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last updated
Aug 7, 2023

Terms and Conditions of Sale

These Terms and Conditions of Sale (“Terms and Conditions”) govern the sale of Products (“Product” or “Products”) and provisions of Services (“Services”) by Growscience LLC (“Growscience”) as well as by third party vendors and/or service providers of Growscience. 

  1. Application:
    1. Unless otherwise agreed by an end user or non-appointed distributor and Growscience in writing, these Terms and Conditions shall apply to all sales and deliveries to end users and non-appointed distributors who have not signed an individual purchase agreement or authorized distributor agreement with Growscience (the end user or non-appointed distributor with whom Growscience is contracting is hereinafter referred to as the “Customer”). 
    2. These Terms and Conditions shall apply to all business transactions between Growscience and the Customer regardless of whether they are referenced in future contracts. Contrary, additional or differing terms and conditions of the Customer shall not apply unless expressly agreed to in writing by Growscience. These Terms and Conditions apply even in the event that Growscience makes a delivery to the Customer without reservations while being aware of the Customer’s conflicting or deviating terms and conditions. 
    3. Amendments and additions to these Terms and Conditions, including to this provision, shall be made in writing. 
    4. Rights accorded to Growscience according to statutory provisions beyond the scope of these Terms and Conditions shall remain unaffected. 
    5. Growscience is contracting on the basis that the Products are supplied for use in the course of business and not for private use or consumption in any manner.
  2. Product Offering and Modification: 

Growscience has the right, from time to time, to add, modify or discontinue any product offering. 

  1. Contractual Relationship:

The Customer shall purchase Products from Growscience in its own name and for its own account. If the Customer resells the Products, the Customer shall sell the Products in its own name and for its own account. 

  1. Customer Responsibilities:

The Customer agrees to: 

