Terms and Conditions
GOVERNING PROVISIONS: These Terms and Conditions of Sale (“Terms”) constitute an offer by Environmental Plant Management, Inc. (“EPM”) to sell the goods described in any quotation, invoice, order confirmation, or order portal transaction (collectively, the “Goods”) to the purchaser (“Buyer”). Acceptance is expressly conditioned upon Buyer’s agreement to these Terms. These Terms supersede any inconsistent terms submitted by Buyer unless agreed to in writing by an authorized officer of EPM.
ACCEPTANCE: Buyer shall be deemed to accept these Terms on the earliest to occur of the following: (a) submission of Buyer’s purchase order; (b) buyer's order submission through the online order portal (c) payment for Goods (d) delivery of the Goods (e) conduct constituting acceptance under applicable law. EPM reserves the right to accept or reject any order.
PRICE AND ORDERING: Prices are those in effect at the time of order acceptance and are subject to change prior to acceptance. Buyer is responsible for maintaining the confidentiality of online account and password and assumes liability for all activity conducted under its account. Buyer may not assign or otherwise transfer the account to any other person or entity. EPM and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content at our sole discretion.
PAYMENT: Payment shall be made according to invoice terms. EPM reserves the right to revoke credit privileges at any time. New Buyers must pay by credit card for atleast the first three transactions, not exceeding $5,000 each unless approved in writing. For Buyers extended credit terms, payment is deemed made only when funds are received and available to EPM. Payment initiation, mailing of checks, or ACH processing does not constitute payment. Buyer assumes all risk of transmission delays. Invoices are due according to stated terms. A finance charge of 1.5% per month (18% annually) applies to all past due balnaces beginning the day after the invoice due date. Finance charges may be invoiced separately. EPM may suspend shipments, require prepayment of COD, offset credits, or accelerate outstanding balances. Accounts unpaid ninety (90) days after delivery may be sent to collections. Buyer shall reimburse all collection costs including attorney fees.
DELIVERY, TITLE, AND RISK OF LOSS: 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). Shipments are FOB Kansasville, Wisconsin unless otherwise agreed. Title and risk of loss transfer upon tender to carrier. Buyer assumes all risk when arranging thrid-party freight. Delivery dates are estimates only. EPM is not liable for delays beyond reasonable control. Buyer shall pay all freight surcharges including liftgate, residential delivery, rural routing, or redelivery attempts.
INTERNATIONAL ORDERS: FOB Kansasville, WI. EPM will assist, at the request of the international customer, CIF delivery.
RETURNS, CANCELLATIONS OR MODIFICATION: 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 24 hours after placing the order without incurring any charges or fees; 24-72 hours may incur administrative fees; after 72 hours or shipment, 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. Returns require written authorization.
INSPECTION AND CLAIMS: Buyer shall inspect the Goods immediately upon delivery for damage, defects, shortage or other nonconformity to the Order before signing for 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 after date of delivery of the Goods. Failure by Buyer to provide EPM written notice within the timeframe constitutes acceptance.
STORAGE, HANDLING, AND SHELF-LIFE COMPLIANCE: Buyer shall store and handle Goods in accordance with labeling and EPM guidance. Buyer shall not sell, distribute, or transfer expired Goods, opened or diluted Goods, contaminated or altered Goods, Goods exposed to improper storage conditions. Improper storage voids all warranteis and relieves EPM of liability.
USE OF GOODS, LABEL COMPLIANCE, AND APPLICATION RESPONSIBILITY: Buyer agrees that Goods shall be used strictly in accordance with labeling and instructions. Buyer assumes all risk associated wtih off-label use, crop sensitivity, tank mix compatibility, application technique, irrigation compatibility, environmental conditions, and water chemistry.
USER RESPONSIBILITY AND FIELD TESTING REQUIREMENT: Buyer acknowledges that agricultural and biological products require evaluation under specific operating conditions. Buyer shall conduct preliminary testing under its own conditions to determine compatibility, crop tolerance, and performance prior to commercial or large-scale use. Failure to conduct such testing constitutes acceptance of all associated risks.
AGRICULTURAL AND BIOLOGICAL PERFORMANCE DISCLAIMER: Product performance may vary due to crop variety, environmental conditions, pest pressure, water chemistry, application timing and method, and interaction with other products. EPM does not guarantee pest eradication, crop yield, or uniform results.
WARRANTY DISCLAIMER: TO THE MAXIMUM EXTENT PERMITTED BY LAW, EPM MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Except as expressly stated in writing, all Goods are sold "AS IS."
LIMITATION OF LIABILITY: EPM shall not be liable, under any circumstances, 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), damages including crop or plant loss, or equipment damage. Total liability shall not exceed the purchase price of the Goods giving rise to the claim.
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; improper storage or handling, off-label use, Buyer marketing claims, regulatory violations, Buyer negligence, or downstream reseller conduct.
PRODUCT RECALL AND SAFETY ACTIONS: If EPM determines Goods require recall or safety action, Buyer shall immediately cease distribution, assist in recall efforts, and maintain traceability records. EPM liability is limited to replacement or refund of affected Goods.
INTELLECTURAL PROPERTY AND PRODUCT PROTECTION: Buyer shall not reverse engineer formulations, repackage or relabel Goods, duplicate proprietary materials, or private label Goods without written authorization.
MINIMUM ADVERTISED PRICE (MAP) POLICY COMPLIANCE: If Buyer advertises or sells Goods through third-party online marketplaces, Buyer agrees to comply with EPM's Minimum Advertised Price Policy ("MAP Policy"), as may be amended from time to time and provided separately to Buyer. The MAP Policy applies solely to advertising or listing of Goods on third-party online marketplace platforms, including but not limited to Amazon, Walmart Marketplace, eBay, and similar e-commerce marketplaces. Compliance with the MAP Policy is a condition of Buyer's authorization to sell Goods on such platforms, and EPM reserves the right to enforce the MAP Policy in its sole discretion.
ONLINE MARKETPLACE AND ECOMMERCE RESTRICTIONS: Buyer shall not sell Goods on third-party marketplaces without prior written authorization. Authorized sellers must maintain accurate listings, use approved branding and descriptions, avoid unauthorized claims, and maintain product traceability. EPM may revoke authorization at any time.
DOWNSTREAM RESELLER AND CONSUMER COMPLIANCE: Buyer shall ensure that downstream resellers, retailers, and end users receive all labeling, safety instructions, warranty disclaimers, and regulatory information providd by EPM. Buyer shall not permit downstream sellers to alter labeling, repackage Goods, sell expired or altered Goods, modify claims, or list Goods online without required warnings. Buyer agrees to indemnify EPM from claims arising from downstream resale, listing inaccuracies, improper storage, or altered product.
DIVERSIONS AND UNAUTHORIZED RESALE: Buyer shall not transfer Goods to unauthorized resellers and shall maintain distribution records sufficient to identify downstream purchasers upon request.
FORCE MAJEURE: EPM shall not be liable for its failure to perform caused by circumstances beyond its reasonable control, or if performance is prevented, restricted or interfered with by events beyond reasonable control including natural disasters, labor disputes, supply interruptions, transportation delays, governmental actions, or equipment failure.
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.
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. All disputes shall be resolved exclusively in Wisconsin courts.
MISC.: 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.
LIMITATION PERIOD: Buyer must bring any claim within one (1) year from delivery.
SEVERABILITY: Invalid provisions shall not affect remaining provisions.
ENTIRE AGREEMENT: These Terms constitute the entire agreement and may only be modified in writing signed by EPM.