Terms of Use

1. Company Information

2. Eligibility

This website is intended solely for legitimate business customers.

By registering an account, you represent and warrant that:

• You are at least 18 years old.
• You have authority to bind your business.
• All information you provide is accurate and current.
• You will maintain accurate account information.

We reserve the right to refuse registration to any applicant at our sole discretion.

3. Business Accounts

Access to pricing and ordering requires an approved business account. Account approval is subject to verification and review. Approval of a website account does not constitute approval for commercial credit terms.

You are responsible for:

• Maintaining the confidentiality of your login credentials;
• Restricting unauthorized access to your account;
• All activities occurring under your account.

Notify us immediately if you suspect unauthorized use.

4. Customer Tiers

Customers may be assigned different purchasing tiers.

Retailer

Retailer accounts may purchase products without a minimum order quantity unless otherwise specified.

Distributor

Distributor accounts may be subject to a minimum purchase requirement of one mixed pallet or another quantity determined by Sunway Nuts USA.

Customer classifications, pricing, discounts, and purchasing privileges may be modified at any time.

5. Orders

Submission of an order constitutes an offer to purchase products. Orders are not accepted until accepted by Sunway Nuts USA.

We may reject, cancel, modify, or limit any order for reasons including:

• inventory shortages;
• pricing errors;
• suspected fraud;
• export restrictions;
• payment issues;
• inaccurate customer information;
• compliance concerns;
• any other reason at our discretion.

Receipt of an order confirmation email does not necessarily constitute acceptance.

6. Pricing

Prices displayed on the website are wholesale prices available only to approved customers.

Prices:

• may change without notice;
• exclude applicable taxes unless stated otherwise;
• exclude shipping charges unless stated otherwise.

Pricing, product descriptions, images, promotions, and specifications may contain errors.

We reserve the right to correct any errors before accepting an order.

7. Inventory Availability

Inventory displayed on the website does not guarantee product availability. Certain products may become unavailable after an order is placed.

We reserve the right to:

• allocate inventory;
• partially fulfill orders;
• place items on backorder;
• discontinue products without notice.

8. Payment

Unless approved for commercial credit terms, payment is due immediately at checkout.

Payments are processed through Stripe and its supported payment methods. Available payment methods may change without notice. Accepted payment methods may include major credit cards, digital wallets, ACH transfers, and other payment methods supported by our payment processor.

9. Commercial Credit Terms

Certain customers may be granted Net payment terms at Sunway Nuts USA's sole discretion. Credit approval may require financial information and additional documentation.

Unless otherwise agreed:

• payment periods begin on the shipment date;
• failure to pay invoices when due may result in suspension of future shipments;
• outstanding balances may result in suspension or revocation of credit privileges.

Sunway Nuts USA may modify, suspend, or revoke credit terms at any time.

10. Late Payments

Invoices not paid when due may be subject to:

• suspension of future orders;
• cancellation of pending shipments;
• revocation of credit terms;
• collection costs;
• attorneys' fees where permitted by law.

Past-due balances may accrue interest at 1.5% per month (18% annually) or the maximum amount permitted by applicable law, whichever is lower.

11. Taxes

Customers are responsible for all applicable federal, state, and local taxes. Customers claiming tax exemption must provide a valid resale certificate or other documentation acceptable to us before tax exemptions will be applied.

12. Shipping and Returns

Shipping terms, delivery estimates, freight responsibilities, risk of loss, returns, damaged shipment claims, and refund procedures are governed by our separate Shipping Policy and Return & Refund Policy, which are incorporated into these Terms by reference.

13. Imported Food Products

Many products sold through our website are imported from various countries.

Accordingly:

• packaging may vary by country of origin;
• ingredients, formulations, and nutritional information may change without notice;
• translations are provided solely for convenience;
• product images are illustrative only and may differ from actual products.

Customers are responsible for reviewing product labels before resale.

14. Wholesale Purchases

Products sold through this website are intended for commercial resale or business use.

Customers are responsible for complying with all laws relating to:

• resale;
• food handling;
• storage;
• labeling;
• distribution;
• licensing;
• consumer protection.

Customers shall not export products in violation of United States export laws or applicable sanctions.

15. Intellectual Property

All content available on this website, including but not limited to:

• trademarks;
• logos;
• product photography;
• graphics;
• artwork;
• videos;
• software;
• text;
• catalogs;
• page layouts;

is owned by Sunway Nuts USA or its licensors and is protected by applicable intellectual property laws.

Nothing in these Terms grants ownership or license rights except as expressly stated.

