Terms and Conditions
Lost County Inc.
Terms and Conditions of Pre-Order Sales Agreement
These Terms and Conditions apply to all pre-order cannabis-infused alcohol removed wine purchases from Lost County Inc., including from Lost County Inc.’s website and any other pre-order purchases.
SELLER IS ADVISED TO AND HAS THE OPPORTUNITY TO HAVE AN ATTORNEY REVIEW THESE TERMS AND CONDITIONS. BY PLACING AN ORDER THROUGH THE BUYER’S WEBSITE, SELLER AGREES AND ACKNOWLEDGES THAT THE ACT, AS DEFINED BELOW, IS A NEW AND EVOLVING REGULATORY REGIME AND IS SUBJECT TO CHANGE AT ANY TIME. BUYER WILL MAKE ITS BEST EFFORTS TO DELIVER THE PRODUCT PURSUANT TO THESE TERMS AND CONDITIONS, BUT UNFORESEEN COMMERCIAL, REGULATORY AND LEGAL ISSUES MAY PREVENT BUYER’S PERFORMANCE. IF ANY INFORMATION ON THE WEBSITE CONFLICTS WITH THESE TERMS AND CONDITIONS THESE TERMS AND CONDITIONS CONTROL.
“Act” shall mean the California Medicinal and Adult-Use Cannabis Regulation and Safety Act and applicable regulations and ordinances that may be promulgated thereto, all as may be amended from time to time.
“Buyer” shall mean an individual person which places an order with Seller.
“Product” shall mean 750 milliliters of cannabis-infused dealcoholized wine that has yet to be created for commercial production.
“Purchase Order” shall mean this agreement and the corresponding details thereof between Buyer and Seller pursuant to which Buyer agrees to buy a certain number of units of the Product as detailed on Seller’s website application.
“Seller” shall mean Lost County Inc. and its employees and agents thereof.
- Representations and Warranties of Buyer
Buyer represents, warrants, and acknowledges to Seller that:
- He or she is an individual twenty-one years of age or older and has the legal right, under the laws of the state of California, to purchase and possess the type and quantity of cannabis-infused alcohol removed wine as indicated in the Purchase Order;
- He or she understands the Product has not yet been produced for commercial production and the final production and delivery line have not yet been secured;
- The Product might never be produced due to regulatory or commercial impracticalities that are not yet defined, known, or fully understood;
- The Product is illegal under federal law and individuals in possession of the Product could face criminal or civil prosecution; and
- It has read and does understand these Terms and Conditions and makes no objections hereto.
Seller represents, warrants, and acknowledges to Buyer that:
- It will work in good faith and with its best efforts to fulfil the Purchase Orders placed hereunder as permitted by the Act and other applicable state or local law.
4. Purchase Order and Deposit
- Purchase Order. Contemporaneously with the acceptance of Terms and Conditions by Buyer, the parties have entered into a Purchase Order, by which Buyer has agreed to purchase a certain number of units of the Products specified therein. The placing of an order by the Seller and the Buyer form a contract pursuant to these Terms and Conditions. All orders, as described in the confirmation email and undisputed within seven (7) days of its issuance, will be regarded as accurate and binding on the Buyer (the “Agreement”).
Buyer acknowledges and agrees that, while Seller will make its best efforts to produce and deliver all products ordered in the Purchase Order within twenty-four (24) calendar months, this Purchase Order is subject to supply and regulatory limitations and Seller may not deliver the full amount ordered in the event of supply shortages.
- Pre-Payment. In connection with the Purchase Order, Buyer shall pay the purchase price as specified in the order. This payment is partially refundable in the event of failure of Seller to perform, excepting a Force Majeure event, as defined in Section 13 in which case this payment is fully non-refundable.
5. Purchase of Product
- Purchase Price Provisional. Buyer acknowledges and agrees that the Purchase Price quoted in the Purchase Order is subject to change. If Seller experiences higher acquisition costs due to the Act, supply shortages, regulatory hurdles, or for any reason beyond its control, the Purchase Price for Buyer may increase. Buyer also acknowledges that the Purchase Price is exclusive of taxes, duties, tolls or levies or other similar payments required by any taxing authority. In the event that the Purchase Price increases, exclusive of any unpaid tax, duty, toll, or levy imposed by the Act or otherwise (not too exceed 25% of the quoted Purchase Price), the Seller may request a refund within fourteen (14) calendar days of notice of such Purchase Price increase. Upon such a request, Seller shall refund any payment, minus a twenty percent (20%) net surcharge, to the Buyer within ninety (90) calendar days.
