Terms of Use

The Website is intended primarily for business-to-business use within the legal cannabis industry.

Cannabis products available through the restricted wholesale portion of the Website are offered for wholesale purchase by eligible and authorized retailers in British Columbia and are not offered by Leaf Cross through this Website for direct purchase by individual consumers.

Access to product information, wholesale pricing, ordering functionality, and other restricted areas may be limited to approved account holders.

You must be at least 19 years of age to access restricted content on the Website.

By entering an age-restricted portion of the Website, you represent that you are at least 19 years of age.

Leaf Cross may use age-gating, account approval, retailer verification, or other reasonable access controls.

Wholesale accounts are intended for eligible businesses and their authorized representatives.

By creating or using a wholesale account, you represent and warrant that:

Leaf Cross may request documentation or other information to verify a business, retailer, licence, representative, or account.

Creating or requesting an account does not guarantee approval.

Leaf Cross reserves the right to approve, decline, suspend, restrict, or terminate an account where reasonably necessary, including for compliance, security, credit, payment, operational, or regulatory reasons.

Account holders are responsible for maintaining the confidentiality and security of their login credentials and for activity conducted through their accounts.

Please notify Leaf Cross promptly if you believe an account has been accessed without authorization.

Orders submitted through the Website constitute requests to purchase products from Leaf Cross.

Submission of an order does not necessarily constitute final acceptance by Leaf Cross.

After an order is submitted, the Website may generate a purchase order or order confirmation. Leaf Cross will review the order and issue a final invoice separately, including through QuickBooks or another invoicing system used by Leaf Cross.

The final invoice, together with these Terms and any applicable written terms agreed between Leaf Cross and the purchaser, will govern the transaction.

Leaf Cross reserves the right to accept, reject, reduce, modify, or cancel an order where reasonably necessary due to product availability, regulatory requirements, pricing or system errors, payment issues, order quantities, shipping limitations, or other legitimate business reasons.

Leaf Cross makes reasonable efforts to provide accurate product descriptions, availability, specifications, quantities, and other information.

Product availability is subject to change without notice.

Images displayed on the Website are provided for identification or informational purposes and may not precisely represent the appearance of the product ultimately supplied.

Information appearing on the Website does not replace information contained on the legally required product packaging or labelling.

Wholesale prices are displayed or otherwise communicated to approved wholesale customers.

Prices may change from time to time without prior notice unless a price has been confirmed by Leaf Cross for an accepted order.

Applicable taxes, shipping charges, deposits, and other applicable charges may be added to the order and identified on the final invoice.

If a pricing or administrative error occurs, Leaf Cross may correct the error before accepting or fulfilling the applicable order.

Unless Leaf Cross agrees otherwise in writing, payment is required upfront following issuance of the final invoice.

Accepted payment methods are currently:

Leaf Cross may require a deposit before processing or fulfilling an order.

Products may not be released or shipped until Leaf Cross has received the required payment or deposit in cleared funds.

Any bank, wire, transfer, or similar fees charged to the purchaser are the responsibility of the purchaser unless Leaf Cross agrees otherwise in writing.

Shipping is available within British Columbia to eligible and authorized recipients, subject to applicable law and Leaf Cross's shipping arrangements.

A flat-rate shipping charge may apply.

Shipping rates may be changed by Leaf Cross from time to time. The applicable shipping charge will be communicated during the ordering or invoicing process.

Estimated shipping or delivery dates are estimates only unless Leaf Cross expressly agrees otherwise in writing.

Leaf Cross is not responsible for delays caused by carriers, weather, emergencies, regulatory actions, supply interruptions, events beyond its reasonable control, or inaccurate delivery information supplied by the purchaser.

Except where required by applicable law or expressly stated otherwise by Leaf Cross in writing, all sales are final.

Products cannot be returned or exchanged because of unsold inventory, changes in customer demand, ordering errors made by the purchaser, or other commercial circumstances affecting the purchaser.

Product recalls are addressed in the Wholesale Purchase Terms and Recall Policy.

Purchasers are responsible for complying with all laws, regulations, licence conditions, directives, and regulatory requirements applicable to their possession, storage, handling, marketing, sale, and distribution of cannabis products.

Nothing on the Website authorizes a person to undertake an activity that they are not otherwise legally authorized to undertake.

Content on the Website is intended to be provided and accessed only in accordance with applicable cannabis laws and regulations.

Users must not reproduce, distribute, publish, advertise, promote, or otherwise use Leaf Cross product information, imagery, trademarks, marketing materials, or other Website content in a manner that violates the Cannabis Act, Cannabis Regulations, or other applicable law.

Unless otherwise indicated, Website content—including text, graphics, logos, photographs, designs, product materials, trademarks, trade names, and Website layout—is owned by or licensed to Leaf Cross and is protected by applicable intellectual property laws.

No Website content may be reproduced, modified, distributed, commercially exploited, or used to imply an endorsement or relationship with Leaf Cross without authorization, except as permitted by law.

You may not:

Leaf Cross does not guarantee uninterrupted or error-free access to the Website.

We may modify, suspend, restrict, or discontinue any part of the Website from time to time for maintenance, security, regulatory, technical, or business reasons.

To the extent permitted by law, the Website and its content are provided on an "as is" and "as available" basis.

Leaf Cross does not warrant that the Website will always be uninterrupted, error-free, secure, or free from harmful components.

To the maximum extent permitted by applicable law, Leaf Cross Biomedical Inc. and its directors, officers, employees, representatives, and affiliates will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages arising from use of the Website or a wholesale transaction.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

Leaf Cross may update these Terms from time to time.

