While we aim to provide the cleanest, healthiest clones through rigorous operating procedures, regular pathogen screening tests by third-party laboratories, and diligent pest scouting efforts to ensure our plants are free of harmful bugs, we cannot guarantee our plants.  In the event of a situation where the plants are deemed unusable, we will work together to understand why and try to find a solution.

Trusted Farms Genetics, inc.

TERMS AND CONDITIONS

APPLICATION AND ENTIRE AGREEMENT

1. These terms and conditions will apply to the purchase of Plants detailed in the Sales Order attached hereto and incorporated herein by reference by the buyer (you) from Trusted Farms Genetics, inc., a California corporation with its principal place of business at 2230 Sunset Blvd. Suite 360, Rocklin, California 95765 (we or us).
2. These terms and conditions will be deemed to have been accepted by you when (1) you accept them or the Sales Order, (2) pay any applicable Deposit, or (3) from the date of any delivery of the Plants (whichever happens earlier) and will constitute the entire agreement between us and you.
3. These Terms and Conditions and the Sales Order (together, the Contract) apply to the purchase and sale of any Plants between us and you, to the exclusion of any other terms that you try to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
4. These Terms and Conditions shall supersede any prior terms and conditions between you and Trusted Farms Genetics, inc.

GOODS

5. The description of the Plants is set out in the Sales Order. In accepting the Sales Order, you acknowledge that you have not relied upon any statement, promise or other representations about the Plants by us. Descriptions of the Plants set out in our Sales Order or quotation are intended as a guide only. Any technical advice furnished to you relating to the use of the Plants is intended as a guide only and should not be relied upon by you.

PRICE

6. The price (Price) of the Plants is set out in the Sales Order current at the date of your order or such other price as we may agree in writing.
7. If the cost of the Plants to us increases due to any factor beyond our control including, but not limited to, material costs, labor costs, alteration of exchange rates or duties, or changes to delivery rates, we can increase the Price prior to delivery.
8. Any increase in the Price under the clause above will only take place after we have informed you about it.
9. You may be entitled to discounts. Any and all discounts will be at our discretion.
10. The Price is exclusive of fees for packaging and transportation/delivery.
11. The Price is exclusive of any applicable VAT and other taxes or levies which are imposed or charged by any competent authority.

CANCELLATION AND ALTERATION

12. Details of the Plants as described in the clause above (Plants) and set out in our Sales Order are subject to alteration without notice and are not a contractual offer to sell the Plants which is capable of acceptance.
13. The Sales Order (including any non-standard price negotiated in accordance with the clause on Price) (above) is valid for a period of 30 days from the date shown in it unless expressly withdrawn by us at an earlier time.
14. Either of us can cancel the order for any reason prior to your acceptance (or rejection) of the Sales Order.
15. You may cancel this agreement by providing written notice of at least seven (7) days before the scheduled delivery date. In the event you do not cancel the agreement on or before this deadline, and subsequently default, you shall forfeit the Deposit and remain subject to all other legal and equitable remedies available to us.

PAYMENT AND DEPOSIT

16. Unless otherwise agreed upon, you must pay a deposit (Deposit) of 25% of the amount set forth in the Sales Order to secure and finalize your order. The Deposit shall be due upon a date decided between us and you (Deposit Due Date). If any applicable Deposit is not fully paid on or before the Deposit Due Date, we reserve the unilateral right to cancel the Sales Order without notice to you.
17. We will invoice you for the Price either:
    1. On or at any time after delivery of the Plants; or
    2. Where the Plants are to be collected by you or where you wrongfully do not take delivery of the Plants, at any time after we have notified you that the Plants are ready for collection or we have tried to deliver them.
18. You must pay the Price at time of delivery, unless otherwise agreed upon in writing, or within 30 days of the date of our invoice or otherwise according to any credit terms agreed between us in writing.
19. You must make payment even if delivery has not taken place and/or that the title in the Plants has not passed to you.
20. If you do not pay within the period set out above, we will suspend any further deliveries to you and without limiting any of our other rights or remedies for statutory interest, charge you interest at the rate of 1.5% per month, which shall be compounded monthly.
21. Other charges (shipping and handling, taxes, royalties and assessments) may be added at invoicing and is your sole responsibility. If the shipping and handling cost is advanced, it will be billed to you at cost and shall be due when invoiced.
22. Time for payment will be of the essence of the Contract between us and you.
23. All payments must be made in US Dollars unless otherwise agreed in writing between us.
24. Both parties must pay all amounts due under these Terms and Conditions in full without any deduction or withholding except as required by law and neither party is entitled to assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any such amount in whole or in part.

