Alaska Peony Farms Member Farm Marketing Agreement, and Terms and Conditions

This website and related services are owned and operated by Cool Cache Farms, LLC, doing business as Alaska Peony Farms. These Terms and Conditions govern use of Alaska Peony Farms’ website, inventory management system, point-of-sale and invoicing tools, buyer access, brokerage services, and related support. By accessing or using these services, Member Farm confirms that it has read, understood, and agreed to these Terms and Conditions.

1. Definitions

Agreement means this Terms and Conditions document, all attachments, the Non-Exclusive Broker Agreement accepted by the Member Farm and Broker, and any later written amendments.
Member Farm means either a Production Farm or an Inventory Farm, as applicable, that enters into this Agreement with Broker.
Production Farm or PF means an individual, farm, company, co-op, or sales group that fulfills all steps of field care, harvest, cold storage, packing, and shipping of its inventory. It is seeking Broker’s marketing, sales, products, services, and agency for Alaska-grown peonies. All transactions are business-to-business and not consumer transactions.
Inventory Farm or IF means an individual, farm, company, co-op, or sales group that uses the borkerage for one or more steps between harvesting and marketing and shipping of its inventory on a consignment basis, while also using Broker’s marketing, sales, products, services, and agency for Alaska-grown peonies. All transactions are business-to-business and not consumer transactions.
Broker means Cool Cache Farms, LLC, doing business as Alaska Peony Farms, which provides intermediary marketing, sales, products, services, and agency to Member Farms offering Alaska-grown peonies for sale.
Farm-Direct means shipment by the most direct practical route from the applicable Member Farm to the Buyer. The Member Farm is solely responsible for production, order-level quality control, packing, and shipment unless a written production-steps agreement states otherwise.
Proprietary Information means Broker’s buyer leads, customer contacts and lists, sales methods, marketing materials, databases, shipping offers and routes, referral sources, funding sources, business relationships, quality-control procedures, SOPs, and other Broker-owned information.
Vendor means a third-party provider contracted by Broker to provide support, services, or value-added products, including website tools, programming, financial transaction processing, POS systems, buyer communication tools, and software interfaces.
Buyer means a wholesale or retail buyer who contacts Alaska Peony Farms, purchases through Alaska Peony Farms’ online presence, enters a purchase agreement with a Member Farm through Broker, or is identified, solicited, or referred to a Member Farm by Broker.

2. Membership and Agreement Documents

Member Farms participate as brokerage members and qualify for Broker services related to Broker sales, Vendor services, and related support described in this Agreement.

The Agreement Documents include this Agreement, the applicable Member Farm contract, terms posted on Alaska Peony Farms’ website or POS system, and any later written agreements or modifications between Broker and the Member Farm. If documents conflict, this Agreement, its attachments, and later written modifications control.

3. Non-Exclusive Engagement

Member Farm appoints Broker as a non-exclusive marketing representative. Broker may offer Member Farm products for sale, and Member Farm remains free to sell to third-party purchasers and through other brokers, provided those buyers were not solicited, developed, or referred by Broker.

Member Farm will provide complete and accurate electronic information about products, quality, color, expected vase life, prices, and available stem inventory.
Production Farm will promptly and accurately post all products available for sale on Broker’s web-based inventory and POS system.
Products available for sale include saleable products in physical inventory, whether unpicked, harvested, in packhouses, or in coolers.
Productgion Farm must accept and fulfill sales requests from Buyers verified and referred by Broker once the Buyer accepts Broker’s terms and completes the online order process.
Orders will be honored on a first-in, first-out basis using the date and timestamp on the order email notice and confirmation.
Production Farm will process and ship orders Farm-Direct in accordance with current product quantity, applicable production-steps agreements, and Broker’s SOPs.
Inventory Farms will perform the production steps selected in the signed production-steps agreement and will sell inventory on a consignment basis.
Unless a written production-steps agreement states otherwise, Inventory Farm bears the risk of inventory loss, deterioration, cooler malfunction, or aging out of product, except to the extent directly caused by Broker’s gross negligence or intentional misconduct.

Member Farm will follow best practices, act in good faith and fair dealing under Alaska law, comply with applicable state and federal requirements, and cooperate with Broker to resolve Buyer disputes or difficulties.

4. Broker Duties

Broker will make commercially reasonable efforts to identify, solicit, and recruit referred Buyers for Member Farm products.
Broker may use its website, social media, trade-show contacts, telemarketing, and other commercially reasonable channels to identify prospective Buyers.
Broker does not guarantee that all available product will be sold or that any sale will occur on specific terms. Sales depend on market conditions, product availability and quality, timely inventory updates, buyer reviews, and other factors outside Broker’s control.
Member Farm remains directly responsible for applicable taxes imposed by shipping or receiving jurisdictions.

