Wholesale Terms & Conditions

These Wholesale Terms & Conditions (“Wholesale Terms”) apply to business-to-business purchases of Social Wipeout — The Party Card Game and any other products supplied by Social Wipeout on a wholesale basis.

By placing or confirming a Wholesale Order, the Wholesale Customer confirms that it is acting for business or professional purposes and agrees to these Wholesale Terms.

These Wholesale Terms do not apply to purchases made by consumers for personal use.

1. Supplier

Wholesale Products are supplied under the trading name:

Social Wipeout
Crooswijkseweg 108
3034 HP Rotterdam
The Netherlands
Email: socialwipeout.business@gmail.com
Website: socialwipeout.com

Legal entity: [TO BE COMPLETED BEFORE LAUNCH]
KvK number: [TO BE COMPLETED BEFORE LAUNCH]
VAT number: [TO BE COMPLETED BEFORE LAUNCH, IF APPLICABLE]

2. Wholesale Customers

Wholesale purchasing is available only to businesses, retailers, distributors and other professional commercial customers approved by Social Wipeout.

We may request reasonable business information before approving a Wholesale Customer, including:

• legal business name;
• registration details;
• VAT or tax information;
• business address;
• website;
• social-media accounts;
• intended sales channels;
• destination market; and
• expected order quantity.

Submitting a wholesale enquiry does not guarantee approval.

Social Wipeout reserves the right to accept or reject wholesale applications on legitimate commercial, compliance, brand-protection or operational grounds.

3. Minimum Order Quantity

The standard minimum Wholesale Order is:

200 units per order.

Social Wipeout may agree to a different minimum quantity in writing for a particular transaction, promotion, territory or commercial arrangement.

Unless expressly agreed otherwise, the standard MOQ remains 200 units.

4. Wholesale Pricing

Wholesale pricing is based on order quantity and may also take into account destination, production requirements, shipping arrangements and other relevant commercial factors.

Wholesale prices are provided individually through a quotation or other written commercial offer.

Different quantities may therefore receive different per-unit prices.

Prices displayed to ordinary consumers on socialwipeout.com do not constitute wholesale prices.

5. Quotations

A wholesale quotation may specify:

• Product;
• quantity;
• unit price;
• total Product price;
• applicable taxes;
• shipping costs;
• customs arrangements;
• estimated production or fulfilment schedule;
• payment terms;
• quotation validity period; and
• any transaction-specific conditions.

A quotation does not reserve stock or production capacity indefinitely unless expressly stated.

6. Recommended Retail Price

Social Wipeout may communicate a Recommended Retail Price (“RRP”).

Any RRP is a recommendation only unless applicable law expressly permits otherwise.

Independent retailers remain responsible for determining their own resale prices in accordance with applicable competition law.

Nothing in these Wholesale Terms is intended to unlawfully impose a fixed or minimum resale price.

7. Orders

A Wholesale Order becomes binding when accepted by Social Wipeout in accordance with the applicable quotation, invoice, order confirmation or other written agreement.

Submitting an enquiry or requesting a quotation does not itself create an obligation for Social Wipeout to supply Products.

We may refuse an order before acceptance where there is a legitimate commercial, legal, compliance, availability or operational reason.

8. Payment

Unless Social Wipeout expressly agrees otherwise in writing:

100% of the Wholesale Order amount must be paid before production, allocation or fulfilment begins.

Social Wipeout is not required to manufacture, reserve, release or dispatch Products before cleared payment has been received.

Any alternative credit or payment terms must be expressly agreed in writing.

9. Late or Failed Payment

Where alternative payment terms have been expressly granted and payment becomes overdue, Social Wipeout may exercise any rights available under the contract and applicable B2B law.

Where legally permitted, this may include:

• suspending further deliveries;
• withholding new orders;
• charging applicable statutory or agreed commercial interest;
• recovering legally recoverable collection costs; or
• terminating affected commercial arrangements.

10. Order Cancellation

A Wholesale Customer should request cancellation as soon as possible.

A Wholesale Order may generally be cancelled without production-related consequences before it enters production, allocation or fulfilment, subject to any transaction-specific agreement.

