Website Terms and Conditions:
EZ-CLONE Enterprises Inc. (EZ-CLONE) maintains this site (the “Site”) for your personal entertainment, information, education, and communication. Please feel free to browse the Site. You may download material displayed on the Site for non-commercial, personal use only, provided you also retain the copyright and other proprietary notices contained on the materials. You may not, however, distribute, modify, transmit, reuse, report, or use the contents of the Site for public or commercial purposes, including the text, images, audio, and video without EZ-CLONE’s written permission. Your access and use of the Site is also subject to the following terms and conditions (“Terms and Conditions”) and all applicable laws.By accessing and browsing the Site, you accept, without limitation or qualification, the Terms and Conditions.
1. You should assume that everything you see or read on the Site is copyrighted unless otherwise noted and may not be used except as provided in these Terms and Conditions or in the text on the Site without the written permission of EZ-CLONE. EZCLONE neither warrants nor represents that your use of materials displayed on the Site will not infringe rights of third parties not owned by or affiliated with EZ-CLONE.
2. While EZ-CLONE uses reasonable efforts to include accurate and up-to-date information on the Site, EZ-CLONE makes no warranties or representations as to its accuracy. EZ-CLONE assumes no liability or responsibility for any errors or omissions in the content on the site. Changes may be periodically made to these web pages and these changes may be incorporated without notice.
3. Your use and browsing of the Site is at your risk. Neither EZ-CLONE nor any other party involved in creating, producing, or delivering the Site is liable for any direct, incidental, consequential, indirect, or punitive damages arising out of your access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to you “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. EZ-CLONE also assumes no responsibility, and shall not be liable for any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site.
4. Any communication or material you transmit to the Site by electronic mail or otherwise, including any data, questions, comments, suggestions, or the like is, and will be treated as, non-confidential and non-proprietary. Anything you transmit or post may be used, without compensation to you, by EZ-CLONE or its affiliates for any purpose, including but not limited to reproduction, disclosure, transmission, publication, broadcast, and posting. Furthermore, EZ-CLONE is free to use, without compensation to you, any ideas, concepts, know-how, or techniques contained in any communication you send to the Site for any purpose whatsoever, including but not limited to developing, manufacturing, and marketing products using such information.
5. Images of people or places displayed on the Site are either the property of, or used with permission by, EZ-CLONE. The use of these images by you, or anyone else authorized by you, is prohibited unless specifically permitted by these Terms and Conditions or specific permission provided elsewhere on the Site. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
6. EZ-CLONE has not reviewed all of the sites linked to the Site and is not responsible for the contents of any off-site pages or any other sites linked to the Site. Your linking to any other off-site pages or other sites is at your own risk.
7. Although EZ-CLONE may from time to time monitor or review discussions, chats, postings, transmissions, bulletin boards, and the like on the Site, EZ-CLONE is under no obligation to do so and assumes no responsibility or liability arising from the content of any such locations nor for any error, defamation, libel, slander, omission, falsehood, obscenity, pornography, profanity, danger, or inaccuracy contained in any information contained within such locations on the Site. You are prohibited from posting or transmitting any unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic, or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. EZ-CLONE will fully cooperate with any law enforcement authorities or court order requesting or directing EZ-CLONE to disclose the identity of anyone posting any such information or materials.
8. EZ-CLONE may at any time revise these Terms and Conditions by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the then current Terms and Conditions to which you are bound.
Manufacturing, Goods and Services Terms and Conditions:
1. Pricing. Prices on the goods specified do not include any city, state, or federal excise taxes, including, without limitation, taxes on manufacture, sales, receipts, gross income, occupation, use, and similar taxes, fees, or other charges imposed by governmental entities. When applicable, taxes will be added to the invoice as a separate charge to be paid by Buyer. If an exemption from a tax is claimed, supporting documents must be furnished by Buyer prior to delivery. Any and all sales and or pricing quotations provided by EZ-CLONE to Buyer shall automatically expire within the calendar year issued, unless explicitly expressed in writing, and are subject to termination by EZ-CLONE by notice to Buyer at any time.
2. Minimum Order. Buyer must purchase goods pursuant to the specified minimum order quantities (MOQ) specified on all issued pricing sheets. Purchase Orders may be declined and or altered to meet these requirements. MOQs are subject to change by notice to Buyer at any time.
3. Terms of Payment. All payments shall be due thirty (30) days after the date of EZ-CLONE’s shipment of goods. All payments made after thirty (30) days from the date of the invoice shall be subject to a service charge of one and one-half percent (1.5%) per month based on the outstanding balance. Special terms of payment including but not limited to two percent (2%) discount on ten (10) day terms may be extended at EZ-CLONE’s discretion. All payment terms with the exception of cash on delivery (COD) are subject to approved credit.
4. Cancellations. Buyer may not cancel or change an Order without the written consent of EZ-CLONE. If Buyer desires to cancel or change an Order, Buyer must deliver a written request for cancellation of the Order to EZ-CLONE’s office.
5. Delivery and Risk of Loss. All shipments under the Order are F.O.B. EZ-CLONE’s warehouse, Sacramento, CA and all risk of loss shall pass to Buyer at that time regardless of the method of shipment that may be elected by Buyer. Shipping will be added as a separate charge on the invoice unless it is arranged and paid for by Buyer.
