Terms & Conditions


The following terms and conditions (“T&Cs”) are applicable to all sales of products (the “Products”) produced or sold by Source Code Essentials, LLC, a Washington limited liability company (DBA Source Code CBD) (“Seller”) to you (“Buyer”) placed through whatever means.

Buyer’s Acceptance of Terms. By placing an order with Seller through whatever means, including but not limited to orders placed through distributors, wholesalers and/or third parties (an “Order”), Buyer accepts these T&Cs and these T&Cs prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or other documents containing any such term Fulfillment of Buyer's Order by Seller does not constitute acceptance of any of Buyer's terms and conditions in the Order or elsewhere and does not serve to modify or amend these T&Cs. If there is any inconsistency between these T&Cs and terms and conditions contained in any other document submitted by Buyer or exchanged by Seller (including purchase orders, acknowledgements, requests for proposal, invoices, etc.), these T&Cs shall control even if Buyer's documents expressly limit acceptance to use of Buyer's terms and conditions. These T&Cs and any basic Order terms (i.e., list of the Products, quantity, UPC or item number, requested delivery date; price, billing address and delivery location) constitute the entire agreement between the parties as to any particular purchase by Buyer of Products.

Orders. Buyer will provide written Orders to Seller from time to time. An Order is not considered accepted by Seller until the Products are shipped or until Seller sends an acknowledgement.

Price; Payment. Prices for the Products are based on the price list that Seller most recently provided to Buyer, which Seller may update at any time. Payment terms are as indicated on the invoice. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, and Buyer shall reimburse Seller for all expenses and costs incurred or expended by Seller in enforcing any of its rights hereunder and/or collecting any past due sums, whether or not suit is commenced. Buyer may not reduce any payment by any alleged discounts or other deductions without Seller’s prior written consent. Buyer is responsible for paying all applicable local, state, federal, use, sales and excise taxes in relation to the purchase of the Products as well as any state bottle deposits direct to the governing bodies who have jurisdiction over such deposits. In the event Seller is required to pay any such taxes or other charges, Buyer shall reimburse Seller therefor on demand.

Delivery; Title. All Products are delivered FOB (per Incoterms 2010) Seller’s warehouses in the United States, unless otherwise agreed. All delivery dates are approximate. Risk of loss and title for Products will pass to Buyer upon delivery to Buyer or its designee at the applicable FOB Seller Warehouse. Where permitted by law, Buyer hereby grants to Seller a security interest in Products sold until full payment is received. Buyer authorizes Seller to file a UCC financing statement to perfect this security interest at any time.

Inspection. Buyer shall carefully inspect all Products and shipping documents promptly upon delivery of Produc No claim for non- conformity, defect, shortage or damage will be valid or enforceable against Seller unless Buyer gives Seller written notice specifying in detail the issue within 24 hours from the date that Buyer receives the Products. Buyer shall supply such reasonable documentation as to any loss as Seller may request. Buyer shall be deemed to conclusively accept all Products not rejected in accordance with the preceding sentences. If any Products are non-conforming, Buyer has provided proper notice, and if the non-conformity was not caused by Buyer or due to misuse or handling after Seller delivered the Product to Buyer, Seller will, at Seller’s option, (i) replace the non- conforming Products at no additional charge to Buyer or (ii) reimburse Buyer for amounts Buyer paid for such non-conforming Products, and such refund or return shall be Seller’s sole obligation and Buyer’s exclusive remedy for any nonconformity of the Products. Buyer shall comply with Seller’s instructions for maintenance, services and use of the Products and shall keep proper records thereof.

Changes. Seller may at any time make any changes in the ingredients, formula, and manufacturing process of the Products as Seller deems appropriate without notice to Buyer. If Seller changes the ingredients, formula, manufacturing process or discontinues the manufacture or sale of any Products, Seller shall have no obligation to make any such changes to ingredients, formula, manufacturing process in any Products previously ordered by or shipped to Buyer or to fill any Order for any discontinued Products submitted to Seller after the date of such discontinuance. Seller may furnish stable substitutes for materials unobtainable because of priorities or regulations established by governmental authority or non-availability of materials from suppliers.

