1. Definitions & Interpretation
1.1. “Company” means Just Edibles Pty Ltd, its successors and assigns.
1.2. “Customer” means the purchaser, wholesaler, retailer, distributor, or reseller of the Products.
1.3. “Products” means all cannabis-infused confectionery and related goods supplied by the Company.
1.4. “Wholesale Price” means the Company’s prevailing wholesale list price as amended from time to time.
1.5. “Retail Price” means the recommended resale price to end-consumers.
1.6. “Order” means a written purchase request accepted by the Company.
1.7. “MOQ” means the Company’s published minimum order quantity.
1.8. Words importing the singular include the plural and vice versa; references to persons include legal entities.

2. Eligibility & Conditions of Supply
2.1. Supply under these Terms is restricted to Customers who are duly registered businesses and who, where applicable, hold valid licenses/permits to sell cannabis-related products.
2.2. The Customer warrants that it has satisfied all statutory and regulatory requirements for the possession, handling, and resale of the Products.
2.3. The Company reserves the right, in its sole discretion, to decline or withdraw wholesale status at any time.

3. Orders & Acceptance
3.1. All Orders must be submitted in writing (email, portal, or signed purchase order).
3.2. No Order shall be binding unless accepted in writing by the Company.
3.3. All Orders are subject to MOQ requirements as per Companies discretion .
3.4. No cancellation or variation of an Order will be valid unless accepted in writing by the Company.

4. Pricing & Payment Terms
4.1. Prices are exclusive of VAT and all applicable taxes unless otherwise stated.
4.2. Payment terms are strictly [Payment through Portal].
4.3. The Company reserves the right to amend prices on written notice.
4.4. Interest on overdue accounts will accrue at prime rate + 2% per month, compounded monthly.
4.5. Title in the Products shall not pass to the Customer until payment has been received in full.

5. Delivery, Risk & Title
5.1. Delivery shall be deemed to occur when Products are handed to the Customer, courier, or transport agent at the Company’s premises.
5.2. Risk in the Products shall pass on delivery.
5.3. Title shall remain vested in the Company until cleared funds are received in full.

6. Returns & Refunds
6.1. The Company will only accept returns of defective, damaged, or mis-supplied Products, provided notice is given within 7 (seven) calendar days of delivery.
6.2. The Company may, at its sole discretion, replace, credit, or refund defective Products.
6.3. No returns will be accepted for Products stored, handled, or sold in breach of these Terms.

7. Storage, Handling & Sale
7.1. The Customer undertakes to store Products in cool, dry conditions away from direct sunlight and humidity, temperatures not exceeding 28 degrees Celsius.
7.2. Products shall not be repackaged, re-labelled, or altered without prior written consent of the Company.
7.3. Products must be sold in original packaging as supplied, and only through approved retail channels.
7.4. The Customer must not make any unauthorised health, medical, or nutritional claims.

8. Compliance & Licensing
8.1. The Customer warrants full compliance with:

• The Medicines and Related Substances Act 101 of 1965;
• The Consumer Protection Act 68 of 2008;
• The Foodstuffs, Cosmetics and Disinfectants Act 54 of 1972;
• The Regulations Relating to Labelling and Advertising of Foodstuffs (R146);
• The Protection of Personal Information Act 4 of 2013 (POPIA);
• Any other applicable law in South Africa or the jurisdiction of resale.

8.2. The Customer indemnifies the Company against any loss, liability, fine, or damage arising from its failure to comply with applicable legislation.

9. Marketing, Branding & Intellectual Property
9.1. All trademarks, logos, recipes, designs, and packaging remain the sole property of the Company.
9.2. No license or right to use the Company’s intellectual property is granted, except for the resale of Products in original packaging.
9.3. The Customer shall not use the Company’s branding in advertising, social media, or promotional campaigns without prior written consent.
9.4. White-label supply may only be branded as “Elevated by Just Edibles” under separate agreement.

10. Warranties & Limitation of Liability
10.1. The Company warrants that Products conform to specification at the time of delivery.
10.2. The Company makes no other warranties, express or implied.
10.3. To the maximum extent permitted by law, the Company shall not be liable for consequential, indirect, or special damages, including loss of profits or goodwill.
10.4. The Company’s total aggregate liability shall not exceed the invoiced value of the affected Products.

11. Confidentiality
11.1. The Customer shall treat all wholesale pricing, trade secrets, formulations, and business information as strictly confidential.
11.2. This obligation shall survive termination of the Agreement.

12. Termination
12.1. The Company may suspend or terminate supply immediately if the Customer:

• Breaches these Terms;
• Fails to pay any sum when due;
• Acts in a manner which, in the Company’s opinion, damages brand reputation.

12.2. Termination shall be without prejudice to accrued rights and remedies.

13. Governing Law & Dispute Resolution
13.1. These Terms shall be governed by the laws of the Republic of South Africa.
13.2. Any dispute shall be referred to arbitration in Johannesburg under the rules of the Arbitration Foundation of Southern Africa (AFSA).
13.3. Arbitration costs shall be borne by the defaulting party.

14. Force Majeure
14.1. The Company shall not be liable for failure to perform due to events beyond its reasonable control, including but not limited to strikes, supply chain disruption, or natural disaster.

15. Entire Agreement
15.1. These Terms constitute the entire agreement between the Parties, superseding all prior agreements, understandings, or representations.
15.2. No amendment shall be valid unless reduced to writing and signed by both Parties.

16. Entire Agreement
These Terms constitute the full and final agreement between Just Edibles and the customer, stockist, or partner. They supersede all prior agreements, representations, communications, and understandings, whether written or oral. No employee, sales agent, or third party is authorised to make representations that alter these Terms unless expressly confirmed in writing by a director of Just Edibles Pty Ltd.

17. Currency and Payment of Taxes
All transactions are conducted in South African Rand (ZAR). Exchange rate fluctuations, cross-border banking charges, and currency conversion fees are the sole responsibility of the customer. Where required by law, customers outside South Africa shall be responsible for reporting and paying import duties, taxes, or customs charges.

18. Compliance with Sanctions and Trade Restrictions
Just Edibles will not engage in transactions with individuals, entities, or jurisdictions subject to trade restrictions, sanctions, or prohibitions under South African law or applicable international law.

19. Class Action Waiver
By accepting these Terms, all parties agree that disputes with Just Edibles must be pursued individually. Group claims, representative proceedings, or class actions are expressly prohibited.

20. Updates, Revisions and Contact Information
Just Edibles reserves the right to amend these Terms at any time without prior notice, provided that updates are published on the official website with a revised “last updated” date. Continued purchase, resale, or use of Just Edibles products after such updates constitutes acceptance of the revised Terms.

For all queries, concerns, or correspondence regarding these Terms and Conditions, please contact:

Just Edibles Pty Ltd
Umhlanga, KwaZulu-Natal
Email: sales@justedibles.co.za