Breeder’s Choice Pet Foods, LLC Terms of Sale
Effective: April 21, 2021
These terms set out the basis upon which Breeder’s Choice Pet Foods, LLC (“Breeder’s Choice”) sells goods through Wholesale, Retail Distribution, and our Website (these “Terms”).
In these Terms, the terms “we”, “us”, “our” and “Breeder’s Choice” refer to Breeder’s Choice Pet Foods, LLC, our affiliates, subsidiaries, assigns, successors, licensors, licensees, and/or agents, and “you” refers to you.
If anything is unclear to you or you wish to discuss these Terms or anything you buy through our Wholesale, Retail Distribution, or Website, please see How to Contact Us below. We will normally contact you using the e-mail address you provide in your order (your “E-mail Address”), but we may need to call or send an SMS to the telephone number you have provided about your order including where there are problems with payment or delivery. By placing an order and providing us your phone number and/or email, you are consenting to communications from us about your order using those methods, except where prohibited by applicable law.
You can print a copy of these Terms if needed.
- Our sales contract
1.1 These Terms govern sales of goods by Breeder’s Choice Pet Foods, LLC through our Website, e-mail, or EDI transmission. By placing an order to buy goods from us you accept and agree to comply with these Terms without reservation. Please read them carefully.
1.2 In order to buy wholesale goods you must be an authorized distributor, retailer, or agent, at least 18 years of age, and have accepted our Terms and other applicable terms. The term “consumers” includes veterinary health care personnel and shelter staffs in those instances where the Website displaying these Terms is expressly designed for those groups.
1.3 Sales from our Wholesale and Retail Distribution are for commercial resale or other business purposes and we may cancel orders or limit volumes of products sold to each buyer accordingly.
1.4 When you place an order, we will confirm receipt of your order by sending an acknowledgment to your EDI provider or designated E-mail Address. Please note that this is only an acknowledgment that we received your order and not an acceptance of your order. We reserve the right at any time after receipt of your order to accept or decline your order.
1.5 Our acceptance of the order takes place when the goods are shipped to you. Some products may require authorization as a condition of purchase. Our acceptance of any order requiring an authorization is contingent upon our receipt of such authorization. We will send a confirmation to your EDI service or E-mail Address confirming that the goods have been shipped (“Order Confirmation”). At this point a contract, containing these Terms, comes into existence and is binding on you and us (the “Contract”). We recommend that you print or download a copy of these Terms and the relevant Order Confirmation for future reference.
1.6 If we do not accept your order for any reason, we will send a message to your EDI or E-mail Address. Your order will be canceled, any payment refunded and there will be no Contract.
- Order details and changes
2.1 The descriptions, prices, availability, and other details of our goods will be as set out on our Customer Agreement at the time you place your order subject always to the following provisions set out below.
2.2 All prices are in United States Dollars, exclusive of sales tax. Our shipping, handling, and processing charges are payable in accordance with the Payment Terms defined in your individual contract. The total price specified in the Sales Order and Invoice. This price will be recorded in the Order Confirmation, which we recommend you print or download for future reference.
2.3 We try to ensure that the descriptions, prices, availability, and other details of our goods published on the Website are as accurate and up-to-date as possible, but our Website is a dynamic environment and sometimes inaccuracies and errors may occur. Although we make reasonable attempts to have items in stock, occasionally items may be temporarily out of stock. If any item in your order is out of stock and we are unable to ship it to you within our normal order processing timelines, we will notify you of the delay and your options to cancel the order and receive a refund, if those options are available, by following the directions specified in the notice.
2.4 We may change the prices and other sales details, including these Terms, at any time and we may give prior notice to you but do not have to do so. We will not, however, apply the new prices, details, or Terms to orders which we have already accepted under a Contract. In the event a product is listed at an incorrect price, we reserve the right to refuse or cancel any orders placed for the product listed at the incorrect price, and to cancel any Contract that includes a mistake.
2.5 Please note that any images on our Website are for general illustration purposes only and may vary from the actual goods. All features, content, specifications, sizes, and prices of products and services described or depicted on the Website are subject to change at any time without notice. Packaging may vary from that shown. In addition to online details do please read the labels and other instructions provided with the goods carefully before use.
2.6 You promise that you will provide all details in connection with your order accurately and honestly. If you do not do so we may be unable to accept your order or be delayed in delivering your goods or need to cancel a Contract. We are not responsible for any shipping or fulfillment errors that result from your failure to provide accurate information. You may have legal liability to us, and we may contact law enforcement or other appropriate third-party agencies if you act fraudulently or dishonestly.
- Payment details
3.1 You promise that any credit, ACH, wire, or other payment facilities you use belong to you and that there are sufficient funds or credit facilities to cover the price of the goods you order. You agree to be responsible for all charges incurred by you or through any account you establish, including all applicable taxes, shipping and handling, and processing charges, if any, associated with purchases.
