Wholesale Terms & Conditions
IMPORTANT! READ THESE WHOLESALE TERMS AND CONDITIONS (THIS “WHOLESALE TERMS AND CONDITIONS”) CAREFULLY. BY CHECKING THE "I ACCEPT" BOX OR OTHERWISE ACCEPTING THESE WHOLESALE TERMS AND CONDITIONS THROUGH AN ORDERING DOCUMENT THAT INCORPORATES OR INCLUDES THESE WHOLESALE TERMS AND CONDITIONS, YOU AGREE TO FOLLOW AND BE BOUND BY THESE WHOLESALE TERMS AND CONDITIONS. IF YOU ARE ENTERING INTO THESE WHOLESALE TERMS AND CONDITIONS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE WHOLESALE TERMS AND CONDITIONS AND REFERENCES TO “YOU” “I” “ME” AND SIMILAR TERMS SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO ALL THESE WHOLESALE TERMS AND CONDITIONS, YOU MUST NOT CHECK THE "I ACCEPT" AND MAY NOT RESELL ANY INSTANATURAL PRODUCTS.
Wholesale Terms and Conditions
The following Wholesale Terms and Conditions apply to any party wholesale partners of InstaNatural products.
If you choose to register an account on InstaNatural.com, you will get an email address or username and password for your account. It is your responsibility to maintain the confidentiality of your account. By registering an account on InstaNatural.com, you agree to provide only truthful and accurate information. If you violate these Wholesale Terms and Conditions, we may terminate your account without prior notice. We may also terminate your account without prior notice, if we in our sole discretion decide that it would be in InstaNatural’s best interests to do so.
Policies Related to Wholesale Purchase
Only the designated products offered through the wholesale program are available for resale. Products not specifically offered through the wholesale program are only for personal use and you may not resell these products.
InstaNatural reserves the right to cancel or reduce the quantity of any order with or without notice, if we believe, in our sole discretion, that it may violate these Wholesale Terms and Conditions our general website Terms and Conditions, located here (the “General Terms and Conditions”). We reserve the right to cancel any order placed for any reason.
InstaNatural may make changes to any products offered through the wholesale program, or to the prices for any such products, at any time and in its sole discretion, without notice.
Reorder requests are subject to approval by InstaNatural, with product availability and pricing subject to change. InstaNatural reserves the right to request documentation of proof of sales in their respective markets, prior to approving reorders.
Policies Related to Resale Activity
Resale activities are only approved in channels and geographies where InstaNatural products are not sold directly by InstaNatural or through their negotiated retail partners. Geographic areas and sales channels where resale activities are prohibited include, but are not limited to:
- Amazon US
- Amazon UK / DE / IT / ES / FR
InstaNatural may make changes to this list at any time, without notice. If changes are made that impact your known resale activities, you will be notified in writing and have 30 days to comply with adjusted policies, which can include removal of inventory from the market in question.
It is the responsibility of the reselling party to clearly state the brand or company that is the responsible party for the resale of InstaNatural products. In addition, representing yourself, posing as or otherwise impersonating InstaNatural is prohibited and will result in an immediate termination of resale activity, approval and rights. If at any time InstaNatural believes, in its sole discretion, that resale activity is impacting brand image or causing brand erosion, inconsistent with these terms or applicable laws, InstaNatural may terminate resell activity at any time, without notice.
It your sole responsibility, as the reseller, to abide by laws and regulations specific to the geographies in which you intend to resell the products. InstaNatural is not liable for legal or regulatory violations caused by your resale activities.
You agree to defend, indemnify and hold InstaNatural and its affiliates and subsidiaries, harmless for any loss, damages, or costs, including reasonable attorney’s fees, resulting directly or indirectly from any third party claim, action or demands resulting from your resale activity of the products or as a result of any claim based on any breach of any representation or warranty, covenant or agreement by you under these Wholesale Terms and Conditions or any breach of these Wholesale Terms and Conditions by you. You also agree to indemnify us for any loss, damages, or costs, including reasonable attorneys’ fees, resulting from your use of any data gathering and extraction tools or any other action you take that imposes an unreasonable burden or load on our infrastructure.
Refunds/Exchanges and Customer Care
You, as the reseller, take full responsibility for customer care related inquiries from the products you sell. Products purchased through wholesale markets and channels are not subject to InstaNatural’s guarantee or return policies.
