Terms & Conditions
This Customer Agreement is by and between you and Bella Bean Organics, Inc. (“Bella Bean Organics”), and sets forth the terms and conditions pursuant to which Bella Bean Organics will provide you the Services (as defined below) (this “Agreement”). In order to use the Services, you must accept all of the terms and conditions set forth herein by selecting the “ACCEPT” button when you subscribe online. If you do not accept all of these terms and conditions, you will not be permitted to use the Services. Despite your acceptance of this Agreement, Bella Bean Organics reserves the right to refuse, discontinue or terminate its provision of the Services to you for any reason.
1. Services. Subject to your compliance with the terms and conditions set forth herein, and in any guidelines, rules, policies or procedures (collectively, the “Policies”), Bella Bean Organics may establish and post from time to time on www.bellabeanorganics.com (the “Site”), Bella Bean Organics will use commercially reasonable efforts to deliver to you the produce and specialty foods (the “Products”) you ordered on the page on the Site to which this Agreement is linked, in accordance with the terms and conditions set forth herein and in the Policies (the “Services”). You hereby acknowledge and understand that Bella Bean Organics does not grow, manufacture, produce, bake, cook, process, prepare, treat, package or label any of the Products, and that the Services comprise only of delivery of the Products. Accordingly, you hereby agree that you purchase the Products entirely at your own risk and that Bella Bean Organics will not be responsible or held liable for any damages, losses or liabilities associated therewith. No variation or amendment to, or waiver of, this Agreement shall be binding upon Bella Bean Organics unless agreed in a writing executed by an authorized representative of Bella Bean Organics.
2. Orders. You are solely responsible for ensuring the accuracy of the identity and quantity of any Products ordered on the Site. Bella Bean Organics reserves the right to make any changes to any such order based on availability, health and safety considerations, compliance with applicable law or any other reason Bella Bean Organics determines in its sole discretion. In the event of such a change, Bella Bean Organics will use commercially reasonable efforts to provide you with reasonable advance notice thereof, and will use commercially reasonable efforts to provide you with Product substantially similar to the Product ordered by you to which such change applies, or with a store credit of amounts paid for such Product. Except as otherwise set forth in the Policies, no order which has been placed by you and accepted by Bella Bean Organics may be cancelled or modified by you.
3. Pricing and Terms of Payment. The prices of the Products shall be the prices listed on the Site on the date you place your order for such Products. The prices are exclusive of all applicable federal, state and local taxes, for which you shall be responsible for paying in addition to such prices. Except as otherwise set forth herein, all payments are non-refundable. In order to ensure prompt payment for the Services, you are required to provide Bella Bean Organics with a valid credit card number associated with a credit card held in your name, for which you are the rightful owner. Bella Bean Organics will use and protect such information in accordance with its Policies. Such credit card will be charged upon the placement of your order. You represent, warrant and covenant to Bella Bean Organics that all information provided by you to Bella Bean Organics, including, without limitation, all credit card information, will be truthful and accurate in all material respects. Any payment not received by Bella Bean Organics for any reason, including, without limitation, due to an invalid or expired credit card will accrue interest at the rate of 1.5% (or the maximum rate permitted by law) of the amount then due, for each month overdue. For amounts outstanding after sixty (60) days, you shall be responsible for, and agree to pay, reasonable costs and expenses of collection, including, but not limited to, court and attorneys’ fees and expenses. From time to time, Bella Bean Organics may require from you reasonable credit guarantees.
4. Delivery and Acceptance. Any dates quoted or published for delivery of the Products are approximate only and Bella Bean Organics shall not be liable for any delay in delivery of the Products, for any reason. Time for delivery shall not be of the essence. If Bella Bean Organics fails to deliver the Products for any reason other than a cause beyond Bella Bean Organics’ reasonable control or your fault, your exclusive remedy shall be to receive a refund of the amount paid for such Products. Risk of damage to, or loss of, the Products shall pass to you at the time the Products are delivered to your premises. Accordingly, after the delivery thereof, Bella Bean Organics shall not be responsible or held liable for any damage, loss or liability arising therefrom. Each sale of the Products is final. Bella Bean Organics will not accept, and will not be liable for its refusal to accept, any return of delivered Products.
