Terms & Conditions

Agreement – These Terms and Conditions of Sale (these “Terms”) shall exclusively govern the sale, purchase, and receipt of all Products sold or provided by Rootz Distribution and all its current and future subsidiaries (“Rootz Distribution”) to a buyer or recipient of such Products (“Customer”). “Products” include all goods and/or services offered for sale, sold, and/or provided by Rootz Distribution, including, without limitation, goods manufactured by or for Rootz Distribution under a brand owned or licensed to Rootz Distribution, goods manufactured by a third party and offered for sale in one or more states or territories exclusively through Rootz Distribution (“Exclusive Products”), and goods manufactured by a third party and offered for sale through Rootz Distribution on a non-exclusive basis (“Non-Exclusive Products”), and any ancillary personal services, technical services, consultation services or advice provided by Rootz Distribution, with or without compensation, in connection with any goods offered for sale by Rootz Distribution (“Product Services”).

These Terms shall become binding as the sole and exclusive agreement by and between Customer and Rootz Distribution upon: (i) Rootz Distribution’s approval of a Customer Agreement (which incorporate these Terms by reference) signed by Customer, (ii) Customer’s issuance of a request or order for Products to Rootz Distribution, (iii) the delivery of the Products to Customer, or (iv) Customer’s payment to Rootz Distribution in satisfaction of any invoice issued by Rootz Distribution. These Terms supersede and replace any other prior agreement and terms or conditions stipulated or referred by Customer in any document and are the sole terms and conditions regarding the purchase and sale of Products between Customer and Rootz Distribution. No other agreements regarding the sale, purchase, or receipt of Products between Customer and Rootz Distribution exist absent an amendment to these Terms that (i) expressly and specifically references these Terms and (ii) is signed by an authorized representative of Rootz Distribution. Any terms and conditions included in Customer’s communications, forms, purchase orders, or other documents shall not amend, supplement, or in any way modify or be considered an exception to these Terms even if Rootz Distribution fails to object to such terms and conditions which are hereby expressly rejected by Rootz Distribution. Trade custom, trade usage and past performance are superseded by these terms and conditions and shall not be used to interpret these terms and conditions.

Notwithstanding the foregoing, any additional terms and conditions included in a Customer Agreement (which incorporate these Terms by reference) signed by Customer (including any Personal Guaranty thereunder) shall be in addition to and unaffected by these Terms. Trade programs, policies, and end-user product warranties shall not be deemed an agreement between the parties absent an amendment to these Terms that (i) expressly and specifically references these Terms and (ii) is signed by an authorized representative of Rootz Distribution, and shall apply according to the provisions thereof; provided, that, in the event of any conflict in such provisions and these Terms, these Terms shall prevail to the extent necessary to resolve such conflict.

Rootz Distribution may amend or supplement these Terms at any time and from time to time upon Notice to the Customer. “Notice” includes, without limitation, email notification to any Customer email address provided to Rootz Distribution by Customer, a email campaign via mass email forwarding software (Mailchimp), written notice by mail to any Customer address provided to Rootz Distribution by Customer, posting to any Rootz Distribution website (without the requirement of individualized notice), inclusion of a URL on Rootz Distribution’s invoice or sales confirmation, or other notification issued by Rootz Distribution. The effective date of such amendment or supplement shall be the date indicated in the revision of these Terms, which shall not be earlier than the date of the Notice and shall only apply to the sale, purchase, and receipt of Products after such effective date. No oral or written arrangement, promise, or statement made by any personnel of Rootz Distribution shall be binding on Rootz Distribution.

SUPPLY TERMS

No Obligation to Supply – Rootz Distribution may refuse any order at any time for any or no reason without liability to Customer. Customer acknowledges that Rootz Distribution is not obligated to sell to or supply Customer absent, subject to these Terms, a confirmed purchase order.

Non-Exclusivity – Nothing herein is intended nor shall be construed as creating any exclusive arrangement with Customer. Rootz Distribution is not restricted from selling the Products to others in any way.

Product Offering – Rootz Distribution reserves the right to change, modify, improve, add, or discontinue Products at any time with or without notice.

Pricing – Products are sold at and Customer shall pay then-current prices in effect at the time the Products are shipped, which may be different than current catalog pricing. Customer should review the sales order acknowledgment for then-current pricing. Prices, discounts, and terms of sale are subject to change without notice.

