LR ACQUISITION LLC D/B/A LAWN RANGERS
GENERAL TERMS AND CONDITIONS OF SALE AND SERVICE
1. Definitions.
These General Terms and Conditions (these “Terms”) are issued by LR Acquisition LLC d/b/a Lawn Rangers (“Service Provider”). For purposes of these Terms:
“Agreement” means, collectively, these Terms and the Order Document, including any attachments, exhibits, quotes, proposals, work orders, invoices, or schedules incorporated therein.
“Order Document” means the quote, proposal, work order, invoice, services agreement, or other document issued by Service Provider that references these Terms (whether attached as Exhibit A, printed on the reverse or face of the document, provided separately, or posted on Service Provider’s website) and describes or bills for the Work performed or to be performed.
“Equipment” means any goods, materials, plant material, sod, mulch, hardscape materials, irrigation components, or other products supplied by Service Provider under this Agreement.
“Services” means all labor, lawn care, landscape installation, landscape maintenance (including recurring or subscription maintenance), irrigation installation and repair, tree and shrub installation, hardscape installation, fertilization and pest/weed control applications, and other services provided by Service Provider.
“Work” means, collectively, the Equipment and Services described in the Order Document.
2. Applicability.
These Terms govern all sales of Equipment and provision of Services by Service Provider to any customer (“Customer”). The Order Document and these Terms together constitute the entire Agreement between the parties. These Terms control over any conflicting or additional terms in any Customer document. No Customer purchase order, acknowledgment, or other form shall modify these Terms. By signing or accepting the Order Document, issuing a purchase order, making payment on any invoice, or permitting Work to begin or continue, Customer expressly accepts these Terms. For Customers receiving recurring or subscription lawn care, landscape maintenance, or irrigation Services, each invoice issued for those Services constitutes an Order Document, and Customer’s acceptance of Services, or payment of any such invoice, after having received or been provided access to these Terms (including by posting on Service Provider’s website) constitutes Customer’s continuing acceptance of these Terms for all subsequent invoices for the same Services.
3. Scope of Work.
Service Provider shall furnish the Equipment and perform the Services described in the Order Document (collectively, the “Work”). All Work is governed exclusively by these Terms.
4. Customer Responsibilities and Site Conditions.
Customer shall: (a) provide safe, clear, and unobstructed access to the premises and work areas, including gates, irrigation controllers, and water sources; (b) identify and mark, or cause to be marked, all private underground utilities, irrigation lines, invisible fencing, and lighting wiring not covered by New Mexico 811 locate services; (c) restrain or remove pets from work areas during Service Provider’s visits; (d) obtain all necessary approvals, permits, and HOA or landlord consents before Work begins; and (e) promptly furnish any information or approvals requested by Service Provider.
Customer is solely responsible for pre-existing conditions, unmarked private utilities, and any delays or additional costs caused by its acts, omissions, or site conditions. Service Provider shall not be liable for any resulting delays, extra costs, or damage to unmarked underground lines or utilities.
5. Changes.
Any modification to the scope, price, or schedule of the Work must be documented in a written Change Order signed by both parties, or confirmed in writing (including by email or text). Service Provider may charge Customer on a time-and-materials basis for evaluating any change requests.
6. Price and Payment.
All prices are set forth in the Order Document. Recurring maintenance Services are billed as set forth in the Order Document, unless otherwise agreed. Payment for one-time installation or project Work is due upon completion, or as otherwise specified in the Order Document. Customer shall pay all applicable taxes and reimburse Service Provider for reasonable travel and out-of-pocket expenses.
Late payments accrue interest at the rate of 1.5% per month (18% per annum), or the maximum rate permitted by law, whichever is less, from the due date until paid in full. Non-payment constitutes a material breach. Service Provider may immediately suspend or stop all Work, including recurring maintenance Services, for non-payment (without notice), or after five (5) days’ notice for other breaches. Customer shall reimburse Service Provider for all reasonable costs of collection, including collection agency fees and attorneys’ fees, incurred in collecting any past-due amount, whether or not litigation is commenced. Service Provider may file and enforce liens or other security interests available to it under New Mexico law for unpaid Work constituting an improvement to real property. Title to all Equipment passes to Customer only upon full payment. Risk of loss passes to Customer upon delivery or installation of the Equipment at the job site.
7. Warranties.
(a) Services Warranty. Service Provider warrants only that the Services will be performed in a professional and workmanlike manner consistent with industry standards, for the following limited periods, and subject to the exclusions below:
• Landscape and hardscape installation labor: one (1) year from completion.
• Irrigation system installation: one (1) year from substantial completion, if the system continues to be inspected and maintained by Service Provider; thirty (30) days if Customer or a third party maintains the system.
• Trees, shrubs, and other plant material (excluding sod): one (1) year from installation, if Service Provider both irrigates (using Customer’s irrigation system) and otherwise maintains the plant material; thirty (30) days if Customer or a third party irrigates or maintains the plant material.
