Acknowledgement Agreement / Terms and Conditions

Dakin Natural Soils Acknowledgement Agreement

Should credit be extended to Vendee, invoices received at Vendee’s office are to be settled within 20 days of the invoice date. A monthly finance fee of 1.5%, representing an Annual Percentage Rate of 18%, shall be applied to all overdue accounts. Should legal proceedings be required to recover this debt, the purchaser consents to cover all collection costs, including reasonable attorney fees, and waives any rights of exemption under the property laws of the State of Florida. Any clerical mistakes are subject to adjustment.

Vendee hereby recognizes and agrees that: (i) Vendee is responsible for adhering to all relevant federal, state, and local weight limitations for Vendee’s particular vehicle, based on its gross vehicle weight rating (GVWR), axle setup, permit status, and other governing laws. Vendee bears sole responsibility for knowing the vehicle’s GVWR and weight thresholds. (ii) The Vendee is exclusively responsible for ensuring the total weight of the loaded vehicle, including the soil and other materials, stays within the vehicle’s rated capacity and legal weight mandates. (iii) Vendor provides no assurances or warranties concerning the suitability of the Vendee’s vehicle for hauling the loaded dirt and explicitly disclaims liability for any damages, fines, penalties, or injuries arising from overloading. (iv) The Vendee accepts all risks and liabilities related to the loading, transportation, and application of the dirt, including, but not limited to, vehicle damage, traffic violations, and personal injury. (v) The Vendee has had the chance to ask questions and receive information regarding weight restrictions and vehicle capacities before loading.

Vendor explicitly disclaims all warranties, representations, or guarantees, whether expressed or implied, concerning the suitability, fitness for a specific use, merchantability, or quality of the dirt (soil) sold, delivered, or provided to the Vendee within the State of Florida.

Vendee acknowledges and consents that:

  1. The dirt is provided in “AS IS” condition, including all faults, defects, and states, whether identified or hidden.
  2. Vendor offers no warranties or representations regarding the composition, contamination, compaction, drainage, fertility, or any other physical, chemical, or biological properties of the dirt.
  3. Vendor expressly disclaims any implied warranties of merchantability or fitness for a particular purpose regarding the dirt.
  4. Vendee has been afforded the opportunity to inspect, test, or evaluate the dirt before purchase and accepts all risks related to its use.
  5. Vendor will not be held liable for any direct, indirect, incidental, or consequential damages, including damages resulting from the use, placement, or removal of the dirt.

Vendee recognizes that it is their exclusive responsibility to verify the suitability and acceptability of the dirt for their intended purpose and to follow all applicable federal, state, and local laws, rules, and ordinances.

