PURCHASE ORDER TERMS AND CONDITIONS FOR SEED VENDORS
The following terms and conditions (the “T&Cs”) are part of each purchase order (each, a “PO”) relating to the purchase of seeds or other goods by Epic Gardening, Inc. or one of its affiliates (as applicable, the “Company”), and are binding upon the vendor associated with the PO (“Vendor”). The Company and Vendor are referred to as the “Parties”. The PO and these T&Cs are referred to collectively as the “Agreement”.
Acceptance by Vendor is limited to the terms of the Agreement. The Company objects to any different or additional terms in Vendor’s acceptance or any other document or form transmitted on behalf of Vendor, unless the Company’s written consent is first obtained. The Company’s objection to different or additional terms will not be waived by acceptance of any merchandise or by payment of any invoice.
These T&Cs may be updated from time to time without notice to Vendor, therefore any two given POs may be subject to different terms and conditions. It is Vendor’s responsibility to review these T&Cs for each PO it accepts.
The PO and these T&Cs will exclusively govern and control each parties’ respective rights and obligations regarding the purchase and sale of the goods identified in the PO. If any term in a PO conflicts with any term in these T&Cs, the PO will control.
TERMS AND CONDITIONS
PAYMENT TERMS: Payment will be made upon verification of germination and purity by a third-party seed testing laboratory. Payment will not exceed 60 days from delivery and receipt of seed at Epic Gardening warehouse, unless additional cleaning is required in which case payment may be delayed. Vendor agrees to provide a full refund for seed not meeting RUSSL standards.
QUALITY: Vendor agrees to supply only untreated seed. Seed will be subject to an independent germination test. Acceptance of seed is contingent upon results meeting or exceeding RUSSL standards and, if different, the germination rate stated on the PO (specific germination rate noted for each crop). Seed must also meet 98% purity; no noxious weed seed; maximum of .001% weed or other crop seed; no pests or signs of pests; NOP certified organic (only if specified in the PO); free from genetically modified organisms (GMO); and free from disease pathogens for all sprouting seeds. GMO testing will be performed on all alfalfa, soy, corn, and summer squash. Pathogen testing will be performed on all seed meant for edible sprouting purposes.
SEED CLEANING & CONDITIONING: It is Vendor’s responsibility to provide clean seed that achieves 98% purity. If the Company deems it reasonably necessary, the Company may perform and charge for additional seed cleaning and conditioning. For seed that requires one hour or less of cleaning (aggregating all seed delivered under a given PO), the Company will not charge. For seed that requires more than one hour of cleaning (aggregating all seed delivered under a given PO), the Company will charge $35.00/hour until 98% purity is met. The Company will only pay for clean, viable seed that meets the quality standards listed above. Any weight removed during the cleaning process will either be discarded or returned to Vendor, per Vendor’s request and at Vendor’s expense. No payment will be made for discarded or returned weight.
CROP FAILURE: No payment will be made for crop failure.
SCALE FOR OVERAGES: With prior approval, the Company may accept up to 100-150% of contracted amount at the agreed upon price listed on the PO.
PACKING: Up to 50 lbs. woven poly bags, packed on pallet or boxed appropriately. Vendor agrees to pack order to ensure it survives shipment. The Company will pay reasonable costs for bags and pallets.
SHIPPING: To be arranged and paid for by the Company.
INDEMNIFICATION: Vendor will indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, affiliates, and successors (collectively, “Indemnified Parties”) against any and all losses, liabilities, claims, settlements, interest, penalties, costs, or expenses of whatever kind, including reasonable attorneys’ fees, and the costs of enforcing any right to indemnification under the Agreement and the cost of pursuing any insurance providers, incurred by any Indemnified Party (collectively, “Losses”), arising out of or resulting from (i) the gross negligence or willful misconduct of Vendor and/or (ii) any claim of a third party alleging that the seed or other goods supplied by Vendor, or any material present therein, caused or threatened to cause injury or harm to any person.
GENERAL CONTRACT TERMS. The general contract terms located at https://www.epicgardening.com/general-contract-terms/ (the “General Contract Terms”) are incorporated into this Agreement by reference and apply to this Agreement as if directly included herein.