Terms and Conditions

JUUL Labs Switzerland GmbH Standard Terms and Conditions of Sale for Reseller Customers

Effective Date: [month] [day] 2019

IMPORTANT: Please read the following terms before placing your Order.

1. Terms of Sale. These Standard Terms and Conditions of Sale (“Terms”) apply to all purchase orders accepted by JUUL Labs Switzerland GmbH. (“JUUL,” “we,” or “us”) from reseller customers (“Customer” or “you”) for JUUL products (the “Products”). We will handle your information consistent with JUUL’s Privacy Policy, which is incorporated into these Terms by reference. In these Terms "Order” means Customer's expressed desire, whether oral or written, to procure Products from JUUL.

2. Orders. 2.1 All Orders are subject to written acceptance by JUUL. By placing an order you accept these Terms. The Terms contain the sole terms and conditions that will govern the Order. The Order, our written acceptance, if any, and these Terms shall be the complete and final agreement (the “Agreement”) between us and you with respect to the purchase and sale of Products identified in the Order, to the exclusion of any other terms and conditions that you may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. We will not be deemed to have waived these Terms and Conditions if we fail to object to provisions contained in your communications. The Agreement forms a contract between you and JUUL. You may make a purchase only if you can form a binding contract with JUUL, and only in compliance with these Terms and all applicable laws, rules, and regulations. Any purchase by anyone under 18 is strictly prohibited and in violation of these Terms. Products are not available for purchase for resale purposes by any Customers to whom JUUL has previously refused sales.

2.2 No amendment to these Terms shall have any effect unless approved in writing by a director or other authorized employee of JUUL.

3. Refusal of Sales. We reserve the right to refuse any Order for any reason that we deem necessary, or for no reason. Orders confirmed by us cannot be cancelled except with our written consent.

4. Purchase Prices/Taxes/Payment. 4.1 Unless otherwise agreed to in writing and signed by us, the prices and charges for Products (“Purchase Prices”) will be as stated in the applicable Product price schedule at the time your Order for Products is placed. Purchase Prices include delivery in Switzerland to your specified premises unless otherwise stated. Purchase Prices do not include any VAT or taxes which JUUL is obliged to charge on sales however designated (but may reflect a delivery fee if applicable). Customer shall be responsible for providing JUUL with any applicable resale certificates and other licenses (i.e., tobacco resale forms) in a form requested by JUUL. Prior to the receipt of your Order, JUUL shall have the right, in its sole discretion, to change Product warranties, payment terms, and prices at any time, with no prior notice.

4.2 All prices and payments are in Swiss Francs (CHF) unless otherwise agreed.

4.3 Unless otherwise agreed to in writing and signed by JUUL, payment is due on receipt of JUUL's invoice. Customer's obligation to make full and timely payment of amounts due under the Agreement shall be without rights of abatement, counterclaim, deduction or set-off.

4.4 Whenever reasonable grounds for insecurity arise with respect to due payment by Customer, JUUL may demand different terms of payment from those specified in the Agreement and may demand assurance of Customer’s due payment. Any such demand may be oral or written and JUUL may, upon the making of such demand, suspend shipments. If, within the period stated in such demand, Customer fails or refuses to agree to such different terms of payment or fails or refuses to give adequate assurance of due payment, JUUL may, at its option, treat such failure or refusal as a repudiation of the portion of the Agreement which has not been fully performed, or JUUL may make shipment under reservation of title and may demand payment in advance of delivery or against tender of documents of title. 4.5 JUUL retains all rights at law pertaining to the collection of unpaid amounts owed by Customer under the Agreement, and Customer will reimburse JUUL for all costs associated with such collection activities, including reasonable legal and professional fees, and JUUL reserves the right to charge interest on late payments at the rate of eight 8 percent per annum over the base rate of the Swiss National Bank prevailing from day to day from the due date for payment until the day payment is received by JUUL. Such interest shall run from day to day and shall accrue after as well as before enforcement proceedings are initiated or legal action is brought and shall be compounded monthly on the amount overdue until payment thereof.

4.6 Time of payment by Customer shall be of the essence.

5. Orders and Acceptance. 5.1 Customer Orders are subject to the terms of JUUL’s published Ordering Guides for Products and applicable JUUL product “JUUL Reseller Policy” as JUUL may revise those Ordering Guides or Policies from time to time, and Customer agrees to comply with and adhere to JUUL's requirements and procedures in such Ordering Guides or Policies in the then-current version when placing Orders. Notwithstanding anything to the contrary herein, no Order shall be binding upon JUUL until a confirmation document has been issued by JUUL.

