Wholesale Terms & Conditions

WHOLESALE TERMS & CONDITIONS OF SALE USA

This document sets out the terms and conditions that apply to all Wholesale Partners of KYHA Studios USA LLC (you, your) and for all orders placed with KYHA Studios USA LLC (Company, we, us) and forms the agreement between you and the Company (herein referred to as the Terms & these Terms). Please read these Terms carefully, as placement of an Order indicates your acceptance of them.

1. Definitions

Application Form means the form that you must complete and return to us in order to apply to become one of our Wholesale Partners, which may be accepted or refused by us at our sole discretion.

Approved Materials means any promotional imagery, artwork, graphics, logos, or other media that we approve and make available to Wholesale Partners from time to time.

Confidential Information has the meaning given in clause 18 of these Terms.

Intellectual Property means all existing and future intellectual property rights of whatever nature anywhere in the world including, but not limited to, rights in respect of or in connection with copyright, inventions (including patents), trademarks, service marks, trade names, designs, logos, Confidential Information, Approved Materials and any other images, social and advertising images, artwork and packaging of our Products, trade secrets and know-how and similar industrial, commercial and intellectual property rights, whether or not registered or registrable, and includes the right to apply for registration of such rights, whether existing now or arising in the United States or elsewhere.

Order means an order placed by the Wholesale Partner on the wholesale portal for our Products.

Order Price means the price payable by you for the Products in your Order plus any other charges, including but not limited to applicable sales tax, shipping fees, rush fees and variation fees. Prices of Products will be denominated in USD unless otherwise specified and are exclusive of sales tax unless stated otherwise.

Additional charges will be calculated and added to your Order Price automatically.

Products means our products available for wholesale purchase including, but not limited to, bridal gowns, samples, accessories and Ready-to-Wear items.

Taxes means any taxes, duties, levies or charges with respect to the Products you purchase from us under these Terms imposed by any federal, state or local government authority, including sales and use tax.

2. Commencement

This agreement commences when we notify you in writing that your Application Form has been accepted. We may accept or refuse an Application Form at our sole discretion.

If your Application Form is accepted, we will invite you to the KYHA wholesale portal.

3. Appointment

You may use our Approved Materials to promote our Products and services.

The parties are independent contractors. Nothing in this agreement creates an employment, agency, partnership or joint venture relationship between the parties and you must not represent otherwise to any person.

4. Ordering

All Orders, including but not limited to bride, sample and accessory orders, must be placed through the KYHA wholesale portal unless otherwise communicated by us in writing.

The required lead time for all Orders is sixteen (16) weeks unless otherwise communicated by us in writing.

All Orders placed through the KYHA wholesale portal are deemed accepted upon submission and create a binding obligation for you to purchase the items set out in the Order unless we notify you otherwise within forty-eight (48) hours.

A minimum initial sample order of seven (7) styles must be placed to become a KYHA Wholesale Partner.

To remain a current KYHA Wholesale Partner, you must purchase a minimum of four (4) styles from each collection launch, or such other minimum amount as we may communicate to you in writing from time to time.

5. Payment

Your Order will include the Order Price.

When placing an Order, you may elect to pay the Order Price as follows:

  • In full at the time of submitting your Order on the KYHA wholesale portal via credit card; or
  • Over two instalments, with the first payment due within twenty-four (24) hours of placing the Order and the remaining balance due no later than twelve (12) weeks after the Order date.

We accept payment via bank transfer or credit card (Visa, Mastercard or AMEX).

It is your responsibility to ensure all bank transfer payments are made to the correct bank account and that all credit card details provided are accurate and authorized for use.

We will not dispatch any Order until the Order Price has been paid in full.

We reserve the right to suspend deliveries if your account is overdue by more than fourteen (14) days.

Except as otherwise provided in these Terms, you are solely responsible for paying any Taxes payable as a result of your purchase of our Products and you indemnify us against any such liability.

You indemnify us against any failure by you to comply with applicable tax laws resulting in penalties, interest or additional payments.

6. Pricing

We reserve the right to alter prices at any time at our discretion, except for orders already in production.

We are not responsible for outdated prices published on any price lists or trade materials.

All Products are supplied with a recommended retail price (RRP).

7. Exclusivity

Products are supplied on a non-exclusive basis unless otherwise agreed by us in writing.

We may grant exclusivity within a fifty (50) mile radius to one Wholesale Partner per city at our sole discretion.

Exclusivity may be granted for a twelve (12) month period provided your initial sample purchase equals or exceeds seven (7) styles, or such other minimum amount as we may advise in writing. The exclusivity period commences from the date you receive your first store sample.

To maintain exclusivity after the initial twelve (12) month period, you must:

  • Submit a minimum of fifty (50) customer unit orders during the initial exclusivity period;
  • Consistently comply with payment terms; and
  • Purchase a minimum of five (5) sample units from each collection released by the Company, or such other minimum amount communicated in writing.

If you operate more than one boutique, the minimum spend and order quantities apply to each boutique individually.

Exclusivity will terminate automatically at the end of the twelve (12) month period if the above requirements are not met unless otherwise agreed by us in writing.

No exclusivity applies to Ready-to-Wear items or accessories.

