Customer Terms and Conditions of Sale
Please read the following important terms and conditions before placing an order for Goods with Hartley Botanic, Inc.
1 Introduction
1.1 We are Hartley Botanic, Inc., a Massachusetts corporation. If you buy Goods from us, you agree to be legally bound by this Contract. The order you place with us constitutes an offer to purchase Goods in accordance with this Contract. Our respective legal rights and responsibilities are set forth in this Contract. ‘We’, ‘us’, ‘our’ or ‘ourselves’ means Hartley Botanic, Inc. (also referred to as “Hartley Botanic” or “Hartley); and ‘You’, ‘your’ or ‘yourself’ means the person buying Goods from us (also referred to as the “Customer”). If you don’t understand any of this Contract and want to talk to us about it, please contact us by email at [email protected] (we respond to emails Monday to Friday); and by telephone on 781-933-1993 (we answer calls Monday to Friday). Alternatively, please reach out directly to your Hartley Botanic sales representative or call us on the number listed on your proposal.
1.2 This Contract is available only in the English language; which is the language that will be controlling this Contract in all respects. Any translation into other languages will be for guidance purposes only and will be of no force or effect in the interpretation of the Contract or in a determination of the intent of you and us.
1.3 We may, from time to time, update these terms and conditions. However, the version made available to you when you place your order with us will govern the Contract between you and us (see paragraph 2 below). Notwithstanding the foregoing, our updated terms and conditions will apply to all future orders.
1.4 We will use the personal information that you provide to us only in accordance with our Privacy Policy (available at the following link: https://hartley-botanic.com/privacy-policy/).
2 Ordering Goods from us
2.1 When placing an order with us you must agree to the proposal that we send to you. Please read and check your proposal carefully before placing your order with us. You are responsible for ensuring that all of the terms of the proposal (including, but not limited to the following) are correct:
2.1.1 order details,
2.1.2 measurements including those of the structure,
2.1.3 color,
2.1.4 door furniture choice,
2.1.5 accessories, and
2.1.6 any other elements that have been specified by you.
2.2 Upon placing your order with us, we will confirm we have received it by contacting you by email or in writing if written confirmation is requested (the “Proposal”). For clarity, a Proposal does not mean that your order has been accepted.
2.3 Your placement of an order does not necessarily ensure that we will accept your order. We reserve the right, at our sole discretion, to refuse or cancel any order for any reason. Examples of where we must cancel an order are as follows; provided, however, this list is exemplary and not exhaustive:
2.3.1 the Goods are unavailable;
2.3.2 we cannot confirm your payment;
2.3.3 we cannot deliver the Goods to the location you have requested;
2.3.4 you are not allowed to buy the Goods from us;
2.3.5 we are not allowed to sell the Goods to you; or
2.3.6 the Goods have been mispriced or misdescribed.
2.4 We will only accept your order once we have received (a) your signed and submitted acceptance of the Proposal, and (b) you have made payment of the initial deposit of 50% of the total price of the order (the “Deposit”). Following our acceptance of an order, we will email or if requested write to you to confirm this (the “Confirmation of Order”). For the avoidance of doubt, by formally accepting the Proposal, placing the order and paying the Deposit, you acknowledge that you have read, understand, and agree to be bound by all of the terms and conditions contained within this Contract.
2.5 If you are under the age of 18 you are not permitted to buy Goods from us.
2.6 If you cancel an order:
2.6.1 prior to our commencing production of the Goods detailed in your Confirmation of Order, we will retain the greater of: (i) $10,000, or (ii) 5% of the total order value; or in a specific case, where you have confirmed and acknowledged in writing, at the time of placing your order that you need to secure a special permit or zoning variance, we shall in either case retain only: (i) $10,000 or (ii) 5% of the total order value, whichever is the lesser amount.
2.6.2 if we have commenced production of the Goods at the time of cancellation, we will retain the entire Deposit.
2.6.3 if Customer is a consumer, you may have certain rights under your state’s law as to cancellation.
