Terms and Conditions

Online Wholesale Order Terms and Conditions ("Agreement")

TERMS OF SALE.

This Agreement is entered into between Bella Viva Orchards, Inc. (“BVO”) on one hand, and the individual and entity, if applicable, using BVO’s “Wholesale Website” (www.bellavivawholesale.com) (“Buyer” or “you”) on the other.  The Wholesale Website is property of BVO.  This Agreement constitutes the sole agreement between BVO and Buyer with respect to the “Products” offered for sale and purchased through the Wholesale Website. 

Additionally, this Agreement governs your access to and use of BVO’s Wholesale Website and other related information and “Services” provided therein. 

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. 

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 does not 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 BVO’s facility in Hughson CA 95326. Accordingly, Buyer is responsible for all shipping, freight, and related transportation costs. Buyer may select one of the following shipping options: 

  1. Buyer-Arranged Freight: Buyer arranges freight through the order process on the Wholesale Website; 

  2. Buyer Pickup: Buyer picks up at BVO's facility; or

  3. Buyer-Designated Agent: Buyer arranges for a freight company or other designated agent (“Agent”) to pick up at BVO's facility. 

For orders picked up by Buyer or Buyer’s Agent, the order number must be presented at the time of pickup. Pickups are available Monday through Friday, from 9:00 a.m. to 4:00 p.m., excluding holidays.

Risk of loss, title, ownership, and responsibility for the Products transfer to Buyer upon the Products leaving BVO’s possession, including when the Products are picked up by Buyer, Buyer’s Agent, or a carrier.

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 & Spec Sheets

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. Specifications are subject to change without prior notice.

It is Buyer’s responsibility to determine whether the Products meet its own requirements before ordering.  If COAs are required for Buyer’s order, 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.  

Buyer Responsibilities

Buyer is solely responsible for determining whether the Products are suitable for Buyer's particular intended use, including any use in the manufacture, processing, formulation, repackaging, labeling, or sale of other products. Buyer agrees to store, handle, transport, and use the Products in accordance with applicable Product Specification Sheets, Product labels, and any other written storage or handling instructions provided by BVO. 

Upon delivery of the Products to Buyer or Buyer’s carrier, and in all cases after risk of loss has transferred to Buyer, Buyer is responsible for the proper storage, handling, transportation, repackaging, relabeling, labeling, processing, and use of the Products.

If Buyer repackages, relabels, labels, processes, modifies, combines, or otherwise alters the Products, Buyer is solely responsible for such activities and for ensuring that all resulting packaging, labeling, representations, claims, instructions, and other information comply with all applicable federal, state, and local laws and regulations. Buyer is also responsible for determining and complying with any and all requirements applicable to the resale or further distribution of the Products, including any requirements applicable to Buyer's customers or to any finished products manufactured, processed, or sold by Buyer.

Buyer shall not make any representation, warranty, claim, or statement concerning the Products that is inconsistent with information provided by BVO or applicable law. Buyer shall promptly notify BVO of any complaint, suspected defect, contamination, adulteration, or other condition involving the Products that could reasonably present a food-safety or regulatory concern.  

In the event of a product recall, market withdrawal, or other corrective action involving Products purchased from BVO, Buyer agrees to fully and promptly cooperate with BVO and applicable regulatory authorities. Such cooperation includes providing information reasonably requested by BVO; identifying affected Products; immediately discontinuing the sale or distribution of affected Products; preserving and providing relevant records; and assisting, as applicable, with the notification, retrieval, segregation, disposition, or other handling of affected Products.

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 agrees to be added to BVO’s wholesale marketing email list and 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 who have the legal capacity to enter into legally binding contracts under applicable law. The Wholesale Website and Services are intended solely for business-to-business transactions and may not be used for personal, household, or consumer purchases.

By accessing or using the Wholesale Website or Services, Buyer represents and warrants that (a) Buyer is a legally established business, organization, or other commercial entity holding any and all local, state, and federal licenses required for Buyer’s business activity and Buyer is authorized to conduct business under applicable law, or is a sole proprietor lawfully engaged in business; (b) Buyer is using the Wholesale Website and Services for legitimate business purposes; and (c) the individual accessing or using the Wholesale Website on Buyer's behalf is authorized to act for and bind Buyer to these Terms and any transactions entered into through the Wholesale Website.

