TERMS OF SERVICE — WHOLESALE / B2B

Effective and last updated: August 4, 2026

IMPORTANT: THESE TERMS ARE A BINDING COMMERCIAL CONTRACT. THEY INCLUDE MANDATORY INDIVIDUAL ARBITRATION, CLASS-ACTION AND JURY-TRIAL WAIVERS, WARRANTY DISCLAIMERS, A LIMITATION OF LIABILITY, INDEMNIFICATION OBLIGATIONS, AND A ONE-YEAR CLAIM PERIOD.

1. PARTIES AND B2B SCOPE

These Terms govern every wholesale account, application, quote, order, sale, shipment, and use of HempWholesaler.com. The seller is Electronic Cigarettes, INC. d/b/a HempWholesaler.com (“Seller”), located at 1 Alberigi Drive, Suite 112, Jessup, Pennsylvania 18434. “Buyer” means the business or organization creating an account, requesting a quote, or placing an order.

Seller is a business-to-business wholesaler. Buyer represents that each purchase is for lawful commercial or resale purposes and not personal, family, or household use.

2. ASSENT, AUTHORITY, AND INCORPORATED POLICIES

Buyer accepts these Terms by affirmatively checking an acceptance box, creating or using a wholesale account, submitting an application, accepting a quote or invoice, placing or paying for an order, or accepting goods. The individual acting for Buyer represents that the individual is authorized to bind Buyer. Electronic acceptance and records have the same effect as signed paper records.

The Shipping Policy and Refund Policy posted on this site are incorporated into these Terms. A separately negotiated agreement signed by an authorized officer of Seller controls over any conflict. The version in effect when Seller accepts an order governs that order.

3. ELIGIBILITY AND DOCUMENTATION

Buyer must provide accurate current business information and maintain every license, registration, permit, tax document, resale or exemption certificate, age-control process, and other authorization required for Buyer’s business and destination. Seller may request records, verify information, suspend an account, hold an order, or reject or cancel an order. Account or order approval is not legal advice or a finding that Buyer or any product is lawful in a jurisdiction.

Buyer is responsible for its credentials and all account activity and must promptly report suspected unauthorized access.

4. NO DESTINATION-LEGALITY WARRANTY OR GUARANTEE

SELLER DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT ANY PRODUCT IS LAWFUL, REGISTRABLE, MARKETABLE, TRANSPORTABLE, IMPORTABLE, POSSESSABLE, OR RESALABLE UNDER ANY FEDERAL, STATE, TRIBAL, TERRITORIAL, OR LOCAL LAW AT THE TIME OF ORDER, SHIPMENT, TRANSIT, DELIVERY, POSSESSION, OR RESALE.

Buyer is solely responsible, before ordering and continuously thereafter, for determining the law applicable to the exact product, formulation, lot, concentration, serving size, package, label, intended use, sales channel, customer, and destination. Buyer must obtain its own qualified legal and regulatory advice and confirm all licensing, testing, labeling, tax, age-gating, marketing, and resale requirements. Laws and enforcement practices may change without notice.

Seller’s acceptance, screening, processing, cancellation, packing, shipment, delivery, account approval, availability control, or decision not to block a destination is not legal advice, governmental approval, a compliance determination, or a representation that a product may lawfully enter, be delivered to, received, possessed, marketed, or sold at destination. Seller’s restrictions are commercial risk controls, are not exhaustive, and do not shift Buyer’s responsibility. Seller may refuse or cancel a transaction without assuming a duty to screen every jurisdiction.

Product descriptions, labels, certificates of analysis, manufacturer materials, research guides, and customer-service communications are informational and product-specific. They are not legal opinions and do not create a destination-legality warranty. Buyer must review current lot-specific documentation and independently verify applicable requirements.

5. ORDERS AND REJECTION OF BUYER TERMS

An order is Buyer’s offer. Seller may accept, reject, allocate, hold, or cancel it in whole or part. An automated acknowledgment is not acceptance. Seller accepts only by express acceptance, a final reviewed invoice, or tender of goods to the carrier.

SELLER’S ACCEPTANCE IS EXPRESSLY CONDITIONED ON BUYER’S ASSENT EXCLUSIVELY TO THESE TERMS. Seller rejects every additional or different term in a purchase order, portal, confirmation, email, or other Buyer document. Shipment, performance, silence, course of dealing, course of performance, and trade usage are not assent to Buyer’s terms. Buyer documents may supply only accepted operational details such as SKU, quantity, destination, and requested date.

Seller may correct clerical, pricing, inventory, or description errors before tender. Buyer must promptly review confirmations and report any error before shipment.

