WHEREAS, HarvestOrder is a brand of DG ENTERPRISES LLC (“HarvestOrder”).
You should review this Agreement frequently for any changes. If you do not wish to be bound by this Agreement, you may not use the HarvestOrder Marketplace Platform or Services.
The following terms are defined for use in this Unified User Agreement, and their meaning in this Agreement is limited to the given definition.
"Buyer" means an individual or entity that creates a Buyer account on the HarvestOrder Marketplace Platform.
"Default Sale Terms" means the set of default terms and conditions set forth in Exhibit A of this Agreement, which govern the relationship between a Buyer and Seller unless otherwise stated in Seller's Special Terms of Sale.
"Information" means any confidential and/or personally identifiable information or other information related to an account or User, including but not limited to the following: name, email address, billing/shipping address, phone number and financial information.
"HarvestOrder," "we," "us," and "our": These terms all refer to HarvestOrder, a brand of DG Enterprises.
"HarvestOrder Services" means all our products and services and any other features, technologies and/or functionalities offered by us on our Marketplace Platform, by telephone (including support services) or through any other means.
“Product” shall include fresh fruits, fresh vegetables, meats, cheeses, and other food and beverage products sold through the platform.
“Request” means the request of a Seller to purchase Product.
“SALE” means the transaction under which a Buyer may accept the offers of a Seller for Product.
"Seller" means an individual or entity that creates a Seller account on the HarvestOrder Marketplace Platform.
"Special Terms of Sale" means a Seller's own terms of sale which modify and/or supplement the Default Sale Terms set forth in Exhibit A
"You," "your," and "User": These terms refer to the individual or entity using the HarvestOrder Marketplace Platform, whether as a Buyer, Seller, or otherwise.
Exhibit A describes the Buyers usage Guidelines and Exhibit B describes the Sellers Usage Guidelines to engage in commerce on the HarvestOrder Marketplace Platform.
Unless otherwise specified, you may view and download the products on this Marketplace Platform for your commercial purposes, provided that you retain all copyright and other proprietary notices contained in the original materials on any copies of the materials. You may not modify the products on this Marketplace Platform in any way or reproduce or publicly display, perform, post, transmit, distribute or otherwise use them for any public or commercial purpose. HarvestOrder reserves all rights to its copyrights, trademarks and other intellectual property.
Any software that may be downloaded from the Marketplace Platform is licensed subject to the terms of the applicable license agreements. Except for rights granted pursuant to such license agreements, HarvestOrder and its licensors reserve all intellectual property rights, title and interest in such software.
The Marketplace Platform contains information concerning various third parties (often referred to as "partners") who offer other products or services. This information is provided for your convenience only. HarvestOrder is not responsible for and does not warrant any third party product or service or the accuracy of any description.
Information on this Marketplace Platform may contain factual inaccuracies or typographical errors or be incomplete or out of date. Information may be changed or updated without notice. HarvestOrder may make changes and/or improvements in the Services described on its Marketplace Platform at any time without notice. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN A WRITTEN AGREEMENT BETWEEN YOU AND HarvestOrder, ALL PRODUCTS PROVIDED ON ITS MARKETPLACE PLATFORM IS PROVIDED AS IS AND AS AVAILABLE. WE MAKE ABSOLUTELY NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY. WE SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE ALSO DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE ACCESS TO OUR SITE OR SERVICES, AND HEREBY NOTIFY USERS THAT OPERATION OF THE SITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF OUR CONTROL.
IN NO EVENT SHALL HarvestOrder , ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE HarvestOrder MARKETPLACE PLATFORM, WITH THE DELAY OR INABILITY TO USE THE HarvestOrder MARKETPLACE PLATFORM OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF HarvestOrder HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
HarvestOrder provides a platform for Buyers and Suppliers to conduct commerce and does not get involved in transactions. In the event that you have a dispute with one or more transaction participants, you have agreed to release us (and our agents and employees) from claims, demands and damages (actual, consequential and punitive) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the use of the HarvestOrder Marketplace Platform or such disputes. You waive the provisions of any state, province, or country law limiting or prohibiting a general release.
You are prohibited from posting or transmitting to or from the Marketplace Platform any unlawful, threatening, libelous, defamatory, obscene, pornographic, confidential or other material that would violate any law, including without limitation, copyright, trademark, trade secret, or any rights of third parties including any content that violates community standards. HarvestOrder may, but is not obligated to, monitor or review any areas on this Marketplace Platform where users transmit or post communications.
Buyers and Suppliers agree not to communicate via the messaging system, their email address or other form of communication intended to take a transaction or other business that was initiated via HarvestOrder to other channels outside of HarvestOrder . The supplier or buyer found to be initiating this type of messaging will be considered in breach of these Terms and further action may be taken by HarvestOrder . For clarity, once a transaction is initiated on the Marketplace Platform, it is a breach of this Agreement for a Buyer or Supplier to circumvent the terms and conditions of the Marketplace Platform by contacting each other outside of the Marketplace Platform to consummate the transaction
HarvestOrder will have no liability for the content of any communications, whether or not arising under the laws of copyright, trademark, trade secret, libel, privacy, obscenity or otherwise.
