SUPPLY AGREEMENT
Exhibit
10.3
THIS
SUPPLY AGREEMENT (this “Agreement ”)
is made as of Feburary 3rd,
2020 (the "Effective Date" ), by and between HTO Holdings Inc., a
corporation under the laws of the State of Delaware, having a place
of business at 00000 Xxxx Xxxxxx Xx. Xxx 000. Xxxx Xxxxxx XX,
00000, (" Supplier"), and
Exactus, Inc., a corporation existing and organized under the laws
of the Nevada, having a place of business at 00 XX 0xx Xxxxxx, Xxxxx 00, Xxxxxx Xxxxx, Xxxxxxx
00000, (hereinafter "Buyer" or the
"Company") (Buyer and
Supplier may be referred as the "Parties" or “Party”).
WITNESSETH:
WHEREAS, Buyer and
Supplier have agreed to enter into this Agreement pursuant to which
Supplier will grow, harvest, process, extract and supply Products,
as defined below, to Buyer (referred to below as "Production").
NOW
THEREFORE, in consideration of the premises and preamble, which are
incorporated herein by reference, and other good and valuable
consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:
1.
AGREEMENT TO PURCHASE AND SELL PRODUCTS
1.1 General. During the Term,
Supplier hereby agrees to produce and sell to Buyer, and Buyer
hereby agrees to purchase and accept from Supplier, such amounts of
Products, when available, as from time to time shall be ordered by
Buyer. Supplier shall furnish the products identified on
Exhibit 1.1 hereto,
in the form described in Exhibit 1.1 (the "Products").
1.2 Product Specifications.
Supplier shall supply all Products according to the Specifications
in effect as of the date of this Agreement, with such changes or
additions to the Specifications of the Products related thereto as
shall be requested by Buyer in accordance with this Section or as
otherwise agreed in writing by the Parties. All other Products
shall be manufactured with such Specifications as the Parties shall
agree in writing. "Specifications"
means, with respect to any Product, the design, composition,
dimensions, other physical characteristics, chemical
characteristics, packaging, unit count and trade dress of such
Product. The Specifications hereby incorporate the Laws and all
rules and regulations promulgated thereunder by any governmental
authority, including but not limited to the Oregon Department of
Agriculture and the U.S Agricultural Improvement Act of 2018. The
Products shall not contain any substance or chemical prohibited by
such Laws, rules and regulations.
2.
PURCHASE ORDERS
2.1 Purchase Orders. Buyer shall
furnish to Supplier a purchase order in the form of Exhibit 2.1
attached hereto (each, a "Purchase Order") for
the quantity of the Products which Buyer shall purchase, and
Supplier shall deliver in accordance with the Purchase Order and
this Agreement. Supplier shall acknowledge receipt of such Purchase
Order and acceptance thereof as soon as practicable after Supplier
receives a Purchase Order. The Supplier retains the right to accept
or reject any Purchase Order at its sole discretion. Upon
acceptance by Supplier, each such Purchase Order shall be binding
on all parties. Each such Purchase Order shall designate the
quantity of the Products ordered and payment terms. In the event of
a conflict between this Agreement and a Purchase Order, this
Agreement governs.
3.
SHIPMENTS AND ACCEPTANCE
3.1 Delivery. Supplier shall
deliver all Products F.O.B. at Supplier’s shipping point for
delivery to Buyer's facility as specified in the Purchase
Order. Title and
risk of loss will transfer from Supplier to Buyer upon delivery of
Product to Buyer’s shipment carrier. Buyer shall provide
instruction on when the product is to be delivered, and how much
product is to be picked up each month. The Buyer shall be
responsible for shipping costs from the Supplier’s shipping
point.
-1-
3.2
Inspection;
Rejection.
