LAST UPDATED DATE: January 01, 2024
TERMS AND CONDITIONS FOR THE ONLINE SALE OF GOODS AND SERVICES THROUGH CBD NATIONAL’S ONLINE MARKETPLACE
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.
THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY PLACING AN ORDER FOR PRODUCTS OR SERVICES FROM THIS WEBSITE, YOU AFFIRM THAT YOU ARE TWENTY-ONE YEARS OF AGE OR OLDER, THAT YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS, AND 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 AND CONDITIONS.
BY PURCHASING OR OFFERING PRODUCTS OR SERVICES FOR SALE ON THIS WEBSITE, YOU AFFIRM THAT YOU ARE TWENTY-ONE YEARS OF AGE OR OLDER, THAT YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS, AND THAT IF YOU SELL PRODUCTS ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.
YOU MAY NOT ORDER, OBTAIN OR SELL PRODUCTS OR SERVICES ON THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT AT LEAST 21 YEARS OF AGE OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.
General Terms. These terms and conditions (these “Terms“) apply to the purchase and sale of products and services through CBD National’s Online Marketplace (“Marketplace”) located at www.CBDNational.com, (the”Site“). These Terms are subject to change by Diesel Enterprise dba CBD National (referred to as “CBD National”, “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Terms will be in effect as of the “Last Updated Date” referenced on the Site. You should review these Terms prior to selling or purchasing any product or services 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.
These Terms are an integral part of the Website’s Site Policies, Refund Policy, and our Privacy Policy that apply generally to the use of our Site. You should also carefully review our Website’s Site Policies Refund Policy and Privacy Policy before selling or placing an order for products or services through this Site.
These Terms are expressly incorporated as material provision into any purchase made on the Site through the Marketplace, or any contract, agreement, invoice, bill of lading, sales order, purchase order, receipt, confirmation or similar document (each, a “Sales Contract”) to which they are attached and are applicable to the sale or transfer of any products specifically referenced in such Sales Contract (the “Products”) between Diesel Enterprise , dba CBD National (“Distributor”) and the buyer (the “Buyer”); and between Diesel Enterprise, dba CBD National (“Distributor”) and the seller (the “Seller”). Any proposal, sales order, purchase order, or Sales Contract that includes different or additional terms that vary from these terms and conditions shall not be enforceable unless specifically agreed to in writing by Distributor. As a condition to the effectiveness of any Sales Contract with Distributor, Buyer and Seller hereby represents and warrants to Distributor that, (i) Buyer and Seller have completed the registration process through the Marketplace (the “Registration”); (ii) Buyer and Seller have provided accurate and current information in completing the Registration; (iii) Buyer and Seller have all required regulatory licenses and approvals to purchase and/or sell the Products; (iv) Buyer and Seller have all required product liability insurance.
Confidentiality. By Registering for the use of the Marketplace you will adhere to our NON-CIRCUMVENTION, NON-DISCLOSURE AND CONFIDENTIALITY AGREEMENT and you must comply with that agreement at all times. We would not have granted you access to the Marketplace unless we were assured that all of our Confidential Information would be held in strictest confidence by you, in trust for our sole and exclusive benefit, including without limitation, to protect us, the goodwill of our business, the value of its customer relationships, and to assure us that you continues to retain its value as a going concern. Our primary intention, requirement and a condition precedent to the provision of any Confidential Information to you, is that the you shall not disclose any Confidential Information to any other person or entity and that Confidential Information irrevocably remains our confidential and protectable Confidential Information. You must protect all Confidential Information from disclosure. In particular, you agree that for a period of two (2) years, you and your representatives and affiliates will not knowingly, as a result of knowledge or information obtained from the Confidential Information or otherwise in connection with the Marketplace, (a) violate non-circumvention or non-solicitation provisions in any agreement between you and CBD National; (b) divert or attempt to divert any of our business; (c) employ or attempt to employ or divert an officer, manager, or employee of ours for service in the business now being conducted by us, without our prior written consent; (d) contact or attempt to contact, directly or indirectly, any subcontractors or third-parties that are involved with or connected to us or the products sold through the Marketplace; or (e) solicit, divert, contact or attempt to solicit, divert, or contact any of our employees, agents, volunteers, consultant, contractors, vendors, or customers or intentionally or negligently damage our business opportunities or business relationships in the business of processing, distributing, marketing and selling hemp, hemp goods or any other products containing cannabis plant material. “Confidential Information” means any information which: (i) is defined in any agreement between you and CBD National; (ii) does or could give you or another person an actual or potential business advantage over us and/or the disclosure of which could be detrimental to our interests;; (iii) is owned by us or in which we have an interest or prospective interest; (iv) is marked “Confidential Information”, “proprietary information”, or anything similar; (v) is treated or designated by us as our confidential or proprietary information; or (vi) is either known by, or from all of the relevant circumstances should reasonably be assumed by, you to be confidential and proprietary to us, whether or not any or all of the foregoing has been marked that way or reduced to writing. If You receive a request or order from any governmental authority for any Confidential Information (including, without limitation, these Terms) you must promptly notify us to afford us the opportunity to object or seek a protective order regarding this Agreement or information contained herein. This Confidentiality section does not apply to information that is: (1) in the public domain; (2) known to the you at the time of disclosure; or (3) rightfully obtained by the you on a non-confidential basis from a third party.
