WHOLESALE & B2B TERMS
These Wholesale & B2B Terms govern wholesale, trade, business-to-business, commercial, resale, stockist, studio, organizational and other non-consumer transactions conducted by or through KANG SEORYUN™ at kangseoryun.com or through any related quotation, invoice, purchase order, trade confirmation or written commercial arrangement issued by us.
These Terms should be read together with our Terms of Sale & Use, Shipping & Delivery Policy, Returns & Exchanges Policy, Made-to-Order Policy, Warranty, Defects & Claims Policy, Credits & Vouchers Terms and any quotation, invoice, order confirmation, trade application, product-specific notice or separate written agreement applicable to the relevant transaction.
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1. Scope and Application
1.1 These Terms apply to any purchase, request, enquiry, quotation, supply, resale arrangement, stockist arrangement, studio purchase, organizational purchase or other commercial transaction entered into by a Business Customer.
1.2 A Business Customer includes any person or entity acquiring goods, services, licences or access for business, trade, resale, commercial production, organizational use, professional deployment, editorial production, client service delivery or any other non-consumer purpose.
1.3 These Terms apply in addition to our Terms of Sale & Use. If a quotation, invoice, purchase order acknowledgment, product-specific notice or separate signed agreement states otherwise, that more specific term will prevail to the extent of any inconsistency.
1.4 Consumer-facing policies may not apply, or may apply differently, to a Business Customer except where mandatory law expressly requires otherwise.
2. Trade Approval and Account Status
2.1 We may require a Business Customer to complete a trade application, business verification, onboarding review, account approval process or other pre-supply assessment before accepting any B2B transaction.
2.2 We reserve the right to approve, reject, suspend, limit or revoke any trade, wholesale or B2B account at our sole discretion.
2.3 Approval of a trade account does not guarantee ongoing supply, ongoing pricing, geographic exclusivity, product availability, credit terms or future acceptance of any Order.
3. Quotations and Commercial Offers
3.1 Any quotation, proposal, trade price list, wholesale schedule, stockist offer or other commercial communication issued by us is non-binding unless and until accepted by us in writing or converted into a confirmed Order.
3.2 Unless expressly stated otherwise, quotations are valid only for the period stated in the quotation or, if no period is stated, for a reasonable period determined by us.
3.3 We may withdraw, revise or refuse any quotation at any time before final acceptance.
3.4 A quotation is issued subject to stock availability, production capacity, sourcing feasibility, pricing accuracy, rights availability, shipping constraints and any applicable legal or operational conditions.
4. Orders and Acceptance
4.1 A purchase order, trade request or wholesale request submitted by a Business Customer constitutes an offer to purchase only.
4.2 No Order is binding on us unless and until we issue written acceptance, invoice confirmation, production confirmation, allocation confirmation, dispatch confirmation or other written indication that the Order has been accepted.
4.3 We reserve the right to accept, reject, reduce, split, defer, suspend or cancel any Order, including where there is:
- stock limitation;
- allocation limitation;
- pricing error;
- verification concern;
- supply disruption;
- rights issue;
- legal or regulatory concern;
- breach of these Terms;
- non-payment;
- operational impracticability.
5. Minimums, Allocation and Supply Control
5.1 We may impose minimum order quantities, minimum order values, carton quantities, assortment rules, territory restrictions, stock allocation limits, production minimums or release-window restrictions for any B2B transaction.
5.2 We reserve the right to limit quantities, cap replenishment, prioritize selected accounts, decline repeat bulk orders or otherwise manage supply in the manner we consider appropriate for the relevant Product or commercial program.
5.3 No exclusivity, reserved allocation or territorial right is granted unless expressly confirmed by us in writing.
6. Pricing, Currency and Taxes
6.1 Trade prices, wholesale prices, commercial discounts or account-specific pricing remain confidential unless we expressly state otherwise.
6.2 Unless expressly stated otherwise, all prices are stated in the currency specified by us and are exclusive of shipping charges, insurance, customs duties, import duties, local taxes, brokerage fees, handling fees or other third-party charges.
