KAHUNA KIDS® WHOLESALE AGREEMENT
1. Scope of Applicability
1.1 These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods by Elidh McDowall (trading as KAHUNA KIDS®) notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from you. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by us unless and until we expressly confirm our acceptance in writing.
1.2 We reserve the right to change these GTCS at any time.
2. Offers, Purchase Orders and Order Confirmations
2.1 All offers made by us are open for acceptance within seven calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
2.2 All purchase orders issued by you shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on us unless and until confirmed by us in writing.
3. Prices and Terms of Payment
3.1 The prices for goods shall be those set forth in our order confirmation. All prices are inclusive of applicable taxes, but exclusive of import duties, customs fees, and other charges where DAP (Delivered at Place) terms apply. A minimum order spend of EUR 75 applies to all orders.
3.2 For pre-orders, a minimum order quantity (MOQ) per style is defined in the order terms of each product. 100% payment is required at the time of confirming the order via invoice and bank transfer. Payments for pre-ordered products are strictly non-refundable.
3.3 For stocked items, 100% payment is required at the time of confirming the order via invoice and bank transfer. Payments for stock items are refundable only at the sole discretion of KAHUNA KIDS®.
3.4 All payments must be made via invoice and bank transfer only. Other payment methods (including credit card or PayPal) are not accepted.
3.5 Invoice payment is required within seven (7) calendar days of the date of issue. If an order is cancelled, payment for that order remains due and payable within seven (7) calendar days of invoice issue. Please note that we only hold limited stock, so all orders will be held for a maximum of seven (7) calendar days before being reallocated to another stockist.
3.6 If you fail to pay any invoice in full within seven (7) calendar days of the due date of payment, we may suspend delivery of any purchase order or any remaining balance thereof until payment is made, or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to you within seven (7) calendar days of the expiration of the grace period.
4. Terms of Delivery and Late Delivery
4.1 Unless expressly stated otherwise in our order confirmation, all deliveries of goods shall be Ex Works in accordance with Incoterms 2010. The risk of loss of or damage to goods shall pass to you in accordance with the agreed delivery term.
4.2 If we fail to release goods to the designated shipping provider within fourteen calendar days of the agreed delivery date, you may terminate the applicable purchase order in whole or in part (as to those goods affected by the delay) by providing written notice of termination to us within seven calendar days of the expiration of the grace period. Further, you may claim the wholesale value for any loss suffered as a result of the delay subject to the limitation of liability below. These shall be your exclusive remedies for late delivery.
4.3 Any delivery delays resulting from the customer's late or non-payment shall release KAHUNA KIDS from their obligation to deliver the goods by the agreed-upon date. In such circumstances, a new delivery schedule will be mutually agreed upon by both parties after payment is received.
4.4 We reserve the right to make delivery in instalments unless a prior agreement is made in writing.
5. Acceptance of goods
5.1 You must inspect goods delivered upon receipt. You are deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by us within three business days after delivery of the goods.
6. Warranty
6.1 The buyer accepts that as part of the Kahuna Kids’ Atelier Portugal commitment to sustainable manufacturing, some products may be hand-finished. As such there may be minor variations in printing position, label and stitching position, etc. This gives each product a unique and meaningful look and is part of story and branding of KAHUNA KIDS®.
7. Intellectual Property Rights Infringement
7.1 All of the designs, logos, branding, products, and content within and any materials made available on the website are the sole property of Elidh McDowall (trading as KAHUNA KIDS®). The website, designs, products, images and content within are protected by copyright and intellectual property law and may not be reproduced in any form without the express written consent of KAHUNA KIDS®. You hereby agree not to reprint, post, or copy (including electronic or digital scans) any photography, sales materials, or product designs without the advance, express written consent of KAHUNA KIDS®.
8. Force Majeure
8.1 Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.
9. Miscellaneous
9.1 The United Nations Convention for the International Sale of Goods shall not apply to these GTCS or to any contracts of sale entered into between us.
9.2 No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.
9.3 Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
10. Safety and Regulatory Compliance
10.1 Compliance with Regulations: All children's apparel supplied by KAHUNA KIDS® is manufactured in compliance with applicable safety standards, including but not limited to flammability regulations, choking hazard warnings, lead content restrictions. The buyer is responsible for ensuring compliance with any additional safety regulations required in their region.
10.2 Buyer’s Responsibility: It is the buyer's responsibility to ensure that products purchased from KAHUNA KIDS® meet any local or regional safety standards applicable to children's apparel in the buyer's jurisdiction. KAHUNA KIDS® shall not be held liable for non-compliance in regions with specific safety standards not communicated or known to us at the time of sale.
11. Product Recalls and Responsibility
11.1 Product Recalls: In the event that any product supplied by KAHUNA KIDS® is subject to a recall, either voluntarily initiated by us or mandated by a regulatory body, the buyer will be notified promptly in writing. The buyer agrees to comply with all recall procedures as instructed by KAHUNA KIDS®, including but not limited to removing the recalled products from retail locations, returning products to KAHUNA KIDS®, and providing documentation as required for regulatory purposes.
11.2 Costs and Responsibilities: KAHUNA KIDS® will bear the reasonable costs associated with the recall, including but not limited to the transportation of recalled products back to us and the provision of replacement products or refunds, at our discretion. However, KAHUNA KIDS® will not be responsible for any indirect or consequential damages incurred by the buyer as a result of a recall, including but not limited to loss of profits or business interruption.
11.3 Buyer Obligations: The buyer must immediately report any safety concerns or regulatory issues related to the products to KAHUNA KIDS® and cooperate fully with all recall instructions. Failure to comply with recall procedures may result in liability for any damages or penalties imposed by regulatory authorities.
12. Ethical Manufacturing and Social Responsibility
12.1 Commitment to Ethical Practices: KAHUNA KIDS® is committed to upholding the highest ethical standards in the production of its children's apparel. All products are manufactured in facilities that adhere to fair labor practices, including but not limited to safe working conditions, fair wages, reasonable working hours, and no use of forced or child labor.
12.2 Buyer’s Ethical Obligations: The buyer agrees to distribute and resell KAHUNA KIDS® products in a manner consistent with ethical practices, including but not limited to compliance with local labor laws, environmental regulations, and fair treatment of employees and contractors. The buyer must not knowingly engage in any business practices that could harm KAHUNA KIDS®’s reputation or breach ethical standards.
12.3 Non-Compliance: In the event that the buyer is found to be engaging in practices that violate ethical or labor standards, KAHUNA KIDS® reserves the right to terminate the wholesale agreement immediately, and may take legal action if necessary to protect the brand's reputation and ethical commitments.
13. Return and Exchange Policy for Non-Defective Goods
13.1 Returns of Non-Defective Goods: Returns of non-defective goods are generally not accepted. However, KAHUNA KIDS® may, at its sole discretion, accept returns of non-defective goods on a case-by-case basis. Any return of non-defective goods must be pre-authorized in writing by KAHUNA KIDS®, and such returns may be subject to a restocking fee of up to 50% of the total order value.
13.2 Conditions for Returns: To be eligible for return, non-defective goods must be returned in their original packaging, in unused, resalable condition, and within 14 calendar days of delivery. The buyer is responsible for all return shipping costs unless otherwise agreed in writing by KAHUNA KIDS®.
13.3 Refunds for Non-Defective Goods: Refunds for returned non-defective goods, if approved, will be issued as a credit towards future orders with KAHUNA KIDS®. Refunds will not be issued in cash or directly back to the buyer’s original payment method unless expressly agreed upon.
14. Limitation of Liability
14.1 Maximum Liability: To the fullest extent permitted by law, KAHUNA KIDS®'s liability for any claim arising from this wholesale agreement or the sale of products, whether based on warranty, contract, tort, or otherwise, shall not exceed the total value of the specific order giving rise to the claim.
14.2 Exclusion of Consequential Damages: KAHUNA KIDS® shall not be liable for any indirect, incidental, punitive, or consequential damages, including but not limited to loss of profits, business interruption, loss of goodwill, or any other financial loss arising out of or in connection with the sale of products under this wholesale agreement, even if KAHUNA KIDS® has been advised of the possibility of such damages.
14.3 Exclusive Remedies: The remedies provided in this wholesale agreement are the buyer's exclusive remedies, and KAHUNA KIDS®'s obligations regarding the sale of products shall be limited to the replacement or repair of defective products, or the issuance of a credit or refund as described in these terms.
15. Acceptance of Terms
15.1 By placing an order, the buyer acknowledges that they have read, understood, and agreed to these terms and conditions.