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TERMS AND CONDITIONS OF USE
THE TERMS AND CONDITIONS SET FORTH IN THIS FORM (THE "TERMS") AND ANY WRITTEN AGREEMENT EXECUTED BY BUYER AND AGRISAFE ("AGREEMENT") CONSTITUTE THE ENTIRE AGREEMENT, BY AND ON BEHALF OF ITS SUBSIDIARIES AND AFFILIATES, BETWEEN AGRISAFE AND BUYER. AGRISAFE WILL NOT BE BOUND BY ANY ADDITIONAL OR DIFFERENT TERMS ON BUYER'S ORDER OR OTHER DOCUMENTS THAT ARE INCONSISTENT WITH THESE TERMS. ACCEPTANCE BY BUYER OF THESE TERMS MAY BE MADE BY (1) WRITTEN ACCEPTANCE, (2) USE OF AGRISAFE’S ONLINE ORDERING SYSTEM OR (3) RECEIPT BY BUYER OF DELIVERY OF ANY PRODUCTS FROM AGRISAFE, WHICHEVER FIRST OCCURS.
Orders
Buyer will submit orders for products and services through Agrisafe's online ordering system for safety supplies and educational materials located at www.agrisafe.org. These Terms apply to all orders for products and services accepted by Agrisafe. Acceptance of Buyer's order by Agrisafe will be made only on the express understanding and condition that insofar as these Terms conflict with any terms and conditions in Buyer's order, these Terms shall govern. No order shall be binding upon Agrisafe until Agrisafe sends Buyer confirmation of such order through e-mail, fax or other written communication.
Prices, Taxes, Payment
All prices quoted, all orders accepted, and all billings rendered are exclusive of all federal, state and local withholding, excise, sales, use and similar taxes, fees, or charges imposed by any governmental authority on this transaction. All prices presented on the site are subject to change at any time and without notice. Buyer will reimburse Agrisafe for any such tax, fee or charge, at the time of sale or thereafter, that Agrisafe is required to pay.
Returns, Changes and Cancellations
Cancellations of and changes to orders for products and services, and returns of products by Buyer, will be subject to Agrisafe's then-existing return, change and cancellation fees. If Buyer requests, Agrisafe will use reasonable efforts to inform the Buyer of the return, change, and cancellation policies existing at the time of Buyer's request. Agrisafe reserves the right to modify its return, change, and cancellation policies and fees at any time and without notice to Buyer. Buyer agrees to pay all charges resulting from such returns, changes and cancellations, and including, without limitation, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, and any other cost resulting from cancellations, changes or returns.
Title, Delivery, and Acceptance
All sales of products are made Freight on Board (F.O.B.) the shipping point. Buyer will be responsible for all shipping and insurance charges and will compensate Agrisafe for all shipping and insurance costs Agrisafe incurs. Title and risk of loss of or damage to the products shall pass to Buyer on the date the products are delivered to a common carrier at the shipping point. In the event of any default by Buyer, Agrisafe may decline to make further shipments without in any way affecting its rights. Agrisafe will not be liable for delay or non-delivery of the products, resulting or arising from any cause beyond the reasonable control of Agrisafe. The products will be deemed accepted on the Shipment Date.
Use of Products
The products sold by Agrisafe are not intended for human consumption. Buyer shall ensure that such personnel at all times use the products strictly in accordance with the instructions, and any warnings on the labels of the products; and Buyer shall obtain written assurances from such third party that the third party will at all times use the products strictly in accordance with the the instructions, and any warnings on the labels of the products.
