GENERAL SALES TERMS AND CONDITIONS
American Cultivation and Extraction Services, LLC (“Seller”)
For purposes of these General Sales Terms and Conditions (“Terms”), all references to “Buyer” shall mean the buyer identified in any purchase order accepted by the Seller. The Terms are as follows:
ACCEPTANCE - ENTIRE AGREEMENT: All orders are subject to acceptance at Seller’s corporate office, upon the terms and conditions set forth herein, and no order is binding upon Seller until such acceptance occurs. In response to an order request, Seller shall provide Buyer with a Product Quote for review, signature and return to Seller. Acceptance of an order shall occur following receipt of signed Product Quote from Buyer and only upon written confirmation by Seller delivered to Buyer by electronic mail, fax or other means. These terms and conditions (and any other documents executed by the Seller and Buyer) constitute the entire agreement between the parties and supersede any prior or contemporaneous representations, warranties, proposals, terms, conditions or agreements unless modified by writing signed by an authorized representative of Seller. No accepted order shall be subject to cancellation unless approved in writing by Seller.
PRICES: Product prices are shown on the Product Quote. Any sales, excise or other government charge payable by Seller to federal, state or local authority which is now or hereafter imposed upon sales or shipments will be added to the purchase price. Buyer agrees to reimburse Seller for any such tax or provide Seller with acceptable tax exemption or resale certificate for the state into which the products are delivered.
SHIPPING AND DELIVERY TERMS: Unless otherwise agreed to by the parties in writing, all products ordered by Buyer shall be shipped FOB Seller's facilities located in North Carolina. Buyer shall bear all risk of loss following release of the product to Buyer’s designated carrier at Seller's facilities in North Carolina. Buyer shall be responsible for all shipping costs to Buyer’s shipping destination as quoted by the designated carrier based on the weight of the products and packaging, including the cost of insurance and cost incurred for confirmed delivery. Buyer shall be responsible for proper shipping conditions for the product, including temperature control. International shipping and shipping to destinations outside the mainland U.S. will result in increased shipping costs to be paid by Buyer.
SHIPPING RELEASE DATES: Shipping release dates are estimates based upon conditions prevailing at the date of quotation and are subject to change in the event of a subsequent change in conditions which materially affect Seller's manufacturing schedule or ability to complete Buyer's order.
SHORTAGES: Should Seller be unable to complete an order in full at the time of shipment, Seller shall notify Buyer of the shortage and reserves the right to re-process the order within a reasonable time frame for back order shipment of the full order to Buyer. Should Buyer claim the quantity or type of product received was not as originally reported released to Buyer’s carrier for shipment, Buyer must notify Seller in writing with supporting information within five (5) days after receipt of shipment. Should the information and investigation conducted establish an incorrect shipment release by Seller, Seller will reship the order shortage or corrected product without charge to the Buyer. Buyer bears all risk of any loss which occurs after release for shipment.
LIMITED WARRANTY: Seller warrants that its hemp biomass and CBD oil products will meet specifications as described in the Certificate of Analysis and Product Quote following proper transport and storage for a period of fourteen (14) days from date the Buyer receives the product, (“Warranty Period”). This limited express warranty is made only to the original purchaser, is not assignable and will be void in the event of shipping damage, damage caused by improper use, improper transport or storage conditions, vandalism, malicious mischief, accident or abuse.
SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED AND HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, WHETHER AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE, WITH RESPECT TO PRODUCTS SOLD BY SELLER TO BUYER. NO VERBAL STATEMENTS BY SELLER'S AGENTS OR EMPLOYEES, MADE BEFORE OR AFTER THE DATE OF THIS ORDER SHALL BE CONSTRUED AS CREATING ANY WARRANTIES, EXPRESS OR IMPLIED, FROM SELLER. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING USE OF THE PRODUCT FOR ANY PURPOSE, INCLUDING BUYER’S FURTHER DISTRIBUTION, PROCESSING, AND SALE OF THE PRODUCT, INCLUDING USE OF THE PRODUCT IN APPLICATIONS INVOLVING THE DIAGNOSIS, CURE, MITIGATION, TREATMENT OR PREVENTION OF DISEASE.
If Buyer has reason to believe that Seller’s product does not conform with the limited express warranty stated above and written notice is provided to Seller within the Warranty Period, then upon verification of product defect in breach of Seller’s limited express warranty, evidenced in a manner as Seller may require, including return of the product to Seller, freight prepaid to Seller’s facility in North Carolina, Seller will, at its option, (1) furnish to Buyer a replacement product without charge, delivered to Buyer freight prepaid by Seller, (2) issue to the account of Buyer a credit equivalent to the purchase price for the product, or (3) if unable to deliver the product as ordered, issue Buyer a refund. Replacement of a product will not extend the Warranty Period.