Sellers Terms. For Seller’s Products, in whole or in part, sold to Buyers on the Site, (the “Seller Goods”), Seller hereby represents and warrants to Distributor that (a) Seller has all required regulatory licenses and approvals to process, manufacture and sell Seller Goods, (b) Seller shall have the product tested to meet Dept. of Agriculture standards and Distributor’s Specifications by a third party certified laboratory; and Seller has provided to Distributor a copy of the Certificate of Analysis for all Seller Goods from a certified laboratory which meets the Distributor’s Specifications of Delta 9 THC 0.3% or less; and (c) that Seller shall process, manufacture and sell all Seller Goods in material compliance with all state, local and federal laws, rules and regulations related thereto; (d) Seller shall be solely responsible for strict compliance with (i) state, local and federal tetrahydrocannabinol (“THC”) limits related to hemp, as that term is defined in the Agricultural Improvements act of 2018 (also sometimes referred to as the “2018 Farm Bill”), and hemp goods and commodities and (ii) any state and local laws or regulations regarding manufacturing, growing and/or processing of hemp or hemp-derived cannabidiol (“CBD”) products and (iii) any state, local or federal laws or regulations regarding any and all products sold on the Sitel and (iv) Seller assumes full and complete responsibility for the required testing methodology for hemp and consumer products in their specific jurisdiction and the jurisdictions where Seller’s products (including Seller’s Goods) are or will be sold; (v) Seller also assumes full and complete responsibility for any risks associated with the Food and Drug Administration’s (“FDA”) then-current policy on CBD and other hemp-derived Products. Except for the limited warranty as provided in Section 6 of these Terms, Distributor shall in no way be liable for the failure of any goods or commodities manufactured from the Products, including without limitation Seller’s Goods, to comply with any state, local or federal laws, rules or regulations related to hemp or hemp goods or commodities.
Buyer’s Terms. If Buyer uses the Products purchased on this Site, in whole or in part, to create, manufacture, develop, produce, market or sell products directly to consumers or wholesalers outside of this Site, (the “Buyer Goods”), that (x) it has all required regulatory licenses and approvals to purchase the Products and to process, manufacture and sell Buyer Goods, (y) that Buyer will not adulterate or alter the Products in any way prior to processing, manufacturing, selling or transferring Goods, and (z) that Buyer shall process, manufacture and sell all Buyer Goods in material compliance with all state, local and federal laws, rules and regulations related thereto. Buyer shall be solely responsible for strict compliance with (a) state, local and federal tetrahydrocannabinol (“THC”) limits related to hemp, as that term is defined in the Agricultural Improvements act of 2018 (also sometimes referred to as the “2018 Farm Bill”), and hemp goods and commodities and (b) any state and local laws or regulations regarding manufacturing of hemp or hemp-derived cannabidiol (“CBD”) products. Buyer assumes full and complete responsibility for the required testing methodology for hemp and consumer products in their specific jurisdiction and the jurisdictions where Buyer’s consumer products (including Buyer Goods) are or will be sold. Buyer also assumes full and complete responsibility for any risks associated with the Food and Drug Administration’s (“FDA”) then-current policy on CBD and other hemp-derived Buyer Goods. Except for the limited warranty as provided in herein, of these Terms, Distributor shall in no way be liable for the failure of any goods or commodities manufactured from the Products, including without limitation Buyer Goods, to comply with any state, local or federal laws, rules or regulations related to hemp or hemp goods or commodities.
