Wholesale Terms of Service
Buyer Terms and Conditions Acceptance:
Guajii Design (herein after “Guajii") acceptance of your (the “Buyer”) application and wholesale orders is expressly made conditional on Buyer's agreement to these terms and conditions. The terms and conditions set forth on this Buyer application, order confirmation and/or invoice will govern ALL transactions between the Buyer and Guajii.
By requesting Guajii to supply Guajii products (“Goods”) to you, you acknowledge and agree (or you are deemed to acknowledge and agree) to these Wholesale Terms and Conditions.
1. Minimum order Value
Minimum order value €300.
2.Payment & order transactions
2.1 Wholesale orders placed at Guajii are accepted on our excel order sheet, online from available stock or listed in writing. Our invoice is the buying contract. The invoice is send electronically by email.
Stock- and pre-orders are invoiced with immediate due date for reservation purposes.
Once an order is confirmed the order is binding and no changes or cancellations will be accepted.
2.2 Unless otherwise agreed to in writing, payment for the Goods (in stock, pre-order) shall be made at the time the order is placed via Buyer’s credit card, bank transfer or Paypal.
2.3 Guajii may refuse to accept or cancel any order or delivery of Goods at any time by giving written notice to Buyer. Guajii shall not be liable for any loss or damage whatsoever arising from such cancellation. At the discretion of Guajii, a credit memo and/or refund- in this instance only, will be processed.
2.4 Any variation to any order must be agreed to in writing. The total price may alter as a result of any variation and Buyer agrees to pay any increase.
2.5 Ownership of the Goods shall pass to you upon payment in full of the purchase price for the Goods.
3. Duties/Taxes/Fees
All export and import documentation, licenses, duties, taxes or other obligations or costs relating to the delivery of the Goods shall be the Buyer’s responsibility.
4. Sale of Goods & suggested retail price
4.1 You acknowledge that you are acquiring the Goods for the purposes of trade or business only.
4.2 Any resale of Goods on public forums such as Amazon.com, Ebay.com or Bol.com (not limited) are expressly prohibited. Guajii shall have sole discretion to determine what public forums, if any, are eligible for Buyer resale.
4.3 The Goods should be sold at the minimum recommended retail price (as notified to you by Guajii) unless the Goods are advertised as being “on sale” or the equivalent.
5. Shipping and risks
5.1 For orders shipped within EU
Unless otherwise agreed to in writing, Guajii shall arrange delivery of the Goods to you and you will be responsible for the additional costs associated with delivery. Orders will be shipped via DHL, UPS, FedEx, or PostNL. While the delivery service utilized by Guajii may include insurance for the Goods during transit, Guajii makes no representations and gives no warranties in respect to such insurance and you will be responsible for obtaining any specific insurance you require in respect of the Goods during transit. Risk in respect of the Goods shall pass to you when the Goods are delivered to the carrier.
Free shipping promotions and/or discount coupons for regular retail customers do not apply to Wholesale orders.
5.2 For International orders outside EU
Unless otherwise agreed to in writing, you shall be responsible for the cost of transportation of the Goods from the premises of Guajii. Risk in respect of the Goods shall pass to you when the Goods are made available to the delivery carrier. You are responsible for obtaining insurance in respect of the Goods from the time they are made available at the place of delivery (carrier).
5.3 Force majeure
Guajii is not liable for any delays in delivery or failure to deliver, if this is caused by labor troubles, strikes, pandemics, lockdowns, lock-outs, war, riots, fire, flood, storm, accidents, material shortage, factory acts or breakdowns, rule, regulations or orders of directives by any governmental body beyond Guajii's control.
6. Notice of defects/returns
The Buyer must make any claims of defects, including but not limited to those related to shortages, quality, or specification, within the first 7 days after receiving the Goods. Guajii cannot be responsible for shortages when shipments are directed to a third party. It is the responsibility of the Buyer to inspect upon receipt, that all Goods delivered matches the items ordered /invoiced.
7. Acceptance of goods with known defects waives claims for damages
Buyer hereby waives any claim for damages resulting from any defect Buyer is aware of, including late delivery, at the time Buyer accepts the merchandise.
8. Returns
8.1 It is the responsibility of the Buyer to inspect upon receipt, that all merchandise delivered reflects exactly the items purchased and invoiced (See art. 6 for Notice of defects).
8.2 Purchases made by Buyer through Guajii Wholesale are ineligible for return. Under certain conditions, exchanges may be made for unsatisfactory merchandise that is unused and in original packaging with all tags attached. Whether or not items are eligible for exchange is at the sole discretion of Guajii. All exchanges must be initiated within 7 days of receipt of Goods.
8.3 In the event of an exchange of merchandise, the Buyer is responsible for all shipping fees, both in shipping product back to Guajii as well as the shipping of the new product to the Buyer. Buyer authorizes Guajii to sell any garments that have been exchanged, rejected, or abandoned.
9. Modifications of Goods
If you modify the goods, they are immediately ineligible for return or exchange. Once merchandise is washed or altered in anyway, the Buyer cannot return or make a claim relating to such merchandise. Guajii is not responsible for fallout or loss during the Goods alterations/modifications.