Once production, allocation, custom preparation or fulfilment has started, cancellation is not guaranteed.

Where Social Wipeout has already incurred reasonable, non-recoverable costs in reliance on an accepted order, those costs may be retained or charged to the extent permitted by applicable law and the relevant agreement.

If an order has already been dispatched, cancellation may no longer be operationally possible.

11. No Consumer Cooling-Off Right

Wholesale Orders are B2B transactions.

The EU/EEA consumer 14-day right of withdrawal described elsewhere on socialwipeout.com does not apply to a genuine Wholesale Customer purchasing Products for business or professional purposes.

Accordingly, Wholesale Customers do not have an automatic 14-day change-of-mind return right merely because the order was placed online.

This provision does not remove rights that may apply to defective or non-conforming Products.

12. Change-of-Mind Returns

Unless Social Wipeout expressly agrees otherwise in writing:

Wholesale change-of-mind returns are not accepted.

Products will not normally be accepted for return merely because:

• they did not sell as quickly as expected;
• the retailer ordered too much stock;
• customer demand changed;
• the retailer changed its product range;
• the retailer changed its mind; or
• another commercial reason makes the stock unwanted.

This does not apply to Products that are defective, materially non-conforming or incorrectly supplied where Social Wipeout is legally or contractually responsible.

13. Pre-Orders

Social Wipeout may accept Wholesale Orders for Products that are not yet available for immediate dispatch.

Such orders may be identified as pre-orders.

Any estimated production, availability or dispatch date communicated for a pre-order is subject to the terms stated in the relevant quotation or order confirmation.

Production schedules may be affected by manufacturing, transportation, customs, quality-control or other operational circumstances.

Where a material delay occurs, the parties' rights will be determined by the relevant agreement and applicable law.

14. Production and Fulfilment

Social Wipeout Products are currently manufactured and/or fulfilled through suppliers and service providers in China.

Wholesale Orders may therefore be dispatched directly from China to the Wholesale Customer.

The exact production, fulfilment and delivery arrangement may vary by order.

15. Shipping

Shipping methods, costs and estimated delivery arrangements will be specified in the relevant quotation, invoice, order confirmation or separate written communication.

Wholesale shipping terms may differ from the consumer Shipping & Delivery Policy available on socialwipeout.com.

Estimated dates are not guaranteed unless expressly agreed as guaranteed in writing.

16. Customs, Duties, VAT and Import Charges

The allocation of:

• customs duties;
• import VAT;
• local taxes;
• customs-clearance charges;
• brokerage charges; and
• other import-related costs

will be specified or agreed for the relevant Wholesale Order where applicable.

Depending on the agreed shipping arrangement, such charges may be included in the quotation or payable separately by the Wholesale Customer.

The parties may agree applicable shipping or Incoterm arrangements separately for individual Wholesale Orders.

Wholesale Customers are responsible for understanding their own tax, resale and import obligations in their jurisdiction.

17. Delivery Inspection

Wholesale Customers should inspect delivered shipments within a reasonable period after receipt.

Any visible shipping damage, incorrect quantities, wrong Products or other apparent problems should be reported promptly to: socialwipeout.business@gmail.com

Please include the order/invoice number and reasonable evidence of the issue.

Prompt reporting helps us investigate claims with manufacturers, fulfilment providers and carriers.

Failure to report immediately does not waive rights that cannot legally be waived.

18. Damaged Products

If Products arrive materially damaged, the Wholesale Customer should provide reasonable evidence where requested. This may include:

• photographs of affected Products;
• photographs of cartons or packaging;
• photographs of shipping labels;
• quantities affected;
• batch/lot information; and
• other information reasonably necessary to investigate the claim.

Where Social Wipeout is responsible, an appropriate commercial or legal remedy will be provided.

19. Defective or Non-Conforming Products

Where Products are materially defective or fail to conform to the agreed specifications, Social Wipeout may, depending on the circumstances and applicable law:

• replace affected Products;
• supply missing components;
• provide a credit;
• provide a price adjustment;
• refund affected Products; or
• provide another appropriate remedy.

Normal minor manufacturing variations that do not materially affect functionality, safety or agreed Product characteristics will not automatically constitute defects.

