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TERMS OF SALES AND SERVICE AGREEMENT - DISCLAIMER PLEASE READ THE FOLLOWING CAREFULLY. WE WILL REQUIRE A SIGNATURE OF AN AUTHORIZED REPRESENTATIVE BEFORE WE CAN OPEN AND SERVICE YOUR ACCOUNT. DEFINITION “SDF” AS USED HEREIN MEANS SOVEREIGN DUTY FREE. AND ANY AND ALL OF ITS AFFILIATES AND/OR SUBSIDIARIES AND/OR BUSINESS AGENTS, SERVANTS AND EMPLOYEES. “CUSTOMER” AS USED HEREIN MEANS YOU, AND/OR, THE COMPANY AND/OR PERSON(S) PURCHASING THE PRODUCTS FROM SDF FOR THE PURPOSE OF RESELLING TO THE END RETAIL CUSTOMER/CLIENT. “PRODUCT(S)” AS USED HEREIN MEANS ALL PRODUCTS MADE FOR SALE BY SOVEREIGN DUTY FREE TO CUSTOMER. LEGAL NOTICE E-CIGARRETTES (HEREAFTER REFERRED TO AS “VAPING”) ARE BATTERY OPERATED VAPORIZERS. E-CIGARETTES AND VAPORIZING KITS ARE POWERED BY BATTERIES WHICH CAN POSSIBLY FAIL, EXPLODE OR CATCH FIRE. SDF HAS PROVIDED YOU WITH EDUCATIONAL MATERIAL TO ASSIST YOU, YOUR EMPLOYEES AND CUSTOMERS TO SAFELY USE AND ENJOY OUR VAPING PRODUCTS ALONG WITH USAGE GUIDELINES AND RECOMMENDATIONS TO AVOID BATTERY FAILURE, EXPLOSIONS, OR FIRES.PLEASE SEE “GUIDELINE FOR USAGE” FOR MORE INFORMATION. WITH ANY PURCHASE MADE FROM SDF, YOU ARE DEEMED A CUSTOMER OF SOVEREIGN DUTY FREE. AND SPECIFICALLY AGREES THAT ALL ITEMS AND PRODUCTS PURCHASED BECOME THEIR PRODUCT UPON DEPARTING SDF’S FACILITY AND THAT THE CUSTOMER ASSUMES ALL LIABILITY, DIRECT AND RELATED TO THE ITEMS AND/OR PRODUCTS. THE CUSTOMER HAS NO EXPECTATIONS OF SDF, ITS OWNERS, EMPLOYEES OR ASSIGNS WITH RESPECT TO HANDLING, SHIPPING, STORING, SECURING, USAGE OF THE ITEM OR PRODUCT THEY HAVE PURCHASED AND WHICH HAS BECOME THE CUSTOMER’S PROPERTY OTHER THAN THAT WHICH IS OUTLINED IN THE TERMS BELOW AND HAS BEEN ACCEPTED BY THE CUSTOMER; ANY CUSTOMER THAT PURCHASES AND/OR RECEIVES A VAPING ITEM OR PRODUCT FROM  SOVEREIGN DUTY FREE. MUST EXPRESSLY AGREE TO THE TERMS OF THIS STATEMENT. TERMS *Pricing and Payments Terms Currency:* All prices displayed on our website or any marketing materials are reflective of cash-discounted prices and are in Canadian Dollars (CAD). CASH DISCOUNT: If you choose to pay by credit card or other non-cash methods, standard prices apply. TRANSPARENCY TAXES: Any applicable taxes (such as GST or HST) will be clearly indicated during checkout. PAYMENT METHODS: We accept various payment methods, including cash, credit/debit cards, and electronic transfers. Please note that the prices on our website or any materials that communicate a price will not be eligible for cash-discounted pricing if payment is made using a credit card as a payment option. Please note that additional fees may apply for certain payment options (e.g., credit card processing fees). REFUNDS & RETURNS: Refer to our separate Refund Policy for details on returns, exchanges, and refunds. WARRANTY.  