GOVERNING PROVISIONSThese Terms and Conditions constitute an offer by ENVIRONMENTAL PLANT MANAGEMENT, INC. (“EPM”) to provide the goods described herein (“Goods”) to the offeree (“Buyer”), subject to the terms and conditions set forth herein.  Buyer may not modify, renounce or waive any term or condition or any of EPM’s rights or remedies unless EMP consents in writing.  EPM 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 EPM purporting to amend or place 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 EPM constitutes agreement or consent by EPM to such amendment, modification or replacement.

ACCEPTANCE:  Buyer shall be deemed to have made an unqualified acceptance of this offer and it shall become the Agreement between the parties on the earliest to occur of the following:  (a) EPM’s receipt of a copy of Buyer’s purchase order; (b) buyer's order submission through the online order portal (c) buyer’s payment of any amounts due under this offer (d) EPM’s delivery of the Goods (e) any other event constituting acceptance under applicable law.  EPM reserves the right to accept or reject purchase orders in its sole discretion.

RETURNS, CANCELLATIONS OR MODIFICATION:  Our Goods are sold on an outright sale basis and are not subject to return unless mis-shipped, damaged or defective.  Any shipments refused for reasons other than freight damage will be subject to freight charges both ways as well as a 20% restocking fee.  Orders may be canceled up to 72 hours after placing the order without incurring any charges or fees.  After 72 hours, a 20% restocking fee will be levied as well as freight charges (both ways) if the product has already shipped.  Modifications to orders will be handled as needed.  Please review the responsibility of maintaining the confidentiality of your online profile under the heading:  Price and Ordering. 

INSPECTION AND NOTIFICATION OF DAMAGED, DEFECTIVE OR NON-CONFORMING GOODS:  Buyer shall inspect the Goods for damage, defects, shortage or other nonconformity to the Order immediately upon its receipt of the Goods and before signing for the Goods.  Buyer acknowledges, understands, and agrees that failure to do so may prevent Buyer from making a claim with the carrier of the Goods.  Damaged Goods must be refused at the time of delivery with the carrier with the driver noting the damage on the freight bill.  Buyer shall notify EPM in writing, along with supporting photographs, of any damage or defects within three (3) calendar days and any shortage or nonconformity to the Order within three (3) calendar days, after date of delivery of the Goods.  Failure by Buyer to provide EPM written notice within the time provided for herein shall be deemed an acceptance by Buyer in full of the Goods.  Any timely claim made based on defect, damage or other nonconformity of the Goods to this Oder shall require proof of the claimed condition.  Claims made based on damaged Goods will require the Buyer to submit photographic evidence of such damage, as well as the driver’s signature on the Bill of Lading acknowledging any damage to the Goods caused as a result of shipment. 

PRICE AND ORDERING:  Buyer will utilize the private, online order entry portal to access pricing and place all orders.  There is a $2,500 minimum order requirement for warehouse distributors.  All Goods are sold only by the case.  Buyer will be billed separately for any shipments that require liftgates or are deemed by the carrier to incur upcharges for residential addresses, extra fuel surcharges for rural or small town areas, forklifts, and multiple delivery attempts. Special shipping requests of the Buyer will be billed accordingly.  You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.  You may not assign or otherwise transfer your account to any other person or entity.  You acknowledge that EPM is not responsible for third-party access to your account that results from theft or misappropriation of your account.  EPM and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content at our sole discretion.

PAYMENT:  Payments will be made directly on the invoice (terms) or when checking out in the order entry portal (credit card).  New Buyers will pay by credit card for the first three transactions – not to exceed $5,000 per transaction.  For eligible Buyers, terms will be extended.  Buyers purchasing on terms will be required to attach a signed purchase order when submitting an order through the order entry portal unless otherwise agreed to.  Invoices are payable by ACH or check only.  Buyer shall pay a delinquency charge of 1.5% per month on any amount due and unpaid more than 30 days from the date of the invoice billing such amount.  This is an annual percentage rate of 18%.  EPM reserves the right to require Buyer to pay for Goods in advance, COD, or by other means of secured payment acceptable to EPM.  If full payment has not been made within 90 days after Goods have been delivered, EPM may send the account to collections.  If any legal action or threatened legal action is made or brought by or against EPM regarding the subject matter of this Agreement (including, but not limited to, collection actions against the Buyer) and EPM prevails in whole or in part, Buyer shall reimburse EPM for incurred costs.

