THESE TERMS OF SALE CONTAINS VERY IMPORTANT INFORMATION REGARDING BUYER'S RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT APPLY TO BUYER. PLEASE READ IT CAREFULLY.  

BY PURCHASING ANY OF CARBON NURTURE, CORPORATION’S PRODUCTS, BUYER ACCEPTS AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS OF SALE, WHICH ARE INCORPORATED BY REFERENCE INTO ANY QUOTATION, PURCHASE ORDER, AND/OR INVOICE RELATING TO THE PURCHASE AND SALE OF ANY CARBON NURTURE CORP PRODUCTS. 

These Carbon Nurture Terms and Conditions of Sale (“Terms”) shall govern all orders for and purchases of products (“Products”) from Carbon Nurture, Corporation (“Seller”), unless Seller and buyer of Products (“Buyer”) have entered into another written agreement that expressly provides that its terms supersede and replace these Terms with respect to the Products covered by such other written agreement (see Section 12). These Terms are subject to change by Seller. The latest version of these Terms will be posted on www.carbonnurture.com (the “Site”) and Buyer should review these Terms prior to purchasing any Products. Buyer’s continued purchase of Products after a posted change in these Terms will constitute buyer's acceptance of and agreement to such changes. 

1. PRICE. The price for a Product will be the price stated on Seller’s website at the time Buyer places the order, unless Seller has agreed to a different price in a quotation (“Quotation”) or order form (“Order Form”) provided to Buyer for the Product. Quotations are valid for 30 days from the quotation date unless otherwise stated in the Quotation. Prices are exclusive of all taxes, fees, duties, levies or other governmental assessments (“Taxes”) and do not include shipping and handling charges, freight and insurance. All Taxes related to Product shall be paid by Buyer, or in lieu thereof, Buyer shall provide Seller with a valid tax exemption certificate acceptable to the relevant taxing authorities. Shipping and handling charges, freight and insurance costs will be paid directly by Buyer or added to the order and paid by Buyer. 

2. PAYMENT TERMS. If Buyer has agreed to extend credit to Buyer, then subject to Section 3, payment terms are net 30 days from date of Seller’s invoice, unless otherwise notified in writing by Seller to Buyer at or before the time of shipment. If Seller has not agreed to extend credit to Buyer, payment is due at the time of ordering. Payment for partial shipments shall be based on units of Product delivered. If payment is not received by the due date, Seller may assess and Buyer agrees to pay a late payment charge on the overdue amount at the lesser of the rate of 1.5% per month or the maximum legal rate, and reasonable legal and other costs incurred by Seller in collecting overdue amounts. Payments due to Seller shall be made without any deduction or offset of any kind. 

3. CREDIT TERMS. If Buyer is a new customer, or if Seller believes that Buyer’s performance, including payment, is not assured, Seller may at any time limit or cancel the credit of Buyer as to time and amount, suspend shipments, require alternate payment terms including payment in advance, or demand other assurances of Buyer’s performance, failing which Seller may, without prejudice to any other right or remedy Seller may have, by written notice to Buyer, treat such failure as a repudiation by Buyer of that portion of Buyer’s order not then delivered, whereupon Seller may cancel all further deliveries, and any amounts unpaid for non-cancelled Product shall immediately become payable. 

4. SPECIFICATIONS, ACCEPTANCE, DELIVERY, TITLE AND RISK OF LOSS. Seller continually changes and improves the Products, and the Products supplied to Buyer may not conform in all details with the descriptions and specifications shown on Seller’s website. Seller may accept or reject any Buyer order for Product in whole or in part. If an order is accepted, Seller will use reasonable efforts to ship Product (a) within a reasonable time after ordered, or, (b) if a shipment date is indicated in the applicable Quotation or Order Form or otherwise agreed upon in writing by an authorized representative of Seller (“Seller Rep”), on or before such date; however, shipment dates are not guaranteed. Seller may make delivery in installments, and each installment shall be deemed to be a separate sale. Seller may render a separate invoice for each installment, which invoice shall be paid without regard to prior or subsequent installments. Unless indicated otherwise in the Quotation, Order Form or invoice, delivery shall be made FOB Seller’s facility; title and risk of loss with respect to all Products shall pass from Seller to Buyer upon transfer of the Product to a third party carrier at Seller’s facility. 

5. CANCELLATION. Orders may not be cancelled or revised by Buyer without prior written consent from a Seller Rep. Upon such cancellation or revision, Buyer shall pay Seller all costs reasonably and necessarily incurred in reliance upon the initial order received by Seller. 