5. Relationship Between Broker and Member Farm

Broker and Member Farm are independent and separate businesses. Neither party is an employee of the other. Broker acts only as a third-party intermediary connecting Member Farm with potential Buyers and providing products and support intended to assist with marketing and sales.

Broker is responsible for recruiting and managing Vendors, third-party product agreements, affiliate and membership dues, software and website service fees, expo and participation fees, website and social media content, technical support, and professional, electronic-liability, and security insurance.

Broker may update membership requirements, terms, conditions, and fee structures. Broker will provide notice by email, digital posting, website newsletter or blog, postal service, courier, in-person contact, meeting, teleconference, videoconference, or webinar. Changes will be available for Member Farm review, questions, and feedback at least five business days before implementation and will not change existing agreements without written consent of the affected parties.

Broker may bind Production Farm only to honor and fulfill web orders made under this Agreement. Production Farm agrees to be bound by those orders and by no broader authority.

Production Farm will participate in brokerage training, identify daily product availability and pricing, enter offered products into Broker’s inventory, POS, and payment systems, check the website at least twice daily during the production and sales season, apply Broker SOPs in good faith, cooperate with Broker to address product or order issues, and promptly report brokerage system problems or failures.

6. Proprietary Information, Non-Solicitation, and Non-Competition

Member Farm acknowledges that Broker’s systems, training, support, marketing, sales methods, buyer relationships, contacts, software, computer systems, SOPs, and related materials are Proprietary Information developed by Broker at substantial cost, risk, and effort. Member Farm may use Proprietary Information only to perform its obligations as an approved Member Farm.

During this Agreement and after termination, Member Farm will not disclose, use, or allow others to use Proprietary Information except as authorized by Broker. Member Farm will take all necessary steps, including steps directed by Broker, to protect Proprietary Information and will return written Proprietary Information and permanently delete electronically stored Proprietary Information upon termination.

Buyer relationships secured through Broker solicitation, referral, or expense are proprietary to Broker during this Agreement and for two years after termination. During that period, Member Farm will not solicit those Buyers or offer them competing services or products outside Broker’s POS system. If a court or arbitrator finds any restriction unreasonable, the restriction may be reduced to the extent reasonably necessary to protect Broker’s property and interests.

7. Compensation and Fees

Broker’s commission and any buyer-facing charges for sales made through Broker will paid by the Buyer. Member Farm has no additional broker membership fee unless stated in a signed written agreement, but Member Farm is responsible for the annual website maintenance fee of $59.00.

8. Term and Termination

Either party may terminate this Agreement at any time, without cause, by giving 15 days’ written notice. Upon termination, the parties are excused from future duties under Section 3, Non-Exclusive Engagement. Any remaining inventory from an Inventory Farm will be released back to the (IF) minus cooler expenses and other related fees incurred by the Brokerage during storage. All other rights, duties, obligations, pending shipments, terms, and conditions remain in effect. Dues and fees paid to Broker are non-refundable if Member Farm terminates before the renewal date.

9. Governing Law and Venue

This Agreement is governed by the laws of the State of Alaska. Venue for all disputes will be in the Soldotna-Kenai area of Alaska.

10. Dispute Resolution

Any unresolved dispute between Member Farm and Broker will be resolved by binding arbitration under Alaska Statute 09.43. The parties will jointly select a retired Alaska Superior Court Judge as arbitrator, if mutually agreed. Member Farm and Broker will each pay 50% of the arbitrator’s fee.

11. Limitation of Liability and Indemnity

Broker provides intermediary agency services, products, and tools on an “as-is” and “where-is” basis and does not require marketing exclusivity except as stated in this Agreement. Member Farm accepts the inherent risks that may affect product sales, including weather, seasonality, market trends, competition, supply, demand, force majeure, internet outages, vendor issues, political or regulatory conditions, Member Farm’s track record, and other factors outside Broker’s control.

Member Farm releases Broker from claims, damages, and causes of action arising from those risks or similar circumstances, except to the extent directly caused by Broker’s gross negligence or intentional wrongful act. Broker is not responsible for any Buyer’s performance or non-performance or for any electronic or other system used by Member Farm, except as otherwise later agreed in writing.

This Agreement creates no third-party beneficiaries. Broker provides limited point-of-sale and financial settlement services and is not a party to agreements between Member Farm and Buyer except as expressly stated. If a valid refund is approved under Broker’s Product Satisfaction Guarantee or other applicable written refund policy, Member Farm will return its applicable payment share, and Broker will return its commission on the refunded sale to make the Buyer whole.