Warranties; Disclaimer of Warranties. Seller represents and warrants that prior to the “best by” date on the Product packaging, the Products (i) will conform to the specifications, and (ii) be merchantable and fit for their intended purpose. THE WARRANTIES SET FORTH IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES AND COMPRISE SELLER’S SOLE AND ENTIRE WARRANTY OBLIGATION TO BUYER IN CONNECTION WITH THE PRODUCTS. SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Limit of Liability. SELLER WILL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, CONTINGENT, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, REVENUE OR USAGE, COST OF SUBSTITUTE PRODUCTS, ADDIT1ONAL COSTS INCURRED BY BUYER, OR CLAIMS OF THIRD PARTIES. SELLER’S TOTAL LIABILITY TO BUYER FOR DAMAGE OR LOSS ARISING OUT OF, OR IN ANY WAY RELATED TO, THE SALE OF PRODUCTS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND/OR GROSS NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY OR ANY OTHER CAUSE SHALL IN NO EVENT EXCEED THE PRICE OF PRODUCTS TO WHICH SUCH CLAIM RELATES.

Recall. If any government agency requires the recall of any Products or packaging or Seller reasonably determines that any Products or packaging should be recalled or should be withdrawn from distribution and sale, then Seller and Buyer shall coordinate the immediate cessation of sale and distribution and the recall or withdrawal, as determined by Seller to be necessary, of all such Products or packaging. If determined by Seller to be necessary or advisable, Buyer and Seller shall cooperate to recall or reacquire the applicable Products or packaging from any purchaser thereof. In no event shall Buyer be entitled to recover lost profits or other consequential damages as a result of any recall of the Products.


If the problem at issue was caused by Buyer, then Buyer shall pay the costs and expenses associated with any such recall, and Buyer shall indemnify Seller for its reasonable costs and expenses associated with such recall. Buyer shall immediately notify Seller with full particulars and contact details of any customer and/or consumer complaint, claim or allegation of a defect in the Products which may affect their safety or result in liability (a “Product Complaint”). Seller shall be responsible for dealing with and responding to all Product Complaints and (where applicable) conduct all proceedings relating to or concerned with Product Complaints, but Buyer shall offer such assistance, information and cooperation as Seller may reasonably request. Buyer shall not settle or compromise a Product Complaint.

Reseller Provisions. To the extent Buyer is an approved reseller or distributor of Products without the prior written consent of Seller, Buyer will (a) follow Seller’s Reseller Policy as it may be amended by Seller from time to time, (b) not sell Products to any sub distributors or other resellers, (c) not sell outside the United States, and (d) not sell on any internet sites unless specifically approved in writing by Seller. Buyer’s right as a reseller is non-exclusive so Seller may appoint other resellers at any time. Buyer will comply will all state, local and federal laws at all times.

Intellectual Property. All trademarks, trade names, trade dress, endorsements, icons, designs and logos, as well as any other text or images that appear on packaging or collateral materials, and used in connection with the marketing, promotion and/or sale of Products (collectively, the “Trademarks”) are and shall remain the sole and exclusive property of Seller. If Buyer operates as a reseller of the Products, Seller grants to Buyer the non-exclusive, non-transferable and non-sublicensable right to use the Trademarks solely in connection with its promotion, marketing, and sale of the Products pursuant to this Agreement, and only in a manner (a) consistent with the maintenance of the Trademarks and (b) that preserves and protects such Trademarks under applicable state and federal law. Buyer shall promote, market, and sell the Products using only the Trademarks. When using Trademarks, Buyer shall comply with all of Seller’s reasonable requests regarding the appearance of the Trademarks on promotional or marketing materials, including but not limited to with respect to use of the ™ and ® designation.

