Last Updated: August 12th 2022
1. Wholesale Prices
Product Pricing: Wholesale product prices (the “Product Prices”) will be made available to applicants upon receipt of application. Product Prices are subject to change by the Supplier at any time in its sole and absolute discretion without the requirement to provide notice to Purchaser.
2. Placing Orders; Invoicing
To place an order for Products at the wholesale Product Prices, Purchaser shall contact firstname.lastname@example.org. Upon receiving an email communication from Purchaser that Purchaser desires to place an order for Products, a Supplier representative will generate an invoice memorializing Purchaser’s order and deliver the invoice to Purchaser. Upon agreement of the invoice terms and amounts, Goodness Lover will send a finalized invoice to Purchaser reflecting the purchase price and any associated fees, if applicable. Purchaser must agree to pay any and all associated fees. Goodness Lover accepts Paypal and major credit cards. Goodness Lover does not accept checks.
3. Payment Terms and Conditions:
Payment by Purchaser shall be due as of the payment due date stated on the invoice. Unless otherwise indicated in writing, each invoice shall be considered an independent transaction and payment therefore shall be made accordingly. Purchaser shall be responsible for paying all invoices in full prior to making shipping arrangements.
4. Shipping Terms and Conditions:
Shipping Costs: Purchaser shall be responsible for all shipping costs, charges, and fees associated with Purchaser’s purchase of Products. Shipping costs will be determined after Purchaser’s order volume is assessed. Wholesale orders are not eligible for retail order free shipping cut-offs.
Goodness Lover shall arrange shipping of Product orders on behalf of Purchaser pursuant to Purchaser’s written shipping instructions which Purchaser shall provide to Goodness Lover by email. Purchaser shall provide Goodness Lover its written shipping instructions at the time Purchaser provides payment in full for their order. Both parcel and freight shipping shall be available to Purchaser based on Purchaser’s preference and the size of Purchaser’s order. When freight shipment is selected by Purchaser, Purchaser may arrange for a third-party vendor to ship the Products. Goodness Lover will provide Purchaser, or Purchaser’s third-party vendor, the information necessary for Purchaser to arrange shipping independently.
Risk of Loss: Purchaser agrees that title to and risk of loss of the Products passes to Purchaser upon Goodness Lover making the Products available to Purchaser or a carrier for shipment to Purchaser. Goodness Lover will not be able to compensate for lost shipments.
5. Obligations and Responsibilities of Purchaser:
Prior to placing an initial order under the terms of this Agreement, Purchase shall provide Goodness Lover with the following information: (i) a description of Purchaser’s business, (ii) a description and addresses of any and all physical retail locations and website URLs where Purchaser will sell, or offer to sell, the Products;(iii) Purchaser’s tax identification number and (iv) resale certificate or comparable product from Purchaser's tax authority (if applicable). Purchaser is expected to sell with a high degree of integrity and provide excellent customer service to its customers. Goodness Lover reserves the right to refuse to sell Products to Purchaser in the event Goodness Lover receives complaints regarding Purchaser’s level of professionalism or sales methods. Purchaser shall not advertise, quote or sell Products at prices lower than the Goodness Lover website pricing for similar products unless agreed upon between the parties. It shall not be a violation of this requirement to post or publish an advertisement that provides generally that the Purchaser has the “lowest prices” or a “best price matching” program, or anything substantially similar thereto, provided that the Purchaser is otherwise in compliance with this requirement.
6. Prohibited Sale of Products:
Purchaser shall not sell, or offer for sale, the Products on Amazon.com, Ebay.com, or any other online website or platform apart from Purchaser’s own business website, which must be disclosed a priori to Goodness Lover.
7. Representations and Warranties of Purchaser:
Purchaser hereby represents, warrants and covenants to Goodness Lover that Purchaser: (i) will not market or advertise the Products in a manner inconsistent with the labeling or advertising claims made or approved in writing by Goodness Lover; (ii) will not engage in any conduct that results in any Product becoming adulterated or misbranded within the meaning of the Federal Food, Drug and Cosmetic Act, 21 U.S.C. §§ 301 et seq.; and (iii) will comply with all applicable laws in advertising, marketing, storing, holding, distributing, and selling the Products, and be responsible for Current Good Manufacturing Practices as set forth in 21 C.F.R. Parts 111 and 117 applicable to the holding and distribution of Products..
