Terms and Conditions
Greenlight Cultivator Club Membership Application Terms and Conditions
This Greenlight Cultivator Club Membership Application together with the below Terms and Conditions Of Sale herein (collectively, the “Agreement”) is made by and between Customer and Greenlight and is effective, if approved by Greenlight, as of the date signed by the Customer.
Greenlight shall be deemed to approve this Agreement upon Greenlight either
(i) providing written notice to Customer indicating Greenlight’s approval, or
(ii) initiating performance of Customer’s initial purchase order for the purchase of products offered for sale by Greenlight (“Products”).
In this Agreement,
(i) “Customer” means the person or entity identified as the Customer in this Agreement, and
(ii) “Greenlight” means Greenlight Distribution. Customer acknowledges that a completed Greenlight Cultivator Club Membership Application does not guarantee the extension of credit or obligate Greenlight to supply any Products to Customer. Customer represents to Greenlight that all information provided in the Agreement is true and accurate and that Customer has been open for business for at least the thirty (30) day period immediately preceding the date of this Agreement. Open for business means maintaining a business location acceptable to Greenlight that remains open during hours, possessing a commercial cultivation license, possessing a valid business license and having a valid resale certificate required by law. Customer agrees to provide prompt written notice to Greenlight of any material change to the information provided in this Agreement. In accordance with applicable law, this Agreement constitutes Customer’s written instruction that a consumer reporting agency (or where Customer is not a natural person any other information bureau of any kind) may furnish one or more consumer reports (or where Customer is not a natural person any other reports) to Greenlight from time to time upon Greenlight’s request, which Greenlight may use to evaluate the extension of credit, investigate any information related to this Agreement or the purchase of the Products, and/or any other lawful purpose.
Termination
Either party may terminate this Agreement
(i) at any time and for any reason upon thirty (30) days’ written notice to the other party, or
(ii) upon written notice in the event the other party fails to cure a breach of this Agreement after ten (10) days’ written notice from the non-breaching party describing the breach (or immediately if such breach is not capable of being cured by the breaching party), each subject to, for the avoidance of doubt, the survival of all applicable rights, claims, and obligations.
TERMS AND CONDITIONS OF SALE
Agreement – These Terms and Conditions of Sale (these “Terms”) shall exclusively govern the sale, purchase, and receipt of all Products sold or provided by Greenlight Distribution and all its current and future subsidiaries (“Greenlight”) to a buyer or recipient of such Products (“Customer”). “Products” include all goods and/or services offered for sale, sold, and/or provided by Greenlight, including, without limitation, goods manufactured by or for Greenlight under a brand owned or licensed to Greenlight (“Signature Line Products”), goods manufactured by a third party and offered for sale in one or more territories exclusively through Greenlight (“Exclusive Products”), and goods manufactured by a third party and offered for sale through Greenlight on a non-exclusive basis (“Non-Exclusive Products”), and any ancillary personal services, technical services or advice provided by Greenlight, with or without compensation, in connection with any goods offered for sale by Greenlight (“Product Services”).
These Terms shall become binding as the sole and exclusive agreement by and between Customer and Greenlight upon:
(i) Greenlight’s approval of a Customer Agreement (which incorporate these Terms by reference) signed by Customer,
(ii) Customer’s issuance of a request or order for Products to Greenlight,
(iii) the delivery of the Products to Customer, or (iv) Customer’s payment to Greenlight in satisfaction of any invoice issued by Greenlight. These Terms supersede and replace any other prior agreement and terms or conditions stipulated or referred by Customer in any document and are the sole terms and conditions regarding the purchase and sale of Products between Customer and Greenlight.
No other agreements regarding the sale, purchase, or receipt of Products between Customer and Greenlight exist absent an amendment to these Terms that
(i) expressly and specifically references these Terms and
(ii) is signed by an authorized representative of Greenlight. Any terms and conditions included in Customer’s communications, forms, purchase orders, or other documents shall not amend, supplement, or in any way modify or be considered an exception to these Terms even if Greenlight fails to object to such terms and conditions which are hereby expressly rejected by Greenlight. Trade custom, trade usage and past performance are superseded by these terms and conditions and shall not be used to interpret these terms and conditions.