Taxes – The prices of the Products exclude all taxes, costs, fees, levies, or other amounts imposed by any third party and shall be the responsibility of Customer.

Minimum Annual Purchases – In order to maintain a wholesale account status Customer’s Product purchases must meet or exceed $10,000 annually. If Customer does not order the minimum purchase requirement, Rootz Distribution may close Customer’s account.

Purchase Orders; Special Order Items – Purchase orders are non-cancellable by Customer once accepted by Rootz Distribution, which occurs when Rootz Distribution either (i) confirms acceptance of such purchase order in writing, or (ii) initiates performance of such purchase order. If Rootz Distribution agrees to cancel a purchase order after Rootz Distribution initiates performance of such purchase order, Rootz Distribution may condition cancellation upon the payment of a restocking fee, which Customer shall pay to Rootz Distribution upon demand. Purchase orders for special order items are non-cancellable by Customer without exception. Special order items are Products which are available through Rootz Distribution but are not held in- stock in the Rootz Distribution’s distribution centre that services Customer. Customer is responsible for purchasing 100% of the quantity of special order items ordered from Rootz Distribution on a take or pay basis. Customer acknowledges that special items are not held in-stock and the inbound lead times for such Products are subject to the manufacturer’s lead times and are out of Rootz Distribution’s control. Special order items may require, at the sole discretion of Rootz Distribution, payment in advance up to 100% of the purchase price, which is non-refundable.

Accuracy of Information – Rootz Distribution has exercised care in providing proper information in connection with its Products, i.e., catalog information, but accuracy is not guaranteed. Customer is responsible for verifying all information in connection with the purchase of the Products, including that the description of the Product is accurate, prior to submitting a purchase order to Rootz Distribution and upon receiving the sales order acknowledgment or other confirmation provided by Rootz Distribution. Rootz Distribution may correct typographical, incomplete, or clerical errors and/or omissions for purposes of fulfilling Customer’s order, but does so without liability to Customer.

Industry Exclusive Logo – Product information may include an industry exclusive logo indicating that the Exclusive Product, the brand of the Exclusive Product or the distribution rights to the Exclusive Product are exclusively held by Rootz Distribution. Customer acknowledges that similar products that are competitive to the Exclusive Products may exist under other brand names.

Lead Times and Unavailability – All orders are subject to Rootz Distribution’s standard lead times. The requested delivery period will be observed as possible and subject to availability and Customer acknowledges that such periods are estimates only. Rootz Distribution may make partial shipments and invoice Customer for such shipments which shall be paid by Customer as indicated on Rootz Distribution’s invoice.

PRODUCT TERMS

Sale and Use Restrictions – Customer may only (i) promote and resell the Products in the course of a retail business operated from (a) offline store locations leased or owned solely by Customer and/or (b) websites with top level domains solely owned and operated by Customer to consumer, commercial, or other end user purchasers (an “Authorized Dealer”), (ii) promote and resell the Products for installation or application by the Customer in the course of providing a bona fide professional service to a third party for a fee (“Authorized Installer”), (iii) use the Products for their intended purpose in its own commercial operations.

Use of Rootz Distribution’s Intellectual Property and Information – Customer may not use Rootz Distribution’s name, Product names, Product images, Product descriptions, Rootz Distribution’s trademarks, or other content provide by Rootz Distribution without Rootz Distribution’s express written consent. Use in all forms, including print, TV, radio, and digital must be pre-approved by Rootz Distribution in writing. Any approval provided by Rootz Distribution is (i) revocable at any time by Rootz Distribution, and (ii) shall be valid for the period of time indicated in Rootz Distribution’s written approval, but in no event shall such use exceed one (1) year from the date of approval. As between Rootz Distribution and Customer, all right, title, and interest in all intellectual property rights contained in or arising from the Products, Rootz Distribution’s name, Product names, Product images, Product descriptions, Rootz Distribution’s trademarks, or other content provide by Rootz Distribution belongs solely to Rootz Distribution or its licensor and Customer obtains no ownership or license of such rights.

Confidentiality – All non-public documents, communications, pricing, trade programs, and other information relevant to Rootz Distribution’s supply of the Products are confidential information of Rootz Distribution. Customer shall have the obligations with respect to such confidential information as provided in the Customer Agreement, or if such Customer Agreement does not contain any applicable obligations restricting use and disclosure of Rootz Distribution’s confidential information, Customer hereby agrees not to disclose such confidential information to any party unless compelled by law or authority of a competent court.

