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Business Contract with AGRICH, INC.
Agrich Wholesale Services
Agrich ships seeds
worldwide. Agrich ships plants within the USA. Agrich ships
feed within
Indiana
and Ohio. Agrich Wholesale accounts are offered to competent
businesses in the industry in order to establish a relationship that
will benefit all parties. By establishing good communications
channels, doing the preparation work to smooth payments and ordering,
and clearly
delineating the informational and instructional responsibilities in
these transactions, as well as not loading the costs of these and other
risks into the price of the product, Agrich can focus on providing the
widest variation of products at the lowest possible price.
Open an account
Agrich encourages early ordering due to high demand. Opening an
account
takes additional time. Send
printed, filled in and signed contract, along with a check or money
order for first order, to:
Agrich, Inc.
985 W. State Rd. 32
Winchester, IN 47394
Agrich, Inc.
herein known as: "Agrich" provides wholesale prices and services to
Agricultural Businesses. The prices listed in the Agrich
Wholesale Price List and on Agrich web sites and services offered under
this contract are offered to businesses.
Business Information herein known as "Business"
Business
name:____________________________________________________
Type or Organization: (eg.Proprietorship, Corporation, etc.)______________________________
mail address:_____________________________________________
_________________________________________________________
shipping address:________________________________________
__________________________________________________________
Business telephone:_______________________________ fax:_________________________
email:____________________________________________________
Resale tax#:______________________________________________
Farmer's tax ID:____________________________________________
(All Businesses with an Indiana shipping or mailing address must fill in one of the tax numbers above.)
Type of business (eg. Garden Center, Farmer, etc.):_____________________________________________________
Estimated annual purchases:___________________________________
WebSite URL:__________________________________________________
Tax ID Number:________________________________________________
Date
business was
formed:______________________
How long at this address:____________________
Trade/Supplier References:
_______________________________
____________________________________
________________________________
_______________________________
____________________________________
________________________________
_______________________________
____________________________________
________________________________
Bank Reference:
Bank name:_______________________________________________
Bank address:_______________________________________
______________________________________________________
______Checking,
_____Savings,
_____Loans, _____Other_________________;
Bank officer's
name:_______________________________
phone:_________________________
Personal Guarantor Information herein known as "Business Owner"
Name of Business Owner(First, Middle, Last)__________________________________________________________________
Business Owner Title (Check One) __President/Chairperson
__Owner/Proprietor __Vice
President __Treasurer __Partner
__Other____________________
Date of Birth ___/___/___ Social Security Number _____-_____-_____
Home phone: (____)_____-_________
Address:________________________________________________________ How long at this address:_________________-
City___________________________________ State_________________ Zip_____________
Agrich Business Account
An account will not be established without Agrich having received
both the payment for a first order
and this printed and signed contract. If Agrich
receives one of these items without the other, it will be held for up
to one year to wait for the rest of the application. Agrich
prefers that this is sent together to ease filing. If Agrich does
not approve an application, payments will be promptly refunded.
Inquiries about the status of a new account application
should include the Business name that was on the contract, and the date
of the first payment. Business and Business Owner agree that this
account with Agrich will be used primarily for business purposes, and
not personal, family, or household purposes. Agrich may, at any
time and without notice, cancel orders and refund the payments, and/or
close the account and refund any account balance. This contract
and application is necessary to open a trade account for
Agrich to accept checks and payments from Business and for
Business to receive wholesale services and prices.
Order Minimum
The minimum order for plants, plugs, trees and shrubs is $200.00
Business should order in multiples of minimum quantity
listed
for each variety (i.e. if minimum is listed as 100 plants, order
in multiples of 100).
The minimum for seed only orders is $100.00. The minimum order for feed
is one ton. For some locations an additional charge may apply for
orders of less than three tons. All prices are subject to change
without notice. The price
charged
will reflect pricing in effect at the time the order is placed.
Shipping
Agrich will use the best, most efficient method of shipping orders.
Method to be determined solely by Agrich, and may be different from one
shipment to the next. If Business has a preference as to shipping
method, Business should advise Agrich at the
time of placing the order. Agrich uses various shipping methods for
different products and may be able to accommodate these requests, but
orders can not be contingent on this method and Agrich does not warrant
any particular shipping method. Backordered items will be shipped
as they
are
ready. Agrich will not be responsible for damage that may occur
during
shipping. If Business receives a package that is noticeably damaged, Business should
make a note of it on the carrier's receipt when receiving the
package.
If, upon opening the package, there is internal damage, Business should
contact Agrich and the shipper immediately. Business should provide
the following information in this email: (1) Order
Number (2) Carrier's name and bill number (3) Date and Time
shipment was received (4) Extent of the damage.
