B2B Terms of Sale and Resale

1. Business Scope

These B2B Terms of Sale and Resale (the “B2B Terms”) govern sales by Breedtech LLC d/b/a RAW Roots (“RAW Roots,” “we,” “us” or “our”) to a business, organization or entrepreneur purchasing Products primarily for resale or commercial use (the “Buyer”).

By applying for an account, submitting a purchase order, accepting a quotation, using a wholesale portal or completing a B2B purchase, Buyer confirms it acts for business purposes and not as a consumer. A personal purchase is governed by the B2C Terms of Service even if the purchaser uses a business name.

2. Eligibility, Account and Authority

A B2B account is subject to approval, verification and periodic review. Buyer represents that it is validly organized or authorized to operate; holds all required licenses, permits and registrations; and that the person accepting these B2B Terms has authority to bind Buyer.

Buyer will keep its legal name, DBA, EIN or tax identifier where applicable, address, contacts, licenses, sales channels and tax certificates current. RAW Roots may request reasonable documentation and may reject or suspend an account for incomplete information, fraud risk, breach, regulatory change or reasonable commercial risk. Credentials are exclusive to Buyer, which is responsible for orders submitted by authorized users and must promptly report unauthorized access.

3. Orders, Acceptance and Order of Precedence

A purchase order, cart, unsigned quotation or automated confirmation is Buyer's offer and does not bind RAW Roots. An order is accepted only when RAW Roots issues written acceptance, confirms inventory allocation or ships the accepted Products, whichever occurs first.

RAW Roots may accept an order in part, allocate quantities, correct obvious errors or reject it for inventory, payment, credit, destination, compliance or risk. Additional or different terms in Buyer's purchase order, portal, routing instruction or communication are rejected unless expressly accepted in a writing signed by an authorized RAW Roots representative.

In a conflict, the following order controls: (1) a wholesale agreement signed by both parties; (2) RAW Roots' written quotation or order acceptance; (3) these B2B Terms; and (4) Buyer's order only as to accepted SKU, quantity, price, address and requested date.

4. Products, Classification and Lawful Use

Products are collectible items for genetic preservation and lawful educational purposes and are not intended for human or animal consumption. Buyer will not market a Product as food, supplement, medicine, treatment or intoxicating product, or make unauthorized medical, therapeutic, potency, germination, cultivation or yield claims.

That description states the purpose for which RAW Roots offers the Products. It is not a legal exemption, license or authorization, and it does not determine how any federal, state or local law classifies the Products or treats their purchase, possession or resale.

Buyer will evaluate and comply with all laws where it buys, receives, stores, advertises, offers or resells. Account approval, order acceptance or delivery is not legal advice or a representation that resale is lawful in every jurisdiction or channel.

Any statement by RAW Roots about a Product's classification, composition or legal status reflects only its good-faith understanding on the date the order is accepted. It is not a representation that the Product will keep that status after a change in any statute, regulation, agency interpretation, enforcement position, court decision, carrier rule or payment-network rule (a “Change in Law”), including the amendment of the federal definition of hemp by Section 781 of Division B of Public Law 119-37 as it takes effect on the date set by that law, as it may be delayed or amended (on the date of these B2B Terms, December 11, 2026). Buyer does not rely on RAW Roots to determine whether any Product may lawfully be purchased, held, advertised or resold.

Buyer represents at each order, and on each delivery, that it may lawfully buy, receive, store and resell the Products at its delivery address and in each location and channel where it offers them. Buyer is solely responsible for its own resale compliance, including licenses, age verification of its customers, labeling, advertising, destination restrictions and recordkeeping, and for the consequences of holding or reselling Products where that is not lawful.

Upon a Change in Law affecting a Product, Buyer will stop offering and reselling that Product where the Change in Law prohibits it, no later than the date it takes effect, and will segregate the affected inventory. RAW Roots may, but is not required to, publish a notice identifying affected SKUs and dates; the absence of a notice does not relieve Buyer of its obligations. Unless RAW Roots agrees otherwise in writing, Products already delivered to Buyer are not returnable or refundable because of a Change in Law, and Buyer bears the risk of its inventory after title passes under Section 9.

Buyer will not market any Product with a statement that it is legal, federally compliant, hemp or not a controlled substance, unless RAW Roots has approved that statement in writing for the specific SKU and period.