(a)
Buyer will inspect each shipment of Product upon receipt to verify
such shipment's conformity to the relevant Purchase Order, Laws,
and Specifications as of the time the Product was delivered to
Buyer. If Buyer determines that any portion or all of any shipment
of the Product did not conform to the Purchase Order as of the time
it was delivered to Buyer (each non-conforming Product , a "
Defective
Product" ), then Buyer shall be entitled to reject such
portion or all of any shipment of Product that includes Defective
Product. Buyer shall notify Supplier in writing if the shipment of
Product includes Defective Product that existed at the time of the
delivery of the Products to Buyer. Such notification shall be made
as soon as reasonably practicable after discovery of the
nonconformity, but not later than thirty (30) days after delivery
of the Products. Such notice shall: (i) specify the reasons for
rejection, and (ii) contain the testing results and methodology
used to determined non-conformance of the Defective Product. If
Buyer does not so reject the Products within thirty (30) days after
delivery, Buyer shall be deemed to have accepted the Products.
After notice of rejection is received by Supplier, Buyer shall
cooperate with Supplier in determining whether such rejection is
justified. Supplier shall notify Buyer as soon as reasonably
possible, but not later than thirty (30) days after receipt of the
notice from Buyer, whether it accepts Buyer' s basis for rejection.
Notwithstanding anything to the contrary, if a portion or all of
any shipment of Product has a latent defect that renders such
Product a Defective Product prior to the expiry date of such
Product and that (a) was not reasonably discoverable within the
inspection period specified in this Section 3.2 an (b) was
attributable to Supplier' s manufacture and/or supply and (iii) did
not occur after receipt of such Product by Buyer as described in
Section 3.2 (each such defect, a " Latent Defect" ),
Buyer shall promptly, and in no event more than twenty (20) days
after the discovery or notification of such Latent Defect, notify
Supplier of such Latent Defect. If Supplier accepts Buyer's
determination that the Product is a Defective Product or that the
Product contain s a Latent Defect, then Buyer shall be entitled to
the remedies set forth in Section 6.4 hereof. If Supplier does not
accept Buyer's determination that the Product is a Defective
Product or that the Product contains a Latent Defect, and Buyer
does not accept Supplier's conclusion, then Supplier and Buyer
shall jointly select an independent Third Party to determine
whether it conforms to the Purchase Order (the "Third Party
Determination"). The Parties agree that the Third Party
Determination shall be final. If the Third Party rules that the
Product conformed to the Purchase Order as of the time the Product
was delivered to Buyer or that the Product does not contain a
Latent Defect, as applicable, then Buyer shall be deemed to have
accepted the Product at the agreed upon price and Buyer shall bear
the cost of the Third Party Determination. If the Third Party rules
that the Product does not conform to the Purchase Order at the time
the Product was delivered to Buyer or that the Product contains a
Latent Defect, then Buyer shall be entitled to the remedies set
forth in Section 6.4 hereof and Supplier shall bear the cost of
such Third Party Determination. In the event the Product is
determined to have a Latent Defect, the Product will be promptly
returned to the Supplier by the Buyer.
4.
RECORDS AND AUDIT RIGHTS, PUBLIC STATEMENTS; RECALLS
4.1 Records; Audit Rights. Supplier
shall maintain, and shall cause its agents to maintain, all records
necessary to comply with all applicable Laws relating to the
production, filling, packaging, testing, storage and shipment of
Products. "Laws" means any
statute, law, ordinance, regulation, rule, code, order,
constitution, treaty, common law, judgment, decree, other
requirement or rule of law of any governmental entity, but does not
include any United States federal law concerning cannabis,
including the Controlled Substances Act, 21 U.S.C. §§
801, et. seq. All such records shall be maintained for such period
as may be required by applicable Laws; provided, however, that all
records relating to the production, stability and quality control
of Products shall be retained until the parties agree to dispose of
such records.
5.
PRICE, PAYMENT COOPERATIVE ADVERTISING
5.1
Price.
(a) The purchase price
for Products supplied hereunder (the "Purchase
Price”), shall be calculated in accordance with
Exhibit 1.1 and
paid in accordance with this Section. For purposes hereof "cGMP"
means current good manufacturing practices of the FDA and other
appropriate agencies, as set forth in 21C.F.R. Part 111 and all
applicable FDA rules, regulations, guides and guidance(s,) as
amended from time to time and in effect during the term of this
Agreement.
