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Effective date: October 3, 2026
Last updated: October 3, 2026

These Terms and Conditions (the "Terms") govern your access to happywholesale.ca (the "Site") and all purchases from Happy Wholesale ("Happy Wholesale", "we", "us", "our"). By creating an account, placing an order or using the Site, you agree to these Terms and to our Privacy Policy. If you are accepting on behalf of a business, you confirm that you are authorized to bind that business.

1. Wholesale customers only

The Site is for business customers buying for resale or for use in their business. We do not sell to consumers. We may ask for proof of your business and may decline, suspend or close any account at our discretion.

2. Accounts

  • You must provide accurate, current and complete information and keep it up to date.
  • New accounts may be reviewed and approved before you can see prices or order. Approval is at our sole discretion.
  • You are responsible for all activity under your account and for keeping your login details (including any Google account you use to sign in) secure. Tell us immediately if you suspect unauthorized use.
  • Accounts are for one business and may not be shared or transferred without our written consent.

3. Age-restricted and regulated products

Some products we sell, including vaping, tobacco and alcohol products, are regulated by federal, provincial and territorial laws. By ordering these products you represent, warrant and agree that:

  • you and the individuals who order or receive them are of legal age in the province or territory of delivery;
  • you hold, and will keep valid, every licence, permit, registration and authorization required to purchase, possess, store, transport and resell the products in the place of delivery, and you will give us copies on request;
  • you will sell the products only to persons and in the places permitted by law, and you will comply with all packaging, labelling, health-warning, display, promotion, tax-stamp and record-keeping rules that apply to you;
  • you will not resell to minors or to unlicensed buyers, and you will not remove or cover mandatory labels or warnings.

We may require licence and identity verification before shipping, may restrict or refuse any product or order based on the delivery location or on legal requirements, may require an adult signature on delivery, and may report suspected violations to authorities. Availability of regulated products differs by province and territory, and nothing on the Site is an offer to sell where it would be unlawful. We are not responsible for your compliance with the laws that apply to your business, and you should obtain your own legal advice.

4. Products, descriptions and availability

We try to describe products and show images accurately, but images are illustrative, and packaging, specifications, flavours and designs may change without notice. All products are subject to availability. We may limit quantities, substitute equivalent items with your consent, or discontinue products at any time.

5. Prices and taxes

  • Prices are in Canadian dollars unless stated otherwise and may change without notice. The price that applies is the one shown when we accept your order.
  • Prices exclude applicable taxes (GST/HST, PST/QST) and excise or similar duties unless stated. Taxes are calculated at checkout based on the delivery address and shown on your invoice.
  • If we discover a pricing or listing error, we may cancel the affected order and refund any payment made for it.

6. Orders

Placing an order is an offer to buy. A contract is formed only when we confirm the order by email or ship it. We may refuse or cancel any order, in whole or in part, for reasons including stock shortage, pricing errors, suspected fraud, failed payment, missing licences, or legal restrictions. Minimum order values may apply.

7. Payment

  • Payment is due at the time of order unless we have approved credit terms for your account in writing.
  • We accept the payment methods shown at checkout, which may include Interac e-Transfer, bank transfer and other methods. For e-Transfer and bank transfer orders, we process your order after funds are received.
  • You authorize us (and our payment providers) to charge the payment method you choose. You confirm you are entitled to use it.
  • If credit terms are approved, invoices must be paid by the due date. If an invoice is overdue, we may suspend further orders and recover reasonable collection costs.
  • Goods remain our property until paid for in full, to the extent the law allows.

8. Shipping and delivery

  • Delivery dates are estimates, not guarantees. We are not liable for delays caused by carriers, weather or events beyond our control.
  • Shipping charges, minimums and any free-shipping thresholds are shown at checkout or in our Shipping Policy.
  • Risk of loss passes to you when the goods are delivered to the carrier or to your address, as stated on your order. Provide a complete, accurate delivery address, including a contact who can sign for the goods. Re-delivery or return-to-sender costs caused by an incorrect address or an unattended delivery are at your expense.
  • Inspect on delivery. Note any visible damage on the carrier's delivery receipt, and tell us within three (3) business days of delivery about any damaged, defective, missing or incorrect items, with photos and your order number. Claims made after that period may be refused.

9. Returns and refunds

  • All sales are final unless an item is damaged, defective or not what you ordered, and you report it within the period in section 8.
  • For approved claims we will, at our option, replace the item, issue a credit, or refund the purchase price. Please do not ship anything back without our written authorization (a return authorization number).
  • Because of their regulated, consumable and perishable nature, vaping, tobacco, alcohol and food products cannot be returned for change of mind, and opened or used items are not returnable unless defective.
  • Refunds are made to the original payment method where possible. Original shipping charges are not refundable unless the error is ours.

10. Acceptable use of the Site

You agree not to: use the Site for any unlawful purpose; provide false information or false licences; attempt to gain unauthorized access to the Site, other accounts or our systems; scrape, copy or harvest content, prices or data by automated means without our permission; introduce malware or interfere with the Site's operation; or resell access to the Site.

11. Intellectual property

The Site's content, including text, graphics, logos, product images and layout, belongs to Happy Wholesale or its licensors and is protected by intellectual property laws. You may view and print pages for your own business ordering purposes only. Brand names and trademarks of products we sell belong to their owners, and our listing of them does not imply endorsement.

12. Disclaimers

The Site and its content are provided "as is" and "as available". To the fullest extent permitted by law, we disclaim all warranties not expressly stated in these Terms, including implied warranties of merchantability and fitness for a particular purpose. Manufacturer warranties, if any, pass through to you. We do not warrant that the Site will be uninterrupted or error-free.

13. Limitation of liability

To the fullest extent permitted by law, Happy Wholesale and its owners, directors, employees and suppliers will not be liable for any indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, goodwill or business opportunities, arising from your use of the Site or the products. Our total liability for any claim relating to an order is limited to the amount you paid us for that order. Nothing in these Terms excludes liability that cannot be excluded under applicable law.

14. Indemnity

You agree to indemnify and hold harmless Happy Wholesale and its owners, directors, employees and agents from claims, losses, fines, penalties and expenses (including reasonable legal fees) arising from your breach of these Terms, your violation of any law (including licensing, age-verification and resale rules), or your resale or use of the products.

15. Suspension and termination

We may suspend or terminate your account or access to the Site at any time if we reasonably believe you have breached these Terms, lost a required licence, or created legal or fraud risk. You may close your account by contacting us. Sections that by their nature should survive termination (including payment obligations, indemnity, and limitation of liability) will continue.

16. Force majeure

We are not liable for failure or delay caused by events beyond our reasonable control, including natural disasters, supply shortages, labour disputes, carrier failures, government actions, changes in law, or internet and power outages.

17. Governing law and disputes

These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada that apply there, without regard to conflict-of-law rules. You agree to the exclusive jurisdiction of the courts located in Toronto, Ontario for any dispute arising from these Terms or your purchases, except that we may seek urgent relief in any court of competent jurisdiction.

18. General

These Terms, with our Privacy Policy and any policies linked on the Site, are the entire agreement between you and us about the Site and your orders. If a provision is found unenforceable, the rest remains in effect. Our failure to enforce a right is not a waiver. You may not assign these Terms without our written consent; we may assign them to an affiliate or successor. We may update these Terms by posting the new version on this page with a new "Last updated" date; using the Site or ordering after that date means you accept the updated Terms.

19. Contact

Happy Wholesale
130 Sunrise Avenue, Toronto, ON M4A 1B3, Canada
Email: [email protected]