Laketown Farms, LLC

Section 1. Applicability; Order Process; Acceptance.

(a) Scope. These Standard Terms and Conditions of Sale (these “Terms”) govern every offer, sale, shipment, transfer, and delivery of cannabis, cannabis-derived products, hemp-derived consumer products, and related materials sold by Laketown Farms, LLC, a Minnesota limited liability company (“Seller”) to the purchasing entity identified in the applicable Seller quotation, order acknowledgment, invoice, or other Seller-issued transaction document (“Buyer”). Seller and Buyer are each a “Party” and collectively the “Parties.”

(b) Quotations. Seller quotations, pricing sheets, forecasts, lead times, availability statements, and similar pre-contract communications are nonbinding, are provided for discussion purposes only, may be modified or withdrawn by Seller at any time before Seller’s acceptance, are subject to inventory availability, satisfactory laboratory results, Applicable Law, licensing status, transportation availability, and Statewide Monitoring System requirements, and expire ten (10) calendar days after issuance unless Seller states a shorter period in writing. Seller may correct clerical, typographical, or mathematical errors at any time before shipment.

(c) Purchase Orders. Any purchase order, order request, or other procurement communication issued by Buyer constitutes only an offer by Buyer to purchase Products on these Terms and is irrevocable for ten (10) business days after receipt by Seller. No Order is binding on Seller unless and until Seller accepts the Order in a writing issued by Seller (including email) or Seller ships or makes available the applicable Products, whichever occurs first. Seller may accept or reject any Order, or any requested quantity, in whole or in part, in Seller’s sole discretion.

(d) Agreement. Each Order accepted by Seller, together with: (i) these Terms; (ii) the applicable Seller quotation or order acknowledgment; (iii) any applicable Product Schedule, White-Label Addendum, or other Seller-issued exhibit or supplement; and (iv) any Certificate of Analysis provided by Seller for the applicable Lot, constitutes the entire agreement between the Parties for the Products covered by that Order (collectively, the “Agreement”).

(e) Order of Precedence. In the event of a conflict, inconsistency, or omission among the documents comprising the Agreement, the following order of precedence applies, highest to lowest: (i) any separately signed amendment or addendum expressly referencing the applicable Order; (ii) Seller’s order acknowledgment; (iii) any applicable Product Schedule or White-Label Addendum; (iv) the applicable Certificate of Analysis, solely with respect to release testing results for the identified Lot; (v) these Terms; (vi) Seller’s invoice; and (vii) Buyer’s purchase order, but solely for ministerial information that does not conflict with the foregoing (such as ship-to address, requested delivery date, and ordered quantity accepted by Seller).

(f) Buyer Terms Rejected. These Terms supersede and control over any additional, different, or inconsistent terms contained in any purchase order, confirmation, portal terms, click-through terms, supplier code, acknowledgment, or other communication from Buyer. Seller’s commencement of performance, shipment of Products, or failure to object does not constitute acceptance of any such terms. Course of dealing, course of performance, and usage of trade shall not be used to modify, supplement, or interpret the Agreement against Seller.

(g) Cancellation by Seller. Seller may cancel any accepted Order, in whole or in part, before shipment for credit, supply, regulatory-compliance, safety, or legal reasons, upon written notice to Buyer. Seller’s sole liability for cancellation under this Section 1(g) is the return of any prepayment allocable to the cancelled portion of the Order for standard (non-custom) Products.

(h) No Implied Commitments. No minimum purchase obligation, supply commitment, exclusivity, reserved capacity, or most-favored-customer obligation shall arise except in a separate writing signed by Seller.

Section 2. Definitions.

“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party.

“Applicable Law” means all federal, state, local, tribal, and municipal statutes, ordinances, rules, regulations, orders, permits, licenses, guidance, directives, bulletins, standards, and requirements applicable to the cultivation, manufacture, testing, labeling, packaging, transport, transfer, storage, marketing, sale, or possession of Products, including all requirements of the OCM and the Statewide Monitoring System, as each may be amended, supplemented, or superseded from time to time.

“Approved Laboratory” means a laboratory licensed, accredited, or otherwise authorized under Applicable Law to test the applicable Product category at issue.

“Certificate of Analysis” or “COA” means the release testing report, certificate, or similar analytical record issued by or on behalf of an Approved Laboratory for a specific Lot. A COA speaks as of the date of testing and release and does not warrant results after storage, transit, aging, or downstream processing.

“Confidential Information” means all nonpublic information disclosed by or on behalf of Seller, whether orally, visually, electronically, or in writing, including pricing, margins, volumes, customer information, know-how, methods, manufacturing information, formulas, processes, specifications, product development information, packaging plans, test data, COAs, audit findings, and the terms of the Agreement.

“Delivery Point” means the location identified by Seller in the applicable Order as the point of delivery, pickup, or tender.

“Force Majeure Event” has the meaning set forth in Section 22.

“Losses” means any and all claims, demands, actions, suits, proceedings, investigations, losses, damages, liabilities, judgments, fines, penalties, settlements, costs, and expenses, including reasonable attorneys’ fees, expert fees, and costs of investigation.

“Lot” means a homogeneous, uniquely identified batch of Product assigned a single package tag or manifest entry in the Statewide Monitoring System.

“OCM” means the Minnesota Office of Cannabis Management or any successor agency with jurisdiction over the Products.

“Order” means a transaction-specific order accepted by Seller under Section 1, whether evidenced by a Seller quotation accepted in writing, a Seller order acknowledgment, a Seller invoice, or another Seller-issued transaction record.

“Products” means the goods sold by Seller under an Order, including without limitation bulk flower, biomass, trim, extracts, concentrates, distillates, resins, rosins, finished goods, ingredients, work-in-process, raw materials, lower-potency hemp products, hemp-derived consumer products, or White-Label Products, in each case to the extent lawful and described in the applicable Order.

“Product Schedule” means any Seller-issued product-family schedule, specifications sheet, exhibit, supplement, or Order-specific requirements applicable to a category of Products.

“Recall Event” means any recall, market withdrawal, hold, stop-sale, advisory notice, field correction, quarantine, destruction, or other remedial or regulatory action involving Products.

“Seller Indemnified Parties” means Seller, its Affiliates, and each of their respective officers, directors, managers, members, employees, agents, contractors, insurers, successors, and assigns.

“Seller IP” means all intellectual property rights, know-how, methods, processes, formulations, manufacturing parameters, standard operating procedures, trade secrets, documentation, data, and other proprietary rights owned, controlled, or developed by or for Seller or its Affiliates, whether existing before, on, or after the date of the Agreement.

“Statewide Monitoring System” means the inventory-tracking, transfer, and verification system designated by the OCM, including METRC or any successor system.

“White-Label Addendum” means the White-Label and Private-Label Product terms set forth in Schedule 2, as supplemented by any signed addendum between the Parties.

