Terms & Conditions
Other Proposed Terms Not Binding Any different, additional or new terms proposed or stated by Buyer at any time in any manner are not binding on Seller unless Seller agrees to such terms in a written document signed and dated by an officer.
Quote Validation Quotes are valid for 7 days. Delivery Dates are Estimates Stated delivery dates are approximate and estimates only and are not guaranteed. Seller is not liable for any damages that Buyer may claim are caused by late delivery.
Non-Cancellable Order Buyer may not cancel the order for Product.
Prices Product prices stated in the Order Form are firm. Buyer shall make no deductions of offset (including those for alleged damages) from payments due hereunder.
Payment Terms The total amount of the Purchase Price, plus the cost of preparing the Products for delivery, including skidding and/or crating charges and shipping and handling shall be payable by Buyer with initial invoice.
Buyer’s Inspection Upon the carrier’s delivery of Products to Buyer, Buyer shall immediately inspect the Product for damage and missing quantity while the carrier is still present. If Buyer discovers any damaged or missing Product, Buyer shall require the carrier to (i) make a notation of Buyer’s discovery on the bill of lading, (ii) sign the bill of lading, indicating the time & date. Buyer shall obtain from the carrier a copy of the signed bill of lading that denotes Buyer’s discovery of damaged or missing Product. If Buyer has (or intends to make) a claim against the carrier, Buyer shall notify Seller of the claim immediately, and in any event no later than 3 days after the date of the carrier’s delivery of Product to Buyer. Buyer’s notice to Seller shall include a copy of the signed bill of lading that denotes the damaged or missing Product. For purposes of Product acceptance/rejection, Buyer shall inspect all Product within 3 days after delivery of the Product to Buyer (“Inspection Period”). Buyer shall notify Seller in writing of any Product defects, shortages, over-shipments or non-conformance within the Inspection Period. Any Product for which Buyer does not provide written notice of rejection to Seller during the Inspection Period shall be deemed accepted by Buyer. Before returning any rejected Product, Buyer must obtain a return authorization number and return destination from Seller. Unless otherwise agreed by Seller in writing, Buyer’s return shipment to Seller of rejected Product shall be at Buyer’s expense and risk of loss.
Warranty Products are sold to Buyer “AS-IS” and Growers’ Goods does not warrant their effectiveness, usefulness, reliability or functionality in any environment. Growers’ Goods disclaims all warranties of any kind, either expressed or implied by the Manufacturer of the Products. Claims made based upon allegations that the Products are defective shall be governed strictly in accordance with the terms and provision of the express written warranty of the manufacturer of the Products (“Manufacturer’s Warranty”).
Buyer’s Responsibility to Verify Specifications This Order is subject to the Products being available for sale by Growers’ Goods supplier. This Order is subject to change without notice. Specifications and product identification numbers are believed to be correct. This Order is prepared based upon specifications of Growers’ Goods supplier, which are subject to change. It is Buyer’s responsibility to verify accuracy and correctness of the specification in advance of purchase. There are no returns of Products that have been delivered.
Title and Risk of Loss; Grant of Security Interest Title of the Products shall not pass until payment of the Purchase Price has been received by Growers’ Goods. Notwithstanding the retention of title, all risk of loss or damage with respect the Products, however caused, shall pass to Buyer upon date of invoice. Buyer assumes all of the obligation and risks of an absolute owner and agrees to indemnify and save harmless Growers’ Goods from any and all loss or damage or claim for loss or damage to persons or properties caused because of the use, possession or operation of the Products.
Force Majeure Seller shall not be responsible or liable for any loss, damage or delay caused or occasioned by acts of God, fire, strikes, civil or military authority, insurrection or riot, failure of vendor to make timely delivery of materials, the requirements of any statue, order or directive of any governmental authority, or, without limiting the generality of the foregoing, by any other unavoidable cause or beyond Seller’s reasonable control.
Superseded Matters The terms of this agreement supersede all prior or contemporaneous agreements, understandings, representations, warranties and understandings of Seller and Buyer concerning the subject matter hereof, written or oral. No statement, recommendation or assistance made or offered by Seller of through Seller’s representatives in connection with any of the Products or any use thereof shall be or constitute a waiver or modification by Seller of any of the provision of this Agreement.
Indemnification Buyer shall indemnify, defend and hold harmless Growers’ Goods, its managers, members, officers, employees, agents and representative from and against any loss, claim, expense, costs, damages, actions or causes of action arising out of or resulting from Buyer’s ownership, use or possession of the Products, any negligent act or omission by Buyer, or any breach by Buyer of its obligations under this Order.
Governing Law The parties hereby irrevocably submit to the exclusive jurisdiction of the superior or small claims courts of the State of Illinois for resolution of any disputes arising from or relating to either this Agreement or the furnishing of any Products by Seller to Buyer.
Miscellaneous Any provisions herein or in the Order to be invalid by a court of competent jurisdiction shall be removed, but shall not invalidate any other provision herein or in the Order. Whenever litigation issued by Growers’ Goods to enforce any of the terms & conditions or this Order, Growers’ Goods shall be entitled to reimbursement from Buyer for Growers’ Goods reasonable attorneys’ fees and disbursements related thereto. Any litigation brought by Buyer for breach of any covenant of Growers’ Goods in the Order shall be commenced within one (1) year of the date of tender or delivery of the Products.