EXTRACT LABS INC. WHOLESALE TERMS & CONDITIONS OF SALE
(FOR EXTRACT LABS INC. PRODUCT RESELLERS)
These wholesale terms and conditions of sale (“Wholesale Terms”) govern the sale by Extract Labs Inc., a Colorado limited liability company (“Extract Labs”) of Extract Labs’ products through the www.extractlabs.com website and/or by e-mail order, to purchasers for resale.
BY PLACING AN ORDER WITH EXTRACT LABS FOR THE WHOLESALE PURCHASE OF PRODUCTS THROUGH THE www.extractlabs.com WEBSITE OR BY E-MAIL ORDER, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER AND OF LEGAL AGE TO FORM A BINDING CONTRACT WITH EXTRACT LABS AND MEET ALL EXTRACT LABS’ WHOLESALE PURCHASER ELIGIBILITY REQUIREMENTS.
THE STATEMENTS MADE REGARDING EXTRACT LABS’ PRODUCTS HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION. THE EFFICACY OF EXTRACT LABS’ PRODUCTS HAS NOT BEEN CONFIRMED BY FDA-APPROVED RESEARCH. EXTRACT LABS’ PRODUCTS ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE. ALL INFORMATION PRESENTED HERE IS NOT MEANT AS A SUBSTITUTE FOR OR ALTERNATIVE TO INFORMATION FROM HEALTHCARE PRACTITIONERS. PLEASE CONSULT YOUR HEALTHCARE PROFESSIONAL ABOUT POTENTIAL INTERACTIONS OR OTHER POSSIBLE COMPLICATIONS BEFORE USING ANY PRODUCT. THE FEDERAL FOOD, DRUG AND COSMETIC ACT REQUIRES THIS NOTICE.
EXTRACT LABS’ EXTRACTIONS WILL CONTAIN HIGHER LEVELS OF THC. THESE REFINED OILS ARE INTENDED FOR FURTHER REFINEMENT / FORMULATION BY YOU, THE WHOLESALE PURCHASER TO LOWER THE THC CONTENT TO A LEGAL PRODUCT LIMIT (<.3% ).
EXTRACT LABS’ FULL SPECTRUM PRODUCTS WILL CONTAIN THE ALLOWABLE LIMIT OF .3% THC OR LESS. ALL EXTRACT LABS’ CBD PRODUCTS WILL BE SENT WITH A CERTIFICATE OF ANALYSIS UNLESS OTHERWISE SPECIFIED.
YOU EXPRESSLY REPRESENT AND WARRANT THAT YOU UNDERSTAND AND WILL COMPLY WITH ALL LAWS, STATUTES, REGULATIONS, JUDICIAL OR GOVERNMENTAL RESTRICTIONS, CODES AND ORDINANCES, WHETHER LOCAL, STATE OR NATIONAL, APPLICABLE TO YOUR RESALE OF EXTRACT LABS’ EXTRACTIONS AND/OR FULL SPECTRUM PRODUCTS AND AGREE TO DEFEND, INDEMNIFY AND HOLD EXTRACT LABS HARMLESS FOR ANY AND ALL CLAIMS, DEMANDS, SUITS AND LIABILITIES ARISING FROM YOUR FAILURE TO COMPLY WITH ALL FEDERAL, STATE AND LOCAL LAWS, RULES AND REGULATIONS APPLICABLE TO YOUR RESALE OF EXTRACT LABS’ EXTRACTIONS AND/OR FULL SPECTRUM PRODUCTS (INCLUDING THE PAYMENT OF REASONABLE ATTORNEYS’ FEES, EXPERT WITNESS FEES, COSTS AND EXPENSES).
