Terms & Conditions

Last Updated: May 23, 2024

Introduction:

These Terms & Conditions apply to your access and use of our website, mobile applications and other products and services (collectively, the “Seller System”, “Seller Services”, or “Ingredients Online”) provided by Green Wave Ingredients, Inc (“GWI”). These terms shall govern the Parties’ relationship, including the reseller arrangement between Seller and GWI and the Seller’s license and use of the Seller System, Website, Fulfillment Centers, and Services. We offer a wide range of Seller Services, and sometimes additional terms may apply. When you use a Seller Service (for example, a seller marketing subscription) you will also be subject to the guidelines, terms and agreements applicable to that Seller Service ("Service Terms"). If these Terms & Conditions are inconsistent with the Service Terms, those Service Terms will control.


Definitions:

  1. “Customer” or “Customers” means a third party or third parties who purchase Products from GWI on the Website. All Customers on the Website are commercial users of Products.
  2. “Fulfillment Center” shall mean any of GWI’s approved fulfillment centers and/or warehouses, which are currently located at: (i) 15910 Euclid Avenue, Chino, CA 91708; and (ii) 230 Mill Rd., Edison, NJ 08817.
  3. “Logistics Costs” means any costs, fees or expenses incurred by GWI in connection with the importation of Seller’s Products into the United States and delivery to a Fulfillment Center (see Section 5(a)(i) below), including, but not limited to, customs duties, shipping, warehouse fees (refer to Warehouse Fees list on appendix 5), labor expenses, third party logistics fees, and trucking expenses (including drayage and/or interstate), as well as any fines or penalties (including demurrage, hold expenses and incorrect document fees).
  4. “Marketing Services” means marketing services provided by GWI in connection with Seller’s use of the Seller System and Website, including, but not limited to, (i) technical support for Seller, (ii) customer service, payment processing and returns for Products sold through the Website, (iii) order fulfillment and (iv) marketing to the Website.
  5. “Website” means GWI’s e-commerce website located at www.ingredientsonline.com, through which manufacturers, sellers or re-sellers of Products (including Seller) may market the Products to Customers.
  6. "Seller System" shall mean GWI's account management portal, through which Seller will manage Products, view sales reports, view returns and request payment. 

Conditions To Use The Seller System, Website, And Services:

  1. Application. In order to use the Seller System, Website or Services, the Seller must first submit an application to GWI.

  2. Documentation. As a condition to GWI’s approval of Seller’s application, Seller must provide its business license (or its equivalent) and all certificates and documents (“QC Documentation”) required by the Seller System and/or Rules, which includes, but is not limited to, the following:
    1. Quality certifications from the manufacturer for the manufacturer’s facility and for each Product that Seller desires to market on the Website.
    2. A specification sheet for each Product that Seller desires to market on the Website
    3. Factory documentation meeting industry standards for each Product that Seller desires to market on the Website.Documentation. As a condition to GWI’s approval of Seller’s application, Seller must provide its business license (or its equivalent) and all certificates and documents (“QC Documentation”) required by the Seller System and/or Rules, which includes, but is not limited to, the following:
    4. A valid license and/or permit is required for it to operate in its country.
    5. A completed Quality Control Questionnaire provided by GWI regarding Seller’s facility and operations.
  3. Payment of Deposit, Licensing and Listing Fee. Following GWI’s notice to the Seller that the Seller’s application has been approved, Seller shall have seven (7) days to pay the Deposit, Licensing Fee and Listing Fee (Branded).

Limited License

  1. License to Use Seller System. Subject to Seller paying the Licensing Fee, Seller is granted a non-exclusive, non-transferable, license to use the Seller System and Services for the limited purpose of marketing its Products to potential Customers on the Website. This license shall be valid for a period of one (1) year from the Effective Date for each Licensing Fee paid. GWI shall provide Seller with a username and password (“Login Credentials”).
  2. License to Use Seller’s Intellectual Property. Seller grants to GWI a non-exclusive, irrevocable, royalty free license to reproduce, publish and use any content, text, logos, brands, trademarks, trade dress, service marks, copyrights or other intellectual property or information provided by Seller to GWI, or submitted to the Seller System or Website, in connection with this Agreement.

Use Of The Seller System And Website

  1. During the term of the Sellers Agreement, the Seller shall have the right to access and use the Seller System to list its Products for sale on the Website. Seller must provide all information related to their program and product type, which may include the sale price, product quantity or measurements, and location of Seller’s facility from which the Product is available.
  2. Returned Products may be shipped by a Buyer directly to the Seller but must still be processed through the Seller System and/or Website. Such returns shall be a Seller’s cost and expense.
  3. Product Standards. Seller may only market Products through the Seller System and/or Website that are
    1. Legal to sell within the United States
    2. Free from defect of any kind and
    3. Match and comply with all quality standards and/or product descriptions set forth on the Seller System or Website and/or QC Documents.

  4. Duty to Update Information and QC Documents. Seller shall immediately update any information or QC Documents related to a Product in the event that such information or QC Documents are or become inaccurate, incorrect, incomplete, or misleading or with respect to new products to be marketed listed for sale on the website.

  5. Technical Support and Operations. GWI will provide technical support and training for Seller in connection with Seller’s use of the Seller System and Website.

  6. Marketing. GWI may undertake efforts to market and promote the Website in its sole discretion.

  7. Customer Questions. If a customer contacts Seller regarding the Website, any purchase of the Seller’s Products, or Seller’s Products that are available on the Website, Seller shall refer the Customer to GWI to answer any questions, concerns, requests, complaints or comments.

  8. GWI’s Right to Review and Notify. GWI reserves the right to review any and all content submitted by the Seller to the Seller System or the Website. In the event that GWI believes, in its sole discretion, that Seller submitted information to the Seller System or Website that is false, misleading, deceptive, incorrect, incomplete, unlawful, irrelevant, improper, distasteful, offensive, in breach of this Agreement, or in any way inappropriate, then GWI may remove any such content from the Website or Seller System without prior notice to Seller.

  9. Duty to Warn. If Seller becomes aware of (i) any issue, defect, malfunction with the Seller System or Website, or (ii) any issue, defect, danger or problem with its Products, QC Documents, or any information submitted to the Seller System or Website, then Seller shall immediately notify GWI and, if applicable, take steps to correct the issue, defect, danger or problem with its Products, QC Documents, or information submitted to the Seller System or Website.

  10. Right to Inspect/Test. GWI reserves the right to inspect and/or test in-stock products of Seller as part of GWI’s quality assurance/quality control procedures. Any such testing will be conducted by a qualified U.S. based laboratory. The Seller shall bear the expense of any such laboratory testing.

Term And Termination

  1. Term. This Agreement shall commence upon execution by both Parties and remain in full effect for the agreed period.

  2. Termination for Convenience. Either Party may terminate this Agreement in its sole discretion by providing the other Party fifteen (15) days’ prior written notice.

Representation And Warranties

  1. Authority. Both Parties represent and warrant that they have full power and authority to enter into this Agreement and to grant the licenses granted herein.

  2. Right to Sell. Seller represents and warrants that it has all legal right, title and interest to the Products it delivers to GWI’s Fulfillment Centers or markets on the Seller System or Website, and that all such Products are free and clear of any liens, security interests or encumbrances.

  3. Non-Infringement. Seller represents and warrants that its use of the Seller System, Website, Fulfillment Centers and Services, and its delivery and marketing of its Products in connection with this Agreement, shall not infringe upon the rights of any third party, including, but not limited to, any third party’s intellectual property rights (including patents, trademarks, trade dress, service marks, trade secrets, and copyrights).