“White-Label Products” means Products manufactured, processed, finished, packaged, or labeled by or for Seller for sale under Buyer’s brand, marks, packaging, claims, artwork, or specifications.

Section 3. Buyer Representations; Continuing Covenants.

Buyer represents, warrants, and covenants to Seller, on the date of each Order and continuously throughout the term of the Agreement, that:

(a) Buyer is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has full power and authority to enter into, perform, and consummate the Agreement.

(b) Buyer holds, and shall maintain at all times, all licenses, permits, registrations, endorsements, approvals, and local authorizations required for Buyer to purchase, receive, transport, store, process, possess, use, market, distribute, and sell the Products as contemplated by the Agreement.

(c) Buyer is, and shall remain, in material compliance with Applicable Law and all conditions, restrictions, and reporting obligations applicable to Buyer’s licenses and activities.

(d) Buyer shall provide Seller, upon request, true, correct, and current copies of Buyer’s licenses, permits, certificates of insurance, local approvals, and any other compliance materials reasonably requested by Seller. Seller may independently verify Buyer’s status at any time.

(e) Buyer shall immediately, and in any event within twenty-four (24) hours, notify Seller in writing if: (i) any Buyer license expires, is suspended, revoked, restricted, conditioned, or threatened; (ii) Buyer receives any notice of violation, inspection deficiency, stop-sale, quarantine, recall communication, warning letter, or similar communication concerning any Products; (iii) Buyer learns of any theft, diversion, loss, tampering, adulteration, contamination, consumer complaint, serious adverse event, or material test failure involving any Products; or (iv) Buyer becomes insolvent, ceases operations, or is subject to any bankruptcy, receivership, or similar proceeding.

(f) Buyer shall purchase, receive, use, process, store, market, distribute, and sell the Products only within the scope of Buyer’s lawful authority and only through lawful channels. Buyer shall not remove Products from Minnesota, ship Products across state lines, or transfer Products to any person or entity not authorized under Applicable Law without Seller’s prior written consent.

(g) Buyer is solely responsible for all downstream compliance relating to Buyer’s handling, processing, blending, packaging, labeling, advertising, sale, transfer, and disposition of the Products and for the acts and omissions of Buyer’s customers, distributors, contractors, carriers selected by Buyer, and other transferees.

(h) Seller may rely on all information, certifications, and instructions furnished by Buyer, and Seller has no duty to independently investigate the accuracy or completeness of such information except to the extent expressly required by Applicable Law.

(i) No Retailer Exclusivity. Nothing in this Agreement requires or shall be construed to require any cannabis retailer to purchase Products from Seller to the exclusion of other cannabis cultivators or manufacturers. To the extent any provision of this Agreement could be read to create such an exclusive-dealing obligation on a retailer, that provision is void and severable in accordance with Minnesota Statutes § 342.26 or its successor.

Section 4. Products; Product Schedules; White-Label Products.

(a) These Terms apply to all Products sold by Seller, whether sold as bulk material, intermediate material, extracts or concentrates, finished goods, ingredients, work-in-process, lower-potency hemp products, hemp-derived consumer products, or White-Label Products.

(b) The description, quantity, package size, price, applicable Product Schedule, and any Order-specific commercial terms for the Products shall be stated in the applicable Order. If a Product Schedule or White-Label Addendum applies to an Order, such schedule or addendum is incorporated into the Agreement.

(c) Seller may revise, discontinue, replace, or re-source any Product, ingredient, input, packaging component, test method, or specification at any time to address supply availability, quality concerns, manufacturing efficiency, safety considerations, or changes in Applicable Law, subject to Section 14.

(d) No sample, mock-up, marketing material, past lot, prior harvest, or previous batch establishes a continuing obligation or warranty with respect to future Products unless expressly stated in a signed writing by Seller.

Section 5. Pricing; Taxes; Payment; Credit; Security.

(a) Prices. Prices are those stated in Seller’s accepted Order and are subject to adjustment by Seller before acceptance of Buyer’s Order. Unless expressly stated otherwise by Seller, all prices are exclusive of freight, insurance, taxes, duties, fees, assessments, excise taxes, testing charges, and surcharges.

(b) Taxes. Buyer shall pay or reimburse Seller for all sales, use, excise, transfer, gross receipts, value-added, and similar taxes, duties, fees, or assessments arising from the sale, transfer, delivery, or use of the Products, excluding only taxes imposed on Seller’s net income.

(c) Payment Terms. Unless Seller states otherwise in the applicable Order, all invoices are due net fifteen (15) days from invoice date. All payments must be made in immediately available U.S. funds, without setoff, deduction, withholding, recoupment, counterclaim, or abatement of any kind.

(d) Credit; Insecurity; Adequate Assurance. Seller may establish, withdraw, reduce, or modify credit terms or credit limits at any time in Seller’s sole discretion. If Seller has any reasonable ground for insecurity regarding Buyer’s performance, creditworthiness, legality of performance, licensing status, or compliance with Applicable Law, Seller may suspend performance, require cash in advance, require a deposit or other security, require updated financial information, or demand adequate assurance of due performance. Buyer shall provide such assurance within three (3) business days after Seller’s demand. Failure to do so constitutes a material breach. Seller’s rights under this Section are in addition to its rights under UCC § 2-609.

(e) Late Charges; Returned Payments. Any amount not paid when due bears interest at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate, accruing from the due date until paid in full. Buyer shall pay a returned-payment fee of $250 for each dishonored ACH, wire recall, returned check, or failed payment instruction, in addition to all bank charges and collection costs incurred by Seller.

(f) Acceleration; Cross-Default; Suspension. If Buyer fails to make any payment when due, breaches the Agreement, fails to provide adequate assurance, becomes insolvent, or is no longer in good regulatory standing, then, in addition to all other rights and remedies, Seller may: (i) accelerate and declare immediately due all outstanding amounts owed by Buyer to Seller or any of Seller’s Affiliates; (ii) suspend or cancel any open Orders; (iii) withhold future shipments; (iv) reallocate inventory; and (v) pursue collection and enforcement remedies. A default by Buyer under any other agreement with Seller or Seller’s Affiliates constitutes a default under the Agreement.

(g) Collection Costs. Buyer shall reimburse Seller for all costs and expenses incurred by Seller in collecting amounts due or enforcing the Agreement, including reasonable attorneys’ fees, court costs, expert fees, and collection agency fees.

(h) Seller Setoff. Seller may, without notice, set off any amount owed by Buyer or any of Buyer’s Affiliates to Seller or any of Seller’s Affiliates against any amount otherwise payable by Seller.

(i) Security Interest. To the maximum extent permitted by Applicable Law, Buyer grants Seller a continuing first-priority purchase money security interest in and to all Products sold by Seller, together with all proceeds, accounts, chattel paper, and general intangibles arising from or relating to such Products, as security for Buyer’s payment and performance obligations. Buyer authorizes Seller to file financing statements and other lien notices describing the collateral and shall execute any documents reasonably requested by Seller to evidence, perfect, protect, or enforce such security interest. This Section does not apply to the extent that a security interest in cannabis products is prohibited by Applicable Law.

