Hives Delivery Order - Terms and Conditions
1. Scope of Applicability
1.1 These Terms and Conditions (“T&Cs”) apply to the provision of hives by BeeHero Inc. (“BeeHero”) (or its representatives, suppliers or subcontractors) and related logistics services to the recipient (the “Recipient”) listed in the Hive Delivery Order (the “Delivery Order”) notwithstanding any conflicting or additional terms and conditions in any purchase order or other communication from the Recipient. No such conflicting or additional terms and conditions shall be deemed accepted by BeeHero unless and until BeeHero expressly confirms acceptance in writing by its authorized representative.
1.2 BeeHero reserves the right to change these T&Cs at any time. BeeHero will give the Recipient thirty calendar days’ notice of any material changes to the T&Cs by email. Recipient can review the most updated version of these T&Cs at any time by visiting this page [add link]. Any material revision to the terms will become effective within 30 days of notice (unless Recipient sent a rejection notice within those 30 days in which case, the parties will negotiate the changes in good faith) and all other changes will become effective on the date BeeHero publishes those changes.
1.3 All Delivery Orders are subject to the availability of hives. These T&Cs and the applicable Delivery Order will commence on the last date of signature in the Delivery Order and will continue until the removal of hives, unless earlier terminated, all in accordance with the terms hereof. Sections intended to survive termination or expiration, including, without limitation, Sections 6-10 will so survive.
2. Prices and Terms of Payment
2.1 The payment terms and prices for delivery of hives shall be as set forth in the Delivery Order. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority.
2.2 Recipient shall pay amounts by wire transfer, check or digital payment methods to BeeHero. All payments are non-refundable (except as explicitly stated otherwise in these T&Cs).
2.3 If Recipient fail to pay any invoices within three business days from the applicable due date of payment specified in the Delivery Order, BeeHero may suspend delivery of any hives under any Delivery Order until payment is made or terminate delivery of any Delivery Order or a portion thereof by providing written notice of termination to Recipient within seven calendar days. This shall be in addition to, and not in limitation of, any other rights or remedies to which BeeHero are or may be entitled at law or in equity.
3. Terms of Delivery and Late Delivery; Removal of Hives
3.1 BeeHero will deploy, or may use a third party to deploy, to Recipient beehives in the amount listed in the Delivery Order in the locations listed in the Delivery Order (“Locations”). The deployment dates of hives shall be those set forth in the Delivery Order. Provided however that, unless expressly stated otherwise in the Delivery Order, all hives shall be shipped only following the first payment, regardless of the deployment date stated in the Delivery Order (“Deployment Date”).
3.2 Subject to 3.1, if BeeHero fails to deliver hives within seven calendar days of the agreed Deployment Date, Recipient may terminate the applicable Delivery Order in whole or in part (as to those hives affected by the delay) by providing written notice of termination to BeeHero within seven calendar days of the expiration of the grace period.
3.3 BeeHero reserve the right to make delivery in installments.
3.4 BeeHero shall remove the hives after the end of the pollination season, as reasonably determined by BeeHero, in consultation with Recipient.
3.5 “Logistics Services” means services of delivery and removal of hives as detailed under Sections 3.1-3.4. If BeeHero is not designated as providing Logistics Services to Recipient under the Delivery Order, Recipient will be responsible to pick-up the hives from BeeHero locations (specified in the Delivery Order) and deliver them to the final Location (as determined by Recipient), remove hives and deliver all hives back to BeeHero locations (as will be provided by BeeHero prior to removal). If hives are transferred by Recipient or any third party on Recipient’s behalf, Recipient is responsible for any loss, damage or penalty resulting from such activities.
4. Acceptance of Hives. Recipient will receive a statement of delivery upon delivery (or pick-up, as applicable) of hives via email (“Delivery Statement”). Recipient is deemed to have accepted delivery of hives unless written notice of rejection specifying the reasons for rejection is received by BeeHero within 48 hours after delivery of the hives.
5. Recipient Obligations
5.1 If any of the hives are found to be missing, stolen; tampered, defective or damaged, or the bee population in any Hive has been reduced, due to Recipient’s negligence, willful misconduct or breach of these T&Cs, Recipient shall, upon BeeHero’s first written request, pay the value of each individual hive in an amount of US$225 per hive in addition to the hive price listed in the Delivery Order.
5.2 Recipient hereby warrants, represents and covenants that: (i) it shall not modify, remove, disrupt or otherwise alter the hives or change Locations (unless authorized in writing by BeeHero); (ii) Bee hives may have sensors (the “Sensors”) installed on or around them. Recipient will not remove or uninstall any Sensors from any hives provided; (iii) it shall apply proper handling and care of hives, irrigation methods and supply of clean water at the Location, and application of insecticides and disposal of pesticides; (iii) it shall not use any chemical materials known to be harmful to bees at the Location prior to the Deployment Date and during the term; (iv) it shall advise BeeHero if any such chemical materials were applied at the Location prior to the Deployment Date; and (v) it shall provide BeeHero and its personnel with continuous access to the Locations before and during the term, for the purpose of inspecting, managing and treating the conditions of the hives.
6. Disclaimer of Warranty. TO THE EXTENT PERMITTED BY APPLICABLE LAWS, BEEHERO PROVIDES HIVES AND SERVICES TO RECIPIENT ON AN “AS IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE OR ACCURACY.
7. Title and Intellectual Property. Title to hives, Sensors and any other equipment delivered and all intellectual property rights related thereto shall remain vested in BeeHero (or its suppliers) and shall not pass to Recipient. This contract does not convey ownership of hives or grants a license to use BeeHero’s solution. It is only intended lease hives and provide related Logistical Services for the limited duration of the term.
8. Limitation of Liability. IN NO EVENT WILL BEEHERO BE LIABLE FOR LOST PROFITS, LOSS OF USE, LOSS OF DATA, CROP LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT BEEHERO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BEEHERO’S MAXIMUM AGGREGATE LIABILITY UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE PAYMENTS PAID BY THE RECIPIENT UNDER THE APPLICABLE DELIVERY ORDER.
9. Notices. All notices given under these T&Cs shall be in writing and shall be deemed to have been duly given: (i) upon receipt, when delivered personally or by email; and (ii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, if sent by standard first class (or local equivalent) mail.
10. Miscellaneous. Recipient may not transfer, assign or novate its rights or obligations under these T&Cs to any third party, and any such purported assignment shall be null and void. The United Nations Convention for the International Sale of Goods shall not apply to these T&Cs. These T&Cs together with the Delivery Order constitute the entire agreement between BeeHero and Recipient and supersede any previous agreements or representations, either oral or written. No waiver of any provision of these T&Cs shall constitute a waiver of any other provision(s). Failure of either party to enforce any provision of these T&CS shall not constitute a waiver of such provision. Should any provision of these T&Cs be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these T&Cs shall remain in full force and effect and shall be construed in accordance with the modified provision. These T&Cs entered into shall be governed by and construed in accordance with the laws of New York without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings shall be instituted exclusively before the competent courts of New York. Except for Recipient’s obligation to pay amounts due, neither party shall be liable for any loss, damage, or penalty resulting from such party’s failure to perform its obligations hereunder when such failure is due to a force majeure event, including flood, pandemic, epidemic, earthquake, fire, acts of God, military insurrection, acts of terrorism, civil riot, or labor strikes or any event out of a party’s reasonable control.