Terms & Conditions
- Invoices are payable on receipt unless other terms, negotiated and noted on the Invoice. By accepting delivery of service, Buyer agrees to pay the Invoiced cost for those services, and agrees to be bound to these contract terms. No acceptance may vary these terms unless specifically agreed in writing by Seller.
- Seller is not liable for any incidental, consequential or special damages, interest, costs or expenses, or for loss of use, loss of data or lost profits or wages, whether or not Seller knew such damages might be incurred. Seller’s liability is in all cases limited to refunding the purchase price or current value of the services, at Seller’s option.
- In the event it becomes necessary for the Seller to incur any collection costs or suits to collect payment, the Buyer will be responsible for all such costs, including but not limited to court costs, attorney fees and collection agency fees on said collection/suit.
- ADM Labs warrants to you that ADM Labs shall use its reasonable endeavors to provide the services with reasonable care and skill and, as far as reasonably possible, in accordance with your request and instructions from time to time. Where ADM Labs supplies you with any goods or services supplied by a third party, then ADM Labs is acting as your agent in sourcing the goods or services. ADM Labs will use reasonable care in selecting the supplier and ensuring the order is placed in accordance with your wishes.
- All sales are final, unless otherwise agreed by the supplier, vendor or partner, you shall not be entitled to cancel the service requested where, on your instructions, performance has already begun.
REPLACEMENT OF PRODUCT OR REFUND OF THE PURCHASE PRICE AS PROVIDED UNDER THIS LIMITED WARRANTY ARE PURCHASER’S EXCLUSIVE REMEDIES. SELLER MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING USE OF THE PRODUCT FOR ANY PURPOSES, INCLUDING PURCHASER’S FURTHER DISTRIBUTION, PROCESSING, AND SALE OF THE PRODUCT AND INCLUDING USE OF THE PRODUCT IN APPLICATIONS INVOLVING THE DIAGNOSIS, CURE, MITIGATION, TREATMENT OR PREVENTION OF ANY ILLNESS, INJURY OR DISEASE. SELLER HEREBY DISCLAIMS, AND PURCHASER WAIVES, ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. UNDER NO CIRCUMSTANCES WILL SELLER BE LIABLE TO PURCHASER FOR ANY INDIRECT, CONSEQUENTIAL, COLLATERAL, SPECIAL, OR INCIDENTAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS) WITH RESPECT TO ANY PRODUCT OR SERVICE PROVIDED BY SELLER, WHETHER SUCH CLAIM IS BASED ON CONTRACT, NEGLIGENCE, STRICT TORT, WARRANTY, OR ANY OTHER BASIS. SELLER’S LIABILITY MAY NOT, IN ANY EVENT, EXCEED THE PURCHASE PRICE OF THE PARTICULAR PRODUCT WITH RESPECT TO WHICH A CLAIM IS MADE.
ASSUMPTION OF RISK
Prior to delivery of product, Purchaser will have opportunity to inspect and test the Product for conformity with the Purchase Order or any provided Certificate of Analysis or other laboratory results. Following inspection and testing, Purchaser may request in writing that Seller replace any nonconforming Product or adjust the quantity of the Lot to comply with the quantity or other specifications set forth in the Order. Seller warrants that the Product will conform substantially to the previously provided COA (certificate of analysis) provided with the sale of a given Lot. Notwithstanding anything contained in this Invoice to the contrary, the limited warranty of Seller as provided herein will be void if any alterations, modifications, or processing have been performed on Product, or, to the extent that any alleged defect is the result of abuse, misuse, improper maintenance or storage, accident, action, or inaction on the part of any Party (or their agent) other than Seller.
Except for information in the public domain and information authorized by Seller to be disclosed, the Purchaser must not, for any reason or in any manner whatsoever use, communicate, divulge or otherwise exploit for his own benefit or for the benefit of any other person or entity any name, address or other sensitive business information concerning any employee, agent, client lists, Sellers, financiers or any other confidential information of Seller, any technology, technical information, analysis, data, know-how, trade secrets, and/or information of a confidential nature relating but not limited to the ownership, operation or management of the Business of Seller (including, without limitation, financial affairs, services, employees, employees' compensation, business strategies and contractual relationships). In exchange, Seller agrees that it will not disclose, communicate or divulge in any manner details of this Agreement with Purchaser.
The Purchasers hereby agrees to defend, indemnify and hold harmless Seller, and its officers, employees, agents, and contractors from any and all claims and liabilities of any type or nature whatsoever arising out of any gross negligence or willful misconduct by the Purchaser.
If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either Party’s reasonable control (“Force Majeure”), and if the Party unable to carry out its obligations gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, the state or federal government declaring or alleging that the subject matter of this Contract (the processing of industrial hemp and the production of raw oil is illegal, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, supplier failures or default of suppliers or subcontractors. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of nonperformance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party, or its employees, officers, agents, or affiliates.