BIG TREE NATURALS, LLC DBA KAIBAE Ingredient Orders

TERMS AND CONDITIONS OF SALE

These Terms and Conditions constitute an offer to Buyer for the sale of all products and/or services ("Products") by Big Tree Naturals, LLC dba KAIBAE (“KAIBAE”). Buyer’s acceptance of this offer is expressly limited to and conditional upon these Terms and Conditions. Any different or additional terms proposed by Buyer, whether in Buyer’s purchase order, confirmation, or otherwise, are unacceptable to KAIBAE, are expressly rejected, and will not become part of these Terms and Conditions.

Neither KAIBAE's acknowledgment of a purchase order nor KAIBAE's failure to object to different or additional terms and conditions in any document issued by Buyer shall be deemed an acceptance of such terms or a waiver of the provisions herein.

KAIBAE may update and/or amend these Terms and Conditions by notifying Buyer or sending Buyer the updated or amended Terms and Conditions.

Any electronic communication between KAIBAE and Buyer shall be considered to be “writing” and/or “in writing.” The electronic communication system used by KAIBAE will serve as sole proof for the content and timing of delivery and receipt.

1. ORDERS

Orders shall be initiated by Buyer issuing a purchase order or otherwise placing an order by electronic means acceptable to KAIBAE. Orders shall identify the Products, unit quantities, SKU numbers, descriptions, applicable prices, and requested delivery dates. “Order” means KAIBAE’s acceptance of Buyer’s purchase order subject to KAIBAE’s Product catalog and pricing at the time of issuance, and further subject to these Terms and Conditions, as may be amended.

2. PRICES

2.1 Prices shall be as specified by KAIBAE and applicable for the period stated in the quote. If no period is specified, prices are valid for thirty (30) days. Prices may increase due to increased costs or circumstances beyond KAIBAE’s control.

2.2 Prices are exclusive of taxes, duties, shipping charges, and other fees. If KAIBAE is liable for such charges, Buyer shall reimburse KAIBAE in addition to the product price.

3. PAYMENT TERMS

3.1 Payment for all Orders shall be made before shipment unless KAIBAE extends credit in writing. Buyer agrees to pay the full invoice amount without offset or deduction.

KAIBAE may change credit terms at any time, requiring payment via cash, wire transfer, or bank check.

3.2 KAIBAE may suspend delivery or cancel Orders if Buyer’s ability to pay is impaired or invoices are overdue. Buyer remains liable for shipped Products.

3.3 Checks are accepted subject to collection. Late payments accrue interest of 1.5% per month (or the maximum legal rate). Buyer shall reimburse KAIBAE for collection costs and attorney fees.

4. DELIVERY

4.1 All deliveries are Ex Works KAIBAE’s facility in California, unless otherwise specified.

4.2 KAIBAE may obtain shipping quotes on Buyer’s behalf, but delivery remains Ex Works. Buyer assumes all risk of loss during transit.

4.3 Risk of loss passes to Buyer upon delivery to the carrier. Title passes upon full payment.

4.4 Storage and shipping requirements are disclosed on KAIBAE’s Certificates of Analysis. Buyer is responsible for compliance.

4.5 Delivery dates are estimates. KAIBAE is not liable for delays. Quantity deviations do not permit rejection of Products.

5. INSPECTION AND ACCEPTANCE

5.1 Buyer shall inspect Products upon delivery and during handling, use, storage, or sale.

5.2 Damage or shortage must be reported within 48 hours; defects within 30 days with supporting lab reports. Products are deemed accepted unless KAIBAE receives timely written notice of rejection.

5.3 KAIBAE determines whether Products meet specifications, considering third-party reports and internal records. Returns require KAIBAE consent and must follow the return authorization.

6. USE OF INFORMATION

Buyer relies solely on its expertise regarding Products. Any advice from KAIBAE is provided without liability.

7. FORCE MAJEURE

7.1 Neither party is liable for delays or failures caused by circumstances beyond reasonable control, including natural disasters, government actions, strikes, supply shortages, or shipping delays.

7.2 The affected party must notify the other promptly. Delivery obligations are suspended for the duration of the force majeure. Orders may be canceled for standard products after 30 days of ongoing force majeure.

8. WARRANTY AND CONTINUING PRODUCT GUARANTEE

8.1 WARRANTY
KAIBAE warrants that Products conform to specifications at delivery. KAIBAE may repair, replace, or issue credit for defective Products returned within 30 days with proof of purchase.

8.2 CONTINUING PRODUCT GUARANTEE
8.2.1 Products are guaranteed to be lawful, non-adulterated, non-misbranded, and in compliance with applicable laws.

8.2.2 Products are manufactured under sanitary conditions following good practices.

8.2.3 KAIBAE will defend and indemnify Buyer against third-party claims arising solely from KAIBAE’s breach of guarantee. Buyer indemnifies KAIBAE against claims arising from Buyer’s negligence.

8.2.4 Written notice of claims must be provided immediately to the other party.

8.3 These warranties are exclusive and in lieu of all other warranties, including merchantability, fitness, or non-infringement.

9. LIMITATION OF LIABILITY

KAIBAE is not liable for indirect, incidental, or consequential damages. Buyer’s recovery is limited to the purchase price of the Products giving rise to the claim.

10. CANCELLATION

Orders cannot be canceled, reduced, or rescheduled without KAIBAE’s written consent. Wrongful rejection or cancellation entitles KAIBAE to recover damages.

11. SUSPENSION AND TERMINATION

KAIBAE may suspend performance or reclaim Products if Buyer defaults, becomes insolvent, or fails to provide adequate assurance of performance.

12. COMPLIANCE WITH LAWS

Buyer is responsible for compliance with laws and standards applicable to Product use and must obtain all necessary approvals.

13. NON-ASSIGNMENT

Neither party may assign rights or obligations without written consent, except KAIBAE may assign to affiliates or third parties acquiring its business.

14. GOVERNING LAW AND VENUE

14.1 California law governs. The UN Convention on Contracts for the International Sale of Products does not apply.

14.2 Legal proceedings must be brought exclusively in Los Angeles County, California courts. Parties consent to jurisdiction and waive venue objections.

15. MODIFICATIONS

Modifications are valid only if in writing and signed by an authorized KAIBAE representative.

16. SEVERABILITY

Invalid provisions do not affect the validity of remaining provisions.

17. WAIVER

Failure to enforce a term does not constitute a waiver of rights. No waiver of one breach waives others.

Big Tree Naturals, LLC dba KAIBAE Contact:
Location: 9 East Mission Street, Santa Barbara, CA 93101
Phone: 855-465-2422
Email: info@gokaibae.com