Wholesale Buyer Program

Wholesale Buyer Agreement - Extended Terms

This Wholesale Buyer Agreement ("Agreement") is entered into as of the Effective Date on the Wholesale Buyer Agreement - Condensed Terms by and between TAKENYA (hereinafter referred to as "Seller" or "TAKENYA"), a company with a principal place of business in Alaska, and the Buyer named on the signed Wholesale Buyer Agreement - Condensed Terms, a company incorporated and existing under the laws of the jurisdictional location of your registered entity, with a principal place of business at your Business Address (hereinafter referred to as "Buyer").

WHEREAS, Seller is engaged in the business of creator, manufacturing, distributing, and selling TAKENYA-branded products (the "Products"); and
WHEREAS, Buyer desires to purchase and resell the Products in its own business operations, subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein, the parties agree as follows:

By signing this Agreement, Buyer agrees to be bound by both the condensed terms of this Agreement and the extended, detailed terms provided by the Company. The extended terms are available through a provided link on the Company’s website and/or in the provided PDF document, both of which are incorporated by reference into this Agreement.

By continuing with the purchase of Products from TAKENYA, Buyer acknowledges and agrees to comply with the terms and conditions of this Agreement, including the condensed terms, as updated from time to time. The full terms will govern all aspects of Buyer’s activities and interactions with TAKENYA, including, but not limited to, product purchases, sales restrictions, payment terms, intellectual property rights, and dispute resolution.

 

 

TAKENYA is committed to ethically sourcing and promoting artist-designed products, empowering communities, and supporting global initiatives to end human trafficking. Wholesale buyers are essential partners in advancing this mission through responsible practices and alignment with our brand values.

1. Eligibility and Enrollment

TAKENYA is excited to welcome you as a valued Wholesale Buyer. To join our program, you must:

  • Provide proof of a valid resale license.
  • Operate as a bona fide business entity.
  • Comply with all applicable local, state, and federal regulations.

By enrolling, you agree to adhere to these policies. TAKENYA reserves the right to accept or decline applications at its sole discretion.

2. Product Orders

We aim to make ordering simple and efficient:

  • Orders must be placed through the TAKENYA Wholesale Portal (www.takenyausa.com) using your login credentials after your Wholesale Buyer Account has been Approved by a TAKENYA Representative. You will be notified by email of your account status update. 
  • All sales must occur in person (e.g., brick-and-mortar locations, events). Unauthorized online sales, including on marketplaces like Amazon, are prohibited.
  • Orders are processed upon receipt of full payment unless otherwise agreed in writing.
  • Products are subject to availability and may occasionally be adjusted based on demand.
  • Wholesale buyers must manage TAKENYA products in compliance with inventory standards to maintain product quality and reduce waste, ensuring alignment with TAKENYA’s commitment to sustainability and ethical practices.

3. Pricing and Payment

  • Wholesale prices are outlined in our Product Catalog or communicated directly.
  • Payments must be completed before order processing unless credit terms are agreed upon in writing.
  • Accepted payment methods include major credit/debit cards and invoicing.
  • Late payments shall accrue interest at a rate of 1.5% per month or the highest rate allowed by law, whichever is less. Failure to remit payment within 30 days of the due date may result in order cancellations, forfeiture of deposits, and suspension of Buyer privileges. Refund eligibility will be at TAKENYA’s discretion and a 20% restocking fee will apply.