- Final Invoice. After securing either all Products ordered by Buyer, or as much thereof as possible in the event of supply shortages, Seller shall deliver to Buyer a Final Invoice containing the final Purchase Price for the Purchase Order, or for as much of the Purchase Order as Seller is able to deliver to Buyer. If Seller is unable to deliver a Product in a duly placed Purchase Order, pursuant to these Terms and Conditions, Seller may request a refund payment for undelivered Product. Upon such a request, Seller shall refund any payment to the Buyer within ninety (90) calendar days.
6. Delivery. If delivery is elected by Buyer in the Purchase Order, within two (2) weeks of Product being available for Buyer, Seller shall cause the Product to be shipped to the Seller at the address specified in the Purchase Order but only as or if permitted by the Act. All items not designated for delivery will be stored at a premise licensed under the Act until picked up by Buyer, subject to Section 8 of these Terms and Conditions. The licensed premise may be located anywhere in the State of California, but Seller will strive to secure multiple locations for pick-up disbursed throughout the State of California.
Buyer shall undertake to inspect all goods when collecting or immediately on delivery and to notify the Seller or the carrier forthwith of any shortage or damage immediately. Seller may, in its discretion, complete order shortages or replace Products damaged in transit. Once the goods have been delivered to the Buyer and are out of the Seller’s control for any period of time, any damage or shortfall shall be deemed to have occurred after delivery and the Seller shall not be responsible for any shortage or damage.
7. Product Sold As-Is. All goods are sold on an “AS IS” basis. The Seller is unable to accept responsibility for and gives no representation, warranty or guarantee as to the state or condition of alcohol removed wines or whether the alcohol removed wine in any bottle corresponds to the quality or attributes which might be expected from its description.
8. Storage; Forfeit of Purchase Order. Beginning three (3) weeks after sending the notice to Buyer indicating that product is ready for delivery or pickup, and ending upon Buyer’s collection of product at a premises identified by Seller (if delivery is not selected by Buyer on the Purchase Order or delivery is not permitted under the Act or any other applicable law), Seller shall be entitled to charge to the Buyer reasonable storage fees, storage insurance charges and/or administration charges for goods which have been made available for collection but have not been collected by the Buyer and/or goods agreed between the parties to be stored by the Seller on the Buyer’s behalf. Subject to increase, upon reasonable notice, Storage fees shall be billed at five dollars ($5.00) per case, or part thereof, per month. Storage fees, storage insurance charges and administrative charges shall be billed on a monthly basis.
There shall be no refund of any unused portion of storage fees, storage insurance charges and administrative charges. In the event of any claim made against the insurance policy, an excess amount payable by the Buyer is applicable. The Buyer will receive the insurance pay-out amount less the excess amount, a reasonable administrative fee to be determined by the Seller and any other amount incurred by the Seller on the Buyer’s behalf.
If Buyer fails to pick up the Product six (6) months after said Product has been made available for pick up in the state of California, Buyer shall forfeit all of its rights to the Product and Seller may resell the Product without any refund being due to Buyer.
9. Title, Risk, and Fulfilment.
- All alcohol removed wines are offered subject to availability. Title to all goods supplied by the Seller shall remain with the Seller until the Product is sent out for delivery to Buyer.
- All risk of loss in Products shall pass to the Buyer from the time when Product is shipped from Seller’s premises, or products are collected at Seller’s premises, as applicable.
10. Seller’s Right to Sell Products. If the Buyer fails to make payment for the goods, or pay storage fees, storage insurance charges or administrative charges, the Seller shall be entitled to liquidate, sell or otherwise dispose of such portion of the goods as would be sufficient to pay the amount due and owing by the Buyer. If the Seller liquidates, sells or otherwise disposes of all of the Buyer’s goods, any amount of the sale price in excess of the amount owing to the Seller will be refunded to the Buyer without interest and minus a twenty percent (20%) surcharge.
11. Shortfalls; Packaging. Seller’s ability to supply or fulfill an order is limited by the quantity and bottle sizes of alcohol removed wines finally supplied to Seller by its suppliers and permitted by the Act. If Seller does not receive sufficient alcohol removed wines to enable it to supply or fulfill the quantity and bottle sizes of alcohol removed wines in Buyer’s order, Buyer agrees to accept such lesser quantity and/or alternative bottle sizes of the same alcohol removed wines, as allocated by Seller to Buyer, at Seller’s sole discretion. The Seller may, in its sole discretion or pursuant to the Act, change the alcohol removed wine’s inner or outer container or packaging. The unit is intended to be a bottle with approximately 750 milliliters of alcohol removed wine and 12 to 18 milligrams of THC, subject to changes caused by unforeseen commercial reasons or the Act. The Seller may, in its sole discretion, change the size or quantity of the packaging, provided the Product made available to the Buyer is 750 milliliters of alcohol removed wine.
