limitation of Liability), 12 (Exclusive Remedy), 14 (Confidential Information; Duty Not to Disclose), 15 (Intellectual Property Rights), 16 (Audit Rights) and this Section 19. 
2. These Terms shall in all respects be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflict of laws principles. The parties agree that any claim or dispute arising hereunder shall be resolved by a court located in New York County, New York.  Customer irrevocably consents to the personal jurisdiction of the state and federal courts in and for New York County, New York, and irrevocably waives any claim it may have that any proceedings brought in such courts have been brought in an inconvenient forum. The English language version of these Terms shall govern and control any translation of these Terms into any other language. The parties specifically waive application of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The word “including” shall mean including without limitation. 
3. Any notice to be given hereunder will be in writing and addressed to the party at the address stated in La Colombe’s order acknowledgement, and, with respect to La Colombe, with a copy to LCT OpCo LLC, 200 Lafayette Street, 6th Floor, New York, New York 10012, Attention: Chief Legal Officer and General Counsel.  Notices will be deemed given and effective (i) if personally delivered, upon delivery, (ii) if sent by an overnight service with tracking capabilities, upon receipt; or (iii) if sent by electronic mail, at such time as the party which sent the notice receives confirmation of receipt by the applicable method of transmittal. 
4. If any court of competent jurisdiction holds that any provision of these Terms is illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions herein will not be affected or impaired, and all remaining terms hereof shall remain in full force and effect, provided that this provision shall not be applied to defeat the intent of the parties. 
5. No course of dealing or failure by either party to strictly enforce any term, right or condition of these Terms will be construed as a waiver thereof.    Any waiver by either party of a breach of any provision of these Terms will not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of these Terms.  Any waiver must be in writing and signed by the party so waiving.  
6. Customer’s rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Customer without the prior written consent of La Colombe. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations hereunder.
7. All capitalized terms used herein, to the extent not defined elsewhere in these Terms shall have the following meanings:  “La Colombe” means LCT OpCo LLC, a Pennsylvania limited liability company, and each of its parent, subsidiaries and affiliates (which shall include any corporation or entity which, directly or indirectly, controls, is controlled by or is under common control with, LCT OpCo LLC), and each of their respective successors and assigns, individually and collectively. “La Colombe Confidential Information” means information, in whatever form or medium, disclosed by or on behalf of La Colombe to Customer which relates to La Colombe’s business or other information not generally known to the public, including, without limitation, commercial, business, financial, and technical information, such as its business plans, operations, specifications, formulas, processes, methods, inventions, flavors, concepts, ideas, applications, ingredients, recipes, know-how, discoveries, technology, intended use or sale of products, capabilities, systems, pricing, controls, standards, suppliers, customers and personally identifiable information and the terms of any agreement between La Colombe and Customer and the discussions, negotiations and proposals related thereto.  Confidential Information shall not include information that (a) Customer can demonstrate, as evidenced by its written records, was in its possession or control prior to the time of its disclosure hereunder; (b) is or becomes publicly known, through no wrongful act of Customer or any Customer personnel; (c) Customer can demonstrate, as evidenced by its written records, was received by it from a third party free to disclose it without obligation (whether contractual, legal, fiduciary or otherwise) to La Colombe; or (d) Customer can demonstrate, as evidenced by its written records, was developed independently by it without use of, or reference to, the Confidential Information.  “Customer” means the Customer identified in La Colombe’s Order Acknowledgement. “Intellectual Property Rights” means any and all tangible and intangible: (i) copyrights and other rights associated with works of authorship throughout the world, including moral rights, and all derivative works thereof; (ii) trademark, service mark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, designs, algorithms, utility models, and other industrial property rights, and all improvements thereto; (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise; and (vi) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter in force (including any rights in any of the foregoing). “Products” means, individually and collectively, La Colombe’s currently generally available products for consumption listed on La Colombe’s then current price list or that are otherwise sold to Customer hereunder, excluding any filtered coffee machine, espresso machine, cold brew dispenser, coffee/espresso grinder, or other equipment used for the preparation of Products. “UCC” means the New York Uniform Commercial Code. 

Terms and Conditions for the Sale of EQUIPMENT

1. Terms and Conditions:  These terms and conditions (these “Terms”) apply to the purchase and sale of Equipment by La Colombe to Customer. These Terms constitute the agreement between La Colombe (referred to as “us”, “we”, or “our” as the context may require) and Customer (referred to as “you”) with respect to Customer’s purchase and La Colombe’s sale of Equipment, to the exclusion of any pre-printed or contrary terms of any purchase order (or similar document) and supersedes and cancels any prior discussions, understandings or representations between La Colombe and Customer.  No addition to or modification of these Terms shall be binding upon La Colombe unless expressly agreed to by La Colombe in writing, and, if these Terms are deemed an offer, acceptance is expressly limited to these Terms.  
