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Por Yoel Molina, Esq., Propietario y Operador de la Oficina Legal de Yoel Molina, P.A.

Florida Plant Nurseries & Landscape Supply Companies: A Legal Playbook for Contracts, Credit & Collections (Miami-Dade Guide)

Who This Is For

• Wholesale and retail plant nurseries
• Landscape material suppliers (trees, palms, shrubs, sod, mulch, rock, soil, fertilizers)
• Growers shipping to contractors, HOAs, municipalities, developers, and retailers
• Garden centers with delivery/installation services or third-party logistics
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Executive Checklist (Start Here)

• Register and maintain proper business licensing, tax accounts, and agricultural/nursery registrations as required by Florida and your local jurisdiction.
• Standardize Terms & Conditions of Sale that attach to every quote, ticket, delivery, and invoice.
• Use a robust Credit Application + Personal Guaranty for trade credit customers.
• Define delivery, risk of loss, and acceptance procedures with tight timelines for claims.
• Clarify quality, substitutions, grading, and survivability for living plant material.
• Set pricing, quotes, and escalation rules—especially during shortages or storms.
• Preserve lien and bond rights when supplying to construction projects in Florida.
• Implement a collections playbook (interest, late fees, demand schedule, stop-delivery).
• Manage returns, restocking, and biosecurity (no returns on plant material once delivered).
• Require Certificates of Insurance and COIs for third-party installers or haulers you hire.
• Lock in venue, dispute resolution, and attorney’s fees (Miami-Dade, Florida law).
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Contracts & Documents You Need Every Day

1) Master Terms & Conditions of Sale (T&Cs)

• Offer, Acceptance, and Entire Agreement: Your written terms control; buyer’s POs with conflicting terms do not.
• Pricing and Quotes: Quotes expire after a stated period; prices subject to change for market conditions, fuel surcharges, or unusual handling.
• Payment Terms: Net days, early-pay discounts, late-payment interest, and recovery of reasonable attorney’s fees and costs.
• Risk of Loss & Title: Clarify when risk passes (e.g., upon loading at your facility for customer pickup; upon delivery curbside; or upon tender to the carrier for common-carrier shipments).
• Delivery Windows & Access: Customer must provide safe access, clear unloading zones, and onsite acceptance. Missed delivery = redelivery fee.
• Inspection, Acceptance & Claims: Customer must inspect upon delivery; written claims for shortages or visible damage due within 24 hours; latent issues within a short, reasonable window (e.g., 3 business days).
• Living Plant Material Disclaimer: Plants are living products; survivability depends on site conditions and care. Limit any warranty to conformity to grade/spec at delivery. No guarantee against pests, disease, or post-delivery stress unless expressly sold with a separate survivability warranty.
• Substitutions & Grading: Allow substitutions of comparable species/size/grade when market shortages occur, with prior approval or contract language that pre-approves equivalents.
• Returns: No returns of plant material after delivery; non-plant items may be returned if unused, within a defined period, with restocking fee.
• Force Majeure & Weather: Hurricanes, floods, freezes, and supply interruptions excuse performance or allow schedule changes without penalty.
• Limitation of Liability: Cap damages (e.g., invoice price of the goods supplied) and exclude consequential damages (lost profits, delay penalties).
• Florida Law & Venue: Florida law with venue in Miami-Dade County.

2) Credit Application + Personal Guaranty

• Customer Profile: Legal entity name, FEIN, officers/owners, AP contacts, resale certificate if applicable.
• Bank & Trade References: Authorization to verify credit and bank information.
• Security Interests: Consider a security interest in goods and proceeds (especially for large accounts or equipment sales).
• Personal Guaranty: For closely held or thinly capitalized buyers, require an owner guaranty. This dramatically improves recoveries if the business stalls.
• Credit Limits & Review: Establish limits; reserve the right to suspend shipments on delinquency or adverse credit changes.

3) Purchase Orders & Order Confirmations

• Reference customer PO, delivery location, date/time window, unloading method, and contact on site.
• List species, size, grade, container/balled-and-burlapped (B&B) details, quantities, unit prices, and any approved substitutions.
• Attach your T&Cs or link to a URL with the full text (and state that acceptance of goods = acceptance of terms).

4) Delivery Tickets & Proof of Delivery (POD)

• Include order details, driver notes, and a signature line for received in good condition.
• If the customer refuses to sign, document refusal with time-stamped photos and driver note.
• Capture geo-tagged photos of pallets/plant sets at drop, especially for curbside or site deliveries.

5) Installation Agreements (If You Plant or Subcontract)

• Scope: Planting only vs. full landscape install; soil prep, staking, irrigation tie-ins, mulch, cleanup, and haul-off.
• Site Conditions: Customer responsible for utilities locates, access, and irrigation functionality.
• Watering & Care: Post-install care is customer’s responsibility unless you sell a maintenance program.
• Limited Survivability Warranty (If Offered): Define conditions (proof of irrigation, soil moisture standards, pest control), warranty window (e.g., 30–90 days), and one-time replacement only, excluding acts of God or neglect.

