Reseller Terms

1. Scope and Agreement

These Reseller Terms govern the purchase of wholesale goods (the “Products”) from Sabai After Hours, a sole proprietorship registered in Thailand and operated by Sasiprapa Yoonoo (the “Supplier”, “we”, or “us”) by a registered reseller (the “Reseller” or “you”). They apply to Products bought for resale or legitimate commercial use through the Website.

These Reseller Terms operate together with the Website Terms and Conditions, the B2B Returns, Claims & Refunds Policy (the “Returns Policy”), and each accepted order confirmation. Together these form a single agreement for the relevant order. You accept the Website Terms and Conditions when you register an account. You accept these Reseller Terms and the Returns Policy, in the versions identified at checkout, by ticking the acknowledgment at checkout and placing an order.

2. Eligibility and Authority

You represent that you are purchasing for resale or legitimate commercial use, are at least 18 years old, and have the legal capacity to contract. If you register on behalf of a company or other organization, you confirm that you are authorized to bind it; if you register as an individual trading under your own name, you contract in your personal capacity. You must provide accurate registration, contact, billing, and shipping information and keep it current.

We may request reasonable business, identity, compliance, destination-market, payment, or authority documentation. We may reject or limit an application or order where eligibility cannot be verified, or where supplying the Products could expose either party to legal, sanctions, fraud, safety, or operational risk.

You further represent that neither you nor any owner, officer, or beneficial owner of your business is a target of applicable trade or economic sanctions, and that you will not resell or divert the Products in breach of any applicable sanctions or export-control law. This representation is repeated with each order.

3. Products, Pricing, and Minimum Quantities

Products are offered at wholesale prices in the currency shown at checkout. Prices may change on a forward-looking basis without notice; the price stated in the accepted order confirmation controls that order, subject to correction of an obvious pricing or system error identified before dispatch.

Minimum order quantities and pack sizes appear on the relevant Product listing or order summary. We may reject, hold, or contact you about an order that does not meet those requirements.

Product imagery and general descriptions are provided for reference only. Manufacturer packaging, labels, colours, formulation, or availability may change. We will not knowingly substitute a materially different Product without your approval.

4. Orders and Payment

Submitting an order is an offer to purchase. An order becomes binding when payment is confirmed and we issue an order confirmation or begin fulfilment, whichever occurs first. We may refuse, cancel, or limit an order before dispatch for reasons including stock unavailability, suspected fraud, payment or pricing error, legal restriction, account ineligibility, or breach of these documents.

Payment is processed through the method displayed at checkout, including Stripe where available. You authorize the applicable charges and are responsible for ensuring your payment information is valid. Any bank, card, currency-conversion, intermediary, or receiving charges not expressly included at checkout are your responsibility.

A requested change or cancellation can be considered only before dispatch or handover to a carrier. Once an order has been dispatched, it cannot be cancelled, and any eligible issue is handled under the Returns Policy.

5. Shipping, Customs, and Passing of Risk

Products ship from Thailand to the destinations supported at checkout. Shipping fees and estimated delivery timing are shown or addressed during checkout. Delivery dates are estimates and may be affected by customs, carrier operations, weather, force majeure, or other events beyond reasonable control.

Unless the order confirmation states otherwise, title to and risk of loss in the Products pass to the Reseller on handover of the Products to the first carrier in Thailand. Regardless of when title and risk pass, eligible loss, damage, shortage, or delivery-discrepancy claims are handled under the Returns Policy.

You are responsible for complete and accurate delivery information, destination-country duties and taxes, import permits, product registrations, customs requirements, and any local clearance charges, unless the order confirmation expressly states otherwise. You must cooperate with reasonable requests from customs, carriers, and Supplier.

A shipment that is refused or made undeliverable because of incorrect information, unpaid duties, missing permits, or failure to cooperate may be ineligible for refund or reshipment, except where mandatory law requires otherwise.

6. Returns, Claims, and Refunds

Cancellations after order acceptance, delivery shortages, incorrect goods, defects, expiry issues, transit damage, return requests, credits, replacements, and refunds are all governed by the Returns Policy. That policy forms part of these Reseller Terms and controls specifically for claim eligibility, evidence, deadlines, physical-return requirements, and available remedies.