-2-
(b)
Buyer will pay
Supplier amounts due pursuant to this Agreement in accordance with
Exhibit 1.1.
5.2
Taxes.
(a) Supplier and Buyer
each shall cooperate with the other party, as reasonably requested
by the other party, to minimize or eliminate Taxes to the extent
legally permissible, including by making available to such other
party any existing resale certificates, exemption certificates or
other existing information relevant for such purpose.
“Taxes" means all
state, local, foreign and other income, gross receipts, sales, use,
production, ad valorem, transfer, franchise, registration, profits,
service use, withholding, payroll, employment, unemployment,
estimated, excise, severance, environmental, stamp, occupation,
premium, property personal, customs, duties or other taxes, fees,
assessments or charges of any kind whatsoever, together with any
interest, additions or penalties with respect thereto and any
interest in respect of such additions or penalties.
(b) If applicable Laws
relating to Taxes require Buyer to withhold any Taxes from a
payment to Supplier, Buyer shall withhold such Taxes and shall pay
the amount withheld to the relevant Taxes authority.
6.
REPRESENTATIONS AND WARRANTIES
6.1
Representations and Warranties of
Supplier. Supplier represents and warrants to Buyer
that:
(a) the Products shall
be manufactured and packaged in compliance with the provisions of
the Laws governing the production, storage and transportation of
the Products, including without limitation, laws promulgated by a
state specific department of agriculture and the federal Farm Xxxx
(aka as the Agricultural Act of 2014 and the Agriculture
Improvement Act of 2018, as such either act may be amended,
restated, or re-enacted), and shall be devoid of the use of any
pesticides or any other harmful chemicals or and;
(b) as of the time any
Products are delivered to Buyer and during the shelf life of such
Products, such Products shall conform to the
Specifications;
(c) upon transfer of
the risk of loss of a Product, as provided in Section 3.1, good and
valid title to such Product sold hereunder will be conveyed by
Supplier to Buyer free and clear of any liens or encumbrances
created by Supplier;
(d) Supplier has all
necessary corporate power and authority to enter into this
Agreement and, to carry out its obligations hereunder and
thereunder and to consummate the transactions contemplated hereby.
The execution and delivery by Supplier of this Agreement, the
performance by Supplier of its obligations hereunder and thereunder
and the consummation by Supplier of the transactions contemplated
hereby and thereby have been duly authorized by all requisite
corporate action on the part of Supplier; and
(e) Supplier is in
material compliance with all Laws applicable to its business and
operations as presently conducted.
6.2
Representations and Warranties of
Buyer.
(a)
Buyer has all necessary corporate power and authority to enter into
this Agreement and, to carry out its obligations hereunder and
thereunder and to consummate the transactions contemplated hereby
and thereby. The execution and delivery by Buyer of this Agreement,
the performance by Buyer of its obligations hereunder and
thereunder and the consummation by Buyer of the transactions
contemplated hereby and thereby have been duly authorized by all
requisite corporate action on the part of Buyer.
6.3 THE WARRANTIES SET FORTH IN SECTION 6.2 OF THIS
AGREEMENT ARE THE EXCLUSIVE WARRANTIES GIVEN BY BUYER TO SUPPLIER
WITH RESPECT TO THE PURCHASE OF PRODUCTS HEREUNDER, AND ARE GIVEN
AND ACCEPTED IN LIEU OF ANY AND ALL OTHER WARRANTIES, GUARANTEES,
CONDITIONS AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
-3-
6.4 Defective
Products. Any Products delivered to Buyer by Supplier which are
finally determined to be a Defective Product or contain a Latent
Defect in accordance with Section 3.2, shall be replaced at
Supplier's expense. In the event the Product is determined to have
a Latent Defect, the Product will be promptly returned to the
Supplier by the Buyer.
7.
