Terms & Conditions
Vape Brands International Wholesale Agreement
While our industry has yet to come under formal regulation, we ask that certain rules be followed by anyone marketing or selling our products. These simple guidelines help protect not only Vape Brands International Inc., but you and your company as well. Unfortunately, applicants and accounts found to be in violation will not be able to continue doing business with us. Our guidelines may change from time to time, as we deem is in the best interests of our business. You agree that you will review these guidelines periodically in order to be aware of the modifications (the “Modifications”) which we may make to its terms from time to time without notice to you. These guidelines will be available online at https://www.vapebrandswholesale.ca/pages/wholesale-terms-and-conditions. Your continued purchases of product from us after any such Modifications deem your conclusive acceptance of those Modifications.
All websites promoting or selling VBI products must have a warning about the dangers of nicotine, either in the footer, or prominently linked on product pages. (Don’t worry, our customers are welcome to use our warning, provided they maintain an account in good standing).
Your marketing, web content, or other public communications may not advertise our product, or related products, as smoking cessation devices or treatments. These products are for recreational use by committed adult smokers only.
Your marketing, web content, or other public communications may not make any unsubstantiated claims as to the health, safety or efficacy of our products, or similar products, unless peer-reviewed scientific data is available for the claim in question.
Your marketing, web content, or other public communications may not be judged to be targeting children or consumers under the legal smoking age. While this area is subjective, please use your best judgment and always be more conservative than you feel is appropriate.
This wholesale agreement is made between
the applicant, the Buyer, and Vape Brands International Inc., the Seller, to govern all business transactions involving the wholesale supply of VBI Products, the Product, and products related to the sale of electronic cigarette
This Agreement applies to any purchase by the Buyer of any Product. This agreement shall supersede any previous Sales Agreements between the Seller and the Buyer. The parties agree that separate quotations will be prepared, generally via secure web access, for any products not listed in the Agreement and specific amounts due will be calculated based on the individual order.
NOW THEREFORE, in consideration of the mutual and dependent promises hereinafter set forth, the parties, intending to be legally bound, do hereby agree as follows:
ARTICLE I - SCOPE
- Provision of the Product. Subject to the terms and conditions provided herein, Seller agrees to allow secure web access for wholesale ordering of the Product for Buyer and Buyer agrees to purchase Product from
- This agreement grants to the Buyer privileges and rights to be a reseller of the Product solely at the websites and store locations listed in the New Account Information Sheet completed by the Buyer. The Buyer shall have no rights of exclusivity in any way. The parties shall operate as independent contractors hereunder, and, notwithstanding anything to the contrary contained in this Agreement, the parties
will have no legal relationship as partners, joint ventures or otherwise.
1.3 Web Commerce. No Product shall be resold directly or indirectly by or through any on-line auction or marketplace such as eBay, Amazon or similar sites without the express written approval of Seller.
ARTICLE II - PRICES, DELIVERY AND TERMS
- The Product is anything sold by VBI related to electronic cigarettes or vaping as the Seller shall make available to the Buyer from time to time and electronic smoking related accessories.
- Wholesale Prices. The Seller reserves the right to change, add, or remove products from the price list for any reason, with or without notice. Wholesale customers are not eligible for promotions advertised by the Seller for retail
- Retail Prices. Products being resold by the Buyer must not be sold for less than the MSRP or listed Retail Prices. If Buyer wishes to place the Products on sale, Buyer shall not discount the Products more than once a year, or more than [15%] below MSRP without written approval from Seller. Exceptions for promotional events must be pre-approved by the Seller in writing at least 30 days before the scheduled
- Orders will be made via secure account login at www.vapebrands.ca or by phone at 1(844) 827 3667. No order will ship until Seller has been paid in full for the applicable order. No COD orders will be accepted.
- Method of Payment. Payment may be made via a valid credit or debit card in the Buyer’s Buyer agrees that it will not file a chargeback with its issuing bank.
- Delivery charges, including cost of packaging and handling fees will be tallied at the time of ordered and shall cover all cost of delivery to the Buyer’s business address in [Ontario]. All orders are FOB Seller’s warehouse.
- Buyer is responsible for completing a full inspection of any shipment against purchase order within 5 days of receipt. Any discrepancies must be communicated within 5 business days of delivery.
- Payment must be complete for the Seller to begin production of the Product and the Order. Should credit terms be offered, an addendum will be added to this agreement.
2.9 Export Controls. Product delivered under this Agreement are subject to US export control laws, and may be subject to export or import regulations in other countries, including without limitation, Canada and the United States. Buyer agrees to comply strictly with all such laws and regulations and acknowledge that Buyer has the responsibility to obtain such licenses to export, re-export, or import as may be required after delivery to Buyer.