There are no routine change-of-mind returns for wholesale purchases. Do not send Products back unless the Supplier provides written return instructions.

7. Import and Resale Compliance

You are solely responsible for confirming that the Products may lawfully be imported, stored, advertised, marketed, and resold in every destination and resale market you serve, and for obtaining any required licences, registrations, notifications, approvals, permits, translations, labels, or warnings.

You must comply with all applicable product-safety, cosmetics, food, health-product, advertising, consumer-protection, privacy, tax, e-commerce, sanctions, and trade laws in each market. You must not remove or alter required labels, batch codes, expiry information, safety warnings, or manufacturer instructions.

Unless expressly agreed in writing, the Supplier does not act as your importer of record, customs broker, local responsible person, regulatory representative, or tax agent.

8. Storage, Handling, and End-Customer Obligations

After delivery, you must store, handle, rotate, transport, and sell the Products in accordance with manufacturer instructions, applicable law, appropriate hygiene and temperature controls, and stated shelf-life requirements.

You are responsible for the claims, promises, translations, warranties, bundles, repackaging, advice, and marketing statements you make to your customers. You must maintain reasonable traceability of the Products and cooperate with legitimate product-safety notices, withdrawals, or recalls.

9. Indemnity

To the extent permitted by law, you will indemnify and hold harmless the Supplier, its owner, employees, and agents against third-party claims, penalties, losses, and reasonable costs (including reasonable legal fees) arising from your unlawful importation or resale, unauthorized claims or relabelling, improper storage or handling, infringement caused by your materials, or material breach of Sections 7 or 8.

This indemnity does not apply to the extent a claim was caused by the Supplier’s fraud, wilful misconduct, gross negligence, breach of an express obligation, or a Product defect existing before delivery for which the Supplier is legally responsible.

10. Marketing Assets and Intellectual Property

Subject to these Reseller Terms, the Supplier grants you a limited, non-exclusive, revocable, non-transferable licence, during the reseller relationship, to use approved Product names, brand names, and images solely to advertise and resell Products purchased from the Supplier.

You must not modify brand assets in a misleading way; imply an agency, endorsement, exclusivity, or partnership that does not exist; register confusingly similar marks or domains; or continue to use the assets after permission is withdrawn. All goodwill arising from use of a brand belongs to its owner.

11. Confidentiality and Records

Non-public wholesale pricing, tier structures, sourcing information, commercial plans, credentials, and other information identified or reasonably understood as confidential may be used only for the reseller relationship and must be protected with reasonable care. This does not cover information that is public without breach, already lawfully known, independently developed, or lawfully received from a third party. This obligation survives termination.

You must retain order confirmations, acknowledgment receipts, invoices, payment records, shipping documents, and compliance records for the period required by applicable law and, where lawful, for at least three (3) years after the relevant order. The Supplier intends to retain core order records for at least two (2) years, subject to applicable retention and privacy requirements, and can provide order-history exports on written request.

12. Data Protection

Each party will comply with the data-protection and privacy laws applicable to it, including the Thai Personal Data Protection Act and the equivalent data-protection laws of each market in which the Reseller operates.

The Supplier processes account, order, and contact data as an independent controller in accordance with its Privacy Policy. The Reseller is the independent controller for personal data it collects from its own end-customers and is responsible for its own lawful basis, notices, consents, and data-subject requests. Where the parties exchange personal data, each will use it only for the reseller relationship, apply reasonable safeguards, and support the other in responding to lawful data-subject or regulator requests.

13. Anti-Bribery, Sanctions, and Trade Compliance

Each party will comply with the applicable anti-bribery, anti-corruption, anti-money-laundering, sanctions, and export-control laws that govern the relationship. Neither party will offer, give, or accept any improper payment or advantage in connection with these Reseller Terms.

You will not sell, ship, or divert the Products to any person, destination, or end-use prohibited by applicable sanctions or export-control law. A breach of this Section is a material breach that entitles the Supplier to suspend or terminate under Section 16.

