Terms of Service Sellers

1. Overview

Thank you for your interest in becoming a seller on the Nutmeg wholesale online marketplace, accessible through its websites (collectively, the “Site”) and mobile applications (collectively, the “Application”) (together, the “Services”). Throughout these Seller Terms of Service (“Seller Terms”), the terms “,” “us,” and/or “we” refer to Nutmeg, Inc. The terms “you” and/or “your” refer to you as a user of the Services as a Seller. These Seller Terms, along with Nutmeg’s Terms of Use (“General Terms”) and Privacy Policy, govern your sale of products as a Seller through the Services. These Seller Terms reference and link to various Nutmeg policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Seller Terms. You hereby acknowledge and agree to the set forth below. Capitalized terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Seller Terms, the word “include” or “including” means “including, but not limited to”.

2. Key Definitions

“Seller” means a seller (Seller, supplier or distributor) of foods and beverages who offers to sell and/or sells its products to Buyers (Retailers or Restaurants) through the Services. The term “Seller” also includes “Distributor” as defined below.
“Distributor” means a seller who offers to sell and/or sells a third party Seller’s products to Buyers on the Services under express, valid and continuous authorization from such third party Seller.
“Buyer” means a retailer or restaurant buyer who purchases products through the Services for the purpose of resale.

3. Account Registration – Seller Account

Seller Account. To sell products through the Services as a Seller, you must submit an application to become a Seller and be approved by Nutmeg for an account (“Seller Account”), as further set forth in the General Terms. By accepting these Seller Terms of Service and providing the requested information (including any necessary documentation evidencing product compliance and safety, and if you are a Distributor, proof that you have the necessary rights from applicable third party Nutmegs whose products you seek to distribute on the Services) during the Seller application process (as detailed in the General Terms), you authorize Nutmeg and its affiliates and payment processors to settle and disburse funds to you and on your behalf, and on behalf of any third party Sellers whose products you seek to distribute on the Services. Nutmeg will use good faith efforts to review your application to become a Seller as soon as possible. You acknowledge that Nutmeg is only able to accept a limited number of Sellers at any given time, and that Nutmeg is not obligated to accept you as a Seller. You hereby release Nutmeg from any liability regarding the acceptance process.
Wholesale Relationships. Nutmeg understands that Sellers have sales representatives in certain territories. If you have such sales representatives, Nutmeg will work with you to block off certain geographical areas where your sales representatives are located so that you do not receive orders from those geographical areas. To initiate geographical blocking, you will need to email us at Nutmeg Info.
Distributors. If you intend to distribute a third party Seller’s products on the Services, you must obtain express written consent from the applicable third party Seller. Such consent must include all relevant third party Seller details (including, without limitation, Seller name, products to be sold, and relevant contact information), all of which Nutmeg requires for legal and quality purposes. As a Distributor, you acknowledge and agree that a third party Seller may in its discretion choose to list its products directly on the Services, in which case the relevant products would be removed from your listing as a Distributor.

