Zen Hemp Health Retail Agreement


This Wholesale/Retail Purchasing Agreement (“Agreement”) contains the terms and conditions under which Zen Hemp Health, Inc. and Zen Metaceuticals, Inc. (The “Seller”) agrees to sell products (“Products”) to qualified Retailers (“Customers”).  By purchasing products on our website or from Zen Metaceuticals, Inc., you agree to the following:

  1. Terms Of Sale
    1. Customer agrees to submit to Seller a copy of Customer’s state reseller license and a Federal Employer Identification Number (FEIN).
    2. By agreeing to the terms and conditions hereinafter, Customer acknowledges that the Products purchased from the Seller, whether consumable or topical, for human use or pet use, contain full spectrum, total plant complex hemp extract derived from industrial/agricultural hemp containing <0.3% THC and its naturally occurring components.  Furthermore, Customer acknowledges the FDA has not evaluated the Products offered by the Seller, and the Seller makes no claims as to any benefits from the use of the Products.
    3. Customer hereby agrees to market the Products in a manner that is consistent with Seller’s marketing and messaging.  Furthermore, Customer agrees not to modify or tamper in any way with Product packaging, containers, or labeling.
    4. Customer agrees to only sell and market the Products as a whole food  or dietary supplement as may be applicable and as per FDA 21 CFR 111 and Customer will make no unsubstantiated claims about the Product, including, but not limited to, by way of example the Customer’s business name, website URL, etc (examples: www.cureforcancer.org, www.hempcure.com, www.curewithcbd.net), advertising, promotions, printed materials, social media posts, or product descriptions.
    5. Customer is restricted from selling any Products purchased from Seller through eCommerce including, but not limited to, on websites such as Amazon, Etsy, Ebay, and Customer’s business website without the express prior written consent of Seller.
  2. Prices and Payment
    1. Prices: The Customer will place orders for the Products with the Seller at such prices as are established by the Seller from time to time, subject to the terms and conditions of this Agreement.  The Seller may amend such pricing of the Products from time to time in its sole discretion.
    2. Purchase Orders: Customer must submit written or digital orders for the Products setting forth quantity, type, and requested delivery date of Products.  Subject to Product availability and other reasonable exceptions, Customer Orders will be processed based in the order in which they are received.  The Seller reserves the right to reject any Order or to supply less than the quantity requested for any reason or no reason at all in its sole discretion.
    3. Payment: Seller will not fulfill Customer Orders until Customer has made payment in full for the Order.
  3. Order and Returns
    1. Shipping:  Customer will be responsible for all shipping and handling expenses for the Orders unless otherwise stated in writing.
    2. Returns and Refunds:  The Seller will exchange Products in the event of damage due to shipping or non-conforming Products, provided the Seller receives the exchange request within 48 hours of Customer receiving the Products.  Upon receipt of the Products, the Customer shall inspect each order to determine any damage and non-conforming Products and will notify the Seller in writing within three (3) business days following the date of its receipt of the Products.  Customer will provide a full description and, at Seller’s request, photographic evidence of the damaged or non-conforming Products.  Failure by the Customer to timely notify the Seller in writing of any missing, damaged or non-conforming Products shall be conclusive proof that the Products have been received by the Seller without defects.
  4. Disclaimer
    1. The Seller warrants that the Product supplied hereunder will conform with the name and description set forth herein and will be of merchantable quality.  This is the Seller’s sole warranty with respect to the Products.  THE SELLER MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED BY THE SELLER AND EXCLUDED FROM THIS AGREEMENT.
  5. Miscellaneous
    1. Buyer-Seller Relationship: The relationship created by this Agreement is solely a Buyer-Seller relationship.  This Agreement does not make either party the employee, agent, or legal representative of the other for any purpose whatsoever.
    2. Governing Law; Dispute Resolution:  This Agreement, and all disputes hereunder, shall be interpreted in accordance with the laws of the State of Georgia.  Any litigation or dispute arising under this Agreement shall be commenced and maintained only in the state court sitting in Fulton County, Georgia.
    3. Indemnification:  The Customer shall defend, indemnify, and hold harmless the Seller and each of Seller’s officers, managers, employees, members, and agents against all damages, claims, liabilities, or expenses (including attorney’s fees and legal costs) arising out of or resulting in any way from the breach or inaccuracy of any of the Customer’s representations and warranties set forth in this Agreement.
    4. Limitation of Liability:  The Seller shall not be liable for bodily injury, lost profits, or any indirect, special, incidental, consequential, or punitive damages arising out of, or in any way related to, this Agreement or the use of the Product.  The Seller’s liability on any claim of any kind arising out of this Agreement or the Products shall in no event exceed the price allocable to the Products purchased hereunder.
  6. Product Representations.
    1. The FDA has stated that products containing CBD/Cannabidiol may not be sold as dietary/nutritional supplements due to CBD/Cannabidiol being incorporated into several Investigative New Drug (IND) applications as a component in new pharmaceutical drugs that are being developed and undergoing clinical trials.
    2. As such, while CBD/Cannabidiol are naturally occurring in Cannabis Sativa Hemp (<0.3% THC), and our products are derived from imported, pure agricultural Cannabis Sativa Hemp, we cannot nor do we make any claims or representations as to the presence of CBD/Cannabidiol in our products.
    3. You are purchasing our Products – whether for personal use, resale, or incorporation into other products – as dietary supplements and/or whole foods derived from or containing 100% natural Cannabis Sativa agricultural hemp extract and oil.  To the extent that naturally occurring cannabinoids, terpenes, plant sterols, and phytonutrients are present in Cannabis Sativa agricultural hemp, they may be present in our products, but we make no claims or representations to that effect, specifically regarding CBD/Cannabidiol.
    4. Making any statements or claims as to the presence of CBD/Cannabidiol in Zen products would unnecessarily and erroneously characterize them as “unauthorized pharmaceuticals” and is strictly prohibited.

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