1. About These Terms
These Terms and Conditions ("Terms") are an agreement between Sanctiva Technology Co. ("Sanctiva," "we," "us") and the business you represent ("you" or "Buyer"). They cover the website at www.sanctiva.tech (the "Site"), sample requests, quotes, and all purchases of Sanctiva MSE and related products (the "Products").
You accept these Terms when you check the Terms box on a sample request, place an order, or use the Site. If you act on behalf of a company, you confirm you have authority to bind it. If you do not agree, do not use the Site or order Products.
A signed supply agreement between you and Sanctiva controls over these Terms where the two conflict. Terms in your purchase orders, portals, or other forms do not apply unless we accept them in writing.
We may update these Terms. The new version applies from the date posted and to orders placed after that date. Orders already accepted stay under the Terms in effect when they were accepted.
2. Who Can Buy
Sanctiva sells only to businesses. Products are intended for licensed cannabis manufacturers, co-packers, and other trade buyers who lawfully process their own ingredients. They are not sold to consumers.
By requesting a sample or ordering, you confirm that:
- You are at least 21 years old and acting for a business
- Your business holds every license and permit required to receive, store, and use the Products where you operate
- You will use the Products only as an ingredient in lawful manufacturing
We may ask for license, registration, or tax documents before shipping. We may decline or cancel any request or order at our discretion, including if we cannot verify eligibility.
3. Samples
Samples (finished gummy, 2 oz beverage, or MSE proof of concept) are provided free or at a cost we quote, for evaluation only. Samples may not be resold, relabeled, or sold to consumers. Finished-product samples are demonstration units and are not for human consumption unless we state otherwise in writing.
Yield estimates, unit counts (including the average of about 17,000 10 mg gummies per liter at 85% distillate), and performance data are good-faith estimates based on our testing. Your results depend on your distillate, dose, formulation, and process.
4. Quotes, Orders, and Pricing
Pricing, minimum order quantities, and lead times are set in a written quote or invoice. Quotes are valid for 30 days unless they state otherwise.
An order is binding only when we confirm it in writing or ship it. We may adjust lead times based on production capacity and will tell you promptly if a ship date changes.
Prices exclude taxes, duties, and shipping unless the quote says otherwise. You are responsible for all sales, use, and similar taxes other than taxes on our income. If you claim an exemption, you must provide a valid certificate before we invoice.
You may cancel or change an order only before it ships, and only with our written approval. Product made to your custom specification cannot be cancelled once production begins.
6. Shipping, Title, and Risk of Loss
We ship within the United States only. Unless the quote says otherwise, Products ship [FCA our facility], and title and risk of loss pass to you when we hand the shipment to the carrier.
Sanctiva ships the carrier only. We do not ship, receive, or handle cannabinoids, and your distillate never leaves your licensed premises. You are responsible for any track-and-trace reporting, including METRC, that applies to your finished products.
You are responsible for storing Products as stated on the label and specification sheet once delivered.
7. Inspection and Claims
Inspect each shipment on arrival. Report damage, shortages, or nonconforming Product in writing within [10 business days] of delivery, with the lot number, photos, and a description of the issue. Shipments not reported in that window are accepted.
Do not return Product without a return authorization from us. Product that has been opened, blended, stored improperly, or used in production is not eligible for return except under the warranty below.
8. Specifications and Limited Warranty
We warrant that Product will meet our published specification and its Certificate of Analysis at the time of shipment, and will remain within specification until the date on its label when stored as directed.
If Product fails this warranty and you report it within the warranty period, we will, at our option, replace it or refund or credit the price paid for the affected Product. This is your only remedy for nonconforming Product.
This warranty does not cover Product that has been misused, altered, contaminated, stored outside label conditions, or combined with other ingredients. It does not cover your finished products. How MSE performs in your formulation, including onset, bioavailability, taste, shelf life, and potency, depends on your distillate, recipe, and process, which we do not control.
9. Your Responsibilities as a Manufacturer
You are the manufacturer of any finished product made with MSE. You are solely responsible for:
- Sourcing, handling, and infusing your own distillate under your own licenses
- Formulation, dosing, potency testing, and quality control of finished products
- Compliance with all federal, state, and local laws that apply to your products, including cannabis, hemp, food, beverage, and packaging rules
- Labeling, warnings, and every claim made about your finished products
- Required testing, recalls, adverse event handling, and regulatory reporting
You will not state or imply that Sanctiva makes, endorses, or guarantees your finished products. You will not attribute onset time, health, or medical claims to MSE or to Sanctiva.
10. Use of Our Name and Data
You may say your product is "made with Sanctiva MSE" and use our logo only as we approve in writing. You may share our published lab data and COA as long as you do not alter them or present them as testing of your finished product.
We will not name you as a customer or publish a testimonial from you without your permission.
11. Intellectual Property
Sanctiva owns all rights in MSE, its formulation and process, our trademarks, and the content of the Site. Buying Product gives you the right to use it as an ingredient. It gives you no other license.
You will not analyze, reverse engineer, or attempt to replicate the composition or process of MSE, or help anyone else do so.
12. Confidentiality
Non-public pricing, specifications, technical data, and formulation guidance we share are confidential. Use them only to evaluate and use our Products, and do not share them except with employees and contractors who need them and are bound to keep them confidential.
This does not cover information that is public through no fault of yours, that you already had, or that you develop independently. A separate signed NDA between us controls if one exists.
13. Use of the Site
Use the Site only for lawful business purposes. Do not interfere with its operation, attempt unauthorized access, submit false information, or scrape or copy its content beyond normal browsing.
Information on the Site is general product information, not legal, regulatory, or medical advice. Our Privacy Policy explains how we handle information you submit.
14. Disclaimer
Except for the limited warranty in Section 8, the Products, samples, and Site are provided "as is." To the fullest extent allowed by law, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.
The Products have not been evaluated by the FDA and are not intended to diagnose, treat, cure, or prevent any disease. We do not warrant that any finished product made with MSE is lawful in any jurisdiction.
15. Limitation of Liability
To the fullest extent allowed by law, Sanctiva is not liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, or recall costs, even if we were told they were possible.
Our total liability for any claim relating to these Terms, the Site, or the Products is limited to the amount you paid for the Product giving rise to the claim in the 12 months before the claim.
16. Indemnification
You will defend, indemnify, and hold harmless Sanctiva and its officers, employees, and agents from any third-party claim, loss, or expense, including reasonable attorneys' fees, arising from:
- Your finished products, including their manufacture, labeling, marketing, and sale
- Your distillate or other ingredients
- Your violation of law or of these Terms
- Claims you make about your products or about MSE
17. Governing Law and Disputes
These Terms are governed by the laws of the State of Oregon, without regard to conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
Any dispute will be brought exclusively in the state or federal courts located in Multnomah County, Oregon, and both parties consent to their jurisdiction. Either party may seek injunctive relief in any court to protect its intellectual property or confidential information.
18. General
Neither party is liable for delays caused by events beyond its reasonable control, such as natural disasters, carrier failures, supply shortages, or changes in law. You may not assign these Terms without our written consent.
If any part of these Terms is unenforceable, the rest stays in effect. Our failure to enforce a provision is not a waiver. Sections 9 through 18 survive the end of our relationship.
These Terms, together with any accepted quote, invoice, or signed agreement, are the entire agreement between us on their subject.
19. Contact
Sanctiva Technology Co.
2800 N Lombard Street, STE 294
Portland, OR 97217
support@sanctiva.tech
