White Rabbit Energy, Inc Terms and Conditions for the Sale of Products and Purchase
Agreement
1. General. Sale of any Products is expressly conditioned on Buyer’s assent to the Contract.
Seller limits acceptance to the Contract and expressly objects to any additional or different
terms proposed by Buyer. No Buyer form shall modify the Contract, nor shall any course of
performance, course of dealing, or usage of trade operate as a modification or waiver of the
Contract. Any order to purchase Products shall constitute Buyer’s assent to the Contract.
Seller has made every effort to display as accurately as possible the colors and images of its
products that appear in its communications and marketing materials. Seller cannot guarantee
that the display of any color on any of Buyer’s devices will be accurate.
Seller reserves the right to limit the sales of its products to any person, or in any geographic
region or jurisdiction. Seller may exercise this right on a case-by-case basis. Seller reserves the
right to limit the quantities of any products that it offers. All descriptions of products or product
pricing are subject to change at any time without notice in Seller’s sole discretion. Seller
reserves the right to discontinue any product at any time. Any offer for any product is void where
prohibited.
There may be information in Seller’s communications or marketing materials that contains
typographical errors, inaccuracies or omissions that may relate to, among other things, product
descriptions, pricing, promotions, offers, product shipping charges, transit times and availability.
Seller reserves the right to correct any errors, inaccuracies or omissions, and to change or
update information or cancel orders if any such information is inaccurate at any time without
prior notice (including after Buyer has submitted an order).
Seller undertakes no obligation to update, amend or clarify any information, including without
limitation, pricing information, except as required by law. No update should be taken to indicate
that all information has been modified or updated.
2. Definitions. “Buyer” means the entity identified on the Order Form to which Seller is providing
Products under the Contract.
“Contract” means the completed Order Placed and Paid by Buyer and Seller for the sale of
Products, together with these Terms.
“Contract Price” means the agreed price stated in the Contract for the sale of Products.
“Order Form” means the order form completed and executed by Buyer and Seller for the sale of
Products.
“Products” means the materials and goods Seller has agreed to supply to Buyer under the
Contract.
“Seller” means the entity providing Products under the Contract.
“Terms” means these White Rabbit Energy, Inc Terms and Conditions for the Sale of Products.
3. Delivery and Shipping Terms. Title and risk of loss in all Products sold hereunder shall pass to
Buyer upon Seller’s delivery to the carrier at the shipping point.
Buyer shall pay all delivery costs and charges. Partial deliveries are permitted. Seller may
deliver Products in advance of the delivery schedule. Delivery times are approximate and are
dependent upon prompt receipt by Seller of all information necessary to proceed without
interruption. If Products delivered do not correspond in quantity, type or price to those itemized
in the Order Form, Buyer shall so notify Seller within one (1) day after receipt.
Any liability of Seller for non-delivery of the Products shall be limited to replacing the Products
within a reasonable time or adjusting the Order Form respecting such Products to reflect the
actual quantity delivered.
4. Cancellation of Order. Buyer may cancel its order only with the prior written consent of Seller,
which Seller may withhold in its sole discretion. All cancellations will be subject to payment by
Buyer to Seller of reasonable and proper cancelation charges. Buyer may return only unopened
Products within one (1) day of delivery at its sole cost. No returns of special, custom or
made-to-order Products will be permitted.
Seller reserves the right to refuse any order Buyer places with it for any reason. Seller may, in
its sole discretion, limit or cancel quantities purchased per person, per household or per order.
These restrictions may include orders placed by or under the same or a related customer
account, the same payment method, and/or orders that use the same or a related shipping
address. In the event that Seller makes a change to or cancels an order, Seller may attempt to
notify Buyer by contacting the e-mail and/or address/phone number provided on the relevant
Order Form. Buyer agrees to provide current, complete and accurate purchase and account
information for all purchases made. Buyer agrees to promptly update its account and other
information, so that Seller can complete transactions and contact Buyer as needed.
