Hokuō® B2B Terms & Conditions
These B2B Terms & Conditions ("Terms") govern all business-to-business purchases, quotations, orders, deliveries, account applications and commercial relationships between Tokumarosou ApS, trading as Hokuō® ("Hokuō®", "we", "us" or "our"), and any business customer ("Customer", "you" or "your").
By applying for a B2B account, placing an order, accepting a quotation, receiving goods or otherwise engaging in a commercial relationship with Hokuō®, you acknowledge and agree to these Terms.
These Terms apply exclusively to business-to-business transactions and do not apply to consumer purchases.
1. Company Information
Tokumarosou ApS
CVR/VAT: DK40285458
Grønlundvej 3
6650 Brørup
Denmark
Email: info@hokuo.pet
2. Eligibility & Account Approval
Hokuō® sells exclusively to approved business customers.
Approval of a B2B account is granted solely at the discretion of Hokuō® and may be approved, refused, restricted, suspended or revoked at any time.
Approval does not create any right to future purchases, distribution rights, territory rights, pricing, product access or commercial opportunities.
Customers must provide accurate and complete information at all times. Hokuō® reserves the right to verify business information, VAT registrations, ownership structures, websites, sales channels, physical locations and other information relevant to the business relationship.
Failure to provide accurate information, failure to cooperate with verification requests or any misrepresentation may result in suspension, restriction or termination of the business relationship.
3. Retailers, Online Retailers, Wholesalers & Distributors
Approval as a B2B customer does not grant distributor, wholesaler, exclusive, territorial or sub-distribution rights.
Retailers, veterinary clinics, groomers, breeders and approved online retailers may purchase products for resale through approved channels subject to these Terms.
Distributor, wholesale, exclusive, territorial or sub-distribution rights require a separate written agreement signed by Hokuō®.
4. Orders & Acceptance
All orders are subject to acceptance by Hokuō®.
Submission of an order does not constitute acceptance by Hokuō®.
Hokuō® reserves the right to accept, reject, postpone, split, limit, allocate or cancel any order at its sole discretion and without liability.
Hokuō® may allocate inventory, restrict quantities and prioritize customers at its sole discretion, including but not limited to limited editions, seasonal products, launches and products subject to supply constraints.
No compensation shall be payable if an order is rejected, reduced, delayed, split, allocated or cancelled.
5. Product Access & Availability
Hokuō® reserves the right to restrict access to specific products, launches, campaigns, limited editions, seasonal products or promotional products based on customer type, territory, sales channel, account status, allocation or commercial considerations.
Access to a product at one point in time does not create any future right or expectation to purchase that product again.
Hokuō® may discontinue, modify or replace any product, recipe, formulation, ingredient, flavour, packaging, size, assortment or promotion at any time and without liability.
6. Pricing & Commercial Terms
All prices, discounts, rebates, promotions, payment terms, credit terms, allocations and commercial arrangements are confidential and may not be disclosed to third parties.
Hokuō® reserves the right to modify prices, freight charges, minimum order values, minimum order quantities, assortments, specifications, packaging, formulations and commercial terms at any time.
Minimum order values and purchasing requirements may vary by customer type, country, territory, account history, sales channel or other commercial factors determined by Hokuō®.
7. Payment Terms
Unless otherwise agreed in writing, all orders must be paid in full prior to shipment.
Payment terms, credit facilities, deposits, guarantees and other security requirements are granted solely at the discretion of Hokuō® and may be modified or withdrawn at any time.
Hokuō® may require prepayment, deposits, guarantees or other security at any time.
Failure to provide requested security may result in suspension, delay, rejection or cancellation of orders.
Customers may not withhold, deduct, offset or set off payments without prior written approval from Hokuō®.
8. Late Payment
Late payments may result in statutory interest, reminder fees, collection costs, suspension of deliveries, withdrawal of credit facilities and future prepayment requirements.
Hokuō® reserves the right to immediately suspend deliveries, reject orders or terminate commercial terms where payment obligations are not met.
Hokuō® may suspend deliveries where it reasonably believes payment may be at risk.
9. Delivery & Logistics
Hokuō® determines the carrier, shipping method and routing unless otherwise agreed in writing.
Hokuō® may use carriers including, but not limited to, DSV, GLS, FedEx, Danske Fragtmænd, DHL, UPS or other logistics providers.
Customers may collect goods themselves where agreed.
Hokuō® reserves the right to require customer collection where no commercially reasonable shipping solution is available.
Delivery dates are estimates only and are not guaranteed.
Hokuō® shall not be liable for delays caused by carriers, customs authorities, suppliers or circumstances beyond its reasonable control.
10. Risk & Retention of Title
Risk in the goods transfers to the Customer when the goods are handed over to the carrier.
Ownership of all goods remains with Hokuō® until full payment has been received.
Until full payment has been received, the Customer shall not pledge, assign or otherwise dispose of the goods in a manner inconsistent with Hokuō®'s ownership rights.
11. Inspection & Claims
Transport damage must be reported within 24 hours of delivery.
