LANDUS COOPERATIVE - ONLINE AGRONOMY SALES GENERAL TERMS & CONDITIONS
By clicking “Place Order” on this website agreeing to these terms and conditions and by submitting your order for products from Landus Cooperative, an Iowa cooperative association (hereafter “Landus”), you the registered account user (hereafter, the “Buyer”) agree to purchase the product ordered on this website pursuant to the following terms and conditions:
Purchase and Sale: Landus agrees to sell to Buyer and Buyer agrees to purchase and pay for agronomy products by submitting the online purchase order containing the products selected for purchase in the online storefront (collectively, the "Products"), subject to manufacturer availability and Landus’ acceptance of such order, pursuant to the terms and conditions set forth herein. Buyer agrees that all Products must be picked up by Buyer at the fulfillment location noted in the purchase confirmation email within 15 days of placing the order, and Buyer will provide proper identification upon request. Any product not picked up by Buyer within 15 days is subject to storage charges equal to 1.5% of the purchase price of the Products per month. All Products must be picked up by Buyer within 120 days of placing the order and in the event all Products are not picked up by such date, then Buyer agrees that such Products shall be considered abandoned. Storage charges are subject to change at the sole discretion of Landus and Buyer shall receive notice of such changes. Buyer acknowledges and agrees that Products sold do not include any services by Landus.
- 2. Price and Payment Processing: Buyer agrees to pay the price and quantity as listed on the storefront checkout page, subject to manufacturer availability and Landus’ acceptance of such purchase order. Buyer agrees to pay for the Products using the third-party payment processor through the website and consents to the use of such third-party and will comply with any requirements of such third-party.
- 3. Buyer's Representation: Buyer represents that he/she/it is a merchant purchasing Products for commercial use and not personal use, and is familiar with and knowledgeable about the allowable uses for the Products and that all Products purchased hereunder shall be used in a manner consistent with Products’ intended use and in compliance with all applicable laws, rules and regulations governing such Products and all industry standards. Buyer hereby assumes all risk and liability for loss, damage or injury to person or property of Buyer or others arising out of the use and possession of the Products. Buyer agrees to indemnify and hold harmless Landus from any and all claims or liabilities asserted against Landus in connection with the sale or use of the Products and any obligation or duty of Buyer.
- 4. NO REFUNDS OR RETURNS: Buyer acknowledges that all sales are final and no returns or refunds will be allowed on Products ordered through the online storefront. Buyer also acknowledges and agrees that Landus shall not be responsible for any contamination where Buyer provides bulk storage/transportation tanks for storage and/or transport of the Products.
- 5. Claims, Remedies for Seller. If for any reason the Buyer’s payment is rejected, returned or refunded by the payment processing company, Landus in its sole discretion, without further notice, and in addition to any other remedy available at law or in equity, may withhold the Products as ordered but require cash at the time of pickup, or may extend the time of order fulfillment to a future period (subject to a storage fee determined at the sole discretion of Landus), or cancel the order placed by Buyer. In any event, Buyer shall remain liable to Landus for all Products ordered and picked up by Buyer if the payment is returned or rejected. In the event Landus is required to pursue any action to collect payment, Buyer agrees to pay any and all reasonable attorney’s fees and costs incurred by Landus related to such payment collection.
- 6. Limitation of Warranties: ALL PRODUCTS ARE SOLD "AS IS" AND LANDUS HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES OF ANY KIND AND WITHOUT LIMITATION DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM OPERATION OF LAW OR OTHERWISE WITH RESPECT TO THE PRODUCTS AS TO MERCHANTABILITY, QUANTITY, CONDITION OR QUALITY OF THE PRODUCTS OR ITS SUITABILITY INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
- 7. Limitation of Liability. IN NO EVENT WILL LANDUS’ CUMULATIVE LIABILITY HEREUNDER EXCEED THE TOTAL PURCHASE PRICE OF THE PRODUCTS WHETHER ARISING UNDER WARRANTY, GUARANTEE, CONTRACT, NEGLIGENCE, STRICT LIABILITY, INDEMNIFICATION, FAILURE OF ESSENTIAL PURPOSE OR ANY OTHER CAUSE OR COMBINATION OF CAUSES WHATSOEVER. WITHOUT LIMITATION ON THE FOREGOING, UNDER NO CIRCUMSTANCES SHALL LANDUS BE LIABLE OR HAVE ANY RESPONSIBILITY TO BUYER OR ANY THIRD PARTY, FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST EARNINGS, LOST PROFITS, OR BUSINESS INTERRUPTION.
Force Majeure: In the event of war, fire, flood, strike, labor disputes, freight embargo, breakage of equipment, accident, explosion, riot, terrorism, insurrection, acts of public enemies, acts or order of any government authority , acts of God(including weather), or any other condition beyond reasonable control of Landus interfering with the supply of the Products, including, but not limited to the failure of Landus' suppliers to supply Landus with the Products, Landus shall at its option, be relieved from all obligations of under this agreement to the extent that Landus is unable to perform as a result of such conditions. Nothing in this provision shall excuse Buyer from its obligation to make timely payment hereunder.
- 9. Miscellaneous:
- a. Benefits: This agreement shall bind and benefit the parties and their permitted successors and assigns.
- b. Assignment: Buyer may not assign any of its rights in or delegate any of its obligations under this agreement without the prior written consent of Landus.
- c. Governing Law: Iowa law shall govern the construction and enforcement of this agreement without regard to conflicts of law principles.
- d. Entire Agreement; Amendment: This agreement contains the entire agreement of the parties with respect to the subject matter and supersedes all prior oral or written agreements and understandings. This agreement may not be amended or modified except in writing signed by both parties.
- e. No Inference from Drafting: No inference in favor of or against any party shall be drawn from the fact that such party has drafted any portion of this agreement.
- f. Waiver: The waiver by either party of a breach of any provision of this agreement will not constitute or be construed as a waiver of any future breach of any provision of the agreement.