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TERMS AND CONDITIONS OF SALE

The following Terms and Conditions of Sale apply to all fertilizer products (“Products”) sold or provided by WISErg Corporation, a Washington corporation (“WISErg” or “Company”) and are incorporated by reference into any price quotation, invoice or other of form of sale documentation. By accepting or using the WISErg Products, you agree to be bound by and comply with these Terms and Conditions of Sale.

OPENING AN ACCOUNT – if you do not have a trading account with WISErg, please refer to the attached account application form and provide all information as requested. Failure to comply with these instructions may cause a delay in filling initial orders until we can formally set up and advise you of your specific trading account details.

QUOTATIONS – verbal quotations are not guaranteed for any length of time. It is important that we have a record of all formalized and outstanding price commitments for future reference. All written quotations remain valid for acceptance for thirty (30) working days from the date of issue (unless formally withdrawn in writing by WISErg). Any verbal quotations or communications that precede a formal written quotation process shall not be recognized and are superseded by the written quotation.

PRICING – purchase orders are accepted only in accordance with WISErg’s regular scheduled prices, and are subject to these Terms and Conditions of Sale. No customer-supplied terms and conditions attached to a purchase order shall be effective, unless expressly agreed by WISErg. The prices in the WISErg published price list are not guaranteed for any period of time and are subject to change without notice. We reserve the right to correct any errors made in this regard.

DELIVERY/SHIPMENT – unless otherwise indicated on your order/s, all deliveries will be processed on a FOB (free on board) basis. We will use commercially reasonable efforts to accommodate the delivery instructions you provide, working in coordination with WISErg’s logistics department. When deliveries are effected on an FOB basis and/or by common carrier, the buyer assumes all risk of loss or damage thereto resulting from any cause whatsoever, from the time the Products leave WISErg’s facility.

SCHEDULING SHIPMENT – delivery dates are approximate and cannot be guaranteed. In addition, WISErg shall not be held responsible for delays in delivery due to causes beyond its reasonable control, including but not limited to acts of God, acts of buyer, fires, strikes, flood, riot, war, equipment failure, delays in transportation, or the inability to obtain necessary labor, materials or components. In the event of any such delay the date of delivery shall be extended for a period equal to the time lost by reason of such delay. If delivery becomes impossible WISErg shall have the right to cancel the delivery order without penalty or further liability (other than a refund for any Products paid for but undelivered). Cancellation of any part of the order shall not affect WISErg’s right to obtain payment for any Products actually delivered hereunder.

PAYMENT TERMS – payment terms are as specified on your sales order. A one and a half percent (1.5%) per month late payment charge will be applied to all balances past due, accruing from the date of invoice.

PAYMENT DEFAULT – all checks will be received by WISErg and credited subject to final bank clearance. Checks returned for insufficient funds shall be charged a penalty of $150. Notwithstanding any other terms of payment specified, any amounts owing to WISErg shall become immediately due and payable if: i) you cease doing business, terminate your existence or enter into liquidation, ii) you become insolvent, iii) a receiver is appointed to hold or manage or operate your property, assets and/or business, iv) there is an assignment of your property or business for the benefit of creditors or, v) proceedings are instituted by or against you under any bankruptcy or insolvency law. Further, where permitted by law, WISErg reserves the right to retain title and a purchase money security interest in all Products delivered to your operations until such time as payment for said Products has been received in full by WISErg. WISErg shall be entitled to recover its attorney’s fees and costs in any collection action to enforce payment obligations.

CONSIGNMENT – all consignment agreements are governed under this agreement: http://www.wiserg.com/consignment

TAXES – liability for all taxes and import or export duties, imposed by any city, federal or other government authority, shall be assumed and paid by you, the buyer. You further agree to indemnify WISErg against any and all liabilities for such taxes or duties and legal fees or costs incurred by WISErg in connection therewith.

