Standard Terms and Conditions of Sale
Priority IAC, Inc. (“Priority”)
Important Information About These Terms and Conditions
These Terms and Conditions constitute a binding contract between Customer and Priority and are referred to herein as either "Terms and Conditions" or this "Agreement". These Terms and Conditions are subject to change without prior notice, except that the Terms and Conditions posted on forhealthycows.com (the “Website”) at the time Customer places an order or signs a Statement of Work will govern the order in question, unless otherwise agreed in writing by Priority and Customer.
These Terms and Conditions shall apply to all orders, whether said order is on the website or any Priority website, via email, verbal (by telephone) or by written orders sent by Customer to Priority, notwithstanding any variance with the terms or conditions of any order or other instrument provided by Customer to Priority. Priority may change these Terms and Conditions; said changes become effective (1) immediately upon written notice to Customer; or (2) thirty (30) days following the posting on the Website. Priority reserves the right to refuse to fill orders from, or otherwise do business with, any party for any reason, whether or not set forth in these Terms and Conditions.
Customer consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet; individual consumers may withdraw consent to receiving electronic records or have the record provided in non-electronic form by contacting Priority. In addition, Internet connectivity requires access services from an Internet access provider. Contact your local access provider for details. Electronic signatures (or copies of signatures sent via electronic means) are the equivalent of written and signed documents.
ACCEPTANCE. Once Customer's order is accepted by Priority, a binding contract is created to purchase and sell the Product identified on Customer's order on these Terms and Conditions. Acceptance of any purchase order may be contingent upon approval of the Customer's credit. Customer may issue a purchase order for administrative purposes only. Additional or different terms and conditions contained in any such purchase order will be null and void. No course of prior dealings between the parties and no usage of trade will be relevant to determine the meaning of these Terms and Conditions or any purchase order or invoice, or any document in electronic or written form that is signed and delivered by each of the parties. This Agreement contains the entire understanding of the parties with respect to the matters contained herein and supersedes and replaces in its entirety any and all prior communications and contemporaneous agreements and understandings, whether oral, written, electronic or implied, if any, between the parties with respect to the subject matter hereof.
PRICES AND CHARGES. All prices contained within the Priority Product catalog or forhealthycows.com website are exclusive of applicable sales, use, and other taxes relating to the sale, purchase, or delivery of the Product and all such taxes shall be paid by Customer. Product prices published by Priority are subject to change without notice. Typographical and other errors in stated prices are subject to correction.
TERMS OF PAYMENT. Generally, the purchase price for Product is due and payable prior to delivery. However, subject to approved credit and to established credit limits, Priority may extend credit, which may be withdrawn at any time in the sole discretion of Priority. Absent terms agreed upon in writing by Priority, the general terms of any credit transaction are:
1. Finance charges are imposed on all past due invoices at the lesser of (i) a periodic rate of 1-1/2% per month (an annual percentage rate 18%), or (ii) a rate per month equal to 1-12th of the maximum annual percentage allowed under applicable state laws. If Customer fails to make payments when due, Priority may recover all incidental and consequential damages caused by Customer's breach, including all fees paid to collection agencies and attorneys' fees and costs without prior notice.
2. Non-sufficient funds checks received by Priority from Customer are subject to a minimum $40.00 service charge. Future orders from any Customer from whom a non-sufficient funds check is received must be paid in full in advance by acceptable credit card, money order, or certified check.
3. Orders for Product refused or cancelled following delivery of Product to the common carrier for shipment will not be accepted by Priority as Product may not be returned or the order cancelled after delivery to common carrier, whether inventoried by Priority or not.
4. No payment by Customer shall contain a restrictive endorsement of any kind. Any payment containing a restrictive endorsement may be accepted by Priority and such acceptance shall not be deemed to be an accord and satisfaction with respect to any obligation of the Customer.
5. Customer must claim any exemption from such taxes, fees or charges at the time of purchase and provide Priority with the necessary supporting documentation.