5. Prices, Minimums and Availability

Wholesale prices, order minimums, case packs, SKU limits, promotions and lead times are those shown in the current quotation, portal or acceptance. Unless acceptance states otherwise, prices are in U.S. dollars, exclude shipping, insurance, tax, duties, platform fees and special services, and may change for future orders.

A quotation expires on its stated date and may be withdrawn before acceptance if it states no date. Forecasts, wishlists, meetings, samples and carts do not reserve inventory or require RAW Roots to maintain price or availability.

6. Taxes and Resale Certificates

Buyer will pay applicable taxes, fees and charges other than taxes on RAW Roots' net income.

A sale is made without sales tax only if, before the invoice is issued, Buyer has provided a valid, complete, signed and dated resale or exemption certificate that applies to the delivery jurisdiction and to the Products, in a form that jurisdiction accepts (for example, New Jersey Form ST-3, the Streamlined Sales Tax Certificate of Exemption or the Multistate Tax Commission Uniform Sales and Use Tax Resale Certificate). A resale license, permit or registration number by itself is not a certificate. If no valid certificate is on file when the invoice is issued, the order carries sales tax at the applicable rate. Wholesale pricing does not by itself make a sale tax-exempt.

A certificate provided after an invoice is issued applies to later invoices. RAW Roots may, but is not required to, refund or credit tax already charged on an earlier invoice, and only where the rules of the taxing authority allow it.

Buyer will report changes, retain required documentation, and be responsible for tax, interest, penalty or cost arising from an invalid, expired, inaccurate or ineligible certificate. RAW Roots may collect tax until documentation is validated and need not refund tax that must be remitted to an authority.

If an order is canceled in whole or in part under Section 8 or Section 21, no sales tax is due on the canceled portion and any tax collected on it will be refunded or credited with that portion, subject to the rules of the taxing authority. A resale or exemption certificate supports only the Products and jurisdictions it lawfully covers. It does not represent, and RAW Roots' acceptance of it does not confirm, that resale of any Product is lawful. Buyer will notify RAW Roots within five business days if a certificate, license or registration it provided is revoked, suspended, expires or no longer covers the Products, and RAW Roots may suspend tax-exempt sales, or all sales, to Buyer until valid documentation is provided.

7. Payment, Credit and Collection

Unless RAW Roots approves credit in writing, each order is prepaid through an authorized method. Credit on one order does not require credit on another. RAW Roots may establish or reduce limits, request financial information, security, deposit or prepayment, and suspend orders for delinquency or reasonable credit deterioration.

Approved-credit invoices are due on the stated date. Overdue amounts accrue the lesser of 1.5% per month or the maximum lawful rate. Buyer will pay reasonable collection costs permitted by law and may not set off, withhold or deduct amounts absent RAW Roots' written credit or a nonwaivable right. A chargeback does not replace the contractual claim process or discharge valid debt.

Bank transfers.A payment by bank transfer (wire or ACH) must be made in U.S. dollars to the account stated on RAW Roots' invoice or pro forma invoice for the order and must quote that invoice or pro forma number. RAW Roots does not change its bank details by email alone. Before sending funds to account details that are new or differ from those previously used, Buyer will confirm them with RAW Roots through a channel other than the message that contained them; RAW Roots is not responsible for funds sent to an account that it did not designate. An order paid by bank transfer is released for shipment only after the full amount has been received in cleared funds. Fees charged by Buyer's bank or any intermediary bank are borne by Buyer, and RAW Roots may hold an order until any shortfall is paid. A payment that is returned, recalled or reversed after shipment is due immediately.

Third-party payers.Payment is expected from an account held by Buyer. If any payment is made by a person other than Buyer (a “Third-Party Payer”), Buyer will identify the Third-Party Payer and its relationship to Buyer before or when the payment is made and will provide, on request, reasonable documentation, such as the Third-Party Payer's legal name and address, a written authorization from the Third-Party Payer and evidence of the relationship. RAW Roots may refuse a third-party payment, and may hold the related order and the funds, until it is satisfied with that documentation, and may return a third-party payment to its source. A third-party payment does not make the Third-Party Payer a party to the sale, and Buyer remains responsible for all obligations under these B2B Terms. A refund of a third-party payment will be made to the account from which the funds were received unless law requires otherwise.