GA Drawings
2.7 Further to paragraph 2.4, once we receive your Deposit, we will produce for you our general arrangement drawings (the “GA Drawings”) for the Goods you are purchasing from us. This includes details and instructions you will need for your contractor to build your base, foundations and base wall and/or to apply for relevant permitting/planning permission. Customer acknowledges and agrees that the GA Drawings are intended to identify the dimensions, configuration and general requirements applicable to the Goods and to assist Customer and Customer’s contractors in preparing the Site. Unless expressly stated otherwise in the Proposal, the GA Drawings do not constitute architectural, structural, civil or engineering plans for Customer’s Site, foundation, slab, base wall, drainage, utilities or other improvements to the Site, and Hartley shall have no responsibility for the design, engineering, structural adequacy or code compliance of any such work. Customer shall carefully review the GA Drawings and shall promptly notify Hartley of any errors or requested modifications. Customer’s written approval of the GA Drawings shall constitute Customer’s confirmation that the dimensions, configuration, orientation, door locations, accessories, colors and other matters depicted therein are correct. Hartley shall not be responsible for errors or omissions resulting from inaccurate dimensions, information or specifications supplied or approved by Customer or Customer’s architect, contractor, engineer or other representative. Customer is solely responsible for obtaining all zoning, building, historic, environmental, homeowners’ association and other governmental or private approvals required for the Goods or their installation. Hartley does not represent or warrant that any permit, variance or approval will be obtained.
2.8 Following Customer’s approval of the GA Drawings, no modification to the Goods, specifications, Site conditions or scope of work shall be effective unless consented to by Hartley in writing in its sole discretion. Customer shall be responsible for all additional design, engineering, manufacturing, material, freight, labor, storage, mobilization and other costs arising from any Customer-requested change, together with any resulting extension of the manufacturing, delivery or installation schedule.
3 Prices and payment
3.1 Unless otherwise stated on the order, all prices are exclusive of sales tax (as applicable), duties, tariffs and other governmental fees, taxes and delivery and installation charges.
3.2 Prices for our products may change from time to time but such changes will not affect your order that we have confirmed to you in our Confirmation of Order unless:
3.2.1 your greenhouse/glasshouse has not been installed and fully paid for within twelve (12) months from the date of the Confirmation of Order, not caused by our negligent acts. In such case, we will be entitled at our discretion to amend your order and issue a new price (and paragraph 2.7 will apply); and/or
3.2.2 we need to make changes to the price that relate to events that are beyond our reasonable control including price changes required due to governmental tariffs and surcharges, import taxes, duties, tariffs and the like (collectively “Taxes”).
3.3 We accept payment from most major credit cards, debit cards, by checks and bank transfers. We do not accept cash.
3.4 You represent and warrant, that if you are making online payments that (i) any credit card, debit card and bank account information you supply is true, correct and complete, (ii) charges incurred by you will be honored by your credit/debit card company or bank, (iii) you will pay the charges incurred by you in the amounts posted, including any applicable Taxes, and (iv) you are the person in whose name the card was issued and you are authorized to complete transactions with the relevant credit or debit card and credit or debit card information. If we are unable to secure funds from the payment method you provide for any reason, including insufficient funds in the payment method or insufficient or inaccurate information provided by you when submitting electronic payment, we may undertake further collection action against you, to the extent permitted by law. You acknowledge and agree that you will not dispute the charges from us with the payment method company, provided the transactions correspond to the terms contained in this Contract.
3.5 You must make all payments to us as and when due with “Good Funds.”
3.6 The price of the Goods is in US ($) Dollars.
3.7 In accordance with the Proposal, we will require payments in accordance with the following schedule:
| Times for Payment | Percentage of Total Order Value to be Paid |
|---|---|
| 1. When order is placed | 50% |
| 2. A minimum of 14 days prior to your order shipping to the United States | 45% |
| 3. Day of effective completion | 5% |
We reserve the right to charge you interest on any unpaid balance not paid as and when due at the lesser of (i) 14% per annum or (ii) the highest lawful rate allowed in the state where the Goods will be installed. For purposes of this Contract, “Effective Completion” shall occur when the Goods have been substantially installed and are capable of being used for their intended ordinary purpose, notwithstanding the existence of minor punch-list items, such as, adjustments, cosmetic items or corrective work that do not materially impair Customer’s ability to use the Goods. The existence of such items shall not delay Effective Completion or Customer’s obligation to pay the final installment of the purchase price.
4 Receipt, delivery and title
4.1 The estimated date and location for delivery of the Goods is stated in the Confirmation of Order (see paragraph 2.4). If something happens which affects the estimated date of delivery, we will contact you as soon as possible to let you have a revised estimated date for delivery of the Goods. We accept no liability from you or any third party in the event we are required to propose a new delivery date.
