1. Applicability.

(a) These terms and conditions of sale (these “Terms”) are the only terms that govern the sale of the goods (“Goods”) and services (“Services”) by Meadow Lab Inc. (“Seller”) to the buyer named in Seller’s written quote (“Buyer” or “you”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.

(b) The accompanying written quote once accepted (as evidenced by signature or payment of the deposit, the “Accepted Quote”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. All orders shall be deemed to be an offer by Buyer to purchase Goods and Services pursuant to these Terms. The Agreement comes into existence once we issue an Accepted Quote to Buyer. For the avoidance of doubt, the issuance of a quotation or pro forma invoice in the absence of an Accepted Quote shall not constitute our acceptance of your Order. A quotation for the Goods shall not constitute an offer to sell those Goods. A quotation shall only be valid for a period of 15 days from its date of issue unless another expiration date is stated on the quotation. Any errors in an Accepted Quote must be brought to Seller’s attention within three days of the date of the Accepted Quote. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.

(c) Notwithstanding anything to the contrary contained in this Agreement, Seller may, from time to time change the Services without the consent of Buyer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Accepted Quote.

(d) Any samples, drawings, photos descriptive matter or advertising produced by us and any descriptions or illustrations contained in our catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Goods referred to in them. They shall not form part of the Agreement nor have any contractual force. In particular, the Goods are subject to natural variations which may cause them to deviate in visual appearance from their illustrative photographs on our website.

(e) IF THE GOODS OR SERVICES INCLUDE CUSTOM-GROWN SOD, TURF, OR OTHER LIVING PLANT MATERIALS, THE PARTIES ACKNOWLEDGE THAT SUCH GOODS ARE SUBJECT TO NATURAL VARIATION AND SEASONALITY, AND THAT THE SPECIFICATIONS, DELIVERY DATES, AND AVAILABILITY MAY BE AFFECTED BY WEATHER, GROWING CONDITIONS, AND OTHER FACTORS OUTSIDE SELLER'S CONTROL.

2. Delivery of Goods and Performance of Services.

(a) The Goods will be delivered within a reasonable time of the delivery date estimated in the Accepted Quote (the “Delivery Date”). Seller will specify your confirmed Delivery Date in your final invoice, sent approximately 14 days before the Delivery Date. Seller shall not be liable for any delays, loss, or damage in transit. Seller shall use reasonable efforts to meet any performance dates to render the Services specified in the Accepted Quote, and any such dates shall be estimates only. Seller reserves the right to change the Delivery Date at any time before Buyer pays the final invoice.

(b) Unless otherwise agreed in writing by the parties in the Accepted Quote, Seller shall deliver the Goods to Seller’s growing site (the “Delivery Point”) using Seller’s standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods within one day of Seller’s written notice that the Goods have been delivered to the Delivery Point.

(c) With respect to the Services, Buyer shall (i) cooperate with Seller in all matters relating to the Services and provide such access to Buyer’s and other facilities as may reasonably be requested by Seller, for the purposes of performing the Services; (ii) respond promptly to any Seller request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Seller to perform Services in accordance with the requirements of this Agreement; (iii) provide such customer materials or information as Seller may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects; and (iv) obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

(d) If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller’s notice that the Goods have been delivered at the Delivery Point, or if Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage, and insurance).

(e) IF THE GOODS CONSIST OF SOD, TURF, OR OTHER LIVING PLANT MATERIALS, AND BUYER DELAYS ACCEPTANCE OR DELIVERY FOR ANY REASON OTHER THAN FAILURE TO MEET THE AGREED SPECIFICATION, SELLER RESERVES THE RIGHT TO CHARGE STORAGE AND MAINTENANCE FEES, INCLUDING COSTS OF RELAYING, WATERING, RE-LIFTING, AND FEES FOR REPEAT DELIVERY. FEES SHALL ACCRUE AT SELLER’S STANDARD RATES, OR AS OTHERWISE SPECIFIED IN THE ACCEPTED QUOTE. IF DELIVERY IS DELAYED BEYOND SIX (6) MONTHS FROM THE ORIGINAL AGREED DELIVERY DATE, SELLER MAY, AT ITS OPTION, DISPOSE OF OR RESELL THE GOODS, AND BUYER SHALL REMAIN LIABLE FOR ALL UNPAID AMOUNTS, INCLUDING STORAGE, MAINTENANCE AND DISPOSAL COSTS.

(f) IF THE GOODS ARE TO BE CUSTOMIZED, CUSTOM-GROWN OR RESERVED FOR BUYER, SELLER WILL IDENTIFY THE AREAS WHERE THE SOD OR PLANT MATERIALS ARE TO BE GROWN AND, UPON REASONABLE REQUEST, PROVIDE PERIODIC UPDATES, PHOTOGRAPHS, AND ALLOW INSPECTIONS BY BUYER ON APPOINTMENT.

3. Quantity.

If Seller delivers to Buyer a quantity of Goods of up to five percent more or less than the quantity set forth in the Accepted Quote, Buyer shall not be entitled to object to or reject the Goods or any portion of them by reason of the surplus or shortfall and shall pay for such Goods the price set forth in the Accepted Quote adjusted pro rata.

4. Shipping.

Delivery of the Goods shall be made FOB Delivery Point. If indicated in the Accepted Quote, Seller will arrange for shipment of the Goods on behalf of Buyer.

5. Title and Risk of Loss.

Title and risk of loss pass to Buyer upon delivery of the Goods at the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the New Jersey Uniform Commercial Code.

6. Buyer’s Acts or Omissions.

If Seller’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

7. Inspection and Rejection of Nonconforming Goods.

(a) Buyer shall inspect the Goods before 5pm ET on the day following delivery (“Inspection Period”). Buyer will be deemed to have accepted the Goods at 5pm ET on the day following delivery unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Buyer’s purchase order; or (ii) product’s label or packaging incorrectly identifies its contents.