6. PRICES, PAYMENT, TAXES, AND COLLECTION

Prices, promotions, freight terms, and availability may change until acceptance. Buyer must pay all amounts when due in U.S. funds without setoff, deduction, withholding, or counterclaim. Buyer is responsible for sales, use, excise, import, customs, and similar taxes and charges, except taxes on Seller’s net income.

Past-due amounts accrue interest at 1.5% per month or the maximum lawful rate, whichever is lower. Buyer must reimburse reasonable collection costs, including attorneys’ fees. A chargeback or reversal without a good-faith contractual and card-network basis is a material breach. Seller may suspend performance, revoke credit, accelerate unpaid amounts, or require cleared funds.

Buyer grants Seller a purchase-money security interest in unpaid goods and identifiable proceeds and authorizes commercially reasonable financing statements. Buyer will execute documents reasonably requested to perfect that interest.

7. PENNSYLVANIA COMMERCIAL SITUS; FULFILLMENT; TITLE AND RISK

Seller is a Pennsylvania limited liability company with its principal place of business and primary warehouse at 1 Alberigi Drive, Suite 112, Jessup, Pennsylvania 18434. Each order is reviewed and accepted in Jessup, and each contract is formed in Pennsylvania. Stocked orders ordinarily are picked, packed, and shipped from Jessup. Seller may use approved manufacturers, service providers, and fulfillment facilities for select items. A different shipping origin does not change the contracting Seller, place of contract formation, governing law, forum, or Buyer’s destination-law responsibility.

Unless Seller signs a different delivery term, each sale is a shipment contract, F.O.B. the applicable shipping origin. Title and risk of loss pass to Buyer when the goods are duly tendered to the carrier at that origin, subject to Seller’s security interest.

Processing, pickup, and transit dates are estimates. Seller is not liable for carrier delay, weather, labor disruption, customs action, address error, theft after delivery, or an event outside Seller’s reasonable control. Buyer must provide a complete delivery address and secure recipient.

Buyer bears the risk of regulatory detention, refusal, seizure, confiscation, destruction, or return after carrier tender, including action at destination. Those events do not entitle Buyer to a refund, credit, replacement, or chargeback. For international shipments, Buyer is the importer of record unless Seller expressly agrees otherwise in a signed writing, and Buyer is responsible for brokers, permits, declarations, duties, taxes, and customs clearance.

8. INSPECTION, CLAIMS, RETURNS, AND EXCLUSIVE REMEDY

Buyer must inspect immediately. Buyer must give complete written notice of visible shortage, wrong item, damage, or other apparent nonconformity within 72 hours after the carrier’s delivery timestamp. A latent defect not reasonably discoverable on inspection must be reported within 10 business days after discovery and no later than 30 calendar days after delivery. Notice must identify the order, SKU, lot if available, quantity, specific issue, and include clear photographs of the product, seals, shipping carton, label, and packing material. Buyer must preserve the goods and packaging and permit inspection.

Failure to provide complete timely notice is acceptance and waiver of the claim to the fullest extent permitted by law. No return may be sent without written return authorization. Unauthorized, opened, used, altered, relabeled, improperly stored, or unsaleable returns may be refused or discarded without credit.

All sales are final except for a timely validated claim involving goods materially defective when tendered, materially different from the accepted order, or short-shipped. No return is allowed for unsold inventory, customer preference, market or legal change, regulatory action, detention, seizure, refusal, address error, customs issue, or Buyer’s inability to resell.

BUYER’S SOLE AND EXCLUSIVE REMEDY, AND SELLER’S ENTIRE OBLIGATION, IS, AT SELLER’S OPTION, REPLACEMENT OF THE AFFECTED GOODS, STORE CREDIT, OR REFUND OF THE PURCHASE PRICE ACTUALLY PAID FOR THE AFFECTED GOODS. Seller may require return or documented destruction first.

9. BUYER’S COMPLIANCE AND RESALE DUTIES

Buyer controls and is solely responsible for downstream storage, transport, labeling, advertising, claims, age verification, sales channels, customer qualification, reporting, taxes, and resale. Buyer will not make prohibited disease, treatment, prevention, intoxication, or other claims; alter or obscure lot, warning, ingredient, or traceability information; or sell after expiration, recall, stop-sale notice, or material damage.

Buyer must maintain lot/SKU, receipt, quantity, destination, customer, complaint, and adverse-event records for at least five years, or longer if law requires. Buyer must promptly comply with a lawful recall, stop-sale, market withdrawal, or regulatory request and Seller’s reasonable related instructions.