Force Majeure. Except for payment obligations herein, neither party will be liable for performance delays or for non-performance, and any loss or damage that may result from such delays or non-performance, due to causes beyond its reasonable control, including, without limitation, any act of God, embargo or other governmental act, pandemic, epidemic, regulation or request, fire, accident, strike, slowdown, war, act of terrorism, riot, or delay in transportation.

Indemnification. Buyer agrees to defend, indemnify, and hold harmless Seller and its affiliates, or their respective officers, directors, employees, shareholders, agents, successors, or assigns from all liabilities, claims, and expenses, including attorneys’ fees, that arise from (i) Buyer’s breach of these T&Cs; (ii) the negligent or more culpable act or omission of Buyer or its employees or agents; and (iii) any failure by Buyer to comply with any applicable laws.

Governing Law; Venue; Attorneys’ Fees. These T&Cs shall be governed by, and any dispute arising hereunder shall be determined in accordance with, the laws of State of Colorado, without giving effect to conflict of laws principles. Buyer and Seller irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts sitting in or near Arapahoe Country, In addition to other remedies, the prevailing party shall be entitled to recover such amount as the court may adjudge reasonable as attorneys’ fees and expenses in the enforcement action or any appeal.

Insurance. Buyer shall obtain and keep in force at its own cost and expense, comprehensive general liability insurance, including product liability, with a minimum combined single limit in the amount of not less than $2,000,000 in the aggregate for bodily harm or personal injury to, illness of, or death of persons and damage to property occurring as a result of the Products sold under these T& Such insurance shall name Seller as an additional insured.

Standards of Care. Buyer will follow all reasonable handling guidelines for products that are stored in glass and plastic containers including, but not limited to, (i) handling all Products with care and (ii) ensuring the Products stay upright and in cool and dry conditions away from direct sunlight.

Miscellaneous. Neither party will be liable for performance delays or for non-performance due to causes beyond its reasonable control, except for payment obligation There is no relationship of partnership, joint venture, employment, franchise or agency between the parties and Buyer will not have the power to bind Seller or incur obligations on Seller’s behalf without Seller’s prior written consent. If any provision of these T&Cs shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, this provision shall not affect any other provision or provisions contained in these T&Cs. None of the provisions of these T&Cs shall be (a) deemed to have been waived unless such waiver shall be set forth in writing signed by Seller, or (b) subject to modification or waiver by course of performance, course of dealing, or usage of trade.

Agreement (“Reseller”), effective as of the Effective Date set forth on the signature page to this Agreement.

For wholesale, the reseller agreement is as follows:

1. CERTAIN DEFINITIONS. For purposes of this Agreement: (a) “Accounts” means the accounts listed and/or described on Exhibit A attached hereto, other than the Excluded Accounts (as defined therein); (b) “Products” means the products of Company described on Exhibit B attached hereto; (b) “MAP” means Company’s minimum advertised pricing policy (effective January 1, 2021), as described on Exhibit C attached hereto; and (d) “Online Policy” means Company’s online sales policy, as described on Exhibit D attached hereto, which, for the avoidance of doubt, shall only apply to the extent Exhibit A (Accounts) grants Reseller the right to sell the Products to one or more Internet marketplaces.

2. RESELLER SERVICES. Reseller shall use its best efforts to directly resell the Products, on a non- exclusive basis, and to properly service all Accounts. All purchase orders for the Products shall be subject to acceptance by Company. Reseller shall provide Company with written reports regarding sales of the Products by Reseller, in such form and frequency as requested by Company from time to time. Reseller shall perform the services hereunder in accordance with all applicable international, federal, state, local and other laws, rules, regulations (collectively, “Laws”).