Notwithstanding the foregoing, any additional terms and conditions included this Agreement signed by Customer shall be in addition to and unaffected by these Terms. Trade programs, policies, and end-user product warranties shall not be deemed an agreement between the parties absent an amendment to these Terms that
(i) expressly and specifically references these Terms and Conditions.
(ii) is signed by an authorized representative of Greenlight, and shall apply according to the provisions thereof; provided, that, in the event of any conflict in such provisions and these Terms, these Terms shall prevail to the extent necessary to resolve such conflict.
Greenlight may amend or supplement these Terms at any time and from time to time upon Notice to Customer. “Notice” includes, without limitation, email notification to any Customer email address provided to Greenlight by Customer, written notice by mail to any Customer address provided to Greenlight by Customer, posting to any Greenlight website (without the requirement of individualized notice), inclusion of a URL on Greenlight’s invoice or sales confirmation, or other notification issued by Greenlight. The effective date of such amendment or supplement shall be the date indicated in the revision of these Terms, which shall not be earlier than the date of the Notice and shall only apply to the sale, purchase, and receipt of Products after such effective date. No oral or written arrangement, promise, or statement made by any personnel of Greenlight shall be binding on Greenlight.
No Obligation to Supply – Greenlight may refuse any order at any time for any or no reason without liability to Customer. Customer acknowledges that Greenlight is not obligated to sell to or supply Customer absent, subject to these Terms, a confirmed purchase order.
Non-Exclusivity – Nothing herein is intended nor shall be construed as creating any exclusive arrangement with Customer. Greenlight is not restricted from selling the Products to others in any way.
Product Offering – Greenlight reserves the right to change, modify, improve, add, or discontinue Products at any time with or without notice.
Pricing – Products are sold at, and Customer shall pay then-current prices in effect at the time the Products are shipped, which may be different than current catalog pricing. Customer should review the sales order acknowledgment for then-current pricing. Prices, discounts, and terms of sale are subject to change without notice.
Taxes – The prices of the Products exclude all taxes, costs, fees, levies, or other amounts imposed by any third party and shall be the responsibility of the Customer.
Purchase Orders; Special Order Items – Purchase orders are non-cancellable by Customer once accepted by Greenlight, which occurs when Greenlight either
(i) confirms acceptance of such purchase order in writing, or
(ii) initiates performance of such purchase order.
If Greenlight agrees to cancel a purchase order after Greenlight initiates performance of such purchase order, Greenlight may condition cancellation upon the payment of a restocking fee, which Customer shall pay to Greenlight upon demand. Purchase orders for special order items are non-cancellable by Customer without exception. Special order items are considered to be Products which are available through Greenlight but are not held in-stock in the Greenlight distribution center that services Customers. Customer is responsible for purchasing 100% of the quantity of special order items ordered from Greenlight on a take or pay basis. Customer acknowledges that special items are not held in-stock and the inbound lead times for such Products are subject to the manufacturer’s lead times and are out of Greenlight’s control. Special order items may require, at the sole discretion of Greenlight, payment in advance up to 100% of the purchase price, which is non-refundable.
Information Accuracy – Greenlight has exercised care in providing proper information in connection with its Products, i.e., catalog information, but accuracy is not guaranteed. Customer is responsible for verifying all information in connection with the purchase of the Products, including that the description of the Product is accurate, prior to submitting a purchase order to Greenlight and upon receiving the sales order acknowledgment or other confirmation provided by Greenlight. Greenlight may correct typographical, incomplete, or clerical errors and/or omissions for purposes of fulfilling Customer’s order, but does so without liability to Customer.
Industry Exclusive Logo – Product information may include an industry exclusive logo indicating that the Exclusive Product, the brand of the Exclusive Product or the distribution rights to the Exclusive Product are exclusively held by Greenlight. Customer acknowledges that similar products that are competitive to the Exclusive Products may exist under other brand names.