8. Allocation, Changes and Cancellation

For drops or limited inventory, RAW Roots may allocate quantities in a commercially reasonable manner. Buyer receives no exclusivity, territory, priority, replenishment or continuous supply absent a signed agreement.

A change or cancellation request requires written acceptance. RAW Roots may charge documented, permitted, nonrecoverable packaging, labeling, processing, freight, custom-material or committed costs. If RAW Roots cancels unshipped Products for a reason not attributable to Buyer, it will refund amounts paid for those Products and applicable charges.

In response to a Change in Law, or when RAW Roots reasonably determines that one is imminent, RAW Roots may by written notice, at any time and without liability except as stated in this Section: suspend or discontinue any SKU or product line; stop accepting orders or stop shipping to any destination; set a last order date or last shipment date; and cancel, in whole or in part, any accepted order, including prepaid orders, deposits, reservations and allocations, that has not been tendered to the carrier. RAW Roots will not ship an order it reasonably believes cannot lawfully be delivered or resold at Buyer's location. For Products affected by the Section 781 change, RAW Roots will post the last order date and the last shipment date on this page before that change takes effect, or notify Buyer of them.

If Products have been tendered to the carrier but have not been delivered when a Change in Law takes effect, or when RAW Roots reasonably determines that one is imminent, Buyer authorizes RAW Roots to ask the carrier, where the carrier permits it, to hold, intercept or return the shipment. Products returned to RAW Roots as a result are treated as canceled under this Section and refunded or credited as stated below. RAW Roots does not guarantee that a carrier will act on such a request.

For a cancellation under this Section, RAW Roots will refund or credit, at Buyer's election, the amounts Buyer paid for the canceled Products and the related charges, with no cancellation or restocking charge. Unless the parties agree otherwise, a refund is made to the original payment method: for a card payment, through the card processor to the card charged; for a bank transfer, by bank transfer to the originating account after RAW Roots verifies the account details; and for a payment made in a digital asset, in USDC for the U.S. dollar amount recorded at the time of payment, sent to the originating wallet or another wallet Buyer verifies in writing. Bank-transfer and digital-asset refunds are processed manually. RAW Roots is not responsible for third-party network, bank or conversion fees, for changes in the market value of any digital asset, or for loss caused by incorrect payment details supplied by Buyer.

That refund or credit is Buyer's sole remedy for a cancellation, suspension or discontinuation under this Section. RAW Roots is not liable for Buyer's lost profits, resale commitments, marketing costs or other loss arising from a Change in Law or from RAW Roots' response to it.

9. Shipment, Title and Risk of Loss

Unless written acceptance states otherwise, sales are FOB shipping point. Title and risk of loss pass when RAW Roots tenders Products to the carrier at the shipping point, without limiting a claim for RAW Roots' breach, inadequate packaging or incorrect documentation.

Processing, dispatch and transit dates are estimates absent an express written commitment. RAW Roots selects the carrier and service unless it accepts another instruction. Buyer pays freight, insurance, surcharges, redelivery, storage and special services. We do not ship internationally or to restricted destinations; Buyer will not arrange reshipment, transshipment or export without written approval.

10. Inspection, Acceptance and Claims

Buyer will inspect quantity, SKU, outer packaging, seals, labels and visible damage within five business days after delivery and will notify RAW Roots in writing of any reasonably detectable nonconformity within that period. Buyer must preserve Products and packaging and provide the order, lot, photographs and other reasonable evidence.

A latent defect must be reported promptly and in all events within ten business days after discovery. Delay that materially prejudices investigation, mitigation or a carrier claim may limit the remedy to the extent permitted. Resale, opening, repacking, relabeling, mixing, planting, germination, alteration or transfer constitutes acceptance of the affected Product except for a reasonably undiscoverable latent defect or mandatory legal remedy.

11. Returns and RMA

No return is accepted without written authorization and an RMA number. Because traceability, seal integrity and regulatory classification matter, opened, used, altered, relabeled, planted, germinated or transferred Products are nonreturnable except for a mandatory legal remedy or recall instruction.

An authorized return must be shipped within the stated period and method with lots, seals and documentation intact. RAW Roots pays return cost for its own error or covered nonconformity. For an accepted commercial-convenience return, Buyer pays freight and any restocking charge stated in the RMA.

