Acceptance of Terms and Conditions of Sale: By placing an order with Motif Labs Ltd. (“Motif”), you (the “Supplier”) agree to be bound by these Terms and Conditions of Sale. Motif shall not be bound by any other terms and conditions, regardless of whether Supplier tenders terms and conditions with a Purchase Order (“Order”) or otherwise. These Terms and Conditions of Sale supersede all prior purchase orders, invoices, undertakings, negotiations, and discussions whether written or oral with respect to the Goods unless specifically agreed to in writing by Motif. These Terms and Conditions of Sale can only be modified by a signed mutual agreement negotiated between the parties.


Acceptance: An Order is not binding until it is either fully executed by both parties, Supplier issues an invoice for such Order or begins performing its obligations under the Order. Once accepted, the parties are bound to the terms herein and therein. For certainty, nothing in any Order binds or obligates Motif to meet or make any minimum purchase or future purchase obligations.


Amendment and Modification: No change to an Order and/or these Terms is binding upon either party unless it is express and in writing, specifically states that it amends the Order and/or these Terms and is duly signed by an authorized representative of both parties. For certainty, nothing in any invoice or purchase order or Supplier shall amend any Order, these Terms, or the Terms of Use unless expressly approved by Motif in writing. For certainty, Motif may amend the Terms of Use at any time.


Delivery Date and Delivery Location: Supplier shall deliver the Goods in the quantities and on the Delivery Date(s) specified in the applicable Order or as otherwise agreed in writing by the parties at the Delivery Location specified in the applicable Order or as otherwise agreed in writing by the parties during normal business hours.


Shipping and Pickup Terms: Unless otherwise agreed by the parties in writing, the Good shall be delivered on an EXW (Incoterms 2020) basis at the Delivery Location. Title to the Goods shall transfer upon delivery.


Payment Terms: Motif shall pay the applicable purchase price in accordance with the terms specified in the applicable Order.


Currency: Unless otherwise agreed in writing, all payments must be stated (and payments made) in Canadian dollars.


Certificate of Analysis: All Goods delivered to Motif shall be accompanied by a Certificate of Analysis, if required under the quality agreement (as may be entered into from time to time), obtained by Supplier, at Supplier’s sole cost, related to such Goods. For the purposes of this Agreement, “Certificate of Analysis” means, with respect to any Goods, the certificate of analytical testing issued by a laboratory for the purposes of testing the Goods in accordance with the Quality Agreement and including determining that the Goods meet the applicable Quality Standards.


Quality Standards: Supplier represents and warrants to Motif at the time Supplier accepts any Order and at the Delivery Date, that the Goods: (a) were produced, stored, packaged, labelled and transported in compliance with all applicable law; (b) are safe for Motif’s intended use and fit for their intended purpose; (c) conform to the Certificate of Analysis, if applicable; (d) are of merchantable quality and free from any and all material defects; (e) the Goods have not been treated by Supplier with any pest control product unless the product is registered for use on cannabis under the Pest Control Products Act (Canada), (f) the Goods were produced by Supplier in compliance with Good Production Practices as defined in the Cannabis Act (Canada) and in accordance with all other requirements of Applicable Law and have been approved for wholesale by Supplier’s quality assurance person and (g) at the time that Supplier transfers the Goods to Motif, Supplier is the owner of the Goods with good title to the Goods free from any encumbrance and Supplier has all requisite authorizations required under Applicable Law to complete such transfer (collectively, the “Quality Standards”).

“Applicable Law” means any applicable federal, provincial, state, municipal and local laws, treaties, statutes, ordinances, judgments, decrees, injunctions, writs, certificates and orders, by-laws, rules, regulations, ordinances, or other requirements of any Governmental Authority having the force of law; and any applicable guideline, directive, rule, standard, requirement, policy, information letter, order, judgment, injunction, award or decree of a Governmental Authority.

