Terms of Use

Acceptance by HD Distribution, LLC (herein after “Seller”) of your (the “Buyer”) wholesale orders is expressly made conditional on your
agreement to these terms and conditions. The terms and conditions set forth below will govern ALL wholesale and/or bulk purchase
transactions between the Buyer and Seller. Seller specifically rejects any terms or provisions which set any standards, specifications or
damages related to quality and time of delivery or which contradict or purportedly claim to supersede these terms and conditions.
By requesting Seller to supply Goods to you, you acknowledge and agree (or you are deemed to acknowledge and agree) to these Wholesale
Terms and Conditions.

1. Payment & Order Transactions
(a) Unless otherwise agreed to in writing, payment for the Goods must be made prior to shipping or order.
(b) Seller may refuse to accept or cancel any order or delivery of Goods at any time with written notice to Buyer. Seller shall not be liable for
any loss or damage whatsoever arising from such cancellation. At the discretion of Seller, a credit memo and/or refund, in this instance only,
will be processed.
(c) Orders may not be canceled by Buyer once submitted.
(d) Any variation to any order must be agreed to in writing. The total price may alter as a result of any variation and Buyer agrees to pay any
increase.
(e) Restocking fees: Seller reserves the right to charge restocking fees. Buyer shall be charged a 20% restocking/cancellation fee. Restocking
fees will be charged to your credit card on file at the time of the transaction.
(f) No refunds will be processed, except for cancellations by Seller under Section 2(b) above. When applicable, a credit memo will be issued to
be used towards a future order or invoice.

2. Duties, Taxes, and Fees
All export and import documentation, licenses, duties, taxes or other obligations or costs relating to the delivery of the Goods are the Buyer’s
responsibility.

3. Shipping and Risks
(a) For orders within the U.S.: Unless otherwise agreed to in writing, Seller shall arrange delivery of the Goods to Buyer and Buyer will be
responsible for the costs associated with delivery. Orders will be shipped via FedEx, UPS or USPS. While the delivery service utilized by Seller
may include insurance for the Goods during transit, Seller makes no representations and gives no warranties in respect to such insurance and
Buyer will be responsible for obtaining any specific insurance Buyer requires in respect of the Goods during transit. Risk in respect of the
Goods shall pass to Buyer when the Goods are delivered to the carrier.
(b) For International orders: Unless otherwise agreed to in writing, Buyer shall be responsible for the cost of transportation of the Goods from
the premises of Seller. Risk in respect of the Goods shall pass to Buyer when the Goods are made available to the delivery carrier. Buyer is
responsible for obtaining insurance in respect of the Goods from the time they are made available at the place of delivery (carrier).
(c) Lead times for all orders:: HD packaged products and bulk products will ship next business day. White Label orders will ship within 30 days
and Private Label orders will ship within 6 weeks. Clock starts the day final payment is made and all materials are received by Hemp Depot.

4. Notice of Defects/Returns
(a) The Buyer must make any claims of defects, including but not limited to those related to shortages, quality, or specification, within the first 7
days after receiving the Goods. The Seller cannot be responsible for shortages when shipments are directed to a third party. It is the
responsibility of the Buyer to inspect upon receipt, that all Goods delivered matches the items ordered/invoiced.
(b) If a part of the order is delayed or if part of the order is defective or deficient, the order may only be remedied for that part of the order.

5. Acceptance Of Goods With Known Defects Waives Claims For Damages
Buyer hereby waives any claim for damages resulting from any defect Buyer is aware of, including late delivery, at the time Buyer accepts the
merchandise.

6. Returns
(a) It is the responsibility of the Buyer to inspect upon receipt, that all merchandise delivered reflects exactly the items purchased and invoiced,
and provide timely notice to Seller of any defects in accordance with Section 5 above.
(b) Wholesale purchases made by Buyer are ineligible for return. Under certain conditions, exchanges may be made for unsatisfactory
merchandise that is unused and in original packaging. Whether or not items are eligible for exchange is at the sole discretion of Seller. All
exchanges must be initiated within 7 days of receipt of goods.
(c) In the event of an exchange of merchandise, the Buyer is responsible for all shipping fees, both in shipping product back to Seller as well as
the shipping of the new product to the Buyer. Buyer authorizes Seller to sell any goods that have been exchanged, rejected, or abandoned.
(d) If Buyer modifies the goods, they are immediately ineligible for return or exchange.

7. Liability. Seller shall not be liable:
(a) where Buyer has altered or modified the Goods, misapplied the Goods, or have subjected them to unusual or non-recommended use or
handling;
(b) for defects in any Goods manufactured by any third party;
(c) for loss or damages caused wholly or partly by any factors beyond Seller’s control, including, without limitation, any loss resulting from a
delay in production or supply of the Goods; or
(d) for any indirect or consequential loss of any kind.

8. Exclusion of Implied Warranties –
To the extent permitted by applicable laws, and in respect of any legal basis for a claim, Seller shall, not be responsible for any product liability or for any direct or indirect business interruption loss, consequential loss, loss of profit, or any other loss whatsoever. Seller expressly disclaims the implied warranties of merchantability and fitness for a particular purpose applying to the Goods sold by Seller. In any event, Seller’s maximum liability shall be equal to repayment by Seller to the Buyer of the payment made for the delayed or defective part of order.

9. Deterioration of Buyer’s Credit
(a) The Seller has the right, in addition to other Remedies provided by law, to terminate any delivery or suspend further deliveries of other
shipments in the event the Buyer fails to pay for any one shipment when the same becomes due. Should the Buyer’s financial condition
become unsatisfactory to the Seller, the Seller may require cash payments or satisfactory securities for delivery of goods.
(b) Seller may terminate this agreement with immediate effect by giving written notice to Buyer if:
i. Buyer has failed to comply with a written notice given by Seller specifying a breach of the agreement and requiring Buyer to remedy it within
14 days: or
ii. being an individual, Buyer is made bankrupt; or
iii. being a company, Buyer is placed in liquidation or receivership.
On termination, Seller shall have the right to deal with the Goods at its absolute discretion.

10. Jurisdiction
Any transactions between the Buyer and the Seller are governed by the laws of Colorado, without regard for choice of law principles. To the
extent that any court proceedings are commenced, the Buyer and any Guarantor hereby consent to the jurisdiction of the courts of Denver,
Colorado, for any claims or controversies arising in the sale of garments by the Seller to the Buyer. The Seller also reserves the right to sue the
Buyer or its Guarantor in the province or state of its domicile. The prevailing party in any such proceeding shall be entitled to payment of its
reasonable costs and attorneys’ fees by the other party.

11. Amendments
These terms and conditions may be amended or replaced from time to time by Seller; the most current version will be maintained on Seller’s
website.

AGREEMENT AND ACKNOWLEDGEMENT
Buyer(s) have carefully read and agree to these Terms and Conditions. If any term, provision, covenant or condition of this agreement is held
by a court of competent jurisdiction or an arbitrator to be invalid, void, or unenforceable, the remaining terms and provisions of this
agreement will remain in full force and effect and shall in no way be affected, impaired, or invalidated.

Thank you,

HD Distribution LLC

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