4. Shipping and Returns

  • Buyers are responsible for purchase order shipping costs unless otherwise specified.
  • Returns must be initiated within 7 days of receipt and approved by TAKENYA. Restocking fees of 20% will apply to all returns except those due to product defects or errors by TAKENYA. Buyers must provide proof of purchase and ensure returned items are in new, unopened, and resalable condition. Buyers cover initial shipping costs and can request reimbursement, subject to TAKENYA’s approval.
  • TAKENYA will coordinate product recalls as necessary to ensure customer safety and compliance. Buyers agree to indemnify TAKENYA against any claims arising from non-compliance with recall procedures.
  • TAKENYA offers a stock buy-back program for unsold inventory under the following conditions:
  1. Eligibility: Buyers dissatisfied with their participation in the Wholesale program after one year may request a stock buy-back.
  2. Condition Requirements: Products must be returned in new, unopened, and resalable condition. TAKENYA reserves the right to inspect the returned inventory for compliance with these standards.
  3. Restocking Fee: A 20% restocking fee will apply to all returned inventory. The fee will be deducted from the refund amount.
  4. Timeframe for Request: Requests must be initiated within 30 days after completing the first year in the program.

This clause is subject to TAKENYA’s discretion, and all refund decisions are final upon review of returned stock.

5. Branding and Marketing

  • Buyers must adhere to TAKENYA’s branding guidelines and ensure alignment with TAKENYA’s values, mission, and policies.
  • If Buyers anticipate potential brand misalignments, they must review these concerns with TAKENYA before publicly offering products or marketing materials. Buyers agree to honor TAKENYA’s final decision based on these reviews.
  • Buyers are prohibited from making exaggerated or misleading claims about TAKENYA products.
  • TAKENYA reserves the right to request prior review and approval of high-stakes marketing campaigns, such as large-scale media placements, to ensure alignment with brand values.
  • TAKENYA offers training opportunities to wholesale buyers upon request, including guidance on brand alignment, ethical marketing practices, and customer engagement. Buyers are encouraged to utilize these resources for improved success. even if limited to brand alignment or sales strategies. 

6. Affiliate Opportunities

TAKENYA provides wholesale buyers the option to participate in the Affiliate Program, allowing them to earn commissions through referrals.

  • Eligibility:
  1. Wholesale buyers in good standing with TAKENYA are automatically eligible for the Affiliate Program.
  2. Participants must agree to adhere to all branding and marketing guidelines outlined in this Agreement.
  • Referral Links and Tracking:
  1. Each affiliate will receive a unique referral link to track sales.
  2. Commission(s) will be calculated based on completed sales generated through the affiliate's link.
  • Commission Structure:
  1. The commission rate and payment terms will be provided upon enrollment.
  2. Affiliates are responsible for ensuring proper tax reporting for any income earned through the program.
  • Marketing Compliance:
  1. All affiliate marketing efforts must align with TAKENYA’s branding guidelines and avoid misleading claims about products or promotions.
  2. TAKENYA reserves the right to review and approve marketing materials prior to their use.
  • Program Termination:
  1. TAKENYA retains the right to revoke Affiliate Program participation at its sole discretion if the participant violates guidelines or engages in conduct harmful to TAKENYA’s reputation.

By participating in the Affiliate Program, wholesale buyers agree to comply with all additional terms outlined in the Affiliate Program Agreement.

7. Warranty and Liability

  • TAKENYA’s liability for defective products is limited to replacement, repair, or refund as determined solely by TAKENYA, and for a limited time period. TAKENYA shall not be liable for indirect, incidental, or consequential damages resulting from Buyer’s resale activities or end-customer use of the Products.
  • Disputes will first be addressed through mediation or negotiation before escalation.
  • In no event shall the Seller be liable for any indirect, incidental, or consequential damages arising from the Buyer’s resale activities, improper handling, or use of the Products.

8. Intellectual Property Protection

  • Buyers are prohibited from reproducing, modifying, or using TAKENYA’s intellectual property, including trademarks, logos, and product designs, without prior written consent and a separate Licensing Agreement.
  • Buyers waive any claims to TAKENYA’s intellectual property and agree to seek written permission for any intended use.
  • Any misuse of TAKENYA’s intellectual property that harms the brand’s reputation will result in legal action, including claims for damages and injunctive relief.
  • Buyers shall maintain the confidentiality of proprietary information disclosed by TAKENYA, including but not limited to pricing, supplier details, product specifications, and intellectual property. Unauthorized disclosure of such information is prohibited and may result in legal action.
  • In addition to the terms already provided, Buyers are prohibited from creating derivative works or reproducing TAKENYA’s branding, logos, or product designs without express written consent. Unauthorized usage will result in immediate termination of this Agreement and potential legal remedies.

