TERMS AND CONDITIONS OF PRODUCT SALES
By placing an order for products with Dirty Dog Organic Farm (“Seller”), the buyer of the products (“Buyer”) agrees to these Terms and Conditions of Product Sales (“Terms and Conditions”). These Terms and Conditions shall not affect any rights which the Buyer may have under any applicable laws, to the extent that such rights cannot be varied or excluded by agreement.
ORDERS:
Buyer shall place all orders for products in writing, by email, facsimile, letter, or directly on the Seller’s website, www.dirtydogorganicfarm.com
These Terms and Conditions apply to all product orders accepted by Seller. All quotations for products prior to acceptance are subject to availability. No contract shall exist until an order has been accepted by Seller. In the event of a shortage of the products ordered by Buyer due to Force Majeure events, as described below, Seller reserves the right to either cancel the order or prorate the order. Buyer agrees that the time for delivery of the products shall not be of the essence, although Seller will use reasonable efforts to deliver the products on the date specified by the Buyer. Buyer hereby irrevocably waives all of its rights and remedies, if any, for any losses or damages suffered due to the proration of an order of products, or delay in delivery of an order of products.
PRICES:
All prices for products are Free On Board (FOB) at the Seller’s farm/warehouse unless otherwise agreed to in writing by the Seller. Once the products leave the Seller’s premises, the Buyer assumes full responsibility for the products, including all associated risks and costs. The Seller does not provide shipping services; however, local delivery may be available upon request at the Buyer’s sole cost and expense. Any special delivery requirements must be specified by the Buyer at the time of purchase, and the Seller will inform the Buyer of any additional costs, which will remain the Buyer’s responsibility.
PAYMENT:
Payment for products shall be due in full on or before the date of shipment unless credit terms are agreed to in writing by Seller prior to the date of sale and listed on the Invoice. Product orders will not be shipped unless the products have been paid for, or satisfactory arrangements have been made for payment by Buyer to Seller prior to shipment. In the event that Seller agrees to credit terms, and the products are not promptly paid for in accordance with those terms, then Seller shall be entitled to late fees at the rate of 2% per month (24% per annum), or the maximum rate permitted by law, whichever is less, plus attorneys’ fees and costs relating to collection of the amount due, whether or not a formal suit is brought by the Seller to collect the amounts due.
TITLE AND RISK OF LOSS:
Title and risk of loss of the products shall pass to Buyer upon delivery of the products to the original carrier or, if Buyer or their agent picks up the products, upon delivery to the Buyer or their agent, regardless of which of the parties pays the carrier and regardless of which of the parties bears the transportation cost. All sales of products are final.
FORCE MAJEURE:
No liability is assumed by Seller for delay in delivery of products or failure to deliver products caused by a Force Majeure event which is beyond the control of the Seller, which delay prevents Seller from filling an order of products from its normal source of supply.
Force Majeure events shall include but not be limited to, the following: crop failures and shortages, fire, storm, flood, hurricane, tornado, severe hail, action of the elements, earthquake, explosion, total or partial failure of transportation, inability to use business facilities, labor disputes, shortage of labor, materials or supplies, interruption of power or power failures, mechanical breakdowns, war, acts of terrorism, civil or military disturbances, riots, hostilities, or national emergencies, pandemics, natural disasters, orders, actions, or other mandates issued by any local, state or federal agency of government or by military authorities, including but not limited to orders, actions, or other mandates restricting or prohibiting the sale of any products subject to an order, or any other contingencies beyond Seller’s control.
Accepted product orders are based upon expectations of average production which have not been affected by any Force Majeure event. In the event of a Force Majeure event, Seller shall have the option to either cancel Buyer’s order or to prorate the order.
NOTICES TO BUYER REGARDING LIMITATION OF WARRANTY AND LIMITATION OF LIABILITY:
PLEASE READ THESE NOTICES BEFORE USING THE PRODUCTS
If you do not agree with the Limitation of Warranties and Limitation of Liability stated below, we kindly ask that you do not purchase the products from the Seller. Due to the nature of our products, all sales are final, and no returns or refunds will be accepted once the products have been sold and left the property. Thank you for your understanding.