4. Onboarding

Shop Page. Each Seller has its own dedicated store page on the Site featuring its products (including descriptions and other pertinent information) (“Shop Page”). Nutmeg will create and design your Shop Page with the information you provide (or you may do so yourself if certain self-onboarding features are available in our discretion, except that such self-onboarding features do not apply to Distributors unless otherwise authorized by Nutmeg in writing in its sole discretion). You agree that Nutmeg may adjust, edit or remove Content you submit in order to comply with Nutmeg’s internal specifications and requirements. Nutmeg reserves the right to approve the final look and feel of your Shop Page in its sole discretion. To have Nutmeg create your Shop Page, you must provide a typeform sheet, high resolution photography (product) and your minimum order number, all described below. Nutmeg may ask for additional information as needed. As soon as your Shop Page is created, Nutmeg will send you an activation email.
Typeform Sheet. As part of the onboarding process, you are required and agree to submit to Nutmeg a typeform sheet of your entire and complete wholesale product catalog containing the following information: (i) product name; (ii) product description; (iii) product variations; (iv) case size; (v) wholesale price; (vi) minimum order quantity; (vii) whether products are active or inactive; (vii) shipping address where orders are fulfilled from; (viii) email address for orders to go to; and (ix) agree to 5% commission fee on the sale. The typeform sheet must be filled in.
High-Resolution Photographs. You are required and agree to provide high-resolution photographs of your products if not available on your website. Photographs that could reasonably be considered objectionable, profane, indecent, threatening, embarrassing, hateful or otherwise inappropriate are prohibited. You shall submit all photographs as indicated by Nutmeg, and Nutmeg will select the best quality and most appropriate photographs for your Shop Page. Nutmeg reserves the right to reject content that violates Nutmeg’s guidelines or these Seller Terms.
Order Minimum Value. You may set minimum order quantities for your products. You agree to provide Nutmeg with your order minimum value (together, an “Order Minimum Value”), which will be displayed on your Shop Page. If not provided, your Order Minimum Value will default to $100.
Shipping Lead Time. You must set your typical shipping lead time, which should be an accurate estimation of your actual lead times and which you should use all reasonable efforts to meet. Nutmeg reserves the right to adjust the shipping lead time, based on actual historical lead times. The lead time you set will be displayed on your Shop Page for the purpose of informing Buyers, who may rely on it when making a purchase. You must also enter an expected shipping date once orders are placed in order to approve/accept the order. If not provided, your default Shipping Lead Time will be set to 1-3 days to account for weekends. You may edit your lead time in your Seller Account settings.

5. Content License, Representations and Warranties

License. In connection with your use of the Services, you hereby grant to Nutmeg a worldwide, perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use, view, copy, adapt, modify, distribute, publicly display and publicly perform (through any means necessary) your Content on, through or by means of the Services and any of Nutmeg’s advertising, marketing, publicity and other initiatives and events. Nutmeg does not claim any ownership rights in any of your Content and nothing in these Seller Terms will be deemed to restrict any rights that you may have to use and exploit your Content. You hereby agree that Nutmeg may at its option, grant a limited, revocable sublicense to Buyers to use your Content on their website for the sole purpose of promoting products purchased from you through the Services.
Representations and Warranties. You acknowledge and agree that you are solely responsible for all Content that you make available through the Services. Accordingly, you represent and warrant that: (i) you are either the sole and exclusive owner of the Content that you make available through the Services or you have all rights, licenses, consents and releases necessary to grant to Nutmeg the rights in such Content as contemplated under these Terms (including, without limitation, all rights, licenses, consents and releases from applicable third party Sellers if you are a Distributor); and (ii) neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or the use by Nutmeg or a Buyer of the Content (or any portion thereof) on, through or by means of the Services or social media platforms will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain inaccurate, misleading, libelous, misleading or otherwise unlawful, abusive, harassing or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services, or result in the violation of any applicable law or regulation. You agree that you will not use a false e-mail address, pretend to be someone other than yourself or otherwise mislead us or third parties as to the origin of any posts. You are solely responsible for any Content you provide and its accuracy. Nutmeg takes no responsibility and assumes no liability, and you hereby release Nutmeg from any such liability related to any Content posted or otherwise made available by you, and you agree to indemnify Nutmeg per the terms of the Indemnification section herein.

6. Product Listing and Compliance

Product Listing. Nutmeg requires each Seller to list their wholesale catalog, and provide a description for each product. Nutmeg reserves the right to accept or reject any products and has final discretion as to the content of the final Shop Page. Seller’s available products will at all times comply with Nutmeg’s guidelines regarding prohibited products.
Product and Content Compliance. All products made available on Nutmeg, and related Content, must meet: (i) refrain from making available any prohibited products; (ii) comply with all applicable laws, rules and regulations, including safety, labeling, testing, warning, import/export and other consumer protection law requirements; (iii) not infringe upon or misappropriate the intellectual property, publicity or other rights of others; (iv) not provide any false, inaccurate or misleading information about your products; and (v) ensure that you have all necessary rights, licenses, permissions and consents to offer for sale and sell the products through the Services, including (a) that they are allowed to be sold from your jurisdiction and into the Buyer’s jurisdiction and (b) if you are a Distributor, that you are properly authorized to do so by the applicable third party Seller(s). You acknowledge and agree that Nutmeg is not responsible for determining whether you meet the above requirements, you hereby release Nutmeg from any liability with respect thereto and agree to indemnify Nutmeg as set forth in the Indemnification section set forth below. Failure to comply with Nutmegs Products Guidelines may result in the temporary suspension or permanent termination of your Seller Account, in our sole discretion.