20. Incorrect or Missing Products

Wholesale Customers must notify Social Wipeout if a shipment contains the wrong Product, an incorrect quantity or materially missing components.

We may verify claims against packing records, parcel weights, fulfilment records and other relevant evidence.

Where the error is attributable to Social Wipeout or a party for whom Social Wipeout is responsible, we will provide an appropriate remedy.

21. Approved Resale Channels

Wholesale Products may only be sold through sales channels approved by Social Wipeout. Approval may cover, for example:

• physical retail stores;
• the retailer's own website;
• approved online marketplaces;
• approved social-commerce platforms; or
• other specifically approved channels.

Approval of one channel does not automatically constitute approval of all other channels.

22. Online Marketplaces

Resale through third-party marketplaces or platforms, including platforms such as Amazon, eBay, bol.com, TikTok Shop or similar marketplaces, requires prior approval from Social Wipeout.

Approval may be subject to reasonable brand, quality, authenticity, product-safety and presentation requirements.

Wholesale Customers must not create marketplace listings that falsely suggest they are Social Wipeout itself or an exclusive/official distributor unless Social Wipeout has expressly authorised such representation.

23. No Automatic Exclusivity

A Wholesale Order does not grant the Wholesale Customer:

• territorial exclusivity;
• national exclusivity;
• regional exclusivity;
• marketplace exclusivity;
• channel exclusivity;
• customer exclusivity; or
• exclusive distribution rights.

Any exclusivity must be contained in a separate written agreement expressly agreed by Social Wipeout.

Payment for or acceptance of a Wholesale Order alone never creates exclusivity.

24. Distribution Agreements

Where a Wholesale Customer seeks distributor status or exclusive rights, Social Wipeout may require a separate distribution agreement. Such an agreement may establish additional terms including:

• territory;
• duration;
• minimum annual purchases;
• sales targets;
• marketing obligations;
• approved channels;
• performance requirements;
• termination rights; and
• conditions for maintaining exclusivity.

Nothing in these Wholesale Terms obligates Social Wipeout to grant distribution or exclusivity rights.

25. No Rebranding or Private Label

Unless Social Wipeout expressly agrees otherwise in a separate written agreement, Wholesale Customers may not:

• remove Social Wipeout branding;
• sell the Product under another brand;
• apply their own brand to the Product;
• replace or materially alter the packaging;
• present the Product as their own creation;
• remove copyright or trademark information; or
• otherwise private-label Social Wipeout Products.

26. Intellectual Property

All applicable intellectual-property rights in Social Wipeout remain with Social Wipeout or the relevant rights holder. This includes, where applicable:

• trademarks;
• logos;
• branding;
• artwork;
• card text;
• card designs;
• graphics;
• packaging;
• rulebook content;
• photographs;
• marketing materials;
• Website content; and
• other original creative materials.

Purchasing Products wholesale does not transfer ownership of these intellectual-property rights.

27. No Copying or Reproduction

Wholesale Customers may not reproduce, manufacture, copy, scan, digitise, translate for commercial reproduction, reverse-engineer for copying purposes or create counterfeit or substantially copied versions of Social Wipeout Products or protected creative materials.

Wholesale access must not be used to obtain Products for the purpose of creating competing counterfeit or unauthorised reproductions.

28. Marketing Materials

Social Wipeout may provide approved photographs, logos, Product descriptions or other marketing materials to Wholesale Customers.

Where provided, those materials may be used solely for legitimate promotion and resale of genuine Social Wipeout Products and subject to any instructions communicated by Social Wipeout.

The Wholesale Customer may not materially alter marketing materials in a manner that misrepresents the Product or damages the Social Wipeout brand.

29. Advertising

Wholesale Customers are responsible for ensuring that their advertising complies with applicable law. They must not make false, misleading or unauthorised claims concerning:

• Social Wipeout;
• Product safety;
• Product characteristics;
• endorsements;
• exclusivity;
• availability;
• age suitability; or
• their relationship with Social Wipeout.

30. 18+ Positioning

Social Wipeout — The Party Card Game is intended for adults aged 18+.