10. Samples and images
Unless otherwise stated in writing, Guajii does not warrant that the quality, weight, designs or color of the Goods will conform to any specific description, image or sample unless and only displayed on www.guajiidesign.com and on trade shows and showrooms through our legitimate sales representatives.
11. Intellectual property
11.1 You undertake to use the brand name and, if required by Guajii, the logo when advertising Goods supplied by Guajii and anywhere where the Goods are described or named including on websites, labels and invoices.
11.2 Guajii grants you a personal, non-exclusive, non-transferable, and non-assignable license to use the Guajii brand name and, if applicable, the logo for the purposes mentioned above in this section.
11.3 You must not use or permit the use of the brand name or logo in any manner that would be detrimental to or inconsistent with the good name, good will, reputation and image associated with the intellectual property of Guajii Design ©.
11.4 The license in clause 11.2 may be revoked by Guajii by written notice to you.
12. Liability
Guajii shall not be liable:
- where you have altered or modified the Goods, misapplied the Goods, not followed Guajii’s instructions in respect to the Goods or have subjected them to unusual or non-recommended use or handling;
- for defects in any Goods manufactured by any Third Party;
- for loss or damages caused whole or partly by any factors beyond our control, including, without limitation, any loss resulting from a delay in production or supply of the Goods;
- for any indirect or consequential loss of any kind.
13. Exclusion of implied warranties
Guajii shall to the extent permitted by applicable laws, and in respect of any legal basis for a claim NOT BE RESPONSIBLE for any product liability or for any direct or indirect business interruption loss, consequential loss, loss of profit, or any other loss whatsoever. There are no implied warranties of merchantability and fitness applying to the Goods sold by Guajii. In any event, the maximum liability shall be equal to repayment by Guajii to the Buyer of the payment made for the delayed or defective part of the order.
14. Deterioration of buyer's credit
14.1 Guajii has the right, in addition to other Remedies provided by law, to terminate any delivery or suspend further deliveries of other shipments in the event the Buyer fails to pay for any one shipment when the same becomes due. Should the Buyer's financial condition become unsatisfactory to Guajii, Guajii may require cash payments or satisfactory securities for delivery of goods.
14.2 Guajii may terminate this agreement with immediate effect by giving written notice to you if:
- you have failed to comply with a written notice given by Guajii specifying a breach of the agreement and requiring you to remedy it within 14 days; or
- being an individual, you are made bankrupt; or
- being a company, you are placed in liquidation or receivership.
On termination, Guajii shall have the right to deal with the Goods at its absolute discretion.
15. Jurisdiction
Any transactions between the Buyer and Guajii are governed by the laws of The Netherlands. To the extent that any court proceedings are commenced, the Buyer and any Guarantor hereby consent to the jurisdiction of the courts of The Netherlands, for any claims or controversies arising in the sale of products by Guajii to the Buyer. Guajii also reserves the right to sue the Buyer or its Guarantor in the province or state of its domicile. However, the foregoing shall not in any way diminish or limit the arbitration provisions set forth below.
16. Arbitration
16.1 Agreement to binding arbitration
Guajii and Buyer agree that upon the demand of either party, any claim or dispute between Guajii and Buyer and/or any of either parties' parent corporation's, successor entities, present and/or former subsidiaries, divisions, and affiliated entities, as well as each of their present and/or former shareholders, directors, officers, employees, attorneys, agents, contractors and representatives ("Agents"), shall be determined by binding arbitration as set forth in this Agreement. Guajii and Buyer hereby covenant not to file a lawsuit against each other in contravention of this Agreement. The parties shall be entitled to all of the same remedies as those available for comparable actions in courts. The parties shall be entitled to be represented by independent counsel of their choosing.
16.2 Knowing and voluntary consent to binding arbitration
Guajii and Buyer hereby acknowledge that they have read and understand the terms of this Arbitration Agreement, and are voluntarily agreeing to its terms. Guajii and Buyer also understand that by using binding arbitration to resolve disputes, they will be giving up any right they may have to a judge or jury trial.
16.3 Costs of arbitration
The Parties shall each bear their own costs and attorney's' fees in any arbitration proceeding, provided however, that the arbitrator shall have the authority to require either party to pay the costs and attorney's' fees of the other party during the arbitration, as is permitted under federal or state law, as a part of any remedy that may be ordered.
17. Amendments
These terms and conditions may be amended or replaced from time to time by Guajii. Any order placed after such amendment is made will represent an agreement by you to be bound by the amended terms and conditions.
Agreement and acknowledgement
Buyer(s) have carefully read and agree to these Wholesale Terms and Conditions. If any term, provision, covenant or condition of this agreement is held by a court of competent jurisdiction or an arbitrator to be invalid, void, or unenforceable, the remaining terms and provisions of this agreement will remain in full force and effect and shall in no way be affected, impaired, or invalidated.
For wholesale inquiries please contact us at hello@guajiidesign.com