Lead Times and Unavailability – All orders are subject to Greenlight’s standard lead times. The requested delivery period will be observed as possible and subject to availability and Customer acknowledges that such periods are estimates only. Greenlight may make partial shipments and invoice Customer for such shipments which shall be paid by Customer as indicated on Greenlight’s invoice.
Sale and Use Restrictions – Customer must be in compliance with all applicable laws, rules and regulations, and possess and maintain in good standing all required licenses that authorize such cannabis operation to grow, harvest, process, dry, trim, cure, store, and/or package cannabis (“Commercial Producer”), Cooperative or group buying with persons or businesses that are not under common ownership is strictly prohibited. Customer may not sell or provide Products sold or provided by Greenlight to any party Customer knows or reasonably should know intends to further distribute or resell the Products. Customer will obey all applicable laws regarding the Products.
Use of Greenlight’s Intellectual Property and Information – Customer may not use Greenlight’s name, Product names, Product images, Product descriptions, Greenlight’s trademarks, or other content provided by Greenlight without Greenlight’s express written consent. Use in all forms, including print, TV, radio, and digital must be pre-approved by Greenlight in writing. Any approval provided by Greenlight is
(i) revocable at any time by Greenlight, and
(ii) shall be valid for the period of time indicated in Greenlight’s written approval, but in no event shall such use exceed one (1) year from the date of approval. As between Greenlight and Customer, all right, title, and interest in all intellectual property rights contained in or arising from the Products, Greenlight’s name, Product names, Product images, Product descriptions, Greenlight’s trademarks, or other content provide by Greenlight belongs solely to Greenlight or its licensor and Customer obtains no ownership or license of such rights.
Confidentiality – All non-public documents, communications, pricing, trade programs, and other information relevant to Greenlight’s supply of the Products are confidential information of Greenlight. Customer shall have the obligations with respect to such confidential information as provided in the Customer Agreement, or if such Customer Agreement does not contain any applicable obligations restricting use and disclosure of Greenlight’s confidential information, Customer hereby agrees not to disclose such confidential information to any party unless compelled by law or authority of a competent court.
Recalls and Product Notices; Restricted Products – Customer shall cooperate with Greenlight or any third party manufacturer in connection with any product notices, recalls, or other action deemed necessary by Greenlight, any third party manufacturer, or governmental authority, including, without limitation, disseminating information and bulletins regarding product issues, collecting and remitting products or information subject to such action, or other action reasonably requested of Customer. Customer shall not ship, offer, or sell any Product where such shipment, offer, or sale is prohibited by law or restricted by Greenlight or any third party manufacturer.
Product Handling – Customer shall not adulterate, repackage, dilute, tamper, or otherwise alter any Product, Product packaging, or other characteristic of the Products and shall observe all SDS, regulations, safe handling, shipping, installation, environmental operating conditions, and storage instructions provided by Greenlight or otherwise applicable to the Products.
Disclaimer – AS BETWEEN GREENLIGHT AND CUSTOMER AND NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, GREENLIGHT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND TO CUSTOMER WITH RESPECT TO THE PRODUCTS OR TO THE QUALITY, SUITABILITY, OR ADEQUACY OF THE PRODUCTS FOR ANY PURPOSE OR USE, AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCTS TO THE EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CUSTOMER ACKNOWLEDGES THAT GREENLIGHT IS NOT THE MANUFACTURER OF THE PRODUCTS, AND THEREFORE HAS NO LIABILITY WITH RESPECT THERETO, INCLUDING ANY WARRANTY CLAIMS. GREENLIGHT IS MERELY A RESELLER OF THE PRODUCTS. THE PRODUCTS HAVE NOT BEEN INSPECTED BY GREENLIGHT. YOU WAIVE ALL CLAIMS RELATED TO THE PRODUCTS, AS TO GREENLIGHT.
