Introduction and Acceptance of Terms
The Optimally Balanced Corp websites (each, this/the “Site,” and collectively, the “Sites”) are operated by Optimally Balanced Corp or its affiliated companies, subsidiaries, or divisions (collectively “Optimally Balanced” or “us” or “we” or “Seller”). Acceptance of your (the “Buyer” and/or “Wholesale Account” and/or “you”) application and wholesale order(s) is expressly made conditional on Buyer’s agreement to these terms and conditions. The terms and conditions set forth on this Agreement will govern transactions between the Buyer and the Seller unless expressly overridden by an existing in force written agreement between the Buyer and the Seller.
By applying for a wholesale account, using the Site shop, or placing an order, you acknowledge and agree (or you are deemed to acknowledge and agree) that you have read and understand this Agreement and that you agree to be bound by all of its terms. If you do not agree to all of the terms set forth in this Agreement, please do not use the Site.
Any transactions between the Buyer and the Seller are governed by the laws of Florida. To the extent that any court proceedings are commenced, the Buyer and any Guarantor hereby consent to the jurisdiction of the courts of West Palm Beach, Florida, for any claims or controversies arising in the sale of garments by the Seller to the Buyer. The Seller also reserves the right to sue the Buyer or its Guarantor in the province or state of its domicile. However, the foregoing shall not in any way diminish or limit the arbitration provisions set forth below.
By accepting this agreement, you accept full legal and civil responsibly for any claims or actions arising from your intentionally or unintentional misuse, illegal use, changing or modifying product labeling, changing product names, misleading consumers, or similar action. Furthermore, you agree to pay full restitution for any real, potential, or perceived losses incurred by Optimally Balanced arising from your actions.
In accordance with our Optimally Balanced Store Policies, to make a purchase online, you must be a legal resident of the 50 states of the United States of America or the District of Columbia and be at least 18 years of age.
Your use of the Site is subject to the terms and conditions set forth in the Terms and Conditions.
Seller specifically rejects any terms or provisions which set any standards, specifications or damages related to quality and time of delivery or which contradict or purportedly claim to supersede these terms and conditions.
We may modify this Agreement or other policies set forth on the Site from time to time. When we modify this Agreement, we will update the “Last Updated” line in this Agreement. It is your responsibility to regularly review this Agreement. Your use of the Site following the posting of an updated Agreement constitutes your acceptance of such updated Agreement.
If any part of this Agreement is found to be invalid or unenforceable, that shall not affect the validity or enforceability of any other provision of this Agreement.
All technical and commercial information or ideas which Buyer has supplied or shall supply Seller, but excluding information in the public domain or in Seller’s possession in tangible form before receiving such information from Buyer (collectively called “confidential information”) is proprietary to Buyer and has been disclosed in confidence to Seller for the limited purpose of enabling Seller to comply with the terms of the purchase order. Seller shall not, without Buyer’s prior written consent, use or disclose such confidential information for any purpose other than in connection with the supply of materials or product to the Buyer. All such information which is in tangible form shall be returned to Buyer by Seller upon demand, and in any event, when no longer needed to fulfill Seller’s obligations to Buyer. Buyer agrees to maintain confidentiality of any intellectual property pertaining to Seller’s products or engineering expertise (excluding information in the public domain), including but not limited to: pricing/costing, design features, calculations, and material specifications.
You agree to use product brand names and, if required by Seller, product logos or other specific marketing materials when advertising products or devices supplied by the Seller and anywhere where the items are described or named including on websites, labels, and invoices.
Optimally Balanced grants you a personal, non-exclusive, non-transferable, and non-assignable license to use the TOADAL™ Repellant and Optimally Balanced™ Pets brand names, logos, or other provided marketing materials where applicable for the purposes mentioned above in this section. This license clause may be revoked by Optimally Balanced at any time by written notice to you.
You must not use or permit the use of TOADAL™ Repellant or Optimally Balanced™ Pets brand names or logos to be used in any manner that would be detrimental to or inconsistent with the good name, good will, reputation, and image associated with the Intellectual Property of Optimally Balanced.
Optimally Balanced shall not be liable where you have altered or modified any products or devices, misapplied the products or devices, not followed Optimally Balanced’s instructions in respect to the products or devices or have subjected them to unusual or non-recommended use or handling; for defects in any products, devices or goods manufactured by any Third Party; for loss or damages caused wholly or partly by any factors beyond our control, including, without limitation, any loss resulting from a delay in production or supply of any products, devices or goods; for any indirect or consequential loss of any kind.
