Last Updated Date: September 7, 2021
GENERAL TERMS AND CONDITIONS
We are Freshtap Logistics Inc., but we do business as Kegshare. We are a corporation registered in the Province of British Columbia in Canada. Our registered and records office is at 300 – 10991 Shellbridge Way, Richmond, B.C., V6X 3C6, Canada, as amended from time to time.
For the purposes of these terms and conditions we may refer to ourselves as “We”, “Us”, or “Our”.
You are the customer as set out in the Order (as defined below) and We shall refer to you as “You”, or “Your”. As the customer, You are the person or entity that orders and receives kegs from Us as specified in Your order(s).
This document contains very important information regarding Your rights and obligations, as well as conditions, limitations, and exclusions that apply to You. Please read it carefully before purchasing any product or services from Us.
By placing an order for products or services from Us, You affirm that You are of legal age to enter into this agreement, and You accept and are bound by these terms and conditions. You affirm that if You place an order on behalf of an organization or company, You have the legal authority to bind any such organization or company to these terms and conditions. You further affirm that You are ordering goods and services from Us strictly for business purposes only and that none of Our goods and services shall be used for personal, family, or household use. We do not supply any goods or services to consumers.
You may not order or obtain products or services from Us if You: (i) do not agree to these terms and conditions; (ii) are not the age of majority in Your province or territory of residence; (iii) are prohibited from accessing or using Our website or any of Our website’s contents, products, or services by applicable law; and (iv) are a consumer, as defined in the Business Practices and Consumer Protection Act SBC 2004.
These terms and conditions are subject to change by Us without prior written notice to You at any time and at Our sole discretion. Any changes to these terms and conditions will be in effect as of the “Last Updated Date” referred to on Our website and Your continued use of Our goods and services shall constitute Your continued acceptance of this Agreement (as defined below) as amended from time to time.
Unless otherwise defined herein or the context otherwise requires, the following terms shall have the following meanings:
In addition to the Order, We have divided these terms and conditions into FOUR (4) sections:
(1) the General Terms;
(2) the Keg Rental Terms;
(3) the Keg Finance Terms; and
(4) the Policies and Procedures.
The Order, the General Terms, the Keg Rental Terms, the Keg Finance Terms, and the Policies and Procedures, together, are the “Agreement” and form the contract between You and Us.
This Agreement applies to the purchase and sale of products and services by You from Us, whether through the Site or through any other means that We determine at Our sole discretion.
4. Order Acceptance and Cancellation
You agree that the Order is an offer by You to buy, rent, lease, or finance from Us, pursuant to this Agreement, all products and services listed in the Order.
This Agreement shall only be deemed valid and binding from the Effective Date.
We shall not be obligated to sell, rent, lease, or finance Our products or services to You. We may choose not to accept the Order at Our sole discretion, even after We send You a confirmation email with Your order number and details of the items You have ordered.
5. Prices and Additional Charges
All prices, discounts, and promotions posted on the Site are subject to change without notice. The price charged for a product or service will be the price advertised on the Site at the time the Order is placed, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in Your order confirmation email. Price increases will only apply to Orders placed after the time of the increase. For the avoidance of doubt, each Order is a separate and distinct agreement between You and Us and multiple Orders shall not be combined or construed together for any purposes including, but not limited to, determining the Effective Date, the Term, or any limitation of liability. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to Your total price and will be itemized in the Order or in Your confirmation email.
You shall, at all times, be responsible for (a) the cost of delivery of the Kegs to Your facility(ies) from the Distributor; (b) the cost of return shipping/collection of the Kegs from Your facility(ies) to the Distributor; and (c) Keg draining and cleaning fees where We determine, at Our sole discretion, that You have not complied with the Policies and Procedures.
We strive to display accurate price information; however, We may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any Orders arising from such occurrences.
6. Keg Rental Terms and Conditions
If the Order that You place with Us is for rental of Kegs then You accept and acknowledge that You shall be bound, for the duration of this Agreement, by the Order, the General Terms, the Keg Rental Terms, and the Policies and Procedures, as amended from time to time, but not the Keg Finance Terms.
7. Token Purchase and Finance Terms and Conditions
If the Order that You place with Us is for financing or the outright purchase of Kegshare Tokens from Us then You accept and acknowledge that You shall be bound, for the duration of this agreement, by the Order, the General Terms, the Keg Finance Terms, and the Policies and Procedures, as amended from time to time, but not the Keg Rental Terms.