12. Cancellation. No refund or cancellation will be accepted from Buyer once an order has been confirmed by Seller, except if agreed to in writing by the Seller. Any cancellation or refund agreed to by Seller is on the condition that all costs, expenses and losses incurred by Seller by reason of such cancellation will be paid forthwith by Buyer to Seller minus a twenty percent (20%) surcharge. Seller shall be entitled to cancel any order or reduce the quantity ordered by the Buyer according to availability of stock. In the event of such cancellation or reduction in quantity, the Seller will refund to the Buyer any Deposit amount paid for undelivered alcohol removed wines without interest, except where the cancellation or reduction in quantity sold is due to a Force Majeure.
13. Force Majeure. Seller shall not be liable for any failure to meet its obligations occasioned by circumstances beyond its control to which either it or its suppliers are subject, including but not limited to changes in federal or state laws and regulations or respective enforcement priorities, acts of God, exceptional weather conditions, floods, droughts, storms, lightning, high winds, typhoons, earthquakes, natural disasters, power failures, telephone or land-line connection failures, impacts with or by air crafts or aerial objects, explosions, hostilities, insurgencies, invasions, epidemics, quarantines, acts of foreign or public enemies, hi-jacking or unlawful seizure or wrongful exercise of control of vehicles, curtailment of transportation facilities, civil commotion, riots, industrial disputes, industrial actions by workmen, shortage of labor, goods and materials, acts or regulations of government, strikes, lock-outs or other industrial action, fires, terrorism or threats of terrorism, public health threats, war and civil disturbance, nuclear threats, nuclear accidents and/or nuclear contamination. Further performance of Seller’s obligations shall be suspended for so long as the Seller remains so prevented or hindered.
Seller shall be under no liability whatsoever to the Buyer for any direct, indirect, special, incidental or consequential loss and/or expense, whether contemplated by the parties or not, including loss of profit suffered by the Buyer or claims by any third party against the Buyer arising out of or in connection with any Force Majeure. In the event that the Seller is unable to fulfill its obligations under an order due to a Force Majeure event, the Seller is under no obligation to return to the Buyer any money whatsoever paid by Buyer to Seller.
14. Notices. Seller shall send all invoices and notices required under these Terms and Conditions to the email address provided by Buyer in the Purchase Order. It is Buyer’s responsibility to ensure that Seller is informed of any changes to Buyer’s contact details. Buyer will be deemed to have received a notice sent by email four (4) days after sending.
15. Assignment. Either party may assign this Agreement freely and without the consent of the other party, upon written notice to the other party.
16. Entire Agreement. Buyer acknowledges and agrees that these Terms and Conditions, the Purchase Order and any confirmation emails are the entire Agreement between the parties, notwithstanding negotiations, discussions or representations made before or after the Agreement.
17. Severability. If at any time one or more of the provisions of these terms and conditions becomes invalid, illegal, or unenforceable in whole or in part in any respect under California law, the validity, legality and enforceability of the other provisions hereof and the remainder of the provision in question shall not in any way be affected or impaired thereby.
18. Class Action Waiver. To the fullest extent permitted by applicable law, Buyer waives any right to bring, pursue or initiate any form of class action lawsuit, proceeding or similar action against Seller and its affiliates, successors or assigns. If Buyer would like to maintain a right to participate in a class action lawsuit, proceeding or similar action against Seller, Buyer shall email firstname.lastname@example.org within thirty (30) days of placing a Purchase Order with the Seller.
19. Limitation of Liability.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR LOSS OF PROFITS, REVENUE OR INCOME, OR FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING FROM OR RELATED TO THESE TERMS AND CONDITIONS OR THE USE OR INABILITY TO USE PRODUCTS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- BY PURCHASING THE PRODUCT, SELLER AGREES THAT SELLER SHALL DEFEND, RELEASE, INDEMNIFY AND HOLD HARMLESS BUYER AND ITS LICENSORS AND THEIR RESPECTIVE PARENT ORGANIZATIONS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, ATTORNEYS AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS) ARISING OUT OF OR IN CONNECTION WITH: (1) SELLER’S VIOLATION OR BREACH OF ANY OF THESE TERMS AND CONDITIONS OR ANY APPLICABLE LAW OR REGULATION; (2) SELLER’S VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY; (3) ANY UNAUTHORIZED USE OF PRODUCTS OR THE WEBSITE; OR (4) SELLER’S NEGLIGENCE OR WILLFUL MISCONDUCT.
