1. Acceptance of Orders – All orders are subject to acceptance by a duly authorized employee of SHOOTS N’ ROOTS LLC, a Michigan limited liability company (“SNR”) and are not binding upon SNR unless and until acknowledged in writing by SNR. Any terms and conditions specified on Purchaser’s order which are in conflict with, inconsistent with, or in addition to the terms and conditions specified herein, shall not be binding upon SNR unless expressly accepted in writing by SNR. In the absence of such express acceptance, these terms and conditions shall constitute the entire contract between Purchaser and SNR.
2. Terms of Payment – Payment terms are net cash within thirty (30)-days of invoice from SNR. Any other terms of payment must be approved, in writing, by SNR. In case of doubt arising at anytime as to the Purchaser’s financial condition, SNR may suspend shipments or work, at its sole discretion, until it receives satisfactory payment assurances from Purchaser. Overdue accounts shall accrue interest on the past due balance at the rate of five percent (5%) per annum. If said interest rate exceeds the maximum interest rate permitted in Purchaser’s state, the interest rate shall be reduced to that state’s maximum interest rate. Payment shall be in United States’ funds. In the event of any litigation between Purchaser and SNR, if SNR is the prevailing party then Purchaser shall reimburse SNR for all of its costs incurred in the litigation, including court costs and actual attorney fees.
3. Term – The term of this agreement shall start on the date listed on the contract as signed by Purchaser and continue for twelve (12) consecutive months. This agreement shall automatically renew thereafter for additional terms of one (1) month each unless either party gives the other party written notice of termination, via certified mail return receipt requested, at least seven (7) days prior to the termination of the then existing term, or as may be otherwise stated in a written agreement signed by an authorized representative of SNR.
4. Warranty: Purchaser understands and agrees that SNR makes no representations or warranties as to the effect or outcomes of the services provided and that neither SNR nor any of its representatives shall have liability to Purchaser with respect thereto. SNR shall have no liability for the outcome of the Project beyond substantially providing the services agreed to in writing between SNR and Purchaser.
5. Purchaser’s Delegation – Purchaser must obtain SNR’s prior written consent if it wishes to delegate the duty of paying the price for the services to be delivered or work to be performed.
6. Assignment – Purchaser may not assign any of its rights under this contract without the prior written consent of SNR. SNR may assign its right to receive from purchaser the payment(s) required under this contract, at any time, on reasonable notification to Purchaser as to the identity of the assignee.
7. Limitation of SNR’s Damages – Under no circumstances shall SNR be liable to Purchaser or any third-party for any claims based on strict liability or ordinary negligence in the services supplied hereunder, or the work performed. If SNR breaches this contract, Purchaser’s sole remedy shall be recovery from SNR of the difference between the agreed upon contract price with SNR and what Purchaser pays a third-party to purchase the same quantity of services which are of like kind and quality. However, under no circumstances shall the total liability of SNR and its agents, servants, representatives and employees exceed in the aggregate the agreed-upon contract price for the price of the services and work called for under this contract. In no event shall SNR be liable for indirect, special, punitive, exemplary or consequential damages.
8. Indemnification – Purchaser agrees to indemnify and hold SNR harmless from and against all actions, suits, damages, judgments, costs, claims, charges, expenses, attorney fees, and consequence of any liabilities, of any nature, which are asserted having any nexus to the work provided.
8. Contractual Statute of Limitations – Any claim or suit by Purchaser relating to this contract or work provided by SNR must be commenced within one (1) year after final provision of services to Purchaser. If the cause of action is deemed to accrue upon discovery of an alleged defect or injury, suit must be commenced within thirty (30) days of such discovery.
10. Specification Changes – Purchaser may not make changes in the specifications as to any services and/or work covered by this order without SNR’s written approval. Purchaser shall be liable for any differences in price or time performance resulting from such requested change.
11. Cancellation by Purchaser – If Purchaser cancels this contract, it shall be liable to SNR for all costs incurred by SNR prior to the moment of notification of cancellation.
12. Collection Costs – In the event SNR incurs any costs in conjunction with enforcing any of the terms of this agreement, SNR shall be entitled to full reimbursement of the costs from Purchaser. Those costs include without limitation SNR’s actual attorney fees, filing fees and court costs.
