cosyfarmer Terms & Conditions
Cosyfarmer Terms
& Conditions
GENERAL
These Terms & Conditions of Sale are furnished to
Purchaser in conjunction with a specific quotation (the “Quotation”) for Cosyfarmer
company. (“Cosyfarmer”) branded products (including any embedded software, the
“Products”). Cosyfarmer’s acceptance of all orders to purchase Cosyfarmer
Products (each, a “Purchase Order”) shall be at Cosyfarmer’s sole discretion,
and all sales of Cosyfarmer Products are made subject to and expressly
conditioned upon these Terms & Conditions of Sale. No modifications
of this document, whether by Purchaser in its Purchase Order or otherwise,
shall have any effect or be binding upon Cosyfarmer if in conflict with
the prices, terms and conditions or specifications stated or referred to in the
Quotation or these Terms & Conditions of Sale, unless expressly agreed to
in writing by an authorized representative of Cosyfarmer and contained in a
Purchase Order Acknowledgement, even if such Purchase Order states that
shipment after such Purchase Order constitutes acceptance of the terms thereof.
PRICES AND TAXES
All prices herein are firm for Products ordered
within thirty (30) days (unless otherwise notated on the quote) from the date
of the Quotation specifying delivery as quoted therein. Otherwise,
prices may be changed by Cosyfarmer at its sole discretion and may
escalate. Prices stated herein do not include taxes, insurance, VAT,
customs or excise taxes, special packaging, installation, freight, handling or
any other shipping charges unless these items are specifically listed and
priced in the Quotation.
PAYMENT
Cosyfarmer may offer the following payment options:
·
Visa
·
MasterCard
·
PayPal
·
Check
In cases where Cosyfarmer builds a custom order,
Purchaser will be charged for the full purchase amount when Purchaser submits a
Purchase Order. Term accounts may be available to qualifying Purchasers with
approved credit.
Cosyfarmer will not accept or process any Purchase
Order if Purchaser’s account is not up to date. Cosyfarmer will use
commercially reasonable efforts to invoice for deliverable items on the day of
shipment, and for services upon completion of such services or start-up of
Products, whichever comes first. The amount invoiced will include the price of
the Products and/or services rendered plus all applicable taxes, fees,
transportation, insurance, and other charges. Payment of these invoices is due
within thirty (30) days of the invoice date and shall be made in US
funds. Payment to Cosyfarmer shall not be contingent on third party
payments to Purchaser. Any payment not made when due shall be subject to an
interest charge at the maximum rate permitted by law. Additionally, if any
payment is not made when due, Cosyfarmer reserves the right to refuse to
provide any further Products or services until such payment and the applicable
interest charge have been received. Purchaser agrees to no rights of
setoff for amounts it owes for particular Products against amounts owed to it
by Cosyfarmer. Purchaser shall pay all of Cosyfarmer costs and expenses
(including reasonable attorneys’ fees) to enforce and preserve Cosyfarmer’s
rights under this Section 3.
SECURITY INTEREST
For the purpose of securing payment of the price of Cosyfarmer
Products and all other charges payable to Cosyfarmer hereunder, Purchaser
hereby grants to Cosyfarmer a security interest in each and every Product
delivered to Purchaser under these Terms & Conditions of Sale, including
without limitation any proceeds from its resale or distribution or from
insurance held by Purchaser covering such Products. Upon request by Cosyfarmer,
Purchaser shall cooperate with Cosyfarmer and execute any necessary documents
to perfect Cosyfarmer’s security interest granted herein, where required by
state law. These interests will be deemed satisfied and deemed released by
payment in full of the purchase price and all other charges payable hereunder
for each such Product.