INTERNATIONAL ORDERS:  FOB Kansasville, WI.  EPM will assist, at the request of the international customer, CIF delivery.

DELIVERY AND DELAY:  Based on weather conditions, EPM makes every attempt to ship Goods 5-7 business days after receipt of the order (or after payment is made for COD orders).  For deliveries via Buyer’s or a third party’s vehicle, Buyer assumes the risk of damage to and loss of the Goods from and after the Goods are made available at EPM’s facility.  EPM’s shipment policies regarding, among other things, charges based on size of shipment, as in effect from time to time, shall apply to all deliveries. Delivery dates are approximate.  EPM will make every effort to meet is agreed upon shipment date.  EPM shall not, however, be liable to Buyer for any loss or damage due to delays in delivery resulting from causes beyond EPM’s reasonable control, including, without limitation, delays in transportation, equipment breakdowns, delays of suppliers, materials and acts of God. 


LIMITATION OF LIABILITY:  Notwithstanding any other provision in these terms and conditions to the contrary, in no event shall EPM. under any circumstances be liable to Buyer for any incidental, special, or consequential (including, without limitation, any damages for any loss of business profits, business interruption, loss of equipment, facilities or services, or any other pecuniary loss) arising in connection herewith, regardless of how characterized and even if advised of the possibility of such damages.

LIABILITY CAP:  The limitation of EPM’s total liability to Buyer shall be, in the absence of a specific limitation, 100% of the Purchase Price.

INDEMNIFICATION:  Buyer shall indemnify, defend and hold harmless EPM, its managers, members, officers, employees, agents, and representatives from and against any loss, claim, expense, costs, damages, actions or causes of action arising out of or resulting from Buyer’s ownership, use or possession of the Goods, any negligent act or omission by Buyer, or any breach by Buyer of its obligations under this Order.

FORCE MAJEURE:  EPM shall not be liable for its failure to perform hereunder due to circumstances beyond its reasonable control, or if performance hereunder is prevented, restricted or interfered with by reason of any acts of war, riot, insurrection, fire, flood, tornado, natural calamity, act of God, compliance with any law, regulation or order, whether valid or invalid, of the United States of America or any other governmental body, strike or other labor activities, shipping or transport delays, materials or labor shortage, or accident or plant breakdown not caused by the fault or neglect of EPM, then EPM shall be excused of any other right.

NO WAIVER:  No failure or delay on the part of EPM to exercise any right of its rights under these terms and conditions or this Order shall operate as a waiver thereof, nor shall any single or partial exercise by EMP of any right preclude any future exercise thereof or the exercise of any other right.

USING OUR GOODS:  EPM will not be held liable for the results hereafter the use of our Goods.  By taking the goods, you are fully oriented to the indications, proper handling, and proper usage of the products, and you acknowledge and agree to the risks that may come herewith.  Inclusive are health effects, allergic reactions, body reactions and any loss or damage that may occur thereafter.

GOVERNING LAW:  These Terms and Conditions and Order shall be governed by and construed and enforced in accordance with the laws of the State of Wisconsin, without regard to choice of law or conflicts in laws.  Each party to this Agreement, by its execution hereof hereby irrevocably submits to the exclusive jurisdiction and venue of the state courts of the State of Wisconsin or the United States District Court located in the State of Wisconsin.

MISC.:  Any provisions herein or in the Order to be invalid by a court of competent jurisdiction shall be removed but shall not invalidate any other provision herein or in the Order.  Whenever litigation is used by EPM to enforce any of the terms and conditions of this Order, EPM shall be entitled to reimbursement from Buyer for EPM's reasonable attorneys’ fees and disbursements related thereto.  Any litigation brought by Buyer for breach of any covenant of EPM in this Order shall be commenced within one (1) year of the date of tender or delivery of the Goods.

ENTIRE AGREEMENT:  The Terms and Conditions set forth herein constitute the entire agreement between the parties with respect to the purchase of the Goods and supersede all other agreements or communications, written or oral, which may be deemed to be inconsistent with it and may not be amended or altered except by a writing signed by EPM.