Terms and Conditions

Online Wholesale Order Terms and Conditions ("Agreement")

TERMS OF SALE.

This Agreement is the only agreement between Bella Viva Orchards, Inc. ("BVO") and Buyer relating to “Products” offered on BVO's “Wholesale Website” (www.bellavivawholesale.com) and purchased by Buyer on BVO’s Wholesale Website.

This Agreement is between Bella Viva Orchards, Inc. (“BVO”) and the person and/or entity accessing or using the Wholesale Website or purchasing Products through the Wholesale Website (“Buyer” or “you”). The Wholesale Website is property of BVO.

This Agreement governs your access to and use of BVO’s Wholesale Website and other related information and “Services” provided, and all purchases of products (“Products”) made through the Wholesale Website.  

By accessing or using the Wholesale Website, creating a wholesale account (“Wholesale Account”), or placing an order through the Wholesale Website, you agree to be bound by this Agreement, including any additional terms, conditions, and policies referenced in this Agreement or made available through the Wholesale Website. If you do not agree to this Agreement, you may not access or use the Wholesale Website or place orders through it.

SAMPLES.

BVO does not offer samples for Wholesale Website orders or customers.

RETURNS.

BVO does not accept returns. If for any reason Buyer is dissatisfied with Product purchased from BVO’s Wholesale Website, please contact us at wholesale@bellaviva.com and we will attempt to address Buyer’s concerns. Specifications are subject to change without prior notice.

Except as otherwise expressly required by applicable law, all sales are final and Products purchased through the Wholesale Website may not be returned. If Buyer believes that Products are damaged, defective, incorrect, or otherwise do not conform to the order, Buyer should promptly contact BVO at wholesale@bellaviva.com so that BVO may review and address the issue. Contacting BVO does not create an obligation for BVO to accept a return or provide a refund, replacement, or credit.

SHIPPING.

Shipping is available only to destinations within the contiguous United States. BVO cannot ship wholesale orders to Alaska, Hawaii, Puerto Rico, foreign countries, or any other locations outside of the contiguous United States. Orders placed through the Wholesale Website are FOB Hughson CA 95326. Accordingly, Buyer is responsible for any and all shipping costs. There are three shipping options available: (1) Buyer arranges freight through the order process on the Wholesale Website; (2) Buyer picks up at BVO's facility; and (3) Buyer arranges freight company (“Agent”) to pick up at BVO's facility. If Buyer or Buyer's Agent picks up, the order number must be presented at time of pickup. Pickups are available Monday-Friday 9:00 am through 4:00 pm except holidays.

Risk of loss and responsibility for the Products shall transfer to Buyer upon delivery of the Products to the carrier, or upon pickup by Buyer or Buyer’s Agent, as applicable, except to the extent otherwise required by applicable law.

ORDERING.

In order to place an order through the Wholesale Website, Buyer must purchase a minimum of $400 of product for each order. Orders are ready to ship within 3 business days unless product is out of stock. In the rare event that product is either out of stock or there is insufficient stock to fulfill the entire order Buyer will be contacted within 2 business days to either cancel, adjust, or ship the remainder of the order when it is back in stock.

All orders are subject to BVO's acceptance. BVO reserves the right to reject or cancel any order, in whole or in part, before shipment, including due to product availability, pricing or other errors, suspected fraud, or other circumstances affecting BVO's ability to fulfill the order. If BVO cancels an order after Buyer has been charged, BVO will refund the amount charged for the canceled portion of the order.

CERTIFICATE OF ANALYSIS

COAs are not available for product purchased through BVO's Wholesale Website. Product specifications listing product information such as water activity, moisture, microbiological limits, and other pertinent information are available on each product page. If COAs are required, some products can be purchased directly through BVO's manufacturing division; however higher minimum order limits must be met and COAs may require a fee.

WHOLESALE ACCOUNTS & MARKETING MATERIAL

In order to access the full extent of Services, you may choose to create a Wholesale Account. 

By creating a Wholesale Account, Buyer agrees to provide accurate, current, and complete account information and to maintain the security and confidentiality of its account credentials. Buyer is responsible for all activity occurring through its Wholesale Account and must promptly notify BVO if Buyer believes the account has been accessed or used without authorization.

By creating a Wholesale Account, Buyer will be added to BVO’s wholesale marketing email list and agrees to receive marketing communications from BVO’s wholesale division. Buyer may opt out of receiving marketing emails at any time by clicking the “unsubscribe” or “opt out” link included in any marketing email or by contacting BVO at wholesale@bellaviva.com. Opting out of marketing communications will not affect Buyer’s receipt of transactional, account-related, or other non-marketing communications from BVO.

TERMS OF USE

Services are available only to individuals who are eighteen (18) years of age or older and can enter into legally binding contracts under applicable law.  Our Services are not intended for any persons who do not meet these requirements, and any persons not meeting these requirements do not have permission to access or use the Wholesale Webiste or Services. 

If you meet these requirements and desire to engage in our Services, you are responsible for ensuring that you have an internet connection, device and browser suitable for using the Services, and all other equipment, software, and hardware necessary to access the Site. 

BVO makes no guarantee that the Wholesale Website or Services can be accessed on mobile devices, through all wireless service plans, on all internet browsers, or in all geographical areas.  Standard wireless or cellular fees may apply to your use of the Wholesale Website or access to Services, and you are fully responsible for all such fees and charges. 

Buyer may use the Wholesale Website only for lawful purposes and in accordance with this Agreement. Buyer may not use the Wholesale Website in any manner that could damage, disable, overburden, or impair the Wholesale Website or interfere with any other party’s use of the Wholesale Website.

