Kooduu's Authorised Dealer Policy

Dear Madam/Sir,

Nomenta Industries International BV (“Kooduu”) wants to enhance and reiterate the principles set out in its Authorised Dealer Policy (“Policy”) which you may have received previously. This Policy applies to Authorized Retailers and Authorised Distributors of Kooduu products (“Product(s)”) in the European Union, Switzerland, Norway, Lichtenstein, Iceland and the United Kingdom  and establishes a closed network of authorised dealers (“Authorised Dealers”).  Authorised Dealers consist of Authorised Retailers who mainly focus on the retail sale of the Products and Authorised Distributors who mainly focus on the wholesale of the Products.

By purchasing Products from Kooduu or an Authorised Distributor (who has been authorised by Kooduu to sell the Products to resellers) for wholesale or retail selling, you agree to adhere to the terms of this Policy. 

This Policy supplements any then-current agreement between you and Kooduu or between you and an Authorised Distributor (as applicable). Until such status is otherwise revoked by Kooduu or the Authorised Distributor who authorised you, you shall be considered an “Authorized Retailer” or “Authorised Distributor” (as applicable). 

Authorised Distributors have the right to select and authorise resellers based on the terms of this Policy. Authorised Distributors are obliged to share this Policy with their direct customers who want to buy the Products from them for retail sale and can only sell the Products if such retailers accept the terms of this Policy. Before accepting the order of any new Authorised Retailer, Authorised Distributors have to provide the entity name and address of any new Authorised Retailer to Kooduu.

Kooduu may review your activities for compliance with this Policy, and you agree to cooperate with any such investigation, including, but not limited to, permitting inspection of your facilities and records related to the sale of the Products in a legally permitted way.

The purpose of these conditions is to offer protection to you and other Authorized Dealers from companies who sell the Products in a brand damaging way which can have a detrimental impact on the luxurious and high technical standards of the Products.

 

Quality conditions

Kooduu expects the Authorized Dealers to:

1. sell the Products at their own expense and risk without creating the impression that they are part of Kooduu.
2. sell the Products exclusively to Kooduu, other Authorized Dealers and end users.
3. buy the Products exclusively from Kooduu and Authorized Dealers.
4. represent the Kooduu brand in a courteous and professional manner and refrain from conduct (including any form of marketing or advertising or displaying the Products) that could harm the Kooduu brand.
5. if sold in a brick and mortar store, store the Products in clean and otherwise appropriate as well as visually appealing environment.
6. respond to orders promptly and keep sufficient level and immediate availability of stock to satisfy reasonable demand.
7. ensure the Products are sold by professional and skilled sales staff.
8. inform customers about the Products and provide them with the required after sales service.
9. sell our products in a shop (brick and mortar store and/or website) where the appearance contributes to Kooduu's luxurious and high technical standards and progressive image.
10. strictly follow the Kooduu Brand Guidelines for website and social media, see appendix 1.
11. only sell through a website that:

12. not sell online anonymously. The full name, address, and telephone contact of the business should be clearly indicated on the Authorised Dealer’s website. The Authorised Dealer’s website must not give the appearance that they are operated by Kooduu or its affiliates.
13. only sell the Products via their website after they have offered customers the opportunity to receive professional (digital) advice (for example by email, telephone or chat).
14. notify Kooduu immediately if they ascertain that an Authorized Dealer is violating these quality conditions, without any obligation for Kooduu to take action against this Authorized Dealer. Please send an email to marketing@kooduu.com .
15. not sell the Products through third-party Internet platforms, like (not exhaustive) Amazon, eBay and Bol.com, unless Kooduu has given their explicit written consent (this includes email). Kooduu is never obliged to provide such consent and will only consider this when the Authorized Dealer complies with the minimum quality requirements set by Kooduu regarding:

 

Kooduu is entitled to withdraw the consent for sales through the platform at any time based on its sole discretion.