If Member Farm defaults or fails to perform a contract with a Buyer and any claim, damage, suit, or cause of action is asserted against Broker, Member Farm will defend, indemnify, and hold Broker harmless, including for refunds and the Buyer’s commercially reasonable costs of cover.

Broker disclaims liability for losses, costs, or damages arising from Member Farm’s use of any Vendor system, service, or product unless directly caused by Broker’s gross negligence or willful misconduct. Neither party is liable to the other for consequential, indirect, punitive, opportunity-cost, or lost-profit damages.

12. Severability

If any provision is found invalid, prohibited, or unenforceable in any jurisdiction, that provision will be ineffective only to the extent required in that jurisdiction. The remaining provisions will remain in full force and effect, and the determination will not affect enforceability in any other jurisdiction where the provision is valid.

13. Entire Agreement and Amendment

This Agreement is the entire agreement between Broker and Member Farm concerning its subject matter. All prior and contemporaneous oral or written agreements on that subject are superseded. This Agreement may be amended only in a writing signed by the party to be charged.

14. Quality Assurance and Standard Operating Procedures

Each party will make a good-faith effort to meet the following quality assurance goals: provide Buyers with an easy-to-use centralized electronic marketplace, real-time inventory, varieties, volume, and pricing; support reliable delivery of premium-quality product; and provide Member Farms with products, services, representation, and benefits through an affordable, non-exclusive marketing and sales relationship.

Member Farm agrees that peony shipments must meet Brokerage’s quality and performance expectations. A dissatisfied Buyer must notify Member Farm and Broker within 12 hours after receipt and provide at least three delivery-time photos documenting the alleged product failure, including one photo showing the full issue. Upon receipt of a valid claim, Member Farm will work to replace the affected portion or order within 24 hours at its own cost or, where a refund applies, work with Broker to refund the applicable partial or full amount, including Broker’s commission. If the failure results from shipping disruption or carrier quality-control issues, Member Farm will apply for the insured amount.

SOP Summary

Field management: Select marketable varieties; maintain soil nutrients through annual testing; provide adequate water; remove side buds early; use integrated pest management; and control for botrytis using DEQ standards.
Harvest: Harvest buds so they open within one to three days after arrival; maintain minimum 16-inch stems unless otherwise negotiated; cool stems within 1.5 hours after harvest; and enter daily inventory adjustments by 6:00 p.m.
Processing: Process after field heat is removed and in a cool environment; inspect for pests, disease, invasive or noxious species, and quality; remove only damaged or excess leaves; group stems for inventory management; and return stems to the cooler promptly.
Sales and orders: Check email morning, midday, and evening; process Broker-referred Buyer orders through Broker’s POS system during the Agreement and for two years after termination; confirm order details by phone and receipted email; reserve ordered inventory immediately; update inventory promptly; disclose quality and vase-life information truthfully; and notify Broker and Buyers when vase life declines.
Storage: Dry-store buds near 33°F, with 32.9°F optimal where practical; log cooler temperature morning and evening; maintain cooling capacity, sanitation, and 80–90% humidity; reserve and label inventory for orders; inspect reserved inventory every two to three days; update inventory daily; conduct vase-life trials; and stop selling buds with less than five days of bud life except by special request after written disclosure.
Foreign sales: Treat foreign sales as special orders coordinated through Broker; complete phytosanitary inspection; isolate product as required; arrange appropriate refrigerated trucking or storage when needed; and follow all other applicable procedures.
Packing: Hydrate buds older than two weeks for two to twelve hours in water cooled to 34 degrees F., before packing; prepare boxes and materials by the prior afternoon or evening; include required gel packs, contact information, and care instructions unless unnecessary; use appropriate cushioning and restraints; tape all seams; combine boxes where practical; and apply fresh-flower, fragile, and do-not-freeze warnings.
Shipping: Use appropriate shipping labels; insure contents at full value; ship either FedEx priority overnight for morning delivery or air cargo with cooler access; maintain the cold chain; deliver to the carrier in time to avoid delay; email tracking information to the Buyer and Broker on the day of shipment; monitor delivery; and call the Buyer to verify receipt and condition.
Reshipment and refunds: If a Buyer rejects an order, determine the issue through photos and a call, notify Broker by email and/or phone call, and offer reshipment or refund for the affected portion where appropriate. Reshipments are free of charge. Repeated rejections require Member Farm to request Broker assistance and implement commercially reasonable quality-control and shipping recommendations.
Buyer follow-up: Contact each Buyer on the day of arrival. Stems must be in excellent condition, free from wilt, rot, damage, and disease, and at least 16 inches long unless the Buyer approves an exception.

Producing Farm Contract Signature Page

Top of the Page