Section 6. Forecasts; Production; Supply; Allocation; Substitution.

(a) Any forecast, estimate, production plan, or anticipated demand schedule provided by Buyer is nonbinding and for planning purposes only unless Seller expressly agrees otherwise in a signed writing.

(b) Seller does not guarantee capacity, availability, production volume, or continuity of supply except as expressly stated in a signed writing by Seller. Seller may allocate production, inventory, and available supply among its customers, facilities, channels, and Affiliates in Seller’s sole discretion, including during shortages, crop variability, test failures, regulatory delays, or other supply constraints.

(c) Seller may substitute comparable Lots, batches, harvests, package sizes, or component sources that conform in all material respects to the applicable specifications. Seller may make partial shipments and invoice separately for each shipment.

(d) Any production, cure, test, release, ship, or delivery date communicated by Seller is a good-faith estimate only and is not a guarantee or firm commitment. Time is not of the essence with respect to Seller’s performance.

(e) If Buyer requests custom components, custom packaging, custom labels, or White-Label Products, Buyer shall remain liable for all committed, ordered, work-in-process, or noncancelable materials, components, and production costs incurred by or on behalf of Seller in connection with such request, regardless of whether the Order is completed, cancelled, or terminated.

Section 7. Shipping; Delivery; Manifests; Statewide Monitoring System.

(a) Delivery Terms. Unless otherwise stated in Seller’s accepted Order, Products are sold FOB Seller’s facility under the Minnesota Uniform Commercial Code, without incorporation of Incoterms®. If Buyer or Buyer’s carrier picks up Products, delivery occurs when Seller tenders the Products for pickup at Seller’s facility. If Seller agrees to arrange transportation, Seller does so solely as an accommodation to Buyer and as Buyer’s agent for transportation purposes, and delivery and risk of loss still pass at Seller’s facility unless Seller expressly states in the applicable Order that a different Delivery Point applies.

(b) Freight and Transport Costs. Buyer shall bear all freight, insurance, transportation, security, courier, and special handling charges unless Seller expressly agrees otherwise in writing.

(c) Shipping Manifest; Transfer Records. Each Party shall timely complete the shipping manifest, transfer record, and chain-of-custody entries required for that Party’s own activities under Applicable Law and the Statewide Monitoring System. Seller may rely on destination, license, and recipient information supplied by Buyer. Buyer shall promptly furnish all information required to prepare lawful shipping and transfer records.

(d) Statewide Monitoring System Acceptance. Buyer shall accept, verify, and complete all transfer acknowledgments and related entries in the Statewide Monitoring System no later than twenty-four (24) hours after physical receipt of the Products, or such shorter period as required by Applicable Law. Buyer’s failure or refusal to timely complete any required system entry does not delay or reverse passage of risk, acceptance, or Buyer’s payment obligations, and constitutes a material breach of this Agreement.

(e) System Outage Procedure. If the Statewide Monitoring System is unavailable, delayed, or malfunctioning, the Parties shall use commercially reasonable interim documentation and manual records to evidence shipment, transfer, chain of custody, and receipt, and shall reconcile required electronic entries within twenty-four (24) hours of system restoration or such shorter period as Applicable Law requires. To the maximum extent permitted by Applicable Law, any such outage does not delay the economic allocation of risk or Buyer’s acceptance where Products have been physically tendered or delivered.

(f) Failed Delivery; Buyer Delay. If delivery is delayed, refused, or cannot be lawfully completed due to any act or omission of Buyer or Buyer’s carrier, including missing personnel, licensing issues, unavailable receiving staff, incorrect destination information, system acceptance failure, or Buyer’s refusal to receive the Products, then Buyer shall bear all resulting costs, including storage, redelivery, demurrage, disposal, additional testing, and administrative charges. Seller may treat the Products as accepted and invoice Buyer in full upon such failed or refused delivery.

(g) Carrier Delays. Seller is not responsible for loss, theft, tampering, delay, seizure, inspection, or damage caused by carriers, transporters, escorts, law enforcement, weather, road conditions, inspection holds, or other events beyond Seller’s reasonable control after lawful tender.

(h) Data-Entry Errors. Each Party is responsible for the accuracy of the data it enters into the Statewide Monitoring System. The Party that made a data-entry error shall correct it within twenty-four (24) hours of discovery or notification. If a data-entry error by Buyer causes a transfer rejection, manifest mismatch, regulatory inquiry, failed delivery, or redelivery, Buyer bears all costs of correction, redelivery, additional testing, and any resulting fines or penalties.

Section 8. Title; Risk of Loss; Custody; Lot Integrity.

(a) To the maximum extent permitted by Applicable Law, title, risk of loss, physical custody responsibility, and regulatory responsibility as between Seller and Buyer pass to Buyer upon the earliest of: (i) Seller’s tender of the Products to Buyer or Buyer’s designated carrier at Seller’s facility or other Delivery Point expressly stated by Seller in the applicable Order; (ii) Buyer’s or Buyer’s carrier’s taking possession of the Products; or (iii) the time delivery is attempted but cannot be completed due to Buyer’s act or omission. Seller retains the security interest described in Section 5(i) until all amounts owed to Seller are paid in full.

(b) From and after the transfer of risk under Section 8(a), Buyer bears all responsibility for custody, security, storage, environmental control, transport, insurance, shrinkage, degradation, diversion, theft, contamination, spoilage, and disposition of the Products.

(c) Lot Integrity; Anti-Commingling. Buyer shall maintain strict lot integrity and chain-of-custody control at all times after delivery. Buyer shall not commingle Products with any other lot, batch, ingredient, or product; remove, obscure, or alter any lot number, identifier, tag, label, or tracking information; or relabel, repackage, or re-code any Products without Seller’s prior written consent, except to the extent expressly authorized under an applicable White-Label Addendum. Any breach of this Section 8(c): (i) voids all warranties, claims, and remedies with respect to the affected Products; (ii) constitutes a separate indemnity trigger under Section 16; and (iii) constitutes grounds for immediate suspension or termination under Section 21.

(d) Storage and Handling. Buyer shall store and handle all Products in strict accordance with Applicable Law, the applicable Product Schedule, the COA, any storage or handling instructions supplied by Seller, and prudent industry practice. Buyer acknowledges that cannabis and hemp products are perishable and may naturally degrade over time or under improper handling conditions, and that Seller is not responsible for any deterioration in product quality occurring after transfer of risk.

Section 9. Specifications; Testing; Certificates of Analysis; Suitability.

(a) Product specifications are limited to the specifications expressly stated in Seller’s accepted Order, the applicable Product Schedule, and the applicable COA for the specific Lot sold.

