Terms and Conditions

9000TERMS & CONDITIONS

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Terms & Conditions PRODUCT, SERVICES, AND MATERIALS TERMS AND CONDITIONS The following terms and conditions govern all quotes, requests and orders for Hanging Gardens, LLC products, services and materials, whether made pursuant to Internet, via telephone, in person or in writing. 1. TERMS AND CONDITIONS TO GOVERN - These terms and conditions represent the final and complete Agreement of the parties and no terms or conditions in any way modifying or changing the provisions stated herein shall be binding upon Hanging Gardens, LLC, unless made in writing and signed and ap-proved by an officer or other authorized person at Hanging Gardens, LLC and expressly referencing the intent to modify or change such terms and conditions. No modification of any of these terms shall occur if Hanging Gardens, LLC's shipment of goods follows receipt of Buyer’s purchase order, shipping request or similar forms which contains printed terms and conditions additional to or in conflict with the terms here-in. If any term, clause or provision of these terms and conditions is declared to held invalid by a court of competent jurisdiction, such declaration or holding shall not affect the validity of any other term, clause or provision herein contained. 2. ACCEPTANCE OF ORDERS - All orders are subject to written price verification by authorized Hanging Gardens, LLC personnel unless designated in writing to be firm for a specified period of time. Shipment of goods without written price verification does not constitute acceptance of the price contained in the or-der. 3. SUBSTITUTION - Hanging Gardens, LLC reserves the right, without prior notification, to substitute an alternative product of like kind, quality and function. If the Buyer will not accept a substitute, the Buyer must specifically declare that no substitution is allowed when the buyer requests a quote, if such request for quote is made, or, if no request for quote was made, when placing an order with the Hanging Gardens, LLC. 4. PRICE - Prices quoted, including any transportation charges, are valid for 30 days after the quote unless designated as firm for a specific period pursuant to a written quote or written sales acceptance issued or verified by an officer or other authorized personnel of Hanging Gardens, LLC. A price designated as firm for a specific period may be revoked by Hanging Gardens, LLC if the revocation is in writing and is mailed to the Buyer prior to the time a written acceptance of the price is received by Hanging Gardens, LLC. All prices and deliveries are F.O.B. shipping point. Hanging Gardens, LLC reserves the right to cancel orders in the event selling prices which are lower than prices quoted are established by government regulations. 5. PREFERRED TIERED PRICING - Hanging Gardens, LLC offers a tiered discount pricing and incentive pro-gram to preferred clients. Entry into the program requires a contractor to issue Hanging Gardens a pur-chase order for the materials that the client intends to purchase within 60 days and one year from the date of the purchase order. If a design firm wishes to enter into the program they must provide a letter of intent on the amount of product that would be expected to be installed on their projects within 60 days and one year from the date of the letter of intent. In either case, upon receipt of the purchase order or letter of intent Hanging Gardens, LLC will enter the client into the following tiered pricing levels which generally provide the client with the following benefits:


Tiered Price Level Approximate Reduction from Standard Pricing

Additional Benefits

Standard pricing level ($0-$49,999 purchases within 12 months)

0% None

Raindrop pricing level ($50,000-$99,999 purchases within 12 months)

2.5 - 5% Basic Specifications

Drizzle pricing level ($100,000-$249,999 purchases within 12 months)

5 - 10% Basic Specifications Consulting

Rain pricing level ($250,000-$499,999 purchases within 12 months)

7.5 - 12.5% Custom Specfications Consulting

Thunderstorm pricing level ($500,000-$749,999 purchases within 12 months)

10 - 15% Custom Specfications Consulting

1 Custom Designed Project Monsoon pricing level

($750,000-$999,999 purchases within 12 months) 12.5 - 17.5% Custom Specfications

Consulting 3 Custom Designed Project

Tsunami pricing level ($1,000,000+ purchases within 12 months)

17.5 - 25% Custom Specfications Consulting

Unlimited Design for Projects

The aforementioned price levels and their corresponding reduction in pricing, in relation to our standard pricing, is published as a gauge within a few percentage points (dependent on product distribution) +/- of what the discount would be for each price level. For client specific pricing submit a materials request list from our product line offerings and Hanging Gardens will quote you a price for all materials to be purchased. Additional benefits provided for each price level are intended to be applicable only for pro-jects using Hanging Gardens’ products, not for projects using product from other vendors. Hanging Gar-dens has the right to deny these additional benefits in cases where Hanging Gardens is not the sole product line utilized on any given project. 6. LEAD TIME ON ORDERS – Except for clients that enter into our tiered pricing programs and issue us a purchase order specifying the exact quantities of materials to be ordered, the following lead times are needed for Hanging Gardens, LLC to guarantee availability of products by product line (Please note that Acts of God and/or weather may increase these lead times):

Terms & Conditions


Terms & Conditions Landforms: (HG 3121 - HG 3125)

Pricing based on receipt of Purchase Order 60 days prior to delivery date of product. Minimum order 1,000 Board Feet. All materials to be purchased in full pallets.