12. Resale, Channels and Independent Pricing

Buyer will sell only under its approved name and at disclosed, permitted locations and channels. Without written authorization, Buyer will not appoint subdistributors, sell to brokers, marketplaces, exporters, reshippers or further resellers, or sell outside the United States.

Buyer independently determines its resale prices. Any MSRP is suggested and is not an agreement on final price. A separate unilateral advertising or channel policy, if adopted by RAW Roots, is governed by its own terms and law; these B2B Terms do not authorize coordination of prices among resellers.

Buyer will not engage in deceptive sales, sales to persons under 21, simulated orders, review manipulation, unsubstantiated claims or advertising that confuses Buyer's business with RAW Roots.

13. Brand, Materials and Intellectual Property

RAW™ is a trademark of HBI International. RAW Roots is produced and distributed by Breedtech LLC under exclusive license. While Buyer remains compliant, RAW Roots grants a limited, revocable, nonexclusive, nontransferable, nonsublicensable license to use approved official materials and marks solely to advertise and resell authentic Products during the account term.

Buyer will follow brand guidelines, will not modify logos or packaging, register confusing domains, handles, keywords, marks or entities, or imply sponsorship, exclusivity or additional authority. Goodwill benefits the applicable owner. Upon account termination, use will cease except for an authorized sell-off of authentic inventory.

14. Traceability, Records, Security and Recalls

Buyer will maintain reasonable order, SKU, lot, date, quantity, location and business-customer records for the legal period and at least three years as an operating minimum unless law requires longer. Buyer will keep Products sealed, dry and protected from temperature, humidity, contamination, tampering and unauthorized access.

Buyer will immediately report loss of traceability, counterfeiting, diversion, investigation, seizure, serious complaint or safety risk. Buyer will cooperate in a hold, stop-sale, withdrawal, recall, notification or destruction; segregate affected inventory; and make no public recall statement without coordination unless legally required.

15. Confidentiality and Data

Nonpublic pricing, availability, launch materials, samples, credentials, lists, forecasts and commercial terms identified or reasonably understood as confidential will be used only for the B2B relationship and protected with reasonable care. Confidential information excludes information lawfully public, already known, lawfully received from another source or independently developed.

Each party will comply with applicable privacy law. Buyer will not provide RAW Roots unnecessary consumer data for fulfillment, recall or authorized support, or transmit card data, passwords or sensitive identifiers by email.

16. Limited Commercial Warranty

RAW Roots warrants to the original Buyer that, when risk transfers: (a) RAW Roots has the right to sell the Products; (b) Products materially correspond to the accepted SKU, quantity, lot and written specification; and (c) packaging and labeling supplied by RAW Roots do not have a material nonconformity detectable by reasonable inspection.

This warranty excludes natural variation not contrary to a written specification; germination, cultivation, phenotype, sex, potency or yield results; post-transfer storage or handling; relabeling; misuse; sale through an unauthorized channel; modification; mixing; counterfeiting; or Buyer's breach.

17. Disclaimer of Other Warranties

EXCEPT FOR THE EXPRESS LIMITED COMMERCIAL WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRODUCTS AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” RAW ROOTS DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, TRADE USAGE OR PERFORMANCE.

NO RECOMMENDATION, SAMPLE, DESCRIPTION, FORECAST OR CONVERSATION CREATES AN ADDITIONAL WARRANTY. BUYER DOES NOT RELY ON RAW ROOTS TO DETERMINE LEGALITY, PROFITABILITY, DEMAND, CULTIVATION OR FITNESS FOR BUYER'S BUSINESS MODEL.

18. Exclusive Remedy

For a timely covered claim, RAW Roots may reasonably elect to complete a shortage, replace the Product with the same SKU, offer an equivalent with consent, issue credit or refund the net price paid for the affected Product. If an exclusive remedy fails of its essential purpose, remedies available under applicable law apply.

Buyer will mitigate damage and will not destroy or return Products without instructions. This clause does not limit recall duties or liability that cannot be limited.

19. Indemnification

Buyer will defend, indemnify and hold harmless RAW Roots, its affiliates and licensors from third-party claims arising from Buyer's resale, advertising or claims; unauthorized channels or territories; relabeling, modification, storage or handling; legal or contractual breach; negligence or willful misconduct; or promises not authorized by RAW Roots.