SHIPMENT
Products shall be delivered to Purchaser or its
carrier Ex Works (Incoterms 2010) Cosyfarmer’s facility (unless otherwise
stated) and title and risk of loss to each Product sold by Cosyfarmer to
Purchaser shall pass to Purchaser upon delivery to the carrier at Cosyfarmer’s
facility. Special shipping instructions must be received from the
Purchaser three (3) business days before the shipment date; otherwise, Cosyfarmer
reserves the right to use its judgment in selecting the means of
shipment. Any additional shipping cost incurred at the request of
the Purchaser will be charged to the Purchaser. Unless otherwise agreed
in writing, Cosyfarmer’s standard packaging will be used. If the
Purchaser cannot accept delivery of Products, Purchaser will arrange for
storage, and shall bear all costs for such storage. Cosyfarmer shall not
be liable for any delays in transit of Products. Cosyfarmer shall not be
liable to or responsible for any damages or loss for delay or default in
delivery due to any cause beyond Cosyfarmer’s reasonable control, nor shall
Purchaser cancel or have the right to cancel Its Purchase Order because of
delays or default in delivery due to such causes. Requests to cancel or
modify all or any part of a Purchase Order by Purchaser may be granted by Cosyfarmer
if made more than thirty (30) days before the estimated shipping date, subject
to a restocking fee of up to 40% for any Products for which a Purchase Order is
cancelled. No cancellation or modification of Purchaser’s Purchase Order
may be made within thirty (30) days before the estimated shipping date.
STATEMENT OF LIMITED
WARRANTY, WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY.
The Limited Warranty, the warranty disclaimers and
the limitations of liability set forth in these Terms & Conditions of Sale
shall apply to all sales of Products made hereunder.
COSYFARMER LIMITED WARRANTY
This limited warranty (“Limited Warranty”)
constitutes the complete and exclusive warranty agreement between the original
buyer (“Purchaser”) of the Cosyfarmer Products and Cosyfarmer company. and its
worldwide parent, subsidiaries and affiliates regarding the warranty for the
Products and supersedes any prior warranty or representation, including
representations made in Cosyfarmer sales literature or advice given to
Purchaser by Cosyfarmer or an agent or employee of Cosyfarmer, that may have
been made in connection with Purchaser’s purchase of the Products. No change to
the conditions of this Limited Warranty is valid unless it is made in writing
and signed by an authorized representative of Cosyfarmer.
Cosyfarmer warrants to Purchaser that, subject to the
terms of this Limited Warranty, each new Product sold by Cosyfarmer to
Purchaser shall be free from defects in material and workmanship in normal use
and service for a period equal to the earlier of twelve months (For dimmers) or
5 years (For qualified Luminaires) from (i) the date of start-up (as evidenced
by a document executed by Cosyfarmer, if applicable) or (ii) the date of
shipment from Cosyfarmer (as shown in the records of Cosyfarmer) (the “Limited
Warranty Period”).
This Limited Warranty is non-transferable to anyone
who obtains ownership of the Product from Purchaser, and is subject to the
following additions, exceptions, exclusions, and limitations.
This Limited Warranty does not apply to (i) failure
occurring as a result of abuse, misuse, negligent repairs, repairs performed by
non-Cosyfarmer-certified personnel, corrosion, erosion, normal wear and tear,
alterations or modifications made to the Product without the express written
consent of Cosyfarmer; (ii) failure resulting from attachments, accessory items
and parts not sold or approved by Cosyfarmer, damages arising from shipping,
installation, accidents, tampering, vandalism or acts of God, (iii) failure
resulting from any installation of the Product by third parties; (iv) failure
resulting from any use judged by Cosyfarmer as improper; or (v) failure to
follow the recommended operating practices and maintenance procedures as provided
in the Products’ operating and maintenance manuals.
Cosyfarmer reserves the right to modify, alter and
improve any Product part or parts without incurring any obligation to replace
any Product previously sold without such modified, altered or improved part or
parts.
No person is authorized to give any other warranty or
to assume any additional obligation on Cosyfarmer’s behalf unless made in
writing and signed by an authorized representative of Cosyfarmer.
This Limited Warranty shall cease to apply if the
Products are removed from the country to which they were originally shipped by Cosyfarmer.
