Bring Nuyaé to Your Space

Become a Nuyaé Stockist

The Nuyaé Partnership

TERMS AND CONDITIONS

By applying to become a Nuyaé stockist, being approved as a stockist, placing a wholesale order, or purchasing Nuyaé products at wholesale pricing, you agree to these Wholesale & Stockist Terms and Conditions (“Terms”).

1. Stockist Approval

Stockist status is subject to approval by Nuyaé and is not automatic.

Nuyaé reserves the right to accept, decline, suspend, or terminate a stockist application or relationship at its discretion, subject to applicable law.

Approval as a stockist does not create any obligation for Nuyaé to accept future orders.

2. Wholesale Pricing & Minimum Order

Wholesale pricing is currently set at 70% of the applicable retail price, unless otherwise agreed in writing.

The minimum wholesale order quantity is 30 units per product/SKU.

Wholesale prices may be updated from time to time. Updated pricing will apply to orders placed after the effective date of the new pricing.

Delivery, shipping, customs, duties, insurance, and other logistics costs are not included in wholesale pricing unless expressly agreed otherwise in writing.

3. Orders & Payment

An order is only confirmed once Nuyaé has accepted the order and, unless approved otherwise, full payment has been received.

Nuyaé reserves the right to decline or cancel an order where products are unavailable, payment has not been received, or the order does not comply with these Terms.

Net-30 payment terms may be offered to established stockists at Nuyaé’s discretion and are subject to separate approval.

Where an invoice becomes overdue, Nuyaé may suspend further orders, withdraw credit terms, require payment in advance for future orders, and take reasonable steps to recover outstanding amounts, subject to applicable law.

4. Recommended Retail Pricing

Nuyaé may provide recommended retail prices (“RRP”) for its products.

RRP is provided as a recommendation only and does not constitute a fixed or minimum resale price. Stockists remain responsible for setting their own resale prices in accordance with applicable law.

Stockists must not advertise, describe, or promote Nuyaé products in a manner that is misleading, deceptive, unlawful, or reasonably likely to damage the Nuyaé brand or customer experience.

Any promotional campaigns involving Nuyaé branding, messaging, or product representation may be subject to Nuyaé’s prior approval.

5. Approved Sales Channels

Stockists may sell Nuyaé products only through sales channels disclosed to and approved by Nuyaé.

This may include an approved physical retail location, the stockist’s own website, social media channels, or other agreed sales channels.

Stockists may not list, sell, distribute, or promote Nuyaé products through third-party marketplaces or other unauthorised channels, including marketplaces such as Jumia or Konga, without Nuyaé’s prior written approval.

Nuyaé may request that products be removed from a sales channel where it reasonably believes the channel is inconsistent with the brand’s positioning, customer experience, or these Terms.

Unless expressly agreed in writing, all stockist arrangements are non-exclusive.

6. No Unauthorised Resale or Distribution

Wholesale stock purchased from Nuyaé is intended for sale to the stockist’s end customers.

Stockists may not:

• wholesale or redistribute Nuyaé products to other retailers or resellers;
• supply Nuyaé products to unauthorised distributors, marketplace sellers, or third parties;
• transfer their stockist rights to another business; or
• represent themselves as a distributor, representative, partner, or agent of Nuyaé unless expressly authorised in writing.

Any distribution or sub-wholesale arrangement must be approved by Nuyaé in writing.

7. Brand, Intellectual Property & Marketing Materials

Nuyaé’s name, trademarks, logo, packaging, product designs, photography, written content, marketing materials, and other intellectual property remain the sole property of Nuyaé or its licensors.

Stockists receive a limited, non-exclusive, non-transferable and revocable permission to use approved Nuyaé brand assets solely to promote and sell genuine Nuyaé products during the stockist relationship.

Stockists may not:

• alter, reproduce, modify, or create derivative versions of Nuyaé branding or packaging without approval;
• repackage, relabel, refill, alter, or modify Nuyaé products;
• remove product information, labels, batch information, or other identifying marks;
• register or use any trademark, business name, domain name, social media handle, or other identifier that is confusingly similar to Nuyaé; or
• represent that they own or control any Nuyaé intellectual property.

Nuyaé may withdraw permission to use any brand asset at any time.

8. Product Representation & Claims

Stockists must represent Nuyaé products accurately and in accordance with information provided or approved by Nuyaé.

Stockists must not make false, misleading, exaggerated, unverified, or unauthorised claims concerning a Nuyaé product, including claims relating to its ingredients, benefits, performance, efficacy, safety, or results.

Stockists are responsible for ensuring that their own advertising, marketing, promotional activity, and customer communications comply with all applicable laws and regulations.

9. Storage, Handling & Product Integrity

Once products have been delivered to the stockist or the stockist’s nominated carrier, the stockist is responsible for proper storage, handling, security, and care of the products.

Products must be stored in accordance with any storage instructions provided by Nuyaé and protected from conditions that may damage product quality, including excessive heat, direct sunlight, moisture, contamination, or improper handling.

Stockists must not sell products that are expired, damaged, tampered with, or otherwise unsuitable for sale.

