Terms and Conditions Retail
GENERAL TERMS & CONDITIONS The goods and services of Natura Distribution, LLC the (“Distributor”) are supplied to Retailer in accordance with these General Terms and Conditions (the “Agreement”), which apply unless the Distributor enters into a further written agreement with the Retailer which expressly overrides these General Terms and Conditions.
- Each order shall be deemed to be a separate offer by the Retailer on the terms of these General Terms and Conditions, which the Distributor shall be free to accept or decline at its absolute discretion.
- Retailer agrees and understands that the goods purchased are covered by regulations promulgated by the Department of Food and Agriculture, the California Department of Public Health, and the Bureau of Cannabis Control pursuant to the Medicinal and Adult-Use Cannabis Regulation and Safety Act (MAUCRSA) of California applicable as well as the provisions of any federal, state, local law, statute, rule, regulation, order, permit, judgment, injunction, decree or other decision of any court or other governmental authority legally binding on either or both Parties. (“Applicable Law”) Retailer acknowledges and agrees that the Controlled Substances Act, 21 U.S.C. §811 and other related federal laws, prohibit the trafficking, production, processing, handling, marketing, sale, distribution, and use or utilization of marijuana products regardless of whether permitted under California law (“Federal Marijuana Laws”). The Parties understand and expressly agree to waive illegality under Federal Marijuana Laws as a defense to any enforcement of the Terms and Conditions for this order.
1.3 No order shall be deemed to be accepted by the Distributor until it issues an order number or (if earlier) the Distributor notifies the Retailer that the order has been processed.
1.4 The Distributor may at any time within five (5) days of placing an order amend or cancel an order by written notice to the Retailer. The Distributor may at any time cancel one or more orders at its absolute discretion.
Title and Risk
2.1 Risk in Products shall pass to the Retailer on completion of delivery of an order.
2.2 Title to Products shall not pass to the Retailer until the Distributor has received payment in full.
License to sell Products
3.1 The Retailer hereby agrees it will not sell Distributor’s products to another retailer, distributor, or other non-end user party without express written consent of Distributor.
4.1 “Intellectual Property Rights” means all patents, rights to inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.
4.2 The Retailer acknowledges that all Intellectual Property Rights in the Products shall belong to the Distributor or its affiliates unless otherwise agreed to in writing. Retailer shall have no rights in or to the Products other than the right to make the Products available to end-users in accordance with the terms of these Terms and Conditions.
4.3 The Retailer shall not remove, alter or deface the Distributor’s identification or any other marks, logos, numbers or letters affixed to or appearing on any Products.
4.4 The Retailer shall at all times use the Intellectual Property of the Distributor only as permitted in accordance with these Terms and Conditions or any written agreement between the parties.
Waiver and Indemnification
5.1 To the greatest extent permitted by law, this clause sets out the entire financial liability of the parties (including any liability for the acts or omissions of their respective employees, agents and subcontractors) to each other in respect of: (a) any breach of these Terms and Conditions however arising; (b) any use made or resale of the Products by the Retailer, or of any product incorporating any of the Products; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with these Terms and Conditions.
5.2 The Distributor shall not under any circumstances whatsoever be liable to the Retailer, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, for any: loss of profit; loss of goodwill; loss of business; loss of business opportunity; loss of anticipated savings; loss or corruption of data or information; special, indirect or consequential damage; suffered by the Retailer that arises under or in connection with these terms or conditions.
5.3 Retailer shall indemnify, defend, and hold the Distributor, its affiliates and their officers, directors, managers, employees, and consultants harmless from and against any and all damages or other amounts payable to a third-party claimant, as well as any reasonable attorneys’ fees and costs of litigation arising out of or resulting from any claim, suit, proceeding or cause of action brought by a third-party or government agency against Distributor based on any Retailer sales that are illegal, not consistent with Applicable Law or negligent.
6.1 Neither Party (or any person acting on its behalf) shall have any liability or responsibility for failure to fulfill any obligation under the Agreement so long as and to the extent to which the fulfillment of such obligation is prevented, frustrated, hindered or delayed as a consequence of a Force Majeure Event.
6.2 A Party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of a Force Majeure Event: (a) notify the other Party of the nature and extent of such Force Majeure Event; and (b) use all reasonable endeavors to remove any such causes and resume performance under the Agreement as soon as feasible.
6.3 A Force Majeure Event means an event beyond the control of a Party (or any person acting on its behalf), which by its nature could not have been foreseen by such Party (or such person), or, if it could have been foreseen, was unavoidable, and includes, without limitation, acts of God, storms, floods, riots, fires, sabotage, civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity or one or more acts of terrorism or failure of energy sources.
7.1 Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorize any Party to make or enter into any commitments for or on behalf of any other party.
Personal Guarantee/Credit Check
AUTHORIZATION TO RELEASE INFORMATION Applicant authorizes Natura Distribution, LLC to perform any credit checks, which includes, but is not limited to, contacting credit reporting agencies, bank references and trade references listed in this application, to ascertain the Retailer Applicant’s, Principal’s and/or its Guarantor’s credit history and current credit status.
UCC. Applicant agrees to execute at, a Uniform Commercial Code Financing Statement (UCC-1) in the form supplied by Natura Distribution, LLC, granting Natura Distribution, LLC a security interest in goods purchased, Applicant’s and spouse’s bank accounts, accounts receivables and other rights & property, in connection with any and/or all invoices.