3. NO TRANSHIPMENT. Reseller shall not directly or indirectly sell, resell or otherwise distribute the Products to any accounts or territories other than the Accounts, whether brick-and-mortar or Internet, whether wholesale or resale, without the prior written permission of Company. Reseller acknowledges that such action could cause irreparable and incalculable harm to Company. In addition to all other remedies available to Company for such breach, Reseller shall pay to Company, as liquidated damages and not as a penalty, the greater of the following amounts: (i) the costs and fees associated with Company’s investigation and enforcement regarding Reseller’s unauthorized sales; or (ii) five times (5X) the price of the Products transshipped in violation of this Section 3. The parties agree that these damages are not punitive, that Company’s damages due the breaches of this Section 3 are difficult to quantify, and that these liquidated damages are a reasonable approximation of Company’s damages in the event of such a breach.

4. RESELLER REPRESENTATIONS, WARRANTIES AND COVENANTS. Reseller represents, warrants and covenants (as applicable) to Company as follows: (i) Reseller has the full right and legal authority to enter into and fully perform this Agreement in accordance with terms herein without violating the rights of any other person or entity; (ii) Reseller shall maintain all required governmental licenses, permits and other authorizations, and shall store, handle and resell the Products, in each case, in compliance with all Laws, the MAP (effective January 1, 2021) and, if applicable, the Online Policy; (iii) Reseller has sufficient personnel and capacity to perform its obligations under this Agreement; and (iv) Reseller shall not sell any Product which is adulterated, damages or otherwise unfit for sale, including any Product which has an expired shelf life.

5. PRICING AND PAYMENT. The price payable by Reseller for the Products shall be as established by Company from time to time in Company’s sole discretion, available directly from the seller (Company), and any pricing changes taking effect following thirty (30) days’ written notice to Reseller. Reseller shall pay for the Products in accordance with Company’s invoicing procedures, as the same may change from time to time. Reseller acknowledges and agrees that, in addition to the price established by Company for the Products, Reseller shall be responsible for all local, state, federal taxes and duties imposed upon its purchase and sale of the Products.

6. INSPECTION. Reseller shall carefully inspect all Products upon delivery of Products. No claim for nonconformity, defect, shortage or damage will be valid or enforceable against Company unless Reseller gives Company written notice specifying in detail the issue within 24 hours from the date that Reseller receives the Products. Reseller shall supply such reasonable documentation as to any loss as Company may request. Reseller shall be deemed to conclusively accept all Products not rejected in accordance with the preceding sentences. If any Products are non-conforming, Reseller has provided proper notice, and if the nonconformity was not caused by Reseller or due to misuse or handling after Company delivered the Product to Reseller, Company will, at Company’s option, (i) replace the non- conforming Products at no additional charge to Reseller or (ii) reimburse Reseller for amounts Reseller paid for such non-conforming Products, and such refund or return shall be Company’s sole obligation and Reseller’s exclusive remedy for any nonconformity of the Products. Reseller shall comply with Company’s instructions for maintenance, services and use of the Products and shall keep proper records thereof.

7. RESALE IN CALIFORNIA. To the extent Reseller resells Products in the State of California, or has reason to know the Products it resells will eventually be sold to end users in California, whether through physical retail or e-commerce, Reseller shall be solely responsible for ensuring the labeling and warnings applied to or associated with the applicable Products comply in all respects with the Laws of California, including but not limited to California’s Safe Drinking Water and Toxic Enforcement Act of 1986, otherwise known as Proposition 65 (“Prop 65”) Upon Reseller’s written request, Company may, in its sole discretion, assist Reseller with such compliance at Reseller’s sole cost provided that any such assistance by Company shall not relieve Reseller of it’s obligations under this Agreement with respect to such Prop 65 compliance.

