Terms of Service

TERMS AND CONDITIONS

Terms and Conditions for The Performance of Services by Zalis Farms, LLC

  1. Applicability.

    a. These Terms and Conditions for the Performance of Services (these “Terms and Conditions”) govern the performance of services (“Services”) by ZALIS FARMS, LLC (“Zalis Farms”), and are applicable to, and deemed incorporated into, any customer purchase order, or similar document (each, an “Order”), whether or not expressly incorporated into such document, between Zalis Farms, LLC and a buyer of such Services (a “Buyer”). These Terms and Conditions and any related Order constitute the full and complete understanding and agreement of the parties relating to the subject matter hereof and thereof and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. Zalis Farms’ fulfillment of an Order is expressly limited to, and expressly made conditional on, Buyer’s acceptance of these Terms and Conditions. Buyer’s acceptance of the Goods or Services shall be deemed an acceptance of these Terms and Conditions and shall supersede, nullify and void any other terms, conditions, representations, understandings, in oral or written form. Zalis Farms, LLC objects to any different or additional terms. In addition to the foregoing, these Terms and Conditions and each Order shall prevail over any additional or different provisions in any purchase order, acceptance notice, or other similar document issued by Buyer regardless of whether or when Buyer has submitted its purchase order or such and such provisions shall be without legal effect and are hereby expressly rejected. 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 and Conditions. Notwithstanding anything herein to the contrary, if a written contract signed by Buyer and an authorized representative of Zalis Farms is in effect covering the sale of the Goods and/or Services, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms and Conditions.

  2. Services Provided.

    Upon acceptance of an Order and receipt of payment, Zalis Farms, LLC will plant or designate one or more Breadfruit Trees in a specific location on a farm in Honduras or other designated Country. The purchaser will receive a Certificate indicating the Lot/Number in which the tree is located for the term the customer selects. In addition, the customer may purchase, at an additional cost, a Material Package which will include the material to maintain and promote the growth and health of the tree(s). Certificates may be delivered by mail or electronically.

  3. Price.

    a. Buyer shall purchase Services from Zalis Farms at the prices (the “Prices”) set forth in the applicable Order. Payment is due at the time of the Order.

    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. Buyer shall be responsible for all such charges, costs and taxes; provided that Buyer shall not be responsible for any taxes imposed on, or with respect to, Zalis Farms’ income, revenues, gross receipts, personal or real property, or other assets.

  4. Transfer of Certificate.

The Owner of a Certificate may transfer said Certificate to a new owner upon:

(a) Submission to Zalis Farms, LLC of a written Request for Transfer of Certificate along with the Certificate to be transferred and the names, addresses and email addresses of transferor and transferee.

(b) Payment of the applicable Transfer Fee, if any, as published on the Zalis Farm website at the date the Request for Transfer is made. Upon receipt of a Request for Transfer of Certificate and payment of the applicable Transfer Fee, Zalis Farms, LLC will issue a new Certificate to the transferee and cancel the Certificate which has been transferred.

  1. Limited Warranty.

Zalis Farms warrants to the Buyer that the Lot/Number designated in the Certificate will have a living Breadfruit Tree(s) for the period designated in the Certificate (“the Term”). In the event a tree dies during the Term, Zalis Farms, LLC will plant or provide another living Breadfruit Tree in the same location. Zalis Farms warrants that the Lot/Number of the Breadfruit Tree specified in the Certificate will not be sold to any other Person. In the event a tree(s) is destroyed or has to be relocated due to an Act of God or other cause beyond the control of Zalis Farms, Zalis Farms, at its expense, will plant or provide a replacement tree in a different location and provide a new Certificate. THIS WARRANTY IS EXCLUSIVE, AND ZALIS FARMS MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS CONCERNING THE SERVICES OR THE TREE(S) (WHETHER IMPLIED BY STATUTE OR OTHERWISE) AND SPECIFICALLY EXCLUDES SUCH WARRANTIES AND REPRESENTATIONS TO THE FULLEST EXTENT PERMITTED BY LAW. SELLER SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

  1. Limitation of Liability.

Buyer acknowledges that the fruit from the tree(s) will be harvested and that the Buyer will have no right, title or interest in the tree itself or the fruit or products therefrom or the revenue derived from the fruit.

a. IN NO EVENT SHALL ZALIS FARMS BE LIABILE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, 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 ERE FORESEEABLE AND WHETHER OR NOT ZALIS FARMS 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 ZALIS FARMS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO ITS SALE OF GOODS OR PERFORMANCE OF SERVICES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID FOR THE GOODS OR SERVICES GIVING RISE TO THE CLAIM.

  1. Termination. In addition to any remedies that may be provided under these Terms and Conditions, Zalis Farms may terminate any Order with immediate effect upon notice to Buyer, if Buyer: (a) fails to pay any amount when due under such Order or any other pending Order; or (b) has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part.

  2. Force Majeure. Zalis Farms shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached any Order, for any failure or delay in fulfilling or performing any term of such Order or request the Transfer of Certificate when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Zalis Farms including, without limitation, acts of God, flood, fire, earthquake, exposure, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies or adequate or suitable materials, materials or telecommunication breakdown or power outage.

  3. Governing Law. All matters arising out of or relating to the sale of Goods or performance of Services are governed by and construed in accordance with the internal laws of the State of Florida, without giving effect to any choice or conflict of law provision or rule (whether of the country where the tree is located or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Florida.

  4. Dispute. In the event of any dispute with Buyer, Zalis Farms, LLC, at its sole discretion may refund the cost of Certificate and all rights of the Buyer will be terminated.

  5. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to the Services shall be instituted in the State of Florida.