KANVA BRANDS LLC

TERMS AND CONDITIONS FOR ONLINE SALES

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. 

BY PLACING AN ORDER FOR PRODUCTS FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS.

YOU MAY NOT ORDER OR OBTAIN PRODUCTS OR SERVICES FROM THIS WEBSITE IF YOU (i) DO NOT AGREE TO THESE TERMS, (ii) ARE NOT THE OLDER OF (A) AT LEAST 18 YEARS (21 YEARS IN CERTAIN JURISDICTIONS) OF AGE OR (B) LEGAL AGE TO FORM A BINDING CONTRACT WITH KANVA, OR (iii) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.

1. APPLICABILITY.  

(a) These terms and conditions of sale (these “Terms”) govern the purchase and sale of Products through www.kanvabotanicals.com (the “Site”) by and between Kanva Brands LLC, an Idaho limited liability company (“Kanva”) to the buyer (referred to as “you” or “your” as the context may require). As used in these Terms, “Product” individually means, and “Products” collectively mean, all goods sold or to be sold by Kanva to you, whether raw materials, extracts, products to be manufactured, finished products, or any combination thereof. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of Products covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms. 

(b) Any Quotation as defined in Section 3(a) below, sales confirmation, invoice or other sales document issued by Kanva to you relating to Products sold on the Site (each a “Sales Document”), together with these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. This Agreement shall prevail over any of your general terms and conditions of purchase, regardless of whether or when you have submitted your order or such terms. Kanva’s agreement to sell Products to you is expressly conditioned on your unqualified acceptance of this Agreement. If for any reason this Agreement or any sales acknowledgment issued by Kanva is deemed to be an acceptance of a prior offer made by you, such acceptance is expressly conditioned on your assent to only these Terms contained in this Agreement. Fulfillment of your order does not constitute acceptance of any of your terms and conditions and does not serve to modify or amend this Agreement. Any changes to these Terms will be in effect as of the "Last Updated Date" referenced on the Site. You should review these Terms prior to purchasing any Products that are available through this Site. Your continued use of this Site after the "Last Updated Date" will constitute your acceptance of and agreement to such changes.

 

2. ORDER ACCEPTANCE AND CANCELLATION.

You agree that your order is an offer to buy, under these Terms, all Products listed in your order. All orders are subject to Kanva’s written acceptance. Kanva may choose not to accept orders in its sole discretion. You acknowledge that any confirmation email with your order number and details of Products so ordered serves only to confirm our receipt of your order and not as Kanva’s acceptance of your order.

3. PRICE; TAXES. 

(a) Prices. All prices for Products are stated on the Site and payable in U.S. dollars. All prices, discounts, and promotions posted on the Site are subject to change without notice. The price charged for Products is the price advertised on the Site at the time the order is placed, subject to the terms of any promotions or discounts that may be applicable. Notwithstanding the foregoing, the price charged for Products may be different or separate from the price stated on the Site if Kanva has quoted a different or separate price for Products in a written quotation specifically issued to you (a “Quotation”). Each Quotation shall remain open for the time period stated therein or, if no time period is stated in the Quotation, for a period of thirty (30) days from the date of the Quotation; provided, however, that Kanva shall have the right to adjust the price of any Product listed in a Quotation prior to an acceptance, submitted by you, of such Quotation.

(b) Taxes. All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, tariffs, and charges of any kind imposed by any governmental authority on any amounts payable by you (collectively, “Taxes”). Taxes shall be in addition to the prices charged by Kanva. You shall be responsible for all such Taxes; provided, however, you shall not be responsible for any Taxes imposed on, or with respect to, Kanva’s income, revenues, gross receipts, personnel, or real or personal property or other assets.

4. PAYMENT.

Terms of payment are within the sole discretion of Kanva. Unless otherwise agreed to by Kanva in writing, all payments are due and payable at the time of purchase. Payments due to Kanva must be made by credit card. You represent and warrant that (i) the credit card information you supply to Kanva is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the Site at the time of your order. You shall have no right to offset or withhold under this Agreement.