(b) The applicable COA is final and binding as to the analytical results stated in the COA as of the release date for the applicable Lot, except solely to the extent Buyer timely invokes and fully complies with the retest procedure in Section 10(d).

(c) Unless Seller expressly states otherwise in writing, reasonable industry tolerances and natural agricultural variances apply to potency, terpene profile, cannabinoid distribution, moisture content, texture, color, aroma, density, crystallization, separation, viscosity, and other attributes that are naturally affected by genetics, harvest conditions, extraction conditions, cure, time, temperature, oxygen exposure, light exposure, transport conditions, and storage conditions.

(d) Buyer is solely responsible for determining the suitability of the Products for Buyer’s intended use, formulation, blending, manufacturing process, fill weights, ingredient system, equipment, packaging, stability profile, shelf life, marketing claims, or end-use application. Seller is not responsible for validating Buyer’s process, formulation, dosage, serving-size decisions, or downstream finished goods.

(e) No claim may be based solely on: (i) changes in Applicable Law, OCM guidance, testing standards, action limits, or laboratory methodology adopted after Seller’s transfer of the Products; (ii) re-testing performed after Buyer has failed to maintain proper chain of custody, storage, or lot integrity; or (iii) natural degradation, phase separation, terpene loss, oxidation, moisture change, or similar condition occurring after transfer of risk.

(f) No Reliance; No Advice. Buyer acknowledges that it is not relying, and has not relied, on Seller for legal, tax, regulatory, labeling, marketing, dosage, stability, formulation, or end-use advice. Any technical assistance, discussion, forecast, sample, data sheet, application guidance, or recommendation provided by Seller is provided without any warranty or duty and does not modify the Agreement or give rise to any duty of care or liability.

Section 10. Inspection; Acceptance; Rejection; Retest; Exclusive Remedy.

(a) Inspection Periods. Buyer shall inspect all Products immediately upon receipt. Claims for shipping damage, carton count discrepancies, visible tampering, or shortages must be submitted in writing within twenty-four (24) hours after delivery. Claims for other patent nonconformities that are reasonably discoverable upon ordinary inspection must be submitted in writing within five (5) business days after delivery. Claims based on an alleged latent defect not reasonably discoverable during ordinary inspection must be submitted within two (2) business days after discovery and in no event later than thirty (30) calendar days after delivery.

(b) Contents of Claim. Any rejection or claim notice must state with specificity the Lot number, invoice number, quantity affected, nature of the alleged nonconformity, date discovered, and factual basis for the claim, and must include supporting documentation reasonably requested by Seller, including photographs, temperature logs, storage logs, receiving records, manifest records, chain-of-custody records, and test results, as applicable.

(c) Mandatory Quarantine. Upon discovery of any alleged nonconformity, Buyer shall immediately quarantine the affected Products, preserve all labels and identifiers, cease all processing, sale, transfer, or use of the affected Products, and maintain the affected Products in the condition received pending Seller’s written instructions.

(d) Analytical Claims; Retest Procedure. If Buyer disputes an analytical result stated in the COA, Seller may require that the dispute be resolved exclusively by: (i) testing of a reserve or retention sample held by Seller, the testing facility, or another authorized custodian; or (ii) if no reserve or retention sample is available, testing of a representative, sealed, chain-of-custody sample taken from the affected Products in accordance with Seller’s instructions. Any retest must be conducted by an Approved Laboratory selected by Seller, or if Seller and Buyer agree in writing, by a mutually acceptable Approved Laboratory. If the first retest materially confirms Buyer’s claim, Seller may require a tie-breaker test by another Approved Laboratory, and the tie-breaker result shall be final and binding. Buyer shall bear all retest costs unless the final binding result materially confirms that the Products failed to conform to the limited warranty in Section 15(a) at the time risk passed to Buyer. Chain of custody must be maintained and documented for all samples submitted for retesting; results from any test lacking documented chain of custody are inadmissible for purposes of any claim. Seller is not obligated to retain reserve or retention samples beyond the period required by Applicable Law.

(e) Claim Bars. Buyer may not reject Products or assert any claim if the affected Products have been processed, blended, combined, repackaged, relabeled, reworked, filled, infused, sold, transferred, destroyed, or otherwise altered, or if Buyer has failed to maintain required chain of custody, lot integrity, storage conditions, or quarantine.

(f) Deemed Acceptance. Products are deemed irrevocably accepted upon the earliest of: (i) expiration of the applicable claim period under Section 10(a) without Seller’s receipt of a proper written claim; (ii) Buyer’s processing, blending, use, resale, transfer, or alteration of the Products; or (iii) Buyer’s failure to comply with Section 10(c) or 10(d). Upon acceptance, Buyer’s right to revoke acceptance under UCC § 2-608 is expressly waived to the maximum extent permitted by law.

(g) Exclusive Remedy. If Seller determines, in Seller’s reasonable judgment, that Products failed to satisfy the limited warranty in Section 15(a) and Buyer has complied with this Section 10, Seller’s sole obligation and Buyer’s sole and exclusive remedy shall be, at Seller’s option, to: (i) replace the affected Products; (ii) issue a credit memo; (iii) refund the purchase price actually paid for the affected Products; or (iv) provide another commercially reasonable cure selected by Seller. Seller’s right to cure under UCC § 2-508 is expressly reserved.

Section 11. No Returns; Final Sale.

All sales are final. Buyer has no right to return any Products except as expressly authorized in writing by Seller or expressly required by Applicable Law. Any return, destruction, rework, or reverse logistics authorized by Seller must be conducted strictly in accordance with Seller’s instructions, the Statewide Monitoring System, and Applicable Law, at Buyer’s expense unless Seller expressly agrees otherwise in writing.

Section 12. Labeling; Packaging; Post-Transfer Compliance.

(a) Seller is responsible only for the labeling and packaging components, if any, that Seller expressly undertakes in the applicable Order and only as of the time risk passes to Buyer. Seller has no responsibility for any label, package, insert, warning, claim, graphic, dosage statement, ingredient list, or other content supplied by Buyer or added, changed, approved, or used by Buyer or any third party after transfer.

(b) Buyer is solely responsible for all post-transfer activities, including final formulation, blending, infusion, filling, portioning, packaging, labeling, relabeling, marketing, advertising, online content, point-of-sale content, warnings, dosage and serving-size decisions, retail readiness, retail sale compliance, and any claims made about the Products or downstream products containing the Products.

(c) Buyer shall not remove, obscure, or alter any Seller-applied identifier, lot number, tag, or label without Seller’s prior written consent except to the extent expressly contemplated by an applicable White-Label Addendum.

(d) Buyer assumes all responsibility for, and shall indemnify Seller against, any Losses arising from: (i) Buyer-supplied labels, components, ingredients, formulas, claims, artwork, packaging, or specifications; (ii) Buyer’s final packaging or labeling decisions; or (iii) any failure of Buyer’s downstream products to comply with Applicable Law.

