Terms and Conditions of Quote and Sale

Bucanna Labs

1. Applicability. The following Terms and Conditions of Quote and Sale (“Terms”) shall apply to any sale of goods or services by Bucanna Labs (“Bucanna Labs”) to Purchaser (this “Agreement”). Purchaser shall be deemed to have full knowledge and acceptance of this Agreement and such Terms shall be binding if the goods and services referred to herein are delivered to and accepted by Purchaser. This Agreement shall prevail over any of Purchaser’s general or other terms. Other than this Agreement, any terms from Purchaser are void. Performance by Bucanna Labs does not constitute acceptance of any of Purchaser’s terms and conditions and does not modify or amend this Agreement.
2. Term. This Agreement shall commence on the date indicated on the Quote (“Effective Date”) and continue until the first anniversary of this Agreement (the “Initial Term”). This Agreement shall automatically renew at the end of such Initial Term for successive one (1) year terms (“Renewal Term(s)”, together with the “Initial Term” shall be referred to herein as the “Term”), unless a party provides notice of non-renewal not less than one hundred twenty (120) days prior to the expiration of the then current Term.
3. Product Quotes. Unless otherwise stated, Bucanna Labs’ quotations shall be null and void unless accepted by Purchaser within three (3) business days from the date on such quote. Quotes may be subject to change before order placement, due to increased material costs and or other factors that could impact the final cost of production and final understanding of the product required. If the items quoted do not reflect the Purchaser’s intended product requirements, Bucanna Labs will not be held responsible for increased costs for those product changes. Bucanna Labs reserves the right to edit or re-quote any portion of a previously submitted quotation subject to the final understanding of the product required by the Purchaser.
4. Compliance Standards. Bucanna Labs tests its material based on California cannabis compliance standards only and warrants that such materials meet California’s cannabis compliance standards. Compliance standards in other states shall have no effect on Bucanna Labs’ products in the event of a variance in the COA or a refund/return request.
5. Terms of Payment.
   1. For Authorized Purchasers: Orders of Bucanna Labs product will require payment in full prior to shipment of said product, unless otherwise agreed to in writing between Bucanna Labs and Purchaser.
   2. Customized Ingredients: Orders of Bucanna Labs customized ingredients or white label products require a fifty percent (50%) deposit prior to the initiation of the project with full payment due prior to shipment of the product, unless otherwise agreed upon in writing between Bucanna Labs and Purchaser.
   3. Late Payments. For all late payments, Bucanna Labs reserves the right to charge Purchaser interest on such overdue payments. Interest of 2% per month (24% per annum) is charged on all overdue accounts, unless otherwise specified. The charging of such interest shall not be construed as obligating Bucanna Labs to grant any extension of time in the terms of payment. All goods remain the property of Bucanna Labs, until the balance is paid in full to Bucanna Labs.
6. Title. Title to the goods or any part thereof shall not pass from Bucanna Labs to Purchaser until all payments due hereunder are received, except as otherwise expressly stated herein. If Purchaser defaults on a required payment, Purchaser agrees that Bucanna Labs may retain all payments which have been made on account of the purchase price as liquidated damages. Bucanna Labs shall be free to enter the premises where the goods may be located and remove them as Bucanna Labs’ property, and without prejudice to Bucanna Labs’ right to recover any further expenses or damages Bucanna Labs may suffer by reason of such nonpayment.
7. Taxes. Prices do not include Goods & Services Tax, Provincial or Municipal sales, use, value-added or similar tax. All applicable taxes are in addition to the quoted prices and borne by Purchaser.
8. Lead Time, Delivery, & Delays. Lead time is determined only when final material/finish selection and formulation approvals are received by Bucanna Labs from the Purchaser. The accuracy of Bucanna Labs’ lead times, is created to the best of its ability with the information provided by Purchaser. By purchasing product, Purchaser accepts this Agreement. The quoted lead time does not account for delays that could potentially occur for special materials required by Purchaser which are outside of the standard finishes and materials. Bucanna Labs will notify the Purchaser if and when a material delay occurs and adjust the lead time accordingly. Purchaser may choose to ship part of the order at their discretion and expense. Otherwise the entire order will ship with the delayed portion at a later date. Bucanna Labs may extend delivery schedules or may, at its option, cancel Purchaser’s order in full or in part without liability other than to return any deposit or prepayment which is unearned by reason of the cancellation.
9. Changes and Cancellation. Orders accepted by Bucanna Labs are not subject to changes or cancellation by Purchaser without the written consent of Bucanna Labs. In such cases where Bucanna Labs authorizes changes (“Change Order Request”) or cancellation (“Cancel Order Request”), Bucanna Labs reserves the right to charge the Purchaser additional reasonable costs based upon expenses already incurred and commitments made by Bucanna Labs, including, without limitation, any labor done, material purchased and also including supplier’s usual overhead and reasonable profit and cancellation charges from Bucanna Labs’ suppliers. Bucanna Labs will communicate to Purchaser additional costs incurred by way of the order’s cancellation or change. Revised orders shall include applicable costs incurred and modification to lead times (if applicable). The Purchaser must provide Bucanna Labs written acknowledgement of the additional costs, before any changes can be processed on the order. A minimum charge of $100.00 NET Change Order Request fee will apply. A minimum charge of $150.00 NET Cancel Order Request fee will apply.
10. Shipping Location, Shipping Quotes, Cost of Transportation. Unless otherwise stated, all prices are F.O.B. from a Bucanna Labs warehouse, production center, or affiliate manufacturer location. Customary methods of transportation shall be selected by Bucanna Labs and such transportation will be at Purchaser’s expense. Shipping quotations are made at time of product quote and are outside the control of Bucanna Labs. Shipping quotes are valid for three (3) business days from the time of quote. We do our best to maintain shipping costs as quoted, however all shipping weights are approximate only, various materials and packaging methods may add to the weights given. All quoted prices, unless otherwise stated on the quotation, are based on the current exchange rates, tariffs, fuel surcharges and costs of manufacture and are subject to change by Bucanna Labs with or without notice until Purchaser’s acceptance. Bucanna Labs does not assume responsibility or liability for shipping costs, product during transit, or variances from the shipping weights in our quotation. Special methods of transportation will be used upon Purchaser’s request and at Purchaser’s additional expense, provided reasonable advanced notice of Purchaser’s transportation requirements prior to shipment. Bucanna Labs will notify the Purchaser prior to shipping product if shipping costs as quoted change, at which point the client must approve the adjusted shipping costs.
11. Receiving Product & Reporting Damages. Upon receipt of Bucanna Labs product, the receiver of the goods must immediately inspect the product to ensure it is free of shipping damage. If the product is deemed in good order, the receiver of the product must ensure to sign off on the accompanying carriers Bill of Lading in good condition, where applicable. Bucanna Labs’ responsibility for the product ceases once the product has been received and signed off in good order and is the full responsibility of the receiver and subsequent owner. In the event shipping damage is discovered during receipt of shipment, it is the responsibility of the receiver to ensure all noted damage is recorded on the carrier’s Bill of Lading prior to sign off. All noted shipping damage claims must be reported to Bucanna Labs within 24 hours of receipt of the product onsite, failure to do so will result in the claim being deemed null and void. All shipping damage claims are to be reported directly to Bucanna Labs’ Shipping Manager. Please submit the claim by email directly to Bucanna Labs. Bucanna Labs will not accept any shipping damage claims submitted after 24 hours and it shall be conclusively presumed that the goods were delivered in good condition.
12. Storage. Bucanna Labs shall not be held responsible for any potential damages or shortages for product shipped and received by Purchaser and is subsequently placed into storage and not inspected within 24 hours of receipt.
13. Limitation of Liability & Indemnity.

