1. ENTIRE AGREEMENT
1.1. These Terms and Conditions for wholesale customers (“Terms”) shall apply to all sales of products, provided by Reakiro Poland sp. z.o.o., a company incorporated under laws of the Republic of Poland with registered address ul. Pl. Jana Kilinskiego 2, 35-005 Rzeszoėw, Poland, registration number REGON 369280373, NIP 5170386544, KRS: 0000714297 (“Reakiro” or “We”) and are binding on the Customer (“Customer” or “You”) and Reakiro.
1.2. Any order placed with Reakiro shall constitute the acceptance by the Customer of these Terms, which shall supersede all prior written or oral understandings relating to sales by Reakiro to Customer, as well as the Customer's own general terms and conditions of purchase. These Terms shall form, together with the order, the entire contract between Reakiro and the Customer (“Agreement”). No amendment, changes or additional terms proposed by Customer to these Terms shall be valid unless expressly accepted in writing by Reakiro. These Terms will not supersede separately negotiated terms of a master agreement. Reakiro and Customer may be individually referred to as a “Party or collectively referred to as the “Parties”.
In these Terms unless the context requires otherwise the following words mean:
“End Customer” the end customer who is paying to You (Customer) for the products, and is the receiver of those products.
“Manufacturing time” – the time necessary for Reakiro to manufacture the Products, generally up to five (5) business days.
"Products" means any such goods provided by Reakiro under trademark of ™ Reakiro available for wholesale purchase.
“Recommended retail price” – the price that Reakiro recommends that the retailer shall sell the product.
“SKU” – means stock keeping unit of Reakiro products.
3. WHOLESALE REGISTRATION
3.1. Any individual or business that wishes to place a wholesale order with Reakiro must first be approved for a wholesale account.
3.2. We can take orders from individual customers only if they are 18 years of age or older.
3.3. In order to gain approval, We require details from You, including:
- Your name;
- Email address;
- Phone number;
- Address (billing), building number, city, zip code;
- Company name;
- Registration number;
- VAT for EU companies (optional);
- Contact name;
- Email address;
- Phone number;
- Address (billing), building number, city, zip code;
3.4. Once Your application is submitted, We will sent You confirmation with Your login by email.
4. WHOLESALE ORDER PROCESS
4.1. Placing an order is easy, simply login to Your account and You will see our wholesale proposal.
4.2. A Minimum Order – 10 items of 1 SKU per order is required and shipping fees may apply. Total quantity of Your order should be multiple to 10 (ten) per SKU.
4.3. There may, at times, be some Products, including limited edition products or certain product lines that may not be available for wholesale purchase. We reserve the right to exclude certain items or entire lines of products from wholesale.
4.4. If the ordered quantity is not available, please allow us up to five (5) business days of manufacturing time (the “Manufacturing Time”). However, we will always do our best keep stock available.
5. WHOLESALE DISCOUNT CONDITIONS
5.1. Discount is displayed in the cart and depends on the quantity of ordered items as follows:
|10 - 100||20%|
|110 - 500||40%|
|510 and more||60%|
5.2. By default, while login to Your account You will see both – Recommended Retail Prices and price with 20% discount. The displayed price with discount will depend on the quantity of the Products added to the cart.
6. TERMS OF PAYMENT
6.1. Reakiro requires payment to be made in full before items will be dispatched. Payments shall be made by card or by wire bank transfer.
6.2. If You chose to make payment by wire bank transfer after submitting You order you will be redirected to the page where you can print the invoice. Invoice will be sent also to Your email. The invoice is valid for fourteen (14) days.
6.3. If your invoice is not paid within period specified in clause 6.2. above Your order shall be cancelled. You are free to re-order the Products.
6.4. Once confirmation of payment is made Your order will be dispatched considering the Manufacturing Time.
7. SHIPPING AND DELIVERY
7.1. Orders within the EU shall be dispatched within five (5) working days after receiving Your payment. You will receive tracking information via email.
7.2. Each delivery of Products shall be accompanied by an invoice bill from Reakiro showing the order number, the date of the order, the type and quantity of Products included in the order.
7.3. Reakiro shall ensure that the Products are properly packed and secured in a manner to enable them to reach their destination in good condition.
