US Standard Terms of Sale
These Terms govern all sales of Autogrow products or services (including any support services), whether purchased directly from Autogrow (including purchases made over the internet, by phone or mail order, by execution of an order form or otherwise) or from an authorised Autogrow reseller, distributor, agent or similar.
a. Definitions: In these Terms, the following terms have the following meanings:
|Autogrow||Autogrow America Inc.|
|Goods||means the goods or services of Autogrow purchased by you.|
|Price||means the price payable by you for the Goods.|
|Sales Tax||goods and services tax, value added tax, sales tax or equivalent tax payable under any applicable law.|
|Terms||means these standard terms of sale.|
a. a reference to:
i. a clause is to a clause in these Terms;
ii. a person includes a body corporate, an association of persons (whether corporate or not), a trust, governmental or other regulatory body, authority or entity, in each case whether or not having a separate legal personality;
iii. including and similar words do not imply any limitation; and
iv. a statute includes references to that statute as amended or replaced from time to time.
b. the headings in these Terms are for convenience only and have no legal effect; and
c. the singular includes the plural and vice versa.
a. Price: You must pay the Price for the supply of the Goods.
b. Payment Terms: You must pay the Price on the date(s) indicated by Autogrow at the time of purchase, or if no indication is provided the terms of payment are as subsequently notified to you by Autogrow (at Autogrow’s sole discretion) and, unless otherwise agreed by Autogrow in writing, payment must be received by Autogrow prior to Autogrow delivering the Goods.
c. Delivery costs: You must reimburse Autogrow for the delivery costs incurred by Autogrow in supplying the Goods.
d. Overdue amounts: Autogrow may charge interest on overdue amounts. Interest will be calculated from the due date to the date of payment (both inclusive) at the rate of 1.5% per month.
e. Sales Tax and deductions: Unless specifically indicated otherwise, all amounts payable for the Goods by you do not include Sales Tax which, if applicable, must be paid by you in addition to the Price.
To the maximum extent permitted by law, Autogrow’s warranties are limited to those set out at US Warranty and Returns at the date of your purchase. Any implied condition or warranty is excluded.
4. TITLE AND RISK
a. INCOTERMS 2000: These Terms must be interpreted in accordance with INCOTERMS 2000 (International Commercial Terms) and its supplements published by the International Chamber of Commerce.
b. Title and risk: The Goods shall be delivered to you ex-Works. Title in the Goods shall pass when full payment of the Price in respect of the Goods is received by Autogrow. Risk in the Goods shall pass when the Goods are delivered ex-Works to a common carrier.
Autogrow may register a security interest in Goods provided by Autogrow under these Terms until such time as those Goods have been paid for in full.
6. INTELLECTUAL PROPERTY RIGHTS
i. except as expressly agreed in writing, must not (nor permit any third party to you) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Goods in whole or in part except to the extent necessary for the purposes of integrating the operation of the Goods with the operation of other software or systems operated by it;
ii. not rent, lease sub-licence, loan, translate, merge, adapt, or modify the Goods;
iii. not to create derivative works based on the whole or any part of the Goods nor attempt to do any such things except to the extent that such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Goods with another software program or other system, and provided that the information obtained by You during such activities:
is used only for the purpose of achieving inter-operability of the Goods with another software program or other system; and
is not disclosed or communicated to any third party; and
is not used to create any software, or hardware or any other product or service which is substantially similar to the Goods.
iv. acknowledge that the intellectual property rights in the Goods belong to Autogrow.
a. Maximum liability: Subject to clauses b) and c), the maximum liability of Autogrow under or in connection with the sale of Goods to you (whether arising in contract, tort including negligence or otherwise) is the total amount which would be payable by you if all of the Goods had been supplied in accordance with these Terms.
b. Unrecoverable loss: Subject to clause c), Autogrow is not liable to you for any indirect, consequential or incidental loss or damage, or loss of revenue, profits, savings, data or records arising out of or in connection with these Terms.
c. Unlimited liability: Clauses a) and b) do not apply to limit Autogrow’s liability for:
a. death or personal injury; or
b. fraud or wilful default.
d. Liability for installation: You are responsible for the installation of the Goods, including any associated costs.
8. FORCE MAJEURE
Autogrow will not be liable for any failure to perform its obligations under these Terms by reason of any cause or circumstance beyond Autogrow’s reasonable control.
a. Partial invalidity: Any illegality, unenforceability or invalidity of a provision of these Terms does not affect the legality, enforceability or validity of the remaining provisions of these Terms.
b. Jurisdiction: These Terms are governed by, and must be interpreted in accordance with, the laws of California, United States of America.