Terms of service
OVERVIEW
Welcome to Proving Grounds Wholesale. The terms “Proving Grounds Wholesale,” “we,” “us,” and “our” refer to Proving Grounds Wholesale, LLC, a Michigan limited liability company.
We operate this website and related online services for the purpose of providing wholesale coffee, tea, beverages, equipment, supplies, merchandise, and related products and services to our customers (collectively, the “Services”).
Our online store is powered by Shopify, which provides the e-commerce platform that enables us to offer our products and Services online.
These Terms of Service (“Terms”) describe your rights and responsibilities when accessing our website, establishing a wholesale account, placing an order, purchasing products, or otherwise using our Services.
By visiting, accessing, interacting with, or using our Services, you agree to these Terms and our Privacy Policy. If you do not agree, you should not use the Services.
SECTION 1 – WHOLESALE ACCOUNTS AND ACCESS
Our Services are primarily intended for businesses, organizations, food-service operators, retailers, offices, hospitality businesses, and other commercial customers.
When establishing an account, you represent that:
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You are authorized to act on behalf of the business or organization associated with the account;
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The information you provide is accurate, current, and complete; and
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You will promptly update your account information when necessary.
We may require additional information to establish or maintain wholesale status, including business information, billing information, delivery information, tax-exemption documentation, resale certificates, or other documentation reasonably necessary to administer your account.
You are responsible for maintaining the confidentiality and security of your account credentials and for activity occurring through your account.
Wholesale accounts, pricing, discounts, payment terms, and other privileges may not be transferred to another person or business without our written approval.
We reserve the right to approve, deny, suspend, modify, or terminate wholesale account privileges at our discretion.
SECTION 2 – PRODUCTS
We make reasonable efforts to accurately describe and represent our products.
Coffee and tea are agricultural products, and natural variations may occur between harvests, lots, origins, and production runs. Flavor, aroma, appearance, roast characteristics, and other attributes may therefore vary.
Product photographs and images are provided for illustrative purposes. Packaging, labeling, colors, and product appearance may change and may differ from what appears on your screen.
We may modify or discontinue products, blends, origins, packaging, sizes, specifications, or other offerings at any time.
Product availability is not guaranteed.
SECTION 3 – WHOLESALE ORDERS
Submitting an order constitutes an offer to purchase products from Proving Grounds Wholesale, LLC.
We reserve the right to accept, reject, limit, modify, or cancel an order, including because of product availability, pricing errors, account status, payment issues, delivery limitations, suspected fraud, or other reasonable business considerations.
An order is accepted when we confirm acceptance or begin fulfillment of the order.
Wholesale customers may purchase products for use in their businesses and, where specifically authorized or appropriate for the product, for commercial resale.
Products intended for resale must be sold in accordance with applicable laws and any product-specific resale requirements established by Proving Grounds Wholesale.
Customers may not alter, relabel, repackage, misrepresent, or otherwise modify Proving Grounds-branded products for resale without our prior written authorization.
SECTION 4 – WHOLESALE PRICING AND BILLING
Wholesale prices, discounts, promotions, minimum-order requirements, delivery charges, and other pricing terms are subject to change.
The applicable price generally will be the price or customer-specific pricing in effect when an order is placed unless we have entered into a separate written pricing agreement with you.
Different wholesale customers may receive different pricing based on purchasing volume, products purchased, delivery requirements, contractual arrangements, promotional programs, or other legitimate business factors.
Unless expressly stated otherwise, prices do not include applicable sales, use, excise, shipping, delivery, or other taxes and charges.
Customers claiming exemption from sales tax are responsible for providing valid and current exemption or resale documentation.
If your exemption documentation is missing, expired, invalid, or otherwise insufficient, we may collect applicable taxes.
You agree to provide accurate and complete billing and payment information.
SECTION 5 – PAYMENT TERMS
Unless Proving Grounds Wholesale has approved alternative payment terms in writing, payment is due at the time an order is placed.
Customers approved for invoicing, credit, ACH, Net-15, Net-30, or other payment arrangements must comply with the payment terms assigned to their account.
We may establish or modify credit limits and payment terms based on account history and other reasonable business considerations.
Past-due accounts may be placed on hold, moved to prepaid status, or have their wholesale privileges suspended.