6.3 A Business Customer is responsible for all applicable taxes, duties, levies, import charges and related compliance costs unless we expressly state otherwise in writing.
6.4 We may revise prices, discount structures, trade schedules, currency arrangements or supply conditions at any time before acceptance of an Order.
6.5 A pricing error, manifest typographical error, calculation error, currency error or system error does not bind us and may be corrected by us at any time before final acceptance.
7. Payment Terms
7.1 Payment terms are those stated in the applicable quotation, invoice, checkout flow or written commercial confirmation.
7.2 Unless expressly agreed otherwise in writing, we may require full payment in advance before production, allocation, dispatch, release or supply.
7.3 Where a deposit, staged payment or balance-payment structure is permitted, failure to pay any amount by the required deadline may result in suspension, cancellation, forfeiture of allocation, loss of production priority or termination of the relevant commercial arrangement.
7.4 We reserve the right to refuse credit terms, revoke credit terms, shorten payment terms, require security or require advance payment at any time.
7.5 All payments must be made in cleared funds and without deduction, withholding, set-off or counterclaim except where such deduction or withholding is required by law.
8. Delivery, Shipping and Risk
8.1 Shipping, dispatch, transit, customs handling, split shipment, failed delivery and related fulfilment matters are governed by our Shipping & Delivery Policy, except where a separate written shipping arrangement applies to the relevant B2B transaction.
8.2 Delivery dates and fulfilment timelines are estimates unless expressly stated by us in writing as guaranteed.
8.3 Risk in the goods passes in accordance with our Terms of Sale & Use, our Shipping & Delivery Policy or any more specific written delivery term agreed for the relevant transaction.
8.4 Legal title remains with us until full cleared payment has been received, unless otherwise required by applicable law or expressly agreed in writing.
9. Inspection and Claims Notice
9.1 A Business Customer must inspect the goods promptly upon delivery.
9.2 Any claim for visible shortage, transit damage, wrong goods or other apparent non-conformity should be submitted within 3 business days of delivery where reasonably possible and, in any event, no later than 7 business days after delivery.
9.3 Any claim for an apparent defect or apparent non-conformity must be submitted no later than 7 business days after delivery.
9.4 Any claim for a latent defect not reasonably discoverable upon inspection must be submitted within 7 business days after discovery and, in any event, no later than 30 days after delivery, unless a longer express warranty period is stated by us in writing.
9.5 A claim must clearly specify the nature of the alleged defect, shortage or non-conformity and be accompanied by reasonable supporting evidence, including photographs, delivery records, batch details, labels or other information reasonably requested by us.
9.6 Failure to comply with this section may result in rejection of the claim, except to the extent otherwise required by applicable law or expressly agreed by us in writing.
10. Warranty and Commercial Remedies
10.1 Subject to section 9 and applicable law, a valid B2B defect or non-conformity claim will be addressed in accordance with our Warranty, Defects & Claims Policy, as modified by these Terms and any written commercial agreement.
10.2 For a Business Customer, the remedy may be limited, at our discretion and subject to applicable law, to one or more of the following:
- repair;
- replacement;
- replacement with a substantially similar item;
- partial credit;
- store credit;
- refund of the affected goods only.
10.3 We may require return of the affected goods, inspection evidence, batch details, destruction confirmation or other reasonable compliance steps before any remedy is finalized.
10.4 No Business Customer remedy includes indirect loss, loss of profit, loss of resale opportunity, loss of client relationship, reputational loss or consequential loss, to the fullest extent permitted by applicable law.
11. Returns and Exchanges
11.1 Returns and exchanges for B2B transactions are not accepted unless:
- the goods are materially defective;
- the goods are materially different from what was accepted by us in writing;
- the return is expressly approved by us in writing;
- applicable law requires otherwise.
11.2 Change-of-mind returns, over-ordering, slow-moving stock returns, commercial preference returns and resale-difficulty returns are not accepted unless expressly agreed by us in writing.
11.3 Where a return is approved, the goods must be returned strictly in accordance with the return instructions issued by us.
