1. APPLICABILITY
   • These general terms and conditions of sale (these “Terms”) are the only terms which govern the sale of the goods (“Goods”) by MYSTICFLOWERS LLC, a Florida limited liability company, (the “Seller”) to any person or entity purchasing the Goods (each a “Buyer”) (Buyer and Seller each a “Party” and collectively the “Parties”) on or after the effective date set forth above (“Effective Date”).
   • These Terms, together with any invoice or sales confirmation issued by Seller (“Sales Confirmation”), as applicable, represent the entire agreement between the Parties (the “Agreement”), and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the sale of the Goods. Notwithstanding anything to the contrary herein and therein, any conflict between any understanding existing between the Parties prior to the Effective Date and these Terms shall be conclusively resolved in favor of these Terms, which shall control and supersede. In the event of any inconsistency between the Sales Confirmation and these Terms, then these Terms shall prevail. These Terms prevail over, and shall not be amended or supplemented by, any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to amend or supplement these Terms. These Terms may only be amended or supplemented in a writing that specifically states that it amends or supplements these Terms and is signed by an authorized representative of each Party. This Agreement is strictly of business, commercial or agricultural products, and not for personal, family, or household purpose. Buyer is deemed to have conclusively accepted these Terms upon the earlier of Buyer’s online acceptance of these Terms or Buyer’s placement of any orders with Seller after the Effective Date.
2. DELIVERY; INCOTERMS IRRELEVANT, TITLE, RISK OF LOSS
   • Seller shall not be responsible for any shipping or delivery of Goods, which will be made available to Buyer for pick up at Seller’s warehouse EX WORKS, subject to availability, using Seller’s standard methods for packaging such Goods. Buyer shall take possession of the Goods upon pick-up at Seller’s warehouse and shall be solely responsible for its failure to do so.
   • Notwithstanding anything to the contrary set forth in these Terms, in any Purchase Order, and regardless of the use of any shipping terms or “INCOTERMS” between the Parties, title to, and risk of loss of, the Goods, passes to Buyer upon the Goods being available for pick-up at Seller’s warehouse, EX WORKS, regardless of whether shipping has been arranged by Seller, and regardless of actual taking of possession of the Goods by Buyer. Title to, and risk of loss of, nonconforming or otherwise rejected Goods to be returned to Seller, passes to Seller upon said nonconforming or rejected Goods being delivered to Seller at Seller’s address for
   • If the Parties agree that Seller will arrange for shipping of the Goods, Buyer will be solely responsible for all costs associated therewith, including loading and unloading, equipment, and labor costs, which Seller will invoice to Buyer including, in Seller’s discretion, with a markup. If Seller arranges shipping, the Goods will be delivered within a reasonable time after the receipt of Buyer’s purchase Seller shall not be liable for any delays, loss, deterioration, spoliation, or damage in transit. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order. The quantity of any installment of Goods as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery.
   • Seller shall not be liable for any non-delivery of Goods (even if caused by Seller’s negligence) unless Buyer gives written Notice to Seller of the non-delivery within ten (10) days of the date when the Goods would in the ordinary course of events have been received. If liability is nonetheless deemed to attach to Seller because of a non-delivery, then any such liability shall be limited, in Seller’s sole and absolute discretion, to: (i) replacing the Goods within a reasonable time after receipt of Notice from Buyer, or (ii) adjusting the invoice respecting such Goods by an amount equal to the lower of either (A) an adjustment reflecting the actual quantity of Goods delivered; or (B) an amount equal to actual, compensatory, out-of-pocket damages demonstrably suffered by the Buyer through documentary evidence.
   • Buyer shall not be entitled to object to or reject any Goods or any portion of them by reason of a surplus or shortfall in the quantity of Goods received and shall pay for such Goods the Prices. Any shortfalls in the quantity of Goods delivered shall be resolved in the same manner as non-delivery as provided in subsection (c) above. Any surplus in the quantity of Goods delivered may, in Buyer’s discretion: (i) be retained by Buyer, in which case Buyer shall pay for such surplus; or (ii) be returned to Seller, at Buyer’s expense.
3. INSPECTION AND REJECTION OF NONCONFORMING GOODS
   • Buyer shall inspect the Goods within five (5) days of the date when the Goods would in the ordinary course of events have been received (“Inspection Period”). Buyer will be deemed to have accepted all Goods unless it notifies Seller in writing of any Nonconforming Goods during the Inspection Period and furnishes such written evidence or other documentation as required by “Nonconforming Goods” means only the following: (i) product shipped is different than identified in Buyer’s purchase order; (ii) product’s label or packaging incorrectly identifies its contents; or (iii) product is damaged in such a manner as to render it unusable as intended.
   • If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer in connection As directed by Seller, Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s address for Notice or destroy the Nonconforming Goods and provide a written certification of such destruction to Seller. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, make available for Buyer’s pick-up replacement Goods. Buyer shall not be entitled to any credits, refunds, or replacements unless and until the Nonconforming Goods are returned to Seller or until Seller receives written certification of destruction of the Nonconforming Goods.
   • Buyer acknowledges and agrees that the remedies set forth in Section 4(b) are Buyer’s exclusive remedies for the delivery of Nonconforming Goods. Except as provided under Section 4(b), all sales of Goods to Buyer are final and Buyer has no right to return Goods purchased under these Terms to Seller.
   • The Seller cannot guarantee that the Goods will maintain their freshness and other qualities during transit or once they leave the Seller’s For example, the Goods may be contaminated by pests or microorganisms, be affected by changes in temperature, or be damaged in transit. Seller disclaims all liability for any such change in the characteristics of the Goods after the Goods are placed with a carrier.
4. PRICES
   • Buyer shall purchase the Goods from Seller at the prices (the “Prices”) set forth in the applicable Sales Confirmation. In the absence of a Sales Confirmation, the Prices shall be the prices agreed upon between Buyer and Seller. In the absence of a specific agreement between the Parties, the Prices shall be those reported in Seller’s then-current price list.
   • All Prices are exclusive of all shipping, handling, and transportation charges, insurance costs, sales, use, and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any Governmental Authority on any amounts payable by Buyer (“Taxes”). Buyer shall be responsible for all such charges, costs and taxes. If Seller is procuring any shipping, handling, transportation, or insurance for Buyer, Seller may, but shall not be required to, invoice Buyer separately for said In each case, Seller reserves the right to charge a markup to Buyer for the procurement of said services. Buyer has confirmed its nature of “non- final customer” through the form of engagement, signed electronically for Buyer.

