Terms of Sale

Helix Innovations LLC 

onnicotinedirect.com Terms and Conditions of Sale 

Effective: June 16, 2025  

PLEASE REVIEW THESE TERMS AND CONDITIONS OF SALE (“TERMS”) CAREFULLY AS THIS DOCUMENT GOVERNS YOUR PURCHASE OF PRODUCTS FROM HELIX INNOVATIONS LLC (“HELIX”) AND CONTAINS IMPORTANT INFORMATION ABOUT LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU, THE PURCHASER (“RETAILER” OR “YOU”) OF HELIX PRODUCTS (“PRODUCTS”) FOR RETAIL.  YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THESE TERMS FORM A VALID AND BINDING CONTRACT BETWEEN YOU AND HELIX WITH RESPECT TO YOUR PURCHASE OF HELIX PRODUCTS, AND THAT SUCH PURCHASE IS EXPRESSLY CONTINGENT ON YOUR ACCEPTANCE AND COMPLIANCE WITH ALL PROVISIONS OF THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, YOU ARE NOT PERMITTED TO PURCHASE HELIX PRODUCTS. 

GENERAL TERMS AND CONDITIONS 

  1. Retailer shall comply with all applicable federal, state and local laws and regulations in connection with its sale of Helix Products, including without limitation all laws and regulations governing false advertising, unfair competition, and consumer protection. Retailer shall at all times and at its own expense, obtain and maintain all certifications, credentials, authorizations, licenses and permits necessary to conduct its business (including, without limitation, all licenses necessary for the sale of Modern Oral Products in each of its stores).  “Modern Oral Product” means any nicotine product that does not contain tobacco leaves and is intended to be used orally. Modern Oral Product includes, but is not limited to, pouches, lozenges and chewable, but does not include e- vapor, e-cigarettes, vaporizers or heat-not-burn tobacco products. 
  1. Helix Products purchased by Retailer may be shipped only to Retailer for ultimate sale to tobacco consumers as communicated by Helix.  
  1. Helix Products must be sold only to consumers who are of the legal age to purchase tobacco products pursuant to the applicable laws of the jurisdiction in which said consumers are located. 
  1. The merchandising and sale of all Modern Oral Products, including Helix Products, must be NSS. “NSS” stands for Non-Self-Service, which means a manner of merchandising and selling tobacco products such that they are stored under lock or positioned to prevent direct access by customers and are sold in a face-to-face exchange with Store personnel.  
  1. All prices are subject to change without notice, and Retailer’s purchase of Products following a change of price shall constitute Retailer’s full and final acceptance of such price.  
  1. All orders, including those held for future shipment, are subject to acceptance or reduction by Helix. Price, style and packaging size of products will be those in effect on the date of shipment.  
  1. Neither the right to purchase Helix Products directly from Helix nor any other right or benefit conferred by these Terms is transferable absent Helix’s express separate prior written consent in each instance.  
  1. Helix reserves the right to terminate Retailer’s ability to purchase Helix Products directly from Helix at any time, for any reason in its sole discretion.  
  1. All orders are shipped and invoiced in 5-can roll quantities.  
  1. All orders must be placed at least five business days prior to expected delivery. Emergency orders requiring delivery in fewer than five days will be subject to Helix acceptance and approval.  
  1. All shipments are F.O.B. origin, freight prepaid. Retailer owns all Helix Products while in transit.  
  1. Helix offers assistance to Retailers in tracing delayed shipments or collecting claims for its account if Retailer furnishes necessary papers, including assignment of claim. Helix reserves the right not to consider claims of any nature unless made in writing within a period of time considered to be commercially reasonable after the receipt of Helix goods or the date receipt of Helix Products was expected, as applicable.  
  1. While in transit, Helix Products, and goods of any affiliate of Altria Group, Inc., are insured through a combination of (i) insurance maintained by the carrier, and (ii) additional insurance maintained by Altria Group, Inc. where Helix Customers are named insureds. These goods are insured, on a per truckload basis, in an amount at least equal to their wholesale list price, net of any discounts or deductibles.  
  1. Retailer acknowledges that in any event, expected delivery dates are estimates, not any representations, guarantees, or covenants of Retailer. Under no circumstances will Helix have any liability for any delayed shipment or failure to ship Helix Products.  
  1. Helix Products may be returned for credit in accordance with the Helix Innovations Direct Distributor Returned Goods Policy (as may be updated by Helix in its sole discretion from time to time) or only when otherwise authorized by Helix.  
  1. Retailer will accept returns of Helix Products as directed by Helix.  
  1. Helix Products whose sale is prohibited in either particular local markets, or in certain types of retail stores in particular local markets, are not offered for the purpose of resale to consumers in such local markets or retail stores. As between the parties, Retailer is solely responsible for determining whether Products are permitted for sale in intended markets, and liable for any violation of such prohibition pursuant to applicable law which is caused by Retailer’s purchase or subsequent sale of Products. 
  1. Each Retailer must rotate Helix Products on a “first in, first out” basis and remove damaged Helix Products from Retailer’s sales inventory. Notwithstanding the preceding sentence, each Retailer must permit Helix or its designee to inspect and rotate Helix Products. Each Store must store all Helix Products (A) away from excessive heat and sunlight, (B) away from excessive odors, (C) above floor level, and (D) in accordance with more detailed specifications that Helix may provide from time to time. 
  1. Retailer may not directly or indirectly permit Helix Products to become adulterated, as defined in the Family Smoking Prevention and Tobacco Control Act. 
  1. The sale of damaged or adulterated Helix Products is prohibited. 
  1. No individual employee of Helix or Altria Group Distribution Company ("AGDC"), or any of their affiliates, has the authority to alter these Terms and Conditions of Sale or any circular, letter or price list issued by Helix or AGDC on Helix’s behalf.  

