These Terms of Service ("Terms") govern your relationship with HIYA HOLDING LLC ("we," "us," "our," or "the Company") when you offer product for sale to us, request a quote from us, place an order with us, execute a contract with us, or otherwise interact with us as a merchant wholesaler. By contacting us, requesting a quote, signing a contract, or accepting delivery, you accept these Terms in full.
If you do not accept these Terms, you should not contact us to trade or use our website. If you are acting on behalf of a company, partnership, or operation, you represent and warrant that you have the authority to bind that entity to these Terms.
These Terms apply in addition to any contract, purchase order, or sale agreement that we execute with you for a specific trade. Where a specific contract conflicts with these Terms, the specific contract controls for that trade.
In these Terms, the following terms have the following meanings:
HIYA HOLDING LLC is a merchant wholesaler of nondurable goods. We take ownership of Product from Sellers, verify its quality and Specifications, aggregate it into tradeable volumes, and deliver it to Buyers. We are not a broker, not a retailer, and not a manufacturer. We stand between Sellers and Buyers — absorbing risk, managing logistics, and ensuring that what was ordered is what arrives.
We trade across six product divisions:
If you offer Product to us for sale, the following terms apply:
If you order Product from us, the following terms apply:
For Trades involving Regulated Products, the following additional terms apply:
Pricing for each Trade is stated in the Contract and may be quoted as a fixed price, a price indexed to a market, or a price to be determined at delivery. Unless the Contract states otherwise:
Delivery terms are stated in the Contract and may be quoted under standard Incoterms or under terms agreed between the parties. Unless the Contract states otherwise:
All content on our website — including text, graphics, logos, and design — is the property of HIYA HOLDING LLC or its licensors and is protected by intellectual property laws. You may not reproduce, distribute, or create derivative works from our website content without our written permission.
Trademarks, brand names, and product names that appear in our trades remain the property of their respective owners. We do not claim any rights in those marks by listing or trading the products to which they apply.
Each party agrees to keep confidential the terms of any Trade, including price, volume, and Specifications, except where disclosure is required by law, by a regulator, or by an auditor. This obligation survives the completion of the Trade.
Information that is already public, independently developed, or rightfully received from a third party without breach of confidentiality is not subject to this obligation.
We warrant that the Product we sell conforms to the Specifications stated in the Contract. To the extent Product does not conform, the Buyer's remedy is to reject the Product, request replacement, or request a price adjustment — as agreed in the Contract.
Except as expressly stated in the Contract or in these Terms, we disclaim all other warranties — express, implied, or statutory — including warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant specific outcomes from the use of the Product, as those depend on factors outside our control.
For agricultural chemicals, paints, and other products with manufacturer specifications, the manufacturer's warranty applies in addition to our conformity warranty. We pass through any manufacturer warranty that accompanies the Product.
To the maximum extent permitted by law, our total liability under any Trade or under these Terms is limited to the invoiced value of the Product that is the subject of the claim. We are not liable for indirect, incidental, consequential, special, or punitive damages, including lost profits, lost crops, lost sales, or regulatory penalties incurred by the Buyer or Seller, except where such exclusion is not permitted by applicable law.
This limitation applies even if we have been advised of the possibility of such damages. It does not apply to liability that cannot be limited by law — such as liability for fraud, willful misconduct, or breach of regulatory obligations where such liability is non-waivable.
The Seller agrees to indemnify and hold harmless HIYA HOLDING LLC from claims arising out of the Seller's failure to deliver conforming Product, the Seller's breach of title or warranty, or the Seller's failure to provide required documentation for Regulated Products.
The Buyer agrees to indemnify and hold harmless HIYA HOLDING LLC from claims arising out of the Buyer's resale, storage, or use of the Product after delivery, the Buyer's failure to hold required licenses for Regulated Products, or the Buyer's failure to comply with applicable law.
Neither party is liable for failure to perform under a Trade where the failure is caused by an event beyond the party's reasonable control, including:
The affected party must give prompt notice and use reasonable efforts to resume performance. If the event continues for more than 30 days, either party may terminate the affected Trade without liability, with payment for Product delivered up to the date of termination.
A Trade begins on the date stated in the Contract and continues until the Product is delivered and payment is complete. Either party may terminate a Trade for material breach by the other party, with written notice and a reasonable opportunity to cure. Either party may terminate for convenience on the notice period stated in the Contract, or 30 days if none is stated.
On termination, the parties settle accounts for Product delivered up to the date of termination. Provisions that by their nature survive — including confidentiality, indemnification, dispute resolution, and limitation of liability — remain in effect after termination.
These Terms and any Trade are governed by the laws of the State of Wyoming, United States, without regard to conflict-of-laws principles. The parties submit to the jurisdiction of the courts of Wyoming for any dispute that is not resolved by agreement or arbitration.
Before litigation, the parties agree to attempt good-faith resolution through negotiation between senior representatives. If the dispute is not resolved within 30 days, either party may initiate arbitration under the rules of a mutually agreed arbitration body, or file suit in a court of competent jurisdiction in Wyoming.
Our website may reference or link to third-party websites, regulatory agencies, or industry associations. We are not responsible for the content, accuracy, or availability of those third-party resources, and we make no warranty regarding them.
Each party agrees to comply with all applicable laws in the course of a Trade, including agricultural chemical regulations, tobacco licensing laws, customs and trade laws, tax laws, and any other laws that apply to the Product or the Trade. A party's failure to comply with applicable law may, at our option, result in termination of the Trade without liability on our part.
These Terms, together with the Contract for a specific Trade, constitute the entire agreement between the parties regarding that Trade and supersede all prior discussions, quotes, and communications. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force.
We may update these Terms from time to time. When we make material changes, we will update the "Effective Date" at the top of these Terms and, where appropriate, provide notice on our website. The version of these Terms in effect at the time of a Trade governs that Trade, unless the Contract states otherwise.
If you have questions about these Terms, about a Trade, or about any other aspect of our business, please contact us: