Landseye
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CA Supplier T&C

 
 

LANDSEYE™

TERMS AND CONDITIONS PRODUCT ACQUISITION

 

These Terms and Conditions (as amended, restated or otherwise modified from time to time, the “Terms”), together with the terms of  an applicable Purchase Order executed by the parties (each, a “Purchase Order”; together with the Terms, collectively, the “Agreement”) governs Your provision of the Products (defined below) to Sturdivant Ventures, LLC d/b/a Landseye, a California limited liability company ("Landseye).  This Agreement supersede all prior agreements, proposals and discussions among the parties with respect to the supply and purchase of the Products.  To the extent there is a conflict between this Agreement and any Purchase Order or other document, this Agreement shall prevail.

As used herein, “You” or “Your” or “Licensed Producer” means the entity (and/or any individual, agent, entity or successor entity acting on Your behalf) selling or transferring Products to Landseye according to an applicable Purchase Order, and the “Parties” means You and Landseye.

THESE TERMS AND CONDITIONS SET FORTH LEGALLY BINDING TERMS REGARDING THE SALE AND TRANSFER OF THE PRODUCTS.  BY DELIVERING PRODUCT UNDER A PURCHASE ORDER AND/OR TRANSFERRING PRODUCTS TO LANDSEYE, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.  PLEASE READ THIS DOCUMENT CAREFULLY.

A. PRODUCTS TO BE SOLD AND PURCHASED:

  1. Title Transfer subject to the satisfaction of the Standard Conditions for Product Purchase.  Subject to the terms and conditions hereof, including but not limited to satisfaction of the Standard Conditions for Product Purchase contained in Exhibit A, Licensed Producer will sell to Landseye and Landseye will purchase from You all of the right, title, benefit and interest of Licensed Producer’s in and to the cannabis goods of the type and in the amount specified in the applicable Purchase Order (the “Product” or “Products”).  The applicable Purchase Order shall contain: (a) a description of the Products to be sold upon satisfaction of the Standard Conditions for Product Purchase; (b) the quantity of the Products to be sold; (c) the unit and total purchase price payable to You for the Products (the “Purchase Price”); and (d) the delivery date of the Products (the “Delivery Date”).

B. PURCHASE PRICE, CULTIVATION TAX:

  1. Purchase Price shall be specified on an applicable Purchase Order; Cultivation Tax Retained.  The parties acknowledge and agree that the Purchase Price shall be specified on an applicable Purchase Order.  The parties acknowledge and agree that the taxes required to be retained by Landseye for purchase of the Products from Licensed Producer as set forth under California Cannabis Tax Law Cannabis Tax Law and related regulations including, but not limited to, 18 C.C.R. §3700 et seq.  (“Cultivation Tax”).  Unless otherwise specified on an applicable Purchase Order, the Purchase Price will be payable to You upon satisfactory completion of the Standard Conditions for Product Purchase (“Payment Date”). The Cultivation Tax shall be withheld on the Payment Date.

C. LICENSED PRODUCER OBLIGATIONS:

  1. Licensed Producer represent and warrants to Landseye that it operates a licensed commercial cannabis business for the cultivation and/or manufacture of cannabis and cannabis goods operating under the laws of the State of California pursuant to the Medicinal and Adult-Use Cannabis Regulation and Safety Act and related regulations and amendments as may be promulgated from time to time by both the State and local jurisdiction in which Licensed Producer operates.

  2. Licensed Producer has produced and handled the Products in a sanitary and workmanlike manner and in compliance with all applicable laws including, but not limited to, 3 C.C.R. §40100 et seq., 3 C.C.R. §8000 et seq., 16 C.C.R. §5000 et seq. and the California Safe Drinking Water and Toxic Enforcement Act of 1986 (“Proposition 65”), as applicable.

  3. Licensed Producer is and shall at all times remain in material compliance with all applicable laws relating to this Agreement and the Products.

  4. Licensed Producer shall obtain and maintain all permits necessary for the exercise of its rights and performance of Licensed Producer’s obligations under these Terms and Conditions, including but not limited to California Board of Equalization seller’s permits, if applicable.

  5. At the time Licensed Producer transfers possession of the Products to Landseye, Licensed Producer is the owner of the Products with good title to the Products, free and clear of all liens, charges, encumbrances and any other rights of others.

  6. At the time Licensed Producer transfers title of the Products to Landseye, Licensed Producer is the owner of the Products with good title to the Products, free and clear of all liens, charges, encumbrances and any other rights of others.

  7. The Products shall be of good merchantable and usable quality, free of defects and suitable for which the Products are intended to be marketed and sold.

  8. The sale of the Products to Landseye, and the use of the Products by Landseye, will not infringe, violate or diminish any third party intellectual property, or third party rights therein or thereto.

  9. Licensed Producer further represents and warrants that it shall at all times collect the required taxes on the sale of the Products to Landseye and remit such taxes collected as required under applicable local, state, and federal laws.       

  10. Licensed Producer represents, warrants and covenants that it maintains, and will continue to maintain, true and accurate records of its Product sales to Landseye, Product sales to third parties, purchases from third parties and sales thereto, and taxes due on such sales and purchases to the State of California and local jurisdiction in which Licensed Producer operates as well as any such other records that must be kept pursuant to the recordkeeping requirements as may be established from time to time by the State of California, including but not limited to 16 C.C.R. §5025 et seq., 16 C.C.R. §5037 et seq., 3 C.C.R. §8108 et seq., 3 C.C.R. §8400 et seq., 17 C.C.R. §40264 et seq., 17 C.C.R. §40500 et seq., and local law, regulation or ordinance (collectively, “Records”).

  11. Licensed Producer acknowledges and agrees to keep the Records pertaining to Landseye’s Products including, but not limited to pricing for product sales and wholesale costs, confidential, but may be required by law, court order, or otherwise to reveal any or all of such information to third parties, including governmental authorities (“Third Party Request”). In such event as Licensed Producer is in receipt of such a Third Party Request, Licensed Producer acknowledges and agrees to notify Landseye within twenty-four hours (24) of receipt of such a request at the address in Section K.10 below.

  12. Licensed Producer shall and at its own expense: (a) maintain facilities as required by the State of California to perform its duties under this Agreement; (b) obtain and maintain required certifications, credentials, licenses, and permits necessary to conduct business in accordance with this Agreement; and (c) take commercially reasonable steps to adhere to industry best practices as to the proper storing, maintaining, handling and transporting of the Products in a clean and healthy manner, in accordance with: (i) industry best practices, and (ii) in accordance with local and state rules and regulations.  Licensed Producer warrants to Landseye that for a period of twelve months Licensed Producer shall not engage in any unfair, misleading, or deceptive practices respecting Landseye, Landseye’s Trademarks or the Products, including any product disparagement during the Term of this Agreement.  Licensed Producer’s warranties are cumulative and in addition to any other warranty provided by law or equity. 

  13. Licensed Producer shall maintain and provide a valid seller’s permit number and resale certificate to Landseye.  Licensed Producer shall remain fully responsible for charging and remitting all state and local taxes due on Licensed Producer’s sale of the Products as required by applicable state and local laws.

  14. Licensed Producer agrees to at all times adhere to and comply with Landseye’s Standards of Production Practices set forth in Exhibit B.

  15. Licensed Producer agrees to provide to all applicable storage instructions for the Products.

  16. Licensed Producer agrees to give notice to Landseye no later than forty-eight (48) hours from receipt of any consumer or safety complaints that may arise from or are related to this Agreement and/or the Products, including but not limited to cause for a recall, and shall, in every reasonable manner, deal appropriately with such complaints after prompt and meaningful consultation with Landseye.  

  17. During the term of this Agreement and for a period of two (2) years thereafter, Licensed Producer shall, at its own expense, maintain and carry insurance in full force and effect that includes, but is not limited to, commercial general liability (including product liability) with limits no less than $1,000,000 for each occurrence and $2,000,000 in the aggregate with financially sound and reputable insurers. Upon Landseye’s request, Licensed Producer shall provide Landseye with a certificate of insurance and policy endorsements for all insurance coverage required by this Section C.17, and shall not do anything to invalidate such insurance. Licensed Producer agrees to provide Landseye with thirty (30) days' advance written notice in the event of a cancellation or material change in Licensed Producer’s insurance policy. Except where prohibited by law, Licensed Producer shall require its insurer to waive all rights of subrogation against Landseye’s insurers and Landseye.

D. EXAMINATION OF PRODUCTS AND RECORDS:

  1. Upon acceptance of a Purchase Order, Licensed Producer will, upon request, make available to Landseye and its authorized representatives all information known or data bases recorded or stored by means of any device, including in electronic form, title documents, reports, studies, permits, licenses and all other records in its possession or under its control relating to the Products (“Records”).  Licensed Producer will give Landseye and its authorized representatives every reasonable opportunity to have access to and to inspect the Products, and will permit Landseye to take samples of the Products for purposes of confirming that the purity, potency and quality of the Products is satisfactory to Landseye as set forth in the procedures described in Exhibit A hereto.  Licensed Producer will also permit the inspection of the Products prior to the Transfer by such governmental authorities as required by law or regulation.