Buyer is responsible for providing accurate and complete business information requested by BVO, including, where applicable, Buyer's legal business name, business address, and other information reasonably necessary to verify Buyer's identity or business status. BVO reserves the right to refuse, suspend, or terminate access to the Wholesale Website or Services, or to decline or cancel an order, if BVO reasonably believes that Buyer is not a legitimate business customer, that the individual placing an order is not authorized to act on behalf of Buyer, that information provided by Buyer is inaccurate or misleading, or that the transaction may violate applicable law.

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. 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.  

INDEMNIFICATION

BVO agrees to indemnify Buyer only for personal injury or tangible property damage actually sustained by a third party, but only to the extent directly caused by a defect in the Product in its condition at the time of release, and only if and when competent evidence establishes that such Product was the direct and proximate cause of such personal injury or property damage.

BVO shall have no obligation to indemnify, defend or hold Buyer harmless to the extent any claim, loss, damage, liability, cost or expense arises from or relates to: (a) any alteration, modification, repackaging, relabeling, processing, treatment or other change to the Product after its release by BVO; (b) the storage, transportation, handling, installation, use, application, processing, incorporation or disposal of the Product by Buyer or any third party; (c) the combination or incorporation of the Product with any other product, material or component; (d) Buyer’s specifications, instructions, representations, warranties, labeling, advertising, marketing or other statements concerning the Product; (e) any use of the Product other than in accordance with applicable instructions or specifications provided by BVO; (f) Buyer’s failure to properly inspect, test, store, handle, transport, use or maintain the Product; or (g) any act, omission, negligence, willful misconduct or breach of the Agreement by Buyer or any third party.

BVO shall have no indemnification obligation for any Product that has been repackaged, handled, processed, modified, altered, relabeled or incorporated into another product after release by BVO, except to the extent the applicable claim is finally determined to have been caused solely and directly by a defect existing in the Product at the time of release by BVO and not by any such subsequent act or condition.

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 (d) Buyer’s storage, transportation, handling, processing, repackaging, relabeling, modification, alteration, use, resale, distribution or incorporation of any Product; (e) any representation, warranty, claim, instruction, labeling, advertising or marketing statement made by Buyer concerning any Product that was not expressly authorized in writing by BVO; or (f) any act, omission, negligence, willful misconduct or violation of applicable law by Buyer or any person acting on Buyer’s behalf.

The indemnification obligations set forth in this Section shall apply regardless of whether the claim is based in contract, warranty, tort, negligence, strict liability, statute or any other legal theory, except to the extent prohibited by applicable law. 

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 AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, AFFILIATES, LICENSORS AND SUPPLIERS SHALL NOT BE LIABLE TO BUYER OR ANY THIRD PARTY 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 AND AGGREGATE LIABILITY TO BUYER AND ANY THIRD PARTY ARISING OUT OF OR RELATING TO THE WHOLESALE WEBSITE, SERVICES, PRODUCTS OR THIS AGREEMENT, INCLUDING ANY LIABILITY ARISING FROM OR RELATING TO ANY BREACH OF WARRANTY, REPRESENTATION OR OBLIGATION, SHALL NOT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT ACTUALLY PAID BY BUYER TO BVO FOR PRODUCTS PURCHASED THROUGH THE WHOLESALE WEBSITE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

THE FOREGOING LIMITATION SHALL APPLY REGARDLESS OF THE NUMBER OF CLAIMS, ACTIONS, PROCEEDINGS, PRODUCTS, TRANSACTIONS OR EVENTS GIVING RISE TO LIABILITY, AND REGARDLESS OF WHETHER BVO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BVO SHALL NOT BE LIABLE FOR ANY CLAIM OR LOSS TO THE EXTENT CAUSED BY BUYER’S ACTS OR OMISSIONS, INCLUDING BUYER’S STORAGE, TRANSPORTATION, HANDLING, PROCESSING, REPACKAGING, RELABELING, MODIFICATION, ALTERATION, USE, RESALE, DISTRIBUTION OR INCORPORATION OF ANY PRODUCT, OR BY ANY BREACH OF THIS AGREEMENT BY BUYER.

For the avoidance of doubt, BVO’s indemnification obligations under this Agreement, if any, shall constitute liability of BVO subject to the exclusions and aggregate liability limitation set forth in this Section.

NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

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.

Effective: October 5, 2026