5. DELIVERY.

Products will be delivered within a reasonable time after acceptance of your order, subject to availability of the Products. All deliveries shall be F.O.B. Kanva’s facility (as defined under the Idaho Uniform Commercial Code). Kanva may, in its sole discretion, without liability or penalty, make partial shipments of Products to you. Each shipment will constitute a separate sale, and you shall pay for quantities shipped, whether such shipment is in whole or partial fulfillment of your order. Title to and all risk of loss or damage to the Products shall pass to you upon delivery of the Products to the carrier for shipment. Regardless of whether you or Kanva makes the arrangements for shipment of Products, you shall be responsible for all costs and expenses associated therewith. Notwithstanding anything in this Agreement to the contrary, any timeframe provided by Kanva is a good faith estimate of the expected delivery date for the Products. Kanva will use commercially reasonable efforts to fill your order within the time stated therein or in any Sales Document but in no event shall Kanva be liable for any damages or losses associated with Kanva’s inability or failure to meet any such timeframes or deadlines.  

6. QUANTITY.

If Kanva delivers to you a quantity of Products of up to ten percent (10%) more or less than the quantity set forth in an accepted order, you shall not be entitled to object to or reject the Products or any portion of them by reason of the surplus or shortfall and shall pay for such Products at the prices established in accordance with this Agreement, adjusted on a pro-rata basis.

7. INSPECTION AND REJECTION OF NONCONFORMING AND NONCOMPLIANT PRODUCTS.

You shall inspect each shipment of Products within five (5) days following receipt of the Products (the “Inspection Period”). You shall be deemed to have accepted such Products unless you notify Kanva in writing of any Nonconforming Products during the Inspection Period and furnish such evidence and documentation reasonably required by Kanva. Your written notice of rejection shall state, in reasonable detail, all reasons for rejection. If requested by Kanva, you shall provide a representative sample of the products which you contend are Nonconforming Products. As used in these Terms, “Nonconforming Products” means only the following: (a) the product shipped is different than identified in your order; (b) the product is adulterated, (c) the product is misbranded including but not limited to the product’s label or packaging incorrectly identifying its contents or fails to comply with applicable regulatory requirements; or (d) subject to Section 6 above, the quantity of Products exceeds the amount ordered by you pursuant to the applicable order. If Kanva determines that such Products are Nonconforming Products, Kanva shall, in its sole discretion, either (i) replace such Nonconforming Products with conforming Products, or (ii) refund to you the amount paid by you for such Nonconforming Products. You shall return, at Kanva’s discretion and cost, Nonconforming Products to such location or facility designated by Kanva or dispose of such Nonconforming Products in accordance with applicable laws, statutes, rules, regulations, and ordinances; or Kanva’s instructions. If Kanva exercises its option to replace Nonconforming Products, Kanva shall ship, at Kanva’s expense, replacement conforming Products to you in accordance with Section 5 above. Except as provided under this Section 7 of these Terms, you have no right to return Products shipped to you pursuant to this Agreement. THE REMEDIES SET FORTH IN THIS SECTION 7 ARE YOUR EXCLUSIVE REMEDIES FOR THE DELIVERY OF NONCONFORMING PRODUCTS.

8. SPECIFICATIONS.

You acknowledge that the Kanva may make any changes in the design of, or in the way it manufactures or produces, any Product if such changes are necessary or desirable, in Kanva’s sole discretion, to improve the function, safety or performance of such Product.

9. GOODS NOT FOR RESALE; YOUR OBLIGATIONS.

You represent and warrant that you are buying Products from the Site for your own personal or household use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the us. You shall: (i) observe and comply with all directions, warnings, labels, and instructions (including intended use instructions) given to you by Kanva in relation to the Products; (ii) not make any false or materially misleading statements concerning Kanva or the Products that may render them misbranded, including any unsubstantiated disease or treatment claims, or engage in product disparagement; (iii) at all times comply with all applicable federal, state and local laws and regulations (including, without limitations, any FDA regulations); (iv) immediately report to Kanva any legal or regulatory action, or any regulatory or administrative notice, complaint, enforcement action, cited noncompliance or violation, investigation, seizure, injunction, ordered destruction or other action involving Kanva’s Products; (v) not sell the Products to any other person; (vi) not make any therapeutic claims about the Products, including, but not limited to, claims that the Product is intended to diagnose, treat, cure, or prevent any medical condition or disease; and (vii) consult with your doctor with any questions regarding the Products use before consuming the Products.