Root Barriers: (HG 3210 - HG 3240) Pricing based on receipt of Purchase Order 60 days prior to delivery date of product. All mate-rials to be purchased in full rolls. Protection Fleece: (HG 3310 - HG 3350) Pricing based on receipt of Purchase Order 60 days prior to delivery date of product. All mate-rials to be purchased in full rolls. Drainage: (HG 3510 - HG 3592)

Pricing based on receipt of Purchase Order 60 days prior to delivery date of product. All mate-rials to be purchased in full rolls/boxes/cartons. • Drainage Channels and Grates, Product #3591, may be purchased as single units • Doorstep Grille, Product #3592, may be purchased as single units

Drainage/Retention: (HG 3610 - HG 3660) Pricing based on receipt of Purchase Order 60 days prior to delivery date of product. Stand-ard pricing is based on materials to be purchased in full rolls/boxes/cartons. •To be purchased in sections of 538.2 S.F.

Extensive 1” Drainage/Retention Board, Product #3611 Semi-Intensive 1.6” Drainage/Retention Board, Product #3630 Intensive 2.4” Drainage/Retention Board, Product #3640 Intensive Profile Discharge Delay Drainage/Retention Board, Product #3641

•To be purchased in sections of 1076.4 S.F. Low Profile Discharge Delay Drainage/Retention Board, Product #3620 High Compressive Intensive 2.2” Drainage/Retention Board, Product #3642

•To be purchased in sections of 1936.8 S.F. 1.1” Stormwater Discharge Delay Drainage/Retention Board, Product #3651 1.1” Stormwater Discharge Delay Flex Drainage/Retention Board, Product #3651a

•To be purchased in sections of 3,229 S.F. Budget Extensive ¾” Drainage/Retention Board, Product #3610

Filter Fleeces: (HG 3710 - HG 3720) Pricing based on receipt of Purchase Order 60 days prior to delivery date of product. All mate-rials to be purchased in full rolls/boxes/cartons.

Edge Restraints: (HG 3911 - HG 3963) Pricing based on receipt of Purchase Order 60 days prior to delivery date of product. All mate-rials to be purchased in full rolls/boxes/cartons. To be purchased in 20 section boxes.


Dry cast Curbing: (HG 3971 - HG 3976) Pricing based on receipt of Purchase Order 90 days prior to delivery date of product. Minimum order of 1 pallet.

Vegetative Roofing Media, Bio-Infiltration Media, Lightweight Aggregate: (HG 4110 - HG 4600)

Pricing based on receipt of Purchase Order 60 days prior to delivery date of product. Please contact for pricing due to varying shipping charges in relation to bulk vs. bagged product.

Paver Pedestals: (HG 5110 - HG 5258)

Pricing based on receipt of Purchase Order 60 days prior to delivery date of product. Minimum order of 100 combined pedestals.

Pavers and Porous: (HG 5311 - HG 5526)

Pricing based on receipt of Purchase Order 60 days prior to delivery date of product. Minimum order 160 Square Feet. All materials to be purchased in full pallets.

Sedum Cuttings: (HG 6100)

Pricing based on receipt of Purchase Order 60 days prior to delivery date of product. Minimum order of 100 pounds.

Perennial Plug Varieties: (HG 6200)

Pricing based on receipt of Purchase Order 60 days prior to delivery date of product. Minimum order of 10 flats.

Fully Vegetated Sedum Blankets/Tiles: (HG 6300 - HG 6450)

Pricing based on receipt of Purchase Order 60 days prior to delivery date of product. Minimum order of 1 pallet or Gaylord box.

Fully Vegetated Trays: (HG 6500)

Pricing based on receipt of Purchase Order 60 days prior to delivery date. Minimum order of 1 pallet. VGM Green Walls: (HG 6900)

Pricing based on receipt of Purchase Order 90 days prior to delivery date of product. Minimum order of 1 pallet or Gaylord box.

Rain Barrels: (HG 7100)

Pricing based on receipt of Purchase Order 60 days prior to delivery date. Minimum order of 2 units. Stormwater Harvesting Cells: (HG 7211 - HG 7243)

Pricing based on receipt of Purchase Order 75 days prior to delivery date of product. Minimum order of 25 modules.