5. Contract Price. Buyer shall purchase the Products from Seller at the Contract Price. All prices
shall be confidential and Buyer shall not disclose such prices to any third party. All Contract
Prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and
charges of any kind imposed by any governmental authority on any amounts payable by Buyer.
Buyer shall be responsible for all such charges, costs and taxes; provided, that, Buyer shall not
be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross
receipts, personnel or real or personal property or other assets. The Contract Price excludes
shipping and handling charges, which are the obligation of Buyer.
6. Payment. Seller is not obligated to send Products to Buyer unless and until the full amount of
the Contract Price is received by Seller.. Seller shall provide its wire instructions to Buyer. Buyer
shall not withhold payment of any amounts due and payable to Seller by reason of any set-off of
any claim or dispute with Seller.
7. Buyer’s Representations and Warranties.
a. Buyer has full power and authority and holds all requisite governmental licenses, permits and
other approvals to enter into and perform its obligations under the Contract, and purchase the
Products.
b. Buyer has the capacity, power and authority to execute, deliver and carry out the terms and
provisions of the Contract and has taken all necessary action, partnership, corporate or
otherwise, to authorize the execution, delivery and performance of the Contract. Buyer has duly
executed and delivered the Contract and the Contract constitutes the legal, valid and binding
obligation of Buyer enforceable in accordance with its terms, except as the enforceability thereof
may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and
subject to general principles of equity.
c. Neither the execution, delivery nor performance by Buyer of the Contract nor compliance with
the terms and provisions thereof will (i) contravene any applicable provision of any law, statute,
rule, regulation, order, writ, injunction or decree of any court or governmental authority that has
jurisdiction over Buyer, (ii) result in any breach of any of the terms, covenants, conditions or
provisions of, or constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose) any lien upon any of the property or assets of Buyer pursuant to,
the terms of any material indenture, loan agreement, lease agreement, mortgage, deed of trust,
agreement or other material instrument to which Buyer is a party or by which it or any of its
property or assets is bound or (iii) violate any provision of Buyer’s organizational documents.
8. Prohibited Uses.
a. Buyer agrees not to use any Products for any unlawful or unauthorized purpose;
b. to solicit others to perform or participate in any unlawful acts;
c. to violate any international, federal, provincial or state regulations, rules, laws, or local
ordinances; or
d. to infringe upon or violate Seller’s intellectual property rights or the intellectual property rights
of others.
9. Disclaimer of Warranties. All Products are provided ‘as is’ for Buyer, without any
representation, warranties or conditions of any kind, either express or implied, including all
implied warranties or conditions of merchantability, merchantable quality, fitness for a particular
purpose, durability, title, and non-infringement. Seller personnel are not authorized to alter this
disclaimer of warranty.
10. Limitation of Liability. In no case shall Seller, its parent, subsidiaries, directors, managers,
members, officers, employees, affiliates, agents or contractors be liable for any injury, loss,
claim, or any direct, indirect, incidental, punitive, special or consequential damages of any kind,
whether based in contract, tort (including negligence), strict liability, regulatory, criminal, or
otherwise, arising from the Contract or Buyer’s, or a third party’s use or sale of any Products.
In no event shall Seller’s aggregate liability arising out of or related to a Contract, whether based
in contract, tort (including negligence), strict liability or otherwise, exceed the total of the amount
paid to Seller for the Products sold to Buyer under the Order Form for such Contract. For the
avoidance of doubt, this provision applies to each Contract and its related Order Form on a
one-off basis.
This limitation of liability is a material basis for the Contract and reflects the allocation of risks
between Seller and Buyer, without which Seller would not have agreed to provide the Products
at the Contract Price.
11. Indemnification. Buyer agrees to indemnify, defend and hold harmless Seller and its parent,
subsidiaries, affiliates, partners, members, managers, officers, directors, agents, contractors and
employees, from and against any and all third-party claims, costs, damages, losses, liabilities
and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i)
Buyer’s violation or breach of any term of this Contract or any applicable law or regulation,
whether or not referenced herein; (ii) Buyer’s violation of any rights of any third party; (iii) Buyers
negligence or misconduct; (iv) Buyer’s use, misuse or sale of any Products; (v) any third party’s
use of the Products through Buyer.
