Retailer Terms and Conditions – E-liquids

Definitions

“CDU” means the Counter Display Unit provided by the Company to the Retailer for the express purpose of displaying the Goods to Customers;

“Core Retail” means Core Communication Retail Limited, incorporated and registered in England and Wales with company number 08301089 whose registered office is at 101 Devonshire Business Centre, Aviavy Court, Wade Road, Basingstoke, Hampshire, RG24 8PE;

"The Company" means Core Retail Products Limited, incorporated and registered in England and Wales with company number 11758961 whose registered office is at 101 Devonshire Business Centre, Aviavy Court, Wade Road, Basingstoke, Hampshire, RG24 8PE;

"Retailer" means the person, firm or company ordering or buying the Goods from the Company;

"The Goods" means any e-liquid or related product distributed for or on behalf of the Company and intended for resale by the Retailer to a Customer;

“Sale or Return Goods (SOR Goods)” are goods provided by the Company to the Retailer which remain the Company’s property whilst under the Retailer’s control and until sold to a Customer.

“Customer” means a consumer of the Retailer who purchases Goods from the Retailer’s retail premises.


  1. Basis of Sale
    1. These Conditions apply to the sale of Goods entered into by the Company. By placing, or by allowing an order to be placed, with the Company, the Retailer agrees to deal with the Company on these Conditions and to the exclusion of all other Terms and Conditions.
    2. The Retailer can only cancel an order (or any part of an order) which the Company has already accepted, with the Company’s agreement prior to dispatch and Retailer must request proof from the Company by written confirmation of the cancelation.
    3. Any typographical, clerical or other error or omission in any sales literature inclusive of quotation, price list, invoice or any other document issued by the Company shall be subject to correction without liability.

  2. Retailer Obligations
    1. Where the Retailer has been provided with SOR Goods, the Retailer will:
      1. position the CDU on the Retailer’s Customer sales counter or equally prominent position to maximise brand visibility and sales;
      2. only use the CDU for the display of the Goods and under no circumstances will allow the CDU to be stocked or branded with other product;
      3. Safeguard all SOR Goods and point of sale material from loss due to theft, fire, water damage or any other risks;
      4. Place point of sale marketing materials in store as requested by the Company from time to time;
      5. Allow the Company’s agent and/or sales representative access to all SOR Goods for the purposes of stocktaking and/or audit;
      6. Return all SOR Goods to the Company within 7 working days of being requested to do so.
    2. The Retailer hereby acknowledges that some of the Goods contain nicotine. Nicotine can be a toxic and addictive substance. Nicotine-containing Goods are only intended to be sold to or used by person over the legal smoking age, not by non-smokers, or by children, or by women who are pregnant, or breast feeding, or persons with or at risk of heart disease, high blood pressure, diabetes or taking medicine for depression or asthma. The sale of such Goods is regulated by a number of agencies and regulations including but not limited to the Tobacco Products Directive 2014/40/EU and the Tobacco and Related Products Regulations 2016 (Electronic cigarettes). The Retailer will use its best endeavours to sell the Product in accordance with these, and all other applicable regulations.

  3. Price/Quotation
    1. Quoted prices will include the cost of packaging as discussed or stated at point of sale but will exclude delivery, insurance and VAT (unless otherwise stated).
    2. The Company reserves the right to amend its quoted prices at any time prior to the date of dispatch to reflect any additional cost to the Company beyond its control.
    3. The Retailer is wholly responsible for accounting for any VAT due on sale to its Customers for any other point of sale charge or tax that may be applied.

  4. Promotions, special offers and discount codes
    1. Promotions or special offers may be offered from time to time and can be withdrawn or changed at any time and without notice.
    2. Promotion codes are only valid for orders placed in the manner specified within the promotional material, which may contain additional terms.
    3. Only one promotion code can be used per order.
    4. Codes are only valid for the specified discount, value or offer, and are only valid for the specified period, or until further notice.