COOPERATION ON LAWS
7.2
General. Supplier
and Buyer shall comply with all applicable Laws relevant to this
Agreement and the subject matter hereof and each party shall
actively assist the other in its compliance with same. Buyer shall
immediately cease any activity under this Agreement with respect
thereto upon written notice by Supplier to the extent reasonably
required in Supplier's reasonable discretion in connection with
Supplier's efforts to cooperate or comply with any actual or
potential government action relevant to any Product.
8.
INDEMNIFICATION
8.1 Supplier Indemnification.
Supplier shall be responsible for and control Production. Supplier
shall indemnify and hold Buyer harmless from and against any actual
incurred Liability, including reasonable attorney's fees and
disbursements, arising out of any third-party claim for death,
injury or damage to property resulting from
Production.
8.2 Buyer Indemnification. Buyer
shall be responsible for use of the Products in the Buyer’s
finished consumer packaged goods (“Buyer’s
Products”).
Buyer shall indemnify and hold harmless Supplier from and against
any actual incurred Liability, including reasonable attorneys' fees
and disbursements, arising out of any third-party claim for death,
injury or damage to property resulting from sale or use of the
Buyer’s Products.
8.3 Liability. "Liability" means,
with respect to any person, any and all losses, claims, charges,
debts, demands, actions, causes of action, suits, damages,
obligations, payments, costs and expenses, sums of money, accounts,
reckonings, bonds, specialties, indemnities and similar
obligations, exoneration covenants, obligations under contracts,
guarantees, make whole agreements and similar obligations, and
other liabilities and requirement s, including all contractual
obligations, whether absolute or contingent, matured or unmatured,
liquidated or unliquidated, accrued or unaccrued, known or unknown,
joint or several, whenever arising, and including those arising
under applicable Laws, action, threatened or contemplated action
(including the costs and expenses of demands, assessments,
judgments, settlements and compromises relating thereto and
attorneys' fees and any and all costs and expenses, whatsoever
reasonably incurred in investigating, preparing or defending
against any such actions or threatened or contemplated actions) or
order of any governmental entity or any award of any arbitrator or
mediator of any kind, including any Liability for
taxes.
8.4 Notification of Liability and
Process. Any Party seeking indemnification pursuant to this
Section 12 shall promptly notify the other Party of the claim as to
which indemnification is sought , shall afford the other Part y, at
the other Part y's sole expense, the opportunity to defend or
settle the claim (in which case the indemnifying Party shall not be
responsible for the attorney's fee s of the indemnified Party with
respect such claim) and shall cooperate to the extent reasonably
requested by the other Party in the investigation and defense of
such claim; provided, however, that any settlement of any such
claim that would adversely affect the rights of the indemnified
Party shall require the written approval of such indemnified Party;
and provided further that an indemnified Party shall not settle any
such claim without the written approval of the indemnifying
Party.
8.5 Duration of Indemnification.
The foregoing indemnification obligations shall survive any
termination or expiration of this Agreement, in whole or in part,
or the expiration or termination of the Term.
-4-
9.
TERM AND TERMINATION
9.1 Term. This Agreement shall come
into effect on the Effective Date. Unless otherwise terminated as
provided in Section 9.2, this Agreement shall remain in force for a
period of one year from the Effective Date (for the purpose of this
Section 9 the "Initial Term"). This
Agreement shall renew automatically in one (1) year increments
after the Initial Term, with a revised list of Products based on
the Supplier’s future novel cannabinoid extracts (each, a
"Renewal
Term" and, collectively with the Initial Term, the
"Term"),
for three (3) years, unless either party gives written notice to
the other of its intention to not renew at least sixty (60) days
prior to expiration of the Initial Term or the then applicable
Renewal Term.
9.2
Termination.