Section 13. Recalls; Regulatory Actions; Complaints; Adverse Events; Theft; Diversion.

(a) Seller may, in Seller’s sole discretion or as directed by any governmental authority, initiate, direct, manage, or participate in any Recall Event relating to Products supplied by Seller. Unless Applicable Law requires otherwise, Seller controls the strategy, scope, public communications, customer notifications, disposition, rework, destruction, and regulator interface for any Recall Event relating to Products supplied by Seller.

(b) Buyer shall notify Seller in writing within twenty-four (24) hours after Buyer becomes aware of any: (i) product complaint; (ii) alleged or suspected contamination, adulteration, mislabeling, potency issue, packaging defect, quality defect, or safety issue; (iii) serious adverse event; (iv) stop-sale, hold, seizure, quarantine, inspection observation, notice of violation, or regulatory inquiry; (v) theft, diversion, tampering, counterfeiting, or unexplained loss; or (vi) failed test result or out-of-specification result involving any Products.

(c) Upon any event described in Section 13(b), Buyer shall immediately: (i) quarantine affected inventory; (ii) cease sale, transfer, or further processing of affected Products; (iii) preserve all relevant records and samples; (iv) provide Seller with all lot-trace, customer, transfer, and complaint information requested by Seller; and (v) follow Seller’s written instructions regarding investigation, notifications, disposition, rework, or destruction.

(d) Buyer shall not issue any press release, recall notice, customer communication, social media statement, regulator submission, or other external communication regarding any Recall Event or suspected issue involving Products supplied by Seller without Seller’s prior written consent, except to the extent immediate communication is required by Applicable Law and Buyer first gives Seller prompt notice to the extent legally permitted.

(e) Cost Allocation. Buyer shall bear all costs and expenses associated with any Recall Event, complaint investigation, market withdrawal, quarantine, testing, customer notification, storage, rework, reverse logistics, destruction, credits, refunds, replacements, fines, or other remedial action, except to the extent a final nonappealable adjudication or written agreement of the Parties establishes that such costs arose directly and solely from Seller’s breach of the limited warranty in Section 15(a) existing at the time risk passed to Buyer. In all cases, Seller is not responsible for Buyer’s or any third party’s lost profits, reputational harm, lost goodwill, business interruption, loss of market share, or downstream recall costs attributable in whole or in part to Buyer’s or any third party’s acts or omissions.

(f) Buyer shall cooperate with Seller and Seller’s insurers in any investigation, claim, corrective action, or Recall Event and shall preserve all rights of recovery against third parties.

Section 14. Change in Law; Regulatory Developments; Safety Holds.

(a) Seller may, at any time and without liability, modify, suspend, delay, reformulate, relabel, repackage, substitute, re-source, re-test, rework, withhold, cancel, or discontinue any Products or Order to comply with, respond to, or reduce risk under Applicable Law, OCM guidance, laboratory bulletins, action limits, testing methodologies, product-category approvals, transport requirements, packaging or labeling requirements, Statewide Monitoring System requirements, safety concerns, or any actual or reasonably anticipated regulatory development.

(b) If any event described in Section 14(a) increases Seller’s cost or burden of performance, delays production or delivery, renders performance commercially impracticable, affects lawful saleability of the Products, or requires additional testing, packaging, documentation, or reformulation, Seller may equitably adjust prices, specifications, quantities, or delivery schedules by notice to Buyer.

(c) Seller may place any Product or Order on hold pending additional investigation, testing, legal review, or regulatory clarification whenever Seller believes in good faith that continued production, shipment, or sale may expose Seller or its Affiliates to regulatory, safety, quality, or reputational risk.

(d) Buyer shall promptly implement any Seller-requested compliance measure, hold, notice, or corrective action relating to Products supplied by Seller.

Section 15. Limited Warranty; Disclaimer.

(a) Limited Warranty. Subject to Buyer’s strict compliance with the Agreement, Seller warrants solely to Buyer that, at the time risk passes to Buyer under Section 8: (i) the Products materially conform to the specifications expressly set forth in Seller’s accepted Order, the applicable Product Schedule, and the applicable COA for the identified Lot; (ii) the Products are accompanied by a COA if required by Applicable Law or the applicable Order; and (iii) Seller has materially complied with Applicable Law applicable to Seller’s own manufacture, handling, labeling, transfer, and sale of the Products.

(b) Exclusions. The limited warranty does not apply to, and Seller has no liability for, any nonconformity or claim arising from: (i) improper storage, handling, transport, or environmental exposure after transfer of risk; (ii) natural degradation, phase separation, terpene loss, moisture change, oxidation, crystallization, or other time- or condition-based changes after transfer of risk; (iii) processing, infusion, blending, filling, repackaging, relabeling, rework, or other alteration by Buyer or any third party; (iv) Buyer’s failure to maintain lot integrity, identifiers, quarantine, or chain of custody; (v) Buyer-supplied specifications, labels, components, ingredients, formulas, claims, or artwork; (vi) changes in Applicable Law, OCM guidance, testing methods, or action limits after transfer; or (vii) any use inconsistent with the Product Schedule, COA, or Applicable Law.

(c) DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY SET FORTH IN SECTION 15(A), THE PRODUCTS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND SELLER MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, SAMPLE, OR MODEL. ALL IMPLIED WARRANTIES ARE EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY UCC § 2-316 AND APPLICABLE LAW.

(d) The remedies in Section 10 are Buyer’s sole and exclusive remedies for any breach of warranty or alleged nonconformity.

Section 16. Indemnification.

(a) Buyer Indemnity. Buyer shall indemnify, defend, and hold harmless the Seller Indemnified Parties from and against any and all Losses arising out of or relating to: (i) Buyer’s breach of the Agreement; (ii) Buyer’s violation of Applicable Law; (iii) Buyer’s storage, handling, transport, processing, infusion, blending, filling, packaging, labeling, relabeling, rework, marketing, advertising, sale, transfer, or other disposition of the Products after transfer of risk; (iv) Buyer’s downstream products or any use of the Products in Buyer’s or any third party’s products; (v) Buyer-supplied specifications, formulas, labels, claims, ingredients, components, artwork, or packaging; (vi) theft, diversion, tampering, commingling, relabeling, or loss of traceability after transfer of risk; (vii) any Recall Event except to the limited extent expressly allocated to Seller under Section 13(e); and (viii) any sale or transfer to unauthorized persons or channels.

(b) Defense Procedure. Buyer shall assume the defense of any claim subject to indemnification with counsel reasonably acceptable to Seller; provided that Seller may participate in the defense with counsel of its choosing at Buyer’s expense if the claim involves potential criminal exposure, regulatory action, injunctive or equitable relief, conflicts of interest, or material reputational risk to any Seller Indemnified Party. Buyer shall not settle any claim without Seller’s prior written consent, which may be withheld in Seller’s sole discretion. If Buyer fails to assume or diligently conduct the defense, Seller may do so at Buyer’s expense.