Nuyaé is not responsible for deterioration or damage caused by improper storage, handling, transportation arranged by the stockist, or other circumstances occurring after risk has passed to the stockist.

10. Delivery, Risk & Ownership

Unless otherwise agreed in writing, risk in the products passes to the stockist upon delivery to the stockist or its nominated carrier.

Ownership of products passes only upon Nuyaé receiving payment in full for those products.

The stockist is responsible for ensuring that delivery details and any nominated carrier information supplied to Nuyaé are accurate.

11. Damaged, Defective or Incorrect Orders

Stockists must inspect orders promptly upon delivery.

Any damaged, defective, missing, or incorrect items must be reported to Nuyaé within 48 hours of delivery, together with clear photographs and any other information reasonably requested.

Where a claim is accepted, Nuyaé may, at its discretion and subject to applicable law, replace the affected product, issue a credit, or provide another appropriate remedy.

Wholesale purchases are not returnable for change of mind, over-ordering, slow-moving stock, failure to sell through, or changes in the stockist’s business circumstances.

Wholesale purchases are not made on a sale-or-return or consignment basis unless expressly agreed in writing.

12. Recalls & Product Safety

If Nuyaé reasonably determines that a product requires withdrawal, recall, correction, or other remedial action, the stockist must immediately stop selling the affected product and cooperate fully with Nuyaé’s instructions.

The stockist must retain relevant stock and sales records where reasonably necessary to assist with a product recall or safety investigation.

The stockist must promptly notify Nuyaé of any serious customer complaint, suspected product defect, safety issue, counterfeit product, or other matter that may materially affect customers or the Nuyaé brand.

13. Confidentiality

Wholesale pricing, commercial terms, discounts, product launches, sales information, business information, and any other non-public information shared by Nuyaé are confidential.

Stockists must not disclose such information to competitors, other stockists, customers, the public, or any other third party except where disclosure is required by law or expressly authorised by Nuyaé.

Confidentiality obligations continue after the stockist relationship ends.

14. No Agency or Partnership

The stockist relationship is a wholesale commercial arrangement only.

Nothing in these Terms creates a partnership, joint venture, franchise, employment relationship, agency, or other legal relationship between the stockist and Nuyaé.

A stockist has no authority to make commitments, warranties, representations, or agreements on behalf of Nuyaé.

15. Indemnity

To the extent permitted by applicable law, the stockist is responsible for losses, claims, liabilities, costs, or expenses arising from the stockist’s:

• breach of these Terms;
• unauthorised use of Nuyaé intellectual property;
• improper storage or handling of products;
• unauthorised modification or repackaging of products;
• misleading, unlawful, or unauthorised product claims;
• unauthorised resale or distribution; or
• negligent or unlawful acts or omissions in connection with the sale or promotion of Nuyaé products.

16. Ending the Stockist Relationship

Either party may end the stockist relationship by giving 30 days’ written notice.

Nuyaé may terminate the relationship immediately where permitted by law if the stockist:

• materially breaches these Terms;
• fails to pay amounts due;
• repeatedly fails to meet agreed payment terms;
• sells through unauthorised channels;
• engages in unauthorised resale or distribution;
• misuses Nuyaé’s intellectual property;
• makes materially misleading or unauthorised product claims;
• engages in conduct that materially damages or threatens the Nuyaé brand; or
• becomes insolvent or ceases trading.

Upon termination, the stockist must immediately stop representing itself as an authorised Nuyaé stockist and stop using Nuyaé’s trademarks, marketing materials, and other brand assets.

Nuyaé may, at its discretion, permit a limited sell-through period for remaining genuine inventory, subject to any conditions Nuyaé specifies.

17. Limitation of Liability

To the fullest extent permitted by applicable law, Nuyaé’s total liability arising from or relating to an individual wholesale order will not exceed the amount paid to Nuyaé for the affected order.

Nuyaé will not be liable for indirect, incidental, special, consequential, or loss-of-profit claims arising from a stockist relationship or wholesale order, except where such limitation is prohibited by law.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

18. Force Majeure

Nuyaé will not be responsible for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, civil unrest, strikes, government action, shipping disruptions, supplier failures, power or infrastructure failures, or other force majeure events.

19. Changes to These Terms

Nuyaé may update these Terms from time to time.

Updated Terms will apply to orders placed after the effective date stated in the revised Terms. Where appropriate, Nuyaé may provide notice of material changes.

20. Governing Law & Disputes

These Terms are governed by the laws of the Federal Republic of Nigeria.

Any dispute arising from or relating to these Terms or the stockist relationship will be subject to the jurisdiction of the appropriate courts of Nigeria, unless the parties agree otherwise in writing.

21. Entire Agreement

These Terms, together with any written order confirmation or other written agreement between Nuyaé and the stockist, constitute the agreement governing the wholesale relationship.

If there is a conflict between these Terms and a specific written agreement signed by both parties, the specific written agreement will prevail to the extent of the conflict.

22. Contact

Questions about these Terms, wholesale orders, or the Nuyaé stockist programme should be directed to:

[email protected]

By submitting a stockist application, placing a wholesale order, or purchasing Nuyaé products at wholesale pricing, the stockist confirms that they have read, understood, and agreed to these Terms.