Wholesale Buyer Terms of Service
IF YOU BECOME A SUBSCRIBER TO ONE OF OUR PAID MEMBERSHIPS AND PAY BY CREDIT CARD, YOUR SUBSCRIPTION SERVICE WILL AUTOMATICALLY RENEW PURSUANT TO THE TERMS SET FORTH BELOW.
2. Key Definitions
- “Vendor” means a seller who offers to sell and/or sells its goods to Wholesale buyers through the Services.
- “Wholesale buyer” means a buyer who purchases goods through the Services for the purpose of resale.
3. Account Registration – Retail Account
Wholesale buyer Account. To purchase goods through the Services as a Wholesale buyer, you must register, create a Wholesale buyer account and be approved by thokmandee.com (“Wholesale buyer Account”), as further set forth in the General Terms. We reserve the right to deactivate your account if we find that you are in breach of these Wholesale buyer Terms, including in the event that you are selling products in unauthrised locations or on other platforms other than thokmandee.com (as further set forth in these Wholesale buyer Terms).
Qualifications. To qualify for a Wholesale buyer Account, Wholesale buyers must have an online, corner shop, retail shop or pop-up store that is open and ready for business with a valid VAT number.
4. Product and Content Compliance
You acknowledge and agree that thokmandee.com is not required to determine whether the products sold on the Services, or any Content related thereto: (i) abide by thokmandee.com Product Guidelines and/or are not prohibited under thokmandee.com Product Guidelines; (ii) comply with all laws, rules and regulations, including but not limited to, safety, labelling, testing, warning, import/export, and/or other consumer protection law requirements; (iii) do not infringe upon the intellectual property, publicity or other rights of others; (iv) do not contain false, inaccurate or misleading information; (iv) are allowed to be sold from the Vendor’s jurisdiction and/or into your jurisdiction; and/or (v) are allowed to be sold by you from your jurisdiction into your customer’s jurisdiction. You agree to conduct the necessary due diligence for compliance and suitability of vendors and their products and accept the legal implications of purchasing products sold on the Services, including but not limited to tax and duties, licensing and any customs formalities, duties or tariffs associated with international purchases. You hereby release thokmandee.com from any liability with respect thereto, and agree to indemnify, defend and hold thokmandee.com harmless for any claims as set forth in the Indemnification section below.
- Prohibition on Fulfilment Using Third Party Websites. You agree to not fulfil orders on third party websites unless they are approved by thokmandee.com.
- Order Minimums. Vendors may specify a minimum Euro amount a Wholesale buyer must spend before a Vendor is willing to sell to a Wholesale buyer (an “Order Minimum”). This amount is set by each Vendor and may vary between Vendors. Vendors have the option to set a different Order Minimum for first orders and reorders you place with them.
- Right to Refuse. You acknowledge and agree that Vendors may refuse to complete your purchase and thokmandee.com may cancel a purchase for any reason.
- thokmandee.com will encourage vendor to have sufficient inventory to sell goods to Wholesale buyers. However, you acknowledge and agree that thokmandee.com does not guarantee a Vendors inventory or that there will be enough product to sell to you.
- Testers and Samples. Vendors may sell testers. You may add only one tester per product SKU to any full order.
- Please note that in the event you purchase testers, they are non- returnable and non-refundable.
- No Circumvention. You acknowledge and agree that you will place all orders for a Vendors product through the Services for any Vendor that you are first introduced to through the Services. You acknowledge and agree that you will not influence vendors, or otherwise circumvent thokmandee.com process or the Services, by transacting orders with Vendors you were introduced to through the Services outside of the Services. Failure to comply with this provision may result in temporary suspension or permanent termination of your Wholesale buyer Account and your ability to purchase products on thokmandee.com in the future.
- vendor Exclusivity. Where offered and available, thokmandee.com offers Vendors, at their option, the functionality to offer Wholesale buyers 12 months of exclusivity protection within a specific local geographic radius for orders placed with that Vendor on the Services,
- Shipping Address and Drop Shipping. You agree to provide a valid, physical address to receive any product that you order through the Services. thokmandee.com does not offer drop shipping to customers of Wholesale buyers. Wholesale buyers are also not allowed to forward purchased products to overseas locations, whether through mail forwarding services or otherwise.