8. Representations and Warranties of Goodness Lover:
Goodness Lover hereby represents, warrants, and covenants that the Products sold to Purchaser will, at the time Purchaser takes possession of the Products, comply with the requirements of the United States Federal Food, Drug and Cosmetic Act, 21 U.S.C. §§ 301 et seq., as amended, and regulations promulgated thereunder.
Purchaser’s Indemnification: Purchaser shall indemnify and hold Goodness Lover harmless from and against any and all damage, losses, costs (including attorney’s fees), expenses, claims, demands and liabilities arising out of or in connection with (i) Purchaser’s use, sale, display, offering for sale, marketing, or advertising of Products or use or application of any information disclosed or provided on behalf of Goodness Lover; or (ii) any other act or omission on the part of Purchaser constituting negligence.
Goodness Lover’s Indemnification: Goodness Lover shall indemnify and hold Purchaser harmless from and against any and all damage, losses, costs (including attorney’s fees), expenses, claims, demands and liabilities arising out of or in connection with any claim by a third party that the methods, processes, Product component materials or know-how infringe the ownership rights of a third party or, any other act or omission on the part of Goodness Lover constituting negligence.
10. Intellectual Property:
All trademarks, trade names, trade dress, trade secrets, licenses, brand names, patents, patent applications, statutory invention registrations, inventor’s certificates, rights to obtain, file, and prosecute applications for patents, slogans, logos, Product images, copyrights, Product ingredient specifications, or other property or proprietary information and goodwill associated with the Products shall be the sole and exclusive property of Goodness Lover (the “Product Intellectual Property”). Purchaser shall not use, in any way, any Product Intellectual Property except in connection with its performance under these Terms of Service or in its selling, offering for sale, advertising, or marketing of the Products.
11. Inspection and Warranties:
Purchaser shall be responsible for inspecting and examining all Products shipped. Purchaser shall give Goodness Lover written notice specifying any alleged non-conformance if rejection is intended within fifteen (15) days following delivery of Products to Purchaser. Failure by Purchaser to timely inspect the Products or to provide such written notice of rejection within fifteen (15) days of delivery shall be deemed to be acceptance of the Product(s) by Purchaser as of the date of shipment. Any resale, commingling, alteration or incorporation of the Product(s) by Purchaser shall be deemed acceptance of the Product(s) as of the date of shipment.
12. Return Authorisation and Expired Products:
Purchaser shall be responsible for maintaining, properly storing, and managing its inventory of Products purchased from Goodness Lover. No Product sold by Goodness Lover to Purchaser shall be returnable to the Goodness Lover without Goodness Lover’s prior written consent, except in connection with an alleged nonconformity. Responsibility and expense for shipping agreed-upon returns lies with the Purchaser.
All Products in Purchaser’s possession that have expired shall be destroyed or properly disposed of by Purchaser at Purchaser’s own expense.
13. Term and Termination:
Goodness Lover shall have the right within its sole discretion to terminate with or without cause, on the giving of prior written notice to the other party any order placed by the Purchaser. Upon the effective date of termination, Purchaser may sell off any remainder of the Product purchased from Goodness Lover.
Product Complaints: Purchaser shall promptly (but in no event later than five (5) business days of receipt) send to Goodness Lover copies or summaries of any complaints received by Purchaser related to Products.
Governing Law; Exclusive Venue: These Terms of Service shall be governed and construed in accordance with the laws of the State of Arizona, without giving effect to any principles of conflict of laws thereof. ANY AND ALL SUITS, LEGAL ACTIONS OR PROCEEDINGS ARISING OUT OF THESE TERMS OF SERVICE OR THE OTHER TRANSACTION DOCUMENTS SHALL BE BROUGHT SOLELY IN THE STATE AND FEDERAL COURTS LOCATED IN ARIZONA, AND EACH PARTY HEREBY IRREVOCABLY SUBMITS TO AND ACCEPTS THE EXCLUSIVE JURISDICTION OF SUCH COURT FOR THE PURPOSE OF SUCH SUITS, LEGAL ACTIONS OR PROCEEDINGS. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, LEGAL ACTION OR PROCEEDING IN ANY SUCH COURT AND HEREBY FURTHER WAIVES ANY CLAIM THAT ANY SUIT, LEGAL ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.