PRICING INFORMATION 

You agree to pay the published Product price at time of purchase plus applicable taxes and shipping. All prices for Products (and the associated costs of shipping and tax) are shown in U.S. dollars. All items are subject to availability, and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue Products without notice, even if you have already placed your order. All prices are subject to change without notice, and you agree that taxes may be adjusted from the amount shown on your order confirmation, in accordance with applicable state laws. Several factors may cause this, such as changes in tax rates. Despite our efforts, occasional pricing errors may occur. Helix reserves the right to cancel any order you have placed if there was an error concerning the price or availability of any item you ordered, even if you have received an order confirmation. 

ORDERING PRODUCT IMAGES 

The images of the Products on our website are for illustrative purposes only, and do not constitute any binding representation or guarantee with respect to the appearance of the Products. Your Products may vary from those images. 

STATE TOBACCO EXCISE TAX 

Where applicable, state tobacco excise tax will be added to the price of all items, as required by law. The amount of tax charged is based on the tax laws in effect in the applicable jurisdiction at the time of the shipment. 

ORDER PROCESSING 

Once a properly completed order is received authorization of your form of payment is received, and we have accepted your order and charged your card, we will promptly place your order in line for shipment. Please note, however, that we reserve the right to refuse an order or limit quantities in any order at our sole discretion. 

CREDIT CARDS AND PAYMENT PROCESSING 

Onnicotinedirect.com currently accepts Visa, MasterCard, American Express and Discover credit cards. By submitting your order, you represent and warrant that you are authorized to use the designated credit card and authorize us to charge your order (including taxes, shipping and handling) to that credit card. If the credit card cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled automatically. 

When making a purchase, you grant authorization to Helix and/or the applicable third party payment-processor to charge your selected payment methods. Helix and/or the applicable third-party payment processor shall charge, and you shall be responsible for, all taxes, tariffs, levies, or duties applicable to your payment, excluding taxes applied against Helix’s net income. You are responsible for the accuracy of all payment method information that you provide to us, and for maintaining the security and validity of your payment methods. 

Helix may request further information from you in order to confirm the order and method of payment. Helix reserves the right to terminate or suspend the fulfillment of any Product if you fail to pay any amounts when due. You shall reimburse Helix for all reasonable costs incurred (including reasonable attorney’s fees) in collecting past-due amounts. 

ORDER CANCELLATION 

To ensure prompt delivery, we will exercise commercially reasonable to timely process your order and prepare it for shipment. Once an order has been prepared for shipment, it cannot be cancelled. As such, we cannot guarantee that your order can be cancelled. Please call our Customer Care Team at 1-833-ON POUCH (toll-free) to see if your order may be cancelled; if your order has already been prepared for shipment, our Customer Care Team will assist you in finding an alternative solution. 

EVENTS OUTSIDE OUR CONTROL 

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by an Event Outside Our Control. 

An “Event Outside Our Control” means any act, occurrence, circumstance, or event beyond our reasonable control, including without limitation: strikes, lockouts or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks. 

If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms: 

(a) we will contact you as soon as reasonably practicable to notify you; and (b) our obligations under these Terms will be suspended and the time for performance of our obligations will be extended for the duration of the effects of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Products to you, we will arrange a new delivery date with you after the effects of the Event Outside Our Control are over. 

WHERE WE SHIP 

We only ship to certain states and localities in the United States and U.S. territories. We do not ship to AFO/FPO/DPO addresses. If we determine that we are unable to ship to any state or locality, we will notify you at time of checkout or via other means on www.onnicotinedirect.com. 