HarvestOrder and its administrators and moderators reserve all rights to remove any information deemed off-topic, unlawful, threatening, libelous, defamatory, obscene, pornographic, confidential or other material that would violate any law, including without limitation, copyright, trademark, trade secret, or any rights of third parties including any content that violates community standards. HarvestOrder and its administrators and moderators also reserve all rights to block or otherwise expel any user who is deemed to have violated these terms including IP addresses or ranges of IP addresses at the discretion of HarvestOrder administrators and moderators. HarvestOrder may also prohibit users from utilizing this Marketplace Platform if these users are in certain jurisdictions that are considered state sponsors of terrorism.
In addition, your use of the HarvestOrder Marketplace Platform represents your agreement that you shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Marketplace Platform, and that your quoting and purchasing of products and services and your posting and retrieval of information (including without limitation those governing, unfair competition, antitrust, and false advertising). You also acknowledge that we have an express policy of complying with all applicable laws, including but not limited to antitrust laws, and that the operation of the Marketplace Platform is not intended to facilitate collusion or other illegal agreements among competitors. To further that end, you represent and warrant to us that you do not intend to use the Marketplace Platform in violation of any antitrust laws and will not knowingly act as a conduit or intermediary for price-fixing or any other anti-competitive activities. You are also responsible for paying all applicable fees, duties and taxes you may incur as a result of conducting business via the Marketplace Platform.
HarvestOrder owns and retains all rights to this Marketplace Platform, and all content and materials contained on this Marketplace Platform. You acknowledge and agree that this Marketplace Platform and the content and materials on this Marketplace Platform are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. Except as expressly authorized by HarvestOrder, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from the content or materials on this Marketplace Platform. Use of the content or materials on this Marketplace Platform for any purpose not expressly permitted in this Agreement is prohibited.
When using this Marketplace Platform you must obey all applicable federal, state and local laws. Any use of this Marketplace Platform that violates any applicable laws will be grounds for discontinuing your rights to this Marketplace Platform. This Marketplace Platform was created and will be operated from the State of New York
You are prohibited from utilizing this Marketplace Platform for any illegal or unauthorized purpose or contrary to HarvestOrder 's policies and procedures (as published on the Marketplace Platform periodically), including but not limited to the following:
You may not engage in any activity designed to impede the use of the HarvestOrder Marketplace Platform by other Users. You are prohibited from engaging in any activity that jams this Marketplace Platform, including, without limitation, overloading and flooding;
Prohibited Actions. In connection with your use of our Marketplace Platform, your account, or HarvestOrder Services, or in the course of your interactions with HarvestOrder , other Users, or third-parties, you will not:
If we have reason to believe you have engaged in any Prohibited Actions, in addition to our termination rights and all other remedies we may have under this Agreement, we may take various actions which may include but are not limited to the following:
You may not use any device, software or routine to interfere or attempt to interfere with the proper working of this Marketplace Platform or any transaction conducted on our Marketplace Platform. You may not take any action which imposes an unreasonable or disproportionately large load on our infrastructure. You may not disclose or share your password with any third-parties or use your password for any unauthorized purpose. You agree that you will not use any device, software or routine to interfere with the proper working of the Marketplace Platform.
The use of the HarvestOrder Marketplace Platform may be subject to limitations, delays and other problems inherent in the use of the Internet and electronic communications (including but not limited to circumstances such as: acts of sabotage, embargo, war, closing by governmental authorities, strikes, interruptions of telecommunications, floods, lightning, fire, earthquakes, viruses or other electronic impediments, or intentional or accidental errors committed by Users). Users acknowledge that HarvestOrder is not responsible for any delays, failures or other damage resulting from such limitations and that while every effort is made to provide industry standard uptimes of its, this is not guaranteed and furthermore HarvestOrder reserves to the right to interrupt service for scheduled or unscheduled maintenance or to fix bugs and errors as they occur.
You and HarvestOrder desire to facilitate certain transactions pursuant to this Agreement by exchanging documents, records and signatures electronically or by utilizing electronic agents. The use of electronic facilities or agents shall be in accordance with procedures established by HarvestOrder and governed by the applicable provisions of the Uniform Electronic Transactions Act as adopted in the State of New York.
This Agreement constitutes the entire agreement between you and HarvestOrder with respect to the Marketplace Platform and HarvestOrder Services and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and HarvestOrder with respect to the Marketplace Platform and HarvestOrder Services, including without limitation all prior versions of this document referred to as "Terms and Conditions of Use of HarvestOrder Marketplace Platform." If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
If a dispute arises between you and HarvestOrder, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. Disputes between you and HarvestOrder regarding HarvestOrder Services may be reported to Customer Service online through by [email protected]
This Agreement shall be governed the laws of the state of New York. Each User expressly agrees that the exclusive jurisdiction for any claim or action involving HarvestOrder which arises out of or relates to this Agreement or use of the Marketplace Platform or HarvestOrder Services shall be filed in New Westchester County, New York, and you further agree and submit to the exercise of personal jurisdiction for the purpose of litigation of any such claim or action.
You shall provide any required notice to us by [email protected] shall provide any notices to you by e-mail to the e-mail address you provided during your registration. Notice shall be deemed given 24 hours after the e-mail is sent, unless the sending party receives notice that the email has not been delivered (for reasons beyond the control of the recipient).
When you agree to use any HarvestOrder Services, or send emails to us, you are communicating that you consent to receive communications from us. We will communicate with you by email, fax or by posting notices on this site or through other HarvestOrder Services. You agree that all agreements, notices, disclosures and other communications that we provide to you satisfy any legal requirement that such communications be in writing.
Unless another due date is provided herein, any payment due to HarvestOrder (by Buyer or Seller) must be paid within the payment period as appears on the invoice. Any amounts not paid when due shall be subject to a late payment fee of $25 per invoice and HarvestOrder 's cost of collection (including reasonable legal fees and costs) and shall accrue interest at a rate equal to (i) 1.5 percent per month or (ii) the highest rate permitted under applicable law, on the unpaid balance, commencing on the due date. In addition, if any amount due to HarvestOrder is not paid by the Due Date, HarvestOrder may, at its sole discretion, terminate or suspend the non-paying User's account and/or withhold from the User further HarvestOrder Services until such time as full payment is made. Notwithstanding any such cessation or suspension of HarvestOrder Services, the User shall continue to be obligated under this Agreement to pay the remaining balance due to HarvestOrder plus accrued interest.
Copyright Infringement Notice
Pursuant to Title 17, United States Code, Section 512(C)(2), notifications of claimed copyright infringement should be sent to HarvestOrder 's Designated Agent. For more information, contact:
c/o DG Enterprises
2470 Santo Domingo Place, Box 201
Dulles, VA 20189
Transportation And Freight Insurance Services:In some cases, HarvestOrder aggregates Seller transportation needs and provides a transportation management system(s) to allow proper tracking of a shipment from point of origin to point of final destination. This is enabled via the HarvestOrder marketplace platform. HarvestOrder does this in partnership with multiple carriers and third party logistics providers giving it the ability to book less-than-truckload, full truckload and specialized trucks for shipments facilitated through the HarvestOrder platform throughout the USA. Freight rates are negotiated by HarvestOrder on behalf of its network of Sellers and books shipments through technology solutions at its disposal. A freight rate, which may be fixed or variable depending on multiple criteria, is added to the FOB value which a Seller quotes on the platform
A Buyer may choose alternate modes of transportation should they have the ability to book and track shipments on their own. In this case, the Seller’s FOB value would be the quoted delivered price and the Buyer would be responsible for picking up at the designated origin location in coordination with HarvestOrder ’s support desks and the food hub handling the shipment. The buyer takes custody and ownership of the inventory at time of pick up at the designated origin location.
Through the quick payment and financing facility, Buyer will have the ability to pay its sellers in a short period of time; hence, allowing Sellers to enhance their cash flow and being more interested in prioritizing Buyer orders through the HarvestOrder marketplace platform than from other clients sourced through other marketing mechanisms.
Transportation And Freight Insurance Services:HarvestOrder aggregates Seller transportation needs and provides a transportation management system(s) to allow proper tracking of a shipment from point of origin to point of final destination. HarvestOrder does this in partnership with multiple carriers and third party logistics providers giving it the ability to book less-than-truckload, full truckload and specialized trucks for shipments facilitated through the HarvestOrder platform throughout the USA. Freight rates are negotiated by HarvestOrder on behalf of its network of sellers and books shipments through technology solutions at its disposal. A freight rate, which may be fixed or variable depending on multiple criteria, is added to the FOB value which a seller quotes on the platform. The delivered price at the Buyer’s destination is calculated by adding the FOB value by the seller at the shipment’s origin location, generally a designated food hub close to farms, and the freight rate for the given lane which takes into consideration weight, number of pallets, pallet size(s), type(s) of product, distance between origin and destination locations, accessories and additional services needed to complete a shipment. HarvestOrder , in collaboration with its logistics partners, books, tracks and assures delivery of every shipment it is asked to facilitate.
A Seller may choose alternate modes of transportation should they have the ability to book and track shipments on their own. In this case, the Seller’s FOB value would be the quoted delivered price and the seller would be responsible for ensuring picking up at the designated origin location in coordination with HarvestOrder ’s support desks and the Food Hub handling the shipment. The Seller will need to coordinate with buyer and/or transportation carriers.
Quick Payment and Financing Services:HarvestOrder understands and strives to enable farmers ability to trade effectively through its marketplace platform. In order to do this, it has entered into strategic partnerships with a number of quick payment and financing companies that will facilitate instant or 5-7 day payment terms for Sellers and will extend credit to Buyers placing orders through the HarvestOrder marketplace platform. A Buyer agreeing to take advantage of this facility, will be responsible to pay the financing entity that chooses to underwrite them. Upon registration, a Buyer will need to select whether they would want to pay their Sellers quickly and receive financing through HarvestOrder ’s partners; or, pay through their normal mechanisms.
Through the quick payment and financing facility, seller will have the option to receive instant.