STANDARD TERMS AND CONDITIONS OF SALE

 These STANDARD TERMS AND CONDITIONS OF SALE (together with any agreement or contract to which they apply, this “Agreement”) govern the sale of goods and/or services (collectively, “Products”) from Cultiv8 Paris Mfg Inc or Sterling Pharms Inc (“C8”) to any entity or individual that purchases Product from C8 (“Customer”). These STANDARD TERMS AND CONDITIONS OF SALE (together with any agreement or contract to which they apply, this “Agreement”). By placing an order for any Product, or making a purchase, return or other transaction with C8, Customer is deemed to agree to the terms of this Agreement.

1. C8’s prices and terms in effect at the time of collection shall apply.

2. In addition to the purchase price, the Customer shall pay to C8, all governmental taxes, excise tax, fees, surcharges and/ or other charges (except taxes on or measured by net income of C8) that C8 may be required to pay with respect to the sale or transportation of any goods tendered for delivery hereunder, except where prohibited by applicable law.

3. C8’s tender of delivery of goods hereunder at the request of Customer shall be an unqualified acceptance and waiver by Customer.

4. Customer shall send a duly licensed representative of Customer to collect the Goods from C8’s business address. The Goods shall be deemed delivered when Customer has accepted the goods at the above-referenced location. Customer acknowledges that the removal of goods from the C8 premises shall be an unqualified acceptance and waiver by Customer of any and all claims with respect to such goods unless the Customer. The Customer assumes all risks and liability for the results obtained by the use of goods delivered hereunder, regardless of whether such goods are used in combination with other machinery or substances.

5. Goods will be prepared for pickup only on instructions from Customer. If Customer has two or more contracts in effect, at the time of shipping, shipping instructions from the earlier contract will apply.

6. Risk of loss shall pass to Customer upon tender of delivery of products to Customer pursuant to its instructions.

7. Neither C8, nor the cultivator shall be liable to Customer or any third party for special, indirect, incidental, exemplary, or consequential damages, or for damages in the nature of penalties. Neither C8, nor the cultivator shall be liable to Customer, its employees or agents, by way of indemnification or contribution, or to customers of Customer, if any, or any third party, for any damages, sums of money, claims or demands whatsoever, resulting from or by reason of, or arising out of the use or misuse, or the failure to follow label warnings or instructions for use, of the goods sold by C8 to Customer. The Customer's or user's exclusive remedy, and C8 and the cultivator’s total liability to Customer or user shall be for damages not exceeding the purchase price of the goods with respect to which such claims are made.

8. WARRANTY DISCLAIMER: THE GOODS SOLD TO YOU UNDER THIS AGREEMENT ARE FURNISHED "AS IS" BY C8. C8 MAKE NO WARRANTIES, GUARANTEES, OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, C8 HEREBY EXPLICITLY DISCLAIM ALL WARRANTIES, GUARANTEES AND REPRESENTATIONS OF ANY KIND TO CUSTOMER OR USER, OR TO ANY THIRD PARTY, EITHER EXPRESS OR IMPLIED, OR ARISING BY USAGE OF TRADE, OR COURSE OF DEALING OR PERFORMANCE OR OTHERWISE, WITH REGARD TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR USE OR ELIGIBILITY OF THE PRODUCTS FOR ANY PARTICULAR TRADE USAGE. CUSTOMER OR USER AGREE THAT THE TERMS CONTAINED HEREIN ARE BARGAINED FOR TERMS AND CONDITIONS.

9. Unless otherwise specified, Cultiv8 Paris Mfg Inc (“C8”) invoices are due immediately upon collection. Accounts 30 or more days past due will be placed on COD status until the account balance is current. A late fee and a finance charge at the rate of 18% APR (Annual Percentage Rate) will be assessed on all invoices and finance charges not paid by the due date. If the account incurs finance charges, Customer agrees that all subsequent payments or credits will be applied first to past due finance charges and second to outstanding invoice balances. If account becomes past due and legal action to collect the debt is taken, Customer agrees to pay all reasonable attorney's fees and costs of collection. Customer also agrees to and understands that a crop or other lien or may be assessed on any balances at any time. Customer understands that it will not be provided with further Product if that would result in the Customer being extended credit in excess of the approved credit amount. The effectiveness of the goods sold, or other unintended consequences, may result because of such factors as (but not limited to) the presence of unfavorable geologic or weather conditions, or the manner of use or application, all of which are beyond the control of C8. All such risks shall be assumed by Customer or user. Customer agrees that it, its agents, and users are responsible for determining the nature and use of the goods sold and their suitability for any particular use.

10. If C8 invoice is outstanding for more than 30 days, upon request of C8 and not less than once annually, Customer agrees to provide C8 with current financial statements, the prior year’s tax returns for Customer and all guarantors or any other financial information reasonably requested by so long as Customer has any outstanding obligations with C8. Customer authorizes C8 to contact banks, financial institutions, credit agencies, U.S. Department of Agriculture Farm Service Agency office, State and local Marijuana Enforcement divisions, references, and other credit sources as C8 shall deem appropriate to verify information provided by Customer.

