This Authorised Reseller Policy (“Reseller Policy”) contains the terms and conditions applicable to all customers that purchase electronic cigarette products and accessories sold by Juul Labs UK Ltd. (the “Juul Labs”) for resale. Please read it carefully because it impacts your relationship with the Company.

All Resellers must comply with the applicable terms of this Reseller Policy. Failure to comply with all the applicable terms of this Reseller Policy may result in escalation of penalties up to and including suspension or termination of your business relationship with Juul Labs. This Reseller Policy is subject to change by Juul Labs at its sole discretion.

1. Definitions

Capitalised terms shall have the meaning described herein. The following definitions shall apply in this Reseller Policy:

“Authorised Distributor” shall be defined as any Reseller that has entered into a written contract with Juul Labs to buy Products directly from Juul Labs for resale of Products to Authorised Retailers.

“Products” shall mean electronic cigarette products and accessories sold by Juul Labs, including JUUL2 Devices and JUUL2 pod packs.

“Reseller” shall mean any Authorised Distributor or Authorised Retailer that purchases Products for resale. A Reseller may be both an Authorised Distributor and an Authorised Retailer if it meets the definition of both.

“Authorised Retailer” shall be defined as any Reseller that sells Products directly to end user consumers, and has either entered into a written contract with Juul Labs permitting such resale or has communicated in writing its agreement to abide by the terms of this Reseller Policy.

2. Reseller’s Obligations 

1. Compliance with all applicable laws: The Reseller shall comply with all applicable laws, statutes, regulations and codes from time to time in force in respect of the sale of the Products, including (without limitation) (a) the Tobacco Products Directive 2014/14/EU as enacted into English law by the Tobacco and Related Products Regulations 2016 (the “TPD“); (b) the Privacy and Electronic Communications (EC Directive) Regulations 2003, the General Data Protection Regulation (“GDPR“), and the Data Protection Act 2018 (together the “Data Protection Laws“); and (c) applicable consumer protection and competition laws, (as the same may be updated, amended and modified from time to time).  Juul Labs may monitor the Reseller’s compliance with this obligation.
2. Purchase Of Products: The Reseller shall only purchase the Products from (a) Juul Labs; or (b) Authorised Distributors.
3. Sale of Products: The Reseller shall: 
   • comply with the Juul Labs Retailer Requirements Relating to Age Verification (“Age Verification Policy”) at all times, which is available at https://www.juullabsretailer.co.uk/retailer-requirements-relating-to-age-verification/; 
   • rotate the Products on a “first in, first out” basis and store/display them in a cool, dry place; 
   • permit the Juul Labs’ authorised representatives to have access to the Reseller’s premises to inspect and (if necessary) rotate the Products and ensure that the Products have not been modified or tampered with;
   • only use official Juul Labs produced and supplied promotional materials and display units to communicate visually to end user consumers about the Products.
4. Restrictions on sale of Products: The Reseller shall not: 
   • sell Products to retailers, whether in person or online, that are not Authorised Retailers nor to distributors or wholesalers that are not Authorised Distributors;  
   • sell the Products to any person under the age of 18 years (any such sales would be in violation of the TPD and constitute a criminal activity);
   • alter, modify or otherwise tamper with any of the Products;
   • without the prior written approval of Juul Labs, re-SKU or bundle the Products or make available, or otherwise use or exploit, any Product for any contests, sweepstakes and/or giveaways (or similar events);
   • promote or display non-Juul Labs products together with the Products in a manner that could reasonably create the impression that the non-Juul Labs products are made by, endorsed by or associated with Juul Labs; 
   • sell, supply or otherwise make available for use with the Products any third party products without prior written authorisation from Juul Labs, for example USB chargers for use with Juul Labs devices that are not the official Juul Labs USB charger, or pods for use with the Juul Labs devices that are not the official JUUL2 pods;
   • sell the Products to third parties, including distributors, retailers, and end user consumers, based outside of the European Economic Area, Switzerland, and/or the United Kingdom (the “Territory“) including by offering Products on any e-commerce enabled website to any third party based outside of the Territory; 
   • sell the Products (a) on third party marketplace websites (such as Amazon, eBay, Etsy) that do not implement robust age verification policies that comply with the requirements in the Age Verification Policy; (b) to unauthorised B2B accounts; and/or (c) to freight forwarders for other retailers; 
   • sell the Products from a physical retail location outside the UK (the “Assigned Territory“);
   • sell the Products outside the Assigned Territory but within the Territory, including for the avoidance of doubt Switzerland, whether by way of e-commerce enabled website or otherwise, without complying with the requirements of clause 2.4.12;
   • remove the Products from their packaging and resale of them, or any part of them, in different packaging unless undertaken in strict compliance with all applicable laws and specifically agreed in advance and in writing by an authorised representative of Juul Labs and provided that (a) the repackaging is necessary in order to sell the Products outside of the Assigned Territory; (b) the repackaging does not affect the original condition of the Products inside the packaging; (c) the new packaging clearly states who repackaged the Products and clearly sets out the Juul Labs trademark as on the original packaging; (d) the presentation of the repackaged Products is not liable to damage the reputation of Juul Labs; and (e) the Reseller gives notice to Juul Labs before a repackaged Product is put on sale, and on demand will supply Juul Labs with a specimen of the repackaged Product.  Reselling the Products under a different name is strictly prohibited and never permissible     . 
   • make any representations or give any warranties or guarantees in respect of the Products unless these have been expressly agreed to in advance and in writing by Juul Labs;
5. Maximum sales price: The Reseller is free to determine its sales prices for the Products provided that it does not sell the Products at a price in excess of the applicable maximum retail prices for the Products as agreed with Juul Labs or advised from time to time by the Reseller’s Authorised Distributor.
6. Inspections: The Retailer’s Authorised Distributor, Juul Labs and/or their respective authorised representatives may undertake inspections and spot checks of the Authorised Retailer’s stores to verify compliance with this policy and with the Age Verification Policy, including by conducting mystery shop checks.  The Retailer shall not prevent any such activities.
7. Customer returns: The Authorised Retailers shall cover the customers’ costs of return of the Products save where there is a fault or defect within the relevant guarantee period in which case Juul Labs shall reimburse reasonable return postage costs in accordance with Juul Labs’ Returns Policy (a copy of which is available upon request).
8. Product complaints: The Reseller shall collect, document and forward to Juul Labs or its Authorised Distributor all Product complaints that it receives, except that the Reseller shall contact its Juul Labs contact immediately if it receives any complaints of injury or harm relating to the Product.

