Terms and Conditions for Sellers on Plant Lust
Questions? Contact us at hello@plantlust.com
About this agreement
Plant Lust LLC is an Oregon based company offering a public online listing of plants which may be available at participating nurseries. Plant Lust enables customers to purchase plants online from Plant Lust. Plant Lust purchases plants from supplier nurseries to fulfill these orders. This document represents the entire Agreement between Plant Lust and the supplier nursery. This Agreement may be modified if agreed to, in writing, by both parties.
Plant Lust / Nursery Supplier Relationship
As a participating nursery, you agree to sell certain plants from your inventory to Plant Lust for resale. Plant Lust is an independent purchaser and seller of the plants. Plant Lust shall not be considered an agent or legal representative of the nursery for any purpose, and shall not hold itself out as such to any third party. Participating nursery shall not be considered an agent or legal representative of Plant Lust for any purpose and shall not hold itself out as such to any third party.
Sales
While we hope this generates many sales for you and for us, we can’t predict how many sales we’ll make. We can guarantee that it won’t cost you anything if you don’t sell anything.
Plant Lust may offer plants to customers with an additional markup. Plant Lust may or may not identify the partner nursery shipping the plant in advance of a sale.
When a customer places an order with Plant Lust, Plant Lust will send an order to the nursery. The order will include plant name, size, quantity, and shipping destination.
The nursery will respond to the order with a shipping confirmation or notification that the offer is no longer available. Plant Lust orders submitted to the nursery must be accepted or rejected within 7 days. After 7 days without a response, the order may be withdrawn.
When the nursery ships an order and provides confirmation, Plant Lust will add payment to the monthly payout. At this point, the order is a binding agreement, subject to the cancellation policy.
Fees
Plant Lust agrees to pay the nursery the price of the plant quoted on the nursery inventory or website at the time the plant was listed on plantlust.com, and actual shipping costs, minus a percentage of the total purchase, determined by the commission and markup percentages selected in the nursery sign up form .
Shipping
The nursery agrees to include the Plant Lust packing slip with the shipment. The nursery may include its own documentation including branded plant tags, provided no nursery pricing is included, as the customer may have paid a different price.
The nursery agrees to make every effort to ship the plant promptly, under conditions that are most likely to result in delivery of healthy plants. If the shipment will be delayed due to weather or delivery service complications, the nursery will promptly inform Plant Lust so Plant Lust can keep customers informed. Customers will be offered the opportunity to cancel the order if the shipment is delayed. If the customer cancels an order, Plant Lust would cancel its corresponding nursery order.
Nursery will be responsible for delivery of the plants to the customers including all risk and expense of shipping and damage during shipping. The parties intend these terms to be consistent with Free On Board (FOB), customer’s location, under ORS 72.3190(1)(b).
Health, Safety, and Environmental Standards: Labeling
The nursery is responsible for ensuring that all plants comply with all health, safety, environmental, and other standards, specifications, and other requirements imposed by law, regulation, or order applicable to the Plants. The nursery wil also ensure that all plants bear all instructions and labels applicable to the plants which are necessary or desirable under laws, regulations, or standard practices.
Refunds / replacements
The nursery will extend its existing refund/replacement policy to Plant Lust. If the nursery’s policy doesn’t address refunds or is silent as to any term of the refund policy, the following blanket return policy will apply: Plant Lust will offer refunds or replacements for plants that are incorrectly identified, dead or diseased upon arrival, improperly maintained, or received with signs of improper packaging.
Plant Lust will work with the nursery to determine the best option for customer complaints, replacements, credits, or refunds on a case by case basis.
Refunds will be subtracted from nursery payments together with any shipping and handling charges. Plant Lust may, at its own discretion, offer additional refunds or credits to the customer at its own cost.
Confidential and Proprietary Information
The nursery acknowledges that, during the course of this Agreement, it may receive access to information concerning Plant Lust’s marketing and business plans, sales strategies, advertising programs, pricing, costs, customers, technology, and other information which Plant Lust designates, treats, or reasonably could treat as confidential (“Confidential Information”). Nursery shall keep the Confidential Information secret and in strict confidence and shall not use or disclose the Confidential Information except as required to perform its obligations under this Agreement.