(a)
Insolvency. A party may
immediately terminate this Agreement without written notice to the
other party, if
(i) the
other party is the subject of voluntary or involuntary bankruptcy
proceedings instituted on behalf of or against such it (except for
involuntary bankruptcy proceedings which are dismissed within sixty
(60) days); (ii) an administrative receiver, receiver and manager,
interim receiver custodian, sequestrator or similar officer is
appointed in respect of the other party (collectively, the
"Receiver") and that
party has not caused the underlying action or the Receiver to be
dismissed within sixty (60) days after the Receiver's appointment;
(iii) the Board of Directors of the other party shall have passed a
resolution to wind up that party, or such a resolution shall have
been passed other than a resolution for the solvent reconstruction
or reorganization of that part y; (iv) a resolution shall have been
passed by that party or that party's directors to make an
application for an administration order or to appoint an
administrator; or (v) the other party makes a general assignment,
composition or arrangement with or for the benefit of all or the
majority of that party's creditors, or makes, suspends or threatens
to suspend making payments to all or the majority of that party's
creditors. In the event Buyer is anticipating a voluntary or
involuntary bankruptcy, Buyer will immediately return all Product
Buyer has in its possession to the Supplier to be credited to
any/all outstanding balances due Supplier.
(b) Default. In the event either
party commits a material breach or defaults in the performance or
observance of any of the material provisions of this Agreement, and
such breach or default is not cured within sixty (60) days after
the receipt of notice thereof from the other party specifying such
breach or default, the party not in breach or default shall be
entitled (without prejudice to any of its other rights) to
terminate this Agreement, without additional penalty, termination
fee or cost, by giving notice to take effect
immediately.
10.
EFFECT OF EXPIRATION OR TERMINATION
10.1 Mutual
Obligations. Upon expiration or termination of this
Agreement pursuant to Section 10 with effect as of the effective
date of termination:
(a) the party
terminating this Agreement shall be released from all obligations
and duties imposed or assumed hereunder except from those provided
in Sections 4.1, 4.2, 6 and this Section 10; and
(b) the other party
shall lose the benefit of any rights granted in this Agreement,
except for those accrued prior to the effective date of termination
and those set forth in Sections 4.1, 4.2, 6 and this Section
10.
10.2
Purchase Orders.
(a) Where this
Agreement is terminated by Supplier pursuant to Section 9.2(b),
Supplier will be entitled, at its option, to fill or cancel any
Purchase Orders that were submitted by Buyer prior to such
termination. If Supplier elects to fill any such Purchase Orders,
Supplier shall use commercially reasonable efforts to fill any such
Purchase Orders. If Supplier elects not to fill any such Purchase
Orders, Buyer shall reimburse Supplier for the costs (including,
but not limited to, raw material costs) incurred in connection with
Purchase Orders that Supplier had started to supply prior to the
termination of this Agreement and that are canceled by Supplier
pursuant to this Section 10.2(a).
(b) Where this
Agreement is terminated by Buyer pursuant to Section 9.2(b), or
9.2(c), then Buyer shall be entitled, at its option, to cancel any
Purchase Orders that were submitted by Buyer prior to such
termination, or to have such Purchase Orders filled by
Supplier.
10.3 No
Release. Termination of this Agreement for any reason
whatsoever shall neither be deemed a release, nor shall it relieve
either party from any obligation under this Agreement which may
have accrued prior thereto.
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11.
FORCE MAJEURE
11.1 Suspension
of Obligations. If by reason of “Force majeure",
which shall mean for the purpose of this Agreement (a) acts of God,
war, riots, civil unrest, acts of the public enemy, fires,
earthquakes, severe weather or storms, or (b) to the extent beyond
the reasonable control of the affected party, strikes, labor
disputes, labor shortages, product transportation interruptions or
short ages, accidents, unavailability of raw materials or supplies,
or any act in consequence of compliance with any order of any
government or governmental authority, and, in the case of either
(a) or (b), the affected party is delayed or prevented from
complying with its obligations under this Agreement, such affected
party shall promptly give notice to the other party with an
estimated date by which the contingency will be
removed.