3.2 We require all payments to be made through the payment options made available to you through your contract. These options may include a valid credit, check, ACH, wire transfer, or any other payment methods. By placing an order through the Website, you authorize us and our representatives to process your payment for the amount stated, including taking all actions necessary to collect payment, and represent to us that you are authorized to use the form of payment that you provide. Some forms of payment require authorization and/or involve multiple steps including customer authentication. We, and our third-party payment processor, if any, reserve the right to carry out reasonable checks and obtain appropriate validation of your order details including with third party agencies.
3.3 If the payment process is not completed fully or we, or our third-party payment processor, if any, have concerns regarding any aspect of your order we may suspend or cancel your order or cancel a Contract.
- Title and Risk of Loss
4.1 Risk of loss and title to the goods purchased from us will pass to you when you (or your hired carrier or warehouse) take physical possession of the goods, except as otherwise agreed by you and us in writing, provided that your payment has been authorized and cleared. In any event, once the goods are delivered to the shipping address you provide for the Contract, they will become your responsibility and we no longer have any responsibility for taking care of the goods from that point.
5.1 We will deliver your goods to the address you give us for delivery at the time you make your order. We will always try to deliver your goods within our estimated delivery times if any, but actual delivery times are outside of our control. Any dates we give you for delivery are approximate only. Please treat them as such. We cannot be responsible for any loss or disappointment caused by delays.
5.2 We normally deliver all items in a multiple product order together, but we may split your order into separate deliveries or combine orders to be delivered to the same address if that allows us to deal with your order more efficiently and effectively. If we dispatch your goods separately, we may send you a confirmation, and there may be a separate Contract for each delivery.
5.3 Your order will be shipped after your payment has been approved and all other necessary verifications have been completed. Orders are typically shipped on the business day following completion of credit approval and all other verifications.
5.4 If, after failed delivery of the goods to your specified delivery address, you and we are unable to rearrange delivery (or arrange for you to collect the goods from another location), after we have made reasonable efforts to do so, then we may cancel your Contract, with any payment refunded, and we shall be entitled to reclaim the goods.
5.5 Without prejudice to your rights under Cancellation below, if your cleared payment is not received (or is reversed) but you have received the goods, you must pay for them or return them in accordance with our reasonable instructions, without damage and at your own expense. If you do not do this, we may collect or arrange for collection and we may charge you for costs and damage.
5.6 Unless you and we specifically agree otherwise, the delivery deadline for the goods is not an essential term of the Contract.
5.7 In most cases orders will only be shipped to valid United States mailing addresses within the 48 continental states and the District of Columbia, so we do not accept orders from anywhere else. Orders cannot be shipped to P.O. boxes. Some products may not be available in some locations.
- Cancellation and Returns
6.1 Except for customized orders, you may cancel any order free of charge and without giving us any reason, provided it can be canceled before being shipped. If you wish to cancel your order, please contact us as provided in the section titled How to Contact Us below. Our consumer service agents will request a cancellation of your order at our warehouse. If successful, they will send you an email and the cancellation will be free of charge. If cancellation is not possible, the good(s) will be delivered to you and may be returned in accordance with the procedure set out below.
6.2 Customized orders cannot be canceled because we start customizing products after receiving the order. You are however entitled to return your order in accordance with the return procedures and conditions below.
6.3 Under these Terms, you are only entitled to return goods delivered to you in the event that they are defective or otherwise not in conformity with your order when you received them. This does not affect your statutory rights to return the goods if any. For practical information on how to return, contact us as provided in the section titled How to Contact Us below.
6.4 If we verify that an item you received was defective or otherwise not in conformity with your order when you received it, you will either receive a refund, a replacement item, or a credit.
- Subscription Program Terms & Conditions (Consumer, “B2C”)
7.1 We may offer or require purchase of some goods for sale through an auto-replenishment delivery program (“Subscription Program”). The terms in this Section supplement these Terms solely with respect to goods ordered on our Website for auto-replenishment delivery. Subscription Program subscriptions are void where prohibited and where applicable law conflicts with these Terms.
7.2 The term of your subscription is continuous but may be subject to verification steps with each order. When starting a Subscription Program, you agree to be billed in a recurring fashion on a per-order basis until your subscription is canceled.
7.3 Your Subscription Program will automatically create a new order according to the applicable delivery schedule until canceled.
7.4 You may cancel your Subscription Program at any time offering the Subscription Program or by contacting us as provided in the section titled How to Contact Us below. If canceling, please contact us at least 72 hours before the date you are scheduled to be charged next. If you contact us less than 72 hours before the next charge is scheduled, you may be charged for the item.
7.5 We may, in our sole discretion, terminate your subscriptions at any time without notice. If we do so, you will only be charged for orders that have been shipped to you.
7.6 There is no commitment once you subscribe. In advance of each delivery, we will send you a reminder email showing the items, price, and any applicable discount for your upcoming delivery.
7.7 If there’s a current discount for the item, it can be found on the product detail page when you sign up. We may change this discount amount at any time. You will receive the discount, if any, in effect at the time we process your order. The new discount, if any, will apply to future orders.
7.8 We reserve the right to change the Subscription Program benefits, including any discount amounts and eligibility used to determine discount amounts, at any time at our sole discretion. All changes will apply to future orders, including for current subscriptions.
