General Terms of Service

Overview

Thank you for your interest in partnering with West Coast AGAVE wholesale and distribution broker through its marketplace websites and related services (“Services”). Throughout these Retailer Terms of Service (“Retailer Terms”), the terms “West Coast AGAVE”, “ WCA,” “us,” and/or “we” refer to West Coast AGAVE wholesaler. The terms “you” and/or “your” refer to you as a user of the Services as a Retailer. These Retailer Terms, along with WCA Terms of Service (“General Terms”), and Privacy Policy, govern your purchase of goods as a Retailer through the Services. These Retailer Terms reference and link to various WCA policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Retailer Terms. You hereby acknowledge and agree to terms and conditions the set forth below. Capitalized terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Retailer Terms, the word “include” or “including” means “including, but not limited to.”

Key Definitions

  • “Producer” means a manufacture who offers to sell and/or sells its goods to Retailers through the Services.
  • “Retailer” means a buyer who purchases goods through the WCA Services for the purpose of resale.

Account Registration – Retail Account

Retailer Account. To purchase goods through West Coast AGAVE as a Retailer, you must register, create a retailer account and be approved by West Coast AGAVE. We reserve the right to deactivate your account if we find that you are in breach of our Retailer Terms, including in the event that you are selling products in non approved locations or on other platforms other than your business website (as further set forth in Retailer Terms).
Qualifications. To qualify for a Retailer Account, Retailers must have an online, brick and mortar or pop-up store that is open and ready for business (authorized subscription
boxes and booths may also qualify in our discretion). You must also provide proof of, a valid reseller’s permit or ID.

Product and Content Compliance

You acknowledge and agree that West Coast AGAVE is not required to determine whether the products sold, or any Content related thereto: (i) abide by any guidelines established by West Coast Agave; (ii) comply with all laws, rules and regulations, including but not limited to, safety, labeling, testing, warning, import/export, and/or other consumer protection law requirements; (iii) do not infringe upon the intellectual property, publicity or other rights of others; (iv) do not contain false, inaccurate or misleading information; (iv) are allowed to be sold from the ProducerProducer’s jurisdiction and/or into your jurisdiction; and/or (v) are allowed to be sold by you from your jurisdiction into your customer’s jurisdiction. You agree to conduct the necessary due diligence for compliance and suitability of ProducerProducers and their products. You hereby release West Coast AGAVE from any liability with respect thereto, and agree to indemnify, defend and hold West Coast AGAVE harmless for any claims as set forth in the Indemnification section below.

Orders

  • Prohibition on Fulfillment Using Third Party Websites. You agree to not fulfill orders on third party websites, including Amazon, eBay, Facebook, Instagram, Etsy, Poshmark or any other online marketplace for items purchased through WCA.
  • Order Minimums. ProducerProducers may specify a minimum dollar amount a Retailer must spend before a Producer is willing to sell to a Retailer (an “Order Minimum”). This amount is set by each Producer and may vary between Producers. Producers have the option to set a different Order Minimum for first orders and reorders you place with them.
  • Right to Refuse. You acknowledge and agree that Producers and/or West Coast AGAVE may refuse to complete your purchase for any reason.
  • Testers and Samples. Producers may sell testers. You may add only one tester per product SKU to any full order. Some complimentary samples made available by request and very by a Producer. Please note that in the event you purchase testers, they are non-returnable and non-refundable.
  • No Circumvention. You acknowledge and agree that you will place all orders for a Producer through West Coast AGAVE for any product that you are first introduced to through West Coast AGAVE Services. You acknowledge and agree that you will not influence Producers, or otherwise circumvent West Coast AGAVE process or the Services, by transacting orders with Producers you were introduced to through our service.
  • Shipping Address and Drop Shipping. You agree to provide a valid, physical address to receive the product that you order through West Coast AGAVE.
  • Taxes. You acknowledge and agree that you are solely responsible for the collection and remittance of any taxes, including sales taxes, as well as any other payments or filings required under applicable law. You hereby release West Coast AGAVE with respect thereto, and agree to indemnify, defend and hold West Coast AGAVE harmless against any and all such taxes, contributions, penalties and/or interest.

Payment

Payment Methods. To make a purchase, you must link an approved payment method (such as a credit or debit card, but excluding pre-paid cards) with your Retailer Account. Approved payment methods may vary. By submitting payment details in conjunction with registering for a Retailer Account and/or purchasing goods, you agree to pay for the goods purchased, and any applicable taxes and other fees that may accrue, and you authorize West Coast AGAVE and/or its affiliates to charge the payment method with the information you have supplied to West Coast AGAVE, and/or to credit that payment method to make any adjustments if necessary. West Coast AGAVE reserves the right to correct any errors in pricing. We will charge your default payment method on file in your Retailer Account. If it fails, we reserve the right to charge any other payment method you have included in your Retailer Account.Payment Processors. West Coast AGAVE uses third-party service providers for credit card payment processing, fraud alerts, payment processing and disbursement of funds to our Producers. You acknowledge and agree that West Coast AGAVE may share information about you with those payment processors in order to complete the transaction.

Payment Accounts. West Coast AGAVE offers two types of payment accounts depending on the type of Retailer business (as described below): (1) Net 30 Terms Account (“Terms Account”); and (2)

Payment on Delivery Account.