Auctions and Discount Websites – Customer may only sell or offer for sale the Products through its own websites and shall not sell or offer for sale any Rootz Distribution Products on any auction or discount community websites or market places without express written permission from Rootz Distribution.

Complimentary Products – Customer may be provided Products free of charge or at a reduced cost which are intended to be used for retail displays, sales representatives’ samples, or testing, and not for resale. If Customer resells such Products Rootz Distribution may invoice Customer for such Products and Customer shall pay such invoice.

Factory Seconds – Rootz Distribution may offer Customer Products that have cosmetic defects or which are contained in damaged packaging. While these Products may meet Rootz Distribution’s quality standards, these Products cannot be offered as “first quality” Products. These Products are labeled/ marked as “factory seconds” and are offered by Rootz Distribution at a discount, generally 20%. Customer may not offer or sell Products labeled/marked as factory seconds as first quality. Customer acknowledges that a violation of this restriction will negatively affect Rootz Distribution’s brands and reputation of selling top quality products. In addition to any other remedies available to Rootz Distribution, if Rootz Distribution determines a Customer is selling factory seconds as first quality by removing the factory seconds labels/marks, Customer shall return all such Products to Rootz Distribution upon Rootz Distribution’s request at Customer’s cost.

Recalls and Product Notices; Restricted Products – Customer shall cooperate with Rootz Distribution or any third party manufacturer in connection with any product notices, recalls, or other action deemed necessary by Rootz Distribution, any third party manufacturer, or governmental authority, including, without limitation, disseminating information and bulletins regarding product issues, collecting and remitting products or information subject to such action, or other action reasonably requested of Customer. Customer shall not ship, offer, or sell any Product where such shipment, offer, or sale is prohibited by law or restricted by Rootz Distribution or any third party manufacturer.

Product Handling – Customer shall not adulterate, repackage, dilute, tamper, or otherwise alter any Product, Product packaging, or other characteristics of the Products and shall observe all SDS, regulations, safe handling, shipping, installation, environmental operating conditions, and storage instructions provided by Rootz Distribution or otherwise applicable to the Products.

Disclaimer – AS BETWEEN ROOTZ DISTRIBUTION AND CUSTOMER AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, ROOTZ DISTRIBUTION MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO CUSTOMER WITH RESPECT TO THE PRODUCTS OR TO THE QUALITY, SUITABILITY, OR ADEQUACY OF THE PRODUCTS FOR ANY PURPOSE OR USE, AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS TO THE EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Product Services – If Product Services are offered or given to Customer, such assistance or advice is given only as an accommodation to Customer. Rootz Distribution shall not be liable for the content of such assistance or advice or Customer’s use of such services nor shall any statement made by any of Rootz Distribution’s representatives in connection with the Products or Services constitute a representation or warranty, express or implied, of any kind. Customer is responsible for determining its own needs for the operation of its business and the suitability of any Products. Quotes or designs provided by Rootz Distribution as part of Product Services are as-is, where-is, without any warranty of any kind and Customer acknowledges that such assistance, advice, or information may be incomplete and not guaranteed to be accurate.

Limitation of Liability – ROOTZ DISTRIBUTION SHALL NOT BE LIABLE TO CUSTOMER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUE, DIMINUTION IN VALUE, RECALL OR REWORK, ARISING FROM OR RELATING TO THESE TERMS, INCLUDING NON-PERFORMANCE, OR THE PRODUCTS, EVEN IF ROOTZ DISTRIBUTION HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. ROOTZ DISTRIBUTION’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES NOT OTHERWISE EXCLUDED IN THE PRECEDING SENTENCE AND ARISING FROM OR RELATING TO THESE TERMS, INCLUDING NON-PERFORMANCE, THE PRODUCTS, OR THE MANUFACTURER, SALE, DELIVERY, RESALE, USE OR HANDLING OF ANY PRODUCTS, WHETHER BASED IN CONTRACT, TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, OR OTHER THEORY OF LAW, SHALL NOT EXCEED THE LESSER OF (I) THE AMOUNT PAID BY CUSTOMER TO ROOTZ DISTRIBUTION FOR THE PRODUCTS GIVING RISE TO THE CLAIM, OR (II) THE AGGREGATE AMOUNT PAID BY CUSTOMER TO ROOTZ DISTRIBUTION FOR ALL PRODUCTS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.

