Terms & Conditions of Sale
Note: The following Terms & Conditions of Sale apply to all product sold.
Acceptance of Terms
These terms and conditions shall govern orders for seeds, bulbs, plants, cuttings, plugs, liners, plant tissue, and growing supplies and other materials (“merchandise”) along with any accompanying order confirmation received comprise the entire agreement between Buyer and Seller, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. No modification of these terms and conditions shall be effective unless in writing signed by Seller. Placement of the order shall constitute Buyer’s acceptance of these terms and conditions.
Limitation of Warranty
Seller warrants, to the extent required by law, that merchandise conforms to the description appearing in the relevant merchandise vendor’s catalog and on container labels, within recognized tolerances. SELLER MAKES NO OTHER OR FURTHER WARRANTY, EXPRESS OR IMPLIED. ALL OTHER OR FURTHER WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED. Certain merchandise may be separately warranted by the manufacturer. Seller does not adopt or ratify any manufacturer warranties, express or implied, and Seller shall have no liability thereunder. Seller does not adopt or ratify any manufacturer warranties, express or implied, made by Buyer upon resale of the merchandise, and Seller shall have no liability thereunder. So too Seller shall have no liability for any food or commercial produce related business including but not limited to crop loss.
Limitation of Remedy
BUYER’S SOLE AND EXCLUSIVE REMEDY SHALL BE REFUND OF THE PURCHASE PRICE. SELLER’S LIABILITY, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, PRODUCTS LIABILITY OR ANY OTHER THEORY OF LIABILITY, IS LIMITED TO THE AMOUNT OF THE PURCHASE PRICE. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES.
Prices
All prices are listed in US or CAD currency. Prices are subject to change without notice. Volume discounts may be available on some products. Please contact your local sales representative.
Additional processing and handling charges may be added, including but not limited to freight and import duties.
Minimum Orders
Minimums vary by supplier. Please contact the office for details. Minimum purchase quantities and increments may also be indicated on the Express Seed Company website when selecting items to add to an order.
International Orders
Please contact your local sales representative regarding all orders which are to be shipped outside of the United States.
Payment
Payment is due in invoiced currency and in accordance with terms specified on invoice. If credit has not been established, payment is due when the order is placed. Visa, MasterCard, and Discover are accepted. In the event of default in the payment of any amount when due, and in addition to all other rights and remedies available to Seller, SELLER SHALL BE ENTITLED TO COLLECT A LATE CHARGE OF 1.5% PER MONTH (18% PER YEAR) OR THE MAXIMUM RATE ALLOWED BY LAW, WHICHEVER IS LESS, ON ALL AMOUNTS PAST DUE FROM THE DATE DUE UNTIL THE DATE PAID. A FEE OF $50.00 WILL BE CHARGED FOR ANY RETURNED CHECK, DECLINED EFT TRANSACTION OR DECLINED BANKCARD TRANSACTION. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees.
Freight & Handling Charges, Inspection, Damaged Goods
The freight and handling charge on Buyer’s invoice covers shipment of the merchandise to Buyer’s destination, and replacement or credit for damaged merchandise if the steps listed here are followed. BUYER WILL NOT REFUSE OR RETURN GOODS, OR THE RIGHT TO FILE A CLAIM IS LOST AND BUYER WILL STILL BE LIABLE FOR THE MATERIAL AND THE FREIGHT. When Buyer receives shipment: 1) Count all cartons. 2) Inspect all cartons for external damage. 3) Check for open or resealed cartons. 4) Note any damages, shortages, open or resealed cartons on the delivery receipt; the carrier’s representative must also sign the receipt. 5) Open all boxes immediately and inspect for damage such as scorched, frozen, or broken plants; material shortages; etc. NOTIFY SELLER IMMEDIATELY IF A SHIPMENT IS DAMAGED OR INCORRECT. It is recommended to take photos of the damage to support your claim. As to claims involving Air Freight, if damage has been found, report it immediately to the airline's freight claim desk before leaving the airport. Be prepared to give the airbill number to the airline representative and the dollar amount of damage. Be sure to get a copy of the claim for your records. As to claims involving FedEx, record the damage on the airbill and call FedEx at 1-800-238-5355 to report the damage. Be prepared to give the airbill number to their representative and the dollar amount of damage. Be sure to get the name of the representative you speak with for your records. Once your claim is filed with the Air Freight carrier or FedEx, call Express Seed at 1-800-221-3838 to report the damage and receive further details on what is needed to file a claim.
Cancellation Policy for Plug and Plant Material
Due to the fact that most plugs and plant material are grown per order, no cancellations will be accepted once propagation has begun.
Notice & Return
Product quality complaints must be started within 48 hours of product receipt. Seller shall have no liability for any defect unless notice is given promptly, not to exceed ten (10) days after such a defect is or should have been discovered. The buyer is limited to thirty (30) from the ship date to report issues. Issues that arise past thirty (30) will not be considered for credit. No merchandise may be returned without the Seller’s prior written authorization. Requests to return merchandise must be made within ten (10) days after delivery. All returns must be in accordance with Seller’s shipping instructions with freight paid by Buyer. All requests for return of merchandise must be made to Express Seed at 1-800-221-3838 or via email to their Customer Service or Sales representative. The Buyer will also be asked to provide a letter stating the reason for the return. The order number or invoice number must accompany the return in order to expedite the credit.
