Starbucks Standard Terms & Conditions of Purchase
Version 3.0 Updated April 25 2014
Capitalized terms that are not defined in the Agreement have the meanings assigned to such terms in this Section 1.
“Affiliate” means, with respect to either party to the Agreement, any entity that controls, is controlled by, or is under common control with the applicable party through the exercise of voting power or otherwise.
“Agreement” means, collectively, these Standard Terms and Conditions of Purchase, as amended, revised, and updated, Starbucks purchase agreement, purchase schedule, Order, blanket purchase agreement, Specifications, standards and policies referenced in and accompanying documentation that incorporate these Standard Terms and Conditions of Purchase.
“Authorized Buyer” means a third party that is identified by Starbucks as a party that is authorized to purchase Products from Seller pursuant to the terms of the Agreement.
“Authorized Representative” means an officer of a party holding the title of Vice President or a title more senior than Vice President.
“Confidentiality Agreement” means Starbucks confidentiality and non-disclosure agreement that Seller already has executed or will execute and deliver to Starbucks as part of the Agreement.
“Deliverables” means (i) the reports, presentations, data, information, notes, designs, specifications, studies, instructions, analyses, translations, training materials, prototypes, samples, concepts, recipes, computer programs, graphics, logos, images, prints, photographs, and any other items created for Starbucks or delivered or to be delivered to Starbucks in connection with the Services, and (ii) any “Deliverables” identified in an Order.
“Intellectual Property” means domestic and international rights in any (i) trademarks, (ii) patents, (iii) copyrights, (iv) trade secrets and confidential information, (v) other intellectual proprietary property (of every kind and nature and however designated), whether arising by operation of law, contract, license, or otherwise, (vi) derivatives, improvements, and modifications of the foregoing, and (vii) all registrations, applications, renewals, extensions, continuations, continuations-in-part, divisions or reissues of the foregoing now or hereafter in force or hereafter acquired or adopted.
“Marks” means the name or any trademark, service mark, trade dress or logo of Starbucks.
“Order” means a purchase order, a blanket purchase agreement, a blanket purchase order, a release against a blanket purchase agreement, a job or work order, a statement of work, or other mechanism for ordering Products or Services.
“Product” means the goods and products, and any services related or incidental thereto, that are (i) offered for sale by Seller to Starbucks and/or Authorized Buyers, or (ii) purchased by Starbucks and/or Authorized Buyers from Seller, its Affiliates, service providers, agents, distributors, or representatives under this Agreement.
“Seller” means the entity listed in the Agreement as seller, including Seller’s Affiliates, agents, representatives, and service providers.
“Services” means the services described in any Order, and the Deliverables provided in connection with such Services or otherwise provided by Seller under this Agreement.
“Specifications” means, as applicable (i) the written specifications, requirements, guidelines and/or standards with respect to the Product or Services that have been provided or approved by Starbucks; (ii) a physical sample or prototype of the Product that has been provided by Starbucks to Seller; or (iii) a physical sample or prototype of the Product that has been provided by Seller and approved by Starbucks.
“Starbucks” means Starbucks Corporation and its Affiliates.
“Starbucks Intellectual Property” means Intellectual Property that is owned or licensed by Starbucks, including without limitation the Marks and Starbucks confidential information.
“Starbucks Supplier Guidance” means Starbucks Supplier Guidance, as it may be amended, updated, and revised from time to time by Starbucks. Seller shall comply with the requirements set forth in Starbucks Supplier Guidance. A copy of Starbucks Supplier Guidance is located at http://starbucks.com/suppliers.
2. Starbucks Offer to Purchase.
The Agreement represents Starbucks offer to purchase the Products and Services set forth on the Order.
Starbucks offer to purchase the Products and Services is expressly limited to, and expressly made conditional on, Seller’s acceptance of the terms of the Agreement, including without limitation, these Standard Terms and Conditions of Purchase. Starbucks objects to any different or additional terms.
3. Seller’s Acceptance.
Seller will be deemed to have accepted the terms of the Agreement: (i) even if Seller’s acceptance purports to make acceptance conditional on acceptance of inconsistent, additional or different terms to the Agreement; (ii) when acknowledged by Seller in writing; or (iii) if Seller makes any shipment or performance in response to or in anticipation of an Order.