4.2 Additional delivery charges will apply for deliveries to more remote locations (e.g. outside of continental US and Canada) and/or deliveries with specific delivery timing or requirements (including, but not limited to, access restrictions, or the need for specialized equipment or vehicles including tail lift offload, forklift and on-road load handling equipment or non-standard delivery vehicles), all of which shall be agreed with you prior to delivery.
4.3 If no one is available at your address to take delivery of the Goods, we will contact you via the contact details you have provided to us informing you of how to rearrange delivery. Failed deliveries without prior notice will incur additional delivery charges.
4.4 You are responsible for the Goods when delivery has taken place and title passes to you and you own the Goods once we have received payment in full, including all applicable Taxes, delivery and installation charges.
4.5 We reserve the right to deliver your Goods in installments. If your Goods are delivered in this way, we will contact you prior to delivery to advise and discuss arrangements in connection with this option.
4.6 Any dates quoted for delivery are approximate only. We will make reasonable effort to deliver Goods ordered on the agreed date but we will not be liable for any delay in delivery of Goods that is caused by (i) an event outside our reasonable control or (ii) your failure to provide us with adequate delivery instructions and a suitable location for delivery.
4.7 If you have requested that your Goods need not be signed for, you must provide written instructions as to where to leave them at the location. We accept no responsibility for any Goods after leaving them as instructed by you.
4.8 Hartley shall not be liable for any delay, failure or interruption in manufacture, shipment, delivery, installation or other performance caused by circumstances beyond Hartley’s reasonable control, including acts of God, fire, flood, severe weather, hurricanes, earthquakes, epidemics, pandemics, war, terrorism, civil unrest, strikes, labor disputes or shortages, material or component shortages, supplier delays or failures, transportation interruptions, port congestion or closures, shipping container shortages, customs delays, embargoes, governmental actions, changes in law, tariffs, duties, import restrictions, utility interruptions or any similar event beyond Hartley’s reasonable control. Hartley’s time for performance shall be extended for such period as Hartley reasonably determines is necessary as a result of the applicable event, and Hartley shall not be liable for any loss, cost or expense resulting from such delay.
5 Land, erection and installation
5.1 Unless expressly stated to the contrary, all installation or erection of your Goods need to be on a level and square base that is appropriately prepared by Customer or its contractor (the “Site”) and aligned to the supplied GA Drawings. The Site must be (but not limited to):
5.1.1 free of obstruction; free of any overhanging trees or electrical or other wires; free of any overhanging roof lines and have ample working space of a minimum 2-meter/6.5ft clearance.
5.1.2 Customer is solely responsible for the adequacy, structural integrity, dimensions, elevations, drainage, grading, construction, condition and suitability of the Site and all foundations, bases, slabs, base walls, masonry, utilities and other work not expressly included within Hartley’s scope of work under the Proposal. Any inspection, review, measurement, observation or other activity undertaken by Hartley shall not constitute Hartley’s approval, certification, warranty or acceptance of the design, construction, structural integrity, suitability or code compliance of the Site or any work performed by Customer or any third party.
5.1.3 Hartley shall have no liability or responsibility for concealed, latent, subsurface or unknown conditions at the Site, including unsuitable or unstable soils, groundwater, underground utilities, undocumented structures, buried materials, subsurface obstructions, hazardous or contaminated materials or other conditions not created by Hartley. Any additional work, delay, mobilization, remobilization, material, equipment, travel or other cost or expense resulting from any such condition shall be the responsibility of Customer and shall constitute an additional charge under this Contract.
5.2 We will not take down or provide services, disassemble, move or remove any existing buildings, foundation, structures or objects that are on the prepared base or within the surrounding area.
5.3 We will not dispose of or disassemble, move or remove any existing buildings, structures, foundation, or objects that may or do impede the installation on the Site. Please contact us prior to installation if you have any questions. We do not provide services for (but not limited to) base wall requirements, lead dressing, flooring, decorating, plumbing, heating or power supplies. We have no responsibility or liability to Customer or any third party due to delays in installation as a result of these or for any losses that you incur in relation to this paragraph 5.3.
5.4 If installation of the Goods are to be undertaken by us, we will require your confirmation no later than thirty (30) days prior to the agreed date of installation that the Site requirements set forth in this section 5 are all in order in accordance with the GA Drawings. Onsite, installation of the Goods cannot occur until we are fully satisfied the base has been installed to the specification provided in the GA Drawings. We have no responsibility or liability to Customer or any third party due to delays in installation pursuant to this paragraph 5.4. Any rescheduled installation will be subject to our availability, and a revised date will be agreed with you accordingly.