Exclusion of Implied Warranties
Optimally Balanced shall to the extent permitted by applicable laws, and in respect of any legal basis for a claim NOT BE RESPONSIBLE for any product liability or for any direct or indirect business interruption loss, consequential loss, loss of profit, or any other loss whatsoever. There are no implied warranties of merchantability and fitness applying to the Goods sold by Seller. In any event, the maximum liability shall be equal to repayment by Optimally Balanced to the Buyer of the payment made for the delayed or defective part of the order.
Optimally Balanced and Buyer agree that upon the demand of either party, any claim or dispute between Optimally Balanced and Buyer and/or any of either parties’ parent corporations, successor entities, present and/or former subsidiaries, divisions, and affiliated entities, as well as each of their present and/or former shareholders, directors, officers, employees, attorneys, agents, contractors and representatives (“Agents”), shall be determined by binding arbitration as set forth in this Agreement. Optimally Balanced and Buyer hereby covenant not to file a lawsuit against each other in contravention of this Agreement. The parties shall be entitled to all of the same remedies as those available for comparable actions in courts. The parties shall be entitled to be represented by independent counsel of their choosing.
KNOWING AND VOLUNTARY CONSENT TO BINDING ARBITRATION AND WAIVER OF RIGHT TO JURY TRIAL
Optimally Balanced and Buyer hereby acknowledge that they have read and understand the terms of this Arbitration Agreement and are voluntarily agreeing to its terms. Optimally Balanced and Buyer also understand that by using binding arbitration to resolve disputes, they will be giving up any right they may have to a judge or jury trial. The Parties shall each bear their own costs and attorney’s’ fees in any arbitration proceeding, provided however, that the arbitrator shall have the authority to require either party to pay the costs and attorney’s’ fees of the other party during the arbitration, as is permitted under federal or state law, as a part of any remedy that may be ordered.
Wholesale pricing is displayed on toadalrepellant.com when logged in and approved as a wholesaler. All prices are listed in US dollars (USD). Prices, availability, shipping, and other terms any time without prior notice for all new orders. Changes in price will not apply to orders that have been confirmed by Optimally Balanced (Confirmed Order). Optimally Balanced makes no guarantee as to product availability, shipping, or acceptance of payment terms for any order.
We do not exercise direct control over retail prices beyond the extent described in the Manufacture Suggested Retail Pricing (MSRP) Policy & Minimum Advertised Price (MAP) Policy sections. We reserve the right to further help stabilize prices and margins for wholesale accounts in the event is necessary by offering deeper discounts to wholesale accounts that follow our suggested retail prices and/or increasing prices on wholesale accounts that are intentionally disrupting the market price.
Manufacture Suggested Retail Price (MSRP) Policy
Products or devices listed for sale (retail) should list regular prices at or above the Manufacture Suggested Retail Price (MSRP). There is no requirement for a retailer to list or advertise at the MSRP. Retailers may list and advertise at any price that does not violate the Minimum Advertised Price (MAP) policy.
Minimum Advertised Price (MAP) Policy
Any item purchased from Optimally Balanced, that has a Minimum Advertised Price (MAP), shall be sold at or above the Minimum Advertised Price. The Minimum Advertised Price is set per product or device and shall be the same price for all wholesale accounts. The Minimum Advertised Price is determined solely by Optimally Balanced and can be changed at any time and without notice. In the event of a MAP change, Wholesale Accounts agree to update all advertising and marketing, necessary to adhere to the MAP Policy, within 60 days of their last product purchase or notification to update pricing by the Seller.
The Minimum Advertised Price is typically listed on the product at the time of purchase and can be provided to you at any time on request. It is the responsibility of the Wholesale Account to be aware of the Minimum Advertised Price, if a Minimum Advertised Price is not available you or it is unclear you must request the MAP and/or MSRP by contacting your Account Manager (if applicable) or Business Services prior to advertising or marketing said product(s) or device(s).
Non-Direct Retail | Application Services
If you do not resell specific product(s) or device(s) purchased from the Seller, you not required to adhere to MAP pricing. If you provide a line item for the price or value of any product or device purchased from the Seller for which you not required to adhere to MAP pricing, you must include the listed MSRP as the price or value. Any product or device that is directly sold to a consumer or where the consumer will retain partial or complete product(s) or device(s), for their own use must adhere to the Minimum Advertised Price Policy guidelines.