Prices and Payment Terms. (a) Unless otherwise set forth in the Sales Contract, Buyer agrees to pay Distributor and Distributor agrees to pay Seller all amounts set forth in the Sales Contract strictly as set forth in the Sales Order and Purchase Order. Buyer shall pay all the costs of shipping and delivery of all Products. Buyer shall pay all sales, use, excise or similar taxes, or other charges, which Distributor is required to pay, or to collect and remit, to any Government (national, state or local) and which are imposed on or measured by the sale of Products. Any amount not timely paid by the Buyer in accordance with this paragraph or as otherwise specified in the Sales Contract shall accrue interest at the lesser of (a) 18% per annum and (b) the highest rate permissible by law. BUYER HEREBY ACKNOWLEDGES ITS ABSOLUTE, UNCONDITIONAL AND IRREVOCABLE OBLIGATION TO PAY ALL AMOUNTS SET FORTH IN THE SALES CONTRACT WITHOUT DEDUCTION OR OFFSET OF ANY KIND AND FURTHER ACKNOWLEDGES ITS OBLIGATION TO PAY ANY INTEREST ACCRUING PURSUANT TO THESE TERMS AND ANY COLLECTION COSTS INCURRED BY SELLER; and (c) Terms of payment are within our sole discretion and, unless otherwise agreed by Distributor in writing, payment must be received by Buyer before our acceptance of an order and before the order is shipped. (d) Buyer represents and warrant that (i) the credit card information you supply to us 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. (e) Distributor will issue payment to Seller by the 5th of the month proceeding the Purchase Order.On the 1st of each month, Distributor will generate and send Seller a comprehensive Sales Report encompassing all sales from the preceding month. If there are no discrepancies, Distributor will promptly process the payment to Seller via ACH Transfer or Printed Check within 3-5 business days. (The payment method will be determined based on Sellers selection during registration). (f) For special orders made via the Buyer placing a quote request for a bulk order, the Seller shall send the Buyer a quote through the Site which must be approved by the Distributor. Upon approval and acceptance by all parties, Distributor shall execute a purchase agreement between the Buyer and the Seller. The Buyer will pay Distributor as per the terms specified in the Purchase Agreement. Upon receiving payment from the Buyer, Distributor will initiate payment to Seller before the product is shipped to the Buyer.
Shipments; Delivery; Title and Risk of Loss. Seller shall have no obligation to ship the Products until all amounts required to be paid by Buyer pursuant to this Agreement have been delivered to Distributor. If Seller fails to make arrangements to ship the Products within three (3) business days after (i) Seller has notified Buyer that the Products are ready for shipment, and (ii) Buyer has delivered the entire Purchase Price to the Distributor; then the Distributor shall be entitled to a refund of the Purchase Price from the Seller and the Distributor shall refund the Buyer accordingly.
Buyer shall obtain the right and title to the Products upon payment to Distributor of the entire Purchase Price (as listed in the Sales Contract) and any taxes, excise or other charges. When Seller is paid in full for the Products and delivery is tendered to Buyer, the risk of loss, including, but not limited to the risk of loss, theft, damage or destruction, transfers to Buyer F.O.B. point of origin. Buyer is responsible for all transportation and shipping arrangements, charges, costs and expenses related to transportation and delivery of Products to Buyer’s designated delivery location. Buyer acknowledges that Products ship directly from Seller and that transit times may vary depending on the vendors location. If agreed upon in writing by Seller, Seller may arrange for delivery of Products to Buyer’s designated delivery location, provided, however, that Seller shall in no way be liable or responsible for any Losses (as defined below), damage, deterioration or adulteration of or to the Products after they have been tendered for delivery to Buyer’s designated delivery location, or relating to the transportation, shipment or delivery of Products to Buyer’s designated delivery location regardless of whether such delivery is arranged by Seller or Buyer except as expressly set forth in the Sales Contract.
