Terms and Conditions 

This agreement is made by and between Eastern Plains Hemp LLC (hereinafter “EPH”) and purchase order buyer (hereinafter “Buyer”) for the purchase of seed and/or material from EPH.

  

  1. EPH is engaged in the business of developing and supplying for sale various varieties and/or hybrids of feminized hemp seeds.  Buyer desires to purchase from EPH and EPH to sell to Buyer Cherry Wine S1 (individually, or collectively, the “Seed”).
  2. EPH shall have no obligation to Buyer under this Agreement until such time as Buyer delivers a signed copy of this contract to EPH, the Sales Price is paid to EPH in cleared funds and EPH provides Buyer with a fully executed copy of this Agreement.    
  3. Buyer may inspect the Seed and all documentation, certifications and test results EPH deems relevant, whether prepared by EPH or others (the “Documentation”), , with said inspection to occur upon Buyer’s request, at a time and date selected by EPH at its sole discretion, prior to delivery of the Seed to Buyer.  If Buyer fails to inspect the Seed and/or Documentation prior to delivery, or inspects the Seed and/or Documentation but fails to reject the Seed prior to delivery, Buyer waives any right to reject the Seed or make any claim relating to the Seed or the Documentation. If Buyer timely rejects the Seed, Buyer’s sole and complete remedy shall be a refund of the Sales Price.  
  4. Risk of loss will be on and ownership of the Seed shall remain with EPH until delivery of the Seed to Buyer.  Delivery of Seed to Buyer shall occur when EPH provides the Seed to Buyer, at EPH’s Facility, or if Buyer chooses to use USPS, FedEx , UPS or a similar delivery service (“Service”), upon EPH’s delivery of the Seed to said service (“Delivery”).  Use of a Service shall be at Seller’s expense; any delivery insurance shall be at Buyer’s expense; documentation provided to EPH by the Service reflecting receipt of the Seed from EPH shall be conclusive proof of Delivery.
  5. The Seed will perform differently in different growing environments; therefore, no warranty can be or is given as to the nature, size, CBD or THC content (or other characteristic) or appearance of any plants grown from the Seed.  Buyer shall be solely responsible for determining whether or not the anticipated growing conditions are suitable for the Seed; Buyer shall not rely on any advice given by EPH, it’s employees and agents in this respect.  Any such advice given shall be without liability to EPH, its employees and agents, and shall not be deemed to be a representation.
  6. All information relating to varieties, varietal characteristics or periods of maturity and all descriptions and illustrations contained in the EPH catalog, price list, website, and advertisements or otherwise communicated to Buyer are intended to present merely a general idea of the Seed described and shall not form part of this Agreement or constitute a representation on the part of EPH.
  7. Disease of plants can be transmitted by wind, insects, animals, or by human agencies and can be Seed or soil borne.  While EPH believes the Seed to be free from latent defect, EPH does not warrant that any Seed is free from such defect.  
  8. All parties represent and warrant that each possesses the appropriate state and/or federal licenses and/or registrations necessary to operate in compliance with all laws, regulations and ordinances within their state.  
  1. The Seeds are sold “as is’” and Seller expressly disclaims all warranties, whether express or implied, including, but not limited to, any implied warranty of merchantability or fitness of the Seed for a particular purpose.  EPH gives no WARRANTY, expressed or implied, of MERCHANTABILITY or FITNESS of the Seed for any particular purpose, nor any warranty against loss due to any cause, including environmental conditions, soil conditions, chemicals or farming practices, or the response of the Seed to any such conditions. EPH shall not be liable for incidental or consequential damages, including loss of profits. EPH’S LIABILITY for damages for any cause, including breach of contract, breach of warranty, and negligence, with respect to the sale of seed is LIMITED to the Sale Price. THIS REMEDY IS EXCLUSIVE. BY ACCEPTANCE OF THE SEED, USER ACCEPTS THE TERMS HEREIN. 
  2. Buyer assumes all liability for damages that may arise from use, storage, or disposal of Seed.  EPH will not be liable to Buyer for any loss, claim, or demand made by the Buyer, or made against the Buyer by any other party due to or arising from the use, storage, or disposal of the seed.  Buyer agrees to indemnify, hold harmless, and defend EPH against any claims, costs, or other liabilities which may arise as a result of Buyer’s use, storage, or disposal of seed and/or material.
  3. EPH shall not be liable to Buyer for any delay, non-delivery or default of this Agreement due to labor disputes, transportation shortage, fires, accidents, Acts of God, or any other causes outside of EPH’s control.  EPH shall notify Buyer immediately upon realization that it will not be able to deliver the Seed as promised.  In that event, either EPH or Buyer may terminate this Agreement, by providing written notice of its intent to do so, and Buyer’s sole and complete remedy shall be a refund of the Sales Price.  
