HARVEST WHOLESALE FLORAL INC. ("Harvest")

Welcome to Harvest!

PLEASE READ THE FOLLOWING LEGALLY BINDING TERMS OF USE AND DISCLAIMER CAREFULLY BEFORE USING THIS WEB SITE ("Site").

This Agreement (the "Agreement") is an agreement between you and HARVEST WHOLESALE FLORAL INC. ("Harvest") that states the terms and conditions under which you may use the Site and receive the Harvest service, which includes processing and delivery of product orders (the "Harvest Service"). Your mere use of the Harvest Service and the Site automatically constitutes your irrevocable agreement to the terms and conditions set forth below. If you do not agree with ALL of the terms and conditions, do not use the Site or the Harvest Service.
If you have any questions about this Agreement or the Site please call our Customer Service team at 877-777-5767.

Harvest Satisfaction Policy
If you are dissatisfied for any reason, please call us at 877-777-5767 or contact us via e-mail at customerservice@harvestwholesale.com You have up to 24 hours after delivery to report any quality issues. We will decide whether to replace the product with an acceptable product or give you 100% of your money back for the item with which you are dissatisfied. In order to process your quality complaint Harvest, at its sole discretion, may require the return of the physical product or a digital image of the product, both to be made within 24 hours.

HARVEST SERVICE
Ordering through the Site. Estimated delivery date and applicable delivery charges will be shown as you proceed through the ordering process. You can place your order any time based on availability in our catalog. You can cancel or modify an existing order ONLY BY PHONE up until we process the order (at this time an email will be sent to you). You may change your order (including the addition or deletion of items, a change in the time or delivery date, and the cancellation of your order) prior to the order being processed by contacting our Customer Service Department at 877-777-5767 during business hours, Eastern time. However, modified orders are subject to price changes, and a change of a delivery date may affect the availability of your desired items. Cancellation of orders after the order was already processed will result in a charge equal to the sum of 100% of the total dollar amount of your order.
Once we accept the order, we send a confirmation e mail back to the client. Comments will be added if we know of a problem or an items missing. After an order is processed and confirmed by e-mail, the client can no longer cancel the order and the order is passed on to our suppliers, who attempt to buy it all. At this time we may contact the client again if the suppliers fail to buy or deliver an item.

IMPORTANT NOTICE
*All photos, colors are for reference purposes only. Photos shown are taken in optimal conditions. Colors and grade change from day to day, from grower to grower, season to season, country or region.
*Flowers listed on the site are based on reasonable estimation of availability according to information obtained from the Dutch flower market.
*Delivery date is only an estimated date.
*All shipping and deliveries are carried out by Harvest through independent contractors. Under no circumstances will Harvest bear any liability to any act or omission by any such independent contractor. Without derogating from the generality of the above, Harvest will not be liable for all damages, defects and quality discrepancies resulting from any act or omission which took place after the product left the Harvest premises. All enquiries and claims which relate to shipping and delivery must be referred directly to the relevant contractor.

Price and Availability. Given the perishable nature of our products, as well as other miscellaneous factors, from time to time products may be unavailable. We reserve the right to limit your order or the quantity of a particular product that you may order. If we are unable to fulfill your entire order we will make a reasonable effort to contact you prior to delivery. Once you complete checkout, your price is guaranteed unless you placed an order for an item where we have inadvertently listed the incorrect price. In those circumstances, we reserve the right to cancel undelivered orders for such incorrectly priced products; we will contact you in such circumstances, and, of course, your credit card will not be charged.
It is expressly stated that Harvest links between clients and suppliers, and offers a service which is in its nature sensitive and vulnerable, and can be affected by many factors, such as: weather conditions which affect the flowers growth, disease, non-homogeneous nature of flowers and quality changes from day to day, cancelled flights, transit hazards, inspections, and more.
All prices are FOB harvest warehouse in NY, NY (NOT INCLUDING ANY SHIPPING AND DELIVERY COSTS).
All prices are special individual prices that only relate to a specific order, by a specific client, and are based on the specific delivery location in the order.

Care of Products. To maintain the integrity of products after delivery, we recommend that you immediately unpack the flowers into a cool room (35 degrees Fahrenheit), re cut right away each stem and rap again the bunch in clean dry paper, then place the flowers in look warm water with cut flowers food for at list 12 hours. This is in order for them to strengthen up.

