Terms and Conditions

Please read these terms and conditions carefully. They contain important information concerning customer’s (“Customer”) legal rights, warranties, obligations and available dispute resolution remedies. They also provide that if Milligan Creek Ag ("Milligan Creek Ag") is unable to resolve any matter to Customer’s satisfaction, Customer will exclusively use arbitration to decide the dispute and Customer will bring its claim solely on an individual basis and not in a class action or representative proceeding.

Except in those instances where Milligan Creek Ag and a Wholesale Customer (“Wholesale Customer”) enter into a written contract for the purchase of products and/or services providing for separate terms of sale, the following terms and conditions will apply. For clarification, the term “Customer” includes Wholesale Customers as well as individuals, and the term Wholesale Customer includes, but is not limited to, government, institutional, and educational customers.

Milligan Creek Ag reserves the right to revise these Terms and Conditions at any time.

A. SALES POLICIES FOR PRODUCTS

1.        Retail and Wholesale.

Milligan Creek Ag offers its products for retail sale to Customers and for wholesale sale to Wholesale Customers.

2.        Prices.

A. “Web Prices” displayed on mcreekag.com: (i) are offered to Customers that do not have other pricing arrangements with Milligan Creek Ag; (ii) are subject to these Terms and Conditions; (iii) are available for orders placed on mcreekag.com; (iv) do not include freight, handling fees, taxes, and/or duties; and (v) are subject to change or correction at any time and without notice.

B. Customers that have other pricing arrangements with Milligan Creek Ag can view the prices available to them by reviewing contracts, emails or other written or verbal communication with Milligan Creek Ag. Export orders may be subject to other special pricing.

C. Milligan Creek Ag reserves the right, in its sole discretion, to offer a volume discount (“Volume Discount”) to Customers based upon the quantity of products purchased in a single transaction. Volume Discount pricing is subject to product availability, and quantity limits may apply. Resale by Customers at retail or online of products purchased under Volume Discount pricing is prohibited. Milligan Creek Ag reserves the right to: (i) accept or reject any Volume Discount order; or (ii) charge the full price for the product in the event that Volume Discount priced items are returned.

3.        Shipping Charges

Most orders ship for the dollar amount stated at checkout in the 3rd-party shopping cart system on our Web site. However, that shopping cart system cannot correctly calculate the shipping cost in all situations.

If we find that the shipping amount you were charged on an order is below actual shipping costs, we will notify you by email of any additional shipping charge and place a hold on your order until we hear back from you. You may (A) pay the additional shipping charge amount or (B) cancel your order for a full refund. A refund of the amount you paid for the order is your sole remedy for an incorrect shipping charge. Milligan Creek Ag will not be responsible for lost time, lost opportunity, or any other problem or cost you may experience due to holding your order for an additional shipping payment.

If we find that our shopping cart system overcharged you for shipping contrary to the shipping policies stated on our Web site, we will refund the amount of the overcharge.

4.        Sales Tax.

Customer is responsible for payment of all applicable state and local taxes, or for providing a valid sales tax exemption certificate. When placing an order, Customer shall indicate which products are tax exempt. Due to limitations of our shopping cart system at mcreekag.com, Milligan Creek Ag may honor sales tax exemptions by providing a refund of sales taxes paid when an order was placed by the Customer.

5.        Payment and Credit Terms.

Milligan Creek Ag accepts payment by credit cards and PayPal on the mcreekag.com Web site. For Wholesale Customers, Milligan Creek Ag accepts payment by check, money order, credit cards and PayPal. For Customers with established Milligan Creek Ag credit, payment terms are net thirty (30) days from the date of invoice of products. All credit extended by Milligan Creek Ag and the limits of such credit, is at Milligan Creek Ag’s sole discretion, and may be reduced or revoked by Milligan Creek Ag at any time and for any reason. Milligan Creek Ag reserves the right to charge Customer a late payment fee at the rate of one and one-half percent (1-1/2%) of the amount due for each month or portion thereof that the amount due remains unpaid, or such amount as may be permitted under applicable law. Cash discounts are not allowed. All payments must be made in U.S. dollars. Milligan Creek Ag has the right of set-off and deduction for any sums owed by the Customer to Milligan Creek Ag.

