Counterpart Foods

Shelf terms

v1.1 · 13 August 2026

These terms and the order form you sign are the whole agreement. They are short on purpose. If any of it is unclear, ask us before you sign.

1. What we put in your cafe

  • One Counterpart shelf unit, roughly 20 inches wide and 55 inches tall — about two square feet of floor — in the spot recorded on your order form.
  • We choose what goes on it and we keep it stocked. Everything on the shelf belongs to us or to the brand that made it. None of it is ever yours to buy.
  • We watch what sells every week. Slow sellers come off, and the whole set is refreshed each quarter.
  • Everything we place is shelf-stable and needs no refrigeration. If that ever changes we will tell you before it arrives, and you can say no.

2. What it costs you

  • Nothing up front, nothing ongoing, no minimums, no fees of any kind.
  • You never buy inventory. Every item on the shelf belongs to us or to its brand right up until one of your customers buys it.

3. How the money works

  • Items ring through the register you already use, at the shelf price we set and mark.
  • You keep the full retail margin. Each time we count, we invoice you at wholesale for what sold — on most items about half the shelf price. Every cent above that is yours.
  • A count with no sales is a count with no invoice.
  • Shrink. Items that go missing, up to 3% of everything that left the shelf in the period, are on us. You do not need to police the shelf.
  • Above 3% we recount together rather than invoicing you. A count-based invoice would otherwise charge you for things that were never sold, and we are not doing that.
  • Anything past its date, spoiled or damaged in normal trading is never charged to you. You never bought it, so you never owe us for it. We take it away and settle it with the brand.
  • If we ever change a shelf price or a wholesale price, we tell you before it takes effect.
  • Sales tax on the retail sale is collected and remitted by you through your register, the same as anything else you sell.

4. Paying the weekly invoice

  • We send the statement on the day we count, and charge the card on your order form three business days later for the wholesale total of what sold since the last count.
  • Those three business days are your window to query a line. Tell us and we will fix it before the charge goes out. If you think a count is wrong, we come back and count it again with you.
  • If the card is declined we will tell you the same day and try again once you have given us another. Keeping a working card on file is the one administrative thing we need from you.
  • If a card cannot be made to work, the balance is due within 7 days by bank transfer or check. Until it is settled we stop restocking the shelf. We would rather pause than pull the unit out over an expired card, so tell us early and we will work it out.
  • You can withdraw your card authority at any time by ending this agreement under clause 9. Withdrawing it does not cancel what you already owe for units sold.

5. What we do every visit

  • Someone from Counterpart visits during your normal opening hours to count, restock, tidy the unit and photograph it.
  • We come at least every two weeks, and weekly while your register is not connected to our system, because until it is, the count we take is the only record of what sold. We will agree a rough day and time with you and stick to it.

6. What we ask of you

  • Keep the unit in the spot we agreed. Where it stands changes what it earns, and moving it makes the numbers meaningless. If you need it moved, tell us and we will move it.
  • Ring items through at the marked price.
  • Let our person in during opening hours to do the count.
  • Tell us if something is damaged or spoiled, or if a customer complains about a product.

7. What we record, and who sees it

  • We record what sells off our shelf — product, units, week — at your location, and we report it to the brands whose products are on the shelf.
  • Those reports name your cafe. A brand paying to be here is buying the knowledge of where their product does and does not sell, so the location is the point. Your order form records your agreement to that.
  • We may photograph the shelf and share those photographs with those brands.
  • We do not share your overall sales, your customers, or anything else about your business.
  • When this ends we stop naming you in new reports. Reports already sent to a brand stay as they are.

8. If something goes wrong with a product

  • The products are ours and our brands’. A recall, a defect, or a customer made ill by something off our shelf is our responsibility and theirs, not yours, provided you stored it as labelled and sold it at the marked price.
  • Every brand on the shelf carries product liability insurance naming us, and we will give you a certificate for any product you ask about.

9. When it starts, and how it ends

  • It starts the day we first fill the shelf, not the day you sign. If we have not filled it within 30 days of the planned start on your order form, you can walk away with nothing owed.
  • Either of us can end it at any time, for any reason, on 30 days’ written notice. Email counts, and the 30 days run from the day the other one receives it.
  • If you would rather stop selling straight away, say so and we will come and empty the unit. You are then charged for nothing further.
  • We remove the unit within 10 business days of the notice period ending, at our cost, and leave the space as we found it.
  • We send a final statement within 7 days of removal and charge the card once more for units sold up to that day. That is the last use of the card, and nothing else is owed by either side.

10. If things change

  • If you close, sell the business or move, tell us as soon as you can. Either of us can end this immediately in any of those cases, and you will let us collect the unit and our stock.
  • Ordinary wear, and damage caused by a customer or an accident, is ours. We insure the unit. You are only on the hook if someone at the cafe damages it deliberately.

11. The rest

  • The unit stays ours throughout, and its contents stay ours or their brands’. Nothing on the shelf becomes yours at any point.
  • This is not exclusive. You can stock whatever else you like, from anyone.
  • Neither of us is the other’s employee, agent or partner.
  • If we change these terms we will send you the new version, and it takes effect 30 days later. If you do not want the change, end the agreement under clause 9 and nothing further is owed.
  • New York law governs this agreement. Any other change to it has to be written down and agreed by both of us.

Counterpart Foods, New York, New York · hello@counterpartfoods.com
v1.1 · 13 August 2026. If we change these terms we send you the new version and it takes effect 30 days later.