THE WARRANTY SET FORTH IN THE TERMS AND CONDITIONS ARE SDF SOLE AND EXCLUSIVE WARRANTY AND THE ONLY REMEDY AVAILABLE TO CUSTOMER WITH RESPECT TO THIS PRODUCT.  SOVEREIGN DUTY FREE WILL NOT HAVE ANY LIABILITY IN WARRANTY TO ANY THIRD PARTY IN ANY MANNER WHATSOEVER;  SOVEREIGN DUTY FREE MAKES NO OTHER WARRANTIES TO THE CUSTOMER AND EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. THE WARRANTY WILL BE VOIDED AND SHALL NOT APPLY IF THE PRODUCT HAS BEEN PHYSICALLY ABUSED, OR MISUSED BY THE CONSUMER AND/OR ANY THIRD PARTY, AND/OR THE PRODUCT HAS BEEN SUBJECTED TO ABNORMAL OR UNUSUAL USAGE OR USE BY THE CONSUMER AND/OR ANY THIRD PARTY INCONSISTENT WITH  SOVEREIGN DUTY FREE’S PUBLISHED DIRECTIONS AND/OR GUIDELINE FOR USAGE, OR THERE HAD BEEN TAMPERING. TOTAL LIABILITY.  SDF’S TOTAL LIABILITY TO THE CUSTOMER OR TO ANY THIRD PARTY IN CONNECTION TO THIS PRODUCT SHALL BE LIMITED TO THE PRICE PAID BY THE CUSTOMER TO PURCHASE THE PRODUCT PRECEDING THE DATE OF THE EVENT GIVING RISE TO A CLAIM AGAINST SOVEREIGN DUTY FREE. LIMITATION OF LIABILITY.  IN NO EVENT WHATSOEVER WILL SOVEREIGN DUTY FREE BE LIABLE TO ANY CUSTOMER, CONSUMER, OR TO ANY OTHER THIRD PARTY FOR ANY SPECIAL, NONCOMPENSATORY, CONSEQUENTIAL, INDIRECT, INCIDENTAL, STATUTORY OR PUNITIVE DAMAGES OF ANY KIND. RISK PRODUCTS SOLD BY SDF INCLUDE BUT ARE NOT LIMITED TO; EQUIPMENT AND ACCESSORIES USED IN VAPORIZERS, ELECTRONIC CIGARETTES, BATTERIES, CLEAROMIZER, CHARGERS, CABLES, E-LIQUID, E-JUICE, AND DRIP TIPS. THE USE OF ANY OF THE PRODUCTS CAN BE DANGEROUS IF MISUSED. THE CUSTOMER UNDERSTANDS THAT THE SALE OF SUCH PRODUCTS TO THEIR CLIENTS IS DONE AT THE CUSTOMER’S OWN RISK. YOU AGREE THAT BY VENDING THE PRODUCTS SOLD BY SDF THAT YOU HAVE THE KNOWLEDGE AND TRAINING TO DO SO. THE CUSTOMER ACKNOWLEDGES THAT THEY ARE RESPONSIBLE TO COMMUNICATE TO THEIR CLIENTS ALL NECESSARY WARNINGS PRIOR TO MAKING THE SALES TRANSACTION. THE CUSTOMER ALSO ACKNOWLEDGES THAT IT IS THEIR RESPONSIBILITY TO EDUCATE THEIR CLIENTS ON THE SAFETY AND PROPER USE OF ALL PRODUCTS SOLD TO THE CUSTOMER’S CLIENTS, AND THAT IMPROPER USE OF ANY PRODUCTS WHETHER AS SOLD INDIVIDUALLY, OR USED IN COMBINATION, OR CONJUNCTION WITH OTHER PRODUCTS MAY POSE A SERIOUS RISK. WARNING THE SELLER UNDERSTANDS THAT THE MISUSE OF PRODUCTS SOLD BY SDF THROUGH SDFI’S WHOLESALE PROGRAM, OR OTHERWISE, MAY INVOLVE SERIOUS RISKS INCLUDING, INJURY, PROPERTY DAMAGE, DISABILITY AND DEATH. CUSTOMER AND CUSTOMER’S CLIENTS ASSUME ALL RISK OF INJURY. SDF CANNOT AND WILL NOT BE RESPONSIBLE FOR THE MISUSE OR UNAUTHORIZED AND IMPROPER USE OF THE PRODUCTS SOLD THROUGH SDF’S WHOLESALE SALES PROGRAM, OR OTHERWISE. CONDITIONS OF SALE THE CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT SUBSTANTIAL RISKS ARE INVOLVED WITH USING PRODUCTS SOLD BY SDF, AND THAT SUCH RISKS MUST BE COMMUNICATED TO THE CUSTOMER’S CLIENTS. THE CUSTOMER IS RESPONSIBLE FOR TRAINING AND COMMUNICATING TO CUSTOMER’S STAFF TO ENSURE PROPER COMMUNICATION OF SUCH RISKS IS PASSED ONTO CUSTOMER’S CLIENTS PRIOR TO MAKING A SALE. THE CUSTOMER IS RESPONSIBLE FOR ADEQUATELY TRAINING CUSTOMER’S STAFF AND ENSURING AND DETERMINING THE ADEQUATE LEVEL OF PRODUCT SAFETY KNOWLEDGE REQUIRED PRIOR TO ALLOWING CUSTOMER’S STAFF TO SELL PRODUCTS TO CUSTOMER’S CLIENTS. IN ADDITION, THE CUSTOMER AND/OR CUSTOMER’S STAFF MUST COMMUNICATE SUCH KNOWLEDGE SUCH AS SAFETY, WARNINGS CAUTIONS, DANGERS, AND RISKS TO CUSTOMER’S CLIENTS AT THE TIME OF SALE. THE CUSTOMER IS RESPONSIBLE FOR ADEQUATELY TRAINING CUSTOMER’S STAFF ON THE PROPER SAFETY AND HANDLING OF PRODUCTS SOLD BY SDF. THE CUSTOMER AGREES THAT ALL PRODUCTS SOLD BY SDF, ARE TO BE SOLD ONLY TO CUSTOMER’S CLIENTS WHO HAVE REACHED THE AGE OF MAJORITY. THE SALE OF ANY PRODUCTS BY CUSTOMER TO CUSTOMER’S CLIENTS WHO HAVE NOT MET THE AGE OF MAJORITY IS STRICTLY PROHIBITED AND VIOLATES THIS TERMS OF SALE AGREEMENT BETWEEN CUSTOMER AND SDF. THE CUSTOMER AGREES THAT SDF IS NOT RESPONSIBLE FOR THE VIEWS, CLAIMS, STATEMENTS AND OPINIONS WHETHER EXPRESSED VERBALLY, OR WRITTEN, OR BY ANY OTHER MEANS OF COMMUNICATION, BY CUSTOMER TO THEIR CLIENTS, INCLUDING BUT NOT LIMITED TO ANY CLAIMS OF HEALTH BENEFITS FROM USING PRODUCTS, SMOKING CESSATION, SAFETY, AND RISKS INVOLVING PRODUCTS, OR OTHERWISE. EXCLUSION OF IMPLIED WARRANTIES AND LIMITATION OF LIABILITY SDF MAKES NO WARRANTY THAT THE GOODS SOLD HEREUNDER SHALL BE MERCHANTABLE OR THAT SUCH GOODS SHALL BE FIT FOR ANY PARTICULAR PURPOSE. IT IS UNDERSTOOD AND AGREED THAT IN NO EVENT SHALL SDF BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY, PROPERTY DAMAGE, DAMAGE TO OR LOSS OF EQUIPMENT, LOST PROFITS OR REVENUE, COSTS OF RENTING REPLACEMENTS AND ADDITIONAL EXPENSES, RESULTING FROM SDF'S PERFORMANCE OR FAILURE TO PERFORM UNDER THIS SALE, OR FROM THE FURNISHING, PERFORMANCE OR USE OF ANY GOODS OR SERVICE SOLD PURSUANT HERETO, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, THE NEGLIGENCE OF SDF, OR OTHERWISE. TITLE TITLE TO PRODUCTS PASSES FROM SDF TO CUSTOMER UPON SHIPMENT FROM SDF'S FACILITY. GOVERNING LAW, JURISDICTION AND COSTS THIS AGREEMENT IS GOVERNED BY THE LAWS OF THE PROVINCE OF ONTARIO, WITHOUT REGARD TO ITS CONFLICT OR CHOICE OF LAW PROVISIONS. CUSTOMER ACKNOWLEDGES AND AGREES THAT ONTARIO IS AN APPROPRIATE PLACE FOR VENUE OF ANY LITIGATION AND THAT ONTARIO COURTS HAVE JURISDICTION OVER THIS AGREEMENT AND CUSTOMER. IN THE EVENT THE CUSTOMER AND SDF ARE UNABLE TO RESOLVE ANY CUSTOMER DISPUTE, AND ANY COLLECTION