MANDATORY RETURN TO VENDOR & RETAIL MERCHANDISING POLICY

Effective Date: December 2024

Company: The Avenues Smoke & Vape (“Company”)

Controlling Agreement

This policy is a controlling commercial agreement and is non-negotiable.

1. CONTROLLING AGREEMENT – NON-NEGOTIABLE TERMS

This Mandatory Return to Vendor & Retail Merchandising Policy ("Policy") constitutes a binding, controlling, and overriding commercial agreement governing all transactions between the Company and any vendor, distributor, supplier, manufacturer, or agent ("Vendor").

This Policy is:

  • Non-negotiable
  • Automatically binding upon engagement
  • Superior to all Vendor terms

This Policy applies to all transactions without exception, including past, present, and future engagements.

2. ABSOLUTE, UNCONDITIONAL RIGHT OF RETURN

The Company retains a perpetual, unrestricted, unilateral, and absolute right to return any and all products at any time, for any reason or no reason whatsoever.

This includes, but is not limited to:

  • Lack of sales
  • Slow movement
  • Market rejection
  • Strategic repositioning
  • Inventory optimization
  • Shelf replacement decisions
  • Internal discretion of any kind

Vendor Obligations

  • Accept all returns without dispute or delay.
  • Issue, at Company’s sole election: full refund, credit memo, or replacement product.

STRICT PROHIBITIONS ON VENDOR

  • Denying or delaying returns
  • Imposing restocking fees
  • Claiming “final sale”
  • Enforcing time limits
  • Conditioning acceptance on prior approval

3. VOIDING OF ALL CONFLICTING TERMS

Any Vendor-issued terms including “No returns,” “Final sale,” “Limited return window,” or “Case-by-case approval” are hereby void and invalid, regardless of where they appear.

  • Invoices
  • Purchase orders
  • Contracts
  • Emails
  • Text messages
  • Verbal statements

4. RETAIL PLACEMENT = BILLABLE MARKETING SERVICE

Product placement within any Company-controlled environment is deemed a premium paid marketing service.

Billable Rate: $30 per SKU, per day, per placement location.

Applies to all placements, including shelves, display racks, counters, showcases, endcaps, back stock areas, and any inclusion in planograms.

Such placement is treated as brand advertising, consumer exposure, market access, and shelf-space licensing.

5. FINANCIAL REVERSAL & OFFSET ENFORCEMENT

Any attempt by Vendor to refuse returns, enforce payment for unwanted or unsold product, or assert conflicting terms immediately triggers Financial Reversal Enforcement Rights.

A. Automatic Offset

The Company may deduct accrued marketing fees from outstanding invoices, payables, credits, or any financial obligation to Vendor.

B. Vendor Liability

If marketing fees exceed product value, Vendor shall become immediately liable for the difference and payment shall be due upon demand.

6. PENALTY FOR NON-COMPLIANCE

If Vendor refuses returns, delays compliance, or enforces invalid terms, then at Company’s sole discretion:

  • Continue accrual of $30/day per SKU marketing fees
  • Immediate invoicing of all accrued fees
  • Suspension or termination of business relationship
  • Blacklisting from future purchasing networks
  • Recovery of legal fees and enforcement costs

7. IMPLIED ACCEPTANCE – NO SIGNATURE REQUIRED

Vendor acceptance is established through shipping product, delivering inventory, accepting payment, issuing invoices, allowing placement in Company stores, or continuing business interaction.

Silence, inaction, or failure to object in writing before engagement is binding acceptance.

8. NO WAIVER – FULL ENFORCEMENT RIGHTS

Failure to enforce any provision does not waive rights, and rights remain active, cumulative, and enforceable at all times.

9. GOVERNING LAW & VENUE

This Policy is governed exclusively by the laws of the State of California.

  • All disputes shall be resolved in California courts.
  • Company may recover legal fees, damages, and enforcement costs.

10. FINAL NOTICE TO VENDOR

Attempting restrictive sales terms, denying returns, or compelling payment for unwanted inventory will result in immediate financial countermeasures, accrued marketing liabilities, and enforced offsets.

In simple terms: if Vendor insists a product must be paid for, then the cost of occupying retail space will be charged accordingly.

11. ACKNOWLEDGMENT

  • This Policy is controlling and enforceable.
  • The Company maintains absolute return authority.
  • All product placement is billable marketing exposure.
  • Resistance will result in financial and legal consequences.