Terms and Conditions for Open Book Extracts

Overview

This website is operated by Open Book Extracts. Throughout the site, the terms “we,” “us,” and “our” refer to Open Book Extracts. By accessing or using this website, you agree to be bound by these Terms and Conditions, including all policies and conditions referenced herein. These Terms apply to all users, including without limitation users who are browsers, vendors, customers, merchants, and contributors of content.

1. Sale and Purchase of Products

By placing an order (“Order”) through this website or otherwise, you agree to purchase the products described in the Order, subject to these Terms and Conditions. Once submitted, Orders may not be canceled or modified without prior written consent from Open Book Extracts. Any modification, cancellation, or reduction in the quantity or dollar amount of an Order may result in fees or charges to indemnify Open Book Extracts for any loss.

2. Online Store Terms and Use of Website

By agreeing to these Terms and Conditions, you confirm that you are at least the age of majority in your jurisdiction. You agree to use the website and its content only for lawful purposes and not to transmit any harmful code or otherwise violate the rights of Open Book Extracts or third parties. Any breach of these Terms will result in immediate termination of access to services, with possible additional legal action.

3. Payment and Delivery Terms

The price and applicable delivery terms for each Order shall be as specified at the time of purchase or as otherwise agreed in writing. Open Book Extracts will not ship products until payment has been received, unless otherwise explicitly agreed in writing. All payments must be made in U.S. currency and may be subject to additional fees, including but not limited to, currency conversion, processing, or transfer fees, where applicable. Open Book Extracts reserves the right to require interest or collection fees on any past-due amounts and may suspend or terminate any unfulfilled Order for non-payment.

4. Product Descriptions, Accuracy, and Availability

We strive to display our products and services as accurately as possible. However, we do not guarantee that all product descriptions, prices, images, or other content are entirely accurate, complete, or free of errors. Open Book Extracts reserves the right to correct any errors, inaccuracies, or omissions, including after an Order has been submitted, and to change or update information without prior notice. Additionally, product availability is subject to change without notice, and we reserve the right to discontinue any product or service at any time.

5. Modifications to Pricing and Services

Prices for products and services are subject to change at any time without notice, at our sole discretion. Open Book Extracts reserves the right to modify or discontinue any service or product (or any part thereof) at any time. We shall not be liable to you or any third party for any modification, price change, suspension, or discontinuance of a product or service.

6. Billing and Account Information

You agree to provide and maintain current, complete, and accurate billing and account information, including your name, address, email, and payment information, for all Orders. Open Book Extracts reserves the right to refuse, limit, or cancel any Order if there is suspicion of fraud or any breach of these Terms. If any order is canceled, we may attempt to notify you using the contact information provided at the time of purchase. We may also limit or prohibit orders that appear to be placed by resellers or distributors without prior written approval.

7. Confidentiality Obligations

You agree to keep confidential any nonpublic information, data, and materials disclosed to you by Open Book Extracts, including but not limited to proprietary information and technical data. Disclosure of such information to third parties is prohibited unless specifically authorized in writing by Open Book Extracts or as required by law. Any unauthorized disclosure or misuse of confidential information will result in liability for damages and may lead to further legal action.

8. Intellectual Property Rights

All rights, title, and interest in and to any intellectual property associated with our products, including formulations, processes, methodologies, and proprietary information, remain solely with Open Book Extracts. By purchasing our products, you receive a limited right to use the products solely for personal or approved commercial purposes, and not for reverse engineering, reproduction, or the creation of derivative works. Unauthorized use of our intellectual property will result in termination of this agreement and may be subject to further legal action.

