Terms and Conditions of Sale

These Terms and Conditions of Sale (“Terms”) govern all transactions between Fastex Distribution (“Fastex,” “we,” “us,” or “our”) and any business purchaser (“Buyer” or “you”). By placing an order, accepting a quote, or receiving a delivery from Fastex, Buyer agrees to be bound by these Terms in their entirety. These Terms apply exclusively to business-to-business (B2B) transactions.

These Terms supersede any prior oral agreements, purchase orders, or representations. Any modification must be agreed in writing and signed by an authorized representative of Fastex.

1.  Buyer Eligibility & Account Requirements

All purchases from Fastex are restricted to verified business entities. By placing an order, Buyer represents and warrants that:

• Buyer is a duly organized and validly existing business entity;
• Buyer holds a valid business license, which is required as a condition of purchase, in its state of operation;
• Buyers purchasing in Arizona must provide a valid Transaction Privilege Tax (TPT) license;
• Buyers purchasing in New Mexico must provide a valid Non-Taxable Transaction Certificate (NTTC) prior to any purchase;
• Buyer is not purchasing products for personal, household, or consumer use;
• Buyer, and its principals, have not been debarred, suspended, or prohibited from engaging in commerce by any governmental authority.

Fastex reserves the right to verify eligibility documentation at any time and to refuse or cancel any order where eligibility cannot be confirmed. Failure to provide required documentation shifts all applicable tax liability to Buyer.

Customer Account Application & KYC Requirement:  Prior to placing any first order, Buyer must complete and submit Fastex’s Customer Account Application Form together with all required KYC documentation, including but not limited to: a valid business license, applicable state tax certificates (TPT for Arizona, NTTC for New Mexico), and government-issued identification of the authorized buyer or principal. No order will be processed until Fastex has reviewed and approved the Buyer’s application and documentation. Fastex reserves the right to request updated or additional documentation at any time during the engagement, and to suspend or refuse service pending receipt of satisfactory documentation.

Confidentiality of KYC Documents:  All documentation and information provided by Buyer to Fastex in connection with the Customer Account Application or KYC process, including but not limited to business licenses, tax certificates, government-issued identification, and any other supporting documents, shall be kept strictly confidential by Fastex. Such documentation will be used solely for the purpose for which it was provided — namely, the verification of Buyer’s eligibility to purchase from Fastex, regulatory compliance, and the maintenance of accurate business records. Fastex will not disclose, share, sell, or use such documentation for any other purpose without Buyer’s prior written consent, except as required by applicable law or regulatory authority.

Two Forms of Identification Required:  In accordance with Arizona Corporation Commission standards, Buyer must provide two forms of valid identification for the authorized signatory or principal: (1) a primary government-issued photo ID (passport, driver’s licence, or state-issued ID); and (2) a secondary document confirming the business address (business registration certificate, utility bill, or bank statement not older than 90 days). Single-ID submissions will not be accepted as complete KYC.

Beneficial Ownership Declaration:  Buyer must declare the beneficial owner(s) of the purchasing entity — being any individual who owns or controls 25% or more of the business — including their full legal name, percentage of ownership, date of birth, and contact details. This requirement is consistent with the FinCEN Beneficial Ownership Information (BOI) framework under the Corporate Transparency Act. Fastex reserves the right to request updated beneficial ownership information at any time. Providing false or incomplete beneficial ownership information constitutes a material breach of these Terms.

Annual KYC Renewal:  All KYC documentation submitted by Buyer shall be renewed annually or upon any material change in the Buyer’s business, ownership structure, licensing status, or authorized signatories, whichever occurs first. Fastex will notify Buyer when renewal is due. Failure to provide updated documentation within thirty (30) days of such notice may result in suspension of the Buyer’s account until compliant documentation is received.

Arizona Nicotine & Vape Licensing — 2028 Requirement:  Buyer acknowledges that Arizona law will require all distributors and purchasers of alternative nicotine products (including vapes and e-cigarettes) to hold valid state licences issued by the Arizona Department of Liquor Licenses and Control, effective 2028. Buyer represents that it will obtain all required licences prior to that date and will provide updated licensing documentation to Fastex upon request. Fastex reserves the right to suspend supply of alternative nicotine products to any Buyer that has not demonstrated compliance with applicable licensing requirements as and when they take effect.

Heat-Not-Burn Products — Tobacco Classification:  Buyer acknowledges that Heat-Not-Burn products (including Heatsticks and similar devices) are classified as cigarettes under Arizona law pursuant to Arizona Luxury Tax Ruling (LTR) 20-1 and applicable Arizona Department of Revenue guidance. Full tobacco compliance obligations apply to such products, including applicable tax stamps, excise tax obligations, and all restrictions applicable to cigarettes under Arizona law. Buyer assumes sole responsibility for compliance with all such obligations in connection with its purchase and resale of Heat-Not-Burn products.