Incorrect products, shortages, missing items or other delivery discrepancies must be reported within 48 hours of delivery.
Claims submitted after these deadlines may be rejected and the delivery shall be deemed accepted and complete.
12. Returns
All sales are final.
Products may not be returned, exchanged, credited, refunded, rotated or repurchased unless required by applicable law or expressly approved in writing by Hokuō®.
13. Marketplace & Sales Channel Restrictions
Hokuō® products may not be sold, marketed, listed or distributed through third-party marketplaces or sales channels without prior written approval from Hokuō®.
This includes, but is not limited to, Amazon, Temu, Fruugo, eBay, Kaufland Marketplace, Fyndiq, Bol, TikTok Shop, Facebook Shop, Instagram Shop, dropshipping platforms and similar services.
Approval for one sales channel does not constitute approval for any other sales channel.
Hokuō® reserves the right to withdraw marketplace or sales channel approval at any time.
14. Territory Restrictions
Customers may only market, distribute and sell Hokuō® products within territories approved by Hokuō®.
Cross-border sales, exports, redistribution, sub-distribution and sales outside approved territories require prior written approval from Hokuō®.
Hokuō® reserves the right to modify territorial permissions at any time.
15. Intellectual Property
All trademarks, copyrights, trade names, product names, logos, photographs, videos, graphics, designs, packaging concepts, product descriptions, marketing materials, website content and other intellectual property associated with Hokuō® remain the exclusive property of Tokumarosou ApS.
No rights are granted except as expressly stated in these Terms.
Customers may not register, acquire or attempt to acquire any trademark, domain name, company name, social media account, marketplace account or other identifier containing "Hokuō", "Hokuo" or any confusingly similar variation.
16. Use of Images, Content & Marketing Materials
Customers may use official Hokuō® content supplied by Hokuō® solely for the purpose of marketing and selling genuine Hokuō® products.
Customers may not modify, alter, edit, crop, manipulate, recreate, enhance, redesign or otherwise change Hokuō® content without prior written approval.
Customers may not add text overlays, logos, promotional graphics, watermarks or other elements to Hokuō® content without prior written approval.
Customers may not recreate Hokuō® photography, product renders, graphics or marketing materials.
Hokuō® reserves the right to revoke permission to use any content at any time.
17. Artificial Intelligence & Machine Learning
Customers may not use Hokuō® images, videos, graphics, text, product descriptions, marketing materials, brand assets or other content for artificial intelligence training, machine learning, generative AI systems, synthetic content creation or similar technologies without prior written approval from Hokuō®.
Customers may not create AI-generated versions, derivatives, recreations, adaptations or simulations of Hokuō® content, products, packaging or brand assets.
Customers may not use Hokuō® content as prompts, training material, reference material or source material for AI-generated content without prior written approval.
18. Product Claims & Marketing Statements
Customers may only use product claims, descriptions and marketing statements supplied or approved by Hokuō®.
Medical, veterinary, therapeutic, disease-treatment, preventative or other unapproved claims are strictly prohibited.
Customers are solely responsible for any unauthorized claims they make.
Hokuō® may require immediate removal or correction of any unauthorized claims.
19. Product Presentation & Brand Standards
Customers shall present Hokuō® products professionally and accurately.
Products must remain in original packaging and may not be altered, relabelled, repackaged or presented in a manner that may damage the reputation of Hokuō®.
Customers may not use misleading descriptions, misleading photography, misleading pricing communications or misleading comparisons.
Hokuō® may require correction or removal of non-compliant product presentations.
20. Product Integrity & Storage
Customers may not sell expired products, damaged products, products with altered labels, products with damaged packaging or products stored contrary to Hokuō® recommendations.
Customers may not remove batch numbers, traceability information, expiry information or other product identifiers.
Hokuō® reserves the right to require immediate withdrawal of products from sale where product integrity, safety, traceability or brand reputation may be compromised.
21. Private Label, Repackaging & Relabelling
Customers may not repackage, relabel, white-label, private-label, rebrand or otherwise present Hokuō® products as products originating from another company.
Customers may not remove Hokuō® packaging, labels or branding.
Customers may not incorporate Hokuō® products into another branded product, bundle or commercial offering without prior written approval.
22. Reverse Engineering & Product Copying
Customers may not copy, replicate, reverse engineer, recreate, imitate or develop competing products based on Hokuō® products, concepts, formulations, packaging, supplier relationships, manufacturing relationships, commercial know-how, content or confidential information.
This restriction continues after termination of the business relationship.
23. Confidentiality
Wholesale pricing, distributor pricing, discounts, rebates, payment terms, commercial arrangements, product development, launch plans, supplier information, manufacturing information, business strategy and other non-public information shall be treated as confidential.
Customers may not disclose, share, copy, reproduce or use confidential information except as necessary for the approved business relationship.
Confidentiality obligations survive termination of the business relationship indefinitely or for the maximum period permitted by law.
24. Compliance Monitoring
Hokuō® reserves the right to monitor and verify compliance with these Terms, including marketplace restrictions, territory restrictions, product presentation requirements, brand standards, trademark usage and sales channel restrictions.
