Nursery Terms

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Wholesale Guarantee Terms & Conditions

1. GOVERNING PROVISIONS

These Terms and Conditions Governing Sales (the “Agreement”) constitute an offer by Johnson’s Nursery, Inc. (“Seller”) to provide the goods and/or services described herein (the “products”) to the buyer to which this offer is addressed (“Buyer”), subject to the terms and conditions set forth herein. Buyer may not modify, change, renounce or waive any term or condition hereof or any of Seller’s rights or remedies hereunder, unless Seller consents thereto in writing. Seller agrees to provide the products to Buyer only on the terms of this Agreement, notwithstanding any language in Buyer’s purchase order, if one exists, or other writing or oral representation previously or hereafter received by Seller purporting to amend, modify or replace the terms of this Agreement with any different or additional terms or reciting that provision or delivery of the Products or any other action or inaction by Seller constitutes agreement or consent by Seller to such amendment, modification, or replacement.

SELLER’S AGREEMENT TO PROVIDE THE PRODUCTS IS EXPRESSELY CONDITIONED ON BUYER’S ASSENT TO ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN.

2. ACCEPTANCE

Buyer shall be deemed to have made an unqualified acceptance of this Agreement, on the earliest to occur of the following: (a) Seller’s receipt of a copy of this Agreement signed by Buyer; (b) Buyer’s payment of any amounts due under this Agreement; (c) Buyer’s receipt of the Products; or (d) any other event constituting acceptance under applicable law.

3. CANCELLATION OR MODIFICATION

Buyer may not cancel or modify its order except upon terms accepted by Seller in writing signed by Seller’s authorized officer. In the event of such cancellation or modification, Buyer shall compensate Seller for all costs and damages resulting therefrom.

  • A. HOLDING. The Holding fee for B&B material is 10% for the first month and 5% each month thereafter.
  • B. RESTOCKING. Restocking fees can be applied to cancelled orders and are as follows: 1) 20% for B&B material. 2) 10% for Container material.

4. TAXES

Buyer shall pay any tax or any other fee or charge imposed on, in connection with, or measured by the transaction between Seller and Buyer in addition to the priced quoted or invoiced.

5. SCHEDULED; DELAY

All delivery dates hereunder are approximate. Seller shall not be liable to Buyer for delays in delivery due to accidents, actions of government or civil authority, delay in transportation, energy failure, equipment breakdown, delay of suppliers, inability to obtain necessary labor, materials or facilities, acts of God, weather or any causes beyond the reasonable control of Seller. In the event of any such delay, Seller shall perform such part of the work as Seller is capable of performing and, even if Buyer places all or part of the work elsewhere, Seller shall be entitled to resume such work as soon as practicable. Buyer’s exclusive remedy for such delays, and for Seller’s inability to deliver for any reason, shall be rescission of the affected order.

6. PAYMENT TERMS

Payment terms are COD unless (a) Seller approves different terms based on a written credit or financing agreement submitted by Buyer or (b) Seller, in its sole discretion, requires payment in advance. Buyer shall pay interest on all past-due amounts at the rate equal to the lower of 1.5% per month or the highest rate permitted by applicable law, and Seller may recover all costs of collection including attorney’s fees.

7. RIGHTS UPON DEFAULT

If Buyer does not pay Seller any amount due Seller from Buyer under this Agreement or any other agreement when such amount is due or if Buyer defaults in the performance of any term or condition of this Agreement, Seller may, without liability to Buyer (a) terminate this Agreement, (b) declare immediately due and payable all of Buyer’s obligations to Seller, (c) change credit terms with respect to any further work or (d) suspend of discontinue any further work until Buyer pays all overdue amounts and Buyer deposits with Seller cash or security satisfactory to Seller covering further work. Buyer agrees to reimburse Seller for all costs incurred by Seller in collecting any sums owed by Buyer to Seller, including, but not limited to, attorney’s fees.

8. WARRANTIES AND REMEDY

Buyer shall not return any plants without Seller’s prior written approval. Seller warrants that, at the time of delivery, any plants included in the Products will be (a) true to the represented name and (b) in good living condition. Buyer must make claims for defects in writing within ten days after delivery. Buyer’s failure to make such claim within ten days after delivery shall constitute Buyer’s irrevocable acceptance of the Products and Buyer’s acknowledgement that the Products fully comply with the terms, conditions, and specifications of this Agreement. Seller shall replace, at its expense, any plants proved to be defective or, if specific replacement is not possible, Seller shall substitute plants of similar quality for the defective plants. SELLER’S SOLE OBLIGATION AND BUYER’S EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO REPLACEMENT. SELLER SHALL NOT BE LIABLE TO BUYER, OR TO ANYONE CLAIMING UNDER BUYER, FOR ANY OTHER OBLIGATIONS OR LIABILITIES WITH RESPECT TO THE PRODUCTS OR SELLER’S UNDERTAKINGS, ACTS OR OMISSIONS. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.