9. Buyer Representations and Warranties

• You warrant that you will promptly pay the Purchase Price and any other amounts due to Open Book Extracts under the Purchase Order, these Terms and Conditions, or otherwise.
• You warrant that you have the necessary authority to enter into the Purchase Order and these Terms and Conditions.
• You warrant that all information provided to Open Book Extracts is true and accurate and acknowledges that Open Book Extracts is relying upon such information in relation to the provision of the Products.
• You warrant that any manufacturing or packaging supplies or containers, such as bottles and boxes, that you provide to Open Book Extracts from any source, shall be of good quality and free of any materials or chemicals which would alter or contaminate in any way Open Book Extracts’ Products and shall not infringe upon, violate, or misappropriate the intellectual property rights of any person.
• You hereby acknowledge Company’s reliance on your representations as to the safety and quality of any supplies provided by you for Open Book Extracts’ use in fulfilling any contract for the production or sale of Products to you.
• You acknowledge and warrant that you will package any product intended for human use made with or derived from the Products with all required warning labels and label disclosures relating to cannabinoid content in the jurisdictions of intended sale.
• You will use commercially reasonable efforts, which shall be no less than those efforts required to comply with applicable law, to restrict the sale of products intended for human use containing the Products to individuals who are at least 21 years of age.
• You warrant that you have obtained all necessary consents, approvals, authorizations, permits, and licenses from any third parties necessary for you to perform your obligations under this Agreement and that you will perform your obligations under this Agreement in compliance with all applicable federal, state, and local laws, regulations, and ordinances.
• You will comply with all applicable laws and regulations regarding the transfer, handling, packaging, sale, use or other disposition of the Products and any containers filled under or containing Products sold under the Purchase Order and these Terms and Conditions.
• You will comply with any and all export control laws or regulations of the United States or any other applicable export control laws or regulations, including, but not limited to, the Export Administration Regulations (EAR) and any Office of Foreign Asset Control (OFAC) prohibitions as those laws or regulations relate to the goods and services that are the subject of this contract.
• You will obtain any necessary licensing required to perform its obligations arising from this contract under any export control law or regulation and you will not require performance hereunder prior to providing proof of any required license.
• You will not require the performance of this contract in such a manner that would violate any export control law or regulation of the United States or any other applicable export control law or regulation.
• You will refrain from providing, or offering to provide, anything of value to anyone in furtherance of this contract that would violate the United States Foreign Corrupt Practices Act (“FCPA”), 15 U.S.C. §§ 78dd-1 et seq.
  

10. Work In Progress Hemp Extract

The 2018 Farm Bill permits the production and marketing of "hemp", defined as "the plant Cannabis sativa L. and any part of that plant, including the seeds thereof and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a delta-9 tetrahydrocannabinol concentration of not more than 0.3% on a dry weight basis." To produce hemp-derived finished goods for consumers, the cannabinoids naturally occurring in the hemp plant must be extracted. During extraction, the cannabinoids are concentrated, but the DEA presently has no regulations or published policies specifically covering the treatment of hemp extracts that have more than 0.3% THC before being diluted into finished goods. Hemp biomass that is extracted and reaches THC concentrations above 0.3% in the finished goods manufacturing supply chain has not been and is not expected to be a subject of DEA enforcement (see Hemp Industries Association v. DEA, No. 21-5111 (D.C. Cir. 2022)), as long as there is no potential for diversion of the product for use as marijuana before it is diluted back down in the production of finished goods. This would suggest that work-in-progress hemp extract above 0.3% THC by dry weight should be transferable between processing facilities as long as there are controls in place to mitigate against diversion to improper purposes.

We hereby attest that the hemp extract we are providing was derived from hemp which tested at or below 0.3% THC by dry weight at the time it was approved for harvest, and is therefore compliant with the 2018 Farm Bill and applicable federal regulations. The hemp extract we derived from the compliant hemp may test above 0.3% THC. We have taken mitigating measures (chain of custody documentation) to ensure that the work-in-progress hemp extract has not been diverted. 

You warrant that you will be manufacturing hemp-derived products in compliance with applicable law, so that the work-in-progress hemp extract is only an intermediary and unintentional step in the process of manufacturing hemp-derived products.

You also warrant that you have measures in place to prevent diversion of work-in-progress hemp extract and will ensure that any products produced with Products testing over 0.3% THC by dry weight will be either (a) shipped to a processor or manufacturer for further processing who has attested that the Products will only be used to produce products that contain less than 0.3% THC by dry weight or (b) if sold to consumers will contain less than 0.3% THC by dry weight, as supported by a COA of the completed products to be made available upon request.

11. Limited Warranty; Disclaimer of Other Warranties

Open Book Extracts provides a limited warranty that the products will materially conform to the product specifications provided at the time of sale. Except for the limited warranty, all products are sold “as is” without any other warranties, whether express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. You acknowledge that any reliance on the quality or suitability of the products is at your own risk.

