Terms of Services

These Wholesale Purchase Terms and Conditions (“Agreement”) govern all purchases madefrom Cloud Wholesale (“Seller”).By placing an order, approving an invoice or estimate, or submitting payment, the purchasingbusiness (“Buyer”) agrees to be bound by the terms set forth below.

1. Transaction AcknowledgmentThis transaction is a business-to-business commercial transaction and not a consumer sale. Buyerrepresents that all products are being purchased for resale or commercial business use.Buyer acknowledges that consumer protection laws applicable to retail consumer purchases may notapply to this commercial transaction.

2. All Sales Final: Except as expressly provided in this Agreement, Seller does not accept returns, refunds, exchanges, orcancellations after payment has been received. This includes, but is not limited to:Unsold inventoryOver-orderingMarket conditionsRegulatory changesBuyer purchasing errorBuyer acknowledges and agrees that once payment is submitted and accepted, the order is consideredfinal.

3. Delivery of the Product(s): Orders may not be canceled once payment has been received and the order has entered processing orfulfillment. Any requested changes or cancellations must be approved by Seller in writing and may bedenied at Seller’s sole discretion

4.Payment Terms: Unless otherwise approved in writing by Seller, all orders are Payment in Advance or Payment UponPurchase. Orders paid by check will not be processed, fulfilled, or shipped until the payment has fullycleared Seller’s bank. If a check is returned due to insufficient funds or any other reason:Buyer will be responsible for a $75 returned check fee (or the maximum allowed by law), andany applicable bank or administrative fees.Seller reserves the right to suspend Buyer’s account or require wire transfer or other guaranteedpayment methods for future orders.A Finance Charge of 2% per month will be added to all Accounts 30 days old, which is an APR of 24% applied to all previous Balance.

5.Payment Disputes: Buyer agrees to contact Seller directly to resolve any payment concerns prior to initiating a dispute witha bank or payment processor.If a payment dispute or chargeback is initiated after confirmed delivery of goods, Seller reserves theright to:Suspend or terminate Buyer’s accountDeny future ordersPursue recovery of the outstanding balance, associated fees, collection costs, and reasonableattorneys’ fees as permitted by law.Carrier delivery confirmation may be used as evidence of delivery.

6. Processing and Shipping: Standard order processing time is 1–3 business days, unless otherwise communicated.Orders involving:Custom sourcingExclusive strain procurementWhite-label manufacturing or other special productionMay require extended processing timelines.Shipping timeframes provided by Seller or carriers are estimates only and are not guaranteed.Seller is not responsible for delays caused by:CarriersWeather eventsRegulatory inspectionsIncorrect shipping information provided by BuyerEvents beyond Seller’s reasonable control.

7. Risk of Loss and TitleTitle and risk of loss transfer to Buyer once the shipment has been delivered to the carrier for transport.Seller shall not be responsible for any loss, theft, delay, or damage occurring during transit once theshipment has been accepted by the carrier.

8. Product Inspection and AcceptanceBuyer must inspect all products immediately upon receipt.Any claims related to shipping damage, shortages, or incorrect items must be reported to Seller within48 hours of delivery.Failure to report such issues within this timeframe will constitute acceptance of the shipment asdelivered.

9. Force MajeureBuyer is solely responsible for ensuring compliance with all applicable local, state, and federal laws andregulations relating to the purchase, possession, resale, marketing, and distribution of the productspurchased.Seller shall not be responsible for regulatory restrictions or changes affecting Buyer’s ability to resell or distribute products.

10. Disclaimer and Limitation of Liability: All products are provided “AS IS” and “AS AVAILABLE.”To the fullest extent permitted by law, Seller disclaims all warranties, whether express or implied,including any implied warranties of merchantability or fitness for a particular purpose.Seller’s total liability arising from any order shall not exceed the amount paid by Buyer for the specificorder giving rise to the claim.In no event shall Seller be liable for:Lost profits, Business interruption, Indirect damages, Incidental damages, Consequential damages

11. Governing Law: This Agreement shall be governed by and interpreted under the laws of the Texas, without regard toconflict-of-law principles.Any legal action or proceeding arising from this Agreement shall be brought exclusively in the courtslocated in Texas, and the parties consent to jurisdiction in that venue.The prevailing party in any dispute shall be entitled to recover reasonable attorneys’ fees and costs

12.. Acceptance of Terms: Buyer acknowledges that submission of payment, approval of an invoice or estimate, or placement of anorder constitutes full acceptance of these Terms and Conditions