Large Tank Cisterns and Stormwater Recycling: (HG 7300 - HG 7400)

Pricing based on receipt of Purchase Order 75 days prior to delivery date of product.

For products not listed above please contact us for lead times.

Terms & Conditions


Terms & Conditions 7. TRANSPORTATION - Unless otherwise provided, Hanging Gardens, LLC shall use its judgment in determining carrier and routing. In either case, Hanging Gardens, LLC shall not be liable for any delays or excessive transportation charges resulting from its selection. 8. PACKING - Unless otherwise provided, Hanging Gardens, LLC will comply only with its minimum packing standards for the method of transportation selected. The cost of all special packing, load-ing or bracing requested by Buyer will be paid for by Buyer. All cost of packing and shipment for Buyer's special equipment shall be paid for by Buyer. 9. PAYMENT TERMS - Payment terms are 1/2% 10, Net 30, with a carrying charge of 1-1/2% per month for payments received after 30 days. The discount applies only to the invoiced value of the material (not to taxes or freight charges). Hanging Gardens, LLC reserves the right to require ad-vance payment or satisfactory security for the goods if the financial condition of Buyer so warrants as determined by Hanging Gardens, LLC. If Buyer fails to make payment in accordance with terms of this agreement or any collateral agreement, or fails to comply with any provisions hereof, Hanging Gardens, LLC may, at its option (and in addition to other remedies), cancel any un-shipped portion of this order. Buyer is to remain liable for all unpaid accounts. 10. TAXES AND IMPORT/EXPORT LICENSES - Prices do not include taxes. Taxes are paid by Buyer upon invoice from Hanging Gardens, LLC unless Buyer provides a valid exemption certificate ac-ceptable to the taxing authority or unless Hanging Gardens, LLC is forbidden by law from collec-tion of said taxes from Buyer. Import or export licenses are to be secured by Buyer. 11. TITLE AND RISK OF LOSS - Delivery to carrier shall constitute delivery to Buyer, and thereafter risk of loss or damage shall pass to Buyer. Any claim of Buyer relative to damage during shipping or delivery should be made directly to the carrier. Any claims by Buyer against Hanging Gardens, LLC for shortage or damage occurring prior to such delivery to carrier must be made within five (5) days after receipt of the goods and accompanied by original transportation bill signed by carri-er noting that carrier received the goods from Hanging Gardens, LLC in the condition claimed. Notwithstanding passage of the risk of loss to Buyer, title and right of possession to the goods sold hereunder shall remain with Hanging Gardens, LLC until all payments hereunder, including deterred payments evidenced by notes or otherwise, Interest, carrying charges, and attorneys' fees, shall have been made in cash, and Buyer agrees to do all acts necessary to perfect and main-tain such right and title in Hanging Gardens, LLC. 12. RETURN OF PRODUCTS - Goods cannot be returned, and orders once accepted by Hanging Gardens, LLC cannot be canceled, except upon the written approval of Hanging Gardens, LLC. Cut to size items and special orders may not be returned unless it has been determined to be provid-ed in error by Hanging Gardens, LLC. If a return is approved, customers returning goods are re-sponsible for freight charges, and shall be assessed a restocking fee of $100 or 20% of the order, whichever is greater.