Wholesale Customers must not knowingly market the Product as a children's game or materially alter the age positioning provided by Social Wipeout.

Applicable Product warnings and safety information must be communicated as required by law.

31. Product Safety Information

Wholesale Customers must not remove, conceal, obscure or materially alter legally required:

• safety warnings;
• Product identification;
• manufacturer information;
• batch/lot information;
• traceability information;
• age information; or
• other mandatory Product information.

32. Product Safety Cooperation

Wholesale Customers must promptly inform Social Wipeout if they become aware of information reasonably indicating that a supplied Product may present a genuine safety risk or serious compliance issue.

Where legally required or reasonably necessary, Wholesale Customers must cooperate with appropriate corrective actions concerning affected stock.

33. Recalls and Corrective Actions

If a Product requires a legally required safety correction, withdrawal or recall, Wholesale Customers must reasonably cooperate with instructions provided by Social Wipeout or competent authorities. This may include:

• stopping sales;
• identifying affected batches;
• segregating affected stock;
• communicating required safety information;
• returning affected stock; or
• providing information reasonably necessary to trace affected Products.

Responsibility for costs will depend on the cause of the issue, contractual arrangements and applicable law.

34. Product Modification

Wholesale Customers may not modify the Product or packaging in a manner that creates a safety, compliance, authenticity or consumer-information issue.

A Wholesale Customer who independently modifies a Product assumes responsibility for obligations arising from that modification to the extent provided by applicable law.

35. Compliance in Destination Markets

Wholesale Customers must inform Social Wipeout of the intended resale country or territory when reasonably requested.

Different markets may have different language, labelling, registration, tax, packaging or product-compliance requirements.

Approval to purchase Products does not automatically mean that every Product configuration is legally suitable for resale in every country worldwide.

Where additional destination-market requirements apply, the parties should agree how those requirements will be addressed before resale.

36. Confidential Information and Pre-Release Products

Wholesale Customers may receive confidential or non-public information, particularly in connection with:

• upcoming Products;
• pre-orders;
• unreleased designs;
• pricing;
• launch plans;
• samples; or
• commercial negotiations.

Where information is identified as confidential or would reasonably be understood as confidential, it must not be disclosed or commercially misused without permission.

This does not apply to information already lawfully public or otherwise not legally confidential.

37. Samples

Samples supplied for evaluation, marketing or commercial discussions remain subject to Social Wipeout's intellectual-property rights.

A sample does not grant manufacturing, copying or reproduction rights.

Any special conditions attached to samples will apply in addition to these Wholesale Terms.

38. Counterfeit Products

Wholesale Customers may only represent genuine Products supplied through authorised channels as genuine Social Wipeout Products.

Social Wipeout reserves all available rights concerning counterfeit, pirated or unauthorised copies.

39. Resale to Other Wholesalers

Purchase as a retailer does not automatically authorise the Wholesale Customer to appoint sub-distributors or wholesale Social Wipeout Products to other resellers.

Where a Customer intends to operate as a distributor or sub-wholesaler, this should be disclosed and may require separate written approval.

40. No Agency or Partnership

A Wholesale Customer is an independent business. Nothing in these Wholesale Terms creates:

• employment;
• partnership;
• joint venture;
• franchise;
• agency; or
• authority to legally bind Social Wipeout.

A Wholesale Customer may not represent that it has authority to enter into contracts on behalf of Social Wipeout unless expressly authorised in writing.

41. Customer Service

Wholesale Customers remain responsible for their own relationships with their retail customers unless otherwise agreed.

Retailers must comply with consumer-protection obligations applicable to their own resale activities.

Nothing in these Wholesale Terms authorises a retailer to provide consumers with misleading information concerning Social Wipeout's policies or legal obligations.

42. Fraud and Abuse

Social Wipeout may investigate suspected wholesale fraud, including:

• payment fraud;
• false damage claims;
• counterfeit activity;
• unauthorised resale;
• misuse of brand assets;
• deliberately false business information; or
• attempts to obtain Products through deceptive means.

Where appropriate, Social Wipeout may suspend or terminate the commercial relationship and exercise available legal rights.