Terms and Conditions

  1. Scope of Work: Vendor is responsible for supplying only those items explicitly mentioned in this Purchase Order. No further duties or responsibilities shall be assumed by or attributed to the Vendor for other services or materials, unless specifically detailed in this written Purchase Order or mutually agreed upon in writing by the parties.
  2. Payment: Vendee shall provide timely payment to Vendor as specified herein. Should Vendee fail to pay within the designated timeframe, the balance shall accrue interest at the maximum rate permitted by law until settled. Failure to make payments on time shall be deemed a material breach of this Purchase Order, releasing Vendor from any further duties related to this or any other order. If Vendee contests any billed amounts, Vendee must provide a written explanation for every objection and simultaneously deposit the disputed sum with a mutually agreed-upon escrow agent until the matter is settled. Vendor must receive the written objections and confirmation of the escrow deposit within 7 calendar days of the materials being delivered. Providing such notice and securing the funds in escrow are strict conditions precedent to Vendee raising any claims regarding the transaction. Failure to strictly follow this process waives Vendee’s right to assert such claims or defenses. Furthermore, late payment grants Vendor the right to cease material supply and declare the total outstanding balance due within 5 days of written notice. Should Vendor incur costs to collect unpaid sums, Vendee agrees to cover all attorney’s fees, collection expenses, and costs, including appellate fees or expert witness charges.
  3. Property Title: Vendee guarantees the accuracy of the property ownership information provided on the back of this Purchase Order. Vendee shall indemnify and hold Vendor harmless against any inaccuracies or misrepresentations regarding property ownership or the authorization to conduct improvements as envisioned by this agreement.
  4. Warranty: Vendor disclaims all express and implied warranties regarding the materials obtained through this Purchase Order. Vendor further disclaims any statements or promises made by any individual concerning the materials and notifies Vendee that such remarks are not binding. To the fullest extent of the law, Vendor disclaims all warranties arising from custom, practice, or course of dealing, including warranties of merchantability, habitability, and fitness for a particular purpose. Vendee acknowledges reading this section and understands that by signing, they knowingly waive all warranties related to the products or services provided. Materials are sold “AS IS,” including all defects and conditions, whether known or hidden.
  5. Safety: Vendor shall not be held liable to Vendee or any third party for damages resulting from the use, misuse, or hauling of the materials provided. Vendee agrees to indemnify and hold Vendor harmless from all claims, lawsuits, or damages, including legal fees, arising from the transport or use of the products. Vendee accepts all risks associated with loading and transporting the materials, including vehicle damage, personal injury, and road violations.
  6. Entire Agreement: This Purchase Order represents the full agreement between the parties. Vendee acknowledges that no other promises or inducements, oral or written, have been made. This Agreement is binding upon the parties and their heirs, successors, and representatives. If any part of this Order is found to be unenforceable or invalid, the remaining provisions shall remain in effect as if the invalid portion had never been included.
  7. Notices: Any notices required for the Vendor must be in writing and sent to the address provided herein via certified mail (return receipt requested) or overnight express with appropriate postage. The address for notices may be updated through a written agreement between the parties.
  8. Legal Action: Any litigation related to this Purchase Order must be filed exclusively in Hillsborough County, Florida, or as necessary to enforce a lien against the improved property. THE PARTIES VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RIGHT TO A JURY TRIAL FOR ANY DISPUTES ARISING FROM THIS AGREEMENT OR THE CONDUCT OF THE PARTIES. THIS WAIVER IS A MATERIAL INDUCEMENT FOR ENTERING INTO THIS CONTRACT.
  9. Prohibition Against Assignment: The obligations and rights under this Purchase Order may not be assigned to any other party without the prior written consent of all parties involved.
  10. Transportation: Vendee agrees to follow all laws and regulations regarding the transport of purchased materials. Vendee shall utilize equipment maintained according to legal standards; failure to do so allows Vendor the right to refuse loading. Vendee is responsible for securing all loads to prevent debris from falling onto public or private property. Vendor makes no claims regarding the suitability of Vendee’s vehicle and disclaims liability for fines or injuries resulting from transportation. Vendee assumes all liability for the loading and transport of the goods.
  11. Limitation of Liability: Any legal claim against Vendor regarding products must be initiated within one year of purchase. Claims brought after this period are permanently barred. Vendor’s liability shall never exceed the original purchase price of the materials. Vendor is not liable for incidental, indirect, or consequential damages, including lost profits or damage to equipment.
  12. Allocation: If Vendor cannot produce enough product to satisfy all customers, Vendor may distribute available inventory in a manner it deems equitable at its own discretion. Vendor shall not be liable for any failure to fulfill a complete order during such an allocation.
  13. Quantities: Vendor will make a good faith effort to fill orders accurately. However, Vendee acknowledges that Vendor does not use scales and does not guarantee specific material quantities. It is the Vendee’s duty to confirm the quantity before leaving the premises. Leaving the property constitutes a waiver of any claims regarding shortages or overages. Vendor does not guarantee that loads will meet vehicle weight limits, and Vendee is responsible for ensuring their vehicle is not overloaded.
  14. Suitability: Vendee agrees to verify material suitability before customer pickup or delivery. Vendor provides no warranties regarding the materials provided. Vendor specifically disclaims implied warranties of fitness for a particular purpose and merchantability. Products are sold “AS IS.” Vendee accepts the responsibility of ensuring materials meet project specifications and shall hold Vendor harmless from any claims or damages resulting from the unsuitability of the material.