3. Online Sales Terms 

1. Due to the nature of the Products and the requirement for them to be sold in compliance with the TPD and the Age Verification Policy, Resellers may not make online sales of the Products without prior written authorisation from Juul Labs.
2. A Reseller shall be granted authorisation to sell the Products online provided that the Reseller, and its website for sale of the Products, are operating in compliance with this Reseller Policy, including the Age Verification Policy, and the following Online Sales Terms: 

• • No sales to unauthorised retailers, distributors or wholesalers, or third party websites: The Reseller shall not make any online sales of Products: (a) to any retailers who are not Authorised Retailers; (b) to any distributors or wholesalers who are not Authorised Distributors; (c) via any third party websites or platforms that do not implement robust age verification policies that comply with the age verification requirements in the Age Verification Policy; (d) via direct messages or similar channels on forums or social media.
  • Product Claims: The Reseller shall not make any claims, statements, representations, or warranties regarding the risk, safety, or health effects of the Products unless such claims have been expressly authorised in advance and in writing by Juul Labs. Any unauthorised statements or representations relating to the risk, safety profile or health effects of the Products are strictly prohibited.
  • Online payment system: The Reseller shall have in place a secure payment system for online sales and an online after-sales help desk for the Products. 
  • Security measures and fraud protection: The Reseller’s website shall have industry-standard online security and fraud protection measures in place, including customer fraud resolution procedures for online sales and Territory shipping restrictions (i.e. applicable laws, rules, regulations, and policies related to advertising, sale, and marketing of the Products).
  • No customer confusion: The Reseller shall not promote, display or demonstrate on its website non-Juul Labs products together with Products in a manner that could reasonably create the impression that any non-Juul Labs products are made by, endorsed by and/or associated with Juul Labs.
  • Personal limit: Authorised Retailers’ online Product sales shall be limited to quantities appropriate for an individual’s consumption, and shall implement controls to detect and prevent bulk purchases. 
  • Pricing:  The Reseller shall clearly display the Product prices on the website, including VAT and delivery charges.
•  Audit of compliance with online sales terms: Juul Labs may review the Reseller’s compliance with these Online Sales Terms. Without limitation to its other rights and remedies, Juul Labs shall be entitled to revoke its authorisation to the Reseller to sell the Products online, and the Reseller shall with immediate effect cease online sales of the Products, if Juul Labs determines that the Reseller is in breach of any term of the Online Sales Terms and fails to remedy the breach within seven (7) days of written request to do so from Juul Labs.  In particular, Juul Labs will monitor compliance with the Age Verification Policy. 

4. Juul Labs Intellectual Property

1. Juul Labs retains ownership of its trade marks, copyright, patents and other intellectual property rights (the “JUUL IPRs“). The Reseller has no right to use any JUUL IPRs other than as expressly permitted to do so in writing from Juul Labs.
2. The Retailer shall comply with Juul Labs’ guidelines and policies on use of the JUUL IPRs as accessible on Juul Labs’ website at https://www.juul.co.uk/tm-guide, as the same may be updated, amended and/or replaced from time to time by Juul Labs (the “TM Guidelines“) and refer to the Products at all times by their given brand names, for example the pods are to be referred to as the “JUUL2 pods”
3. The Reseller shall not list, offer for sale or sell any product that infringes, or is likely to infringe, any intellectual property rights of Juul Labs. The Reseller agrees to remove immediately any online product listing on its website that Juul Labs identifies, or which the Reseller reasonably suspects, infringes or is likely to infringe any intellectual property rights of Juul Labs, including but not limited to counterfeit products.
4. The Retailer shall strictly follow any other written instructions from time to time received from Juul Labs in relation to its use of the JUUL IPRs.
5. Resellers are prohibited from setting up businesses, registering domain names, and/or adopting social media usernames that contain any JUUL IPRs, or that create the impression that the Reseller is directly affiliated with Juul Labs.