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Buyer Terms of Service

Effective as of June 15, 2023.

1. Overview

Thank you for your interest in becoming a Buyer on the Wonder Industries wholesale online showroom, accessible through its websites (collectively, the "Site") and mobile applications (collectively, the "Application") (together, the "Services"). Throughout these Buyer Terms of Service ("Buyer Terms"), the terms "Wonder Industries," "us," and/or "we" refer to Wonder Industries Limited, companies house number 12845711, located at 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ. The terms "you" and/or "your" refer to you as a user of the Services as a Buyer. These Terms, along with Wonder Industries' General Terms of Service (the "General Terms") and Privacy Policy, govern your purchase of goods as a Buyer through the Services. These Buyer Terms references and link to various Wonder Industries policies that provide additional details regarding the Services, and such policies are incorporated herein by reference and are to be treated as part of these Buyer Terms. By confirming the Buyer Terms when registering, you agree to be bound by these Buyer Terms. Capitalized terms used herein but not defined shall have the meanings given to them in the General Terms. Throughout these Buyer Terms, the word "include" or "including" means "including, but not limited to".

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

1. "Seller" means a seller who offers to sell and/or sells its goods to Buyers through the Services.

2. "Buyer" means a buyer who purchases goods through the Services for the purpose of reuse or resale.

3. Account Registration

Buyer Account. To purchase goods through the Services as a Buyer, you must register, create a Buyer account and be approved by Wonder Industries ("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 Buyer Terms, including in the event that you are selling products on other platforms other than Wonder Industries (as further set forth in these Buyer Terms).

Qualifications. To qualify for a Buyer Account, Buyers must have a registered business entity that is operational and is not under the procedure of liquidation.

4. Product and Content Compliance

You acknowledge and agree that Wonder Industries is not required to determine whether the products sold on the Services, or any Content related thereto: (i) abide by Wonder Industries' Product Guidelines and/or are not prohibited under Wonder Industries' 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 Seller'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 Sellers 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 Wonder Industries from any liability with respect thereto, and agree to indemnify, defend and hold Wonder Industries harmless for any claims as set forth in the Indemnification section below.

5. Orders

1. Minimum Order Quantity. Sellers may specify a minimum amount a Buyer must purchase before a Seller is willing to sell to a Buyer (an "MOQ"). This amount is set by each Seller and may vary between Sellers. Sellers have the option to set a different Minimum Order Quantity for the first orders and reorders you place with them.

2. Right to Refuse. You acknowledge and agree that Sellers may refuse to complete your purchase and Wonder Industries may cancel a purchase for any reason.

3. Inventory. Wonder Industries will encourage Sellers to have sufficient inventory to sell goods to Buyers. However, you acknowledge and agree that Wonder Industries does not guarantee a Seller's inventory or that there will be enough product to sell to you.

4. Samples and Swatches. Sellers may sell samples or swatches. Please note that in the event you purchase samples or swatches, they are non-returnable and non-refundable.

5. No Circumvention. You acknowledge and agree that you will place all orders for a Seller's product through the Services for any Seller that you are first introduced to through the Services. You acknowledge and agree that you will not influence Sellers, or otherwise circumvent Wonder Industries' process or the Services, by transacting orders with Sellers 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 Buyer Account and your ability to purchase products on Wonder Industries in the future.

6. Shipping Address and Drop Shipping. You agree to provide a valid, physical address to receive any product that you order through the Services. Wonder Industries does not offer drop shipping to customers of Buyers. Buyers are also not allowed to forward purchased products to overseas locations, whether through mail forwarding services or otherwise.

7. Taxes. To the extent of transactions entered into by you with Sellers on the Wonder Industries platform, Sellers will calculate the tax (generally, VAT or GST) payable and include this on the order invoice. You acknowledge that you are liable and required to pay to the Seller any taxes so calculated and agree to assume liability for payment for the full amount of the order invoice including any taxes calculated by Sellers. You hereby release Wonder Industries with respect thereto, and agree to indemnify, defend and hold Wonder Industries harmless against any and all such (withholding or other) taxes, contributions, penalties and/or interest. All Wonder Industries fees are exclusive of VAT unless otherwise indicated. UK VAT will be levied at the standard rate (2023: 20%) on fees issued by Wonder Industries to the extent required by local and European law. If no UK 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.

6. Payment

1. Payment Methods. To make a purchase, you must use an approved payment method (such as a credit or debit card but excluding pre-paid cards) with your Buyer Account. Approved payment methods may vary by region. By submitting payment details in conjunction with registering for a 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 authorize any Seller, Wonder Industries, 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 Wonder Industries, and/or (where applicable) to credit that payment method and/or to make any adjustments if necessary. Wonder Industries reserves the right to correct any errors in pricing. We will ensure that your default payment method on file in your Buyer Account is charged for amounts due from you. If this fails, any other payment method you have included in your Buyer Account may be charged.

2. Payment Processors. Third-party service providers may be used for payment card acquiring, fraud alerts, payment processing and the disbursement of funds to Sellers from which you make purchases. You acknowledge and agree that Wonder Industries may share information about you with such payment processors in order to complete any transaction.

3. Conclusion of Order Contracts. In relation to the conclusion through the Wonder Industries platform of any contract for the purchase of goods by you from a Seller (a "Contract"), Wonder Industries may be appointed and authorised by the Seller to process such orders and provide certain services on Seller's behalf. Wonder Industries does not act as agent for you in relation to the negotiation or conclusion of, or any payment made under, any Contract.

