Wholesaler Terms & Conditions
Last Updated: January 28, 2023
PLEASE READ THE FOLLOWING WHOLESALER TERMS AND CONDITIONS OF USE (THE “TERMS”) CAREFULLY BEFORE USING THIS WEBSITE. All users of this website (the “Website”) operated by Prolids LLC (“Prolids”, “us”, “we”, or “our”) agree that access to and use of this site are subject to the following terms and conditions and other applicable law. If you do not agree to these terms and conditions, please do not use this site. These Terms apply to all visitors, users and others who wish to access or use the Website. By accessing or using the Website you agree to be bound by these Terms, and affirm that you are of legal age to enter into such agreement. If you disagree with any part of the terms then you do not have permission to access the Website. These Terms are effective as of the “Last updated” date set forth above. Your continued use of this Website will constitute your acceptance of and agreement to any changes made prior to the “Last updated” date set forth above.
Incorporation of Additional Terms: All provisions of the Prolids “Terms and Conditions” are hereby incorporated by reference into these Terms as if set forth in full herein. In order to act as a Wholesale Dealer (“Dealer”) of Prolids Products, you must execute a “Prolids Retailer and Dealer Agreement”, the terms of which are hereby incorporated by reference as if set forth fully herein. To the extent any provisions of the “Prolids Retailer and Dealer Agreement” conflict with any term set forth herein, the terms of that Agreement shall govern.
Copyright: The entire content included in this site, including but not limited to text, graphics or code is copyrighted as a collective work under the United States and other copyright laws, and is the property of Prolids. The collective work includes works that are licensed to Prolids. Copyright 2023, Prolids ALL RIGHTS RESERVED. Permission is granted to electronically copy and print hard copy portions of this site for the sole purpose of placing an order with Prolids or purchasing Prolids products. You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download or print portions of the material from the different areas of the site solely for your own non-commercial use, or to place an order with Prolids) or to purchase Prolids products. Any other use, including but not limited to the reproduction, distribution, display or transmission of the content of this site is strictly prohibited, unless authorized by Prolids. You further agree not to change or delete any proprietary notices from materials downloaded from the site.
Trademarks: All trademarks, service marks and trade names of Prolids used in the site are trademarks or registered trademarks of Prolids.
Intellectual Property: Prolids is, and will remain, the sole and exclusive owner of all intellectual property rights in and to each product made available on this Website and any related specifications, instructions, documentation or other materials, including without limitation all related copyrights, patents, trademarks and other intellectual property rights, subject only to the rights granted expressly by these Terms. You do not and will not have or acquire any ownership of these intellectual property rights in or to the products made available through this Website, or of any intellectual property rights relating to those products.
Warranty Disclaimer: This site and the materials and products on this site are provided “AS IS” and without warranties of any kind, whether express or implied. To the fullest extent permissible pursuant to applicable law, Prolids disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. Prolids does not represent or warrant that the functions contained in the site will be uninterrupted or error-free, that the defects will be corrected, or that this site or the server that makes the site available are free of viruses or other harmful components. Prolids does not make any warrantees or representations regarding the use of the materials in this site in terms of their correctness, accuracy, adequacy, usefulness, timeliness, reliability or otherwise. Some states do not permit limitations or exclusions on warranties, so the above limitations may not apply to you.
Limitation of Liability: Prolids shall not be liable for any special or consequential damages that result from the use of, or the inability to use, the materials on this site or the performance of the products, even if Prolids has been advised of the possibility of such damages. Applicable law may not allow the limitation of exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you.
Typographical Errors: In the event that a Prolids product is mistakenly listed at an incorrect price, Prolids reserves the right to refuse or cancel any orders placed for product listed at the incorrect price. Prolids reserves the right to refuse or cancel any such orders whether or not the order has been confirmed and your credit card charged. If your credit card has already been charged for the purchase and your order is cancelled, Prolids shall issue a credit to your credit card account in the amount of the incorrect price.
Term; Termination: These terms and conditions are applicable to you upon your accessing the site and/or completing the registration or shopping process. These terms and conditions, or any part of them, may be terminated by Prolids without notice at any time, for any reason. The provisions relating to Copyrights, Trademark, Disclaimer, Limitation of Liability, Indemnification and Miscellaneous, shall survive any termination.
Notice: Prolids may deliver notice to you by means of e-mail, a general notice on the site, or by other reliable method to the address you have provided to Prolids.
Miscellaneous: Your use of this site shall be governed in all respects by the laws of the state of Oklahoma, without regard to choice of law provisions, and not by the 1980 U.N. Convention on contracts for the international sale of goods. You agree that jurisdiction over and venue in any legal proceeding directly or indirectly arising out of or relating to this site (including but not limited to the purchase of Prolids products) shall be in the state or federal courts located in Tulsa County, Oklahoma. Any cause of action or claim you may have with respect to the site (including but not limited to the purchase of Prolids products) must be commenced within one (1) year after the claim or cause of action arises. Prolids’s failure to insist upon or enforce strict performance of any provision of these terms and conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any of these terms and conditions. Prolids may assign its rights and duties under this Agreement to any party at any time without notice to you. You may not assign, delegate or otherwise transfer any right or obligation under these Terms whether by agreement, operation of law, or otherwise, without the express prior written consent of Prolids.