7.4. Shipping costs will vary depending on the total Products order weight and country of destination. You may choose option of delivery on checkout stage. You may choose ordinary method of delivery and expedited. Delivery times are approximate and may be delayed during busy periods such as Christmas as we are reliant on our courier service providers GLS and DHL International. You may find more about estimated terms of delivery in Shipping.
7.5. Delays in the delivery of an order shall not entitle the Customer to:
b) claim damages.
7.6. Reakiro shall have no liability for any failure or delay in delivering an order to the extent that any failure or delay is caused by the Customer's failure to comply with its obligations under this Agreement.
7.7. Reakiro shall not be responsible for delay in delivery due to custom clearance procedures.
7.8. Reakiro shall deliver the Products specified in each order to the Customer’s shipping address.
7.9. The Customer shall be responsible for obtaining any necessary import licences or permits necessary for the entry of the Products into the territory in which it is based (Territory), or their delivery to the Customer.
7.10. The Customer warrants to Reakiro that by placing an order it has informed Reakiro of all laws and regulations affecting the manufacture, sale, packaging and labelling of Products which are in force within the Territory or any part of it (Local Regulations) at the date of this agreement and it is the Customer’s sole responsibility to ensure that the supply of the Products to the Territory complies with the Local Regulations. The Customer shall indemnify and keep indemnified Reakiro against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all and other professional costs and expenses) suffered or incurred by Reakiro arising out of or in connection with the supply of the Products to the Territory being in breach of any Local Regulations.
8. DUTIES AND TAXES
8.1. Reakiro is not responsible for the payment of any customs levies, duties or taxes that may be associated with the delivery of wholesale orders in Your country. Wholesale customers are solely responsible for any such fees. Please make Yourself aware of any possible fees before placing a wholesale order with Reakiro.
9. WHOLESALE RETURNS
9.1. We are happy to provide exchanges on the Products that make up Your wholesale order if they are shown to be faulty, damaged or incorrect. Please contact us within 7 days after receiving Your order if you believe there are faulty items or if a mistake has been made.
9.2. If You fail to give notice of rejection in accordance with clause 9.1 it shall be deemed to have accepted these Products.
9.3. Reakiro will provide replacements, free of shipping charges or in some cases a refund for any faulty items at its own discretion.
9.4. Reakiro shall not be liable for a Product’s failure to comply with the warranty set out in clause 10.3 in any of the following events:
b) the defect arises because the Customer failed to follow the Reakiro's oral or written instructions for the storage of the Products or good trade practice regarding the same;
c) the Customer alters those Products without the written consent of the Reakiro;
d) the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions; or
e) the Products differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements
9.5. If You are entitled to a replacement or refund pursuant to the terms of this clause, You shall promptly return the rejected Products to the Reakiro at its address or such other location as may be advised by the Reakiro and the rejected Products shall be packed and returned by the Customer to the Reakiro in their original packaging or packaging of equivalent quality.
9.6. The terms of this Agreement shall apply to any replacement Products supplied by the Reakiro.
10. PRODUCT SAFETY AND QUALITY
10.1. Please ensure that You keep any of the packaging of the extra product safety information or usage instructions provided with Your product packaging and ensure that the End Customers receive this information upon purchase.
10.2. Reakiro will not be held liable for any consequences that may flow from the incorrect use of our products or non-adherence to safety guidelines.
10.3. The Products supplied to the Customer by Reakiro under this Agreement shall:
(b) be free from defects in design, material and workmanship on delivery; and
11. CANCELLATION OF WHOLESALE ORDERS
11.1. We take a great deal of care when selecting and packaging our items for travel. Because of this, after payment has been made and processing has begun, we do not allow for cancellations of wholesale orders. Any such attempt to cancel an order may result in a forfeiture of all monies paid.
12. PROMOTIONAL AND MARKETING
12.1. Reakiro is more than happy for wholesale account holders to use our marketing or promotional imagery throughout their own website or social media. Please send us a request by email and we will provide You promotional materials and images together with the permit to use such materials for promotional and marketing purposes. We must, however, ask that any such imagery always be used in connection with the Reakiro brand or products. Misuse of our intellectual property may result in the suspension or cancellation of your wholesale account.
