Interpretation & Definitions

1. Definitions
   • “Business Day” means a day other than a Saturday, Sunday, or public holiday in England when banks are open for general banking.
   • “Contract” means the contract between you and us for the sale of Products, governed by these Terms.
   • “Products” means the goods (vapes, e-liquids, accessories, nicotine pouches, etc.) offered for sale via the Site
   • “Price” means the price for the Products, including applicable taxes (where applicable) and any additional charges (e.g. delivery), as set out in the order.
   • “Order” means your purchase order submitted via the Site, which becomes binding when accepted by us.
   • “Registration Details” means the company / business information, VAT number, address, contact info, etc., that you provide when registering for a B2B account.
2. Interpretation

   Headings are for convenience only. Words in the singular include the plural and vice versa. References to legislation include modifications or re-enactments.

Eligibility & Account Registration

1. You must be a bona fide business (not a private consumer) to register and purchase from the Site. We may require proof of business status, VAT registration, or other documentation.
2. You agree to provide current, complete, and accurate Registration Details, and to update those details when necessary.
3. You are responsible for maintaining the confidentiality of your account login information and for all actions taken under your account. You must notify us immediately of any suspected unauthorized use.

Ordering, Acceptance & Payment

1. All orders are subject to acceptance by us. We reserve the right to refuse or cancel any order for any reason (e.g., product availability, pricing error, regulatory compliance).
2. You will receive an order confirmation (“Order Acknowledgement”) after placing an order. This is not a binding acceptance. The Contract is formed only when we dispatch the Products (or otherwise expressly accept the order).
3. Payment may be required at order placement or on agreed credit terms. You agree to pay all amounts due in cleared funds.
4. If you fail to make any payment by its due date, we may (without limiting other rights):
   • Charge interest on overdue amounts at the lesser of 4% above the Bank of England base rate or the maximum permitted by law
   • Suspend further deliveries
   • Cancel outstanding orders
   • Recover costs (including debt collection fees). 3.5 You must pay all applicable taxes, duties, or other charges arising in your jurisdiction (e.g. import duties, VAT on import).

Prices & Product Information

1. Prices published on the Site are indicative and may be subject to changes (e.g. due to exchange rates, supply costs, regulatory changes).
2. We reserve the right to correct errors in pricing or product descriptions, and to cancel or refuse orders if inaccuracies are discovered.
3. Product images, descriptions, weights, dimensions, performance data, etc., are for general guidance only. Minor variations do not constitute defects.

Delivery & Risk

1. We deliver to addresses agreed in your business registration. Risk (i.e. damage or loss) passes to you upon delivery to the agreed delivery point (e.g. your business premises, courier recipient).
2. Title (ownership) in the Products remains with us until full payment (including all sums owed) has been received.
3. Delivery times are estimates only. We shall not be liable for any delay.
4. If you fail to accept delivery or provide instructions, we may charge you for storage, and re-delivery costs, or treat the products as “delivered.”
5. You must inspect the Products on delivery and notify us in writing of any damage, shortage, or non-conformity within [e.g. 7] days of delivery; otherwise you are deemed to have accepted them.

Returns, Refunds & Cancellation

1. Because many vape / nicotine products are consumables or regulated goods, returns are generally not accepted unless there is a manufacturing defect or regulatory non-compliance.
2. If you wish to reject Products, you must request return authorisation from us in writing within [e.g. 7] days of delivery, and return in original condition, unopened, and at your cost (unless otherwise agreed).
3. We will inspect returned items; if accepted, we may offer a refund, credit, or replacement at our discretion, subject to inspection and compliance.
4. We reserve the right to refuse return or refund if Products are used, opened, altered, or outside the stated timeframe.
5. You may not cancel an Order once accepted (i.e. after dispatch) except with our consent and subject to any costs we incur.