12. Intellectual Property. Nothing in the Contract is to be construed as a grant or assignment of
any license or other right to Buyer of any of Seller’s or its affiliates’ intellectual property rights,
whether patent, trademark, trade secret, copyright or otherwise.
13. Termination. In addition to any remedies that may be provided under these Terms, Seller
may terminate this Contract with immediate effect upon written notice to Buyer, if Buyer: (i) fails
to pay any amount when due under this Contract and such failure continues for thirty (30) days
after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or
complied with any of the provisions of the Contract, in whole or in part; or (iii) becomes
insolvent, files a petition for bankruptcy or commences or has commenced against it
proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of
creditors.
14. Representations and Indemnities to Survive Delivery. The indemnities, agreements,
representations warranties and other statements of Buyer set forth in or made pursuant to this
Contract will remain in full force and effect, regardless of any investigation made by or on behalf
of Seller or any of its partners, officers or directors or any controlling person, as the case may
be, and anything herein to the contrary notwithstanding, will survive delivery of and payment for
the Products sold hereunder and any termination of the Contract.
15. Non-Reliance. Buyer acknowledges and represents that in entering into this Contract it does
not rely on any statement, representation, or warranty of Seller other than those expressly set
out in the Contract. Buyer agrees that it is not relying on any representations or advertisements
made by Seller in Buyer’s decision to purchase Products and is using its own independent
judgment and legal review to inform its purchase decisions. Seller is not liable for any changes
in law, law enforcement actions, governmental agency actions, or other legal actions which may
implicate or involve Products purchased by Buyer, including products liability actions.
16. No Representations and Warranties; Implied Terms. Except as expressly set forth in the
Contract, (i) Buyer acknowledges and represents and it is the case that Seller does not make
any representation or warranty, written or oral, express or implied, and (ii) all warranties,
representations, conditions, terms and undertakings, express or implied, whether by statute,
common law, custom, trade usage, course of dealings or otherwise (including without limitation
as to quality, performance or fitness or suitability for purpose) in respect of the Products to be
provided by the Seller are excluded to the fullest extent permitted by law.
17. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the
part of Seller, any right, remedy, power or privilege hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other right, remedy, power
or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.
18. Integration. The Contract constitutes the entire agreement and understanding between
Buyer and Seller relating to the subject matter hereof and supersedes any and all previous
agreements and understandings, oral or written, between Buyer and Seller relating to the
subject matter hereof (including, but not limited to, any prior versions of the Terms).
19. Governing Law. THE CONTRACT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF Delaware AND THE LAWS OF THE
UNITED STATES APPLICABLE THEREIN (EXCLUDING ANY CONFLICT OF LAWS RULE OR
PRINCIPLE WHICH MIGHT REFER SUCH CONSTRUCTION TO THE LAWS OF ANOTHER
JURISDICTION).
20. Submission to Jurisdiction; Waivers. Buyer hereby irrevocably and unconditionally:
a. submits for itself and its property in any legal action or proceeding relating to the Contract, or
for recognition and enforcement of any judgment in respect thereof, to the exclusive jurisdiction
of the courts of the State of Delaware or of the United States for the District of Delaware, and
any appellate court from any thereof, in each case which are located in the District Court of
Sheridan in the county of Sheridan;
b. consents that any such action or proceeding may be brought in such courts and waives any
objection that it may now or hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an inconvenient court and agrees
not to plead or claim the same;
c. agrees that service of process in any such action or proceeding may be effected in
accordance with the local rules of civil procedure or by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid, to Buyer at its address
set forth in the relevant Order Form or at such other address of which Seller shall have been
notified by Buyer;
d. agrees that nothing herein shall affect the right to effect service of process in any other
manner permitted by law or shall limit the right to sue in any other jurisdiction; and
e. waives, to the maximum extent not prohibited by law, any right it may have to claim or recover
in any legal action or proceeding referred to in this paragraph any special, exemplary, punitive or
consequential damages.
