B2B TERMS AND CONDITIONS

SALES PARTNERSHIP AGREEMENT
Terms and Conditions

For the German version, change the language in the drop-down list at the top of this page. / Ändern Sie für die deutsche Version die Sprache in der Dropdown-Liste oben auf dieser Seite.

These terms and conditions apply for each order of product from KONA CAVE by Happy Hanalei, from a purchaser thereof, hereinafter referred to as "Vendor" on the one hand side, and Happy Hanalei GmbH hereinafter "Supplier" Reinhardtstrasse 47, 10117 Berlin, Germany, on the other hand.

By placing an order, Vendor accepts these terms and conditions in its then current version as published from time to time on www.konacave.com/agreement unless Vendor objects to these terms and conditions in writing prior to placing the order.

The offer of the Supplier only extends to business customers within the meaning of Sec. 14 German Civil Code (“BGB”) and Vendor hereby confirms that he is a business customer within such meaning.

Subject of an agreement between Supplier and Vendor and these terms and conditions is the manufacturing and the delivery of goods. Supplier may at his sole discretion assign third parties with the manufacturing and the delivery of goods.

Each agreement is concluded by way of submission of a purchase order from Vendor to Supplier. The details and important features of all goods ordered are described on the Supplier’s website www.konacave.com.

To the extent this agreement is translated into any other language, the English version of this agreement will be authoritative.

1. MARKETING & BRANDING

1.1 Vendor agrees to market and promote Supplier’s brand (KONA CAVE^®) in line with its premium brand image.

1.2 Vendor agrees to work with the Supplier in protecting patented designs and intellectual property and to notify Supplier of any patent infringement issues immediately.

1.3 Vendor agrees to use Supplier’s marketing information (logo, images, text and content) solely for the purpose of marketing Supplier’s brand.

1.4 Vendor agrees to protect brand image of Supplier and to not intentionally do anything that would diminish or lower the brand image.

1.5 Vendor agrees not to share any of Supplier’s marketing information (logo, prices, images, text and content) with a competitor of Supplier.

1.6 Sales agreement between Supplier and Vendor is intended for Vendor’s direct sales channels (physical or online) and is not intended for third party sales platforms.

1.7 Both Supplier and Vendor have the right to terminate this agreement at any time.

1.8 Once the agreement is terminated, Vendor agrees to remove, and no longer use, any and all marketing and brand content provided by Supplier and send back to Supplier any remaining items, if any.

2. GENERAL TERMS OF PAYMENT AND DELIVERY

2.1 An invoice will be issued to Vendor prior to shipment of product. It is the Vendor’s responsibility to verify that all information on the invoice, including shipping address and quantities, is accurate.

2.2 Payment terms:

2.2.1 EU: payment due via SEPA Wire Bank Transfer upon receipt of invoice to:
Happy Hanalei GmbH
IBAN: DE76 7007 0024 0030 4253 00
BIC DEUTDEDBMUC
Deutsche Bank AG, Munich, Germany

2.2.2 Rest of world: payment due via PayPal (sales@konacave.com) or wire transfer upon receipt of invoice to:
Happy Hanalei GmbH
IBAN: DE76 7007 0024 0030 4253 00
BIC DEUTDEDBMUC
Deutsche Bank AG, Munich, Germany

2.3 Vendor is responsible for shipping costs from Supplier fulfillment center/ Supplier production facility to Vendor destination. The risk of damage or loss of merchandise upon handing over from the Supplier to the logistics service provider is borne by the Vendor.

2.4 Orders are processed and shipped within 1 - 3 business days of confirmation of payment if and to the extent the ordered merchandise is in stock.

2.5 Orders are shipped via GLS standard national/ or DHL international service or similar.

2.6 Order fulfillment is subject to on-hand inventory. In case inventory is out of stock, Supplier will notify Vendor upon receipt of the purchase order. Replenishment period may take up to six weeks.

2.7 Supplier may choose not to accept an order from Vendor or rescind from a contract without cause, especially in case or force majeure or if it turns out that replenishment is not timely or commercially feasible. In case of rescission, Supplier will reimburse Vendor for any payments he already made with regard to such order, if any. Supplier shall not be liable for any damages caused by the rescission whatsoever.

3. PRICING

3.1 All prices are in Euro (€) unless otherwise stated. All invoices are payable in Euro (€).

3.2 Recommended Retail Pricing “RRP” is supplied to Vendor on both the Drop Ship Price Sheet and the Wholesale Price Sheet. “RRP” includes 19% VAT.

3.3 In Vendor countries where the Supplier has not provided an RRP in that country’s currency, Supplier requests that Vendor refers to the Supplier provided “RRP” when converting from Euro (€) to the corresponding RRP in the Vendor’s currency.

3.4 The Supplier reserves the right to terminate the selling partnership with any Vendor found to be abusing pricing guidelines or RRP.

4. WHOLESALE ORDERS AND PAYMENT TERMS

4.1 New wholesale accounts are subject to an initial Wholesale Order minimum order value of 650€ gross (exclusive of VAT and Shipping costs). All subsequent Wholesale Orders are subject to a minimum order value of 550€ gross.

4.2 Vendor must provide a valid Value Added Tax (“VAT”) Number and company information prior to first purchase.

4.3 The Wholesale Price List applies to all Wholesale Orders. All prices are exclusive of VAT which will be applied to each invoice as and if applicable.