Force Majeure – Rootz Distribution shall not be liable to Customer for the non-performance of any obligation arising from any act of God, flood, fire, explosion, breakdown of plant, earthquake, strike, lockout, labor dispute, casualty or accident, or war, revolution, civil commotion, acts of public enemies, blockage or embargo, or any injunction, law, order, proclamation, regulation, ordinance, demand or requirement of any government or of any subdivision, authority or representative or any such government, inability to procure or use materials, labor, equipment, transportation, or energy sufficient to meet manufacturing needs without the necessity of allocation, or any other cause whatsoever, whether similar or dissimilar to those above enumerated, beyond the reasonable control of Rootz Distribution or its suppliers.

DELIVERY TERMS

Delivery Terms – Risk of loss shall transfer from Rootz Distribution to Customer at the time the Products are tendered at the place of delivery identified in the sales confirmation provided by Rootz Distribution, or if none, the purchase order submitted by Customer. Title shall transfer from Rootz Distribution to Customer at the same point as the transfer of risk of loss.

Standard Freight Program – Unless an order is eligible for Rootz Distribution’s pre-paid freight program, freight will be charged and payable by Customer on all orders. Freight charges will be prepaid by Rootz Distribution and added to Customer’s invoice. Orders will generally be shipped from Rootz Distribution’s distribution center that is closest to the Customer’s ship to location. Exceptions may apply as determined by Rootz Distribution.

Pre-Paid Freight Program – Freight is prepaid by Rootz Distribution on orders equal to or greater than $6,000 and shipped to a destination within Australia. Certain bulky and heavy products will be excluded from Rootz Distribution’s prepaid freight program. This will include but is not limited to soil, hydro clay, peat, perlite, and other growing media.

Additional Freight Charges – Rootz Distribution may charge fees, as determined by Rootz Distribution, which will be payable by Customer for: (i) additional freight/fees on specific Products (i.e., growing media); (ii) $30.00 hazardous material charges for the shipment of hazardous materials as identified by the Safety Data Sheet DOT section (i.e., hydrogen peroxide); and (iii) fuel surcharges. The foregoing charges may be invoiced by Rootz Distribution before or after delivery of the Products, including by separate invoice. Customer shall pay all such invoices upon demand or as indicated on Rootz Distribution’s invoice.

Miscellaneous Shipping Fees – Any fees assessed by parcel or LTL (Less Than Truckload) carriers such as residential delivery, limited access, lift gate, signature required, redelivery, inside delivery, etc., will be the responsibility of Customer.

Freight Damage and Shortages – At the time of delivery, Customer is responsible for identifying any damage to the Products or shortages and noting such damage or shortage on the delivery receipt. In the event time does not permit Customer to inspect the shipment at the time of delivery, Customer must note on the delivery receipt “subject to inspection and count” or “STIC” before signing for the order. If the delivery receipt is signed as complete / undamaged and at a later point damage or shortages are found, Customer shall bear all risk and cost of damage or shortage. Claims for damage or shortages must be reported to Rootz Distribution within one (1) business day. Claims reported after one (1) business day shall be deemed waived by Customer. Customer shall contact Rootz Distribution’s at +61 8 8 359 8732 with shipment and purchase order information to report a claim.

Rootz Distribution’s Pallets – All Rootz Distribution LTL pallets are plastic shrink wrapped. When receiving Rootz Distribution’s shipment, if the packing tape is not intact or shrink wrap is damaged, Customer is advised to inspect the whole pallet at the time of delivery.

Will Call – Customers may will-call orders through to Rootz Distribution’s HQ with a two (2) hour notice. Business hours are 8:30 am to 4:30 pm, South Australian local time. Will-call orders not picked up within two (2) business days of order placement will be returned to stock and Customer will be invoiced for a 20% restocking fee. Customer’s representatives must sign a liability waiver when picking up will-call orders. Customer shall indemnify, defend, and hold Rootz Distribution harmless for and against any claims for damage to personal property or personal injury arising from Customer’s pick up of will-call orders.

FINANCIAL TERMS

Credit Line – Customer may qualify for an unsecured line of credit upon Rootz Distribution’s (i) acceptance of a Account Application and Customer Agreement. This information will be kept strictly confidential. Absent a credit line extended by Rootz Distribution, payment terms are cash-in-advance. Strict compliance with the approved payment terms is a condition of any credit line extended by Rootz Distribution.

