# 050 Sellers Terms — Liability Mitigation Inventory *Status: v0.1 · 2026-05-04* *Parent: 000 Entity Transition Brief* --- ## Frame 3 years operating, zero liability claims. The play here is **harden the perimeter, don't test it**. We're not drafting from scratch — Shalaco has explicit guarantee + claim-resolution language already on file (consistent with the CDFA-required arbitration framework for ag/veg seed disputes, and customary trade practice for native seed sellers). This doc is an **inventory of what exists + an improvement checklist**, not new legal text. Final language goes through the business attorney once retained (`020 Consultant Architecture.md`, Role 3). --- ## What We Have on File > Shalaco has confirmed existing language covering: > - Explicit germination / quality guarantee > - Claim-resolution process: buyer plants the seed, demonstrates non-performance, files a complaint within a defined window > - Mediation / arbitration before litigation This pattern aligns with **California Seed Law §52295's mandatory conciliation/mediation/arbitration requirement** for ag/veg seed disputes — and is good practice for *all* seed sales regardless of whether the law strictly applies. The CDFA Seed Advisory Board administers the process. **To do:** - [ ] Locate the on-file template — likely lives in Notion under the Boilerplate Consultant Agreement family or product-page T&Cs - [ ] Save canonical copy here: `/Wild Futures Advancement Group LLC/050a Existing Sellers Terms (canonical).pdf` - [ ] Confirm successor-entity language is present (so terms transfer cleanly to WFAG) - [ ] Confirm CDFA arbitration reference is up-to-date (2025 Seed Advisory Board contact info) --- ## Hardening Checklist (for attorney review) The following are standard sellers'-terms components that — if not already present — meaningfully reduce product liability exposure for a seed/biological-product business. Marking each as *Confirm / Add / Improve* is the attorney's job, not mine. ### A. Warranty Disclaimers (UCC §2-316) | Component | Why it matters | |---|---| | **Disclaimer of implied warranty of MERCHANTABILITY** — must use the word "merchantability" and be CONSPICUOUS (typically all-caps or bold) | Without this, every CA sale carries an implied warranty that goods are fit for ordinary use. Seeds that fail to germinate? Defendable case for breach. | | **Disclaimer of implied warranty of FITNESS FOR PARTICULAR PURPOSE** — must be in writing and conspicuous | If a buyer told you "I want this for a meadow restoration in Marin," and you didn't disclaim, you may have implicitly warranted fitness for that use case. | | **Express warranty SCOPE** — what you DO warrant (germination %, purity, species ID) | Limit your express warranty to what you can actually verify and stand behind. Avoid open-ended language. | ### B. Remedy Limitations (UCC §2-719) | Component | Why it matters | |---|---| | **Limited remedy** — buyer's exclusive remedy is replacement of seed or refund of purchase price | Industry-standard for seeds. Without it, default remedy is consequential damages (lost crop, lost season). | | **No consequential / incidental damages** — exclude lost profits, lost crop yield, ecological remediation | Most important single clause for a seed business. | | **Damages cap** — total liability never exceeds purchase price | Belt + suspenders to the no-consequentials clause. | ### C. Dispute Resolution | Component | Why it matters | |---|---| | **Mandatory arbitration before litigation** — via CDFA Seed Advisory Board for any ag/veg seed | Required by CA Seed Law §52295 for covered seed; recommend extending to all SKUs. | | **Claim filing window** — e.g., 30 days from discovery, but not more than 1 year from sale | Avoids stale claims. | | **Growing-out test requirement** — buyer must plant the seed and document non-performance before claim | This is the classic seed-trade approach. Aligns with what's on file. | | **Governing law: California; venue: San Francisco County** | Keeps you home; avoids defending in distant fora. | ### D. Use Conditions / Buyer Acknowledgments | Component | Why it matters | |---|---| | **As-directed use** — buyer follows stated planting instructions; misuse voids guarantee | Documented misuse is the cleanest path to denying claim. | | **Site suitability** — buyer responsible for confirming seed is appropriate for their climate/soil/conditions | You can't warrant a wildflower mix will thrive in any environment. | | **No reliance on oral statements** — written terms supersede anything said in conversation | Protects against "but the founder told me…" claims. | ### E. Indemnification | Component | Why it matters | |---|---| | **Buyer indemnifies WFAG for downstream third-party claims** arising from buyer's use, redistribution, or representations | Covers the case where a wholesale buyer tells *their* customers something you didn't authorize. | ### F. Operational | Component | Why it matters | |---|---| | **Lot / batch tracking** — every sale traceable to a specific batch | If a claim does arise, you can isolate or verify. Already exists per Operations Command Six Pillars (Inventory pillar). | | **Label compliance** — CDFA-required label elements where applicable (variety, type, purity, germination, lot, test date, name & address) | Mandatory; non-compliance is its own enforcement risk. | | **Insurance backstop** — Product Liability coverage from Day 1 (per `010 Audit`) | Sellers' terms reduce risk; insurance handles the residual. | --- ## What Sellers Terms Cannot Do Important to be honest about the ceiling: - **Cannot waive gross negligence or willful misconduct** — never enforceable. - **Cannot disclaim CA Consumer Legal Remedies Act / Song-Beverly Act warranties** for true consumer transactions in some scenarios — limits depend on context. - **Cannot prevent a regulatory action** by CDFA, CDTFA, or any agency — those aren't private claims. - **Cannot eliminate strict products liability** for inherently dangerous defects — though seeds rarely fall into that category. - **Cannot disclaim what was never disclosed** — you have to actually surface the disclaimer to the buyer at the right moment (checkout, packaging, etc.). This is why **insurance** (product liability + general liability per `010 Audit`) is the backstop, not the contract language. Sellers' terms reduce frequency and severity of claims; insurance handles the ones that get through. --- ## Surface / Placement Audit (where the terms must actually appear) For sellers' terms to bind a buyer, they must be reasonably accessible *before* purchase. Inventory of placements: | Channel | Status | Action | |---|---|---| | **Website / e-commerce checkout** | ⚠️ Confirm | Visible link to T&Cs near "Place Order" button; checkbox if practicable | | **Product packaging / labels** | ⚠️ Confirm | Conspicuous warranty disclaimer on packet | | **Wholesale invoices / pack slips** | ⚠️ Confirm | Terms printed on or referenced from each invoice | | **Wholesale agreements** | ⚠️ Confirm | Full terms incorporated by reference | | **Email order confirmations** | ⚠️ Confirm | Plain-text version of disclaimer at footer | > A disclaimer buried in a deep-linked PDF is not "conspicuous." Surface it where the eyes are. --- ## Decision Log (this doc) | Date | Decision | Rationale | |---|---|---| | 05/04/26 | Recast this doc as inventory of existing language + hardening checklist, not net-new drafting | Existing language exists on file; 3 years no claims; attorney owns final drafting | | 05/04/26 | Insurance is the backstop; sellers' terms are first line | Per `010 Audit` — engage insurance broker for Product Liability coverage in parallel | *(append as decisions land)*