(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s facility located at 26815 Mt Pleasant Rd., Columbus, NJ 08022. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point. Buyer may not reject the Goods after acceptance, whether deemed or express.

(c) Buyer acknowledges and agrees that the remedies set forth in Section 7(b) are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 7(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.

8. Price.

(a) Buyer shall purchase the Goods and Services from Seller at the prices (the “Prices”) set forth in the Accepted Quote. If the Goods or Services are customized, custom-grown, or reserved for Buyer, any changes to delivery schedules, specifications or other requirements by Buyer may result in additional charges (for example re-laying, watering and re-lifting costs).

(b) All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer. Seller will indicate the amount of sales tax, if any, on the final invoice and collect such tax from Buyer. Buyer shall be responsible for all taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personal or real property, or other assets.

9. Cancellation.

(a) Custom Products. An Accepted Quote for customized, custom-grown, or reserved products may not be terminated unless the Accepted Quote expressly states that it may be terminated. If the Goods are customized, custom-grown, or reserved for Buyer, Seller reserves the right to charge Buyer for any Goods that cannot be readily resold.

(b) Standard Products. An Accepted Quote for standard products may be terminated until Seller sends a final invoice; provided however, in no event may an Accepted Quote be terminated less than fourteen full (14) days before the Delivery Date (the “Cancellation Deadline”). The following terms apply to cancellation of standard products:

(i) Buyer must give Seller notice to cancel over the phone to Seller's sales team at (845) 202-9860.

(ii) Buyer must confirm cancellation by email to sales@meadowlab.com.

(iii) The notice must clearly specify whether the entire Accepted Quote or only part(s) of the Accepted Quote are to be cancelled.

(iv) If notice to cancel is received before the Cancellation Deadline, the deposit will be refunded and there is no cancellation fee. An Accepted Quote for standard products may not be cancelled after the Cancellation Deadline.

10. Payment Terms.

(a) The amount of the deposit and any one-time fees will be stated in Seller’s quote. The deposit and upfront fees are due upon your acceptance of the quote. The deposit is non-refundable except as expressly provided herein or in the Accepted Quote. The deposit will be credited against the final invoice.

(b) Seller shall issue a final invoice approximately fourteen (14) days before the Delivery Date. Full payment of the final invoice is due upon invoice (and must be paid prior to delivery). Buyer shall make all payments hereunder by wire transfer or other electronic method accepted by Seller and in US dollars. Seller reserves the right to change the Delivery Date at any time before Buyer pays the final invoice.

(c) Any credit terms offered by Seller are entirely at Seller’s discretion. Seller reserves the right to undertake credit checks on Buyer before agreeing credit terms. Seller may withdraw credit terms at any time on notice to Buyer without incurring any liability.

(d) Buyer shall pay interest on all late payments at the lesser of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods or performance of any Services if Buyer fails to pay any amounts when due hereunder.

(e) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off, counterclaim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.

11. Limited Warranty.

(a) Seller warrants to Buyer that upon delivery such Goods will be free from material defects in material and workmanship. Seller warrants to Buyer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services. Due to the nature of living materials, no warranty is given as to the performance, survival, or suitability of the Goods after delivery.

(b) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 11(a), SELLER MAKES NO WARRANTIES WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

(c) The Seller shall not be liable for a breach of the warranties set forth in Section 11(a) unless: (i) Buyer gives written notice of the defective or non-conforming Goods or Services, as the case may be, reasonably described, to Seller before acceptance; (ii) if applicable, Seller is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 11(a) 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 or Services are defective or non-conforming.

(d) The Seller shall not be liable for a breach of the warranty set forth in Section 11(a) 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; or (iii) Buyer alters or repairs such Goods without the prior written consent of Seller.

(e) Subject to this Section 11, with respect to any such Goods, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller’s expense, return such Goods to Seller. With respect to any Services subject to a claim under the warranty set forth in this Section 11, Seller shall, in its sole discretion, (i) repair or re-perform the applicable Services or (ii) credit or refund the price of such Services at the pro rata contract rate.

(f) THE REMEDIES SET FORTH IN SECTION 11 ARE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 11.

12. Limitation of Liability.

(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, 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 GOODS AND SERVICES SOLD HEREUNDER.

(c) The limitation of liability set forth in Section 12(b) shall not apply to (i) liability resulting from Seller’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from Seller’s acts or omissions.

13. Compliance with Law.

Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

14. Termination.

In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement and such failure continues for fourteen days after Buyer’s receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. On termination of the Agreement, Buyer shall immediately pay all outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, Seller shall submit an invoice, which shall be payable by Buyer immediately on receipt

15. Waiver.

No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

16. Confidential Information.

All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

17. Force Majeure.  

No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 15 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 30 days following written notice given by it under this Section 17, either party may thereafter terminate this Agreement upon written notice.

18. Assignment.

Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section by Buyer is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

19. Relationship of the Parties.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

20. No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

21. Governing Law.

All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware. The United Nations Convention on Contracts for the International Sale of Goods (“CISG”) shall not apply to this Agreement or to any transactions contemplated hereby. The parties expressly disclaim the application of the CISG to the interpretation, performance, or enforcement of this Agreement.

22. Submission to Jurisdiction.

Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of New Jersey in each case located in the County of Burlington, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

23. Notices.

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Accepted Quote or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

24. Severability.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

25. Survival.

Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Confidential Information, Governing Law, Submission to Jurisdiction and Survival.

26. Amendment and Modification.

These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party. An Accepted Quote, including Delivery Dates, may only be modified by a writing specifically stating the changes signed by an authorized representative of each party.

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