CANN WHOLESALE PORTAL

TERMS & CONDITIONS

LAST UPDATED: February 10, 2023

All sales of products made by SOCALI Manufacturing, Inc. (“the Company,” “Us,” “Our,” and/or “We”) to you (the “Retailer”) through wholesale.drinkcann.com (“Cann Wholesale Portal”) are governed by these Wholesale Terms and Conditions  (“Wholesale T&Cs”), as well as the Company’s Terms & Conditions and Privacy Policy.  In the event of any conflict between a term in these Wholesale T&Cs and a term in the Terms & Conditions and/or Privacy Policy, the terms within these Wholesale T&Cs shall prevail as it pertains solely to the purchase of products through the Cann Wholesale Portal.

Please read these Wholesale T&Cs thoroughly before submitting an application for an account on the Cann Wholesale Portal.  Do not submit an application for an account to the Cann Wholesale Portal unless you understand these Wholesale T&Cs and agree to abide by them. Retailer understands, acknowledges, and agrees that submission of an application for an account to the Cann Wholesale Portal and/or any purchase of products from Company through the Cann Wholesale Portal constitutes acceptance by Retailer of these Wholesale T&Cs and the Company’s Terms & Conditions and Privacy Policy.  Company reserves the right to amend or modify these Wholesale T&Cs at any time at its sole discretion. The failure of Company to exercise or enforce any right or provision of these terms and conditions of sale shall not constitute a waiver of such right or provision.

The section titles in these Wholesale T&Cs are for convenience only and have no legal or contractual effect. These Wholesale T&Cs as set forth in this document supersede the terms and conditions of Retailer’s order(s) and will govern all transactions (including any future transactions) between Retailer and Company regarding products sold through the Cann Wholesale Portal.

DEFINITIONS

“Applicable Laws” includes the federal, state, and local laws, rules, and regulations which govern the conduct of Retailer’s business and the possession, handling, storage, distribution, sale, and/or transfer of the Products within the state, county, city, municipality, and/or territory where Retailer receives, holds, stores, markets, offers for sale, sells, and/or otherwise carries out any commercial activity regarding, the Products.

“CBD” shall mean cannabidiol.

“Hemp” shall have the same meaning as set forth in 7 U.S.C. § 1639o(1): “The term ‘hemp’ means 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 percent on a dry weight basis.”

“Products” shall mean all the “CANN”-branded beverage products sold through the Cann Wholesale Portal that are infused with THC that is derived only from Hemp.

“THC” shall mean delta-9 tetrahydrocannabinol.

1. RETAILER’S ACKNOWLEDGMENT OF HEMP-DERIVED THC PRODUCTS; WAIVER OF CLAIMS

Notwithstanding anything to the contrary set forth in these Wholesale T&Cs, Retailer acknowledges that (a) the Products contain THC and CBD that is derived from Hemp, which has not been approved by the United States Food and Drug Administration (the “FDA”) for use in food and beverages as of the time of Retailer’s purchase of the Products through the Cann Wholesale Portal; and (b) current federal, state and local laws, rules and regulations, including, without limitation, the United States Food, Drug, and Cosmetics Act (“FDAC”), are currently being revised from the applicable regulatory bodies’ historical stance with respect to the use of Hemp derived THC and CBD in beverages, and guidance in that regard is currently lacking. 

Retailer hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of Company and its affiliates that Retailer will not sue (at law, in equity, in any proceeding or otherwise) Company and/or its affiliates with respect to any claim arising out of, or relating to, the fact that the Products contain Hemp, THC, CBD, and/or THC and/or CBD that is derived from Hemp, and Retailer hereby further absolutely, unconditionally and irrevocably waives any and all such claims that Retailer may, or believes it may, have as to Company and its affiliates.