  2. Licensed Producer shall keep complete and accurate Records related to the applicable Products for a period of seven (7) years from each Delivery Date.

E. TRANSFER AND RISK OF LOSS:

  1. Shipment and Delivery Requirements. Unless otherwise agreed in writing, You will deliver the Products to Landseye at Landseye’s licensed facility (the “Facility”), or such location to be provided in writing prior to the Delivery Date.  Time, quantity and delivery to the delivery location are of the essence under the Agreement. You shall procure materials for, pack, mark and ship Products strictly in the quantities, by the methods, to the delivery locations and by the delivery dates, specified in these Terms and Conditions or as otherwise agreed in writing.  If Licensed Producer does not comply with any of its delivery obligations under this Section E.1, Landseye may, in Landseye's sole discretion and at Licensed Producer’s sole cost and expense, (a) approve a revised Delivery Date, (b) require expedited or premium shipment, or (c) cancel the Purchase Order.  You may make partial shipments of Products to Landseye only with the prior written approval of Landseye.

  2. Transfer of Title and Risk of Loss.  Title to Products shipped under these Terms and Conditions passes to Landseye solely upon the satisfaction of the conditions precedent set forth in Exhibit A hereto (the “Conditions”).  Upon satisfaction of the Conditions, title will transfer to Landseye even if Licensed Producer has not been paid for such Products, provided that Landseye will not be relieved of its obligation to pay for Products in accordance with the terms hereof.  Notwithstanding any agreement between Landseye and You concerning transfer of title or responsibility for shipping costs, risk of loss to Products shipped under any Purchase Order passes to Landseye upon receipt and acceptance by Landseye at Landseye’s Facility, and You will bear all risk of loss or damage with respect to Products until Landseye's receipt and acceptance of such Products at its Facility in accordance with the terms hereof.

  3. Inspection and Acceptance. Products are subject to Landseye's inspection and approval or rejection notwithstanding Landseye's prior receipt of, or payment for, the Products. Landseye shall have a reasonable period of time, not less than ten (10) business days following delivery of the Products to the delivery location ("Inspection Period"), to inspect all Products received (including third party laboratory testing) and to inform You, in writing, of Landseye's rejection of any nonconforming Products. Landseye shall have the sole discretion in determining whether the Products are satisfactory in all respects, including that the Products delivered to Landseye conforms to the previous samples provided to Landseye and that the Products meets the purity, potency or quality standards established by the Landseye. If Landseye rejects any nonconforming Products, Landseye may elect to require You, at Your sole cost, to replace the rejected Products, or to accept the destruction of the rejected Products in exchange for a full refund of the Purchase Price; in each case without limiting the exercise by Landseye of any other rights available to Landseye under these Terms and Conditions or pursuant to applicable law. Products that are not rejected within the Inspection Period will be deemed to have been accepted by Landseye; provided, however, that Landseye's acceptance of any Products will not be deemed to be a waiver or limitation of Your obligations pursuant to these Terms and Conditions (or any breach thereof), including those obligations with respect to Your warranties and duty to indemnify Landseye.

F. TRADEMARKS AND INTELLECTUAL PROPERTY RIGHTS:

  1. Licensed Producer acknowledges and agrees that the Products purchased hereunder may be re-sold or transferred by Landseye under the trademarks, trade names or logo of Landseye or its licensor(s).  Licensed Producer acknowledges and agrees that use of such marks is strictly for the purpose of identifying the source of the goods, consistent with the reputation and high quality associated with the marks, and is in no way intended to constitute commercial promotion.  Any reference herein to selling or sales is intended solely to facilitate access to high quality medical cannabis products for qualified patients.

  2. All trade names, trademarks, service marks, logos, designs, identifications, artwork, and other symbols and devices relating to Landseye or its licensor(s) or its products or services (collectively, “Landseye Property”) shall remain the sole property of Landseye or its licensor(s).  Licensed Producer is not licensed or otherwise authorized to use the Landseye Property in any way.

G. TERM AND TERMINATION:

  1. Subject to this Section G, this Agreement shall be effective as of the date of the first Purchase Order executed by the Parties and will remain in full force and effect for a period of one (1) year from the most recent Purchase Order executed by the Parties.  These Terms and Conditions may be terminated by notice given by either Party if a breach of any representation, warranty, covenant, obligation or other provision of these Terms and Conditions has been committed by the other Party and such breach has not been waived.

  2. Sections D (Examination of Products and Records), F (Trademarks and Intellectual Property Rights), H (Confidentiality), I (Indemnification), K (No Liability for Consequential or Indirect Damages) and L (General) shall survive any termination or expiration of this Agreement.

H. CONFIDENTIALITY:

  1. During the term of this Agreement and for a period of three (3) years following the most recent Delivery Date, each of Landseye and You agree to hold and maintain the Confidential Information of the other in the strictest confidence. Each of Landseye and You shall divulge such Confidential Information only to its employees, agents or subcontractors who clearly require access to it for the purposes of these Terms and Conditions and who have been notified by the disclosing party that the Confidential Information they have received is to be held in the strictest confidence. Each party shall be liable to the other for all reasonably foreseeable damages, including reasonable attorney fees, in the event that this confidentiality provision is violated and shall be liable for any such violation by its agents, assignees and employees. Upon termination of this Agreement, any tangible Confidential Information, along with any copies thereof, shall be returned to the disclosing party, or destroyed, at the sole option of the disclosing party, except as otherwise prohibited by law.

I. INDEMNIFICATION:

  1. Subject to the terms and conditions of the Agreement, each party (as "Indemnifying Party") shall indemnify, defend and hold harmless the other party and its representatives, officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, "Indemnified Parties") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under these Terms and Conditions and the cost of pursuing any insurance providers, incurred by any Indemnified Party (collectively, "Losses"), relating to or resulting from any third-party Claim or any direct Claim against Indemnifying Party alleging: (a) breach or non-fulfillment of any of Indemnifying Party's representations, warranties, or covenants set forth in these Terms and Conditions; (b) any negligent or more culpable act or omission of Indemnifying Party or any of its representatives (including any recklessness or willful misconduct) in connection with Indemnifying Party's performance under these Terms and Conditions; (c) any bodily injury, death of any person or damage to real or tangible personal property caused by the willful or negligent acts or omissions of Indemnifying Party or any of its Representatives; or (d) any failure by Indemnifying Party or its Personnel to comply with any Applicable Laws.

J. NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES:

  1. EXCEPT FOR LIABILITY FOR INDEMNIFICATION, IN NO EVENT SHALL EITHER PARTY OR ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THESE TERMS AND CONDITIONS, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

  2. THE LIMITATIONS STATED ABOVE EXTEND TO ALL DISPUTES LICENSED RETAILER MIGHT HAVE AGAINST LANDSEYE, WHETHER KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, PAST OR PRESENT. SPECIFICALLY, LICENSED RETAILER HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS UNDER SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES AS FOLLOWS:

    "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." 

    LICENSED RETAILER EXPRESSLY WAIVES AND RELINQUISHES ALL RIGHTS AND BENEFITS UNDER THAT SECTION AND ANY LAW OF ANY JURISDICTION OF SIMILAR EFFECT WITH RESPECT TO THE RELEASES PROVIDED HEREIN.

K. MISCELLANEOUS:

  1. This Agreement, including for the avoidance of doubt any Agreement and any applicable Purchase Order(s), constitutes the complete and exclusive agreement between the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, oral and written, between the parties relating to the subject matter herein. Landseye may amend the Terms at any time by reasonable notice, including without limitation by posting revised terms on its website at www.landseye.com/caspltc, which amended terms and conditions shall be binding upon You Producer with respect to any subsequent transaction.

  2. Nothing herein shall be construed to create a joint venture or partnership between the parties hereto or an employer/employee relationship. Licensed Producer expressly acknowledges that it is an independent contractor of Sturdivant and a member of the Landseye. Neither party shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party.

  3. Licensed Producer may not assign, sublicense, or otherwise transfer this Agreement or its obligations or benefits or any part thereof hereunder without the prior written consent of Sturdivant, and any such assignment, sublicense or transfer in contravention of this provision shall be null and void. This Agreement shall inure to the benefit and be binding upon the parties hereto, and their respective successors and permitted assigns.

  4. This Agreement shall be construed and interpreted and the rights of the parties determined in accordance with the local laws of the State of California, without regard to its conflict of law rules. Unless otherwise agreed upon in writing by the parties, any legal action or proceeding between Sturdivant and You for any purpose concerning this Agreement or the parties’ obligations hereunder shall be subject to the exclusive jurisdiction of and venue in any competent court within San Francisco, California and the parties hereby consent to the personal and exclusive jurisdiction and venue of such courts. To the fullest extent permitted by law, each party hereby waives any right to a trial by jury in connection with any action hereunder.

  5. Neither party shall be responsible to the other party for failure to perform under this Agreement, when and to the extent such failure is caused by or results from acts beyond the affected party’s reasonable control, including but not limited to, fires, civil disobedience, riots, embargoes, explosions, rebellions, strikes or work stoppages (except those involving the employees or agents of the party seeking the protection of this clause), acts of God or acts of any governmental authority or any other similar occurrence (each a “Force Majeure Event”). A party affected by a Force Majeure Event shall give prompt notice of such event to the other party, and use commercially reasonable efforts to end the failure to perform and minimize the effects of such Force Majeure Event. The non-affected party may terminate this Agreement if such failure to perform continues for a period of thirty (30) days or more.

  6. In the event that any provision of this Agreement or any obligation or grant of rights by either party is found to be invalid or unenforceable pursuant to a judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms.

  7. IN THE ABSENCE OF PRIOR WRITTEN CONSENT OF LANDSEYE, YOU SHALL NOT ADVERTISE, ANNOUNCE OR PUBLISH IN ANY MANNER THAT YOU HAVE CONTRACTED TO FURNISH THE PRODUCTS TO LANDSEYE HEREUNDER.

  8. To the extent there is a conflict between these Terms and Conditions and any Purchase Order, the provisions of these Terms and Conditions shall take precedence.

  9. The prevailing party in a suit, action or proceeding between the parties relating to this Agreement will be entitled to recover its reasonable and documented attorneys’ fees and court costs, in addition to any other relief that such party may be awarded.

  10. All notices pursuant to the Agreement shall be in writing, addressed as set forth below (or to such other address that may be designated by the receiving party in accordance with this Section), and shall be deemed given when: (a) delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight carrier (receipt requested); (c) on the date sent by facsimile (with confirmation of transmission if sent during normal business hours of the recipient), and on the next business day if sent after normal business hours of the recipient; (d) on the third day after the date mailed, by certified or registered mail, return receipt requested; or (e) on the date sent by electronic mail (with confirmation of transmission if sent during normal business hours of the recipient), and on the next business day if sent after normal business hours of the recipient. 

    To Landseye:
    Sturdivant Ventures, LLC
    975 Corporate Center Parkway Suite 120
    Santa Rosa, CA 95407
    Attn: Legal
    Email: legal@marleynatural.com

    To You: To the contact listed in an applicable Purchase Order.
     

  11.  YOU ACKNOWLEDGE THAT BY SIGNING THE PURCHASE ORDER AND/OR SUPPLYING PRODUCTS TO LANDSEYE, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PURCHASE ORDER. ADDITIONALLY, BY YOUR SIGNATURE ON ANY AND ALL PURCHASE ORDERS YOU CERTIFY THAT YOU HAVE READ THESE TERMS AND CONDITIONS, THAT YOU KNOW AND UNDERSTAND THE MEANING AND INTENT OF THIS DOCUMENT AND THAT YOU ARE ENTERING INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY.  YOU ACKNOWLEDGE THAT AS PART OF THE CONSIDERATION FOR ANY SALES AND PURCHASES THAT MAY TAKE PLACE BETWEEN LANDSEYE AND YOU, ALL PURCHASE ORDERS AND SHIPMENTS SHALL BE SUBJECT TO THE TERMS AND CONDITIONS STATED ABOVE.

 

EXHIBIT A

Standard Conditions for Product Purchase

1. PRELIMINARY QUALITY INSPECTION:

Products must undergo and pass a preliminary quality inspection upon delivery to Landseye by Licensed Producer before it can move on to the Pre-Testing Quarantine and Testing stages.  The preliminary quality inspection includes, but is not limited to:

  • Visual inspection for microbial impurities such as mold, excessive moisture, or rot, and aesthetic impurities such as excessive stems, seeds, or seed pods.

  • Visual inspection for unwanted particulates in cannabis product. 

  • Weight verification of quantity of cannabis or cannabis product to the gram (distinguishing tare weight from net weight) using Landseye scales.

At the discretion of Landseye, Product that fails the preliminary quality inspection may be rejected. Failure shall be clearly and immediately communicated to the Licensed Producer.

