Wholesale Terms of Sale

NEXT CENTURY HEALTH, LLC WHOLESALE TERMS & CONDITIONS OF SALE
(FOR NEXT CENTURY HEALTH, LLC PRODUCT RESELLERS)

These wholesale terms and conditions of sale (“Wholesale Terms”) govern the sale by NEXT CENTURY HEALTH, LLC, a Nevada limited liability company (“Next Century Health”) of Next Century Healths’ products through the https://nextcenturyhealth.com website and/or by e-mail order, to purchasers for resale.

GENERAL DISCLAIMER

BY PLACING AN ORDER WITH NEXT CENTURY HEALTH FOR THE WHOLESALE PURCHASE OF PRODUCTS THROUGH THE https://nextcenturyhealth.com WEBSITE OR BY E-MAIL ORDER, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER AND OF LEGAL AGE TO FORM A BINDING CONTRACT WITH EXTRACT LABS AND MEET ALL NEXT CENTURY HEALTHS’ WHOLESALE PURCHASER ELIGIBILITY REQUIREMENTS.

THE STATEMENTS MADE REGARDING NEXT CENTURY HEALTHS’ PRODUCTS HAVE NOT BEEN EVALUATED BY THE FOOD AND DRUG ADMINISTRATION. THE EFFICACY OF NEXT CENTURY HEALTHS’ PRODUCTS HAS NOT BEEN CONFIRMED BY FDA-APPROVED RESEARCH. NEXT CENTURY HEALTHS’ PRODUCTS ARE NOT INTENDED TO DIAGNOSE, TREAT, CURE OR PREVENT ANY DISEASE. ALL INFORMATION PRESENTED HERE IS NOT MEANT AS A SUBSTITUTE FOR OR ALTERNATIVE TO INFORMATION FROM HEALTHCARE PRACTITIONERS. PLEASE CONSULT YOUR HEALTHCARE PROFESSIONAL ABOUT POTENTIAL INTERACTIONS OR OTHER POSSIBLE COMPLICATIONS BEFORE USING ANY PRODUCT. THE FEDERAL FOOD, DRUG AND COSMETIC ACT REQUIRES THIS NOTICE.

THC DISCLAIMER

NEXT CENTURY HEALTHS’ COMPOUNDS WILL NOT CONTAIN HIGHER LEVELS OF THC. THE CBD ISOLATE IS INTENDED FOR RESALE BY YOU, THE WHOLESALE PURCHASER AT A LEGAL PRODUCT LIMIT (<.3% or less).

NEXT CENTURY HEALTHS’ PRODUCTS WILL CONTAIN THE ALLOWABLE LIMIT OF .3% THC OR LESS. ALL NEXT CENTURY HEALTHS’ CBD PRODUCTS WILL BE SENT WITH A CERTIFICATE OF ANALYSIS UNLESS OTHERWISE SPECIFIED.

YOU EXPRESSLY REPRESENT AND WARRANT THAT YOU UNDERSTAND AND WILL COMPLY WITH ALL LAWS, STATUTES, REGULATIONS, JUDICIAL OR GOVERNMENTAL RESTRICTIONS, CODES AND ORDINANCES, WHETHER LOCAL, STATE OR NATIONAL, APPLICABLE TO YOUR RESALE OF NEXT CENTURY HEALTHS’ COMPOUNDS AND/OR PRODUCTS AND AGREE TO DEFEND, INDEMNIFY AND HOLD NEXT CENTURY HEALTH HARMLESS FOR ANY AND ALL CLAIMS, DEMANDS, SUITS AND LIABILITIES ARISING FROM YOUR FAILURE TO COMPLY WITH ALL FEDERAL, STATE AND LOCAL LAWS, RULES AND REGULATIONS APPLICABLE TO YOUR RESALE OF NEXT CENTURY HEALTHS’ COMPOUNDS AND PRODUCTS (INCLUDING THE PAYMENT OF REASONABLE ATTORNEYS’ FEES, EXPERT WITNESS FEES, COSTS AND EXPENSES).