  1. Provide correct information on all purchase orders of Products, including complete product numbers, options, quantities and any special instructions. The Customer assumes sole and absolute liability for any failure, by the Customer, to provide complete and accurate information when ordering Products; 
  2. Indemnify and hold harmless Growscience and its legal successors and assigns from and against all suits, losses, claims, liabilities, costs and expenses (including attorney fees) that Growscience may sustain or incur as a direct result of any claim against Growscience based upon breach of contract, breach of warranty, strict liability in tort or any other theory of law brought by the Customer’s officers, agents, employees, legal successors and assigns, by the Customer’s customers, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, if and to the extent directly arising out of the Customer’s breach of its obligations under these Terms and Conditions; 
  3. Pay any and all taxes, duties, imposts, excises, fees, charges, costs and expenses of any type or character whatsoever, accruing, incurred, imposed or assessed in connection with or relating, in any manner whatsoever, to the Customer’s purchase, importation, transportation, storage, use, distribution or resale, of Growscience Products. 
  1. Orders and Acceptance:
    1. Orders: All orders placed  by Customer are subject to acceptance by Growscience. No contract is created unless and until acknowledged by Growscience, either by written acknowledgment or by dispatch of the Products and any provision otherwise, whether contained in any written communication by the Customer or otherwise, is expressly excluded. Orders may not be canceled or rescheduled without Growscience’s written consent. All orders must identify the Products and/or services, unit quantities, part numbers, applicable prices and requested delivery dates of the Products/Services being purchased.
    2. Prices: The prices of the Products/Services are those prices specified on the quotation or order confirmation, whichever is the most recent. Pricing may be increased in the event of an increase in Growscience’s cost, change in market conditions or any other causes beyond Growscience's reasonable control. Price quotations shall automatically expire in thirty (30) days from the date issued, or as otherwise stated in the quotation. 
    3. Reports: Analytical reports and other descriptions of Products in certificates of analysis, catalogs, technical data sheets or other provided Product documentation are only approximate unless explicitly referred to as binding. They shall not constitute any agreement or warranty of any characteristics of the Products unless a director of Growscience has expressly qualified a description of a Product as warranty of agreement of certain characteristics and so notified the Customer in writing. 
    4. Taxes: Unless otherwise agreed to in writing by Growscience, all prices quoted are exclusive of transportation and insurance costs, duties, and all taxes including federal, state, and local sales, excise and value added, goods and services taxes, and any other taxes. Customer agrees to indemnify and hold Growscience harmless for any liability for tax in connection with the sale, as well as the collection or withholding thereof, including penalties and interest thereon. When applicable, transportation and taxes shall appear as separate items on Growscience’s invoice. 
    5. Payment/Credit Terms: Payment may be made by cash, check, credit card, ACH, or wire transfer (all fees are borne by the Customer). A surcharge of 3% for credit card sales will be assessed. Where Growscience has extended credit to Customer, terms of payment shall be net thirty (30) days from date of invoice, without offset or deduction unless otherwise noted. On any past due invoice, Growscience may impose interest at the rate of one and a half percent [1.5%] per month. If Customer fails to make each payment when it is due, Growscience reserves the right to change or withdraw credit and thereby suspend or cancel performance under any or all purchase orders or agreements in which Growscience has extended credit to Customer. In the event of default by Customer, Growscience shall be entitled to costs, fees, and expenses, including but not limited to recovery of attorney fees, court costs and fees, and collections costs.
  2. Scope of Delivery / Terms of Delivery:
    1. Delivery and Title: All deliveries will be made “EXWORKS” place of shipment unless specified otherwise. Title and risk of loss pass to the Customer upon delivery of the Product to the carrier. Growscience’s delivery dates are estimates only and Growscience is not liable for delays in delivery or for failure to perform due to causes beyond reasonable control of Growscience, nor shall the carrier be deemed an agent of Growscience. A delayed delivery of any part of an Order does not entitle the Customer to cancel other deliveries. 
    2. Acceptance of Products, Delivery and Transportation: Upon the Customer’s receipt of shipment, Customer shall immediately inspect the Product(s). Unless the Customer provides Growscience with written notice of any claim of shortages or defects in the Products forty-eight (48) hours after receipt of shipment, such Products shall be deemed finally inspected, checked, and accepted by Customer. In the absence of shipping and packing instructions, Growscience shall use its own discretion in choice of carrier and method of packing. Growscience shall not be responsible for insuring shipments unless specifically requested by Customer and any insurance so requested shall be at Customer’s expense and valuation.
    3. Termination, Cancellation and Changes: Orders cannot be terminated, canceled, or modified after acceptance of Customer’s order by Growscience, except with Growscience’s written consent and subject to reasonable charge for expenses incurred and work executed by Growscience or its suppliers. The Customer shall be obligated to accept any portion of the Products shipped or delivered by Growscience pending Growscience’s written approval of cancellation. Orders for custom-made material may not be canceled after Growscience has been in production unless Growscience agrees in writing. 
    4. Acceptance/ Returns: Customer shall perform all inspections and tests Customer deems necessary as promptly as possible but in no event later than 30 days after delivery of Product, at which time Customer will be deemed to have irrevocably accepted the Products. Any discrepancy in shipment quantity must be reported within 7 days after delivery. All sales of Product under these Terms and Conditions are final. Customer shall not have the right to return any Product to Growscience, except in the case of a defect/ quality discrepancy notified by Customer in accordance with Section 7.
  3. Limitation of Liabilities:
    1. CUSTOMER SHALL NOT BE ENTITLED TO, AND GROWSCIENCE SHALL NOT BE LIABLE FOR, LOSS OF PROFITS OR REVENUE, PROMOTIONAL OR MANUFACTURING EXPENSES, OVERHEADS, BUSINESS INTERRUPTION COST, LOSS OF DATA, REMOVAL OR REINSTALLATION COSTS, INJURY TO REPUTATION OR LOSS OF CUSTOMERS, PUNITIVE DAMAGES, INTELLECTUAL PROPERTY INFRINGEMENT, LOSS OF CONTRACTS OR ORDERS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE. CUSTOMER’S RECOVERY FROM GROWSCIENCE FOR ANY CLAIM SHALL NOT EXCEED THE PURCHASE PRICE PAID FOR THE AFFECTED PRODUCTS IRRESPECTIVE OF THE NATURE OF THE CLAIM WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD GROWSCIENCE HARMLESS FROM ANY CLAIMS BASED ON (a) GROWSCIENCE’S COMPLIANCE WITH CUSTOMER’S DESIGNS, SPECIFICATIONS, OR INSTRUCTIONS, (b) MODIFICATION OF ANY PRODUCTS BY ANYONE OTHER THAN GROWSCIENCE, (c) USE IN COMBINATION WITH OTHER PRODUCTS, OR (d) GROWSCIENCE’S COMPLIANCE WITH APPLICABLE REGULATIONS INCLUDING BUT NOT LIMITED TO PRODUCT USAGE AND CLAIMS.
    2. Save as expressly provided in these Terms and Conditions, Growscience makes no warranties or representations express or implied, whether by statute or otherwise including any warranties of merchantability satisfactory quality or fitness for a particular purpose with respect to any Product. All such warranties are expressly disclaimed and excluded to the maximum extent permitted by applicable law. In the event of any resale by Customer, the liability of Growscience shall not be expanded, modified or otherwise altered by any warranty offered by the Customer for the Products. 
  4. Compliance with Laws:
    1. The Customer shall conduct its operations in compliance with all applicable laws and regulations of all jurisdictions having contact with the transactions contemplated by these Terms and Conditions, including without limitation in relation to therapeutic goods, drugs, poisons, controlled substances, dangerous goods, record-keeping, document retention, trade practices and competition and consumer issues and fair trading issues in connection with the goods, their receipt, storage and their re-supply. The Customer will, without limitation, obtain and maintain, at the Customer’s expense, all licenses, permits, registrations, authorizations, certificates, consents, waivers, receipts, qualifications, clearances and approvals of any type or character whatsoever (whether public or private) as needed to authorize, without limitation: (i) the parties’ adherence to these Terms and Conditions and performance hereunder; and (ii) the Customer’s import, storage, use, distribution, marketing, transportation and sale of the Products. 
    2. You will not make statements and will not offer or promote the Products to the general public or to customers on resale except in accordance with these Terms and Conditions and applicable laws, regulations, codes and industry standards. This includes making statements about the medical appropriateness or otherwise of Growscience goods for a particular customer or for a particular purpose.
    3. You undertake, as a precondition of the supply of goods, to maintain a current wholesale license, practicing certificate or other authorizing certification required by the relevant state or federal body and to advise Growscience immediately of any changes to this status. You further indemnify Growscience with regard to any expense or liability resulting directly or indirectly from the failure to maintain a current authorizing certification to receive and supply goods in any form whatsoever.
    4. You must (and will ensure that any person to whom you sell or transfer the goods does) hold all licenses and authorisations and have established all workplace precautions and systems (including any required under dangerous goods legislation) to safely receive, store, use and supply the goods.
    5. Without limiting anything in the preceding paragraphs, the Customer agrees not to engage in any activity in violation of the provisions of the Terms and Conditions or any other applicable laws or regulations prohibiting unfair, fraudulent or corrupt business practices, including legal requirements designed to combat terrorism and terrorist activities. 
  5. Storage, Handling and Use of the Products by Customer:
    1. Customer agrees that Products provided by Growscience under these Terms and Conditions are for research use only and not to be used for any other purposes. In particular, Products of Growscience may not be used for in-vitro-diagnostics, in the areas of food production and pharmaceutical products, in medical devices or in cosmetic products, or in clinical or therapeutic use with human or veterinary subjects, or for purposes of diagnosis or treatment of a medical condition. The Customer is obliged to inform its customers, as applicable, of such limitations. 
    2. Growscience does not examine the Products for their safety and effectiveness when contained or used in food, pharmaceutical products, medical devices, or cosmetics, or for commercial or other applications, unless otherwise declared in the documents provided by Growscience. Customer acknowledges that it must, properly test, use and distribute the Products purchased from Growscience and/or any and all materials manufactured by using Products purchased from Growscience. It is the responsibility of the Customer to examine existing risks and dangers and to carry out any further research (if necessary) in order to become aware of the dangers that may arise from the use of Products purchased from Growscience. The Customer shall warn its support staff (such as transport workers) against the risks and dangers that may be related to the storage, use or handling of the Products. 
    3. The Customer is responsible for complying with all applicable regulatory provisions in connection with the storage, handling and use of Products purchased from Growscience. 
    4. The Customer shall verify the indications of content made by Growscience if the Products purchased from Growscience are to be repacked, relabeled or used as starting materials or components for other Products. 
    5. If the Customer resells the Products, it shall inform its customers about the duties and warn them against the risks and dangers set forth in Section 9, paragraphs 9.1 - 9.4 of these Terms and Conditions. The Customer shall implement adequate screening and other procedures to ensure that there is no unauthorized sale to or use by its own customers with respect to the Products purchased from Growscience. Supporting documentation requested or required by Growscience or by applicable laws or regulations, such as end-user declarations or licenses shall be maintained by the Customer and made available to Growscience upon request. The Customer shall immediately contact Growscience should it require further information concerning the safe use, storage, handling or transportation of the Products. 
    6. If the Customer elects to modify, relabel, or provide their own primary Product packaging label for the Products, the Customer will be responsible for ensuring the accuracy of the information contained on these Product labels and for the compliance of all such labels with regard to the Terms and Conditions and any applicable governmental rules and regulations. Customer acknowledges that Growscience shall not be held liable for any losses, damages, claims, actions, judgements, settlements, penalties, fines, costs, or expenses of any kind relating to, arising out of or resulting from the use of such labels on the Products. 