LIMITATION OF WARRANTY:
Seller warrants that all products sold have been labeled as required under applicable State and Federal laws and that the products conform to the label description within recognized tolerances.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE DESCRIPTION ON THE LABEL. BUYER’S EXCLUSIVE REMEDY FOR ANY CLAIM OR LOSS RESULTING FROM BREACH OF WARRANTY, BREACH OF CONTRACT, OR NEGLIGENCE (WHICH SHALL NOT EXTEND TO INCIDENTAL OR CONSEQUENTIAL DAMAGES) SHALL BE LIMITED TO REPAYMENT OF THE PURCHASE PRICE FOR THE PRODUCTS. NO AGENT, EMPLOYEE OR REPRESENTATIVE OF SELLER HAS ANY AUTHORITY TO BIND THE SELLER TO ANY AFFIRMATION, REPRESENTATION OR WARRANTY CONCERNING THE PRODUCTS. ANY SUCH AFFIRMATION, REPRESENTATION OR WARRANTY MADE BY AN AGENT, EMPLOYEE OR REPRESENTATIVE OF SELLER ABOUT THE PRODUCTS SHALL NOT BE ENFORCEABLE BY BUYER OR ANY OTHER PERSON. Any advice furnished to Buyer or any other person concerning the use of the products or relating to the production of crops from the products may not be relied upon by Buyer and constitutes only suggestions and general information, not representations or warranties. The production of crops from products is subject to a multitude of variables which cannot be known or controlled by the Seller.
LIMITATION OF LIABILITY:
Seller’s sole express warranty to the Buyer is that the products that Seller sells will conform to those descriptions of said products that are required to be on the label by applicable State and Federal laws within recognized tolerances. SELLER DISCLAIMS AND DOES NOT MAKE ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED. NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS MADE. THERE ARE NO GUARANTEES OR WARRANTIES THAT THE PRODUCTS WILL BE FREE FROM DEFECTS AND LIABILITY FOR SUCH DEFECTS IS DISCLAIMED.
BUYER’S SOLE AND EXCLUSIVE REMEDY FOR ANY LOSS OR DAMAGES ARISING FROM THE USE OF THESE PRODUCTS SHALL BE THE REPAYMENT OF THE PURCHASE PRICE OF THE PRODUCTS. SELLER AND ITS SALES AGENTS SHALL NOT BE LIABLE FOR LOST PROFITS OR ANY OTHER SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES THAT ARISE FROM THE USE OF THE PRODUCTS. THIS LIMITATION OF LIABILITY APPLIES TO ALL CLAIMS FOR DAMAGES, INCLUDING CLAIMS BASED UPON NEGLIGENCE, BREACH OF WARRANTY, BREACH OF CONTRACT, OR ANY OTHER LEGAL THEORY.
CLAIMS: Buyer agrees to promptly notify Seller in writing regarding any claims that the products sold by Seller do not meet the description on the label, and to provide Seller with an opportunity to visually inspect and sample the products, and any plants or crops derived therefrom, in order to verify any claims made by Buyer. Buyer agrees that all such claims will be presented to Seller within a reasonable amount of time after discovery of any defects alleged by Buyer. In any event, Buyer agrees that the period to present any such claims to Seller shall expire within thirty (30) days after the date of discovery of the alleged defect in the products. After investigation of a claim that is presented in a timely manner in accordance with the procedures set forth above, and confirmation that the claim is valid, Seller shall provide Buyer with a refund of the purchase price of the products.
IMPORTANT NOTICE REGARDING RISKS AND PRODUCT BORNE DISEASES:
Failure of products to perform as expected and/or other yield reduction may occur as a result of multiple environmental and agronomic factors, including, without limitation, weather conditions, soil conditions, and the use of chemicals and fertilizers. Products at times may carry pathogens. Seller has undertaken reasonable precautions to identify and control pathogens on the products it sells. However, such precautions and/or treatments cannot assure complete immunity from pathogens, and under present technology, it is impossible to guarantee that any particular product which is sold by Seller is free from pathogens. SELLER OFFERS NO WARRANTY REGARDING PATHOGENS, EITHER EXPRESSED OR IMPLIED, AND NONE SHOULD BE ASSUMED FROM ANY LANGUAGE HEREIN, REGARDLESS OF WHETHER OR NOT SPECIAL TREATMENTS ARE APPLIED TO THE PRODUCTS TO PREVENT PATHOGENS. ALL RISKS OF NONPERFORMANCE, REDUCED PERFORMANCE AND/OR DAMAGE DUE TO PATHOGENS SHALL BE ASSUMED BY BUYER.
SELLER’S INTELLECTUAL PROPERTY RIGHTS:
Buyer acknowledges that some of the products sold by Seller may be proprietary varieties which are protected by utility patents and/or plant variety protection certificates, which have been applied for or issued, as stated on the product label. In the event that a proprietary variety belonging to, or licensed by, Seller is sold to Buyer, then Buyer acknowledges that all strains, lines, and varieties thereof are for restricted use only, for the sole purpose of producing crops for human consumption, regardless of whether or not a utility patent or plant variety protection certificate has yet to be issued for the product. Buyer acknowledges that all intellectual property rights to reproduce or