ACTION, SUIT OR OTHER JUDICIAL PROCEEDING IS COMMENCED, THE PREVAILING PARTY IN ANY SUCH COLLECTION ACTION, SUIT OR JUDICIAL PROCEEDING SHALL BE ENTITLED TO RECOVER ITS COSTS AND REASONABLE ATTORNEYS' FEES INCURRED. DISPUTE THE PARTIES SHALL SEEK TO RESOLVE ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY DISPUTE REGARDING THE ENFORCEABILITY OF ANY PROVISION, THOUGH GOOD FAITH NEGOTIATIONS BETWEEN THEM WITHIN 30 DAYS OF ANY NOTICE OF DISPUTE BEING SERVED OR SUCH LONGER PERIOD OF TIME AS MAY BE MUTUALLY AGREED BETWEEN THE PARTIES. IF THE PARTIES ARE UNABLE TO RESOLVE THE DISPUTE WITHIN THIS TIMEFRAME, AND ONE OR BOTH PARTIES DESIRE TO PURSUE THE DISPUTE, THE COMPLAINING PARTY MUST SUBMIT THE DISPUTE TO THE ADR CHAMBERS CANADA IN ACCORDANCE WITH ITS ARBITRATION RULES EFFECT AT THE TIME OF APPLYING FOR ARBITRATION IN ONTARIO, CANADA. THE PARTIES WILL SHARE EQUALLY THE COST OF ARBITRATION, SUCH DISPUTE. THE ARBITRATOR(S) SHALL NOT BE EMPOWERED TO AWARD PUNITIVE OR OTHER DAMAGES IN EXCESS OF COMPENSATORY DAMAGES, AND BOTH PARTIES IRREVOCABLY WAIVE THE RIGHT TO ANY SUCH DAMAGES. JUDGMENTS ON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED BY ANY COURT HAVING JURISDICTION OVER THE DISPUTE. IN THE EVENT THAT THE PARTIES CANNOT AGREE UPON AN ARBITRATOR WITHIN A 30 DAY PERIOD, EACH PARTY SHALL DESIGNATE AN ARBITRATOR AND THOSE TWO ARBITRATORS SHALL CHOOSE A THIRD ARBITRATOR, WITH THAT THIRD ARBITRATOR SERVING AS THE SOLE ARBITRATOR OF THE DISPUTE. ENTIRE AGREEMENT THE TERMS OF SALES AND SERVICE AGREEMENT CONSTITUTE THE ENTIRE AGREEMENT WITH REGARD TO THIS SALE AND EXPRESSLY SUPERSEDE AND REPLACE ANY PRIOR OR CONTEMPORANEOUS AGREEMENTS, WHETHER WRITTEN OR ORAL, RELATING TO SAID SALE, INCLUDING ANY TERMS AND CONDITIONS ON ANY OF THE CUSTOMER’S DOCUMENTS OR PURCHASE ORDERS. THIS AGREEMENT SHALL BE BINDING UPON THE HEIRS, SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO. IF ANY PROVISION OF THIS AGREEMENT SHALL BE HELD TO BE INVALID OR UNENFORCEABLE, THE REMAINDER OF THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT. GUIDELINES FOR USAGE FOR HANDLING OF ELECTRONIC CIGARETTE AND ACCESSORIES:
  • MAKE SURE YOU AND YOUR CONSUMERS READ AND UNDERSTAND THE MANUFACTURER'S RECOMMENDATIONS FOR USE AND CARE OF THE DEVICE. IF THE VAPORIZER DID NOT COME WITH INSTRUCTIONS OR YOU HAVE FURTHER QUESTIONS, CONTACT YOUR DEDICATED SDF REPRESENTATIVE.
  • DON’T REMOVE OR DISABLE SAFETY FEATURES AND ALSO ADVISE YOUR CONSUMER NOT TO REMOVE OR DISABLE SAFETY FEATURES—LIKE FIRE BUTTON LOCKS OR VENT HOLES—THESE ARE DESIGNED TO PREVENT BATTERY OVERHEATING AND EXPLOSIONS.
  • ONLY USE BATTERIES THAT ARE DESIGNED AND RECOMMENDED FOR THE DEVICE. DON'T MIX DIFFERENT BRANDS OF BATTERIES, OR USE BATTERIES WITH DIFFERENT CHARGE LEVELS.
  • CHARGE ANY DEVICE (INCLUDING DEVICES USING INTERNAL BATTERIES) AWAY FROM ANYTHING THAT CAN EASILY CATCH FIRE LIKE A COUCH OR PILLOW.
  • FOR VAPORIZER DEVICE WHICH CONTAINS BUILT INTERNAL BATTERIES, ALWAYS USE THE CHARGER THAT CAME WITH IT IN THE ORIGINAL PACKAGING.
  • FOR VAPORIZER DEVICE WHICH USES EXTERNAL BATTERIES, ALWAYS USE CERTIFIED CHARGERS THAT WERE DESIGNED TO CHARGE YOUR SPECIFIC BATTERIES.
  • PROTECT YOUR VAPORIZER DEVICE FROM EXTREME TEMPERATURES BY NOT LEAVING IT IN DIRECT SUNLIGHT OR IN YOUR CAR ON A FREEZING COLD NIGHT.
FOR HANDLING OF BATTERIES:
  • DON’T EVER TRUST A CHARGING SOURCE TO NOT OVERCHARGE A BATTERY (INCLUDING INTERNAL BATTERIES CHARGED VIA USB!)
  • DON’T EVER PAINT, MODIFY OR TAKE APART YOUR BATTERIES, THIS CAN BE DANGEROUS.
  • NEVER REMOVE THE WRAPPING FROM A BATTERY OR USE A BATTERY WITH DAMAGED WRAPPING WHERE YOU CAN SEE EXPOSED METAL OF ANY KIND. AN UNWRAPPED OR DAMAGED BATTERY IS GUARANTEED TO BE A POTENTIALLY DANGEROUS BATTERY. INSPECT YOUR BATTERIES! IF YOU ARE UNSURE, IT’S BEST TO GET NEW BATTERIES OR HAVE AN EXPERIENCED INDIVIDUAL RE-WRAP YOUR CURRENT BATTERIES.
  • NEVER KEEP EXTRA BATTERIES STORED WITHOUT A CASE OR CARRY THEM LOOSELY; A SINGLE PIECE OF METAL TOUCHING THE CONTACTS OF A BATTERY CAN CAUSE IT TO DISCHARGE IN YOUR POCKET.
  • NEVER USE OFF-BRAND, UNMARRIED BATTERIES. ALWAYS USE THE SAME BRAND, SAME AGED AND SAME EXACT MODEL OF BATTERIES TOGETHER!
  • NEVER CHARGE YOUR BATTERIES AT A RATE YOU AREN’T SURE THEY ARE SAFE WITH. 18650’S SHOULD BE CHARGED AT 1.0A, 26650’S SHOULD BE CHARGED AT 2.0A AND ONLY USE THE SAME KIND OF USB CORD AS THAT WHICH CAME WITH YOUR DEVICE IN THE CASE OF USB CHARGING.
  • NEVER LEAVE CHARGING BATTERIES UNATTENDED FOR LONG PERIODS OF TIME. (INCLUDING INTERNAL BATTERIES BEING CHARGED VIA USB!)
  • NEVER BLINDLY PLACE BATTERIES IN YOUR DEVICE, ALWAYS ENSURE YOU ARE PROPERLY INSTALLING THEM AND NEVER PLACE BATTERIES IN A DEVICE/CHARGER BACKWARDS OR IMPROPERLY!
  • NEVER PLACE BATTERIES NEAR OR ON TOP OF ANY KIND OF METAL OBJECT, SUCH AS A TABLE OR LAPTOP.
  • DO INSPECT YOUR BATTERIES AND THEIR WRAPPING FOR ANY DAMAGES EVERY TIME YOU REMOVE THEM; ONLY EVER USE A BATTERY YOU KNOW IS IN PRISTINE CONDITION AND SAFE.
  • DO REMOVE YOUR BATTERIES / DEVICE FROM THE CHARGER ONCE THE CHARGER OR DEVICE INDICATES THAT THE CELLS ARE AT FULL CAPACITY.