8. Representations and Warranties
To induce Us to enter into this Agreement with You, You represent and warrant to Us (each of which representations and warranties shall survive the execution and delivery of this Agreement) as follows:
(1) Formation; Organization. If You are a company, partnership, or similar corporate structure, You are duly organized and validly existing in good standing under the laws of the jurisdiction of Your formation except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect;
(2) Authority; Contravention. (i) You have full power and authority to execute and deliver this Agreement and perform Your obligations hereunder; (ii) the execution, delivery and performance of this Agreement by You has been duly authorized by all necessary or proper action; (iii) the entry into this Agreement and performance thereof shall not constitute a violation of any applicable law or contractual obligation of Yours; and (iv) the execution, delivery or performance of this Agreement does not require the consent or approval of any Governmental Authority or any other Person;
(3) Agreement. As of the Effective Date, this Agreement has been duly executed and delivered by You or on Your behalf and constitutes legal, valid, and binding obligations of Yours, enforceable against You in accordance with its terms;
(4) Material Contracts. You are not in default, and to Your knowledge, no third party is in default, under or with respect to any contractual obligations, which alone or in the aggregate has had or could reasonably be expected to have a Material Adverse Effect;
(5) Taxes. All tax returns, reports and statements required by any Governmental Authority to be filed by You or any Subsidiary (as defined below) have been filed and no tax lien has been filed against You, any Subsidiary or any of Your respective property;
(6) Litigation. No litigation is pending or, to Your knowledge, threatened against You or any Subsidiary. As of the Effective Date, there is no litigation pending or threatened against You or any Subsidiary which seeks damages, injunctive relief or alleges criminal misconduct, and following the Effective Date, You will notify Us promptly in writing upon learning of the existence, threat, or commencement of any such litigation; and
(7) No Default. No Event of Default has occurred or is continuing to occur.
We make no warranties, express or implied, as to the merchantability of the Kegs or their fitness for any particular purpose. There is no warranty that the Kegs are suited for Your intended use, or that the Kegs are free from defects. Except as may be specifically set forth in this Agreement, We disclaim all warranties, either express or implied, made in connection with Your use of the Kegs and this Agreement. Further, We make no representations, warranties, or conditions with respect to any third-party product, including any (i) warranty or condition of merchantability, fitness for a particular purpose, or title; or (ii) 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.
You covenant and agree with Us that so long as this Agreement, including but not limited to, the Loan or any portion thereof (including all fees and expenses in connection therewith or in connection with this Agreement or pursuant to the Kegshare Service) is outstanding, that You shall:
(1) do or cause to be done all things necessary to preserve, renew and keep in full force and effect Your legal existence and the rights, licenses, permits and privileges material to the conduct of Your business;
(2) furnish Us with prompt written notice of (i) the occurrence of any Event of Default, specifying the nature and extent thereof, (ii) Your becoming aware of the filing or commencement of, or Your receipt of any written threat or written notice of intention of any Person to file or commence any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against You that would reasonably be expected to result in a Material Adverse Effect, and (iii) any other development that results in, or would reasonably be expected to result in a Material Adverse Effect;
(3) pay or perform Your obligations that, if not paid or performed, would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) You have set aside on Your books adequate reserves with respect thereto and (iii) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect;
(4) comply with all laws, rules, regulations, and orders of any Governmental Authority applicable to You or Your property and maintain all permits and licenses necessary to conduct Your business, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect;
(5) provide Us with such information, financial or otherwise, available to You as is reasonably requested by Us in connection with this Agreement; and
(6) be bound by, and continue to be liable to Us, for (i) any applicable taxes; (ii) any and all membership dues, scanning fees, repositioning fees, reallocation fees, or any other charges detailed on the Site or the Rate Table and any such amounts are in addition to amounts due for Keg rental, Kegshare Token purchase, or Kegshare Token finance; (iii) any cleaning fees or early termination fees; (iv) any other applicable levy, fine, penalty or governmental charge arising out of this Agreement or Your use of the Kegs; (v) any credit card or transactions fees charged to process payment via credit card; and (vi) any additional charges in accordance with Section 5 of the General Terms.
10. Remedies Upon Your Default
Upon the occurrence of an Event of Default, We may:
(1) at Our sole discretion, declare the full amount of the Loan then outstanding and all accrued and unpaid interest thereon to be immediately due and payable without any presentment, demand, protest, or further notice (all of which are hereby expressly waived by You) and the Loan and all amounts owing thereon shall thereby immediately become due and payable;
(2) at Our sole discretion, repurchase from You all or any portion of the Purchased Kegshare Tokens at a price per Keg equal to the Depreciated Value less any reallocation fee (as published on the Site from time to time), for cash or on credit or for future goods or services;
(3) upon the occurrence and during the continuance of an Event of Default and at Our request, You will assemble all Kegs in Your possession or under Your control and make them available to Us at such place or places which We may reasonably determine. Until We are able to collect all Kegs in Your possession or under Your control, You shall not have the right to use the Kegs or any part thereof.
We may, if We so elect, seek the appointment of a receiver or receiver manager to take possession of the Kegs and to enforce any of Our remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, You waive all claims, damages, and demands against Us, Our Affiliates, agents, and the officers, directors, and employees of any of them arising out of the repossession, retention, or sale of the Purchased Kegshare Tokens and Kegs except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or wilful misconduct of such Person. You will remain liable for any deficiency if the Kegs or any portion thereof are not recovered or recoverable by Us and to pay all amounts to which We are, or ought to be, entitled; and
(4) grant extensions of time and other indulgences, take and give up securities, grant releases and discharges, without prejudice to any of Our other rights and remedies hereunder.
11. Remedies Cumulative
Our rights and remedies in this Agreement are cumulative and nonexclusive of any other rights and remedies which We may have under any other agreement or at law or in equity. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in part.