2.  Age-Restricted & Regulated Products

This section applies to all orders involving vapes, e-cigarettes, glass pipes, bongs, tobacco products, and any other age-restricted or regulated items (collectively, “Restricted Products”).

By ordering Restricted Products, Buyer represents, warrants, and covenants that:

• Buyer holds all required federal, state, and local licenses and permits to purchase, possess, store, and resell Restricted Products in each jurisdiction where Buyer operates;
• Buyer will not sell or transfer Restricted Products to any individual under the age of 21, in strict compliance with applicable federal and state law;
• Buyer maintains and enforces an age verification policy that meets or exceeds all applicable legal requirements;
• Buyer will comply with all applicable labeling, health warning, and disclosure requirements for Restricted Products;
• Buyer will not resell Restricted Products in any jurisdiction where Buyer does not hold required regulatory approvals;
• Buyer is solely responsible for compliance with all applicable state excise tax obligations related to Restricted Products.

Fastex makes no representations regarding the regulatory status of Restricted Products in Buyer’s jurisdiction. Buyer assumes full responsibility for compliance. Buyer shall indemnify, defend, and hold harmless Fastex from any claim, penalty, fine, regulatory action, or liability arising from Buyer’s non-compliance with this Section.

3.  Orders, Pricing & Acceptance

All orders are subject to acceptance by Fastex. Fastex reserves the right to accept, reject, or modify any order at its sole discretion. An order is not binding until confirmed in writing by Fastex.

Prices are as quoted or invoiced and are subject to change without notice prior to order confirmation. Fastex is not bound by pricing errors. Any pricing guidelines provided to Buyer are suggested retail or resale prices only and do not constitute price-fixing, resale price maintenance, or any restriction on Buyer’s independent pricing decisions.

Where applicable, Fastex may offer tiered pricing, volume discounts, or consignment arrangements. Such arrangements must be confirmed in writing and are subject to separate terms agreed by the parties.

Buyer is responsible for ensuring orders are accurate and complete. Fastex is not liable for errors in orders submitted by Buyer.

4.  Payment Terms

4.1 Standard Payment Terms

Unless otherwise agreed in writing, payment is due upon receipt of invoice (“Due Upon Receipt”). Fastex accepts the following payment methods:

• Cash
• Business check or cashier’s check
• ACH / Electronic bank transfer
• Wire transfer
• Credit card (subject to a 3% processing surcharge, disclosed at checkout and on invoice)

Post-dated checks are accepted only with prior written authorization from Fastex. Acceptance of a post-dated check does not extend the invoice due date unless Fastex expressly agrees otherwise in writing.

4.2  Extended Credit Terms

Credit terms beyond Due Upon Receipt may be granted solely at Fastex’s discretion and must be approved in advance by written authorization signed by an authorized Fastex representative, using Fastex’s Credit Authorization Form. Verbal agreements regarding payment extensions are not binding. Fastex reserves the right to revoke credit terms at any time upon written notice. Extended credit terms do not waive Fastex’s right to recover late payment fees under Section 4.3 if payment is not received by the agreed extended date.

4.3 Late Payment

Amounts not paid by the due date are subject to a late fee of 1.5% per month (18% per annum) on the outstanding balance, or the maximum rate permitted by applicable law, whichever is lower. Fastex reserves the right to suspend or cancel pending orders and withhold future deliveries to any Buyer with an outstanding overdue balance.

4.4  Disputed Invoices

Buyer must notify Fastex in writing of any invoice dispute within seven (7) days of the invoice date. Undisputed portions of any invoice remain due and payable by the original due date. Failure to dispute an invoice within the stated period constitutes acceptance.

4.5  Dishonored Checks & NSF

If any check or other negotiable instrument tendered by Buyer is returned unpaid for any reason, including but not limited to insufficient funds (NSF), account closed, or stop payment, the following shall apply:

• Fastex will provide written notice of dishonor to Buyer. If full payment is not received within twelve (12) days of such notice, Fastex shall be entitled to recover twice the face amount of the dishonored instrument, or $50.00, whichever is greater, plus reasonable attorney’s fees and costs, pursuant to A.R.S. § 12-671 or equivalent applicable state statute;
• A returned check fee of $50.00 per dishonored instrument will be assessed against Buyer’s account, in addition to any applicable late payment fees under Section 4.3;
• Following a dishonored check, Fastex may, at its sole discretion, require all future payments from Buyer to be made in guaranteed funds only (wire transfer, ACH, cashier’s check, or money order). Personal and business checks may be permanently declined for that Buyer’s account;
• Buyer’s issuance of a check with knowledge of insufficient funds may constitute a criminal offense under applicable state law, including A.R.S. § 13-1807 (Arizona). Fastex reserves the right to refer such matters for criminal prosecution without further notice.