DELIVERY

25. We will arrange for the delivery of the Plants on the date specified in the Sales Order, if any, or on another date we agree to in writing or via electronic communication.
26. We will arrange for the delivery of the Plants to the address specified in the Sales Order, if any, or to another location we agree to in writing or via electronic communication.
27. If you do not specify a delivery address or if we both agree, you must collect the Plants from our premises.
28. If you do not take delivery of the Plants we may, at our discretion and without prejudice to any other rights:
    1. Store or arrange for the storage of the Plants and will charge you for all associated costs and expenses including, but not limited to, transportation, storage and insurance; and/or
    2. Make arrangements for the redelivery of the Plants and will charge you for the costs of such redelivery; and/or
    3. After 10 business days, resell or otherwise dispose of part or all of the Plants and charge you for any shortfall below the price of the Plants
29. We will attempt to deliver the Plants on the date indicated on the Sales Order or on any other date agreed upon. However, delivery may be delayed for circumstances beyond our control, including but not limited to, flood, drought, fire, frost, hail, contamination, and inventory errors.
30. If redelivery is not possible as set out above, you must collect the Plants from our premises and will be notified of this. We can charge you for all associated costs including, but not limited to, storage and insurance.
31. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. We will not be liable for any delay in delivery of the Plants that is caused by a circumstance beyond our control or your failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the Plants.
32. We can deliver the Plants by installments, which will be invoiced and paid for separately. Each installment is a separate contract. Any delay in delivery or defect in an installment will not entitle you to cancel any other installment.

INSPECTION AND ACCEPTANCE OF GOODS

33. You must inspect the Plants on delivery to you or collection from us.
34. If you identify any damages or shortages, you must inform us in writing within 2 days of delivery, providing details.
35. Other than by agreement, we will only accept returned Plants if we are satisfied that those Plants are defective and, if required, have carried out an inspection.
36. Subject to your compliance with this clause and/or our agreement, you may return the Plants and we will, as appropriate, replace, or refund the Plants or part of them.
37. We understand that some losses may occur during shipment and transplanting. We will replace up to 2% of any such losses.
38. We will be under no liability or further obligation in relation to the Plants if:
    1. If you fail to provide notice as set above; and/or
    2. You make any further use of such Plants after giving notice under the clause above relating to damages and shortages; and/or
    3. The defect arises because you did not follow our oral or written instructions about the storage, commissioning, installation, use and maintenance of the Plants; and/or
    4. The defect arises from normal wear and tear of the Plants; and/or
    5. The defect arises from misuse or alteration of the Plants, negligence, willful damage or any other act by you, your employees, or agents or any third parties.
39. You bear the risk and cost of returning the Plants.
40. Acceptance of the Plants will be deemed to be upon inspection of them by you and in any event within 2 days after delivery.

RISK AND TITLE

41. The risk in the Plants will pass to you on shipment to you or pick-up by you.
42. Title to the Plants will not pass to you until we have received payment in full (in cash or cleared funds) for: (a) the Plants, and/or (b) any other Plants or services that we have supplied to you in respect of which payment has become due.
43. Until title to the Plants has passed to you, you must (a) hold the Plants on a fiduciary basis as our bailee; and/or (b) store the Plants separately and not remove, deface or obscure any identifying mark or packaging on or relating to the Plants; and/or (c) keep the Plants in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.
44. As long as the Plants have not been resold, or irreversibly incorporated into another product, and without limited any other right or remedy we may have, we can at any time ask you to deliver up the Plants.

