Purchase Agreement for a New Age Hemp Leasehold Farming Plot with a 5 year lease term
Terms and Conditions
Contract number: XXXXX
New Age Hemp SL, a company with limited liability under Spanish law (“Ley de Espana”), with its registered office at STREET NAME, BARCELONA 000000 . Recorded in the local commercial register under number XXXXXXX, represented in this matter by Mr Nico Aley, the director under the articles of association of New Age Hemp SL
Date of Birth:
(Herinafter reffered to as: ´Purchaser´);
New Age Hemp and the Purchaser(s) are hereinafter jointly and individually referred to as: ´Parties´
New Age Hemp has hemp plantations in XXXXX, Aragon, where Hemp plants can be cultivated:
the aforementioned plantations are subdivided into individually identifiable plots by means of physical identification tags and equipment or by administrative procedure, with various sizes;
New Age Hemp intends to offer the opportunity for Purchaser to obtain the leasehold title to the following plot: XXXXXXX, xxx, xxx Plot A (000m2) and the rights to the proceeds of 5 crop rotations over 5 years of X amount of Hemp seed per cycle;
The average rotation of the hemp plants planted on the aforementioned plantation is XXXXX days or XXX;
The purchaser wishes to purchase plot as referred to under (b);
The purchaser referred to under (b), and the purchase price, term and right to proceeds in particular, plus all statements, promises, guarantees and conditions that form part of it are described and stipulated in this agreement.
The parties agree as follows:
The agreement with New Age Hemp concerning the purchase, including these terms and conditions, the content of the prospectus, which the Purchaser has accepted as a whole, and/or with repect to which the Purchaser has stated that it (will) consider itself to be fully bound by such.
An article or provision of this agreement
A leases plot of land in XXXXXX of XXXXXm2, Spain to be planted with XXXX per rotation, which equates to 1 rotation a year for 5 years.
Where relevant , the adviser referred to by name in the terms and conditions or any other officer or employee of New Age Hemp.
The date on which the Agreement becomes effective.
Any written complaint of a purchaser, in which the Purchaser gives a clear description of the reason why the Purchaser disagrees with the way in which New Age Hemp is implementing this Agreement or fulfilling its other obligations.
The portion of the plantation purchased by the Purchaser, the size and location of which is to be recorded on the register maintained by New Age Hemp SL.
The total amount paid or to be paid by the Purchaser to acquire his plot and plants for 5 rotations.
Rights to Proceeds
Exclusively the right under the investment of the profit from the harvested and processed plants cultivated on his plot.
2. Purchase of the Farming plot
2.1 To acquire the farming plot the Purchaser shall pay the Purchase Price in the manner specified by Article 2.2
2.2 The purchase sum of 13,500.00 shall be transferred to the New Age Hemp account IBAN no. XXXXXXXXXXXXXXXXX and BIC Code XXXXXXXXX at ADRESSS XXXXXXX in Spain. The full balance is due after signing this agreement.
2.3 The Purhcaser warrants that he/she is aware and understands that New Age Hemp is not regulated by the Financial Conduct Authority and this investment is not a collective investment scheme as defined in the Finacial Services and Markets Act 2000 (section 235) and as such the Purchaser acknowledges that he has no access to statutory or regulatory protections including the Financial Ombudsman Services and the Financial Services Compensation Scheme.
2.4 New Age Hemp SL is not authorised to offer advice concerning any regulated investment.
2.5 The Purchaser warrants that:
2.5.1 he has submitted all data and documentation required by New Age Hemp SL are full and truthfull;
2.5.2 he is resident in the United Kingdom and purchases this farming plot from the United Kingdom.
2.5.3 he understands the prospectus and information on the website www.newagehemp.es, has read them, and sufficiently assessed and considered that information in terms of nature, purport, intention or scope, and has agreed with it, prior to entering this Agreement;
2.5.4 prior to conclusion of the Agreement, he has received all other information or documentation from or on behalf of New Age Hemp SL, which the Purchaser asked from New Age Hemp SL or which they deem necessary with a view to the Agreement;
2.5.5 he accepts that the anticipated proceeds or yields which can ultimately be achieved through the farming plot are always estimates, that New Age Hemp SL cannot guarantee that such proceeds or yields shall indeed be achieved and that past results are not a guarantee for the future;
2.6 The purchase price includes costs for:
Lease of the land (x.xx Hectare)
Purcahse of XXXX lbs of seed
Cultivation costs for 5 rotations
3. Effective Date of the Agreement
3.1 The Agreement shall become effective as of the commencement date as specified in Article 3.2
3.2 The Agreement shall be concluded by:
The signing of the Agreement by New Age Hemp SL and the purchaser; or
By acceptance by the Purchaser of the Agreement by the payment of the balance.
3.3 The Purchaser will provide all identification documents requested by New Age Hemp SL for money laundering purposes promptly upon receipt of a request from New Age Hemp SL.
The rights and obligations ensuing from the Agreement commence on the date of signing the contract or payment of the Purchase Price and shall end after the fifth harvest on the fifth year.
5. Identification of the Plot
5.1 The Plot is entered on the farming map of the plantation. The individual Plot of the Purchaser shall be recorded separately with our Land Register with a unique number.
5.2 Through this Agreement, the Purchaser purchases his Plot as specified below. The Plot size, the planting year, the optimum harvest date and the Purchase Price are as follows:
6 Registration Terms
6.1 New Age Hemp SL has a register in which records are kept of:
The name, date of birth, address and bank account number of the Purchaser;
The date of commencement of the Agreement;
The plot number and the plot size along with Contract number;
The first harvest date;
The Purchase Price;
The identity of the management and harvesting company engaged by us to perform these tasks; and
Details of insurance covering the plot.
6.2 The register of New Age Hemp SL and the unique number in the Land Register shall be decisive with regard to the identity of the Purchaser or any subsequent assignee, the commencement date, the location and size of the Plot, and any other grounds on which the Agreement is individualised (e.g. identity of management and harvesting company, insurance provider, planting date etc)
6.3 New Age Hemp SL shall issue the Purchaser at its request with a proof of payment of the Purchase Price.
6.4 A signed extract from the register or other administration issued to the Purchaser by or on behalf of New Age Hemp SL shall serve as conclusive evidence in any dispute between the parties in connection with this Article, except where the Purchaser provides evidence to the contrary.
6.5 The Purchaser is bound to examine the confirmations, statements, invoices, or other specifications sent to it by or on behalf of New Age Hemp SL immediately upon receipt, and in the event any inaccuracy or incompleteness is discovered to inform New Age Hemp SL immediately of such. In that event, New Age Hemp SL is obliged to rectify any errors or mistakes.
7. Insurance and Warranty
7.1 The Plot is insured against XXXXXXXX
8. Maintenance and Management
9. Title to the Plot
By payment of the Purchase Price the Purchaser is purchasing the leasehold title to the Plot. The Purchaser will then also become the owner of the plants planted on the Plot.
10. Assignment/transfer of the Investment
10.1 When the lease Price has been paid up in full, the Purchaser can sell his leased plot to a third party (or parties) whenever he wishes.
10.2 The Purchaser and the third party to whom it pledges or transfers its Investment shall be jointly and severally liable for the payment of the costs associated with and/or arising from such sale.
10.3 Alternatively in certain circumstances New Age Hemp SL may agree to repurchase the Purchasers leased Plot following the request to do so by New Age Hemp SL from the Purchaser.
At any time the Purchaser may visit the plantation to inspect his Plot and plants. The purchaser must provide a minimum of seven days notice to New Age Hemp S.L.
12. Joint Purchasers
In the event the Agreement is signed by joint Purchasers, each of them separately shall be entitled to submit information to New Age Hemp SL, and to give instructions and submit requests to New Age Hemp SL, as well as to undertake any disposal activities in relation to the Investment or any other actions pursuant to the Agreement. Any payment or fulfilment with respect to all the Purchasers.
If the Agreement is signed jointly by several Purchasers, each of them shall be jointly and severally liable towards New Age Hemp SL for the fulfilment of the obligations arising out of such.
It is not possible to include more than two other separate (legal) persons – in addition to New Age Hemp SL – as a party to this Agreement. If a Purchaser consists of more than two persons or entity, the Purchaser, or at least the persons or entities that make up the Purchaser, shall be obligated to appoint a single person or entity who shall act as the sole authorised representative on behalf of, or for, the Purchaser.
13.1 New Age Hemp SL agrees to provide the Purchaser the correct fulfilment of all and any of its obligations in relation to the investment. No guarantee funds or other compensations schemes are applicable for this Agreement. Except in the event of deliberate act of negligence, persons or entities that are part of New Age Hemp SL, or the intermediaries or advisers contracted by New Age Hemp SL, cannot be held liable by the Purchaser or third parties for damages or failures in the fulfilment of any obligation in relation to the Agreement.
