Please review these Purchase Terms carefully before Buyer as the “Buyer” make Buyer’s purchase decisions. It contains very important information about Buyer’s rights and obligations, as well as limitations and exclusions that may apply to Buyer. Buyer agrees that its purchase of a Product through Reduce. Reuse. Grow., INC. (“Reduce. Reuse. Grow.” or “us” or “we”) is governed by these Purchase Terms set forth below and the applicable Sales Agreement (collectively, the “Agreement”). This is a legal agreement between Buyer and Reduce. Reuse. Grow. Please read this Agreement carefully. Buyer’s signature on a Sales Agreement and/or placement of an order indicates Buyer’s acceptance of this Agreement. Reduce. Reuse. Grow. reserves the right to make changes to these Purchase Terms at any time, with or without notice.
1. Restoration Plantings and Advertisement
As it is a core mission for Reduce. Reuse. Grow. to plant a plant with each Product case purchased, we cannot guarantee the fact that a plant will indeed be planted for each Product case purchased. Due to seeding model we use to plant high volumes of plants for our planting program, germination rates vary and may not exactly equal 1 plant successfully germinated and long term success, for 1 Product case purchased. We advertise that we plant at least 1 seed per Product case to execute the 1-for-1 model. We try our best and work very closely with restoration professionals in order to increase our germination rates for each seed planted and ensure long term success, however we cannot and do not guarantee this . By purchasing our Products, our Buyer is supporting the research and development of our 1-for-1 planting program.
2. Order Acceptance Policy
Buyer’s order to purchase a Product constitutes Buyer’s offer to purchase, which Reduce. Reuse. Grow. may accept or decline in its sole and absolute discretion. Orders are not binding upon Reduce. Reuse. Grow. until accepted by Reduce. Reuse. Grow. Reduce. Reuse. Grow. also reserves the right at any time to supply less than the quantity Buyer ordered of any item, in which case Reduce. Reuse. Grow. will notify Buyer and give Buyer an opportunity to cancel Buyer’s order. Buyer may not cancel Buyer’s order after Buyer has approved of the Product proofs bearing the artwork, logos and trademarks.
3. Pricing and Payment Terms
3.1 Pricing Information
The purchase price for the Products are as set forth in the Sales Agreement.
In the event a Product is listed at an incorrect price due to a typographical error, an error in pricing information received from our suppliers or our failure to timely update pricing information, Reduce. Reuse. Grow. shall have the right to cancel any order placed for a Product listed at an incorrect price, whether or not the order has been confirmed and Buyer’s credit card charged. If Buyer’s credit card has already been charged for the purchase and Buyer’s order is canceled, Reduce. Reuse. Grow. shall promptly issue a credit to Buyer’s credit card account in the amount charged to Buyer’s credit card.
3.2 Payment Terms
Payment terms are within Reduce. Reuse. Grow.’s sole and absolute discretion and, unless otherwise agreed to by Reduce. Reuse. Grow. in writing, payment must be made by credit card.
All orders placed by Buyer must be approved by our Credit and Fraud Avoidance Department or service provider. In certain circumstances, we may require additional verifications or information before accepting Buyer’s order. In addition, credit card payments are subject to clearance by the bank or other financial institution that issued Buyer’s credit card. Reduce. Reuse. Grow. will not be liable if the bank or financial institution refuses to approve or honor Buyer’s credit card.
Buyer grants Seller a security interest in the Products until Buyer has fully paid Seller for all Products. Buyer acknowledges and agrees that Seller may repossess, retain and/or not deliver Products if Buyer does not fully and properly pay Seller for the Products. Buyer will assist Seller in all reasonable respects to perfect such security interest if requested by Seller.
4. Sales Tax, Shipping, Warehousing and Handling Charges and Terms
Purchase prices do not include sales tax. Reduce. Reuse. Grow. may charge sales tax where applicable. If Reduce. Reuse. Grow. does not charge sales tax, Buyer will be responsible for payment of any applicable sales tax in the state, county or municipality in which Buyer resides.
Purchase prices do not include shipping and handling charges. By placing an order, Buyer agrees to pay the shipping and handling charges that apply.
Warehousing fees and delivery fees will apply to all outstanding product that is being warehoused on Sales Agreements after the 12 month initial delivery date. Warehousing fees of $35-60 per pallet per month will apply. Delivery fee is 10-25% of product sku's price. Pricing for warehousing and delivery fees are subject to change on a month to month basis.
Products will be shipped directly to Buyer by the product manufacturer or will be shipped to Seller for delivery to Buyer. Any delivery or shipment date provided by Reduce. Reuse. Grow. is Reduce. Reuse. Grow.'s good faith estimate, which is based solely upon the estimates of third-party shipping companies. Buyer acknowledges that a Product purchased by Buyer may not be available for delivery at the time requested. Reduce. Reuse. Grow.'s only obligation is to contact the Product provider, as applicable, and request that such provider ship such Product in the manner and time quoted to Buyer. Reduce. Reuse. Grow. WILL NOT BE LIABLE FOR ANY LOSS, DAMAGE, COST OR EXPENSE INCURRED BY BUYER AS A RESULT OF ANY DELAY IN THE SHIPMENT, DELIVERY OF A PRODUCT.