14. Warranties and Limitation of Liability

The Supplier warrants that, at dispatch, the Products will materially correspond to the confirmed order and will not knowingly be supplied expired without disclosure. Eligible non-conformity is addressed through the remedies in the Returns Policy, which are the Reseller’s primary remedies for order issues, save for rights that cannot lawfully be excluded.

To the maximum extent permitted by law, neither party is liable for indirect, incidental, special, punitive, or consequential loss, or for loss of profit, revenue, goodwill, anticipated savings, or business opportunity. The Supplier’s aggregate liability arising from an order will not exceed the amount paid for the specific order giving rise to the claim.

These exclusions and the cap do not apply to fraud, wilful misconduct, gross negligence, death or personal injury where liability cannot be limited, breach of confidentiality, infringement, indemnity obligations, unpaid amounts, or any liability that law prohibits from being excluded or limited.

15. Force Majeure

Neither party is responsible for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, war, civil disturbance, government action, port or customs disruption, carrier failure, labour disruption, utility outage, or widespread network failure. The affected party must take reasonable steps to reduce the impact and resume performance.

This clause does not excuse payment already due. If a material delay continues for more than forty-five (45) days, either party may cancel the unperformed portion of the affected order by written notice, and the Supplier will refund prepaid amounts for Products that will not be supplied, less any non-recoverable costs where lawful and disclosed.

16. Suspension and Termination

We may suspend an account, cancel an unshipped order, or end the reseller relationship for material breach, fraud, abuse, repeated non-payment, unlawful conduct, sanctions or regulatory risk, misuse of brands, or conduct reasonably likely to harm customers, the Products, or the Supplier.

Where practical and appropriate, we will give notice and an opportunity to remedy. On termination, accrued rights and payment obligations remain, and outstanding orders will be confirmed, fulfilled, cancelled, or refunded according to their status and these documents.

17. Assignment, Notices, and Set-Off

You may not assign or transfer your account, rights, or obligations without our prior written consent. We may assign these Reseller Terms as part of a business transfer or reorganization, subject to applicable law.

Notices must be in writing and sent to the contact points in Section 20 (for the Supplier) or to the registered account contact (for the Reseller). A notice sent by email is treated as received on the next business day in the recipient’s location, absent evidence of non-delivery.

The Supplier may set off any amount the Reseller owes against any credit, refund, or amount payable to the Reseller, to the extent permitted by law.

18. Updates and Versioning

We may update these Reseller Terms on a forward-looking basis. Each version displays its identifier and effective date. A revision will not replace the version recorded for an earlier order. Material updates may be notified by email or account notice and will require renewed acknowledgment at the next checkout.

19. Governing Law and Dispute Resolution

These Reseller Terms and each order are governed by the laws of the Kingdom of Thailand, without regard to conflict-of-law rules, except to the extent mandatory law in the Reseller’s market requires otherwise.

The parties must first give written notice describing a dispute and attempt in good faith to resolve it for thirty (30) days. A dispute not resolved within that period will be finally settled by arbitration seated in Bangkok, Thailand, administered under the rules of the Thai Arbitration Institute, conducted in the English language before a sole arbitrator. Either party may still seek urgent interim or injunctive relief, or recovery of an undisputed debt, from a court of competent jurisdiction.

Arbitral awards are intended to be recognized and enforced across the supported markets. Thailand and most jurisdictions across Asia are parties to the 1958 New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards, which provides a framework for the cross-border enforcement of arbitral awards.

Nothing in this Section limits a right or remedy that cannot lawfully be excluded under the law applicable to the transaction.

20. General and Contact

These Reseller Terms and the documents they incorporate are the entire agreement for their subject matter, except for an expressly agreed written order-specific term. If a provision is unenforceable, it will be limited only as far as necessary and the remainder will continue. A delay in enforcement is not a waiver. Neither party creates an agency, employment, partnership, franchise, fiduciary, or exclusive relationship.

Questions, claims, or notices may be sent to hello@sabaiafterhours.com or to Customer Service at sabaiafterhours.com/customer-service.