Inspection. Buyer shall be required to inspect all shipments of Products or within 3 business days’ from the arrival of Products at Buyer’s designated delivery location (the “Delivery Point”) prior; and in all cases, prior to any further processing of Products by Buyer or Buyer’s agents or representatives (the “Inspection Period”). EXCEPT AS SET FORTH IN THE WARRANTY CLAIMS AND WAIVER SECTION BELOW, FAILURE BY BUYER TO INSPECT PRODUCTS AS SET FORTH IN THIS SECTION SHALL ACT AS A WAIVER BY BUYER OF ANY RIGHT OF REJECTION FOR NONCONFORMING GOODS PROVIDED IN THIS AGREEMENT, THE UNIFORM COMMERICIAL CODE AND ANY OTHER APPLICABLE LAW. Notwithstanding the foregoing, the Inspection Period for latent defects will be extended until Buyer actually discovers such defect. Buyer will notify Seller in writing of any Nonconforming Goods (as defined below) during the Inspection Period, furnish such written evidence or other documentation as reasonably required by Seller, and return the Nonconforming Goods to Seller at Seller’s cost and expense. “Nonconforming Goods” means only the following: (i) the Products shipped are different than identified in the Sales Contract; (ii) Product does not Materially Conform (as defined below) to the Certificates of Analysis attached to the Sales Contract, if any (the “COA”); or (iii) product was materially damaged when received by Buyer. For the purposes of this section, “Materially Conform” means that the CBD content of the Products is within 0.5% of the CBD content listed on the COA. If Products are rejected or otherwise identified by Buyer for being Nonconforming Goods, Seller will have up to ten (10) calendar days to either (x) deliver to Buyer conforming Products at Seller’s sole cost and expense, or (y) refund the Purchase Price to Buyer. BUYER ACKNOWLEDGES AND AGREES THAT THE REMEDIES SET FORTH IN THIS SECTION ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR THE DELIVERY OF NONCONFORMING GOODS.
Set Off Rights. Notwithstanding anything to the contrary in the Sales Contract and without prejudice to any other right or remedy, Distributor shall have the absolute right to set off any amounts now or hereafter owed to Distributor or any of its affiliates by Buyer or any of its affiliates (including, without limitation, pursuant to the Indemnification Section below) against any amounts now or hereafter owed to Buyer or any of its affiliates by Distributor or any of its affiliates. Buyer shall have no right of set-off or withholding, and no deduction of any amounts due from Buyer to Distributor shall be made without Distributor’s prior, express written approval.
Limited Representations and Warranties of Seller.
For a period of one (1) year from the date of shipment of the Products (the “Warranty Period”), Seller represents and warrants to Buyer that (i) as of the date of shipment, Products will be free from significant defects in material and workmanship, (ii) that all Products sold are processed from hemp that has previously tested compliant as “hemp” according to definitions in the 2018 Farm Bill, (iii) that the Products were legally grown and processed and are not derived from “marijuana” as defined in the Federal Controlled Substance Act, (iv) that the Products contain no more than three-tenths of one percent delta-9 THC concentration levels and that Seller maintains confirmatory documentation, (v) that Seller has all required regulatory permits, licenses and approvals and exclusive right to market, sell and distribute the Products to Buyer, (vi) that the execution, delivery and the performance by Seller of its obligations under this Agreement do not and shall not violate or cause a breach of any other agreements or obligations to which it is a party or by which it is bound, and no approval or other action by any governmental entity or agency is required in connection herewith, and (vii) that the Products will be free of any lien, encumbrance, security interest, or other claim or entitlement. The warranties listed in this Section do not apply where the Products (a) have been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress, abnormal environmental conditions or use contrary to any instructions issued by Seller; (b) have been reconstructed, repaired, or altered by persons other than Seller or its authorized representative; or (c) where the Products are Nonconforming Goods subject to the right of inspection and return as provided in these Terms.
Limitation of Liability.