(c) Procedural Matters. A Seller Indemnified Party shall give Buyer reasonably prompt written notice of any claim, but failure to do so does not relieve Buyer of its obligations except to the extent Buyer is materially prejudiced by the delay. Buyer’s indemnity obligations are independent of and in addition to any insurance obligations and are not limited by any insurance proceeds.

(d) No Seller Indemnity. Seller shall have no indemnification obligation to Buyer except to the extent expressly set forth in a separate writing signed by Seller.

Section 17. Limitation of Liability; Claim Limits; UCC Waivers.

(a) CAP ON LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY ORDER OR THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE SPECIFIC LOT OF PRODUCTS GIVING RISE TO THE CLAIM.

(b) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF EXPECTED SAVINGS, BUSINESS INTERRUPTION, REGULATORY FINES, PENALTIES, COSTS OF SUBSTITUTE GOODS, COSTS OF COVER, COSTS OF RECALL, LOSS OF DATA, OR DIMINUTION IN VALUE, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c) UCC Waivers; Exclusive Remedies. BUYER WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO REVOKE ACCEPTANCE UNDER UCC § 2-608, COVER UNDER UCC § 2-712, RECOVER INCIDENTAL DAMAGES UNDER UCC § 2-715(1), OR SEEK SPECIFIC PERFORMANCE OR INJUNCTIVE RELIEF AGAINST SELLER WITH RESPECT TO PRODUCT SUPPLY, ALLOCATION, DELIVERY, OR SALE. THE REMEDIES EXPRESSLY PROVIDED IN SECTION 10 ARE EXCLUSIVE. SELLER’S REMEDIES UNDER THE AGREEMENT ARE CUMULATIVE AND IN ADDITION TO ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY.

(d) Time Bar. No claim, action, suit, or proceeding arising out of or relating to the Products, any Order, or the Agreement may be commenced against Seller more than one (1) year after the event giving rise to the claim first occurred. Buyer waives any statute of limitations to the contrary to the maximum extent permitted by law.

(e) Fundamental Basis of Bargain. The Parties acknowledge that the pricing and other terms of the Agreement reflect this allocation of risk and these limitations of liability. The limitations, exclusions, and waivers in this Section 17 apply regardless of the form of action, whether in contract, tort, strict liability, statute, or otherwise, and shall apply even if any limited or exclusive remedy provided in this Agreement fails of its essential purpose.

Section 18. Records; Audit; Inspection.

(a) Buyer shall maintain complete, accurate, and readily accessible books, records, test records, complaint files, customer and transfer records, shipping manifests, Statewide Monitoring System records, destruction records, chain-of-custody records, storage logs, and insurance records sufficient to demonstrate Buyer’s compliance with the Agreement and Applicable Law for at least five (5) years after the later of the applicable transaction date or final disposition of the affected Products, or such longer period as Applicable Law requires.

(b) Upon reasonable notice, Seller or Seller’s designees (including independent third-party auditors or consultants) may audit Buyer’s compliance with the Agreement and inspect Buyer’s records, relevant facilities, affected inventory, quarantine areas, complaint files, customer lot-trace reports, destruction and disposal logs, insurer submissions, regulator correspondence, and related materials. If Seller reasonably believes that an immediate audit or inspection is necessary due to a safety issue, regulatory issue, payment default, suspected diversion, or threatened Recall Event, Seller may conduct such audit or inspection on expedited notice.

(c) Buyer shall provide reasonable cooperation, access, workspace, copies, and knowledgeable personnel in connection with any audit or inspection.

(d) If any audit or inspection reveals a material breach of the Agreement or material noncompliance with Applicable Law relating to the Products, Buyer shall reimburse Seller for all reasonable costs and expenses of the audit or inspection, in addition to all other available remedies. If no material noncompliance is found, Seller bears the audit costs.

(e) Seller’s audit and inspection rights are supplemental to, and not in limitation of, Seller’s other rights and remedies.

Section 19. Confidentiality; Seller IP; Publicity.

(a) Buyer shall: (i) keep all Confidential Information strictly confidential; (ii) use Confidential Information solely to perform the Agreement; (iii) not disclose Confidential Information to any third party except to Buyer’s employees, advisors, and contractors who have a strict need to know and are bound by written confidentiality obligations at least as protective as those in this Section; and (iv) protect Confidential Information using not less than a commercially reasonable degree of care.

(b) The confidentiality obligations in this Section do not apply to information that Buyer proves by contemporaneous written records: (i) was lawfully known by Buyer without restriction before disclosure by Seller; (ii) becomes publicly available through no breach by Buyer; or (iii) is lawfully received by Buyer from a third party without a duty of confidentiality. If Buyer is required by law to disclose Confidential Information, Buyer shall, to the extent legally permitted, provide Seller prompt written notice and reasonable cooperation to seek confidential treatment.

(c) Buyer acknowledges that Seller IP is and shall remain the exclusive property of Seller and its licensors. Except for the limited right to use Products purchased from Seller for Buyer’s internal lawful business purposes and downstream sale or use as permitted by the Agreement, no license or other right in any Seller IP is granted to Buyer by implication, estoppel, or otherwise.

(d) Seller retains all rights in and to all manufacturing methods, processes, know-how, improvements, data, and work product developed, conceived, or reduced to practice by or for Seller in connection with the Products, including White-Label Products, except to the limited extent expressly stated in an applicable signed White-Label Addendum.

(e) Buyer shall not use Seller’s name, logos, trademarks, trade dress, facility names, or other identifying information in any press release, customer communication, regulatory filing (except as required by Applicable Law), packaging, website, marketing material, or other public statement without Seller’s prior written consent.

(f) The obligations in this Section survive for five (5) years following expiration or termination of the Agreement, except that obligations with respect to trade secrets survive for so long as the information remains a trade secret under Applicable Law.

Section 20. Insurance.

(a) Buyer shall maintain, at Buyer’s sole expense and with insurers rated A− VII or better by A.M. Best (or a substantially equivalent rating agency reasonably acceptable to Seller), the following insurance throughout the term of the Agreement and for not less than two (2) years thereafter with respect to products/completed operations claims:

(i) commercial general liability insurance, including products/completed operations, contractual liability, and personal injury coverage, with limits of not less than $2,000,000 per occurrence and $4,000,000 annual aggregate;

(ii) product liability insurance with limits of not less than $2,000,000 per occurrence and $4,000,000 annual aggregate;

(iii) workers’ compensation insurance as required by Applicable Law and employer’s liability insurance with limits of not less than $1,000,000 each accident;

(iv) if Buyer or Buyer’s carrier transports Products, commercial automobile liability insurance with limits of not less than $1,000,000 combined single limit and cargo/transit insurance sufficient to cover the full replacement value of Products in transit; and

(v) if applicable to Buyer’s activities or requested by Seller for White-Label Products, product recall, contamination, and cargo/transit insurance in amounts reasonably satisfactory to Seller.