7. Product Pricing

Pricing Consistency. You acknowledge and agree that your prices on your Shop Page will be consistent with all other wholesale and retail channels where your products can be found in the applicable region.
Price Audits. You acknowledge and agree that Nutmeg may perform routine price and content audits of the products listed on your Shop Page. That includes reviewing for wholesale and retail price consistency between your sites, and reviewing discrepancies that are communicated to us from Buyers. In the event a discrepancy is found, Nutmeg may reach out to you and require certain action be taken to resolve the issue. If you fail to properly and/or timely respond to the discrepancy, Nutmeg reserves the right to temporarily suspend or permanently terminate your Seller Account.

8. Title, Returns, Promotions

1. Flash Title. With respect to Sellers located in the United States, as soon as you accept an order from a Buyer located in the United States, title to the product(s) in the order passes to Nutmeg before passing to the Buyer. If the Buyer cancels the order prior to you shipping the order, or if the Buyer cancels the order because you have delayed shipping the order past the expected shipping date, then title passes back to you.
2. First Orders with a Seller. Nutmeg offers free returns on the first order placed with any Seller. From the date the order is placed, a Buyer has a limited period of time to return the product for a full refund. Any additional orders (reorders) from a Seller are not eligible for return unless otherwise determined by Nutmeg in its sole discretion. However the Seller takes on this return risk, as returned items will be deducted from your payout for the order.

Returns. Please refer to the Nutmeg Buyer Return Policy

9. Commissions, Placement Fees, and Payout Schedule

Acceptance of Terms. By accepting these Seller Terms, you acknowledge and agree to the commissions, fees, calculations and payout schedule set forth below. You agree and authorize Nutmeg and/or its payment processors to deduct all commissions and fees due and owing from your payout amount, and to settle and transfer funds to your bank account. If you are a Distributor, you acknowledge and agree that you have the power and authority to agree to the foregoing with respect to all third party Sellers whose products you distribute on the Services.
Percentage. Unless otherwise agreed by Nutmeg in writing, Nutmeg charges Sellers a commission (the “Commission”) of 5% on all orders.
Calculation. Commissions are calculated based on the dollar amount of the order total, excluding shipping costs. Any items that a Buyer marks as damaged or missing are deducted from the payout of the order (Nutmeg does not receive a commission on these items). If you send a replacement for a damaged or missing item, Nutmeg will pay you for the invoice value of the replacement item.
Payout Schedule. Nutmeg currently offers a 15 day payout for U.S.-based Sellers, amounts owed will be transferred to your chosen bank account 15 days from the date the shipment has been scanned by your shipping provider and is in transit. There are no fees with ACH Net 15. You acknowledge and agree that you are not entitled to any interest or other compensation associated with this type of account. It is anticipated that funds for either payout account will appear within 1 to 2 business days of being processed. Nutmeg is not responsible for any actions taken by your bank that may result in some or all of the funds not being made available to you. Nutmeg reserves the right to suspend payouts to your bank account due to pending disputes, excessive chargebacks or refunds and/or other improper or illegal activity.

In addition, as set forth below, Nutmeg will reimburse you for your shipping costs.

10. Shipping – Costs, Lead Times, Shipping Providers, Damaged Products

Shipping Costs. Sellers have the option to use “Ship with Nutmeg” for Nutmeg negotiated discounted shipping rates. Nutmeg reimburses Sellers only for shipping costs incurred by Seller if Seller chooses to ship on its own account and not with Nutmeg. Shipping costs will appear on a Buyer’s invoice and shall reflect the actual shipping costs incurred by the Seller. Shipping costs may not be inflated in any way. For the avoidance of doubt, Nutmeg is not responsible for handling transport or customs clearance of any Seller products.
Tracking Number. You will be asked by Nutmeg for, and you agree to provide, within your account, tracking information for each order. If an order is shipped in multiple packages, you agree to provide tracking numbers for each package. When you input the tracking number(s), Nutmeg will automatically send an email to the Buyer letting them know the order is on its way. Although not required, Nutmeg recommends that you require a signature for your shipments to ensure delivery and provide evidence that an order was in fact received.
Damaged or Missing Products. Buyers are responsible for reaching out to you through the Contact Us link to try to resolve issues relating to damaged or missing items in an order. Nutmeg will notify you if a Buyer reports to Nutmeg directly that a product is damaged or if an order is missing items. Nutmeg will pass along any photographs of any damaged item or of the order as a whole that it receives. You acknowledge and agree that you alone are responsible for resolving the issue, including making a claim with your shipping provider, and you hereby release Nutmeg from any liability with regard thereto. Nutmeg reserves the right to deduct payouts or charge the bank account associated with your account related to items that are reported as damaged or missing. You have the right to dispute the charge with Nutmeg but we reserve the right to reject any dispute/claim created by you about the charge.
Shipping Insurance. Nutmeg does not require you to purchase shipping insurance.

