Sales

- Seller (Earthstar) shall confirm Buyer’s purchase contract and terms by email or other written communication

- Delivery of goods shall be made by Seller per terms of contract in a timely fashion, which may be adjusted or delayed by written communications between parites, and include accepted adjustments to any delivery schedule or time performance

- Goods shall be packaged and labeled by Seller in various secure containers (ie. – drums, cans, crates) deemed by Seller in order to securely deliver them and maintain cleanliness and purity of material, unless otherwise requested by Buyer

- Seller warrants that goods specified under Buyer’s purchase contract shall adhere to stated terms, and agrees to replace said goods, if otherwise, in a prompt and timely manner at same contract price. Seller agrees to incur additional expenses in order to meet this warrant. No return shipments will be accepted for exchange without written request by Buyer and corresponding acceptance by Seller. No cancellations or returns will be accepted on any proprietary or custom-made material whatsoever, unless Buyer allows Seller to replace goods as stated

- No cancellation of contract by Buyer shall be allowed for any reasons of convenience, or any other reason not directly related to and able to be remedied as per the means stated above, unless said cancellation is made within 48 hours of issuance of contract by Buyer. In the event of such cancellation, Seller may elect to negotiate and reach an equitable settlement or remediation of contract with Buyer, provided they agree on revisions to contract, delivery schedule, or other compensation offered by Buyer in exchange for termination of their contract

- Seller shall invoice Buyer upon advised acceptance of goods and final weights, including any adjustments to contract price or qualities they may agree to per Settlement or other statement

- Payment for goods shall be made against invoice, per terms of the contract. Depending on the nature of said contract, this may or may not include various offsets or countered items, which may include, among others, shipping costs, storage, additional processing work and outside lab fees

- Force Majeure – If, by reason of fire, flood, explosion, accident, act of God, request or requirement of a governmental agency, failure of systems directly related to fulfillment of contract (ie. – closure of roads or trucking and transportation services; power outages) or procurement of goods, or necessary processing of goods, that is beyond the immediate and direct control of Seller (Earthstar), Seller may give written notice to Buyer of the needs to cancel or suspend delivery of goods, either in whole or in part.


Purchases

-Purchase Contract supersedes prior communications, oral or written agreements, inducements or conditions between buyer and seller. No past practices or previous purchases shall be materially relevant to a Purchase Order, unless specifically stated therein. No additions to, amendments, or modifications of any of the terms and conditions of a Purchase Order shall be effective unless stated in writing and signed by buyer and seller.

- EARTHSTAR RESERVES THE RIGHT TO CANCEL A PURCHASE CONTRACT WITHIN 48 HOURS OF SELLER'S ACCEPTANCE, AND PRIOR TO SHIPPMENT, WITH NO RECOURSE TO SELLER.

- All material received for purchase by Buyer (Earthstar) shall be subject to initial inspection, sortation and final inspection, after any processing of materials and assessment of value of material and any offsetting costs.

- All material received by Buyer shall, generally, closely conform to the written purchase order (contract) issued to Seller, and shall strictly conform to any written instructions or specifications stated. Any non-conformance deemed substantial by Buyer shall be advised to Seller within One Week of receipt, and any potential downgrades of quality, adjustments to price, or return of goods, shall be advised to Seller within that time. Final disposition, including grading, price, or return of goods shall be advised to Seller in writing at time of Buyer’s settlement of delivered material.

- Delivery of goods shall be made, per terms of purchase contract, to the designated physical warehouse or facility where Buyer will receive the material, and/or operate grading, processing, and repackaging operations from.

- Packaging of goods by Seller shall be of sufficient nature to secure goods to pallets, or within drums or crates. No bulk loads are accepted at any of our facilities.

- Seller shall provide and itemized invoice to Buyer upon acceptance of Buyer’s settlement, including any agreed offsets to values or terms. In some cases, a written email confirmation of Buyer’s settlement shall be accepted, in lieu of an invoice.

- Payment shall be made conditional upon final acceptance of goods by Buyer, which may be subject to outstanding offsets or counterclaims which arose before, after, or during an individual purchase contract. Final acceptance of goods by Buyer may, in some cases, which shall be stated in advance to Seller by Buyer in their purchase contract , also be subject to acceptance of goods and/or various conditions required by Buyer’s customer.

- Seller agrees to replace non-conforming materials, goods, or shipment thereof, with goods that are in conformance to Buyer’s purchase order, per stated above.

- Force Majeure – (reference definition and terms above in “Sales”) shall adhere.