11.2 Termination.
To the extent that a party is or has been delayed or prevented by
force majeure from complying with its obligation s under this
Agreement, the other party may suspend the performance of its
obligations until the contingency is removed. If the party delayed
or prevented from complying with its obligations under this
Agreement cannot permanently remove the contingency, or if the
contingency affecting such party results in a delay extending
beyond three (3) months, the other party (upon notice) shall have a
right to terminate this Agreement and Section 13, subject to
Section 6.4, if applicable, shall apply, with the party delayed or
prevented from complying with its obligations under this Agreement
deemed to be the non-terminating party.
12.
NOTICES
All
notices, requests, claims, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly
given (a) when received if delivered personally, (b) when
transmitted if telecopied (which is confirmed) or sent via email,
(c) upon receipt, if sent by registered or certified mail (postage
prepaid, return receipt requested) and
(d) the
day after it is sent, if sent for next-day delivery to a domestic
address by overnight mail or courier, to the parties at the
following addresses:
If to
Supplier, to:
HTO
Holdings Inc. Attn: Zayn Kalyan
00000
Xxxx Xxxxxx Xx., Xxx. 000 Xxxx Xxxxxx XX, 00000
Email:
xxxx@xxxxxxxxxxx.xxx
If to
Buyer, to: Exactus, Inc.
Attn:
Xxxxxxx X. Xxxxxx 00 XX 0xx
Xxxxxx, Xxxxx 00
Xxxxxx
Xxxxx, Xxxxxxx 00000
provided, however,
that if any party shall have designated a different address by
notice to the others, then to the last address so
designated.
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13.
ASSIGNMENT
Neither
party may assign its rights and obligations under this Agreement
without the other part y's prior written consent. Any attempted
assignment in contravention of the foregoing shall be void. Subject
to the terms of this Agreement, this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their
respective successors and permitted assign s. For avoidance of
doubt, in the event of a Change in Control of either party, the
Agreement shall continue in force and effect and both parties shall
be subject to the terms, covenants and provisions in the Agreement.
A "Change of Control" shall mean a change in control of either
party (and not any person or entity that hereafter becomes a
successor to all or substantially all of the business or assets of
such party by reason of a Change of Control) and shall be deemed to
have taken place if: (i) a third person, including a "group" as
defined in Section 13(d)(3) of the Securities Exchange Act of 1934,
becomes the beneficial owner of shares of the capital stock of
either party having more than 50% of the total number of votes that
may be cast for the election of directors of the entity, (ii) the
sale or other disposition (excluding mortgage or pledge) of all or
substantially all of the assets of the part y, or (iii) the merger
or other business combination of the party with or into another
corporation or entity pursuant to which the party will not survive
or will survive only as a subsidiary of another corporation or
entity, in either case with the stockholders of the party prior to
the merger or other business combination holding less than 50% of
the voting shares of the merged or combined companies or entities
after such merger or other business combination.
14.
NO WAIVER
The
failure of either party to enforce any condition or part of this
Agreement at any time shall not be construed as a waiver of that
condition or part, nor shall it forfeit any rights to future
enforcement thereof.
15.
RELATIONSHIP OF THE PARTIES
Nothing
contained in this Agreement shall be deemed to constitute a
partnership, joint venture, or legal entity of any type between
Supplier and Buyer, or to constitute one as the agent of the other.
Both parties shall act solely as independent contractors, and
nothing in this Agreement shall be construed to give either party
the power or authority to act for, bind, or commit the other
party.
16.
HEADINGS, INTERPRETATION
The
headings of sections of this Agreement are for convenience of
reference only and shall not affect the meaning or interpretation
of this Agreement in any way. Words denoting the singular shall
include the plural and vice versa; words denoting any gender shall
include all genders; and words denoting persons shall include
bodies corporate, and vice versa.
17.