The current version will be posted on the Website with its effective or "Last Updated" date. Continued use of the Website following an update constitutes acceptance of the revised Terms to the extent permitted by law.

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

Subject to applicable law, disputes relating to these Terms will be subject to the jurisdiction of the courts of British Columbia.

Leaf Cross Biomedical Inc.

6331 Harrop Procter Rd

Nelson, British Columbia

V1L 6P9

Canada

Wholesale cannabis products are available only to businesses and persons legally authorized to purchase and receive them in British Columbia.

The purchaser is responsible for maintaining all licences, permits, registrations, and authorizations required for its business and for immediately advising Leaf Cross of any suspension, expiry, cancellation, or material change affecting its authorization.

Leaf Cross may verify eligibility before accepting or fulfilling an order.

An order submitted through www.leafcross.com is a request to purchase and is subject to acceptance by Leaf Cross.

A purchase order or automated confirmation generated by the Website acknowledges receipt of the order but does not, by itself, constitute final acceptance.

Leaf Cross will review submitted orders and issue a final invoice.

Leaf Cross may adjust an order before acceptance due to inventory availability, regulatory requirements, product discontinuation, allocation, pricing errors, shipping limitations, or other legitimate business considerations.

The final invoice issued by Leaf Cross confirms the products, quantities, prices, taxes, shipping charges, deposits, and other applicable charges associated with an accepted order.

Purchasers should review invoices promptly and notify their Leaf Cross representative of any discrepancy before making payment.

Unless expressly agreed otherwise in writing, all purchases are prepaid.

Payment is due upon issuance of the final invoice and before shipment or release of product.

Leaf Cross currently accepts payment by:

Leaf Cross may require a deposit for an order.

Where a deposit is required, the amount and applicable payment requirements will be communicated to the purchaser.

Leaf Cross is not obligated to release or ship products until required funds have been received.

Prices are wholesale prices and are subject to change.

Applicable taxes and charges will be added where required.

The price applicable to an accepted transaction will be reflected on the final invoice issued by Leaf Cross.

Leaf Cross currently ships wholesale orders within British Columbia to eligible recipients.

Shipping is charged at a flat rate determined by Leaf Cross. The flat rate may change from time to time.

The applicable shipping charge will be reflected on or communicated in connection with the applicable order or invoice.

Purchasers are responsible for providing accurate shipping and receiving information and ensuring that an appropriately authorized person is available to receive shipments where required.

Shipping and delivery estimates are not guaranteed unless Leaf Cross expressly agrees otherwise in writing.

Leaf Cross will not be responsible for reasonable delays caused by transportation providers, weather, regulatory requirements, labour disruptions, emergencies, supply-chain interruptions, acts of government, or circumstances beyond Leaf Cross's reasonable control.

Purchasers should inspect shipments promptly upon receipt.

Any apparent shipping discrepancy, shortage, or shipping damage should be reported to the purchaser's Leaf Cross representative as soon as reasonably possible, together with relevant supporting information or photographs where appropriate.

Reporting an issue does not automatically create a right to a return, refund, or credit.

All sales are final, except where:

Leaf Cross does not accept returns or provide refunds or credits for:

unsold inventory; slow-moving products; changes in market demand; purchaser ordering errors; over-ordering; purchaser storage or handling issues; or other commercial reasons unrelated to a qualifying recall or legal requirement.

If a product supplied by Leaf Cross becomes subject to a recall, Leaf Cross will communicate applicable recall information to affected wholesale customers as required.

Purchasers must promptly follow all applicable recall instructions, including requirements to identify, isolate, stop selling, return, destroy, or otherwise manage affected inventory.

Subject to verification of affected inventory and the terms of the applicable recall, Leaf Cross will provide the purchaser with an appropriate credit for qualifying recalled product.

A recall credit may be applied to the purchaser's account or otherwise processed by Leaf Cross in accordance with the circumstances of the recall.

Purchasers are responsible for maintaining appropriate purchase, inventory, and sales records and for cooperating with recall and traceability requirements applicable to them.

Products purchased from Leaf Cross may only be possessed, distributed, offered for sale, or sold in accordance with applicable law and the purchaser's applicable licences and authorizations.

The purchaser is solely responsible for compliance with laws and regulatory requirements applicable to its retail operations.

Following receipt, the purchaser is responsible for appropriate storage, security, inventory control, handling, and sale of products in accordance with applicable regulatory requirements and product instructions.

Leaf Cross is not responsible for deterioration, loss, theft, contamination, damage, or other issues resulting from improper storage, handling, or control after delivery.

Purchasers must comply with applicable cannabis advertising and promotion restrictions when displaying, reproducing, publishing, or distributing information or materials concerning Leaf Cross or products supplied by Leaf Cross.

Receipt of product photographs, descriptions, logos, or other materials does not constitute permission to use those materials in a manner prohibited by applicable law.

To the maximum extent permitted by applicable law, Leaf Cross will not be liable for lost profits, lost sales, loss of business opportunity, indirect damages, consequential damages, or similar commercial losses arising from a wholesale transaction.

Nothing in these Terms limits liability that cannot lawfully be limited.

Unless Leaf Cross expressly agrees otherwise in writing, terms contained in a purchaser's own purchase order, procurement system, or other document do not modify these Wholesale Purchase Terms merely because Leaf Cross receives or processes that document.

Leaf Cross may update these Wholesale Purchase Terms from time to time.

The version applicable to an order will generally be the version presented or in effect when the order is submitted, unless otherwise agreed or required by law.

These Wholesale Purchase Terms are governed by the laws of British Columbia and the federal laws of Canada applicable therein.

Leaf Cross Biomedical Inc.

6331 Harrop Procter Rd

Nelson, British Columbia

V1L 6P9

Canada