Garden Works Terms and Conditions of Use
PLEASE READ THESE TERMS AND CONDITIONS OF — USE (“– USER AGREEMENT”) VERY CAREFULLY.


Garden Works Terms and Conditions of Sale

PLEASE READ THESE TERMS AND CONDITIONS OF SALE (“SALE AGREEMENT”) VERY CAREFULLY.
THE CUSTOMER AGREES TO BE BOUND BY THIS SALE AGREEMENT AND ACCEPTS ITS TERMS AND CONDITIONS (UNLESS THE CUSTOMER HAS SIGNED A SEPARATE FORMAL PURCHASE AGREEMENT WITH Garden Works. IN WHICH CASE THE SEPARATE AGREEMENT SHALL GOVERN). 

Important Information About This Legal Contract
This Sale Agreement is a legal contract between the Customer and Garden Works. The Customer accepts this Sale Agreement by making a purchase, placing an order, or otherwise shopping on the Site. (References to “you” or “your” shall relate to the Customer; references to “Garden Works” shall relate to Garden Works and its affiliates.) The terms and conditions of this Sale Agreement are subject to change without prior notice, except that the terms and conditions posted on the Site at the time the Customer initially places or modifies an order will govern the order in question.

This Sale Agreement constitutes the entire agreement between the Customer and Garden Works relating to the purchase or sale of goods or services on the Site. The Sale Agreement may only be modified or terminated with regard to goods or services that have been purchased or sold on the Site in a writing signed by Garden Works. Electronic records (including signatures), that are otherwise valid, shall be accepted under the Sale Agreement. The Customer consents to receiving electronic records, which may be provided via a web browser or e-mail application connected to the Internet; consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting Garden Works at the address provided below.

In the event of any conflict between the terms and conditions stated on your purchase order and this Sale Agreement or any terms and conditions on our invoice, you agree that the provisions of this Sale Agreement and our invoice shall control. 

Governing Law
THIS AGREEMENT AND ANY SALES HEREUNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF FL, WITHOUT REGARD TO CONFLICTS OF LAWS RULES. THE CUSTOMER CONSENTS TO THE JURISDICTION OF THE FEDERAL OR STATE COURTS LOCATED IN COUNTY, FL FOR PURPOSES OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THIS SALE AGREEMENT.

Title; Risk of Loss
Title to goods herein being purchased is retained by the seller until goods are paid for by the purchaser and at that time title passes to the purchaser. Loss or damage that occurs during shipping by a carrier selected by Garden Works is Garden Works’s responsibility. Loss or damage that occurs during shipping by a carrier selected by Customer is Customer’s responsibility. Title to software will remain with the applicable licensor(s).

Export Sales
If goods herein being purchased are being purchased for purposes of export, the Customer must obtain from the federal government certain export documentation before shipping to a foreign country. In addition, manufacturers’ warranties for exported goods may vary or even be null and void for goods exported outside the United States. The Customer should inquire further regarding any questions. Any and all liability is only for the products purchased. 

General Legal Disclaimer
Garden Works HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER BY Garden Works IN NO WAY AFFECTS THE TERMS OF THE MANUFACTURER’S WARRANTY, IF ANY. 

Internet Disclaimer
Internet connectivity requires access services from an Internet access provider. Contact your local access provider for rates, terms and conditions. 

56K Disclaimer
56K modems are capable of 56Kbps downloads, however, current regulations limit download speed to 53Kbps. 

Third-Party Product and Y2K Disclaimer
All products sold by Garden Works are third party products and are subject to the warranties and representations of the applicable manufacturers, including but not limited to Y2K compliance. Accordingly, Garden Works makes no representation or warranty with respect to the Y2K compliance of products sold.

Pricing and Information Disclaimer
All pricing subject to change. For all prices, products and offers, Garden Works reserves the right to make adjustments due to changing market conditions, product discontinuation, manufacturer price changes, errors in advertisements and other extenuating circumstances. High volume bids are welcome!
While Garden Works uses reasonable efforts to include accurate and up-to-date information on the Site, Garden Works makes no warranties or representations as to the Site’s accuracy. Garden Works assumes no liability or responsibility for any errors or omissions in the content on the Site. 

Limitation of Liability
Garden Works WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS OR OTHER CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. Garden Works WILL NOT BE LIABLE FOR PRODUCTS OR SERVICES NOT BEING AVAILABLE FOR — USE OR FOR LOST OR CORRUPTED DATA OR SOFTWARE. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES, Garden Works IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE(S) UNDER THIS AGREEMENT.