1. RETAILER REPRESENTATIONS, WARRANTS, AND COVENANTS REGARDING THE PRODUCTS

Retailer represents and warrants to, and covenants with, the Company as follows:

1. Retailer will not promote, market, solicit, offer for sale, and/or sell the Products to any consumer under the age of twenty-one (21).
2. Prior to completing any sale of Products to any consumer at Retailer’s retail store location(s), Retailer will verify ““ through a valid government-issued identification document containing at least a photo, current address, signature and a unique number or barcode assigned to the consumer ““ that the consumer intending the purchase the Products is not under the age of twenty-one (21).
3. Retailer will not sell the Products outside of the state (including to any consumer located outside of the state) that the Products were shipped to Retailer in.
4. Retailer will only sell the Products through brick-and-mortar retail locations, and will not sell the Products through any website, any online auction site, or online marketplace (e.g., eBay, Amazon, or other similar sites).  If Retailer intends to sell the Products through a website that is owned and/or operated by Retailer, it may do so only with express, written consent and approval by the Company (which the Company expressly reserves the right to revoke at an time) and at all times subject to these Wholesale T&Cs, including but not limited to the other representations, warrants, and covenants set forth in this Section 2.
5. Retailer will only sell the products to individual retail consumers and will not sell and/or distribute the Products at wholesale to other entities, stores, retail locations, wholesale distributors, and/or businesses. If Retailer intends to sell the Products at wholesale to businesses, it may do so only (i) with express, written consent and approval by the Company (which the Company expressly reserves the right to revoke at an time), (ii) at all times subject to these Wholesale T&Cs, including but not limited to the other representations, warrants, and covenants set forth in this Section 2, (iii) if it requires any purchasers to agree, in writing, to abide by, and confirm with, the requirements set forth in these Wholesale T&Cs, including but not limited to the other representations, warrants, and covenants set forth in this Section 2, and (iv) subject to any other conditions Company may require of Retailer.  
6. Retailer will not, prior to the sale of Products to any consumers, alter, modify, or materially change the Products (including but not limited to the Product primary packaging, secondary packaging, and/or labeling) from the form that the Products were in when shipped to Retailer.
7. Retailer shall operate its business, including but not limited to with respect to the sale of the Products, at all times in material compliance with Applicable Laws.

1. INDEMNIFICATION

Retailer shall indemnify and hold harmless Company, its parent, affiliates, subsidiaries, and their respective officers, directors, members, employees, attorneys, insurers and agents (“Company Indemnities”), from and against all losses, claims, damages or other costs of any nature or kind whatsoever (“Claims”) arising directly or indirectly out of (i) the breach of these Wholesale T&Cs, including but not limited with respect to any warranty, representation, or covenant set forth in Section 2 herein or otherwise; (ii) the negligence or intentional misconduct of Retailer; (iii) any quality or condition of or inherent defect introduced into the Products by Dora’s after the time of delivery to Dora’s and that would not exist but for actions taken by Dora’s, including but not limited to any imperfection, substandard quality, contamination, packaging, processing or other condition relating to the Products; or (iv) any material violation of Applicable Law by Retailer, its officers, employees, agents or contractors.  Such indemnity shall include, but not be limited to, reasonable expenses, attorneys’ fees, court costs and other expenses of investigation, litigation and settlement of any such matter subject to indemnification.

1. WARRANTIES; LIMITATION OF LIABILITY

COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPEC TO THE PRODUCTS AND ANY MATERIALS, INTELLECTUAL PROPERTY, AND/OR INFORMATION RELATED THERETO, OR THAT THE USE OR SALE OF THE PRODUCTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, SERVICE MARK, OR OTHER RIGHTS.

Retailer agrees that COMPANY is not liable for any misuse or misrepresentations of the PRODUCTS Retailer or the final retail purchaser or consumer, and RETAILER agrees to indemnify and hold harmless COMPANY INDEMNITIES for any CLAIMS relating to and/or arising from such conduct or actions.

RETAILER AGREES THAT COMPANY is not liable or responsible for suitability of THE PRODUCTS our for a particular application, merchantability, purpose, or any injury, loss, or damage, direct or consequential, arising out of the use or inability to use the Products. Retailer and its final retail purchaser or consumers assume all risk, responsibility and liability for use of the Products.

1. SAMPLES

Company will make every attempt to accommodate reasonable requests for sample Products at no charge to Retailer (“Samples”). Company has no obligation to provide Samples, and Samples will be provided to Retailer at the sole discretion of Company and only upon sufficiently completing an application for an account to the Cann Wholesale Portal to the Company’s satisfaction.  To request a Sample please contact us at info@drinkcann.com.