Quality, Substitutions & Plant Survivability—Set Expectations

• Grading Standards: Reference recognized nursery or landscape grading standards for size, caliper, form, and root condition.
• Market Volatility: State that seasonal storms, freezes, and logistics cause shortages; you may offer pre-approved equivalents or adjust delivery sequences.
• Photography & Color Variance: Photos are illustrative; natural variations occur.
• Handling After Delivery: Once delivered, buyer is responsible for timely planting, acclimation, and watering. Heat, salt spray, wind, and urban microclimates matter—disclaim responsibility beyond delivery unless you maintain the plants.

Pricing, Surcharges & Escalation

• Quote Expiration: Prevent “price anchoring” months later by expiring quotes after a short window.
• Fuel & Special Handling: Add transparent fuel or heavy-item surcharges and equipment fees (e.g., loader time, crane, or moffett).
• Hurricane/Freeze Clauses: Permit re-pricing or cancellation without penalty when catastrophic events disrupt supply chains or destroy stock.
• Promotions: Put start/end dates in writing and exclude custom/special orders.

Biosecurity, Returns & Special Orders

• No Returns on Plant Material: Once living material leaves your control, it may carry pests or pathogens back—don’t allow it to return to your inventory.
• Special Orders / BTO: For custom digs or unusual sizes, require non-refundable deposits and clear timelines.
• Phytosanitary / Quarantine: If shipping interstate/internationally, address certificates and who pays for inspections or delays.

E-Commerce & Payment Policies

• Online T&Cs & Privacy Policy: Make them conspicuous at checkout; require checkbox acceptance.
• Payment Methods: Clarify card fees (if any), ACH details, and chargeback policies.
• Curbside & Third-Party Delivery: State risk transfer points and what counts as “delivery” (e.g., curbside drop with photo proof).
• Lead Times & Split Shipments: Communicate partial fills and backorders to avoid disputes.

Collections: Practical Steps That Work

• Invoice Clarity: Job name/site, itemized materials, delivery date/time, signed POD, photos, and any change approvals.
• Reminder Cadence: Friendly reminder at 3–5 days past due, formal notice at 15 days, demand letter at 30 days, then placement for collection or legal action per your policy.
• Late Fees & Interest: Enforce what your contract allows; consistency is key.
• Stop-Delivery Rights: Reserve and use the right to suspend deliveries on delinquent accounts.
• Settlement Options: Offer conditional waivers/releases tied to certified funds; use payment plans with personal guaranties when appropriate.

Supplying Construction Projects? Protect Your Lien/Bond Rights

• Project Intake: At the time of first order, capture the legal project name, owner, GC, and whether a payment bond exists.
• Notices: Track statutory notice deadlines from your first furnishing of materials to preserve rights on private jobs; for public/bonded work, follow the bond’s notice and claim procedures.
• Documentation: Keep quotes, confirmations, tickets, PODs, and photos organized by project. These are your exhibits if payment stalls.
• Releases: Issue conditional lien releases when exchanging for payments in process; release unconditionally only on cleared funds.

Insurance, Subcontractors & Logistics

• COIs from Installers/Haulers: If you hire third parties, require general liability, auto, and cargo coverage with you named as additional insured where appropriate.
• Indemnity & Limits: Use balanced indemnity and limitation of liability tailored to delivery and installation risks.
• Driver Safety & Site Rules: Spell out waiting time charges, off-hours fees, and the right to refuse unsafe off-road deliveries.
• Equipment: Allocate responsibility for pallets, racks, or reusable containers; include deposit and return policies.

Five Frequent Pitfalls (and How to Avoid Them)

• Verbal Substitutions Become Disputes: Always confirm substitutions in writing with price and grade.
• Unlimited Survivability Expectations: Put survivability disclaimers front and center; offer a paid maintenance/warranty program if you want that revenue—don’t give it away.
• Vague Delivery Terms: Define delivery windows, access, off-loading method, and who provides equipment. Attach redelivery and waiting-time fees.
• Loose Credit Accounts: Require personal guaranties for small or new contractors; review limits quarterly, and lock accounts after repeated lateness.
• Missing Lien/Bond Procedures: Train your team to gather project data on day one and calendar notice deadlines. Rights lost = leverage lost.

Growth Moves: From Seasonal to Sustainable

• Pre-Booked Programs: Offer contractors seasonal reserves (e.g., spring trees, fall shrubs) with deposits and scheduled draws.
• Bundle & Upsell: Pair plants with soil, mulch, fertilizer, and delivery bundles at price breaks; higher AOV, fewer invoices.
• Route Discipline: Optimize delivery routes; charge for small drops below a minimum order to protect margins.
• Data & CRM: Track claims, credits, and slow-pay history by customer and job; use this to set pricing and credit decisions.
• Acquisitions: If buying a nursery or book of contractor accounts, diligence recurring revenue, survival rates on installs, chargeback history, and top-customer concentration before you sign.

How Our Firm Helps Nurseries & Landscape Suppliers

• Draft Terms & Conditions of Sale, credit applications, and personal guaranties
• Build delivery/POD workflows and claims procedures that hold up in disputes
• Protect and enforce lien and bond rights on construction projects
• Create installation agreements with realistic survivability terms and warranties
• Design collections playbooks (demand templates, settlement terms, release strategies)
• Review insurance, subcontractor, and logistics contracts to balance risk and cost

Let’s Talk