Covalent CC, LLC dba Covalent Custom Cannabinoids

Customer Purchase Agreement Terms and Conditions

BY MAKING PAYMENT FOR YOUR ONLINE ORDER OR INVOICE YOU AGREE TO THE FOLLOWING:

1) General

(a) These Customer Purchase Agreement Terms and Conditions (these “Terms”) govern the sale of the goods by Covalent CC, LLC, a Delaware limited liability corporation (“we” or “us”) to you, the customer. By accepting products from us, you agree to be bound by these Terms.

(b) Please read these Terms carefully, as we may update them from time to time. (Last Revised: March 10, 2022)

CBD Terms

2) Shipping Policy

(a) We agree to ship your product in a timely manner according to our production and manufacturing schedule times provided to you at the time your order is placed. Custom orders that require unique formulations and manufacturing processes that include bottling and labeling could take at least eight to ten weeks. We strive to keep you well-informed as to production timelines and delivery dates. For any orders that are not custom orders we will endeavor to ship your goods according to the delivery timeline provided to you at the time you place your order. We reserve the right to not issue any refunds until sixty (60) days have passed since the date of the cancellation of your order.

(b) We agree to consider on a case-by-case basis, and at our full discretion, replacing any damaged, lost or stolen packages. Title and risk of loss pass to you when the package leaves our facilities. We are not responsible for lost, stolen, damaged or confiscated packages. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay caused by or resulting from acts or circumstances beyond our reasonable control including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion, or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay or telecommunication breakdown or power outage. You have the option of picking up your order at our facility located in Nevada at 955 Grier Drive, Suite B, Las Vegas, NV 89119.

(c) Unless you request (and we agree) otherwise, we will ship the goods using standard methods for packing and shipping. We may, at our sole discretion, choose to make separate or partial shipments. All shipments will be F.O.B. our facility in Nevada or where we designate. You will be solely responsible for all costs associated shipping and receiving the products.

(d) International Customer - If you are an international purchaser, you are 100% responsible for shipment to your destination from our facility in Las Vegas at 955 Grier Drive, Suite B, Las Vegas, NV 89119. We do not export any products, nor do we provide any export advice or documentation relative to exportation. If you should elect to purchase our products you may have them shipped to an address in the intercontinental United States. You may also purchase products for pick-up and we will then pack them and provide you the weight and dimensions so that you can contract a courier to pick up the products on your behalf here in Las Vegas, Nevada. Upon purchase you acknowledge that you are acting as the exporter, aka “the shipper” and you are completely responsible for all documents and costs related to shipping.

Site usage terms

3) Refund & Return Policy

(a) Refunds will be made only for defects or material nonconformity in products where the defect or material nonconformity is the result of our negligent acts, provided such refunds are requested in accordance with these terms. Covalent CC, LLC has the sole discretion to remedy the defect or provide a full or partial refund in a reasonable amount of time. All customers requesting a refund must submit a timely Refund Request Form and adhere to its instructions. It is your sole responsibility to retain product packing, whether supplied by us or by you, for claims and substantiation. Once approved, refunds will be made in a reasonable time. In addition to the terms contained in the Refund Request Form, you acknowledge and agree that by requesting a refund, you are releasing us from any further obligations, whatsoever, with respect to your order.

(b) All customers requesting a replacement must notify us, in writing, within twenty-four (24) hours of delivery of their order and must include photos that accurately depict the damage or other nonconformity. If we determine, in our sole discretion, that the damage or nonconformity is due to our sole negligence, then we will replace the damaged or nonconforming portion of your order. You acknowledge that there may be some variation in the product produced and the packaging and appearance of product given our manufacturing limitations, which variations will not constitute a defect or material nonconformity.

(c) You acknowledge and agree that the policies set forth in these Terms contain your exclusive remedies with respect to nonconforming goods. Except as provided herein, all sales are final. You further acknowledge and agree that your strict performance under our return and replace policy is required in order to obtain any refund or replacement goods.

(d) UNLESS SPECIFICALLY STATED IN WRITING, TIME IS NOT OF THE ESSENCE.

b2b wholesaler site terms

4) Payment Policy

(a) All payments must be made in US dollars by one of the methods indicated on your invoice. Partial payments are not permitted unless specified in advance in writing.

(b) If/when we agree to accept partial payments, we do so with the understanding that you will pay the entire balance due prior to shipping or pick-up of any products. By making orders and/or payments in installments, you are nevertheless agreeing to pay the aggregate price of your submitted order across all such installments. You expressly acknowledge that we will make business decisions and take actions (or refrain from taking actions) based on the total amount of each order submitted by you, and not only on products to be delivered and amounts to be paid in installments of such order.