  • DO, IF YOU USE A MULTI-BATTERY DEVICE, STORE AND USE BATTERIES IN PAIRS. THIS IS CALLED “MARRYING” YOUR BATTERIES, FROM DAY ONE WHEN YOU GET NEW BATTERIES ALWAYS EXCLUSIVELY USE AND CHARGE THOSE BATTERIES TOGETHER WITH ONLY ONE ANOTHER AND ONLY WITH THE SAME DEVICE YOU INITIALLY PUT THEM IN, THIS ENSURES YOUR BATTERIES ARE AGED THE SAME TO ENSURE STEADY OUTPUT AND PRO-LONG LIFE.
INDEMNITY AGREEMENT FOR EXCISE DUTY THIS INDEMNITY AGREEMENT (THE “AGREEMENT”) IS MADE BY AND BETWEEN SOVEREIGN DUTY FREE. (“SDF”)  AND [RETAILER LEGAL ENTITY NAME] (THE “RETAILER”) OF [RETAILER LEGAL REGISTERED OFFICE ADDRESS](COLLECTIVELY REFERRED TO AS “PARTIES” AND SINGULARLY AS “PARTY”), EFFECTIVE UPON THE LATEST DATE OF EXECUTION OF THE AGREEMENT BY THE PARTIES HERETO (THE “EFFECTIVE DATE”). WHEREAS THE RETAILER IS IN THE BUSINESS OF OPERATING BRICK AND MORTAR RETAIL STORES, ECOMMERCE WEBSITES, WHOLESALE DISTRIBUTION CHANNELS, OR ANY COMBINATION OF THESE AND IN CONDUCTING SUCH BUSINESS OFFERS FOR CONSUMPTION, USE OR SALE CERTAIN VAPING PRODUCTS MANUFACTURED IN CANADA OR IMPORTED TO CANADA WHICH ARE SUBJECT TO THE EXCISE ACT 2001 (THE “ACT”); AND WHEREAS THE PARTIES HAVE A NON-EXCLUSIVE RETAILER-SUPPLIER RELATIONSHIP WHICH INCLUDES THE SALE BY SDF TO THE RETAILER OF VAPING PRODUCTS WHICH ARE SUBJECT TO THE ACT AND THE CUSTOMS ACT (THE “PRODUCTS”); AND WHEREAS THE RETAILER HAS AGREED TO BE LIABLE UNDER THE ACT AND THE CUSTOMS ACT TO PAY DUTIES LEVIED ON THE PRODUCTS AND ACKNOWLEDGES THAT IT IS REQUIRED TO PAY THE VAPING DUTY AND THE ADDITIONAL VAPING DUTY IMPOSED AT THE TIME OF ACCOUNTING TO THE APPLICABLE GOVERNMENTAL AUTHORITY AND THE PARTIES WISH TO CONFIRM THE INDEMNITY PROVIDED TO SDF BY THE RETAILER FOR THE ADDITIONAL VAPING DUTY IN RESPECT OF SPECIFIED VAPING PROVINCES IMPOSED UNDER THE ACT FOR THE ADDITIONAL DUTY PROVINCES (AS DEFINED BELOW); NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND PROMISES CONTAINED HEREIN, THE SALE OF PRODUCTS BY SDF TO THE RETAILER, AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH IS HEREBY ACKNOWLEDGED BY EACH OF THE PARTIES, THE PARTIES COVENANT AND AGREE AS FOLLOWS: ACKNOWLEDGEMENT REGARDING ADDITIONAL EXCISE DUTY. THE RETAILER ACKNOWLEDGES THAT PURSUANT TO THE ACT, INCLUDING, WITHOUT LIMITATION, SECTION 158.58 OF THE ACT, AND SECTION 3 OF THE EXCISE DUTIES ON VAPING PRODUCTS REGULATIONS (THE “REGULATIONS”), VAPING PRODUCTS INTENDED FOR CONSUMPTION, USE, OR SALE TO CONSUMERS IN ONTARIO, QUEBEC, NORTHWEST TERRITORIES, NUNAVUT, AND ANY OTHER PROVINCE PRESCRIBED IN SECTION 2 OF THE REGULATIONS (“ADDITIONAL DUTY PROVINCES”) ARE SUBJECT TO AN ADDITIONAL EXCISE DUTY PURSUANT TO SECTION 158.58 OF THE ACT AND MUST BE STAMPED AS DUTY-PAID FOR THE APPLICABLE ADDITIONAL DUTY PROVINCE. BY ORDERING PRODUCTS FROM SDF, THE RETAILER (A) ACKNOWLEDGES THAT THE RETAILER HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS AND WARRANTS TO SDF THAT THE RETAILER HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT THE RETAILER HAS THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS. IF