2. Definitions:  Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 18 below.
3. Order Acceptance and Cancellation: You agree that your order is an offer to buy, under these Terms, the Equipment listed in your order. All orders are subject to our acceptance. We may choose not to accept orders at our sole discretion. You acknowledge that any confirmation email with your order number and details of the items you have ordered serves only to confirm our receipt of your order and not as our acceptance of your order.
4. Prices and Payment Terms:  The price charged for Equipment shall be La Colombe’s price for such Equipment in effect at the time the order is placed, which will be clearly stated in the order quote emailed or otherwise provided to you. Terms of payment are within our sole discretion. Invoices are due and payable within 14 days from the invoice date. We may charge a late payment penalty of 1.5% per month on undisputed amounts, or the maximum rate permitted by law, whichever is less. Without waiving any of our other rights or remedies, we may refuse additional orders and suspend any services until all overdue amounts are paid in full.
5. Shipments; Delivery; Title and Risk of Loss:
   1. We will arrange for shipment of the Equipment to you. You will pay all shipping and handling charges unless otherwise specified in the order confirmation.
   2. Title and risk of loss pass to you upon delivery. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipment.
6. Returns and Refunds: Please contact our Client Services department to verify whether your purchased Equipment is eligible for return.   
7. Manufacturer's Warranty and Disclaimers:  We do not manufacture the Equipment offered to you. Accordingly, we do not provide any warranties with respect to the Equipment offered to you; however, Equipment is covered by the manufacturer's warranty as detailed in the product's description on your order quote and included with the product. To obtain warranty service for defective products, please follow the instructions included in the manufacturer's warranty.
   1. ALL EQUIPMENT OFFERED TO YOU BY LA COLOMBE IS PROVIDED “AS IS” AND WE MAKE NO WARRANTIES WHATSOEVER WITH RESPECT TO THE EQUIPMENT INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
   2. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.
   3. YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER'S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.
8. Limitation of Liability: 
   1. IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
   2. OUR SOLE AND MAXIMUM LIABILITY FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE EQUIPMENT YOU HAVE ORDERED FROM US.
9. Goods Not for Resale or Export: You represent and warrant that you are buying Equipment for your own use only and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US.
10. Force Majeure: No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any of your obligations to make payments to us hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 3 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of 30 consecutive days following written notice given by it under this Section 10, either party may thereafter terminate this Agreement upon 10 days' written notice. 
11. Governing Law and Jurisdiction: All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York. The parties agree that any claim or dispute arising under this Agreement shall be resolved by a court located in New York County, New York.  Customer irrevocably consents to the personal jurisdiction of the state and federal courts in and for New York County, New York, and irrevocably waives any claim it may have that any proceedings brought in such courts have been brought in an inconvenient forum. The English language version of these Terms shall govern and control any translation of these Terms into any other language. The parties specifically waive application of the United Nations Convention on Contracts for the International Sale of Goods (CISG). The word “including” shall mean including without limitation.
12. Assignment: You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 12 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
13. No Waivers: The failure by us to enforce any right or provision of these Terms does not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision is effective only if in writing and signed by a duly authorized representative of La Colombe.
14. No Third-Party Beneficiaries: These Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.
15. Notices:
    1. To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide, or (ii) providing written notice addressed to the party at the address stated on the front of the order confirmation. Notices sent by email are effective when we send the email and notices provided in writing will be deemed given and effective upon delivery. It is your responsibility to keep your email address current.
    2. To Us. To give us notice under these Terms, you must contact us by personal delivery, overnight courier or registered or certified mail to LCT OpCo LLC, 200 Lafayette Street, 6th Floor, New York, New York 10012, Attention: Chief Legal Officer and General Counsel. Notices provided by personal delivery is effective immediately. Notices provided by overnight courier is effective one business day after they are sent. Notices provided by registered or certified mail is effective three business days after they are sent.
16. Severability: If any provision of these Terms is invalid, illegal, void, or unenforceable, then that provision is deemed severed from these Terms and does not affect the validity or enforceability of the remaining provisions of these Terms.
17. Entire Agreement: Our order confirmation, these Terms, our Website Terms of Use, and our Privacy Policy is deemed the final and integrated agreement between you and us on the matters contained in these Terms.
18. Definitions:  All capitalized terms used in these Terms, to the extent not defined elsewhere in these Terms, shall have the following meanings:  “La Colombe” means LCT OpCo LLC, a Pennsylvania limited liability company, and each of its parent, subsidiaries and affiliates (which shall include any corporation or entity which, directly or indirectly, controls, is controlled by or is under common control with, LCT OpCo LLC), and each of their respective successors and assigns, individually and collectively. “Customer” means the Customer identified in the order confirmation. “Equipment” means filtered coffee machines, espresso machines, cold brew coffee dispensers/equipment, coffee/espresso grinders, and other equipment used for the preparation of coffee products.