ESTTECH INC.

UCC GOODS SALES & SUPPLY AGREEMENT

Cannabis & Agricultural LED Lighting Fixtures

Between Esttech Inc. (“Seller”) and Customer (“Buyer”)

Effective Upon Use of This Website or Purchase of Products

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This UCC Goods Sales & Supply Agreement (“Agreement”) applies to all purchases of LED lighting fixtures and related goods from Esttech Inc., whether made through the website, a representative, or an authorized channel.

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1. PURPOSE

Seller agrees to sell, and Buyer agrees to purchase, agricultural and cannabis-facility lighting fixtures according to the terms of this Agreement and governed by UCC Article 2 (Sale of Goods).

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2. PRODUCT DESCRIPTION

The goods covered by this Agreement include, but are not limited to:

• Full-spectrum cannabis cultivation LED fixtures (e.g., 600W, 800W, 900W commercial units)

• Flowering, vegetative, clone, R&D, and high-bay agricultural lights

• Power supplies, drivers, and mounting hardware

• Control systems, dimmers, spectrum controllers

• Related accessories

• All fixtures intended for controlled-environment agricultural and cannabis applications

A detailed list of products, specifications, and quantities will be provided separately in Esttech Inc.’s official quotation or invoice.

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3. PURCHASE PRICE & PAYMENT TERMS

3.1 Pricing

Pricing, quantities, and rebate values are provided separately in an official quotation or invoice issued by the Seller. That document governs commercial terms.

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3.2 Payment Terms

Unless otherwise agreed in writing:

• 50% deposit due upon order acceptance

• 50% balance due prior to shipment

• All invoices are due immediately unless net terms are granted

If Buyer has approved payment terms (Net 15, Net 30, Net 45), late payments accrue 2% interest per month or the maximum allowed by law.

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3.3 Failure to Pay

If Buyer fails to pay:

• Seller may withhold shipment

• Seller may reclaim goods under UCC §2-702

• Buyer is responsible for collection costs, attorney fees, and freight already expended

 

4. DELIVERY, TITLE, & RISK OF LOSS

4.1 Shipping Terms

Unless otherwise stated:

• All deliveries are FOB Seller’s Warehouse

• Risk of loss transfers to Buyer upon carrier pickup (UCC §2-319)

 

4.2 Delivery Estimates

Estimated ship dates are not guaranteed. Seller is not responsible for delays caused by:

• Customs

• Force majeure events

• Material shortages

• Supply chain disruptions

• Buyer-caused delays

 

4.3 Inspection Upon Receipt

Buyer must inspect goods within 72 hours and notify Seller of:

• Shipping damage

• Shortages

• Visible defects

 

Failure to notify constitutes acceptance of goods “as-is” (UCC §2-606).

 

5. LIMITED WARRANTY

 

5.1 Manufacturer Warranty

Seller warrants that lighting fixtures will be free from manufacturing defects for five (5) years from delivery unless otherwise specified in writing.

5.2 Warranty Limitations

Warranty does not cover:

• Improper installation

• Incorrect voltage

• Water damage or excessive humidity

• Unauthorized repairs

• Physical damage caused by Buyer

• Environmental corrosion or chemical exposure

Seller may repair, replace, or issue credit at its discretion.

 

5.3 Exclusive Remedies

Under UCC §2-719, warranty remedies are limited to repair, replacement, or credit — no consequential damages.

 

6. RETURNS, RESTOCKING, AND REBATES

6.1 Returns

No returns will be accepted without:

• Prior written approval

• A valid RMA number

• Products in original packaging and unused condition

 

6.2 Restocking Fee

Buyer agrees to pay:

• A 20% restocking fee

• All freight charges

• Labor inspection costs

 

6.3 Rebate Programs (if applicable)

If fixtures were discounted due to:

• Utility rebates

• Volume incentives

• Project-based pricing

 

Buyer must reimburse Seller 10% of the rebate value if goods are returned.

 

7. BUYER RESPONSIBILITIES

Buyer is responsible for:

• Ensuring facility electrical compatibility

• Compliance with agricultural and cannabis regulations

• Using licensed electricians for installation

• Providing accurate delivery and contact information

• Maintaining environmental conditions appropriate for LED performance

 

8. SECURITY INTEREST (UCC §9-103)

Buyer grants Seller a purchase-money security interest (PMSI) in all goods until fully paid.
Seller may file a UCC-1 financing statement if necessary.

 

9. DEFAULT & REMEDIES

Buyer is in default if:

• Payment is late

• Buyer becomes insolvent

• Buyer ceases business

• Buyer attempts to transfer goods without payment

 

Seller may:

• Reclaim goods

• Retrieve unpaid goods from Buyer’s premises

• Accelerate all outstanding balances

• Charge attorney fees and finance costs

• Suspend future deliveries

 

10. LIMITATION OF LIABILITY

Seller is not liable for:

• Lost yields

• Crop loss

• Lost revenue

• Business interruption

• Damages resulting from improper installation

 

Total liability is limited to the value of the goods purchased.

 

11. GOVERNING LAW

This Agreement is governed by:

• UCC Article 2 (Sale of Goods)

• Applicable U.S. commercial law

 

12. CONFIDENTIALITY

Both parties agree to maintain confidentiality regarding:

• Pricing

• Discounts

• Specifications

• Project details

• Rebate arrangements

• Facility information

 

13. ENTIRE AGREEMENT

This Agreement constitutes the full and complete contract between Buyer and Seller.
Any amendments must be in writing.

 

14. NO SIGNATURE REQUIRED

This web-published Agreement is binding automatically upon:

• Placing an order

• Initiating a purchase

• Accepting a quotation or invoice

• Receiving goods

No physical signature is required.