Wholesale Food Purchasing Program
Terms of Use

Last updated June 29, 2021

  1. Acceptance of Terms of Use
    a) These Terms of Use form an agreement between Mesh Exchange Inc. (“Mesh”, “Mesh Exchange”, “FoodMesh” ) and “you” (Recipient, Purchaser).
    b) By using the platform and service, you accept and agree to be bound by and comply with these terms of use.  If you do not accept and agree to be bound to these terms of use, you must not use the platform or service.
    c) Updates to the Terms of Use: These Terms of Use are updated periodically without prior notice.  The most up-to-date copy of the terms of use is posted on the web page for the Program. By continuing to participate in the service, you accept those changes.
  2. Governing Jurisdiction: These Terms of Use will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Except as restricted by applicable law, you hereby consent to the exclusive jurisdiction and venue of courts in Vancouver, British Columbia, Canada in all disputes arising out of or relating to the use of the Platform.
  3. User Accounts: You agree to register as a user and be issued a user account to order food through the program.  When online food ordering becomes available, you agree to create a username and password to use the website. You are responsible for keeping your user account information secure and not sharing it with anyone else outside your organization. We reserve the right to disable your User Account in the event that we believe that it is in breach to these Terms of Use, or otherwise misused.
  4. General disclaimer:  Participation in the program is at your own discretion. To the extent permitted by applicable law, we disclaim all warranties, representations and conditions of any kind whether express, implied, statutory or collateral.  In particular, we offer no implied warranties related to food quality, prices, food substitutions, or order accuracy, other than that offered by the food suppliers.  We have no responsibility for the actions or conduct of our food suppliers.  Responsibility for any purchase decision you make rests solely with you.
  5. Order Placement: FoodMesh will coordinate all orders placed through its system with the Vendors and coordinate order fulfillment and troubleshooting if there are problems with any order.
  6. Purchase Agreements with Vendors Any food purchases are between you and the Vendor, made through the FoodMesh Order Desk.  Notwithstanding the foregoing, you acknowledge that you are engaging into a purchase agreement directly with the Vendor and not FoodMesh, and that we are not a party to the performance of any Vendor under any Purchase Agreement. We do not make any representations or warranties of any kind with respect to a Vendor, their food or a Purchase Agreement and you acknowledge and agree that we are not an agent or representative of you or any Vendor.
  7. Substitutions: If an order is “shorted”, FoodMesh will make one attempt to resolve the matter and find suitable substitutions at no additional cost other than a possible change in price on the substituted items. If the price of the substituted products is significantly higher, FoodMesh will advise you and you can decide if you still want to buy the substituted products.  If there is no acceptable substitution, you will be reimbursed for the ‘shorted’ product.
  8. Handling & Service Fees:  You agree to pay the FoodMesh order desk service fee of $75 per order, as well as the standard Vendor shipping and handling fees.
  9. Payment Terms: You agree to pay the invoice of your order with a Foodmesh accepted payment method. You acknowledge and agree that any amounts owing will be processed the day after delivery.  Accepted payment methods as follows:  Pre-authorized Debit (PAD) will be the default and preferred payment option.  If you are not able to set up a Pre-authorized debit, you agree to make your payment by credit card.  Please note:  all credit card purchases will be subject to a 3% processing fee.
  10. Fees for non-delivery: If a Vendor is unable to deliver during a customer-specified window (through no fault of the Vendor) and the Vendor is not able to re-deliver, you may be subject to a standard restocking fee set by the Vendor. Restocking rates will vary from Vendor to Vendor.
  11. Order Sign Off:  You are responsible for checking the product and signing off on delivery.  You may reject a product if it’s damaged or is the incorrect product and identify it on your shipping note or Bill of Lading. If there is a discrepancy, you must notify FoodMesh within 24 hrs via email.  FoodMesh will coordinate with the Vendor to get the correct product delivered, or facilitate the reimbursement for the unaccepted product.
  12. Purchase Fee Dispute. You will immediately notify FoodMesh directly of any disagreement with any Invoice Fee (including withdrawals of incorrect amounts) and work with FoodMesh to resolve such deposits.
  13. Privacy Policy:  You agree to adhere to the FoodMesh Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing personal information, and which is hereby incorporated into and forms a part of these Terms of Use.  You can review the policy at: foodmesh.ca/privacy-policy
  14. Limitation of liability:  In no event will FoodMesh or our officers, directors, affiliates, partners, employees, shareholders, agents, successors and assigns be liable to you, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, for any damages of any kind (including, without limitation, direct, indirect, incidental, consequential, special, exemplary or punitive damages, lost profits, loss of use or loss of data, personal injury, fines, fees, penalties or other liabilities), whether or not we were advised of the possibility of such damages, resulting from or related to your participation in the program.
  15. Indemnification:  You will defend, indemnify and hold harmless FoodMesh and all of is officers, directors, affiliates, partners, employees, agents, successors and assigns from and against any liabilities, claims, demands, recoveries, losses, damages, fines, penalties or other costs or expenses, (including but not limited to reasonable legal and accounting fees), claimed by third parties relating to:a) your breach of any warranties, conditions, representations or obligations under these Terms of Use or any documents referenced herein;
    b) your violation of any applicable law (including privacy laws) or the rights of a third party;
    c) any misrepresentations made to other program Users or Suppliers
  16. Other FoodMesh Services:  If you use any other FoodMesh services or Platform (ie:  Food Recovery Program or the B2B Surplus Marketplace) you must agree to be bound by the terms and conditions of the platform.
  17. Term and Termination: These Terms of Use will commence on the day you are assigned an account in the program and will continue in force until terminated by either party. Either party may terminate these Terms of Use as follows:a) we may terminate these Terms of Use at any time and with immediate effect by giving 30 days notice to you by email; andb) you may terminate these Terms of Use upon 30 days notice by requesting by email that you want to discontinue participating in the program.