1. INTRODUCTION
   We strive to process sales in an effective and timely manner. we encourage our customers to inquire about retail partnership opportunities and negotiation, however, IN CONSIDERATION OF THE COVENANTS and agreements contained in this Sales Agreement the parties to this Agreement agree as follows:
   
   

2. SALE OF GOODS AND CLAIMS
   The Seller will sell, transfer and deliver to the Buyer the goods per the manifest log on or before [Delivery Date].
   
   The Buyer's failure to give notice of any claim within 10 days from the date of delivery will constitute an unqualified acceptance of the Goods and a waiver by the Buyer of all claims with respect to the Goods.
   
   

3. TERMS OF DELIVERY
   The Goods will be deemed received by the Buyer when delivered to the Buyer at [Buyer’s address]. The method of delivery will be within the discretion of the seller. However, the Seller will deliver the product at [Buyer’s Address] unloaded (DPU) during normal business hours as detailed below, or upon an appointment arranged 10 business days prior to the date of delivery, also known as the “Notification Period”.
   
   Normal business hours are Monday through Friday 9 a.m. to 5 p.m.
   
   Inspection will be made by the Buyer at the time and place of delivery.
   
   

4. TRANSFER OF OWNERSHIP AND SECURITY INTEREST
   Title to the Goods will remain with the Seller until full payment is received and actual receipt of the Goods by the Buyer. The Seller retains a security interest in the Goods until paid in full.
   
   

5. IN THE CASE OF LOSS, DAMAGE, OR DELIVERY FAILURE
   The risk of loss from any casualty to the Goods, regardless of the cause, will be on the Seller until the Goods have been delivered by the Buyer. The Buyer will provide, at its expense, insurance on the Goods insuring the Seller's and the Buyer's interest as they appear, until payment in full to the Seller.
   
   The goods are considered delivered upon arrival to [Buyer’s address] and notice is provided to the buyer that the delivery has been initiated.
   
   

6. PURCHASE PRICE
   The Buyer will accept the Goods and pay for the Goods with the sum of $ [______] (USD) (the "Purchase Price"), paid upon delivery as required in clause 7 of this Agreement.
   
   The Seller and the Buyer both acknowledge the sufficiency of this consideration. In addition to the Purchase Price specified in this Agreement, the amount of any present or future use, excise, or similar tax applicable to the sale of the Goods will be paid by the Buyer, or alternatively, the Buyer will provide the Seller with a tax exemption certificate acceptable to the applicable taxing authorities.
   
   The Purchase Price is inclusive of sales tax, and is payable by the Buyer unless the Buyer provides the Seller with a tax exemption certificate acceptable to the applicable taxing authorities, in which case the amount of sales tax will be subtracted from the Purchase Price payable by the Buyer.
   
   

7. PAYMENT METHODS
   The Buyer will make payment for the Goods at the time when, and at the place where, the Goods are received by the Buyer using an ACH Wire transfer or Cash. Credit cards are not accepted. Checks must be received 3 business days before the delivery date.
   
   

8. FINAL SALE AND WARRANTIES
   THE GOODS ARE SOLD 'AS IS' AND THE SELLER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. The Seller does not assume, or authorize any other person to assume on the behalf of the Seller, any liability in connection with the sale of the Goods.
   
   The Buyer has been given the opportunity to inspect the Goods or to have it inspected and the Buyer has accepted the Goods in its existing condition. Further, the Seller disclaims any warranty as to the condition of the Goods.
   
   

9. NOTICES
   An automated email will provide notice that the delivery has been initiated at the time that the goods leave the premises of the Seller.
   
   A manual email from the Seller’s delivery personnel will provide notice that the goods are delivered at the time the Seller’s delivery personnel has parked the delivery vehicle at [Buyer’s Address].
   
   A manual email from the Seller’s delivery personnel will provide notice that the sale has been processed successfully, confirm that full payment was received, and the goods may transfer ownership accordingly.
   
   The Buyer shall notify the Seller in writing at least 10 business days, known as the “Notification Period”, prior to their desired modification or termination of the repeat order schedule, and/or desired modification of any sales order.
   
   Any notice to be given or document to be delivered to either the Seller or Buyer pursuant to this Agreement will be sufficient if delivered personally or sent by prepaid registered mail to the address specified below. Any written notice or delivery of documents will have been given, made and received on the day of delivery if delivered personally, or on the third (3rd) consecutive business day next following the date of mailing if sent by prepaid registered mail:
   
   SELLER: Medina And Company LLC of 901 West 9th Street Unit 100, Pueblo, Colorado 81003
   

10. DEPOSIT FOR REPEAT ORDERS
    To secure continued supply and facilitate planning, the Buyer agrees to create an account with the Seller, and pay a one-time deposit of [Deposit Amount] for the subsequent repeat order after the initial order under this Agreement. This deposit will be applied towards the final payment of the repeat order and is non-refundable.
    

11. DISCOUNTED PURCHASE AGREEMENT
    THE PRICE ADVERTISED OR DISPLAYED FOR ANY PRODUCT MAY BE SUBJECT TO NEGOTIATION BASED ON DISPLAY/ADVERTISING REQUIREMENTS AND ORDERS OF 5 LBS OR MORE (ONE OR MULTIPLE STRAINS). In such instances, the final purchase price will be determined through good faith negotiations between Buyer and Seller. Standard pricing applies to all other Products.