10. WARRANTY DISCLAIMER.

ALL PRODUCTS ON THE SITE SOLD BY KANVA TO YOU ARE SOLD “AS IS” WITHOUT ANY REPRESENTATION AND WARRANTY. KANVA MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE OF ANY KIND REGARDING THE PRODUCTS, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (A) WARRANTY OF MERCHANTABILITY; (B) FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF NON-INFRINGEMENT OF PROPRIETARY OR THIRD-PARTY RIGHTS, USAGE IN THE TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, ALL OF WHICH ARE HEREBY DISCLAIMED BY KANVA. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ASSUME ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY PRODUCTS IN THE PRACTICE OF ANY PROCESS OR IN COMBINATION WITH ANY OTHER GOODS OR SERVICES, WHETHER IN TERMS OF GENERAL EFFECTIVENESS, SUCCESS, OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY KANVA, TECHNICAL ADVICE OR OTHERWISE RELATING TO THE USE OF THE PRODUCTS. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

11. LIMITATIONS OF LIABILITY. 

(a) NOTWITHSTANDING ANYTHING IN THIS OR ANY OTHER AGREEMENT BETWEEN THE PARTIES TO THE CONTRARY, IN NO EVENT SHALL KANVA BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS OR REVENUE, DOWNTIME, DIMINUTION IN VALUE OR LOSS OF OPPORTUNITY), WHETHER IN AN ACTION IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF KANVA HAS BEEN SPECIFICALLY ADVISED OF THE POSSIBILITIES OF SUCH DAMAGES. 

(b) KANVA’S AGGREGATE LIABILITY FOR ALL CLAIMS, DAMAGES OR LOSSES RELATING IN ANY MANNER TO THIS AGREEMENT AND THE PRODUCTS FURNISHED HEREUNDER, REGARDLESS OF THE TYPE OR NATURE OF THE ACTION, SHALL BE LIMITED TO YOUR DIRECT ACTUAL DAMAGES NOT EXCEEDING THE TOTAL OF THE AMOUNTS PAID TO KANVA PURSUANT TO THE ORDER FROM WHICH YOU RECEIVED THE PRODUCT AT ISSUE. KANVA HAS RELIED ON THE FOREGOING LIMITATION AND YOU EXPRESSLY ACKNOWLEDGES THAT THIS PROVISION IS ESSENTIAL IN THE ESTABLISHMENT OF THE PRICING OF THE PRODUCTS AND ANY TRANSACTION BETWEEN KANVA AND YOU. THE LIMITATIONS ON, AND EXCLUSIONS FROM, LIABILITY SET FORTH IN THIS SECTION 11 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

12. BUYER INDEMNIFICATION.

Subject to these Terms of this Agreement, you shall defend (with legal counsel acceptable to Kanva), indemnify and hold Kanva and its affiliates and subsidiaries, and its and their respective officers, directors, owners, employees, agents, successors and assigns harmless from and against any and all claims, demands, causes of action, suits, proceedings, losses, damages, penalties, fines, liabilities, judgments, settlements and/or expenses (including, without limitation, reasonable attorneys’ fees and other costs and expenses of litigation) resulting from or otherwise connected with any of the following: (a) your modification, alteration, remanufacturing, marketing, packaging, storage, sale, transportation, or labelling of the Products; (b) your advertising or representations that warrant performance of the Products beyond that provided by Kanva; (c) any failure by you to comply with any applicable laws, regulations, ordinances, or court or administrative orders; or (d) your possession and use of Kanva intellectual property. You assume full responsibility for your use, further sale, and distribution of the Products to any other persons.

13. COMPLIANCE WITH LAWS.

You shall comply with all applicable laws, statues, rules, regulations, codes, ordinances, and orders including but not limited to the Federal Food, Drug, and Cosmetic Act and it’s implementing regulations found at Title 21 of the Code of Federal Regulations in the performance of this Agreement and its use, sale, distribution, disposition, and disposal of the Products. 

14. PRIVACY POLICY.

Kanva’s privacy policy, located at Privacy policy – Kanva Botanicals, governs the processing of all personal data collected from you in connection with your purchase of Products through the Site.

