TERMS AND CONDITIONS OF SALE
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.
BY PLACING AN ORDER MEANS THAT YOU AGREE TO THESE TERMS OF SALE.
THESE TERMS AND CONDITIONS ("AGREEMENT") CONSTITUTE A BINDING AGREEMENT BETWEEN YOU ("BUYER") AND GARDECOR, INC ("SELLER"). THIS AGREEMENT SHALL GOVERN YOUR PURCHASES OF PRODUCTS AND/OR SERVICES FROM THE SELLER EITHER THROUGH THE SELLER'S WEBSITE OR BY YOUR SUBMISSION OF AN ORDER VIA PHONE, FACSIMILE, EDI, MAIL OR OTHER MEANS. THESE TERMS AND CONDITIONS PREVAIL OVER ANY AND ALL TERMS IN QUOTES OR OTHER CONTRACTS.
1. Payment terms are due on the date of The Seller's invoice, and for foreign shipments, the Seller may require full or partial payment in advance. Upon Buyer's failure to submit full or partial payment or other required documentation such as a signed credit card receipt or signed copy of these terms, the Seller may cancel or delay any or all orders hereunder and/or adjust prices to match those in effect at the time delayed shipment is made. Amounts past due are subject to a service charge equal to the lesser of 1.5% per month or the maximum rate permitted by law. The Buyer realizes that errors can be made such as in totaling estimates, quotes and orders or programming errors can be made. The Buyer will be given a chance to accept the correction before the order is fulfilled.
2. Any consumption, excise, sales, value added or other tax or import duty which may be applicable to the transactions conducted under this Agreement shall be invoiced to the Buyer as a separate item. In addition, the shipping costs pre-billed on the Buyer's order or quote are only estimates. If the actual freight cost or the Seller's merchandise cost increases beyond what was used to determine the total cost of an order, whether or not shipping was part of a package deal in a quote or what the website calculates, the Buyer agrees to pay the difference. The change in price shall be passed on to the Buyer as either a credit or an additional charge.
3. Products shall be shipped via method as determined by the Seller. Title to, and risk of loss or damage to, the products shall pass to the Buyer upon the Seller's delivery of the products to the Buyer's location. the Seller reserves the right to use its own discretion in the manner and routing of shipments. The Seller reserves the right to Deliver the Products in installments.
The Buyer shall be responsible at his expense for off-loading of the Products except where agreed otherwise in writing.
Any dates quoted for Delivery of the Products are approximate only and the Seller shall not be liable for any delay in Delivery of the Products howsoever caused.
If the Buyer fails to take Delivery of the Products or fails to give the Seller adequate Delivery instructions when notified that the Products are ready for Delivery then, without limitation to any other right or remedy available to the Seller, the Seller may:
(a) store the Products until actual Delivery and charge the Buyer its storage charges current at the date thereof (including insurance); and
(b) in the event that the Buyer fails to accept Delivery for a period of three months the Seller may sell the Products at the best price readily obtainable and (after deducting all storage, packing, unpacking, transport and abortive Delivery costs and selling expenses) charge the Buyer for any shortfall below the price under the Contract.
If the Buyer opts to pick up the order, then the Buyer is responsible for damage or any other mishaps as soon as the Buyer's merchandise is in the Buyer's possession. This means on the Buyer's vehicle or with a shipping company that the Buyer hires. If the Buyer opts to pick up the Buyer's order and the Buyer doesn't pick it up within a reasonable time after the order is ready, then the Buyer's order will be shipped to the Buyer and the Buyer is responsible for all shipping and storage costs.
If a shipment item arrives damaged or is missing, then the Buyer must forward both documentation signed by the trucker noting such damage or missing items and, where applicable, detailed photos of the damage to the Seller for insurance purposes. All damage must be listed in one report submitted to Gardecor, Inc. withing 2 days of receiving the merchandise. Damage includes damage to packing material as well as the merchandise. The Buyer must retain all packing material for inspection until claim for damage is closed. It is the duty of the Buyer to ensure retention of damaged merchandise and the shipping container(s) for carrier inspection. It is likewise the duty of the recipient, where there is value in the salvage, to accept and handle it in such a manner as to mitigate the claimed loss as much as possible, either through repair or discounted sales. Unauthorized disposal of the product may result in denial of the claim. Without signed documentation, packing material, and photos, there is no guarantee that the product will be replaced at no cost to the Buyer.
Once an order ships, it cannot be canceled or delivery refused.