    1. Discounted Price: In consideration for Buyer's ("Buyer") agreement to the terms below, Seller ("Seller") agrees to provide a discount of [%] on the purchase price of [Product Name] ("Product").

    2. Display Requirements:

    Buyer agrees to prominently display the purchased Product in the retail store's high-traffic area, as mutually agreed upon by Buyer and Seller in writing (the "Display Location").

    3. Advertising Requirements:

    Buyer agrees to verbally advertise the Product to each customer who enters the store beginning on the product display start date and for 30 days after regardless of inventory (the "Promotion Period").

    Verbal advertising shall include, at a minimum, a description of the Product and its key features, and the fact that it is currently available for purchase.

    4. Discount Revocation: Seller reserves the right to revoke the discount and require Buyer to pay the full undiscounted price within 10 business days of notification, in the event of Buyer's breach of any provision in Sections 2 or 3 above.

    5. Verification: Seller has the right to verify Buyer's compliance with Sections 2 and 3 above at any reasonable time during the Promotion Period.

    
    Defined applicable terms include:

    "Good Faith Negotiations" - A standard of fair dealing during discussions.
    
    "Display Location" - A physical location where product is expected to be displayed in the retail store.
    
    "High-traffic area" is defined as a location within the store that receives a significant volume of visibility and customer foot traffic.
    EXCUSE FOR DELAY OR FAILURE TO PERFORM
    The Seller will not be liable in any way for any delay, non-delivery or default in shipment due to labor disputes, transportation shortage, delays in receipt of material, priorities, fires, accidents and other causes beyond the control of the Seller or its suppliers. If the Seller, in its sole judgment, will be prevented directly or indirectly, on account of any cause beyond its control, from delivering the Goods at the time specified or within one month after the date of this Agreement, then the Seller will have the right to terminate this Agreement by notice in writing to the Buyer, which notice will be accompanied by full refund of all sums paid by the Buyer pursuant to this Agreement. In all other cases, if the Seller fails to deliver the Goods to the Buyer within the time and manner specified in this Agreement, the Buyer may provide written notice of the default to the Seller. If within seven (7) days of the notice being received, or within such other time period as agreed to by the parties, the default is not corrected, the Buyer may immediately terminate this Agreement.
    
    

12. REMEDIES
    the Buyer's exclusive remedy and the Seller's limit of liability for any and all losses or damages resulting from defective goods or from any other cause will be for the Purchase Price of the particular delivery with respect to which losses or damages are claimed, plus any transportation charges actually paid by the Buyer.
    
    

13. MEDIATION AND ARBITRATION
    If any dispute relating to this Agreement between the Seller and the Buyer is not resolved through informal discussion within 14 days from the date a dispute arises, the parties agree to submit the issue first before a non-binding mediator and to an arbitrator in the event that mediation fails. The decision of the arbitrator will be binding on the parties. Any mediator or arbitrator must be a neutral party acceptable to both the Seller and the Buyer. The cost of any mediations or arbitration will be paid by the Buyer.
    
    

14. CANCELLATION
    The Seller reserves the right to cancel this Agreement:

1. if the Buyer fails to pay for any shipment when due;

2. in the event of the Buyer's insolvency or bankruptcy; or

3. if the Seller deems that its prospect of payment is impaired.

   
   

   General Provisions

1. Headings are inserted for convenience only and are not to be considered when interpreting this Agreement.

2. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

3. All representations and warranties of the Seller contained in this Agreement will survive the closing of this Agreement.

4. The Buyer may not assign its right or delegate its performance under this Agreement without the prior written consent of the Seller, and any attempted assignment or delegation without such consent will be void. An assignment would change the duty imposed by this Agreement, would increase the burden or risk involved and would impair the chance of obtaining performance or payment.

5. This Agreement cannot be modified in any way except in writing signed by all the parties to this Agreement.

6. This Agreement will be governed by and construed in accordance with the laws of the State of Colorado, including the Colorado Uniform Commercial Code and the Seller and the Buyer hereby attorn to the jurisdiction of the Courts of the State of Colorado.

7. Except where otherwise stated in this Agreement, all terms employed in this Agreement will have the same definition as set forth in the Uniform Commercial Code in effect in the State of Colorado on the date of execution of this Agreement.

8. If any clause of this Agreement is held unconscionable by any court of competent jurisdiction, arbitration panel or other official finder of fact, the clause will be deleted from this Agreement and the balance of this Agreement will remain in full force and effect.

9. This Agreement will inure to the benefit of and be binding upon the Seller and the Buyer and their respective successors and assigns.

10. This Agreement may be executed in counterparts. Facsimile signatures are binding and are considered to be original signatures.

11. Time is of the essence in this Agreement.

12. This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise. The Buyer acknowledges that it has not relied upon any representations of the Seller as to prospective performance of the Goods, but has relied upon its own inspection and investigation of the subject matter.

IN WITNESS WHEREOF the parties have executed this Sales Agreement on this ________ day of ________________, ________.

______________________________
(Witness)

______________________________
Medina And Company LLC (Seller)

______________________________
(Witness)

______________________________
______________ (Buyer)