9. DISCLAIMER OF IMPLIED WARRANTIES

SELLER AND BUYER AGREE THAT THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SELLER HEREBY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES. Any oral or written description of the Products is for the sole purpose of identifying the Products and shall not be construed as an express warranty.

10. DELIVERY

The price quoted for the Products is FOB Jackson, Germantown, or Menomonee Falls, Wisconsin (depending upon the actual location of the farm from which the plants are shipped). Risk of loss for the Products passes to Buyer upon delivery to t he carrier. Title to the Products passes to Buyer upon Buyer’s payment in full for the Products. The parties hereby agree that this Agreement shall constitute the Security Agreement required by the Uniform Commercial Code (UCC) of the appropriate state. Buyer hereby grants Seller a security interest in the Products, wherever located, and all proceeds thereof, to secure Buyer’s payment in full for the Products. Buyer hereby authorizes Seller to execute any UCC financing statement, or any other document necessary or appropriate, to protect Seller’s security interest.

11. GOVERNING LAW

The internal laws of the State of Wisconsin shall govern the rights and obligation s of Seller and Buyer under this Agreement. Buyer unconditionally agrees to submit to the jurisdiction of the courts of Waukesha County, Wisconsin, to resolve any controversies in connection with this Agreement.

12. MISCELLANEOUS

Seller reserves the right to correct clerical or similar errors relating to price or any other term shown in this Agreement. Invalidity or unenforceability of any term or part of this Agreement shall not affect the validity or enforceability of the remainder of this Agreement. Failure of either party to insist, in any one or more instances, upon performance of any term, covenant or condition of this Agreement shall not be construed as a waiver or relinquishment of any right granted hereunder or the future performance of such term, covenant or condition. Seller’s rights under this Agreement shall be in addition to any other rights Seller may have and shall not prejudice any such right.

13. NOTICE OF LIEN RIGHTS

AS REQUIRED BY THE WISCONSIN CONSTRUCTION LIEN LAW, SELLER HEREBY NOTIFIES BUYER THAT PERSONS OR COMPANIES FURNISHING LABOR OR MATERIALS FOR THE CONSTRUCTION ON BUYER’S LAND MAY HAVE LIEN RIGHTS ON BUYER’S LAND AND BUILDINGS IF NOT PAID. THOSE ENTITLED TO LIEN RIGHTS, IN ADDITION TO THE SELLER, ARE THOSE WHO CONTRACT DIRECTLY, WITH BUYER OR THOSE WHO GIVE BUYER NOTICE WITHIN 60 DAYS AFTER THEY FIRST FURNISH LABOR OR MATERIALS FOR THE CONSTRUCTION. ACCORDINGLY, BUYER PROBABLY WILL RECEIVE NOTICES FROM THOSE WHO FURNISH LABOR OR MATERIALS FOR THE CONSTRUCTION, AND SHOULD GIVE A COPY OF EACH NOTICE RECEIVED TO THE MORTGAGE LENDER, IF ANY. SELLER AGREES TO COOPERATE WITH BUYER AND BUYER’S LENDER, IF ANY, TO SEE THAT ALL POTENTIAL LIEN CLAIMANTS ARE DULY PAID.

Limited Guarantee, Warranty, & Returns

1. TERMS

Customer hereby agrees to pay to Johnson’s Nursery, Inc. a 25% minimum down payment at the time of order and agrees to pay the entire balance due according to the terms agreed upon with salesperson. Customer further agrees that any unpaid balance remaining due after the expiration of the terms agreement is subject to a service charge of 1.5% per month or the maximum allowable by law.

Customer hereby acknowledges that Johnson’s Nursery, Inc. will only accept plant returns according to the following retail plant return policy:
Purchased containerized plants may be returned for a full refund within eight (8) days if they meet the following criteria:

  • Plants(s) are returned in their original condition, determined by a member of the Johnson’s Nursery sales staff, and are undamaged due to drought stress, over-watering, mechanical damage, or any other means.
  • Returns must be accompanied by both the original itemized receipt and any original tags attached to the plant(s).
  • Plant(s) must not have been removed from their original container.
  • BALLED AND BURLAPPED PLANTS ARE NOT RETURNABLE.
  • Effective January 1st, 2019, Johnson’s Nursery is no longer able to accept returns on any Boxwood and/or Pachysandra plants due to the threat of Boxwood Blight.
  • In the event a return is authorized, the refund will be given based on the original method of payment. Please allow four (4) business days to process checks and one (1) business day for cash refunds over $50.00.