ARTICLE III – WARRANTY
- Seller warrants that for a period of three (3) months from the delivery of any Product to the Buyer, such Product will be free from defects. Seller agrees to replace, credit or refund the Buyer for any Product shown to be other as warranted. All products returned for under this section shall require pre-approval and use of the Seller given RMA number. Shipping charges to return product will be the responsibility of the Buyer. Final evaluation of product and determination of defect shall be at the sole discretion of the Seller and warranty shall exclude any alteration or adulteration of the Product by the Buyer.
- The warranty obligations hereunder shall not apply to any defects caused by neglect, misuse, or other actions caused by the negligence of the Buyer, any customer of the Buyer, or any of the Buyer’s agents.
- 3 Exclusive Warranty. Except for its obligation to replace, credit or refund Products as set forth in Section 3.1, the Seller shall have no other liability for defects in the Product under any theory, including contract, tort or equity. Seller expressly disclaims all conditions, representations and warranties, whether express, implied, statutory, arising from a course of custom or trade, or otherwise, including, without limitation, any implied warranty or condition of merchantability, any implied warranty or condition of fitness for a particular purpose, any implied warranty or condition of compliance with any description, or implied warranty or condition of non-infringement, violation and/or non-misappropriation of third party rights, are hereby disclaimed by fixmo to the maximum extent permitted by applicable law. The foregoing shall survive any termination or expiry of this Agreement, howsoever caused.
- 4Subjective Returns. Should the Buyer sell to an end user the Product, then later receive a return on the Product without known defect, the Seller will credit the Buyer for the item under the following conditions: (i) the Product is returned to the Seller with the given RMA number, (ii) in the case of consumables, the Product is no more than half used, (iii) a copy of documentation of the sale to the end user is included with the Product, (iv) a copy of documentation of the return from the end user is included and dated no more than 30 days from the original sale.
ARTICLE IV - LIMITATION OF LIABILITY
Neither Seller nor its suppliers, licensors, contractors or any other party involved in creating, producing, or delivering the Products shall be liable to Buyer or anyone claiming through Buyer for any loss of profits or revenue, failure to realize expected results, revenues or savings, economic loss, or incidental, consequential, special, punitive, exemplary or indirect damages (including without limitation, the cost of any substitute procurement), whether based on or in warranty, contract, tort (including negligence), product liability, or any other legal or equitable theory, and whether or not Seller or Buyer knows of the possibility of such damage or has been advised of such possibility, or such possibility is reasonably foreseeable. Seller shall in no event be liable to Buyer or anyone else for any loss, injury or damage caused in whole or in part by the Product. Buyer agrees that, in all cases, any claim for damages against Seller arising from this r sale or use of Product, or otherwise arising under this Agreement, shall be limited to provable direct damages in the maximum aggregate sum of the amount paid or payable by Buyer to Seller. The foregoing shall survive any termination or expiry of this Agreement, howsoever caused.
ARTICLE V - CONFIDENTIAL TREATMENT
- The Parties recognize that technical and business information that is to be made available hereunder may be confidential and proprietary to the Disclosing Party, and the Receiving Party agrees to keep such information confidential and not to use it unless in accordance with this Agreement.
- Marking of Information. In the event confidential and proprietary information is disclosed in written form, it shall be marked as “Confidential” in order to be protected under this Agreement. In the event such information is disclosed orally, as may happen in business meetings or in other conversations, the Disclosing Party shall, within thirty (30) days of such disclosure, transmit to the Receiving Party an email, fax or confirmed delivery specifically identifying the confidential and proprietary information and indicating that it is to be protected under this
Notwithstanding the provisions of Sections 5.1 and 5.2, the above restrictions shall not apply to the following Disclosing Party Information:
- Information in the public domain or information which comes into the public domain due to no fault of the Receiving Party;
- Information obtained by the Receiving Party on a non-confidential basis from a person duly authorized to disclose;
- Information in respect of which the Receiving Party can confirm by contemporaneous written evidence that it already knew the same; or
- Information developed by the Receiving Party independently of the disclosed
- Survival of Section 5.1 shall survive the expiration or termination of this agreement.
ARTICLE VI - TERM
- Term of Agreement. This agreement shall govern all transactions between the Buyer and the Seller until such time that the Agreement is voided in writing as allowed by provisions of the Agreement, or until no business transactions have been completed for a period of three (3) Should the Agreement be voided in writing as allowed by the provisions of this agreement, no notice must be given and neither party shall have responsibility to the other. The Seller shall have the right to terminate this agreement for no reason whatsoever, so long as 60 days written notice is given to the Buyer.
- The Buyer agrees to remove all products, content and materials related to, or provided by the Seller within 15 days of the termination date of this Agreement.