The customer is responsible for reasonable costs incurred in collecting overdue amounts to the extent permitted by applicable law.
SECTION 6 – SHIPPING, LOCAL DELIVERY AND PICKUP
We may fulfill orders through common carriers, local delivery, customer pickup, or other delivery methods.
Quoted delivery and shipping dates are estimates unless expressly guaranteed in writing.
We are not responsible for delays resulting from carriers, weather, supply interruptions, natural disasters, labor disruptions, governmental actions, or circumstances reasonably outside our control.
Customers are responsible for providing accurate shipping and delivery information and for providing reasonable access to the designated delivery location.
For shipped orders, risk of loss transfers to the customer upon transfer of the products to the carrier, except where otherwise required by law.
Any special delivery requirements should be communicated to us before ordering.
SECTION 7 – INSPECTION, DAMAGE AND ORDER ISSUES
Wholesale customers should inspect orders promptly after receipt.
Missing products, incorrect products, shipping damage, or other order discrepancies should be reported to Proving Grounds Wholesale as soon as reasonably possible after delivery.
Photographs, packaging, shipping labels, lot information, or other documentation may be required to evaluate a claim.
Because roasted coffee, tea, food products, and certain other products may be perishable or consumable, returns may be limited.
Returns, refunds, replacements, and credits are subject to our applicable Refund or Return Policy and any additional terms associated with the customer's account.
SECTION 8 – RESALE AND BRAND USE
Purchasing Proving Grounds Wholesale products does not grant a customer ownership of or unrestricted rights to the Proving Grounds name, trademarks, logos, product names, artwork, photographs, packaging designs, or other intellectual property.
Authorized wholesale customers may identify genuine Proving Grounds products for purposes of marketing and reselling those products in the ordinary course of business.
Customers may not:
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Represent themselves as Proving Grounds Wholesale or an affiliated company;
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Register or use confusingly similar business names, domain names, or social-media accounts;
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Modify our trademarks or logos without permission;
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Make false or misleading claims concerning our products;
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Repackage or relabel branded products without authorization; or
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Use our intellectual property in a manner likely to damage or misrepresent our brand.
We may revoke permission to use our intellectual property at any time.
SECTION 9 – INTELLECTUAL PROPERTY
Our Services and their contents—including trademarks, logos, text, photographs, graphics, product information, video, audio, website design, and other materials—are owned by or licensed to Proving Grounds Wholesale, LLC and are protected by applicable intellectual-property laws.
Except for the limited commercial use expressly permitted for authorized wholesale customers, no portion of the Services may be copied, reproduced, distributed, modified, republished, or commercially exploited without our prior written permission.
All rights not expressly granted are reserved.
SECTION 10 – THIRD-PARTY TOOLS AND LINKS
Our Services may contain tools, applications, integrations, content, or links provided by third parties.
We do not control all third-party services and are not responsible for their content, availability, accuracy, policies, or practices.
Your use of third-party services may be subject to separate terms and privacy policies.
SECTION 11 – RELATIONSHIP WITH SHOPIFY
Proving Grounds Wholesale is powered by Shopify, which provides technology that enables us to offer our Services online.
However, purchases made through our store are transactions directly between you and Proving Grounds Wholesale, LLC.
Shopify is not the seller of our products and is not responsible for fulfillment, product quality, delivery, or other aspects of transactions between Proving Grounds Wholesale and its customers.
SECTION 12 – PRIVACY
Personal information collected through our Services is handled in accordance with our Privacy Policy.
Because our Services are hosted through Shopify and may utilize other service providers, certain information may be processed by Shopify, payment processors, shipping providers, software providers, and other parties necessary to operate our Services.
Please review our Privacy Policy for additional information.
SECTION 13 – FEEDBACK
If you voluntarily provide reviews, photographs, suggestions, ideas, recommendations, or other feedback regarding our products or Services, you grant Proving Grounds Wholesale a non-exclusive, worldwide, royalty-free license to use that feedback for legitimate business, marketing, promotional, and operational purposes.
You represent that you have the right to provide any content submitted to us.
SECTION 14 – ERRORS AND INACCURACIES
Our website or other materials may occasionally contain typographical errors, incorrect pricing, inaccurate product information, availability errors, shipping information errors, or other inaccuracies.
