1. Company Information

These Terms & Conditions ("Agreement") govern the wholesale business relationship between Vapsolo Wholesale ("Company," "we," "us," "our") and registered business customers ("Customer," "you," "your"). This Agreement establishes the legal framework for our B2B wholesale services, product distribution, and ongoing business partnership.

2. Acceptance of Terms

2.1 Legal Agreement

By registering an account, accessing our wholesale platform, placing orders, or using any of our services, you acknowledge that you have read, understood, and agree to be legally bound by these Terms & Conditions in their entirety.

2.2 Authority to Accept

You represent and warrant that you have the legal authority to bind your business entity to this Agreement. If you are acting on behalf of an organization, you confirm that you are authorized to accept these terms on behalf of that entity.

2.3 Updates and Modifications

2.4 Additional Agreements

These Terms may be supplemented by additional contracts, purchase agreements, or specific terms for particular products or services as mutually agreed upon in writing.

3. Business Eligibility

3.1 B2B Only Services

3.2 Required Qualifications

To qualify for wholesale services, your business must meet the following criteria:

• Valid business registration in your country of operation
• Current tobacco/vaping product retail license
• Tax identification number (VAT registration for EU entities)
• Physical retail location or authorized online presence
• Compliance with local age verification requirements
• No history of regulatory violations in tobacco/vaping sectors

3.3 Prohibited Customers

We reserve the right to refuse service to:

• Businesses without proper licensing
• Entities with regulatory compliance violations
• Organizations targeting underage consumers
• Businesses in prohibited jurisdictions

4. Account Registration

4.1 Registration Process

Account registration requires submission of comprehensive business documentation for verification purposes. All information provided must be accurate, complete, and current.

4.2 Required Documentation

4.3 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Notify us immediately of any unauthorized access or security breaches.

4.4 Account Approval

Account approval is at our discretion and typically takes 2-5 business days. We reserve the right to request additional documentation or decline applications that do not meet our requirements.

5. Ordering & Payment

5.1 Order Placement

Orders must be placed through our authorized wholesale platform. All orders are subject to product availability and credit approval. We reserve the right to limit quantities or refuse orders.

5.2 Minimum Order Requirements

5.3 Pricing and Currency

All prices are quoted in Euros (EUR) and are exclusive of applicable taxes, customs duties, and shipping costs. Prices are subject to change without notice, but confirmed orders will honor the price at the time of order placement.

5.4 Payment Terms

Payment options include:

• Credit/Debit Card (immediate processing)
• Bank Transfer (2-3 business days clearing)
• PayPal Business (selected regions)

5.5 Credit Terms

6. Shipping & Delivery

Our shipping services, delivery estimates, and applicable terms are governed by our Shipping Policy. Please review it carefully for information about regions served, delivery times, and risk of loss.

7. Returns & Refunds

All returns and refunds are governed by our dedicated Returns & Refund Policy. By placing an order, you agree to comply with the terms outlined in our separate policy, which details your rights, eligibility, and refund procedures in full.

8. Product Compliance

8.1 TPD Compliance

All products comply with EU Tobacco Products Directive (TPD) requirements, including notification procedures, maximum nicotine strengths, and packaging standards.

8.2 Product Documentation

8.3 Regional Restrictions

Some products may have specific regional restrictions or requirements. Customers are responsible for ensuring compliance with local regulations in their jurisdiction.

8.4 Product Updates

9. Age Verification

9.1 Customer Responsibility

Customers must implement and maintain effective age verification systems to prevent sales to minors. This includes both physical retail locations and online platforms.

9.2 Required Measures

• Staff training on age verification procedures
• Valid ID checking for customers appearing under 25
• Clear age restriction signage at point of sale
• Online age verification systems for e-commerce

9.3 Compliance Monitoring

10. Intellectual Property

10.1 Trademark Rights

All product names, logos, trademarks, and branding materials remain the exclusive property of their respective owners. Customers receive limited rights for authorized resale only.

10.2 Marketing Materials

We provide approved marketing materials for customer use. Modification of branded materials without written consent is prohibited.

10.3 Copyright Protection

All website content, product descriptions, images, and documentation are protected by copyright and may not be reproduced without permission.

10.4 Brand Protection

11. Liability & Warranties

11.1 Product Warranties

Products are covered by manufacturer warranties against defects. We provide warranty coordination but are not the warrantor for third-party manufactured products.

11.2 Limitation of Liability

11.3 Customer Indemnification

Customers agree to indemnify and hold harmless Vapsolo Wholesale from claims arising from:

• Improper product handling or storage
• Non-compliance with applicable regulations
• Unauthorized product modifications
• Sales to prohibited persons or entities

11.4 Insurance Requirements

Customers are strongly recommended to maintain appropriate business insurance, including product liability coverage, to protect against potential claims.

12. Termination

12.1 Termination Rights

Either party may terminate this Agreement with 30 days written notice. We may terminate immediately for material breach, non-payment, or regulatory non-compliance.

12.2 Effect of Termination

Upon termination:

• Outstanding orders may be canceled or fulfilled at our discretion
• Payment obligations remain in effect
• Return of confidential information required
• Survival of applicable warranty and indemnification clauses

12.3 Post-Termination Sales

13. Governing Law

13.1 Applicable Law

This Agreement is governed by the laws of the European Union and the jurisdiction where our primary business operations are located, without regard to conflict of law principles.

13.2 Dispute Resolution

Disputes will first be addressed through good faith negotiations. If resolution cannot be reached, disputes will be resolved through binding arbitration under applicable commercial arbitration rules.

13.3 Jurisdiction

Any legal proceedings must be brought in the courts of competent jurisdiction in our primary business location, and both parties consent to such jurisdiction.

13.4 Severability

If any provision of this Agreement is found unenforceable, the remainder shall remain in full force and effect.