Terms & Conditions

Emgee Trading BV
Effective Date: 1 January 2026

These Terms & Conditions (“Terms”) govern the relationship between Emgee Trading BV (“Supplier”, “We”, “Us”) and any approved Authorised Retailer (“Retailer”, “You”). By purchasing, stocking, or selling the Supplier’s products (“Products”), You agree to comply with these Terms.

1. Authorisation & Eligibility

1.1 Only Retailers expressly approved by Emgee Trading BV may sell the Products.

1.2 Authorisation is limited to independent businesses operating physical retail premises within the pet supply, garden, or related industries.

1.3 Retail locations must meet the following operational standards:

• Be open to the public for a minimum of 30 hours per week during standard industry business hours.
• Display Products openly on shelves or racks in a manner consistent with premium brand presentation.
• Maintain accurate and publicly accessible opening hours across all platforms.
• Be registered with the appropriate food‑safety authority in their country of operation.
  
  

1.4 Online‑only retailers are not eligible. Retailers may operate an online shop only if it is directly connected to their approved physical location(s).

1.5 Authorisation is non‑exclusive and may be revoked at any time in accordance with these Terms.

2. Approved Sales Channels

2.1 Retailers may sell Products only:

• At the physical locations approved by Emgee Trading BV.
• On the website(s) explicitly registered with and approved by Emgee Trading BV.
  
  

2.2 Retailers may not:

• Sell or divert Products to any third party for resale.
• Supply Products to wholesalers, B2B accounts, freight forwarders, or drop‑shippers.
• Sell via online marketplaces or auction platforms (e.g., Amazon, eBay, bol.com, Zooplus).
• Sell Products outside their approved territory without written permission.
  
  

2.3 Products must be sold only in original, unopened packaging. Repackaging, relabeling, altering, or creating samples is prohibited.

3. Brand Standards & Marketing Requirements

3.1 Retailers must present and promote the Products in a manner consistent with their premium positioning.

3.2 Emgee Trading BV may use mystery shoppers or other evaluation methods to ensure compliance with brand standards.

3.3 Retailers must not misrepresent the Products or use imagery or descriptions that inaccurately depict them.

3.4 Emgee Trading BV may provide marketing materials, images, and product information for use solely in promoting the Products.

3.5 Any use of the Supplier’s trademarks or intellectual property must follow brand guidelines and may be revoked at any time.

4. Product Information & Pricing

4.1 Wholesale pricing for the Products is made available through Emgee Trading BV’s ordering system and may be updated at any time.

4.2 Emgee Trading BV may publish a Recommended Retail Price (“RRP”) for each Product. The RRP is purely indicative and provided for guidance only. Retailers remain entirely free to determine their own resale prices independently.

4.3 Retailers may run promotions, discounts, or loyalty programmes at their discretion. Emgee Trading BV requests that any promotional activity involving the Products be communicated in advance so that brand presentation remains consistent, but such communication does not limit the Retailer’s freedom to set prices.

4.4 Nothing in these Terms shall be interpreted as requiring the Retailer to adhere to any fixed or minimum resale price, nor as restricting the Retailer’s ability to set its own pricing strategy in compliance with applicable competition laws.

5. Ordering Requirements

5.1 Orders must be placed through the Supplier’s designated online ordering system.

5.2 Retailers are responsible for ensuring order accuracy and maintaining up‑to‑date account information.

5.3 If stock is unavailable at the time of order processing, the Supplier will notify the Retailer to amend or cancel the order. Backorders are not held.

5.4 Orders cancelled after dispatch may incur a restocking fee and return shipping costs.

6. Delivery

6.1 Delivery times are indicative and may vary. Delays do not entitle the Retailer to compensation or cancellation.

6.2 Shipping fees cover one delivery attempt. Additional attempts due to incorrect address information or closure during stated opening hours may incur extra charges.

6.3 Any shortages or errors must be reported in writing within three (3) days of delivery.

7. Invoicing & Payment

7.1 Invoices are issued electronically after shipment.

7.2 Payment must be made by the due date stated on the invoice.

7.3 Late or unpaid invoices may result in suspension of ordering privileges or termination of authorisation.

8. Online Selling Policy

8.1 Retailers wishing to sell online must notify Emgee Trading BV and register all domain names used for Product sales.

8.2 Products may only be sold on approved, hosted websites owned and operated by the Retailer.

8.3 Selling on third‑party marketplaces, auction sites, discount platforms, or price‑comparison‑driven marketplaces is strictly prohibited.

8.4 Emgee Trading BV may update its online selling policy at any time.

9. Performance Requirements

9.1 Retailers must meet minimum performance criteria, including:

• Placing at least one order every two (2) calendar months.
• Meeting the minimum order weight per order (e.g., 240 kg or as otherwise specified).
  
  

9.2 Multi‑Location Retailers

Retailers operating more than one physical store agree to stock and present the Products in all of their retail locations, provided that each location meets the eligibility and brand‑presentation criteria set out in these Terms. Retailers must notify Emgee Trading BV of any new store openings or closures.

9.3 Performance is reviewed every six months.

9.4 Failure to meet performance requirements may result in:

• Adjusted pricing or order terms.
• Suspension of access to certain products or promotions.
• Termination of authorisation.
  
  

10. Intellectual Property

10.1 All trademarks, logos, product designs, marketing materials, and related intellectual property remain the exclusive property of Emgee Trading BV and its brand owners.

10.2 Retailers may not register or use any domain names, social media handles, or branding that incorporate or resemble the Supplier’s trademarks.

10.3 Upon termination, all rights to use the Supplier’s intellectual property immediately cease.

11. Confidentiality

11.1 Non‑public information provided by Emgee Trading BV, including wholesale pricing, marketing plans, and operational procedures, must be kept confidential.

11.2 Retailers may share such information only with staff who require it for business operations.

12. Term & Termination

12.1 These Terms remain in effect until terminated by either party.

12.2 Either party may terminate the relationship at any time with written notice.

12.3 Upon termination, the Retailer must immediately cease using the Supplier’s trademarks and intellectual property.

13. Liability

13.1 Retailers are solely responsible for any claims arising from unauthorised resale, repackaging, or misuse of the Products.

13.2 Emgee Trading BV is not liable for losses resulting from product changes, discontinued items, or stock unavailability.

14. Governing Law

14.1 These Terms are governed by the laws of Belgium.

14.2 Any disputes shall be resolved exclusively in the courts of the arrondissement of Hasselt.

15. Severability

15.1 If any clause of these Terms is found invalid or unenforceable, the remaining clauses remain in full effect.

16. Amendments

16.1 Emgee Trading BV may update these Terms at any time. Continued purchasing or selling of Products constitutes acceptance of the updated Terms.

17. Retailer Rewards

17.1 Emgee Trading BV may, at its discretion, offer annual retailer incentives or partnership rewards. Details of any such programs, including eligibility and reward structure, will be communicated separately. Participation in these programs is voluntary and does not form part of these Terms & Conditions.

18. Language

18.1 These Terms & Conditions may be translated into other languages for convenience. In the event of any inconsistency or conflict between the English version and any translation, the English version shall prevail and be considered the legally binding version.