8. TERMINATION OF AGREEMENT. (a) Either party may terminate this Agreement, for any or no reason, upon thirty (30) days’ written notice to the other party; and (b) Upon any termination of this Agreement, neither party shall have any further financial or other obligations to the other party hereunder, except that Reseller shall remain obligated to pay Company all sums due to Company as of the effective date of termination. Within ten (10) days of termination of this Agreement for any reason, Reseller agrees to provide Company with a list of its inventory of the Products. Company, at its option, will have the right to repurchase from Reseller any or all saleable Products in Reseller’s inventory by sending written notice of the exercise of such option within thirty (30) days from the effective date of expiration or termination or the date Company receives the foregoing list, whichever last occurs. The purchase price of such Products will be at the net invoice prices at which the Products were originally purchased by Reseller, less any discounts or allowances that Company may have given Reseller on account of such Products. If such option to repurchase is exercised by Company, Reseller agrees, at Reseller’s expense, to deliver to Company Reseller’s inventory of the Products in their original packages within thirty (30) days of receipt of Company’s notice of exercise.

9. INDEMNIFICATION; RECALL; INSURANCE. Reseller shall defend, indemnify and hold harmless Company, its owners, officers, directors, agents, representatives and employees and their successors and assigns, from and against any and all damages, liabilities, losses, costs and expenses (including, without limitation, attorneys' fees) resulting from any claims arising out of or in connection with (x) breach by Reseller of any covenant, obligation, representation or warranty contained herein, (y) violation of Law by Reseller or a Product’s non-compliance with the labeling and warning requirements under Prop 65, or (z) the negligence, recklessness or willful misconduct of Reseller or its employees or agents. If any governmental agency determines for any reason that any Products and should be recalled, or if Company determines for any reason to withdraw any Products from the market, Company shall repurchase such Products from Reseller at the price paid by Reseller, plus shipping costs; provided, however, that in the event such recall or withdrawal is due to (i) the acts or omissions of Reseller, Company shall have no financial or obligation to Reseller, and Reseller shall indemnify Company for any and all losses, costs and expenses Company incurs in connection with such recall or withdrawal, or (ii) the acts or omissions of Company, Reseller shall have no financial or obligation to Company, and Company shall indemnify Reseller for any and all losses, costs and expenses Reseller incurs in connection with such recall or withdrawal, or (iii) a change in any Law, or a change in the enforcement of any Law, whether at the federal, state or local level, including, without limitation, as related to the treatment of CBD, then, Company and Reseller shall share the costs of such recall or withdrawal on a 50/50 basis. Reseller shall obtain and maintain, at its own expense, commercial general liability insurance and product liability insurance in commercially reasonable amounts, and Reseller shall name Company as an “additional insured” on all such policies.

10. INTELLECTUAL PROPERTY; PROMOTIONAL MATERIALS. Reseller acknowledges and agrees that Company is the sole and exclusive owner of all formulas, trade secrets, trade names, trademarks and other confidential and proprietary information and materials utilized in connection with the sale of the Products (the “Company IP”). Reseller currently has no right, title or interest in or to the Company IP, and during the term of this Agreement, Reseller shall not acquire any right, title or interest of any kind or nature whatsoever in or to the Company IP, or the goodwill associated therewith. Any use of the Company IP by Reseller shall be to promote the Products in the best possible manner as determined by Company in its sole discretion, and may be terminated by Company at any time in the Company’s sole discretion. During the term of this Agreement, Company may make available to Reseller such promotional funds and advertising, display, and promotional materials for the Products as Company deems appropriate in its sole and absolute discretion. Reseller agrees that any promotional funds received by Reseller under any Company promotional funds program shall be used by Reseller solely for the promotion of the Products and for no other purpose. Reseller agrees to maintain and make available to Company reasonably detailed documentation and records of Reseller’s use of any such promotional funds as required by Company’s terms and conditions governing any such programs.