Pictures help, but Business should not send
these in first email. Just email that Business has these. If shipper takes responsibility for costs of
shipping damage, Agrich will, at it's sole discretion, either replace
the damaged product at the next available ship date, substitute a
similar product, or refund Business' payment for damaged product.
Shipping and Handling Charges
With each order, Business should include a payment in amount sufficient
to cover shipping and handling charges which will include outbound
freight and packing material costs. This service costs is
established by Agrich for each order and a quote can be obtained by
email. Businesses without sufficient funds on account at Agrich
may receive a short shipment when minimums are met, or Agrich may hold
the order until additional payments are received to cover these
costs. Overpayment amounts will be indicated on the receipt that
comes packed with the shipments, and will be carried on account with
Agrich until applied to a new order, or Business requests a
refund. Agrich will refund overpayments within 30 days of
Business' refund request or 30 days after final funding of original
payment which ever is later. Shipping and handling charges will
vary not only in the distances from Indiana to destination, and weight
and size of packaging, but some sensitive plants will require special
packing and may need different shipping methods from one shipment to
the next because of weather. If Business is not sure, email for a
quote.
Account Balance
If Business sends a payment to apply to a specific order, Agrich may
opt to ship items if payment is up to 15% short due to price changes,
shipping and handling
calculation errors, etc. Business' accounts will have their
positive balances reduced by this amount, or if Business' account
balance is insufficient for this, Agrich will send an invoice for this
shortage which will be due and payable immediately. Accounts with
negative balances will be charged interest at the rate of 1.75% per
month. Business' with positive account balances that send
payments accompanying orders that are at least 15% short, should
specify with the order that shortages should be funded by the account
balance. In order to avoid any shipping delays, and especially
Businesses placing several orders or with several buyers, may opt to
fund their Agrich account at the beginning of a season or before orders
are placed. Agrich will maintain positive balance accounts in
order to improve service to Business. These positive account
balances will not bear interest and may be commingled with other funds
and may not be maintained in a separate bank account. Agrich will
refund any amounts greater than the funds needed to cover orders in
process, up to the total positive account balance within 30 days of
Business' refund request or 30 days after final funding of last
payment which ever is later. Business should not keep positive
account balances in excess of two year's estimated Agrich
purchases.
Delivery Date
Agrich does not warrant delivery dates.
Payments for
agricultural products made to Agrich are taken as a contract
to
grow, or for booking of product from planned production that is to be
shipped at the Earliest Available Ship Date. Scheduling of
orders to ship later than the earliest available ship date
are also estimated dates. Business expressly waives
any right to a notice of shipping delays. All queries regarding
shipping schedules
should be directed to shipdept@agrich.net and should
be understood to be the best estimate and subject to change.
SUBSTITUTIONS
Agrich can often provide very similar
varieties
or the next size plant without delaying the order or backordering
items. If the next size smaller plant is substituted, the Business'
account balance will be adjusted. Larger sizes will not be
charged
without Business' prior approval. Business should specify when
ordering to speed
orders with
substitutions. In the event of crop failure, product damage, or
other supply problem, Agrich may, at it's sole
discretion, substitute similar product, hold order until next
available ship date, or cancel the order.
Backorder Time Limit
Agrich and Business will not attempt to maintain a transaction in
backorder beyond 30 months. If Business has requested no
substitutions on a crop or agricultural product that could not be
delivered through the second year's shipping season on that item, Business
must confirm and renew the order when still trying to get the same
item. Agrich will otherwise ship a substitution or cancel the
order.
Restrictions and Taxes
Business is responsible for
discovering and complying with any government restrictions and assumes
all expenses involved. Business is responsible for any taxes and
duties. Any Business with an Indiana address, or who picks up an
order in Indiana, must have an Indiana state sales tax exemption form
on file with Agrich. These exemption forms are available by
emailing
accounting@agrich.net Agrich may not ship some
products to specific destinations or may change shipping schedules to
certain destinations based on experience or knowledge of problems with
these. By shipping to Business' requested destination, Agrich in
no way
implies any expertise in issues of the destination or areas
through which shipment will travel of rules, regulations, laws,
inspections, tariffs, theft,
etc. Business assumes all risks of shipping.
Warranty
All stock is subject to prior sale and crop
yield.
There are no returns of seeds or plants.
Vegetable seeds are tested to meet propagation standards. Propagation
rates experienced by Business may vary due to Business' specific
conditions.