Product Services – If Product Services are offered or given to Customer, such assistance or advice is given only as an accommodation to Customer. Greenlight shall not be liable for the content of such assistance or advice or Customer’s use of such services nor shall any statement made by any of Greenlight’s representatives in connection with the Products or Services constitute a representation or warranty, express or implied, of any kind. Customer is responsible for determining its own needs for the operation of its business and the suitability of any Products. Quotes or designs provided by Greenlight as part of Product Services are as-is, where-is, without any warranty of any kind and Customer acknowledges that such assistance, advice, or information may be incomplete and not guaranteed to be accurate.
Limitation of Liability – GREENLIGHT SHALL NOT BE LIABLE TO CUSTOMER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUE, DIMINUTION IN VALUE, RECALL OR REWORK, ARISING FROM OR RELATING TO THESE TERMS, INCLUDING NON-PERFORMANCE, OR THE PRODUCTS, EVEN IF GREENLIGHT HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. GREENLIGHT’S TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES NOT OTHERWISE EXCLUDED IN THE PRECEDING SENTENCE AND ARISING FROM OR RELATING TO THESE TERMS, INCLUDING NON-PERFORMANCE, THE PRODUCTS, OR THE MANUFACTURER, SALE, DELIVERY, RESALE, USE OR HANDLING OF ANY PRODUCTS, WHETHER BASED IN CONTRACT, TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY, OR OTHER THEORY OF LAW, SHALL NOT EXCEED THE LESSER OF (I) THE AMOUNT PAID BY CUSTOMER TO GREENLIGHT FOR THE PRODUCTS GIVING RISE TO THE CLAIM, OR (II) THE AGGREGATE AMOUNT PAID BY CUSTOMER TO GREENLIGHT FOR ALL PRODUCTS DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM.
Force Majeure – Greenlight shall not be liable to Customer for the non-performance of any obligation arising from any pandemic, government shutdown, act of God, flood, fire, explosion, breakdown of plant, earthquake, strike, lockout, labor dispute, casualty or accident, or war, revolution, civil commotion, acts of public enemies, blockage or embargo, or any injunction, law, order, proclamation, regulation, ordinance, demand or requirement of any government or of any subdivision, authority or representative or any such government, inability to procure or use materials, labor, equipment, transportation, or energy sufficient to meet manufacturing needs without the necessity of allocation, or any other cause whatsoever, whether similar or dissimilar to those above enumerated, beyond the reasonable control of Greenlight or its suppliers.
DELIVERY TERMS
Delivery Terms – Risk of loss shall transfer from Greenlight to Customer at the time the Products are tendered at the place of delivery identified in the sales confirmation provided by Greenlight, or if none, the purchase order submitted by Customer. Title shall transfer from manufacturer to Customer at the same point as the transfer of risk of loss. Greenlight does not take title to the Products.
Standard Freight Program – Unless an order is eligible for Greenlight’s prepaid freight program, freight will be charged and payable by Customer on all orders. Freight charges will be prepaid by Greenlight and added to Customer’s invoice. Orders will generally be shipped from Greenlight’s distribution center that is closest to the Customer’s ship to location. Exceptions may apply as determined by Greenlight.
Pre-Paid Freight Program – Freight is prepaid by Greenlight on orders equal to or greater than $4,500 and shipped to a destination within the continental United States of America. Certain bulky and heavy products will be excluded from Greenlight’s prepaid freight program.
Additional Freight Charges – Greenlight may charge fees, as determined by Greenlight, which will be payable by Customer for:
(i) additional freight/fees on specific Products (i.e., growing media);
(ii) $15.00 hazardous material charges for the shipment of hazardous materials as identified by the Safety Data Sheet DOT section (i.e., hydrogen peroxide); and
(iii) fuel surcharges. The foregoing charges may be invoiced by Greenlight before or after delivery of the Products, including by separate invoice. Customer shall pay all such invoices upon demand or as indicated on Greenlight’s invoice.
Miscellaneous Shipping Fees – Any fees assessed by parcel or LTL carriers such as residential delivery, limited access, lift gate, signature required, redelivery, inside delivery, etc., will be the responsibility of Customer.