SELLER HEREBY DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING (WITHOUT LIMITATION) THE WARRANTIES OF NON-INFRINGEMENT, PERFORMANCE, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF SELLER AND DISTRIBUTOR HAVE BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE ARISING IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE, IN NO EVENT WILL SELLER AND DISTRIBUTOR BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE PRODUCTS STATED IN THE SALES CONTRACT IN NO EVENT SHALL DISTRIBUTOR BE LIABLE TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS OF BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. THE LIABILITY OF SELLER AND DISTRIBUTOR’S SOLE AND EXCLUSIVE REMEDY FOR DAMAGES FOR ANY CLAIM OF ANY KIND WHATSOEVER UNDER THIS AGREEMENT, REGARDLESS OF LEGAL THEORY, SHALL NOT BE GREATER THAN THE ACTUAL PURCHASE PRICE OF THOSE PRODUCTS WITH RESPECT TO WHICH SUCH CLAIM IS MADE. NO ACTION MAY BE BROUGHT BY BUYER OR SELLER FOR ANY CLAIM RELATING TO OR ARISING OUT OF ANY SALES CONTRACT MORE THAN TWO YEARS AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY PRODUCTS OR SELLERS GOODS IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY SELLER, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE PRODUCTS OR SELLERS GOODS. SUBJECT TO THE RIGHT OF INSPECTION AND LIMITED RIGHT OF RETURN IN SECTION 6, SELLER AND BUYER SPECIFICALLY AGREE THAT AFTER TRANSFER OF THE PRODUCTS TO BUYER, SELLER AND DISTRIBUTOR HAVE NO LIABILITY FOR THE USE, MISUSE, LABELING, MARKETING, OR SALES OF SELLERS GOODS. DISTRIBUTOR HAS NOT AND WILL NOT PROVIDE ANY INFLUENCE, CONTROL OR OTHER RESPONSIBILITY FOR THE DESIGN DECISIONS THAT SELLER MAKES WITH REGARD TO THE USE OF THE PRODUCTS OR ANY LABELS, MARKETING STATEMENTS, INSTRUCTIONS FOR USE OR OTHER INFORMATION PROVIDED TO CONSUMERS BY SELLER. THE LIMITATIONS SET FORTH IN THIS SECTION 7 SHALL NOT APPLY TO REDUCE EITHER PARTY’S OBLIGATIONS TO THE OTHER PARTY UNDER SECTION 12 BELOW.
Warranty Claims and Waiver. Buyer’s acceptance of Products will not be deemed to diminish or waive Buyer’s rights or Seller’s obligations with respect to latent defects which could not have reasonably been discovered during the Inspection Period, ordinary use or resulting from fraud or misrepresentation on the part of Seller, provided, however, that pursuant to Buyer’s right of inspection, “latent defects” do not include any Products that do not Materially Conform to the COA. Notwithstanding the foregoing, all claims under the warranties set forth above must be made within thirty (30) days from the date of delivery of the Products to Buyer and must provide Seller with (i) true copies of any and all testing reports, documents and abstracts related to any such claim, and (ii) an opportunity to physically inspect and sample all Products for which any defect is claimed. Failure by Buyer to provide Seller with written notice of a claim within thirty (30) days from the date of delivery of Products to Buyer shall constitute a waiver by Buyer of all warranty claims with respect to such Products.
Returns and Refunds. All sales made through the Marketplace are final. No refunds or exchanges will be issued unless agreed to by us in writing. ALL REFUNDS ARE CONSIDERED IN OUR SOLE DISCRETION. In the event a refund is issued, Buyers are responsible for all shipping and handling charges on returned items. Buyers bear the risk of loss during shipment. We therefore strongly recommend that Buyers fully insure your return shipment against loss or damage and that Buyer use a carrier that can provide proof of delivery receipt for Buyers protection.
Compliance with Laws. Buyer and Seller shall comply with all applicable international, national, state, regional and local laws and regulations with respect to their performance of this Sales Contract under these terms and conditions and the transactions contemplated in any Sales Contract. Buyer agrees to adhere to all applicable US Export laws and regulations with respect to the Products.