THE RETAILER DOES NOT COMPLY WITH THIS AGREEMENT, THE RETAILER ACKNOWLEDGES THAT IT CANNOT ORDER PRODUCTS FROM SDF AND THAT SDF FURTHER RESERVES THE RIGHT TO CANCEL ANY PRODUCT ORDERS CURRENTLY SUBMITTED BY THE RETAILER TO SDF WITHOUT LIABILITY TO SDF. REPRESENTATION AND WARRANTY. THE RETAILER HEREBY REPRESENTS AND DECLARES TO SDF THAT IT HAS NOT ORDERED, AND THROUGHOUT THE SUPPLIER RELATIONSHIP WITH SDF WILL NOT ORDER VAPING PRODUCTS FROM SDF FOR CONSUMPTION, USE OR SALE TO CONSUMERS IN ADDITIONAL DUTY PROVINCES UNLESS THEY ARE STAMPED AS DUTY-PAID FOR THE PARTICULAR ADDITIONAL DUTY PROVINCE WHERE THE VAPING PRODUCTS ARE TO BE CONSUMED, USED OR SOLD. THE RETAILER ACKNOWLEDGES THAT THE EXCISE DUTIES ON VAPING PRODUCTS REGULATIONS HAS COME INTO FORCE ON JULY 1, 2024 AND ALLOWS FOR A TRANSITION PERIOD BETWEEN JULY 1, 2024 AND SEPTEMBER 30, 2024. THE RETAILER ACKNOWLEDGES THAT ITS ENTIRE INVENTORY OF VAPING PRODUCTS INTENDED FOR CONSUMPTION, USE, OR SALE IN ADDITIONAL DUTY PROVINCES MUST BE STAMPED AS DUTY-PAID FOR THE APPLICABLE ADDITIONAL DUTY PROVINCE AFTER SEPTEMBER 30, 2024. THE RETAILER AGREES TO COMPLY WITH THE PROVISIONS OF THE ACT, THE CUSTOMS ACT, THE CUSTOMS TARIFFS AND THE REGULATIONS TOGETHER WITH ALL OTHER LEGISLATIVE AND REGULATORY REQUIREMENTS IN RESPECT OF ITS PURCHASE OF THE PRODUCTS AND CONSUMPTION, USE OR SALE TO CONSUMERS IN ADDITIONAL DUTY PROVINCES (THE “REGULATORY REQUIREMENTS”), WHEN AND AFTER PURCHASING VAPING PRODUCTS FROM SDF. THE RETAILER ACKNOWLEDGES THAT THE RETAILER HAS READ AND UNDERSTANDS THE REGULATORY REQUIREMENTS AND COVENANTS TO COMPLY IN ALL RESPECT WITH THE REGULATORY REQUIREMENTS. THE RETAILER FURTHER COVENANTS AND AGREES THAT IT SHALL BE THE SOLE RESPONSIBILITY OF THE RETAILER TO COMPLY WITH ANY AMENDMENTS, VARIATIONS OR REPLACEMENTS TO THE REGULATORY REQUIREMENTS. INDEMNITY.THE RETAILER ACKNOWLEDGES THAT SDF RELIES ON THIS AGREEMENT AND AGREES TO INDEMNIFY, RELEASE, DEFEND, SAVE AND HOLD HARMLESS SDF FOR ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES, DEFICIENCIES, ACTIONS, JUDGMENTS, SETTLEMENTS, INTEREST, AWARDS, PENALTIES, FINES, FEES, EXPENSES OR COSTS (INCLUDING WITHOUT LIMITATION, REASONABLE LEGAL COSTS) OF ANY KIND WHATSOEVER, RESULTING FROM, OR IN CONNECTION WITH, THE RETAILER’S USE, SALE OR DISTRIBUTION OF PRODUCTS IN ADDITIONAL DUTY PROVINCES OR ANY NON-COMPLIANCE BY THE RETAILER WITH THE REGULATORY REQUIREMENTS OR FOR ANY CONSEQUENCE THAT RESULTS FROM THE UNDERSIGNED’S DEVIATION FROM THE REGULATORY REQUIREMENTS. THE PARTIES AGREE THAT IN NO EVENT WILL SDF BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (A) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, AGGRAVATED, OR PUNITIVE DAMAGES; (B) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (C) LOSS OF GOODWILL OR REPUTATION; (D) ANY AMOUNT OWING UNDER THE REGULATORY REQUIREMENTS; OR (E) COMPLIANCE WITH THE REGULATORY REQUIREMENTS, IN EACH CASE REGARDLESS OF WHETHER SDF WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. DISCLOSURE. THE RETAILER AGREES TO PROVIDE SDF WITH APPROPRIATE