Terms and Conditions for the Sale of Goods and Services

Terms and Conditions for the Sale of Goods and Services

  1. Importance and Applicability. This document contains very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you. Please read it carefully. 
  2. These terms require the use of arbitration on an individual basis to resolve disputes rather than jury trials or class action lawsuits. 
  3. By purchasing our products or services, or by placing an order for products or services from our website or otherwise, you affirm that you are of legal age to enter into this agreement, and you accept and are bound by these terms and conditions. You may not order or obtain products or services if you: (a) do not agree to these terms, (b) are not of legal age to form a binding contract with us in the jurisdiction in which you reside, or (c) are prohibited by applicable law from accessing or using this website or any of this website’s contents, goods, or services.

These terms and conditions (these “Terms”) apply to the purchase and sale of products and services by you (“Buyer”) from Woerner Companies, LLC (referred to as “Seller”, “us“, “we”, or “our” as the context may require), through Soilkit.com (the “Site”) or otherwise. We may change these Terms without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to purchasing any product or services from us. Your purchase of our products or services and/or your continued use of the Site after the “Last Updated Date” will constitute your acceptance of and agreement to such changes.

These Terms are an integral part of the Website Terms of Use that apply generally to the use of our Site. You should also carefully review our Privacy Policy, available at http://www.soilkit.com/privacy, before placing an order for products or services through the Site.

  1. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Terms, all products and services listed in your order. All orders must be accepted by us or we will not be obligated to sell the products or services to you. We may choose not to accept orders at our sole discretion, even after we send you a confirmation email with your order number and details of the items you have ordered.
  2. Prices and Payment Terms.
  1. All prices, discounts, and promotions posted on the Site are subject to change without notice. The price charged for a product or service will be the price in effect at the time the order is placed and will be set out in your order confirmation email.. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total, and will be itemized in your shopping cart and in your order confirmation email. We strive to display accurate price information, however we may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. We reserve the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.
  2. We may offer from time to time promotions on the Site that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.  
  1. Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of an order. We accept payments through Stripe for all purchases. You represent and warrant that (i) the payment information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such payment method for the purchase, (iii) charges incurred by you will be honored by your financial institution or credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order.
  1. Shipments; Delivery; Title and Risk of Loss.
  1. We will arrange for shipment to you of products ordered through the Site. Please check the individual product page for specific delivery options. You will pay all shipping and handling charges specified during the ordering process. Shipping and handling charges are reimbursement for the costs we incur in the processing, handling, packing, shipping, and delivery of your order.
  2. Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. Seller is not liable for any losses, costs, damages, charges, or expenses incurred by Buyer or any other person arising directly or indirectly from a failure to deliver on any particular date, nor will any delay entitle Buyer to terminate or rescind its purchase unless such delay exceeds sixty (60) days.
  1. Returns and Refunds. Except for any products designated on the Site as final sale or non-returnable, we will accept a return of products ordered from the Site for a refund of your purchase price, less the original shipping and handling costs, provided such return is made within thirty (30) days of shipment with valid proof of purchase and provided such products are returned in their original condition. To return such products, you must email our Returns Department at returns@soilkit.com to obtain a Return Merchandise Authorization (“RMA”) number before shipping your product. No returns will be accepted without an RMA number.

You are responsible for all shipping and handling charges on returned items. You bear the risk of loss during shipment. Refunds are processed within approximately three (3) business days of our receipt of your merchandise. Your refund will be credited back to the same payment method used to make the original purchase on the Site.

  1. Warranty and Disclaimers. This limited warranty gives you specific legal rights and you may also have other rights, which vary from state to state.        

Subject to the disclaimers contained in this section, Seller warrants to Buyer that for a period of six (6) months from your purchase (the “Warranty Period”) of our goods (the “Goods”), that such Goods will be fit for the ordinary purposes for which such Goods are used and will be free from material defects in material and workmanship. Seller also warrants that during the Warranty Period the services purchased from us will be performed in accordance with generally recognized industry standards for similar services.

EXCEPT FOR THE EXPRESS WARRANTIES MADE HEREIN SELLER MAKES NO OTHER WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES PURCHASED FROM THE SITE OR ELSEWHERE, INCLUDING ANY (a) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (b) WARRANTY OF MECHANTABILITY; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

You acknowledge that Seller has limited information regarding your specific circumstances and that Seller cannot ensure the efficacy of any product or use suggestions made by Seller. The decision to purchase and/or use any of our products is yours and yours alone. SELLER MAKES NO WARRANTY WHATSOVER THAT ANY PRODUCTS SUGGESTED WILL ACHIEVE A DESIRED RESULT OR WILL BE FIT FOR YOUR APPLICATION AND USE FOR YOUR PARTICULAR PURPOSES.

Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, our products sold on the Site or elsewhere. Third Party Products are not covered by these warranties. For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD PARTY PRODUCT. ALL THIRD PARTY PRODUCTS OFFERED ON THE SITE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY WHATSOEVER, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES ARISING OUT OF A THIRD PARTY’S FAILURE TO HONOR ITS WARRANTY OBLIGATIONS TO YOU.    

SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

The Seller shall not be liable for a breach of the limited warranty unless: (i) Buyer gives written notice of the defect, reasonably described, to Seller within thirty (30) days of the time when Buyer discovers or ought to have discovered the defect; (ii) Seller is given a reasonable opportunity to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller’s place of business at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer’s claim that the Goods are defective.

The Seller shall not be liable for a breach of the limited warranty if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods.

BUYER’S SOLE REMEDY AND SELLER’S SOLE OBLIGATION AND LIABILITY WITH RESPECT TO BREACH OF THE LIMITED WARRANTY IS LIMITED, AT SELLER’S OPTION, TO REPAIR, REPLACEMENT, OR REFUND OF THE PRICE PAID FOR THE DEFECTIVE GOODS OR TO REPAIR, RE-PERFORM, OR REFUND THE PRICE PAID FOR THE DEFECTIVE SERVICES.”

  1. LIMITATION OF LIABILITY. IN NO EVENT SHALL SELLER, ITS AFFILIATES OR THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, MEMBERS, MANAGERS, AGENTS, OR REPRESENATIVES BE LIABLE TO YOU OR ANY THIRD PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
  2. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE GOODS OR SERVICES PROVIDED, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE APPLICABLE GOODS OR SERVICES GIVING RISE TO SUCH CLAIM.  THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF BUYER’S REMEDIES UNDER THESE TERMS FAIL OF THEIR ESSENTIAL PURPOSE. BUYER ACKNOWLEDGES AND AGREES THAT SELLER OFFERED GOODS AND SERVICES BASED ON THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION, WHICH REFLECT A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
  3. Goods Not for Resale or Export. You represent and warrant that you are buying our products or services for your own personal or household use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the United States.
  4. Privacy. Our Privacy Policy, available at http://www.soilkit.com/privacy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.
  5. Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
  6. Governing Law and Jurisdiction. The Site is operated from the United States. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Alabama without giving effect to any choice or conflict of law provision or rule (whether of the State of Alabama or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Alabama.
  7. Dispute Resolution and Binding Arbitration.
  1. YOU AND SELLER ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE, AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF OUR PRODUCTS OR SERVICESE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

  1. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this section.

The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

  1.  You agree to an arbitration on an individual basis. In any dispute, NEITHER YOU NOR SELLER WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person‘s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

  1. Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent, which we may withhold in our sole and absolute discretion. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
  2. No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Seller.
  3. No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
  4. Notices.
  1. To You. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide, or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.
  2. To Us. To give us notice under these Terms, you must contact us by personal delivery, overnight courier, or registered or certified mail to the address listed on the Site or to Woerner Companies, LLC, 110 East Azalea Avenue, Foley, AL, 36535. We may update the address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
  1. Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
  2. Entire Agreement. These Terms, our Website Terms of Use, and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.

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