- To the extent of transactions entered into by you with vendors on thokmandee.com platform, thokmandee.com will calculate the tax (generally, VAT or GST) payable and include this on the order invoice issued for or on behalf of the Vendor. You acknowledge that you are liable and required to pay to the Vendor any taxes so calculated and agree to assume liability for payment for the full amount of the order invoice including any taxes calculated by thokmandee.com on behalf of the vendors. You hereby release thokmandee.com with respect thereto, and agree to indemnify, defend and hold thokmandee.com harmless against any and all such (withholding or other) taxes, contributions, penalties and/or interest. All thokmandee.com fees are exclusive of VAT unless otherwise indicated. Spanish VAT will be levied at the standard rate (2023: 21%) on fees issued by thokmandee.com to the extent required by local and European law. If no Spanish VAT is due on our services, VAT or GST or other local taxes may be due in your jurisdiction via a reverse charge or similar mechanism. You are solely responsible for correctly reporting and paying any such taxes via such reverse charge or similar mechanism.
- Payment Methods. To make a purchase, you must link an approved payment method (such as a credit or debit card but excluding pre-paid cards) with your Wholesale buyer Account. Approved payment methods may vary by region. By submitting payment details in conjunction with registering for a Wholesale buyer Account and/or purchasing goods, you agree to pay for the goods purchased, and any applicable taxes and other fees that may accrue, and you authorise any Vendor, thokmandee.com, any of their respective affiliates and any payment processor for any of them to charge the payment method with any payment due from you using the information you have supplied to Thokmandee.com, and/or (where applicable) to credit that payment method and/or to make any adjustments if necessary. thokmandee.com reserves the right to correct any errors in pricing. We will ensure that your default payment method on file in your Wholesale buyer Account is charged for amounts due from you. If this fails, any other payment method you have included in your Wholesale buyer Account may be charged.
- Payment Processors. Third-party service providers may be used for payment card acquiring, fraud alerts, payment processing and the disbursement of funds to Brands from which you make purchases. You acknowledge and agree that thokmandee.com may share information about you with such payment processors in order to complete any transaction.
- Conclusion of Order Contracts. In relation to the conclusion through thethokmandee.com platform of any contract for the purchase of goods by you from a Vendor (a “Contract”), thokmandee.com (Bizassist Global S.L.) is appointed and authorised by the Vendor to process such orders and provide certain services on Vendor’s behalf. Accordingly, where payment of any amount payable by you to a Vendor in respect of any Contract with that Vendor is made to thokmandee.com, this shall discharge your obligation to the Vendor to the extent of the amount so paid. thokmandee.com does not act as agent for you in relation to the negotiation or conclusion of, or any payment made under, any Contract.
- Payment timings. In respect of payments by you to Vendors in respect of Contracts, tthokmandee.com (Bizassist Global S.L.) is granted a discretion by the Vendors to determine which of two payment timings shall be available to you the Vendor in respect of the purchase price under such Contracts (the “Purchase Price”), these being:
- Payment on Shipment Terms: you are required to make payment of the Purchase Price on the day of shipment of the applicable product; or
- 60-Day Terms: the Vendor grants you a period of interest-free trade credit on the basis of which you are obliged to make payment of the Purchase Price on the day falling 60 days after the date on which the Contract is concluded.
- Availability of 60 Days Terms. In determining on behalf of the Vendors whether to make 60 Day Terms payment timing available to you in respect of any Contract, thokmandee.com (Bizassist Global S.L.) will consider your credit standing and the aggregate amount outstanding from you in respect of all other Contracts under which payment has not yet been made in full (the “Outstanding Credit Amount”). thokmandee.com (Bizassist Global S.L.) may in its discretion set a credit limit (the “Credit Limit”) which shall apply to all your Contracts such that, although you will generally be approved by thokmandee.com (Bizassist Global S.L.) for the provision of 60 Day Terms by Vendors, if the extension of 60 Days Terms to any new Contract will cause the Outstanding Credit Amount to exceed such Credit Limit, Payment on Shipment Terms shall be applied to that Contract. However, you shall have the option to avoid this consequence by logging onto your Wholesale buyer Account and paying down amounts outstanding under other Contracts to reduce the Outstanding Credit Amount by the requisite amount. thokmandee.com (Bizassist Global S.L.) reserves the right to change any Credit Limit from time to time in its entire discretion and you may request an increase to your Credit Limit through your Wholesale buyer Account. thokmandee.com (Bizassist Global S.L.) may also apply a maximum Contract purchase price size for Contracts to which 60 Day Terms may be applied. You agree that you will not create multiple accounts in an attempt to circumvent spending limits.