5. PAYMENT TERMS
   • Buyer shall pay all invoiced amounts in full, in advance of delivery, unless Buyer has been approved by Seller for credit. Buyer shall make all payments hereunder by wire transfer, check, ACH, credit or debit card, and in US dollars.
   • Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in connection with any cancelled, rejected, or late payments, including, without limitation, bank fees, chargeback fees, attorneys’ fees, and court In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder.
   • Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy or
   • Seller is not responsible for any unauthorized or incorrect orders made by, on behalf of, or purportedly by or on behalf of, Seller shall be entitled to rely conclusively and without investigation on the accuracy of all orders received from Buyer, whether through a Sales Confirmation or not, or any person purporting to act on behalf of Buyer. In case of any incorrect order specifications, or unauthorized charges on Buyer’s account or credit card, Seller will reasonably cooperate with Buyer to resolve the issue(s) but shall not have any responsibility or liability to Buyer whatsoever, nor shall Seller have any obligation to cancel or modify any such orders, or refund any monies to Buyer in connection therewith. In each such case, Buyer’s sole remedies shall be against Buyer’s credit card company, bank, or the unauthorized third party.
   • Seller may collect creditworthiness and other information from Buyer for purposes of evaluating Buyer’s request for credit extensions. Seller may share any or all of such information with any third parties, including for the purpose of having such third parties make credit determination for the Buyer. If a third party makes a credit determination, Seller shall have no liability therefor. Buyer represents and warrants that: (i) it is not a consumer under any applicable law; and (ii) all information and documents provided to Seller shall be true and correct and will not contain any incomplete or misleading information.
   • If Buyer is approved for credit, Seller will retain, as collateral security for the payment of the Goods, a first priority security interest in and to all the right, title and interest of Buyer in, to, and under, the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the law of the state of Florida.
   • In connection with the foregoing security interest granted to Seller, Buyer also grants to Seller an irrevocable power of attorney to do and perform, or cause to be done and performed, all acts, deeds, and things necessary or convenient (as determined by Seller) to effectuate the purpose of the foregoing, including without limitation the execution and delivery by Seller of documents and instruments in Buyer’s name, including financing statements, in any jurisdictions, and any amendments, extensions, or terminations thereto, without the need of any prior Notice to Buyer.
6. PRODUCT INFORMATION
   • California Proposition 65. A complete list of Proposition 65 regulated chemicals is available at www.oehha.ca.gov If a specific product contains a chemical subject to Proposition 65, the applicable warnings will be shown in the product page including, without limitation, the following warnings:

Warning: This product contains a chemical known to the State of California to cause cancer.

Warning: This product contains a chemical known to the State of California to cause birth defects or other reproductive harm.

7. LIMITATIONS OF WARRANTY

(a) SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS, INCLUDING ANY (i) WARRANTY OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii) WARRANTY OF TITLE; AND (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

(b) SELLER SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY FOR ANY INCORRECT LABELLING, DESCRIPTION, DEFECT, ERROR, OMISSION, AND NONCONFORMITY WHATSOEVER OF THE GOODS WITH THEIR MANUFACTURER SPECIFICATIONS, CERTIFICATIONS, OR DESCRIPTIONS, WHICH SELLER PROVIDES TO BUYER “AS-IS” AND “WITH ALL FAULTS” WITHOUT AN INDEPENDENT INVESTIGATION AS TO THEIR ACCURACY.

8. LIMITATION OF LIABILITY

(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY DAMAGES CALCULATED ON THE BASIS OF ANY MULTIPLES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL SELLER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS ACTUALLY COLLECTED BY SELLER FROM BUYER FOR THE GOODS SOLD HEREUNDER, REDUCED BY ANY AMOUNTS RECOVERED BY BUYER FROM COLLATERAL SOURCES OR AS OTHERWISE SET FORTH IN SUBSECTION (c) BELOW.

• As a condition precedent to bringing any claim against Seller, Buyer shall first exhaust its remedies against: (i) its insurers, reinsurers, and indemnitors; (ii) the carrier(s) of the Goods.