Arbitration
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) arising from or relating to this Sale Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Sale Agreement (including, to the full extent permitted by applicable law, relationships with third parties who are not signatories to this Sale Agreement), Garden Works’s advertising, or any related purchase SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY THE NATIONAL ARBITRATION FORUM (NAF) under the Code of Procedure of ARBITRATION-FORUM.COM (the “Code”) in effect at the time the claim is filed. The Code is available at http://www.arbitration-forum.com or can be obtained by calling 1-800-753-9448. Notwithstanding any choice of law provision included in this Sale Agreement, this arbitration agreement is subject to the Federal Arbitration Act (9 U.S.C. §§ 1-16) and the New York Convention on the Enforcement of Arbitration Awards (9 U.S.C. §§ 201-208 or as codified in the jurisdiction where enforcement of the award is sought). Hearings shall be held as provided by the Code and if any In-person Hearing is required, it shall be held in Ocala, FL. Judgment on the award rendered by the arbitrator(s) may be entered by any court having jurisdiction. Each party shall bear its own cost of any legal representation, discovery, or research required to complete arbitration. 

Orders; Payment Terms; Interest; Taxes
Orders are not binding upon Garden Works until accepted by Garden Works. Terms of payment are within Garden Works’s sole discretion. Invoices are due and payable within the time period noted on the invoice, measured from the date of the invoice. Garden Works may invoice parts of an order separately. Customer agrees to pay interest on all past-due sums at the highest rate allowed by law. The Customer is responsible for sales and all other taxes associated with the order. 

Freight Policy
Shipping and handling charges on all orders vary; contact your Garden Works account manager for our most current and competitive rates, options and shipping specials. For the Customer’s protection, we ship only to the verified billing address of the Customer’s credit card. In some circumstances, international shipping may be available. Call for details. 

Return Policy

30-Day “Change Your Mind” Return Policy

If you change your mind about your order you can return it within 30 days of purchase for a full refund (excluding shipping charges).  We will not pay for return shipping.  The item MUST be returned in unused, like-new condition and in its intact original packaging.  Otherwise, we reserve the right to not take the item back unless you agree to a 20% restocking fee.  

If you are returning a product due to a manufacturers defect, the item will need to be inspected by a Customer Service representative.  Replacement or credit will be issued if the item has not been misused or abused and is still covered under the warranty period.  We do not pay for return shipping.  If the product is deemed to have a manufacturer’s defect and a replacement is sent, we will pay shipping costs for the replacement.

Warranty

All tools Made in the USA have a 5 year warranty against defects in materials and workmanship.  All other products have a 90 day warranty against defects in materials and workmanship.

Credit Cards
Credit card charges are processed online after ordering the products and/or services.

* Cost of Shipping
Due to the size of some of our retail items, a portion of shipping costs have been factored into the retail price.  This allows us to continue offering free shipping on all orders over $50.

Standard Terms and Conditions of Business

1. General:  These Terms and Conditions set forth the terms and conditions pursuant to which the purchaser (“Purchaser”) will purchase and The Earthly Way, Inc.™ (“Seller”) will sell any Earthly Way, Inc.™, Garden Works®, Star Kitchen and Home™ or VinoMates™ brand or other products (“Products”). Additional or different terms and conditions proposed by Buyer are objected to and hereby rejected unless expressly agreed upon in writing by Seller.

2.  Acceptance/Returns:  All orders for Products shall be subject to acceptance by Seller.  Purchaser shall not return any Products which are shipped by Seller without the consent of, and upon terms agreed to, by Seller.

3. Price:  Prices shall be agreed upon by Seller and Purchaser and Seller will not change prices without 30 days prior written notice to Purchaser.  Seller’s prices do not include sales, use, excise or similar taxes if applicable.  The amount of any present or future sales, use or other similar tax applicable to the sale or use of the Products shall be paid by Purchaser.

4. Payment Terms:  Payment terms will be in accordance with Sellers Net 30 terms or terms previously agreed upon by Seller and Purchaser.  Any changes in terms must be agreed upon in writing by both Seller and Purchaser.

5. Resale Certificates:  Per the State of Florida Department of Revenue, all wholesale sales must be accompanied by a valid Resale Certificate.  It will be the responsibility of the Purchaser to forward an updated copy of the Resale Certificate to Seller on a yearly basis or as updated according to the laws of Purchasers state.  If the Purchaser fails to provide Seller a copy of Purchaser’s valid state issued Resale Certificate, the sale will be deemed as taxable and the Purchaser will be charged all applicable taxes.