Ownership of Intellectual Property
You acknowledge and agree that InstaNatural, its suppliers, partners and licensors (if any), own and shall retain all right, title and interest in and to (a) all intellectual property rights embodied in the products, including the manufacture and/or production of products, and associated product documentation; (b) all of the service marks, trademarks, trade names or any other designations, and (c) all copyrights, patent rights, trade secret rights, and other proprietary rights in the products. All materials on InstaNatural.com, the wholesale order form and any of InstaNatural’s affiliates, subsidiaries and partners are copyrighted property of InstaNatural. Use of these materials is prohibited for resale purposes.
All content including but not limited to designs, structure, text, logos, graphics, arrangement of content, user and visual interfaces, artwork, sounds, music, and programming on InstaNatural.com, the wholesale order form and any of InstaNatural’s subsidiaries and partners is protected by copyright and trademarks laws. InstaNatural reserves all rights with respect to all of its intellectual property. No portion of InstaNatural.com, InstaNatural trademarks and tradenames, the wholesale order form and such property held by any of InstaNatural’s affiliates, subsidiaries and partners, in whole or in part, may be used, copied, sold, reproduced, duplicated, modified or exploited without prior written permission from InstaNatural, which may be withheld in InstaNatural’s sole discretion. You acknowledge and agree that these Wholesale Terms and Conditions do not grant to you any intellectual property rights in the products.
You may, whether in connection with your own trademarks, use the then current product names, logos and other marks ("Marks") on marketing and promotional material therefore as authorized by InstaNatural for all proper purposes in the performance of authorized resale activities. Your use of such Marks shall be in accordance with InstaNatural policies in effect from time to time, including, but not limited to, trademark usage and advertising policies. You agree that you have no claim or right in such Marks and you shall not make any claim or contest the use of any such Mark. Except as expressly authorized in writing by InstaNatural, you shall not file or attempt to register any Mark or any mark confusingly similar Marks.
Export and Import Controls.
Each party shall be responsible for: (a) complying with all export restrictions, laws and regulations; (b) securing all permits and other licenses necessary to carry out its obligations under these Wholesale Terms an Conditions; and (c) paying all tariffs, duties and the like, associated with its export of any goods or the use of any information in connection with the products.
Disputes; Applicable Law and Venue
With respect to any dispute regarding your wholesale or resale activity, all rights and obligations and all actions contemplated by these Wholesale Terms and Conditions shall be governed by the laws of Florida, as if the Wholesale Terms and Conditions were a contract wholly entered into and wholly performed within Florida. I agree that any action relating to any dispute between me and InstaNatural shall be brought exclusively in a court of competent jurisdiction in Orange County, Florida.
Limitation of Liability
In no event will InstaNatural be liable for any direct, indirect, consequential, incidental, special, exemplary, or punitive damages or liabilities whatsoever arising from or relating to the products or under these Wholesale Terms and Conditions, whether based on contract, tort (including negligence), strict liability or other theory, even if InstaNatural has been advised of the possibility of such damages.
In no event will InstaNatural’s liability exceed the monies paid by the you to InstaNatural. The existence of more than one claim will not enlarge or extend this limit.
Status As Independent Contractor.
All of your activities are as an independent contractor. Nothing in these Wholesale Terms and Conditions create any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between you and InstaNatural or its affiliates or creates an employee/employer relationship. You have no express or implied right or authority to assume or create any obligations on behalf of InstaNatural of its affiliates or to InstaNatural or its affiliates to any contract, agreement or undertaking with any third party.
General Website Terms and Conditions
With respect to the General Terms and Conditions, any and all information included within such General Terms and Conditions that are not in conflict with these Wholesale Terms and Conditions are applicable and are incorporated into these Wholesale Terms and Conditions by reference. As to any conflict between the General Terms and Conditions and these Wholesale Terms and Conditions, these Wholesale Terms and Conditions will govern. Applicable terms of the General Terms and Conditions include, but are not limited to, use of submitted inquires, feedback or information provided to us by you, linking to our website, FDA legal disclaimers, and information accuracy. Acknowledgement of these Wholesale Terms and Conditions includes your acknowledgement and agreement to the General Terms and Conditions and InstaNatural, in addition to all other remedies available to it by law, reserves the right to terminate or suspend your account without any notice, in case of violation of the General Terms and Conditions. To read the General Terms and Conditions, please click here.
These Wholesale Terms and Conditions and the incorporated General Terms and Conditions constitute the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations and understandings of the parties, written or oral.
All information provided through the wholesale program and InstaNatural.com is provided “as is” with all faults without warranty of any kind, either expressed or implied. InstaNatural disclaims all warranties, expressed or implied including, without limitation, those of merchantability, fitness for a particular purpose and noninfringement or arising from a course of dealing, usage, or trade practice.
These Wholesale Terms and Conditions statement is effective as of, and was last updated on, June 21 2016