WHOLESALE TERMS & CONDITIONS OF SALE UK
This document sets out the terms and conditions that apply to all Wholesale Partners of KYHA Studios UK LLC (you, your) and for all orders placed with KYHA Studios UK LLC (Company, we, us) and forms the agreement between you and the Company (here in referred to a the Terms & these Terms). Please read the Terms here in carefully as placement of an Order will indicate your acceptance of same.
1. Definitions
Application Form means the form that you must complete and return to us in order to apply to become one of our Wholesale Partners which will be considered and accepted or refused by us.
Approved Materials means any promotional imagery, artwork, graphics, logos, or other media that we approve and make available to Wholesalers from time to time.
Confidential Information has the meaning given in clause 18 of these terms and conditions.
Intellectual Property means all existing and future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trademarks, service marks, tradenames, designs, logos, Confidential Information, Approved Materials and any other images, social and advertising images and artwork and packaging of our Products, trade secrets and know-how and similar industrial, commercial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for the registration of such rights, and whether existing or come to exist in Australia or elsewhere.
Order means an order placed by the Wholesale Partner on the wholesale portal for our Products.
Order Price means the price payable by you for the Products in your Order plus any other charges, including but not limited to any applicable sales tax and import duties that are not paid by us on your behalf in accordance with this agreement, rush fees and variation fees. The prices of Product(s) will be denominated in GBP and are exclusive of sales taxes and inclusive of all import duties which we will pay on your behalf.
Additional charges will be calculated and added to your Order Price automatically.
Products means our products which are available for wholesale purchase including but not limited to bridal gowns, samples, accessories and Ready-to-Wear items.
Taxes means any taxes, fees or charges with respect to the Products you purchase from us under these terms and conditions assessed, imposed, levied or charged by any government entity.
2. Commencement
This agreement commences when we notify you in writing that your Application Form has been accepted. We may accept or refuse an Application Form at our sole and absolute discretion.
If your Application Form has been accepted, we will invite you to the KYHA wholesale portal.
3. Appointment
You may use our Approved Materials to promote our products and services; and
The parties are independent businesses. Nothing in this agreement creates an employment, agency, partnership or joint venture relationship between the parties and you must not suggest or represent otherwise to any person.
4. Ordering
All Orders, including but not limited to bride, sample and accessory orders must be placed through the KYHA wholesale portal, unless communicated elsewhere by us in writing.
The required lead time for all Orders is 16 weeks, unless otherwise communicated by us in writing.
All Orders placed through the KYHA wholesale portal shall be deemed accepted upon submission and shall create a binding obligation for you to purchase the items set forth in the Orders, unless we notify you otherwise within 48 hours.
A minimum initial sample order of seven styles must be placed to become a KYHA wholesale partner.
To remain a current KYHA wholesale partner, you must purchase a minimum of four (4) styles from each collection launch or such other minimum amount that we may communicate to you in writing from time to time.
5. Payment
Your Order will include the Order Price.
When you place an Order, you have the option to pay the Order Price as follows:
In full at time of submitting your Order on the KYHA wholesale portal via credit card; or
Over two instalments. The first payment is due for payment within twenty-four (24) hours of placing the Order, and the remaining balance is due no later than twelve (12) weeks after the Order date.
We accept the following methods of payment on the KYHA wholesale portal: bank transfer via the invoice or credit card (Visa, Mastercard, or AMEX).
It is your responsibility to ensure that all bank transfer payments are paid to our correct bank account and that any credit card details provided are true, correct and authorized for use.
We will not dispatch any Order(s) until the Order Price has been paid in full.
We reserve the right to suspend all Order deliveries to you if your account is overdue by more than 14 days.
Except for as otherwise provided for in these Terms, you are solely responsible for paying any and all Taxes that may become due and payable by you as a result of your purchase of our Products and you indemnify us against same.
You will indemnify us against any failure by you to comply with relevant Tax law which failure results in an additional payment or penalty or interest; and
6. Pricing
We reserve the right to alter prices at any time at our discretion, with the exception of orders placed that are in production.
We are not responsible for out-of-date prices published on any price lists or trade price lists.
All Product(s) come with a recommended retail price.
7. Exclusivity
You acknowledge that Products will be supplied on a non-exclusive basis by us unless agreed by us in writing.
We may grant Exclusivity within a 50-km radius to one Wholesale Partner per city at our sole discretion.
Exclusivity may be granted for a 12-month period, providing that your initial sample purchase is equal to or greater than seven (7) styles or other minimum amount that we may communicate to you in writing from time to time. 12-month exclusivity starts from the date you receive your first store sample.
To maintain Exclusivity after your initial 12-month period, you must:
have submitted a minimum of 50 customer unit orders within the initial 12- month period.
have consistently met payment terms; and
purchase a minimum of five (5) sample units from each collection released by the Company or such other minimum amount that we may communicate to you in writing from time to time.
If you have more than one boutique, the minimum spend and order quantities outlined in clause 7(d) will apply to each boutique;
Exclusivity will be terminated at the end of the 12-month period if the above terms specified in clause 7(d) are not achieved, unless otherwise agreed by us in writing.
There is no exclusivity applicable to Ready-To-Wear items, products or accessories.
If a store is submitting over 50 client orders per year, the exclusivity radius may be extended at our sole discretion and we will communicate this to you in writing.
If you do not meet the requirements of exclusivity, we have the right to interact with another retailer who make inquiries with the brand. we are not required to inform you of such interactions.
Exclusivity is at our sole discretion; and
We reserve the right to alter the minimum spend and order requirements outlined in Clause 7(d) above at any time, without prior notice.