INFORMATION SUCH AS DISTRIBUTION RECORDS THAT SUBSTANTIATE THE RETAILER’S COMPLIANCE WITH THE REGULATORY REQUIREMENTS IF REQUESTED BY SDF AS A RESULT OF ANY INVESTIGATION OR PENALTY IMPOSED BY CANADA REVENUE AGENCY, CANADA BORDER SERVICES AGENCY, OR ANY GOVERNMENT AUTHORITY. THE RETAILER SHALL DELIVER TO SDF FROM TIME TO TIME PROMPTLY UPON REQUEST (I) ANY DOCUMENTS OF TITLE, BILLS OF SALE, CONVEYANCING DOCUMENTS, INSTRUMENTS, STAMPS, AND CHATTEL PAPER CONSTITUTING, REPRESENTING, OR RELATING TO THE PRODUCTS; (II) ALL BOOKS OF ACCOUNT AND ALL RECORDS, LEDGERS, REPORTS, CORRESPONDENCE, SCHEDULES, DOCUMENTS, STATEMENTS, LISTS, AND OTHER WRITINGS RELATING TO THE PRODUCTS FOR THE PURPOSE OF INSPECTING, AUDITING, OR COPYING; AND (III) ANY INFORMATION CONCERNING THE PRODUCTS, THE UNDERSIGNED, AND THE UNDERSIGNED’S BUSINESS AND AFFAIRS AS IT RELATES TO THE REGULATORY REQUIREMENTS. SDF RESERVES THE RIGHT TO CANCEL OR TERMINATE SALES TO THE UNDERSIGNED AT THE SOLE DISCRETION OF SDF. BINDING NATURE AND SEVERABILITY. THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE HEIRS, SUCCESSORS, ASSIGNS, AFFILIATES, RELATED ENTITIES AND LEGAL REPRESENTATIVES, TOGETHER WITH THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, REPRESENTATIVES, SHAREHOLDERS AND OWNERS, AS APPLICABLE. SHOULD ANY TERM OR PROVISION HEREOF BE DEEMED INVALID, VOID OR OF NO EFFECT BY A COURT OR FORUM OF COMPETENT JURISDICTION, SUCH TERM OR PROVISION SHALL BE DEEMED SEVERABLE WITHOUT PREJUDICE TO THE REMAINING TERMS AND PROVISIONS OF THIS AGREEMENT, ALL OF WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT. THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT FOR SO LONG AS THE PARTIES ARE ENGAGED IN A RETAILER-SUPPLIER RELATIONSHIP, PROVIDED THAT THE INDEMNITY SHALL SURVIVE THE TERMINATION OF THE RETAILER-SUPPLIER RELATIONSHIP. INDEPENDENT LEGAL ADVICE. EACH OF THE PARTIES HEREBY ACKNOWLEDGES THAT IT HAS BEEN AFFORDED THE OPPORTUNITY TO OBTAIN INDEPENDENT LEGAL ADVICE AND CONFIRMS BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT THAT THEY HAVE EITHER DONE SO OR WAIVED THEIR RIGHT TO DO SO IN CONNECTION WITH THE ENTERING INTO OF THIS AGREEMENT. GOVERNING LAW. THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO AND THE LAWS OF CANADA. COUNTERPARTS. THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE COUNTERPARTS, INCLUDING THOSE IN ELECTRONIC OR DIGITAL FORM, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL AND ALL OF WHICH SHALL CONSTITUTE THE SAME DOCUMENT. BY SIGNING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE ABOVE TERMS AND CONDITIONS DESCRIBED IN THE AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE THE AUTHORITY TO SIGN THIS AGREEMENT AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY.
BY SIGNING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE ABOVE TERMS AND CONDITIONS DESCRIBED IN THE AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE THE AUTHORITY TO SIGN THIS AGREEMENT AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY.
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