12.2. The Customer shall:
b) observe all directions and instructions given to it by the Reakiro for promotion and advertisement of the Products; and
c) not make any written statement as to the quality or manufacture of the Products without the prior written approval of the Reakiro.
12.3. You shall not under any circumstances advertise or market the Products as having any medicinal value or health benefit and agrees not to advertise or market the Products as medicine. Violation of this clause shall cause immediate cancellation of Your wholesale account.
13. INTELLECTUAL PROPERTY
13.1. All designs and images created by Reakiro remain our intellectual property at all times.
13.2. Reakiro is the owner of trade mark “Reakiro” (“Trade Mark”) and hereby grants to You the non-exclusive right to use the Trade Mark in the promotion, advertisement and sale of the Products, subject to, and for the duration of, this agreement. You acknowledge and agree that all rights in the Trade Mark shall remain with Reakiro, and that You have and will acquire no right in them by virtue of the discharge of its obligations under this agreement, except for the right to use the Trade Marks as expressly provided in this agreement.
13.3. The Customer shall market and sell the Products only under the Trade Mark, and not in association with any other trade mark, brand or trade name, except with the Reakiro’s written consent. The Customer shall ensure that the appropriate Trade Marks shall appear on all Products, containers and advertisements for the Products.
13.4. The Customer shall comply with all rules for the use of the Trade Mark issued by the Reakiro (including those set out in any branding manual issued by the Reakiro) and shall not, without the prior written consent of the Reakiro:
b) make any addition or modifications to the Products or to any advertising and promotional materials supplied by the Reakiro or
c) alter, deface or remove any reference to the Trade Mark, any reference to the Reakiro or any other name attached or affixed to the Products or their packaging or labelling
13.5. The Customer shall not sub-license, transfer or otherwise deal with the rights of use of the Trade Mark granted under this agreement.
13.6. The Customer shall not do, or omit to do, anything in its use of the Trade Mark that could adversely affect their validity or reputation.
13.7. The Customer shall not use the Trade Mark as part of the name under which the Customer conducts its business, or any connected business, or under which it sells or services any products (except the Products), or in any other way, except as expressly permitted hereunder.
13.8. The Customer shall not sub-license, assign, transfer, charge, or otherwise encumber the right to use, reference, or designate the Trade Mark to any other party, except as otherwise expressly permitted under this agreement.
13.9. Upon termination of this Agreement for any reason, the Customer will immediately stop using all or any part of the Trade Mark.
13.10. Any attempt to use our intellectual property in a manner outside of, or inconsistent with, these Terms and Conditions may result in suspension or cancellation of your wholesale account or further action being taken against You for any other relevant intellectual property infringement.
14. SUSPENSION OR CANCELLATION OF WHOLESALE ACCOUNT
14.1. Reakiro reserves the right to suspend or cancel Your wholesale account in the following circumstances:
14.1.1. You have engaged in improper or prohibited trading practices including, but not limited to, selling Reakiro Products in an unapproved manner or using Reakiro images, logos or any other intellectual property in a manner inconsistent with these Terms and Conditions or our rights as intellectual property holders;
14.1.2. contravention of any part of our Terms and Conditions or any other circumstance that has occurred, which has rendered You unfit or inappropriate, by Reakiro, to be an authorised seller representing our brand.
15. CHANGES TO WHOLESALE
15.1. Reakiro reserves the right to make changes to the Terms and Conditions that govern our wholesale relationships, at any time. Furthermore, we reserve the right to make alterations to our wholesale products, prices, shipping methods, returns policies or any other part of our wholesale process.
15.2. If you have any questions or concerns about our wholesale procedures or Terms and Conditions, please contact us at email@example.com and we will be more than happy to assist You.
16. PERSONAL DATA PROTECTION
16.2. Reakiro is in no way responsible or liable for the personal data of the End Customers collected, controlled and processed by You. You shall be liable to ensure that personal data is collected on legal basis under Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (Official Journal of the European Union No 119, p. 1), with the consent of the End Customers.
17. GOVERNING LAW
17.1. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of the Republic of Poland.