1. CHANGES TO PRICING AND PRODUCTS 

The Products (and prices of the Products) are subject to change without notice. All Products will be shipped/delivered at the prices in effect at the time of placement of the an order by Retailer on the Cann Wholesale Portal. Company reserves the right, at its sole discretion, to change ingredients, packaging and included documentation.  All orders for Products are subject to availability.

1. SHIPPING ERRORS AND RETURNS

Any claimed issues by Retailer with respect to orders, shipping, and/or delivered Products must be brought to the attention of the Company via highthere@drinkcann.com within five (5) days after delivery of the Products to the address provided by Retailer.  In the event that Retailer notifies Company of an issue related to potential defects regarding the Products within the time frame and manner set forth above, Company will use commercially reasonable efforts to work with Retailer towards a potential solution, including potential a refund, credit against future orders, or otherwise.

Consumable items, such as the Products, cannot be returned unless they are damaged wrongly shipped to Retailer.  Due to the nature of such product, we cannot resell or refurbish the Product for resale, and therefore cannot accept returns for non-damaged items. Company reserves the right to require Retailer to destroy or dispose of any damaged Products as opposed to shipment of damaged Products back to Company or its designee.

Company shall not be liable for defects resulting from Products goods being stored or used where unsuitable environmental conditions prevail or which have been subject to abnormal degrees of temperature, humidity, light, strain, treatment, or other factors that can materially impact the quality of the Products.

Retailer agrees that Company shall bear risk of loss for the Products until such Products are in the possession of the third-party shipping and/or courier service used to transport the Products to Retailer and, at that point, risk of loss for the Products shall pass to Retailer.  In the event there are any issues with shipment of the Product after risk of loss passes to Retailer but before the Products are delivered to the address provided by Retailer, Company may, in its sole discretion, work with Retailer to resolve any potential issues regarding such Products.  

1. PROPRIETARY PROMOTIONAL MATERIALS

Company may, at its sole discretion, make available certain of the Company’s proprietary intellectual property, including but not limited to images and/or brand assets (“Promotional Materials”) that Retailer may request for in-store promotional support of the Products.  To the extent Company provides Retailer any Promotional Materials, Company grants to Retailer a non-exclusive, non-transferable, non-sublicensable, license, to use such Promotional Materials solely within Retailer’s permitted retail locations that the Products are shipped to pursuant to these Wholesale T&Cs and on Retailer-owned social media accounts, only for the limited purpose of promoting the Products, and only to the extent Retailer is permitted by Company to have access to the Cann Wholesale Portal (“Limited License”).  No rights to the Promotional Materials (or any intellectual property of Company) are conveyed or licensed to Retailer for any activities or conduct outside the scope of the Limited License, and the Limited License shall be immediately revoked if Retailer utilizes or attempts to utilize any of the Promotional Materials outside the permissible scope of the Limited License.  These Wholesale T&Cs confer no license or rights by implication, estoppel, or otherwise under any intellectual Property of the Company.

Under no circumstance shall Retailer make any statement, claim, or representation that Retailer is affiliated with authorized, endorsed, or sponsored by, or otherwise has any relationship with Company other than as a purchaser of the Products from the Company.

1. RIGHT TO REFUSE ORDERS; ACCESS TO CANN WHOLESALE PORTAL

Retailer acknowledges and agrees that Company reserves the right to refuse to process or accept any requested orders of Products by Retailer and to terminate Retailer’s access to the Cann Wholesale Portal for any reason, in Company’s sole discretion. 

1. CONFIDENTIALITY

Materials and/or information provided to Retailer by Company through use of the Cann Wholesale Portal is confidential (“Confidential Information”) and for the use of the Retailer only. Publishing, revealing, or disseminating the Confidential Information by Retailer to third parties is strictly prohibited. Failure to preserve Confidential Information will result in the immediate termination and removal of Retailer from the Cann Wholesale Portal.

1. CHANGES TO WHOLESALE T&CS

Company may amend these Wholesale T&Cs at any time in its sole discretion. If Company does so, it will post the modified Wholesale T&Cs. The modifications will be effective immediately following a notice to you. You agree to review these Wholesale T&Cs periodically so that you are aware of any modifications. Continued purchasing of the Products via the Cann Wholesale Portal following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.