(c) Quoted prices expire fourteen (14) days after submitted via invoice. After this fourteen (14) day period has elapsed, quoted prices are void. From time to time, sales representatives may also provide time limits on price quotes in writing.

(d) No orders will be accepted from customers whose registered corporation name includes the terms “CBD,” “THC,” “420,” “Cannabis,” “Marijuana,” “Hemp” or any other related words (as determined by us in our sole and absolute discretion). We reserve the right to deny service to any customer pursuant to this policy.

Limited warrenty

5) Limited Warranty; Limitation of Liability

(a) We internally test all of our products and contract with third party analysis laboratories to ensure the quality of our products. These tests measure cannabinoid potency, including THC levels, and ensure that such potency is within established legal limits. Our tests also measure levels of pesticides, heavy metals and other contaminants to ensure compliance with applicable federal safety guidelines.

(b) EXCEPT FOR THE WARRANTIES SET FORTH ABOVE, WE MAKE NO WARRANTY, WHATSOEVER, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

(c) In no event will we be liable to you or any third party for the loss of use, revenue or profit, or for any consequential, indirect, incidental, special, exemplary or punitive damages, whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not we have been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose. Further, in no event will our aggregate liability arising out of or relating to these Terms, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the total amounts actually received by us for the goods sold hereunder.

Your compliance with law

6) Your Compliance with Law

(a) You agree to comply with all applicable laws, regulations and ordinances in the jurisdiction you operate and do business. To the extent applicable, you agree to maintain in effect all the licenses, permissions, authorizations, consents, and permits that you may need in connection with your purchase(s).

Waiver

7) Waiver

(a) No waiver by us of any of the provisions of these Terms is effective unless explicitly set forth in writing and signed by us. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

8) Confidential Information

(a) By ordering our products, you agree that all non-public confidential or proprietary information relating to us or our business, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, financial information, information concerning our employees and representatives, discounts, or rebates, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with these terms is confidential and may not be disclosed or copied unless authorized in advance by us in writing.

9) Non-Disparagement

(a) By ordering our products, you agree that you will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning us or our business, or any of our current or former employees, officers, customers, suppliers, investors, and other associated third parties, now or in the future. This section does not, in any way, restrict or impede you from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation or order. To the extent necessary or applicable, you agree to promptly provide written notice of any such order to us.

(b) You recognize that the confidentiality and non-disparagement covenants in these Terms are reasonable and necessary to protect our legitimate interests, that we would not have contracted with you in the absence of such covenants, and that your breach or threatened breach thereof would cause us irreparable harm and significant injury, the amount of which would be extremely difficult to estimate, making any remedy at law or in damages inadequate. Accordingly, we shall be entitled, without the necessity of posting of any bond or security, to the issuance of injunctive relief by any court of competent jurisdiction enjoining any breach or threatened breach of such covenants, for specific performance and for any other relief such court deems appropriate. These rights are in addition to any other remedy available to us at law or in equity.

10) Arbitration

(a) Nature of the Dispute. Any dispute arising under or relating to these Terms or your purchase of our products shall be settled exclusively and finally by binding arbitration. Either party may notify (an “Arbitration Notice”) the other of its desire to submit the dispute to arbitration pursuant to this Section 10. It is specifically understood and agreed that any dispute may be submitted to arbitration irrespective of the magnitude thereof, the amount in controversy or whether such dispute would otherwise be considered justifiable or ripe for resolution by a court.

(b) Rules of Arbitration. The arbitration shall be conducted in accordance with the Rules of JAG (the “JAG Rules”), except to the extent that the JAG Rules conflict with the provisions of this Section 10, in which event the provisions of this Section 10 shall control.

(c) Arbitration Procedure. The arbitral tribunal shall consist of one arbitrator agreed upon by the parties to the dispute, or if the parties fail to agree on such arbitrator within 30 days after the date of the Arbitration Notice, then the arbitrator shall be appointed by the parties in accordance with the JAG Rules established for the appointment of a sole arbitrator.

(d) Location; Language. The arbitration shall be conducted in English in Las Vegas, Nevada, or such other place in the United States of America as mutually agreed by the parties to the arbitration proceeding.