13. Equipment – All equipment furnished by SNR, which Purchaser has not purchased, shall remain the property of SNR. Purchaser shall have no right, title, or interest in the equipment and the equipment shall be returned to SNR upon termination of this contract in the same condition as received, reasonable wear and tear accepted. Purchaser shall be responsible for the safekeeping of SNR’s equipment. Purchaser shall not remove or move the equipment and shall not permit the equipment to be removed or moved, or make any alterations or improvements without the prior written consent of SNR. Purchaser is liable for any loss, damages or costs in excess of reasonable wear and tear or as a result of misuse of equipment. Purchaser shall indemnify, defend and hold SNR harmless from and against all claims, liabilities damages and penalties, including for injury or death to persons and loss or damage to property, arising out of or in connection with Purchaser’s use, operations or possession of the equipment.
14. Taxes – In addition to any price specified herein, Purchaser shall pay the gross amount of any present or future sales, use, excise, value added, or other similar tax applicable to the price, sale or delivery of any products or services furnished hereunder or to their use by SNR or Purchaser, or Purchaser shall furnish SNR with a tax-exemption certificate acceptable to the taxing authorities.
15. Sales Through Agent – Unless specifically otherwise authorized in writing by SNR, an agent shall not have authority to solicit or take orders for the work covered by this contract except at SNR’s established prices and discounts, and in accordance with SNR’s standard terms and conditions of sale as set from time to time in SNR’s published handbooks, price sheets, quotations or printed forms. The Agent shall have no authority to bind SNR to any contract whatever.
16. Venue – Purchaser and SNR agree that this contract shall be governed by and construed in accordance with the laws of the State of Michigan. Jurisdiction and venue for any matter in connection with or arising out of this contract shall be in Oakland County in a court of competent jurisdiction, or the U.S. District Court for the Eastern District of Michigan for federal matters, without regard to any conflict of law provisions and notwithstanding that any party is or may later become domiciled in a different state or jurisdiction. The parties also agree that a final judgment or in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
17. Notices – Any notice that the Purchaser or SNR may give or is required to give under this contract shall be in writing and, if mailed, be effective three (3) days after being sent by certified or registered mail, postage prepaid, addressed to the other party at the other party’s address set forth in this contract or at any other address that the other party provides in writing.
18. Severability – If any provision in this contract is held to be invalid or unenforceable, it shall be ineffective only to the extent of the invalidity, without affecting or impairing the validity and enforceability of the remainder of the provision of the remaining provisions of this contract. Any notice made by commercial overnight courier shall be effective upon written verification of receipt.
19. Force Majeure – SNR’s failure to perform its obligations under this agreement, if caused by Force Majeure, shall not constitute a breach. “Force Majeure” means any circumstance beyond the reasonable control of SNR, including, but not limited to, any act of God or a public enemy, accident, explosion, fire, storm, earthquake, other natural disaster, strikes, labor trouble, equipment shortage, pandemic, riot or war, or mechanical or technological malfunction. If Purchaser believes that SNR has not performed in accordance with the agreement herein, Purchaser shall bring this to SNR’s attention in writing, via certified mail, after which SNR shall have a reasonable time within which to cure and/or respond.
20. Waiver – No claim or right arising out of a breach of this contract can be discharged, in whole or in part, by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration, is in writing, and signed by the aggrieved party.
21. Binding Effect – The terms and provisions of this contract are binding on and shall inure to the benefit of Purchaser and SNR and their respective heirs, representatives, successors, and permitted assigns.
22. Authority – Purchaser’s signatory represents that he/she has all requisite authority to execute the contract on behalf of Purchaser.
23. Modifications and Waiver – Any document submitted by Purchaser to SNR confirming its intention to purchase services described in the purchase orders or releases will be deemed to constitute a confirmation and acceptance of the terms and conditions herein, even if the document states terms in addition to or different from those in this document. All contracts between SNR and Purchaser will be solely under the terms and conditions herein, and SNR objects to any and all additional or different terms contained in any document submitted to SNR by Purchaser. Any execution by SNR of any other document submitted by Purchaser in connection with the purchase of the services does not constitute acceptance of or contract to any terms and conditions in addition to or different from the terms and conditions contained herein, but will constitute only acknowledgment of receipt of the document. In addition, notwithstanding any terms contained in any documents submitted by Purchaser in connection with the purchase of the services described herein, the acceptance of delivery by Purchaser of the services will constitute a course of conduct constituting Purchaser’s contract to the terms and conditions herein, to the exclusion of any additional or different terms and conditions.