5.2 Without liability to Customer, JUUL may terminate any Agreement, contract or Order or related Orders with immediate effect in the event that Customer breaches the Agreement (including, but not limited to, any failure to pay any debt due and payable to JUUL) and fails to remedy any such breach within ten (10) days of JUUL’s transmission to Customer of written notification describing the breach or becomes or enters into any composition or arrangement (including a voluntary arrangement) with its creditors or, being a body corporate, has passed a resolution for voluntary winding up except where solely for the purpose of reconstruction or if a petition has been presented for an order for its winding up or for a receiver (including an administrative receiver) or for an administrator to be appointed or if any such order or appointment is made or if, being an individual or partnership, Customer suspends payment of his or their debts in whole or in part or if an application has been made for an interim order or a petition has been presented for a bankruptcy order or if any such order is made or if Customer, whether or not a body corporate, shall carry out or be subject to any analogous act or proceedings under any law.

6. Shipping. JUUL shall endeavor to ship accepted Orders within a reasonable time. However, shipping or delivery dates set forth in any JUUL Order acknowledgment or other documents shall be deemed to be estimates only. In no event shall JUUL have any liability to Customer for any damages or losses because of any delays in shipment or delivery, or any error in the filling of Orders. In the event any delivery is refused by Customer, the Order will be deemed canceled and Customer shall be liable to JUUL for return freight plus a 10% repackaging/restocking charge, and JUUL may charge Customer for such amount.

7. Inspection and Acceptance. Customer shall have three (3) business days from the time Customer receives the Products to inspect them for damage, incorrectness, or incompleteness. Failure of Customer to reject the Products as non-conforming to the applicable purchase Order in writing to JUUL within such time period constitutes acceptance of the Products. In the event of a rejection, Customer shall notify JUUL by such method as is provided on the packing slip as soon as practicable, but in no case later than the previously mentioned three (3) business days. JUUL shall be notified of any later detected hidden damages immediately but not later than three (3) business days after detection. Customer and JUUL will use good faith efforts to determine the origin of damage and, if attributable to JUUL, select one of the following options: (i) have the damaged Products replaced at JUUL’s expense or (ii) have the damaged Products returned to JUUL at JUUL’s expense, with JUUL to promptly credit the Products’ price to Customer’s account against future purchases. JUUL does not repair damaged devices nor does JUUL provide spare parts for repair. Customer’s right to claim reduction of the Purchase Price is explicitly excluded. Except as expressly set forth in this paragraph, Products ordered by Customer are not cancellable, returnable or refundable unless otherwise agreed to in writing by the parties.

8. Title and risk. 8.1 Until JUUL has been paid in full (in cash or cleared funds) for the Products and until all other monies due or which become due from Customer to JUUL on any account whatsoever have been paid in full (in cash or cleared funds), the following provisions shall apply: 8.2 Legal and beneficial ownership of such JUUL Products shall remain with JUUL; 8.3 Customer shall have a right to possession (but not ownership) of such Products and shall ensure that the Products shall be clearly marked and identifiable as being JUUL's property; and 8.4 JUUL is herewith authorised to register such reservation of ownership with any competent authority and the Customer shall provide all necessary assistance required therefore, including any consents. 8.5 Upon delivery to Customer, risk of loss to the Products shall pass to Customer.

9. Warranty. 9.1 Any warranty beyond what is explicitly stated in this Condition 9 as well as any legal warranty are, to the fullest extent permitted by law, excluded from the Agreement. 9.2 JUUL warrants to Customer that the Products will, at the time of delivery, conform in all material respects to the written description for the Products agreed to by the parties and included in the Agreement, and are free from defects in material and workmanship subject to the limitations set out in the limited warranty JUUL provides to end-user consumers as is specified in the Product documentation. 9.3 Except such as is expressly set out in Condition 9.2 and the limited warranty JUUL provides to end-user consumers, JUUL makes no warranty that the Products will be of satisfactory quality or fit for any particular purpose and no other warranty expressed or implied.

10. Reports. Customer agrees to furnish sales reports reasonably requested by JUUL (with the exception of the end-user consumers’ prices and rebates), including, but not limited to, reports of sales volume, daily sales, forecasts, business plans, suspicious activity or fraud alerts and inventory by product type.

11. End User Consumers. In the event that Customer receives any warranty claims, complaints or other inquiries from end-user consumers, Customer shall promptly forward or direct such claims, complaints or inquiries to JUUL or refer its customer to JUUL’s standard terms and conditions. JUUL will handle returns from end-user consumers, including any refunds, only if the returned Products are accompanied by sufficient information relating to the alleged defects. Customer shall not provide any warranty service or support to End User Consumers without the prior written approval of JUUL. Customer shall not make any representations to end-user consumers about any limited warranties provided by JUUL.

12. Limitations on Sale. You shall not knowingly purchase or sell any counterfeit JUUL Products; engage in any sales practices, trade activities or advertising that would violate the law (including sale to minors or underage individuals or sale without valid and robust age verification as stated in the Reseller Policy (“Security Measures for Age Verification and Fraud Protection”), if applicable, or as separately attached hereto); violate the guidances of the competent regulating bodies; or be injurious to the reputation or goodwill of JUUL.

