MEDIKONDA NUTRIENTS

B2B TERMS AND CONDITIONS OF SALE 

Effective Date: 08-01-2022

These Terms and Conditions of Sale (the “Terms”) apply to all sales of products and/or related services (collectively, “Products”) by Reveda LLC (“Seller,” “Reveda,” “we,” “us”) to the buyer (“Buyer,” “you”).

1. Application of Terms; Entire Agreement; Order of Precedence

1.1 Exclusive Terms. These Terms are the only terms governing any sale by Seller to Buyer, regardless of any conflicting or additional terms in Buyer’s purchase order, confirmation, vendor portal, or other documents. Any different or additional terms proposed by Buyer are rejected unless expressly agreed in a writing signed by Seller’s authorized representative.

1.2 Acceptance. Buyer’s submission of an order, issuance of a purchase order (“PO”), acceptance of delivery, or payment constitutes acceptance of these Terms.

1.3 Order of precedence. If there is a conflict, the order of precedence is: (i) Seller’s written order acknowledgment / confirmation; (ii) any signed written agreement between the parties; (iii) these Terms; (iv) Seller’s quote; (v) Buyer’s PO (only as to non-conflicting commercial details like quantities and ship-to).

1.4 Electronic communications. Emails, electronic signatures, EDI, and portal communications are considered “in writing” and may form part of the contract.

1.5 Updates. Seller may update these Terms by posting an updated version on its website or providing written notice. Updated Terms apply to orders accepted after the update.

2. Definitions

1. “Order” means Buyer’s PO and/or order placement and Seller’s acceptance by written confirmation, invoice, shipment, or other written acceptance.
2. “Specifications” means Seller’s published specifications and/or the Certificate of Analysis (“COA”) and any written, mutually agreed spec sheet referenced in Seller’s confirmation.
3. “Special Order” means any custom, made-to-order, private label, Buyer-specific packaging/labeling, Buyer-specific milling/mesh, Buyer-specific treatment, or non-stock procurement/import performed specifically for Buyer.

3. Quotations; Prices; Taxes; Resale Certificates

3.1 Quote validity. Quotes are valid for 14 days unless stated otherwise in writing.

3.2 Prices. Prices are in USD unless stated otherwise and apply only to the Products, quantities, and dates specified. Seller may adjust prices if Seller’s costs materially change (including raw materials, packaging, freight, insurance, fuel surcharges, duties, tariffs, port charges, brokerage, or compliance costs) or due to circumstances outside Seller’s reasonable control.

3.3 Taxes/duties/fees. Prices exclude all sales/use/VAT/GST/excise and similar taxes, and exclude import duties, tariffs, customs fees, broker fees, documentation fees, inspections, and governmental charges. Buyer is responsible for all such amounts unless Seller expressly agrees otherwise in writing.

3.4 Tax exemption. If Buyer claims tax exemption, Buyer must provide valid resale/exemption documentation before shipment. If documentation is not provided, Seller may charge applicable tax.

4. Orders; Purchase Orders as Final Benchmark; Changes

4.1 PO is the benchmark. Buyer’s PO (as accepted by Seller) is treated as the final order confirmation for Products, Specifications, packaging, labeling, quantities, pricing, ship-to details, and any special requirements. Buyer is responsible for ensuring the PO is complete and accurate.

4.2 Acceptance. Orders are binding only when accepted by Seller in writing (including invoice issuance, written acknowledgment, or shipment).

4.3 Changes. Any changes to an accepted Order (including quantities, packaging, labeling, ship date, or ship-to) require Seller’s prior written consent and may result in revised pricing, lead times, and fees.

4.4 Minimums/tolerances. For bulk/natural goods sold by weight, Buyer accepts normal industry tolerances, including ±5% weight/quantity variance unless otherwise agreed in writing.

5. Payment Terms; Credit; Late Fees; Collection

5.1 Default: prepayment. Unless Seller extends credit terms in writing, payment is due in full before shipment.

5.2 Credit terms. If credit is approved, Buyer must pay invoices in accordance with Seller’s stated terms. Seller may change, suspend, or revoke credit at any time based on payment history, risk, or reasonable insecurity.

5.3 No set-off. Buyer must pay invoices without set-off, deduction, or withholding, except where required by law.

5.4 Late charges. Overdue amounts accrue interest at 1.5% per month (18% APR) or the maximum allowed by law, whichever is lower.

