Terms of Sale

1. Applicability

These Terms of Sale ("Terms") govern all purchases of Products from GACP LLC ("GACP"), a New York limited liability company. By placing an order, the Buyer agrees to these Terms. These Terms supplement and are in addition to the general Terms of Service. In the event of conflict, these Terms of Sale shall prevail with respect to product purchases.

2. Buyer Eligibility

Products are sold exclusively to:

• Registered businesses, formulators, manufacturers, and qualified trade accounts;
• Individuals or entities who are at least eighteen (18) years of age (or twenty-one (21) years of age where required by applicable state or local law); and
• Buyers located in jurisdictions where the purchase, possession, and use of the specific Product ordered is lawful.

GACP reserves the right to refuse any order and to require verification of business registration, intended use, or regulatory compliance status at its sole discretion.

3. Orders, Acceptance & Cancellation

3.1 All orders placed through gacp.llc or via direct communication constitute offers to purchase. No order is binding until confirmed by GACP via written order confirmation. GACP reserves the right to reject any order for any reason, including but not limited to concerns about regulatory compliance, product availability, or Buyer eligibility.

3.2 Cancellation. The Buyer may cancel a confirmed order without charge at any time before shipment by notifying GACP in writing. Once a Product has been tendered to the carrier, cancellation is not available and the Buyer's remedies are governed by the Refund & Returns Policy.

4. Pricing & Payment

4.1 All prices are quoted in United States Dollars (USD) and are exclusive of applicable taxes, duties, and shipping charges unless otherwise stated.

4.2 GACP reserves the right to update pricing at any time. The price in effect at the time of order confirmation shall apply.

4.3 Payment is due at the time of order unless alternative payment terms have been agreed in writing. Accepted payment methods are as specified on the website at the time of checkout.

5. Shipping & Delivery

5.1 Shipping Terms. Unless otherwise agreed in writing, all Products are shipped FOB Origin (Albany, New York). Title and risk of loss transfer to the Buyer upon delivery to the carrier. GACP will provide reasonable assistance with carrier claims for shipments damaged in transit.

5.2 Delivery Estimates. Estimated delivery dates are provided in good faith and are not guaranteed. GACP is not liable for delays caused by carriers, weather, customs, or other events beyond its reasonable control.

5.3 International Shipments. For shipments outside the United States, the Buyer is solely responsible for compliance with all import regulations, duties, taxes, and documentation requirements in the destination country. GACP makes no representation regarding the legality of any Product in any jurisdiction outside the United States.

6. Inspection & Acceptance

The Buyer shall inspect all Products promptly upon receipt. Products are deemed accepted unless the Buyer notifies GACP of a non-conformance or defect within the time periods specified in the Refund & Returns Policy.

7. Product Specifications & Certificates of Analysis

All Products are sold in accordance with the specifications set forth on the accompanying Certificate of Analysis (CoA). The CoA represents GACP's sole warranty regarding product composition, purity, and identity. Buyer acknowledges that natural botanical products may exhibit minor variations in color, aroma, and texture between batches, provided that analytical specifications remain within the parameters stated on the CoA.

8. Intended Use & Buyer Responsibilities

8.1 Products are sold as raw materials and ingredients for further processing, formulation, or research. Unless specifically designated otherwise, Products are not sold as finished consumer goods.

8.2 The Buyer is solely responsible for:

• Determining the suitability of any Product for the Buyer's intended application;
• Compliance with all applicable federal, state, local, and international laws and regulations governing the purchase, possession, use, labeling, and sale of the Product and any finished goods incorporating the Product;
• Obtaining all necessary licenses, permits, and approvals required in the Buyer's jurisdiction; and
• Ensuring that any finished product incorporating GACP materials complies with applicable labeling, safety, and regulatory requirements.

9. Resale Restrictions

9.1 Products purchased from GACP are intended for use in the Buyer's own manufacturing, formulation, or research operations. Resale of Products directly to consumers in their raw-ingredient form is not authorized without GACP's prior written consent.

9.2 The Buyer shall not use GACP's name, trademarks, logos, or Certificates of Analysis in any marketing, labeling, or promotional materials in a manner that is misleading, that implies endorsement by GACP of the Buyer's finished products, or that misrepresents the nature or origin of the Buyer's goods.

10. Export Controls & Sanctions

The Buyer shall comply with all applicable export control laws, trade sanctions, and embargo regulations of the United States, including those administered by the Bureau of Industry and Security (BIS) and the Office of Foreign Assets Control (OFAC). The Buyer shall not export, re-export, or transfer any Product in violation of such laws.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GACP'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO ANY ORDER SHALL NOT EXCEED THE PURCHASE PRICE PAID BY THE BUYER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL GACP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, REGARDLESS OF THE THEORY OF LIABILITY.

12. Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THE CERTIFICATE OF ANALYSIS, ALL PRODUCTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." GACP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

13. Indemnification

The Buyer agrees to indemnify, defend, and hold harmless GACP, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Buyer's use of any Product; (b) any finished product manufactured by or for the Buyer incorporating GACP materials; (c) the Buyer's breach of these Terms; or (d) the Buyer's violation of any applicable law or regulation.

14. Force Majeure

Neither party shall be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics, government actions, embargoes, sanctions, war, terrorism, labor disputes, carrier delays, supply chain disruptions, or regulatory changes affecting the availability or legality of specific Products. The affected party shall provide prompt notice and resume performance as soon as reasonably practicable.

15. Governing Law, Jurisdiction & Jury Waiver

15.1 These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions.

15.2 Any dispute arising under these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in Albany County, New York.

15.3 Jury Waiver.

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR ANY TRANSACTION CONTEMPLATED HEREBY.

16. Severability

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

17. Amendments

GACP reserves the right to modify these Terms at any time. The version in effect at the time of order confirmation shall apply to that order. Continued use of the website and placement of orders after modifications constitutes acceptance of the revised Terms.