13. FORCE MAJEURE - Hanging Gardens, LLC shall not be liable for failure to perform its obligations re-sulting directly or indirectly from or contributed to by acts of God; acts of Buyer, civil or military authority, including wage and price controls; fires; war; terrorism; riot; delays in transportation; lack of or inability to obtain raw materials (including energy sources), components, labor, fuel or supplies; or other circum-stances beyond Hanging Gardens, LLC's reasonable control, whether similar or dissimilar to the forego-ing. If certain quantities are affected and other quantities are not, the quantities affected shall be elimi-nated without liability, but the agreement shall remain unaffected. Hanging Gardens, LLC may, during any period of shortage due to any of said causes, allocate its supply of such raw materials among its various users thereof in any manner which Hanging Gardens, LLC deems fair and reasonable. In no event shall Hanging Gardens, LLC be liable for special or consequential damages for any delay for any cause. 14. REASONABLE ATTORNEY'S FEES - In the event suit or other proceedings shall be brought by a party with respect to a breach hereunder, the prevailing party in any such suit or proceeding shall be paid its reasonable attorneys’ fees and costs incurred in connection with such suit or proceeding. 15. SHIPMENT ERRORS –Hanging Gardens, LLC shall have no liability for errors in weight or quantity de-livered unless claim is made by Buyer within five (5) days after receipt of shipment and accompanied by original transportation bill signed by carrier noting that carrier received the goods from Hanging Gar-dens, LLC in the condition claimed. If such timely claim is made by Buyer, and the claim is deemed valid by Hanging Gardens, LLC, Hanging Gardens, LLC may fulfill its responsibility by either shipping the quan-tity necessary to make good on the deficiency, or at Hanging Gardens, LLC's option, crediting Buyer with the invoice price of the deficiency. 16. WARRANTY - All goods sold by Hanging Gardens, LLC are warranted to Buyer to be free from defects in material and workmanship, and manufactured in accordance with industry standards. The foregoing warranty is nonassignable. EXCEPT AS EXPRESSLY SET FORTH IN THE FIRST SENTENCE OF THIS SECTION 14, HANGING GARDENS, LLC MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, IN RESPECT OF ANY OF THE GOODS SOLD, INCLUDING WITH RESPECT TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR USE OR PURPOSE, OR DESIGN. ALL OTHER REP-RESENTATIONS OR WARRANTIES ARE HEREBY DISCLAIMED. No agent, employee, or representative of Hanging Gardens, LLC has any authority to bind Hanging Gardens, LLC to any representation, affirmation, or warranty concerning the goods and any such representation, affirmation, or warranty shall not become a part of the basis of this agreement and shall be unenforceable. Any claimed defect in material or work-manship shall be deemed waived by Buyer unless submitted to Hanging Gardens, LLC in writing within five (5) days from the date the goods are received by Buyer. Hanging Gardens, LLC shall not be liable un-der the foregoing limited warranty if any loss or damage is caused by improper application or use of the goods. Hanging Gardens, LLC makes a good faith effort to rectify any breach; the remedies provided for herein shall be deemed satisfied.

Terms & Conditions


Terms & Conditions 17. REMEDIES AND LIMITATION OF LIABILITY - Hanging Gardens, LLC shall not be liable for inci-dental, speculative, punitive or consequential losses, damages, or expenses arising directly or indi-rectly from the sale, handling or use of the goods, or from any other cause relating thereto. Fur-ther, Hanging Gardens, LLC shall not be responsible, obligated, or liable for any injury or damage resulting from the customer’s application or use of its products, either singularly or in combination with other products, arising out of acceptance of this order which is not directly related to and arises from a breach of the limited warranty set forth above. Hanging Gardens, LLC's liability, in any case, including for claims of breaches of warranty or negligence is exclusively limited, at Hang-ing Gardens, LLC's option, to the replacement of goods not complying with this agreement, the repayment of, or crediting Buyer with, an amount equal to the purchase price of such goods, or repairing or arranging for repair of the goods. If Hanging Gardens, LLC requests the return of the goods, the goods will be redelivered to Hanging Gardens, LLC in accordance with Hanging Gar-dens, LLC's instructions. The remedies contained in this paragraph constitute the sole recourse of Buyer against Hanging Gardens, LLC for breach of any of Hanging Gardens, LLC's obligations, whether of warranty or otherwise. As long as Hanging Gardens, LLC makes a good faith effort to rectify any breach; the remedies provide for herein shall be deemed satisfied. 18. SELECTION - Buyer represents that the goods sold hereunder are fit for their actual or intend-ed use and that Buyer placed no reliance on Hanging Gardens, LLC's skill or judgment in selecting suitable goods or materials or in the design of suitable goods and materials. Buyer represents that the use and installation of the goods shall be made in compliance with all applicable government requirements. Buyer will defend, indemnify and hold harmless Hanging Gardens, LLC, its succes-sors, assigns and subsidiaries from and against all costs (including attorney's fees), damages and liabilities resulting from actual or alleged claims asserted or any penalties proposed or assessed Hanging Gardens, LLC for any alleged violation of any federal, state or local law, rule, regulation or standard, by reason of or in connection with any use of the goods delivered hereunder. 19. CHOICE OF LAW; VENUE - The laws of the State of Wisconsin, excluding the laws of those ju-risdictions pertaining to resolution of conflicts with laws of other jurisdictions, govern the validity, enforcement, construction, and interpretation of this Agreement. The parties (a) consent to the personal jurisdiction of the state and federal courts having jurisdiction in Milwaukee County, Wis-consin, (b) stipulate that a proper and convenient venue for any legal proceeding arising out of this Agreement is Milwaukee County, Wisconsin, for a state court proceeding, or the Eastern Dis-trict of Wisconsin, for a federal court proceeding, and (c) waive any defense, whether asserted by motion or pleading, that Milwaukee County, Wisconsin, or the Eastern District of Wisconsin is an improper or inconvenient venue.

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Terms and Conditions