    In no event shall Bucanna Labs be liable to Purchaser or to any third party for any loss of use, revenue or profit or diminution in value, or for any consequential, incidental, indirect, exemplary, special or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, exceeding the total purchase amount from the applicable purchase order, regardless of whether such damage was foreseeable and whether or not such party has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

14. Indemnification.

    Purchaser will indemnify, defend and hold harmless Bucanna Labs and its subsidiaries, affiliates, successors or assigns and their respective owners, officers, and employees and Bucanna Labs’s customers from and against any and all damages, losses, and costs they incur (including reasonable defense costs and attorney fees) in connection with any claim, allegation, loss, injury, death, damage, liability, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including attorney and professional fees and costs, that directly or indirectly arise from or relate to rights and liabilities related to this Agreement including: (a) any breach by Purchaser of any provision of this Agreement; (b) the negligence or willful misconduct of Purchaser; (c) any violation of any applicable law by Purchaser; and (d) any claim or action related to product liability; in each case, whether arising from or in connection with a demand, action, regulatory action, lawsuit, proceeding (including proceedings under the US Bankruptcy Code), judgment, settlement, appeal or other post judgment proceeding and whether asserted in contract, tort, strict liability or otherwise.

15. Disclaimer of Warranties.

    Notwithstanding the warranty in Section 3, Bucanna Labs makes no warranty whatsoever with respect to rights and liabilities related to the product or this Agreement, including any (A) warranty of merchantability; (B) warranty of fitness for a particular purpose; or (C) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade or otherwise. Bucanna Labs’ sole obligation and Purchaser’s sole remedy for any breach of this Agreement by Bucanna Labs shall be, at Bucanna Labs’ sole discretion, replacement product or amounts paid under this Agreement.

