Documents

ISO 9001 Certificate 

 

TERMS AND CONDITIONS

  1. APPLICABLE TERMS. Any Purchase Order (“PO”) submitted by Purchaser / Customer for Products sold by Terpene Belt Processing, LLC, a wholly owned subsidiary of Eden Enterprises, Inc., (“TBP” or the “Company”) and all acceptances by TBP of Purchaser's order via Purchase Order and Invoice are submitted or made subject to these Terms and Conditions.  These Terms and Conditions shall not be modified unless made in writing as a change or as part of a new PO and Invoice. Failure of TBP to insist upon strict performance of any of these Terms and Conditions shall not constitute a waiver of such Terms and Conditions or a waiver of any default.  
  2. REPRESENTATIONS OF PURCHASER. Purchaser represents and warrants to TBP, which representations TBP may rely upon, that (a) Purchaser's acceptance of sale by TBP is authorized by appropriate act of Purchaser and is executed by an individual authorized to bind Purchaser; (b) Purchaser intends to use the Product for a use permitted by law and as represented to TBP; and (c) Purchaser is financially able to complete its obligations of payment of the full order price. Purchaser is responsible for obtaining all licenses, permits, or other approvals that may be necessary under all applicable State and Federal laws before any use, distribution, sale, transfer, or re-export of the Product and correspondingly for ensuring that the end-user and end use of the Product are permitted under all applicable State and Federal laws. Use, distribution, sale, transfer, or re-export of the Product contrary to all applicable laws is prohibited and is cause for cancellation of the PO. 
  3. PAYMENT TERMS. Payment will be due immediately upon Purchaser’s receipt of the PO and issuance of Sales Invoice provided by TBP. Fulfillment of the Purchase Order will commence immediately upon receipt of payment. All rates or fixed fees quoted in a TBP Sales Quote, unless otherwise specified, do not include shipping, handling, taxes, or other governmental charges. Such charges may be added to the quoted price and Purchaser agrees to pay them. Unless otherwise specified, all Sales Quotes expire fifteen (15) days after the effective date indicated in the Sales Quote and may be withdrawn or modified by TBP at any time before a Sales Invoice is issued. 
  4. ADDITIONAL COSTS. If a Purchaser requests certain action by TBP or requests or causes an unreasonable delay in action by TBP which act or delay results in additional cost to TBP, such costs will be invoiced to the Purchaser. Purchaser will pay such invoices on or before the date set forth on the invoices issued by TBP. All modifications or specific requests by Purchaser to quantity, specification, time of delivery, and place of delivery, or other aspects of the purchase and sale of the Product may result in additional costs. 
  5. RESALE CERTIFICATE. Purchaser shall submit with any Purchase Order a resale certificate or any other document or information necessary, under applicable State law, for TPB to confirm and document that Products sold to Purchaser will be resold and that the sale of Products to Purchaser is not subject to sales tax.
  6. CANCELLATION. An order shall not be cancelled except by mutual consent. TBP is not required to consent to cancellation if TBP has fulfilled the order. Furthermore, Purchaser is obligated for cost associated with any applicable discount or order minimum in effect at the time the PO was executed if the Purchaser fails to satisfy its obligation pursuant to the applicable discount or minimum agreed thereto.  
  7. DISCLAIMER. All products are provided on an “as is” and “as available” basis without warranties of any kind, either express or implied, including, without limitation, warranties of title or implied warranties of merchantability, fitness for a particular purpose, any particular genetic makeup or composition, or results to be achieved from use of product. TBP disclaims any and all warranties that the product will survive for any particular time, produce any particular result, as well as any and all warranties as to the results to be obtained from use of the product. No oral advice or written information given by TBP shall create a warranty; nor shall Purchaser rely on any such information or advice. Purchaser further acknowledges and agrees that no warranty is given with respect to the Product, use thereof or results to be obtained as there are numerous variables that affect such that are outside of the control of TBP including but not limited to use, treatment and incorporation of the Product as a raw input into a final product manufactured by Purchaser.  
  8. LIMITATION OF LIABILITY. In no event shall TBP be liable, under any theory at law, in equity or otherwise for any damages whatsoever, including but not limited to, incidental, indirect, special, consequential, punitive, or exemplary damages (including but not limited to lost profits, revenue, goodwill or loss of use or data) or any costs of substitute services arising out of or related to the Product or any use or the results of any use thereof or otherwise relating to the acquisition, possession and/or use of the Product or arising out of this agreement, which may be sustained by Purchaser or others, even if TBP had been advised, known or should have known of the possibility of such damages or costs, and Purchase shall hold harmless and defend TBP therefrom.