If a store submits more than fifty (50) client orders annually, the exclusivity radius may be extended at our sole discretion.

If you do not meet exclusivity requirements, we may engage with other retailers making enquiries regarding the brand and are not required to notify you.

Exclusivity remains entirely at our discretion.

We reserve the right to amend the minimum spend and order requirements at any time without prior notice.

8. Product Variations

You acknowledge and agree that:

  • Many of our Products are handmade and may contain minor imperfections, fabric inconsistencies or variations, which are considered part of the unique nature of the Products;
  • Such variations are not manufacturing defects and do not affect the functionality or intended use of the Products;
  • We will not issue refunds, credits or exchanges for acceptable Product variations or minor fabric flaws;
  • Exact color matching between Products cannot be guaranteed;
  • You are responsible for reviewing our size charts and selecting the correct sizes prior to submitting an Order; and
  • We are not responsible for losses arising from sizing issues relating to your customers.

We reserve the right to withhold supply of Products to any Wholesale Partner.

9. Delivery

We will deliver Orders to the address provided by you using a third-party shipping carrier. Delivery services are governed by the relevant carrier’s terms and conditions.

You must notify us promptly in writing of any changes to the delivery address prior to dispatch.

We reserve the right to recover costs arising from any failure to accept or collect delivery.

While we will use reasonable efforts to meet agreed delivery timeframes, delivery dates are estimates only and cannot be guaranteed.

We are not liable for delays or non-delivery caused by circumstances beyond our reasonable control.

Risk of loss and title to the Products pass to you upon delivery.

10. Cancellation and Changes to Orders

You may only cancel or amend an Order within forty-eight (48) hours of submission through the wholesale portal.

No cancellations or changes will be accepted after this period.

If an Order is cancelled within the permitted timeframe, we will issue a store credit equal to the value of the Order Price.

Where Order amendments result in:

  • An increase in the Order Price, the additional amount is payable within twenty-four (24) hours; or
  • A decrease in the Order Price, we will issue a store credit for the difference.

Store credits are valid for six (6) months from the date of issue.

11. Returns

We do not accept returns unless a Product is deemed defective by us.

Product variations described in clause 8 are not considered defects.

If you believe a Product is defective, you must notify us immediately in writing and provide photographic evidence of the alleged defect.

If we request the return of the Product for assessment, we will cover reasonable shipping costs.

Nothing in these Terms excludes or limits any rights that cannot legally be excluded under applicable U.S. consumer protection laws.

12. Approved Materials

You may only use Approved Materials for the purpose of promoting our Products.

You must not:

  • Modify Approved Materials without our prior written consent;
  • Use Approved Materials in a manner likely to expose us to legal liability; or
  • Use any of our Intellectual Property, including logos, designs, trademarks or copyrighted material, without prior written consent.

We may amend or withdraw Approved Materials at any time and you must comply with any direction regarding their use.

13. Intellectual Property

Nothing in this agreement transfers ownership of our Intellectual Property to you.

Unauthorized use of our Intellectual Property constitutes infringement.

We reserve the right to take legal action to prevent unauthorized use and recover associated losses and costs.

14. Wholesale Partner Obligations

You must:

  • Act lawfully, honestly and professionally;
  • Conduct business ethically and in a manner that does not damage our reputation or the reputation of our Products;
  • Comply with all applicable laws, regulations and industry standards; and
  • Cooperate with us in investigating any complaint or suspected breach of these Terms.

15. Liability and Indemnity

To the maximum extent permitted by applicable law:

  • All implied warranties, representations and conditions are excluded, including warranties of merchantability and fitness for a particular purpose;
  • We exclude liability for indirect, incidental, special or consequential damages arising from this agreement; and
  • You indemnify us and our directors, employees and agents against claims, losses, damages, costs and expenses arising from:
    • Your breach of these Terms; or
    • Any unlawful, negligent or wilful act or omission by you.

Where liability cannot legally be excluded, our liability will be limited to replacement, repair or refund of the relevant Products at our sole discretion.

16. Termination

Either party may terminate this agreement by providing thirty (30) days written notice.

We may terminate this agreement immediately by written notice if:

  • You become insolvent or are likely to become insolvent; or
  • You breach these Terms and fail to remedy the breach within seven (7) days of receiving notice requiring rectification.

17. Notices

Notices under this agreement must be in writing and delivered by post, email or personal delivery to the receiving party’s nominated address.

A party’s service address includes:

  • For corporations, its registered office; or
  • The most recent business address or email address notified by the party.

18. Confidentiality

Confidential Information includes all information designated by us as confidential, including but not limited to:

  • Design, financial and business information;
  • Partner agreements, pricing, sales and marketing information;
  • Customer records and information; and
  • Any information that may damage our goodwill, commercial relationships or business standing if disclosed.

You must keep all Confidential Information strictly confidential and not disclose or use it in any way that may commercially harm us.

19. General

Failure by either party to enforce any provision of this agreement does not constitute a waiver of future enforcement rights.

We may amend these Terms at any time and such amendments will not affect the original Commencement Date.

You may not assign or transfer your rights or obligations under this agreement without our prior written consent. We may assign or transfer our rights and obligations by written notice to you.

This agreement is governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to conflict of law principles. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New York, New York.