12. Limitation of Liability

To the fullest extent permitted by law, Open Book Extracts shall not be liable for any incidental, consequential, or punitive damages, including but not limited to lost profits or lost revenues. Our liability for direct damages, if any, shall be limited to the amount you paid to Open Book Extracts for the products under the Order. In no event shall Open Book Extracts be liable for damages arising from causes beyond our reasonable control.

13. Indemnification

You agree to indemnify, defend, and hold harmless Open Book Extracts, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, liabilities, damages, losses, costs, or expenses (including reasonable attorneys’ fees) arising from your breach of these Terms and Conditions or your use of the website or the Products.

14. Prohibited Uses

In addition to other prohibitions set forth in these Terms and Conditions, you are expressly prohibited from using the website or its content for any unlawful purposes, to solicit others to engage in unlawful activities, to violate any applicable laws or regulations, to infringe upon Open Book Extracts' intellectual property, to transmit malicious code, or to otherwise interfere with the security of the website.

15. Force Majeure

Neither party shall be held responsible for any delay or failure in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, government restrictions, strikes, pandemics, or supply chain disruptions.

16. Security Agreement

You hereby grant Open Book Extracts a continuing purchase money security interest in all Products sold or delivered to you (collectively, the “Collateral”) to secure the full payment of the Purchase Price of the Products and all of your other obligations to Open Book Extracts. You authorize Open Book Extracts to file all financing statements, continuation statements, and other documents necessary or desirable to establish, perfect, maintain, preserve, and enforce Open Book Extracts’ security interest in the Collateral.

17. Severability

If any provision of these Terms and Conditions is deemed invalid, illegal, or unenforceable, that provision shall be severed, and the remaining provisions will continue in full force and effect.

18. Non-Exclusivity

Buyer acknowledges and agrees that this is not an exclusive agreement or a requirements contract and Company is free to produce and sell its Products, or any other goods and products, to others.

19. Assignment

Neither party shall assign its rights, interests, or obligations hereunder without the prior written consent of the other party. These Terms and Conditions are made only to benefit the parties hereto; there are no third-party beneficiaries.

20. Entire Agreement

These Terms and Conditions, along with any referenced policies or agreements, constitute the entire agreement between you and Open Book Extracts regarding the use of the website, purchase of products, and supersede any prior agreements or understandings.

21. Amendments

No amendment or modification to these Terms shall be effective unless in writing and signed by both parties. Open Book Extracts reserves the right to update these Terms periodically; any changes will be effective upon posting to the website.

22. Dispute Resolution and Arbitration

Any disputes arising out of or relating to these Terms and Conditions, including any Orders, shall be resolved exclusively through confidential, individual, binding arbitration, in accordance with the simplified rules of arbitration as set forth by the American Arbitration Association. In the event the parties are unable to mutually agree upon and select the single arbitrator to serve in this matter within 30 calendar days of the commencement of the subject arbitral proceeding, then the Clerk of Superior Court of Wake County shall have the authority to select the arbitrator, with such Cerk of Court being bound by the provisions of this section.

The exclusive venue for such arbitration shall be Raleigh, Wake County, North Carolina, and the parties hereto waive any and all defenses relating to venue and jurisdiction over the person. All questions of law shall be decided in accordance with the laws of North Carolina. 

By agreeing to arbitration, both parties waive any right to trial by jury and to participate in any class action related to this agreement. Further, unless Buyer and Company agree otherwise, the arbitrator may not consolidate more than one Buyer’s claims and may not otherwise preside over any form of a representative or class proceeding. In the event that any provision of this agreement to arbitrate is held invalid or unenforceable, all other terms within the agreement to arbitrate shall remain in full force and effect.

23. Governing Law

These Terms and Conditions and any disputes arising out of them are governed by the laws of North Carolina, United States, without regard to its conflicts of law principles.

24. Consent to Electronic Agreement

By electronically accepting this document, you consents to the Purchase Order and these Terms and Conditions, and the parties agree that such action shall be your electronic signature. Furthermore, the parties agree that electronic signatures, electronic records, and electronic documents shall be given full force and effect, as if they were original, hand-executed documents. The parties agree that the Electronic Signatures in Global and National Commerce Act and the Uniform Electronic Transaction Act shall apply to the Purchase Order and these Terms and Conditions.

25. Contact Information

If you have questions about these Terms and Conditions, please contact us at info@openbookextracts.com.