THRIVE SOCIETY – BULK SALE TERMS AND CONDITIONS
1. Except to the extent there is a written distribution agreement to the contrary between THRIVE SOCIETY (State License Number C11-18-0000032-TEMP for Medicinal Cannabis Distribution) and “Purchaser" and except to the extent any particular term is prohibited by California or local law, these Terms and Conditions govern all purchases and sales of bulk cannabis product (“Product(s)”) between THRIVE SOCIETY and Purchaser. Purchaser's submission of a purchase order for any Product constitutes an agreement to these Terms and Conditions. THRIVE SOCIETY does not agree to and is not bound by, any other terms or conditions stated anywhere by Purchaser unless expressly agreed to in a writing, signed by an authorized representative of THRIVE SOCIETY. No conduct or verbal statement by THRIVE SOCIETY constitutes consent to or acceptance of any such provisions.
2. California law governs these Terms and Conditions. The Parties are operating in compliance with applicable laws relating to California commercial cannabis licensees and cannabis products including but not limited to local ordinances, the Medicinal and Adult-Use Cannabis Regulation and Safety Act (“MAUCRSA”), the proposed emergency regulations contained at Title 16 of the California Code of Regulations implementing MAUCRSA (the “Regulations”), the Cannabis Tax Law (“CTL”), and Proposed Emergency Regulation 3700, Cannabis Excise and Cultivation Taxes, implementing the CTL (the “Tax Regulations”); collectively, the “Laws.”
3. Title to, and risk of loss of, THRIVE SOCIETY Products passes on delivery to Purchaser. THRIVE SOCIETY represents and warrants that, as of the date of delivery, the Products shall: (a) not be adulterated or misbranded in violation of the Laws; (b) be merchantable and fit for their intended purpose; (c) shall be free of any lien, pledge or other encumbrance to transfer to Purchaser; and (d) be batch tested by a state-licensed third-party testing lab with test results provided to the Purchaser prior delivery. Purchaser acknowledges that this testing will not satisfy state-mandated quality assurance review or testing requirements, which must be performed on the final, manufactured product, packaging and labeling prior to entering the commercial cannabis market in compliance with the Laws.
4. Purchaser shall remit all applicable cultivation and pay all applicable local taxes and shipping costs. Purchaser acknowledges receipt of the required cultivation taxes from THRIVE SOCIETY as documented in the relevant invoice. A Deposit Payment for Products may be due to THRIVE SOCIETY cash upon receipt of an order from Purchaser or invoice from THRIVE SOCIETY if negotiated. Final payment for Product is due to THRIVE SOCIETY cash on delivery, unless otherwise agreed upon. Payment terms will be listed on the sales order and sales invoice. Payments shall be by cash, EFT, or otherwise as THRIVE SOCIETY may direct in writing.
5. LIMITATION OF LIABILITY: THRIVE SOCIETY IS NOT LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INTEREST, COSTS OR EXPENSES, OR FOR LOSS OF USE OR LOST PROFITS OR WAGES, INCURRED BY PURCHASER IN CONNECTION WITH THE PURCHASE OR SALE OR USE OF GOODS, WHETHER OR NOT THRIVE SOCIETY KNEW SUCH DAMAGES MIGHT BE INCURRED. Purchaser shall not offset any costs against invoice payment unless approved in advance in writing by THRIVE SOCIETY.
6. Purchaser shall: (a) possess all necessary state and local licenses and permits and will keep the same in force and (b) protect THRIVE SOCIETY's trademarks, confidential information and business plans and shall cooperate with THRIVE SOCIETY (at THRIVE SOCIETY’s cost) in the defense or prosecution of any action related to THRIVE SOCIETY’s trademarks or confidential information.
7. Any failure by THRIVE SOCIETY to exercise any of its rights under these Terms and Conditions shall not be construed as a waiver of such rights, and such failure shall not preclude the exercise of such rights at any later time. In the event any of the provisions of these Terms and Conditions are in violation of, or prohibited by, any applicable law or regulation, such provisions shall be deemed to be amended or deleted to conform to such law or regulation without invalidating or amending or deleting any of the other provisions of these Terms and Conditions.
8. Purchaser may not assign any of its rights or obligations under these Terms and Conditions, whether by operation of law or change of control or otherwise, without the prior written consent of THRIVE SOCIETY, which consent shall not be unreasonably held.
9. Any dispute related to anything referred to in these Terms and Conditions, THRIVE SOCIETY, Products or otherwise shall be resolved by arbitration in San Francisco under the Comprehensive Rules and Procedures of JAMS, or its successor then in effect. The decision of the arbitrator shall be final and binding on the parties. The arbitrator shall render a reasoned award, is empowered to award compensatory damages only, and shall award to the prevailing party reasonable attorneys' fees and costs. The parties consent to the jurisdiction of the State and Federal Courts in San Francisco, where any judicial action regarding these Terms and Conditions, or any aspect of the parties’ relationship or any purchases or sales of THRIVE SOCIETY product shall be filed, including, without limitation, any action to compel arbitration, or to confirm, modify or enforce the arbitral award.
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