11. Customer represents, warrants and agrees that (a) it will load, handle, store, sell, transport, use and/ or dispose of Products in compliance with all applicable federal, state, local and other laws and regulations, and in compliance with any applicable product specification sheet or similar document; (b) it is familiar with the characteristics, qualities and uses of any Product it purchases and Customer is not relying on C8 or any of their agents to select the Product suitable for any particular purpose or to achieve a particular result; (c) it is not relying on any representation, statement or promise from C8 or their agents; (d) the individual entering into this Agreement or submitting a purchase order on behalf of Customer has full authority to do so on Customer’s behalf and to provide information to C8; (e) this Agreement, any prepayment agreement and each purchase order, is Customer’s legal, valid, binding and enforceable obligation; and (f) it has not received any legal, tax or accounting advice from C8, and C8 shall have no liability for Customer’s failure to secure any particular tax benefits or accounting treatment with respect to this Agreement.

12. No party shall be responsible for delays due to causes or contingencies beyond its control, including, but not limited to, acts of God, the elements, actions of government, strikes, fires, floods, pandemics, war, civil commotions, and embargoes. The party asserting an excuse or delay in performance hereunder shall notify the other party in writing of the basis therefor within a reasonable time after it becomes aware of such a condition. Nothing in this provision shall excuse Customer from its obligations to make timely payment.

13. With respect to all purchases made by Customer from C8, this Agreement shall be governed and construed by the laws of the State of California. C8, and Customer expressly agree to exclude application of the United Nations Convention on Contracts for the International Sale of Goods. This Agreement, C8 invoices and any prepayment agreement contain all of the terms and agreements governing C8’s sale of Products to Customer, and supersede all prior understandings, statements, or agreements about that subject (none of which are binding or may be relied on). This agreement shall not be altered or amended, or deemed to be altered or amended, by any representation or statement of an agent or employee of C8, nor by usage of trade, course of dealing, or course of performance between or by the Customer and C8. No person or agent on behalf of C8 has any authority to make recommendations contrary to those on the label of the Product sold and delivered.

14. Consent to Jurisdiction, Venue, and Selection of Forum regarding purchases from C8: With respect to any action to enforce or interpret this Agreement and regarding purchases by Customer from C8, or otherwise arising out of or relating to this Agreement and regarding purchases by Customer from C8, each party (i) consents and submits to personal jurisdiction and venue in the Courts of Los Angeles County, State of California (referred to as the “Court”); (ii) waives any and all objections to jurisdiction and venue in the Court; and (iii) waives any objection that the Court is an inconvenient forum. Each party further agrees that jurisdiction and venue concerning any legal or equitable action to enforce or interpret this Agreement, or otherwise arising out of this Agreement, shall rest exclusively in the Courts of Los Angeles County, State of California, so that any such action shall be brought and defended in the Court.

15. Grant of Security Interest: When extending credit, C8 require as security for any obligations and liabilities of Customer to C8 a lien on the Products. Customer hereby acknowledges and grants C8, respectively, a security interest in the following assets ("Collateral"): All inventory sold by C8 shall be held in trust on behalf of C8 throughout its entire lifecycle, and the proceeds of the same, up to and including the total amount outstanding to C8 and any of its affiliates or subsidiaries. In the event of a shortfall in proceeds C8 shall be entitled to elect the Collateral of its choosing to fulfil Customer’s obligations. Customer authorizes C8, to file a UCC financing statement giving notice of the security interest granted hereby and to file and record any other lien notice, including with any county recorder or county register of deeds, as it may deem appropriate.

16. C8 may file a UCC-1 Financing Statement giving notice of the security interest granted hereby, with a similar notice to any country register of deeds it deems appropriate.

17. This Agreement is legal and binding between the Parties as stated above. The Parties each represent that they have the authority to enter into this Agreement. This Agreement represents the entire agreement between the Parties. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable. If the Parties desire to change, or modify any term, they shall do so in writing to be signed by both parties. Each Party and its legal counsel have had an opportunity to review, negotiate and draft the terms of this Agreement.  The rule of construction that any ambiguities are to be resolved against the drafting Party shall not be employed.

18. If Customer fails to pay any invoice when due, Customer shall pay a late fee of 1.5% of the total outstanding balance. In addition to the late fee Customer shall pay interest on the amount due until paid at the rate of 0.0493% per day or 18% per annum or, if less, the highest rate allowable by law. Customer further agrees to pay all collection costs, including reasonable attorney fees and expenses.

19. This Agreement cannot be assigned by Customer without the express written consent of C8, respectively. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

20. The waiver of any of the terms of this Agreement by any party will not be a waiver of any subsequent failure to comply fully with or perform the same or any other terms of this Agreement.

21. C8 may assign any debt owed to either of them by Customer to a third party. C8 may share information on credit with third parties.