B2B Terms and Conditions

SALES PARTNERSHIP AGREEMENT
Terms and Conditions

These terms and conditions apply for each order of product from Sleepy Fox® 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.sleepy-fox.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.sleepy-fox.com.

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

GENERAL TERMS

The Supplier’s Wholesale and Drop ship programs are intended for sales on Vendor’s branded web shop or in their store and is not to be used for sales on third party sales platforms (i.e., Ebay, Wayfair, Etsy, Amazon, etc.).  In the event that Vendor is found to be selling Supplier’s products on a third-party sales platform, without consent, Supplier has the right to terminate agreement.

1. MARKETING & BRANDING

• Vendor agrees to market and promote Supplier’s brand (Sleepy Fox®) in line with its premium brand image.
• Vendor agrees to work with the Supplier in protecting patented designs and intellectual property and to notify Supplier of any patent infringement issues immediately.
• Vendor agrees to use Supplier’s marketing information (logo, images, text and content) solely for the purpose of marketing Supplier’s brand.
• Vendor agrees to protect brand image of Supplier and to not intentionally do anything that would diminish or lower the brand image.
• Vendor agrees not to share any of Supplier’s marketing information (including but not limited to: logo, prices, images, text and content) with anyone, including a competitor of Supplier.
• Both Supplier and Vendor have the right to terminate this agreement at any time.
• 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 – WHOLESALE ORDERS

• Wholesale orders are manufactured to order.
• An invoice for 50% of the total cost will be issued to Vendor at the time the order is placed, before production has begun.
• Production will begin after receipt of payment of deposit.
• A second invoice for the remaining cost will be issued upon completion of production and prior to shipment of product.
• Product will be shipped upon the receipt of the remaining payment.
• It is the Vendor’s responsibility to verify that all information on the invoice, including shipping address and quantities, is accurate.
• Payment terms:
  • 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
  • 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
• Vendor is responsible for shipping costs from 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.
• Orders are processed and shipped within 5-8 weeks of receipt of order and within 3-5 business days within receipt of payment.
• 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

• All prices are in Euro (€) unless otherwise stated. All invoices are payable in Euro (€).
• Recommended Retail Pricing “RRP” is supplied to Vendor on both the Drop Ship Price Sheet and the Wholesale Price Sheet. “RRP” includes 19% VAT.
• The Supplier reserves the right to terminate the selling partnership with any Vendor found to be abusing pricing guidelines or RRP.

4. WHOLESALE ORDERS

• A Wholesale Order is any order of 2 or more pallets
• Wholesale units of Snuggle Cave Beds must be ordered in increments by master cartons. Consult the Wholesale Price List for units per master carton. Master cartons cannot be purchased with mixed Snuggle Cave Bed sizes.
• The Wholesale Price List applies to all Wholesale Orders. All prices are exclusive of VAT (and shipping) which will be applied to each invoice as and if applicable.
• Wholesale products are intended for sale on Vendor’s branded sales platform or store and not permitted for third party sales platforms.
• Wholesale Order Terms are EXW Poland. The Vendor is responsible for coordinating and paying shipping from production facility in Poland to final destination.
• Orders are placed via email to sales@konacave.com.

5. WHOLESALE RETURN REQUESTS

• In the event of a product defect, Supplier will accommodate a return.
• Please contact Supplier in advance of return to receive a Return Authorization number (RA#)
• In the event of a defective product, Supplier will accommodate return shipping fees and issue a refund upon receipt of returned product.
• Return requests for reasons other than product defects are not possible.

6. CANCELLATION REQUESTS

• Our goal is to begin production on orders as soon as they are received. Therefore, Cancellation Requests made by the Vendor made after production has begun processing are not possible.
• In the event a cancellation occurs, vendor will forfeit the entirety of any payments made. These payments include the deposit and may include up to the up to final payment dependent on the point of production described in section 2.
• Pursuant to the fact that wholesale orders are manufactured per Vendor order, refunds will not be issued for cancelled orders.

7. DROP SHIP ORDERS

• A Drop Ship Order is any order less than 2 pallets, that is ordered by the Vendor from Supplier and shipped from Supplier to Vendor or Vendor’s customer.
• The Supplier’s Drop Ship program is intended for sales on Vendor’s branded web shop or in their store and is not to be used for sales on third party sales platforms (i.e., Ebay, Wayfair, Etsy, Otto, Bol, Amazon, etc.). In the event that Vendor is found to be selling Supplier’s products on a third-party sales platform, Supplier will terminate agreement.
• Orders are placed directly via email to sales@konacave.com
• It is the Vendor’s responsibility to ensure all order information is correct, including size, color, quantities and delivery information.
• Payment terms:
  • Methods of payment - see 2 - General Terms of Payment and Delivery
  • All Drop Ship orders are to be paid in full, at time of order – payment in advance
• Drop Ship pricing by Region, as indicated on the Drop Ship pricing sheet, includes delivery costs to the Vendor or Vendor’s end customer.
• Orders placed for delivery outside of Vendor’s country will incur additional delivery costs and are subject to different Drop Ship Prices, as indicated on the pricing sheet.
• Vendor is responsible for ensuring accuracy and availability of items offered for sale by Supplier (Please reference Sleepy Fox® Availability Chart or www.sleepy-fox.com).
• Orders are processed and shipped within 1 - 3 business days of confirmation of payment.
• Vendor is responsible for any additional shipping and handling charges, including refusals and returns.
• Orders are shipped via GLS, DPD, Hermes, DHL or similar standard service.
• 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 per unit will be charged to the vendor. Please note that shipping costs are non-refundable.

8. DROP SHIP RETURN REQUESTS

• Drop ship orders are final and are not subject to Consumer Contract regulations.
• In the event of a product defect, Supplier will accommodate a return.
• Please contact Supplier in advance of return to receive a Return Authorization number (RA#).
• Supplier will accommodate return shipping fees for defective items and issue a refund upon receipt of returned product.
• 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. Shipping charges are non-refundable.

9. CANCELLATION REQUESTS

• 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.
• 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

• 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.
• 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 Sleepy Fox® (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.
• 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.
• 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.
• The Supplier reserves the right to modify any of the terms of this Sales Agreement with notice to the customer.