The purchase price will be set forth in the Order. Unless otherwise provided in the applicable Order, the price set forth in the Order includes all applicable taxes, duties, tariffs, surcharges, and other amounts assessable by any government authority with respect to the Products or Services. The purchase price may not be modified or changed without the prior written agreement of Starbucks.
The quantity and description of any Product or Services will be set forth in the Order. Starbucks makes no representations regarding the number of Orders to be placed, or volume of Products or Services, beyond what is specified in an Order. Except for an Order, nothing in the Agreement will constitute a commitment on the part of Starbucks to purchase any specific quantity, amount or type of Product or Services.
Seller’s invoices, together with such supporting documents as may be reasonably requested by Starbucks, must be sent in accordance with the schedule and to the address listed in the Agreement or on the Order. Additional requirements regarding invoices are contained in the then current Starbucks Supplier Guidance (Invoice Detail Minimum Data Required).
7. Payment Terms
Unless otherwise set forth in the applicable Order, payment terms are net 45 days from Starbucks receipt of a correct and undisputed invoice from Seller.
8. Authorized Buyers
8.1. Seller acknowledges and agrees that from time to time Starbucks may designate an Authorized Buyer to purchase Products from Seller and that Products purchased by Authorized Buyers may be used and incorporated into goods and products that are manufactured, produced, and supplied by Authorized Buyers to Starbucks. The Agreement will govern all Orders issued by Starbuck and/or its Authorized Buyers, and all Products that are, directly or indirectly, supplied to Starbucks.
8.2. Seller acknowledges and agrees that Starbucks is not acting as a guarantor with respect to the acts or omissions of any Authorized Buyer. Without limiting the generality of the foregoing, Starbucks will not be liable for any act or omission of any Authorized Buyers, including without limitation an Authorized Buyer’s failure to purchase its forecasted quantities or pay for Products delivered to the Authorized Buyer.
8.3. If Starbucks notifies Seller in writing that a named party is no longer an Authorized Buyer, Seller will immediately cease to accept any Orders from such party and will not deliver or prepare for pickup any Products with respect to any unfulfilled Orders.
8.4. Seller acknowledges and agrees that Authorized Buyers that purchase Products are intended third party beneficiaries of the terms of the Agreement.
9. Acceptance; Nonconforming and Late Deliveries.
9.1. All Products and Services are subject to inspection and acceptance as described in the Agreement and Starbucks Supplier Guidance (Product Inspection and Acceptance & Nonconformance to Purchase Documents).
9.2. All shipments and deliveries of Product must be in accordance with the quantities and schedules stated in the Agreement. Substitutes will not be accepted. Time is of the essence. Seller may not make advanced, late, short or excess deliveries without the prior written consent of an Authorized Representative of Starbucks. Seller will promptly notify Starbucks of any known or anticipated delay or failure to meet any requirements of the Agreement. Starbucks is not obligated to pay for or accept Products that do not comply with the applicable Agreement, whether due to incorrect (over or short) quantities, untimely shipments or deliveries, or otherwise, and such shipments may be returned at Seller’s expense and risk.
9.2.1. If Seller delivers nonconforming Products, Starbucks may, in its sole discretion (i) accept all or any portion of a nonconforming delivery, or (ii) reject all or any portion of the nonconforming delivery. If Starbucks elects to accept a nonconforming delivery, Starbucks will only be obligated to pay for the Products that are accepted, subject to a mutually agreeable reduction in price or other consideration.
9.2.2. If Seller fails to deliver the Product within the time period or by the delivery date set forth in the Agreement, Starbucks may, in its sole discretion, reject or accept the late delivery.
9.3. All Deliverables must be developed, created, tested and delivered in accordance with the Specifications and this Agreement, including the due dates set forth in the applicable Order, or as otherwise agreed by the parties in writing. Following delivery of any Deliverable, Starbucks will have the right to review and evaluate the Deliverable to determine whether it complies with the terms of the Specifications and this Agreement.
9.3.1. If Starbucks rejects any Deliverable, it shall notify Seller of such rejection and the reason therefore, and Seller shall correct and redeliver, at Seller’s sole expense, the Deliverable within ten (10) business days of such notice, or such other period agreed upon by the parties in writing (the “Correction Period”).