SEVERABILITY
If any
term , provision, covenant, or restriction of this Agreement is to
any extent illegal, otherwise invalid, or incapable of being
enforced, such term shall be excluded to the extent of such
invalidity or unenforceability; all other terms hereof shall remain
in full force and effect; and, to the extent permitted and
possible, the invalid or unenforceable term shall be deemed
replaced by a term that is valid and enforceable and that comes
closest to expressing the intention of such invalid or
unenforceable t erm. If application of this Severability provision
should materially and adversely affect the economic substance of
the transactions contemplated hereby, the Party adversely impacted
shall be entitled to compensation for such adverse impact, provided
the reason for the invalidity or unenforceability of a term is not
due to serious misconduct by the party seeking such
compensation.
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18.
ENTIRE AGREEMENT; AMENDMENT OR MODIFICATION
This
Agreement may not be amended, supplemented or otherwise modified
except by an instrument in writing signed by both parties hereto.
This Agreement contains the entire agreement of the parties hereto
with respect to the subject matter hereof, superseding all
negotiations, prior discussions and preliminary agreements made
prior to the date hereof. No provision of this Agreement may be
amended or modified other than by a written document signed by
authorized representatives of both parties.
19.
FORMS
The
parties recognize that, during the Term, a Purchase Order,
acknowledgement form or similar routine document (collectively
"Forms")
may be used to implement or administer provisions of this
Agreement. Therefore, the parties agree that the terms of this
Agreement will prevail in the event of any conflict between this
Agreement and the printed provision of such Forms, or typed
provisions of Forms that add to, vary, modify or are at conflict
with the provisions of this Agreement with respect to Products sold
hereunder during the Term.
20.
GOVERNING LAW
This
Agreement is governed by and construed and enforced in accordance
with the laws of the State of Delaware, without giving effect to
any conflict or choice of law provision that would result in
imposition of another jurisdiction’s Laws.
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***************
IN
WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date and year first above
mentioned.
HTO
Holdings Inc.
By: /s/ Zayn
Kalyan
Name:
Zayn Kalyan
Title:
Corporate Secratary
By: /s/ Xxxxxxxx
Xxxx
Name:
Xxxxxxxx Xxxx
Title:
President and CEO
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|
EXHIBIT
1.1
|
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Product
|
Price
(USD$) *
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|
CBG
Top Flower
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CBD
Top Flower
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CBG
Biomass
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CBD
Biomass
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Extracts
of CBG/CBD
|
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Crudes
of CBG/CBD
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Distillates
of CBG/CBD
|
|
|
Isolates
of CBG/CBD
|
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Water
Soluble Powders of CBG/CBD
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*
Pricing for each Product will be mutually agreed upon by both
Parties at the time of placement of a Purchase Order. Payment terms
to be maximum of Net 30 unless otherwise agreed upon by both
Parties prior to placement of a Purchase Order. Inventory may be
delivered to secured warehouse of Buyer for inspection and
packaging prior to orders to facilitate transactions, for which
Buyer shall be responsible for storage and finalization
costs.
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EXHIBIT
2.1
|
PURCHASE ORDER FORM:
|
To:
Hemptown
Organics Corp.
000-0000 X Xxxxxx
Xx. Xxxxxxxxx XX, X0X0X0
Xxxxxx
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Order by:
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Date of Order:
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Purchase Order Number:
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Delivery Date Requested:
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ORDER
DETAILS
|
Quantity
|
Unit
|
Item
Number SPEC
|
Description
|
Unit
Price
|
Total
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-11-
SPECIAL
INSTRUCTIONS TO SUPPLIER
This
Purchase Order is submitted as a part of a certain Supply Agreement
(the "Agreement") between and Supplier. The
Purchase Order is an offer by Buyer to purchase Products from
Supplier in accordance with and subject to the terms herein and the
Agreement. All of the terms and conditions of the Agreement shall
control in the event of any conflict between the terms of this
Purchase Order and the Agreement. Undefined terms shall have the
meaning ascribed to them in the Agreement. In fulfilling the
Purchase Order, Supplier is bound by the term s, conditions and
restrictions in the Agreement which shall also apply to any
replacement Products provided hereunder. Finally, any disputes
between the Parties over the terms of this Purchase Order will be
settled in accordance with the resolution process set forth in the
Agreement.
Buyer:
Date:
-12-
