RainSoil (“Company”) is in the business of providing Product and Customer desires to purchase Product from Company.  In consideration of the mutual covenants and agreements hereinafter stated the parties agree as follows:

1. Company shall sell (subject to availability), to Customer, Product at the price(s) set forth in the invoice/agreement/or any other such document (“Customer Order”) (the shipping and delivery charges may vary depending on the cost of shipping to Customer’s designated delivery location). If, within 10 business days following receipt of a Customer Order, Company is unable to fulfill an order or meet the delivery date set out in the order, Company shall notify Customer of the date that it will be able to fulfill the order or deliver the Product.  If the new date for delivery is unacceptable to Customer, Customer may terminate the order.  Company shall also have the right to limit the quantity of Product to be supplied to Customer.
2. Company shall use commercially reasonable efforts to deliver the specified Product in the quantities and on the date(s) specified in the Customer Order. Unless otherwise expressly agreed to by the Parties in writing, Company may make partial shipments of ordered Product to Customer.
3. All Product delivered to Customer shall have only the characteristics as described on the product labeling. At the time of delivery Customer may reject the Product if they are defective or not in accordance with Company’s specifications or do not meet the requirements under the Order.  If at any time Company determines its Product do not meet Company’s specifications, Company shall have the right to recall its Product from Customer.  Customer shall return all affected Product immediately to Company upon receipt of notice thereof.
4. All Product shall be delivered only to the address specified in the Customer Order and Customer will promptly unload each shipment at its own risk and expense (including any demurrage and/or detention charges).
5. Company shall provide Customer all pertinent shipping documents reasonably necessary to release the Product to Customer together with the Product or electronically sent to Customer.
6. Title passes to Customer upon delivery of the Product to the delivery location.
7. Customer shall purchase the Product from Company at the prices set forth and as may be modified from time to time by Company.
8. Customer will pay Company for the Product within 15 days of receiving the Product and additionally, any tax, duty or other governmental charge now or hereafter imposed on the Product or on any raw material used in manufacturing the Product. In the event of a payment dispute, Customer shall deliver a written statement to Company no later than ten (1) business days prior to the date payment is due on the disputed invoice listing all disputed items.  The Parties shall try to resolve all such disputes expeditiously and in good faith.  Notwithstanding the above to the contrary, Customer shall timely pay for all Product received (except rejected product at time of delivery).  Any disputed payment shall be timely paid in full and will only be refunded, if applicable, upon the resolution of such disputed payment.
9. Company warrants that each Product will only meet specifications designated in its labeling. COMPANY MAKES NO OTHER WARRANTIES, WHETHER FOR MERCHANTABILITY, FITNESS OR OTHERWISE, AND NONE WILL BE IMPLIED. Company will furnish other health or safety information as available.  Customer will disseminate appropriate health and safety information to all persons Customer foresees may be exposed to Product (including but not limited to Customer’s employees and customers).  If Product are further processed, mixed or incorporated into another product(s), Customer will likewise disseminate appropriate health and safety information to all persons Customer foresees may be exposed.  Company expressly disclaims any expertise or other special knowledge with regard to Customer’s intended applications for utilizing Company’s Product accepts that Customer assumes all responsibility for determining suitability of same.  Customer has made its own evaluation concerning the use of Company’s Product and accepts the same in their “AS IS” condition, and has not relied on any representation by any employee or agent of Company, or any of their affiliates, parents and subsidiaries to determine the suitability of Company’s Product for use or in Customer’s applications.  CUSTOMER ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR INDEPENDENTLY DETERMINING SUCH SUITABILITY AND THAT CUSTOMER IS RELYING SOLELY ON ITS OWN STUDIES, DATA AND OTHER RELEVANT INFORMATION TO DETERMINE WHETHER CUSTOMER’S GOODS AND THE MATERIALS CONTAINED THEREIN (INCLUDING COMPANY’S PRODUCT) ARE SAFE AND EFFECTIVE FOR CUSTOMER’S SALE AND APPLICATIONS.
10. Customer shall defend, indemnify and hold harmless Company, its affiliated, parent and subsidiary companies (inclusive of the directors, officers and employees of each) against any loss, damage, claim, suit, liability, judgment and expense (including but not limited to reasonable attorneys’ fees and costs of litigation), and any fines, penalties and assessments, arising out of bodily or personal injury, disease or death of persons, damage to or loss of any property or violation of the applicable law of any governmental authority which is any way arises, directly or indirectly, out of Customer’s use of Company’s Product, Customer’s marketing or sales of the Product, or use by any person of Customer’s Product; provided, however, that such indemnification obligation shall not apply to the extent such loss, damage, claim, suit, liability, judgment, or expense arose out of Company’s negligence or breach of these terms and conditions. Neither Company nor Customer will have any liability to the other for any claim (except for indebtedness of Customer to Company) arising out of or in connection with these terms and conditions unless claimant gives the other party notice of the claim, setting forth fully the facts on which it is based, within ninety (90) days of the date such facts were discovered or reasonably should have been discovered.  Company’s liability for defective or nonconforming Product, whether or not based on negligence, will not exceed the purchase price of the Product involved in the claim.  NEITHER PARTY WILL BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.  The obligations, indemnities and liabilities assumed by Customer under this section shall survive the termination of the Customer Order.
11. The Customer Order, invoice, and these Terms and Conditions constitute the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. If any term or provision of the Terms and Conditions is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.  No amendment to or modification of these Terms and Conditions or the Customer Order is effective unless it is in writing, identified as an amendment and signed by an authorized representative of each Party.  All matters arising out of or relating to these Terms and Conditions or the Customer Order are governed by, and construed in accordance with, the laws of the State of Nevada with venue in Clark County, Nevada, without regard to the conflict of law provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Nevada.  Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any action, litigation or proceeding only in US District Court in Nevada or, if such court does not have subject matter jurisdiction, the courts of the State of Nevada sitting in Clark County.  Any delay or failure of either Party to perform its obligations hereunder will be excused to the extent that the delay or failure was caused directly by an event beyond such Party’s control, without such Party’s fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable (which events may include natural disasters, mishandling by a third party, embargoes, explosions, riots, wars or acts of terrorism) (each, a “Force Majeure Event”).  In addition, Company will be excused in the event it is unable to acquire from its usual sources and on terms it deems to be reasonable, any material necessary for manufacturing the Product.  The relationship between the parties is that of independent contractors.  Nothing contained herein shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.  No relationship of exclusivity shall be construed from these Terms and Conditions or Customer Order/Invoice.  These Terms and Conditions along with the Customer Order/Invoice shall be binding upon and inure to the benefit of the Parties hereto and their successors and assigns.  Customer may assign its rights and obligations herein provided that any such assignee shall agree, in writing, to be bound by the terms and conditions.
12. In the event of default by either party hereunder, the party in default shall pay all costs incurred by the other party as a result of said default, including reasonable attorney’s fees, whether incurred through initiation of legal proceedings or otherwise.
13. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, THE PARTIES EACH WAIVES ALL RIGHTS TO TRIAL BY JURY IF LITIGATION ARISES IN CONNECTION WITH THIS TRANSACTION(S).