TERMS & CONDITIONS - WHOLESALE - v. 260309

1    Definitions
1.1    goodkaarma OÜ, register number 11060548, of Kuke küla, Kaarma 93734, Saaremaa, Estonia is an Estonian registered private limited company, hereafter referred to as “GK” or "GoodKaarma".
1.2    The business client placing an order for GoodKaarma's products or services shall be described by the term “Purchaser”.
    
2    General
2.1    GoodKaarma accepts orders for goods and services based on these of Terms & Conditions.
2.2    All sales of GoodKaarma products and services are subject to these Terms and Conditions.
2.3    From time to time, these Terms and Conditions may be amended. These Terms are published on our website www.goodkaarma.com. It is the responsibility of the Purchaser to be fully aware of the currently prevailing Terms & Conditions as they apply to any transaction. We recommend referring to the Terms prior to placing an order.
    
3    Price quotations
3.1    Quotations are valid for 30 calendar days, unless otherwise stated.
    
4    Ordering
4.1    The Purchaser is responsible for the accuracy of the order submitted to GoodKaarma, and for giving any necessary information relating to the order, including, but not limited to, delivery address and billing address.
4.2    Companies ordering from outside Estonia must provide their VAT tax registration number at the time of ordering. GK will not dispatch if no VAT nr is provided.
    
5    Payment
5.1    Credit accounts are available subject to references, and at the discretion of GoodKaarma. Applicants must fill a credit reference form, providing details of 2 existing suppliers and their bank.
5.2    The first time Purchaser and the Purchaser without a credit account is required to pay in full before GoodKaarma products are dispatched, unless an alternative arrangement is made in writing.
5.3    All credit accounts are subject to these Terms & Conditions.
5.4    GoodKaarma accepts payment by bank transfer (made in Euros), using IBAN & SWIFT.
5.5    GK also accepts payments via PayPal, including email payments and credit cards.
5.6    Major credit cards are accepted: Visa, Mastercard, Eurocard.
5.7    Cheques (or "checks"), switch and debit cards are not accepted.
5.8    In the event of late payment, the Purchaser will incur a daily penalty charge of 0.5% of the outstanding invoice total.
    
6    Ownership of the goods
6.1    The goods shall become the property of the Purchaser when they have been paid for in full, without prejudice to the Purchaser’s right to reject the goods under Clause 9.1.
    
7    Delivery
7.1    The Purchaser is responsible for complying with any legislation or regulations governing the importation of goods into the country of destination, and for the payment of any duties on the goods.
7.2    We can send by land freight, express courier, EMS, airmail, etc, as the Purchaser prefers. It is not possible to send insured airmail to every EU country. Risk of loss shall pass to the Purchaser at the time of dispatch in the case of uninsured deliveries.
    
8    Quality
8.1    GoodKaarma shall make reasonable endeavours to ensure that any goods supplied under a contract to which these Terms and Conditions apply shall be of merchantable quality and correspond with any written description and are fit for such purpose as described.
8.2    References to capacity, colour, weight, use and quantity are approximate and a reasonable variation shall be accepted by the Purchaser.
    
9    Returns & Refunds
9.1    The Purchaser has the right to return damaged or incorrect goods. In such a case, the goods must be dispatched, in unused condition, back to GoodKaarma not later than 7 calendar days after having arrived at the Purchaser's delivery address in order to qualify for replacement or refund within 30 days. The cost of returning rejected goods shall be paid by the Purchaser.
9.2    GoodKaarma will refund the full value of goods under the terms of Clause 9.1. Refunds are made only after receipt of the returned goods.
9.3    Any goods supplied by GoodKaarma to replace damaged or incorrect goods are subject to these Terms & Conditions.
    
10    Own-Label Orders / Contract Manufacturing Services
10.1    The Purchaser is responsible for the accuracy of a private label order submitted to GoodKaarma, for giving any necessary information relating to the order, and for the final proof checking of text, designs and artwork.
10.2    Cancellation of a private label order is subject to fees to disburse any costs incurred (including but not limited to materials, labour, storage & transportation costs).
10.3    The Purchaser is required to pay for all preliminary costs incurred during the development of a private label order (including but not limited to the making of product samples, translation services and graphic design), and payment will be due within 14 days of text, artwork and/or product samples being submitted to the Purchaser by GK.
   
11    Liability
11.1    Any typographical or clerical errors, or omissions in GoodKaarma sales literature, website pages, price quotations, pricelists or other company literature shall be subject to correction without any liability on the part of GoodKaarma.
11.2    GoodKaarma shall not be liable in any event for any direct or consequential or indirect loss (including loss of profit) or damage or expense however caused or occasioned. In no circumstances shall GoodKaarma's liability to the Purchaser exceed the price of the goods in respect of which a breach or liability is claimed.
11.3    The Purchaser hereby agrees to indemnify GoodKaarma against all claims and expenses in respect of the goods or products incorporating the goods, except such liabilities as accepted by GoodKaarma in these Terms and Conditions.
11.4    No waiver by GoodKaarma of any breach of the contract by the Purchaser shall be considered as a waiver of any subsequent breach of the same or any other provision.
    
12    Copyright
12.1    All recipes, specifications, samples, text, photos and graphic art provided by GoodKaarma are submitted in confidence, and the copyright remains the property of GoodKaarma.
    
13    Distribution
13.1    Exclusive distribution rights are granted at the discretion of GK, subject to agreement over purchase volumes over a period of time, and GK reserves the right to cancel distribution contracts when the agreed purchase volume is not met within the agreed time.
13.2    Details concerning promotional meterials, in-store displays, leaflets, posters, photography, etc, provided by GK for distributors are subject to negotiation on a case by case basis.
13.3    Exclusive distribution rights granted by GK are strictly limited to distributors selling GK products wholesale, and do not extend exclusive rights to distributors who sell direct to the public by mail-order retail, internet retail, and retail.
    
14    Law
14.1    This contract is governed by Estonian law and the Estonian courts have exclusive jurisdiction.