6. DAMAGED / DEFECTIVE PRODUCT. Any claims for missing, non-ordered or defective Product must be reported in writing by Buyer within 15 days from the date of Buyer’s receipt of the Product. For any valid claim timely made, Seller, at its option, may replace the Product or refund the price paid for the Product. In such event, Buyer shall return or destroy Product as directed by Seller. Any claims for damage to Product during shipping must be reported by Buyer directly to the shipping carrier. Seller is not responsible for damage during shipping. THESE ARE BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR DAMAGED OR MISSING PRODUCT, AND, EXCEPT FOR ANY EXPRESS WRITTEN WARRANTY RIGHTS, FOR DEFECTIVE PRODUCT. 

7. RETURN OF PRODUCT. Except for missing, non-ordered or defective Product which is timely reported to Seller pursuant to Section 6, all sales are final, and Products are not returnable. 

8. LIMITED WARRANTY. Seller warrants to Buyer that the Product will be free from defects in material and workmanship at the time of delivery to Buyer pursuant to Section 4. Such warranty extends only to Buyer, is not transferable and does not extend to the benefit of any other person or entity. Any claims for breach of warranty must be made within the time period set out in Section 6 above. Any description of Product, affirmation of fact or promise is for the sole purpose of identifying Product, and any sample provided to Buyer is for illustrative purposes only, and the foregoing are not part of any contract between Seller and Buyer and do not constitute a warranty that Product shall conform to the foregoing. In the event Seller gives technical or instructional advice with respect to the Products, such advice is given without liability on Seller’s part. Please note that unless otherwise specifically stated in the Product description, organic farmers should remove the Product from the field as they would with traditional nondegradable mulch film. THE WARRANTIES IDENTIFIED IN THE FIRST SENTENCE OF THIS SECTION 8 ARE SELLER’S SOLE AND EXCLUSIVE WARRANTIES WITH RESPECT TO PRODUCT AND ARE IN LIEU OF ALL OTHER WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, ALL OF WHICH OTHER WARRANTIES ARE EXPRESSLY DISCLAIMED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, OR RESULTS OBTAINED THROUGH USE OF ANY PRODUCT. 

9. BUYER’S REPRESENTATIONS AND INDEMNITY. 

   1. Buyer represents and warrants that all Products shall be stored, handled and used only in strict accordance with (a) applicable instructions, warnings and other information in the instructions for use provided on the Site, included with the Product or otherwise communicated by Seller, and shall not be misused in any way, and (b) applicable laws, rules and regulations.   

   2. Buyer will indemnify and hold harmless Seller, its affiliates and their respective directors, officers, employees, shareholders, agents, successors, and assigns from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorneys’ and accounting fees) that Seller may sustain or incur as a result of any act or omission of Buyer, its affiliates and their respective directors, officers, employees, contractors, agents, representatives, successors or assigns, arising, directly or indirectly, out of (a) breach of the warranty in Section 9.1, (b) invalidity of or issues related to any tax exemption certificate provided by Buyer, or (c) a failure to perform Buyer’s obligations contained herein. 

10. FORCE MAJEURE. Seller shall not be liable for any delay or failure of delivery or performance where such delay or failure arises or results from any cause beyond Seller’s reasonable control, including fire, explosion, riot, labor disputes, power loss or reduction, acts of war or terrorism, plant breakdown, equipment failure, inability or delay in obtaining materials, unusually severe weather, flood, earthquake or other act of God, or governmental regulation. In the event of any such delay or failure of performance, Seller shall have such additional time within which to perform its obligations hereunder as may be reasonably necessary under the circumstances; and Seller shall also have the right, to the extent necessary in Seller’s reasonable judgment, to apportion Product then available for delivery fairly among its various customers in such manner as Seller may consider equitable. 

11. LIMITATION OF LIABILITY.  SELLER'S LIABILITY TO BUYER, WHETHER IN CONTRACT, IN TORT, UNDER ANY WARRANTY, IN NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED IN ANY CASE THE RETURN OF THE AMOUNT OF THE PURCHASE PRICE PAID BY BUYER FOR THE RELEVANT PRODUCT. TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL SELLER BE LIABLE, UNDER ANY LEGAL THEORY OR STATUTE OR ON ANY OTHER BASIS, FOR SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, MULTIPLE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR CAUSED BY PRODUCT OR SELLER’S BREACH OF THESE TERMS OR OF ANY QUOTATION, ORDER FORM OR OTHER TERMS RELATING TO PRODUCT, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT SELLER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THE PRICE STATED FOR THE PRODUCTS IS CONSIDERATION FOR LIMITING SELLER'S LIABILITY. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THESE TERMS OR A GIVEN PRODUCT MAY BE BROUGHT BY BUYER MORE THAN ONE (1) YEAR AFTER THE DATE OF SALE. WITHOUT LIMITATION OF THE FOREGOING, IN NO EVENT WILL SELLER BE RESPONSIBLE OR LIABLE FOR (A) PENALTIES OR FINES OF ANY TYPE, OR (B) INDEMNIFICATION OF BUYER OR OTHERS FOR COSTS, DAMAGES OR EXPENSES ARISING OUT OF OR RELATED TO THE PRODUCTS.