6. In the event of a payment default, Customer will be responsible for all of Priority’s costs of collection, including, but not limited to, court costs, filing fees and attorneys’ fees.
SHIPMENT, RISK OF LOSS, AND DELAY. The methods of shipment and packaging shall be in accordance with Priority's standard procedures. Priority will use all commercially reasonable efforts to deliver Product to Customer on the schedule requested by Customer. However, Priority shall not be liable for delays in Product shipments for any reason. Product may be delivered in installments and a delay in delivery shall not relieve Customer of the obligation to accept and pay for such installment deliveries.
Unless otherwise agreed to in writing, all transportation and shipping charges shall be invoiced to and paid by Customer. Title to Product shall pass to Customer and Priority's liability as to delivery shall cease on delivery of Product to the common carrier for shipment. Risk of loss or damage to Product shall pass to Customer upon delivery of Product to the common carrier for shipment.
Each order placed by Customer shall constitute a separate and independent transaction, and shall be invoiced separately. All invoices rendered by Priority covering Product not in dispute shall be paid by Customer regardless of disputes relating to other invoices or other delivered or undelivered Product. In the event of dispute regarding an invoice(s), Priority may accept payment on an amount less than that showing under the invoice; however, such acceptance of partial payment shall not constitute acceptance of payment in accord and satisfaction of such dispute unless specifically stated by Priority in writing. Items temporarily out of stock will be back ordered and delivered to Customer upon availability, unless the order is cancelled prior thereto by Customer.
Priority shall not be liable for failure to perform resulting from unforeseen circumstance or causes beyond Priority's direct control.
SECURITY INTEREST. Priority retains and Customer hereby grants to Priority a security interest in shipped Product until the full purchase price has been paid. Customer's failure to pay any amount when due shall give Priority the right to possession and removal of the Product at any time upon giving ten (10) days prior notice. Priority's taking of possession shall be without prejudice to any other remedies Priority may have. Upon request, Customer agrees to execute financing statements or other documents reasonably required by Priority to protect and perfect Priority's security interest in the shipped Product.
INSPECTION AND ACCEPTANCE. Customer shall inspect all shipments of Product upon arrival and shall notify Priority in writing of any overshipments, shortages, defectiveness of Product, or other failures to conform to the order which are reasonably discoverable within five (5) business days of Product delivery. All notifications shall be accompanied by packing slips, inspection reports, and other documents necessary to support Customer's claims. All shortages or other failures to conform not timely reported to Priority as required by this Section will be deemed forever waived by Customer.
LIMITED WARRANTIES. Customer understands that Priority provides a limited warranty for its Products. The complete terms of Priority’s limited warranty are posted on the Website and are incorporated herein by reference. Priority makes no other warranties, express or implied, arising by law or otherwise (INCLUDING BUT NOT LIMITED TO ANY WARRANTY WITH RESPECT TO TITLE, ANY OBLIGATIONS OF PRIORITY WITH RESPECT TO THE IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE OR OTHERWISE, AND ANY OBLIGATION OR LIABILITY OF PRIORITY FROM TORT, OR FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES) or whether or not occasioned by the negligence of Priority. This warranty states the entire obligation of Priority in connection with this transaction. The warranty shall not be extended, altered or varied except by a written instrument signed by Priority and by the respective duly authorized representatives of the parties.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL PRIORITY, ITS AFFILIATES OR ITS OR THEIR SUPPLIERS, SUBCONTRACTORS OR AGENTS BE LIABLE FOR: (A) ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS, REVENUES OR SAVINGS, EVEN IF PRIORITY HAS BEEN ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES OR IF SUCH DAMAGES ARE OTHERWISE FORESEEABLE, IN EACH CASE, WHETHER A CLAIM FOR ANY SUCH LIABILITY IS PREMISED UPON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY OF LIABILITY; (B) ANY CLAIMS, DEMANDS OR ACTIONS AGAINST CUSTOMER BY ANY THIRD PARTY; (C) ANY LOSS OR CLAIM ARISING OUT OF OR IN CONNECTION WITH CUSTOMER'S IMPLEMENTATION OF ANY CONCLUSIONS OR RECOMMENDATIONS BY PRIORITY OR ITS AFFILIATES BASED ON, RESULTING FROM, ARISING OUT OF OR OTHERWISE RELATED TO THE PRODUCTS; OR (D) ANY UNAVAILABILITY OF THE PRODUCT FOR USE. IN THE EVENT OF ANY LIABILITY INCURRED BY PRIORITY OR ANY OF ITS AFFILIATES, THE ENTIRE LIABILITY OF PRIORITY AND ITS AFFILIATES FOR DAMAGES FROM ANY CAUSE WHATSOEVER WILL NOT EXCEED THE GREATER OF: (A) THE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PRODUCT(S) GIVING RISE TO THE CLAIM; (B) THE COST TO REPLACE THE PRODUCT; or (C) $500.00.