Customers shall reasonably cooperate with compliance requests and provide information, screenshots, links, documentation or other materials requested by Hokuō®.
Failure to cooperate may constitute a material breach of these Terms.
25. Account Reviews & Business Information
Hokuō® may request updated business information at any time, including but not limited to VAT registration details, ownership information, websites, sales channels, delivery addresses and contact information.
Customers shall promptly notify Hokuō® of material changes to ownership, control, structure or business operations.
26. Assignment & Transfer
B2B accounts, purchasing rights and commercial relationships are personal to the approved legal entity.
Customers may not assign, transfer, sublicense, sell or otherwise transfer rights arising from the business relationship without prior written approval from Hokuō®.
Hokuō® may require a new approval process following a change of ownership, merger, acquisition or restructuring.
27. Brand Protection & Reputation
Hokuō® reserves the right to require immediate removal of products, content, advertisements, listings, marketing materials or brand references where continued use may reasonably damage the reputation, goodwill or commercial interests of Hokuō®.
Customers shall comply with such requests within the timeframe specified by Hokuō®.
28. Reviews & Public Representations
Customers may not create, purchase, manipulate or publish false, misleading or deceptive reviews, testimonials, ratings or endorsements relating to Hokuō® products or the Hokuō® brand.
Customers may not impersonate Hokuō® or represent themselves as Hokuō®.
29. Suspension & Termination
Hokuō® may suspend, restrict or terminate any account, order, commercial relationship, pricing arrangement, territory access, product access or purchasing right at its sole discretion and without liability.
Hokuō® shall not be required to provide a reason for such decisions.
No compensation, damages, loss of profits, loss of business, loss of goodwill or similar claims shall arise from suspension, restriction or termination.
30. Removal of Content Following Termination
Upon termination, suspension or expiration of the business relationship, Hokuō® may require immediate removal of product listings, website content, product descriptions, product images, videos, advertisements, social media content, marketing materials, logos, trademarks and references to being an authorized retailer, partner, wholesaler or distributor.
Customers shall comply within the timeframe specified by Hokuō®.
31. Refusal of Business Relationships
Hokuō® reserves the right to refuse, suspend or terminate relationships with businesses engaged in fraud, deceptive practices, intellectual property infringement, counterfeit activity, animal welfare violations, criminal activity, unethical conduct or conduct that may reasonably damage the reputation of Hokuō®.
32. Additional Costs & Charges
Customers are responsible for costs arising from incorrect information, refused deliveries, failed deliveries, missed collections, address errors, re-delivery requests, storage requirements, shipment modifications or similar circumstances caused by the Customer.
Hokuō® reserves the right to charge reasonable costs incurred as a result.
33. Force Majeure
Hokuō® shall not be liable for delays, shortages, interruptions or failures caused by circumstances beyond its reasonable control.
This includes, but is not limited to, supplier failures, raw material shortages, production interruptions, transport disruptions, customs delays, labour disputes, energy shortages, cyber incidents, government actions, pandemics, epidemics, war, terrorism, civil unrest, natural disasters and similar events.
34. Limitation of Liability
To the maximum extent permitted by law, Hokuō® shall not be liable for indirect, incidental, special, punitive or consequential losses.
This includes, but is not limited to, loss of profits, loss of revenue, loss of customers, loss of business, loss of goodwill, business interruption or loss of opportunity.
To the extent permitted by law, Hokuō®'s total liability arising from any claim shall not exceed the value of the products giving rise to the claim.
35. Injunctive Relief & Enforcement
Customers acknowledge that breaches relating to intellectual property, confidentiality, trademarks, marketplace restrictions, territory restrictions, brand misuse or product copying may cause irreparable harm to Hokuō®.
Hokuō® reserves the right to seek injunctive relief, court orders and other equitable remedies in addition to any damages or other remedies available under applicable law.
36. Future Policies & Guidelines
These Terms incorporate any policies, guidelines, standards or requirements published or provided by Hokuō® from time to time.
This includes, but is not limited to:
- Brand Guidelines
- Marketplace Policies
- Content Usage Policies
- Distributor Policies
- Payment & Credit Policies
- Shipping Policies
- Retail Presentation Standards
- Product Claim Policies
Customers agree to comply with such policies as updated from time to time.
37. Amendments
Hokuō® reserves the right to amend these Terms at any time.
Continued use of a B2B account, continued ordering or continued business activity following publication of updated Terms constitutes acceptance of the updated Terms.
38. Governing Law & Jurisdiction
These Terms shall be governed by and construed in accordance with the laws of Denmark.
Any dispute arising out of or relating to these Terms or the business relationship between the parties shall be subject to the exclusive jurisdiction of the Danish courts.
39. Language
The English version of these Terms is the governing version.
Any translations are provided for convenience only. In the event of any inconsistency or conflict between translations, the English version shall prevail.
40. Contact
Questions regarding these Terms may be directed to:
Tokumarosou ApS
Email: info@hokuo.pet
