These Terms of Service (“Terms”) are entered into by and between True Terpenes, Inc. (“True Terpenes”) and you (“Client”) (each, a “Party,” and collectively, the “Parties”) and constitute a binding contract between the Parties. These Terms govern, and are incorporated by reference into, the Parties’ Manufacturing and Supply Agreement (“Supply Agreement”). True Terpenes may, in its sole discretion, update and modify these Terms upon written notice to you. Your continued use of True Terpenes’s services and/or your continued purchase of any True Terpenes Goods after the date upon which you have been notified of a change to these Terms constitutes your: (i) acceptance of the updated Terms; and (ii) and confirmation that you have read, understand and agree to be bound by them. Unless otherwise provided herein, all capitalized terms in these Terms shall have the meaning given to them in the Supply Agreement.
- True Terpenes warrants to Client that for a period of three (3) months from the date of shipment of the Goods ("Warranty Period"), such Goods will materially conform to the specifications set forth in Exhibit A and will be free from material defects in material and workmanship (“Limited Product Warranty”). This Limited Product Warranty covers Nonconforming Goods and Goods otherwise materially defective in material or workmanship (“Defective Goods”), but it does not cover any Goods damaged due to:
- Transportation, storage, improper use, improper handling, unlawful use, unintended use, failure to follow the product instructions or to perform any preventative maintenance, modifications, combination or use with any products, materials, processes, hardware, products, systems, or other matter not expressly and unequivocally provided or authorized in writing by True Terpenes; unauthorized repair; normal wear and tear;’ or external causes such as accidents, abuse, or other actions or events beyond True Terpenes’ reasonable control; or
- Reconstructions, repairs or alterations performed by persons other than True Terpenes or its authorized representatives.
- Client's Exclusive Remedy. Subject to Section 5 of the Supply Agreement, and notwithstanding any other provision herein or in the Supply Agreement, this Section 6(b) contains Client's exclusive remedy for Defective Goods. Client's remedy herein is conditioned upon Client's compliance with its obligations under this Section 6. During the Warranty Period, with respect to any allegedly Defective Goods:
- Client shall notify True Terpenes, in writing, of any alleged claim or defect within 14 Business Days from the date Client discovers, or upon reasonable inspection should have discovered, such alleged claim or defect (but in any event before the expiration of the applicable Warranty Period);
- Client shall ship, at its expense and risk of loss, such allegedly Defective Goods to a location specified by True for inspection and testing by True Terpenes;
- if True Terpenes’ inspection and testing reveals, to True Terpenes’ reasonable satisfaction, that such Goods are Defective and any such defect has not been caused or contributed to by any of the factors described under Section 6(a) above, True Terpenes shall, in its sole discretion and at its expense, repair or replace such Defective Goods; and
- True Terpenes shall ship to Client, at True Terpenes’ expense, the repaired or replaced Goods to a location designated by Client.
Client has no right to return for repair, replacement, credit or refund any Good except as set forth in this Section 6 and Section 5 of the Supply Agreement. In no event shall Client reconstruct, repair, alter or replace any Good, in whole or in part, either itself or by or through any third party. THIS SECTION SETS FORTH CLIENT'S SOLE AND EXCLUSIVE REMEDIES AND TRUE TERPENES’ ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED PRODUCT WARRANTY SET FORTH IN THIS SECTION 6.
- Applicability of Warranty. This Limited Product Warranty extends only to the original purchaser of the Goods. It does not extend to any subsequent or other owner or transferee of the Goods or any transferee or other beneficiary of the warranty service.