4. The Buyer may only return products in accordance with the Seller's standard Return Policy in effect on the date of the return. If the Buyer fails to follow the Seller's Return Policy, the Seller is not responsible whatsoever for any returned product that is lost, damaged, modified or otherwise processed for disposal or resale. The Buyer must contact the Seller before attempting to return a product. If the Buyer returns merchandise without authorization, the Seller reserves the right to not refund the order. The Buyer must return the product in its original or equivalent packaging. The Buyer is responsible for all risk of loss and shipping and handling fees for returned products. The Seller may, in its sole discretion, charge additional restocking fees and/or issue credit for partial returns less than invoice or individual component prices due to bundled or promotional pricing. The minimum restocking fees are those imposed by the Seller’s vendor. The Seller reserves the right to charge a higher restocking fee than the vendor. Custom items and items made per the Buyer's order are not refundable and cannot be returned. Once an order is placed, the Seller’s return policies are in effect.
5. All lead times and delivery dates indicated on the Seller's documents are approximate and are based upon the prompt receipt of all necessary information and payment from the Buyer regarding products ordered. The Seller will use commercially reasonable efforts to meet the approximate delivery dates but shall not be liable for any breach of contract or held responsible for any costs or expenses incurred by the Buyer as a result of the Seller's failure to do so. In the event of any delivery delay caused by the Buyer, the Seller will store and handle for a reasonable time all products ordered at the Buyer's risk and will invoice the Buyer for the purchase price plus storage, insurance and handling charges incurred on or after the date on which the products are ready for delivery. If the item cannot be delivered within a week or after three delivery attempts, then the Seller will re-route the product back to the Seller or its vendor. The Buyer will be responsible for all shipping and storage costs.
6. Product Suitability, Liability, Indemnity
Suitability. Determination of the suitability of seller's product for the uses and applications contemplated by the Buyer are the sole responsibility of the Buyer. The Buyer assumes all risk and liability for the use or application of Seller's products, whether used singly or in combination with other products.
Liability. The Buyer's exclusive remedy shall be made and no claim of any kind, whether based on contract, breach or warranty, negligence or otherwise, shall be greater in amount than the purchase price of the product in respect of which damages are claimed. Seller shall not be liable for any special, punitive, incidental or consequential damages.
Local Government Codes. The Buyer is responsible for obtaining proper building and other permits as required by law for products that require permits. Professional installation of some products is required and is the responsibility of the Buyer to secure, such as but not limited to products wired directly into an existing circuit or heavy or large products requiring heavy equipment.
Indemnity Agreement. Buyer shall defend indemnity and hold Seller harmless from and against all claims, liabilities, costs, and expenses including, but not limited to those related to injury to or death of Buyer's associates arising from or connected with the possession, handling, processing or use of the product by Buyer or others.
7. Until such time as the Seller is fully paid for products shipped, the Seller reserves, and the Buyer hereby grants to the Seller, a purchase money security interest in the products listed in the order confirmation in the amount of their purchase price plus all attorneys' fees and costs of collection. A copy of the order confirmation may be filed on the Seller's behalf with appropriate state authorities at any time as a financing statement in order to perfect the Seller's security interest. The Buyer will provide the Seller with reasonable assistance in perfecting its security interest. The Seller shall have all rights and remedies of a secured party under the applicable provisions of the Uniform Commercial Code.
8. The Buyer shall reimburse the Seller for all attorneys' fees, court costs and other expenses incurred by the Seller to enforce this Agreement.
9. the Seller warrants products sold by the Seller insofar as warranted by the manufacturer, if any. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED. THE SELLER DOES NOT ACCEPT ANY LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN. IN NO EVENT SHALL THE SELLER'S LIABILITY FOR ANY CLAIM WHATSOEVER EXCEED THE COST OF THE PRODUCTS AND/OR SERVICES GIVING RISE TO THE CLAIM, WHETHER BASED IN CONTRACT, WARRANTY, INDEMNITY OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. IN NO EVENT SHALL THE SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS OR OPPORTUNITIES), HOWEVER CAUSED, ON ANY THEORY OF LIABILITY, WHETHER OR NOT THE SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. Except for the Buyer's payment of the purchase price or additional fees for shipping and as described in Paragraph 2., above, neither party shall be liable for any delay or failure to perform to the extent caused by fire, flood, explosion, war, riot, embargo, labor disputes, compliance with any laws, regulations, orders, acts or requirements from the government, civil or military authorities, terrorist attacks, acts of God or the public enemy, or any act or event of any nature reasonably beyond such party's control.
11. Should any provision of this Agreement be declared by any court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall not be affected thereby, it being the intent of the parties that they would have executed the remaining portion without including any such part or portion which for any reason was declared invalid.
12. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, excluding its conflict of laws provisions and excluding the United Nations Convention on the International Sale of Goods. The parties hereby submit to the exclusive jurisdiction and venue of the state courts situate in Boulder County, Colorado.
13. The Buyer and the Seller agree that this Agreement constitutes the complete and exclusive agreement regarding the subject matter of your order and supersedes any communications, representations or agreements of the parties and cannot be altered, amended, or modified except in writing executed by an authorized representative of each party.
14. More information and policies to which buyer agrees can be found at the Seller's Policies Page as well as on the individual product page.
