These Terms and Conditions (“Terms”) govern all products listed for sale by The Hi Collection LLC (“Hi Seltzers”) on its website, term sheets, or offer of any kind and the product’s end use by any persons or entities purchasing or agreeing to purchase such products (“Buyer”). All references to “Buyer” shall include all parent(s), subsidiaries and affiliates of the entity. Hi Seltzers and Buyer may be referred to individually as a “Party” and collectively as “Parties”.  

The sale of Hi Seltzer’s products is expressly conditioned upon Buyer’s acceptance of these Terms and Conditions. Buyer’s agreement to purchase or purchase request is deemed acceptance of these Terms and Conditions. 

1. Taxes and Associated Costs 

Buyer shall be responsible for any and all taxes arising in connection with Buyer purchases and sales of Hi Seltzer products including, but not limited to, sales tax, excise tax, Buyer income tax, duties, tariffs and/or any other governmental charge. 

2. No Modifications 

Buyer warrants it will not make any changes, additions, or other modifications to Hi Seltzers products, excepting any use by end-user. Buyer further warrants Hi Seltzer’s products packaging will not be removed or altered other than by the end-user. 

3. WARRANTEES 

TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, HI SELTZER MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR OTHERWISE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT, ADVICE OR TESTIMONIAL PROVIDED BY HI SELTZER OR ANY OF HI SELTZER’S AGENTS, EMPLOYEES OR BUYERS WILL CREATE A WARRANTY.  

4. LIMITATION OF LIABILITY 

HI SELTZER SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL SPECIAL OR CONTINGENT DAMAGES WHATSOEVER, WHETHER ARISING OUT OF BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORIES OF LAW, WITH RESPECT TO THE WEBSITE OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, HI SELTZER SHALL HAVE NO LIABILITY FOR PENALTIES, SPECIAL OR PUNITIVE DAMAGES, DAMAGE FOR LOST PROFITS OR REVENUES, LOSS OF USE OF MATERIALS, OR FOR ANY OTHER TYPES OF ECONOMIC LOSS.  

5. COMPLIANCE WITH LAW 

BUYER EXPRESSLY WARRANTS THAT IT HAS ALL APPLICABLE LICENSES IN ANY JURISDICTION WHERE IT CONDUCTS BUSINESS LEGALLY PERMITTING BUYER TO HOLD, TRANSFER OR SELL INDUSTRIAL HEMP PRODUCTS OFFERED AND SOLD BY HI SELTZER. BUYER SHALL PROVIDE EVIDENCE OF LICENSURE OR ANY OTHER COMPLIANCE DOCUMENTATION UPON REQUEST. 

BUYER EXPRESSLY WARRANTS THAT IT WILL COMPLY WITH ALL LAWS, STATUTES, REGULATIONS, JUDICIAL OR GOVERNMENTAL RESTRICTIONS, CODES AND ORDINANCES, WHETHER LOCAL, STATE OR FEDERAL, APPLICABLE TO BUYER’S PURCHASE, POSESSION AND USE OF HI SELTZER’S PRODUCTS AND AGREES TO DEFEND, INDEMNIFY AND HOLD HI SELTZER HARMLESS FOR ANY AND ALL CLAIMS, DEMANDS, SUITS AND LIABILITIES ARISING FROM BUYER’S FAILURE TO COMPLY WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS, RULES AND REGULATIONS, INCLUDING THE PAYMENT OF REASONABLE ATTORNEYS’ FEES, EXPERT WITNESS FEES, COSTS AND EXPENSES. BUYER SHALL IMMEDIATELY PROVIDE HI SELTZER A COPY OF ALL COMMUNICATIONS RECEIVED FROM OR SENT TO ANY REGULATORY BODY THAT PERTAINS TO HI SELTZER’S PRODUCTS. 

6. Governing Law and Jurisdiction 

All matters arising out of or relating to these Terms and purchase of Hi Seltzer’s products are exclusively governed by and construed in accordance with the laws of the State of Kentucky without giving effect to any choice or conflict of law provision or rule (whether of the State of Kentucky or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Kentucky. 

7. Arbitration 

Any controversy or claim arising out of or relating to these Terms and use of the Website shall be settled by arbitration in Kentucky administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. 

8. Changes 

No provision of any verbal or written correspondence or any other document exchanged by the parties shall alter or add to any of the terms of these Terms unless both parties expressly consent to such additional or replacement terms or conditions in writing. No Agreement shall be deemed accepted by Hi Seltzer unless confirmed in writing. 

9. Severability.    

If any of these Terms, or the application of these Terms, in whole or in part, are invalid or unenforceable to any extent, the remainder of these Terms, other than those portions determined to be invalid or unenforceable, shall not be affected, and the remaining Terms or portions thereof shall be valid and enforceable to the fullest extent permitted by law.   

10. Complete Agreement 

These Terms embody the complete agreement and understanding between the parties relating to the purchase of Hi Seltzer’s products. These Terms supersede and preempt any and all prior understandings, agreements or representations by or between the parties, whether written or oral, relating to the subject matter hereof in any way. Either Party’s failure to enforce any of these provisions shall not be construed as a waiver of such provisions and shall not affect the right of such Party to enforce each and every provision hereof in accordance with its terms.