• Sod: ninety (90) days from installation, if Service Provider both irrigates (using Customer’s irrigation system) and otherwise maintains the sod; no warranty is provided if Customer or a third party irrigates or maintains the sod, due to its sensitivity to watering, weather, and site conditions beyond Service Provider’s control in that circumstance.
• Recurring or subscription lawn care, mowing, trimming, fertilization, and pest/weed control Services: provided on a best-efforts basis with no warranty of results; Service Provider will re-perform any visit not completed to industry standard if Customer provides written notice within five (5) days of the visit.
• Repair, replacement, or other work on pre-existing landscape features, equipment, or improvements installed by others: provided AS IS with no warranty.
(b) Equipment Warranty. Service Provider passes through only the manufacturer’s warranty, if any and to the extent assignable. Service Provider provides no additional equipment warranty.
(c) Exclusions. Warranties do not cover damage or failure caused by drought, freeze, storm, or other weather event; disease or pest infestation not caused by Service Provider’s installation; vandalism, theft, or third-party damage; wildlife; Customer’s or a third party’s failure to water, fertilize, or otherwise maintain the Work in accordance with Service Provider’s instructions; damage to unmarked underground utilities or irrigation lines; or normal wear and tear. Warranties are effective only upon Customer’s payment in full for the Work giving rise to the claim.
(d) Exclusive Remedy. Service Provider’s sole obligation, and Customer’s exclusive remedy, for any breach of warranty is, at Service Provider’s sole option, to repair, re-perform, replace (on a one-time basis), issue a credit, or refund the price paid for the defective portion. Customer must provide written notice of any warranty claim within the applicable warranty period. Travel charges apply for non-warranty service calls, and Customer shall pay for any additional services required. No extended warranties are provided unless separately purchased.
EXCEPT AS EXPRESSLY SET FORTH ABOVE, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
8. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY NEW MEXICO LAW, SERVICE PROVIDER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE, OR LOST-PROFIT DAMAGES OF ANY KIND (INCLUDING LOSS OF USE, REVENUE, PROFIT, DATA, OR BUSINESS INTERRUPTION), WHETHER ARISING FROM BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR SERVICE PROVIDER WAS ADVISED OF THEIR POSSIBILITY.
Service Provider’s aggregate liability for any and all claims arising out of or related to this Agreement or the Work shall not exceed the total amounts actually paid by Customer to Service Provider, in the one-year period immediately preceding the claim, for the specific Work giving rise to the claim. These limitations apply even if any limited remedy fails of its essential purpose and shall survive termination or expiration. Nothing in this Section shall limit Service Provider’s liability for its own gross negligence or willful misconduct to the extent such limitation is prohibited by New Mexico law.
9. Termination.
Service Provider may terminate this Agreement immediately upon written notice if Customer fails to pay any amount when due or commits any other material breach. Recurring or subscription maintenance Services renew automatically for successive terms (typically monthly or annually, as specified in the Order Document) unless either party gives at least thirty (30) days’ written notice of non-renewal or cancellation. For other breaches, termination may occur after thirty (30) days’ notice if the breach remains uncured. Upon completion or termination, final inspection and payment are due.
10. Force Majeure.
Service Provider shall not be liable for any delay or failure to perform caused by events beyond its reasonable control, including weather, drought, freeze, water restrictions, strikes, supply chain disruptions, governmental actions, or other force majeure events.
11. Relationship of the Parties; Assignment.
The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship. Service Provider may assign its rights or delegate its duties, and may use subcontractors in its sole discretion without prior notice to Customer. Customer may not assign this Agreement or any of its rights or obligations without Service Provider’s prior written consent. Any attempted assignment or delegation by Customer in violation of this Section shall be null and void.
12. Governing Law, Venue, and Dispute Resolution.
This Agreement shall be governed by the laws of the State of New Mexico. Any legal action shall be brought exclusively in the state or federal courts located in the county where the Work is primarily performed, and the parties consent to the jurisdiction of such courts. The parties shall first attempt in good faith to resolve any dispute amicably within ten (10) working days (except for non-payment disputes, which may proceed immediately). Either party may seek immediate injunctive relief at any time. The prevailing party in any litigation shall be entitled to recover its reasonable attorneys’ fees and costs.
13. General Provisions.
These Terms constitute the entire agreement between the parties and supersede all prior understandings. This Agreement may be amended only by a writing signed by both parties, except that Service Provider may update these Terms from time to time for future Order Documents by providing notice to Customer (including by posting updated Terms on Service Provider’s website or including them with new invoices). Each Order Document is governed by the version of these Terms in effect on the date that Order Document is issued, as identified by the revision number and date shown on these Terms. If any provision is held invalid, the remainder shall continue in full force. Provisions that by their nature should survive (including Warranties, Limitation of Liability, and Governing Law) shall survive termination or expiration. All notices must be in writing and may be delivered by email to the most recent email address provided by the receiving party. These Terms become effective upon Customer’s acceptance of the Order Document, Customer’s payment of any invoice referencing these Terms, or Service Provider’s commencement of the Work, whichever occurs first.