- Force Majeure. Notwithstanding any other provision of this Agreement, neither party shall be deemed in default of this Agreement for failure to fulfill its obligations when due to causes beyond its reasonable control (. This provision shall not be construed as excusing non-performance of any obligation by either party to make payment to the other party under this Agreement
ARTICLE VII - BUYER GUIDELINES
- Minimum Order The Buyer agrees to a minimum initial purchase order of $500 and to quarterly reorders which, in the aggregate, match or exceed the minimum initial order amount.
- Conditions of The Buyer agrees to deliver the Product to the final customer untampered and unadulterated with all safety measures (ie shrink bands and child safety caps) intact.
The Buyer shall adhere to the following guidelines with the listed rights and responsibilities when engaging in any communication that is intended for the general public, customers or potential customers via any media:
- The Buyer acknowledges that the Product has not been approved or tested to meet any health claims, and the Buyer will not use any such claims, including claims involving efficacy as a smoking cessation product and/or nicotine replacement therapy, carcinogen levels, or any other claim judged by the Seller as a health claim.
- Marketing The Buyer agrees not to use any logo, image, graphic or representation related to the Seller except for such files and documents provided by the Seller with the express intent of use as Marketing Materials. Any modification, except for resizing in the original proportions, or combination use of such files or documents must be approved in writing by the Seller before being used. Should such files or documents be updated and provided to the Buyer, the Buyer assumes responsibility of replacing the files in use within 15 business days of receipt.
- Company, product or other descriptions relating to the Seller are will be provided upon acceptance as a Wholesale Customer. Deviations or changes to copy used by the Seller must be approved in writing by the Buyer. This excludes translations into languages other than English, provided they are performed by a fluent professional and a copy is sent to the Seller. Should such copy be updated and provided to the Buyer, the Buyer assumes responsibility of replacing the files in use within 5 business days of receipt.
- The Buyer must include warning on any marketing material, or, in the case of e-commerce, easily accessible and noticeable on any domain associated with the Product, about the potential harmful effects of Nicotine even when Product is used as intended, the toxicity and harmfulness of ingesting the Product orally, that the Product is intended only for adult smokers of legal age and the Product should be kept out of reach of children and pets.
- Positive Marketing and Both parties agree to positively promote the other in any public facing
mentions of the other party. The Seller agrees to maintain a link to the website of the Buyer, and the Buyer agrees to provide a high quality logo graphic for such purposes.
The Buyer acknowledges that, from time to time, the Seller may update or add to the guidelines laid out in this Agreement. Within 15 days of notification to one of the contacts listed, the Buyer agrees to update any and all marketing materials to adhere to new guidelines. Should an extension of this period be required, the Buyer shall request such an extension in writing to the
- Additional Guidelines. The Buyer acknowledges that, from time to time, the Seller may update or add to the guidelines laid out in this Agreement. Within 15 days of notification to one of the contacts listed, the Buyer agrees to update any and all marketing materials to adhere to new guidelines. Should an extension of this period be required, the Buyer shall request such an extension in writing to the
ARTICLE VIII - GENERAL TERMS
- Neither Party may assign any of its rights here under without prior written consent of the other party.
- Any notices hereunder shall be in writing and shall be deemed effectively given when delivered in person or when sent by registered or traceable mail to the address of the other Party at their registered address.
- Complete Agreement. The terms and conditions herein set forth the entire agreement between the Par- ties and shall supersede all previous communications and agreements, either oral or written, between the Parties with respect to the subject matter of this Agreement.
- Section Headings. Section headings are for ease of reference only and are not intended to affect the substantive interpretation of this Agreement.
- This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same Agreement. The parties agree that fax transmittals of this document, including amendments to this document and signatures affixed thereto shall be deemed an original and will be binding as an original instrument.
- This Agreement may only be amended by an instrument in writing which refers to this Agreement as executed by the parties here to.
hereto and the respective successors and permitted assigns of Seller and Buyer.
- Governing Law. This Agreement shall in all respects be interpreted construed, and governed by and in accordance with the laws of Ontario and the federal laws of Canada applicable therein (without reference to conflict of laws principles). The parties hereto submit to the personal jurisdiction to the state and federal courts located in Toronto, Ontario.
- In the event any provision of this Agreement conflicts with the law under which this Agreement is to be construed, such provision shall be deleted from the Agreement and the Agreement shall be construed to give effect to the remaining provisions hereof.
- Failure to comply with the terms of this agreement authorize either party to terminate this agreement with no further responsibility to the other party.
- It is the express will of the parties that this Agreement and all related documents be drawn up in English. C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigées en anglais.
Seller’s agreement is contingent on approval during the application process, and shall be considered granted upon accepting the Buyer as a New Wholesale Customer. Seller reserves the right to reject the Buyer’s application for any reason or for no reason.