  4. Under no circumstances shall EPH be liable to Buyer or any third party for damages resulting from any part of this Agreement or from use of the Seed, such as, but not limited to, loss of revenue or anticipated profit or lost business, cost of delay or failure of delivery.
  5. IN NO EVENT SHALL EPH BE LIABLE TO BUYER FOR SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, WHETHER ALLEGED TO BE ATTRIBUTED TO A BREACH OF THIS AGREEMENT, TO TORT OR NEGLIGENCE OR OTHERWISE. IN NO EVENT SHALL EPH BE LIABLE TO BUYER FOR LOST PROFITS RESULTING FROM AN ALLEGED BREACH OF THIS AGREEMENT, EVEN IF, UNDER APPLICABLE LAW, SUCH LOST PROFITS WOULD NOT BE CONSIDERED CONSEQUENTIAL OR SPECIAL DAMAGES.  THE PARTIES AGREE THAT THE MAXIMUM LIABILITY THAT EPH MAY BE HELD RESPONSIBLE FOR SHALL BE THE SALES PRICE.
  6. The purchase of the Seed includes a limited license under EPH’s intellectual property rights in the Seed to produce a single crop.  In consideration of the foregoing, and in consideration of the Seed that User has been sold or otherwise granted the right to use, Buyer hereby acknowledges and agrees that the Seed will be used only cultivation of mature hemp plants, and will not be used for the cultivation of seed, breeding, or any variety or hybrid improvement purposes unless Buyer obtains EPH’s prior written agreement. Buyer acknowledges EPH has a proprietary interest in the use of subsequent production from the Seed, and agrees it would be a violation of this Agreement to allow the subsequent production of the Seed to be used to create any seed variety or seed product from said production. 
  7. Buyer agrees and acknowledges that any use of the Seed which is forbidden by this Agreement will constitute a misappropriation of the personal property of EPH and will therefore result in a breach of this Agreement. Buyer agrees and acknowledges that any use of the Seed, which is forbidden by this Agreement, will damage EPH’s legitimate expectation of future sales of the Seed, and any use of the Seed in violation of this Agreement will constitute an attempt to intentionally injure or destroy EPH’s prospective business expectations in future sales of the Seed. Buyer agrees and acknowledges that any use of the Seed in violation of this Agreement will cause substantial damage to EPH and/or its suppliers, and that if subsequent production of the Seed is used to create a seed variety or seed product, substantial damage to EPH for all seed varieties or seed products thereby created will be caused. 
  8. Buyer agrees that EPH may bring an action to recover damages as a result of the breach of this Agreement, along with reasonable attorney fees and costs associated with any action commenced in regard thereto. User further agrees that the exclusive venue for any dispute arising under this Agreement or in connection to any breach thereof shall be in the federal or state courts for Arapahoe County, Colorado (state), and hereby irrevocably consents to the personal jurisdiction of such courts. This Agreement shall be governed under the laws of the State of Colorado.  THE PARTIES INTENTIONALLY, KNOWINGLY AND VOLUNTARILY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN CONNECTION WITH OR PURSUANT TO ANY SUCH DISPUTE AMONG THE PARTIES RELATED TO OR ARISING FROM THIS AGREEMENT.
  9. Each of the Parties hereto shall preserve as strictly confidential and proprietary this Agreement and all information and materials that the other Party (“Disclosing Party”) may provide to Receiving Party in connection with this Agreement (collectively “Confidential Information”). 
  10. If any part of this agreement shall be invalid or shall be determined to be void by any court of competent jurisdiction, then such provision or determination shall not affect any other provision of this agreement, all of which other provisions shall remain in full force and effect.  
  11. This Agreement may only be amended by a writing signed by the Parties hereto.  This Agreement shall inure to the benefit of, and be binding upon and enforceable by, the Parties hereto and their respective heirs, executors, successors and permitted assigns.  
  12. Nothing herein contained will create or shall be deemed to create a partnership, joint venture or agency relationship between the Parties to this Agreement and no Party will have the authority to bind another Party in any respect.  The relationship created hereby is strictly that of buyer and seller.
  13. This Agreement may not be assigned, in whole or in part, by Buyer without prior written consent of EPH.  
  14. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be mailed by registered or certified mail, return receipt requested, or sent by an overnight delivery service from which a receipt may be obtained, with a copy by email, addressed to the addresses on the purchase order, or such other addresses as the Parties may request notices be delivered to in the future.
  15. The waiver by any Party of a breach of any provision of this Agreement will not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of any party to insist upon strict adherence to any term of this Agreement will not constitute a waiver by such Party to require at some subsequent time strict adherence to such term. Any waiver must be in writing and signed by the Party against whom charged.
  16. This Agreement is not to be construed against the drafting Party, nor shall any specific provision be construed against the drafter of such provision.