Indemnification. Upon transfer of the Products in accordance with these terms and conditions, Distributor shall have no further obligations or liability in connection with the Products and, to the fullest extent permitted by law, Buyer and Seller shall defend, indemnify and hold harmless Distributor, its former and present affiliates, and each of their respective former and present partners, owners, employees, agents, representatives, officers, directors, managers, employees, contractors, attorneys, lenders, successors and assigns (each, an “Indemnitee” and collectively, the “Indemnitees”) for, from and against any and all liabilities, obligations, losses, interest, amounts paid in settlement of claims, deficiencies or damages, including any out-of-pocket expenses and reasonable attorneys’ fees (collectively, “Losses”), whether or not involving a third party claim against any Indemnitee and regardless of whether or not such Loss is caused in part by any Indemnitee, resulting from or arising out of the use, shipment, or possession by Buyer of the Products, or in any way related to the Products, including, without limitation (i) the costs of any recalls, consequential or incidental damages suffered by Buyer in any way related to the Products or Buyer’s use of the Products; (ii) any Losses suffered or incurred by any end users of products containing or manufactured with any products that are produced from or in connection with the Products, including without limitation, any products liability or other claims related to the use by an end user of such products, (iii) any Losses related to the use or misuse of the Buyer’s products which incorporate the Products by end-users thereof; (iv) Losses related to Buyer’s failure to comply with any applicable laws, (v) Losses related to any statement, warranty, promise or representation made by Buyer or any agent or distributor of Buyer to a subsequent purchaser of the Products or any products produced from or manufactured using the Products, (vi) Losses arising from or related to any breach or violation by Buyer of the confidentiality provisions set forth in these terms and conditions; (vii) any Losses arising from or related to the labeling, marketing or sales of products incorporating or manufactured with or using the Products by Buyer; (viii) any Losses arising out of or related to any bodily injury, death of any person or damage to real or tangible personal property caused by the acts or omissions of Buyer or its personnel; (ix) any breach, threatened breach, or inaccuracy with respect to any representation, warranty, covenant, obligation or agreement set forth in the Sales Contract (including these terms and conditions) by Buyer or any person or entity receiving Products from Buyer or any of Buyer’s transferees. Notwithstanding anything to the contrary in this section, Distributor is not obligated to indemnify or defend Seller nor Buyer against any claim (direct or indirect) if such claim or corresponding Losses arise out of or result from Seller’s or its personnel’s gross negligence or more culpable act or omission (including recklessness or willful misconduct), or bad faith failure to materially comply with any of its material obligations set forth in this Sales Contract, or (x) any Losses arising out of or related to any correspondence, complaint, investigation, or inquiry from the FDA, Federal Trade Commission (“FTC”), federal agency, state agency, or local agency regarding the sale of hemp and hemp goods. Buyer acknowledges that (i) each Indemnitee is an intended beneficiary of the Sales Contract, and (ii) all representations, warranties, covenants and obligations of Seller contained in the Sales Contract, including (without limitation) Buyer’s indemnification obligations pursuant to this section, shall survive any termination or expiration of the Sales Contract until the last possible date upon which a claim in any state, federal or foreign jurisdiction related to the Products or any of Seller’s products incorporating the Products may be filed under any applicable laws.
Privacy. We respect your privacy and are committed to protecting it. Our Privacy Policy, governs the processing of all personal data collected from you in connection with your purchase of products or services through the Site.
Force Majeure. We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
Governing Law and Jurisdiction. This Site is operated from the US. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule (whether of the State of Oregon or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Oregon.
Dispute Resolution and Binding Arbitration.
(a) DISTRIBUTOR, BUYER AND SELLER ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF PRODUCTS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION. (b) Any dispute, controversy or claim arising out of or in any way related to these terms and conditions or any transaction on this Website which cannot be amicably resolved by the parties shall be solely and finally settled by confidential arbitration administered by the Arbitration Service of Portland in accordance with its then in effect commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a single arbitrator sitting in Portland, Oregon. If the parties do not agree on an arbitrator, each party will designate an arbitrator and the arbitration will be held before a third arbitrator selected by the arbitrators designated by the parties. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of Oregon. The decision of the arbitrators shall be in writing with written findings of fact and shall be final and binding on the Parties. The arbitrator shall be empowered to award money damages, but shall not be empowered to award consequential damages, indirect damages, special damages, exemplary damages, punitive damages or specific performance. In the event of any action or proceeding at law or in equity between the parties to enforce any of the provisions these terms and conditions, the unsuccessful party to such action or proceeding shall pay to the successful party all costs and expenses, including reasonable attorneys’ fees, incurred by such successful party. This section provides the sole recourse for the settlement of any disputes arising out of, in connection with, or related to these terms and conditions. (c) Buyer and Seller agree to an arbitration on an individual basis. In any dispute, NEITHER BUYER, SELLER NOR CBD NATIONAL WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.
