1. Applicability. Acceptance by HD Distribution, LLC (“Seller”) of your (“You” or “Buyer,” together with Seller, “Parties,” each a “Party”) orders is expressly made conditional on your agreement to these Terms and Conditions. These Terms and Conditions, as the same may be updated by the Seller from time to time, govern ALL purchase transactions between Buyer and Seller. Seller specifically rejects any terms or provisions proposed by Buyer which set any standards, specifications or damages related to quality and time of delivery that differ from these Terms and Conditions, or which otherwise contradict or claim to supersede these Terms and Conditions. Seller’s written confirmation of Buyer’s order and these Terms and Conditions form the entire agreement (the “Agreement”) between the Parties governing Seller’s sale of hemp products (“Goods”) to Buyer, and replace and supersede all prior agreements, understandings, representations or warranties between the Parties related to the sale of Goods.
2. Payment & Order Transactions. (a) Unless otherwise agreed to in writing by Seller, payment for the Goods must be made prior to shipping or order. (b) Seller may refuse to accept or cancel any order or delivery of Goods at any time by giving written notice to Buyer. Seller will not be liable for any loss or damage whatsoever arising from such cancellation. At the discretion of Seller, a credit memo and/or refund, in this instance only, will be processed. (c) Orders may not be canceled by Buyer once submitted. (d) Any variation to any order must be agreed to in writing. The total price may alter as a result of any variation and Buyer agrees to pay any increase. (e) Restocking fees: Seller reserves the right to charge restocking fees. Buyer shall be charged a 20% restocking/cancellation fee. Restocking fees will be charged to your credit card on file at the time of the transaction. (f) No refunds will be processed, except for cancellations by Seller. When applicable, a credit memo will be issued to be used towards a future order or invoice.
3. Duties, Taxes, and Fees. All export and import documentation, licenses, duties, taxes or other obligations or costs relating to the delivery of the Goods shall be Buyer’s responsibility.
4. Shipping and Risks. (a) For orders within the United States: Unless otherwise agreed to in writing, Seller will arrange delivery of the Goods to Buyer and Buyer will be pay all costs associated with delivery. Orders will be shipped via FedEx, UPS or USPS. While the delivery service utilized by Seller may include insurance for the Goods during transit, Seller makes no representations and gives no warranties regarding such insurance and Buyer will be responsible for obtaining any specific insurance Buyer requires in respect of the Goods during transit. Risk of damage or loss of the Goods will pass to Buyer when the Goods are made available to the delivery carrier. (b) For International orders: Unless otherwise agreed to in writing, Buyer will be responsible for the cost of transportation of the
Goods from the premises of Seller. Risk of damage or loss of the Goods will pass to Buyer when the Goods are made available to the delivery carrier. Buyer is responsible for obtaining insurance in covering the Goods from the time they are made available at the place of delivery to the carrier.
5. Notice of Defects/Returns. (a) Buyer will make any claims of defects, including, but not limited to, those related to shortages, quality or specification, within the first seven (7) days after receiving the Goods. The Seller is not responsible for shortages when shipments are directed to a third party. It is the responsibility of Buyer to inspect the Goods upon receipt and confirm that all Goods delivered reflect exactly the items purchased and invoiced. (b) If a part of the order is delayed or if part of the order is defective or deficient, the order may only be remedied for that part of the order.
6. Testing. Seller typically has a third-party test each batch of bulk ingredients and will provide Buyer a copy of a certificate of analysis (“COA”) provided by the third-party testing company. Seller disclaims any representations or warranties arising out of or related to such testing or certificate of analysis. Buyer will conduct its own testing of bulk ingredients or any other Goods prior to incorporating them into any products manufactured or distributed by Buyer in order to ensure that such Goods are appropriate for Buyer’s intended use. Buyer will follow the procedure for Notice of Defects/Returns set forth above if Buyer’s testing differs from the COA provided by Seller.
7. Acceptance Of Goods With Known Defects Waives Claims For Damages. Buyer hereby waives any claim for damages resulting from any defect that Buyer is aware of, including late delivery, at the time Buyer accepts the Goods.
8. Returns. (a) It is the responsibility of the Buyer to inspect the Goods upon receipt and confirm that all Goods delivered reflect exactly the items purchased and invoiced, and provide timely notice to Seller of any defects in accordance with Section 5 above. (b) Purchases made by Buyer are ineligible for return except as set forth herein. Under certain conditions, exchanges may be made for unsatisfactory merchandise that is unused and in original packaging. Whether or not items are eligible for exchange is at the sole discretion of Seller. All exchanges must be initiated within 7 days of Buyer’s receipt of Goods. (c) In the event of an exchange of merchandise, Buyer is responsible for all shipping costs both in shipping product back to Seller as well as the shipping of the new product to Buyer. Buyer authorizes Seller to sell any Goods that have been exchanged, rejected or abandoned. (d) If Buyer modifies the Goods, they are immediately ineligible for return or exchange.
