STANDARD TERMS AND CONDITIONS OF SALE

By doing business with Gotham Manufacturing Corp. ("Gotham"), purchasing party ("client") agrees with the Terms and Conditions set forth herein.
The client explicitly waives its own standard terms and conditions, even if these were drawn up after these standard terms and conditions of sale. In order to be valid, any derogation must be expressly agreed to in advance in writing.
Client understands and acknowledges that prices as set forth within any Quote are based upon inventory and market conditions as of the date the Quote is issued. Final pricing is subject to change and should be confirmed prior to confirmation of purchase. In the event of a discrepancy between price in Quote and price in Invoice, the price in the Invoice governs unless Quote is dated fifteen (15) days or less from the date of the Invoice.
Our invoices are payable within 30 working days, unless another payment timeframe is indicated on either the invoice or the order. In the event of non-payment by the due date, Gotham Manufacturing Corp. ("Gotham") reserves the right to affix annual statutory interest of 9% of the sum remaining due which shall continue to accrue while the balance remains outstanding. Gotham will be authorized to suspend or delay any scheduled or pending deliveries without prior warning in the event of defaulted payment.
If a payment is still outstanding more than sixty (60) days after the due payment date, Gotham reserves the right to call on the services of a debt recovery company and/or legal counsel. Client is liable for all expenses incurred in relation to collection efforts.
The amount of the invoice due to Gotham is inclusive of all relevant taxes.
Gotham undertakes to do its best to supply compliant and conforming cannabis goods in accordance with any agreement made with the client and under the laws of the State of New York, and the rules, regulations, and guidance of the New York State Office of Cannabis Management. In the event client believes the products are not compliant or conforming, the following protocol must be followed: i) client shall give notice to Gotham via email to VM@GothamGrow.com and DJ@GothamGrow.com within five (5) business days of delivery setting forth in what way the goods are claimed non-compliant; any such claim is deemed waived thereafter; ii) Gotham shall be afforded the opportunity for inspection of the goods within three (3) business days of notice; iii) In the event the claim is substantiated, Gotham shall be afforded three (3) business days to cure any defects. iv) if Gotham is unable or fails to cure such defects, client shall be permitted to demand return of the goods. The foregoing is required before client has the right to demand the return of delivered goods. If client fails to follow the procedure above timely, any right to demand such return is waived, unless otherwise required pursuant to OCM authority and governing law. If Gotham fails to follow the procedure above timely, Gotham waives the right to contest such demand to return such goods.
Gotham agrees to indemnify and hold harmless client in the event of any product liability claim arising from use of cannabis product should the allegations arise from use of the cannabis therein. Client agrees to indemnify and hold harmless Gotham from any other liability related to sale of the goods to the public, including but limited to, any claim related to in-store advertisements or marketing; and allegation of underage or otherwise impermissible sale, and/or general liability matters related to conduct or events occurring within the store, such as personal injury arising from displays, the packaging of the goods, or the goods themselves. In sum and substance, and in spirit, the intent of this provision is that if someone is hurt from using the goods after purchase, the client bears no liability and shall be held harmless; if someone is hurt before having purchased or used the goods, Gotham bears no liability and shall be held harmless.
In the event of any dispute arising under the terms of these terms and conditions, except as set forth in Paragraph 7 herein which must be exhausted according to its terms before triggering the instant provision, or arising from any other agreement between the parties subject to these terms and conditions, or arising or related in any way to purchase of goods and delivery thereof from Gotham, the parties agree to first provide written notice to the other detailing the specifics of such dispute. This is a mandatory step and the parties agree litigation may not be brought until this requirement is exhausted. In the event such dispute is not resolved thereof, the Supreme Court of the State of New York, County of Suffolk, shall be the exclusive jurisdiction where suit arising from the transactions herein may be brought. In such event, the parties waive the right to jury and shall proceed with a bench trial should the dispute not be resolved on papers.
The entirety of this agreement and the contemplated transactions shall be interpreted exclusively under the laws of the State of New York without consideration to choice of law principles.
To the degree any provisions of these terms and conditions conflict with any other agreements made between the parties, these terms and conditions govern.