Wholesale / Retailer Terms
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These Wholesale / Retailer Terms (the “Terms”) govern the purchase and resale of Stokes Picks products (the “Products”) by approved wholesale buyers and retailers (“Retailer,” “you”). By applying for wholesale status, placing an order, or reselling Products, you agree to these Terms and to all policies referenced herein.
NICOTINE WARNING: This product contains nicotine. Nicotine is an addictive chemical. Adult use 21+ only. Retailers must comply with all age-restriction laws.
Eligibility & Approval
- Business Use Only. Wholesale purchases are for legitimate, licensed businesses. Personal use orders must be placed through the consumer store.
- Application. You must submit a wholesale application with business name, resale certificate/tax ID, licenses, and store/website info.
- Approval. Approval is at our sole discretion and may be withdrawn at any time for non-compliance, payment risk, diversion risk, or reputational concerns.
- 21+ Category. You confirm your business is permitted to sell adult-use nicotine products and has all required local/state licenses.
Ordering, Pricing & Payment
- MOQs & Case Packs. Minimum order quantities and case pack sizes apply: MOQ: [e.g., 50 units]. Case pack: [e.g., 12 units/flavor].
- Pricing. Wholesale price lists and discounts are confidential and subject to change without notice. Stokes may run time-limited promotions.
- Payment Terms. Default terms are prepaid (credit card/ACH). Net terms (e.g., Net 15/30) may be offered upon approval and credit review.
- Late Payments. Past-due balances may accrue interest at [1.5% per month] (or the maximum permitted by law). You agree to pay reasonable collection costs and attorneys’ fees for recovery.
- Order Acceptance. All orders are offers to buy and are accepted when we issue a written confirmation or ship.
Taxes, Fees & Compliance Costs
- Sales/Excise Taxes. You are responsible for all applicable sales, excise, or special taxes unless a valid resale certificate is on file.
- Adult-Signature/Compliance Fees. Where required by law or carrier, shipments may include an Adult Signature 21+ fee or documentation charges.
Shipping, Risk of Loss & Lead Times
- FOB / Risk of Loss. Unless otherwise stated in the order confirmation, shipments are FOB our facility (South Carolina). Risk of loss passes to you upon carrier pickup.
- Carriers & Lead Times. We ship via reputable carriers. Typical lead time is [3–7] business days from payment/approval; larger orders may require additional time. Lead times are estimates, not guarantees.
- Backorders & Substitutions. If an item is unavailable, we may offer a revised ship date or your consent to a comparable substitution.
- Shipping Restrictions. We do not ship to jurisdictions where Products cannot be legally sold or delivered. See State Shipping Restrictions.
Receiving, Claims & Returns (Wholesale)
- Inspection on Receipt. Inspect shipments upon delivery. Note visible damage with the carrier and photograph boxes and contents.
- Shortages/Damage. Report shortages, concealed damage, or fulfillment errors within 5 business days of delivery to wholesale@stokespicks.com with photos and the packing slip.
- Defects. Manufacturing defects reported within 30 days of delivery will be repaired, replaced, or credited at our discretion.
- Wholesale Returns. Due to product category and safety controls, unopened wholesale returns require prior RMA approval and may be subject to a [10–20%] restocking fee. Opened/used products are not eligible. Freight is your responsibility unless due to our error.
- Recalls. In the event of a recall, you agree to comply promptly with our instructions, including removal of affected lots and customer notification as applicable.
Resale Rules (Brick-and-Mortar)
- Age Controls. You must check government-issued ID and sell only to adults 21+. No samples to consumers.
- Placement. Store Products behind the counter or in a staff-controlled display, away from youth-oriented merchandise.
- Signage. Post required nicotine and age-restriction notices; display California Prop 65 warnings in CA.
- Pricing. Follow the current MAP Policy (Minimum Advertised Price) if provided. You may sell above MAP; you may not advertise below MAP (see Section 9).
Resale Rules (Online)
- Approved Domains Only. Online resale is limited to your approved domain(s) noted in your application.
- Age Gate & Compliance. Your site must implement a 21+ age gate and comply with applicable privacy, cookie, and marketing laws.