Customer expressly waives any claim that it may have against Priority or its affiliates based on any Product liability or infringement or alleged infringement of any patent, copyright, trade secret or other intellectual property rights (each a “Claim”) with respect to any Product and also waives any right to indemnification from Priority against any such Claim made against Customer by a third party. Customer acknowledges that no employee of Priority is authorized to make any representation or warranty on behalf of Priority that is not in this Agreement.
Priority makes no warranty if the Product is covered by a manufacturer's warranty.
PRICING INFORMATION; AVAILABILITY DISCLAIMER. Priority reserves the right to make adjustments to pricing of Products for reasons including, but not limited to, changing market conditions, Product discontinuation, Product unavailability, manufacturer price changes, supplier price changes and errors in advertisements. All orders are subject to Product availability and the availability of personnel to perform the Services. Therefore, Priority cannot guarantee that it will be able to fulfill Customer’s orders. If Services are being performed on a time and materials basis, any estimates provided by Priority are for planning purposes only.
RETURNS-ORDER CANCELLATION. Due to the nature of Priority’s Products, Priority does not accept the return of any Product. Orders may be cancelled prior to shipment.
1. Waiver. Failure by any party to enforce any of its rights hereunder shall not be construed to be a waiver of such party's rights or ability thereafter to enforce any of such party's rights under these Terms and Conditions.
2. Severability. If any one or more of these Terms and Conditions are for any reason be held to be invalid, illegal, or unenforceable, the remaining Terms and Conditions shall be unimpaired and will continue in full force and effect.
3. Headings. Headings are for the purpose of reference only and shall not in any way limit or affect the meaning or interpretation of these Terms and Conditions.
4. Entire Agreement. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all previous terms, conditions, and representations concerning the subject matter hereof.
5. Assignment. Customer may not assign any contract between Priority and Customer without the prior written consent of Priority.
6. Listing Errors. Priority assumes no liability for errors in listings, specifications, Product numbers, or prices contained within the Priority Product literature. Priority reserves the right to change listings, specifications, Product numbers or prices at any time without notice.
7. Limitations on Actions. No action against Priority for breach hereof may be commenced more than one year after the accrual of the cause of action.
8. Technical Advice. Priority assumes no obligation or liability on account of any recommendation, opinion, or advice concerning the choice or use of any Product.
9. Venue. All proceedings involving the performance, interpretation or enforcement of any of the provisions arising out of or relating to these the Order or these Standard Terms and Conditions shall be brought exclusively in the circuit court in Manitowoc County, Wisconsin or the Federal District Court located in Green Bay, Wisconsin. Customer waives any claim that the forum selected is inconvenient.
10. Force Majeure. Neither Customer nor Priority shall be liable for delays occasioned by unforeseeable causes beyond their control and without their fault or negligence; provided, however, that if any such delay occurs, Priority shall have the option to cancel all or any part of the Order. Written notice of any such delay, including the anticipated duration of such delay, must be given by the nonperforming party within ten (10) days of the unforeseeable cause or event.