We reserve the right to correct errors and update information.
If a material error affects an order, we may contact you to correct the order or cancel and refund the affected portion of the order.
SECTION 15 – PROHIBITED USES
You may use our Services only for lawful purposes.
You may not use our Services to:
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Violate applicable laws or regulations;
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Commit fraud or provide intentionally misleading information;
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Infringe intellectual-property rights;
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Introduce viruses, malicious software, or harmful code;
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Circumvent security measures;
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Scrape or systematically extract protected website content without authorization;
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Impersonate another person or business;
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Harass or threaten our employees, customers, or other persons; or
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Interfere with the normal operation of our Services.
We may suspend or terminate access for violations of these Terms.
SECTION 16 – TERMINATION
We may suspend or terminate an account or access to our Services if these Terms are violated, payment obligations are not satisfied, fraudulent activity is suspected, or continuation of the account presents an unreasonable legal, financial, operational, or reputational risk.
Termination does not eliminate amounts owed for products or services already provided.
Provisions that by their nature should survive termination will remain effective.
SECTION 17 – DISCLAIMER OF WARRANTIES
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
EXCEPT FOR WARRANTIES EXPRESSLY PROVIDED BY PROVING GROUNDS WHOLESALE, LLC OR WARRANTIES THAT CANNOT LEGALLY BE DISCLAIMED, WE DISCLAIM EXPRESS OR IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
Nothing in this section limits rights that cannot legally be waived.
SECTION 18 – LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROVING GROUNDS WHOLESALE, LLC AND ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF OUR SERVICES OR PRODUCTS.
This limitation does not apply where liability cannot legally be limited or excluded.
SECTION 19 – INDEMNIFICATION
To the extent permitted by applicable law, you agree to indemnify and hold harmless Proving Grounds Wholesale, LLC and its members, managers, employees, affiliates, agents, and service providers from third-party claims, damages, liabilities, and reasonable costs arising from:
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Your material violation of these Terms;
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Your unlawful use or resale of our products;
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Your infringement of another person's rights; or
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Your unauthorized modification, relabeling, repackaging, or representation of our products.
SECTION 20 – SEVERABILITY
If any provision of these Terms is determined to be invalid or unenforceable, that provision will be enforced to the maximum extent permitted by law and the remaining provisions will continue in effect.
SECTION 21 – WAIVER AND ENTIRE AGREEMENT
Failure to enforce a provision of these Terms does not constitute a waiver of that provision.
These Terms, together with applicable policies and any separate written agreement between Proving Grounds Wholesale and a customer, constitute the agreement governing use of the Services.
If a separately executed written wholesale agreement expressly conflicts with these Terms, the separately executed agreement will control with respect to that conflict.
SECTION 22 – ASSIGNMENT
Customers may not assign their rights or obligations under these Terms without our prior written consent.
Proving Grounds Wholesale may assign its rights and obligations in connection with a merger, acquisition, sale, restructuring, or transfer of substantially all relevant business assets.
SECTION 23 – GOVERNING LAW AND VENUE
These Terms and transactions with Proving Grounds Wholesale, LLC will be governed by the laws of the State of Michigan, without regard to conflict-of-law principles.
To the extent permitted by law, disputes arising from these Terms or the Services will be brought in a court of competent jurisdiction located in Oakland County, Michigan, and the parties consent to jurisdiction and venue in those courts.
SECTION 24 – CHANGES TO THESE TERMS
We may update these Terms periodically.
The current version will be posted on our website with the applicable effective or “Last Updated” date.
Continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms to the extent permitted by applicable law.
Material changes will be communicated when required by law.
SECTION 25 – CONTACT INFORMATION
Questions regarding these Terms of Service may be directed to:
Proving Grounds Wholesale, LLC
Milford, Michigan
Email: wholesale@provinggroundscoffee.com
Website: provinggroundswholesale.com
Additional business contact information may be provided on our website or invoices.
IMPORTANT: These Terms are intended to establish the general terms governing Proving Grounds Wholesale's website and wholesale transactions. Customer-specific pricing, credit terms, delivery arrangements, equipment programs, private-label arrangements, distributor agreements, or other negotiated commercial terms may be governed by separate written agreements.