- Marketplaces. No marketplace resale (e.g., Amazon, eBay, Walmart, Etsy) without prior written consent.
- Territory. No cross-border shipments or sales into restricted states or countries. You are responsible for verifying destination eligibility.
White-Label & Repackaging
- No Repackaging. You may not repackage, relabel, or alter Products.
- White-Label. Any white-label or private-label program requires a separate written agreement with Stokes.
MAP (Minimum Advertised Price) Policy
- MAP Compliance. If we issue a MAP schedule, you agree not to advertise Products below the stated MAP (online, print, social, email, paid ads). In-store sell price may be lower, but you may not advertise below MAP.
- Promotions. Temporary promotions must be pre-approved in writing.
- Enforcement. Violations may result in warnings, suspension of wholesale status, order cancellations, and/or termination.
Brand Assets & Marketing Claims
- IP Ownership. All trademarks, logos, product images, copy, videos, and other materials (“Brand Assets”) are owned by Stokes or its licensors.
- License. We grant you a limited, revocable, non-transferable license to use Brand Assets solely to promote and sell authentic Products during your active wholesale status.
- Restrictions. Do not alter logos; do not create look-alike packaging; do not make medical, health, or cessation claims. Always display the required nicotine warnings and age restrictions.
- Takedowns. Upon notice, promptly remove any non-compliant content or unauthorized listings.
Anti-Diversion & Audit
- No Diversion. Do not sell to unlicensed resellers or third parties you know (or should know) will resell unlawfully or to minors.
- Records. Keep purchase and resale records (including lot codes) for [2–4] years.
- Audit Rights. Stokes may audit reasonable records or inspect inventory (with notice) to verify compliance.
Compliance with Laws
- You will comply with all federal, state, and local laws for nicotine products, including age-verification, labeling/warnings, tax/licensing, flavor restrictions, and shipping limits.
- In California, ensure Prop 65 warnings are displayed where required.
Warranties; Disclaimers; Limitation of Liability
- Limited Warranty. We warrant Products will materially conform to their specifications at shipment.
- Disclaimer. EXCEPT AS EXPRESSLY STATED, PRODUCTS AND MATERIALS ARE PROVIDED “AS IS”. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
- Limitation. TO THE MAXIMUM EXTENT PERMITTED BY LAW, STOKES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; LOST PROFITS; OR LOSS OF GOODWILL. OUR TOTAL LIABILITY FOR ANY CLAIM WILL NOT EXCEED THE AMOUNT YOU PAID FOR THE PRODUCTS GIVING RISE TO THE CLAIM IN THE 12 MONTHS PRIOR.
Indemnification
You agree to defend, indemnify, and hold Stokes, its officers, employees, and agents harmless from claims, liabilities, and expenses (including reasonable attorneys’ fees) arising out of your (i) breach of these Terms, (ii) non-compliance with law, (iii) misuse or alteration of Products, (iv) unauthorized marketing claims, or (v) resale to minors or restricted destinations.
Term; Suspension; Termination
We may suspend or terminate your wholesale status immediately for non-payment, policy violations, diversion risk, or reputational harm. Upon termination, you must cease using Brand Assets and stop representing yourself as an authorized retailer. We may refuse or cancel outstanding orders.
Confidentiality
Wholesale pricing, discount structures, MAP schedules, and non-public information are confidential. Do not disclose them to third parties.
Force Majeure
We are not liable for delays or failures caused by events beyond reasonable control (e.g., supply constraints, carrier issues, regulatory actions, natural disasters).
Disputes; Governing Law; Venue
These Terms are governed by the laws of South Carolina (without regard to conflicts principles). The exclusive venue for disputes is in the state or federal courts located in [Charleston County], South Carolina, unless otherwise agreed in writing. Each party waives any objection to venue and personal jurisdiction.
Notices
Entire Agreement; Updates
These Terms, together with any order confirmations, MAP policy, and referenced policies (e.g., State Shipping Restrictions, California Proposition 65 Notice), constitute the entire agreement. We may update these Terms by posting a revised version with a new “Last Updated” date. Your continued orders constitute acceptance.