10. Indemnification: 

CUSTOMER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS GROWSCIENCE AND ITS MEMBERS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS AND PERMITTED ASSIGNS (COLLECTIVELY, "INDEMNIFIED PARTY") AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, DEFICIENCIES, CLAIMS, ACTIONS, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, COSTS, OR EXPENSES OF WHATEVER KIND, INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEYS' FEES, RELATING TO, ARISING OUT OF OR RESULTING FROM: THE PRODUCTS PURCHASED BY CUSTOMER FROM GROWSCIENCE AFTER DELIVERY OF THE PRODUCTS TO CUSTOMER (INCLUDING, WITHOUT LIMITATION, RECEIPT, POSSESSION, CONTROL OVER, USE, HANDLING, LABELING, STORAGE, PROCESSING, DISPOSAL, RESALE, OR TRANSPORTATION OF THE PRODUCTS); OR CUSTOMER’S NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF THESE TERMS AND CONDITIONS. CUSTOMER SHALL HAVE NO SUCH OBLIGATIONS FOR ANY CLAIMS TO THE EXTENT PROVEN TO HAVE DIRECTLY RESULTED FROM THE NEGLIGENCE OR WILFUL MISCONDUCT OF AN INDEMNIFIED PARTY.

11. No Waiver:

No delay on the part of Growscience in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Growscience of any right or remedy shall preclude such party from any further exercise of the right or remedy, or the exercise of any other right or remedy.

12. Force Majeure:

  1. If Growscience is prevented by force majeure from performing its contractual obligations, in particular from delivering the goods, Growscience will be released from its obligation to perform for the duration of the impediment and for a reasonable start-up period without being liable towards the Customer for damages. The same applies if the performance of its obligations by Growscience is unreasonably impeded or becomes temporarily impossible because of unforeseeable circumstances for which Growscience is not responsible. Such causes include, but are not limited to, acts of God, actions of the elements, including floods and other natural disasters, fires, explosions, lockouts, strikes, wars, riots, civil commotion, epidemic, embargoes, failure to obtain export licenses or import authorizations, transportation delays and acts of government, energy shortfalls, suppliers’ delivery problems or substantial interruptions of operations. Growscience shall promptly notify the Customer of such interference, including, without limitation, a detailed description thereof, the date of commencement of such interference and the estimated duration thereof. 
  2. Growscience shall be entitled to terminate the contract if such interference persists for more than ninety (90) days and Growscience has no longer an interest in performance of the contract due to such interference. After expiration of such period, at the Customer’s request, Growscience shall declare whether it intends to exercise its rescission right or deliver the Products within a reasonable period of time.
  3. In no event shall Growscience be liable to the Customer for any claims, damages, costs or expenses arising out of or related to Growscience’s inability to timely ship Products or fulfill purchase orders due to a force majeure event. 

13. Confidentiality:‍

The Customer agrees for itself and its employees, agents and representatives that the Customer shall not disclose to any third party and shall maintain as confidential any and all confidential information provided to the Customer by Growscience. Such confidential information shall include, without limitation, information concerning Growscience’s or its affiliates’ business, finances, proposed Products, product development, marketing and/or sales plans, contracts, these Terms and Conditions, business or operational know-how and any other information deemed confidential by Growscience. 

14. Governing Law:

The laws of the State of California will exclusively govern any dispute between Growscience and Customer without regard to its conflict of law provisions. All actions or proceedings arising directly or indirectly here from shall be litigated only in the courts of the State of California or United States federal courts located therein and the parties hereby consent to the jurisdiction and venue of such courts. 

15. Miscellaneous:

  1. The captions in these Terms and Conditions are for convenience only and do not affect the interpretation of these Terms and Conditions.
  2. The Customer’s obligations under Sections 10 (Indemnification), 7 (Limitations of Liabilities), 13 (Confidentiality) and 15 (Miscellaneous) of these Terms and Conditions shall survive the expiration or termination of the parties’ relationship.
  3. The Customer shall pay Growscience all damages, costs and expenses (including reasonable attorney’s fees) incurred by Growscience in obtaining injunctive or other relief for the enforcement of any provision of these Terms and Conditions.
  4. If any provision of these Terms and Conditions should be or become wholly or partially void, ineffective or unenforceable, the validity, effectiveness and enforceability of the other provisions of these Terms and Conditions shall not be affected thereby. Any such void, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and purpose of the void, ineffective or unenforceable provision.