Compliance, Regulatory & Age Restrictions

1. You represent and warrant that you will comply with all applicable regulations, laws, and ordinances regarding the sale, import/export, storage, handling, labelling, and resale of the Products (particularly relating to nicotine, vaping, TPD, consumer age restrictions).
2. You confirm that you will not sell the Products to consumers below the legal age (in the UK, or in your local jurisdiction) or in jurisdictions where such sales are prohibited.
3. We may require proof of regulatory compliance, licensing, or authorisations from you. Failure to comply may be grounds for termination or refusal of orders.
4. You shall indemnify and hold us harmless against any claim, liability, fine, or legal cost arising from your failure to comply with applicable regulations.

Warranties & Limitations of Liability

1. We warrant that upon delivery, and for a period of [e.g. 90 days or manufacturer’s warranty period], Products will conform to specifications (subject to normal commercial variation).
2. Our aggregate liability to you in contract, tort (including negligence), or otherwise arising under or in connection with these Terms or your use of the Products shall be limited to the price paid for the specific Products giving rise to the claim.
3. In no event shall we be liable for any indirect, incidental, special, or consequential losses (including loss of profits, business interruption, loss of goodwill).
4. Nothing in these Terms limits or excludes liability for (i) death or personal injury caused by our negligence, (ii) fraud or fraudulent misrepresentation, or (iii) any other liability which cannot legally be limited or excluded under UK law.

Intellectual Property

1. All intellectual property rights in the Site, content, branding, logos, images, software, product names, and materials remain with us or our licensors.
2. You may not copy, reproduce, modify, distribute, display, or create derivative works of our content (in whole or part), except as expressly permitted by us.
3. You may use our trademarks and images solely for retail marketing of the Products (if authorised by us), subject to our brand guidelines and prior approval.

Confidentiality & Non-Disclosure

1. “Confidential Information” means business, technical, financial information disclosed by one party to the other, whether orally or in writing, and marked or known as confidential.
2. Each party shall keep the other’s Confidential Information secret and use it only for purposes of performing obligations under these Terms.
3. Confidentiality obligations survive termination of these Terms.

Termination

1. Either party may terminate the Contract or your account by giving written notice if the other party:
   • Commits a material breach of these Terms and fails to remedy it within [e.g. 14] days of notice,
   • Becomes insolvent, enters liquidation, administration, or is otherwise unable to pay its debts.
2. On termination
   • You must pay all outstanding sums;
   • Return or destroy (or permit us to collect) all confidential information and unused materials;
   • All rights and obligations that by their nature should survive (e.g. IP, confidentiality, liability, indemnities) will survive termination.
3. Confidentiality obligations survive termination of these Terms.

Force Majeure

Neither party shall be liable for delays or failures in performance due to causes beyond reasonable control (e.g. natural disasters, war, regulatory changes, strikes, supply chain disruption), provided the affected party gives prompt notice and uses reasonable efforts to mitigate.

Notices

All notices under these Terms must be in writing and sent to the other party’s registered or notified address (by email, recorded post, courier). Notices are deemed delivered:

• If by email, at time of transmission (unless an error or bounce);
• If by post/courier, on delivery (or attempted delivery) on a Business Day.

Assignment & Subcontracting

1. You may not assign or transfer your rights or obligations under these Terms without our prior written consent.
2. We may subcontract or assign some or all of our rights or obligations (e.g. for delivery, logistics), but remain responsible for them.

Entire Agreement, Amendments & Severability

1. These Terms (together with any order confirmations, privacy policy, or other documents expressly incorporated) constitute the entire agreement between you and us regarding the subject matter.
2. We may amend or update these Terms from time to time (e.g. to reflect regulatory changes). We will notify you (e.g. by email or via the Site). Continued use after changes implies acceptance.
3. If any provision of these Terms is found invalid, illegal, or unenforceable, it shall be severed or limited, and the rest shall remain in full force.

Governing Law & Dispute Resolution

1. These Terms and any Contract shall be governed by and construed in accordance with the laws of England & Wales (or appropriate jurisdiction).
2. You and we submit to the exclusive jurisdiction of the English courts (or the courts of Wales) to resolve any dispute arising out of or in connection with these Terms.
3. If any provision of these Terms is found invalid, illegal, or unenforceable, it shall be severed or limited, and the rest shall remain in full force.