RAW Roots will reasonably notify Buyer and allow Buyer to direct the defense with competent counsel, provided no settlement may impose an admission, nonmonetary obligation or liability on RAW Roots without consent. Indemnification is reduced to the extent the claim results from RAW Roots' breach, gross negligence or willful misconduct.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR LOST PROFIT, REVENUE, GOODWILL, OPPORTUNITY, DATA OR DERIVATIVE INVENTORY, EVEN IF ADVISED OF THE POSSIBILITY.

RAW ROOTS' TOTAL LIABILITY RELATED TO A CLAIM WILL NOT EXCEED THE NET AMOUNT BUYER PAID FOR THE AFFECTED PRODUCTS DURING THE TWELVE MONTHS BEFORE THE EVENT. THESE LIMITATIONS DO NOT APPLY TO FRAUD, WILLFUL MISCONDUCT, PERSONAL INJURY, EXPRESS INDEMNITY OBLIGATIONS OR LIABILITY THAT LAW DOES NOT PERMIT TO BE LIMITED.

21. Force Majeure

Neither party breaches for delay or failure caused by events beyond reasonable control, including disaster, fire, weather, epidemic, war, terrorism, riot, a Change in Law, any act, order, seizure, hold, inquiry or enforcement position of a governmental authority, embargo, a carrier refusing, holding or restricting the Products, the suspension, termination or restriction of a payment processor, payment network, bank or digital-asset service, utility interruption, shortage, critical-supplier failure, cyber incident or labor dispute. The affected party will notify when reasonable and mitigate.

Force majeure does not excuse payments already due. If it prevents an order for more than 30 days, either party may cancel the unperformed portion without additional liability, except authorized costs and refund of amounts for undelivered Products. If the event is a Change in Law, RAW Roots may cancel immediately under Section 8 without waiting 30 days.

22. Term, Suspension and Termination

These B2B Terms apply while an account or B2B transaction exists. Either party may terminate the future relationship by notice. RAW Roots may immediately suspend or terminate for delinquency, fraud, diversion, illegal resale, safety risk, brand misuse, channel violation, license loss, regulatory change or a Change in Law that affects the Products or Buyer's location.

Termination does not cancel accepted orders absent written notice or eliminate payment, confidentiality, intellectual-property, traceability, recall, indemnification, limitation, dispute or other obligations that survive by nature. RAW Roots may condition an authentic-inventory sell-off.

23. Governing Law and Disputes

These B2B Terms and each sale are governed by Nevada law and its Uniform Commercial Code, without conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods is excluded.

The parties will attempt in good faith to resolve a dispute through written notice stating the order, facts and requested resolution. Except for urgent relief, an action will be filed exclusively in state or federal courts located in Clark County, Nevada, and each party accepts jurisdiction and venue. To the extent permitted, the prevailing party may recover reasonable fees and costs.

24. Communications and Electronic Acceptance

The parties agree to electronic records, signatures, clicks, orders, invoices and notices. Buyer will retain a reproducible copy. Operational notices may be sent to the account contact. A legal notice to RAW Roots must be sent to info@growrawroots.com and 20855 NE 16th Avenue Suite C-30, Miami, FL 33179; notice to Buyer will be sent to the address and email in its application unless updated in writing.

Acceptance by an unselected checkbox, signature, portal action, acceptance email or authorized commercial conduct may evidence consent, subject to applicable law.

25. General Provisions

The parties are independent contractors. No agency, franchise, partnership, joint venture, fiduciary duty, exclusivity or authority to bind the other exists. Buyer may not assign these B2B Terms, the account or orders without consent; RAW Roots may assign them in a reorganization, financing or sale of the business.

A modification requires a record signed by authorized representatives, except a prospective update of these B2B Terms that RAW Roots posts with a new effective date and notifies to Buyer's account email before Buyer's next order. An update governs orders placed on or after its effective date; each order remains governed by the version Buyer accepted for it, except that Sections 8 and 21 as updated apply to any portion not yet shipped. RAW Roots records the version accepted with each acceptance. Placing an order after notice of an update is acceptance of it. Failure to enforce is not waiver. If a provision is invalid, it will be adjusted to the minimum extent and the remainder will continue. These B2B Terms and incorporated documents constitute the entire agreement on their subject.

26. Contact

Breedtech LLC d/b/a RAW Roots
Email: info@growrawroots.com
Website: https://growrawroots.com
Legal and mailing address: 20855 NE 16th Avenue Suite C-30, Miami, FL 33179