Customers may not:

• reproduce website content;
• copy product images;
• remove copyright notices;
• use our trademarks without written permission;
• imply endorsement by Sunway Nuts USA or any brand licensor.

Purchase of licensed merchandise does not grant any right to reproduce or exploit the associated intellectual property.

16. Confidential Wholesale Information

Wholesale pricing, promotional materials, product catalogs, distributor pricing, and other non-public commercial information are confidential. Customers agree not to disclose or distribute such information without prior written consent.

17. Acceptable Use

Users agree not to:

• scrape website content;
• use bots or automated purchasing systems;
• interfere with website operation;
• upload malicious software;
• create fraudulent accounts;
• attempt unauthorized access;
• reverse engineer website software;
• violate applicable laws;
• infringe intellectual property rights.

Violation may result in immediate termination.

18. Third-Party Services

Our website utilizes third-party service providers, including payment processors. Your use of third-party services may also be governed by those providers' terms and privacy practices. Sunway Nuts USA is not responsible for third-party services beyond our reasonable control.

19. Electronic Communications

By using our website, you consent to receive electronic communications from us regarding:

• orders;
• invoices;
• account information;
• payment notices;
• shipping updates;
• customer support;
• legal notices.

Electronic communications satisfy any legal requirement that communications be in writing.

20. Website Availability

The website is provided on an "AS IS" and "AS AVAILABLE" basis.

We do not guarantee uninterrupted, secure, or error-free operation. Maintenance, updates, technical failures, internet outages, and other circumstances may temporarily interrupt website availability.

21. Disclaimer of Warranties

To the fullest extent permitted by law, Sunway Nuts USA disclaims all warranties, express or implied, including but not limited to:

• merchantability;
• fitness for a particular purpose;
• non-infringement;
• uninterrupted operation;
• accuracy of website content.

22. Limitation of Liability

To the maximum extent permitted by law, Sunway Nuts USA shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including lost profits, lost revenue, lost business opportunities, or business interruption.

Our aggregate liability arising from any claim relating to these Terms or any purchase shall not exceed the amount actually paid by the customer for the applicable order giving rise to the claim.

23. Indemnification

You agree to defend, indemnify, and hold harmless Sunway Nuts USA, its officers, directors, employees, affiliates, and licensors from any claims, damages, liabilities, costs, or expenses arising out of:

• your misuse of the website;
• violation of these Terms;
• violation of applicable laws;
• your resale or distribution activities;
• infringement caused by your content or actions.

24. Force Majeure

Sunway Nuts USA shall not be liable for delays or failures resulting from events beyond our reasonable control, including:

• natural disasters;
• war;
• terrorism;
• labor disputes;
• transportation interruptions;
• customs delays;
• supplier shortages;
• pandemics;
• governmental actions;
• cyberattacks;
• utility failures;
• acts of God.

Performance shall be suspended during such events.

25. Suspension and Termination

We reserve the right to suspend or terminate any account at our sole discretion, including for:

• nonpayment;
• fraud;
• excessive chargebacks;
• abuse of promotions;
• violation of these Terms;
• unlawful activity;
• actions that may harm Sunway Nuts USA or other customers.

Termination does not relieve customers of payment obligations incurred prior to termination.

26. Governing Law

These Terms shall be governed by the laws of the State of California, without regard to conflict of law principles.

27. Dispute Resolution

The parties agree to attempt in good faith to resolve disputes through informal negotiations. If a dispute cannot be resolved informally, the parties agree to participate in non-binding mediation before commencing arbitration.

If mediation is unsuccessful, disputes shall be resolved through binding arbitration administered by a mutually agreed arbitration provider in California, except that either party may seek relief in a court of competent jurisdiction in California to enforce an arbitration award, obtain injunctive relief, or address matters not subject to arbitration under applicable law.

Each party shall bear its own attorneys' fees unless otherwise awarded by the arbitrator or required by law.

28. Privacy

Your use of this website is also governed by our Privacy Policy and Cookie Policy, each of which is incorporated into these Terms by reference.

29. Changes to These Terms

Sunway Nuts USA may update these Terms at any time. Changes become effective upon posting the revised version on the website unless otherwise stated. Continued use of the website following any changes constitutes acceptance of the revised Terms.

30. Severability

If any provision of these Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

31. Entire Agreement

These Terms, together with our Privacy Policy, Cookie Policy, Shipping Policy, Return & Refund Policy, and any other policies expressly incorporated by reference, constitute the entire agreement between you and Sunway Nuts USA regarding your use of the website and purchases made through it.

32. Contact Us

If you have any questions regarding these Terms, please contact: