DOWNEY WHOLESALE

WEBSITE TERMS OF SERVICE

Last Updated: September 25, 2025

1. Acceptance of Terms

These Website Terms of Service (“Terms”) govern your access to and use of the websites, online ordering portals, and any related digital services operated by Downey Wholesale (“Downey Wholesale,” “we,” “us,” or “our”), including [https://www.downeywholesale.com] and any subdomains (collectively, the “Site”).

By accessing, browsing, or using the Site, creating an account, placing an order, or otherwise interacting with our online services (collectively, the “Services”), you:

  • acknowledge that you have read and understood these Terms;
  • agree to be bound by these Terms; and
  • represent that you are acting for business/commercial purposes only, and are at least 18 years old and legally able to enter into binding contracts.

If you do not agree to these Terms, you must not use the Site or Services.

2. Business Use Only; Eligibility

The Site and Services are intended solely for business customers (B2B), such as convenience stores, markets, restaurants, resellers, and other commercial entities.

By using the Site or creating an account, you represent and warrant that:

  1. You are 18 years of age or older;
  2. You are using the Site solely for lawful commercial purposes; and
  3. If you act on behalf of a company, you are duly authorized to bind that entity to these Terms.

We do not knowingly engage in transactions with individuals who lack legal capacity or who use the Site for personal consumer purposes.

3. Changes to These Terms

We reserve the right to modify, update, or replace these Terms at any time in our sole discretion. Any changes will be posted on the Site with an updated “Last Updated” date.

  • Continued use of the Site or Services after changes are posted constitutes your acceptance of the revised Terms.
  • If you do not agree with the updated Terms, you must stop using the Site and Services.

4. Description of the Services

Downey Wholesale is a wholesale distribution company offering a curated catalog of products (including, but not limited to, grocery, beverages, snacks, household items, and automotive products) for purchase and scheduled delivery or pickup by eligible business customers.

Our Services may include:

  • online product catalog and search;
  • account creation and login;
  • online ordering and payments processed by third-party payment processors;
  • order status updates, delivery scheduling, and associated communications; and
  • customer service and related support.

We may modify, suspend, or discontinue any part of the Site or Services at any time, with or without notice.

5. Account Registration and Security

Certain features of the Site (including ordering) may require you to create an account (“Account”).

By registering, you agree that:

  1. All information you provide is true, accurate, current, and complete;
  2. You will promptly update your information when it changes;
  3. You are responsible for maintaining the confidentiality of your login credentials;
  4. You are fully responsible for all activities that occur under your Account; and
  5. You will promptly notify us of any unauthorized use of your Account or any security breach.

We may approve, deny, suspend, or terminate Accounts at any time, in our sole discretion, including for suspected fraud, misuse, or violation of these Terms.

All communications and orders submitted through your Account are deemed to be authorized by you or the business you represent. You agree not to dispute the validity of such communications solely on the basis that they were transmitted through your Account.

6. Ownership; Limited License; Restrictions on Use

Unless otherwise stated, all content and materials on the Site—including text, graphics, logos, icons, images, product data, software, and other materials (collectively, the “Content”)—are owned by Downey Wholesale or its licensors and are protected by copyright, trademark, and other intellectual property laws.

Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Site and Content solely for:

  • evaluating our products;
  • placing and managing wholesale orders; and
  • using the inherent functionality of the Site for your internal business purposes.

You may not:

  • copy, reproduce, modify, distribute, transmit, display, perform, publish, or create derivative works from the Site or Content, except as expressly allowed by us;
  • remove or alter any copyright, trademark, or proprietary rights notices on the Site or Content;
  • decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Site, except to the limited extent expressly permitted by applicable law;
  • use the Site to develop or support a competing product or service;
  • use automated tools (including robots, spiders, crawlers, or scrapers) to access, monitor, or copy the Site or Content;
  • use the Site in any way that violates any applicable law or regulation or these Terms.

All rights not expressly granted in these Terms are reserved by Downey Wholesale and its licensors.

7. Acceptable Use

You agree not to use the Site or Services to:

  • upload, post, transmit, or otherwise make available any content that is unlawful, harmful, abusive, defamatory, obscene, harassing, or otherwise objectionable;
  • infringe or violate the rights of any person or entity, including intellectual property, privacy, or publicity rights;
  • upload or transmit viruses, worms, malware, or other harmful code;
  • interfere with the proper operation of the Site or any networks connected to it;
  • attempt to gain unauthorized access to the Site, other accounts, or computer systems;
  • send bulk, unsolicited, or unauthorized commercial messages (“spam”); or
  • misrepresent your identity, your affiliation, or your authorization to act on behalf of a business.

We may, in our sole discretion and without notice, remove content, suspend access, or terminate Accounts for violations of this section.

8. Online Orders, Pricing, and Payment

8.1 Orders and Acceptance

All orders placed through the Site are offers to purchase products from Downey Wholesale. We may accept or reject any order, in whole or in part, in our sole discretion.

We may cancel or refuse orders for reasons including, but not limited to:

  • product unavailability or limited inventory;
  • errors in pricing, description, or product information;
  • issues with payment authorization or potential fraud;
  • failure to provide required licenses, permits, or resale documentation.

If your order is canceled after your payment method has been charged, we will issue a credit or refund for the applicable amount.

8.2 Pricing and Typographical Errors

All prices are subject to change without notice. We strive for accuracy but errors may occur.

  • If a product is listed at an incorrect price or with incorrect information due to typographical or system error, we reserve the right to cancel or refuse any order placed for the product at the incorrect price, whether or not the order has been confirmed or payment processed.
  • If your payment has already been processed and we cancel the order, we will issue a credit or refund for the incorrect amount.

8.3 Taxes and Required Documentation

You are responsible for all applicable taxes, fees, and regulatory charges arising from purchases made through the Site, except for taxes on our net income.

We may require valid resale certificates, tobacco licenses, or other regulatory documents for certain categories of products. Failure to provide requested documentation may result in order delays or cancellations.

8.4 Payment Processing

Payments made through the Site may be processed by third-party payment providers. By submitting payment information, you represent and warrant that:

  • all payment information is accurate, current, and authorized;
  • you are authorized to use the payment method; and
  • charges incurred will be honored by your payment provider.

We may place temporary authorization holds and are not responsible for any fees or delays imposed by your bank or card issuer.

9. Shipping, Delivery, and Service Area

Downey Wholesale provides delivery only to eligible addresses within our defined service areas, which may be limited to certain regions or ZIP codes.

We may offer delivery windows for orders; however, all delivery times are estimates only. Delays may occur due to traffic, weather, operational issues, or other factors beyond our control. We are not liable for losses or damages resulting from delivery delays.

We reserve the right to:

  • refuse delivery to any address we determine is unsafe or outside our service area;
  • impose order minimums or delivery fees;
  • modify available delivery days and times.

10. Returns, Credits, and Cancellations

Our detailed Return & Refund Policy is set out in a separate document on the Site and is incorporated by reference into these Terms.

In general:

  • returns may be limited or restricted by product category (for example, certain regulated or perishable items may not be returnable except for damage or our error);
  • returns may be subject to restocking fees, minimums, and time limits;
  • order cancellations may only be permitted prior to processing, picking, or shipment.

If there is any inconsistency between these Terms and the posted Return & Refund Policy, the specific Return & Refund Policy controls for return-related issues.

11. SMS, Email, and Electronic Communications

11.1 Consent to Electronic Communications

By creating an Account, placing orders, or providing your contact information, you agree that we may send you emails, SMS/text messages, and other electronic communications relating to:

  • orders, deliveries, and account activity;
  • operational notices and changes to policies;
  • service updates and customer support.

You may not opt out of communications that are necessary for order processing, safety, or legal notices.

11.2 SMS Terms

If you consent to receive SMS/text messages from Downey Wholesale:

  • Message frequency may vary based on your activity and preferences.
  • Your carrier’s message and data rates may apply.
  • You may opt out at any time by replying “STOP” to a Downey Wholesale text message.
  • For help, reply “HELP” or contact us at [support@downeywholesale.com] or Contact Us – Downey.

Phone numbers and SMS consent information are not sold or shared with third parties for their own marketing purposes.

12. User Content; License; Feedback

12.1 User Content

If you submit, upload, or provide any documents, information, data, reviews, or other content via the Site (“User Content”), you:

  • represent and warrant that you have all rights necessary to provide the User Content;
  • represent and warrant that the User Content does not infringe any third-party rights or violate any law; and
  • remain solely responsible for the User Content.

You grant Downey Wholesale a non-exclusive, worldwide, royalty-free license to use, host, store, reproduce, modify, and display the User Content solely as necessary to operate the Site and Services and to fulfill your requests.

We may also create aggregated and de-identified data derived from your use of the Site and User Content (“Aggregated Data”) and may use such Aggregated Data for analytics, operations, and business purposes, provided that it does not identify you or any individual.

12.2 Feedback

If you provide suggestions, comments, or ideas about the Site, our Services, or products (“Feedback”), you agree that:

  • Feedback is provided voluntarily and without expectation of compensation;
  • we may use, incorporate, or act on Feedback for any lawful purpose; and
  • you grant us a perpetual, irrevocable, worldwide, royalty-free license to use the Feedback in connection with our business.

13. Intellectual Property Infringement (DMCA Notice)

If you believe that any content on the Site infringes your copyright, you may submit a notice pursuant to the Digital Millennium Copyright Act (“DMCA”) to our designated agent:

Downey Wholesale – DMCA Agent
Email: [legal@downeywholesale.com]

Your notice must include all information required under 17 U.S.C. § 512(c)(3), including:

  1. a physical or electronic signature of the copyright owner or authorized agent;
  2. identification of the copyrighted work claimed to have been infringed;
  3. identification of the allegedly infringing material and information sufficient to locate it on the Site;
  4. your contact information;
  5. a statement that you have a good-faith belief that use of the material is not authorized by the copyright owner, its agent, or the law; and
  6. a statement that the information in the notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

14. Third-Party Sites and Services

The Site may contain links to third-party websites, services, or resources. These are provided for convenience only.

  • We do not control, endorse, or assume responsibility for any third-party sites, content, products, or services.
  • If you access third-party sites, you do so at your own risk and subject to their terms and policies.

15. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SITE, SERVICES, CONTENT, AND ALL PRODUCTS OFFERED THROUGH THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

WITHOUT LIMITING THE FOREGOING, DOWNEY WHOLESALE DISCLAIMS ALL IMPLIED WARRANTIES OF:

  • MERCHANTABILITY;
  • FITNESS FOR A PARTICULAR PURPOSE;
  • NON-INFRINGEMENT;
  • TITLE; AND
  • QUIET ENJOYMENT.

We do not warrant that:

  • the Site or Services will be uninterrupted, error-free, secure, or free of viruses;
  • any defects will be corrected; or
  • the information on the Site is accurate, complete, or current.

You assume all risk arising from your use of the Site, Services, and products.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL DOWNEY WHOLESALE, ITS OWNERS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY:

  • INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES;
  • LOSS OF PROFITS, REVENUE, BUSINESS, OR GOODWILL;
  • LOSS OR CORRUPTION OF DATA; OR
  • BUSINESS INTERRUPTION,

ARISING OUT OF OR RELATING TO YOUR USE OF OR INABILITY TO USE THE SITE, SERVICES, OR PRODUCTS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DOWNEY WHOLESALE’S TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, SERVICES, OR PRODUCTS SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO DOWNEY WHOLESALE FOR THE ORDER GIVING RISE TO THE CLAIM OR ONE THOUSAND DOLLARS (USD $1,000), WHICHEVER IS LESS.

Some jurisdictions do not allow certain limitations of liability; in such jurisdictions, the above limitations will apply to the fullest extent permitted by law.

17. Indemnification

You agree to indemnify, defend, and hold harmless Downey Wholesale and its owners, officers, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to:

  • your use of the Site, Services, or products;
  • any violation of these Terms or applicable law;
  • any User Content you submit; or
  • any activity occurring under your Account.

We may, at our expense, assume the exclusive defense and control of any matter subject to indemnification, and you agree to cooperate with such defense.

18. Governing Law; Dispute Resolution; Arbitration

18.1 Governing Law

These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws rules.

18.2 Mandatory Arbitration and Class Action Waiver

Except as otherwise provided in this Section, any dispute, claim, or controversy arising out of or relating to these Terms, the Site, the Services, or any products purchased from Downey Wholesale (collectively, “Disputes”) shall be resolved exclusively by binding arbitration.

  • The arbitration shall be conducted before a single, neutral arbitrator, in a fair and impartial manner.
  • The arbitration shall be conducted in Los Angeles, California, or another location mutually agreed upon, or by remote/virtual means where permitted.
  • The arbitration shall follow procedures designed to provide a fair but efficient resolution, including reasonable discovery, an opportunity to present evidence and arguments, and a written decision by the arbitrator.

YOU AND DOWNEY WHOLESALE AGREE THAT:

  • ARBITRATION SHALL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS;
  • YOU EXPRESSLY WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS, REPRESENTATIVE, OR COLLECTIVE ACTION; AND
  • THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MULTIPLE PARTIES.

You and Downey Wholesale each retain the right to:

  • seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, or other proprietary rights; and
  • bring qualifying claims in small claims court.

If any portion of this arbitration requirement is found unenforceable, the unenforceable portion shall be severed, and the remaining provisions shall remain in full force and effect, except that the class action waiver shall not be severed.

19. California Proposition 65 and Consumer Notices

Certain products sold by Downey Wholesale may contain chemicals known to the State of California to cause cancer, birth defects, or other reproductive harm. Where required, we will provide appropriate Proposition 65 warnings in connection with applicable products. For more information, visit www.P65Warnings.ca.gov.

If you are a California resident and have a complaint regarding the Site, you may contact:

  • California Department of Consumer Affairs, Consumer Information Center
    1625 North Market Blvd, Suite N 112
    Sacramento, CA 95834
    Phone: (800) 952-5210

20. Miscellaneous

  • Entire Agreement. These Terms, together with any additional policies posted on the Site (including the Privacy Policy and Return & Refund Policy), constitute the entire agreement between you and Downey Wholesale regarding the Site and Services.
  • Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force.
  • No Waiver. Any failure by Downey Wholesale to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
  • Assignment. You may not assign or transfer your rights or obligations under these Terms without our prior written consent. We may assign or transfer our rights and obligations without restriction.