TIMING AND METHOD OF SHIPMENT 

Orders are shipped out Monday-Friday. Standard Ground Shipment Orders must be completed and prepared for shipment by 5:00 PM ET in order to be received by the selected delivery window. Note that delivery times are calculated in Business Days. After the order has been completed and prepared for shipment, please allow 5–8 Business Days for orders sent via UPS Standard Ground shipping to arrive. Once your order has shipped, we will send you an email with the tracking number and a link, which will take you to the relevant shipping company's website. Our shipping department is closed on the following holidays: New Year's Day, Memorial Day, Easter Sunday, Independence Day, Labor Day, Thanksgiving Day, Christmas Eve and Christmas Day (together, the “Holidays”). Please note that our delivery dates may be further affected by public holidays, federal holidays and some geographic locations. 

 

TITLE 

Title to product passes from us to you upon shipment, and we are not responsible for any shipping delays or problems once the product has been shipped. 

RETURNS AND REPLACEMENTS/REFUNDS 

If your on!® products do not meet your expectations, please contact our Customer Care team at 1-833-ON POUCH (toll-free). 

CUSTOMER CARE CONTACT INFORMATION 

Contact us at 1-833-ON POUCH (toll-free). Our Customer Care representatives are available Monday–Friday 9:00 AM–6:00 PM ET (6 AM–3 PM PT) to answer your questions. We are closed and unavailable to take your call on the following holidays: New Year's Day, Easter Sunday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. 

HOW WE PROTECT PERSONAL INFORMATION 

For further information on how we protect your personal information, please see our Privacy Statement. 

ACCOUNT DETAILS 

Before you make a purchase from onnicotinedirect.com, you will be required to create an account. You are responsible for maintaining the confidentiality of your password and restricting access to your password and account. You further agree to accept responsibility for all purchases and activities that occur under your account. 

INDEMNIFICATION 

You agree to indemnify, defend, and hold harmless Helix, its affiliates under common control, and its and their respective employees, officers, agents, principals, successors, and assigns from and against any losses, liabilities, damages, demands, debts, costs, and expenses (collectively, “Losses”) incurred by any of the foregoing in connection with a third-party claim, suit, or other proceeding brought as a result of your gross negligence, willful misconduct, violation of applicable law, or breach of these Terms.  Helix reserves the right to assume the defense of any claim subject to your indemnification obligation under this paragraph, in which case you shall remain responsible and liable for indemnifying the Losses incurred in such defense, demands for which may be made periodically. 

DISCLAIMER AND LIMITATION OF LIABILITY 

EXCEPT AS OTHERWISE EXPRESSLY HEREIN STATED, HELIX MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED UNDER THESE TERMS. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, HELIX HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. 

IN NO EVENT SHALL HELIX BE LIABLE HEREUNDER, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STATUTORY LIABILITY OR OTHERWISE), FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS, REVENUES, PROFITS AND/OR GOODWILL, EVEN IF SUCH DAMAGES WERE REASONABLY FORSEEABLE OR IF HELIX WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

CERTAIN JURISDICTIONS AND LAWS MAY NOT PERMIT SOME OR ALL OF THE DISCLAIMERS OF LIABILITY SET FORTH IN THIS SECTION. IN THE EVENT THAT SUCH A JURISDICTION OR LAW APPLIES TO THE SUBJECT MATTER OF THESE TERMS, THE FOREGOING DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. 

MISCELLANEOUS 

If any part of these Terms is determined to be invalid or unenforceable pursuant to court order or other operation of applicable law, such provision shall be deemed severed from these Terms, and the remainder shall continue in full force and effect to the maximum extent permitted under applicable law. 

Failure or delay of Helix to insist on strict performance of any provision hereof will not operate as a waiver of any subsequent default or failure of performance. No waiver by Helix of any right under these Terms will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. The parties hereto are independent contractors and nothing herein shall be construed as creating any partnership, joint venture, agency relationship, or employment relationship.  These Terms shall be governed by the laws of the Commonwealth of Virginia, without reference to its principles of conflict of laws, and any claim, suit, or other proceeding brought to enforce said Terms shall be adjudicated exclusively by the state and/or federal courts sitting in the Commonwealth of Virginia. 

PLEASE REFER TO OUR PRIVACY STATEMENT FOR INFORMATION ABOUT HOW HELIX COLLECTS, USES AND DISCLOSES PERSONAL INFORMATION FROM USERS OF ONNICOTINEDIRECT.COM. 

HELIX RESERVES THE RIGHT TO MODIFY THESE TERMS OF SALE AT ANY TIME, AND YOUR PLACEMENT OF AN ORDER FOR PURCHASE OF PRODUCTS FROM HELIX FOLLOWING ANY MODIFICATION OF THESE TERMS SHALL CONSTITUTE YOUR FULL, FINAL, AND CONCLUSIVE ACCEPTANCE OF THE MODIFIED TERMS.