Terms of service
TERMS OF TRADE & WEBSITE TERMS OF SERVICE
Primed Vape Distro Ltd
Effective Date: 25 February 2026
1. APPLICATION & ACCEPTANCE
1.1 Application
These Terms apply to:
(a) all access to and use of the Supplier’s website; and
(b) all supply of goods by Primed Vape Distro Ltd (“Supplier”) to any approved trade customer (“Customer”).
1.2 Acceptance
By accessing the website, registering an account, or placing an order, the Customer confirms that:
(a) it acquires goods in trade and not as a consumer;
(b) it is validly registered and authorised to purchase regulated products;
(c) it is acting through an authorised representative; and
(d) these Terms apply to the exclusion of all other terms, including any terms proposed by the Customer.
1.3 Priority of Trade Terms
Where the Customer holds an approved wholesale account, the supply provisions of these Terms prevail over any inconsistent website terms.
1.4 Electronic Acceptance
Acceptance of these Terms may be effected electronically, including during account registration or checkout, and is binding.
2. TRADE-ONLY SUPPLY & TERRITORIAL RESTRICTIONS
2.1 Trade Supply Only
Goods are supplied strictly for resale in the ordinary course of the Customer’s business within New Zealand.
2.2 Prohibited Conduct
The Customer must not, without the Supplier’s prior written consent:
(a) export, re-export, or distribute goods outside New Zealand;
(b) supply goods to unauthorised distributors or resellers;
(c) engage in parallel importing or grey-market distribution;
(d) alter, repackage, relabel, or modify goods;
(e) sell any products that are prohibited or not lawfully notified under applicable legislation.
2.3 Orders
All orders are subject to acceptance by the Supplier, which may refuse, cancel, or limit any order at its sole discretion without liability.
3. REGULATORY COMPLIANCE
3.1 Customer Warranties
The Customer warrants on an ongoing basis that it:
(a) complies with all applicable laws, including the Smokefree Environments and Regulated Products Act 1990 and associated regulations;
(b) holds all required licences, registrations, and approvals;
(c) does not sell regulated products to persons under 18 years of age;
(d) maintains legally compliant age-verification systems;
(e) complies with all retail classification requirements;
(f) complies with all advertising, promotion, display, and product restrictions; and
(g) maintains accurate compliance records for at least two (2) years.
3.2 Audit Rights
The Supplier may request evidence of compliance at any time. The Customer must provide such information within five (5) working days.
3.3 Breach Consequences
Failure to comply with this clause constitutes a material breach entitling the Supplier to suspend or terminate supply immediately.
4. WEBSITE USE
4.1 Permitted Use
The Customer must not:
(a) use the website for unlawful purposes;
(b) interfere with or disrupt the website;
(c) introduce malicious code;
(d) copy, reproduce, or exploit website content without consent.
4.2 Availability
The website is provided on an “as is” and “as available” basis. The Supplier does not guarantee uninterrupted access.
4.3 Third-Party Platforms
The website may be hosted or supported by third parties, including Shopify Inc.. The Supplier is not liable for third-party outages or failures.
5. PRODUCTS
5.1 Information
Product descriptions, specifications, pricing, and availability are subject to change without notice.
5.2 Availability & Supply
The Supplier may:
(a) limit quantities;
(b) correct pricing errors;
(c) discontinue products;
(d) cancel accepted orders prior to dispatch.
6. DELIVERY, RISK & TITLE
6.1 Delivery
Delivery dates are estimates only and are not binding.
6.2 Risk
Risk in the goods passes to the Customer upon dispatch from the Supplier’s premises or collection by the Customer or its carrier.
6.3 Title
Ownership of goods does not pass until full payment is received in cleared funds.
7. PRICING, PAYMENT & CREDIT
7.1 Prices
All prices are exclusive of GST unless stated otherwise.
7.2 Prepayment Default
Unless credit has been approved in writing, all orders must be paid in full prior to dispatch.
7.3 Interest
Interest accrues on overdue amounts at 12% per annum, calculated daily and compounding monthly.
7.4 Recovery Costs
The Customer must pay all costs incurred in recovering overdue amounts, including legal costs on a solicitor-client basis.
7.5 Acceleration
All amounts become immediately due if the Customer defaults, becomes insolvent, or breaches these Terms.
CREDIT TERMS
7.6 Discretionary Credit
The Supplier may, in its sole discretion, consider granting credit after the Customer has completed at least five (5) prepaid orders. No entitlement to credit arises.
7.7 Credit Approval
Credit is subject to:
(a) application and assessment;
(b) satisfactory creditworthiness; and
(c) provision of security, including a personal guarantee.
7.8 Payment Terms
Approved credit accounts must pay all invoices issued within a calendar month in full on or before the 20th day of the following month.
7.9 Credit Limit
The Supplier may set and vary a credit limit at any time. Orders exceeding the limit may be declined.
7.10 Suspension
Supply may be suspended immediately if any amount is overdue.
7.11 Withdrawal
Credit may be withdrawn at any time. All outstanding amounts become immediately due upon withdrawal.
7.12 No Set-Off
All payments must be made without deduction or set-off.
8. PPSA & SECURITY INTEREST
8.1 Security Interest
The Customer grants the Supplier a security interest in all goods supplied and their proceeds under the Personal Property Securities Act 1999.
8.2 Registration
The Supplier may register a financing statement.
8.3 Customer Obligations
The Customer must:
(a) provide all information required for registration;
(b) not change its name or structure without notice;
(c) not grant conflicting security interests.
8.4 Enforcement
The Supplier may enforce its rights under the PPSA.
9. CONTRACTING OUT
9.1 Trade Supply
The parties agree that goods are supplied and acquired in trade.
9.2 Exclusion
To the fullest extent permitted by law, the parties contract out of the Consumer Guarantees Act 1993.
9.3 Fair Trading Act
Nothing in these Terms limits rights under the Fair Trading Act 1986.
10. LIABILITY
10.1 Limitation
To the maximum extent permitted by law:
(a) the Supplier is not liable for indirect or consequential loss;
(b) total liability is limited to the value of the relevant invoice.
10.2 Exclusions
The Supplier is not liable for regulatory breaches caused by the Customer.
11. INDEMNITY
The Customer indemnifies the Supplier against all loss, liability, cost, or expense arising from:
(a) breach of these Terms;
(b) breach of law;
(c) resale, marketing, or use of goods.
12. PERSONAL GUARANTEE
The Supplier may require directors or shareholders to provide a continuing personal guarantee as a condition of credit.
13. TERMINATION
The Supplier may immediately suspend or terminate supply if:
(a) the Customer breaches these Terms;
(b) the Customer breaches any law;
(c) the Customer loses required authorisations; or
(d) continued supply poses risk.
14. RECALLS
If goods are subject to recall or withdrawal, the Customer must immediately:
(a) cease supply;
(b) isolate stock;
(c) comply with all Supplier directions;
(d) provide distribution records.
15. GENERAL
15.1 Severability
Invalid provisions do not affect the remainder.
15.2 Entire Agreement
These Terms constitute the entire agreement.
15.3 Amendments
The Supplier may amend these Terms at any time. Continued use constitutes acceptance.
15.4 Governing Law
These Terms are governed by New Zealand law and subject to the exclusive jurisdiction of New Zealand courts.
16. CONTACT
Email: wholesale@primedvape.co.nz