- Governing Provisions. These Wholesale Terms apply to all sales of Extract Labs’ products offered to purchasers for resale (each, a “Purchaser”) whether purchased through the www.extractlabs.com website and/or by e-mail order, and constitute the complete and final agreement between you and Extract Labs with respect to your purchase of Extract Labs products for resale. Extract Labs’ acceptance of any order you place is expressly conditional upon your assent to and acceptance of these Wholesale Terms. No additional or different terms or conditions, including any such contained in any email, purchase order, purchase acknowledgment, invoice or other form or correspondence will be of any force or effect, and Extract Labs hereby objects to such additional or different terms or conditions.
- Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Wholesale Terms, all products listed in your order. All orders must be accepted by Extract Labs, in its sole discretion, otherwise, Extract Labs will not be obligated to sell the ordered products to you. Upon receipt of your order, we will send you a confirmation email with your order number and details of the products you have ordered. Acceptance of your order and the formation of the contract of sale between Extract Labs and you will not occur unless and until you have received your order confirmation email. You have the option to cancel your order at any time before we have sent your order confirmation email by calling the Extract Labs Customer Service Department at 303.927.6130.
- Prices and Payment Terms.
- All prices posted on the Extract Labs website are subject to change without notice. The price charged for a product will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price changes (Extract Labs’ prices do not increase often and, will sometimes decrease) will only apply to orders placed after such the effective date of such changes. In any event, Extract Labs is not responsible for pricing, typographical, or other errors in our website pricing and/or confirmation e-mail; Extract Labs reserves the right to cancel any orders arising from such errors.
- Payment is due at the time you place your order for Extract Labs Products. Payment terms may be arranged at the sole discretion of Extract Labs (please contact Extract Labs at 303-927-6130 for information on net terms). Extract Labs may withhold or cancel scheduled shipments at any time that any portion of your payment or account with Extract Labs is overdue. Extract Labs accept VISA, MasterCard, and American Express® for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete; (ii) you are duly authorized to use such credit card for the purchase; (iii) charges incurred by you will be honored by your credit card company; and (iv) you will pay charges incurred by you at the listed prices, including all applicable taxes, if any. (Currently, Extract Labs also accepts cashier’s checks, money orders, and, ACH or wire transfer with proof, acceptable to Extract Labs, of account and payment authorization).
- Any tax, fee or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between Extract Labs and you, excluding business income or franchise taxes imposed on Extract Labs, shall be paid by you in addition to the prices quoted or invoiced. However, Extract Labs will not apply taxes when provided with a valid and current exemption certificate.
- Shipments; Delivery; Title and Risk of Loss.
- At your option and request, Extract Labs will arrange for shipment of purchased products, however, all shipping and handling charges are the responsibility of and for your account. Extract Labs is not liable for any delays in shipments regardless of the cause or circumstance.
- Title and risk of loss to the purchased products pass to you upon Extract Labs’ transfer of the purchased products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. Again, Extract Labs is not liable for any delays in shipments regardless of the cause or circumstance. Insurance against such contingencies or losses is available for purchase, however, the cost of such insurance is the Customer’s responsibility and for the Customer’s account.
- Claims for shortages or other errors in delivery must be made immediately after receipt of a shipment.
- Returns and Refunds. Extract Labs will not make any refunds on purchases of Extract Labs products or extractions. Exchanges may be permitted under certain limited circumstances and with the prior authorization from Extract Labs (such as in the case of the shipment of a defective product or incorrect product sent) please call 303-927-6130 for information. Inspect each shipment immediately upon receipt. If upon inspection, you observe any problems with the shipment, such as broken, damaged, leaking product packaging or incorrect quantities of ordered products or extractions, DO NOT TAMPER WITH THE SHIPMENT OR ITS CONTENTS AND CONTACT EXTRACT LABS IMMEDIATELY AT 303-927-6130 TO REPORT ANY ISSUES. Extract Labs will not accept for return any products or extractions that have been tampered with.
- Changes. Extract Labs may, without notice or other obligation to you, at any time make such changes in its products and/or extractions as Extract Labs deems appropriate. Extract Labs may also discontinue offering of any product at any time, upon such notice as Extract Labs deems appropriate, but otherwise without obligation to you.
