General Terms & Conditions
Agreement - Buyer (Consumer, Contractor or Builder) agrees to purchase goods and services, and Seller (Gallop Green Ventures, LLC a Kentucky Limited Liability Company doing business as Honest Home) agrees to sell goods and services to Buyer, subject to Buyer’s acceptance of the this agreement and the following General Terms and Conditions of Sale and exclusive of any other purchase order terms, conditions and agreements. Seller’s acceptance of Buyer’s Purchase Order is expressly made conditional on Buyer’s acceptance of the following terms and conditions of Sale, which are in lieu on any additional or different terms contained in buyer’s purchase order or other document or communication pertaining to Buyer’s order of the goods.
Modification – These terms and conditions may not be modified except by a written modification signed by Seller’s Managing Member (Sandra Perry) or other designated person authorized by Managing Member.
Purchase and Sale of Goods and Services – Seller offers goods and services for sale in the form of a Quotation or Proposal. Buyer’s acceptance of Seller’s Quotation or Proposal constructs an agreement between Buyer and Seller for the Buyer to Purchase or Order goods and services and the Seller to sell of goods and services.
Payment Terms for Goods Sold – Upon acceptance of Seller’s Quotation or Proposal, unless otherwise agreed to by Seller, Buyer agrees to pay 50% of the total extended sales price of the invoice for all goods ordered. Upon delivery and acceptance of ordered goods, Buyer agrees to pay the invoice balance of the amount due on the total extended sales price of the invoice for all goods ordered including related shipping, taxes and other invoiced costs. Payments for invoices are due upon receipt. Any payments not made within ten (10) days of the date of the invoice shall be subject to a late payment charge of 1½% per month (compounded) on the unpaid balance of any amount then pass due.
Payment Terms for Services Performed - Unless otherwise agreed by Seller to accept progress payments, Buyer agrees to pay 100% of the total extended sales price invoiced for services performed. Payments for invoices are due upon receipt. Any payments not made within ten (10) days of the date of the invoice shall be subject to a late payment charge of 1½% per month (compounded) on the unpaid balance of any amount then pass due.
Taxes – Seller’s quoted sale price may be increased to the extent that Seller’s cost of the product sold hereunder may be increased as a result of (1) any agreements, codes, or legislative enactments made or enacted pursuant to federal, state of municipal legislation; and (2) increase in the cost of labor or raw materials. In addition to paying the quoted purchase price, Buyer is solely liable for any excises, levies or taxes which Seller may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption or transportation of any of the goods covered hereby, and Buyer agrees to pay the amount thereof on the same terms as it shall pay the quoted purchase price.
Shipment and Delivery of Goods - Delivery terms are either F.O.B. (Free on Board) Seller's place of business or order, or C&F (Cost and Freight), as specified on the Quotation or Proposal. In either case, Buyer shall assume all risk of loss or damage upon delivery by Seller to the carrier at the point of shipment. Scheduled dates of delivery are determined from the date of Seller’s acceptance of any order or orders placed by Buyer and are estimates of approximate dates of delivery, not a guaranty of a particular date of delivery. Seller shall not be liable for any damages caused by failure or delay in shipping the goods described herein, if such failure or delay is due to any war, embargo, riot, fire, flood, accident, mill condition, strike or other labor difficulty, an act of Buyer, an act of God, an act of a governmental authority, transportation shortage or failure, inability to obtain sufficient fuel, labor, materials or manufacturing facilities, or any other cause beyond the reasonable control of Seller.
Duty to Inspect - Buyer must immediately inspect all goods for shortages, conformity with order and defects. If goods appear not to conform to the contract between Buyer and Seller, Buyer shall discontinue their use and immediately notify Seller of such condition and afford Seller a reasonable opportunity to inspect the same. Claims for shortage or deductions for erroneous charges must be presented within five (5) days after receipt of the goods or they will not be allowed. No material will be taken back and credited or replaced unless arrangements for return have been made with Seller and authorized by Seller’s Managing Member. Seller may, at its option, replace those products proven defective or allow credit for an amount not exceeding the sum of the original purchase price.
Delay - If Buyer requests deferral of deliveries, Seller’s agreement to defer delivery shall not excuse Buyer from its obligation to pay for the goods at the same times and in the same quantities as the original delivery schedule, including interest due pursuant to these terms and conditions. In addition to adhering to the original payment schedule, Buyer shall pay such storage charges as Seller may assess for storing the goods awaiting delivery. If Buyer requests deferral prior to commencement of production, Seller may require progress payments in connection with expenses for materials and services incurred by Seller in anticipation of production.