Delivery of Products. To receive delivery, the delivery address must be a residential apartment or home or a legal place of business and you or your doorman or your authorized representative must be present to receive your order from a courier during business hours. Your authorized representative can accept your goods when you are not present at the time you had selected for delivery and shall accept the goods under all of the same terms and conditions that would apply had you accepted the delivery yourself. Anyone at the delivery address who receives the delivery is conclusively presumed to be authorized to receive the delivery. If neither you, your doorman, nor your authorized representative is present during your selected delivery window, we will not be responsible anymore for delivery and/or loss of products. In case we choose to re-deliver the products, you agree to pay all the extra costs incurred, according to our price list.
In an effort to meet the committed delivery time for all of our customers, our delivery personnel cannot wait for an inspection of the items delivered. Your order will arrive with an invoice that will list all of the items you have received and were billed for. If something is missing from your order, please immediately call our Customer Service department at 877-777-5767.
In the case of force majeure and/or inclement weather, it may be necessary to make adjustments to our delivery schedule, which will cause us to suspend chosen delivery dates and times. If there will be a significant delay, we may call or e-mail you to let you know the status of your delivery time. We will deliver your order as soon as the conditions permit. If your designated delivery location (i.e., street, avenue, etc.) or day is inaccessible, rendering us unable to make the delivery, we will contact you to determine the best alternate location and/or date.

Payment. Your credit/debit card will be charged for your order upon delivery, unless special payment terms were agreed in writing in advance between Harvest and the client. Harvest will not process orders that use an incorrect, expired, or over-the-limit credit card. We will attempt to contact you if this occurs. However, in the event such an order is processed, Harvest reserves the right to collect funds for any uncollected transactions owed to it. Harvest may charge a nominal fee of $25 per order should a payment made via credit card (or a check, if agreed by Harvest) be declined resulting in the need for alternate payment or exception processing. Harvest does not accept checks, unless we specifically provide this option as a part of a specific and individual payment agreement. If you fail to pay any fees or charges when due (which would include if a check is returned or electronic payment is rejected) or if a redelivery fee or restocking fee is imposed, Harvest may charge such amount directly to the credit card identified in your Customer Account Information and Harvest may suspend or terminate your access to the Harvest Service. You shall be responsible and liable for any fees, including actual attorneys' fees billed and collection costs, that Harvest may incur in its efforts to collect any unpaid balances from you. Your right to use the Harvest Service is subject to limits established by Harvest and/or by your credit card issuer.
A 1.5% interest per month will be added to any overdue payment. Said interest does not imply the client has any right whatsoever to withhold and delay payments.

Third-Party Information Providers and Merchants. In the future, the Harvest Service may permit you to order and receive products, information, and services from businesses that are not owned or operated by Harvest. In such instances, Harvest acts only as the link between you and such businesses. The purchase, payment, warranty, guaranty, delivery, maintenance, and all other matters concerning the merchandise, services, or information ordered or received from such businesses are covered by their customer agreement and policies and solely between you and such businesses. Harvest makes no representations or warranties of any kind express or implied, regarding the merchandise, services, or information received from such third parties and the fact that Harvest makes such products, information, and services available should not be construed as an endorsement of the businesses or the products, services, and information they provide.


LICENSE AND PROPRIETARY RIGHTS

Copyright and Ownership. All Site content, design, text, graphics, and interfaces; the collection, selection, and arrangement thereof; and all software are the property of, or duly licensed to, Harvest. A non-exclusive consent is granted to view, electronically copy (not photographs), and print in hard copy portions of this Site for the sole purpose of placing an order with Harvest for your use. Any other use of materials on this Site, including modification, distribution, or reproduction for purposes other than those noted above, without the prior written permission of Harvest is strictly prohibited. You acknowledge that Harvest and/or third-party content providers remain the owners of such material and that you do not acquire any of those ownership rights by downloading copyrighted material. Harvest reserves the right to revoke this authorization at any time, and any use shall be discontinued immediately on written notice from Harvest. Without derogating from the generality of the above, clients may not copy photographs or images. The price list may not be disclosed in any manner whatsoever, for remuneration or not, by a client/user to any third party.

Trademarks. "Harvest," all Harvest logos, and all titles, characters, names, graphics, and button icons are service marks, trademarks, and/or trade dress of Harvest or otherwise proprietary to Harvest and may not be used by you for any reason other than as expressly permitted by this Agreement. All other trademarks, service marks, product names, and company names or logos appearing in the Harvest Service and on the Site are the property of their respective owners and you do not acquire any ownership rights in such marks, logos, or names by using this Site or the Harvest Service.

ACCESS TO THE HARVEST SERVICE
Access. You will provide all equipment and services and be responsible for all internet, telephone and other charges necessary to access the Harvest Service and the Site. You should contact your local telephone company if you have a question about whether an access number is a long-distance or toll call from your location. You agree to comply with all laws applicable to your activities on the Harvest Site and with the terms of this Agreement. You hereby represent that you are an adult (18 years or older) or a company legally incorporated, solvent and not under any limitations, and have the power and authority to enter into this Agreement and perform your obligations hereunder.