Payment Terms – Customer shall pay all invoices in accordance with the terms provided in such invoice.

Application of Payments – Payments received shall be first applied to finance charges accrued, then to costs or expenses incurred by Rootz Distribution that are the responsibility of Customer, then to invoices, each in descending order of due date.

Acceptable Forms of Payment – Customers may pay in the form of Cash or bank transfer. Rootz Distribution does not accept payment in the form of Credit cards, money orders, traveller’s checks, cashier’s checks.

Change in Terms – Rootz Distribution shall have the right to at any time and from time to time and with or without notice for any reason (i) place Customer on “Stop Ship” or “C.O.D.”, (ii) change payment terms and the amount of any credit line granted by Rootz Distribution. Past Due Accounts; Collections – A 1.5% per month finance charge, or the highest rate allowed by law, shall be assessed for all invoices over thirty (30) days past due. Customer shall have a fifteen (15) day grace period after the expiration of the thirty (30) day time period to make full payment. If the grace period expires (e.g. 45 days after the invoice due date elapses) without receipt of payment, finance charges will accrue as of the 31st day after the invoice due date. Accounts with balances aged over ninety (90) days may be turned over for collection by a third party collection agency. All costs expenses of collection of unpaid invoices, any default of Customer, or other obligation owed to Rootz Distribution, including attorney’s fees incurred by Rootz Distribution before trial, at trial, and on any appeal and including any fees incurred in any bankruptcy proceeding, shall be the responsibility and added to the balance due and owing.

Releasing Orders – Orders placed under accounts with past due balances will be held until the account becomes current even if the account is under the established credit limit. Payments must be received by Rootz Distribution in order for held orders to be released. Verbal assurances the payment has been sent are not sufficient for orders to be released. In this situation, payment may be made via wire transfer to expedite the shipment, once remittance received by email.

Disputed Amounts – In the event Customer disputes a charge on an invoice, full payment must be made on the undisputed amount. Customer may not withhold the entire payment amount because of disputed amounts. Any invoice paid short must include memo detailing the specific reason and justification for the short payment. Rootz Distribution and Customer will work in good faith to resolve any disputes within thirty (30) days. Disputes not resolved in thirty (30) days and remaining unpaid shall be deemed to be past due and owing.

Further Assurances – If Rootz Distribution believes Customer will not fulfill its obligations under any purchase order or these Terms, Rootz Distribution may suspend performance until Customer provides Rootz Distribution with adequate assurances or additional security of performance acceptable to Rootz Distribution.

Security Interest – Products delivered by Rootz Distribution but not paid in full remain the collateral of Rootz Distribution until full payment has been received from Customer. Customer grants Rootz Distribution a security interest in such Products and consents to Rootz Distribution causing the filing of financing statement and notifications to other creditors in connection with perfecting such security interest under applicable law. Rootz Distribution reserves the right to remove or repossess Products from Customer’s locations if Customer fails to remit timely payment to Rootz Distribution.

WARRANTY TERMS

Manufacturer Product Warranty – Rootz Distribution shall pass through to Customer all product warranties, if any, for the Exclusive Products and Non-Exclusive Products provided by the third party manufacturer that are capable of transfer and which Rootz Distribution has the right to make a claim (each a “Manufacturer Product Warranty”); provided, however, Rootz Distribution is not responsible for any such Manufacturer Product Warranty, costs of shipping or return, any service or remedies under such Manufacturer Product Warranty, if any, or any warranty claim not honored by the third party manufacturer. Customer is advised to consult the manufacturer’s literature or packaging for specific information and coverage of any Manufacturer Product Warranty, which will vary by product type, and is the sole and exclusive remedy of Customer with respect to defective Exclusive Products and Non-Exclusive Products. Exclusive Products and Non-Exclusive Products that are defective and not covered by a Manufacturer Product Warranty are not returnable to Rootz Distribution for credit or refund. If Rootz Distribution elects to do so, Customer’s warranty claim under any Manufacturer Product Warranty may be satisfied by Rootz Distribution on the third party manufacturer’s behalf by the repair or replacement of the warranted Product or issuance of a non-refundable credit memo to be applied to any current or future invoices due and owing to Rootz Distribution; provided, that, upon Rootz Distribution’s request and as a condition of such remedy, Customer shall obtain and assign, in a form acceptable to Rootz Distribution, all rights to such warranty claim to Rootz Distribution. If the third party manufacturer ceases operations, the Manufacturer Product Warranty shall be null and void. If for any reason Rootz Distribution discontinues distribution of an Exclusive Product or Non-Exclusive Product, all warranty claims under the applicable Manufacturer Product Warranty shall be tendered by Customer directly to the third party manufacturer.