“Governmental Authority” means: (i) any multinational or supranational body or organization, nation, government, state, province, country, territory, municipality, quasi-government, administrative, judicial or governmental authority, agency, board, body, bureau, commission, instrumentality, court or tribunal or any political subdivision thereof, or any central bank (or similar monetary authority) thereof, any taxing authority, and any ministry or department or agency of any of the foregoing, including Health Canada and similar government ministries in other jurisdictions; (ii) any self-regulatory organization or stock exchange; (iii) any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government; and (iv) any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of such entities or other bodies pursuant to the foregoing.


Rejection and Return: In the event of a claim of non-conformance with the Quality Standards or Applicable Law, Motif shall confirm the non-conformance by providing Supplier a copy of Motif’s test results or other details evidencing the Goods’ non-conformance. Motif may thereafter, at its option, return the non-conforming Goods for: (a) replacement with an equal quantity of conforming Goods;(b) a full refund for such non-conforming Goods (which shall include all taxes and shipping costs incurred by Motif) or (c) Motif may destroy the non-conforming goods and Supplier will be responsible for all costs related to the destruction of such Goods.


Representations and Warranties: Supplier and Motif each represent, warrant and covenant to each other now and at the time of each Order that (a) it is duly incorporated or formed under the laws of its jurisdiction of incorporation or formation and has the corporate or other power and authority to enter the applicable Order and perform its obligations hereunder or thereunder; (b) it has obtained all corporate, regulatory, and other authorizations required to be obtained for the execution, delivery and performance by it of the applicable Order; (c) the applicable Order will have been duly executed and delivered by it and is a valid and binding obligation of it, enforceable against it in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency or other laws of general application:  (d) it owns and holds the required licenses and permits from all applicable governmental authorities necessary to engage in its business and to carry out its obligations under the applicable Order, and same are valid, existing and in full force.


Indemnification: Supplier shall indemnify and hold harmless Motif, its affiliates, employees and representatives against and from any loss, cost, liability, claim or expense, including lawyers’ fees on a solicitor and client basis, suffered or incurred by them, directly or indirectly, as a result of or arising out of Supplier’s breach of the applicable Order, these Terms or the Terms of Use. There shall be no limit on Supplier’s liability; provided that Motif’s maximum aggregate liability to Supplier in respect of any Order shall be the applicable purchase price.


Termination: Any outstanding and unfulfilled Order may be terminated by Motif: (i) in the event of any breach of an Order, these Terms or the Terms of Use by Supplier that is not remedied after receipt of ten (10) business days prior written notice thereof; (ii) or if the other party becomes insolvent, or is generally unable to pay, or fails to pay, its debts as they become due, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, arrangement or assignment for the benefit of creditors. Upon the termination or expiration of these Terms, each party’s rights and obligations with respect to amounts payable hereunder, and such other provisions that by their nature are intended to survive termination or expiration of these Terms shall so survive.


Confidential Information: All non-public, confidential or proprietary information of Motif, including, but not limited to, intellectual property specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Motif to Supplier, whether disclosed orally or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential”, in connection with an Order is confidential, is  solely for the use of performing an Order and may not be disclosed or copied unless authorized by Motif in writing. Upon Motif’s request, Supplier shall promptly return all documents and other materials received from Motif. Motif shall be entitled to injunctive relief for any violation of this section. This section shall not apply to information that is: (a) in the public domain; (b) known to Supplier at the time of disclosure; or (c) rightfully obtained by Supplier on a nonconfidential basis from a third party.


General Representations and Warranties: Supplier represents and warrants to Motif at the time Supplier accepts any Order, that: (a) Supplier owns and holds the required licenses, permissions, authorizations, consents and permits under all applicable laws necessary to engage in their business and to carry out all of Supplier’s obligations under the Order, including without limitation the ability to engage in the sale and transportation of the Goods under applicable law, and each such license, permission, authorization, consent or permits required to complete the transactions contemplated by the Order is valid, existing and in full force; and (b) Supplier has conducted and is conducting their business in compliance with all applicable laws of each jurisdiction in which their business is carried on.


