TERMS & CONDITIONS

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 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 all
directions and instructions, if any, 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 end
customer or person who is not of legal age to purchase the Products; and (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.

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 here, 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.