9. Resale and Distribution Restrictions

  • Buyers may not represent or sell competing brands without prior discussion and approval from TAKENYA, allowing brand strategy considerations.
  • Buyers are prohibited from acting as unauthorized distributors by reselling TAKENYA products to other businesses without prior approval. Such violations are considered infringements of this Agreement and TAKENYA’s intellectual property. Violations will result in legal action to recover reputation, rights, and damages.
  • Any arrangements involving other brands or B2B resale must be registered with and approved by TAKENYA.

10. MAP (Minimum Advertised Price) Policy

  • Buyers must adhere to TAKENYA’s MAP policy and may not sell TAKENYA products below the retail price set by the Company.
  • TAKENYA will make efforts, though not obligated, to notify Buyers of any price adjustments. Buyers should periodically check to ensure compliance with the MAP policy.

11. Ethical Practices and Compliance

  • Buyers must adhere to ethical practices and promote TAKENYA products responsibly.
  • Compliance with branding and marketing guidelines will be monitored periodically. While TAKENYA values trust, it reserves the right to audit Buyer operations to maintain brand integrity.
  • Buyers are encouraged to carry liability insurance for resale activities.
  • Training opportunities may be offered by TAKENYA, and Buyers are invited to request additional support if needed to improve their sales efforts.
  • Consent to Communications: By registering for and participating in our Wholesale Buyer Program, you agree to receive communications from TAKENYA, including but not limited to company updates, marketing promotions, SMS communications, and other legal or program-related notices. These communications are essential to keeping you informed about updates, new products, policy changes, and other important information relevant to your participation in the program. You may opt out of marketing and promotional communications at any time by following the unsubscribe instructions provided in each message. Please note that opting out of certain communications may limit your ability to stay informed about the program. Legal and essential updates related to your partnership will continue to be sent as required.

12. Indemnification for Third-Party Claims

  • Buyers agree to indemnify and hold TAKENYA harmless from any third-party claims, damages, legal costs, or liabilities arising from the Buyer’s resale activities, including but not limited to violations of local laws, misuse of marketing materials, product modifications, or marketing misrepresentations. This indemnification applies to all claims stemming from the Buyer’s failure to comply with applicable regulations or TAKENYA’s guidelines.

13. Record-Keeping Requirements

  • Buyers must maintain accurate records of sales and inventory for a minimum of two years to ensure accountability and compliance.
  • TAKENYA reserves the right to audit Buyer records relating to sales, inventory, and marketing of TAKENYA products to ensure compliance with the terms of this Agreement. Buyers agree to cooperate fully during such audits.

14. Force Majeure

Neither party shall be liable for delays or failure to perform due to unforeseen events beyond their reasonable control, including acts of God, natural disasters, governmental actions, or pandemics. Obligations may be suspended for the duration of such events.

15. Governing Law and Dispute Resolution

  • This Agreement shall be governed by and construed in accordance with the federal laws of the United States of America and the laws of the State of Alaska.
  • Disputes will be resolved through binding arbitration in Alaska, with mediation or negotiation as the initial step.

16. Sales Territory and Online Platform Restrictions

  • TAKENYA currently does not assign exclusive sales territories. However, the Company reserves the right to implement such assignments in the future with written notice to Buyers. 
  • Buyers are prohibited from selling TAKENYA products on unauthorized online platforms, including but not limited to Amazon, eBay, and similar marketplaces. Any territorial or platform violations will result in immediate suspension of Buyer privileges and legal action.