Seed Returns
Because we have no control over the environment in which your seed is stored after leaving our premises, we will not accept returns of merchandise for any reason except in the unlikely event of a conclusive error on our part in filling your order. All returns must be approved in advance in writing by contacting our seed customer service at: seedcustomerserviceteam@expressseed.com.
Delays, Shortages & Substitutions
Merchandise ordered will be delivered within a reasonable time after the receipt of Buyer's purchase order, subject to availability. Delivery dates given by Seller are estimates only and are subject to shipping variations and requirements. Seller shall not be liable for any delays, loss, or damage in transit. Seller reserves the right to make partial shipment. In the event of shortages, Seller may substitute such other, similar merchandise as is available, unless Buyer requests “no substitutes” when the order is placed.
If Seller delivers to Buyer a quantity of Goods of up to 10% more or less than the quantity set forth in the Order Confirmation, Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods at the price set forth in the Order Confirmation adjusted pro rata.
Plant Protection
Varieties described herein may be covered by the Flowering-Only Terms and Conditions of Sale Agreement, United States Plant Patents, United States Plant Variety Protection, Utility Patents, and Plant Breeders' Rights. These varieties may not be reproduced without authorization. The breeder or authorized representative has the right to inspect Buyers' nurseries during normal business hours to assess compliance with the restrictions on use of protected varieties.
Trademarks
® denotes a U.S. registered trademark and ™ denotes a trademark of Express Seed Company or one of our vendors.
Sales Limitations and Export Control
U.S., EU, OR U.N. SANCTIONS PROGRAMS: THE BUYER IS PROHIBITED TO SELL, DIVERT, TRANSFER, TRANSACT, OR RE-EXPORT, DIRECTLY OR INDIRECTLY, TO ANY INDIVIDUAL, ENTITY, OR DESTINATION SUBJECT TO U.S., EU, AND U.N. SANCTIONS PROGRAMS (I.E., NORTH KOREA, IRAN, CUBA, SYRIA, AND CRIMEA REGION OF UKRAINE). THIS INCLUDES, BUT IS NOT LIMITED TO, THE UNITED STATES DEPARTMENT OF TREASURY’S OFFICE OF FOREIGN ASSETS CONTROL (OFAC) SANCTIONS AND THOSE LISTED ON THE OFAC SPECIALLY DESIGNATED NATIONALS (SDN) LIST.
GLOBAL ANTI-CORRUPTION POLICY: EACH PARTY AGREES TO COMPLY WITH ALL APPLICABLE LAWS COVERING BRIBERY, ANTI-CORRUPTION, AND MONEY LAUNDERING IN ALL COUNTRIES IN WHICH THE COMPANY DOES BUSINESS OR OPERATES. THIS INCLUDES, BUT IS NOT LIMITED TO, THE FOREIGN CORRUPT PRACTICES ACT (FCPA), UNDER WHICH IT IS UNLAWFUL TO OFFER, PAY, OR PROMISE TO PAY MONEY OR ANYTHING OF VALUE TO ANY FOREIGN OFFICIAL TO OBTAIN OR RETAIN BUSINESS.
Notice Regarding Seed or Plant Tissue Borne Diseases
Seller makes no representation regarding the freedom from seed-borne diseases of the seed sold and disclaims any liability relating to such diseases, whether previously known to exist or not identified until this seed or plant tissue is grown.
Mandatory Arbitration
In the event of a claim which the Buyer may have against the Seller arising out of or relating to the sale of merchandise and these Terms and Conditions, the parties shall attempt through negotiation to amicably and in good faith resolve the dispute within 30 days of notice by Buyer that a dispute exists, or such other time period as they mutually agree. In the event that the dispute is not resolved as a result of these negotiations, ANY CLAIM WHICH BUYER MAY HAVE AGAINST SELLER ARISING OUT OF OR RELATING TO THE SALE OF THE MERCHANDISE SHALL BE SETTLED BY BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION, SAID ARBITRATION TO BE VENUED IN LORAIN OR FRANKLIN COUNTIES OHIO. The laws of several states require arbitration, conciliation or mediation of disputes involving allegedly defective seed before legal action may be taken. Buyer should contact the State Department of Agriculture for information. Such laws typically require that a complaint be filed with the State Department of Agriculture in time to permit inspection of the seed, crops or plants. If such a complaint is filed, a copy must be sent to Seller by registered or certified mail.
Governing Law, Jurisdiction & Venue
The laws of the State of Ohio, including but not limited to the Uniform Commercial Code as adopted therein, shall govern all matters arising out of or relating to Seller’s sale of merchandise. ANY DISPUTE NOT SUBJECT TO ARBITRATION AND ANY ACTION TO ENFORCE AN ARBITRATION AWARD ARISING OUT OF OR RELATING TO THE SALE OF MERCHANDISE HEREUNDER SHALL BE MAINTAINED IN THE STATE OR FEDERAL COURTS LOCATED IN LORAIN OR FRANKLIN COUNTIES OHIO, AND BUYER SUBMITS TO THE JURISDICTION OF AND VENUE IN SAID COURTS.
Indemnity
By accepting merchandise, Buyer agrees to defend Seller, to hold it harmless and indemnify it from and against any claim or loss asserted by any or all transferees of such merchandise or users of the products of such merchandise who are not notified by Buyer in writing of Limitation of Warranty, Limitation of Remedy, Mandatory Arbitration, Governing Law Jurisdiction and Venue, and Notice Regarding Seed-Borne Diseases in language substantially equivalent to that contained in these Terms and Conditions of Sale.
Severability
If any term or provision of these Terms and Conditions is determined to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.