Central Garden Group Terms & Conditions

Central Garden & Pet Company – Garden Group

DBA Pennington Seed, Gro Tec, Penn Pak, Excel Garden Products,

New England Pottery, GKI/Bethlehem Lighting, Excel Marketing, Cedar Works

GENERAL TERMS AND CONDITIONS

These General Terms and Conditions shall apply to all sales by any entity or division in Central Garden & Pet Company’s Garden Group (each a “Seller”) to any purchaser (each a “Buyer”). All goods are sold by Seller on the condition that these General Terms and Conditions, including without limitation the disclaimers of warranties and the limitations of liability set forth herein, are binding on Buyer and constitute part of the basis of the bargain between Buyer and Seller.

(1) Each shipment by Seller shall constitute an acceptance of Buyer's order to the extent of the quantity shipped and such acceptance is a sale under these General Terms and Conditions. Seller may refuse to ship any goods or may ship fewer goods than ordered without further obligation.  Failure of Buyer to object prior to shipment shall constitute acceptance of these General Terms and Conditions as to such shipment.  Unless specifically agreed by Seller in writing, these General Terms and Conditions may not be modified by purchase orders or other forms or documents submitted by Buyer containing different or additional terms or conditions. These General Terms and Conditions may be modified by Seller at any time without prior notice, and those in effect on the date a particular order is submitted by Buyer shall be binding on that order.

(2) Prices are subject to change without notice.  Prices effective on the date of a particular order shall apply to that order.  Extra charges will be made for split shipments and special packing unless included in an accepted purchase order. Any sales, manufacturer’s, use, or like taxes shall be paid by Buyer. Charges for prepaid transportation items will be payable within 48 hours of presentation of Seller's invoice. If the price of any article herein specified is priced on a basis that includes transportation charges, any increase or decrease in transportation charges thereon shall be for Buyer's account.

(3) Any applicable pesticide mill assessment specified in the Ca. Food and Agriculture Code Sections 12844 and 12841.1 will be paid by registrant.

(4) Sales tax will be charged to Buyer unless Buyer supplies a valid resale certificate. Seller must receive a copy of the actual certificate, either via fax to (706) 342-2574 or by regular mail to PO Box 290, Attn: Credit Dept, Madison, GA 30650.

(5) All invoices are payable to the address specified on the invoice in lawful money of the United States. Bank drafts, checks and other media of payment shall be immediately negotiable for the full face amount thereof or may be rejected by Seller

(6) Terms are 30 days Net unless otherwise specified on the invoice. Buyer's default in payment of any sum due Seller will render all other outstanding sums immediately due and payable.

(7) Payment must be received by the Due Date stated on the invoice.  If payment is not received by the Due Date, a finance charge of 18% per annum computed at the monthly rate of 1.5% on the unpaid balance, will be made on past due accounts when in compliance with applicable state laws. If not in compliance, interest will be charged at the highest allowable rate. For all delinquent accounts Buyer shall pay Seller’s costs of collection plus attorneys fees.

(8) Seller reserves the right to withhold delivery unless terms satisfactory to its credit department are arranged.  Without limiting the foregoing, Seller may withhold deliveries if Buyer’s credit becomes impaired at any time after the date of an order, or if the amount at any time owing by Buyer to Seller (whether or not at that time due and payable) exceeds the amount for which the credit department in its discretion is willing to extend credit to Buyer.

(9) All merchandise is sold f.o.b. Seller's plants unless otherwise expressly agreed by Seller in writing. Risk of loss of and responsibility for goods shall transfer to Buyer upon delivery to carrier by Seller. All shipments and the delivery dates thereof are subject to delays due to strike or other labor dispute, flood, fire, earthquake, other natural disaster, embargo, accident; inability of Seller to obtain materials, fuel or labor; war, expropriation, confiscation, priority or other ruling, instruction order or interference by civil or military authorities, whether legal or de facto; or due to transportation or any other delay beyond the control of the Seller, and Seller shall not be liable for any such delay.  

(10) If Seller is required to pay any Federal, State or Municipal, tariffs, taxes, excises or charges upon the production, sale or transportation of any goods or material sold hereunder (including without limitation raw materials), Buyer shall reimburse Seller for same.

(11) Subject to the limitations of liability set forth herein, Seller warrants that the goods sold hereunder shall be as described on the container, within recognized tolerances, at the time of delivery to the carrier. LIABILITY ON THIS WARRANTY IS LIMITED TO THE PURCHASE PRICE OF THE GOODS ACTUALLY RECEIVED BY SELLER. EXCEPT AS SET FORTH IN THIS SECTION 11, SELLER MAKES NO REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY GOODS SOLD BY SELLER, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION OR WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ALL SUCH OTHER REPRESENTATIONS AND WARRANTIES ARE HEREBY DISCLAIMED. 

(12) IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR PUNITIVE DAMAGES OF ANY KIND OR CHARACTER (INCLUDING WITHOUT LIMITATION LOST PROFITS) ARISING OUT OF OR RELATED TO GOODS SOLD BY SELLER TO BUYER, AND BUYER HEREBY WAIVES ANY AND ALL CLAIMS FOR ANY AND ALL SUCH DAMAGE.  IN NO EVENT WILL SELLER’S LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM GOODS SOLD HEREUNDER EXCEED THE PURCHASE PRICE FOR SUCH GOODS. All warranty and other claims of Buyer against Seller are subject to deduction and offset for amounts owed to Seller by Buyer.

(14) Returns require a valid RGA# to be issued by Seller’s Customer Service Department at the phone number listed on the invoice within 30 days of the receipt of goods   Returned goods must be in the original carton and complete case pack quantity. Buyer is responsible for a 15% restocking fee and related freight cost for any merchandise returned due to unauthorized return, over-stock or customer error. Credit will not be issued for product that has been returned with markings or pricing other than the original packaging.

(15) These General Terms and Conditions and all actions arising from the subject matter hereof, regardless of legal theory, shall be governed by and construed in accordance with the internal substantive laws of the state from which the subject goods were shipped, without reference to said state’s conflict of laws doctrines and without application of rules favoring the non-drafting party. Jurisdiction and venue for any and all actions arising from the subject matter hereof, regardless of legal theory, shall be in the appropriate state or federal court sitting in the state from which the subject goods were shipped. If no goods are shipped prior to the action, the laws of the state of Seller’s principal place of business shall govern and jurisdiction and venue shall be in said state. Buyer accepts the jurisdiction of the foregoing courts, waives all objections to venue therein, and agrees that service of process by mail shall be effective.