The following terms and conditions (the “Terms and Conditions”) shall constitute the agreement (the “Agreement”) between Willow Group, Ltd, (“Willow Group,” “Seller” or us) and purchaser (you or “Purchaser”) with respect to the sale of products by Seller to Purchaser.  This Agreement incorporates the product type, quantity and shipment date terms set forth in your purchase order, when accepted by Willow Group. All other terms set forth in the purchase order, including but not limited to, terms related to express or implied warranties, are superseded and replaced by the Terms and Conditions. In the event of any conflict between the terms contained in your purchase order and these Terms and Conditions, the Terms and Conditions shall control.

Price & Measurements:

All prices are Wholesale Net F.O.B. Batavia, New York. F.O.B. points are at seller’s discretion. Prices, minimums and carton pack quantities are subject to change without notice. All measurements are approximate outside measurements (length, width, height, overall height for handle baskets). Additionally, our products are all hand produced; as a result, size, color and weaves may vary.

Order Minimums:

$100.00 Minimum initial order. $100.00 Minimum reorder. $30.00 service charge on orders under minimum. There are individual minimums per item, please see item for specifics.

Method of Payment:

We accept VISA, MasterCard, Discover and American Express.
Upon credit approval, our standard account terms are net 30 days. A minimum of three (3) trade references and one (1) bank reference may be requested. Under certain conditions, we may require an advance deposit or prepayment of an order. A late charge of 1.5% per month will be assessed to account balances not paid in accordance with our terms.
Willow Group, Ltd. is a reporting subscriber to Dun & Bradstreet.

Claims:

It is our corporate policy (so stated on your invoice) that all claims must be made within seven (7) days upon receipt of the merchandise. Claims made after this time period may not be honored.  All shipments must be inspected immediately. Please contact our office directly to file a claim and have all necessary paperwork on hand.

Returns: 

Any authorized return of undamaged merchandise either returned/refused will be subject to a 20% restocking fee and appropriate freight charges. No undamaged merchandise will be accepted after thirty days (30). Credit is not allowed on worn or used products. No return merchandise will be credited without a return authorization issued by Willow Group, Ltd.

Shipping:

If no shipping instructions are supplied, we will use our discretion to ship via the best and most economical way. Willow Group, Ltd.'s preferred ground carrier is Federal Express. Please advise our customer service representative of your preferred carrier. Freight will display as zero on the checkout page online since we will not know the amount until all of the items are packaged at shipping. This doesn’t mean the order is free freight.

Back Orders:

Any unshipped merchandise totaling $100.00 or more may be back ordered unless “no back order” is specified. All back orders of less than $100.00 may be canceled. All back orders may be canceled at 60 days unless otherwise specified on the order. Please call or email our customer service department for any cancellations or reinstatements.

Title and Risk of Loss:

Title and risk of loss shall pass to Purchaser at the time of delivery to the carrier for shipment.  This provision shall apply even if a price is quoted F.O.B. destination.

Direct Import/Custom Orders:

Willow Group, Ltd. can provide sourcing, development and execution for your special requirements. Please contact our office or your sales representative for any special orders. Minimum quantities and extended lead times may apply.

Intellectual Property:

Purchaser shall not use Seller’s intellectual property, whether tangible or intangible, including, but not limited to, Seller’s designs, descriptions, illustrations, artwork, photographs, layouts, trademarks or trade names (“Intellectual Property”), without Seller’s prior written approval.  No license or right to use Seller’s Intellectual Property is implied or granted herein.

Disclaimer:

Seller has not made and does not make, nor shall seller be deemed to have made or given, and hereby expressly disclaims, any warranty, guaranty or representation, express or implied, including, but not limited to, merchandise design, value condition, quality, durability, suitability, merchantability, fitness for a particular purpose, noninfringement of any intellectual property right of any third party, or express or implies warranties as to quality or correspondence with prior description or sample.  If merchandise is purchased by way of a purchase order or similar document, that document is deemed to include this disclaimer of express and implied warranties, regardless of whether the purchase order or document is silent or contrary to this disclaimer.  Purchaser shall examine merchandise upon receipt.  Before merchandise is used, and within seven (7) days from receipt of shipment, Purchaser shall notify Seller in writing of any claims on account of damage, shortage or otherwise.  Failure to so notify Seller shall be deemed acceptance and constitute a waiver by Purchaser of all claims with respect to such merchandise.

Indemnification:

Purchaser shall indemnify, defend and hold seller harmless from and against all actual or alleged liability, loss, damage, cost and expense, including actual attorney’s fees and court costs, to third parties resulting from purchaser’s beach of this agreement, or from the use of merchandise  while such merchandise is in purchaser’s or purchaser’s end-user’s, possession or control.  In addition, purchaser agrees to defend, indemnify and hold seller harmless from any and all liability, loss, damage, cost and expense, including actual attorney’s fees and court costs, which seller may suffer or incur arising from purchaser’s resale of merchandise, purchaser’s or end-user’s labels, packaging, specifications, sale or use of merchandise, including but not limited to, actual or alleged patent, trademark or copyright infringement.

Limitation of Liability:

Seller’s maximum liability for any breach of this Agreement, or any other claim related to the merchandise, shall be limited to the price of the merchandise or portion thereof sold to Purchaser hereunder.  In no event shall seller be liable for any consequential, incidental, special or punitive damages, including but not limited to any damages for lost profits or business opportunities or damage to reputation.

Entire Agreement/Amendments/Assignment:

Any other previous oral or written communications, representations, agreements or understanding between the Seller and Purchaser are no longer of any force and effect; this Agreement supersedes and replaces all prior agreements between Seller and Purchaser, and constitutes the entire agreement and understanding between the parties, concerning the sale and purchase of merchandise.  This Agreement shall not be modified or amended orally, or by any course of dealing or trade usage, but only in writing executed by both parties, and shall not be assigned by Purchaser without the express written consent of Seller.  The terms and conditions of this Agreement shall be binding upon each parties successors and assigns, as applicable.  Seller may, without the consent of Purchaser, assign its rights hereunder, including its rights to collect and receive payment of amounts due hereunder.

Governing Jurisdiction:

This agreement shall be governed by and construed in accordance with the State Laws of New York and shall be deemed entered into at Seller’s place of business.  The Parties hereto and hereby consent to the adjudication of any controversy arising under the contract by the Courts of the State of New York located in Genesee County or Monroe County, New York.

Sales Tax:

Resale Certificates are required to be on file with us to be exempt from sales tax.

Force Majeure:

If Seller’s ability to deliver merchandise is impaired due to circumstances beyond Seller’s reasonable control, including but not limited to fire, flood, government action, acts of God, wars, insurrections perils of the sea, accidents, labor disputes or shortages, or inability to obtain from its usual sources raw material, materials, (including energy), finished goods, equipment, or transportation, Seller shall be excused without liability from making delivery to the extent of such impairment. If Seller’s ability to deliver a product is reduced due to such circumstances, Seller may reduce the contract quantity upon notice to Purchaser.