16. Force Majeure. Bucanna Labs shall not be responsible or liable for any loss or damage incurred by Purchaser herein resulting from causes beyond the reasonable control of Bucanna Labs including, but without limitation, abuse, misuse or accident, alteration or modification of product by customer or third party, normal wear and tear, improper handling or incorrect use, the substitution of components not approved or authorized by Bucanna Labs, improper storage, and environmental conditions such as irregular temperature control either inside or outside the environment, acts of God, fire, flood, delays in transportation, or the failure of Bucanna Labs’ suppliers to meet their delivery promises. The acceptance of delivery of the goods by Purchaser shall constitute a waiver of all claims for loss or damage due to any delay whatsoever.
17. Returned Goods. No goods may be returned to Bucanna Labs for a credit or exchanged without Bucanna Labs’ prior written consent. Bucanna Labs reserves the right to accept all returns subject to a handling/restocking charge or to decline all returns. Even after Bucanna Labs has authorized the return of goods for credit, Bucanna Labs reserves the right to adjust the amount of any credit given to Purchaser on return of the goods based on the conditions of the goods on arrival in Bucanna Labs’ warehouse. Credit for returned goods will be issued to Purchaser only where such goods are returned by Purchaser and not by any subsequent owner of the goods. Goods will be considered for return only if they are in their original condition and packaging. Bucanna Labs Goods Return Authorization Form shall be issued and must accompany all shipments returning back to the factory or warehouse. Return freight must be prepaid by Purchaser and a minimum 20% re-stocking fee will apply unless otherwise agreed upon in writing by Bucanna Labs. Bucanna Labs will only honor replacements or refunds on materials that do not test within a five percent (5%) variance of the provided COA. Furthermore, the testing must be done at the same lab that is on the COA in order to be eligible for a refund or replacement.
18. Product Recall. Upon identification of information (including without limitation consumer complaints, regulatory communications, or analytical results) that could reasonably be expected to result in a voluntary or involuntary recall of any product from the market, the party identifying such information shall immediately notify the other party. To the extent any recall results from the negligence, omission, misfeasance, or breach of this Agreement by a party, the cost of implementing any such recall (including without limitation a health hazard analysis, freight, handling charges, consumer reimbursements, and the cost of the Product recalled) shall be borne by such party. Both parties shall fully cooperate with each other in evaluating the need for and implementation of any recall. The final decision as to any recall of any product shall be made by Bucanna Labs, except that Purchaser shall not be prohibited from taking any action, including, without limitation, initiating a recall, that Purchaser reasonably believes it is required to take to comply with applicable law or, in the case of a recall, for which it may be required to bear implementation costs under the preceding sentence. If Purchaser initiates a recall without prior authorization from Bucanna Labs, Purchaser shall bear full responsibility for the implementation of such recall, including all associated costs.
19. Non-Circumvention. Purchaser agrees that it shall not, directly or indirectly, without Bucanna Labs’s prior written consent, solicit, engage in, or attempt to engage in, potential business transactions with any of Bucanna Labs’s vendors or subcontractors used in connection with this Agreement and products under this Agreement. Purchaser acknowledges that the remedy at law for any breach of this Section 19 will be inadequate, and Bucanna Labs shall, in addition to whatever other remedies it may have, be entitled to injunctive relief.
20. Confidentiality. This Agreement is confidential, and Purchaser shall not disclose the content of this Agreement or any portion thereof to any third party. Bucanna Labs may provide Purchaser with certain confidential or proprietary information (“Confidential Information”). Confidential Information includes information, whether written, electronic, or oral, which Purchaser knows or reasonably should know is proprietary, confidential or a trade secret of Bucanna Labs, including any and all technical or business information, customer lists, pricing information, marketing information, policies, procedures and manuals regarding Bucanna Labs’s distributors or distribution channels, research and development and other proprietary matter relating to the Bucanna Labs’s products and business. Purchaser shall not use Confidential Information except to the extent necessary to exercise its rights or perform its obligations under this Agreement. Purchaser shall restrict disclosure of the Confidential Information to those who have a need to know such Confidential Information for Purchaser to perform its obligations and exercise its rights under this Agreement. Prior to disclosure, such persons must be informed of and agree to the provisions of this section and Purchaser will remain responsible for any unauthorized use or disclosure of the Confidential Information by any of them. Upon termination of this Agreement (or earlier, upon demand by Bucanna Labs), Purchaser shall cease to use all Confidential Information and promptly return to Bucanna Labs (or destroy, upon demand by Bucanna Labs) any documents (whether written or electronic) in its possession or under its control that constitute Confidential Information.
21. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. Purchaser shall not represent itself as Bucanna Labs or its agent.
22. No Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
23. Governing Law. Except for the compliance standards in Section 3, this Agreement and all related rights and liabilities will be governed by and interpreted in accordance with Texas law without regard to conflicts of law principles. All disputes arising out of or related to rights and liabilities under this Agreement are to be resolved by confidential binding arbitration subject to the rules of the AAA. If for any reason any controversy, claim, or dispute arising out of or relating to this Agreement or related rights and liabilities is to be resolved in a court of law, the parties irrevocably submit to the jurisdiction of state court in Travis County, Texas, and waive any objection to jurisdiction and venue in those courts, and waive any claim that forum is an inconvenient forum.
24. Severability. If any part of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other part of this Agreement or invalidate it or render it unenforceable in any other jurisdiction.
25. Attorney Fees. If any legal action or appeal is brought with respect to this Agreement, the prevailing party will be entitled to its reasonable attorney’s fees as determined by the adjudicator.
26. Amendment and Modification. This Agreement may only be amended or modified in a writing that specifically states it amends this Agreement and that is signed by an authorized representative of Bucanna Labs.