Miscellaneous. Buyer and Seller represents and warrants that Buyer’s/Seller’s legal name is exactly as listed on the Sales Contract and the person executing the Sales Contract on behalf of Buyer/Seller is fully authorized to do so. Buyer/Seller shall not assign the Sales Contract, including (without limitation) an assignment by operation of law or by way of change of control of Buyer/Seller, without the prior written consent of Distributor, which may be withheld in its sole discretion. The Sales Contract shall be binding upon and shall inure to the benefit of the parties to the Sales Contract and their permitted successors and assigns. The rights and remedies of the parties under the Sales Contract are cumulative and not alternative. The failure of any party at any time to require performance by any other party of any provision of the Sales Contract shall not affect the rights of such party to require future performance of that provision or constitute a waiver of any other right under the Sales Contract. Time is of the essence. The Sales Contract shall be considered for all purposes as having been prepared through the joint efforts of the parties. The Sales Contract, along with any documents referenced herein, constitutes the entire agreement and supersedes any previous agreement, whether written or oral, between the parties relating to the subject matter of this Agreement. The Sales Contract may only be modified, amended, or waived by a written agreement (expressly stating that it is an amendment to the Sales Contract) signed by each of the parties. The Sales Contract shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the state of Oregon without regard to conflicts-of-laws principles that would require the application of any other law. Notwithstanding anything to the contrary herein, if either party desires to seek injunctive or other equitable relief that does not involve the payment of money, then those claims will be brought in a state or federal courts located within Multnomah County, Oregon, and the parties irrevocably and unconditionally waive personal service of any and all process upon it. Each party hereby waives any objection based on inconvenient forum and waives any objection to venue of any action instituted under the Sales Contract. In the event of any conflict between these Terms and the body of the Sales Contract, these Terms shall govern, unless different or additional terms are agreed to in writing by Seller. In the event of any conflict between the Sales Contract (including these terms and conditions) and any purchase order or other document issued by Buyer (including any general terms and conditions contained in any purchase order), the Sales Contract shall govern. The Sales Contract may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The exchange of copies of the Sales Contract by electronic transmission (including electronic signatures) shall constitute effective execution and delivery of the Sales Contract as to the parties and may be used in lieu of the original Sales Contract for all purposes. Paragraph headings herein are for convenience only and shall not be used to interpret the Sales Contract. If either Party incurs any legal fees associated with the enforcement of this Sales Contract or any Intellectual Property Agreement, Purchase Order or Sales Contract related hereto, or any rights under the foregoing, the prevailing party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other party.
Assignment. You will not assign any of your rights or delegate any of your obligations under these Terms without our prior written consent. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves you of any of your obligations under these Terms.
No Waivers. The failure by us to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of CBD National.
No Third-Party Beneficiaries. These Terms do not and are not intended to confer any rights or remedies upon any person other than you.
Notices. (a) To Buyer and Seller. We may provide any notice to you under these Terms by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current. (b) To Distributor. To give us notice under these Terms, you must contact us as follows: (i) by facsimile transmission to 541-512-7329; or (ii) by personal delivery, overnight courier, or registered or certified mail to: Diesel Enterprise dba CBD NATIONAL PO BOX 1012 Phoenix, OR 97535. We may update the facsimile number or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.
Severability. If any provision of these Terms is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms and will not affect the validity or enforceability of the remaining provisions of these Terms.
Entire Agreement. Our order confirmation, these Terms, the license agreement relating to any product or service you sell or obtain on or through this Site, our Terms of Use, Site Policies, Refund Policy and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms.
Changes to the Website. We may update the content on this Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
In witness of the mutual promises made above, Buyer and Seller have executed this agreement effective as per the date of registration. Registration and use of this website and its systems is considered acceptance of these terms.
CBD NATIONAL
PO BOX 1012
Phoenix, Oregon 97535