12. Made-to-Order, Special Sourcing and Allocation Supply
12.1 Made-to-order, specially sourced, allocation-based, production-linked, customized, private-label or limited-run commercial supply may be subject to additional restrictions on cancellation, amendment, return, exchange and refund.
12.2 Such transactions may require longer lead times, staged fulfilment, batch allocation, design approval, sample approval, material approval or production confirmation before supply.
12.3 Once production, sourcing, customization or allocation has commenced, cancellation may be refused and any approved cancellation may be subject to deduction of non-recoverable costs, to the extent permitted by applicable law.
13. Resale and Channel Conduct
13.1 A Business Customer must not misrepresent KANG SEORYUN™, any Product or any associated label, campaign, editorial feature or commercial arrangement.
13.2 A Business Customer must not remove, alter or conceal branding, origin information, product identifiers, care information, warnings or rights notices unless expressly permitted by us in writing.
13.3 We may impose channel restrictions, resale restrictions, platform restrictions, territory restrictions, listing restrictions or presentation guidelines where reasonably necessary to protect brand integrity, legal compliance, product quality or commercial positioning.
13.4 No Business Customer may claim to be an official representative, exclusive distributor, manufacturer, licensed partner or regional office of KANG SEORYUN™ unless expressly authorized by us in writing.
14. Intellectual Property and Marketing Use
14.1 All intellectual property rights in and to the Products, packaging, brand assets, marks, campaign materials, visuals, editorials, product descriptions and associated materials remain owned by or licensed to KANG SEORYUN™ or the relevant rights holder.
14.2 No licence is granted to use any mark, campaign asset, editorial image, product photograph, descriptive copy, catalog material or branded content except to the extent expressly permitted by us in writing.
14.3 Any approved use of our brand assets or product materials must comply with any brand, marketing, listing or resale guidance issued by us from time to time.
15. Confidentiality
15.1 A Business Customer must keep confidential any non-public pricing, trade terms, product plans, allocation information, supply arrangements, launch schedules, commercial discussions or other confidential information disclosed by us in connection with a B2B relationship.
15.2 Confidential information must not be disclosed to any third party except where required by law or with our prior written consent.
16. Suspension, Termination and Refusal of Further Supply
16.1 We may suspend, limit, terminate or refuse further supply to any Business Customer at any time where there is:
- non-payment;
- late payment;
- misuse of trade pricing;
- breach of confidentiality;
- breach of these Terms;
- fraud or abuse;
- reputational risk;
- legal or compliance concern;
- unauthorized resale conduct;
- operational or commercial restructuring.
16.2 Termination of a B2B relationship does not extinguish accrued payment obligations, confidentiality obligations, rights claims or any clause intended by its nature to survive termination.
17. Limitation of Liability
17.1 To the fullest extent permitted by applicable law, we are not liable to a Business Customer for any indirect, incidental, consequential, special, exemplary, punitive, reputational, goodwill, data-loss, business-interruption, opportunity-loss or profit-loss damage arising out of or in connection with any B2B transaction.
17.2 To the fullest extent permitted by applicable law, our total aggregate liability arising out of or in connection with any B2B transaction shall not exceed the amount actually paid by the Business Customer to us for the specific goods or transaction directly giving rise to the claim.
18. Consumer Law Exclusion
18.1 These Terms are intended for non-consumer transactions.
18.2 If a purchaser is properly classified as a consumer under applicable law, any non-excludable consumer right or remedy will prevail to the extent required by law and these Terms will be interpreted accordingly.
19. Changes to These Terms
19.1 We may amend, revise, replace or update these Wholesale & B2B Terms from time to time by publishing the updated version on the Website or by issuing updated written commercial terms.
19.2 The version in force at the time of the relevant accepted Order or written commercial arrangement will generally apply unless a revised version is required by law or expressly stated to apply otherwise.
20. Language
20.1 If these Wholesale & B2B Terms are translated into another language, the English version shall prevail to the extent permitted by law unless another language version is expressly stated to govern.
21. Contact
21.1 For wholesale enquiries, trade account enquiries, B2B claims, stockist discussions or other commercial matters, official enquiries may be submitted through the contact form made available on the Website.