DUTY TO INSPECT PRODUCT UPON DELIVERY – we endeavor to deliver Products carefully checked and packed but errors do happen, both on our part and our customers. Therefore, we ask that careful examination be made as to QUALITY and QUANTITY of Products upon arrival of your order and before using any portion of the order. Claims for shortages, errors, contamination or non-conformance with Product specifications must be made via notification in writing within ten (10) days of receipt of Products, otherwise all Products shall be deemed accepted by you. You can notify us of any issues at orders@wiserg.com. We have the right to inspect the Product to confirm any claims of non-conformance with order specifications.

CLAIMS AND ADJUSTMENTS – if your delivery is unsatisfactory and not in conformance with the terms of your order or the Product specifications, and you have timely notified us of these issues, we will use commercially reasonable efforts to confirm the defects and, if confirmed, address and remedy the situation, either by replacing the defective Products or, where appropriate, issuing a credit applied to future Product purchases. However, no claims for Products that have been opened and subsequently mixed with non WISErg supplements will be accepted unless acknowledged by our laboratory technicians that said supplement/s were innocuous. In addition, claims resulting from your misuse of Products (in contravention of application instructions) or from the application of Products on faulty equipment or improperly operated equipment will not be honored. And claims based on the inter-relationship of additional soil/plant based supplements, weather and/or other conditions beyond WISErg’s reasonable control will not be honored. In no event will any claims for consequential damages be recognized, and your remedy in all cases will be limited to replacement of defective Products or a credit against future purchases.

PRODUCT SELECTION – the customer/user is solely responsible for selecting the appropriate
WISErg Product type that will best meet their requirements. WISErg will, when requested,
assist in the selection of the most appropriate grade and type of fertilizer for specific applications, however, in no event shall WISErg assume any liabilities due to problems resulting from customer’s Product selection or usage.

WARRANTY DISCLAIMER – except for the obligation to deliver Products that conform to the order specifications as described above, the Products, in all other respects ARE PROVIDED “AS-IS” WITHOUT WARRANTY OR REPRESENTATION EITHER EXPRESS OR IMPLIED AS TO (A) MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (B) THE DESIGN, CONDITION, QUALITY OF MATERIAL OR WORKMANSHIP IN THE PRODUCTS, OR (C) ANY OTHER MATTER WHATSOEVER, IT BEING AGREED THAT ALL SUCH RISKS, AS BETWEEN WISERG AND CUSTOMER, ARE TO BE BORNE BY CUSTOMER.

LIMITATION OF LIABILITY – WISErg’s liability for any claim of any kind, including negligence, for any loss or damage arising out of, connected with, or resulting from this agreement, or from the performance or breach thereof, or from the sale, delivery, resale or use of any Products covered by or furnished under this agreement, shall in no case exceed the price of the Products or part thereof which gives rise to the claim. IN NO EVENT SHALL WISErg BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR DAMAGES IN THE NATURE OF PENALTIES. Any action for breach of this agreement by WISErg must be commenced by you within one year after the buyer’s cause of action has accrued.

INDEMNIFICATION – you, the buyer, agree to indemnify and hold harmless WISErg and its officers, directors, shareholders and affiliates, from any and all claims or liabilities asserted against WISErg in connection with your use, application, sale, or resale of any Products covered by or furnished under this agreement arising in whole or in part out of or by reason of the failure of you, your agents, employees or customers to follow instructions, warnings or recommendations furnished by WISErg in connection with such Products, or by reason of the negligence of you, your agents, employees or customers.

ENTIRE AGREEMENT – these Terms and Conditions of Sale constitutes the entire agreement related to the sale and purchase of the Products. No modifications of these Terms and Conditions of Sale shall be binding upon WISErg unless in writing and signed by a representative of WISErg, and no modification shall be effected by our acknowledgement or acceptance of your purchase order forms containing a different provision. Trade usage shall be neither applicable nor relevant to this agreement, nor be used in any manner whatsoever to explain, qualify, or supplement any of the provisions hereof.