Inaccuracy Disclaimer

BVO values transparency and honesty and strives for its Services, Content (defined below), and other materials to be accurate.  However, from time to time, there may be information available on or through the Services or elsewhere containing typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, and availability.  BVO reserves the right to correct any errors, inaccuracies, or omissions and to change and/or update information at any time and without prior notice (including after you have submitted an order), which may include canceling orders. No advertisement or product listing is a binding offer of sale.  Content is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on Content is at your own risk. We have no obligation to update any information on our Site. You agree that it is your responsibility to monitor changes to the Site.

Intellectual Property

Unless otherwise noted, all materials, including without limitation, all images, illustrations, designs, icons, photographs, video clips, written and other materials appearing as part of the Services (collectively, “Content”) are copyrights, trademarks, trade dress and/or other intellectual properties owned by or licensed to BVO.  You agree not to reproduce, duplicate, copy, download, modify, publish, distribute, transmit, transfer, sell, resell, create derivative works from, or exploit any portion of the Wholesale Website, Service, access to or use of Services, or any Content on the Wholesale Website through which the Service is provided, without express written permission by BVO.  No right, title or interest in any Content is transferred to you as a result of any access or use of Services. BVO or the licensor reserves all right, title, interest and full intellectual property rights in any Content accessed by you.

                Comments and Feedback

We welcome your comments.  However, by sending or providing us with any comments, feedback, testimonials, notes, messages, ideas, suggestions, know-how, concepts, techniques, criticism, reports, or other communications regarding our Products or the Services (collectively “Comments”), in any form whether oral, written, or otherwise, you hereby grant BVO an irrevocable, non-exclusive, fully paid, royalty free, worldwide, sublicensable, transferable, license to reproduce and use such Comments, in any medium now known or hereinafter created, of any purpose whatsoever. By sending or providing us with a Comment, you acknowledge and agree that you have no expectation of compensation or confidentiality of any nature, and that BVO has no duties to you, with respect to such Comments. We reserve the right, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or in violation of any party’s intellectual property or this Agreement.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Site or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

INDEMNIFICATION

BVO agrees to indemnify Buyer only for personal injury or property damage directly caused by the Product and actually sustained by any person; provided, however, that BVO’s indemnification obligation shall arise only if and when evidence is established that the Product is the cause of the personal injury or property damage. BVO’s indemnity is expressly limited to actual and direct personal injuries and property damage caused by Product and DOES NOT INCLUDE INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. In no event shall BVO’s monetary liability to Buyer, in the aggregate, exceed the amount of Buyer’s purchases through the Wholesale Website over the preceding 12 months. Buyer agrees to indemnify, defend and hold BVO, its officers, directors, employees, agents and attorneys, harmless from and against any and all liabilities, claims, actions, suits, proceedings, judgments, fines, damages, costs, losses and/or expenses (including reasonable attorneys’ fees, court costs and/or settlement costs) arising from and/or related to: (a) any dispute between Buyer and any third parties related to the Wholesale Website or Product; (b) Buyer’s breach of the Agreement; and/or (c) Buyer’s unauthorized and/or improper use of the Wholesale Website or Product. 

DISCLAIMER OF WARRANTIES.

THE PRODUCTS OFFERED BY AND THROUGH BVO’S WHOLESALE WEBSITE ARE PROVIDED TO BUYER ON AN “AS IS” AND “AS AVAILABLE” BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW (INCLUDING, BUT NOT LIMITED TO, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND FITNESS FOR A PARTICULAR PURPOSE). BVO MAKES NO WARRANTY THAT THE PRODUCTS OFFERED BY AND THROUGH BVO’S WHOLESALE WEBSITE: (A) WILL, AS APPLICABLE, MEET ANY BUYER REQUIREMENTS; (B) WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (C) WILL BE ACCURATE OR RELIABLE. BVO’S WHOLESALE WEBSITE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. BVO WILL NOT BE LIABLE FOR THE AVAILABILITY OF THE UNDERLYING INTERNET CONNECTION ASSOCIATED WITH WHOLESALE WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY BUYER FROM BVO OR OTHERWISE THROUGH OR FROM THE WHOLESALE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BVO SHALL NOT BE LIABLE TO BUYER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR DATA, ARISING OUT OF OR RELATING TO THE WHOLESALE WEBSITE, SERVICES, PRODUCTS, OR THIS AGREEMENT, EVEN IF BVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BVO’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE WHOLESALE WEBSITE, SERVICES, PRODUCTS, OR THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY BUYER TO BVO FOR PRODUCTS PURCHASED THROUGH THE WHOLESALE WEBSITE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

MISCELLANEOUS.

This Agreement shall inure to the benefit of and be binding upon the respective successors and assignees of the parties. This Agreement and the rights and obligations of the parties hereunder shall be construed, interpreted and enforced in accordance with, and governed by the laws of the State of California, without giving effect to conflict of law principles. In the event any one or more of the provisions contained herein is for any reason held to be invalid, illegal, or unenforceable in any respect by a court of proper jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement is expressly canceled and shall be null and void.

No waiver by BVO of any provision of this Agreement shall be deemed a waiver of that provision or any other provision on any other occasion.

BVO may modify this Agreement from time to time by posting an updated version on the Wholesale Website. Changes will apply prospectively to use of the Wholesale Website and orders placed after the effective date of the revised Agreement, unless otherwise required by applicable law.

Electronic Communications. By accessing or using the Wholesale Website, creating a Wholesale Account, or placing an order, Buyer consents to receiving communications from BVO electronically, including by email and through the Wholesale Website. Buyer agrees that electronic communications satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

Headings. Section headings are provided for convenience only and shall not affect the interpretation of this Agreement.