Terms & Conditions

National Cannabis Distribution Inc. 
Purchase Order Terms and Conditions 

 

These Terms and Conditions (“Terms”) apply to all Purchase Orders (“POs”) issued by National Cannabis Distribution Inc. (“NCD”, “Buyer”) to any supplier, vendor, or seller (“Company”). By fulfilling, partially fulfilling, or commencing performance on any PO, the Company agrees to be bound by these Terms. 

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1. Acceptance of Terms 

By fulfilling a Purchase Order, shipping Products, or commencing performance, the Company acknowledges and agrees that it is bound by these Terms, which shall govern the transaction and take precedence over any conflicting terms unless otherwise agreed in writing by both parties, including those defined in the (“Supply Agreement”) between the Company and the Buyer. Other than those terms specified herein, all other terms of the Supply Agreement shall remain in full force and effect. 

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2. Payment Terms 

Unless otherwise specified, NCD will remit payment within forty-five (45) days of the date of receipt of product at the NCD warehouse facility. Payment will be made by wire transfer or another method specified by NCD. The Company shall be responsible for any fees related to receipt of funds. 

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3. Termination Restriction 

By accepting and fulfilling any Purchase Order, the Company agrees that it shall not issue a notice of termination of any applicable supply agreement with NCD for a period of ninety (90) days following the delivery of Products under that Purchase Order. 

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4. Stock Rotation 

If any Product remains unsold in NCD’s inventory for three (3) months from the delivery date—despite NCD’s commercially reasonable efforts to sell the Product—NCD may notify the Company of its intent to reduce the wholesale price to facilitate immediate sale. 
 

Upon such notice: 

  • The parties shall negotiate in good faith to determine the allocation of markdown costs (the “Markdown Participation”). 

  • Once agreed, NCD will invoice the Company for its share of the Markdown Participation. 

  • The Company shall pay such invoice within sixty (60) days, unless the parties agree to apply the credit against future Purchase Orders. 

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5. Recalls and Returns 

If a product recall (“Recall”) is initiated by the Company or a regulatory authority: 

  • The Company shall reimburse NCD for reasonable costs, including shipping and taxes, associated with the return of recalled Products; 

  • NCD shall return any unsold affected Products in compliance with applicable laws; 

  • The Company shall promptly accept the returned Products and process the reimbursement or credit. 

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6. Delivery and Tracking 

The Company shall make commercially reasonable efforts to deliver Products on or before the Target Delivery Date indicated in the PO. Tracking information must be provided to NCD promptly upon shipment. Products must be in retail-ready packaging and compliant with all applicable laws. 

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7. Title and Risk of Loss 

Title to and risk of loss for Products shall pass to NCD upon delivery at the specified Delivery Point (DDP Incoterms), unless otherwise agreed in writing. 

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8. Legal Compliance 

The Company warrants that all Products will be produced, packaged, labeled, shipped, and delivered in full compliance with all applicable federal, provincial, and municipal laws and regulations, including the Cannabis Act, Cannabis Regulations, and all applicable Saskatchewan laws. 

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9. Limitation of Liability 

Neither party shall be liable to the other for any indirect, incidental, special, or consequential damages (including loss of profits or business opportunity) arising from the performance or failure to perform under any Purchase Order, except in cases of gross negligence or willful misconduct. 

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10. Updates and Version Control 

These Terms may be updated from time to time. The version in effect as of the date the Company fulfills the Purchase Order shall govern that order. The most current version is always available at: www.ncdcanada.ca/purchaseterms.