- Failure to Make Payment & Payment Plan Program. You acknowledge and agree that if you fail to make payment when due of any part of the Outstanding Credit Amount or any other amount owing under these Terms, thokmandee.com (Bizassist Global S.L.) may:
- on behalf of the parties to whom the Outstanding Credit Amount is then owed, give notice making the whole of the Outstanding Credit Amount and any other amount payable by you under these Terms due and payable immediately (if not so already);
- on behalf of the relevant Vendors, cancel or suspend any Contracts;
- temporarily suspend or permanently terminate your Wholesale buyer Account;
- reduce any Credit Limit to zero;
- apply any amount in thokmandee.com (Bizassist Global S.L.) possession or control which is owed to you toward reduction of the Outstanding Credit Amount; and/or
- assess an additional fee in respect of collection and related services which shall be calculated by applying interest on any amount outstanding from you at the rate of 9% per annum from the due date of such amount to its date of payment.
- thokmandee.com (Bizassist Global S.L.) reserves the right in these circumstances, acting on behalf of the relevant creditor, to turn over the collection of any amount due from you to a collection agency or seek any other legal or equitable remedies available to collect any outstanding debt.
- Indemnity to thokmandee.com (Bizassist Global S.L.). You acknowledge that, if you fail to make payment when due of any part of the Outstanding Credit Amount or other amount owing under these Terms, thokmandee.com (Bizassist Global S.L.) may, as a matter of good platform management, make payment of the amount due to the relevant creditor (the “Discharged Creditor”). You acknowledge and agree that to the extent that thokmandee.com (Bizassist Global S.L.) does this, you shall be liable to thokmandee.com (Bizassist Global S.L.) in the same amount and to the same extent as you were liable to the Discharged Creditor and you shall indemnify thokmandee.com (Bizassist Global S.L.) against any costs, detriment, damage or losses which it suffers as a consequence of your non-payment of any part of the Outstanding Credit Amount or other amount owing under these Terms when due.
7. Shipping Costs and Lead Times
- Shipping Costs Unless thokmandee.com (Bizassist Global S.L.) has authorized free shipping, you are responsible for and agree to pay for all shipping costs displayed on your invoice as well as any customs and/or duties on international orders. Shipping costs will be included in your invoice. Shipping costs will vary depending on the weight of the package and where the package is being shipped from.
- Lead Times. You acknowledge that lead times vary on how long it takes for a Vendor to ship a product. Average lead times are displayed on the Vendors page and/or when the product is in your cart. If any order takes longer than 2 weeks to ship, your invoice due date and return window (if applicable) are automatically extended by 2 weeks. Once the Vendor accepts the order, the expected ship date will be updated in your Wholesale buyer Account. You will receive a notice once the product has shipped, giving you a tracking number and letting you know the cost of shipping. This information is also available in your Wholesale buyer Account.
8. Returns, Refunds, Cancellations
- thokmandee.com (Bizassist Global S.L.) offers free returns on qualifying orders placed with any vendor whereby from the date the order is placed, you have the same number of days to apply to return the product for a full refund as you have to pay the invoice (“Return Eligibility Period”). thokmandee.com (Bizassist Global S.L.) may, at its discretion, require you to ship the returned order to a specified location, in which case thokmandee.com (Bizassist Global S.L.) will cover the associated shipping costs. When goods are returned to thokmandee.com (Bizassist Global S.L.) by a Wholesale buyer, thokmandee.com (Bizassist Global S.L.) may at its option redistribute those products through its various redistribution channels. To qualify for free returns and prevent future charges, you must adhere to thokmandee.com (Bizassist Global S.L.) return policies as outlined in our Returns, Refunds and Cancellations Policy. You acknowledge and agree that any orders from a vendor not covered in thokmandee.com (Bizassist Global S.L.) Return Policy are not eligible for return, except under certain limited circumstances described therein. Although thokmandee.com (Bizassist Global S.L.) agrees to pay free shipping on returned items that qualify, you acknowledge and agree that you pay for all shipping costs to your retail store. Those shipping costs are non-refundable, even if you later return those items for free under this Section.
- Refunds and cancellations. If you receive a product that is damaged, the shipment includes missing items or you do not receive the product by the expected ship date, you must report the issue within 14 days of receiving the product as outlined in our Returns, Refunds and Cancellations Policy. You agree that if you do not timely report the issue, the product shall be deemed delivered and satisfactory.
thokmandee.com (Bizassist Global S.L.) reserves the right to accept or reject any missing or damaged report filed by a Wholesale buyer in its sole reasonable discretion, including in the event thokmandee.com (Bizassist Global S.L.) suspects any fraudulent activity. thokmandee.com (Bizassist Global S.L.) decision whether to accept a damaged or missing claim shall be final.