If the Customer fails to make payment within thirty (30) days of the invoice date, or fails to comply with Milligan Creek Ag’s credit terms, or fails to supply adequate assurance of full performance to Milligan Creek Ag within a reasonable time after requested by Milligan Creek Ag (such time as specified in Milligan Creek Ag's request), Milligan Creek Ag may defer shipments until such payment or compliance is made, require cash in advance for any further shipments, demand immediate payment of all amounts then owed, elect to pursue collection action (including without limitation, attorneys’ fees and any and all other associated costs of collection), and/or may, at its option, cancel all or any part of an unshipped order. If Customer fails to comply with these payment terms, Milligan Creek Ag may, at its sole discretion, and without notice, immediately terminate any agreements it has with Customer. Upon such termination all amounts owed by Customer to Milligan Creek Ag shall become immediately due and payable.

Milligan Creek Ag has the right, at any time and in its sole discretion, to immediately change the terms of any credit extended to Customer if: (i) there is a material change in Customer’s financial capability or creditworthiness; (ii) Wholesale Customer enters into or signs an agreement regarding any Change of Control; or (iii) a trustee, receiver or examiner is appointed for Wholesale Customer or its affiliates or subsidiaries or Wholesale Customer’s plan of reorganization is confirmed by a U.S. Bankruptcy Court. “Change of Control” means any (x) sale, lease, or other disposition of all or substantially all of Wholesale Customer’s assets; (y) transaction or series of related transactions (by stock sale or otherwise) in which any person or entity becomes the beneficial owner, directly or indirectly, of more than 50% of Wholesale Customer’s voting control; or (z) merger or consolidation involving Wholesale Customer.

Wholesale Customer hereby unconditionally guarantees payment as a primary obligor of, as provided herein, all purchases made by Wholesale Customer, its subsidiaries and affiliates. Each of Wholesale Customer’s subsidiaries and affiliates purchasing from Milligan Creek Ag are jointly and severally liable for all purchases made by Wholesale Customer and its subsidiaries, and Wholesale Customer is also acting as agent for such subsidiaries and affiliates. Wholesale Customer further agrees to defend, indemnify and hold harmless Milligan Creek Ag from any and all claims, injuries, damages, losses or suits, including, without limitation, attorneys’ fees and costs, arising out of, or in connection with any attempt to disgorge or recover payments to Milligan Creek Ag made on behalf of Wholesale Customer by a subsidiary and affiliate on the grounds that such payment was improper, unauthorized, or constituted a fraudulent transfer.

6.        Credit Balance.

Customer agrees that any credit balance(s) issued by Milligan Creek Ag must be used within two (2) years from the date the credit was issued and may only be used for purchases of products. Any unused credit or portion thereof will automatically expire after two (2) years, or be processed pursuant to state law.

Product appearance may differ from photos on our Web site or in promotional materials, because we obtain materials from different sources at different times. In some cases the specifications of those materials may also vary. For example, though our Web site might specify 5/64-inch chain we might supply 3/32-inch chain instead if we can buy it at a lower price than 5/64-inch chain at some point in time—with the goal being to keep our retail prices low. In no case will we provide materials which are less suitable for their intended use.

B. DISPUTE RESOLUTION - ARBITRATION

Any dispute of any sort that might arise between Milligan Creek Ag and Customer, including any matters or disputes relating to or arising from the purchase or use of any product, service, or information offered or made available through Milligan Creek Ag, or arising from or relating to any communication between Customer and Milligan Creek Ag or its agents, will be resolved by binding arbitration, rather than in court, and solely on an individual basis and not in a class, consolidated or representative action, except that Customer may assert claims in small claims court if Customer’s claims qualify.

Customer acknowledges and agrees that it is waiving the right to sue or go to court to secure relief. The Federal Arbitration Act and federal arbitration law apply to all disputes between Milligan Creek Ag and Customer, including any disputes relating to or arising from any purchases made by Customer.

Customer must submit any disputes between Milligan Creek Ag and Customer to final and binding arbitration under the International Rules of Arbitration of the American Arbitration Association, by one or more arbitrators appointed in accordance with the said Rules.  Notwithstanding these rules, however, such proceeding shall be governed by the laws of the State of Missouri. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount. Further, the arbitrator(s) shall have no authority to award punitive, consequential or other damages not measured by the prevailing party’s actual damages in any arbitration initiated under this section, except as may be required by statute.