Use of Site: Harassment in any manner or form on the site, including via e-mail, chat, or by use of obscene or abusive language, is strictly forbidden. Impersonation of others, including a Prolids or other licensed employee, host, or representative, as well as other members or visitors on the site is prohibited. You may not upload to, distribute, or otherwise publish through the site any content which is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable which may constitute or encourage a criminal offense, violate the rights of any party or which may otherwise give rise to liability or violate any law. You may not upload commercial content on the site or use the site to solicit others to join or become members of any other commercial online service or other organization.
Participation Disclaimer: Prolids does not and cannot review all communications and materials posted to or created by users accessing the site, and is not in any manner responsible for the content of these communications and materials. You acknowledge that by providing you with the ability to view and distribute user-generated content on the site, Prolids is merely acting as a passive conduit for such distribution and is not undertaking any obligation or liability relating to any contents or activities on the site. However, Prolids reserves the right to block or remove communications or materials that it determines to be (a) abusive, defamatory, or obscene, (b) fraudulent, deceptive, or misleading, (c) in violation of a copyright, trademark or; other intellectual property right of another or (d) offensive or otherwise unacceptable to Prolids in its sole discretion.
Indemnification: You agree to indemnify, defend, and hold harmless Prolids, its officers, directors, employees, agents, licensors and suppliers (collectively the “Service Providers”) from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation of these terms and conditions or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the site using your Internet account.
Third-Party Links: In an attempt to provide increased value to our visitors, Prolids may link to sites operated by third parties. However, even if the third party is affiliated with Prolids, Prolids has no control over these linked sites, all of which have separate privacy and data collection practices, independent of Prolids. These linked sites are only for your convenience and therefore you access them at your own risk. Nonetheless, Prolids seeks to protect the integrity of its website and the links placed upon it and therefore requests any feedback on not only its own site, but for sites it links to as well (including if a specific link does not work).
Minimum Advertised Pricing: Manufacture Advertise Pricing agreement – All advertising and sales pricing (including but not limited to website, internet, fliers, print ads, handbills, catalogs and any other place where Prolids’s Product prices are listed in print or electronically) for the Products must meet Prolids’s minimum advertised pricing (“MAP”) requirements which, for each Product, are set forth on Prolids’s Pricing Ledger. Prolids will provide the Pricing Ledger upon request, and shall provide updates to reflect any price changes. In addition, you shall not offer for sale or sell any of the Products for less than the price that such Products are offered for sale to the general public on this Website. Notwithstanding the foregoing, if you have a physical retail location, store-wide sales where the discount is applied at check out for the entire sale shall be allowed, so long as the product remains priced at MAP on the in-store shelf or display. Any violation will result in a breach of agreement and result in forfeiting dealership privileges.
Products/Changes: Prolids reserves the right to discontinue or modify the Products, modify the Product specifications, change the MAP for Products and/or replace Products with other Prolids Products in its sole and absolute discretion at any time and without advance notice to you.
Shipping: All Products shall be shipped to you via UPS Ground, or such other common carrier as Prolids shall reasonably designate, unless otherwise agreed to in writing by an authorized representative of Prolids. Not later than 10 days after receipt of Products so shipped by Prolids, you shall inspect the Products and, within such period, provide written notice to Prolids of any Products damaged due to shipping or manufacturing defects in packaging. Pictures of the damaged crate/box must accompany your damage report along with pictures of the damaged Products themselves. If you do not provide written notice to Prolids of any damaged or defective Products within the ten day period, you irrevocably will be deemed to have accepted the Products as delivered and shall not thereafter be entitled to claim that any such Products were defective or damaged. Damaged Products must be destroyed or returned to Prolids, at Prolids’s direction, and may not be sold or given away. Upon approval of the submitted damage report, at Prolids’s discretion, Prolids will ship replacement Product(s) for those which were deemed damaged or defective, or issue store credit on your account for use on later purchase of Product(s).
Penalty for Late Payment: Any account that is unpaid on the date it that payment becomes due shall accrue late payment penalties at the rate of 0.5% per day until payment is received, or until 30 days have passed from the date on which payment was due, at which point the matter shall be sent to a third party for collections.
Product Pictures: Each dealer is responsible for maintaining updated product pictures. Product pictures can be pulled directly from the wholesale site.
Online Sales: You are able to sell online through their personal business website, which MUST match the invoice business name. You shall only sell the Products directly to end-users, and shall not discount or sell the Products to any person or entity, including wholesalers or fulfillers, whom you know or reasonably should know intends to re-sell the Products to others. You shall not appoint or use any third parties to market, sell or distribute the Products unless Prolids has provided advance, written approval for the sale by you to such third parties or sub-distributors, which approval may be withheld in Prolids’s sole and absolute discretion. You shall be prohibited from using e-commerce product clearinghouse fulfillment services (including without limitation Amazon, eBay, Rakuten, Walmart, Etsy and any other similar business or entity) for the sale of the Products. Any violation will result in a breach of agreement and result in forfeiting dealership privileges.
Force Majeure: We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, order or instruction, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, pandemic, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
No Waiver: The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Prolids.
No Third-Party Beneficiaries: These Terms do not, and are not intended to, confer any rights or remedies upon any person other than you.
Contact: If you have any questions about these Terms, please contact us [email protected]