Cannvital General Terms and Conditions
This document constitutes the entire agreement between Cannvital (the “Company”) and the undersigned customer (the “Buyer”), and is an integral part of all documents, such as proposal, quotation, purchase order, order confirmation, sales order, or other similar documents to govern the sale and purchase transaction between the Company and Buyer (the “Sale”). THE TERMS OF THIS AGREEMENT SHALL SUPERSEDE ANY CONFLICTING TERMS CONTAINED ON BUYER’S PURCHASE ORDER OR ANY DOCUMENT OR INSTRUMENT SUBMITTED BY BUYER.
- SALES TAX:
Buyer shall be responsible for all sales tax or other applicable taxes, other than income taxes, as well as necessary shipping, storage, or handling costs, if any, incurred in connection with the Sale. The Buyer must provide a certificate of exception or tax waiver before the Sale is completed if the Buyer claims tax exemption.
- PAYMENT OBLIGATIONS:
The Company will issue an invoice to the buyer when the Products are ready for shipment. It is the Buyer’s obligation to make a complete payment of the total value of the Sale prior to shipment of the Products, plus any shipping and handling costs. If the Buyer fails to make a payment before the due date, the Company has the right to cancel the Sale immediately.
In the event Buyer utilizes a credit card or debit card (“Card”) to pay for the Products, Buyer authorizes the Company to charge the full amount of the Sale to the Card. Buyer hereby acknowledges and agrees that all Card payments to the Company are nonrefundable and final.
- DELIVERY/RISK OF LOSS:
Unless the Buyer elects to pick up the Product at the Company’s facility, the Company shall ship the Products to the address designated by the Buyer. Title and risk of loss will be transferred from the Company to the Buyer upon shipment of the Products. When Buyer picks up the Products, then title and risk of loss will be transferred to Buyer at the earlier of, (a) the time that Buyer picks up the Products, or (b) three (3) business days after the Company notifies Buyer the Products are available for pick up.
- RECORDKEEPING; PUBLICITY:
Buyer shall maintain, and shall cause its agents and customers to maintain, all records necessary to comply with all applicable laws and regulations relating to the sale, storage, handling, and shipment of the Products. All such records shall be maintained for such period as may be required by applicable law. Without the Company’s written consent, Buyer shall not use, or authorize others to use, the name, symbols, marks, or other intellectual property or the information to identify the Company in any advertising, marketing, sales, social media, commercial, or publicity material.
At the Company’s sole discretion, the Company shall determine whether any Products be withdrawn or recalled from the market. In the event that the Company requests a recall or withdrawal of the Products, Buyer agrees to comply with the Company’s recall procedures unconditionally and provide full, complete, and comprehensive cooperation to the Company in connection with the recall.
- PRODUCT QUALITY, COMPLIANCE, AND ACCEPTANCE
The Company commits that the Products will conform to the specifications that have agreed and accepted by the Buyer for the Sale (the “Specifications”) at the time of shipment. Upon request, the Company will make the Specifications available for review by the Buyer. Buyer shall have seven (7) days after shipment of the Products (the “Acceptance Period”), to verify the Products conform to the Specifications. Buyer must notify the Company in writing (the “Notification”) within the Acceptance Period if the Products or any portion thereof do not conform to the Specifications (“Non-conforming Product”).
For the avoidance of doubt, (a) Buyer shall not inspect the Products to the test items outside the Specifications as defined in the Sale’s document, and (b) Products shall not constitute Non-conforming Product if the nonconformity arises from actions or inactions of Buyer or other third parties after shipment, including, without limitation, failure by Buyer or a third party to properly store or transport the Products.
Failure by Buyer to provide Notification shall be deemed acceptance of the Products by Buyer as of the date of shipment and shall constitute a waiver of Buyer’s rights to inspect or otherwise reject the Products. Any resale, commingling, alteration, or incorporation of the Products by Buyer shall be deemed acceptance of the Products as of the date of shipment.
Any Notification by Buyer shall: (a) specify the reasons for rejection; and (b) contain the testing results and methodology used to determine the alleged non-conformance of the Products. Upon receipt of the Notification, the Company will reasonably cooperate with Buyer to validate the Buyer’s testing results. If the parties are unable to mutually agree on the results, Buyer and the Company shall jointly select an independent third-party test laboratory to determine whether the Products conform to the Specifications (the “Determination”). If the Determination concludes the Products conform to the Specifications, Buyer shall be deemed to have accepted the Products and shall bear the cost of the Determination. If the Determination concludes the Products constitute Non-conforming Product, then Buyer shall return the Product and receive a refund from the Company for the Non-conforming Product, and the Company will pay for the Determination.
Buyer acknowledges that it has not relied on, and the Company has not made, any representations or warranties with respect to the Products except as expressly set forth in this Section 7 and that Buyer is purchasing the Products on an “as is,” “where is,” “with all faults” basis. THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR THE PRODUCTS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
- REPRESENTATIONS AND WARRANTIES:
Buyer represents and warrants to the Company that: (a) Buyer will not make any false, improper, illegal, or unsubstantiated claims or health claims in any packaging, labeling, advertising, marketing, sales, or promotional material regarding or for the Products (or further goods into which the Products are incorporated); (b) Buyer shall comply with all applicable laws relevant to the Products, including, but not limited to, U.S. federal law or laws in any U.S. state (collectively, “applicable law”) and shall actively assist the Company in its compliance with the same; (c) Buyer has sole and exclusive responsibility for determining whether the Products or further goods into which the Products are incorporated (including the shipment, transportation, storage, sale, labeling, packaging, importation, or manufacture thereof) comply with applicable law, including, but not limited to, the laws in the Buyer’s state of shipment, purchase, importation, residency, or operation; and (d) Buyer has all necessary corporate power and authority to enter into this agreement and complete the Sale, and the undersigned representative of Buyer has full power and authority to bind Buyer to the terms hereof.
Buyer shall indemnify and hold the Company, including its affiliates, subsidiaries, and their respective officers, directors, employees, and agents, harmless from and against any liability, including reasonable attorney’s fees and disbursements, arising out of claims for death, injury, or damage resulting from Buyer’s labeling, marketing, or sale of Products (or further goods into which the Products are incorporated) or Buyer’s material breach of any term herein.
- GOVERNING LAW/JURISDICTION:
Any claims or disputes arising here from the Sale or this document, shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of laws principles. Except for claims by the Company for injunctive relief, specific performance, or to prevent irreparable harm (which may be brought in any court of competent jurisdiction), any legal suit, action, or proceeding arising out of or related to this Sale or the matters contemplated hereunder shall be brought exclusively in a state or federal court located in Las Vegas, Nevada that has subject matter jurisdiction over the dispute. The parties irrevocably consent to the jurisdiction of such courts and agree that venue in such courts shall be and is proper and exclusive.