5. Disclaimer of Warranties and Limitation of Liability. THE SERVICES ARE PROIVDED, AND THE PRODUCTS ARE DELIVERED, “AS IS” AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BELLA BEAN ORGANICS SPECIFICALLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OR WRITTEN OR ORAL, INCLUDING, WITHOUT LIMIATION, ANY WARRANTIES OF QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, AND OF MERCHANTABILITY. Any representations, warranties, or guarantees made with respect to, or labels set forth on, the Products, are made by the third party producers and/or suppliers of the Products. You agree that any liability, cause of action, loss or damage arising therefrom will be brought directly against such producer or supplier. BELLA BEAN ORGANICS SHALL NOT BE LIABLE IN TORT, INCLUDING LIABILITY IN NEGLIGENCE OR STRICT LIABILITY, AND SHALL HAVE NO LIABILITY AT ALL FOR INJURY TO PERSONS OR PROPERTY WITH RESPECT TO THE PRODUCTS, THE SERVICES OR THIS AGREEMENT. BELLA BEAN ORGANICS’ TOTAL LIABILITY IN CONNECTION WITH THE PRODUCTS, THE SERVICES OR THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF THE PURCHASE PRICE OF THE PRODUCTS. EVEN IF BELLA BEAN ORGANICS HAS BEEN ADVISED OF THE POSSIBILITY OF THE FOLLOWING, UNDER NO CIRCUMSTANCES WILL BELLA BEAN ORGANICS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS AND REVENUES, LOSSES DUE TO DELAY IN SHIPMENT, FAILURE TO REALIZE EXPECTED SAVINGS, ANY CLAIM AGAINST YOU BY A THIRD PARTY, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSSES OF ANY KIND. These limitations and disclaimers are not made by Bella Bean Organics where prohibited by law.
6. Force Majeure. Bella Bean Organics shall not be liable to you or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform any of Bella Bean Organics’ obligations in relation to the Products, if the delay or failure was due to any cause beyond Bella Bean Organics’ reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Bella Bean Organics’ reasonable control: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, congressional or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of Bella Bean Organics or of a third party); difficulties in obtaining raw materials, labor, fuel, parts or machinery; and power failure or breakdown in machinery.
7. Representations and Warranties; Indemnification. In addition to any other representation or warranty set forth herein, you represent and warrant to Bella Bean Organics that: (i) if an individual, you are at least eighteen (18) years old and you reside in North Carolina; and if an entity, you are a company duly organized and validly existing in good standing under the laws of the state in which you are organized, and you are qualified to do business in North Carolina; (ii) you are purchasing the Products for your own use and consumption, and not for purposes of resale or other distribution to the general public; and (iii) your use of the Services will at all times be in accordance with the terms and conditions set forth in this Agreement, the Policies and all applicable laws, rules and regulations. You hereby agree to indemnify, defend and hold harmless Bella Bean Organics from any liabilities, damages, losses, actions, legal proceedings, costs and expenses (including reasonable attorneys’ fees) arising from your breach of any representation or warranty set forth herein.
8. Miscellaneous. Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing and shall be addressed to that other party at its registered office or principal place of business or at such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice. No waiver by Bella Bean Organics of any breach of this Agreement by you shall be considered as a waiver of any subsequent breach of the same of any other provision. If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision, in question shall not be affected thereby. This Agreement shall be governed by the laws of the State of North Carolina, without regard to its conflict of laws principles. All disputes arising out of or in connection with this Agreement or the Products shall be finally settled under then current Commercial Arbitration Rules of the American Arbitration Association. Any and all arbitration proceedings, whether brought and maintained by you or by Bella Bean Organics, will be held in Wake County, North Carolina. Any cause of action arising under this Agreement must be commenced within one (1) year after such cause of action arose. This Agreement shall commence on the date it is accepted by you and shall terminate upon Bella Bean Organics’ delivery of the Products ordered in conjunction herewith. Notwithstanding any termination or expiration of this Agreement, the terms and conditions set forth in Sections 1, 3, 5, 6, 7, and 8 hereof shall survive.