12. Limitation of Liability
In no event shall We be liable to You or any third party for any loss of use, revenue, or profit, or loss of data or diminution in value, or for any consequential, indirect, incidental, special, exemplary, punitive, or aggravated damages whether arising out of breach of contracts, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not We have been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose, including but not limited to, (i) any loss, damage or injury caused by, resulting from or in any way connected with the Kegs, their operation or their use, Our failure to deliver the Kegs as required hereunder, (ii) Our failure to repair or replace non-working Kegs, (iii) Your use of any software provided by Us, or any errors contained therein.
You acknowledge and assume all risks inherent in the operation, use, and possession of a Keg from the time the risk of the Keg passes to You, and You shall take all necessary precautions to protect all persons and property from injury or damage from a Keg.
In no event shall Our aggregate liability to You arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the amount of monies paid by You to Us in the Order that gave rise to the claim by You against Us.
The limitation of liability set forth in this Section 12 shall not apply to (i) liability resulting from Our gross negligence or willful misconduct and (ii) death or bodily injury resulting from Our acts or omissions.
To the fullest extent permitted by law, You agree to indemnify, defend and hold Us, and any of Our directors, officers, agents, servants, or employees, and affiliates, parents and subsidiaries, harmless from and against any and all liability, claims, loss, damage or costs (including, but not limited to, attorneys’ fees, loss of profit, business interruption or other special or consequential damages, damages relating to property damage, bodily injury, or damages relating to wrongful death) arising out of or related to the operation, use, possession or rental of the Kegs. This indemnity provision also applies to any claims asserted against Us based upon strict or product liability causes of action. Notwithstanding the foregoing, You shall not be obligated to indemnify Us for that part of any loss, damage or liability caused solely by Our willful misconduct or gross negligence. In furtherance of, but not in limitation of the indemnity provisions in this agreement, You expressly and specifically agree that the foregoing obligation to indemnify Us shall not in any way be affected or diminished by any statutory or constitutional limitation of
liability or immunity that You enjoy from suits by Your employees. The duty to indemnify will continue in full force and effect notwithstanding the expiration or early termination of this Agreement.
All indemnities hereunder shall survive any termination of this Agreement unless expressly released in writing by Us.
14. Not for Resale or Export
You represent and warrant to Us that You are buying products and services from Us for Your own business use only, and not for resale, export, or personal, family or household use. You further represent and warrant to Us that all purchases are intended for final delivery to locations within Canada.
We may immediately terminate Our obligations to You under this Agreement by giving You written notice in the event that You:
(1) breach any term of this Agreement and fail to remedy the breach within FIVE (5) Business Days of written notification of the breach;
(2) become insolvent, make an assignment in bankruptcy, have a receiver, agent or other official having similar powers appointed either privately or by a court of competent jurisdiction, by or on behalf of Yours creditor(s) over Your or any or all of Your property or assets, or make a proposal to Your creditors under any Applicable Law; or
(3) have failed to correct an Event of Default in the relevant period to Our satisfaction.
Either party may terminate their obligations under this Agreement for any reason by giving the other party TWENTY (20) Business Days’ written notice. If You terminate this Agreement prior to the expiry of any outstanding obligations, including but not limited to, Your obligation to pay or repay Us, before the expiry of any applicable rental or finance Term then, notwithstanding Your written notice of termination, this Agreement shall continue as if the obligations under this Agreement had not expired or terminated, and this Agreement shall continue to apply until You have fulfilled all of Your outstanding obligations to Us.
Nothing in this Section 15 (Termination) affects a party’s other rights under this Agreement or any other right or remedy under law or equity and termination of this Agreement for any reason will not prejudice the rights or obligations of either party accrued prior to such, including, without limitation, Our right to receive payment from You for charges accrued pursuant to this Agreement.
16. Force Majeure
No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any terms of this Agreement (except for any obligations to make payments to the other party hereunder), when and to the extent the Impacted Party’s failure or delay is caused by or results from Force Majeure Event(s).
The Impacted Party shall give written notice within THREE (3) Business 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 TWENTY (20) Business Days following written notice given by it under this Section 16 (Force Majeure), then either party may thereafter terminate this Agreement upon TEN (10) Business Days written notice.
Termination of this Agreement pursuant to Section 16 (Force Majeure) shall not relieve You from any obligations to make payment to Us for goods or services delivered by Us or agreed to be delivered by Us prior to the date of termination.
17. Mandatory Insurance
During the Term, You shall, at Your own expense, maintain and carry in full force and effect at least the following types of insurance coverage, in each case in amounts no less than the statutory or regulatory minimums required in Your province for the size and type of Your business: (a) commercial general liability insurance, including bodily injury, property damage, products, and completed operations, and advertising liability, which policy will include contractual liability coverage insuring the activities of Your business under this Agreement; and (b) a worker’s compensation and insurance account in good standing with the applicable provincial workers’ compensation board.
18. Governing Law
All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of British Columbia or any other jurisdiction).
19. Set off
Notwithstanding anything to the contrary in this Agreement, and without prejudice to any other right or remedy We have or may have, We may, without prior written notice to You, set off or recoup any liability You owe to Us which We determine You are liable for whether such liability is matured or unmatured, liquidated or unliquidated, or arises under this Agreement or otherwise.
You shall not assign any of Your rights or delegate any of Your obligations under this Agreement without Our prior written consent. Any purported assignment or delegation in violation of this Section 20 (Assignment) is null and void. No assignment or delegation relieves You of any of Your obligations under this Agreement. We may at any time, without notice to You, transfer or assign Our obligations under this Agreement, or any Kegs, or any monies, or other benefits due or to become due hereunder.