Rootz Distribution Product Warranty – Rootz Distribution may, but is not required to, provide a product warranty to the end-consumer of certain Signature Line Products that are purchased from an Authorized Dealer, Authorized Installer, or an Authorized Wholesaler, or directly from Rootz Distribution (each a “Rootz Distribution Product Warranty”). Each Rootz Distribution Product Warranty covering a Signature Line Product is included with such Product and/or available on Rootz Distribution’s website. The Rootz Distribution Product Warranty, if any, will vary by product type and brand and is, as between Rootz Distribution and the end-consumer, in lieu of all other warranties, expressed or implied, including the warranties of merchantability and fitness for use and of all other obligations or liabilities on the part of Rootz Distribution. Customer (if an Authorized Dealer, Authorized Installer, or Authorized Wholesaler) shall accept the return of all Signature Line Products sold by such Customer as an Authorized Dealer, Authorized Installer, or Authorized Wholesaler to an end-consumer and which are covered by, in Rootz Distribution’s determination, a Rootz Distribution Product Warranty. Customer (if an Authorized Dealer, Authorized Installer, or Authorized Wholesaler) shall be responsible for administering all warranty claims in accordance with the terms of the Rootz Distribution Product Warranty, if any, and as directed by Rootz Distribution with respect to Signature Line Products sold by such Customer. Rootz Distribution shall only be responsible for the remedies provided by the applicable Rootz Distribution Product Warranty, if any, during the warranty period. Rootz Distribution is not responsible for labor, materials, travel time, equipment, or other costs incurred or required to uninstall and/or reinstall warranted Signature Line Product. Rootz Distribution is not responsible for shipping or internal costs incurred by Customer (as an Authorized Dealer, Authorized Installer, or Authorized Wholesaler) in the course of administering any warranty claim on behalf of Rootz Distribution. Signature Line Products returned to Rootz Distribution (or deducted off Rootz Distribution’s invoice) by Customer, that are determined by Rootz Distribution not to be covered by a Rootz Distribution Product. Warranty shall be the responsibility of Customer and no replacement product, repair, or credit shall be due to Customer from Rootz Distribution. Customer (if an Authorized Dealer, Authorized Installer, or Authorized Wholesaler) shall collect, maintain, and provide to Rootz Distribution all supporting documentation related to all claims submitted under a Rootz Distribution Product Warranty and reasonably assist Rootz Distribution in the determination and investigation of any claim. If Customer is a Commercial Producer who purchased a warranted Signature Line Product directly from Rootz Distribution, Customer shall have the benefits provide to the end-consumer under the applicable Rootz Distribution Product Warranty, if any.

Return of Warranted Products – Customer is advised that Manufacturer Product Warranties and Rootz Distribution Product Warranties do not cover Products damaged by accident, abuse, misuse, modification, negligence, alteration or misapplication. Products damaged as a result of the foregoing or not purchased from Rootz Distribution may not be returned to Rootz Distribution for any reason. Prior to returning Products under a warranty claim, Customer shall (i) verify the Products are still within the applicable warranty period, (ii) test the Products to confirm the defect is covered by the applicable warranty, (iii) document the described defect, and (iv) obtain a RMA confirmation listing the defective Product to be returned. If Rootz Distribution determines a Product is not covered by an applicable Manufacturer Product Warranty or Rootz Distribution Product Warranty, Rootz Distribution shall inform Customer. Products not covered by an applicable Manufacturer Product Warranty or Rootz Distribution Product Warranty shall be destroyed or returned to Customer at Customer’s election and expense, which Customer shall pay to Rootz Distribution upon demand.