11. Inventory, Orders, Recalled Products

Inventory. You agree to keep sufficient inventory on hand for products advertised as being available, and to keep inventory numbers current. You agree to promptly remove any products that are discontinued or are out of stock through your Seller Account portal. It is your responsibility to keep your product catalog current and up-to-date based on availability (whether items are back-ordered or discontinued).
Orders. Nutmeg will send you an email each time a Buyer places an order for your products. Your Seller Account will also be updated with new order details. You will be able to review the order details, edit inventory availability and accept or cancel the order. You must accept or cancel an order within 2 business days of receiving the email notifying you of the order. If you cancel an order, you will be asked to provide a reason for not being able to fulfill the order. Consistent order cancelation may result in the temporary suspension or permanent termination of your Seller Account, in our sole discretion.
Right to Refuse. You have the right to refuse any order by a Buyer for any reason. Consistent refusal may impact your visibility and search placement within the website to Buyers.
Recalled Products. You agree to immediately inform Nutmeg if any of your products have been recalled, giving at least the following information: (i) product name; (ii) SKU number or other identifying number; (iii) number of units sold to Buyers; (iv) purpose of recall; and (v) any other information necessary so that the products may be properly and quickly recalled.
No Circumvention. Once an order has been placed through your Shop Page by a Buyer, you agree that you will fulfill all orders placed by such Buyer through the Services. You further agree to not influence Buyers to transact offline outside of the Services in any manner, or otherwise circumvent Nutmeg’s process in order to transact orders with Buyers who were introduced to you through the Services offline or outside of the Services in any manner. Nutmeg reserves the right to deactivate or terminate your account if you fail to abide by these terms.
Inactive Mode. If you are going on vacation, or are unable to accept new orders for a period of time, you may ask Nutmeg to pause your Shop Page using “Inactive Mode” found. You will still be able to access your Seller Account and we encourage you to fulfill any orders you have already accepted while on “Inactive Mode.”

12. Commitment to Quality and Service

Minimum Standards. Seller and Buyer satisfaction is of utmost importance to the long-term health and success of the Nutmeg community. Accordingly, Sellers are subject to the following minimum standards in connection with the Services:
1. To accurately list and describe available products on your Shop Page;
2. To timely accept or cancel an order from a Buyer;
3. To timely fulfill and ship orders to Buyers using a reputable shipping provider;
4. To promptly and effectively respond to Buyer inquiries; and
5. To promptly resolve missing or damaged orders with a Buyer.
Metrics. You acknowledge and agree that in order to ensure that you are meeting the foregoing Seller’s minimum standard requirements, Nutmeg will track and measure your performance using a variety of metrics, including collecting reviews and ratings from your Buyers. Reviewed individually and as a whole, these metrics help Nutmeg determine whether you are meeting Nutmeg’s expectations of delivering a great experience for the Buyers. Such metrics also include:
1. Accuracy of product listings;
2. Catalog completeness;
3. How often your shipments are later than the expected shipping date;
4. How often you provide a valid tracking number;
5. How long it takes you to accept or cancel new orders;
6. How often your orders are reported as damaged or missing products:
7. How often your products are on backorder, returned or canceled;
8. How promptly and effectively you respond to Buyer inquiries;
9. How promptly and effectively you resolve missing or damaged orders with a Buyer.
Volume Considerations. Nutmeg takes volume consideration into account when calculating metrics. For example, if a Seller has only 10 orders, and 1 was damaged, then the damaged order rate is 10%. While that metric is technically over Nutmeg’s target, it does not necessarily reflect an actual problem with performance given the low volume of orders.
Evaluation. Nutmeg typically evaluates a Seller’s performance using the above metrics on an ongoing monthly basis, and more frequently during high volume periods such as the holiday selling season. The length of time between reviews depends on the volume of transactions of each flagged Seller Account and/or the extent of available data. Nutmeg reserves the right to adjust its evaluation criteria as needed.
Accountability. If Nutmeg determines that you are not meeting the minimum standards of quality and service, Nutmeg may reach out to you in an attempt to resolve the issue and/or temporarily suspend or permanently terminate your Seller Account. Nutmeg also reserves the right to put limits on your Seller Account, lower your visibility and/or search placement across the Services, limit your ability to sell with new Buyers until you resolve outstanding issues, and/or deny signing up any affiliated, related or duplicate accounts.
Suspended Accounts. If your Seller Account is suspended for performance issues, you may appeal for re-activation by providing Nutmeg with a plan of action for correcting the problems that contributed to the account being flagged and suspended. If Nutmeg in its sole discretion approves the plan of action, you may resume selling through the Services. If you believe that the flag on your Seller Account is erroneous, you may contact Nutmeg and explain why.

