1. Applicability
These Buyer Terms and Conditions ("Terms") govern the legal, operational, and commercial relationship between the Buyer and Gnik Global Limited ("The Company") through the digital buyer portal operated by Gnik Global Limited. This document outlines the complete, legally compliant, and operationally essential framework for all buyers registering and engaging through the Gnik Buyer Portal. These consolidated Terms and Conditions, Buyer Conduct Protocols, Operational Procedures, Confidentiality Clauses, Non-Compete, Non-Disclosure, Registration Obligations, and Portal Usage Guidelines are final, non-negotiable, and binding.
By registering or continuing to use the Gnik Buyer Portal, you confirm that you have read, understood, and agreed to the complete terms of this document, including future revisions.
2. Definitions
For the purpose of these Terms and Conditions, the following terms shall have the meaning assigned to them below:
2.1. Company / Gnik /Gnik Global/ We / Us – Refers to Gnik Global Limited, its subsidiaries, authorized representatives, or affiliates.
2.2. Account: A unique, secure profile created by a Buyer on the Company’s portal. It contains the Buyer’s registered details, products, documents, communication history, and other relevant information accessible to the Company.
2.3. Supplier/ Shipper/ Exporter: Any individual, business, legal entity, manufacturer, or trading organisation that registers or seeks to register on the portal to offer products or services to the Company and its Buyers and is responsible for exporting of the goods from their respective country.
2.4. Buyer/ Client /Retailer/ You: Any individual, business, or institutional entity purchasing or intending to purchase goods from Gnik Global Limited. The clients can be part of Gnik Global's direct network or via Gnik portal or approved third parties.
2.5. Portal means the digital platform operated by the Company through which Buyer’s access, browse, and purchase goods offered by Gnik.
2.6. Design: Any artistic, conceptual, or commercial input originating from the supplier, Buyer or Gnik, with protection outlined.
2.7. Enquiry: A formal request for quotation, information, product sample, or development submitted by Buyer to Gnik prior to finalising a commercial order.
2.8. Order: A request placed by the Buyer through the Gnik portal for the purchase of products or services offered by Gnik in association with collaborated Suppliers.
2.9. “Content” refers to any content such as text, images, information that is submitted by buyers, or otherwise made available by You, regardless of the form in which it is done by buyer or Gnik Global Limited.
2.10. “Products” refer to the items and/or products offered for sale on the Service.
2.11. “Gnik Facilities or Service” refers to Gnik team’s support as well as Website, associated portal for buyer all along the process.
2.12. Nominated Service Provider: Any third-party logistics agent, quality inspection body, compliance certifier, or warehousing agency authorised by the Company for use in managing or executing any portion of the order fulfilment process.
2.13. “Website” refers to Gnik accessible from https://gnik.co.uk/
3. Scope of Use
3.1. The Portal is designed to support registered buyers by enabling: (i) submission of interest to receive tailored product offers; (ii) direct enquiry submission; (iii) access to Gnik’s exclusive, curated product collections developed with trusted global suppliers; and (iv) seamless communication with Gnik’s dedicated teams for business collaboration.
3.2. Access is provided exclusively to authorised representatives of registered buyer organisations and is intended for legitimate business use, helping buyers efficiently evaluate and source from Gnik’s product ecosystem.
3.3. To ensure a secure and fair environment for all participants, any misuse of the Portal, including unauthorised access or use of automated tools to extract data, is strictly prohibited and may result in access being revoked and appropriate legal measures taken in accordance with UK and applicable international laws.
4. Eligibility Criteria
4.1. Access to the Gnik portal is strictly limited to authorized companies or registered business associations. Only such entities may register, access, and transact through the portal.
4.2. To ensure compliance and maintain a secure environment, users may be subject to background screening. Access may be denied if a user's history includes conduct that contravenes applicable laws or ethical standards.
4.3. We do not intend to collect data from persons under the age of 18 as any individual. Our platform is strictly for businesses and only businesses are supposed to register.
5. Registration
5.1. Upon account registration, the Buyer must provide accurate, truthful, complete, and up-to-date information.
5.2. The Buyer shall provide and maintain a valid email address and telephone number for official communications with Gnik and shall promptly notify the Company in writing of any changes thereto.