PROCEDURES
Cosyfarmer does not accept returns on any
Products. Replacements for defective Products will be provided in
accordance with this Limited Warranty. To make any warranty claim hereunder,
please send an email to support@cosyfarmer.com for complete instructions. If
approved, Cosyfarmer will issue an RMA (Return Merchandise Authorization) and
replacement product will be sent out upon receipt of the defective units. Cosyfarmer
will either replace or repair the defective unit based upon our discretion.
Items returned without an RMA number will be rejected and returned to sender.
In situations where replacements are needed by
Purchaser prior to Purchaser’s return of defective Products, Purchasers can ask
to submit a request. Purchasers requesting an advance replacement will be
required to provide payment information for a replacement unit which Cosyfarmer
will keep as a pending charge for the original cost of the item. If Cosyfarmer
does not receive the defective unit back within 25 days from the shipment of
the replacement, Cosyfarmer will process the pending charge against Purchaser’s
credit card and the replacement unit will no longer be accepted for return by Cosyfarmer.
Once Cosyfarmer receives the defective item, the unit
will be examined for physical damage. If after review all are present and the
unit is in “good” condition, then the pending charge will be voided. If Cosyfarmer’s
testing and examination does not disclose a defect warranted hereby, Cosyfarmer
shall so advise Purchaser and shall dispose of the Product in accordance with
Purchaser’s instructions. In addition, Purchaser shall reimburse Cosyfarmer for
services provided to test and examine such Product at Cosyfarmer’s standard
commercial time and materials rates. Purchaser agrees to provide Cosyfarmer
with any substantiation requested by Cosyfarmer, including proof of purchase,
as a condition of receiving warranty service.
No claim for breach of warranty, or any other claim,
in tort, contract, or otherwise, arising out of or related to Products, may be
commenced more than two (2) years following the expiration of the Limited
Warranty set out above or the accrual of the claim, whichever occurs first.
Repaired or replaced Products shall be warranted
hereunder for the remainder of the Limited Warranty Period.
DISCLAIMERS AND
LIMITATION OF LIABILITY
EXCEPT AS EXPRESSLY SET FORTH IN THE LIMITED
WARRANTY, COSYFARMER MAKES NO OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS
WITH RESPECT TO ITS PRODUCTS AND SERVICES, EXPRESS OR IMPLIED. COSYFARMER
EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE OR PARTICULAR RESULTS.
THE REMEDIES OF PURCHASER SET FORTH UNDER THE
PROVISIONS OF LIMITED WARRANTY OUTLINED ABOVE ARE THE SOLE AND EXCLUSIVE
LIABILITY OF COSYFARMER WITH RESPECT TO THE PRODUCTS FURNISHED UNDER THESE
TERMS & CONDITIONS OF SALE AND ANY RELATED WARRANTY SERVICES, WHETHER BASED
ON CONTRACT, WARRANTY, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHERWISE.
COSYFARMER SHALL IN NO EVENT BE LIABLE TO PURCHASER,
ANY SUCCESSOR IN INTEREST OR ANY BENEFICIARY OR ASSIGNEE RELATING TO THE
PRODUCTS FOR ANY CONSEQUENTIAL, INCIDEN- TAL, INDIRECT, SPECIAL OR PUNITIVE
DAMAGES, EVEN IF COSYFARMER WAS ADVISED OF OR SHOULD HAVE KNOWN ABOUT THE
POSSIBILITY OF SUCH DAMAGES.
ANY IMPLIED WARRANTIES THAT MAY BE IMPOSED BY LAW ARE
LIMITED IN DURATION TO THE LIMITED WARRANTY PERIOD. SOME JURISDICTIONS DO NOT
ALLOW A LIMITATION ON HOW LONG AN IMPLIED WARRANTY LASTS OR THE EXCLUSION OR
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR CERTAIN PRODUCTS. IN SUCH
JURISDICTIONS, SOME EXCLUSIONS OR LIMITATIONS OF THIS LIMITED WARRANTY MAY NOT
APPLY TO PURCHASER.