Return Policy – Rootz Distribution will only accept the return of a Product that is (i) in new, unused, and resalable condition, (ii) in original packaging (free of writing or marking), (iii) the current model of such Product and less than three months old, (iv) currently stocked and offered for sale by Rootz Distribution, and (v) listed on an RMA Authorization issued by Rootz Distribution for such Product that is included with the return shipment as a packing slip. Products discontinued or closed out are not eligible for return. Customer must use over wrap boxes for shipping Products to Rootz Distribution and must prepay the freight at Customer’s expense. If Products are received by Rootz Distribution in a condition other than what is described above, without an RMA Authorization, or the Products are damaged in shipment, Rootz Distribution shall not be obligated to provide Customer with any credit and the Product will be returned or destroyed at Customer’s expense which shall be invoiced and paid by Customer upon Rootz Distribution’s demand. Rootz Distribution will provide Customer a credit for the Products received by Rootz Distribution in compliance with the above equal to the net price paid for such Products by Customer, less a 20% restocking fee, which shall be applied to Customer’s account. Unless otherwise agreed by Rootz Distribution, the credit shall be non-refundable and applied to future purchases or amounts due on Customer’s account.

Customer changes mind – Rootz Distribution will not take “changed my mind” as a reason for returns once the product has been shipped.

Return Merchandise Authorization – Customer may obtain an RMA confirmation by contacting Rootz Distribution through one of the following methods:

(i) phone +61 8 8 359 8732 (ii) email at rma@rootzdistribution.com, (iii) fax at +61 8 8 359 8732, or (iv) visiting the Rootz Distribution website RMA web page which is available to eligible Customers on the login portion of Rootz Distribution’s web site by clicking on the “My Account” drop down menu at the top of the home page and navigating to “RMA Info & Requests” where a RMA Request may be completed online. Rootz Distribution’s RMA Hotline is available to answer technical questions, troubleshoot product challenges, help expedite the return/ repair process, and/or potentially eliminate a return/repair altogether. Products returned to Rootz Distribution must include the RMA confirmation as a packing slip, or Rootz Distribution will reject the shipment. Customer is responsible for using appropriate packaging material in order to ship the Product safely back to Rootz Distribution. Customer shall not ship any broken glass or Products in a similar hazardous condition. Any Product damaged in return transit to Rootz Distribution will be the responsibility of Customer and not accepted by Rootz Distribution for return even if an RMA confirmation has previously been issued.

MISCELLANEOUS TERMS

Governing Jurisdiction – The “Governing Jurisdiction” shall be: the state of South Australia. The parties agree that the federal, state, territories/local laws prevailing in the Governing Jurisdiction, except for any conflict of laws provisions that would result in the application of the laws of another jurisdiction, shall be used for the interpretation of a party’s rights and obligations and the resolution of any issues, claims, disputes, or actions between Customer and Rootz Distribution.

Information Privacy; Consent for Email and Text Communications – Rootz Distribution respects your privacy. In the course of processing any Customer’s Order or administering any Customer’s account, Rootz Distribution will collect information from Customer and third parties to the extent necessary to perform any legal obligation or Rootz Distribution policy, or for purposes that are disclosed to Customer at the time of collection, including for purposes of marketing the Products and Product Services to Customer. Please see Rootz Distribution’s privacy notice for a description of its information practices. Information collected will be maintained as required by applicable law and used for the purposes disclosed to Customer at the time of collection and/or as described in Rootz Distribution’s privacy notice. By applying for, using, or accessing services to facilitate the sale, purchase, and receipt of Products sold or provided by Rootz Distribution, Customer consents to the collection of its commercial and personal information, as applicable, and authorizes the disclosure of such information for purposes described above, in accordance with applicable law, including, without limitation, where Australia is the governing law. Your consent includes your acknowledgement that your personal information may be disclosed and used within the Rootz Distribution family of companies and its services providers, some of which are located within and outside of Australia

Compliance with Laws – Customer shall comply with all federal, state, and local laws and regulations applicable to its operation and the resale and/or use of the Products, including, without limitation, maintaining all licenses and permits in good standing with the relevant governmental authority.

Severability – In the event any provision herein is adjudged to be unenforceable, the offending provision shall be severed or construed by the court to effectuate the parties’ intent. The remaining provisions herein shall remain in full force and effect.

Assignment – Rootz Distribution may assign any right and delegate any obligation related to these Terms with or without notice or consent of Customer, including any purchase order accepted by Rootz Distribution. Customer may not assign any right or delegate any obligation related to these Terms without the written consent of Rootz Distribution.

English Language – It is the express wish of the parties that these Terms and all related documents, including notices and other communications, be drawn up in the English language only. At the time a customer is set up, such customer will receive notification of any deviations from these terms and conditions.