  5. Delivery, Risk & Performance
    1. Any dates quoted for the delivery of Goods are approximate only and in which case the Company shall not be liable whatsoever for any delay (whether caused by negligence of any employees, agents or otherwise) in delivery of Goods.
    2. If for any reason Retailer fails to accept delivery of any of the Goods when they are delivered on behalf of the Company, or the Company is unable to deliver the Goods on time because Retailer has not provided appropriate instructions, documents, licenses or authorisations, additional charges that apply to the delivery of the Goods shall pass to Retailer.
    3. Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note for the non-delivered element of the Goods.
    4. Whilst the Company will use its best endeavours to deliver the Goods in accordance with Retailer’s requirements, the Company will not be liable for any consequences of late delivery howsoever caused.
    5. Retailer shall ensure that the Goods are inspected on delivery or collection and if the Goods are damaged or not of the stated quantity, then it is the responsibility of the Retailer to notify the Company within two working days of receipt of Goods to log such claims, if claims are made outside of this timeframe then the Company will not be held liable.
    6. From time-to-time it may be necessary or desirable (at the Company’s absolute discretion) to change the specification of some or all of the Goods. In such instances, the Company will use its absolute discretion to fulfil orders with appropriate Goods that are as close as possible to the Goods ordered.
    7. From time-to-time there might be insufficient supplies of Goods for the Company to fulfil and order from a Retailer. In such instances the Company reserves the right to either fulfil the order with Goods of a similar specification, issue a credit for the shortfall, or delay shipment of that particular order or part order.

  6. Payment and Credit
    1. SOR Goods are intended as returnable float stock. SOR Goods will be invoiced to the Retailer, payable within 7 days, if the SOR Goods are lost or damaged; if the retailer ceases to stock the Goods for whatever reason; or following the sale of SOR Goods by the Retailer and where no replacement stock has been ordered from the Company.
    2. Following the sale of SOR Goods by the Retailer, further stock orders will be invoiced and paid for by the Retailer in line with the normal credit terms existing between the Company and the Retailer.
    3. Orders and invoices for Goods will be recorded and communicated to the Retailer through the account management system of Core Retail and the Retailer hereby agrees to allow the Company and Core Retail to freely exchange information in order to service the Retailer’s account.
    4. Further, the Retailer agrees to allow amounts due from Core Retail to the Retailer to be offset against balances due from the Retailer to the Company in respect of outstanding invoices for Goods.
    5. The Company reserves at all times the right to refuse, at its absolute discretion, to supply Goods on credit or otherwise to the Retailer and shall not be required to provide any reason for the refusal to supply such Goods.
    6. If granted credit, the Retailer will be given payment terms at the absolute discretion of the Company.
    7. The Company reserves its right to apply interest on overdue amounts at the annual rate of 2% above the Bank of England base rate from time to time, accruing on a daily basis until payment is made, whether before or after any judgment.
    8. In addition to other rights conferred in this agreement, the Company reserves its right to take action to recover overdue debt due from the Retailer to the Company and to recover the reasonable costs thereof from the Retailer.
    9. Payment may be made by the methods advised to Retailer at the time of ordering. The Company reserves the right to amend these payment methods from time to time.

  7. Passing of Property
    1. Notwithstanding the earlier passing of risk, title of the Goods shall remain with the Company and not pass to the Retailer (who shall, nevertheless, subject to the Conditions stated, be entitled to resell them as principal only, in the ordinary course of business) until the Company has received in cash or cleared funds payment in full of the price of the Goods and of all other debts for any other goods or services owed to it by Retailer on any account.
    2. Until title passes:
      1. The Retailer shall hold the Goods as bailee for the Company, insure them with a reputable insurer against loss or damage for their full replacement value (and at the Company’s request provide evidence as to the existence of and sufficiency of such insurance), ensure that goods are not defaced, destroyed or obscure any unpaid goods and to maintain them in a satisfactory condition, and ensure that they are at all times clearly identified as the Company’s property;
      2. Enter any premises where the Goods are located for the purpose of inspecting or repossessing them.
      3. The Company shall, without prejudice to any other remedy, be entitled to maintain an action for the price of the Goods although title in them has not passed to Retailer.
    3. The Company transfers to the Retailer only such title and rights of use as the Company has in any goods and in the case of material provided by any third party shall transfer only such title and rights as that party had and has transferred to the Company.