12. SOLE TERMS; ORDER OF PRECEDENCE. These Terms, together with any Quotation or Order Form, any applicable written conditions of use, any other terms and conditions expressly agreed to in writing by a Seller Rep (collectively, “Seller’s Terms”), and only Buyer’s statement on its purchase order (if accepted by a Seller Rep) of the name or identity of the Product(s) purchased, quantity, delivery date, bill to and ship to address and, if accurate, price, constitute the complete, exclusive and entire agreement between Seller and Buyer with respect to purchases of Product, and Seller’s offer to sell Product is expressly limited to such terms. Such terms shall take precedence over and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, and any of Buyer’s additional or different terms and conditions, which are hereby rejected and shall be void. Any acceptance by Seller of any offer of Buyer is expressly conditioned on Buyer’s assent to and acceptance of Seller’s Terms to the exclusion of any terms on any purchase order or other document submitted by Buyer. Except as otherwise provided in these Terms, in the event of an inconsistency between these Terms and Seller’s Terms, Seller’s Terms shall supersede and take precedence over the inconsistent provision(s) of these Terms, and all other provisions of these Terms shall remain in full force and effect. No course of prior dealings or usage of trade shall be relevant to supplement or explain any terms or conditions recited herein. 

13. NO IMPLIED RIGHTS. Nothing in these Terms shall be deemed or construed (a) as a license or grant to Buyer of any intellectual property rights of Seller. or (b) to limit Seller’s rights to enforce its patent or other intellectual property rights. 

14. ERRORS. Seller reserves the right to correct clerical or typographical errors or omissions in pricing information, Quotations or Order Forms. 

15. GOVERNING LAW. Any contract between Seller and Buyer relating to Product, including these Terms, and any disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of Washington, U.S.A., excluding (a) choice of law provisions thereof and (b) the United Nations Convention on Contracts for the International Sale of Goods. 

16. WAIVER OF JURY TRIAL. EACH OF BUYER AND SELLER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THESE TERMS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). 

17. EXPORT CONTROLS. Buyer understands that Products may be subject to both United States and foreign laws and regulations related to export controls, import of goods, trade embargoes, economic sanctions, boycotts and payment of custom duties (collectively, the “Trade Control Laws”). In the event of a conflict between any United States and foreign Trade Control Laws, the United States Trade Control Laws shall prevail. Buyer represents and warrants (a) neither Buyer nor any of their representatives are Prohibited Persons (i) currently identified on the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, U.S. Department of the Treasury (“OFAC”) nor on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or regulation, or (ii) a person or entity with whom a citizen of the United States is prohibited to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation, or Executive Order of the President of the United States and (b) it will comply with all U.S Export Control Laws and it will not resell, transfer, re-export or transship Products in violation of U.S. Export Control Laws.  

18. INDEPENDENT CONTRACTOR.  Seller shall at all times act in its own capacity and right as an independent contractor, and nothing contained herein shall be construed to make Seller an agent, partner or affiliate of Buyer. 

19. MISCELLANEOUS. No amendment or modification of a Quotation or Order Form or these Terms shall be binding unless in writing and signed by a Seller Rep and a duly authorized representative of Buyer. Seller’s failure to exercise any rights hereunder shall not constitute or be deemed a waiver or forfeiture of such rights or any other rights hereunder. If any provision of these Terms shall be held to be invalid or unenforceable for any reason, such provisions shall, to the extent of such invalidity or enforceability, be severed. The word “including” means “including without limitation.” 

20. NOTICES.   

To Buyer: Seller may provide any notice to Buyer under these Terms by (i) posting to the Site or (ii) e-mail, facsimile transmission, overnight courier, US mail, or personal delivery. Notices provided by posting will be effective upon posting. Notices sent by e-mail will be effective when the e-mail is sent. Notices provided by facsimile transmission or overnight courier will be effective one business day after they are sent. Notices provided by U.S. mail will be effective three business days after they are sent. Notices provided by personal delivery will be effective immediately. It is Buyer’s responsibility to keep its contact information current. 

To Seller: To give Seller notice under these Terms, Buyer must contact Seller as follows: (i) by e-mail to: contact@carbonnurture.com or (ii) by personal delivery, overnight courier or registered or certified mail to: 121 Loring Ave, #920, Salem,  MA 01970. Seller may update the email address or address for notices to Seller by posting a notice on the Site. Notices provided by e-mail will be effective when the e-mail is sent. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.