9.3.2. If Seller fails to deliver any Deliverable by its due date, or if Starbucks rejects any Deliverable in accordance with this Section 9, then Starbucks may, at its sole option, and without waiving any other remedy: (i) extend the Correction Period; (ii) accept the non-conforming or untimely Deliverable and continue under this Agreement, subject to a mutually agreeable reduction in compensation payable to Seller or other consideration; (iii) reject the non-conforming or untimely Deliverable and receive a refund of any amounts paid to Seller for the Deliverable; or (iv) terminate the Agreement or the applicable Order without any obligation to pay any amount associated with the rejected or untimely Deliverable.
10. Shipping and Delivery
Unless otherwise specified in an Order, if a shipment of Products both originates and ends within the United States, title and risk of loss will pass at Starbucks distribution center identified on the Order. Unless otherwise specified in an Order, if a shipment of Products originates or ends within the United States, the parties agree that the shipping term will be DDP (as published by the International Chamber of Commerce 2010) Starbucks distribution center. Seller shall comply with any additional requirements regarding the packing and shipment of Products as set forth in Starbucks Supplier Guidance (Packaging and Shipping Requirements).
Starbucks reserves the right to terminate the Agreement or any Order by providing Seller with fifteen (15) days written notice. In addition, Starbucks may terminate the Agreement or any Order at any time if any of the following occurs: (i) Seller fails to comply with any requirements or obligations under the Agreement; (ii) Seller makes any assignment for the benefit of Seller’s creditors; or (iii) a receiver is appointed for Seller.
12. Obligations upon Termination
In the event of any termination of this Agreement or the expiration or termination of any Order, then, unless otherwise provided in the applicable Order, the following will apply:
12.1. Seller will cease performance and cooperate with Starbucks to affect an orderly, efficient, effective and expeditious winding-down of the parties' respective activities.
12.2. Seller will return to Starbucks all tools, data, information, items and other materials provided by or on behalf of Starbucks.
12.3. Seller will promptly deliver to Starbucks any completed or partially completed Deliverables which have been paid for.
12.4. Starbucks and Seller will make a fair and equitable modification of their rights and obligations under this Agreement; provided, however that Starbucks will not compensate Seller for any Services not performed or Products not shipped by the date of such expiration or termination, and in no event will Seller be entitled to any termination fee, reallocation of cost, recovery of lost profit or overhead charges. Seller’s claim for an equitable adjustment under this paragraph must be submitted to Starbucks in writing within 30 days of receipt of notice of termination, otherwise all such claims of Seller shall be deemed to have been waived.
Starbucks may initiate a recall, withdraw the Products, or suspend the sale or distribution of the Product (collectively, a “Recall”) if (i) the Products create a risk of personal injury or public safety, or (ii) Starbucks reasonably anticipates that the Products will adversely affect Starbucks, the Marks, and the goodwill associated with Starbucks and the Marks. Seller will not contact any third parties or make any public statement regarding any investigation, notification or Recall without the prior written consent of an Authorized Representative of Starbucks.
14. Representations and Warranties
Seller represents, warrants, and covenants to Starbucks that all Products and Services: (i) are free from defects; (ii) are merchantable and fit for their intended purpose; (iii) conform to the Specifications and other requirements of the Agreement; (iv) are free and clear of all liens, claims or encumbrances; (v) comply with all applicable laws, ordinances, regulations, rules or governmental orders; and (vi) do not infringe or violate the Intellectual Property rights of any third parties. Seller further warrants that all Services hereunder shall be performed by personnel with the experience, training, skill and other qualifications needed to perform the Services, and will be provided in a timely, professional and workmanlike manner, in accordance with the highest industry standards. Seller further represents and warrants that: (i) Seller has complied with and will at all times be in compliance with applicable laws, ordinances, regulations, rules or governmental orders; (ii) Seller has all necessary licenses, permits, rights, powers, and authority to enter into the Agreement and perform its obligations pursuant to the Agreement; and (iii) the execution and performance of the Agreement will not result in the breach by Seller of any agreement, covenant, court order, judgment or decree to which Seller is a party or by which it is bound. Unless otherwise provided in an Order, all warranties contained in the Agreement are in addition to all other warranties, express, implied or statutory, applicable to Seller or the Products or Services.