COSYFARMER’S MAXIMUM LIABILITY SHALL NOT EXCEED THE
PURCHASE PRICE PAID FOR THE PRODUCT UPON WHICH SUCH LIABILITY IS BASED.
THE LIMITED WARRANTY DOES NOT APPLY TO PRODUCTS THAT
HAVE BEEN SUBJECT TO MISUSE INCLUDING, BUT NOT LIMITED TO: THE APPLICATION OF A
REVERSE VOLTAGE TO LEDS, STATIC DISCHARGE, OVERHEATING, WATER SUBMERSION,
ACCIDENT, MODIFICATIONS, OR ALTERATION WHICH MAKES IT IMPOSSIBLE FOR COSYFARMER
TECHNICIANS TO TEST THE PRODUCT. ALL PRODUCT WARRANTIES ARE VOID IF THE
LED FIXTURES HAVE BEEN OPENED BY THE PURCHASER.
FURTHER, PRODUCTS SOLD BY COSYFARMER ARE NOT
AUTHORIZED FOR USE OUTSIDE OF THE HORTICULTURAL INDUSTRY.
COSYFARMER IS NOT RESPONSIBLE FOR THE INDIRECT
EXCHANGE OR RESALE OF PRODUCTS TO TERRITORIES THAT ARE RECOGNIZED UNDER FEDERAL
OR INTERNATIONAL TRADE EMBARGOS.
COSYFARMER LED LIGHTING PRODUCTS ARE EXTREMELY
BRIGHT. PURCHASER SHOULD NOT STARE DIRECTLY INTO ANY OF THE LIGHTS. PURCHASER
SHOULD ONLY USE LIGHT THERAPY LED FIXTURES UNDER A LICENSED DOCTOR’S
SUPERVISION.
TECHNICAL ADVICE
DISCLAIMER
It is expressly understood that any technical advice
furnished (via email, telephone, blog or any other form of communication) by Cosyfarmer
or any of its employees with reference to the use of Products is given without
charge and Cosyfarmer assumes no obligations or liability for such advice given
or the results obtained. All such advice is given and accepted at the
Purchaser’s risk. If Purchaser is not experienced with the use of high-powered
LEDs and electronics, then Cosyfarmer highly recommends that Purchaser engage
an experienced electronics technician or engineer to provide Purchaser with
assistance in the installation, maintenance and use of the Products.
IMPORT AND EXPORT CONTROLS
Purchaser warrants that it will comply with the Export
Administration Regulations of the U.S. Department of Commerce and any other
applicable laws and regulations governing exports in effect from time to time
and that it will indemnify Cosyfarmer for any failure by Purchaser or its
customers to do so. Purchaser agrees to cooperate with Cosyfarmer in order to
obtain export licenses or exemptions there from by, among other things,
providing required documentation, to the extent requested by Cosyfarmer.
INTELLECTUAL PROPERTY
All trademarks, trade names, patents, copyrights,
design, drawings, formulas or other data, photographs, samples, literature, and
sales aids of every kind shall remain the property of Cosyfarmer and/or its
licensors. Purchaser agrees not to do anything inconsistent with that ownership
or to contest ownership of such items. Purchaser also agrees that all use of Cosyfarmer’s
trademarks by Purchaser will inure to the benefit of Cosyfarmer. Purchaser
acknowledges that any software included in the Products is proprietary to Cosyfarmer
or its licensors and is subject to copyrights and trade secrets owned by Cosyfarmer
or its licensors. All references in these Terms & Conditions of Sale to
“purchases,” “sales,” or words of similar import, with respect to any such
software, signifies only the acquisition of a license for such software for use
with the Products in accordance with the terms of this Agreement.
Purchaser shall have no access to, or rights in, the source code of any
software included in the Products. Purchaser shall have no right to copy,
modify or remanufacture any Product or part thereof, nor reproduce any written
material supplied by Cosyfarmer without the explicit written consent of Cosyfarmer.
