IMPORTANT: THIS IS A CONTRACT. DISCLAIMER OF WARRANTIES AND OTHER IMPORTANT CONTRACT TERMS ARE AN INTEGRAL PART OF THIS CONTRACT. THIS DOCUMENT REPRESENTS THE WHOLE AGREEMENT BETWEEN SELLER AND BUYER.
If grades ordered are not available, substitution will be confirmed with buyer. 5% Washington State assessment will be charged to support the foundation vineyard at W.S.U. and other grapevine improvement projects recommended by the Grapevine Advisory Committee.
C=Propagated under WSU or approved Certification program and inspected by WSDA.
Reg=Propagated from a reputable source and inspected by WSDA.
DISCLAIMER OF WARRANTIES: EXCEPT AS STATED FOLLOWING, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES BY INLAND DESERT NURSERY (SELLER) WITH REGARD TO THIS SALE OR THE SUITABILITY FOR THE PURPOSES OF PURCHASER’S USE OF ANY GRAPE PLANTS SOLD HEREUNDER. THE FOLLOWING WARRANTY IS MADE AS PART OF THE BARGAIN BETWEEN SELLER AND PURCHASER HEREIN AND IN LIEU OF ANY AND ALL OTHER WARRANTIES OR REPRESENTATIONS BY SELLER. Exhibition of a sample or model of the goods shall not create an express or implied warranty that the goods shall conform to the sample or model. SELLER WARRANTS only that its plant
materials are: True to name as described herein: carefully grown, properly graded for uniformity of size and quality; carefully stored to maintain their high quality; carefully packed to reach you in the best possible condition, and shipped in good, live condition. All nursery stock carries a Washington State Department of Agriculture certificate that plant materials have been inspected and are visibly free from injurious insects and plant diseases. Seller cannot assure detection of nonvisible plant diseases, virus or defects and does not warrant nursery stock to be free of nonvisible plant diseases, viruses or defects. Because growth of nursery stock is determined to a large extent by the care it receives from the planter and grower due to conditions beyond Seller’s control including, but not limited to: soil, weather, purchaser’s negligence and improper use of chemicals or fertilizers, Seller cannot and does not warrant or guarantee growth, however depending on availability; replacements will be made at half-price on any plants that fail to grow provided notified in writing by August 1st, following planting, not to exceed 2-1/2% of plants planted prior to April 1st, and all terms are met.
PLANT PATENT AND/OR TRADEMARK: The price of some of the plants purchased by buyer may include a plant patent and/or trademark royalty. In exchange for those royalty payments, seller grants to buyer a limited, non-exclusive license to use the plant for the sole purpose of growing, harvesting and selling the crop obtained from the plant. This license does not include the right to a sexually propagate the plant in any manner, for any purpose.
CLAIMS OR REFUNDS: In order to be honored by Seller, all claims made concerning misshipment, faulty count, erroneous invoicing, inferior quality as shipped, or any other such claim attributed to Seller, MUST BE PLACED NO LATER THAN TWO (2) WORKING DAYS AFTER MERCHANDISE IS DELIVERED. Seller has no responsibility for damages to plant materials incurred during shipping when shipped on contracted carrier. Risk of loss is on Buyer from time of delivery of merchandise to contracted carrier or buyer. If any plant materials are proven to be in violation of the above warranties, Seller will either: (a) replace at its expense such original plant materials F.O.B. point of shipment to Buyer; or, at its option, (b) refund the original purchase price of such plant materials less any freight paid by Seller. UNDER NO CIRCUMSTANCE WILL SELLER BE LIABLE FOR ANY CONSEQUENTIAL OR SPECIAL DAMAGES OR FOR ANY AMOUNT GREATER THAN THE ORIGINAL PURCHASE PRICE OF THOSE PLANT MATERIALS THAT ARE IN VIOLATION OF THE ABOVE WARRANTY. With respect to plant material being untrue to name, if Seller is notified by November 1st following its first fruiting season that plant material delivered to Buyer is not of the variety described on the invoice, Seller will either replace the item F.O.B. its shipping point or refund the purchase price of the item, less any freight or charges paid by Seller.
NON-DELIVERY OF PLANT MATERIALS: All orders are accepted without liability for nonperformance if strikes, labor shortages, crop conditions, delay in transportation, weather, casualty, error in count or any matters beyond the control of Seller prevent delivery. Seller is not responsible beyond a deposit refund if a partial or full crop failure affects deposit orders in numbers of plants anticipated. If this is to occur, orders will be honored according to deposit dates.
CONTINGENCIES: Seller will correspond with buyer before delivery if seller is unable to furnish size ordered by Buyer and other sizes are available.
PAYMENT TERMS AND DEPOSITS: Buyer agrees to make payment in full on or before delivery unless prior credit arrangements are made, in which latter event payments shall in any event be due within thirty (30) days of date of plant material invoices. Service charge on overdue accounts will be paid at 1% per month (12% per annum) compound monthly. A deposit per plant is required except on: “if available” terms replacement plants or upon orders by government agencies. If deposits are not paid within 30 days of invoice date the seller reserves the right to cancel sale agreement without notice to buyer. Buyer’s deposits will be refunded in full as to ordered items we are unable to supply. In the event of cancellation of this order by Buyer, deposits made hereunder are nonrefundable unless plants can be resold.
TAXES: Any taxes, such as sales tax, use tax, value added tax and any other local tax by any government body is the responsibility of the purchaser. Buyer certifies that all items except as indicated to the contrary heron are purchased for use to reimburse the Seller the sales tax if used or consumed otherwise.
TIME IS OF THE ESSENCE: If the Buyer becomes insolvent or has any bankruptcy or reorganization proceeding filed by or against it or fails to perform any other obligation imposed herein or by law, Buyer shall be in default and Seller may immediately enforce any and all of the remedies provided by law including cancellation hereof. The purchase herein provided and the terms thereof shall be interpreted according to the laws of State of Washington. In the event of dispute regarding the terms of this purchase or in the event of collection action brought by Seller hereon, exclusive jurisdiction thereof shall be in the State of Washington with venue in Benton County. The prevailing party in such dispute or in any collection proceeding, whether in or out of court shall be entitled to all reasonable attorney’s fees and expenses incurred in the resolution of such dispute or in collection hereunder.
ENTIRE AGREEMENT: Buyer and Seller agree this document represent the complete and exclusive statement of the agreement between them and supersedes all proposals or prior agreements, oral or written, and all other communications between them relating to the subject matter hereof. written acceptance of this order or acceptance of delivery of the plant materials hereunder constitutes acceptance of all the above terms and conditions of sale and is a contract between Seller and all orders taken by agents are subject to confirmation through such business office of Inland Desert Nursery in Benton City Washington and all orders taken by agents are subject to confirmation through such business office. This agreement cannot be assigned by Buyer without the prior written consent of Seller. If any portion of this agreement is deemed to be invalid or is found to have been changed, modified or waived, the remainder of the agreement remains in full force and effect.
At Inland Desert Nursery, we are dedicated to the satisfaction of our customers.