(b) Buyer’s policies under Section 20(a)(i), (ii), and, to the extent applicable, (iv) shall: (i) name Seller and Seller’s Affiliates as additional insureds for ongoing and completed operations using ISO form CG 20 10 or broader equivalent endorsement; (ii) be primary and noncontributory with respect to any insurance maintained by Seller; and (iii) include a waiver of subrogation in favor of the Seller Indemnified Parties to the extent commercially available.

(c) Buyer shall furnish certificates of insurance and, upon request, applicable endorsements evidencing the foregoing coverages. Buyer shall provide Seller at least thirty (30) days’ prior written notice of cancellation, nonrenewal, or material adverse change in coverage, except ten (10) days for nonpayment of premium. Failure to maintain the required insurance is a material breach of this Agreement and grounds for immediate suspension under Section 21.

(d) Buyer’s procurement of insurance does not limit Buyer’s liabilities or obligations under the Agreement.

Section 21. Suspension; Termination; Effect of Termination.

(a) Seller may suspend performance, cancel any Order, or terminate the Agreement or any Order immediately upon written notice to Buyer if: (i) Buyer fails to pay any amount when due; (ii) Buyer fails to provide adequate assurance under Section 5(d); (iii) Buyer breaches any representation, warranty, covenant, or obligation under the Agreement; (iv) Buyer is no longer in good regulatory standing or any required license expires, is suspended, revoked, or restricted; (v) Seller reasonably believes continued performance would violate Applicable Law or jeopardize Seller’s licenses, operations, or reputation; (vi) any safety issue, contamination issue, Recall Event, theft, diversion, traceability breach, or significant compliance issue arises; (vii) Buyer becomes insolvent or subject to any bankruptcy, receivership, assignment for the benefit of creditors, or similar proceeding; or (viii) a Force Majeure Event or change in law materially impairs Seller’s ability to perform.

(b) Buyer has no right to cancel, terminate, reschedule, or reduce any accepted Order without Seller’s prior written consent. If Seller consents to any cancellation or reduction, Buyer shall reimburse Seller for all resulting losses and costs, including committed raw materials, packaging, labor, third-party commitments, work-in-process, and administrative costs.

(c) Effect of Termination. Upon any expiration, cancellation, or termination of the Agreement or any Order: (i) all amounts owed by Buyer to Seller become immediately due and payable; (ii) Buyer shall pay for all Products completed, in process, committed, specially ordered, or allocated for Buyer; (iii) Seller may stop production and withhold shipments; (iv) all deposits become nonrefundable except to the extent otherwise required by Applicable Law; and (v) the provisions identified in Section 25(k) survive termination.

(d) Suspension, cancellation, or termination by Seller is in addition to, and not in lieu of, any other rights or remedies available to Seller.

Section 22. Force Majeure.

(a) Seller shall not be liable for any delay, nonperformance, suspension, reduction, or failure in performance caused in whole or in part by any event or circumstance beyond Seller’s reasonable control, whether or not foreseeable, including acts of God; fire; flood; windstorm; epidemic; pandemic; public health emergency; war; terrorism; sabotage; civil unrest; labor shortage or dispute; utility interruption; equipment failure; crop failure; infestation; contamination; plant disease; raw material shortage; vendor failure; transportation shortage or interruption; carrier delay; embargo; seizure; law enforcement action; government order; change in Applicable Law; licensing delay, suspension, or restriction; laboratory backlog or test failure; software, network, or Statewide Monitoring System outage; or any similar event (each, a “Force Majeure Event”).

(b) During a Force Majeure Event, Seller may suspend performance, extend delivery or performance dates, make partial shipments, allocate available supply in Seller’s sole discretion, or cancel affected Orders without liability. Seller has no obligation to source substitute goods, incur premium freight, procure alternate ingredients, or purchase replacement supply from third parties.

(c) If a Force Majeure Event continues for more than thirty (30) consecutive days, Seller may terminate any affected Order upon notice to Buyer without liability other than refunding any prepaid amounts for undelivered standard Products, less any amounts owed by Buyer and less committed costs for custom or White-Label Products.

Section 23. Imported and Third-Party Sourced Products.

(a) If Products include imported lower-potency hemp edibles or hemp-derived consumer products requiring an endorsement under Applicable Law, the terms of any applicable Imported Hemp-Derived Products addendum are incorporated by reference, and the provisions of this Section 23 apply as minimum terms.

(b) Buyer acknowledges that under Minnesota law, a licensed wholesaler may not assert reliance on product label information provided by a manufacturer not licensed in Minnesota as a defense to a civil or criminal action. Buyer shall independently verify the accuracy, legality, and compliance of all labeling and product claims for imported or third-party sourced Products.

(c) Buyer shall indemnify the Seller Indemnified Parties for all Losses arising from imported or third-party sourced Products to the extent attributable to deficiencies in upstream documentation, labeling, specifications, or compliance.

(d) If Seller supplies any Product sourced from a third party or from outside Minnesota, Seller may require additional certifications, release conditions, testing, or documentation as a condition to shipment, and Seller may suspend or cancel shipment if Seller believes the Product or supply chain presents legal, regulatory, or reputational risk.

Section 24. Governing Law; Venue; Dispute Resolution.

(a) The Agreement and all claims arising out of or relating to the Agreement or the Products shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

(b) Any action or proceeding arising out of or relating to the Agreement or the Products shall be brought exclusively in the state or federal courts located in Hennepin County, Minnesota, and Buyer irrevocably submits to the exclusive jurisdiction and venue of such courts.

(c) Buyer irrevocably waives any objection based on forum non conveniens or any similar doctrine.

(d) In any action or proceeding brought by Seller to enforce the Agreement, collect amounts due, protect Confidential Information, enforce its security interest, or obtain injunctive or equitable relief, Seller shall be entitled to recover its reasonable attorneys’ fees, costs, and expenses if Seller prevails in whole or in substantial part.

(e) Seller may seek temporary, preliminary, or permanent injunctive or other equitable relief, without posting bond except to the extent required by Applicable Law, to protect Confidential Information, enforce Section 19, enforce its security interest, or prevent unlawful use, transfer, diversion, or disposition of Products or collateral.

(f) WAIVER OF JURY TRIAL. EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE PRODUCTS.

Section 25. General Provisions.

(a) Entire Agreement. The Agreement constitutes the entire agreement between the Parties with respect to the subject matter of the applicable Order and supersedes all prior or contemporaneous oral or written proposals, negotiations, understandings, and representations relating thereto.

(b) Amendment. No amendment, supplement, waiver, or modification of the Agreement is binding unless set forth in a writing signed by an authorized representative of Seller. No portal acceptance, click-through assent, email shorthand, or course of dealing modifies the Agreement unless Seller expressly so states in a signed writing.