CONFIDENTIALITY
The terms hereof, the Products,
and any other materials and information provided by Cosyfarmer to
Purchaser hereunder, whether orally, in writing, or by inspection of tangible
objects, including without limitation technical data,
research, product plans, or know-how constitute and contain proprietary and
confidential information of Cosyfarmer (“Confidential
Information”). Purchaser may not disclose Confidential Information
to any person other than its employees with a need to know such information or
consultants under contract to Purchaser who have agreed in writing to be bound
by confidentiality restrictions at least as protective of the Confidential
Information as these Terms & Conditions of Sale. Purchaser may not
use the Confidential Information for any purpose other than to exercise its
rights under these Terms & Conditions of Sale. Purchaser shall take
reasonable measures to protect the secrecy of and to avoid the unauthorized use
and disclosure of the Confidential Information. Purchaser shall immediately
notify Cosyfarmer in the event it becomes aware of any unauthorized or
suspected unauthorized use or disclosure of Confidential Information.
TERM AND TERMINATION
These Terms & Conditions of Sale shall continue
indefinitely in force from the date hereof unless terminated under the
provisions of this Section. If either party materially defaults in
the performance of any provision of these Terms & Conditions of Sale, the
non-defaulting party gives written notice to the defaulting party thereof, and
the default is not cured within thirty (30) days of the date of receipt of such
notice, the non-defaulting party may terminate these Terms & Conditions of
Sale by giving thirty (30) days written notice. The
provisions of Sections 2, 3, 4, 6, 7, 8, 9, 10, 11, 13, 14, 15, 16, 17 and 18,
and those clauses of other Sections of this Agreement that survive by their
very nature, shall survive the termination of these Terms & Conditions of
Sale for any reason.
NOTICE
Any notice required or permitted by these Terms &
Conditions of Sale shall be in writing and shall be sent by prepaid registered
or certified mail, return receipt requested, to the address shown on the
Quotation. Such notice shall be deemed to have been given three (3) days after
deposit in the mail.
FORCE MAJEURE
Except for the payment obligations set forth in Section
3, above, the nonperformance of either party shall be excused to the extent
that performance is rendered impossible by strike, natural disaster,
governmental acts or orders or restrictions, failure of suppliers, acts of
terrorism, energy shortage, epidemics, or any other reason where failure to
perform is beyond the reasonable control of and is not caused by the negligence
of the nonperforming party.
SEVERABILITY
If any provision in these Terms & Conditions of
Sale is found or held to be invalid or unenforceable in any respect, such
unenforceability will not affect any other provisions of these Terms &
Conditions of Sale.
GOVERNING LAW
These Terms & Conditions of Sale and any sale of
Products made hereunder shall be governed by and construed in accordance with
the laws of the State of Delaware, without regard to its choice of law
provisions, and not by the 1980 U.N. Convention on Contracts for the
international sale of goods. Any action to enforce these Terms &
Conditions of Sale shall be brought in the federal or state courts in the state
of Delaware, USA. Any cause of action or claim Purchaser may have with respect
to the Cosyfarmer Products must be commenced within one (1) year after the
claim or cause of action arises. Cosyfarmer’s failure to insist upon or enforce
strict performance of any provision of these terms and conditions shall not be
construed as a waiver of any provision or right. Neither the course of conduct
between the parties nor trade practice shall act to modify any of these terms
and conditions.
ASSIGNMENT
Purchaser shall not assign these Terms &
Conditions of Sale or any portion thereof without the prior written consent of Cosyfarmer,
which consent shall not be unreasonably withheld or delayed. Cosyfarmer
may assign its rights and duties under this Agreement to any party at any time
without notice to Purchaser.
COMPLIANCE WITH LAWS
Cosyfarmer Products are not designed or intended for use in connection with the illegal manufacturing, cultivation, or production of controlled substances. Cosyfarmer products are intended for commercial horticultural and research uses in accordance with applicable law. The lawful