Notwithstanding deliberate act of negligence, New Age Hemp SL rejects any liability towards the Purchaser or third parties on account of:
Damage to, or reduced, or negative development of the farming plot, the costs and yields associated with such, and/or the plantation of the plot, including the plants; or
Any reduction in the value of the farming plot in yields or in cash pursuant to the farming plot.
New Age Hemp SL is authorised for the performance of the Agreement to make use of third parties, and to provide information on the Purchaser to these thirds parties subject to such third parties agreeing to handle such data strictly in accordance with the Data Protection Act 1998 or the equivalent legislation in the jurisdiction of the third party.
New Age Hemp SL shall take the appropriate due care when consulting on selecting those third parties. If it can show that is acted with due care when making such a selection, it cannot be held liable for the shortcomings of those third parties.
Multatis mutandis this provision applies equally for all other activities of New Age Hemp SL pursuant to or on the account of the agreement are outsourced by New Age Hemp SL.
New Age Hemp SL shall assign a Contact Person to the Purchaser, either employee of New Age Hemp, or any intermediary or adviser contracted by New Age Hemp SL, to handle any communication between the parties. The Purchaser will at all times communicate with Contact Person, or another contact person to be appointed by New Age Hemp SL.
The Parties shall be deemed to have chosen domicile at the address stated by them at the head of the Agreement. Should either Parties´ contact details change each Party will inform the other in advance by registered letter of any such change.
In all cases the provisions of the Agreement shall prevail over any communication of or on behalf of New Age Hemp SL in relation to such.
The information most recently issued by New Age Hemp (in any way whatsoever or via any medium whatsoever) shall replace all previous information issued by New Age Hemp SL (in any way what so ever or via any medium what so ever)which the more recently information relates to or is significant for. On the date on which the aforementioned replacement of old information by new information takes place, the validity of the previously issued information in question shall expire.
The parties are in particular aware that the prospectus is subject to change. The prospectus can or shall change in, among others, the following cases:
The development of the plantation;
Changes or adjustments in the (series of) issued or yet to be issued investments;
Changes in the applicable statutory regulations or the interpretation of such by judicial or regulatory authorities;
Changes in the structure or composition of New Age Hemp SL or the nature of collaboration of New Age Hemp SL or with third parties.
Notifications of the parties to each other in connection with this Agreement shall in principle be made in writing or email. Additionally New Age Hemp SL can elect to make such communication available to the Purchaser via its website www.newagehemp.es, or via websites connected or linked to such which are operated by or on behalf of New Age Hemp SL.
15.1 This Agreement forms the entire agreement between the parties with respect to the farming plot and the Purchase Price for such, and replaces all previous verbal or written agreements between the parties about such. The Agreement can moreover exclusively be amended or supplemented by means of a written document signed by all the Parties to such, which document must be attached to the Agreement.
15.2 If one or more Articles of the Agreement are invalid, or should in any other way be nonbinding, this shall in no way impair the validity of the other Articles. The parties shall then enter into joint consultation and amend such insofar as necessary in the spirit of the Agreement, in the sense that the non-binding Articles shall be replaced by other provisions that differ as little as possible from the non-binding Articles in question.
16. Complaints, Disputes and Applicable law
16.1 Both the Agreement itself and the formation of relationships between the Parties shall be exclusively subject to Spanish Law.
16.2 In the event of a complaint of the Purchaser with, or against, New Age Hemp SL, this complaint shall first be submitted in writing by registered letter to New Age Hemp SL. Where possible, New Age Hemp SL shall appoint a person, other than the Contact Person, who shall be responsible for handling such a complaint.
16.3 Any disputes between the parties in connection with that provided for this Agreement, or in connection with further agreements that arise from such, that are the result of such, or which are related to such, shall initially be dealt with in the first instance via internal complaints procedure.
16.4 In the event that the submitter of the complaint does not agree with the eventual written response of New Age Hemp SL with respect to the complaint, the submitter can put the case before the competent court in Spain, which shall have jurisdiction.
16.5 Unless otherwise is explicitly agreed, all correspondence between the parties in, or on account of, the Agreement, or any disputes, complaints, arbitration, or proceedings on account of, or in connection with, the Agreement, shall exclusively take place in English Language.
Agreed and drawn up in duplicate:
New Age Hemp SL: Purchaser:
On Febuary 11th, 2017 in XXXXX, Spain On -2017 in