8. Product Variations
You acknowledge and agree that:
Many of our Products are handmade and may have small imperfections or minor fabric flaws and differences may occur and are part of what makes our Products unique. Our Products also use woven fabrics and by nature there may be some variation between Products.
These variations are not considered a manufacturing fault and will not affect the overall aesthetic of the Products or their ability to be used as intended. We will not issue credits, exchanges or any refund(s)for Product variations or fabric flaws within a reasonable tolerance.
Colour matching of individual Products cannot be guaranteed.
It is your responsibility to ensure you review our size chart, and you select the correct size prior to submitting an Order as our sizes are unique and do vary from other brands.
After an Order has been placed, we cannot accept any responsibility for any loss or damage arising from sizing issues relating to your customers size and body shape; and
We reserve the right to withhold the supply of products within our range to any Wholesale Partner.
9. Delivery
We will deliver your Order to the delivery address you enter on the Order via a third party shipping carrier and the shipping will be governed by that third party's Terms of Service / Terms and Conditions;
You must communicate any changes to the designated delivery address in writing as soon as possible and before we dispatch your Order.;
We reserve the right to charge, and recover, costs or loss occasioned by the failure to collect or take delivery of your Order;
We will deliver your Order within the agreed time frame, however exact delivery date or time cannot be guaranteed and is subject to the third party shipping carriers schedule;
We will not accept responsibility for any part delivery or delay in delivery of the goods as a result of events occurring beyond our control, and will not be liable in any way for any consequences (direct or indirect) arising from such delay or non-delivery.
10. Cancellation and Changes to Order
You may only cancel or make changes to your Order within 48 hours of submitting your Order on the wholesale portal. We will not accept any cancellations or changes beyond 48 hours from the date you submitted your Order.
If you cancel your Order within the timeframe stipulated in clause 10.a), we will issue you a store credit for the value of the Order Price.
If you make changes to your Order within the timeframe stipulated in clause 10.a) and the changes result in:
an increase to the original Order Price, then that increase will be due and payable by you within 24 hours of submitting the changes to your Order;
a decrease of the original Order Price, then we will issue you a store credit for that decrease.
Any store credit issued will be valid for six (6) months from the date of issue.
11. Returns
We do not accept returns of any Products unless we deem the Product(s) faulty. Product Variations as set out in Clause 8 of these Terms will not be considered faults.
If you suspect a Product you have received in your Order to be faulty, you must notify us immediately in writing of the and send us photographic evidence of the suspected faults. If we request in writing that you send the suspected faulty Product to us so that we can conduct a fault assessment, we will cover the costs of shipping.
12. Approved Materials
You may only use Approved Materials for the purpose of promoting our Products.
You must not:
make any changes to Approved Materials without our prior written consent;
use Approved Materials in a manner that is likely to expose us to the risk of legal liability (civil or criminal); or
use any other of our intellectual property rights, including our designs, logo, trade marks or copyright, without our prior written consent; and
We may make changes to Approved Materials at any time without prior notice to you and you must comply with any direction we give you in relation to the use or discontinuance of use of Approved Materials.
13. Intellectual Property
Nothing in this agreement will be taken to constitute a transfer, assignment or grant of any ownership rights of our Intellectual Property.
The unauthorized use of our Intellectual Property will be considered an infringement.
Legal action will be taken to stop the unauthorised use of such Intellectual Property and recover any losses and costs incurred.
14. Wholesalers Obligations
You must:
act lawfully, honestly and professionally;
act ethically and in a manner that does not bring us or our Products into disrepute;
comply with all applicable laws, regulations and industry codes of practice;
cooperate and do all things reasonably required by us to investigate any complaint or breach or potential breach of this agreement, a Published Policy or any applicable law, regulation or industry code of practice.
15. Liability and indemnity
To the maximum extent permitted by law:
all implied conditions, warranties, guarantees and representations of any kind are excluded;
we exclude, and you release us from, all liability to you and your customers for any loss or damage of any kind however caused or arising, including by negligence, arising from or in any way connected with this agreement;
You indemnify us (and our directors, employees and agents) against any harm, injury, loss, damage, cost, expense (including legal expenses), claim or liability we or they) suffer in connection with your:
breach of this agreement; or
wilful, unlawful or negligent act or omission.
16. Termination
Either party may terminate this agreement at any time by giving the other 30 days written notice.
We may immediately terminate this agreement by giving you written notice if:
you become or threaten to become insolvent; or
you breach any provision of this agreement and fail to remedy the breach within seven (7) days after receiving a notice detailing the breach and requiring its remedy.
17. Notices
A notice under this agreement must be in writing and posted or emailed to a party's service address or personally delivered to the party.
A party's service address is any of:
in the case of a corporation, its current registered address; or
the last business address, fax number or email address the party notified as its service address.
18. Confidentiality
Confidential Information means all information regardless of form, that we designate is confidential and includes but it not limited to:
our design, financial and business information;
our partner agreements including these terms and conditions, our management console, pricing, sales and marketing information and collateral;
customer information and records;
any information which if made public, may be harmful to our goodwill, business, public image, commercial relationships or standing; and
any information which may provide another party with a commercial advantage over us.
You agree at all times to hold all Confidential Information in full and complete confidence, and not to disclose the Confidential Information to any person or to use it in any way that may commercially injure us.
19. General
If a party overlooks a breach of this agreement by the other party on one or more occasions, it is not taken to have agreed to any future breach or waived any of its rights.
We may alter or change the terms in the agreement at any time and any alterations or changes will not affect or void the Commencement Date
You may not transfer, assign or sublicence any of your rights, duties or obligations under this agreement to another person without our prior written consent. We may transfer, assign or sublicence any or all of our rights, duties or obligations under this agreement to another person by giving you written notice.
This agreement is governed by and is to be construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.
