These Terms of Sale (“Terms”) apply to and form a part of any agreement with Precision Alchemy, LLC, an Oregon limited liability company (“Precision Alchemy”, “we”, “us” or “our”) for products, accessories, or other goods, and/or formulation, customization, or other services (collectively, “Goods”), and any sale, supply, or provision by Precision Alchemy are expressly limited to these Terms, unless otherwise agreed in a separate written agreement signed by Precision Alchemy which expressly supersedes some or all of these Terms. Any additional or different terms provided or delivered by you, the buyer (“you”) or on your behalf, or added to any request, purchase order, confirmation, business form, or email are expressly rejected, and no subsequent performance by Precision Alchemy will be an acceptance of any such terms or a modification or amendment of these Terms. The submission of an order or request for Goods is your express agreement that: (a) these Terms are incorporated into your order; and (b) any additional or inconsistent terms stated in your order are expressly waived by you and shall be severed from your order, including, any terms or conditions intended, or which may be construed, to reject or modify all or any portion of these Terms. By soliciting, purchasing, and/or accepting delivery of, the Goods, you warrant that you (a) hold a license from the Oregon Liquor Control Commission (OLCC) that permits the purchase of recreational marijuana products, which shall be valid and in good standing at all relevant times relating to the sale of the Goods; and (b) shall comply with all applicable laws, rule, regulations, and ordinances in connection with all transactions relating to these Terms.

 

 

Tender/Delivery. Goods will be tendered Incoterms Ex Works (EXW) at a Precision Alchemy facility (“Point of Tender”) using our standard methods for packaging and tender, unless Goods are delivered by/on behalf of Precision Alchemy, in which case, Goods will be tendered Incoterms Delivered at Place (DAP) and the Point of Tender will be the delivery point. Risk of loss and title to Goods passes to you at Point of Tender. You will be responsible for all carrier charges, shipping, handling, freight, and insurance.

 

Payment. Unless credit terms are extended in writing, all payments are due upon invoicing, without set-off, in immediately available US dollars. Notwithstanding any extension of credit, we reserve the right to alter or amend credit terms, at any time and for any reason, including without limitation to require prepayment in full. If you submit a credit application to Precision Alchemy, by your submission you: warrant that the information provided is complete and accurate in all material respects, authorize Precision Alchemy to take appropriate measures in verifying your credit, and release Precision Alchemy from any obligations and restrictions imposed by law while researching this information. Interest is assessed on overdue payments at a rate of 1.5% per month (or the maximum rate allowed by law, whichever is less). In addition to all other remedies, Precision Alchemy shall be entitled to suspend performance if you fail to pay amounts when due. You shall reimburse Precision Alchemy for all costs incurred in collecting any payments, including, reasonable attorneys' fees. You are responsible for all legally imposed transaction taxes, duties, including, sales, excise, use, consumption and business taxes, and other similar transaction-based taxes, (exclusive of taxes on the net income of Precision Alchemy) as well as, profit, stamp, or other taxes, duties, imports, or other charges imposed by any person in connection with the supply or performance of Goods.

 

Intellectual Property. Neither these Terms nor any performance shall evidence or operate to transfer to, or create in, you any rights in or to any intellectual property. Unless set forth in a written agreement signed by Precision Alchemy: (a) all formulations, genetics, ideas, inventions, discoveries, improvements, and other intangible property, that Precision Alchemy, solely or jointly, may conceive, develop, fix in a tangible medium, reduce to practice, or produce, and any used to create, embodied in, or otherwise relating to any Goods, and all intellectual property rights in and to the same belong to, subsist in, and shall by retained by Precision Alchemy; (b) you irrevocably assign to Precision Alchemy your entire interest in and to the same; and (c) you agree not to challenge Precision Alchemy’s rights in or to, or the validity of, the same or any other intellectual property right of Precision Alchemy.

