1.1 Buyer shall place purchase order (“Order”) to purchase products from ZOVOO (Shenzhen) Technology Co., Ltd. (“Seller”) through email, Whatsapp or other means acceptable to the Seller.
1.2 The Buyer's Order should be made in writing. Seller can confirm the Order by issuing a corresponding Proforma Invoice which specify the purchased products, quantities, prices and other necessary information.
1.3 The Buyer can confirm the Proforma Invoice by email, Whatsapp or other means in writing. As long as the Buyer makes advance payment in accordance with the Proforma Invoice, the Order is deemed to be accepted and a contract is formed between the Buyer and the Seller. Such contract can not be revoked by the Buyer and the Seller shall arrange the production of the purchased products accordingly.
2.1 All delivery dates on the Order quoted are estimates only unless otherwise agreed in writing.
2.2 Seller will use reasonable endeavors to deliver the Products by the agreed date but time of delivery shall not be the essence of contract nor shall Seller be liable for damages, whether indirect, incidental, special or consequential for loss of profit or use or howsoever, for failure to deliver or any delay in delivery arising from any cause whatsoever beyond the control of Seller. Buyer shall not be relieved of any obligation to accept or pay for the Products by reason of any delay in delivery or dispatch.
2.3 Seller reserves the right to delivery by installment and each installment shall be deemed to be sold under a separate contract. Failure of Seller to deliver an installment shall not entitle Buyer to rescind or repudiate the balance of any contract.
2.4 The Products shall be at Buyer’s risk from the time of delivery to Buyer. Until Buyer has fully fulfilled payment obligations, the Products remain the property of Seller regardless of where they are stored.
2.5 The responsibility for the delivery of the goods shall be confirmed in accordance with the trade terms on the order.
2.6 The Buyer shall purchase corresponding insurance for the safety of the goods during transportation at his own expense.
3.1 Unless otherwise agreed in writing by both parties, Buyer shall pay the Seller in full for the goods in accordance with the payment terms agreed in the Order before the shipment of the products.
3.2 Buyer shall indemnify Seller for any costs and expenses including collection fees and legal fees (including reasonable attorney fees) for which Seller may become liable or incur in the collection of overdue payment.
The risk and the title of the products is transferred to the Buyer after the products are delivered to the Buyer and the Buyer has fully paid the amount for the products.
5.1 The Buyer shall use the trademark of the Seller in accordance with the requirements of the Seller.
5.2 The Buyer shall not register a trademark or domain name that is the same as or similar to Party A's trademark or product name in its Designated distribution territory or conduct other acts that may infringe on the trademark of the Seller.
5.3 The Buyer shall not sell products or components purchased from third party which bear trademarks or trade dress that is same or similar with the Sellers’s trademark or trade dress without the Seller’s authorization.
5.4 The Buyer agrees not to sell other companies’ vaporizer coils, vaporizer or other components that can be compatible with any Seller’s product.
In no event shall Seller be liable for any special, punitive, incidental or consequential damages including, but not limited to loss of profit, loss of sales, loss of opportunity, loss of use or capital or loss of production or any other damages of any kind resulting from or in any way related to breach of warranty even if Seller has been advised of the possibility of such damages. Seller’s total liability under the Order shall not exceed the total amount it received for the products sold to the Buyer.
7.1 Buyer shall not export or re-export any of Seller's and/or its affiliates' technical data or Products to any country, party or entity to which export or re-export is forbidden by the European Union and/or the United States of America.
7.2 Buyer represents and warrants that it shall comply with all applicable laws and regulations including but not limited to relevant European Union and U.S.A. Laws and Regulations on export, the UK Anti-Bribery Act, the Foreign Corrupt Practices Act of the United States of America and the OECD Convention on Combating Bribery of Foreign Public Officials.
7.3 Buyer shall comply with all applicable federal, state, and local laws, regulations, license and permit requirements, guidances for industry, enforcement policies, and policy statements applicable to the marketing, distribution, and sale of the Seller’s Products, including, to the extent applicable, the nicotine warning requirements for advertisements set forth in 21 C.F.R.§ 1143.3(b).
8.1 Buyer shall not, directly or indirectly, knowingly advertise, promote, market, or offer for sale any Seller’s Products to any person that is younger than 21 years of age or such greater age as may be mandated by federal, state, or local law as the minimum age for sale of electronic nicotine delivery system products (hereinafter, “youth”), or in a way that is targeted to, or likely to promote use of ENDS products in general by, youth.
8.2 Sales to Youth Prohibited; Age Verification Required; Straw-Man Sales Prohibited. Buyer shall not, directly or indirectly, sell or distribute any Seller Products to any person that is younger than 21 years of age or such greater age as may be mandated by federal, state, or local law as the minimum age for sale of electronic nicotine delivery system products.
8.3 For all in-person sales of Seller’s Products to individual consumers, Buyer shall place all Seller’s Products behind a counter and/or in a locked display, which are accessible only by an employee and shall verify that the consumer is over 21 years of age (or such greater age as may be mandated by federal, state or local law as the minimum age for sale of electronic nicotine delivery system products) using a government-issued ID prior to completing the sale. For all online sales of the Seller’s Products to individual consumers, Distributor shall engage a reputable, independent third-party age and identity verification service that compares customer information against reliable data, such as public records, to verify that the recipient is over 21 years of age (or such greater age as may be mandated by federal, state or local law as the minimum age for sale of electronic nicotine delivery system products). To limit the possibility of “straw-man” sales, Distributor shall limit the number of Seller’s Products that may be sold to an individual consumer to no more than three (3) Seller devices per transaction.
9.1 Therapeutic Claims Prohibited. Buyer shall not, directly or indirectly, make or endorse any statement that may reasonably be implied to constitute a “therapeutic” or “smoking cessation” claim with respect to the Seller Products or electronic nicotine delivery systems and accessories in general. This prohibition includes, but is not limited to, publishing customer testimonials or forum-type postings that contain such statements. By way of illustration, and not by way of limitation, examples of such statements include statements that Seller Products have helped an individual “quit” smoking traditional cigarettes, have helped reduce nicotine cravings or withdrawal symptoms, or have proven a successful alternative to approved smoking cessation drugs or approved nicotine replacement therapies. Buyer shall adhere to all of Seller’s distributor and retailer policies concerning therapeutic claims as such may be published or amended in writing from time to time.
9.2 Modified Risk Claims Prohibited. Buyer shall not, directly or indirectly, make or endorse any “modified risk” claims regarding the Seller Products, including any claims that (i) the Seller Products present a lower risk of tobacco-related disease or are less harmful than one or more other commercially marketed tobacco products, including combustible cigarettes; (ii) the Seller Products or their aerosol contain a reduced level of a substance or present a reduced exposure to a substance; (iii) the Seller Products or their aerosol do not contain or are free of a substance; and (iv) use descriptors such as “light,” “mild,” or “low” in conjunction with the Seller Products. Buyer shall adhere to all of Seller’s distributor and retailer policies concerning modified risk claims as such may be published or amended in writing from time to time.
This contract shall be governed by the laws of the People’s Republic of China without regard to its conflict of laws principles. The United Nations Convention on International Sales of Goods shall not apply to this contract. Any dispute arising out of the performance of this contract shall be resolved by arbitration under Shenzhen Court of International Arbitration in accordance with its arbitration rule then in effect.
Last modified: 22 November, 2021