7.9 Some of the offer details may change as you receive deliveries over time (for example, price, taxes, availability, and shipping charges).
7.10 Subscription Program benefits are limited to items displaying a Subscription Program offer message. Your participation in the Subscription Program is personal to you, and you may not assign or transfer your Subscription or any of the benefits to any third party without our authorization.
7.11 Subscription Program discounts and any Subscription Program limited time special subscription promotions in effect apply only to eligible items displaying the offer message on the Subscription Program item information pages, and then only if you choose to participate in the Subscription Program. Special limited-time subscription promotions only apply during their effective dates.
7.12 The price of the item may decrease or increase from delivery to delivery, depending on the price of the item at the time we process your order. Individual product prices can go up or down over time. If the price of your subscribed product changes, the new price will be displayed in your order review email and will be applied only on future shipments. You can review your subscription price and edit or cancel your subscription at any time.
7.13 The charge for each Subscription Program item shipment will be billed to the payment method used to create your subscription or as otherwise directed by you. If we are unable to complete your Subscription Program order with the payment method you used to create your subscription, you authorize us to update your subscription with another payment method in your account and to charge the payment method for your Subscription Program order.
7.14 If you cancel your subscription and then reactivate it, the discount applied to any Subscription Program item may not be the same discount in effect at the time of cancellation. If the Subscription Program discount percentage for such Subscription Program item changes, the new discount will be applied to your future shipments of that item.
7.15 YOUR CONTINUED USE OF A SUBSCRIPTION PROGRAM AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES, YOU MUST CANCEL YOUR SUBSCRIPTIONS.
- Warranty and liability
8.1 THE GOODS MADE AVAILABLE TO YOU ON THIS WEBSITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS UNLESS OTHERWISE SPECIFIED IN WRITING. WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE GOODS MADE AVAILABLE TO YOU THROUGH THE WEBSITE UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE GOODS ON THIS WEBSITE IS AT YOUR SOLE RISK.
8.2 TO THE FULL EXTENT PERMISSIBLE BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. TO THE FULL EXTENT PERMISSIBLE BY LAW, WE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, GREATER IN AMOUNT THAN THE PURCHASE PRICE OF THE GOODS IN RESPECT OF WHICH DAMAGES ARE CLAIMED, ARISING FROM OR RELATED TO THE PURCHASE OR USE OF ANY GOODS MADE AVAILABLE TO YOU THROUGH THIS WEBSITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES UNLESS OTHERWISE SPECIFIED IN WRITING.
8.3 As we only sell to consumers we shall not, in any event, be liable to you or anyone else in relation to our Contracts or sales of goods through our Website for business-related loss, damage, or costs such as lost data, lost profits, or business interruption.
8.4 We shall have no liability for loss, damage, or costs in relation to our Contracts or sales of goods through our Website attributed to (a) your own fault or mistake; (b) a third party unconnected with our own performance; or (c) any other events which are outside our or our suppliers’ control even if we or they have taken reasonable care.
8.5 We do not however limit or exclude warranties or our liability to you or anyone else in relation to our Contracts or sales of goods through our Website where, or to the extent, such limitation or exclusion is prohibited by law or conflicts with any warranty or guaranty expressly given to consumers in writing on the packaging of an item.
9.1 If you breach any of these Terms and we do not take any action against you, we may still take action against you later or if you breach the same Term on another occasion or if you breach a different Term.
9.2 If any provision of these Terms (for any reason) is held to be unenforceable, illegal, or invalid in some way, the unenforceable, illegal or invalid provision will not affect the remainder of these Terms and they will continue in full force and effect.
9.3 We intend to rely upon the written terms set out in these Terms (as may be amended in accordance with 2.4 above) as the entire understanding between us relating to any Contract. If you and we agree any other changes, those changes will only be effective between you and us if they are confirmed in writing. That way we can avoid any problems surrounding what we or you are expected to do in relation to your order.
9.4 Only you or Breeder’s Choice Pet Foods, LLC have the right to enforce any provision under these Terms.
9.5 We may transfer our rights and obligations under these Terms to another organization, and we will always notify you in writing if this transfer materially changes a Contract, but this will not affect your rights or our obligations under these Terms. We will wherever possible provide you with prior notice of this.
9.6 These Terms and the sale of the goods are governed by Missouri law, excluding any conflicts of law principles that would require the application of the law of any other jurisdiction.
9.7 You and Breeder’s Choice Pet Foods, LLC agree that all disputes arising from or related to any transaction subject to these Terms & Conditions shall be brought by the parties in the state or federal courts located within the county of Los Angeles, California, which shall be the exclusive venue of any such action or proceeding. Each party waives any objection (including but not limited to inconvenient forum) which such party may now or hereafter have to the laying of venue of any such action or proceeding, and irrevocably consents and submits to the jurisdiction of such court (and the appropriate appellate courts) in any such action or proceeding. All disputes shall be decided under, and governed by, the laws of the State of California without giving effect to choose of laws principles.