4.6  Credit Card Surcharge Disclosure

In accordance with applicable law, Fastex charges a 3% surcharge on all credit card transactions. This surcharge is not greater than Fastex’s cost of acceptance. Buyers may avoid this surcharge by paying via cash, check, ACH, or wire transfer.

4.7  Card-Not-Present (CNP) Transactions

Where Buyer provides payment card details for remote or manual processing, the following conditions apply:

(a)  Written Authorization Required.  

(b)  Standing Authorization. Buyer may execute a single standing CNP Authorization Form to cover recurring or multiple transactions. Such standing authorization must identify the card on file, the maximum per-transaction amount authorized, and the billing period covered. Each transaction processed under a standing authorization must be individually itemized and confirmed in writing to Buyer at the time of processing. Fastex will provide Buyer with a transaction record for each charge. A standing authorization may be revoked by Buyer in writing at any time, effective upon Fastex’s receipt of such notice.

(c)  Consent to Remote & Manual Processing.  

(d)  Chargeback Liability.  

(e)  Surcharge Acknowledgment.  

5.  Shipping, Delivery & Title Transfer

5.1 Shipping Terms

Shipping costs are determined on a per-order basis depending on order volume, margin, and destination, and will be confirmed at the time of order. Where Fastex arranges shipping, Fastex currently uses UPS as its primary carrier. Fastex reserves the right to change carriers without notice.

5.2 Title & Risk of Loss

Unless otherwise agreed in writing, title to and risk of loss of all products shall pass to Buyer at the point of pickup by the carrier (FOB Origin). Once the carrier has taken possession of the shipment, Fastex bears no responsibility for loss, damage, delay, or non-delivery.

Buyer is encouraged to maintain adequate cargo insurance. Fastex is not responsible for arranging insurance on behalf of Buyer unless expressly agreed in writing.

5.3 Delivery Timeframes

Estimated delivery dates are provided as a courtesy only and are not guaranteed. Fastex shall not be liable for delays caused by carriers, weather, force majeure, or other circumstances beyond Fastex’s reasonable control.

5.4 Damaged or Missing Shipments

Buyer must inspect all deliveries upon receipt. Claims for damaged or missing products must be submitted to Fastex in writing within forty-eight (48) hours of delivery. Failure to notify Fastex within this period constitutes acceptance of the shipment as received.

For confirmed damaged shipments, Fastex will initiate a return to its supplier and, upon receipt of supplier credit or replacement, provide Buyer with a credit or replacement at Fastex’s discretion. Fastex’s liability for damaged shipments is limited to the invoiced value of the damaged goods.

6.  Returns, Refunds & All Sales Final Policy

All sales are final. Fastex does not accept returns for reasons of buyer’s remorse, order error, or change of business needs.

Returns are accepted exclusively in the following circumstances:

• Products confirmed as damaged upon delivery, reported within 48 hours per Section 5.4;
• Products that are materially non-conforming to the confirmed order description.

Any return must be pre-authorized in writing by Fastex prior to shipment back to Fastex. Unauthorized returns will not be accepted and may be returned to Buyer at Buyer’s expense. Approved returns must be in original, resalable condition (where applicable) and in original packaging.

Refunds, credits, or replacements for approved returns will be processed within thirty (30) days of Fastex’s receipt and inspection of the returned goods. Fastex’s sole obligation for accepted returns is a credit toward future purchases or, at Fastex’s election, a refund of the invoiced amount for the returned goods.

7.  Warranties & Product Liability

7.1 Pass-Through Warranties Only

Fastex is a distributor and does not manufacture the products it sells. Fastex passes through to Buyer only those warranties, if any, that Fastex’s vendors and suppliers extend to Fastex. No additional warranty is offered by Fastex beyond what its suppliers provide.

7.2 Disclaimer of Warranties

7.3 Buyer Indemnification

Buyer shall indemnify, defend, and hold harmless Fastex, its officers, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Buyer’s resale or distribution of products; (b) Buyer’s failure to comply with applicable laws and regulations; (c) any product liability claim arising after title has transferred to Buyer; or (d) any breach of these Terms by Buyer.

8. Customer Data & Confidentiality

Fastex collects and retains Buyer business information including name, business license details, contact information, and transaction history (“Buyer Data”) solely for purposes of fulfilling orders, maintaining compliance records, and managing the business relationship.

Fastex does not sell Buyer Data to third parties. Fastex may disclose Buyer’s identity and general placement information (e.g., store name and general location) to vendors or brand partners who request distribution data for their products. Such disclosures are limited to the minimum necessary and are made solely to support vendor compliance and product placement tracking.