43. Suspension of Wholesale Access

Social Wipeout may suspend or withdraw wholesale approval where there are legitimate reasons, including material breach of these Wholesale Terms, fraud, counterfeit activity, serious brand misuse, repeated non-payment, unauthorised sales channels or serious Product-safety violations.

Existing contractual obligations remain subject to applicable law and the relevant agreement.

44. Force Majeure

Neither party will be liable to the extent permitted by applicable law for failure or delay caused by events genuinely beyond its reasonable control.

Such events may include severe transportation disruption, natural disasters, war, civil disturbance, governmental restrictions, major infrastructure failures, factory shutdowns, strikes, epidemics, customs restrictions or comparable events.

The affected party should take reasonable steps to mitigate the effects where possible.

45. Limitation of Liability

To the maximum extent permitted under applicable B2B law, Social Wipeout will not be liable for indirect or consequential commercial losses that are not reasonably attributable to a breach for which Social Wipeout is legally responsible. This may include, where legally excludable:

• loss of anticipated profit;
• loss of business opportunity;
• loss caused by the retailer's own pricing decisions;
• unsold inventory resulting solely from lack of customer demand;
• unauthorised resale activity;
• retailer advertising expenditure; or
• losses resulting from independent misuse or modification of the Products.

Nothing in these Wholesale Terms excludes liability that cannot lawfully be excluded.

46. Indemnity for Wholesale Customer Misconduct

To the extent permitted by applicable law, a Wholesale Customer will be responsible for losses, claims or reasonable costs arising from its own unlawful conduct, material breach of these Wholesale Terms, unauthorised Product modification, counterfeit activity, unlawful advertising or infringement of Social Wipeout's intellectual-property rights.

This provision applies only to the extent the relevant loss is legally attributable to the Wholesale Customer.

47. Termination

Either party may end an ongoing wholesale relationship in accordance with any applicable agreement and law.

Social Wipeout may terminate or suspend a relationship for a material breach that justifies termination, including serious payment default, fraud, counterfeiting, unauthorised distribution or serious misuse of intellectual property.

Termination does not automatically cancel rights or payment obligations already accrued.

48. Governing Law

Unless expressly agreed otherwise in writing, Wholesale Orders and these Wholesale Terms are governed by the laws of The Netherlands, excluding rules that would require the application of another law where such exclusion is legally permitted.

49. B2B Disputes

The parties should first attempt in good faith to resolve commercial disputes directly.

If a dispute cannot be resolved, it may be submitted to the competent court in the Netherlands, subject to any mandatory jurisdiction rules or different written jurisdiction agreement applicable to the transaction.

Consumer ADR and consumer withdrawal procedures do not apply merely because a genuine B2B Wholesale Order was placed online.

50. Severability

If any provision of these Wholesale Terms is held invalid or unenforceable, the remaining provisions remain effective to the extent legally possible.

The invalid provision will be interpreted or limited only to the extent necessary under applicable law.

51. No Waiver

Failure by Social Wipeout to enforce a contractual right on one occasion does not automatically waive that right for future breaches.

52. Changes to Wholesale Terms

Social Wipeout may update these Wholesale Terms for future Wholesale Orders.

The version applicable to an accepted order will generally be the version incorporated into or applicable to that order unless the parties lawfully agree otherwise.

53. Order-Specific Agreements

A quotation, invoice, order confirmation, distribution agreement or other written agreement may contain terms specific to a particular Wholesale Order.

Where an expressly agreed order-specific term conflicts with these general Wholesale Terms, the expressly agreed specific term will prevail for that transaction to the extent of the conflict.

54. Entire B2B Agreement

These Wholesale Terms, together with the accepted quotation, invoice, order confirmation and any other expressly incorporated written terms, form the agreement governing the relevant Wholesale Order.

Consumer-facing policies on socialwipeout.com do not automatically apply to Wholesale Orders unless expressly incorporated.

55. Contact

For wholesale enquiries, orders or commercial discussions:

Social Wipeout
Crooswijkseweg 108
3034 HP Rotterdam
The Netherlands

Email: socialwipeout.business@gmail.com
Website: socialwipeout.com
Subject: Wholesale Enquiry – Social Wipeout