9. Thokmandee.com (Bizassist Global S.L.) Messenger
Wholesale buyers and Brands may contact each other directly through thokmandee.com Messenger on the Services. You agree to use thokmandee.com (Bizassist Global S.L.) Messenger only for legitimate business purposes, such as asking questions about a Vendor products, the status of an order or to resolve business issues. You agree to not abuse thokmandee.com (Bizassist Global S.L.) Messenger, to use it only as is reasonably necessary and to not use it for the purpose of harassment or other improper purposes. If you are not able to get answers to your questions or resolve issues, you may also contact thokmandee.com (Bizassist Global S.L.) directly.
10. Product Content
Limited License. thokmandee.com (Bizassist Global S.L.) displays various Content related to the products, including photographs, product descriptions, Vendor stories and any other related content for sale on its Services. You are granted a limited, royalty-free, non-assignable, non- sublicensable and revocable license to use Content related to a product that you purchase on the Services on your own company’s website for the sole purpose of reselling that same product. Notwithstanding the foregoing, you agree that you will not use any such Content in any ad or media campaign, including postings, emails, ads or any other communication on Facebook, Instagram or Google, among others, without the express written consent from the owner of that Content.
You acknowledge and agree that you are merely a licensee of the Content and that you do not own, and will not claim any ownership rights in, the Content. You further acknowledge and agree that thokmandee.com (Bizassist Global S.L.) is not responsible, nor shall thokmandee.com (Bizassist Global S.L.) be held liable, for any Content, and thokmandee.com (Bizassist Global S.L.) makes no representation or warranty that the Content does not infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or contain libellous or otherwise unlawful, abusive, harassing or obscene material, or result in the violation of any applicable law or regulation.
For any disputes regarding an order or product from a Vendor, you agree to try to informally resolve the dispute directly with the vendor through our contact service. If you are not able to resolve the dispute, you may contact thokmandee.com (Bizassist Global S.L.) to help resolve the issue. thokmandee.com (Bizassist Global S.L.) will use good faith efforts to assist you and the applicable Vendor to resolve such dispute.
You are responsible for any loss or damage caused to third parties in connection with these Wholesale buyer Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services. You, therefore, agree to defend, indemnify, and hold thokmandee.com (Bizassist Global S.L.), and its parent, subsidiaries, affiliates, partners, successors, and assigns, and each of their owners, members, officers, directors, employees, agents, representatives, contractors, subcontractors, licensors, service providers and third party content providers harmless from any claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including reasonable legal and accounting fees) made by any third party due to or arising out of your violation of these Wholesale buyer Terms, the General Terms and/or any law or the rights of a third party, and/or your use of or participation on the Services to the maximum extent permitted by applicable law.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. NEITHER THOKMANDEE.COM NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SITE, SERVICES, APPLICATION WILL BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THOKMANDEE.COM HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THOKMANDEE.COM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED 100 EURO. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THOKMANDEE.COM AND YOU.
If you breach any of these Wholesale buyer Terms, Thokmandee.com will have the right to temporarily suspend or permanently terminate your Wholesale buyer Account, these Wholesale buyer Terms and/or the General Terms in its sole discretion and without prior notice to you. Thokmandee.com reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event Thokmandee.com terminates these Wholesale buyer Terms, your Wholesale buyer Account and/or the General Terms due to your breach, you will remain liable for all amounts due hereunder.
You may terminate your relationship with Thokmandee.com at any time by contacting us or as otherwise indicated in your Wholesale buyer Account portal. Thokmandee.com will close your Wholesale buyer Account once there has been an accounting of all monies due and owing.
15. Controlling law and jurisdiction
These Wholesale buyer Terms and any action related thereto will be governed by the laws of SPAIN. The application of the United Nations Convention on Contracts for the International Sale of Goods, private international laws (e.g. conflict of laws principles) and consumer protection e-commerce regulations, where relevant, are expressly excluded. The exclusive jurisdiction and venue of any action or court proceeding permitted under these Wholesale buyer Terms will be the competent court of AVILES, SPAIN and each of the parties hereto waives any objection to jurisdiction and venue in such courts.