5.5 Collection costs. Buyer must pay all reasonable costs of collection, including attorneys’ fees and court costs.

5.6 Suspension. If Buyer is overdue or Seller reasonably believes Buyer may not pay, Seller may suspend shipments, require prepayment, or cancel unshipped portions of any Order—without liability.

6. Shipping; Delivery; Risk of Loss; Title

6.1 Shipping terms. Unless stated otherwise in Seller’s written confirmation, delivery is FOB Seller’s facility (shipping point), and risk of loss passes to Buyer when Seller tenders Products to the carrier.

6.2 Freight arranged by Seller (if applicable). If Seller arranges freight as a convenience, Buyer remains responsible for risk of loss as in Section 6.1 unless Seller expressly agrees to different Incoterms in writing.

6.3 Delivery dates are estimates. Any delivery dates are estimates only; time is not of the essence. Seller is not liable for delays.

6.4 Title. Title transfers upon Seller’s receipt of full payment, unless otherwise required by applicable law.

6.5 Temperature/handling. Buyer is responsible for selecting appropriate freight, including temperature control, and for proper handling/storage upon receipt.

7. Inspection; Acceptance; Claims

7.1 Inspection. Buyer must inspect shipments promptly upon receipt.

7.2 Shortage/visible damage claims. Buyer must notify Seller in writing within 48 hours of delivery for shortages or visible damage, and must provide photos, delivery receipts, and carrier documentation.

7.3 Quality/nonconformance claims. Buyer must notify Seller in writing within 30 calendar days of delivery for alleged nonconformance and must include: (i) lot/batch number; (ii) storage/handling records; (iii) COA; and (iv) if applicable, third-party lab results referencing recognized methods and sample handling.

7.4 Deemed acceptance. Products are deemed accepted unless Buyer timely submits a written claim meeting these requirements.

7.5 Seller verification. Seller may require samples and will determine conformity by reviewing retained samples/records and/or testing using Seller’s methods. No claim is valid if Products were mishandled, contaminated, relabeled, repacked, blended, or further processed after delivery (except as expressly agreed).

8. Returns; No Returns Without Authorization

8.1 RMA required. No returns are accepted without Seller’s prior written Return Material Authorization (RMA).

8.2 Condition of returns. Authorized returns must be unopened, in original packaging, with intact lot codes, and shipped per Seller instructions.

8.3 Restocking/fees. Unless prohibited by law or unless the return is due to Seller-verified nonconformance, returns may be subject to a 15% restocking fee (minimum $200 on orders under $1,000) plus freight and handling.

8.4 Special Orders non-returnable. Special Orders are non-returnable except to the extent Seller confirms in writing that Products are nonconforming.

9. Cancellations

9.1 No cancellation without consent. Once Seller accepts an Order, it cannot be cancelled, reduced, or rescheduled without Seller’s prior written consent.

9.2 Cancellation charges (minimum). If Seller agrees to a cancellation, Buyer will pay the following minimum cancellation charges (plus any pass-through costs in Section 9.5):

1. Stage 1 — After acceptance: 30% of the total PO value.
2. Stage 2 — Production/procurement commenced or Special Order: 40% of the total PO value.
3. Stage 3 — Goods already imported into the USA / in U.S. custody (warehouse/3PL) / inbound to U.S.: 45% of the total PO value.

9.3 Non-stock / Buyer-specific goods. If Products are custom, private label, Buyer-branded, or otherwise Buyer-specific, Buyer acknowledges Seller may be unable to resell them and cancellation fees may be applied at the highest applicable stage.

9.4 Already shipped. If Products have shipped, cancellation is not permitted; any request becomes a return request governed by Section 8 (and may be denied).

9.5 Pass-through costs (always payable). In addition to the percentages above, Buyer must reimburse Seller for all non-recoverable costs incurred for the Order, including (without limitation): raw materials, packaging/labels, testing, labor, warehousing, demurrage, freight, brokerage, inspections, tariffs, customs duties, taxes, and any government charges.

9.6 Set-off not allowed. Cancellation charges are due immediately and are not subject to offset.

10. Product Information; COAs; Storage; Shelf Life

10.1 COA governs. COAs and Seller’s Specifications govern the Product at shipment.

10.2 Natural variation. Buyer acknowledges natural products may vary in color, aroma, taste, particle size, and other attributes within specification ranges.