10. PRODUCT INFORMATION, STORAGE, AND THIRD PARTIES

Images, packaging, specifications, ingredients, and test results may differ by lot or manufacturer. Buyer must rely on the label and documentation supplied with the actual lot and request clarification before resale if information appears inconsistent. Buyer is responsible for appropriate storage, temperature control, handling, and inventory rotation after risk passes.

Third-party names and marks belong to their owners. Seller does not control third-party sites, manufacturers, carriers, laboratories, or their independent acts, omissions, or statements.

11. RECALLS, ADVERSE EVENTS, AND REGULATORY CONTACT

Buyer must notify Seller immediately, and no later than 24 hours after awareness, of a serious adverse event, governmental inquiry, inspection, stop-sale, seizure, threatened or actual recall, or material safety complaint involving goods bought from Seller. Buyer must stop sale and quarantine affected goods when reasonably directed, preserve evidence and records, trace affected inventory and recipients, and cooperate with investigation or recall. Buyer may not speak for Seller or make a public or regulatory statement on Seller’s behalf without written approval unless law requires it.

Costs of a recall, withdrawal, corrective notice, investigation, or response are allocated according to cause. Buyer is responsible to the extent caused by Buyer’s breach, storage, transport, relabeling, repackaging, marketing, resale, combination, customer selection, or failure to comply with law or these Terms.

12. LIMITED EXPRESS WARRANTY; DISCLAIMER

Seller warrants only that, at carrier tender, goods will materially conform to Seller’s accepted order and any express written product specification Seller issued for the applicable lot. This limited warranty is subject to Section 8.

EXCEPT FOR THAT LIMITED EXPRESS WARRANTY, THE GOODS, WEBSITE, CONTENT, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, TRADE USAGE, NON-INFRINGEMENT, PRODUCT MARKETABILITY, REGULATORY STATUS, OR LEGALITY AT DESTINATION.

No oral statement, customer-service response, product page, guide, certificate, or manufacturer statement expands Seller’s warranty. Buyer selected the goods based on its own business judgment and compliance review.

13. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOST PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR OPPORTUNITY; RECALL OR REGULATORY COSTS; CUSTOMER CLAIMS; SEIZURE; OR SUBSTITUTE PROCUREMENT, UNDER ANY THEORY, EVEN IF ADVISED OF THE POSSIBILITY.

SELLER’S AGGREGATE LIABILITY ARISING FROM AN ORDER, PRODUCT, EVENT, OR RELATED SERIES OF EVENTS WILL NOT EXCEED THE PURCHASE PRICE ACTUALLY PAID TO SELLER FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM.

These allocations are material to wholesale pricing and apply even if a limited remedy fails of its essential purpose. They do not exclude fraud, willful misconduct, or liability that cannot lawfully be excluded and do not limit Buyer’s payment, indemnity, or confidentiality obligations.

14. BUYER INDEMNIFICATION

Buyer will defend, indemnify, and hold harmless Seller and its owners, managers, employees, agents, successors, and assigns from third-party claims, customer claims, governmental actions, investigations, losses, judgments, recalls, seizures, penalties to the extent legally indemnifiable, costs, and reasonable attorneys’ fees arising from: (a) Buyer’s breach; (b) destination, possession, marketing, or resale illegality; (c) licensing, tax, or age-verification failure; (d) Buyer’s storage, handling, transport, repackaging, relabeling, alteration, combination, advertising, health claims, or onward distribution; or (e) Buyer’s negligence or willful misconduct, except to the extent caused by an indemnified party’s negligence, gross negligence, willful misconduct, or material breach.

Seller will give reasonably prompt notice. Buyer may control the defense with counsel reasonably acceptable to Seller, but may not admit fault by Seller, impose an obligation on Seller, settle a regulatory matter for Seller, or agree to nonmonetary relief without Seller’s written consent. Seller may participate with its own counsel. Late notice reduces the obligation only to the extent of material prejudice.

15. INSURANCE

Buyer will maintain insurance appropriate to its products, jurisdictions, and operations, including commercial general and product-liability coverage of at least $1,000,000 per occurrence and $2,000,000 aggregate, or more if law requires. On request, Buyer will provide certificates and name Seller as an additional insured on a primary and noncontributory basis where commercially available.

16. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

Nonpublic pricing, account terms, product plans, and business information disclosed by Seller are confidential and may be used only for the parties’ relationship. Buyer may not copy, scrape, reverse engineer, republish, or use Seller’s site content, photographs, data, or marks except with written permission or as law permits. A goods sale grants no intellectual-property license.