Seller shall indemnify, defend, and hold harmless Starbucks, any Authorized Buyers, and its and their directors, officers, managers, employees, representatives, agents, successors and assigns from against any and all third party actions, demands, allegations, claims, liability, investigations, suits, loss or expense, including, without limitation, reasonable attorneys’ fees and cost of litigation (“Claims”), arising out of or related to: (i) the actual or alleged infringement, violation, or misappropriation of a third party’s Intellectual Property rights by Seller or the Products or Services (excluding claims of infringement arising from Starbucks Intellectual Property); (ii) Seller’s breach of the Agreement; (iii) any claims of personal injury, death, or property damage caused by the Products or arising out of the Seller’s performance (or non-performance) of the Services; (iv) Seller’s negligence or willful misconduct; or (v) any disputes between Seller and any supplier, vendor, or service provider of Seller. In addition, Seller shall indemnify, defend, and hold harmless Starbucks and Authorized Buyers against any and all Claims arising out of or related to Recalls of the Product resulting from Seller’s breach of the Agreement, Seller’s violation of laws, or Seller’s negligence or willful misconduct. The obligation to pay attorneys’ fees in this indemnity provision includes all attorneys’ fees incurred in defending any claim or establishing the right to indemnity under this Agreement. All indemnification obligations survive the termination of this Agreement or any Order.
16. Starbucks Intellectual Property
Seller acknowledges that all rights of ownership of the Marks, Starbucks confidential information, and Starbucks Intellectual Property belongs exclusively to and inures to the benefit of Starbucks. Seller will not at any time acquire any rights, title or interest in the Marks, Starbucks confidential information, or Starbucks Intellectual Property. Seller agrees that it will not at any time contest the ownership or validity of any of the Marks, Starbucks confidential information, or Starbucks Intellectual Property, nor register or attempt to register any of the foregoing nor assist anyone else to do so, nor do anything that would jeopardize or diminish the Marks, Starbucks confidential information, or Starbucks Intellectual Property.
17. Works for Hire
Any work or work product, and all Intellectual Property related to any work or work product (collectively, “Works”), created by Seller or its employees, service providers, contractors, or agents at the request of Starbucks and incorporated into the Product or Services, including but not limited to any Deliverables, will be deemed to have been specifically ordered and commissioned by Starbucks, and will be considered a work made for hire from the moment of creation and will be the sole and exclusive property of Starbucks without any need for accounting therefore. To the extent that the Works are not considered works-made-for-hire, without reservation or limitation, Seller (on behalf of itself and its employees, service providers, contractors, and agents to) hereby assigns, transfers and conveys the Works to Starbucks, exclusively, irrevocably, and perpetually, together with all right, title and interest and any goodwill associated therewith throughout the world. No rights are reserved for or by Seller (or its employees, service providers, contractors, and agents to) or will revert to Seller, who expressly waives any rights of attribution or integrity. Seller agrees to obtain all appropriate releases and assignments necessary to convey to Starbucks the rights in the Works. Seller agrees to make (and shall cause its employees, service providers, contractors, and agents to make) full disclosure to Starbucks of all aspects of all Works. Seller agrees not to file for or register any patents, trademarks, or copyrights in connection with the Works. Upon completion of the Works (or Starbucks earlier request) Seller must deliver to Starbucks the Works together with all copies of the Works. Seller must provide (and shall cause its employees, service providers, contractors, and agents to provide) Starbucks with such information and know-how as necessary to use and utilize the Works and improvements or derivatives related to the Works. Seller further agrees not to (nor assists anyone to) make any claim to, take any adverse action against or damage the goodwill or validity of the Works and Starbucks rights herein. Seller grants to Starbucks a non-exclusive, worldwide, irrevocable, royalty-free license, with the ability to license and sublicense and without a need for accounting, to make or use any and all of Seller’s Intellectual Property rights in connection with the use and utilization of the Works and improvements or derivatives related to the Works.
Seller may not disclose any information regarding the business relationship between the parties, Starbucks use of the Products, Services, or any other information arising from or related to the business activities between the parties. Without limiting the generality of the foregoing, Starbucks and Seller agree to be bound by the terms of the Confidentiality Agreement. If Starbucks disclosed any sensitive, private, secret, proprietary, or confidential information to Seller prior to the execution of the Confidentiality Agreement, Seller agrees that such information will be governed by this Section 18 and the terms of the Confidentiality Agreement. The Agreement and the business relationship between the parties are confidential information and subject to the terms of this Section 18 and the Confidentiality Agreement. Any breach of the Confidentiality Agreement will constitute a breach of the Agreement. In the event of conflict between the terms of the Confidentiality Agreement and these Standard Terms and Conditions of Purchase, the terms of the Confidentiality Agreement will prevail.
