Counterpart Foods

Shelf terms

v1.0 · 13 August 2026

Your product stays yours until a customer buys it. We are not a distributor and we never take ownership. These terms say what that means in practice — what we do, what it costs, what we pay you and when, and who carries what when something goes wrong.

1. What we do for you

  • We place your product on Counterpart shelves in independent New York cafes, at least ten of them, for at least twelve weeks.
  • We choose which cafes, we build and fill the shelf, and we set the shelf price.
  • We count every unit at every visit, at least once a fortnight, and report what sold by SKU, by store, by week.
  • You get a portal showing your own numbers and where they sit against the category.

2. Your product stays yours

  • This is a consignment. We never buy your inventory. Title stays with you until a customer at the counter buys the unit. We are not a distributor and we do not take ownership at any point.
  • You send us stock to a par level we agree per SKU per store. You pay the freight to us; we move it to the cafes at our cost.
  • We keep your stock separately identified as yours in our records, and we will confirm counts on request at any time.
  • You are free to sell the same product anywhere else, to anyone. Nothing here is exclusive.

3. What it costs

  • $40 per SKU, per store, per month. That is the whole fee. Minimum ten stores, minimum two SKUs unless your line is smaller than that, minimum twelve weeks.
  • Invoiced monthly in advance. The first invoice is issued when your product goes on shelf, not when you sign.
  • There is no listing fee, no slotting fee, no distribution fee, and no commission on your sales.

4. What we pay you, and when

  • You receive the wholesale price of every unit sold, less what it cost us to collect it. Cafes pay us by card and the card networks charge us to take that payment — currently around 3%. We pass on what actually reaches us and keep none of it. This is not a commission, and it is the only deduction there is.
  • Net 45 from the count that records the sale. A unit counted as sold on the 1st is paid on or before the 15th of the following month.
  • We count at least every 14 days. So the clock can never be pushed back by a visit we did not make. If we miss that window, the units are treated as counted on the day the window closed.
  • Every payment comes with the count behind it: units, SKU, store, date. If a number looks wrong, tell us and we will recount.

5. Shrink, expiry and damage

  • Shrink is ours. Units that go missing, up to 3% of everything that left the shelf in a period, are paid to you as if they had sold. You lose nothing to theft on our shelves.
  • Above 3% we stop, recount with the cafe, and tell you what we found before anything is settled.
  • Expiry and spoilage are yours. Food has dates and some of it will not sell in time. We pull short-dated stock, record it with a photograph, and you are not paid for it because it was never sold.
  • You choose what happens to it: we return it to you at your cost, or we destroy it and send you the record. Tell us which you want at the start.
  • Product damaged by us or by a cafe in normal trading is on us, not you, and we pay you for it as sold.

6. What we decide

  • Which cafes your product goes into, and how the shelf is laid out.
  • The shelf price. We set it and we mark it. You own the goods, so we need your authority to price them, and signing these terms gives it. We will tell you the price before your product goes on shelf and before we change it.
  • When a slow seller comes off. We watch every count, and a SKU that is not earning its facing gets pulled rather than left there quietly failing.

7. Using your name

  • You give us permission to use your brand name, logo and product images in our marketing. On our site, in decks, in emails and on social. Non-exclusive, no royalty, for as long as we work together and twelve months after.
  • We will follow your brand guidelines if you send them, and we will take anything down on request.
  • You confirm you actually own those marks and images, or have the right to license them to us.
  • The reverse needs our written consent. You may say you are stocked with Counterpart. You may not name an individual cafe publicly without asking us first, because those cafes agreed to be named to you, not to the internet.

8. What you promise us

  • The product is safe, legal to sell in New York, and labelled to the standard the law requires — allergens, ingredients, nutrition, weight.
  • You hold the recalls, the certifications and the insurance you are supposed to hold, and you will tell us the same day if any of that changes.
  • You carry product liability insurance and name Counterpart as an additional insured. Certificate on request, and before your first delivery.
  • If someone is harmed by your product, that is yours to answer for. You cover us and the cafes for claims arising from the product itself — defects, contamination, mislabelling, recall. We cover you for anything we do wrong in handling it.

9. What we record, and what you see

  • Units sold per SKU, per store, per week, with the cafes named. Photographs of the shelf your product is on.
  • Category benchmarks are anonymised. You see how you compare against your category. You never see another brand named, and no other brand ever sees you named.
  • The data about your own product is yours. Use it with buyers, investors, anyone.

10. Ending it

  • The first twelve weeks are committed on both sides. After that, either of us can end it on 30 days’ written notice.
  • We stop invoicing the fee at the end of the notice period, pull your product from every shelf within 10 business days, and send a final count.
  • Your remaining stock goes back to you at your cost, or is destroyed with a record, whichever you chose in clause 5.
  • Sales already counted are paid on the normal net 45, whether or not this has ended by then.

11. The rest

  • Neither of us is the other’s employee, agent or partner. We are not your distributor and we do not resell your product.
  • 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 10 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
v1.0 · 13 August 2026. If we change these terms we send you the new version and it takes effect 30 days later.