C. LIMITATION OF REMEDIES

Milligan Creek Ag shall not be liable for incidental or consequential losses, damages or expenses, directly or indirectly arising from the sale, handling or use of the products, or from any other cause with respect to the products or this agreement, whether such claim is based upon breach of contract, breach of warranty, strict liability in tort, negligence or any other legal theory. Milligan Creek Ag’s liability hereunder in any case is expressly limited, at Milligan Creek Ag’s election, to repair or replacement of products not complying with this agreement, or to the repayment of, or crediting Customer with, an amount equal to the purchase price of such products. Any claim by Customer with reference to the products sold hereunder for any cause shall be deemed waived by Customer unless submitted to Milligan Creek Ag in writing within thirty (30) days from the date Customer discovered, or should have discovered, any claimed breach. Any action for claims arising under this agreement must be commenced within one year following delivery of the goods.

D. SHIPPING POLICY

Shipment of products purchased through the mcreekag.com Web site shall be governed by the shipping policies and fees posted on mcreekag.com at the time of purchase, except that the below Force Majeure statement applies to all shipments.

For purchases made outside of mcreekag.com such as wholesale or contract purchases (i) All costs imposed by the carrier related to any shipment shall be paid by Milligan Creek Ag and charged to Customer. (ii) COD shipments are not permitted. (iii) Fuel surcharges and other surcharges may be applied. (iv) Title and risk of loss pass to Customer upon tender of shipment to the carrier. If the product is damaged in transit, Customer's only recourse is to file a claim with the carrier. (v) Shipping fees and additional shipping terms may be made between Customer and Milligan Creek Ag at the time of purchase and specified by email or other written communication.

Force Majeure. Milligan Creek Ag shall not be liable for delays in shipment or default in delivery for any reason of force majeure or for any cause beyond Milligan Creek Ag's reasonable control. Milligan Creek Ag shall have such additional time for performance as may be reasonably necessary under the circumstances. Acceptance by Customer of any products shall constitute a waiver by Customer of any claim for damages on account of any delay in delivery of such products.

E. PRODUCT LIMITED WARRANTY

Milligan Creek Ag WARRANTS PRODUCTS AGAINST DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE FOR A PERIOD OF NINETY (90) DAYS AFTER THE DATE OF INVOICE FROM Milligan Creek Ag, UNLESS OTHERWISE STATED. PROVIDED THAT Milligan Creek Ag ACCEPTS THE PRODUCT FOR RETURN DURING THE LIMITED WARRANTY PERIOD, Milligan Creek Ag MAY, AT ITS OPTION: (i) REPAIR; (ii) REPLACE; OR (iii) REFUND THE AMOUNT PAID BY THE CUSTOMER. CUSTOMER MUST RETURN THE PRODUCT TO Milligan Creek Ag, SHIPPING COSTS PREPAID. Milligan Creek Ag's REPAIR, REPLACEMENT, OR REFUND OF AMOUNTS PAID BY CUSTOMER FOR THE PRODUCT, SHALL BE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY.

Milligan Creek Ag DISCLAIMS ANY LIABILITY FOR CLAIMS ARISING OUT OF PRODUCT MISUSE, IMPROPER PRODUCT SELECTION, IMPROPER INSTALLATION, PRODUCT MODIFICATION, MISREPAIR OR MISAPPLICATION. Milligan Creek Ag EXPRESSLY DISCLAIMS ANY LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES TO THE EXTENT PERMISSIBLE. Milligan Creek Ag'S LIABILITY IN ALL EVENTS IS LIMITED TO THE PURCHASE PRICE PAID FOR THE PRODUCT THAT GIVES RISE TO ANY LIABILITY.

THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY AND OTHER RIGHTS MAY BE AVAILABLE.

F. COPYRIGHT

Visitors to mcreekag.com may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell in any way any information, documents, graphics, or other materials obtained from mcreekag.com, except that all such materials may be viewed in their present form and may be downloaded on any single computer and one copy may be printed for personal, noncommercial use, provided all copyright and other proprietary notices are kept intact and remain visible on the printed materials.