Freight Damage and Shortages – At the time of delivery, Customer is responsible for identifying any damage to the Products or shortages and noting such damage or shortage on the delivery receipt. In the event time does not permit Customer to inspect the shipment at the time of delivery, Customer must note on the delivery receipt “subject to inspection and count” or “STIC” before signing for the order. If the delivery receipt is signed as complete / undamaged and at a later point damage or shortages are found, Customer shall bear all risk and cost of damage or shortage. Claims for damage or shortages must be reported to Greenlight within one (1) business day. Claims reported after one (1) business day shall be deemed waived by Customer. Customer shall contact Greenlight at Phone Number (800) 710-3324.
Customs – If applicable and approved by Greenlight, for international shipments, Customer is responsible for all customs clearance, including, without limitation, securing a freight forwarder/customs broker, product classification, taxes, duties, and required export/import documents.
FINANCIAL TERMS
Acceptable Forms of Payment – Customers located in the United States and may pay in the form of a company check, personal check, credit card (Visa, Master Card, and American Express), ACH, or wire transfer. Customers located outside the United States and Canada must pay via wire transfer. For all checks, the name of the Customer must be preprinted on the check. No temporary checks will be accepted. All credit cards will be charged prior to order shipment. A completed credit card authorization form must be on file in order to use a credit card. For customers
All credit card payments are subjected to a 3.5% Convenience Fee.
If paying by credit card, the “Ship to Address” must match the “Bill to Address” with the exception of drop shipments. Electronic checks are made by providing a routing number, account number, and check number.
Greenlight does not accept payment in the form of cash, money orders, traveler’s checks, cashier’s checks, or temporary checks.
Change of Payment Method; Rejected Payments – A $40.00 service fee will be assessed for any rejection or return for non-sufficient funds to be drawn by ACH or checks. In the event of any form of payment being declined, Greenlight may charge another form of payment listed on the Customer’s account or used by Customer in connection with any prior payment.
Further Assurances – If Greenlight believes Customer will not fulfill its obligations under any purchase order or these Terms, Greenlight may suspend performance until Customer provides Greenlight with adequate assurances or additional security of performance acceptable to Greenlight.
Security Interest – Products delivered by Greenlight but not paid in full remain the collateral of Greenlight until full payment has been received from Customer. Customer grants Greenlight a security interest in such Products and consents to Greenlight causing the filing of financing statements and notifications to other creditors in connection with perfecting such security interest under applicable law. Greenlight reserves the right to remove or repossess Products from Customer’s locations if Customer fails to remit timely payment to Greenlight. This security interest is assignable by Greenlight to its financier, without Customer’s consent.
WARRANTY TERMS
Manufacturer Product Warranty – Greenlight is not the manufacturer of the Products, so no warranty is made or provided. However, Greenlight shall pass through to Customer all product warranties, if any, for the Exclusive Products and Non-Exclusive Products provided by the third party manufacturer that are capable of transfer and which Greenlight has the right to make a claim (each a “Manufacturer Product Warranty”); provided, however, Greenlight is not responsible for any such Manufacturer Product Warranty, costs of shipping or return, any service or remedies under such Manufacturer Product Warranty, if any, or any warranty claim not honored by the third party manufacturer. Customer is advised to consult the manufacturer’s literature or packaging for specific information and coverage of any Manufacturer Product Warranty, which will vary by product type, and is the sole and exclusive remedy of Customer with respect to defective Exclusive Products and Non-Exclusive Products. Exclusive Products and Non-Exclusive Products that are defective and not covered by a Manufacturer Product Warranty are not returnable to Greenlight for credit or refund. If Greenlight elects to do so, Customer’s warranty claim under any Manufacturer Product Warranty may be satisfied by Greenlight on the third party manufacturer’s behalf by the repair or replacement of the warranted Product or issuance of a non-refundable credit memo to be applied to any current or future invoices due and owing to Greenlight; provided, that, upon Greenlight’s request and as a condition of such remedy, Customer shall obtain and assign, in a form acceptable to Greenlight, all rights to such warranty claim to Greenlight. If the third party manufacturer ceases operations, the Manufacturer Product Warranty shall be null and void. If for any reason Greenlight discontinues distribution of an Exclusive Product or Non-Exclusive Product, all warranty claims under the applicable Manufacturer Product Warranty shall be tendered by Customer directly to the third-party manufacturer.