THE FOREGOING SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY FOR ANY DELAY IN SHIPPING RELEASE DATE OR DEFECT OR NONCONFORMITY IN SELLER’S PRODUCT OR WHICH CONSITUTES A BREACH OF SELLER’S LIMITED EXPRESS WARRANTY AND IN NO EVENT SHALL BUYER BE ENTITLED TO CLAIM OR RECOVER ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTAL DAMAGES FROM SELLER OF ANY NATURE WHATSOEVER, INCLUDING, WITHOUT LIMITATION, BUSINESS INTERRUPTION COSTS, LOSS OF PROFITS OR REVENUE, OVERHEAD, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, DOWN TIME OR LOSS OF USE, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
If, notwithstanding the foregoing, Seller is determined to be obligated to Buyer for any damages or costs related in any manner to the product, including without limitation damages related to defects or nonconformities in the product or failure to comply with any delivery schedule or obligations, then whether the claim is in contract, tort, warranty or otherwise, Seller’s liability will not exceed the price paid by Buyer to Seller for the specific product giving rise to the claim. The provisions of this contract allocate between Seller and Buyer the risks regarding any claim related to Seller’s products and Seller’s pricing to Buyer reflects such allocation of risk and the contractual limitation of Seller’s liability stated herein.
SEED SALES: BUYER AGREES TO AND ACCEPTS ALL PURCHASED SEEDS “AS-IS” AND WITHOUT WARRANTY. Buyer hereby acknowledges that Seller has permitted and encouraged Buyer to inspect the seeds prior to purchase and that Buyer has either inspected the seeds or, alternatively, Buyer has waived its right to inspect the seeds. A failure of a purchaser to request the opportunity to inspect the seeds ahead of the purchase shall be deemed a waiver of right to inspect. The limitation of remedies and damages recoverable stated in paragraph 6 above shall also apply to the sale of seeds.
COMPLIANCE WITH LAWS AND REGULATIONS: Buyer will be solely responsible for compliance with all applicable laws, rules and regulations related to its purchase, use, processing and further distribution and sale of the products from Seller, including without limitation, if applicable, (i) Good Manufacturing Practices as promulgated by the United States Food and Drug Administration and specified in the U.S. Code of Federal Regulations Part 111, as amended, (ii) marketing, packaging and labeling of the product, (iii) any required permit, license, registration, or other authorization required for or applicable to its purchase, use or sale of the products, and (iv) any tax or other government charge levied upon the product, its sale, use or shipment.
ORDER CANCELLATION: No accepted purchase order is subject to cancellation, deferment or change in terms without the written agreement of Seller. Unless a product fails to meet the express limited warranty as described in paragraph 6 above, no products shall be returned to Seller for refund. All sales are final.
FORCE MAJEURE: Seller shall not be liable for any default in, delay, reduction, or failure of, delivery due to causes beyond its control, including, without limitation, strikes, floods, lock outs, disputes or disagreements resulting in work stoppages, inability to timely acquire the products, raw materials or components from Seller's supplier for reasons beyond Seller's control, embargoes, government regulations, military service, war, delays by carriers, lack of shipping facilities, unavoidable casualties, fires, storms, explosions, epidemics, civil disturbances, acts of God or public enemy, or any other causes or conditions in addition to the foregoing which are beyond Seller's control.
INTELLECTUAL PROPERTY: All of Seller’s trade names, logos, trademarks, service marks and product descriptions (the “Intellectual Property”) belong to and are property of the Seller and shall not be used without Seller’s prior express written permission. Buyer shall not edit, modify, redact, or in any manner change the Intellectual Property of Seller.
APPLICABLE LAW AND JURISDICTION: This contract shall be governed and construed in accordance with the laws of the State of North Carolina, without regard to principles of conflicts of law. Buyer hereby consents to the personal jurisdiction of the state and federal courts located in Guilford County, North Carolina with regard to any lawsuit arising out of this contract, or any goods or services provided by Seller to Buyer or any agreement, obligation or transaction between Seller and Buyer.
WAIVER: No waiver by either party, whether express or implied, of any provision of this contract or any breach or default by either party, shall constitute a continuing waiver or waiver of any other provision or provisions of this contract and no such waiver by either party shall prevent such party from enforcing any and all provisions of this contract as to any subsequent breach or default by the other party under any provisions of this contract.
CUMULATIVE RIGHTS: All rights and remedies of Seller under this contract are in addition to Seller's other rights and remedies provided by law and are cumulative, not alternative.
SEPARABILITY: If any provision of this contract is or becomes, at any time, under any law, rule, or regulation, unenforceable or invalid, no other provision of this contract shall be affected thereby and the remaining provisions of this contract shall continue with the same effect as if such unenforceable or invalid provisions shall not have been inserted in this contract.
MODIFICATION: These Terms are subject to future revision and modification by Seller in its discretion.