(e) Binding Decision and Award. Any decision or award of the arbitrator shall be final and binding upon the parties to the arbitration proceeding. The parties hereby waive to the extent permitted by law any rights to appeal or to review of such award by any court or tribunal. The parties agree that the arbitral award may be enforced against the parties to the arbitration proceeding or their assets wherever they may be found and that a judgment upon the arbitral award may be entered in any court having jurisdiction thereof.

(f) Attorneys’ Fees. Each party in any arbitration pursuant to this Section 10 shall be responsible for your own attorney's fees. Parties will only pay for the relief granted by the arbitrator that does not include attorney's fees but may include all other costs and expenses.

11) Miscellaneous

(a) Assignment. You may not assign any of your rights nor delegate any of your obligations under these Terms without our prior written consent, and any purported assignment or delegation shall be null and void.

(b) Governing Law. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Nevada.

(c) Severability. If any term or provision of these Terms are invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

(d) Authorization to enter into this agreement. By placing this order I hereby certify that I am fully authorized to enter into this agreement by the entity on whose benefit this agreement is made.

Custom Packaging and Custom Formulations (Special Orders)

GENERAL

1) A Custom and/or Special order occurs when the customer requests services or product customization that is different than a standard product as listed on our website or in our catalog, such as special packaging, labeling, logo creation, art work, Research & Development of new formulas, custom product package development, etc. all incurs additional, and in some instances, substantial additional fees and costs, all the responsibility of the customer.


2) All Custom/Special orders shall be in writing at the time of the purchase and all costs listed on the order.


3) Customer shall approve, in writing, all custom/special orders prior to any work or production, including samples.


4) Any subsequent changes after the initial (first) approval and acceptance by the customer shall be charged, each time, as a change order for the original order. Payment shall be due prior to final production.


5) Customer acknowledges that a custom/special order requires more production time as we, in some instances, require the production of product by 3rd parties whom we do not have control over.


6) If delivery time is of the essence then it must be stated, in writing, on the original purchase order. Otherwise, we shall have a reasonable amount of time to deliver the product to customer to be determined solely by us. Production of custom/special orders cannot be commenced until all components are delivered to us. We are not responsible for any delays caused by a delay in production or shipment by a 3rd party manufacturer.


7) We are aware and agree that change orders will affect the product delivery date and can result in delays, depending on the scope of the work. If a purchase order has been marked "time is of the essence" with a specified delivery date, we shall have the exclusive right to change said delivery date or refuse change order requests if the order status has progressed to the point that the change requested would amount to a whole new order.


8) Customer acknowledges and agrees that from time-to-time products ordered are not manufactured or assembled and cannot be put into production until all components are delivered to us by 3rd party suppliers. Any such delays shall not be our fault nor shall we incur any liability as a result thereof.


9) ONCE A CUSTOM/SPECIAL ORDER HAS BEEN APPROVED BY CUSTOMER, ANY DEPOSIT, PAYMENT OR PRE-PAYMENT SHALL BE NON REFUNDABLE, FOR ANY REASON WHATSOEVER.


PRODUCT RESPONSIBILITY OF CUSTOMER

1) Products made by us are PERISHABLES FOR HUMAN AND ANIMAL CONSUMPTION. As a result, it is the sole responsibility of the customer to properly handle, store, transport and package all products and raw materials.


2) Many products are sensitive to temperature, light exposure, weight (stacking pallets), moisture and other environmental conditions.


3) Products have a shelf life like all perishables. Proper storage information for each product is contained on our website and in our catalog.


4) Customer acknowledges that many products are derived from natural plants, etc. and have a variation in structure, production and finished results. Customer acknowledges this variation and accepts same in the final product purchased from us.


LIMITED WARRANTIES

1) We have a limited warranty on products we deliver to customer, but not for products customer picks up from company's location.


2) It is the sole responsibility of customer to immediately inspect the goods purchased upon delivery and contact the company immediately to notify company of any problem with the product, including, but not limited to damages in shipment, short orders, wrong product or defective product. Time of notice is of the essence and failure to notify company immediately, may result in company, at its sole discretion, refusing to remedy any problems with the order.


3) If customer wants additional testing of any product sold to them, then they must do so at their sole expense. Such testing must be done within 5 business days of delivery and the results sent to the company, if there is an issue, within 5 business days of receipt from a certified, properly licensed lab. However, customer acknowledges lab results can vary from lab to lab and it is customary for lab results to vary +/- 10%. Failure to comply with this paragraph will constitute a waiver by customer and there will be no recourse for customer.


4) Any unauthorized modification of any kind to any product or raw material purchased by customer voids any warranty, express or implied, and is the sole responsibility of the customer.


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