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For the purposes of these Standard Terms & Conditions, the term “Products” shall refer to cannabis derived terpenes, each contained in a 1ml bottle. Each bottle is to be packaged in a bio-plastic tube, accompanied by an informative insert. The Products are to be supplied by Wild Hills Terpenes to the Client under the terms and conditions set forth herein.
This Agreement sets forth the terms and conditions under which Wild Hills Terpenes (“Supplier”) agrees to supply the Products to the Client. The term “Products” as used herein refers to cannabis derived terpenes, each contained in a 1ml bottle, packaged in a bio-plastic tube with an informative insert. This Agreement is applicable solely to business-to-business (B2B) sales transactions between the Supplier and the Client within the jurisdiction of the Netherlands.
The Supplier agrees to supply, and the Client agrees to purchase, the Products in accordance with the terms and conditions set forth in this Agreement. The minimum order quantity (MOQ) for the Products shall be fifty (50) bottles per order. Additionally, the Supplier may, at its discretion, offer the Products on a consignment basis to the Client, subject to separate terms and conditions to be agreed upon in writing by both parties.
The ordering process for Products by the Client from Wild Hills Terpenes shall be as follows:
The Supplier, Wild Hills Terpenes, shall deliver the Products, defined as cannabis derived terpenes, each contained in a 1ml bottle, packaged in a bio-plastic tube with an informative insert, to the Client within thirty (30) calendar days from the date of order confirmation. Delivery shall be deemed completed upon the physical handover of the Products to the Client or any designated representative at the agreed delivery location.
Delivery of the Products is subject to the Minimum Order Quantity (MOQ) of fifty (50) bottles per order. Orders not meeting the MOQ will not be processed until the minimum threshold is met.
All deliveries shall be conducted in accordance with the applicable laws and regulations of the Netherlands. The Supplier is responsible for ensuring that all Products are properly packaged for transport and arrive in good condition. In the event of any damage or loss during transportation, the Supplier shall, at its own expense, replace the affected Products or refund the Client the purchase price of the damaged or lost Products.
The Client is responsible for inspecting the Products upon delivery and must notify the Supplier of any defects, damages, or discrepancies within five (5) business days of receipt. Failure to notify the Supplier within this timeframe shall constitute acceptance of the Products as is, barring any latent defects.
The Client agrees to pay the Supplier for the Products supplied under these Terms and Conditions in accordance with the following payment terms:
This Consignment Terms clause governs the agreement between Wild Hills Terpenes (“Supplier”) and the Client regarding the consignment of Products. Under this clause, the Client has the option to receive up to fifty (50) bottles of Products on consignment. The following terms apply:
This clause is governed by the laws of the Netherlands and is subject to the jurisdiction of the Dutch courts.
This Returns and Refunds clause applies to all Products supplied by Wild Hills Terpenes to the Client under the terms of the Standard Terms & Conditions. If the Client finds any Product to be defective or not in accordance with the specifications set forth in the Consignment Terms, the Client is entitled to return the Product to Wild Hills Terpenes within fourteen (14) days from the date of receipt.
To initiate a return, the Client must:
Upon receipt and inspection of the returned Product, if Wild Hills Terpenes confirms the defect or non-compliance, the Client will be offered the choice of:
Products returned without a valid RMA number or beyond the fourteen (14) day return period will not be eligible for a refund or replacement. This clause is governed by and construed in accordance with the laws of the Netherlands.
This Returns and Refunds clause applies to all Products supplied by Wild Hills Terpenes to the Client under the terms of the Standard Terms & Conditions. If the Client finds any Product to be defective or not in accordance with the specifications set forth in the Consignment Terms, the Client is entitled to return the Product to Wild Hills Terpenes within fourteen (14) days from the date of receipt.
To initiate a return, the Client must:
Both the Supplier, Wild Hills Terpenes, and the Client agree to maintain the confidentiality of all information related to the terms of this agreement, the Products, and any business transactions between the parties. This includes, but is not limited to, proprietary information, technical data, trade secrets, and any knowledge gained through the course of the agreement. The parties shall not disclose any confidential information to third parties without the prior written consent of the other party.