Flower and Herb seeds may have wide variation in propagation
rates. Tree seeds are shipped unstratified. Hybrid tree
seed cannot be expected to come true to name. All of these seeds
are
offered to competent plantsmen with no warranty. All plants are
shipped in good
condition. These plants are
offered to competent plantsmen with no warranty. Agrich will not
be held liable for crop failure or damages as a result of the use of
these products, whether contractual, for
negligence or otherwise. There is no warranty
on any of these products, express or implied, including any implied
warranty of merchantability or fitness for a particular purpose and all
such warranties are specifically herein disclaimed. Agrich will
not be held liable for incidental or consequential damages as a result
of the use of these products. The maximum extent of Agrich's liability is limited to the amount of
payments
made by the Business for items yet unshipped. Business agrees that if the product
is resold or supplied to a third party, Business assumes any
responsibility of needed notification of risks, instructions for use,
or training for it's customers, and furthermore if a warranty is
expressed or implied, Business takes full responsibility.
Business agrees to indemnify Agrich and it's affiliates, officers,
directors, employees, and agents from any losses, liabilities, and
damages of any and every kind (including, without limitation, our
costs, expenses and reasonable attorney's fees) arising out of any
claim or complaint. The indemnity provided under this warranty
section will survive the termination of this Agreement.
Documentation
Agrich shipments will arrive with a Packing List /
Receipt
which will list each item that is in the shipment as well
as
shipping and handling charges and total charges. If Business
requires
any further documentation, Business should request this at the time
of placing the
order. Business should be sure
that all items that were in the box and attached to outside
of
the box were found before disposing of any packing
material.
Payments
Agrich
may, at it's discretion, hold any shipment until final and
non contingent collection of funds of Business' payments. Agrich
may charge a service fee of forty dollars ($40.00) for each check or
other
payment, by any form, that is tendered by Business, but not funded for
any
reason. Agrich may charge interest at a rate of 1.75% per month
on the amount of such payments from the tendered date to time of
final collection of funds. Business will be
responsible for any costs and to include reasonable attorney's fees
incurred by Agrich for collection of such payments, interest, and
fees. Business hereby waives any right to notice of an unfunded
payment and accepts this document as notice of fee,
interest, and collection costs on any payment that Business
tenders to Agrich, but is not funded.
Term
The original term of this Agreement will commence with
Agrich's
acceptance hereof (as evidenced by the execution of the Agreement by
Agrich), and will continue until either (1)Business gives written
notice to Agrich to terminate the agreement effective upon completion
of outstanding order and account transactions, (ie. Business has
acknowledged receipt of
the last shipments on all orders, or Agrich's cancellation of
outstanding orders, which can not extend beyond 30 months from the date
of Business' notice, and upon account balance reaching
zero, which will not extend beyond 30 days from final and non contingent
funding of Business' last payment for positive balance accounts or
final and non contingent funding of payment made by Business on negative
balance accounts); or (2)Agrich terminates the agreement by sending
notice in regular mail to last provided Business address, to be
effective as of the date such notice is sent. If within any four
consecutive years,
Business has made no purchases, this agreement will be terminated without notice from either party.
Privacy
Agrich will safeguard Business' privacy and not sell or otherwise
share any personally identifying information such as names,
addresses
or email address. These will be used only for communications
and direct transactions with Business. If Business wishes to
become an
Agrich
Heirloom and Tree seed dealer, Business may opt into the Agrich
marketing
services
publications. Information for these publications will be
collected
by separate application and will require a separate service contract
and
may or may not require payments from Business as will be specified in
the
contract. The use of the trademarks: Agrich and Agrich.net
and any service mark and trade name owned by Agrich is restricted. Use
of these names or any copyrighted material from
Agrich web sites, comments, service and product descriptions and
marketing material must be explicitly approved by
Agrich. Business agrees to remove such material from any public
documents immediately upon notification to do so by Agrich.
Agrich and Business both agree to keep all communications secure, and
not
to publish any letters, emails, special price offers, order forms, etc.
not intended by both parties to be published.
Business' obligations and Agrich's rights under this Privacy section
survive termination of this Agreement.
Form of Communications
Agrich prefers email communications, however
important notices should not be considered received until there is a
response to the specific email message. In the long run, the post
is more dependable. Telephone messages left with the operator, or
on voice mail will not be considered a delivered message, but strictly
a convenience method of solving email delivery problems. The time
that it may take Agrich to respond to a message may be different
seasonally, or from one time to the next. Messages from
Businesses
with accounts are given priority by Agrich, so for fastest service,
Business should make sure to use the same email address, and postal
envelopes have the return address of the Business' account.
Messages that look like they are from another party may be lost with
the rest of the spam. Messages should not have any advertising
incorporated to avoid being lost. Business should not send
pictures
to Agrich unless Agrich explicitly requests these. Messages
should be in plain text. Business should not send attachments in
the
email to Agrich unless requested. Scripts, graphics, animations,
etc. may interfere with the email systems function and should be
avoided. Agrich may not reply from the same email address to
which the original message was sent. Business must set filters to
receive Agrich email without separate actions required of Agrich for
this purpose. Business should never send the exact same message
more
than once, or to more than one Agrich email address. If Business
is
unsure whether a particular message has gone through, send the repeated
message with a statement that the message is being resent.