5.5 If we have to postpone the agreed installation at any time for something that you or any third party has done wrong or failed to do, we will charge a minimum $3,000, as a result of the postponed installation and for our team to return to complete the installation at a later date.
5.6 Customer Indemnification. To the fullest extent permitted by applicable law, Customer shall defend, indemnify and hold harmless Hartley Botanic, Inc., its affiliates, and their respective officers, directors, employees, agents and representatives from and against any and all third-party claims, demands, actions, causes of action, damages, losses, liabilities, judgments, costs and expenses, including reasonable attorneys’ fees, arising out of or relating to: (a) the condition, preparation, construction or suitability of the Site, including any foundation, base, slab, base wall, drainage, utilities, scaffolding or other work performed or supplied by Customer or any third party on Customer’s behalf; (b) any act or omission of Customer or Customer’s contractors, architects, engineers, consultants, invitees or other representatives; (c) any inaccurate or incomplete dimensions, specifications, plans, information or instructions furnished or approved by Customer or any person acting on Customer’s behalf; (d) Customer’s failure to obtain or comply with any permit, approval, zoning requirement, building code, homeowners’ association requirement or other legal or private restriction applicable to the Site or the installation or use of the Goods; (e) any alteration, modification, repair, relocation, misuse or improper maintenance of the Goods by Customer or any third party; or (f) any unsafe or hazardous condition at the Site not created by Hartley. Notwithstanding the foregoing, Customer shall have no obligation to indemnify any indemnified party to the extent that a claim, damage, loss or liability is finally determined by a court of competent jurisdiction to have been caused by the negligence, gross negligence or willful misconduct of such indemnified party. The obligations set forth in this Section shall survive delivery, installation, completion, cancellation and termination of the Contract.
6 Limited Warranty
6.1 Except for the Goods described in 6.2, and subject to the terms, conditions, limitations and exclusions set forth in this Contract and in Hartley’s applicable written limited warranty, the Goods will materially conform to the specifications contained in the accepted Proposal and Hartley’s applicable written limited warranty. Hartley does not warrant that the Goods are suitable for any particular use or purpose of Customer except to the extent such use or purpose is expressly identified and agreed to by Hartley in the Proposal; provided, however, as the actual colors you see will depend on your monitor or other device, we cannot guarantee that your device’s display of any color will be accurate.
6.2 Any Goods sold that are ex-display models will be identified as such and sold “AS IS” or as described.
6.3 If we cannot supply certain Goods, we may substitute them with alternative Goods of an equal or sometimes better standard and value. In such cases, we will let you know if we intend to do so; and you can refuse to accept such substitutes, in which case we will offer you a refund for the Goods not supplied.
6.4 If you find that your Goods are defective in any material respect, please contact us immediately using the contact details supplied and provide us with details of such claim and include photographs.
6.5 Customer shall inspect the Goods promptly following delivery and, if installation is performed by Hartley, upon Effective Completion. Customer shall notify Hartley in writing within ten (10) days after delivery or Effective Completion, as applicable, of any visible shortage, damage, defect or nonconformity reasonably discoverable upon inspection. Customer’s failure to provide such notice shall constitute acceptance of the Goods with respect to conditions reasonably discoverable upon inspection, subject to Customer’s rights under Hartley’s applicable written limited warranty and any rights that cannot lawfully be waived or limited.
6.6 To the fullest extent permitted by applicable law and except as otherwise expressly provided in Hartley’s applicable written limited warranty, Hartley shall have no warranty responsibility for any defect, damage, failure or condition arising out of or relating to: (a) improper, defective or inadequate Site preparation, foundations, bases, slabs, base walls, masonry, grading or drainage; (b) settlement, movement, cracking or failure of foundations, slabs, masonry or adjoining structures; (c) installation, alteration, modification, repair, relocation or maintenance performed by Customer or any third party; (d) misuse, abuse, neglect or failure to follow Hartley’s written care or maintenance instructions; (e) normal wear and tear; (f) corrosion, deterioration or damage caused by chemicals, fertilizers, salts, coastal or marine conditions, irrigation, excessive humidity, condensation or other environmental conditions; (g) glass breakage except to the extent expressly covered under Hartley’s written limited warranty; (h) fire, flood, wind, hail, snow or ice loads exceeding applicable design specifications, falling trees or limbs, severe weather or other casualty or act of God; (i) heating, cooling, electrical, plumbing, irrigation or other systems not supplied and installed by Hartley; or (j) any product or component manufactured by a third party, except to the extent of any manufacturer’s warranty transferable to Customer.