19. No Publicity
Seller may not refer to Starbucks, the Agreement or the existence of a business relationship between Seller and Starbucks for any marketing or promotional purposes, without the prior written consent of an Authorized Representative of Starbucks.
20. Use of Starbucks Marks
Seller may not use Starbucks name or the Marks in any manner, promotional or otherwise, without the prior written consent of an Authorized Representative of Starbucks. In the event Starbucks consents to Seller’s use of Starbucks name or the Marks, such use is contingent upon Seller’s compliance with Starbucks guidelines, requirements and other instructions for such use and such consent may be revoked at any time, in Starbucks sole discretion. All goodwill arising out of Seller’s use of the Marks will inure solely to the benefit of Starbucks.
Seller may not subcontract all or any portion of its obligations or duties under the Agreement without the prior written consent of an Authorized Representative of Starbucks, which consent may be withheld in Starbucks sole discretion. To the extent Starbucks consents to the use of subcontractors, any acts or omissions of a service provider or subcontractor of Seller will be deemed to be the acts and omissions of Seller.
22. Quality Assurance
Seller shall maintain a quality assurance program that is acceptable to Starbucks for all Products contemplated by the Agreement. Without limiting the generality of the foregoing, (i) if the Products are food or beverage products, or include any ingredient or component used in a food or beverage product, then Seller must comply with Starbucks Standards for Food Suppliers, as such standards may be amended, changed, or modified by Starbucks from time to time and (ii) if the Products are non-food products, then Seller must comply with Starbucks Standards for Non-Food Suppliers, as such standards may be amended, changed, or modified by Starbucks from time to time. The then current versions of the aforementioned standards are located at http://starbucks.com/suppliers.
If Seller is providing Services, Starbucks will have no obligation to reimburse Seller for travel and related expenses, unless a Starbucks Authorized Representative authorizes such expenses in advance and in writing. In such event, Starbucks shall reimburse Seller only for travel and other expenses pre-approved in writing, and all travel expenses incurred by Seller must be in accordance with Starbucks Non-Partner Travel Policy. The then current version of Starbucks Non-Partner Travel Policy is located at http://starbucks.com/suppliers.
Seller shall maintain Commercial General Liability insurance with a minimum of $1,000,000 per occurrence and a general aggregate limit of not less than $2,000,000. Seller shall name Starbucks as an additional insured under Seller’s Commercial General Liability insurance policy and such insurance will be primary and non-contributing with any insurance otherwise available to Starbucks. In addition, Seller will provide Starbucks with evidence of such insurance in the form of an insurance certificate upon request. Seller will provide Starbucks with written notice of the scheduled expiration or termination of its Commercial General Liability policy no later than thirty (30) days’ prior to the effective date of any expiration or termination.
25. Ethical Sourcing
Seller must comply with the requirements, standards, guidelines, and policies set forth in Starbucks Supplier Social Responsibility Standards, as such standards may be amended, changed, or modified by Starbucks from time to time. A copy of Starbucks Supplier Social Responsibility Standards is located at http://starbucks.com/suppliers.
26. Audits and Inspections
Starbucks and its service providers shall have access to any facility, warehouse, plant, or site where the Products, or any ingredients or components that are used to manufacture and produce the Products, are manufactured, grown, processed, converted, and/or stored to inspect and audit the Products and the activities being performed by Seller, and to ensure Seller’s compliance with this Agreement. Seller shall provide such information requested by Starbucks or its service provider in connection with any audit, inspection, or assessment of Seller, its Affiliates, suppliers, subcontractors, service providers, and representatives and their compliance with this Agreement. Seller will cooperate with these inspections. Seller shall cause all of its Affiliates, suppliers, subcontractors, service providers, and representatives to comply and cooperate with any audit or inspection conducted by Starbucks or its service provider. Seller will implement any reasonable corrective action requested by Starbucks resulting from any inspection.
27. U.S. Government Sales
The United States Government may be a customer for the Products and/or Services. To the extent applicable, the parties shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a), as may be amended. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.