Confidential Information
"Confidential Information" shall mean any information disclosed by one party to the other which is marked or identified as "Confidential", "Proprietary" or in some other manner to indicate its confidential nature, or information which the receiving party should know that the disclosing party would reasonably regard as confidential. Each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except as set forth herein, and shall use reasonable efforts not to disclose such Confidential Information to any third party. Without limiting the foregoing, each of the parties shall use at least the same degree of care, which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other party under this Agreement. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party's Confidential Information. Notwithstanding the above, neither party shall have liability to the other with regard to any Confidential Information of the other, which the receiving party can prove:
1 was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party;
2 was known to the receiving party, without restriction, at the time of disclosure;
3 is disclosed with the prior written approval of the disclosing party;
4 was independently developed by the receiving party without any use of the Confidential Information;
5 became known to the receiving party, without restriction, from a source other than the disclosing party, without breach of this Agreement by the receiving party and otherwise not in violation of the disclosing party's rights; or
6 is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Breach of the confidentiality obligations set forth in this Section may cause irreversible damage and therefore, the injured party shall have the right to equitable and injunctive relief, and to recover the amount of damages (including reasonable attorneys fees and expenses) incurred in connection with such unauthorized use. Upon expiration or termination of this Agreement, each party shall return all tangible Confidential Information received from the other party. Notwithstanding the foregoing provisions of this Section, Agrisafe will have the right to use, sell, or otherwise distribute aggregated statistical information regarding Buyer's use of Agrisafe’s website in accordance with Agrisafe's Privacy Policy, provided, however, that Agrisafe shall not disclose the name or identity of the Buyer, or any information or data from which such name or identity could reasonably be discerned. In consideration of the above, Buyer agrees that all information on the site including information related to the customer, accounts, electronic catalogue, pricing, and other information are all confidential information and property of Agrisafe.
Indemnity
Buyer shall indemnify, defend, and hold harmless Agrisafe and its employees, agents, successors, officers, and assigns, from any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that Agrisafe may sustain or incur arising from (a) Buyer's use of the products (including without limitation to storage, handling, and transportation of products), (b) use of the products by a third party with Buyer's authorization, (c) use of the products by a third party without Buyer's authorization, where such unauthorized use is due to Buyer's negligent act or omission, or willful misconduct, (d) Buyer's failure to comply with any applicable laws and regulations (including without limitation those regarding the export of products or technology abroad, the Toxic Substance Control Act, and the Emergency Planning and Community Right-to-Know Act of 1986, or to obtain any licenses or approvals from the appropriate government agencies necessary to purchase and use the products), or (e) the Buyer's breach of any of its obligations set forth in these Terms or in the Agreement.
Prospective Statements
Any forward-looking statements contained in or on Agrisafe On-line including, without limitation, those concerning projected costs, profit, involve risks and uncertainties, and are subject to change based on assorted factors, including, without limitation, the impact of changes in economies, achievement of cost reductions and efficiencies, changes in currencies, changes in interest rates, the continued development and acceptance of new products and processes, the impact of competitive products and pricing, future mergers and acquisitions (including any related charges, transactions costs and operational risks), risks associated with foreign operations, litigation, the impact of tax and other legislation and regulation in the jurisdictions in which the company operates, and other risk factors listed from time to time in Agrisafe's reports.
Warranties and Disclaimers
All information appearing on Agrisafe’s website is provided "AS IS" and without warranties of any kind with respect to its correctness, accuracy, reliability or otherwise. Agrisafe provides no warranty with respect to Agrisafe’s website or the products and/or services sold hereunder, except those products directly manufactured by Agrisafe and services directly provided by Agrisafe. For products not directly manufactured by Agrisafe and services not directly provided by Agrisafe, Buyer receives a warranty on such products or services, if any, directly from the manufacturer of those products or provider of those services to the extent such "pass-through" warranties are available. Upon the request of the Buyer, Agrisafe will use commercially reasonable efforts to inform the Buyer of the warranty policy of a particular manufacturer or service provider, or to direct Buyer to a source of such information. AGRISAFE MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO AGRISAFE’S ECOMMERCE WEBSITE OR THE PRODUCTS AND SERVICES SOLD HEREUNDER. AGRISAFE EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. AGRISAFE DOES NOT WARRANT THAT OPERATION OF AGRISAFE’S WEBSITE WILL BE UNINTERRUPTED OR FREE FROM ERRORS OR MISHAPS, THAT DEFECTS WILL BE CORRECTED OR THAT AGRISAFE ON-LINE OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability
AGRISAFE SHALL NOT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, NOR FOR ANY LOSS OF BUSINESS, LOSS OF USE OR OF DATA, INTERRUPTION OF BUSINESS, LOST PROFITS OR GOODWILL, OR OTHER INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THIS AGREEMENT, EVEN IF AGRISAFE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD PARTY CLAIMS AGAINST BUYER. AGRISAFE'S TOTAL LIABILITY UNDER THIS AGREEMENT WITH RESPECT TO ANY PRODUCT OR SERVICE SOLD HEREUNDER SHALL IN NO EVENT EXCEED THE PRICE PAID BY BUYER FOR SUCH PRODUCT OR SERVICE.