Minimum Order Quantity Pricing (MOQP)
To provide flexibility and help improve scaling for its wholesale customers Optimally Balanced may use a Minimum Order Quantity Pricing (MOQP), setting a price per quantity and/or requiring a minimum purchase quantity at a specific price on a per item.
Not all items or accounts will have or qualify for Minimum Order Quantity Pricing. Minimum Order Quantity Pricing may be set for the individual product and/or by the account at the discretion of Optimally Balanced.
Minimum Order Quantity Pricing can be implemented at any time and without prior notice for any individual product or device and/or for individual products or devices and specific accounts at the sole discretion of Optimally Balanced. Not all items or accounts will have or qualify for Minimum Order Quantity Pricing.
Minimum Order Amount (MOA)
If your account has a Minimum Order Amount (MOA), you will be required to meet a minimum total purchase amount (in USD) per order prior to submitting a purchase request. If you have a Minimum Order Amount, you will not be able to complete the checkout process until you have met the Minimum Order Amount. A Minimum Order Amount can be implemented at any time and without prior notice for all new orders across all accounts, individually and/or at different amounts per account at the sole discretion of Optimally Balanced.
Optimally Balanced reserves the right to change pricing, including all Minimum Order Quantity Pricing, Minimum Order Amounts, or any other pricing methodology or standard at any time without prior notice for all new orders.
Sale of Goods
Buyer acknowledges they are acquiring the goods for the purposes of trade or business only.
Wholesale accounts are available to brick-and-mortar establishments, or online retailers with their own storefronts (websites). Businesses are expressly prohibited from re-selling on any other online retail outlet, public forum, group, or auction house. Optimally Balanced products may not be sold on Amazon, EBay, Zulily, Groupon, through Facebook Buy-In Groups or any other means. Optimally Balanced shall have sole discretion to determine what public forums, online retail outlets, or auction houses, if any, are eligible for Buyer resale.
We reserve the right to choose which products are available for wholesale purchase. Some SKUs available via our website may not be suitable for retail sale due to packaging, quantity available etc.
Order Limitation Policy
Given the popularity of the products we reserve the right to limit the quantities of items that can be purchased.
Availability and Pricing
All products offered through the Site are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue offering without prior notice. Prices are subject to change at any time, but changes will not affect any orders you have already placed. All prices and availability of products are subject to change without notice, up until the order is completed and confirmed. We make every effort to provide you the most accurate information on pricing and availability.
In addition, some of the items may be incorrectly priced or no longer available at the time you place your order. In the event a product is listed at an incorrect price, we have the right to refuse or cancel any orders placed for the product listed at the incorrect price. If an item’s correct price is lower than our stated price, we will charge the lower amount and ship you the item. If an item’s correct price is higher than our stated price, we will cancel your order and notify you of the price error and order cancellation. You will, of course, have an opportunity to purchase the item at the correct price.
Optimally Balanced makes no guarantee as to product availability, shipping, or acceptance of payment terms for any order.
Taxes, Duties and Fees
Seller’s prices shall be exclusive of any federal, state or local sales, use or excise taxes and Seller shall list separately in its invoice any such tax lawfully applicable to this transaction and payable by Buyer, with respect to which Buyer does not furnish statement of exemption.
All export and import documentation, licenses, duties, taxes or other obligations or costs relating to the delivery of the Goods shall be the Buyer’s responsibility.
Orders and Transactions
Once an order submitted by the Buyer is confirmed it cannot be cancelled by the Buyer.
Seller may refuse to accept or cancel any order or delivery of product(s) or device(s) at any time by giving notice to Buyer. Seller shall not be liable for any loss or damage whatsoever arising from such cancellation. At the discretion of Seller, a credit memo and/or refund to the payment method used for the order, will be processed.
Any variation to any order must be agreed to in writing. The total price may alter as a result of any variation and Buyer agrees to pay any increase.
Seller reserves the right to charge restocking fees. Buyer shall be charged a 20% restocking/cancellation fee for items canceled or removed from an order. Restocking fees will be charged to your credit card on file at the time of the transaction.
No refunds will be processed. When applicable, a credit memo will be issued to be used towards a future order or invoice.
Ownership of the Goods shall pass to you upon payment in full of the purchase price for the product(s) or device(s).
Optimally Balanced accepts credit cards (MasterCard, Visa, Discover, and American Express) and PayPal. Not all payment methods are available to all wholesale accounts. Payment methods can be changed, removed, or added at Optimally Balanced’s sole discretion. Unless a credit account is otherwise agreed to in writing, payment shall be made at the time the order is placed via Buyer’s payment method (credit card or PayPal) on file.