6.7 Hartley’s written Limited Warranty applicable to the Goods, a copy of which is provided with or incorporated into the Proposal, is incorporated into and forms a part of this Contract. In the event of any conflict between this Contract and the Limited Warranty concerning the scope, duration, exclusions or remedies applicable to a warranty claim, the Limited Warranty shall control with respect to such warranty matter, subject in all events to any rights or remedies that cannot lawfully be waived or limited.
7 Disclaimer
7.1 TO THE EXTENT PERMITTED BY LAW, SUCH WARRANTIES PROVIDED WITH SPECIFIC GOODS AND THE REMEDIES SET FORTH IN THE APPLICABLE WARRANTY TERMS AND CONDITIONS, IF ANY, ARE EXCLUSIVE AND THE REMEDIES SET FORTH ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, REMEDIES AND CONDITIONS, WHETHER ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED. WE HEREBY DISCLAIM ALL STATUTORY AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES AGAINST HIDDEN OR LATENT DEFECTS, TO THE EXTENT PERMITTED BY LAW. IN SO FAR AS SUCH WARRANTIES CANNOT BE DISCLAIMED, HARTLEY BOTANIC, INC. LIMITS THE DURATION AND REMEDIES OF SUCH WARRANTIES TO THE DURATION OF THIS EXPRESS WARRANTY AND, AT HARTLEY BOTANIC, INC’S OPTION, THE REPAIR OR REPLACEMENT SERVICES DESCRIBED ON THE WARRANTY ATTACHMENT. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE. OTHER THAN AS PERMITTED BY LAW, HARTLEY BOTANIC, INC. DOES NOT EXCLUDE, LIMIT OR SUSPEND OTHER RIGHTS YOU MAY HAVE, INCLUDING THOSE THAT MAY ARISE FROM THE NONCONFORMITY OF A SALES CONTRACT. FOR A FULL UNDERSTANDING OF YOUR RIGHTS, YOU SHOULD CONSULT THE LAWS OF YOUR STATE. FOR EXAMPLE, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY (OR CONDITION) MAY LAST, SO THE LIMITATION DESCRIBED ABOVE MAY NOT APPLY TO YOU.
8 Our rights to end the Contract
8.1 We reserve the right to terminate this Contract at any time by writing to you for any of the following reasons:
8.1.1 you do not make any payment to us when it is due;
8.1.2 we are out of stock of the Goods that you have ordered, in which case we will inform you in writing and refund you in full;
8.1.3 you do not, within a reasonable time and no later than within ninety (90) days’ of the date of the Goods arriving in the United States, allow us to deliver the Goods to you; or
8.1.4 In addition to our right to terminate the Contract, if you do not, within ninety (90) days’ of the date of the Goods arriving in the United States allow us to deliver the Goods to you we will also charge you all storage, handling, insurance, demurrage, redelivery and other actual costs incurred by Hartley, plus reasonable administrative charges, prorated daily until delivery takes place. This Section 8.1.4 survives termination of the contract.
9 Ending the Contract
9.1 If this Contract is breached by you, we will not forego or waive our right to receive any money due to us under the terms of this Contract, which we reserve the right to collect as a debt. You agree to pay all costs of collection, including reasonable attorney’s fees.
10 Limit on our responsibility to you
10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HARTLEY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THE GOODS, SERVICES OR THIS CONTRACT, WHETHER ARISING IN CONTRACT, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, INCLUDING LOSS OF USE, LOSS OF PROFITS, LOSS OF INCOME, LOSS OF ENJOYMENT, DIMINUTION IN VALUE, OR LOSS OF OR DAMAGE TO PLANTS, TREES, FLOWERS, CROPS, FURNISHINGS, ARTWORK, EQUIPMENT, INVENTORY OR OTHER PERSONAL PROPERTY LOCATED IN, ON OR AROUND THE GOODS. EXCEPT FOR LIABILITY THAT CANNOT LAWFULLY BE LIMITED, HARTLEY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE GOODS, SERVICES OR THIS CONTRACT SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO HARTLEY BY CUSTOMER UNDER THE APPLICABLE ORDER. THE LIMITATIONS CONTAINED IN THIS SECTION SHALL APPLY EVEN IF HARTLEY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND SHALL SURVIVE COMPLETION, CANCELLATION OR TERMINATION OF THE CONTRACT.