5.3. The Buyer shall not use, as a username, any name or designation that is not lawfully available for use, including but not limited to the name or trademark of any third party without proper authorization.
6. Sampling
6.1. Buyers shall bear costs associated with sampling including development, prototyping, customization, and logistics. Unless specified otherwise, each sample order is produced as 1 unit for the buyer and are invoiced as 3 times of the offered price as sample cost along with the courier cost.
6.2. If the sampling requires moulds or tooling with an investment of USD 180 or more, the buyer must pay this amount upfront. Regardless of payment, all such moulds and tools remain the exclusive property of Gnik.
6.3. Gnik shall share the sample development timelines prior to initiation. No sampling activity will commence without the buyer's written approval.
6.4. All exclusive designs or developments undertaken by Gnik remain its intellectual property. These may not be shared, reproduced, or outsourced by the buyer without Gnik’s written consent. If the design comes from Gnik’s in-house team, royalty or license fees may apply.
6.5. Gnik Team assists Buyers in identifying materials and product directions aligned with market trends. To ensure the best results, Buyers are required to provide clear input on design preferences, mood boards, inspirations, or functional needs.
6.6. All costs associated with the dispatch and delivery of physical product samples, including but not limited to courier, freight, and customs clearance charges, shall be borne solely by the Buyer, regardless of the Buyer’s country of operation.
6.7. Repeated changes to specifications during the sampling phase may result in production delays and increased development costs. Gnik reserves the right to levy additional charges where the Buyer alters specifications after sampling has commenced in accordance with the Buyer’s originally approved brief.
7. Order Protocols / Management
7.1. All shared product data, including technical specifications and declared limitations, must be thoroughly reviewed and accepted by the Buyer at the sampling and production confirmation stage. Subsequent rejection claims based on pre-disclosed limitations shall not be entertained.
7.2. Buyers are encouraged to request pre-production and packaging samples for reference prior to Gnik’s mid-line inspection. Any feedback or objections must be provided in writing without delay.
7.3. Buyers are encouraged to maintain commercially fair and forward-focused engagements. Buyers shall not misuse their commercial position to renegotiate prices post-approval, invoke unrelated historical matters, or demand rework without justifiable cause. Gnik reserves the right to document such instances and take proportionate contractual, operational, or legal steps if necessary to protect business integrity.
7.4. Any Buyer-requested modifications following the commencement of production such as changes in material, quantity, labelling, or packaging—shall result in applicable cost adjustments, administrative charges, and revised delivery schedules. Such amendments shall be confirmed in writing by both parties.
7.5. A standard tolerance of up to five percent (5%) in colour, weight, texture, shape, material, and quantity shall apply to all products supplied by Gnik, unless expressly agreed otherwise in writing at the time of order confirmation. Where the Buyer requires zero tolerance or fixed specifications beyond the standard allowance, such conditions must be stated in writing and accepted by Gnik at the time of order confirmation. In the absence of such agreement, the standard 5% tolerance shall be deemed contractually accepted.
7.6. Buyers are advised to carefully assess their financial preparedness before confirming any high-value or large-volume orders. In the event that a Buyer is unable or unwilling to proceed with the agreed delivery due to payment limitations or liquidity issues, Gnik Global Limited reserves the right to cancel the order. In such cases, any advance payments made by the Buyer shall be forfeited and applied toward costs incurred by Gnik in relation to the order, including but not limited to production, administrative, storage, or handling expenses. Gnik shall retain full discretion to resell, reallocate, or otherwise dispose of the goods without any further obligation to the Buyer.
7.7. Buyers shall be fully responsible for all courier charges, incidental expenses, and any other costs expressly agreed upon in relation to the transaction. Undue delays in the settlement of such dues, or repeated follow-ups required to recover agreed payments, may be considered a breach of commercial obligations. In such cases, Gnik reserves the right to apply interest on the outstanding invoiced amount, in accordance with the terms stated on the relevant commercial as well as sample invoice.