Business' name must be in each message sent from Business. Business will promptly notify Agrich of address changes.
Protection of Communications Channels
Repeating of the same message, or multiple messages in a very short
period of time can cause Agrich to block a sender's communications
through that channel. This may happen without notice to a
Business,
in which case Business must use the post
for subsequent communications with Agrich. If Business believes
that
an accident has caused a communications channel block of their
messages, Business should send a note in the post to Agrich explaining
the
problem, and normally the channel can be reopened in a short
time. If Agrich determines that a Business is deliberately
misusing
these
communication channels, Agrich may cancel orders, close Business'
account, and may hold Business responsible for full damages.
Business' obligations and Agrich's rights under this Protection of
Communications Channels section survive termination of this Agreement.
This agreement overrides any other agreement.
This and future transactions will have additional terms from the order
form which will include product descriptions, pricing, shipping
preferences, and shipping schedule estimates and other
arrangements. This agreement may also be amended in writing in
the future with additional credit terms. No such terms can
contradict this agreement. This agreement supersedes and overrides
any written or oral agreement between Business and Agrich.
Section Headings
The section headings of this Agreement, are for convenience only, and
do not define, limit, or describe the scope or intent of this Agreement.
Governing Law
This Agreement will be governed by and construed in accordance with the
laws of the State of Indiana without reference to conflict of law
provisions. Any action, proceeding, litigation or mediation
relating to, or arising from this Agreement must be brought by Business
against Agrich exclusively in Randolph County, Winchester, Indiana.
Severability
Should any provision of this Agreement be determined to be invalid or
unenforceable under any law, rule or regulation, such determination
will not affect the validity or enforceability of any other provision
of this Agreement.
Damages
Agrich may apply any funds held at the time an
account is closed to apply toward any damage sustained by Agrich that
was caused by Business. The amount of these funds does not limit
other remedies. Refund of funds made by Agrich to Business does
not limit future claims under this contract or it's surviving
sections.
Business Owner's Personal Guaranty
Business Owner authorizes Agrich to obtain a consumer credit report for
use in assessing his/her personal credit worthiness in connection with
this application by Business, of which Business Owner is an employee,
principal, owner, partner, officer or guarantor for an account with
Agrich. Agrich needs such consumer reports because Business Owner
may have direct, contingent, present or future liability to Agrich for
the Business' obligations in connection with the account. All
applicants agree that as long as the account is open, Agrich may obtain
credit reports about the applicants from time to time. This
Personal Guaranty is a guaranty of payment and not a guaranty of
collection. Business Owner agrees that he or she is liable as
primary obligor. Agrich may proceed against one or more Business
Owners whether or not Agrich proceeds against Business, or
any other obligors. Business Owner hereby waives notice of (1)
the incurrence by Business of any obligation; (2)acceptance of this
Agreement; (3)any renewal, modification, extension or amendment of the
Agreement or of any other instrument or document pertaining to all or
any part of the obligation; (4) the occurrence of any breach or default
under the Agreement; (5) Agrich's transfer or disposition of the
obligation, or any part thereof; (6) sale or foreclosure (or posting of
advertising for sale or foreclosure) of any collateral for the
obligation; (7) protest, proof of nonpayment or default by Business;
and (8) any other action at any time taken or omitted by Agrich.
Business Owner hereby waives all presentments; demands for performance
or payment; protests; notices of protest, nonperformance, dishonor,
default and nonpayment; and all other notices or formalities.
Authority
This
Contract must be signed by a Business Owner with authority to bind the
Business to the terms of the contract. The Business Owner
certifies that the execution, delivery and performance of this contract
has been authorized by all necessary corporate action by the Business,
and will provide evidence of such action upon request. The
Business Owner is individually liable and jointly liable with the
Business for all transactions with Agrich. Notice from Agrich to Business or Business Owner is notice to both.
Employees/Agents
Business and Business Owner may not transfer or
assign this account without the written consent of Agrich. If
Business Owner authorizes additional employees or agents to make purchases, sign
purchase orders, trade or negotiate under this contract,
Business will, upon request from Agrich, provide additional copies of
this contract signed by each so authorized employee or agent with
his/her Personal Business Owner information.
Business agrees to these terms and conditions for this order with
Agrich, and Business agrees to check the agrich.net website for changes to
these terms, and agrees to these terms with posted changes upon each
subsequent and future order with Agrich. I have read this contract and agree to it's terms.
_____________________________________________ Date:_______________________________________
Signature of Business Owner/Applicant
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