21. Time of the Essence
Time shall be of the essence in this Agreement.
22. No Waivers
The failure or delay by Us to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision shall be effective only if in writing and signed by Our duly authorized representative.
23. No Third-Party Beneficiaries
This Agreement is not and is not intended to confer any rights or remedies upon any person or entity other than You.
(1) To You. We may provide any notice to You under this Agreement by: (i) sending a message to the email address You provide to Us; or (ii) posting to the Site. Notices sent by email shall be effective when We send the email, and notices We provide by posting to the Site shall be effective upon posting. It is Your responsibility to keep Your email address and any other contact details current.
(2) To Us. To give Us notice under this Agreement, You must contact Us as follows: (i) by personal delivery, overnight courier, or registered or certified mail to Freshtap Logistics Inc. dba. Kegshare, 300 – 10991 Shellbridge Way, Richmond, B.C., V6X 3C6. We may update the address for notices to Us by posting a notice on the Site. Notices provided by personal delivery shall be effective immediately. Notices provided by overnight courier shall be effective ONE (1) Business Day after they are sent. Notices provided by registered or certified mail shall be effective THREE (3) Business Days after they are sent.
This Agreement may be executed in any number of counterparts, each of which is deemed an original, and all of which taken together constitute one and the same agreement. Notwithstanding anything to the contrary in Section 24, a counterpart may be delivered by facsimile, email attachment (of a PDF document), or other electronic means, which shall be as effective as hand delivery of the original executed counterpart.
27. Assignment/Transfer of Kegs
You shall not sublease, subrent, assign, or loan the Kegs without Our prior written consent, which may be withheld at Our sole discretion. Any such action by You, without Our written consent, shall be void and of no effect.
Title to the Kegs shall at all times remain with Us or Our agent(s). Unless covered by a specific supplemental agreement signed by Us, You have no option or right whatsoever to purchase any of the Kegs. You shall keep the Kegs free and clear of all liens and encumbrances.
29. Transfer of Risk
The Kegs shall be released for delivery or made available for pickup in accordance with the Order. If You request that the Kegs be delivered, then risk to the Kegs shall pass to You upon delivery to the address specified in the Order. If You request that the Kegs be made available for pickup, then risk to the Kegs shall pass to You upon collection of the Kegs by You from a Distributor. Unless otherwise agreed to in writing by Us, all Kegs shall be delivered to or made available for pickup by You in full pallets or multiples thereof. You agree that all Kegs must be returned in the same condition as when received, save and except for ordinary wear and tear, and without any stickers, markings or branding of any sort not found on the Kegs upon their delivery to You.
If any provision of this Agreement is invalid, illegal, void, or unenforceable, that provision shall be deemed severed from this Agreement and shall not affect the validity or enforceability of the remaining provisions of this Agreement.
31. Further Assurance
The parties shall at all times do, execute, acknowledge, and deliver such acts, deeds, and agreements as may be reasonably necessary or desirable to give full force and effect to this Agreement.
32. Successors and Assigns
This Agreement shall enure to the benefit of and be binding upon the parties and their heirs, executors, administrators, personal representatives, respective successors and permitted assigns.
33. Entire Agreement
This Agreement and the Order shall be deemed the final and integrated agreement between You and Us on the matters contained in this Agreement.
ADDITIONAL TERMS AND CONDITIONS FOR KEG RENTAL
These are the Keg Rental Terms referred to in the aforementioned Agreement. If the Order is for Keg rental, then You shall be bound by the Order, the General Terms, the Keg Rental Terms, and the Policies and Procedures.
- A. Keg Rental
You agree to rent Kegs from Us for the duration of the Term as set out within the Order and this Agreement. We reserve the right to refuse to supply any Kegs requested by You under this Agreement (for example, due to inventory shortages). We shall provide all Kegs empty and unclean. You may store empty, unused Kegs with a Distributor for no extra cost (other than the applicable Rental Charges).
- B. Rental Charges
You agree to pay to Us the Rental Charges in accordance with the Rate Table (which, for greater certainty, excludes applicable taxes) for the duration of the Term. All Rental Charges are non-refundable. You acknowledge and agree that the Rental Charges and other fees contained in the Rate Table are solely in connection with Your rental of the Kegs from Us, and that You may incur additional charges from a Distributor for the delivery and collection of Kegs, and for any other services agreed to between You and a Distributor from time to time.
- C. Rental Period
The Term for a Keg commences on the date a Keg is released to a Distributor for delivery or collected by You from a Distributor, in accordance with the Order, and ends on the date that You either return the Keg to a Distributor or make the Keg available for collection by a Distributor, provided that You give written notice to Us informing Us of Your intention to return the Keg and terminate the applicable Term at least FIVE (5) Business Days prior to such date, unless otherwise agreed to in writing by Us. You further acknowledge and agree that the Rental Charges are based on a minimum THREE (3) year Term for each Keg and that additional charges may apply if You wish to reduce such minimum Term for any Keg.
We shall make reasonable efforts, but shall not be strictly bound, to notify You THREE (3) months prior to the expiry of the Term for the relevant Kegs as set out in the Order.