15. CONFIDENTIAL INFORMATION.

All non-public, confidential or proprietary information of Kanva, including but not limited to, trade secrets, specifications, samples, designs, plans, documents, data, business operations, pricing, discounts, or rebates, disclosed or made available by Kanva to you, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “Confidential” in connection with this Agreement is confidential and the property of Kanva, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Kanva in writing. You shall safeguard and maintain the confidentiality of Kanva’s confidential information, exercising not less than a commercially reasonable degree of care. Kanva shall remain the exclusive owner of its confidential information. Upon Kanva’s request, you shall promptly return all confidential information, documents and other materials received from Kanva, and any notes or studies containing or reflecting, in part or whole, any confidential information of Kanva. Kanva shall be entitled to injunctive relief for any violation of this Section 15. This Section 15 does not apply to information that is: (a) in the public domain; (b) known to you at the time of disclosure; or (c) rightfully obtained by you on a non-confidential basis from a third party.

16. EXCUSED PERFORMANCE.

Kanva shall not be in default of, or liable for any delay in the performance of, this Agreement by reason of any of the following: acts of God; flood, fire, explosion, or other natural or man-made disaster; epidemic, pandemic, viral or bacterial outbreak; war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riots or other civil unrest; governmental orders, laws, emergency proclamations, or quarantine restrictions; actions, embargoes or blockades in effect on or after the effective date of this Agreement; action by any governmental authority or agency; shortage or unavailability of materials; shortage or unavailability of labor, strikes, labor stoppages or slowdowns or other industrial disturbances; shortage or unavailability of adequate power facilities; shortage or unavailability of adequate transportation facilities, including, without limitation, any railway strike or train derailment; and/or other events (whether or not similar in type or nature to the previously listed events) beyond the control of Kanva (each a “Force Majeure Event”). Kanva will give you written notice of a Force Majeure Event as soon as practicable after learning of its commencement, along with Kanva’s estimate of the period of time that the Force Majeure Event is expected to continue. In the event of a Force Majeure Event, (a) Kanva’s performance under this Agreement will be postponed by such length of time as may be reasonably necessary to compensate for the delay caused by or resulting from the Force Majeure Event, (b) Kanva may allocate its available inventory of Products to any persons, including you, in any manner the Kanva determines to be fair and equitable, and (c) subject to applicable law, Kanva may terminate this Agreement and/or cancel any order impacted by the Force Majeure Event without liability to you. 

17. ASSIGNMENT.

You shall not assign any of your rights or delegate any of your obligations under this Agreement without the prior written consent of Kanva. Any purported assignment or delegation in violation of this Section 17 is null and void. No assignment or delegation relieves you of any of your obligations under this Agreement.

18. RELATIONSHIP OF THE PARTIES.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

19. NO THIRD-PARTY BENEFICIARIES.

Except for the rights of indemnified parties pursuant to Section 12 above, this Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

20. REMEDIES.

Each of the rights and remedies of Kanva under this Agreement is cumulative and in addition to any other or further remedies provided under this Agreement or at law or equity. 

21. ATTORNEYS’ FEES.

  In the event that any party institutes any legal suit, action, or proceeding against the other party to enforce these Terms contained in this Agreement (or obtain any other remedy in respect of any breach of this Agreement, the prevailing party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys' fees and expenses and court costs.

22. SURVIVAL.

Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Sections 1, 4, 9 to 12, and 15 to 26. 

23. GOVERNING LAW/VENUE.

This Agreement including these Terms shall be construed and governed under the laws of the State of Idaho (excluding application of its conflicts of law rules and excluding the United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended). All actions or counterclaims regarding the enforcement or interpretation of this Agreement shall be initiated and prosecuted exclusively in the state and federal courts located in Idaho and those courts hearing direct appeals, therefrom. You and Kanva both consent to the exclusive jurisdiction and venue of such courts and expressly waive objections based on the doctrines of personal jurisdiction or forum non-conveniens. YOU AND KANVA VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION RELATING TO THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY. 

24. NO WAIVER.

No waiver of this Agreement or any of its provisions is valid unless expressly agreed to in a writing signed by Kanva. The failure of Kanva to insist upon strict and timely performance of these Terms of this Agreement shall not be deemed a waiver of any right or remedy that Kanva may have under this Agreement, at law, in equity or otherwise. 

25. AMENDMENT AND MODIFICATION.

This Agreement may only be amended or modified in a writing, which specifically states that it amends this Agreement and is signed by an authorized representative of each party.

26. SEVERABILITY.

If any of these Terms of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other of these Terms of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

27. SECTION HEADINGS.

The headings in this Agreement are included for convenience of reference only and shall not in any way limit or affect the meaning or interpretation of any of these Terms hereof.