4.4 Payment terms: 

4.4.1 Initial Wholesale Order- payment in advance

4.4.2 Subsequent orders- 14 days net

4.5 Orders are placed via email to sales@konacave.com.

5. WHOLESALE RETURN REQUESTS

5.1 Supplier does not accept returns, other than in the event of a manufacturer product defect.

5.2 Contact Supplier in advance of return to receive a Return Authorization number (RA#)

5.3 In the event of a defective product, Supplier will accommodate return shipping fees and issue a refund upon receipt of returned product.

5.4 In the event that an exception is made, and a return of a non-defective item is approved, a processing fee of 19,99€ per unit will be deducted from the amount refunded to the Vendor or billed via invoice accordingly. Please note that shipping costs will not be refunded.

5.5 In the event a Wholesale parcel is returned to our warehouse, whether due to an incorrect address entered by the vendor, or other undeliverable circumstances as a result of the Vendor, a return processing fee of €19.99 per item will be charged to the vendor. Shipping costs are non-refundable.

6. CANCELLATION REQUESTS

6.1 Our goal is to begin processing orders as soon as they are received. Therefore, Cancellation Requests by the Vendor made after processing has begun are not possible.

6.2In the event that an exception is made, and a wholesale cancellation request is approved, a processing fee of 19,99€ per unit will be deducted from the amount refunded to the Vendor or billed via invoice accordingly. Please note that shipping costs will not be refunded.

7. DROP SHIP ORDERS

7.1 A Drop Ship Order is any order with a value of 550€ gross  (not including VAT and shipping costs) or less, that is delivered either to the Vendor or Vendor’s customer.

7.2 Upon a Drop Ship Order, Vendor is to provide a valid VAT Number and company information prior to first purchase.

7.3 Orders are placed via email to sales@konacave.com.

7.4 Payment terms:

7.4.1 Methods of payment - see General Terms of Payment and Delivery

7.4.2 All Drop Ship orders are to be paid in full, at time of order – payment in advance

7.5 An invoice will be issued to Vendor prior to shipment of product. It is the Vendor’s responsibility to verify that all information on the invoice, including shipping address and quantities, is accurate.

7.6 Final Drop Ship pricing varies by delivery region.

7.7 Drop Ship pricing is subject to 19% VAT where applicable.

7.8 Orders placed for delivery outside of Vendor’s country will incur additional delivery costs and are subject to different Drop Ship Prices. Please email us for pricing.

7.9 Vendor is responsible for ensuring accuracy and availability of items offered for sale by Supplier (Please reference KONA CAVE^® Availability Chart or konacave.com)

7.10 Orders are processed and shipped within 1 - 3 business days of confirmation of payment.

7.11 Vendor is responsible for any additional shipping and handling charges, including refusals and returns.

7.12 Orders are shipped via DPD, GLS, Hermes standard national/ or DHL international service or similar.

7.13 In the event a Drop Ship parcel is returned to our warehouse, whether due to an incorrect address entered by the vendor, or other undeliverable circumstances, a return processing fee of €19.99 will be charged to the vendor and shipping fees will not be refunded.

8. DROP SHIP RETURN REQUESTS

8.1 Drop ship orders are final and are not subject to Consumer Contract regulations.

8.2 Supplier does not accept returns, other than in the event of a manufacturer product defect.

8.3 In the event that an exception is made, and a return of a non-defective item is approved, a processing fee of 19.99€ per unit will be deducted from the amount refunded to the Vendor or billed via invoice accordingly.  Please note shipping costs cannot refunded. 

9. CANCELLATION REQUESTS

9.1 Our goal is to ship orders as soon as they are received. Therefore, Cancellation Requests made by the Vendor after processing has begun are not possible. 

9.2 Cancellations Requests that cannot be accommodated by Supplier, and result in a Return Request, are subject to the above Return Request conditions.

10. CONFIDENTIAL INFORMATION

10.1 During the course of business between Vendor and Supplier, Supplier may provide Vendor with confidential information related to Supplier’s business. Such confidential information may include inventory levels, product features and pricing, anticipated new products, Supplier sales practices and programs. Vendor agrees that the confidential information will be used solely for the purpose of conducting business with Supplier. Vendor must not disclose or distribute any confidential information to any competitor of Supplier or to any other third party without the express written consent of the Supplier.

10.2 All logos, images, product images and content supplied by Supplier, including images on Supplier’s web site and its Shared Folders are the exclusive property of KONA CAVE^® (Happy Hanalei GmbH). Vendor may use these images only in connection with the sale of Supplier’s products and only in compliance with any policies or terms stated by the Supplier. No other use or distribution is permitted. Vendor may not use Supplier’s images in connection with the sale of products from any person or entity other than the Supplier. The Supplier retains the right to terminate Vendor’s permission to use these images at any time and for any reason.

10.3 Prices and product availability are subject to change without notice.  Supplier will make every effort to ensure Vendor has current price and product availability information.

10.4 To confirm, by placing an order with the Supplier, the Vendor accepts and agrees to all Supplier’s terms and policies set forth in this Sales Partnership Agreement.

10.5 The Supplier reserves the right to modify any of the terms of this Sales Agreement with notice to the customer.