LIMITED WARRANTY AND LIMITATION OF LIABILITY AND REMEDIES
It is understood and agreed that the following Condition of Sale and Limitation of Warranty, Liability, and Remedies apply to purchases made by or on behalf of the purchaser.
A. PRODUCTS OF OTHER MANUFACTURERS SOLD BY CALIGROW, LLC OTHER THAN SEED
Caligrow, LLC (“Caligrow”) makes no warranty regarding products of other manufacturers sold by Caligrow to the extent, if any, any warranty of the manufacturer inures by its terms to the benefit of the purchaser, the purchaser agrees to look only to the manufacturer as the sole and exclusive recourse and remedy.
B. CALIGROW BRAND PRODUCTS OTHER THAN SEED
The directions for use of Caligrow brand products reflect the opinion of experts based on field use and test. The directions are believed to be reliable and should be followed carefully. However, it is impossible to eliminate all risks inherently associated with the use of the products. Crop injury, ineffectiveness or other unintended consequences may result because of such factors as weather conditions, presence of other materials or the manner of use or application, all of which are beyond the control of Caligrow or the seller. It is agreed that all such risks shall be assumed by the purchaser and user. Caligrow warrants that Caligrow brand products conform to the chemical description on the label subject to the inherent risks referred to above.
C. SEED
The only warranty of Caligrow regarding seed is that the seed conforms to the label description on the date of the test shown on the label.
D. LIMITATION OF WARRANTY, LIABILITY AND REMEDIES
CALIGROW MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, CONCERNING THE ABOVE GOODS OR THE PROVIDING OF SERVICES EXCEPT THE EXPRESS WARRANTIES SET FORTH ABOVE. AND HEREBY DISCLAIMS TO THE FULLEST EXTEND PERMITTED BY APPLICABLE LAW AY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OR THE GOODS OR SERVICES FOR ANY PARTICULAR PURPOSE OR WARRANTY AGAINST INFRINGEMENT, AND NO SUCH WARRANTIES SHALL BE IMPLIED BY LAW OR OTHERWISE. THE EXCLUSIVE REMEDY AGAINST CALIGROW, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND/OR AFFILIATES FOR ANY CAUSE OF ACTION OR ON ANY OTHER RECOVERY OF ANY KIND AGAINST CALIGROW, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND/OR AFFILIATES EXCEED THE PRICE FOR THE SPECIFIC GOODS OR SERVICES WHICH CAUSE THE ALLEGED LOSS, DAMAGE, INJURY, OR OTHER CLAIM NEITHER CLIGROW NOR ANY SUCH OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND/OR AFFIATES SHALL BE LIABLE AND ANY AND ALL CLAIMS AGAINST CALIGROW, ITS OFFICERS, DIRECTS, EMPLOYEES, AGENTS AND/OR AFFLIIATES ARE WAIVED, FOR SPECIAL OR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR EXPENSES, OR ANY NATURE AND KIND, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR INCOME, AND CROP OR PRPOERTY LOSS OR DAMAGE, LABOR CHARGES, AND FREIGHT CHARGES, WHETHER OR NOT BASED ON CALIGROW’S, IT OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND/OR AFFLIATES’ NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY IN TORT OR ANY OTHER CAUSE OF ACTION.
NO OTHER LIABILTY HEREUNDER SHALL BE ASSERTED UNLESS ANY LOSS, DAMAGE, INJURY OR OTHER CLAIMIS REPORTED TO CALIGROW IN WRITING WITHIN THIRTY (30) DAYS AFTER DISCOVERY, AND THE FAILURE TO GIVE NOTICE TO CALIGROW OF ANY CLAIM WITHIN SUCH PERIOD OF TIME SHALL CONSITUTE AN ABSOLUTE UNCONDITIONAL WAIVER OF SUCH CLAIM.
E. INDEMNITY AND HOLD HARMLESS
Purchaser agrees to investigate, indemnify, defend and hold harmless Caligrow and its affiliates and each of their respective shareholders, directors, officers, employees and agents from and against all liability , loss, damages, injury, claims, judgments, demands, penalties, fines, suits or proceedings, whether judicial, administrative or otherwise, and attorney’s fees and other costs and expenses of whatever kind and nature, arising out or in any manner related to the use, transportation, storage, handling, disposal, operation or performance of the product provided by or on behalf of Caligrow hereunder.
F. OWN USE AND USE BY THIRD PARTIES
Purchaser agrees that all products and services are purchased for Purchaser’s own use. To the extent, if any, any Purchaser’s use of such products and services is for or involves others, Purchaser agrees that Caligrow’s Terms and Conditions of Sale- Limited Warranty and Limitation of Liability and Remedies also apply to such third parties, and purchaser shall hold harmless and indemnify Caligrow for any such loss in excess thereof.
G. COMMERCIAL PURPOSES
Purchaser represents and warrants that all purchases of products and services are solely for commercial purposes and are not subject to any laws applicable to consumer transactions, and Purchaser waives all requirements of any such laws.
H. COSTS OF COLLECTION
In the event Purchaser fails to make payment for the goods and services, the account may be considered by Caligrow, at it’s option, to be in default and Caligrow may elect to declare any amounts outstanding immediately due and payable, and the Purchaser shall be responsible for the payment of all costs of collection incurred by Caligrow, including expenses and reasonable attorney’s fees in such event, or in the event of any other legal action or other resolution proceeding.
I. AGREED PAYMENT TERMS
For cash purchasers, payment is due at the time of or before delivery of the product or service. For credit-approved purchasers which have executed the appropriate Credit Sales Agreement entered into between Purchaser and Caligrow, the terms of such Credit Sales and Services Agreement or Credit Sales Agreement, as applicable, shall control.
In the event that advances are made to Purchaser under a promissory note made by Purchaser in favor of Caligrow for the purpose of paying any amounts owed by Purchaser to Caligrow hereunder, then to the extent that any such promissory note is unenforceable and/or uncollectible, in whole or in part, by Caligrow or its assignee(s) for any reason, the obligation of Purchaser to Caligrow hereunder that would have been satisfied using any advances under such promissory note shall not be vitiated or merged into or extinguished by such promissory note, and instead shall be enforceable and collectible in full pursuant to the terms hereof.