21. Waiver of Jury Trial. Buyer hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by a jury in any legal proceeding arising out of or relating
to the Contract or the transactions contemplated hereby.
22. Notices. All notices, requests and demands to or upon the respective parties hereto shall be
in writing (including by email transmission) to be effective and, unless otherwise expressly
provided herein, if mailed and properly addressed with postage prepaid or if properly addressed
and sent by pre-paid courier service or personally delivered, shall be deemed given when
received and, if transmitted by email, shall be deemed given when the email is sent, in each
case at the addresses (or email addresses) set forth on the face of the Order Form or to such
other address that may be designated by the receiving party in writing.
23. No Advisory or Fiduciary Relationship. Buyer acknowledges and agrees that (i) the purchase
and sale of Products pursuant to the Contract is an arm’s-length commercial transaction
between Buyer, on the one hand, and Seller, on the other hand, (ii) in connection with the
purchase and sale contemplated hereby and the process leading to such transaction, Seller is
and has been acting solely as a principal and is not the agent or fiduciary of Buyer, or its
stockholders, creditors, employees or any other party, (iii) Seller has not assumed or will not
assume an advisory or fiduciary responsibility in favor of Buyer with respect to the purchase and
sale contemplated hereby or the process leading thereto and Seller has no obligation to Buyer
with respect to the purchase and sale contemplated hereby except the obligations expressly set
forth in the Contract, (iv) Seller and its affiliates may be engaged in a broad range of activities
that involve interests that differ from those of Buyer, and (v) Seller has not provided any legal,
accounting, regulatory or tax advice with respect to the offering contemplated hereby and Buyer
has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed
appropriate.
24. Confidential Information. All non-public, confidential or proprietary information of Seller,
including but not limited to samples, documents, data, pricing, discounts or rebates, disclosed
by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or
other form or media, and whether or not marked, designated or otherwise identified as
“confidential” in connection with this Contract is confidential, solely for the use of performing or
entering into this Contract and may not be disclosed or copied unless authorized in advance by
Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other
materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this
paragraph. This paragraph does not apply to information that is: (i) in the public domain; (ii)
known to Buyer at the time of disclosure; or (iii) rightfully obtained by Buyer on a
non-confidential basis from a third party.
25. Force Majeure. Seller shall not be liable or responsible to Buyer, nor be deemed to have
defaulted or breached this Contract, for any failure or delay in fulfilling or performing any term of
this Contract when and to the extent such failure or delay is caused by or results from acts or
circumstances beyond the reasonable control of Seller including, without limitation, acts of God,
flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war
is declared or not), terrorist threats or acts, riot, or other civil unrest, national or local emergency,
revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes (whether
or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or
delay in obtaining supplies of adequate or suitable materials, materials or telecommunication
breakdown or power outage, law enforcement action, governmental agency action, change in
law, or other adverse events which make performance of the contract impossible.
26. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under
this Contract without the prior written consent of Seller. Any purported assignment or delegation
in violation of this paragraph is null and void. No assignment or delegation relieves Buyer of any
of its obligations under this Contract.
27. Successors. The Contract will inure to the benefit of and be binding upon the parties hereto
and their respective successors, and no other person will have any right or obligation hereunder.
28. Severability. In case any provision in or obligation under the Contract shall be invalid, illegal
or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in
any way be affected or impaired thereby.
29. Ambiguities. Any ambiguities in the interpretation of the Contract shall not be construed
against the drafting party.
30. Effectiveness of the Contract. The Contract shall become effective upon the execution and
delivery of an Order Form by the parties thereto.
31. Counterparts. An Order Form may be executed in any number of counterparts and by the
different parties thereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same
agreement. Delivery of a signature page of an Order Form by electronic means shall be
effective as delivery of a manually executed counterpart of an Order Form..
32. Headings. The paragraph headings contained in these Terms are for reference purposes
only and shall not affect the meaning or interpretation of the Contract.