- Products Sold “As Is,” “Where Is,” “Where Available;” Limitation of Remedy.
- ALL PRODUCTS PURCHASED FROM THE WEBSITE OR BY E-MAIL ORDER ARE SOLD ON AN “AS IS,” “WHERE-IS,” AND “WHERE AVAILABLE” BASIS WITH NO WARRANTY, EXPRESSLY WRITTEN OR IMPLIED.
- EXTRACT LABS EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- EXTRACT LABS’ RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO PRODUCT REPLACEMENT, PURCHASE PRICE REFUND OR PRODUCT EXCHANGE, AT THE OPTION OF EXTRACT LABS. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT, ADVICE OR TESTIMONIAL PROVIDED BY US OR ANY OF OUR AGENTS, EMPLOYEES OR CUSTOMERS WILL CREATE A WARRANTY. THE REMEDIES OF PRODUCT REPLACEMENT, PURCHASE PRICE REFUND OR PRODUCT EXCHANGE, AT THE OPTION OF EXTRACT LABS, ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND EXTRACT LABS’ ENTIRE OBLIGATION AND LIABILITY FOR ANY DEFECTIVE PRODUCTS.
- Consequential Damages and Other Liability. EXTRACT LABS SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL SPECIAL OR CONTINGENT DAMAGES WHATSOEVER, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORIES OF LAW, WITH RESPECT TO PRODUCTS SOLD BY EXTRACT LABS, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EXTRACT LABS SHALL HAVE NO LIABILITY FOR PENALTIES, SPECIAL OR PUNITIVE DAMAGES, DAMAGE FOR LOST PROFITS OR REVENUES, LOSS OF USE OF MATERIALS, COST OF SUBSTITUTE GOODS, OR FOR ANY OTHER TYPES OF ECONOMIC LOSS.
- Compliance with Law.You shall ensure that all products purchased by you from Extract Labs are sold in compliance with all laws, statutes, regulations, judicial or governmental restrictions, codes and ordinances, whether local, state or national. You shall immediately provide to Extract Labs a copy of all communications received from or sent to any regulatory body that pertains to the products purchased by you from Extract Labs. You shall be responsible for, and shall defend, indemnify and hold Extract Labs and its affiliates harmless from and against, any demands, claims, suits, liabilities and damages (including reasonable attorneys’ fees, expert witness fees, costs and expenses) for products purchased by Company and resold in violation of your obligations hereunder.
- To You We may provide any notice to you under these Wholesale Terms by: (i) sending a message to the email address you provide; or (ii) by posting to the Web Site. Notices sent by email will be effective when Extract Labs sends the email and notices Extract Labs provides by posting will be effective upon posting. It is your responsibility to keep your email address current.
- To Extract Labs To give us notice under these Wholesale Terms, you must contact us as follows: (i) by e-mail to [email protected]; or (ii) by personal delivery, overnight courier or registered or certified mail to: Extract Labs Inc. 3620 Walnut St., Boulder, CO 80301. We may update the e-mail address or address for notices to us by posting a notice on the Web Site. Notices provided by personal delivery will be effective immediately. Notices provided by transmission-mail or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
- Severability. If any provision of these Wholesale Terms shall for any reason be held unenforceable, such provision shall be deemed deleted and replaced by an enforceable provision which, insofar as possible, achieves the same economic and other benefits for the parties as the severed provision was intended to achieve, and the remaining provisions of these Wholesale Terms shall continue in full force and effect.
- No Waivers. The failure by us to enforce any right or provision of these Terms of Sale will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Extract Labs Inc.
- Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms of Sale without our prior written consent. Any purported assignment or delegation in violation of this Section 12 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms of Sale.
- Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are exclusively governed by and construed in accordance with the laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Colorado. You and Extract Labs hereby irrevocably submit to the jurisdiction of any Colorado state or federal court of the united states sitting in Boulder, Colorado.
Effective: May 1, 2019