If You do not (i) return the relevant Keg(s) to a Distributor; or (ii) return the relevant Keg(s) to Us; or (iii) renew the Term for the relevant Kegs through a new order, prior to the expiry of the Term then You accept and acknowledge that You shall continue to be bound by the terms of this Agreement and shall be charged, as a late fee and not as a penalty, and on a monthly basis (rounded up to the whole month), the relevant “Surge” Keg pricing applicable at that time as set forth in the Rate Table until such time as You return the relevant Kegs to a Distributor or to Us or renew the Term for those Kegs through a new order.
- D. Surge Kegs
Notwithstanding anything herein to the contrary, a shorter Term may apply if You agree to pay the applicable “Surge” Keg pricing set forth in the Rate Table. The Term of a “Surge” Keg commences on the date a Keg is released to a Distributor for delivery or collected by You from a Distributor, in accordance with the Order, and ends on the date that You either return the Keg to a Distributor or make the Keg available for collection by a Distributor, provided that You give written notice to Us informing Us of Your intention to return the Keg and terminate the applicable Term at least FIVE (5) Business Days prior to such date, unless otherwise agreed to in writing by Us. You further acknowledge and agree that the Rental Charges are based on a minimum THREE (3) month Term for each “Surge” Keg and that additional charges may apply if You wish to reduce such minimum Term for any “Surge” Keg. You are solely responsible for notifying Us that You wish to remove any “Surge” Keg from Your account with Us and,
unless You notify us prior to the expiry of the minimum THREE (3) month Term, You shall continue to be charged the applicable “Surge” Keg pricing for the relevant Keg until We receive notice from You.
- E. Other Charges
In addition to the Rental Charges, You shall also pay to Us any and all charges in accordance with Section 9(6) of the General Terms.
- F. Payment
All amounts owing under this Agreement shall be charged to You on a monthly basis following the end of each calendar month during the Term, and each such invoice is due immediately upon receipt by You. If You fail to make the required payment within TWENTY (20) Business Days of the due date set forth in the applicable invoice, You shall be required to pay Us: (i) interest (calculated monthly) on the unpaid amount, at a rate equal to TEN PERCENT (10%) per annum, provided that if such rate is not permitted by Applicable Law, the highest permissible rate shall be charged; and (ii) any costs or expenses incurred by Us in recovering the unpaid amount. All amounts due under this Agreement shall be paid by You in full without any set-off, counterclaim, deduction, or withholding (other than any deduction or withholding of tax as required by law). You further acknowledge and agree that if any payments due to Us are not paid within TWENTY (20) Business Days of the due date set forth in the applicable invoice, We shall immediately freeze delivery of any additional Kegs to You. If You do not make the required payments within SIXTY (60) Business Days of the date set forth in the applicable invoice, You shall permit Us or Our agent(s) to enter into Your premises for the purpose of recovering any Kegs in Your possession or control. You shall be liable for all costs and expenses incurred by Us in so recovering any Kegs. The place of payment shall be Vancouver, British Columbia, Canada.
- G. Delivery and Return of Kegs
Kegs shall be released for delivery or made available for pickup in accordance with this Agreement. You agree that You shall continue to be liable to Us for Rental Charges applicable to a Keg, regardless of whether the notice required under Paragraph C of Schedule 1 (Rental Period) has been provided, until You either return the Keg to a Distributor or make the Keg available for collection by a Distributor. If You do not make the Keg available for pickup within TWENTY (20) Business Days of the date indicated in the notice required by Paragraph C of Schedule 1 (Rental Period), We shall have the right, but not the obligation, to enter, or have Our agent(s) enter, Your premises for the purpose of recovering any Kegs that were subject to such notice. You agree that You shall be liable for all costs and expenses incurred by Us in so recovering any Kegs. For the avoidance of doubt, if We elect not to exercise such right, You shall continue to be liable for Rental Charges until the applicable Term expires or is terminated in accordance with this Agreement.
- H. Your Obligations
You must: (i) not at any time allow any third party (other than a Distributor) to use or have possession of the Kegs without Our prior written consent, which may be withheld at Our sole discretion; (ii) comply, and ensure that Your employees comply, with the Policies and Procedures, any applicable industry accepted safety guidelines, any additional instructions specified by Us, and all Applicable Laws when using, operating, loading, securing, or transporting Kegs; (iii) use, and ensure that Your employees use, the Kegs solely for their intended purpose and in accordance with this Agreement; (iv) fully clean and sterilize each Keg prior to use; (v) ensure that Kegs are only filled with and used for the short-term storage of a Permitted Beverage and for the dispensing of such Permitted Beverage through a draught system, and not used for ageing of any beverages; (vi) not in any way alter, modify (including, without limitation, with stickers, markings, or brandings of any sort), damage or repair the Kegs without Our prior written consent, which may be withheld by Us at Our sole discretion; and (vii) not deface, vary, or erase any identifying mark, number, notice, or safety information on a Keg.
- I. Breakage
You agree that You shall not repair or attempt to repair a damaged, broken, or unsafe Keg without Our prior written consent, which may be withheld by Us at Our sole discretion. Unless You are determined to be at fault for the damage to a Keg pursuant to Paragraph J of Schedule 1 (Loss, Theft, Damage), We shall repair the Keg or provide a substitute (at Our own cost), as soon as reasonably practicable after receiving the notice required under this Paragraph I of Schedule 1 (Breakage).
