Wholesalers
E-Smoke Ditributors Terms of Trade
The terms of trade set out below govern all of the supplies of Products from E-Smoke Ditributors Ltd (“E-Smoke Ditributors”, “we”, “us”) to the dealer
(“you”). They will replace all earlier E-Smoke Ditributors terms of trade and any conditions contained in any document used by you and
purporting to have contractual effect. Your ordering of any Products from E-Smoke Ditributors indicates your acceptance of these terms of
trade.
1. General
1.1) In these conditions, “Supplier” means E-Smoke Ditributors suppliers; “Products” means goods or services of any kind which are supplied by
E-Smoke Ditributors to you primarily for resupply by you; “Website” means any internet website owned and operated by E-Smoke Ditributors.
1.2) Where you purchase any Products presented on the Website or otherwise use the Website, the Website trading terms shall
apply. In the event of any conflict between these terms of trade and the Website trading terms, these terms of trade shall
prevail. Where you acquire goods or services supplied by other parties through the Website or through links on the Website,
you do so on the condition that E-Smoke Ditributors is not liable to you in any way for those goods or services.
2. Price and Orders
2.1) Prices may be altered without notice.
2.2) We will accept orders from you by phone, email, or via our website(s).
2.3) E-Smoke Ditributors reserves the right to refuse to accept any order or any part of an order, and to deliver goods by instalments, in
which case each instalment will comprise a separate contract and shall be paid for as if it were a separate order.
3. Payment
3.1) Unless we have agreed to extend credit to you, you must pay in cash or by credit card before supply.
3.2) Where we have agreed in writing to extend credit to you, you must pay in full within 7 days of supply, or (only if we have
agreed in writing) by the 20th of the month following the emailing of an invoice. Your payment is made only when funds have
fully cleared through the banking system into our bank account.
3.3) We have sole discretion to determine the amount of credit we will extend to you at any time.
3.4) You agree to pay for the Products in full without deduction or setoff and to pay goods and services tax and any other
government duties, levies or taxes in respect of the Products.
3.5) If payment is not made in full by the due date, we are entitled to charge you interest on the unpaid overdue balance at
the rate of 2% per month, compounding monthly on the unpaid balance owing on the first day of each month until payment in
full is received by us, and we may charge you costs (including collection costs and legal costs on a solicitor-client basis) and
suspend delivery of further Products or performance of further services until the account is paid.
3.6) If payment is not made in full by the due date for software licences and services we may suspend access to updates,
support and other ongoing services relating to the unpaid invoice(s), and advise the relevant end-users of the reason for such
suspension.
3.7) Notwithstanding clauses 3.2 and 3.3 above, all payments shall immediately become due to us if we reasonably believe
that the information which you have given us in your application for credit is incorrect or no longer correct and you have failed
to give us correct information satisfactory to us within 5 days of our request, if you sell or otherwise dispose of any goods
which have not been paid for without our consent, if you become insolvent, commit any act of bankruptcy, if a receiver,
liquidator or statutory manager is appointed over any of your assets or undertaking, if you make or attempt to make an
arrangement or composition with creditors, or if you fail to comply with any of the provisions of clause 6.
4. Property
4.1) Property and ownership in Products, whether in their original form or incorporated in or attached to
another product will not pass to you but will remain with us until we receive payment in full of the purchase price of the
Products and all other amounts that you owe to us for any reason.
5. Returns
5.1) You acknowledge and agree that returns shall only be accepted by us in accordance with our returns policy as notified to
you from time to time, and that you may receive a credit for goods returned only if we have consented in writing. Unless
otherwise stated you must let us know within 7 days of an invoice date that you wish to return any Products.
6. Warranties
6.1) Goods are subject to the manufacturers’ warranties only. We will pass on the benefit of those warranties to you, without
being directly liable to you under any warranty.
7. Obligations to suppliers
7.1) We may impose certain conditions on you from time to time where our suppliers require us to do so.