1. Governing Provisions. These Wholesale Terms apply to all sales of Next Century Healths’ products offered to purchasers for resale (each, a “Purchaser”) whether purchased through the https://nextcenturyhealth.com website and/or by e-mail order, and constitute the complete and final agreement between you and Next Century Health with respect to your purchase of Next Century Health products for resale. Next Century Healths’ acceptance of any order you place is expressly conditional upon your assent to and acceptance of these Wholesale Terms. No additional or different terms or conditions, including any such contained in any email, purchase order, purchase acknowledgment, invoice or other form or correspondence will be of any force or effect, and Next Century Health hereby objects to such additional or different terms or conditions.
2. Order Acceptance and Cancellation. You agree that your order is an offer to buy, under these Wholesale Terms, all products listed in your order. All orders must be accepted by Next Century Health, in its sole discretion, otherwise, Next Century Health will not be obligated to sell the ordered products to you. Upon receipt of your order, we will send you a confirmation email with your order number and details of the products you have ordered. Acceptance of your order and the formation of the contract of sale between Next Century Health and you will not occur 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 calling the Next Century Healths' Customer Service Department at (702) 483-7898.
3. Prices and Payment Terms.
   • All prices posted on the Next Century Healths' website 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 changes (Next Century Healths' prices do not increase often and, will sometimes decrease) will only apply to orders placed after such the effective date of such changes. In any event, Next Century Health is not responsible for pricing, typographical, or other errors in our website pricing and/or confirmation e-mail; Next Century Health reserves the right to cancel any orders arising from such errors.
   • Payment is due at the time you place your order for Next Century Health Products. Payment terms may be arranged at the sole discretion of Next Century Health (please contact Next Century Health at (702) 483-7898 for information on net terms). Next Century Health may withhold or cancel scheduled shipments at any time that any portion of your payment or account with Next Century Health is overdue. Next Century Health accept VISA, MasterCard, and American Express® for all purchases. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete; (ii) you are duly authorized to use such credit card for the purchase; (iii) charges incurred by you will be honored by your credit card company; and (iv) you will pay charges incurred by you at the listed prices, including all applicable taxes, if any. (Currently, Next Century Health also accepts cashier’s checks, money orders, and, ACH or wire transfer with proof, acceptable to Next Century Health, of account and payment authorization).
   • Any tax, fee or charge of any nature whatsoever imposed by any governmental authority on or measured by the transaction between Next Century Health and you, excluding business income or franchise taxes imposed on Next Century Health, shall be paid by you in addition to the prices quoted or invoiced. However, Next Century Health will not apply taxes when provided with a valid and current exemption certificate.
4. Shipments; Delivery; Title and Risk of Loss.
   • At your option and request, Next Century Health will arrange for shipment of purchased products, however, all shipping and handling charges are the responsibility of and for your account. Next Century Health is not liable for any delays in shipments regardless of the cause or circumstance.
   • Title and risk of loss to the purchased products pass to you upon Next Century Healths’ transfer of the purchased products to the carrier. Shipping and delivery dates are estimates only and cannot be guaranteed. Again, Next Century Healthis not liable for any delays in shipments regardless of the cause or circumstance. Insurance against such contingencies or losses is available for purchase, however, the cost of such insurance is the Customer’s responsibility and for the Customer’s account.
   • Claims for shortages or other errors in delivery must be made immediately after receipt of a shipment.
5. Returns and Refunds. Next Century Health will not make any refunds on purchases of Next Century Health products or compounds. Exchanges may be permitted under certain limited circumstances and with the prior authorization from Next Century Health (such as in the case of the shipment of a defective product or incorrect product sent) please call (702) 483-7898 for information. Inspect each shipment immediately upon receipt. If upon inspection, you observe any problems with the shipment, such as broken, damaged, leaking product packaging or incorrect quantities of ordered products or compounds, DO NOT TAMPER WITH THE SHIPMENT OR ITS CONTENTS AND CONTACT NEXT CENTURY HEALTH IMMEDIATELY AT (702) 483-7898 TO REPORT ANY ISSUES. Next Century Health will not accept for return any products or compounds that have been tampered with.