- J. Loss, Theft, Damage
During the Term, so long as any Keg is in Your possession or control, You are solely responsible for the safe storage, use, and care of such Kegs and must take all necessary steps to protect the Kegs from loss, theft, or damage. If, at any time during the Term, a Keg that is in Your possession or control breaks, becomes unsafe to use, is damaged beyond normal wear and tear, or is lost or stolen as a result of Your negligence, willful misconduct, or Your failure to follow: (i) the Policies and Procedures, (ii) Our instructions, to the extent such instructions have been provided by Us, (iii) industry accepted safety guidelines, or (iv) any Applicable Laws, then You must immediately, as applicable: (i) stop using the Keg; (ii) notify Us in writing; and (iii) take all necessary steps to prevent injury to persons or property resulting from the Keg’s condition and further damage to the Keg. In such a circumstance, You must pay, at Our sole discretion, the full cost to repair (if applicable) or replace the Keg. If We elect to repair a Keg that is damaged by You, then You shall be required to pay the applicable Rental Charges for such Keg while it is being repaired.
ADDITIONAL TERMS AND CONDITIONS FOR KEG FINANCING
These are the Keg Finance Terms referred to in the aforementioned Agreement. If You are financing Your purchase of Kegshare Tokens from Us, or You are purchasing Kegshare Tokens from Us outright, then You shall be bound by the Order, the General Terms, the Keg Finance Terms, and the Policies and Procedures.
- A. Loan
By selecting the “Purchase Finance” option in connection with Your purchase of Kegshare Tokens, as further set out in the Order, We have agreed to offer, and You have agreed to accept the Loan from Us. Subject to this Agreement and relying on Your representations and warranties set out in this Agreement, We hereby agree to lend You an amount equal to the Loan.
- B. Term of the Loan
The Loan shall be for the duration of the Term set out in the Order or as You determine by indicating Your selection when purchasing Kegshare Tokens through the Kegshare Network, commencing on the Effective Date or, if there is no Effective Date, the date that You purchase Kegshare Tokens through the Kegshare Network.
- C. Advance of Funds
The full proceeds of the Loan shall be advanced by Us and applied to Your purchase of the Purchased Kegshare Tokens in a single advance on the Effective Date.
- D. Interest
The Loan shall bear interest at the rate of TWELVE PERCENT (12%) per annum, compounded annually and calculated monthly using the nominal rate method, and not the effective rate method, of calculation on the basis of TWELVE (12) equal periods per calendar year, both before and after default, as well as before judgment, with interest on overdue interest at the same rate, calculated in the same manner, until paid, and payable in accordance with this Agreement.
- E. Repayment
Subject to this Agreement, You shall make payments (consisting of principal and interest) on a monthly basis in accordance with an amortization schedule such that ONE HUNDRED PERCENT (100%) of the Loan (including all principal and interest) shall be repaid on or before, and fully amortized in accordance with, the dates set out in the amortization schedule displayed on the Kegshare Network. We shall deliver the amortization schedule to You within TEN (10) Business Days of Your purchase of Kegshare Tokens. The place of payment shall be Vancouver, British Columbia, Canada.
If You fail, at any time and for any reason, to make any payments to Us pursuant to the Loan then, in addition to Our right to collect the interest specified in Paragraph D of Schedule 2, We shall have the right to suspend Your account with Us, including the supply of any goods and services, or otherwise suspend Your right to use Kegshare Tokens, until such time that You have paid to Us all outstanding payments, balances, and arrears that are due or have become due.
We shall have the right, but not the obligation, to enter, or have Our agent(s) enter, Your premises for the purpose of recovering any Kegs due to non-payment. You agree that You shall be liable for all costs and expenses incurred by Us in so recovering any Kegs. For the avoidance of doubt, if We elect not to exercise such right, You shall continue to be liable for all amounts due to Us until the applicable Term expires or is terminated in accordance with this Agreement.
- F. Use of Proceeds
You covenant and agree to use the proceeds of the Loan for the purchase of the Purchased Kegshare Tokens and for no other purpose.
- G. Proceeds
The proceeds of any repurchase of the Purchased Kegshare Tokens pursuant to Section 10(2) of the General Terms shall be applied by Us upon receipt to the Loan and to any other amounts then due and owing by You to Us in such order as We may deem advisable and at Our sole discretion, following which the balance of the Loan and any interest and fees thereon shall remain due and payable by You.
- H. Tokens Expire after TEN (10) Years
Kegshare Tokens are not legal tender and can only be used on the Site for the sole purpose of ordering the Kegs. Kegshare Tokens cannot be redeemed for cash or otherwise paid out other than in accordance with this Agreement. Kegshare Tokens have no value other than a right to access, use, or order a Keg from the Kegshare Service in accordance with this Agreement.
Each Kegshare Token shall automatically expire ONE HUNDRED AND TWENTY (120) months from the Effective Date or the date such specific Kegshare Token is purchased from Us (whichever is later) and all rights, if any, that You have, or may have, in such Kegshare Token shall automatically be extinguished.