5. Return Policy
All Product returns shall be made in accordance with our return policy, as then in effect, and must be made directly through Reduce. Reuse. Grow. Currently, our return policy is to only allow returns for damaged Products as determined by Reduce.Reuse.Grow. in its sole discretion.
6. Manufacturer's Warranty
Buyer acknowledge that the Products available for purchase from Reduce. Reuse. Grow. are not manufactured, provided or warranted in any way by Reduce. Reuse. Grow. The Products sold are subject only to any applicable warranties provided by the manufacturer. Prior to purchasing a Product, Buyer should contact the applicable manufacturer and obtain a copy of their warranty documentation. Extended warranties may be available directly from select manufacturers and providers. ALL REQUESTS FOR WARRANTY AND/OR SUPPORT SHOULD BE MADE DIRECTLY TO THE MANUFACTURER, IN ACCORDANCE WITH THEIR TERMS AND CONDITIONS AND WARRANTIES. ALL PRODUCT COMPLAINTS SHOULD BE DIRECTED TO THE MANUFACTURER..
REDUCE. REUSE. GROW. MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO PRODUCTS. REDUCE. REUSE. GROW. EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND WITH RESPECT TO PRODUCTS, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. BUYER AGREES THAT REDUCE. REUSE. GROW., ITS DIRECTORS, OFFICERS, EMPLOYEES OR OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR ANY LOSSES, CLAIMS, EXPENSES OR DAMAGES ARISING FROM ANY PRODUCT. BUYER AGREES TO LOOK SOLELY TO THE PRODUCT MANUFACTURER CONCERNING ANY COMPLAINTS, DEFECTS, LOSSES, CLAIMS, EXPENSES OR DAMAGES.
8. Limitation of Liability and Consequential Damages Waiver
IN NO EVENT SHALL REDUCE. REUSE. GROW.'S DIRECTORS, OFFICERS, EMPLOYEES AND REPRESENTATIVES BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES RELATED IN ANY WAY TO ANY PRODUCTS OR FOR ANY AMOUNTS EXCEEDING THE FEES PAID AND PAYABLE BY BUYER TO SELLER HEREUNDER.
9. General Release
BUYER UNDERSTANDS THAT REDUCE. REUSE. GROW. DOES NOT MANUFACTURE PRODUCTS SOLD HEREUNDER, BUT RATHER, OBTAINS SUCH PRODUCTS FOR DISTRIBUTION AND PERFORMANCE THROUGH THIRD PARTY SUPPLIERS AND SERVICE PROVIDERS. SINCE REDUCE. REUSE. GROW. IS NOT THE MANUFACTURER OF ANY PRODUCT SOLD HEREUNDER, IN THE EVENT THAT BUYER HAVE A DISPUTE WITH A MANUFACTURER OR A SERVICE PROVIDER CONCERNING A PRODUCT, BUYER RELEASES REDUCE. REUSE. GROW.(AND OUR DIRECTORS, OFFICERS, AGENTS, EMPLOYEES AND AFFILIATES) FROM ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IF BUYER ARE A RESIDENT OF THE STATE OF CALIFORNIA, BUYER WAIVES BUYER’S RIGHTS UNDER CALIFORNIA CIVIL CODE §1542, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.."
10. Miscellaneous Provisions
This Agreement constitutes the entire agreement and understanding between Buyer and Reduce. Reuse. Grow. relating to the subject matter hereof and supersedes all prior negotiations and understandings, both oral and written, regarding such subject matter. Buyer may not assign Buyer’s rights or obligations under this Agreement. This Agreement may not be modified or amended except in a writing signed by Buyer and Reduce. Reuse. Grow. except that Reduce. Reuse. Grow. may change these Purchase Terms at any time. This Agreement governed by the laws of the State of California, without regard to its conflicts of laws principles. If any provision of this Agreement is or deemed to be unenforceable, illegal or otherwise invalid, that provision and the remaining provisions of this Agreement will be enforced to the greatest extent permitted by law. 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) against Reduce. Reuse. Grow., its agents, employees, successors, assigns or affiliates arising from or relating to this Agreement, its interpretation, or the breach, termination or validity thereof, the relationships which result from this Agreement, Reduce. Reuse. Grow.'s advertising, or any related purchase shall be resolved exclusively and finally by binding arbitration administered by the American Arbitration Association, under its code of procedure then in effect. The arbitration shall be held in Orange County California. Any award of the arbitrator shall be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, a party may seek and enforce injunctive or other equitable relief in any court of competent jurisdiction at any time. Reduce. Reuse. Grow. is not liable for any event of force majeure, including, without limitation, strikes, fires, earthquakes, weather, and other acts of God.