By transacting with Fastex, Buyer consents to the foregoing limited disclosure. Buyer may opt out of vendor disclosures by notifying Fastex in writing; however, opt-out may limit Fastex’s ability to supply certain branded products.

9.  Intellectual Property

All trademarks, logos, trade names, and branding used by Fastex (“Fastex Marks”) are the property of Fastex or its licensors. Buyer receives no license to use Fastex Marks in any manner, including in advertising, social media, or signage, without prior written consent from Fastex.

Buyer acknowledges that certain products distributed by Fastex may carry registered trademarks owned by third-party brand owners. Buyer agrees to use such trademarks only in strict compliance with any brand guidelines provided and applicable trademark law. Buyer shall not alter, obscure, or remove any trademark, label, or identifying mark on any product.

Buyer assumes full responsibility for compliance with applicable trademark and resale restrictions of any branded product it purchases from Fastex.

10.  Resale, Compliance & Prohibited Uses

Buyer is authorized to resell products purchased from Fastex within the geographic territory where Buyer holds applicable licenses. Buyer may not resell products in any jurisdiction where Buyer lacks required regulatory approvals.

Buyer is solely responsible for ensuring that its resale activities, marketing, labeling, and operations comply with all applicable federal, state, and local laws. Fastex provides suggested retail pricing guidelines as a courtesy only; Buyer retains full discretion over its independent pricing decisions.

Buyer shall not: (a) repackage or relabel products in a manner that misrepresents their origin or contents; (b) sell Restricted Products to unlicensed retailers or consumers; (c) use Fastex’s name or relationship in any marketing or regulatory filing without prior written consent.

11.  Limitation of Liability

IN NO EVENT SHALL FASTEX BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THESE TERMS OR ANY TRANSACTION, EVEN IF FASTEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Fastex’s total cumulative liability to Buyer for any claim arising under these Terms, regardless of the form of action, shall not exceed the total amount paid by Buyer to Fastex in the ninety (90) days preceding the event giving rise to the claim.

12.  Dispute Resolution

12.1 Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to these Terms or any transaction (“Dispute”), the parties shall first attempt to resolve the matter through good-faith negotiation within fifteen (15) days of written notice of the Dispute.

12.2 Mediation

If negotiation fails to resolve the Dispute within fifteen (15) days, either party may submit the Dispute to non-binding mediation in Maricopa County, Arizona, administered by a mutually agreed mediator. The costs of mediation shall be shared equally between the parties.

12.3 Binding Arbitration

If mediation does not resolve the Dispute within thirty (30) days of the mediator’s appointment, the Dispute shall be submitted to binding arbitration in Maricopa County, Arizona, administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitrator’s decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

The prevailing party in any arbitration proceeding shall be entitled to recover its reasonable attorneys’ fees, arbitration fees, and costs from the non-prevailing party.

12.4 Governing Law & Venue

These Terms and all transactions hereunder shall be governed by the laws of the State of Arizona, without regard to its conflict of laws provisions. The parties consent to the exclusive jurisdiction of the courts of Maricopa County, Arizona for any matter not subject to arbitration.

13. Non-Payment & Collections

In the event Buyer fails to pay any amount when due, Fastex reserves the right to pursue all available legal and equitable remedies, including but not limited to:

• Suspension of all pending and future orders;
• Referral of the outstanding balance to a collections agency or handover the matter to their legal representative;
• Filing of a civil claim in a court of competent jurisdiction;
• Reporting of the default to applicable credit reporting or trade reference services.

Buyer shall be liable for all costs of collection, including reasonable attorneys’ fees and court costs, incurred by Fastex in recovering any overdue amount.

14.  Force Majeure

Fastex shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, labor disputes, carrier failures, supply chain disruptions, governmental actions, or regulatory changes. Fastex will notify Buyer as soon as reasonably practicable of any such event and its anticipated duration.

15. Miscellaneous

• **Entire Agreement:  **These Terms, together with any written order confirmation or addendum, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements, representations, and understandings.
• **Severability:  **If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• **Waiver:  **Fastex’s failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
• **Amendment:  **Fastex may update these Terms at any time. The version in effect at the time of an order governs that transaction. Continued purchases after notice of updated Terms constitutes acceptance.
• **Assignment:  **Buyer may not assign any rights or obligations under these Terms without Fastex’s prior written consent. Fastex may assign these Terms freely.
• **Notices:  **All notices required under these Terms must be in writing and delivered by email with confirmation of receipt, or by certified mail, to the addresses on file for each party.

FASTEX DISTRIBUTION

www.fastexdistribution.com  │  Arizona (Primary) | New Mexico (Foreign Entity)

For billing, compliance, or legal inquiries, contact Fastex through the website or your designated account representative.

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