Net Terms and Credit
Optimally Balanced offers Net 30, Net 60, Net 90 Terms to wholesale accounts that are approved for credit terms. Approval of credit does not constitute a guarantee of credit and not all accounts will qualify for all credit terms. You may apply for credit terms or change your existing terms by contacting your TOADAL™ Repellant Account Manager (if applicable) or Business Services. Not all wholesale accounts are eligible for credit terms.
Shipping is not included in the cost of goods. For most accounts shipping is typically calculated on each individual order prior to order submission. However, if your account has other agreed upon shipping terms or conditions they will also apply. Optimally Balanced makes no guarantee as to the availability or price of shipping. If the shipping cost as stated in your submitted order increases or is no longer unavailable, prior to your order being shipped, you will be contacted by a representative. You will be able to refund the purchase, approved the charge for the change in shipping or, when possible, approve another delivery method.
Free shipping promotions and/or discount coupons for regular retail customers do not apply to Wholesale orders.
We will attempt to ship you purchase in a manner appropriate with the delivery quantity and or shipping requirements. As such small orders may be shipped UPS ground (or comparable). Freight and other delivery options may be available. To discuss various shipment options and methods that are available to you please contact your Account Manager.
In the event Optimally Balanced is unable to fill your order, you will be contacted by a representative. Partial orders, backorders, product substitutions, alterative shipping or other comparable solutions are at the sole discretion of Optimally Balanced. If we are unable to fill your order you may cancel your order, if your payment method was debited prior for the order it will be credited back to the same payment method according to our Wholesale Return & Refund Policy.
Optimally Balanced will strive to ship out orders within 24 hours, however, please allow up to 7 business days for order processing.
Optimally Balanced makes no guarantee as to product availability, shipping, or acceptance of payment terms for any order.
Risk of Loss
All items purchased from us are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.
Damages & Defects
Please inspect all shipments immediately upon arrival. To initiate a request for an exception for exchange or credit you must email your Account Manager (if applicable) or Business Services (at email@example.com) within 5 business days of receipt of damaged or defective shipments. Include the order number and the defect/damage reason(s) for the return in your email. For partial orders list each product or device that is defective or damaged with its name, sku and the quantity. After we process your request, you will be provided details and instructions on where to ship the items. Returned merchandise will be replaced with new merchandise. Returned merchandise will not be accepted if it is held for more than 15 days after receipt. Buyer is responsible for return shipping
Returns & Refunds
No returns are acceptable without prior approval and delivery instructions for transport.
Purchases made by wholesale accounts are ineligible for refund. However, under certain conditions, exchanges or a merchandise credit store credit may be made for products that are in re sellable condition (unused and undamaged in original packaging with all tags attached). Determination if any product(s) and/or order(s) is eligible for exchange is at the sole discretion of Optimally Balanced.
To initiate a request for an exception for exchange or credit you must email your Account Manager (if applicable) or Business Services (at firstname.lastname@example.org) within 7 days of receiving the product(s). Include the order number and the reason for the return in your email. For partial order exchanges or credits please list each product or device you wish to return along with its name, sku and the quantity to return. Allow up to 30 days for us to process your request. After we process your request, we will notify you. If your request is approved, you will be provided details and instructions on where to ship the items. You are responsible for return shipping fees.
A restocking fee of 25% per item (of the initial order price) will be deducted from the store credit or exchange value.
You are responsible for all shipping fees incurred on the exchange of non-defective non-damaged items, both in shipping the product to be exchanged back as well as the shipping of the new product.
Items that are returned and deemed in unsalable condition will not be included in exchange or store credit. You will be notified of any items that are deemed unreturnable prior to processing your exchange or store credit. You may request, in writing, to have said items shipped back to you, at your expense. We will hold said items for up to thirty (30) days from the notification date for you to arrange for return shipping. If you do not notify us or fail to pay for return shipping of said items, you agree to forfeit without compensation to Optimally Balanced. Furthermore, you agree to pay for any additional fees that might arise for the proper disposal or handling of any items left to forfeiture.
By sending items to be returned, exchanged, or credited you authorize Optimally Balanced to bill your payment method on file for any changes that may arise. Additionally, you authorize Optimally Balanced to sell any products or devices that have been exchanged, rejected, or abandoned.
Wholesale Accounts do not have a Buyback Agreements by default. You may request a Buyback Agreement through your Account Manager (if applicable) or Business Services. Buyback Agreements are at the sole discretion of Optimally Balanced and may be revoked or changed at any time.