2. LIMITED GUARANTEE

A. PLANT MATERIAL
Any tree, shrub, evergreen or woody vine (as denoted on the plant tag or container) purchased from Johnson’s Nursery, Inc. will be replaced once, without charge, if it dies within twelve (12) months of the date of purchase.

  • Perennial or annual flowers, bulbs, Rhododendron, Japanese Maples, roses, holly, and plants planted in above-ground containers, or customer’s plants that are transplanted are not covered by this warranty.
  • Plants purchased during special events and promotions are not covered by this warranty.
  • All sales are final on plants purchased during special events and promotions.

B. LAWNS
Reseeding of bare areas larger than two (2) square feet will be done one time on seeded lawn construction.

C. EXCEPTIONS

  • Limited Guarantee is null and void if the balance due on the invoice printed on the reverse side is not paid in full on or before its due date as described in “TERMS” above.
  • Limited Guarantee is null and void if lawn or plants are injured or killed by improper watering, insects, animals, mechanical damage, chemicals, vandalism, natural disaster, disease, or cold damage.
  • Limited Guarantee is null and void if wire, burlap or organic/hemp twine is removed from Balled & Burlapped (B&B) plants. Synthetic twine should be removed prior to planting.
  • Johnson’s Nursery, Inc. assumes no responsibility for damage caused either by settling or by washouts resulting from erosion and/or downspouts.
  • All plant material installed by Johnson’s Nursery, Inc. will be covered by the twelve (12) month replacement guarantee.

D. CLAIMS
All claims must be made within twelve (12) months of planting date and must be accompanied by a copy of the invoice.

3. NO LIABILITY FOR DAMAGE TO UNDERGROUND STRUCTURES OR TO ASPHALT AND/OR CONCRETE

Customer holds Johnson’s Nursery, Inc., its agents, and employees harmless from any damage caused to any type of in-ground or underground structure, including, but not limited to, television and/or telephone cabling, underground storage tanks, sprinkler systems, gas and/or electric lines, and drain tiles. Customer further holds Johnson’s Nursery, Inc. harmless from any damage caused to any asphalt or concrete sidewalks and/or driveways.

4. RIGHT TO REFUSAL

Customer understands that Johnson’s Nursery, Inc., at its sole discretion, reserves the right to refuse service and/or sales to anyone.

5. REPRESENTATIONS

Customer agrees that this document represents the entire agreement of the parties and acknowledges that Johnson’s Nursery, Inc., its agents, or employees have made any representations other than those contained in this agreement.

NOTICE OF LIEN RIGHTS
AS REQUIRED BY THE WISCONSIN CONSTRUCTION LIEN LAW, BUILDER HEREBY NOTIFIES OWNER THAT PERSONS OR COMPANIES FURNISHING LABOR OR MATERIALS FOR THE CONSTRUCTION ON OWNER’S LAND MAY HAVE LIEN RIGHTS ON OWNER’S LAND AND BUILDINGS IF NOT PAID. THOSE ENTITLED TO LIEN RIGHTS, IN ADDITION TO THE UNDERSIGNED BUILDER, ARE THOSE WHO CONTRACT DIRECTLY WITH THE OWNER OR THOSE WHO GIVE THE OWNER NOTICE WITHIN 60 DAYS AFTER THEY FIRST FURNISH LABOR OR MATERIALS FOR THE CONSTRUCTION. ACCORDINGLY, OWNER PROBABLY WILL RECEIVE NOTICES FROM THOSE WHO FURNISH LABOR OR MATERIALS FOR THE CONSTRUCTION, AND SHOULD GIVE A COPY OF EACH NOTICE RECEIVED TO THE MORTGAGE LENDER, IF ANY. BUILDER

Wholesale Guarantee
Terms & Conditions

1. GOVERNING PROVISIONS

These Terms and Conditions Governing Sales (the “Agreement”) constitute an offer by Johnson’s Nursery, Inc. (“Seller”) to provide the goods and/or services described herein (the “products”) to the buyer to which this offer is addressed (“Buyer”), subject to the terms and conditions set forth herein. Buyer may not modify, change, renounce or waive any term or condition hereof or any of Seller’s