Customer Information
The nursery will receive customer shipping, billing, and contact information in order to fulfill orders. Nursery shall not rent or sell customer information to third parties, or consider Plant Lust orders as an opt-in to the nursery’s commercial communications.
Term
This Agreement may be terminated by either party by providing written notice of intent to terminate or not renew the Agreement. This Agreement may be modified if agreed to, in writing, by both parties. Unless the Agreement is terminated, this Agreement will remain in full force and effect for an initial term expiring 60 days after the date accepted, and will auto-renew for successive terms of 30 days each. Upon termination or non-renewal, the following provisions will apply: (a) Any Offers that have been accepted by Plant Lust at the time of termination shall remain in effect until fulfilled by the nursery. (b) Except as may be required for performance of the nursery’s obligations under any offer to be fulfilled, the nursery will immediately discontinue all use, directly or indirectly, of trademarks, trade names, designs, and markings owned or controlled, now or hereafter, by Plant Lust, and of any word, title, expression, trademark, trade name, design, or marking which, in the opinion of plant lust, is confusingly similar thereto.
Indemnification
Nursery agrees to defend, indemnify, and hold Plant Lust, its members, managers, employees, successors, and assigns harmless for, from, and against all losses, damages, or expenses of whatever form or nature, including actual attorneys’ fees and other costs of legal defense, whether direct or indirect, which they, or any of them, may sustain or incur as a result of any acts or omissions of Nursery or any of its members, managers, employees, or agents, including, but not limited to, (i) breach of any of the provisions of this Agreement, (ii) negligence or other tortious conduct, or (iii) violation by the Nursery (or any of its members, managers, employees, or agents) of any applicable law, regulation, or order.
Force Majeure
Neither party shall be in default hereunder by reason of any failure or delay in the performance of any obligation under this Agreement where such failure or delay arises out of any cause beyond the reasonable control and without the fault or negligence of such party.
Severability
If any portion of this Agreement is unenforceable, the rest of the agreement will remain intact.
Nonassignment
This Agreement may not be assigned by either party. Neither the Nursery nor Plant Lust may transfer this Agreement to another entity.
Applicable Law and Forum
This Agreement shall be construed, enforced and performed in accordance with the laws of the State of Oregon, without reference to the principles of conflicts of laws. Any dispute arising from this Agreement or purchases of Plants hereunder shall be exclusively heard in the state and federal courts sitting in Multnomah County, Oregon, to whose jurisdiction the parties expressly submit. The parties waive any objection to venue in such courts.
Applicable Law and Forum
This Agreement shall be construed, enforced and performed in accordance with the laws of the State of Oregon, without reference to the principles of conflicts of laws. Any dispute arising from this Agreement or purchases of Plants hereunder shall be exclusively heard in the state and federal courts sitting in Multnomah County, Oregon, to whose jurisdiction the parties expressly submit. The parties waive any objection to venue in such courts.
Waiver of Jury Trial
Plant Lust and Nursery waive any right to trial by jury in any legal proceeding arising out of or related to this Agreement or the transactions contemplated under this Agreement.
Attorney Fees
If any action or other proceeding (including one in bankruptcy) shall be instituted relating to any term or condition of this Agreement or relating to any of the rights, duties, or obligations arising under it, the prevailing party shall be entitled to recover, whether or not the matter proceeds to final judgment or decree, in addition to costs and disbursements allowed by law, such sum as the trial and each appellate court may adjudge reasonable as attorneys’ fees and expert witness fees in such action or other proceeding, and in any appeal of it, attorneys’ fees incurred in investigating and pursuing the prevailing party’s rights prior to institution of the action or other proceeding, and costs and expenses incurred and billed with such attorneys’ fees (whether or not specifically allowed by statute).
Waiver
Nursery agrees that the failure of Plant Lust at any time to require performance by Nursery of any of the provisions herein shall not operate as a waiver of the right of Plant Lust to request strict performance of the same or like provisions, or any other provisions hereof, at a later time.
Counterparts
This Agreement may be executed in counterparts, each of which is deemed an original but all of which taken together constitute one and the same instrument. An electronic copy of this Agreement has the same force and effect as an original.