 

Limited Warranty and Disclaimer. Precision Alchemy warrants only that: (a) Goods are performed/created in a professional manner; (b) prior to any sale by Precision Alchemy, all applicable Goods are sampled and tested by an ORELAP accredited/OLCC licensed independent third-party laboratory; and (c) statements made by Precision Alchemy, including product information and labeling, regarding material composition of Goods, including, THC content, CBD or other cannabinoid content, cannabinoid profile, percentages, potency, and other units of measurement (“Composition”) are made in reliance on the results of such testing.

 Numerous post-manufacture conditions or elements (including transport, handling, and storage), the physical and chemical properties of goods, as well as, difficulties or inaccuracies in testing and analysis, and other factors outside of our control may affect, or cause, material variances in Composition, flavor profiles, and other aspects of Goods. To the maximum extent permitted by applicable law, Precision Alchemy disclaims all representations, warranties, and conditions of any kind, express, implied, statutory, or arising from course of dealing, course of performance, or usage of trade, including the implied warranties of merchantability, fitness for a particular purpose, title, validity and/or non-infringement

 

Limitation of Liabilities. To the maximum extent permitted by law, Precision Alchemy is not, in any event, liable or responsible to you or any other Person: (a) for any indirect, special, incidental, collateral, exemplary, punitive, or consequential damages or losses of any nature whatsoever, resulting from or arising out of any representation, warranty, or condition, or otherwise, whether arising out of breach of contract, tort (including negligence) or any other legal theory, even if Precision Alchemy knows, should know, or has been advised of the possibility of such damages; (b) arising out of the failure of any Goods to adhere to any representation or expectation of Composition, flavor profile, or the results of laboratory testing, except where you can demonstrate with clear and convincing evidence utilizing normalized data reported by not less than 3 qualified independent testing laboratories that such a failure was caused in substantial part by the act or omission of Precision Alchemy, in which case the maximum liability of Precision Alchemy to you, or any other person shall be limited to the amount paid to Precision Alchemy by you for the specific product in question. Except as otherwise expressly provided in these Terms, your sole and exclusive remedy resulting from a failure of Goods to meet any Composition shall be to discontinue to the future purchase of Goods from Precision Alchemy.

 

Controlled Substance Act. The Controlled Substances Act, 21 U.S.C. §801 et seq. and other federal laws, prohibit the trafficking, production, processing, handling, marketing, sale, distribution, and use or utilization of marijuana (“Federal Marijuana Laws”). Persons engaged in such activities may be arrested and/or prosecuted under Federal Marijuana Laws, despite the legality of such actions under applicable state laws. In the event of federal arrest, seizure, or prosecution associated with the Parties’ activities described in these Terms, the Parties agree to hold each other harmless and agree to be individually responsible for any attorneys’ fees associated with defending such actions. The Parties hereby waive illegality under Federal Marijuana Laws as a defense to any contract enforcement action related to these Terms.

 

Force Majeure. Precision Alchemy will not be responsible for any default or delay caused by: (a) fire, flood, elements of nature or other acts of god; (b) outbreak or escalation of hostilities, acts of terrorism, war, riots, civil disorders, or sanctions; (c) general failure of infrastructure or resources; (d) inability or delay in obtaining supplies of suitable materials; or (e) other causes or circumstances beyond the reasonable control of Precision Alchemy.

 

Governing Law and Venue.  These Terms are governed by the laws of Oregon, USA, without giving effect to any conflict-of-law principle. The parties agree that the 1980 United Nations Convention on Contracts for the International Sale of Goods does not govern the rights and obligations of the parties. Any action or proceeding arising out of these Terms will be litigated exclusively in courts located in Multnomah County, Oregon, and each party consents and submits to the jurisdiction of any local, state, or federal court located in Multnomah County, Oregon.

 

General.  If a provision of these Terms is unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of these Terms will not be impaired, and parties will substitute for such provision an enforceable and valid provision, which most closely approximates the intent and economic effect of the unenforceable or invalid provision. These Terms and the applicable Acknowledgement contain the entire understanding of the parties regarding the subject matter of these Terms and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of these Terms.