  9. PACKAGING AND LABELING. Purchaser is solely and exclusively responsible for compliance with all applicable packaging and labeling laws for any final product that contains or incorporates the Product sold by TBP to Purchaser, including but not limited to the inclusion of the Product as a listed ingredient on the package or label of a laws for any final product that contains or incorporates the Product. 
  10. INDEMNIFICATION. Purchaser hereby agrees to indemnify and hold harmless TBP from all liability, claims, demands, causes of action, charges, expenses, and attorney fees resulting from the sale of any Product by TBP whether caused by any negligent act or omission of the TBP or otherwise. Purchase further indemnifies and holds harmless TBP from all liability, claims, demands, causes of action, charges, expenses, and attorney fees relating to Purchaser’s use or incorporation of the Product into a final product manufactured by Purchaser.
  11. Intellectual Property Protection. During the Term and thereafter, for each party’s IP existing as of the PO and Invoice date and thereafter, each party shall not (i) use the other party’s IP in any manner without the express written permission of the other party, (ii) make any claim or take any action adverse to the other party’s ownership of the other party’s IP, or (iii) use any mark, anywhere, that is confusingly similar to the other party’s trademarks. “IP” is (i) any registered or pending patent, copyright or trademark, and (ii) programs, processes, services, service marks, trade secrets, know-how, or other proprietary rights. 
  12. DEFAULT AND REMEDIES. A default by Purchaser includes, for example, Purchaser’s failure to make any outstanding payment or ongoing minimum purchases as required, failure to make compliance-related information or documents available as required by TBP, or Purchaser entering bankruptcy or receivership. Upon default by Purchaser, the obligations of TBP will terminate completely and automatically. All amounts due to TBP under the PO and Sales Invoice will be immediately due and payable. Any applicable discounts or promotional pricing shall be terminated. In addition, Purchaser will be responsible for all costs and expenses incurred by TBP as a result of exercising its rights, including reasonable attorney fees, court costs, and collection costs. 
  13. FORCE MAJEURE. In the event of any act, delay, or failure to act by a federal, state, or local government, war conditions, civil unrest or political disturbances, fire, flood or other natural disaster, labor troubles, act of terrorism, communicable diseases, including pandemic, or any other circumstances beyond the control of TBP, should prevent, curtail or delay the performance by TBP, then such non-performance or delay will not be considered a breach, and TBP will be excused while such condition or circumstances and its consequences prevail, and the time for TBP to perform hereunder will be extended accordingly.
  14. MISCELLANEOUS TERMS. (a) Neither party may assign their rights and obligations under any Order submitted by Purchaser without the prior written consent of the other party, which shall not be unreasonably withheld. (b) Any consent, agreement, or notice required or permitted to be given or made by one of the parties hereto to other party will be in writing and will be delivered in person or by certified mail. Such notice will be effective upon receipt. Addresses and designated contact names will be set forth in the PO and related Sales Invoice and such addresses and designated contact names may be modified from time to time, by written notice to the other party, given in the aforesaid manner. (c) It is intended that each provision of these Terms and Conditions will be viewed as separate and divisible, and that in the event any provision is held to be invalid, the remaining provisions will continue in full force and effect. (d) No change, modification, or waiver to any terms or scope of any order will be binding and valid unless it is accepted in writing and signed by an authorized representative of TBP. No waiver of any of the provisions of these Terms and Conditions will be deemed or constitute, waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. 
  15. GOVERNING LAW AND JURISDICTION. These Terms and Conditions shall be governed by the law of the State of California without consideration of conflict of laws principles. 
  16. SHIPPING.  Shipping times may vary.  By purchasing products on the site Terpene Belt is not liable for any delays.  Terpene Belt will do its best to ship products in a timely fashion but from time to time extenuating circumstances may make it difficult to meet these processing time estimates.  By purchasing on this site you recognize the Terpene Belt cannot be held liability in any for any potential delays. 
  17. PROPOSITION 65 WARNING. The California Safe Drinking Water and Toxic Enforcement Act of 1986, commonly referred to as “Proposition 65.”  Proposition 65 requires entities doing businesses in California to provide warning to consumers about significant exposures to chemicals that have been identified by the state to cause cancer,  birth defects or reproductive harm.  In 2016, the California Office of Environmental Health Hazard Assessment (OEHHA) promulgated new consumer warning regulations that took effect on August 30, 2018 (27 Cal. Code Reg. Section 25600 et seq.).  TBP Products may contain beta-myrcene, a naturally occurring terpene found in certain strains of the cannabis plant, which is known to the State of California to cause cancer.  For more information go to www.P65Warnings.ca.gov