  8. Return of Goods
    1. It is the responsibility of the Retailer to ensure that any Goods returned to the Company have been authorized by the Company by prior arrangement. The Company will issue a Returns Authorisation Number in which the Retailer should clearly mark on the packaging prior to return.
    2. All Goods returned should be fit for sale on their return as they were on their delivery or the Company has the right to reject their return.
    3. Non defective, undamaged goods will only be accepted back where they have not been supplied to order.

  9. Limitation of Liability
    1. The Company shall not be liable under any circumstances for any special, consequential, incidental, punitive or exemplary damages arising out of or in any way connected with the agreement to sell the Goods to Retailer or the Goods, including but not limited to, damages for lost profits, loss of business, depletion of goodwill, loss of use, lost data or for any damages or sums paid by the Retailer to third parties, even if the Company has been advised of the possibility of such damages. The foregoing limitation of liability shall apply whether any claim is based on principles of contract, warranty, negligence or other tort, breach of any statutory duty, principles of indemnity or contribution, the failure of any limited or exclusive remedy to achieve its essential purpose, or otherwise.
    2. Further, in choosing to promote e-liquid products, the Retailer confirms that it has undertaken its own consideration of any inherent risks in the product and in doing so has not relied upon any representations given by the Company or its representatives. Accordingly, in no circumstances will the Retailer hold the Company responsible for any long term health or other consequences generic to e-liquids.

  10. Indemnity
    1. Notwithstanding the Company’s ownership of SOR Goods until sold by the Retailer, the Company and the Retailer acknowledge that SOR Goods at the Retailer’s premises are under the control of the Retailer and the Retailer hereby indemnifies the Company for any loss or damage to SOR Goods howsoever caused.
    2. To the furthest extent permitted by law, the Retailer indemnifies the Company against any claim on the Company for loss, damage or injury however caused by the presence of SOR Goods whilst residing at the Retailer’s premises.

  11. Force Majeure
    1. Without prejudice to the generality of any of the foregoing Conditions the Company shall not be liable for any loss or damage caused by the non-performance or in the delay of its performance of any of its obligations hereunder if the same is occasioned by any cause whatsoever which is beyond the Company's control, including but not limited to acts of God, war, civil disturbance, requisitioning, import or export regulations, strike, lock out or trade dispute, difficulties in obtaining materials, breakdown of machinery, fire or accident should any such event occur the Company may cancel or suspend the contract without incurring any liability for any loss or damage thereby occasioned.

  12. Alterations and Modifications
    1. The Company may carry out from time to time and without notice to the Retailer, alterations or improvements in construction or design, specification, materials or manner of manufacture of the Goods.
    2. These Conditions are subject to change at any time without prior notification to the customer, however updates will be provided by the Company on request from the Retailer.

  13. Severance
    1. If any provision of these Conditions (or any part of any provision) are found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required. Be deemed not to form part of this Agreement, and the validity and enforceability of the other provision of this Agreement shall not be affected.
    2. If a provision of this Agreement (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

  14. Governing Law and Jurisdiction
    1. The Contract shall be governed by English law and the Company and the Retailer consent to the exclusive jurisdiction of the English courts in all matters connected with the Contract.
    2. The headings of conditions are for convenience of reference only and shall not affect their interpretation.

  15. Intellectual Property and Confidentiality
    1. Nothing in these Conditions conveys Retailer any right to use or recreate the Vapix or any other brand associated with the Goods other than within the packaging provided.
    2. Retailer warrants that it will not repackage the Goods unless agreed, in writing, with the Company.
    3. The Company, the Retailer and Core Retail agree not to share any confidential information with any other party unless required by law.

  16. Third Party Rights
    1. A person who is not a party to these Conditions shall not have any rights under or in connection with it by virtue of the Contract (Right of Third parties) Act 1999 but this does not affect any right or remedy of a third party which exists, or is available, apart from that Act.

  17. No Partnership or Agency
    1. Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the Company, the Retailer and Core Retailer, constitute either party the agent of the other, nor authorise a party to make or enter into any commitments for or on behalf of the other party.

  18. Assignment
    1. These Conditions are personal to the parties and no party shall, without the prior written consent of the other party, attempt to assign any rights or obligations under or arising out of this Conditions.