Greenlight Product Warranty – See Manufacturer Product Warranty terms above.
Return of Warranted Products – Only with Greenlight’s written approval, may Customer return Products. Customer is advised that Manufacturer Product Warranties and Greenlight Product Warranties do not cover Products damaged by accident, abuse, misuse, modification, negligence, alteration or misapplication. Products damaged as a result of the foregoing or not purchased from Greenlight may not be returned to Greenlight for any reason. Prior to returning Products under a warranty claim, Customer shall
(i) verify the Products are still within the applicable warranty period,
(ii) test the Products to confirm the defect is covered by the applicable warranty,
(iii) document the described defect, and
(iv) obtain a confirmation listing the defective Product to be returned. If Greenlight determines a Product is not covered by an applicable Manufacturer Product Warranty or Greenlight Product Warranty, Greenlight shall inform Customer. Products not covered by an applicable Manufacturer Product Warranty or Greenlight Product Warranty shall be destroyed or returned to Customer at Customer’s election and expense, which Customer shall pay to Greenlight upon demand.
Return Policy – Subject first to Greenlight’s prior written approval, Greenlight will only accept the return of a Product that is
(i) in new, unused, and resalable condition,
(ii) in original packaging (free of writing or marking),
(iii) the current model of such Product and less than three months old,
(iv) currently stocked and offered for sale by Greenlight, and
(v) listed on an authorization issued by Greenlight for such Product that is included with the return shipment as a packing slip.
Products discontinued or closed out are not eligible for return. Customer must use over wrap boxes for shipping Products to Greenlight and must prepay the freight at Customer’s expense. If Products are received by Greenlight in a condition other than what is described above, without an RMA Authorization, or the Products are damaged in shipment, Greenlight shall not be obligated to provide Customer with any credit and the Product will be returned or destroyed at Customer’s expense which shall be invoiced and paid by Customer upon Greenlight’s demand. Greenlight will provide Customer a credit for the Products received by Greenlight in compliance with the above equal to the net price paid for such Products by Customer, less a 20% restocking fee, which shall be applied to Customer’s account. Unless otherwise agreed by Greenlight, the credit shall be non-refundable and applied to future purchases or amounts due on Customer’s account.
Return Merchandise Authorization – Customer must obtain prior written authorization from Greenlight before returning any Products. Customer is responsible for using appropriate packaging material in order to ship the Product safely back to Greenlight. Customer shall not ship any broken glass or Products in a similar hazardous condition. Any Product damaged in return transit to Greenlight will be the responsibility of Customer and not accepted by Greenlight for return even if confirmation has previously been issued.
MISCELLANEOUS TERMS
Governing Jurisdiction – The “Governing Jurisdiction” shall be: the State of Colorado. The parties agree that the laws prevailing in the Governing Jurisdiction, except for any conflict of laws provisions that would result in the application of the laws of another jurisdiction, shall be used for the interpretation of a party’s rights and obligations and the resolution of any issues, claims, disputes, or actions between Customer and Greenlight. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the purchase or sale of Products. Any action between the parties shall be brought and maintained exclusively in any competent court sitting in Denver, Colorado, and the parties hereby submit to the jurisdiction of such court for such purpose.
Compliance with Laws – Customer shall comply with all federal, provincial, state, and local laws and regulations applicable to its operation and the resale and/or use of the Products, including, without limitation, maintaining all licenses and permits in good standing with the relevant governmental authority.
Severability – In the event any provision herein is adjudged to be unenforceable, the offending provision shall be severed or construed by the court to effectuate the parties’ intent. The remaining provisions herein shall remain in full force and effect.
Assignment – Greenlight may assign any right and delegate any obligation related to these Terms with or without notice or consent of Customer, including any purchase order accepted by Greenlight. Customer may not assign any right or delegate any obligation related to these Terms without the written consent of Greenlight.