28. Governing Law and Dispute Resolution
The Agreement and any all disputes between Seller and Starbucks are governed by and must be construed in accordance with the laws of the state of Washington, without reference to conflicts of law principles. The parties agree to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington for any legal proceeding involving the Agreement or any dispute between Seller and Starbucks. None of the provisions of the United Nations Convention on Contracts for the International Sale of Products will be applied to the interpretation or enforcement of the Agreement. In the event of any dispute regarding the interpretation or enforcement of the Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and cost of litigation.
29. Rights and Remedies
In addition to any remedy identified in the Agreement, if Seller breaches any term of the Agreement, Starbucks will have the right to: (i) terminate the Agreement and/or any Order; (ii) demand the immediate return of all confidential information; (iii) recover its damages incurred by reason of such breach, including, without limitation, incidental and consequential damages, and its attorneys’ fees and costs of litigation; (iv) obtain injunctive relief to prevent such breach or to otherwise enforce the terms of the Agreement; and (v) pursue any other remedy available at law or in equity. Failure to properly demand compliance or performance of any term of the Agreement will not constitute a waiver of Starbucks rights or remedies. All rights and remedies of either party hereto are cumulative of each other, and the exercise of one or more rights or remedies will not prejudice or impair the concurrent or subsequent exercise of other rights or remedies.
No waiver of any term or condition is valid unless it is in writing and signed by a duly authorized person of Seller and an Authorized Representative of Starbucks. Starbucks inspection, acceptance of a nonconforming delivery, test, payment, delay or failure to inspect or test, or failure to discover any defect will not be deemed to be a waiver of any of Starbucks rights or remedies.
Seller may not assign the Agreement or any of its rights, interests, duties, or obligations with respect to the Agreement, whether by operation of law, contract or otherwise, without the prior written consent of an Authorized Representative of Starbucks.
32. Independent Contractor
Seller represents and warrants that it is a seller, in the ordinary course, of the Products of the kind being purchased. If Seller is to provide Services under the Agreement, Seller represents and warrants that it is an independent contractor and not an employee, agent, joint venture or representative of Starbucks. Nothing in the Agreement will be construed as creating an employer-employee or a principal-agent relationship. Seller has no authority to bind or otherwise obligate Starbucks in any manner.
Whenever a provision is made under the Agreement for any notice or declaration of any kind, or where it is deemed desirable or necessary by Seller to serve such notice to Starbucks, it must be in writing and served either personally or sent by United States mail, certified, postage prepaid, addressed at the addresses set forth below or at such address that Starbucks may from time to time. Notices will be deemed delivered upon receipt. Notices to Starbucks must be sent to the following addresses:
Starbucks Corporation 2401 Utah Avenue South, Suite 800 Seattle, WA 98134-1067 Global Procurement Attn: senior vice president, Global Procurement
Starbucks Corporation 2401 Utah Avenue South, Suite 800 Seattle, WA 98134-1067 Law & Corporate Affairs Attn: vice president, Global Commercial
Any provision of the Agreement which imposes upon a party an obligation after termination or expiration of the Agreement, including without limitation Sections 9, 12, 13, 14, 15, 16, 17, 18, 19, 20, 24, 26, 27, 28, 29, 30, 33, 34 and 36 will survive the termination or expiration of the Agreement or the completion or fulfillment of any Order, and shall be binding upon such party, its successors and assigns. In addition, any provision of the Agreement which imposes upon Seller an obligation after termination or expiration of this Agreement or the completion or fulfillment of any Order shall survive and be binding upon Seller, its Affiliates, their successors and assigns.
Starbucks shall have the right to amend, revise, and update these Standard Terms and Condition of Purchase at any time by providing written notice to Seller. Any amendments, revisions, or updates to these Standard Terms and Condition of Purchase shall be effective if Starbucks provides Seller with written notice and shall apply to all Orders issued subsequent to the date of such notice. A copy of the then current Standard Terms and Condition of Purchase shall be accessible at http://starbucks.com/suppliers.
36. Complete Agreement
Except as set forth in Section 35 above, the Agreement constitutes the complete agreement between the parties and may not be altered or modified except in writing duly executed by an Authorized Representative of Starbucks. Starbucks objects to any inconsistent, additional or different terms in any prior or subsequent invoice, acknowledgment, confirmation or other document. Trade custom, trade usage and past performance are superseded by the Agreement and may not be used to interpret the Agreement. If any provision of the Agreement becomes void or unenforceable by law, the remaining provisions are still valid and enforceable.