Buybacks, if offered, are arranged individually by wholesale account. If you have a separate Buyback Agreement with Optimally Balanced it may supersede the herein Return and Exchange Policy, provided that in your separate Buyback Agreement it explicitly states which portion(s) of this agreement’s Return and Exchange Policy are superseded. Unless explicitly stated in the wholesale account Buyback Agreement no portion of this agreement’s Return and Exchange Policy will be superseded. No portion of this agreement other than the Return and Exchange Policy may be superseded by any Buyback Agreement.
An established wholesale account (“Wholesale Account”) is required for wholesale pricing, the use of certain services on the Site and receive other business services.
There is no charge to establish or maintain a Wholesale Account. You will need to login to your Wholesale Account prior to making a purchase from the Site.
Establishing a Wholesale Account:
You are solely responsible for maintaining the confidentiality of your password(s) and for restricting access to your computer, and for all activities that occur under your Wholesale Account or password. We will not be liable for any loss that you may incur as a result of someone else using your Wholesale Account or password, either with or without your knowledge. You agree to be responsible for losses incurred by us or another party due to someone else using your Wholesale Account and/or password either with or without your knowledge. You agree to notify us immediately of any unauthorized use of your Wholesale Account and/or password(s) and any other breach of security relating to the Site. You agree that any information you provide to us will be current, accurate and complete and that you will keep such information up to date by notifying us of any changes.
We reserve the right to terminate any Wholesale Account at any time in our sole discretion, including without limitation for any failure to comply with this Agreement, any fraud or abuse, or any misrepresentation that you or anyone using your Wholesale Account may make to us. You acknowledge that Optimally Balanced is not responsible for third party access to your account that results from theft or misappropriation of your account. Optimally Balanced and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
By accepting these terms, you agree to comply with this Agreement and accept full legal and civil responsibly for any claims or actions arising from your intentional or unintentional violation, including but not limited to any damages real or perceived arising from misleading consumers, market disruption, business disruption or similar action or any other fraud, abuse, or any misrepresentation made by anyone using your Wholesale Account. Furthermore, you agree to pay full restitution for any real, potential, or perceived losses incurred by Optimally Balanced or other wholesale accounts or other parties arising from your actions.
Sub Accounts and Multiple Users
Wholesale Accounts may include the ability to allow one or more authorized individuals as designated logins to their Wholesale Account (“Sub Account(s)”). The Wholesale Account is responsible for creating and deactivating their own Sub Accounts and are responsible for managing Sub Accounts and will notify Optimally Balanced immediately of any issues or concerns maintaining Sub Accounts. The Wholesale Account and Primary user accept full liability and responsibility for the actions of all Sub Accounts associated with their Wholesale Account.
Samples and Images
Unless otherwise expressed in writing, Optimally Balanced does not warrant that the quality, weight, designs or color of the product or device corresponds to any specific description, image, or sample. Optimally Balanced at its sole discretion may change the size, color, or any other aspect of any item or good without prior notification.
Coupons & Discount Codes
Unless otherwise indicated, coupon/discount codes will not be honored for wholesale purchases.
We do not offer exclusivity of the TOADAL™ Repellant brand products. However, we strive to coordinate a non-competitive environment among our customers by selling to customers that are a reasonable distant from each other or offer them a different product mix and working to set a minimum margin threshold for wholesale accounts, to the extent possible, as described in the Manufacture Suggested Retail Pricing (MSRP) & Minimum Advertised Pricing (MAP) section.
Private Labeling, Rebranding & Product Labeling
We do not offer private label products currently. Rebranding or “white labeling” products without expressed written permission from Optimally Balanced is strictly prohibited. You may not rename or call any product by any other name or imply the product is in any way anything other what is listed on the product label. This applies to any products used during as part of a service (including but not limited to pesticide applications).
Some products or devices offered in the Site are NOT appropriate or available for use in all states. It is your responsibility to ensure that products are only sold and shipped to locations where they are appropriate or available for use. Pesticide products can only be sold and shipped to states where they are registered for use. It is your responsibility to ascertain and obey all applicable local, state, federal and/or international laws and regulations with respect to the purchase, possession and use of any devices or products ordered via the Site.
International orders will be dealt with on a case-by-case basis.
We thrive on customer feedback. Customer observations, ideas and suggestions are where many of our products originated. We encourage you to point out areas that we can improve and love to receive complements!