You acknowledge that from time to time, and without any prior notice at all, the Harvest Service or this Site may be inaccessible or inoperable or malfunctioned for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs or upgrades or revisions which Harvest may undertake from time to time; or (iii) causes beyond the control of Harvest or which are not reasonably foreseeable by Harvest; or (iv) a virus and/or hacker attack.

ID Number and Passwords. Access to the Harvest Service is only accomplished through the use of a user name and a password that will be issued to you upon registration, and subject to Harvest's sole discretion. Harvest is entitled to refuse registration and use of the site, at any time, before or after registration, at its sole discretion and will not be under any obligation whatsoever to disclose any information regarding the processing of any registration application or the banning of any client from continuation of use of the site. You are solely responsible for any authorized or unauthorized access to your account by any person. You agree to bear all responsibility for the confidentiality of your password and all use or charges incurred from use of the Harvest Service with your password. You agree to notify Harvest promptly of any unauthorized use of your password and you will remain liable for any use of the Harvest Service until you notify Harvest of the unauthorized use of your password.

Your Account. You are responsible for, and agree to pay promptly, all charges to your account, including applicable taxes and purchases by you or anyone you allow to use your account and password to access the Harvest Service. You agree and accept responsibility for keeping all your account information current, including address, payment information, telephone number, e-mail address, and alternate receiver for your order. You can update your information in the Your Account area on our Web site or contact our Customer Service department. You agree that you will not provide fraudulent information and that you are solely responsible for any information you provide to Harvest, and accept responsibility for all activities that occur under your account or password and for restricting access to your computer. You will comply with all laws applicable to your activities on the Site and with this Agreement. Harvest's secure server encrypts your credit card information so that it cannot be read as the information travels over the Internet. Once we receive your credit card information, it is stored in our secure data center. Harvest will exercise commercially reasonable efforts to ensure that your credit card information remains confidential, and is available only to personnel who have a need to know such information in connection with providing you the Harvest Service. When our registration/order form asks users to enter sensitive information (such as credit card number), that information is encrypted and is protected with encryption software. Our Site encrypts your credit card number prior to transmission over the Internet using secure socket layer (SSL) encryption technology. This technology works best when the Site is viewed using Microsoft's Internet Explorer and viewing resolution of 1024X768 pixels.

MISCELLANEOUS
Purchase of Flowers and Plants. It is the Client's sole responsibility to comply with all laws and by-laws regulating the purchase and possession of flowers and plants. Harvest reserves the right to refuse service, terminate accounts, remove products, or cancel orders at its sole discretion.

Corrections. If you would like to update or correct information previously provided to us, please send an e-mail with your new information to customerservice@harvestwholesale.com, or you can update your account information yourself by going to Your Account on the Harvest Site.

Privacy Policy. Please review our Privacy Policy, which also governs your visit to the Harvest Site and use of the Harvest Service, to understand our practices.

Acceptable Use Policy
You are solely responsible for any and all acts and omissions that occur under your account or password, and you agree not to engage in unacceptable use of the Harvest Service, which includes, without limitation, use of the Harvest Service to: (a) disseminate or transmit unsolicited messages, chain letters, or unsolicited commercial e-mail; (b) disseminate or transmit material that, to a reasonable person, may be abusive, obscene, pornographic, defamatory, harassing, grossly offensive, vulgar, threatening, or malicious; (c) disseminate or transmit files, graphics, software, or other material that actually or potentially infringes the copyright, trademark, patent, trade secret, or other intellectual property right of any person; (d) create a false identity or otherwise attempt to mislead any person as to the identity or origin of any communication; (e) export, re-export, or permit downloading of any message or content in violation of any export or import law, regulation, or restriction of the United States and its agencies and authorities, or without all required approvals, licenses, or exemptions; (f) interfere with, disrupt, or attempt to gain unauthorized access to other accounts on the Harvest Service or any other computer network; (g) disseminate or transmit viruses, Trojan horses, or any other malicious code or program; or (h) engage in any other activity deemed by Harvest to be in conflict with the spirit or intent of this Agreement, as decided by Harvest from time to time, at its own discretion.