6. Changes. Next Century Health may, without notice or other obligation to you, at any time make such changes in its products and/or compounds as Next Century Health deems appropriate. Next Century Health may also discontinue offering of any product at any time, upon such notice as Next Century Health deems appropriate, but otherwise without obligation to you.
7. Products Sold “As Is,” “Where Is,” “Where Available;” Limitation of Remedy.
   • ALL PRODUCTS PURCHASED FROM THE WEBSITE OR BY E-MAIL ORDER ARE SOLD ON AN “AS IS,” “WHERE-IS,” AND “WHERE AVAILABLE” BASIS WITH NO WARRANTY, EXPRESSLY WRITTEN OR IMPLIED.
   • NEXT CENTURY HEALTH EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
   • NEXT CENTURY HEALTHS’ RESPONSIBILITY FOR DEFECTIVE PRODUCTS IS LIMITED TO PRODUCT REPLACEMENT, PURCHASE PRICE REFUND OR PRODUCT EXCHANGE, AT THE OPTION OF NEXT CENTURY HEALTH. NEITHER ANY PERFORMANCE OR OTHER CONDUCT, NOR ANY ORAL OR WRITTEN INFORMATION, STATEMENT, ADVICE OR TESTIMONIAL PROVIDED BY US OR ANY OF OUR AGENTS, EMPLOYEES OR CUSTOMERS WILL CREATE A WARRANTY. THE REMEDIES OF PRODUCT REPLACEMENT, PURCHASE PRICE REFUND OR PRODUCT EXCHANGE, AT THE OPTION OF NEXT CENTURY HEALTH, ARE YOUR SOLE AND EXCLUSIVE REMEDIES AND NEXT CENTURY HEALTHS’ ENTIRE OBLIGATION AND LIABILITY FOR ANY DEFECTIVE PRODUCTS.
8. Consequential Damages and Other Liability. NEXT CENTURY HEALTH 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 PRODUCTS SOLD BY NEXT CENTURY HEALTH, OR ANY UNDERTAKINGS, ACTS OR OMISSIONS RELATING THERETO. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEXT CENTURY HEALTH SHALL HAVE NO LIABILITY FOR PENALTIES, SPECIAL OR PUNITIVE DAMAGES, DAMAGE FOR LOST PROFITS OR REVENUES, LOSS OF USE OF MATERIALS, COST OF SUBSTITUTE GOODS, OR FOR ANY OTHER TYPES OF ECONOMIC LOSS.
9. Compliance with Law. You shall ensure that all products purchased by you from Next Century Health are sold in compliance with all laws, statutes, regulations, judicial or governmental restrictions, codes and ordinances, whether local, state or national. You shall immediately provide to Next Century Health a copy of all communications received from or sent to any regulatory body that pertains to the products purchased by you from Next Century Health. You shall be responsible for, and shall defend, indemnify and hold Next Century Health and its affiliates harmless from and against, any demands, claims, suits, liabilities and damages (including reasonable attorneys’ fees, expert witness fees, costs and expenses) for products purchased by Company and resold in violation of your obligations hereunder.
10. Notices
    • To You We may provide any notice to you under these Wholesale Terms by: (i) sending a message to the email address you provide; or (ii) by posting to the Web Site. Notices sent by email will be effective when Next Century Health sends the email and notices Next Century Health provides by posting will be effective upon posting. It is your responsibility to keep your email address current.
    • To Extract Labs To give us notice under these Wholesale Terms, you must contact us as follows: (i) by e-mail to support@nextcenturyhealth.com; or (ii) by personal delivery, overnight courier or registered or certified mail to: NEXT CENTURY HEALTH, LLC 3441 N. Jones Blvd, Las Vegas, NV 89108. We may update the e-mail address or address for notices to us by posting a notice on the Web Site. Notices provided by personal delivery will be effective immediately. Notices provided by transmission-mail 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.
11. Severability. If any provision of these Wholesale Terms shall for any reason be held unenforceable, such provision shall be deemed deleted and replaced by an enforceable provision which, insofar as possible, achieves the same economic and other benefits for the parties as the severed provision was intended to achieve, and the remaining provisions of these Wholesale Terms shall continue in full force and effect.
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 NEXT CENTURY HEALTH, LLC.
13. 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 12 is null and void. No assignment or delegation relieves you of any of your obligations under these Terms of Sale.
14. Governing Law and Jurisdiction. All matters arising out of or relating to these Terms are exclusively governed by and construed in accordance with the laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Nevada. You and Next Century Health hereby irrevocably submit to the jurisdiction of any Nevada state or federal court of the united states sitting in Las Vegas, Nevada.
15. Entire Agreement. These Terms of Sale, our Website Terms of Use and our Privacy Policy will be deemed the final and integrated agreement between you and us on the matters contained in these Terms of Sale.

Effective: August 7th, 2019