Terms and Conditions of Sale

1. Scope

1.1 These terms apply to all sales of products by Wholesale Cooking Oil LLC (“we”, “us”) to a business buyer (“you”). They apply in place of any terms in your purchase order or other documents, unless we agree otherwise in writing.

1.2 Delivery terms such as FCA, FAS, FOB, CFR, CPT and DAP are interpreted under Incoterms® 2020, published by the International Chamber of Commerce. If these terms conflict with the Incoterms® rule stated on your invoice, these terms prevail.

1.3 If a quotation or pro forma invoice contains specific terms that differ from these terms, the specific terms apply to that order.

2. Quotations and orders

2.1 Quotations are valid for 7 days from the date of issue, unless the quotation states otherwise. After that, prices and availability must be reconfirmed.

2.2 The minimum order is 1,000 liters per order, across any combination of products and pack sizes.

2.3 A contract is formed when you accept our quotation and we receive full payment of the pro forma invoice. Until then, a quote request or acceptance does not bind either party.

2.4 Products are supplied to the specification for the grade stated on the quotation. Specification sheets are available on request. For private label orders, you are responsible for approving artwork and label content, and production starts only after your written approval.

3. Prices

3.1 Prices are in US dollars and apply to the Incoterms® rule and named place stated on the quotation.

3.2 Unless stated otherwise, prices exclude import duties, taxes such as VAT or GST, destination charges, bank charges and cryptocurrency network fees, which are your responsibility.

4. Payment

4.1 Payment is 100% in advance, in US dollars, before dispatch, by bank transfer to our US business bank account or by cryptocurrency, using only the payment details stated on our invoice.

4.2 Bank transfers. Please instruct the “OUR” charge option so that the full invoice amount reaches us. Any shortfall caused by bank charges must be paid before dispatch. Payment is received when the funds clear in our account. Uploading proof of payment through the secure link in your quotation helps us trace your payment, but does not replace cleared funds.

4.3 Cryptocurrency. Send the exact amount stated on the invoice, in the stated coin and on the stated network, to the stated wallet address. Payment is received when the transaction is confirmed on the blockchain. A cryptocurrency amount quoted on an invoice is valid only for the period stated on that invoice. Funds sent on the wrong network, to the wrong address, or in a different coin may be unrecoverable, and we are not responsible for that loss.

4.4 Payment security. We issue payment details only from an @wholesalecookingoil.com email address and never change them by email. Payments sent to any account or wallet not stated on our invoice do not count as payment to us.

5. Dispatch and delivery

5.1 We dispatch within 24–48 hours from the day your payment clears in our account, depending on order size. For bank transfers, this is the day the funds arrive in our account, not the day they are sent.

5.2 Transit times stated on our website or in quotations are estimates. We are not liable for delays caused by carriers, ports, customs, weather or other events outside our control.

5.3 Delivery takes place according to the Incoterms® rule and named place on the invoice. You are responsible for import licences and permits, import clearance, duties and taxes, and for receiving and unloading the goods at destination.

5.4 For flexitank shipments, you are responsible for having a suitable storage tank, pump, hoses and, for oils that solidify, a steam or hot-water supply for the heating pad, and for discharging promptly. Demurrage, detention, storage and other charges arising at destination are your responsibility.

6. Risk and title

6.1 Risk of loss or damage passes to you as set out in the Incoterms® rule stated on the invoice.

6.2 Title to the goods passes to you when risk passes, provided we have received payment in full.

7. Inspection and claims

7.1 Please inspect the goods on delivery. Visible damage, leakage or shortage should be noted on the delivery receipt or carrier’s document, and reported to us in writing, with photographs, within 7 days of delivery.

7.2 Claims that the goods do not meet specification must be made in writing within 30 days of delivery, stating the lot code and Certificate of Analysis reference, and supported by an unopened retained sample from the same lot where available.

7.3 We may inspect the goods or have samples tested by an independent laboratory using recognized methods. Conformity is assessed against the specification for the grade supplied.

7.4 If a claim is accepted, we will, at our option, replace the affected goods, credit their price, or refund the price paid for them.

7.5 We are not responsible for goods that have been mixed, repacked, processed or stored contrary to our storage guidance after delivery, or for claims made after the periods above.

8. Cancellation and refunds

8.1 You may cancel without charge before you pay.

8.2 If you cancel after payment but before dispatch, we will refund the amount paid, less bank charges or cryptocurrency network fees and any costs we have already incurred for your order, such as private label materials, custom packaging or booked freight.

8.3 Orders cannot be cancelled after dispatch.

8.4 Refunds are made by the original payment method: bank refunds to the account that made the payment, and cryptocurrency refunds in the same coin, to the sending wallet or another wallet you confirm in writing, for the US dollar amount of the original payment.

9. Use of products and compliance

9.1 You are responsible for making sure the products, their labelling and their intended use comply with the laws of the country where they are imported, sold or used.

9.2 Mustard oil is supplied for export only and will not be delivered to addresses in the United States.

9.3 Product certifications such as Organic, Non-GMO Project Verified, Halal, Kosher, RSPO and ISCC PLUS apply only to the products and grades listed on the relevant certificate and stated on your invoice.

10. Warranty

10.1 We warrant that, when risk passes to you, the goods conform to the specification for the grade supplied.

10.2 EXCEPT AS STATED IN CLAUSE 10.1, AND TO THE FULLEST EXTENT PERMITTED BY LAW, WE MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. Limitation of liability

11.1 Our total liability for any claim relating to an order is limited to the price paid for the goods to which the claim relates.

11.2 We are not liable for loss of profit, loss of business, or any indirect, special or consequential loss.

11.3 Nothing in these terms limits liability that cannot be limited by law.

12. Force majeure

We are not liable for delay or failure to perform caused by events beyond our reasonable control, including natural disasters, extreme weather, crop failure, epidemics, war, sanctions, government action, strikes, port or transport disruption, and failures of banks, payment networks or blockchains. If such an event lasts more than 60 days, either party may cancel the affected order, and we will refund any amount paid for goods not dispatched, less costs already incurred.

13. Export controls and sanctions

We comply with US export control and sanctions laws. We do not ship to destinations, entities or persons subject to US sanctions or restrictions. By ordering, you confirm that you, your end customers and the destination are not subject to such restrictions, and you agree not to re-export the goods in breach of them.

14. Governing law and disputes

14.1 These terms and every order are governed by the laws of the State of Tennessee, United States, without regard to its conflict of laws rules.

14.2 The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.

14.3 The state and federal courts located in Davidson County, Tennessee, have exclusive jurisdiction over any dispute arising from these terms or any order, and both parties submit to their jurisdiction.

15. General

15.1 These terms, together with our quotation and invoice, form the entire agreement for each order.

15.2 If any provision is found invalid, the rest remain in force.

15.3 Notices may be given by email to the addresses used for the order.

15.4 We may update these terms from time to time. The version published on our website when we issue your pro forma invoice applies to that order.