Terms

MONROVIA NURSERY COMPANY
TERMS AND CONDITIONS FOR PURCHASE ORDERS

This Purchase Order (hereafter “Purchase Order” or “PO”) from Monrovia Nursery Company (“MONROVIA”) to Seller (including any of Seller’s affiliates, successors, subsidiaries and assigns), is subject to the following terms and conditions:
1. TERMS. The Seller shall ensure the goods and/or services (“Goods”) provided shall: (a) correspond with the quantity, type, sort, quality and description defined in the PO; (b) meet the performance standards, specifications, and delivery schedule specified on the PO.
2. PRICING, PAYMENTS, AND OFFSET. Prices for Goods shall be the prices established in the PO, including, but not limited to, packaging costs, insurance fees, and shipment of Goods. No extra charges, if any, will be incurred unless agreed upon in writing by MONROVIA. The terms and price for Goods ordered hereby shall be the better of: (i) the terms and prices stated on the accompanying PO or (ii) the same terms and prices offered by Seller to its most favored customers at the time of shipment of Goods of the same kind and quality taking into account quantity discounts. Price is inclusive of applicable taxes, freight, all packaging and handling, transportation, and insurance unless explicitly indicated on the face of this PO or agreed to in writing by MONROVIA.
3. NOTICES: Any communication required to be given under or in connection with the PO shall be in writing and may be delivered to either party via prepaid, first-class mail or via email at such email address as the other party may provide.
4. Controlling Provisions. Buyer agrees ALL Purchase Orders shall be subject to these Monrovia Terms and Conditions for Purchase Orders. The terms and conditions contained herein shall supersede any provisions, terms and conditions contained on any confirmation order, invoice any other writing the Seller may give, and the rights of the parties shall be governed by the provisions, terms and conditions hereof. No terms and conditions contained herein may be modified, changed or amended, or any provision waived by MONROVIA, unless in writing duly signed by an authorized officer of MONROVIA.
5. CANCELLATON. MONROVIA hereby reserves the right to reschedule any delivery or cancel any PO issued at any time prior to Seller’s shipment or supply of the Goods. MONROVIA shall not be subject to any charges or other fees as a result of such cancellation. The PO constitutes the entire agreement and understanding between MONROVIA and Seller and supersedes all prior agreements and understandings, whether written or oral, regarding the subject matter of the PO.
6. WARRANTIES. By furnishing Goods, Seller warrants that the Goods will be free from defects in materials and workmanship and safe to use, consume or dispose of, be merchantable and in full conformity with MONROVIA’S specifications, and will be fit for the ordinary purposes for which such Goods are used; will be adequately contained, packaged, and labeled; will conform to the terms of the PO, and will be fit for MONROVIA’s intended use provided the Seller has reason to know of such use; and that Seller will convey good title to the Goods, free and clear of all liens, claims, and encumbrances. These warranties shall survive acceptance of the Goods and are in addition to any warranties of additional scope given to MONROVIA by Seller. No implied warranties by Seller are excluded or disclaimed.
7. INSPECTION. All Goods furnished under the PO will be subject to MONRVIA’S final inspection and approval at MONROVIA’S premises within a reasonable time after delivery, irrespective of payment date. MONROVIA may reject Goods not in accordance with the PO terms or Seller’s warranties (expressed or implied). MONROVIA may return rejected Goods to Seller at Seller’s expense and MONROVIA shall have no further obligation for such Goods. Payment for, physical possession by MONROVIA of, or acknowledgement of receipt of, any Goods shall not be deemed acceptance, and in no event shall MONROVIA incur any liability for payment for rejected Goods. MONROVIA shall have a reasonable time (not less than thirty (30) calendar days) to submit claims of weight, quantity, loss or damage delivered goods. MONROVIA will calculate damages on claims and may deduct the amount from Seller’s invoice. If invoice was previously paid, Seller will promptly reimburse the amount of damages to MONROVIA. Seller shall assume responsibility for and will pay any and all loss, cost, damage, or expense, including attorney’s fees and cost of replacement incurred by MONROVIA, attributed to MONROVIA’s rejection of Goods due to any non-conformity of the Goods, packaging, delivery, or any other defect.
8. FORCE MAJEURE. Failure of MONROVIA to take shipments of goods or receive services hereunder, if occasioned by fire, explosion, flood, war, accident, business interruption of or delay in transportation, labor disruption, health epidemic, governmental orders, regulations or warnings, or any other circumstances of like or different character beyond MONROVIA’s reasonable control, or if occasioned by partial or complete suspension of operations at any of MONROVIA’s offices or other business locations, shall not subject MONROVIA to any liability to Seller by reason thereof, but, at MONROVIA’s option, the total quantity covered by this PO may be reduced by the extent of omitted shipments or services, or the specified delivery period may be extended by a time agreed to in writing by MONROVIA and such shipments shall then be made or services performed during the period of extension.
9. DELAY. Time is of the essence in the performance of this PO. Seller will promptly advise MONROVIA of any delay in performance, including notice with regard to any goods placed under backorder.  Seller’s performance is not deemed completed until the goods or services have been accepted by MONROVIA.
10. NON-DISCRINIMATON. To the extent applicable, 41 CFR §60-1.4(a), §60-300.5(a) and §60.741.5(a) are incorporated by reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.
LABOR NOTIFICATION. To the extent applicable, the requirements of the notification of Employee Rights Under Federal Labor Laws, Final Rule, 29 CFR Part 471, Appendix A to Subpart A, are incorporated by reference.
11. UCC and OTHER LAW. This PO shall be governed by and interpreted in accordance with the laws of the State of California, excluding its conflict of law rules. All terms used in this PO, which are defined in the Uniform Commercial Code as adopted in the State of California, shall have the same meaning herein as such Code. Seller irrevocably consents to the exclusive jurisdiction and venue of any court within Los Angeles County, California, in connection with any matter based upon or arising out of this Purchase Order or the matters contemplated herein, and agrees that process may be served upon them in any manner authorized by the laws of the State of California.