D2 LAND & WATER RESOURCE TERMS AND CONDITIONS
These Terms of Service (the “Terms”) describe the Terms between Buyer ( “Buyer”) and D2 Land and Water Resource (“Company”). These Terms explain the Company’s obligations to the Buyer, and the Buyer’s obligations to the Company. By purchase of product(s) through the Company, the Buyer agrees to comply with these terms and any other legal notices, conditions, or guidelines posted on www.d2lwr.com or provided to the Buyer in writing.
All quoted prices shall are good for 30 days from the date stated on the quote, and prices are subject to change without notice thereafter.
DELIVERY OF PRODUCTS AND SERVICES
Delivery/Freight will be invoiced at the market rate at the time of delivery. Any time stated for delivery by the Company is an estimate only. The Company shall not be liable for any loss or damage suffered by the Buyer as a result of failure to deliver at the stated time.
PAYMENTS AND TAXES
Buyer agrees that Buyer will provide payment upon receipt unless alternative payment arrangements have been made prior to delivery. If Buyer fails to make payment in a timely manner, delivery of Buyer’s goods or services may be suspended until Buyer’s account is paid in full.
Buyer understands that taxes will be charged on all sales for goods, unless Buyer provides Company an appropriate exemption for or direct pay permit prior to the invoice due date. Buyer is responsible for timely providing any exemption information to Company.
If Buyer fails to pay the full amount of sales tax due and owing on any invoice, the Buyer assumes all responsibility to remit tax to the appropriate government entity. The Company will remove tax from the invoice and will not pursue collection of the taxes. The Company will further report the Buyer and the amount of the unpaid tax to the appropriate taxing authority.
If Buyer submits an exemption form to the Company and credit for the tax is applied to the invoice, the Buyer is responsible for remitting tax directly to the appropriate government entity if it is later determined that the job is taxable.
Lien Rights and Insurance. Nothing in these terms is meant to modify Company’s rights to place a lien on a project or property in accordance with Indiana law. Nothing in these terms is meant to limit Company’s right to pursue a valid claim under any existing insurance policy.
Disclaimer. D2 Land and Water Resource does not provide legal, tax, accounting or financial advice and any information provided to Buyer is not intended as such. Buyer should refer all legal, tax, accounting and financially related inquiries to appropriately qualified professionals.
REFUND POLICY AND BUYER’S RIGHT OF TERMINATION
The Buyer is responsible for full payment of costs for Products. Standard inventory returns are subject to a Restocking Fee of up to 50%.
Custom and Non-inventory items may not be returned for credit. For Custom and Non-Inventory Items, the Buyer may terminate this agreement in writing to the Company prior to delivery. The Company and associated third parties will then cease work and transfer title to Buyer all completed and partially completed Products and to any raw material or supplies acquired by Company or any third party especially for the purpose of performing goods purchased by this agreement. The Buyer shall pay the Company the sum of the following: (1) the contract price for all products which have been completed prior to termination; (2) the cost to the Company and/or the third party manufacture rof the material or work in process as shown on the books of the Company or third-party manufacturer in accordance with the accounting practice consistently maintained by the Company and/or third party manufacturer plus a reasonable profit thereon, but in no event more than the contract price; (3) the cost F.O.B. Company or third-party manufacturer’s plant of material and supplies acquired especially for the purpose of performing the agreement; and (4) reasonable cancellation charges, if any, paid by the Company and/or third party manufacturer on account of any commitment(s) made hereunder.
The Buyer shall be independently responsible for determining the suitability of quoted products to the application and the approved nature of products. The Company does not accept liability for any errors or omissions in the contents of quotations. No liability for negligence on the part of the Company shall arise from any use of or reliance on the information provided by the Company or the use of any products.
INSPECTION OF PRODUCT
Products of incorrect size, type, quantity, or that have been damaged must be presented to the Company within seven (7) days of the receipt of such nonconforming or damaged products by Buyer. In the absence of any such claims within seven (7) days, the Buyer’s receipt of any products shall be an unqualified acceptance. In no event shall the Company’s liability exceed the purchase price of the material.
Assignment. Neither party shall assign these Terms without the written consent of the other.
Governing Law. These Terms and performance hereunder shall be governed by the laws of the State of Indiana. Sole venue and jurisdiction for any proceedings under these Terms shall be in the state and federal courts located in Marion County, Indiana.
Force Majeure. Except for an obligation to pay fees, neither party shall be liable for failure to perform any of its obligations under these Terms during any period in which such party cannot perform beyond their control, including, but not limited to strike, fire, flood or other natural disaster, war, embargo, or riot; inability of producers to obtain raw material or other needed resources (including energy), and failure of any transportation media, provided that the party so delayed immediately notifies the other party of such delay. The terms of this Clause shall not exempt, but merely suspend, any Party from its duty to perform the obligations under these Terms, until as soon as practicable after a force majeure condition ceases to exist.
Notices. All notices required or permitted under these Terms shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested at the address first set forth above. Facsimile or electronic signatures shall be deemed equivalent to original signatures for purposes of these Terms.
Indemnification. Buyer shall indemnify, defend and save harmless Company, its officers, agents and employees from and against any and all loss, cost (including attorneys’ fees), damage, expense and liability (including statutory liability and liability under workers’ compensation laws) in connection with claims, judgments, damages, penalties, fines, liabilities, losses, suits, administrative proceedings, arising out of any act or neglect by Company, its agents, employees, contractors, Buyers, invitees, representatives, in, on or about the operation of the Program. This indemnity shall survive the termination of these Terms. Buyer hereby releases Company from any and all liability or responsibility to Buyer or anyone claiming through or under Buyer by way of subrogation or otherwise for any loss or damage to equipment or property of Buyer covered by any insurance then in force.
Waiver. The waiver or failure of Company to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
Severability. If any provision of these Terms is invalid, illegal or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed modified in order to comply with applicable law, and the remaining provisions shall not be affected in any way.
Modification. The Buyer may not modify these Terms and Conditions unless agreed to in writing signed by both parties.
Entire Terms and Amendment. These Terms constitute the entire Terms and understanding between the parties and supersedes any prior Terms or understanding whether oral or written relating to the subject matter hereof. The headings used herein are for convenience only and shall not control or affect the meaning or construction of any provisions of these Terms.