13. Use of JUUL Brand of Products. By placing an order with JUUL, Customer acknowledges that JUUL developed the JUUL Brand of Products and other similarly branded versions of vaporizers to be used by end-user consumers that are adult smokers in accordance with applicable law. JUUL requires resellers to adopt the age regulation recognized as the industry standard of age 18 and compliance procedure when selling JUUL products as set forth in the Reseller Policy (“Security Measures for Age Verification and Fraud Protection”), if applicable, or as attached hereto. JUUL works to monitor age compliance with its resellers.

14. No Reverse Engineering. Customer expressly agrees that it is prohibited from the following: reproducing, copying, modifying, adapting, translating, reverse engineering, and/or creating derivative works of, in whole or in part, the Products.

15. Intellectual Property Rights. Customer acknowledges and agrees that all intellectual property rights (whether registered (or registerable) or not) in and relating to the Products, including without limitation all trademarks and copyrights on the Products (“Marks”) are, and shall remain, vested solely in JUUL and its parent or other group companies. Customer is hereby granted a limited, revocable, non-exclusive, non-transferable privilege of using the Marks only in connection with Customer’s sales and promotion of the Products. All use of the Marks by Customer shall be in strict conformance with JUUL’s brand and trademark usage guidelines in effect from time to time and available from JUUL. In any instance in which Customer utilizes any Marks in advertising or other promotional materials, such materials shall indicate prominently that the Marks are owned by JUUL and its parent or other group companies, respectively, and must be pre-cleared for use by JUUL. JUUL shall have the continuing right upon request to review all uses of any of the Marks as well as the right to inspect any materials, properties, products or documentation connected with Customer’s use of the Marks. Customer agrees to forego any objectionable use of the Marks upon written notification to Customer from JUUL.

16. Compliance with Law; Indemnification. 16.1 You agree that your use, marketing and sale of any Products will comply at all times with all applicable laws and regulations, in all relevant jurisdictions worldwide, including without limitation laws and regulations related to product use, resale, and marketing, advertising, and/or other forms of promotion. 16.2 You agree to indemnify, defend, and hold harmless JUUL and its parents, subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, liabilities, damages, losses, obligations, costs or debt, expenses (including reasonable attorney’s fees), regulatory penalties and enforcement actions arising out of or in connection with: (i) your use of and access to any Products or services, including any data or content transmitted or received by you; (ii) your violation of any term of these Terms, including without limitation your breach of any of the obligations, representations, and/or warranties herein or your obligations under Condition 15; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any information that is submitted by you or on your behalf hereunder, including without limitation misleading, false, or inaccurate information; or (vi) your wilful misconduct.

17. Limitation of Liability. 17.1 Nothing in the Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or (b) unlawful intent or gross negligence; or (c) any matter in respect of which it would be unlawful for a party to exclude or restrict liability. 17.2 Subject to Condition 17.1, JUUL shall under no circumstances whatever be liable to Customer, whether in contract, tort or otherwise, for: (a) any loss of profit, revenue, or anticipated savings; or (b) loss of sales; or (c) loss of goodwill; or (d) any loss that is an indirect or secondary consequence of any act or omission of JUUL. 17.3 Subject to Condition 17.1, in no event will JUUL's total cumulative liability, if any, in connection with sale of the Products or otherwise arising under these Terms, from all causes of action of any kind, including tort, contract and breach of warranty, exceed the invoice price of the Products claimed to be defective. Customer will pay all costs, including reasonable attorney fees and costs and court costs, incurred in any collection proceeding that was initiated as a result of Customer's default on a payment to JUUL, or in connection with the enforcement of any other term of these Terms whether or not any action is brought.

18. Governing Law and Jurisdiction. The Agreement and, to the extent permitted by law, any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with substantive Swiss law to the exclusion of conflict of law provisions and the United Convention on the International Sale of Goods (CISG). Any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims) shall be subject to the exclusive jurisdiction of the competent courts of Zug, Switzerland, and the parties hereby irrevocably submit to the exclusive jurisdiction of the competent courts of Zug, Switzerland, for these purposes.

19. Entire Agreement. The Agreement shall constitute the entire agreement between the parties and shall supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether oral or written, with respect to its subject matter. Each party confirms that it has not relied upon, and shall have no remedy in respect of, any agreement, warranty, statement, representation, understanding or undertaking made by any party unless that warranty, statement representation, understanding or undertaking is expressly set out in the Agreement. No terms set forth in any Customer documentation shall be of any force or effect, and all such terms are hereby rejected, unless accepted in writing by JUUL.

20. Changes. JUUL may update these Terms from time to time. We will provide you written notice of any proposed change which will apply to all subsequent Orders. If you do not wish to accept any proposed change, please notify JUUL immediately and stop purchasing Products. If you do not notify us of your rejection after receiving notice of a proposed change or if you continue purchasing Products, you will be deemed to have accepted it.

21. Waiver. The rights and remedies provided by any Agreement may be waived only in writing and specifically, and any failure to exercise or delay in exercising a right or remedy by JUUL shall not constitute a waiver of that right or remedy or of any other rights or remedies. No provision of the Terms and no breach of any provision of the Terms will be deemed waived by reason of any previous waiver or breach of such provision.