17. Buyback Clause for Excess Inventory

  • TAKENYA may, at its sole discretion, offer a buyback program for unsold inventory. Terms, including restocking fees and condition requirements, will be determined on a case-by-case basis.

18. Customer Support Expectations

  • Buyers are expected to provide professional and courteous customer support for TAKENYA products, ensuring alignment with the Company’s brand values. Buyers must promptly address customer concerns and escalate issues to TAKENYA as necessary.

19. Product Handling and Storage Standards

  • Buyers must handle and store TAKENYA products in accordance with the Company’s guidelines to ensure product quality and compliance with safety standards. Any deviation resulting in product damage or loss will be the Buyer’s responsibility.

20. Non-Solicitation Clause

  • During the term of this Agreement and for one year thereafter, Buyers shall not directly or indirectly solicit or engage TAKENYA’s suppliers, employees, or other Buyers for purposes that compete with TAKENYA’s business without written consent.

21. Digital Marketing Guidelines

  • Buyers engaging in digital marketing must ensure all online content complies with TAKENYA’s branding guidelines and applicable laws, including disclaimers and disclosures required by advertising regulations.

22. Termination for Harmful Conduct

  • TAKENYA reserves the right to terminate this Agreement immediately if the Buyer breaches any term of this Agreement or engages in harmful, divisive, hateful, unethical, or illegal conduct that could damage TAKENYA’s reputation or brand integrity. Such conduct is strictly prohibited and will result in immediate termination of any and all partnerships and contractual agreements between both parties and any affiliations and associates. 
  • Repeated non-payment or unauthorized sales practices, resulting in immediate termination of Agreement(s) as a consequence of these breaches.

23. Environmental and Social Responsibility

  • Buyers are strongly encouraged to adopt environmentally and socially responsible practices in their operations, such as using recyclable materials, sourcing energy responsibly, promoting eco-friendly initiatives where feasible, and ethical labor sourcing, in alignment with TAKENYA’s values. Non-compliance may affect participation in future programs.

24. Return of Proprietary Materials

  • Upon termination of this Agreement, Buyers must return or destroy all proprietary materials provided by TAKENYA, including marketing collateral, training documents, and confidential data.

25. Penalties for Non-Compliance

  • Non-compliance with the terms of this Agreement may result in penalties, including suspension of Buyer privileges, financial penalties, or termination of this Agreement.

26. Partial Payment Policy

  • If the Buyer elects to pay a deposit to initiate an order, the deposit amount will be determined at the time of order placement and specified in a written agreement.
  • The remaining balance, including customized shipping expenses, must be paid in full prior to the shipment of the Products and the completion of processing of the order.
  • Failure to pay the balance in a timely manner may result in order cancellation, forfeiture of the deposit, and additional penalties at TAKENYA’s discretion.

27. Non-Endorsement Disclaimer

  • Buyers are prohibited from claiming or implying an endorsement or exclusive relationship with TAKENYA without prior written authorization.

28. General Provisions

1. Entire Agreement:
This Agreement constitutes the entire understanding between the parties.

2. Amendments:
TAKENYA may amend the terms of this Agreement with 30 days’ notice to Buyers. Continued participation in the Wholesale Program constitutes acceptance of updated terms. Buyers may terminate their participation without penalty if they do not agree to the changes. Changes to this Agreement that are initiated by Buyers must be made in writing and signed by both parties.

3. Governing Law: 
This Agreement is governed by the laws of Alaska, US. Disputes will be resolved through binding arbitration in Alaska.

4. Severability: 
If any provision of this Agreement is found invalid, the remaining provisions will remain enforceable.

IN WITNESS WHEREOF, the parties have executed this Wholesale Buyer Agreement as of the Effective Date. By signing the Wholesale Buyer - Condensed Terms and participating in TAKENYA’s Wholesale Buyer Program, the parties acknowledge and agree to the terms of this Wholesale Buyer Agreement - Extended Terms and the signed Wholesale Buyer Agreement - Condensed Terms.