6. Past Due Accounts/Finance Charges/Discounts: The Purchaser will be charged interest at the rate of 1.5% per month on all balances not paid by the due date indicated on the invoice.  This includes but is not limited to collection fees, court costs and attorney fees when necessary.  If the Purchaser has an outstanding invoice and an order pending, the Seller, at its sole discretion, may hold all pending orders until Purchaser’s account is current and in good standing including the payment of finance charges.  All NSF checks will be assessed a $30 NSF Check Fee.

Any Discounts granted to Purchaser by Seller, is applicable only to accounts in good standing.  If Purchaser’s account is past due 45 days or more, any discounts given will be forfeited by the Purchaser and the entire amount of the invoice will be due, including finance charges.

Seller has the option of changing the Terms of Purchaser’s account to prepay status at any time if Seller discovers derogatory credit information or if Purchaser is late paying.  Purchaser will be notified by Seller in writing of any change in Terms.

7. Delivery/Freight Charges:  Seller will ship Products to Purchaser via the most economical way or by Purchasers preferred carrier, FCA (FOB) Seller’s warehouse located in Ocala, FL.  Seller is not liable to Purchaser for any delays in delivery that are due to unavoidable circumstances including but not limited to delay of carrier to arrange for pickup or delivery; extreme weather; labor disputes or other issues that arise that are out of the Seller’s control. Seller is not liable for any carrier’s mishandling of the Products.  Risk of loss shall pass to Purchaser at the FCA (FOB) point (Ocala, FL).  If the Purchaser requests to use a different carrier, Purchaser will provide all information, including account number and carrier contact, at the time the order is placed.  Seller may ship Products in partial shipments to Purchaser, as reasonably determined by Seller.  Seller shall not be responsible or liable for any loss or damage whatsoever, including loss of income and/or profits, incidental, special or consequential damages resulting from Sellers delayed performance in shipment or delivery of the Products for any reason whatsoever.  All freight charges shall be paid by the Purchaser and are part of the payment terms unless previously agreed upon by Seller.  The freight charges will be stated on the Seller’s invoice.

8. Indemnification:  Purchaser shall fully defend, indemnify, and hold harmless Seller from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury, of any kind whatsoever (including without limitation all claims for monetary loss, property damage, equitable relief, personal injury and/or wrongful death), whether brought by an individual or entity, or imposed by a court of law or by administrative action of any federal, state, or local governmental body or agency, arising out of, in any way whatsoever, any acts, omissions, negligence, or willful misconduct on the part of Purchaser, its officers, owners, personnel, employees, agents or contractors.  This indemnification applies to and includes, without limitation, the payment of all penalties, fines, judgments, awards, decrees, attorneys’ fees, and related costs or expenses, and any reimbursements to Seller for all legal fees, expenses, and costs incurred by it.

9. Warranties: Seller warrants that the Products sold hereunder will be free from defects in materials and workmanship for a period of ninety (90) days from the date of shipment from Seller’s warehouse.  In no event shall the Seller or the Manufacturing and Selling parties be liable (and Purchaser shall not assert any claim) for special, incidental, compensatory or consequential damages, including loss of profits.  Purchaser’s sole and exclusive remedies under this warranty shall be limited, at Seller’s exclusive discretion, to: (1) replacement of any defective Products; or (2) return of the defective Product for credit to be used towards a future purchase.  It will be at the Seller’s discretion to issue a call tag for return of the defective Products. The warranty and remedy set forth above are conditioned upon the proper storage, use and maintenance of the Products.  No agent, employee or representative of Seller (or any distributor, dealer or sales representative of Seller) has the authority to bind Seller to any affirmation, representation or warranty concerning the Products sold hereunder, and unless such affirmation, representation or warranty is specifically included in these Terms and Conditions, it will not form a part of the basis of these Terms and Conditions and shall in no way be binding upon the Seller or enforceable by Purchaser.

All tools Made in the USA have a 5-year warranty against defects in materials and workmanship.

10. Returns:  All Products returned to Seller for reasons other than defects or errors will be assessed a 20% restocking fee based upon the price the Purchaser purchases the Product from Seller and Product must be returned in the same condition upon which they were shipped to Purchaser.  A call tag will not be issued and freight charges will be the responsibility of the Purchaser.

11. Shortages:  Purchaser must check all shipments upon receipt.  All shortages, overages and/or damages must be reported to Seller within 15 days of receipt of goods.  Claims originating after the 15-day period will not be accepted.