TERMINATION

45. We can terminate the sale of Plants under the Contract where:
    1. You commit a material breach of your obligations under these Terms and Conditions;
    2. You are or become or, in our reasonable opinion, are about to become the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of insolvent debtors

DEFAULT AND REMEDIES

46. If you become insolvent, fail to make any payment within the time required, or fail to perform any other obligation imposed by these Terms and Conditions or by law, you shall be in default and we may immediately enforce any and all remedies provided by law.
47. Both parties (we and you) shall have all remedies afforded to each under the Uniform Commercial Code.

LIMITATION OF LIABILITY

48. Our liability under the Contract, and in breach of statutory duty, and in tort, misrepresentation or otherwise will be limited to this clause.
49. We warrant that the Plants are of the variety stated on the Sales Order and to be in good living condition at the time of shipment or delivery. Subject to the clauses above on inspection and acceptance and risk and title, all other warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
50. THE PLANTS ARE PROVIDED “AS-IS”. WE DO NOT WARRANT THAT THE PLANTS ARE OF MERCHANTABLE QUALITY OR THAT THEY CAN BE USED FOR ANY PARTICULAR PURPOSE. AFTER DELIVERY OF THE PLANTS, WE WILL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES SUFFERED BY YOU DUE TO ISSUES WITH OR RELATING TO THE PLANTS, INCLUDING, BUT NOT LIMITED TO, GENETIC MUTATIONS, PESTS OR DISEASE ISSUES.
51. If we do not deliver the Plants, our liability is limited, subject to the clause below, to the costs and expenses incurred by you in obtaining replacement Plants of similar description and quality in the cheapest market available, less the price of the Plants.
52. Our total liability will not, in any circumstances, exceed the total amount of the Price payable by you.
53. We will not be liable (whether caused by our employees, agents or otherwise) in connection with the Plants, for:
    1. Any indirect, special or consequential loss, damage, costs, or expenses; and/or
    2. Any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill; business interruption; or, other third-party claims; and/or
    3. Any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable control; and/or
    4. Any losses caused directly or indirectly by any failure or breach by you in relation to your obligations; and/or
    5. Any loss relating to the choice of Plants and how they will meet you purposes or the use by you of the Plants supplied.
    6. The exclusions of liability contained within this clause will not exclude or limit our liability for death or personal injury caused by our negligence; or for any matter for which it would be illegal for us to exclude or limit our liability; and for fraud or fraudulent misrepresentation.

INTERPRETATION AND PAROL EVIDENCE

54. This writing is intended to the final expression of the agreement concerning the matters contained herein, and is also intended as a complete and exclusive statement of the terms of the agreement. No course of prior dealings between us and you and no usage of the trade shall be relevant to supplement or explain any term used in this Contract. Acceptance or acquiescence in a course of performance rendered under this Contract shall not be relevant to determine the meaning of this Contract even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code is used in this Contract, the definition contained in the Code shall control.

COMMUNICATIONS

55. All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorized officer of that party).
56. Notices will be deemed to have been duly given:
    1. When delivered, if delivered by courier or other messenger (including registered mail) during the normal business hours of the recipient;
    2. When sent, if transmitted by fax or email and s successful transmission report or return receipt is generated;
    3. On the fifth business day following mailing, if mailed by regular mail; or
    4. On the tenth business day following mailing, if mailed by airmail.
    5. All notices under these terms and conditions must be addressed to the most recent address, email address or fax number notified to the other party.

CIRCUMSTANCES BEYOND THE CONTROL OF EITHER PARTY

57. Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the party in question.

NO WAIVER

58. No waiver by us of any breach of these Terms and Conditions by you shall be considered as a waiver of any subsequent breach of the same or any other provision.

SEVERANCE

59. If one or more of these Terms and Conditions is found to be unlawful, invalid, or otherwise unenforceable, that/those provisions shall be deemed severed from the remainder of these Terms and Conditions (which will remain valid and enforceable).

LAW AND JURISDICTION

60. This Agreement shall be governed by and interpreted according to the law of California and all disputes arising under the Agreement (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of California courts.

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