11. Cancellation. Priority reserves the right at any time and from time to time without cause, to cancel all or any part of the undelivered portion of the Order by notice to Customer. In the event of such cancellation, Priority shall not be liable to Customer for loss of anticipatory profits. The provisions of this paragraph shall not limit or affect Priority's right to terminate the Order for default of Customer.
12. Default. Upon the happening of any one or more of the following events, Priority shall forthwith have the unrestricted right to cancel and terminate the Order without cost or liability to Priority: (1) Customer's insolvency or inability to meet obligations as they become due; (2) filing of voluntary or involuntary petition of bankruptcy by or against Customer; (3) institution of legal proceedings against Customer by creditors or stockholders; (4) appointment of a receiver for Customer by any court of competent jurisdiction. The acceptance of goods or performance after the occurrence of any of the events above enumerated shall not affect the right of Priority to cancel its additional obligations.
13. Amendment. Priority retains the right to amend, modify, add to, or delete any terms contained in these Standard Terms and Conditions. Changes shall be ten (10) business days following the posting of the amended Sales Standard Terms and Conditions on its Website.
14. Electronic Transactions. Priority and Customer agree that all business transactions may be conducted by electronic means, including the use of electronic signatures, subject to Wisconsin Statutes Chapter 137.
15. Notices. Any notice given hereunder shall be deemed duly given when sent by pre-paid, first class mail. Any notice to Priority must be sent to:
Priority IAC Inc.
Attn: Richard Breunig, President
3504 County Road CR
Manitowoc, WI 54220
THE TERMS AND CONDITIONS OF PRODUCT SALES ARE LIMITED TO THOSE CONTAINED HEREIN. ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM DELIVERED BY CUSTOMER ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS AND NOTICE OF OBJECTION TO THEM AND REJECTION OF THEM IS HEREBY GIVEN.
BY ACCEPTING DELIVERY OF THE PRODUCTS OR BY ENGAGING PRIORTY TO PROVIDE PRODUCT OR PERFORM OR PROCURE ANY SERVICES, CUSTOMER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS AND CONDITIONS UNLESS CUSTOMER AND PRIORTY HAVE SIGNED A SEPARATE AGREEMENT, IN WHICH CASE THE SEPARATE AGREEMENT WILL GOVERN.
ANY GENERAL DESCRIPTION OF THE TYPES OF PRODUCTS OR SERVICES AND RESULTS THEREOF POSTED ON ANY PRIORTY WEBSITE OR MOBILE APPLICATION DO NOT CONSTITUTE PART OF THE AGREEMENT BETWEEN PRIORTY AND CUSTOMER.
Collection of your Personal Information
Priority IAC may collect personally identifiable personal information you provide to us including but not limited to your name, address, phone number, and e-mail address. If you purchase Priority IAC's products, we collect billing and credit card information. This information is used to complete the purchase transaction. We may gather additional personal or non-personal information in the future.
Information about your computer hardware and software may be automatically collected by Priority IAC. This information can include: your IP address, browser type, domain names, access times and referring website addresses. This information is used for the operation of the service, to maintain quality of the service, and to provide general statistics regarding use of the Priority IAC website.
Priority IAC encourages you to review the privacy statements of websites you choose to link to from Priority IAC so that you can understand how those websites collect, use and share your information. Priority IAC is not responsible for the privacy statements or other content on websites outside of the Priority IAC website.
You post user supplied content on the Priority IAC website at your own risk. Although we allow you to set privacy options that limit access to your user supplied content; please be aware no security measures are perfect or impenetrable. Therefore, we cannot and do not guarantee the user supplied content you post on the Priority IAC website will not be viewed by unauthorized persons. We are not responsible for circumvention of any privacy settings or security measures contained on the Priority IAC website. You understand and acknowledge that, even after removal, copies of user supplied content may remain viewable in cached and archived pages or if other users, have copied or stored your User Supplied Content.