11. CONFIDENTIALITY. In furtherance of the negotiation and performance of this Agreement, Company may disclose certain confidential information to Reseller, which confidential information may include, but not be limited to, information pertaining to Company’s financial affairs, business systems, marketing strategies, trade secrets, products, designs, flavors, equipment, manufacturing processes, technologies and other technical and commercial information (“Confidential Information”). Reseller shall not use, disclose, or otherwise exploit any Confidential Information for any purpose not specifically authorized in this Agreement. Confidential Information shall only be disclosed to those employees of Reseller that need to know such information to effectively perform their obligation to resell the Products in accordance with this Agreement.

12. AMENDMENT AND ASSIGNMENT. This Agreement may be amended only by the written agreement of the parties, provided, however, that Company may unilaterally add or remove Accounts from time to time upon written notice to Reseller. This Agreement may not be assigned by Reseller without the prior written consent of Company. Company shall have the unconditional right to assign this Agreement to an affiliate, subsidiary or successor in interest.

13. NO PARTNERSHIP. This Agreement does not constitute and shall not be construed as constituting a partnership, joint venture or franchisor/franchisee relationship between the parties, and Reseller hereby waives and disclaims, to the fullest extent permitted by law, any and all laws, rules and regulations which create, establish, imply or otherwise protect any franchisor/franchisee relationship.

14. NOTICES. All notices required or permitted by this Agreement shall be in writing and may be delivered via email, delivered personally, or sent by US certified mail (postage pre-paid, return receipt requested) or national overnight courier service (with delivery tracking) to a party’s address as set forth on the signature page to this Agreement.

15. CHOICE OF LAW. This Agreement shall be governed in accordance with the laws of the State of Washington, without reference to its choice or conflict of law provisions.

16. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between Company and Reseller with respect to the subject matter hereof, and supersedes all prior agreements and understandings, whether written or oral, with respect to the same. This Agreement may be executed in multiple counterparts. Notwithstanding anything to the contrary in this Agreement, the provisions set forth in the following Sections shall survive any termination of this Agreement: 3 (as applicable), 4, 5 (as applicable), 7, 8, 9, 10, 11, 12, 13, 14, 15 and this 16

Authorized Reseller within its own discretion can choose to acquiesce or not acquiesce with this MAP Policy. Seller will not discuss conditions of acceptance related to this MAP Policy. This MAP Policy is non- negotiable and will not be altered,• Reseller must have a mechanism in place for confirming to the ordering customer each order placed through its website and when each order was shipped to the destination designated by the ordering customer.

-Reseller must display its policies and procedures for customer returns, refunds and exchanges on its website. Reseller’s website must clearly and conspicuously set forth that: (a) Reseller, and not BHB, is making the sale to the customer and (b) the terms and conditions directly and indirectly applying to returns, refunds and exchanges by customers are those of Reseller, and not BHB. Reseller must provide its own facilities and personnel to address and resolve all Product exchange, refund or return requirements.


-Reseller shall adhere to and comply with all pertinent State and Federal regulations, statutes and rules applicable to taking orders or conducting business over or through the Internet. Compliance.


-Reseller must copy and distribute this Addendum to each of its employees who are involved in Internet sales. Reseller must establish policies and procedures that will ensure compliance with this Addendum and must take affirmative steps to ensure compliance with this Addendum.


-Source Code Essentials, LLC shall have the sole, complete and final discretion to decide whether the content of a particular website, advertisement, sponsored link or on-line marketing violates this Addendum.

-Source Code Essentials, LLC has the sole, complete and final discretion to determine if Reseller has complied with this Addendum. Any violation of this Addendum as determined by Source Code Essentials, LLC in its sole, complete and final discretion may, in Source Code Essentials, LLC sole, complete and final discretion, result in the suspension or termination of Reseller's authority to use the Authorized Marks in sponsored links, to display the Authorized Images on its website or to sell the Company’s Products via the Internet.

CONTACT

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1848 W. Broadway Ave

Spokane, Washington

(509) 939-3878

[email protected]

© Source Code Essentials 2020 | All Rights Reser ved