9. Disclaimer and Limitation of Liability. Seller will not be liable for any claims, damages, costs or losses of any nature: (a) if Buyer has altered or modified the Goods, misapplied the Goods, or subjected them to unusual or nonrecommended use or handling; (b) for defects in any goods or products manufactured by any third party; (c) for loss or damages caused wholly or partly by any factors beyond Seller’s control, including, without limitation, any loss resulting from a delay in production or supply of the Goods; (d) for any indirect, consequential or non-economic loss or damages of any kind; or (e) for any statements, representations or warranties of any kind whatsoever made by Buyer to Buyer’s customers. In any event, Seller’s maximum liability to Buyer will be limited to repayment by Seller to the Buyer of the amount that Buyer paid to Seller for the defective Goods.
10. Exclusion of Warranties. Seller will not be responsible for any claim for product liability or for any direct or indirect business interruption, loss, consequential loss, loss of profit or any other loss of any kind whatsoever. Seller expressly disclaims the implied warranties of merchantability and fitness for a particular purpose for the Goods to the fullest extent permitted by controlling law.
11. Deterioration of Buyer’s Credit. In the event that Seller elects to ship any Goods to Buyer prior to receiving payment in full for the Goods: (a) Seller has the right, in addition to any other remedies provided by law, to terminate any delivery or suspend further deliveries of other shipments if Buyer fails to pay for any one shipment when the same becomes due. Should the Buyer’s financial condition become unsatisfactory to Seller, Seller may require cash payments or satisfactory security for delivery of Goods. (b) Seller may terminate any pending order with immediate effect by giving written notice to Buyer if: i) Buyer has failed to comply with a written notice given by Seller specifying a breach of the Agreement and requiring Buyer to remedy it within 14 days; or ii) being an individual, Buyer is made bankrupt; or iii) being a company, Buyer is placed in bankruptcy, liquidation or receivership. Upon Buyer’s breach of the Agreement, Seller shall have the right to deal with the Goods at its absolute discretion.
12. Choice of Law. This Agreement and any transactions between Buyer and Seller are governed by the laws of the state of Colorado, without regard for choice of law principles.
13. Arbitration. Any dispute arising out of or related to this Agreement will be resolved through binding arbitration administered by the American Arbitration Association (“Arbitrator”) under its Commercial Arbitration Rules. Use of self-help or ancillary and/or provisional judicial remedies will not operate as a waiver of either Party’s right to compel arbitration. The Arbitrator will have the authority to grant any ancillary or provisional judicial remedy that would be available from a court at law. The arbitration will be held in Denver, Colorado, USA. The arbitration will be conducted, and the award will be rendered, in the English language. Except as may be required by law, no Party and no Arbitrator may disclose the existence, content or results of any arbitration without the prior written consent of both Parties, except to the extent necessary to protect or pursue a legal right or enforce an arbitration award. In the event arbitration or action is brought to enforce or interpret any of the provisions of this Agreement, the prevailing Party’s will be entitled to an award of its reasonable attorney fees, costs, and arbitration expenses in addition to any other relief to which the prevailing Party may be entitled. The determination of who is the prevailing Party and the amount of reasonable attorney fees to be paid to the prevailing Party shall be decided by agreement of the Parties, or, if the Parties cannot reach agreement, then by the Arbitrator. The question of whether any particular claim or dispute is subject to arbitration will be decided by the Arbitrator.
14. Venue. Without waiving the obligation to submit disputes arising out of or related to the Agreement to binding arbitration, the Parties stipulate that the courts of the state of Colorado will have jurisdiction to grant any ancillary or provisional judicial remedies (such as specific performance, injunction or restraining order) to the extent that such remedy may be unavailable in arbitration, and that venue for granting any such relief or submitting any claim or legal issue to a court will lie solely in any Colorado state court of competent jurisdiction sitting in Denver, Colorado. Notwithstanding the foregoing, a final arbitration award may be recorded and enforced as a judgment pursuant to controlling law in any applicable jurisdiction.
15. No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their successors and permitted assigns. This Agreement does not confer any express or implied legal right, benefit, or remedy on any third party.
16. Amendments. These Terms and Conditions may be amended or replaced from time to time by Seller; the most current version will be maintained on Seller’s website at https://hempdepotco.com. Any order placed after such amendment is made by Seller will be governed by the amended Terms and Conditions.
17. Severability. If any term, provision, covenant or condition of this Agreement is held by a court of competent jurisdiction or an arbitrator to be invalid, void or unenforceable, the remaining terms and provisions of this Agreement will remain in full force and effect and shall in no way be affected, impaired or invalidated.