13. Promotion

Unless you opt out as set forth below, Nutmeg may feature certain Sellers, products and Content at the top of their respective category, on Nutmeg’s landing pages, in advertisements, email, social media accounts or in any other channels or media at its discretion. Nutmeg may choose to bid on Seller Seller names and keywords relating to the Seller’s products in advertising products and may create SEO optimized pages or campaigns for Seller Sellers. Nutmeg shall not be liable for any pricing or availability of a particular product featured in a particular ad or marketing. If you do not want to participate in the Marketing and Advertising Program, please contact us. Nutmeg may also offer Sellers email marketing tools to use for their business. Additional terms and conditions may apply, including that all account leads must be sourced by you directly (purchasing lead lists from third parties is not permitted), the tools are not to be used for spam, and Nutmeg reserves the right to throttle or limit the number of emails sent to Buyers via such tools.

14. Nutmeg Messenger

Buyers and Sellers may contact each other directly through Nutmeg Messenger Services. You agree to use Nutmeg Messenger only for legitimate business purposes, such as responding to a Buyer’s question about your products or the status of an order, or to resolve business issues. You agree to not abuse Nutmeg Messenger, to use it only as is reasonably necessary and to not use it for the purpose of harassment or other improper purposes. If you are not able to answer a Buyer’s question or resolve issues, you may contact Nutmeg directly.

15. Product Liability Insurance

All Sellers are required to maintain, at their own cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to its products listed on Nutmeg in such amount as is reasonable and customary for companies of comparable size and activities. Nutmeg reserves the right to request proof of such insurance coverage and other relevant information at any time.

16. Indemnity

You agree to defend, indemnify, and hold Nutmeg, and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers, harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Seller Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services.

17. Prohibited Uses

Nutmeg will have the right to investigate and prosecute violations of these Seller Terms to the fullest extent permitted by law. Nutmeg may involve and cooperate with law enforcement authorities in prosecuting users who violate these Seller Terms. You acknowledge and agree that Nutmeg has no obligation to monitor your access to or use of the Services or Content, or to review or edit any Content, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Seller Terms, to investigate a complaint or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body. Company reserves the right, at any time and without prior notice, to remove or disable access to any Content that Nutmeg, in its sole discretion, considers to be in violation of these Seller Terms or otherwise harmful to the Services. Nutmeg reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if Nutmeg suspects illegal activity may be taking place.

18. Termination

If you breach any of these Seller Terms, Nutmeg will have the right to temporarily suspend or permanently terminate your Seller Account, and/or terminate these Seller Terms and/or the General Terms, in its sole discretion and without prior notice to you. Nutmeg reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event Nutmeg terminates these Seller Terms for your breach, you will remain liable for all amounts due hereunder. You may terminate your relationship with Nutmeg at any time by contacting us or as otherwise indicated in your Seller Account portal. Nutmeg will take down your Shop Page as soon as practicable, and will close your Seller Account once there has been an accounting of all monies due and owing.