Terms and Conditions

Governing Terms

  • The provisions herein govern the transactions and dealings between TopDressing.com and the Customer, whether now or hereinafter occurring, superseding all other communications and agreements between any representative of TopDressing.com and Customer, and constitute the entire agreement between TopDressing.com and Customer. Additional or different terms proposed by Customer and expressed in any form, whether before or after Customer’s receipt of this document, shall not be binding on TopDressing.com
  • TopDressing.com’s silence shall not constitute consent to any additional or different terms. Any changes or additions to this Agreement must be agreed to in writing, signed and dated by authorized representatives of TopDressing.com and Customer.
Payment Terms
  • Payment is due to TopDressing.com upon receipt of invoice. Customer shall notify TopDressing.com in writing within 5 calendar days of
    date of each invoice of any and all objections. Failure of Customer to provide such written notice within the time specified shall result in
    such services, equipment and product being deemed in full accordance with this Agreement and free of defects and any objections to the
    invoice are deemed waived. Should Customer provide such written notice within the time specified, TopDressing.com shall, at its sole
    option, have the right to either attempt to rectify and correct any claimed nonconformity and defect, or to cancel this Agreement without
    further obligation–at which time the Customer shall owe TopDressing.com for the actual costs of materials and time on the project. Any
    invoice not paid within 30 days of its due date shall be subject to interest at the rate of 1.5% per month thereafter.
  • TopDressing.com shall be entitled to recover from Customer a $500 service charge plus any and all costs and expenses, including, but
    not limited to, attorney’s fees at the rate of $350 per hour (which Customer agrees is reasonable), court costs, and litigation expenses
    actually incurred by TopDressing.com in enforcing and/or defending its rights under this Agreement. This agreement is to pay the price
    stated and the price is not subject to reduction based on any error in the estimated area to be serviced.
Indemnification
  • Customer shall indemnify and hold TopDressing.com harmless from and against any and all claims, demands, costs and expenses (including, without limitation, attorney’s fees and litigation expenses) arising or resulting from
    • The breach of any representation, warranty, covenant or duty of Customer in this Agreement;
    • Anything in connection with this Agreement;
    • Damages sustained to any property owned by any person other than Customer;
    • Any damage to Customer’s property or any part thereof;
    • Any act or omission of Customer or its agents or invitees.
  • This indemnification obligation includes any such claims arising solely due to TopDressing.com’s ordinary negligence. This
    indemnification obligation does not apply to claims arising solely because of TopDressing.com’s gross negligence and/or willful
    misconduct. This indemnification agreement includes the duty of Customer to defend TopDressing.com at its sole cost or reimburse
    TopDressing.com’s its reasonable attorney’s fees and costs in defending any suit or claim.

Warranty Disclaimer

  • TopDressing.com is not a manufacturer of any product or goods, and any warranty, if any, on such is that offered by the manufacturer of
    such. TopDressing.com assumes no liability or obligation with regard to any warranty of any product or material supplied
    TopDressing.com MAKES NO GUARANTY OR WARRANTY OF ANY KIND WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, ANY
    IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  • No person or entity is authorized to make any warranty or guaranty on behalf of TopDressing.com. Customer is responsible for feeding,
    watering, and maintaining treated area after TopDressing.com services are applied.

Liability Limitation

  • If there are any defects in goods, products or services, Customer’s sole remedy is the replacement of the defective product. In no event
    shall TopDressing.com be liable for any loss of income or profits, business interruption, any pecuniary loss arising from
    TopDressing.com services and/or insufficient goods and equipment and/or under any incidental, indirect, special or consequential and/or
    punitive damages arising under contract, tort, warranty, negligence, strict liability or any other theory of liability.
  • TopDressing.com is not responsible for acts of nature, including but not limited to weather, wind, rain, lack thereof, or drought. Customer
    is responsible for marking property lines, underground pipes, dog fences, sprinkler heads, utility lines, etc. and lines not marked by UPC.
    In no event shall TopDressing.com be liable, whether monetarily or otherwise, to Customer for damages or the repair of , underground
    pipes, dog fences, sprinkler heads, utility lines, etc. and lines not marked by UPC.

Customer Representations, Warranties, Covenants

  • Customer represents warrants and covenants that:
    • Customer has authority and power to perform its obligations hereunder;
    • All information provided by the Customer on the reverse side hereof and in any other document(s) given by Customer to
      TopDressing.com is true and correct.
  • Customer acknowledges that TopDressing.com is relying upon the truth, accuracy and completeness of Customer’s representations and
    documents.

Default

  • Each of the following constitutes a Customer default:
    • Customer fails to pay any amounts to TopDressing.com, as and when due;
    • Customer breaches any warranty or other provision contained herein;
    • Customer becomes insolvent, a receiver is appointed for Customer, or Customer ceases to do business as a going concern;
    • A petition is filed by or against Customer under any bankruptcy or similar law. In the event of any Customer default,
      TopDressing.com, at its option and in addition to, not in lieu of, any other remedies provided herein, by law or equity, may
      • remove the property of TopDressing.com;
      • accelerate payment of and declare all amounts owing hereunder immediately due and payable;
      • recover any amounts owing by Customer to TopDressing.com; and
      • pursue any and all other rights available to TopDressing.com at law or in equity.

Miscellaneous

  • Notices shall be in writing by certified mail to the persons and addresses provided on the reverse side;
  • TopDressing.com at all times shall be acting as an independent contractor and not be deemed to be an agent, employee, joint
    venturer or partner of Customer. Customer shall have no authority to contract for or otherwise bind TopDressing.com;
  • This Agreement remains binding on the Customer in the event of a change of management, sale, assignment or other transfer of
    the business and/or assets. Customer may not assign this Agreement or any of its rights or responsibilities hereunder unless
    TopDressing.com agrees in writing;
  • This Agreement and matters arising hereunder shall be governed by and construed in accordance with State of Georgia laws;
  • Rights and remedies afforded TopDressing.com hereunder are in addition to, not in lieu of, those available under law or equity.
    Each right/remedy shall be cumulative;
  • No waiver of any terms shall be effective unless such is in writing and signed by an authorized TopDressing.com representative;
  • The Customer hereby relieves TopDressing.com from any duty to mitigate damages if Customer defaults as provided in this
    Agreement;
  • Any and all rights granted to Customer under any state or federal law or regulation are expressly waived except as delineated
    herein;
  • Customer consents to the jurisdiction and venue of any court including the geographic boundaries of Cobb County Georgia in
    the event of a suit to enforce its obligations under this Agreement;
  • In the event that any term or provision of this Agreement is found to be void for any reason, such shall not affect the validity of
    the remaining parts of this Agreement, which shall be read as if the void term or provision were not included in this agreement.