Wholesale Account Agreement

Orderly Distribution Limited, a company incorporated in England and Wales with company number 11530185 whose registered office is at Units 4-5, Bell Court, Felinfach, Swansea West Business Park, Swansea SA5 4HP (the “Supplier”) intends to grant the Customer non-exclusive rights to promote and sell the Products under the terms of this Agreement. By applying for a Wholesale Account with the Supplier, checking the acceptance of terms box and/or by continuing to place Orders with the Supplier the Customer agrees to and accepts the terms set out in this Wholesale Account Agreement.

1. Definitions And Interpretation

Terms defined in the Supplier’s Wholesale Terms and Conditions of Supply shall have the same meanings when used in this Agreement. In addition, the following terms shall have the following meanings:

Account Application means the application by the Customer to the Supplier via its wholesale website www.OrderlyDistro.co.uk to become a customer of the Supplier and the details supplied by the Customer in connection with that application.

Authorised Person(s): means that person or persons nominated by the Customer as having authority to place Orders on behalf of the Customer.

Customer means the Customer who is applying for a wholesale account with the Supplier and who has completed the Account Application form on www.OrderlyDistro.co.uk.

Halo Products means those products with “Halo” or “Halo Vapour Co.” Trade Marks attached or affixed to the products or otherwise sold under those Trade Marks.

Location means the trading premises as specified by the Customer in the Account Application.

Products means the products of the type and specification sold by the Supplier from time to time including but not limited to Products manufactured and packed under the Supplier’s Trade Marks.

Supplier means Orderly Distribution Limited, trading as Orderly and Orderly Distro.

Term means the term of this agreement which commences on the date that the Customer’s Account is opened and continues unless and until terminated by either party on 7 days’ written notice to the other party.

Terms of Supply means the Supplier’s standard wholesale terms and conditions of supply as set out in Schedule 1 and as updated from time to time.

Trade Marks means trade mark registrations and applications and any further trade mark registrations and applications owned or used under licence by the Supplier or any company in the Supplier’s company group together with any further trade marks that the Supplier may permit or may procure permission for the Customer to use solely in respect of the promotion for sale and the sale of the Products.

2. Construction and Incorporation of Terms and Conditions

2.1 Each Order placed by the Customer and accepted by the Supplier shall be deemed to be a separate offer by the Customer to purchase Products on the terms of this agreement and the Supplier’s most recent Terms of Supply, which the Supplier shall be free to accept or decline at its absolute discretion.

2.2 No Order shall be deemed to be accepted by the Supplier until it issues a pro-forma invoice or otherwise formally informs the Customer that the order has been accepted.

2.3 The Supplier’s most recent Terms of Supply (the current form of which is annexed to this Agreement) shall be provided as part of the website  checkout process. By checking the box, the Customer agrees to and accepts the latest Terms of Supply. If an Order is placed in any other way, the most recent Terms of Supply shall be deemed to be incorporated into that Order.

2.4 The Supplier may amend the Terms of Supply from time to time and the most recent form of the Terms of Supply shall apply to each Order. The latest version of the Terms of Supply is available on the Orderly Website and the version in force at the time of placing any Order shall be the applicable Terms of Supply for that Order.

3. Appointment

3.1 The Supplier grants a non-exclusive account to the Customer. The Customer acknowledges and accepts that the Supplier has appointed and shall continue to appoint other resellers of the Products.

3.2 The Customer shall only sell the Products to adults over the age of 18. By signing this Agreement, the Customer warrants to the Supplier that it has appropriate procedures and measures in place (whether for distance sales or ecommerce sales) to verify that its customers are over the age of 18.

3.3 The Products are for retail sale only and any wholesale sale or supply to another business is not permitted under this Agreement.

3.4 Subject to clause 3.4 below, the Customer shall sell the Products via a website, physical retail store, market stall or mobile unit which meets and which continues to meet the minimum guidelines for suitability, brand and sale of the Products specified by the Supplier from time to time.

3.5 Sale of Halo Products via a website or other method of online sale is strictly prohibited although the Customer may, subject to prior written approval from the Supplier, advertise online the availability for sale of Halo Products at their physical retail store, market stall or mobile unit.

3.6 The Customer shall not:

(a) Pledge the Supplier’s credit; or

(b) Give any condition or warranty on the Supplier’s behalf; or

(c) Make any representation on the Supplier’s behalf; or

(d) Commit the Supplier to any contracts.

3.7 The Customer shall not without the Supplier’s prior written consent make any promises or guarantees about the Products beyond those contained in the promotional material supplied by the Supplier. In particular, the Customer shall not make any health claims about the Products.

4. Trademarks

4.1 The Supplier hereby, to the extent permitted by its own licences from suppliers, grants to the Customer a revocable, non-exclusive, UK-only, licence to use the Trade Marks
in the promotion, advertisement and sale of the Products, subject to and for the duration of this Agreement.

4.2 The Products shall be sold under the Trade Marks. On all products, containers and advertisements for the Products, the Customer shall display such symbols as the Supplier shall require.

4.3 The Account Holder shall not, without prior written consent of the Supplier, alter or make any additional to the labelling or packaging of the Products displaying the Trade Marks. The Customer shall not alter, deface or remove any reference to the Trade Marks, any reference to the Supplier or any other name displayed on the products or their packaging or labelling.

4.4 The Customer shall not use the Trade Marks for advertising products outside the United Kingdom without the prior written consent of the Supplier.

5. Product liability and Insurance

5.1 The Customer shall, as soon as it becomes aware of a matter which may result in a claims being made against the Supplier for damage to property, death or personal injury arising from any fault of defect in the materials or workmanship of the Products:

(a) Give the supplier written notice of the details of the matter;

(b) give the Supplier access to, and allow copies to be taken of, any materials, records or documents as the Supplier may require to take action under clause

5.1(c);

(c) allow the Supplier the exclusive conduct of any proceedings and take any action that the Supplier requires to defend or resist the matter, including using professional advisors nominated by the Supplier; and

(d) not admit any liability or settle the matter without the Supplier’s written consent.

5.2 The Customer shall give any assistance that the Supplier shall reasonable require to recall, as a matter of urgency, products from the retail or wholesale market.

6. Entire Agreement

6.1 This Agreement, together with the relevant Terms of Supply, constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understanding between them, whether written or oral, relating to its subject matter.

6.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

7. No Partnership Or Agency

7.1 Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

7.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

8. Third Party Rights

8.1 A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

9. Notices

9.1 Any notice or other communication given to a party under or in connection with this Agreement shall be in writing and shall be:

(a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (b) sent by email to the following email address or to such email address as the parties may nominate for this purpose from time to time:

(i) Supplier: to legal@ecigarettedirect.co.uk

(ii) Customer: the email address set out at the end of this Agreement.

9.2 Any notice or communication shall be deemed to have been received:

(a) if delivered by hand, on signature of a delivery receipt;

(b) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting or at the time recorded by the delivery service.

(c) if sent by email, at 9.00 am on the next Business Day after transmission.

9.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall include e-mail.

10. Governing Law

10.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

11. Jurisdiction

11.1 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this framework agreement or its subject matter or formation (including non-contractual disputes or claims).

11.2 This Agreement has been entered into and is effective on and from the date of the Customer’s Account Application.

12. Termination

12.1 On termination of this Agreement for any reason the Customer shall:

(a) immediately pay the Supplier the full amount of all sums due from the Customer to the Supplier; and (b) immediately stop using the intellectual property of the Supplier, including the Trade Marks in any retail premises, websites or literature.

Last updated 18 March 2021