1. YOUR RIGHTS AND OBLIGATIONS

a) THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY.

b) BY PLACING AN ORDER FOR PRODUCTS FROM THIS WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS.

c) YOU MAY NOT ORDER OR OBTAIN PRODUCTS FROM THIS WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS AND CONDITIONS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH TOP SEEDZ LLC, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, GOODS OR SERVICES BY APPLICABLE LAW.

d) These terms and conditions (these “Terms of Sale”) apply to the purchase and sale of products through www.topseedz.com (the “Site”). These Terms of Sale are subject to change by Top Seedz LLC (referred to as “Top Seedz”, “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. The latest version of these Terms of Sale will be posted on the Site, and you should review these Terms of Sale before purchasing any product that is available through the Site. Your continued use of the Site after a posted change in these Terms of Sale will constitute your acceptance of and agreement to such changes.

e) These Terms of Sale are an integral part of the Website Terms of Use https://topseedz.com/policies/terms-of-service that apply generally to the use of our Site. You should also carefully review our Privacy Notice before placing an order for products through this Site (see Section 8).

2. Order Acceptance and Cancellation.

You agree that your order is an offer to buy, under these Terms of Sale, all products listed in your order. All orders must be accepted by us or we will not be obligated to sell the products to you. We may choose not to accept any orders in our sole discretion. After having received your order, we will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between Top Seedz and you will not take place unless and until you have received your order confirmation email. You have the option to cancel your order at any time before we have sent your order confirmation email by visiting https://topseedz.com/ or calling our Customer Service Department at 716-270-9702.

3. Prices and Payment Terms.

a) All prices posted on this Site are subject to change without notice. The price charged for a product will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. Posted prices do not include taxes or charges for shipping and handling. All such taxes and charges will be added to your merchandise total and will be itemized in your shopping cart and in your order confirmation email.

b) Terms of payment are within our sole discretion and payment must be received by us before our acceptance of an order. Top Seedz uses Shopify, a third party vendor, to process payments made by customers for the products. We do not collect or process payment information internally. Shopify collects payment method information (such as credit or debit card number, of bank account information, purchase amount, date of purchase and, in some cases, information about the products). You can learn about how Shopify collects and processes data at https://www.shopify.com/legal/privacy. We recommend that you review this privacy policy.

4. Shipments; Delivery; Title and Risk of Loss.

a) We will arrange for shipment of the products to you. Please check the individual product page for specific delivery options. Shipping will be charged to you in accordance with our Shipping Policy https://topseedz-h6oikfafgat.gorgias.help/en-US/contiguous-usa-1981257.

b) Title and risk of loss pass to you upon our transfer of the products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments.

5. Returns and Refunds.

We will accept a return of the products for a refund of your purchase price, less the original shipping and handling costs, provided such return is made within thirty (30) days of shipment. To return products, you must obtain a Return Merchandise Authorization (“RMA”) number from our Returns Department by sending an email to info@topseedz.com. No returns of any type will be accepted without an RMA number.

You are responsible for all shipping and handling charges on returned items. You bear the risk of loss during shipment.

Refunds are processed within approximately three (3) business days of our receipt of your merchandise. Your refund will be credited back to the same payment method used to make the original purchase on the Site. WE OFFER NO REFUNDS ON ANY PRODUCTS DESIGNATED ON THIS SITE AS NON-RETURNABLE.

6. Limited Warranty.

Top Seedz warrants that, when shipped, the Products will materially match Top Seedz’s written specifications and applicable labels, and will not be adulterated or misbranded under applicable federal food laws. This warranty does not cover Products that are misused, improperly transported, stored, handled, displayed, processed, repackaged, relabeled, modified, combined with other products, contaminated after shipment, kept past shelf life or best-by dates, or used contrary to Top Seedz’s written instructions or industry practices. You must notify Top Seedz in writing of any warranty claim within five (5) business days after discovery and before the earlier of the shelf life or best-by date. EXCEPT FOR THIS EXPRESS WARRANTY, TO THE FULLEST EXTENT PROVIDED BY LAW, TOP SEEDZ HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

7. Limitation of Liability.

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL TOP SEEDZ, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR PURCHASE OF ANY PRODUCT, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF TOP SEEDZ AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE AMOUNT YOU HAVE PAID TO TOP SEEDZ IN THE LAST TWELVE (12) MONTHS FOR THE APPLICABLE PRODUCT OUT OF WHICH LIABILITY AROSE.

The limitation of liability set out above does not apply to liability resulting from our gross negligence or willful misconduct.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

8. Privacy.

We respect your privacy and are committed to protecting it. Our Privacy Notice https://topseedz.com/policies/privacy-policy governs the processing of all personal data collected from you in connection with your purchase of products through the Site.

9. Force Majeure.

Neither party will be responsible for failure or delay of performance if caused by: any pandemic, quarantine, an act of war, hostility, or sabotage; act of God; electrical, Internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

10. Governing Law and Jurisdiction.

All matters arising out of or relating to these Terms of Sale are governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of New York.

Any legal suit, action, or proceeding arising out of, or related to, these Terms of Sale shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the City of Buffalo and County of Erie. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

11. Assignment.

You will not assign any of your rights or delegate any of your obligations under these Terms of Sale without our prior written consent. Any purported assignment or delegation in violation of this Section 11 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms of Sale.

12. No Waivers.

The failure by us to enforce any right or provision of these Terms of Sale will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of Top Seedz.

13. No Third-Party Beneficiaries.

These Terms of Sale do not and are not intended to confer any rights or remedies upon any person other than you.

14. Notices.

a) To You. We may provide any notice to you under these Terms of Sale by: (i) sending a message to the email address you provide or (ii) by posting to the Site. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting. It is your responsibility to keep your email address current.

b) To Us. To give us notice under these Terms of Sale, you must contact us as follows: (i) by email transmission to info@topseedz.com; or (ii) by personal delivery, overnight courier or registered or certified mail to Top Seedz LLC, 101 Oak Street, Suite 105, Buffalo, NY 14203. We may update the email address or address for notices to us by posting a notice on the Site. Notices provided by personal delivery will be effective immediately. Notices provided by email or overnight courier will be effective one business day after they are sent. Notices provided by registered or certified mail will be effective three business days after they are sent.

15. Severability.

If any provision of these Terms of Sale is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms of Sale and will not affect the validity or enforceability of the remaining provisions of these Terms of Sale.

16. Entire Agreement.

Our order confirmation, these Terms of Sale, our Website Terms of Sale of Use and our Privacy Notice will be deemed the final and integrated agreement between you and us on the matters contained in these Terms of Sale.