 

Other conditions

16. Unless explicitly stated otherwise, Kooduu's "Terms of Service" (which Kooduu is entitled to change at any time) will apply to this conditions sheet and all resulting orders/sales agreements, these can be accessed on https://www.kooduu.com/terms-of-service/.
17. Kooduu reserves the right to (unilaterally) amend quality conditions and will provide sufficient advance notice to the Authorised Dealers in case of any amendments.
18. Kooduu or the Authorised Distributor (as applicable) is entitled to immediately suspend any existing orders, if Kooduu or the Authorised Distributor finds that your actions infringe on the quality conditions. Kooduu or the Authorised Distributor will notify you of the violation and give you 14 days to remedy such violations (if remedy is possible and no irreparable harm has been created) before canceling orders.
19. Kooduu reserves the right to provide recommended and/or maximum prices for the sale of the Products; these are entirely non-binding.
20. Kooduu or the Authorised Distributor can revoke your authorisation to buy and sell the Products as an Authorised Dealer at any time in writing with a notice period of at least one month, in particular, if you repeatedly fail to comply with the conditions set out in this Policy. After cancellation you are entitled to sell the remaining stock in compliance with the conditions without profiling yourself as Authorized Dealer.
21. These conditions and all resulting orders/sales agreements are governed by Dutch law to the exclusion of the Vienna Sales Convention.
22. Disputes arising from this condition sheet and/or all resulting orders/sales agreements can exclusively be submitted to the competent judge of the Court of Noord-Holland, location Haarlem.

Many thanks for your attention. We look forward to a fruitful collaboration.

Steven Slijper    

Director Kooduu              

                              

 

Appendix 1

Guidelines for using the Kooduu brand and trademarks

Dear Kooduu partner,

You are now officially an Authorised Dealer of Kooduu. Welcome to being a promoter of the Kooduu brand and lifestyle. On our website kooduu.com you will find the B2B Kooduu Marketing Platform .

There you can download pictures and all you need for promoting and reselling Kooduu in your website, Webshop, and social media channels.  Below Kooduu summarises the main guidelines of how to use the Kooduu brand as an Authorised Dealer of Kooduu:

• You can use Kooduu pictures on your channels, but those channels should be under your own brand, store or company name. Please do not open accounts with the Kooduu name on it, as this confuses the Kooduu customers when getting in contact with our official channels.
• Please use full brand and product names when refereeing to Kooduu products in your website. For example, 'Kooduu Synergy 35" or "Kooduu Lite-up".
• Please use the Kooduu logo on a product page, but not on your homepage. Again, it must be clear to the end consumer that you are a distributor or a reseller, instead of the actual brand or manufacturer.  This helps us keep in better control of our brand and customer communications and service and avoids misleading consumers.
• You can use your creativity and write your own product descriptions, but please make sure to double check all features and functionalities are the right ones. You may use the official Kooduu content as inspiration.
• You can also use the Kooduu brand, images and copy in your email campaigns for selling Kooduu products. For example: 'New Kooduu Lite-up available in the [your brand name here] web shop' or 'The ultimate Christmas gift Kooduu Synergy'.
• You can use the hashtag #kooduu in your social media content.
• You can repast and share official Kooduu social media content.
• You can also create your own hashtags, like #KooduuDenmark #KooduuES.

There's just one Kooduu official website - and the same is true for social media channels.  Please help use reduce possible confusion.  This is how you can help protect the Kooduu brand:

• Please do not use "Kooduu in your website url. Your url should be your brand and not ours.
• Same applies to Kooduu product names. Please refrain from using any Kooduu product titles in the url of your website.  This means do not use something like:  www.kooduu-synergy.com or www.lite-up-play.com.
• Your homepage should contain your brand and your logo. Please refrain from using a homepage that looks like the official Kooduu website. This means, please do not use large Kooduu logo's or the exact same copy like the one in the official Kooduu homepage.
• Please do not translate the Kooduu payoff.
• Please do not open email addresses that may look like they are from the official Kooduu brand. This means, please do not use something like: info@kooduu-holland.nl or kooduu@gmail.com.
• Please do not use Kooduu or any name reference as a sender in email campaigns, for example 'from: Kooduu Netherlands' or 'from: Kooduu Webshop Deutschland'.
• You can sell Kooduu products in your brick and mortar shop(s), your webshop and social channels under you own brand, but not on marketplaces as Amazon, eBay, Bol, etc. this means also online local marketplaces.
• Please refrain from re-selling Kooduu products on any online marketplace.
• Please do not use the Kooduu brand name or logo in your social media channels. This means, do not use the Kooduu logo as a profile picture or a account/profile name containing the Kooduu name.  This means, do not use something like Kooduu_Denmark, for example.

By placing a Kooduu order you agree that you will follow and respect these guidelines.

Thanks for helping Kooduu protect the Kooduu brand. Kooduu is happy to have you as part of the Authorised Dealer network that benefits from a strong and unified brand name and channels.

To your and our success,

The Kooduu Team