General Information
Agrisafe reserves the right to modify any programs, policies, information, products and services contained on Agrisafe’s website at any time and without notice to Buyer. A Buyer who uses information contained on Agrisafe’s website or makes decisions based on such information does so at his own risk. Buyer shall not assign (a) any order for products and/or services placed through Agrisafe or (b) any interest in or any rights under such order, without the prior written consent of Agrisafe. These Terms constitute the entire agreement between Agrisafe and Buyer and supersede all previous communications, representations and agreements (except for the Agreement), whether oral or written, between Buyer and Agrisafe with respect to the subject matter hereof. These Terms may not be modified, supplemented, qualified, or interpreted except in writing signed by Buyer and Agrisafe. The failure by Agrisafe to enforce at any time any of the provisions in these Terms will in no way be construed as a waiver of such provisions.
Access and Use of Information
Access to this site is limited to viewing the linked pages solely for legitimate business purposes to access the information provided by Agrisafe at this site. Any access or attempt to access or hack other areas of the Agrisafe computer systems or other information contained on the system for any purposes is strictly prohibited. You may not use any information contained on this site other than in connection with a legitimate business purpose.
Trademarks
This site contains many Agrisafe, and third-party trademarks and service marks. All marks are the property of their respective companies. All rights in the intellectual property contained in this web site including copyright, trademarks, trade secret and patent rights are reserved. Access to this web site does not constitute a right to copy or use any of the third parties' intellectual property of Agrisafe or its suppliers. Statutory notice contained herein represents trademark status in the United States.
Copyright
All materials contained on this Site are subject to the ownership rights of Agrisafe, Inc. and its Suppliers. Agrisafe hereby authorizes reader to make a single copy of the content herein for readers’ use in learning about, evaluating, or acquiring Agrisafe services or products. Reader agree that any copy made must include Agrisafe copyright notice. No other permission is granted to reader to print, copy, reproduce, distribute, transmit, upload, download, store, display in public, alter, or modify the content contained herein.
Submissions
All remarks, suggestions, ideas, graphics or other information communicated to Agrisafe through this site will forever be the property of Agrisafe. Unless otherwise specified in writing, all material submitted to Agrisafe will be presumed to be public and Agrisafe will not be required to treat the information as confidential. Agrisafe shall have exclusive ownership of all present and future existing rights in the information, without compensation to the person sending the information.
Complete Agreement
The terms and conditions of use contained in Agrisafe's Terms and Conditions of Use contained herein, forms, acknowledgments, quotations, invoices and sales terms and conditions, are incorporated herein by reference and constitute the entire and exclusive agreement between Buyer and Agrisafe.
Separability
If any provision of these Terms of Purchase shall be deemed illegal or unenforceable, such illegality or unenforceability shall not affect the validity and enforceability of any other legal provisions hereof which together shall then be construed as if such illegal and unenforceable provision or provisions had not been inserted herein, unless such illegality or unenforceability shall destroy the underlying business purpose of these Terms and Conditions of Use.
Questions Regarding Terms and Conditions of Use
Any questions regarding the Agrisafe On-line Terms and Conditions of Use should be directed to Natalie Roy nroy@agrisafe.org
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