2. PRE-TESTING QUARANTINE:

Product(s) that passes preliminary inspection shall be placed in quarantine and held until the licensed third party testing lab arrives to take the required sample. Landseye shall provide the Licensed Producer with the following information:

  • The date on which testing is scheduled;

  • The estimated time frame for receiving test results.

Landseye shall arrange for a licensed third party testing lab to take samples of the Product(s) provided by Licensed Producer for inspection and testing.

3. TESTING REQUIRED: PASSING CERTIFICATE OF ANALYSIS CONDITION PRECEDENT TO TITLE TRANSFER, PAYMENT

Product(s) held in pre-testing quarantine shall be tested by Landseye-contracted licensed testing lab facility.  Product(s) that receive a passing certificate of analysis from the Landseye licensed third party testing lab shall be purchased and title transferred to Landseye as set forth under this Agreement.  Payment for such a Product purchase shall be scheduled by Landseye and Licensed Producer shall be notified of such payment.

4. PRODUCTS WITH FAILING CERTIFICATE(S) OF ANALYSIS SHALL BE REJECTED, TITLE RETAINED BY LICENSED PRODUCER

Landseye shall contact the Licensed Producer within one business day of receiving failing test results from the licensed third party testing lab.  Product(s) with failed test results must be given back to the Licensed Producer without payment. As set forth under this Agreement, title shall not pass to Landseye for failed Products. Licensed Producer must schedule pick up of failing Product(s). Failure to arrange such pick up may result in the destruction of the Products at Licensed Producer’s expense.

5. PRODUCTS WITH PASSING CERTIFICATE(S) OF ANALYSIS, TITLE TRANSFER

If passing test results are received Landseye shall arrange for payment and title to the Products provided under a specific Purchase Order shall transfer to Landseye. Landseye shall retain the state taxes required by regulations at such time as payment is made to Licensed Producer.

EXHIBIT B

Standards of Production Practices

Licensed Producer certifies that the cultivation and/or manufacturing of the Products will conform to the following standards (“Standards of Production Practices”):

(A) Forced Labor. Licensed Producer certifies that it does not use any forced labor – prison, indentured, bonded or otherwise.

(B) Labor. Licensed Producer certifies that no person shall be employed in any facility at an age younger than 21.

(C) Harassment or Abuse. Licensed Producer certifies every employee shall be treated with respect and dignity. No employee shall be subject to any physical, sexual, psychological or verbal harassment or abuse.

(D) Nondiscrimination. Licensed Producer certifies that no person shall be subject to any discrimination in employment, including hiring, salary, benefits, advancement, discipline, termination or retirement, on the basis of race, religion, gender, age, disability, sexual orientation, nationality, political opinion, social or ethnic origin, or any other characteristic that is protected by applicable law.

(E) Health and Safety. Licensed Producer certifies that workers will be provided a safe and healthy working environment to prevent accidents and injury to health arising out of, linked with, or occurring in the course of work or as a result of the operation of contractors’ facilities.

(F) Freedom of Association and Collective Bargaining. Licensed Producer certifies that, as applicable, employees’ rights to freedom of association and collective bargaining will be recognized and respected.

(G) Wages and Benefits. Licensed Producer certifies that it complies with all applicable wage and hour laws and regulations, and that employees will be paid at least the minimum wage required by local law, or the prevailing industry wage, whichever is greater.

(H) Hours of Work/Overtime.  Licensed Producer certifies that it complies with applicable regulations concerning work hours mandated by state and local laws and uses overtime only when employees are compensated according to state and local law. Licensed Producer further certifies that it will not allow employees to exceed the maximum number of overtime hours provided by state and local laws.

(I) Benefits. Licensed Producer certifies that it complies with all applicable provisions for legally-mandated benefits, including but not limited to heath care; child care; sick leave; contributions for social security; life, health, worker’s compensation and other insurance mandated by state and local law.

(J) Environment. Licensed Producer certifies that complies with applicable environmental regulations.

(K) Documentation and Inspection. Licensed Producer agrees to: (i) certify to Landseye in writing, as requested by Landseye, that each of the above-listed standards is being met; (ii) maintain on file such documentation as may be needed to demonstrate compliance with the Standards of Production Practices; (iii) make these documents available in the English language to Landseye for inspection upon request; and (iv) provide employees with the opportunity to report noncompliance with the Standards of Production Practices, free from punishment or prejudice for so doing.


Rev. 01/2018

CONFIDENTIAL AND PROPRIETARY

©2018 Sturdivant Ventures, LLC