We shall make reasonable efforts, but shall not be strictly bound, to notify You THREE (3) months prior to the expiry of the Term for the relevant Kegshare Tokens.
- I. Additional Payment Obligations
- (1) Notwithstanding the financing or the outright purchase of the Keyshare Tokens by You, You shall also pay to Us any and all charges in accordance with Section 9(6) of the General Terms.
(2) If, upon the expiry of ONE (1) or more Kegshare Tokens, the total number or type of Kegshare Tokens that You have a right to is LESS than the total number or type of Kegshare Tokens necessary to support the numbers or types of Kegs in Your possession at that time, then You shall be charged, as a late fee and not as a penalty, and on a monthly basis (rounded up to the whole month), the relevant “Surge” Keg pricing applicable at that time as set forth in the Rate Table until such time that You (i) return such excess Kegs to a Distributor or to Us; or (ii) purchase or finance such additional Kegshare Tokens to support the numbers and types of Kegs in Your possession.
- J. Additional Waivers
To the fullest extent permitted by applicable law, You hereby waive:
(1) presentment, demand and protest, and notice of presentment, acceleration, protest, default, non-payment, maturity, release, compromise, settlement, extension, or renewal of any or all of this Agreement, contracts and guarantees at any time held by Us on which You may in any way be liable, and hereby ratify and confirm whatever We may do in this regard; and
(2) all rights to notice and a hearing prior to Our repurchase of the Purchased Kegshare Tokens or taking possession or control of, or attachment or levy upon, any Kegs which might be required by any court prior to allowing Us to exercise any of Our remedies.
POLICIES AND PROCEDURES
Our Kegs are only scanned in and out at distribution points. That means if You’re doing self distribution or using non-Kegshare distributors We do not have any scanning visibility. As a result, the responsibility of where Your Kegs are at any given time is always with You.
Sending Kegs out of Province
If You are sending the Kegs out of province, please be sure that We are currently operating in that province. As of September 7th, 2021, We are operating in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Nova Scotia, and New Brunswick.
Kegs must be returned to one of our distribution partners in that province in order to have access to a new Keg back at Your home warehouse. A list of current distribution partners and locations can be found here – https://kegshare.ca/distribution-partners/
Keg Size Exchange Rules
For partners who are looking to exchange current Kegs into a new sized Keg please follow the rules listed below.
Please ensure You are looking at what type of contract they are on as the rules change depending on what type of program, they are enrolled in.
No charge for a Keg size exchange, for token purchases or token credits, the swaps are to be based on the current value of the tokens being traded in. It is part of the member’s benefits to exchange sizes at no charge.
9 year old token purchases (1 year left on contract) are not exchangeable.
Rental & Surge Contracts
$20 administration charge per size exchange request, not limited to quantities. A new contract is signed and will begin a new term at the date of the new contract.
Branding Our Kegs
The Kegs are shared between partners, so You may not get the same Kegs back every time. As a result, do NOT apply any branding to the Kegs. If You do, We may charge You additional cleaning/removal charges. To identify that a Keg belongs to You, please use keg collars. If You are unsure if a Keg is Yours then, please contact us at firstname.lastname@example.org and We can verify who is supposed to be in possession of that Keg.
Keg Order and Redemption Minimums
All the Kegs must be redeemed in order for delivery or pick-up to be arranged with the correct distribution partner.
Some of Our distribution partners require full pallet delivery for new Keg orders and empty Keg deliveries. Connect Logistics, and TNG (Prologix) both require full pallets for delivery. Full pallet numbers are as follows:
19.5L keg – 20
30L keg – 16
50L keg – 8
If You do not redeem the Kegs in these quantities, Your order will not be processed, and You may receive an email from Us letting You know that You will have to re-submit Your redemption with the correct amount.
The Kegs must be cleaned by You before the first use and upon receipt at Your brewery. All the Kegs are brand new or returned and have not been cleaned. The following is Our minimum cleaning procedure that You shall follow:
MINERAL WASHING/STERILIZING SEQUENCE (STEAM)
Purge out ullage beer with air until clear. 3 sec.
Pre-rinse Keg with fresh or recovered water. 8 sec.
Purge out ore-rinse water with air. 5 sec.
Hot caustic or acid wash. 12 sec.
Low flow hot caustic or acid wash 12 sec.
Purge out hot caustic or acid to recovery tank with air. 6 sec.
Final rinse Keg with hot water. 12 sec.
Low flow hot water rinse. 12 sec.
Purge out hot water rinse with steam. 18 sec.
Pressurize to 20 p.s.i.g. with steam. 1 sec.
Release pressure from process head. 1 sec.
STERILIZE HOLD STATION
Steam 60 sec.
Steam conn. head and Keg neck. 5 sec.
Steam pressure release from Keg. 5 sec.
Gas purge Keg. 8 sec.
Counter pressurize to 20 p.s.i.g. 2 sec.
Product fill. 50 sec.
Spear out. 1 sec.
Water scavenge and/or gas scavenge. 5 sec.
MINERAL WASHING/SANITIZING SEQUENCE (OXINE*)
Purge out ullage beer with air until clear. 3 sec.
Pre-rinse Keg with Oxine water. 8 sec.
Purge out Oxine water with air. 5 sec.
Hot caustic or acid wash. 12 sec.