Any improper collection or misuse of information provided on the forhealthycows.com website is a violation of the Priority IAC Terms of Service and should be reported to email@example.com
By using forhealthycows.com, you are consenting to have your personal information transferred to and processed in the United States of America.
Methods of Collection
forhealthycows.com collects your Personal Information in several different ways.
Providing Information to Us. If you provide information to us, we collect it. For example, if you make a purchase, we collect your name, address, telephone number, e-mail address, and credit card number. If you sign up for a newsletter we collect your e-mail address. If you sign up for our message boards, we collect your chosen user ID and e-mail address.
Communicating With Us. If you communicate with us regarding the Website or any Priority IAC product, we collect any information you provide us in any such communication.
Analytic and Reporting Technologies. We also employ commonly used software technologies to collect certain Non Personal Information such as your IP address, your ISP, your browser type, your operating system, your clickstream patterns, the URL of the website you visited before coming to forhealthycows.com, the amount of time you spent on our site, and the pages you viewed while on our site.
Use of your Personal Information
Priority IAC collects and uses your personal information to operate its website(s) and deliver the products or services you have requested.
Priority IAC may also use your personally identifiable information to inform you of other products or services available from Priority IAC and its resellers, retailers or other affiliates. Priority IAC may also contact you via surveys to conduct research about your opinion of current services or of potential new products or services that may be offered.
Priority IAC does not sell, rent or lease its customer lists to third parties.
Priority IAC may share data with trusted partners to help perform statistical analysis, send you email or postal mail, provide customer support, or arrange for deliveries. All such third parties are prohibited from using your personal information except to provide these services to Priority IAC, and they are required to maintain the confidentiality of your information.
We may also disclose your Personal Information to any successor in interest to our company, including, but not limited to any third party company that may acquire or merge with Priority IAC. In the event of a merger or sale of all or substantially all of the assets of Priority IAC, your Personal Information will most likely be part of the transaction. If such a transaction happens, we will notify you by the methods listed in the Terms of Service concerning the transaction and the transfer of your Personal Information.
Priority IAC may keep track of the websites and pages our users visit within Priority IAC, in order to determine what Priority IAC products are the most popular. This data is used to deliver customized content and advertising within Priority IAC to customers whose behavior indicates that they are interested in a particular subject area.
Priority IAC will disclose your personal information, without notice, only if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on Priority IAC or the site; (b) protect and defend the rights or property of Priority IAC; and, (c) act under exigent circumstances to protect the personal safety of users of Priority IAC, or the public.
Security of your Personal Information
To secure your personal information from unauthorized access, use or disclosure, Priority IAC uses the following:
When personal information (such as a credit card number) is transmitted to other websites, it is protected through the use of encryption, such as the Secure Sockets Layer (SSL) protocol.
However, no protection methods are 100% secure, and therefore we cannot guarantee the 100% security of your Personal Information. We are not responsible for any disclosure of Personal Information due to any errors in transmission of your information, or any unauthorized third party access or any other acts by third parties, or any acts or omissions beyond our reasonable control.
Children Under Thirteen
Priority IAC does not knowingly collect personally identifiable information from children under the age of thirteen. If you are under the age of thirteen, you must ask your parent or guardian for permission to use this website.
Opt-Out & Unsubscribe
We respect your privacy and give you an opportunity to opt-out of receiving announcements of certain information. Users may opt-out of receiving any or all communications from Priority IAC by contacting us here:
- Web page: forhealthycows.com
- Email: firstname.lastname@example.org
- Phone: 920-682-0264
Changes to this Statement
Priority IAC will occasionally update this Statement of Privacy to reflect company and customer feedback. Priority IAC encourages you to periodically review this Statement to be informed of how Priority IAC is protecting your information.
Priority IAC welcomes your questions or comments regarding this Statement of Privacy. If you believe that Priority IAC has not adhered to this Statement, please contact Priority IAC at:
3504 County Road CR
Manitowoc, WI 54220
Email Address: email@example.com
Telephone number: 1-888-444-2030
Effective as of June 1, 2015