Terms and Conditions Of Sale

TERMS All orders will be C.O.D. upon delivery unless a prior account has been established. Credit is available to established businesses based on the following:

1. All accounts are due and payable 30 days after invoice date;

2. Overdue accounts will be subject to a service charge of 1.5% per month or 18% per annum;

3. South Coast Growers, Inc. (hereinafter South Coast Growers) retains the right to deny further credit on overdue accounts;

4. Date of Agreement shall be the date the Customer signs this Estimate and Agreement.

SPECIAL ORDERS All special orders must be paid in full at time of order. South Coast Growers will not be responsible for holding tagged plant material for periods greater than three (3) days from hold date, unless prior arrangements have been made.

DELIVERY/SHIPPING Prices do not include shipping unless noted. Shipping can be arranged through South Coast Growers or you can arrange shipping through a common carrier. In any event in which Customer arranges for its own transportation of nursery stock purchased from South Coast Growers, Customer shall be responsible for any liabilities or claims of damage which occur after the nursery stock leaves South Coast Growers’s premises.

In any event in which South Coast Growers delivers nursery stock to a customer, South Coast Growers shall only be obligated to deliver the nursery stock to the curb of the premises at the delivery site. Customer shall have adequate personnel and equipment at the delivery site for off-loading nursery stock. Orders requiring more than one hour to off-load are subject to a $15.00 per quarter hour standby charge.

South Coast Growers is not responsible for delay in shipping due to causes beyond our control such as late trucks and weather problems.

NON-WARRANTY South Coast Growers accepts no responsibility for the viability of the plant material once it is accepted by the Customer. No guarantee is made, expressed or implied, regarding the future growing performance of any plant material.

CLAIMS All claims for any reason must be made in writing and within 48 hours from pick-up/delivery. If an error has been made, please notify us promptly and we will make any necessary adjustments. We do not guarantee the longevity of plants.

LIMIT OF LIABILITY At no time will South Coast Growers be responsible for more than the purchase price of the plant material.

RESTOCK South Coast Growers reserves the right to charge a 30% restock fee for delivery cancellations or returns. Credit will be contingent upon inspection of returned nursery stock. Plants returned via South Coast Growers’s truck are subject to a $60.00 per hour trucking fee in addition to any restocking charge.

FACSIMILE Customer and South Coast Growers agree that a facsimile of this Estimate and Agreement once fully executed shall be binding on the parties.

TAXES Customer shall be liable for all federal, state and/or local taxes applicable to the purchase and sale of the merchandise listed on the face of this Estimate and Agreement.

AUTHORITY TO SIGN Any individual signing this Estimate and Agreement represents and warrants that they are of legal age, and have the authority and power to sign this Estimate and Agreement on their own behalf or, if the Customer is a corporation, for the Customer.

RECEIPT AND INSPECTION OF MERCHANDISE Customer will inspect the merchandise prior to taking possession thereof and after delivery of the merchandise is completed, Customer’s acceptance of the merchandise is an irrefutable presumption that Customer finds the merchandise in good condition and suitable for Customer’s needs.

OTHER PROVISIONS Any failure of South Coast Growers to insist upon strict performance by Customer of any terms and conditions of this Estimate and Agreement shall not be construed as a waiver of South Coast Growers right to demand strict compliance. Customer has carefully reviewed this Estimate and Agreement and waives any principle of law, which would construe any provision hereof against South Coast Growers as the draft person of this Estimate and Agreement. Customer agrees to pay all reasonable costs of collection, court costs, attorney’s fees and other expenses incurred by South Coast Growers in the collection of any charges due under this Estimate and Agreement or in connection with the enforcement of its terms. Customer shall pay all charge(s) without any offsets, deductions or claims. This Estimate and Agreement shall be governed by the laws of the state in which South Coast Growers is located. The federal and state courts in the county in which South Coast Growers is located shall have exclusive jurisdiction over all matters relating to the Estimate and Agreement. Trial by jury is waived. Service of process may be affected by certified mail, return receipt requested, or in such other manner as may be permitted by law. South Coast Growers shall be entitled to decrees of specific performance (without posting bond or other security) in addition to such other remedies as may be available.

ENTIRE AGREEMENT / ONLY AGREEMENT This Estimate and Agreement represents the entire agreement between the customer and South Coast Growers with respect to the purchase and delivery of the merchandise. There are no oral or other representations or agreements not included herein. None of South Coast Growers rights or customer’s rights may be changed and no extension of the terms of this Estimate and Agreement may be made except in writing, signed by both South Coast Growers and Customer.

FORCE MAJEURE South Coast Growers shall not be liable for any delays resulting from circumstances or causes beyond its reasonable control, including, without limitation, fire or other casualty, act of God, strike or labor dispute, war or other violence, inability to obtain transportation, or any law, order or requirement of any governmental agency or authority.

SEVERABILITY If one or more clauses or paragraphs in this Estimate and Agreement are illegal or unenforceable in whole or in part, it or they shall be considered separate and severable from the Estimate and Agreement and the remaining provision of the Estimate and Agreement shall remain in full force and effect and shall be binding on the parties as though the clauses or paragraphs or parts in question had never been included.

DELIVERY/SHIPPING If customer arranges for its own transportation of nursery stock purchased from South Coast Growers, Customer shall be responsible for any liabilities or claims of damage which occur after the nursery stock leaves South Coast Growers=s premises. In the event Customer arranges transportation through South Coast Growers, Customer shall have adequate personnel and equipment at the delivery site for off-loading nursery stock. South Coast Growers shall only be obligated to deliver the nursery stock to the curb of the premises at the delivery site. Orders requiring more than one hour to off load are subject to a $15.00 per quarter hour standby charge. Prices do not include shipping unless noted. South Coast Growers is not responsible for delay in shipping due to causes beyond its control such as late trucks and weather problems.