Return of Goods – Goods shall not be returned for credit without first obtaining written authorization from Seller’s Managing Member. Authorized returns are to be returned within 30 days of receipt of goods for Store Credit. Authorized returns must contain all original packing materials and applicable assembly instructions. Special orders returned are subject to a 30% restocking fee.
Cancellation - Seller’s Quotations accepted by Buyer (Buyers Orders), the Agreement, are subject to cancellation by Buyer only upon the express written consent of Seller. Upon such cancellation and consent, Seller shall cease work and hold for Buyer all completed and partially completed articles and work in progress and Buyer shall pay Seller: for all work and materials that have been committed to and/or identified to Buyer’s order plus a cancellation charge as prescribed by Seller, in addition to a reasonable profit to Seller on the entire contract.
Security Interest and Mechanics Lien Warning - Shipments, deliveries and performance of work by Seller shall at all time be subject to the approval of and requirements of the Seller, including the requirement that Buyer pay part or the entire purchase price in advance. Seller retains a purchase money security interest in all Goods and Services not paid for in full, notwithstanding that the goods have been delivered to Buyer, and Buyer hereby authorizes Seller to execute and file financing statements describing the Goods, and other documents which may be requested by Seller to evidence its security interest and filing a Home Improvement Mechanics Lien.
Warranty - Seller warrants that the goods supplied under its invoice (the “Goods”) shall conform to the description stated on the invoice. The foregoing warranty is Seller’s sole warranty with respect to the Goods. All other warranties, express or implied, including but not limited to the implied warranties of the merchantability and fitness for a particular purpose, are hereby disclaimed. Seller’s liability for breach of warranty hereunder is limited solely to the replacement of the defective goods, which shall be returned to Seller’s supplier’s plant, transportation charges prepaid by Buyer; and the failure to give notice of a warranty claim within thirty (30) days from date of delivery shall constitute a waiver by Buyer of all claims in respect to such goods. The foregoing shall constitute the sole remedy of buyer and the sole liability of seller under this warranty.
Limitation of Liability - Seller’s liability to Buyer, whether in contract, in tort, under any warranty, in negligence or otherwise, shall not exceed in any case the return of the amount of the purchase price paid by buyer and under no circumstances shall Seller be liable for special, indirect or consequential damages. The price stated for the each item is consideration for limiting seller’s liability. No action, regardless of form, arising out the transactions under this invoice may be brought by Buyer more than one (1) year after the date of the invoice. Without limitation of the foregoing, in no event will Seller be responsible or liable for penalties or penalty clauses of any description, or indemnification of Buyer or others for costs, damages or expenses arising out of or related to the Goods and Services.
Indemnification - Buyer agrees to save and hold Seller harmless from any claims, demands, liabilities, costs, expenses or judgments arising in whole or in part, directly or indirectly, out of the negligence or lack of care by Buyer or Buyer’s customers, agents, employees or invitees involving the use of the goods supplied by Seller. This indemnification shall include all costs, attorney’s fees and other expenses paid or incurred by or imposed upon Seller in connection with the defense of any such claim.
Errors - Claims by Buyer for shortages or errors in delivery must be made within five (5) days after the delivery of the Goods. Goods are sold subject to the standard manufacturing practices of Seller's suppliers. Goods purchased on the basis of weight are subject to customary quantity variations recognized by practice in the industry. In case of error in the extension of prices, the unit price will govern.
Default- In the case of default or breach by Buyer in the performance of any or all of the provisions of this agreement, Seller may cancel any outstanding order from Buyer and declare all obligations immediately due and payable, and shall in addition have all remedies afforded by the Uniform Commercial Code as enacted in Kentucky, and any other applicable law. Buyer shall in addition, be liable for Seller’s expenses incurred in exercising any remedies available to it, including reasonable attorney’s fees and legal expenses. All unpaid obligations shall bear interest at the contract rate provided under terms of payment above.
Governing Law - Any agreement arising out of this transaction shall be deemed to have been made in Louisville, Kentucky. The parties agree that the validity, interpretation and performance of any agreement arising out of this transaction shall be governed by the laws of the State of Kentucky without regard to conflicts of interest laws. Buyer and Seller hereby submit to the exclusive jurisdiction for the resolution of any disputes hereunder, to the Kentucky Court of Justice in Jefferson County, Kentucky. This shall be the sole and exclusive jurisdiction and venue for the purpose of adjudication of any rights and liabilities hereunder.