11 Disputes and legal proceedings
11.1 We will try to resolve any disputes with you quickly and efficiently.
11.2 If you are unhappy with the Goods or our service to you, please contact us (using the contact details at the top of these terms and conditions) as soon as possible and we will try to resolve the problem.
11.3 If we are unable to resolve a problem and you wish to bring legal proceedings, the Contract is governed by the laws of the Commonwealth of Massachusetts and the federal and state courts located in Massachusetts.
THE PARTIES HERETO, HEREBY EXPRESSLY WAIVE ALL RIGHTS TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE RELATING, DIRECTLY OR INDIRECTLY, TO THIS CONTRACT AND/OR OTHER DOCUMENTS (IF ANY) EXECUTED IN CONNECTION HEREWITH AND ALSO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS (AND THE FEDERAL COURTS SITUATED THEREIN) WITH RESPECT TO ALL CLAIMS CONCERNING THIS CONTRACT.
12 Privacy
12.1 We will use the personal information that you provide to us only in accordance with our Privacy Policy (available at the following link: https://hartley-botanic.com/privacy-policy/)
13 General
13.1 This Contract constitutes the entire agreement between us and Customers ordering and/or purchasing any Goods. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Contract.
13.2 Company’s failure to enforce strict performance of any provision of this Contract shall not be construed as a waiver of any provision or right.
13.3 No one other than a party to this Contract has any right to enforce any term of this Contract.
13.4 We may transfer our rights and obligations under the Contract to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the Contract.
13.5 You may not assign or transfer this Contract.
13.6 The Contract consists of these Terms and Conditions, Hartley Botanic’s applicable written Limited Warranty, the final GA Drawings and the accepted Proposal. In the event of any conflict, the documents shall control in the order stated above in this paragraph 13.6.
13.6.1 Notwithstanding anything to the contrary contained in this Contract, if the Customer is a general contractor, construction manager or other contractor purchasing the Goods or services from Hartley in connection with a project for an owner or other third party, these Terms and Conditions, together with the order submitted to and accepted by Hartley and confirmed in Hartley’s Confirmation of Order (collectively, the “Hartley Contract Documents”), shall govern the relationship between Hartley and Customer. In the event of any conflict, inconsistency or ambiguity between any provision of the Hartley Contract Documents and any purchase order, subcontract, prime contract, general conditions, supplementary conditions, flow-down provision or other agreement or document issued by, entered into by or otherwise applicable to Customer (collectively, the “Contractor Documents”), the Hartley Contract Documents shall control and prevail. No provision of any Contractor Document shall modify, supplement, supersede or otherwise become part of the Contract between Hartley and Customer unless Hartley expressly agrees to such provision in a written instrument that specifically identifies the provision being accepted and is signed by an authorized representative of Hartley. Hartley’s acceptance of an order, commencement of work, manufacture or delivery of Goods, or receipt or acceptance of payment shall not constitute acceptance of any additional or conflicting terms contained in any Contractor Document.
13.7 Customer acknowledges that, in entering into the Contract, Customer has not relied upon any representation, promise, statement, estimate, projection, photograph, rendering or description concerning the Goods or services except as expressly set forth in the Proposal, GA Drawings, Hartley’s applicable written Limited Warranty or these Terms and Conditions. Nothing contained in this Section shall exclude or limit liability for fraud, intentional misrepresentation or any other liability that cannot lawfully be excluded or limited.
13.8 If any provision of this Contract is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, such provision shall be enforced to the maximum extent permitted by applicable law, and the validity and enforceability of the remaining provisions of this Contract shall not be affected
13.9 Certain states do not permit the exclusion or limitation of certain warranties, liabilities, remedies or damages. Accordingly, each exclusion, limitation, waiver and remedy contained in this Contract shall apply only to the maximum extent permitted by applicable law. Nothing in this Contract is intended to waive, restrict or eliminate any right or remedy of Customer that applicable law expressly provides cannot be waived, restricted or eliminated.
HB Ts & Cs Oct 2026