10.3 Storage/handling responsibility. Buyer is responsible for proper storage, pest control, temperature/humidity, FIFO/FEFO handling, and preventing contamination.

11. Limited Warranty; Exclusive Remedies

11.1 Limited warranty. Seller warrants only that Products will conform to the Specifications at the time of shipment.

11.2 Exclusive remedy. If Seller confirms a valid nonconformance claim, Seller will, at its option: (i) replace the nonconforming Products; (ii) repair (if applicable); or (iii) issue a credit/refund up to the invoice price for the nonconforming Products. This is Buyer’s exclusive remedy.

11.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12. Buyer Responsibilities; Compliance; Claims and Labeling

12.1 Compliance. Buyer is solely responsible for Buyer’s intended use, processing, repacking, labeling, marketing, and resale of Products, and for compliance with all applicable laws, regulations, and standards (including FDA/USDA/FTC/state laws where applicable).

12.2 No prohibited claims. Buyer will not make unlawful, unapproved, or misleading product/health claims, and will not represent Products as intended to diagnose, treat, cure, or prevent disease unless legally permitted and properly substantiated.

12.3 Restricted uses. Buyer will not use or resell Products for any unlawful purpose. Where Products have restricted, regulated, or limited permitted uses, Buyer is responsible for verifying legality and obtaining any required permits/registrations.

13. Indemnification

13.1 By Buyer. Buyer will defend, indemnify, and hold harmless Seller and its officers, members, employees, and agents from any claims, damages, penalties, losses, and expenses (including attorneys’ fees) arising out of: (i) Buyer’s handling, storage, processing, repacking, labeling, marketing, resale, or use of Products; (ii) Buyer’s breach of these Terms; or (iii) Buyer’s violation of law.

13.2 By Seller (limited). Seller will indemnify Buyer only to the extent a third-party claim arises directly from Seller’s proven breach of the limited warranty in Section 11, and only up to the liability cap in Section 14.

14. Limitation of Liability

14.1 No consequential damages. IN NO EVENT WILL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, OR REPROCUREMENT COSTS), EVEN IF ADVISED OF THE POSSIBILITY.

14.2 Liability cap. SELLER’S TOTAL LIABILITY FOR ANY CLAIM WILL NOT EXCEED THE INVOICE PRICE PAID FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

15. Force Majeure

Neither party is liable for failure or delay caused by events beyond reasonable control, including acts of God, pandemic, labor disputes, supply disruptions, transportation failures, port delays, government actions, customs holds, inspections, shortages, or utility failures. Seller may allocate inventory fairly among customers and may cancel affected portions of Orders without liability (except to refund amounts paid for undelivered Products, if applicable).

16. Suspension; Termination; Insolvency

Seller may suspend or terminate Orders if Buyer fails to pay, becomes insolvent, makes an assignment for creditors, enters bankruptcy, or if Seller has reasonable insecurity and Buyer fails to provide adequate assurance within a reasonable time.

17. Security Interest (Optional but strong for B2B)

As security for payment, Buyer grants Seller a purchase money security interest in the Products and proceeds until paid in full. Buyer will sign any documents Seller reasonably requests to perfect this interest.

18. Intellectual Property; Confidentiality (as applicable)

18.1 Seller retains all rights in Seller trademarks, specs, COAs, and materials.
18.2 Any Buyer-specific formulation/development work (if any) must be governed by a separate written agreement.
18.3 Confidential information disclosed by either party must be protected and used only to perform Orders.

19. Notices

Notices must be in writing and delivered by email, courier, or certified mail to the addresses stated on Seller’s invoice/confirmation (or as later updated in writing). Email notice is effective when sent (absent bounce-back).

20. Assignment

Buyer may not assign rights or obligations without Seller’s written consent. Seller may assign to an affiliate or successor.

21. Governing Law; Venue; Jury Trial Waiver

21.1 Governing law. These Terms are governed by the laws of the State of, without regard to conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

21.2 Venue. Any dispute must be brought exclusively in the state or federal courts located in, and each party consents to jurisdiction and venue there.

21.3 Jury trial waiver (optional). To the fullest extent permitted by law, the parties waive the right to a jury trial.

22. Severability; Waiver

If any provision is unenforceable, the remainder remains effective. Failure to enforce a provision is not a waiver.

23. Amendments; Entire Agreement

These Terms plus Seller’s written confirmation/invoice constitute the entire agreement for the sale. Any amendment must be in a writing signed by Seller’s authorized representative.