4. Failure to Make Payment & Membership Plan. You acknowledge and agree that if you fail to make payment under these Terms, Wonder Industries may:

i. on behalf of the relevant Sellers, cancel or suspend any Contracts;

ii. temporarily suspend or permanently terminate your Buyer Account;

Wonder Industries 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.

7. Shipping Costs and Lead Times

1. Shipping Costs. 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.

2. Lead Times. You acknowledge that lead times vary on how long it takes for a Seller to ship a product. Average lead times are displayed on the Seller's page. 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 Buyer Account.

9. Wonder Industries Chat

Buyers and Sellers may contact each other directly through Wonder Industries Chat on the Services. You agree to use Wonder Industries Сhat only for legitimate business purposes, such as asking questions about a Seller's products, the status of an order, or to resolve business issues. You agree to not abuse Wonder Industries Chat, 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 Wonder Industries directly.

10. Product Content

Limited License. Wonder Industries displays various Content related to the products, including photographs, product descriptions, Seller 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 Wonder Industries is not responsible, nor shall Wonder Industries be held liable, for any Content, and Wonder Industries 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.

11. Membership Plan – Auto Renewal Paid Subscription

1. Membership Plan. Wonder Industries offers Buyers a paid subscription, called "Membership," (the "Paid Subscription Plan"), which gives Buyers access to certain features on the Services not offered after the free period. Buyers who enrol in the Paid Subscription Plan are called "Members."

2. Qualifications & Features. Members are eligible for various access features depending on the selected membership plan. Actual features may vary and may be modified or amended from time to time in Wonder Industries' discretion.

3. Cost. The cost of the Paid Subscription plan will be explicitly stated (the "Membership Fee") and shown exclusive of VAT, GST or similar taxes. Membership is active as soon as a Member enrols and pays the cost of the selected Paid Subscription plan. The Membership Fee and any orders you purchase are accounted separately. That means that the Subscription Fee does not impact your credit limit and is not subject to any financing terms. In addition, because the accounts are separate, you may not apply any credit to payment of your Subscription Fee.

4. Auto-Enrolment. When you sign up for a Paid Subscription Plan, you will receive a confirmation email of your enrolment. You will automatically be charged the Membership Fee for the subsequent month, unless you cancel the Paid Subscription Plan, which you can do at any time prior to the next billing cycle. Wonder Industries will use the payment method that you have provided or you will be asked to provide one if none exists. All fees are non-refundable and non-transferable except as expressly provided herein. All fees and applicable taxes, if any, are payable in Euro or applicable local currency as determined by Wonder Industries.

5. By submitting payment details in conjunction with enrolling in the Paid Subscription Plan, you agree to pay for the services purchased, and any applicable taxes and other fees that may accrue, and authorize Wonder Industries and/or its credit card affiliates to charge the credit card with the information you have supplied to Wonder Industries, and/or to credit the credit card to make any adjustments if necessary. Wonder Industries reserves the right to correct any errors in pricing and the right to refuse any order.

6. The Paid Subscription Plan is billed or charged on the first day of the applicable subscription period. Except as stated herein, Wonder Industries reserves the right to change the Paid Subscription Plan or modify pricing for services and/or features at any time in its sole discretion. Unless we notify you in writing at least 10 days prior to the end of your current term that your Paid Subscription Plan fee will increase, such renewal will be at the same subscription fee as when you first subscribed, plus any applicable taxes.

7. You can always opt out of or cancel the auto-renewal of the Paid Subscription Plan at any time by contacting us. If you cancel your Paid Subscription Plan, you may use your subscription until the end of the term, and it will not be renewed once it expires. Wonder Industries reserves the right to remove you from the Paid Subscription Plan in the event that you become ineligible, including due to late payments, high rates of return and other factors, as reasonably determined by Wonder Industries in its sole discretion.

12. Disputes

For any disputes regarding an order or product from a Seller, you agree to try to informally resolve the dispute directly with the Seller using Wonder Industries Chat. If you are not able to resolve the dispute, you may contact Wonder Industries to help resolve the issue. Wonder Industries will use good faith efforts to assist you and the applicable Seller in resolving such a dispute.

13. Indemnity

You are responsible for any loss or damage caused to third parties in connection with these 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 Wonder Industries, 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 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.

14. Liability

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 WONDER INDUSTRIES 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 WONDER INDUSTRIES 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 WONDER INDUSTRIES'S 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 WONDER INDUSTRIES AND YOU.

15. Termination

If you breach any of these Buyer Terms, Wonder Industries will have the right to temporarily suspend or permanently terminate your Buyer Account, these Buyer Terms and/or the General Terms in its sole discretion and without prior notice to you. Wonder Industries reserves the right to revoke your access to and use of the Services at any time, with or without cause. In the event Wonder Industries terminates these Buyer Terms, your 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 Wonder Industries at any time by contacting us or as otherwise indicated in your Buyer Account portal. Wonder Industries will close your Buyer Account once there has been an accounting of all monies due and owing.

16. Controlling law and jurisdiction

These Terms and any agreement to which these Terms apply shall be governed by English law and shall be subject to the exclusive jurisdiction of the English Courts, without regard to conflict of laws rules. For any dispute under this Agreement, any claim (including, but not limited to any claim for injunctive or monetary relief) will be brought only in English Courts, and neither You nor Wonder Industries will object to the exercise of personal jurisdiction by such court.