Warranty Disclaimer; Limitation of Liability; Indemnification

YOU EXPRESSLY AGREE THAT USE OF THE HARVEST SERVICE, THE SITE, AND THE INTERNET IS ENTIRELY AT YOUR OWN RISK. THE HARVEST SERVICE, THE SITE, AND ITS CONTENTS ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, HARVEST DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE HARVEST SERVICE, THE SITE, OR ITS CONTENTS OR WITH RESPECT TO ANY INFORMATION, SERVICES, AND PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE HARVEST SERVICE; HARVEST DOES NOT ADOPT ANY REPRESENTATION OR WARRANTY OF ANY MANUFACTURER OR MERCHANT OF ANY SUCH INFORMATION, SERVICE, OR PRODUCTS. HARVEST MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE AVAILABILITY, ACCURACY, OR CONTENT OF ANY INFORMATION, SERVICES, OR PRODUCTS OBTAINED THROUGH THE SITE OR THE HARVEST SERVICES. HARVEST DOES NOT WARRANT THAT THE FUNCTIONS PROVIDED BY THE SITE WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

NEITHER HARVEST NOR ANY OF ITS DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, REPRESENTATIVES, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, OR LICENSORS (COLLECTIVELY, "HARVEST PARTIES") SHALL BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, COMPENSATORY, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF DATA, INCOME, OR PROFIT; OR LOSS OR DAMAGE TO PROPERTY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF, OR THE INABILITY TO USE, THE SITE, THE HARVEST SERVICE, OR THE INTERNET. HARVEST'S LIABILITY SHALL BE LIMITED TO PROVIDING YOU WITH A REFUND FOR ANY PRODUCT THAT IS RETURNED. YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE HARVEST SERVICE AND TO TERMINATE THIS AGREEMENT. HARVEST RESERVES THE RIGHT TO LIMIT YOUR ORDER OR THE QUANTITY OF A SPECIFIC PRODUCT YOU MAY ORDER. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES OR OF IMPLIED WARRANTIES, IN SUCH STATES AND JURISDICTIONS LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

The material in the Site is provided for lawful purposes only. Harvest controls and operates this Site from its headquarters in New York (NY), USA, and makes no representation that these materials are appropriate or available for use in other locations. If you use the Site from other locations, you are responsible for compliance with applicable local laws. Price and availability information is subject to change without notice.

You agree to defend, indemnify, and hold Harvest Parties harmless from any and all suits, actions, legal or administrative proceedings, claims, demands, damages, liabilities, and expenses, including attorney's fees and costs, arising in connection with a violation of this Agreement by you or through use of your account.

Termination. This Agreement is effective upon your acceptance as set forth herein and shall continue in full force and effect until terminated. Harvest may suspend or terminate this Agreement or the Harvest Service or remove or disable access to any portion of the Harvest Service at any time for any reason with or without notice to you. You may terminate this Agreement and your Harvest Service at any time for any reason by delivering notice in the manner provided below, which termination will be effective the day notice is received or such later date specified in the notice. Harvest reserves the right to collect all fees and charges incurred and/or due to Harvest by any law or agreement before you cancel your Harvest Service. In addition, you are responsible for any charges incurred to third-party vendors or content providers prior to your cancellation.

Notices. Harvest may give notice to you of a change in this Agreement, a change in the Harvest Fee Schedule, and any other matter through a general posting on the Harvest Site, by electronic mail, or by conventional mail to your address contained in the Customer Registration Data. You may give notice to Harvest by electronic mail (as specified in the "Help" section of the Harvest Web site), or by conventional mail to:
Harvest Wholesale Floral Inc.
18-63 43rd Street
Astoria, NY
11105

Entire Agreement. This Agreement and the Privacy Policy referred to herein represent your entire agreement with Harvest regarding the use of the Harvest Service and the Harvest Site. You agree that this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than you, Harvest, and Harvest Parties. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in accordance with applicable law as nearly as possible to reflect the original intention of the parties, and the remainder of this Agreement shall remain in full force and effect. The failure of either party to insist upon strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. This Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws rules. You expressly agree that exclusive jurisdiction for any claim or dispute with Harvest or relating in any way to your use of the Harvest Service or the Harvest Site resides in the federal and state courts of New York and you further expressly consent and agree to personal jurisdiction by the state and federal courts sitting in the State of New York in connection with any such dispute, including any claim involving Harvest Parties. Any cause of action by you must be instituted within one year after the claim or cause of action has arisen, or be barred.

Third-Party Beneficiaries. The provisions of this Agreement are for the benefit of Harvest Parties, and each shall have the right to assert and enforce the provisions directly on their own behalf. This Agreement and all obligations and restrictions placed upon you or your permitted users by this Agreement shall survive termination of this Agreement and your Harvest Service.

Amendment. Harvest may amend this Agreement at any time by posting the amended terms on our Site. All amended terms shall automatically be effective seven days after they are initially posted on our Site. By using this Site after the effective date of any such amendment, you agree to be bound by any such revisions and should therefore periodically visit this page to determine the then current Agreement to which you are bound. This Agreement was last revised on 12/20/2004.