Growers Warranty and Terms and Conditions of Sale

 

GROWERS LIMITED WARRANTY

Growers warrants only that Growers Mineral Solutions (GMS) contains the nutrients specified on, and conforms to the chemical composition description on, the GMS Product label. GROWERS disclaims all other express and implied warranties RELATING TO ITS PRODUCTS, including implied warranties of merchantability and fitness for a particular purpose.  BUYER AGREES THAT, EXCEPT AS OTHERWISE PROVIDED IN GROWERS’ LIMITED WARRANTY, THE PRODUCTS ARE SOLD “AS IS” AND “WITH ALL FAULTS.”  Failure to follow label directions and Growers’ Recommendations for Using may cause injury to crops, animals, workers or the environment.


GROWERS CHEMICAL CORPORATION dba GROWERS MINERAL SOLUTIONS
TERMS AND CONDITIONS OF SALE

1.        Definitions

In these terms and conditions ("Conditions") the following words have the following meanings.

(a)   "Buyer" means the person, entity or company to whom Seller’s Purchase Order is addressed, including its successors and approved assignees.

(b)   "Products" mean Growers Mineral Solutions (GMS), Growers Soil Conditioner (GSC), or any other product purchased by Buyer from Seller, as applicable.

(c)   "Purchase Order" means a written or verbal order directed by Buyer to Seller for the supply of specified Product. 

(d)   "Seller" means Growers Chemical Corp. dba Growers Mineral Solutions, P.O. Box 1750, Milan, Ohio 44846.

2.     Application

(a)   All Purchase Orders, invoices and sales by Seller are subject to these Conditions and the terms on the face of the Purchase Order, which constitute the sole terms and conditions under which Seller will sell Products to Buyer.  Buyer’s signing a Purchase Order or any other conduct consistent with an agreement to purchase Products, such as acceptance of Product delivery, payment of cash in advance or of Seller’s invoice, shall constitute acceptance by Buyer of these Conditions.  These Conditions shall apply to the exclusion of any terms and conditions of contract imposed or sought to be imposed by Buyer at any time, whether attached by Buyer to any purchase order or otherwise.  The signing by Seller of Buyer's documentation shall not imply any modification of these Conditions.  All Purchase Orders are subject to credit approval and acceptance by Seller.  Seller’s sales representatives and district managers are independent contractors with no express or implied authority to bind Seller legally.  Buyer may not rely on oral or written representations made by Seller’s sales representatives or district managers concerning any Product, and no agreement to sell any Product is binding on Seller until Seller accepts in writing.

(b)   These Conditions shall remain in force until such time as Seller advises Buyer in writing that it has adopted revised Terms and Conditions of Sale in substitution for these Conditions.

3.     Delivery

Seller shall not be responsible for any failure to perform caused by unforeseen difficulties, its inability to obtain materials, parts, supplies or labor through its usual and regular sources, interruption of transportation, delays in delivery, government regulations, labor disputes, strikes, acts of God, war, terrorism, civil unrest or other causes (whether or not similar to the listed causes) beyond its reasonable control.  If Buyer causes a delay, any increased costs required to meet the original or agreed rescheduled supply time are Buyer's responsibility.

4.     Price and Payment

(a)   Buyer agrees to pay all city, state, federal or foreign transactional or other sales or use taxes, including without limitation, taxes on manufacture, sales, use and similar taxes, and all other taxes, levies and duties applicable to the Products (other than federal, state or local taxes based on the net income of Seller), however designated or levied and whether or not specified in any invoice.  All prices shown on the Purchase Order are exclusive of such taxes unless otherwise indicated.

(b)   Payment terms are cash in advance for all orders.  If Seller supplies any Product without receipt of cash in advance, payment is due within 30 days of Buyer’s receipt of each invoice.  Buyer agrees to pay a monthly late charge equal to 1.5% of the past due balance, not to exceed the maximum lawful interest rate, for invoices that are not paid within 30 days.

 5.     Limited Warranty

Seller warrants only that Growers Mineral Solutions (GMS) contains the nutrients specified on, and conforms to the chemical composition description on, the GMS Product label. Seller disclaims all other express and implied warranties, including implied warranties of merchantability and fitness for a particular purpose.  BUYER AGREES THAT, EXCEPT AS OTHERWISE PROVIDED IN SELLER’S LIMITED WARRANTY, THE PRODUCTS ARE SOLD “AS IS” AND “WITH ALL FAULTS.”  Failure to follow label directions and Seller’s Recommendations for Using may cause injury to crops, animals, workers or the environment. 

6.    Limitation of Liability

In no event shall Seller be liable to Buyer or third parties for any consequential, special, incidental, exemplary, punitive or other similar damages, losses or expenses (including without limitation lost profit, sales, revenue, business opportunity or business advantage, or expenses associated with the inability to use the Products), or injury to person or property, under any legal theory or cause of action.

7.     Seller Remedies

Seller shall have the right, in addition to all others it may possess, at any time for credit reasons or because of Buyer’s default or defaults, to withhold shipments in whole or in part and to recall Products in transit, retake same and repossess all Products which may be stored with Seller for Buyer’s account, without legal process, and Buyer agrees that Products so recalled, retaken or repossessed shall become Seller’s absolute property.  Any order once placed and accepted by Seller is not subject to cancellation unless otherwise agreed by Seller in writing.  Cancellations are subject to reasonable charges based upon costs already incurred and commitments made by Seller.  In the event of Buyer’s default, Buyer shall be liable for all costs and expenses, including reasonable attorneys’ fees, incurred by Seller in enforcing its right to payment.  Nothing in this Section 7 shall be construed as limiting in any manner any of the rights or remedies available to Seller because of any default by Buyer under the Uniform Commercial Code as in force and effect in the State of Ohio. 

8.     General Operation

No contract to purchase Products may be assigned by Buyer without Seller’s prior written consent.  No variation of these Conditions shall be binding unless agreed in writing between the authorized representatives of Seller and Buyer.  No waiver, forbearance or indulgence by Seller of any breach of these Conditions by Buyer shall prejudice Seller's rights or be considered a waiver of that breach or of any subsequent breach.  These Conditions supersede any prior or contemporaneous oral or written agreements and representations between Buyer and Seller with respect to the Products.  Any action for breach of these Conditions must be commenced within two years after the cause of action has accrued.  These Conditions shall be governed by and construed in accordance with the laws of the State of Ohio without application of conflict or choice of law principles.  Buyer submits to the jurisdiction of any state or federal court sitting in Erie County, Ohio, in any action or proceeding arising out of or relating to the Products or these Conditions and agrees that all claims in respect of the action or proceeding may be heard and determined exclusively in such courts.  Buyer waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought.  Should any one or more of the provisions hereof be determined to be illegal or unenforceable, all other provisions hereof shall be given effect separately therefrom and shall not be affected thereby.

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