9. COVENANTS
   • Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under these Buyer shall comply with all export and import laws of all countries involved in the sale of the Goods under these Terms or any resale of the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government import clearance.
   • Buyer shall maintain confidential and shall not disclose, or cause the disclosure, of any non-public information disclosed by Seller, regardless of form, format, or medium, and regardless of whether said information is marked as confidential. Buyer shall preserve the confidentiality of said information with measures at least as great as the measures it employs to protect the confidentiality of its own confidential information, and in any event no less than commercially reasonable measures. Buyer shall give Notice to Seller of any action to compel disclosure of any confidential information, and shall reasonably cooperate with Seller to prevent said disclosure.
10. INDEMNITY. Buyer shall indemnify and hold Seller harmless, regardless of fault, for any claim, cost, liability, or expense whatsoever, including any expenses incurred in connection with the investigation, preparation, pursuit, or defense, of any claim or proceeding, and including any professional advisors fees (including attorney’s fees and court costs), arising out of or in connection with the breach or non-fulfillment of any of Buyer’s obligations hereunder or Buyer’s negligent or more culpable (including criminal) acts or omissions.
11. MISCELLANEOUS
    • No Waiver. No waiver by Seller of any of the provisions of these Terms are effective unless explicitly set forth in writing and signed by No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. A written waiver shall be valid only under the circumstances specified therein.
    • Force Majeure. Except with regard to payment obligations, no Party shall be liable responsible to the other, nor be deemed to have defaulted under or breached these Terms, for any failure or delay in fulfilling or performing any term of these Terms (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted Party’s (“Impacted Party”) control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (i) acts of God, (ii) flood, fire, earthquake, epidemics, or explosion, (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (iv) government order, law, or actions; (v) embargoes or blockades in effect on or after the date of these Terms; (vi) national or regional emergency; (vii) strikes, labor stoppages or slowdowns, or other industrial disturbances; (viii) shortage of adequate power or transportation facilities; and (ix) other events beyond the control of the Impacted The Impacted Party shall give Notice within thirty (30) days of the Force Majeure Event to the other Party, stating the expected duration of the Force Majeure Event. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
    • Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under these Terms without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void at its inception. No assignment or delegation relieves Buyer of any of its obligations under these Terms.
    • Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
    • No Third-Party Beneficiaries. These Terms are for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
    • Governing Law; Jurisdiction. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law rules, and expressly excluding the applicability of the United Nations’ Convention on Contracts for the International Sale of Goods. Any claim of proceeding arising out of or relating to these Terms that cannot be resolved by arbitration pursuant to subsection (k) below, shall be instituted exclusively in the federal or state courts of the located in Miami Dade County, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such claim or proceeding.
    • Notices. All Notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the receiving Party at the address of said Party specified in the Sales Confirmation or to such other address that may be designated by the receiving Party by Notice. All Notices shall be deemed to have been duly given when actually received, or three (3) days after being sent via nationally-recognized overnight courier (FEDEX, UPS, DHL).
    • Severability. If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction, and the term or provision that is deemed unenforceable as written shall be reformed so as to preserve the initial contracting intent of the Parties to the fullest extent permitted by law.
    • Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms.
    • Interpretation. These Terms shall be deemed to have been jointly drafted and shall not be construed against any Party solely by reason of their drafting. Throughout these Terms, headings are for convenience only, and each gender and number shall include all genders and numbers, as the context requires.
    • Arbitration. Any action or proceeding arising out of or relating to these Terms, the transactions contemplated hereunder, or the relationship of the Parties (each, a “Dispute”) shall be resolved exclusively by binding arbitration pursuant to the commercial rules of the American Arbitration Association (“AAA”) in effect at the time of filing of the petition for arbitration. The arbitral tribunal shall be composed of a single arbitrator jointly selected by the Parties or, if the Parties cannot agree on the selection of an arbitrator within 15 days after the filing of the petition for arbitration, the arbitrator shall be appointed by AAA. The arbitrator shall have exclusive authority to resolve arbitrability disputes and to determine the jurisdiction of the tribunal. The arbitrator shall have the power to award temporary and permanent injunctions, specific performance, and any other form of equitable or declaratory relief, as the arbitrator may determine in its sole Arbitration shall be conducted in the English language in Miami, Florida. If any portion of this arbitration provision is found to be unenforceable, on its face or as applicable to a specific Dispute, such unenforceability shall not cause the arbitration clause to be disregarded. Instead, the unenforceable portion of this clause shall be reformed and the Dispute shall be arbitrated pursuant to this clause, as reformed.
    • Counterparts. Any applicable Sales Confirmation may be executed in counterparts (including through electronic means), each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
    • Waiver of Jury Trial. EACH PARTY EXPRESSLY, KNOWINGLY, AND IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY ON ANY CLAIM OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.
12. PERSONAL GUARANTY. If Buyer is an entity then, the person submitting any application to the Seller or otherwise accepting these Terms on behalf of Buyer, further agrees to personally guarantee, and to be personally, jointly, and severally liable with Buyer, for the full and timely performance of all of Buyer’s obligations hereunder or in any of the transactions contemplated hereby. This is an unconditional guaranty of performance.