Confidential information does not include information that:
Upon termination of this agreement, each party shall return or destroy all copies of confidential information received from the other party, as requested by the disclosing party.
The Client shall, at all times, ensure that its use, sale, and distribution of the Products comply with all applicable laws, regulations, and guidelines of the Netherlands, as well as any other relevant jurisdictions. This includes, but is not limited to, verifying whether cannabis derived terpenes are considered a controlled substance or a controlled food ingredient under such laws and regulations. The Client is solely responsible for obtaining any necessary licenses, permits, or approvals required for the legal sale or use of the Products.
The Supplier makes no representation or warranty regarding the legal status of the Products in any jurisdiction. It is the Client’s obligation to ensure that the sale, possession, and use of the Products are in full compliance with all applicable legal requirements. The Client agrees to indemnify, defend, and hold the Supplier harmless from and against any claims, damages, losses, penalties, fines, legal fees, and expenses arising out of or related to the Client’s failure to comply with such legal requirements.
Neither party shall be liable to the other for any indirect, special, incidental, punitive, or consequential damages, including but not limited to, loss of profits, revenue, data, or use, incurred by either party or any third party, whether in an action in contract or tort, even if the other party or any other person has been advised of the possibility of such damages. The Supplier’s total liability to the Client for any and all claims arising out of or in connection with the supply of the Products under this agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid by the Client to the Supplier for the Products under this agreement in the twelve (12) months immediately preceding the claim.
Nothing in this clause shall limit or exclude the Supplier’s liability for:
This Termination clause applies to the agreement between Wild Hills Terpenes (“Supplier”) and the Client regarding the supply of Products under the Standard Terms & Conditions within the jurisdiction of the Netherlands. Either party may terminate this agreement under the following conditions:
Immediate termination by the Supplier if the Client fails to meet the MOQ for three consecutive orders.
Termination by either party upon providing thirty (30) days written notice to the other party, without the need to specify any reason.
Immediate termination by either party in the event of a material breach of the agreement by the other party, provided that the breaching party is given ten (10) days to cure the breach upon written notification. If the breach is not cured within this period, termination will take effect immediately upon the expiration of the cure period.
Termination by the Supplier if the Client fails to make payment for any delivered Products within sixty (60) days from the invoice date, notwithstanding any dispute over the delivered Products.
Either party may terminate the agreement if the other party becomes insolvent, files for bankruptcy, or undergoes any similar process indicating financial instability.
Upon termination, all outstanding orders will be cancelled, and any unpaid invoices for delivered Products will become immediately due and payable. The rights and obligations under the clauses of Confidential Information and any other clauses which by their nature should survive termination will continue beyond the termination of this agreement.
This Agreement shall be governed by and construed in accordance with the laws of the Netherlands, without regard to its conflict of law provisions. Any disputes arising out of or in connection with this Agreement, including any questions regarding its existence, validity, or termination, shall be referred to and finally resolved by the competent courts of the Netherlands. The parties hereby expressly consent to the exclusive jurisdiction of such courts for such purposes.
In the event of any dispute, controversy, or claim arising out of or relating to this agreement, including the breach, termination, or validity thereof, the parties shall first seek to resolve the dispute amicably through mutual consultation. If the dispute cannot be resolved amicably within thirty (30) days after either party has notified the other party in writing of the dispute, the parties agree to submit the dispute to mediation in accordance with the Netherlands Mediation Institute’s rules. The mediation shall take place in Amsterdam, Netherlands, and shall be conducted in the English language.
If the dispute is not resolved through mediation within sixty (60) days of the commencement of the mediation, or if either party refuses to participate in mediation, the dispute shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said rules. The arbitration shall take place in Amsterdam, Netherlands, and shall be conducted in the English language. The decision of the arbitrator(s) shall be final and binding upon the parties, and the parties agree to be bound thereby and to act accordingly. The costs of the arbitration, including administrative and arbitrators’ fees, shall be shared equally by the parties, unless the arbitrator(s) decide otherwise based on the merits of the case.
Nothing in this clause shall prevent either party from seeking interim injunctive relief from any court of competent jurisdiction as necessary to protect the party’s rights pending the resolution of the dispute.
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