Arbitration: Any controversy, dispute or claim arising out of or relating to an Order that the Parties are unable to amicably resolve or settle between themselves through negotiations within ten (10) business days (or such longer period as the Parties may mutually agree to in writing) of a Party being provided notice of such dispute shall be settled through binding arbitration before a single arbitrator pursuant to the rules of the ADR Institute of Canada (the “ADRIC Rules”), as amended from time to time. Any court with jurisdiction shall enforce this clause and enter judgement on any award. The Parties shall attempt to agree on the selection of an arbitrator within thirty (30) days of the commencement of the arbitration and if they are unable to agree then the Parties shall have an arbitrator appointed pursuant to the ADRIC Rules. The arbitration shall be held in Toronto, Ontario. The language of the arbitration shall be English. Prior to commencement of arbitration, either Party may apply to any court with jurisdiction for interim injunctive relief to avoid irreparable harm.


Rules of Interpretation: The following rules of interpretation will apply hereunder: (a) unless otherwise specified, all references to money amounts are to lawful currency of Canada; (b) a reference to an entity includes any entity that is a successor to such entity; (c) headings of sections and schedules are inserted for convenience of reference only and do not affect the construction or interpretation of the applicable Order or these Terms; (d) where the word “including” or “includes” is used in the applicable Order or these Terms, it means “including (or includes) without limitation”; (e) the language used is the language chosen by the parties to express their mutual intent and no rule of strict construction shall be applied against any party; (f) unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders; (g) references to a statute includes all regulations and rules made pursuant to such statute and, unless otherwise specified, the provisions of any statute, regulation or rule which amends, supplements or supersedes any such statute, regulation or rule; (h) time is of the essence in the performance of the parties’ respective obligations under the applicable Order and these Terms; and (i) unless otherwise specified, time periods within or following which any payment is to be made or act is to be done shall be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next business day if the last day of the period is not a business day.


Assignment: Neither party shall assign, transfer, delegate or subcontract any of its rights or obligations under any Order without the express prior written consent of the other party. Any purported assignment or delegation in violation of the Order shall be null and void. No assignment or delegation shall relieve such assigning party of any of its obligations hereunder.


Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing contained in any Order, these Terms or the Terms of Use shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. No relationship of exclusivity shall be construed from any Order, these Terms or the Terms of Use.


Entire Agreement: The terms of a mutual agreement negotiated between the Parties supersedes these Terms, all prior purchase orders, invoices, understandings, negotiations, and discussions, whether written or oral, with respect to the Goods.


Severability: If any term or provision of an Order, these Terms or the Terms of Use is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision or invalidate or render unenforceable such term or provision in any other jurisdiction. Further, all such terms shall be applied to the extent allowed by Applicable Law.


Governing Law and Choice of Forum: The applicable, Order, these Terms and the Terms of Use shall be exclusively governed by and be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Each party hereby irrevocably attorns to the exclusive jurisdiction of the courts of the Province of Ontario in respect of all matters and disputes arising hereunder or connection herewith.


Cumulative Remedies: The rights and remedies under imposed by the Order and these Terms are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise.


Counterparts: Any Order may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Any counterpart may be signed and transmitted by facsimile or PDF with the same force and effect as if such counterpart was a signed original.


Notices: All notices, request, consents, claims, demands, waivers and other communications hereunder shall be in writing and be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), electronically by email, or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in an Order, a notice is effective only if the party giving the notice has complied with the requirements of this section.


Survival: And terms contemplated herein which by their nature should survive execution of the Order will survive and continue in force and shall not merge, including, but not limited to, the following provisions: General Indemnification, Intellectual Property, Ownership, Compliance with Law, Confidentiality, Governing Law, Choice of Forum and Survival.