(c) Assignment. Buyer may not assign, delegate, or transfer the Agreement, by operation of law or otherwise, without Seller’s prior written consent. Any purported assignment in violation of this Section is void. Seller may assign the Agreement without Buyer’s consent, including to any Affiliate or successor by merger, acquisition, or sale of substantially all assets.

(d) Notices. Any notice required or permitted under the Agreement must be in writing and delivered by nationally recognized overnight courier, certified mail (return receipt requested), or email with confirmation of transmission, in each case to the addresses stated in the applicable Order or to such other address as a Party later designates by notice.

(e) Independent Contractors. The Parties are independent contractors. Nothing in the Agreement creates any partnership, joint venture, fiduciary, franchise, employment, or agency relationship.

(f) No Third-Party Beneficiaries. Except for the Seller Indemnified Parties, which are express third-party beneficiaries of Sections 16, 19, and 20, the Agreement is for the sole benefit of the Parties and their permitted successors and assigns.

(g) Severability; Reformation. If any provision of the Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable while preserving the Parties’ original commercial intent as closely as possible.

(h) Waiver; Cumulative Remedies. No waiver is effective unless in writing and signed by Seller. No failure or delay by Seller in exercising any right or remedy operates as a waiver of that or any other right or remedy. All rights and remedies of Seller are cumulative and may be exercised concurrently or separately.

(i) Interpretation. Headings are for convenience only and do not affect interpretation. The words “include,” “includes,” and “including” are deemed to be followed by “without limitation.” The Agreement shall not be construed against Seller as drafter.

(j) Electronic Signatures; Counterparts. The Agreement and any Order may be executed in counterparts and by electronic signature or electronic transmission, each of which shall be deemed an original and all of which together constitute one instrument.

(k) Survival. The following provisions survive expiration, cancellation, or termination of the Agreement: Sections 2 (Definitions), 3 (Buyer Representations), 5 (Payment and Credit), 7(h) (Data-Entry Errors), 8 through 25, together with any other provision that by its nature should survive.

SCHEDULE 1

Product-Family Terms

1. Bulk Flower, Biomass, and Trim.

(a) Weights are determined at the time of shipment using Seller’s calibrated equipment unless otherwise stated in the applicable Order.

(b) Moisture content, trim level, color, aroma, density, and terpene expression are inherently variable and subject to reasonable agricultural tolerances.

(c) Once sealed packaging is opened by Buyer, or once the Product is rehydrated, remediated, milled, blended, or otherwise handled by Buyer, no claim may be made for moisture migration, physical breakage, aroma shift, terpene loss, or similar post-opening changes.

2. Extracts, Distillates, Resins, Rosins, and Concentrates.

(a) Buyer acknowledges that extracts and concentrates may crystallize, separate, darken, thicken, thin, or otherwise change appearance or texture over time or under varying temperature conditions without constituting a breach of warranty.

(b) Unless otherwise stated in a Product Schedule, potencies and terpene levels are measured only as of release testing and are subject to reasonable industry tolerances and natural degradation after release.

3. Finished Goods.

(a) Claims relating to finished goods must identify the affected SKU, lot number, production code, and quantity and must include retain samples or sealed representative units if requested by Seller.

(b) If finished goods are incorporated into promotional bundles, repackaged, relabeled, relotted, or otherwise modified by Buyer or any third party, all claims with respect to the modified units are waived.

4. Ingredients, Work-in-Process, and Intermediate Materials.

(a) These Products are supplied for further processing only. Buyer is solely responsible for validating yield, compatibility, process performance, and performance in Buyer’s equipment, packaging, and downstream formula.

(b) No claim may be based on Buyer’s process losses, fill losses, throughput issues, homogeneity issues, or finished-good performance unless expressly guaranteed in a signed writing by Seller.

5. Third-Party Sourced or Imported Products.

If Seller supplies any Product sourced from a third party or from outside Minnesota, Seller may require additional certifications, release conditions, testing, or documentation as a condition to shipment, and Seller may suspend or cancel shipment if Seller believes the Product or supply chain presents legal, regulatory, or reputational risk. Buyer acknowledges the limitations on wholesaler reliance set forth in Section 23(b).

SCHEDULE 2

White-Label / Private-Label Terms

(These terms apply only if the applicable Order expressly states that the Products are White-Label Products.)

1. Buyer Specifications; Approvals.

(a) Buyer shall provide final written specifications, formulas (if applicable), ingredient requirements, packaging requirements, artwork, labels, claims, warnings, and other instructions in a form reasonably acceptable to Seller.

(b) Seller may rely on all Buyer-supplied specifications and materials without independent verification. Buyer is solely responsible for the legality, accuracy, completeness, and noninfringement of all Buyer-supplied materials.

(c) Any artwork proof, label proof, packaging proof, specification, or sample submitted by Seller for Buyer approval is deemed approved if Buyer does not object in writing within three (3) business days after receipt.

2. Change Control.

Buyer may not change any approved specification, artwork, component, package, claim, or instruction except by a written change order accepted by Seller. Seller may reject any requested change or condition acceptance on revised pricing, lead times, minimums, testing, validation, or additional deposits.

3. Minimums; Deposits; Custom Components.

Seller may impose minimum order quantities, case quantities, run sizes, and production campaigns for White-Label Products. Buyer shall prepay or reimburse Seller for all custom packaging, tooling, plates, labels, molds, dies, cartons, inserts, and other custom components. All such items are noncancelable and nonreturnable once ordered by Seller.

4. Ownership.

(a) Buyer retains ownership of Buyer’s trademarks and final artwork solely to the extent created by Buyer and supplied to Seller.

(b) Seller retains all right, title, and interest in and to all Seller IP, manufacturing methods, processes, know-how, formulas developed by or for Seller, improvements, and all work product not expressly identified in a signed writing as Buyer-owned.

(c) Unless expressly stated in a signed writing, no exclusivity is granted, and Seller may manufacture or sell the same or similar products for itself or for third parties.

5. Excess and Obsolete Inventory.

Upon expiration, termination, or cancellation of any White-Label Product program or Order, Buyer shall purchase at Seller’s invoice price all finished goods, work-in-process, raw materials, custom packaging, and custom components then held by or committed for Buyer that are not readily usable for Seller’s other customers or programs.

6. Compliance and Claims.

Buyer is solely responsible for all label claims, marketing claims, dosage statements, directions for use, consumer-facing statements, and legal review of Buyer-branded materials. Buyer shall indemnify the Seller Indemnified Parties against all Losses arising from Buyer-branded materials, Buyer claims, Buyer specifications, or Buyer’s instructions.

7. White-Label Recalls.

Without limiting Section 13, Buyer shall bear all costs of any recall, withdrawal, relabeling, hold, customer notification, or corrective action arising from Buyer specifications, Buyer-branded materials, Buyer claims, Buyer-supplied ingredients or components, or any post-transfer act or omission of Buyer or any third party.