Terms Account. West Coast AGAVE offers certain Retailers the option to purchase products with a Terms Account. To be eligible for a Terms Account, you must be approved by West Coast AGAVE. Your account may be reviewed for terms once your first order is placed and delivered. If you are eligible for a Terms Account, then West Cost AGAVE will invoice your account with a due 30 days after the order is placed. However, you have the option to pay your invoices sooner by sending us check or logging onto your Retailer Account on e-bill and paying any outstanding invoices. West Coast AGAVE reserves the right to have spending limits under this type of account. Any purchases made over the credit limit must be paid upon delivery. You agree that you will not create multiple accounts in an attempt to circumvent spending limits. • Payment on Delivery Account. If you are not eligible for a Terms Account, you must make payment when the product is delivered or before it is shipped by West Coast AGAVE. Your method of payment will automatically be charged once the order is in transit.

Failure to Make Payment & Payment Plan Program. You acknowledge and agree that if you fail to make timely payment for any goods you ordered through the Services, West Coast AGAVE may, at its option and without notice to you, add 3.2% overdue fee for every 30 days pass the payment due date, demand immediate payment of all outstanding invoices, cancel or suspend orders, suspend or revoke your line of credit, offset monies that may be owed to you, asset late payment penalties at the highest rate allowed by law and/or temporarily suspend or permanently terminate your Retailer Account. West Coast AGAVE reserves the right to turn your account over to a collection agency or seek any other legal or equitable remedies available to collect any outstanding debt.

You acknowledge and agree that if any payment becomes 60 days
past due, and you have not otherwise opted into a payment plan program offered by West Coast AGAVE, West Coast AGAVE may at its option automatically enroll you into a 3 month payment plan, and you hereby agree to pay the total amount due in equal weekly installments over such 3 month period. WCA reserves the right to apply a fee off 3.2% for this service.

Shipping Costs and Lead Times

  • Shipping Costs Unless West Coast AGAVE has authorized free shipping, you are eligible for one complimentary delivery per month during a time period designated by West Coast Agave at its sole discretion. You are otherwise responsible for and agree to pay all shipping costs. Shipping costs will be set forth in your invoice. Shipping costs will vary depending on the weight of the package and where the package is being shipped from.
  • Lead Times. You acknowledge that lead times vary depending on the Producer. Average lead times are about two weeks. If any order takes longer than 2 weeks to ship, your invoice due date and return window (if applicable) are automatically extended by 2 weeks. You will receive a notice once the product has shipped, giving you a tracking number and letting you know the cost of shipping.

Returns, Refunds, Cancellations

  • Returns. West Coast AGAVE offers free exchange on qualifying orders of products that remain unsold after the date two months prior to the product’s expiration date as determined by the Producer. You agree to pay shipping costs on returned products that qualify for the foregoing free exchange. Such shipping costs are non refundable, and may only be waived by express written notice by West CoastAGAVE.
  • Refunds and cancellations. If you receive a product that is damaged, the shipment includes missing items or you do not receive the product by the expected ship date, you must report the issue within 14 days of receiving the product. You agree that if you do not timely report the issue, the product shall be deemed delivered and satisfactory. West Coast AGAVE reserves the right to accept or reject any such report filed by a Retailer in its sole reasonable discretion, including in the event West Coast AGAVE suspects any fraudulent activity. WCA’s decision whether to accept a report shall be final.

Product Content

Limited License. West Coast AGAVE displays various Content related to the products, including photographs, product descriptions, Producer stories and any other related content for sale on its Services. You are granted a limited, revocable license to use Content related to a product that you purchase on the Services on your own company’s website for the sole purpose of reselling that same product. Notwithstanding the foregoing, you agree that you will not use any such Content in any ad or media campaign, including postings, emails, ads or any other communication on Facebook, Instagram or Google, among others, without the express written consent from the owner of that Content.
You acknowledge and agree that you are merely a licensee of the Content and that you do not own, and will not claim any ownership rights in, the Content. You further acknowledge and agree that West Coast AGAVE is not responsible, nor shall West Coast AGAVE be held liable, for any Content, and West Coast AGAVE makes no representation or warranty that the Content does not infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain libelous or otherwise unlawful, abusive, harassing or obscene material, or result in the violation of any applicable law or regulation.

Disputes

For any disputes regarding an order or product from a Producer, please contact West Coast AGAVE directly to help resolve the issue. You agree that West Coast AGAVE has no duty or obligation to resolve any issue you have with a Producer, and you hereby release West Coast AGAVE from any and all liability relating to any dispute you have with a Producer.

Indemnity

You agree to defend, indemnify, and hold West Coast AGAVE, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Retailer Terms, the General Terms and/or any law or the rights of a third party relating to your use of or participation on the Services.

Termination

WCA reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event WCA terminates these Retailer Terms, your Retailer Account and/or the General Terms due to your breach, you will remain liable for all amounts due hereunder.
You may terminate your relationship with West Coast AGAVE at any time by contacting aga@westcoastagave.com or as otherwise indicated in your Retailer Account portal. West Coast AGAVE will close your Retailer Account once there has been an accounting of all monies due and owing