17. FORCE MAJEURE

Seller is not liable for delay or nonperformance caused by events beyond its reasonable control, including carrier or supplier failure, labor disruption, fire, flood, severe weather, epidemic, war, terrorism, cyberattack, outage, shortage, governmental action, legal change, embargo, seizure, or transportation disruption. Seller may allocate inventory, extend time, or cancel affected quantities without liability and refund only amounts paid for goods Seller cancels before tender.

18. DISPUTE RESOLUTION; INDIVIDUAL ARBITRATION; CLASS AND JURY WAIVERS

Before filing a claim, a party must send written notice describing the dispute and relief requested and allow 30 days for good-faith informal resolution. Notice to Seller must be sent to the Section 25 address and info@hempwholesaler.com.

MANDATORY INDIVIDUAL ARBITRATION. Except for temporary injunctive relief to protect confidential information or intellectual property, enforcement of a security interest, or collection of an undisputed past-due amount, every dispute or claim arising from the website, goods, an account, quote, order, shipment, these Terms, or the relationship will be resolved by final binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules by one arbitrator. The Federal Arbitration Act governs. The seat and exclusive place is Lackawanna County, Pennsylvania; a hearing may be remote if directed. Pennsylvania substantive law applies. Except questions whether an agreement to arbitrate was formed, the arbitrator has exclusive authority to decide scope, applicability, enforceability, and arbitrability. The arbitrator must issue a reasoned written award. Judgment may be entered in any court with jurisdiction.

INDIVIDUAL PROCEEDINGS ONLY. EACH PARTY WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF ONLY TO THE INDIVIDUAL PARTY SEEKING IT AND MAY NOT COMBINE CLAIMS WITHOUT ALL PARTIES’ WRITTEN CONSENT. If this waiver is finally held unenforceable as to a claim, that claim will proceed only in the courts specified below and will be stayed pending arbitration of arbitrable claims.

JURY WAIVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY COURT PROCEEDING NOT REQUIRED TO BE ARBITRATED OR IF THIS SECTION IS UNENFORCEABLE.

Arbitration filings, evidence, and awards are confidential except as needed to enforce an award, comply with law, or protect a legal right. The prevailing party is entitled to reasonable attorneys’ fees and costs to the extent permitted by law.

19. ONE-YEAR CLAIM PERIOD

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CLAIM BY BUYER MUST BE COMMENCED WITHIN ONE YEAR AFTER ACCRUAL OR IT IS PERMANENTLY BARRED.

20. PENNSYLVANIA LAW AND EXCLUSIVE COURT VENUE

Pennsylvania law governs without conflicts rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. A court proceeding permitted by Section 18 must be brought exclusively in a state court of competent jurisdiction in Lackawanna County, Pennsylvania, or the United States District Court for the Middle District of Pennsylvania. Each party irrevocably consents and waives objections based on venue or forum non conveniens.

21. ASSIGNMENT; SERVICE PROVIDERS; NO THIRD-PARTY BENEFICIARIES

Buyer may not assign an account, order, or these Terms without Seller’s written consent. Seller may assign to an affiliate, successor, asset purchaser, or financing source. Seller may use carriers and service providers without changing these allocations. No person other than the parties and persons expressly protected in Sections 13 and 14 has rights under these Terms.

22. ORDER OF PRECEDENCE AND ENTIRE AGREEMENT

The order of precedence is: (1) a separately negotiated agreement signed by an authorized Seller officer; (2) Seller’s accepted quote or confirmation only for product, quantity, price, and expressly stated transaction-specific terms; (3) these Terms; (4) the Shipping and Refund Policies; and (5) Buyer documents solely for accepted operational details. These materials are the entire agreement on their subject.

23. SEVERABILITY, WAIVER, AND SURVIVAL

An unenforceable provision will be enforced to the maximum lawful extent or severed without affecting the remainder, subject to the special class-waiver rule. A waiver must be signed in writing and does not waive a later breach. Payment, security, inspection, remedies, disclaimers, liability limits, indemnity, confidentiality, dispute resolution, governing law, and provisions that by nature should survive will survive.

24. CHANGES AND ELECTRONIC COMMUNICATIONS

Seller may revise these Terms prospectively by posting an updated effective date. A revision governs only accounts or orders affirmatively accepted after it becomes effective and does not retroactively change an accepted order unless both parties agree in writing. Buyer consents to electronic communications and must maintain a current email address.

25. CONTACT

Electronic Cigarettes, INC. d/b/a HempWholesaler.com
1 Alberigi Drive, Suite 112
Jessup, PA 18434
Email: info@hempwholesaler.com