Low flow hot caustic or acid wash 12 sec.
Purge out hot caustic or acid to recovery tank with air. 6 sec.
Final rinse Keg with Oxine water. 12 sec.
Low flow Oxine water rinse. 12 sec.
Oxine water fill. 18 sec.
Spear out. 1 sec.
Purge head. 1 sec.
SANITIZE HOLD STATION
Oxine sanitize hold. 60 sec.
Gas purge Oxine water from Keg. 10 sec.
Gas counter pressurize to 20 p.s.i.g. 2 sec.
Product fill. 50 sec.
Spear out. 1 sec.
Oxine water scavenge and/or gas scavenge 4 sec.
*Comparable chemical products generally recognized as suitable for the Keg cleaning process may be substituted for the Oxine product.
QUALITY CONTROL CHECKS
- A. DETERGENT TANK TITRATION
The detergent set, detergent tank(s), quality control checks should be made before starting and at least twice during each eight (8) hour operating shift. Adjust frequency to meet the quality control department comfort level. The acid titration level (phosphoric) should be in the range of 0.25% to maximum of 0.4% v/v and alkali titration level (caustic) in the range of 1.5 to 2.0% v/v.
- B. KEG WATER CARRY-OVER AND TITRATION CHECKS
1) After the Keg has completed the wash head(s) sequence(s), the Keg must be allowed to continue through the sterilizing sequence and then rejected (stopped) immediately prior to commencing the racking head(s) sequence(s). When the Keg is retrieved at the discharge end of the machine, the Keg can be cooled down by placing a cold water hose over the outer surfaces (if steam is used). A quality control Keg coupler or funnel coupler (with the CO2 and beer check valves removed) is then used to tap the Keg. The Keg must be inverted to remove the contents via the CO2 port of the coupler by allowing the Keg to drain or forcing the contents out with air or CO2. The condensate or rinse residuals in a 50 litre or half barrel Keg normally measures between 40 to 80 mL. A limit of 100 mL. should be set as a maximum allowable limit. If the levels are in excess of these amounts, then the machine operation must be checked together with that of the steam quality and relevant steam main condensate traps.
2) The condensate obtained from the Keg can be titrated to ensure that there is no acid and/or alkali carry-over from the wash heads.
NOTE 1: For this check the pH. of the condensate, this should be a known factor if steam is used for purging.
NOTE 2: This check should be carried out once a day for each machine lane and then reduced to the quality control department comfort level.
3) Another Keg is used to do a similar check after it has been allowed to complete the sequences through the racker head(s) up to the point of immediately prior to commencing the beer filling sequence. Reject the Keg prior to starting the beer filling sequence and remove the conveyor after discharging from the machine. When checking for the quantity of condensate present in the Keg, it should be less than 15 mL.
NOTE: This check should be carried out once a day for each machine lane and then reduced to the quality control department comfort level.
- C. MICROBIOLOGICAL CHECKS TO THE KEG
Introduce a litre of sterile liquid, (preferably beer), into a Keg having completed the sequence as described in procedure B-3 above, via a sterilized Keg valve and funnel coupler. This allows the Keg to be checked for microbial integrity by removing 250 mL. of the sterile liquid into a sterile flask. Split the sample into two, 100 mL samples via Millipore type membranes, plate and incubate the membranes on agar suitable for aerobic and anaerobic organisms.
Methods of doing this vary slightly. The main objective, however, is to ensure that consistency in sampling is maintained, i.e. having introduced the sterile liquid into the Keg, each Keg should be rotated a set number of times to ensure all surfaces have been covered equally before it is extracted. A known quantity should always go into the Keg and a known quantity should always be extracted, filtered, and plated.
NOTE 1: This procedure should be carried out at least once every TWO (2) weeks.
NOTE: 2: Funnel couplers can be purchased via IDD to suit Your Keg valve type.
- D. AFTER A C.I.P. SEQUENCE
After the C.I.P. sequence, the process mains, bright beer tank and racker connection head(s), can be swabbed and checked for visual cleanliness to ensure that the cleaning operation frequencies are effective and adequate.
NOTE: This should be carried out at least ONCE (1) per week.
- E. BEER STABILITY SAMPLING
Samples are taken from the bright beer tank and Keg at a frequency laid down by the brewery quality control department. A suitable stability test is to set aside a Keg of beer from the leg line after filling and forcing the contents by leaving the Keg in an environment of 70° F (21°C). Taste, odour, and clarity tests can then be taken after 72 hours and at regular durations thereafter as desired to suit the quality control department standards.
- F. SUMMARY
It is possible to determine the following about the Keg machine function and cleaning procedures from the aforementioned.
1) The wash water and detergent are being cleared from the Keg by the final CO2 or steam purge sequence on the final wash head.
2) The final rinse water on the final wash head is removing the detergent residue from the Keg.
3) The CO2 purge is removing the condensate trace from the Keg on the racker head prior to filling with beer.
4) The microbial integrity, via steam sterilizing or Oxine (C102) sanitizing of the Keg is being achieved.
5) The separate plant C.I.P. sequence is effective in removing all traces of beer protein and other residuals from the Keg plant connection head(s) and piping system(s).
6) The cleanliness and microbial integrity is being maintained by the separate plant C.I.P. regime.