8. Limitation of liability
8.1) The provisions of the Consumer Guarantees Act shall not apply to any supply of Products to you, and the conditions,
warranties and guarantees set out in the Sale of Goods Act 1908 or implied by common law will not apply and are excluded
from these terms of trade.
8.2) E-Smoke Ditributors maximum liability to you shall be limited to the value of any faulty Products or services supplied, and E-Smoke Ditributors
and its employees, contractors and agents, any manufacturers of the Products or any of their materials or components and
any suppliers of services, will not be liable to you for loss or damage of any kind however that loss or
damage is caused or arises. This exclusion of liability includes, but is not limited to, costs (including costs of returning
Products to E-Smoke Ditributors or to any manufacturer or licensor), consequential loss, loss of profits and damage caused by or arising
from delays in manufacturing or delivery, faulty or delayed installation, unreasonable use, negligence (including a failure to do
something which should have been done or to prevent something from happening), faulty specifications and design, and faulty
materials, components, manufacture, compilation, or assembly of the Products.
8.3) We will not be liable to you for any losses caused by events beyond our reasonable control. We will not be required to
settle a strike or lockout or other industrial disturbance against our wishes in order to benefit from this clause.
9. Your further obligations
9.1) The Reseller acknowledges that the supply of Products under these terms and conditions is a supply for business purposes
in terms of the New Zealand Consumer Guarantees Act 1993 ("Act") and accordingly, the provisions of the Act do not apply to
the supply by E-Smoke Ditributors to you.
10. Intellectual property and Confidentiality
10.1) All intellectual property shall remain the property of E-Smoke Ditributors or any Supplier entitled to it, and neither E-Smoke Ditributors nor its
Suppliers transfer any right, title or interest in the intellectual property to you.
10.2) You must not use any trade marks which are the property of E-Smoke Ditributors or its Suppliers, or any similar words or marks, or
any combination of words which includes any of those trade marks or any similar words or marks, except to the extent
authorised by E-Smoke Ditributors in writing.
10.3) You agree to dispatch the Products only under the trade marks under which they are supplied by E-Smoke Ditributors, and under no
circumstances shall you apply any of the trade marks to any product which is not a genuine branded product supplied to you
by E-Smoke Ditributors.
10.4) You must not cause or permit anything which may interfere with, damage or endanger the trade marks or other
intellectual property rights of E-Smoke Ditributors or its Suppliers, or assist or allow others to do so.
10.5) You must advise E-Smoke Ditributors immediately when you become aware of any unauthorised use or attempted use by any person
of the trade marks or other intellectual property rights of E-Smoke Ditributors or its Suppliers.
10.6) You may not register a business name incorporating the words "Easypuff", "Green Smoke", "Smoke Greener" or "E-Smoke Ditributors".
10.7) If your account with E-Smoke Ditributors is terminated, you must immediately discontinue use of any of the trade marks which are
the property of E-Smoke Ditributors in any sign, or advertising and thereafter you shall not use those trade marks directly or indirectly in
connection with your business.
10.8) You agree to ensure that all Confidential Information given by E-Smoke Ditributors to you is made available to your employees only
on the basis that those employees at all times maintain strict confidentiality.
10.9) This clause 11 shall survive the termination of the Agreement.
11. General
11.1) E-Smoke Ditributors reserves the right to change these terms of trade from time to time.
11.2) If E-Smoke Ditributors fails to enforce any terms or to exercise its rights under these terms of trade at any time, E-Smoke Ditributors has not
waived those rights.
11.3) If any provision of these terms of trade is held to be invalid or unenforceable for any reason, the remaining provisions
shall remain in full force and effect and the parties shall adjust their respective rights and obligations in accordance with the
spirit and intent of the parties as shown by these terms of trade.
11.4) This agreement is governed by the laws of New Zealand and any dispute under it shall be subject to the exclusive
jurisdiction of the Courts of New Zealand.