6. Delays. EZ-CLONE will not be liable for any delay in the performance of its obligations under the Order, or for any damages suffered by Buyer due to such delay, if the delay is, directly or indirectly, caused by a fire, flood, accident, civil unrest, act of God, war, governmental interference or embargo, labor strike, shortage of materials, or any other cause beyond EZ-CLONE’s control.
7. Materials. The Order is conditional upon EZ-CLONE’s ability to obtain the necessary raw materials at a reasonable price, and all shipments under the Order are subject to EZ-CLONE’s supply schedules and any government regulations, orders, directives, and restrictions that may be in effect.
8. Nonconforming Goods. Buyer shall inspect all goods upon tender and delivery by EZ-CLONE, and should any of the goods be nonconforming goods, Buyer must notify EZ-CLONE, in writing, within ten (10) days of EZ-CLONE’s tender and delivery of the goods describing the nature of any nonconformity. EZ-CLONE shall have the right and option to repair or replace any nonconforming goods. The failure of Buyer to notify EZ-CLONE in writing that the goods are nonconforming within ten (10) days of EZCLONE’s tender and delivery of the goods, shall constitute acceptance of the goods and Buyer shall be liable to EZ-CLONE for the total Order price.
9. LIMITATIONS ON DAMAGES. EZ-CLONE SHALL NOT BE LIABLE TO BUYER FOR ANY LOST PROFITS OR OTHER ECONOMIC LOSS OF BUYER, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES ARISING OUT OF ANY BREACH OF THIS AGREEMENT BY EZ-CLONE,. ANY OBLIGATIONS OF EZ-CLONE PURSUANT TO THIS AGREEMENT OR THE FAILURE OF THE GOODS TO PERFORM IN ANY PARTICULAR MANNER.
10. Warranties. EZ-CLONE will issue warranty obligations per each product/contract.
11. Law and Procedure. The Order, this Agreement and the transaction described therein shall be subject to, construed under and enforced according to the laws of the State of California. ANY ACTION IN REGARD HERETO OR ARISING OUT OF THE TERMS AND CONDITIONS HEREOF SHALL BE INSTITUTED AND LITIGATED IN THE COURTS OF THE STATE OF CALIFORNIA AND NO OTHER. IN ACCORDANCE HEREWITH, THE UNDERSIGNED HEREBY SUBMITS TO THE JURISDICTION AND VENUE OF THE COURTS WITHIN THE COUNTY OF SACRAMENTO, STATE OF CALIFORNIA. BUYER AND EZ-CLONE HEREBY WAIVE THE RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF THE ORDER, THIS AGREEMENT OR THE TRANSACTION DESCRIBED THEREIN.
12. Remedies. In the event that Buyer is in default or otherwise breaches the Order or this Agreement, EZCLONE shall be entitled to pursue any and all remedies, legal or equable including an action to recover the total Order price, as well as its costs of enforcing the Order, including, without limitation, its attorneys’ fees. In the event that EZ-CLONE is in default or otherwise breaches the Order, the liability of EZ-CLONE to Buyer for such breach or default shall be limited to the replacement value of the goods under the Order which is the sole and exclusive remedy of Buyer for any such breach or default.
13. Entire Agreement. This Agreement is intended by the parties as a final expression of the terms and conditions of the Order. No representations, understandings, or agreements have been made or relied upon in the making of this Agreement other than those specifically set forth herein. This Agreement can only be modified in a writing signed by both parties. No previous course of dealing between the parties or trade usage may be used to interpret, limit, or otherwise impair the operation of this agreement.
14. Waiver. EZ-CLONE shall not be deemed to have waived any rights under this Agreement or the Order unless such waiver is given in writing and signed by EZ-CLONE. No delay or omission on the part of EZ-CLONE in exercising any right shall operate as a waiver of such right or any other right. A waiver by EZ-CLONE of a provision of this Agreement or the Order shall not prejudice or constitute a waiver of EZ-CLONE’s right otherwise to demand strict compliance with that provision or any other provision of this Agreement or the Order. Neither prior waiver by EZ-CLONE nor any course of dealing between Buyer and EZ-CLONE, shall constitute a waiver of any of EZ-CLONE’s rights or of any of Buyer’s obligations as to any future transactions. Whenever the consent of EZ-CLONE is required under this Agreement or the Order, the granting of such consent by EZ-CLONE in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the sole discretion of Buyer.
15. Notices. All notices required to be given under this Agreement shall be given in writing and shall be effective when a record has been actually delivered, deposited in the United States mail, first class, postage prepaid, addressed to the party to whom the notice is to be given at the address shown upon the Order, received by telecopy or received through the Internet. Any party may change its address for notices under this Agreement by giving formal written notice to the other party, specifying that the purpose of the notice is to change the party’s address.
16. Interest and Fees. In the event of any dispute arising out of the Order, this Agreement or the transaction described therein, in addition to an award of damages, EZ-CLONE shall be entitled to recover: (1) pre-judgment interest on any amount awarded at a rate of 1 ½% per month, (2) all expenses of litigation, including without limitation all filing fees and court costs; and (3) all attorneys’ fees incurred regardless of whether such fees or expenses are incurred before or after the initiation of litigation.