- Seller will exercise reasonable care to ensure that the goods sold to the Buyer are genuine, but shall not be liable in any way for any direct, indirect, special, incidental or consequential injury, loss or damage whatsoever in the event that the goods turn out to be counterfeits or products infringing any third-party intellectual property rights.
- Seller will exercise reasonable care when handling, packing, transporting and/or shipping goods purchased by the Buyer but Seller shall not be responsible, or in any way liable, for any act or omission of third parties engaged for these purposes. If Seller suggests, refers or recommends any third-party service provider to the Buyer, Seller shall not be responsible for any act or omission of such third-party service provider.
- In the event the Seller is liable to the Buyer for any reason under this Agreement, the Seller’s aggregate liability shall be limited to the aggregate amount actually paid by the Buyer to the Seller for the goods in relation to the relevant purchase order.
- THESE TERMS AND CONDITION TERMS INCLUDE: (1) AN ARBITRATION PROVISION; (2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST SELLER AND ITS AFFILIATES; AND (3) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGES AGAINST US THAT MAY ARISE OUT OF YOUR USE OF PRODUCTS.
20. Assumption of Risk. To the extent permitted by law: (1) Buyer assumes all risks known and unknown, foreseeable and unforeseeable, in any way connected with its use of Products; (2) Buyer accepts personal responsibility for any liability, injury, hospitalization or other medical treatment, loss, death, criminal arrest and prosecution, or damage in any way connected with use of Products; and (3) Buyer retains sole responsibility for ensuring actions are compliant with applicable laws. To the fullest extent permitted by law, Buyer waives all claims against Seller, its owners, officers, employees, successors, agents, successors or assigns, arising out of any activities whatsoever Buyer takes. BUYER FULLY COMPREHENDS AND ACCEPTS ALL OF THE RISKS ASSOCIATED WITH ITS USE OF PRODUCTS. Seller has no obligation whatsoever to defend, release or hold Buyer harmless from any civil, criminal, or administrative investigations, proceedings or penalties that may result from Buyer’s use the of the Product.
21. Arbitration. Any dispute or claim arising in any way from Buyer’s use of the Products, except for disputes relating to the infringement of Seller’s intellectual property rights, will be resolved by binding arbitration in Los Angeles County, California rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow these Terms and Conditions as a court would. The arbitration will be conducted before a neutral single arbitrator, whose decision will be final and binding, and the arbitral proceedings shall be governed by the AAA Commercial Arbitration Rules, Consumer Due Process Protocol, and Supplementary Procedures for Resolution of Consumer-Related Disputes. These rules may be found on the AAA website at www.adr.org. Unless the arbitrator finds the arbitration was frivolous or brought for an improper purpose, each party shall pay its own AAA and arbitrator’s fees and expenses. If the arbitrator finds the arbitration to be frivolous or brought for an improper purpose, then Buyer agree to pay all costs and expenses connected to the arbitration.
If Buyer does not want to arbitrate disputes with Seller, Buyer may opt out of this arbitration clause by sending an email to email@example.com within thirty (30) days of placing a Purchase Order with Seller.
22. Governing Law; Venue. If a court of competent jurisdiction finds any of the foregoing Terms and Conditions invalid or inapplicable, these Terms and Conditions and the entirety of the Agreement between the parties shall be governed by the laws of the state of California, notwithstanding any principles of conflicts of law which might require the application of any laws other than those of the state of California. Any and all claims arising out of the Agreement shall be brought in the state courts located in Los Angeles County, California, which venue the parties hereby agree is proper.
23. Compliance with the Act. At all times this Agreement shall be construed, interpreted, and enforced in compliance with the Act. If, at any time prior to fulfillment, an applicable state regulatory agency informs the Seller or informs the Buyer in writing, that this Agreement is not permitted by the Act, this Agreement will terminate pursuant to Section 13 above and the parties will negotiate in good faith to reform this Agreement to be in compliance with the Act. If the parties are unable to reform the agreement, the Buyer shall refund Seller’s payments minus a twenty percent (20%) surcharge.