7.8. Any unauthorized attempt to reverse-engineer product specs, design files, or system architecture for personal or external use without Gnik’s consent is a serious violation and may lead to legal consequences.
8. Labelling, Packaging, and Design Handling
8.1. All labelling, packaging, barcoding, and hangtag instructions must be submitted in writing, clearly formatted and cross-verified with the original purchase order. Verbal requests or informal notes (e.g., emails without reference codes) are not acceptable.
8.2. These instructions must be finalized before the commencement of production. If submitted late, they may result in delays or cost escalations.
8.3. In the absence of specific written instructions at the time of packaging, Gnik will use its standard packaging protocols, which will be deemed accepted by the buyer. Any objections raised post-production may not be entertained.
8.4. If custom labelling or packaging is requested, Gnik shall provide mock-ups or digital prototypes. It is the Buyer’s responsibility to review, approve, and confirm the final version. Delay in approval will delay production.
8.5. Buyers must comply with all sustainability guidelines laid out by Gnik, including the use of recyclable, compostable, or low-impact packaging materials. Gnik reserves the right to reject any buyer order that mandates non-compliant packaging.
8.6. It is the Buyer's responsibility to communicate any packaging, labelling, or regulatory requirements of the receiving country in advance. Gnik is not liable for customs seizures or compliance issues arising due to insufficient instruction.
8.7. Any usage of the Buyer’s trademarks, logos, slogans, or proprietary intellect coming from buyer on packaging would remain buyer’s property and Gnik accepts no responsibility for third-party legal claims arising from the Buyer’s unauthorized use of any such matter or inaccurate directions or approval that must be provided and pre-approved in writing by the buyer to Gnik’s raised drafts of any such branding mark placement by Gnik for that buyer.
8.8. Gnik does not allow the use of its internal designs, mood boards, tech packs, or packaging layouts by other buyers or third parties. These materials are proprietary and confidential. Buyers sharing Gnik-developed artwork externally will be in breach of intellectual property law.
8.9. If the Buyer alters packaging or labelling instructions after final sign-off, any resulting cost (material wastage, line delays, redesigning fees) shall be billed directly to the Buyer.
9. Shipment and Delivery
9.1. The Buyer shall coordinate all delivery logistics in alignment with timelines provided by Gnik. All receiving points, warehouse addresses, import contact points, and delivery instructions must be submitted before production ends.
9.2. Any change in the delivery location or receiving plan must be communicated at least fifteen (15) working days in advance from the FOB date and in case of DDP seven (7) days from the date of departure of goods from the company or company’s associated warehouse. Late changes may not be accepted and could result in holding charges or rerouting costs, which are to be borne by the Buyer.
9.3. While one week’s delay may get considered as delivery timeline tolerance in production as ex-factory, if the delay exceeds two (2) weeks and the Buyer doesn’t find extension workable, the Buyer will be entitled to a 5% discount on the total invoice value of the affected goods. In exceptional circumstances if the delay extends beyond three (3) weeks, the discount will increase to 10%. Any delay from handover date of cargo at the port if ever reaches four (4) weeks, the buyer is entitled for 10% of the quantity getting shipped to them by air shipping at Gnik’s expense. The balance goods will be sailed as per standard terms. These provisions shall apply only where there has been no delay or ambiguity in the Buyer’s approvals or required inputs.
9.4. A duly authorized representative of the Buyer must be present to accept and verify delivery. Gnik shall not be held responsible for delivery failure if no authorized person is available to receive goods.
9.5. If delivery is delayed or held at the port, warehouse, or transit point due to buyer-side inaction, including payment issues or lack of on-site representative, storage charges, demurrage, or penalties will be charged to the Buyer directly.
9.6. The Buyer must independently secure and maintain all import licenses, clearances, permissions, or special customs declarations required for accepting delivery in the destination country. Gnik will not be liable for failed customs clearance due to missing permits.
9.7. Any customs-related complications (detentions, non-clearance, additional duties) are the responsibility of the Buyer unless specifically covered by Incoterms. Gnik will support the process but is not liable for third-party governmental interference.
9.8. Gnik shall prepare and share a full Time and Action (TNA) plan upon order confirmation, listing key milestones such as sample approval, label confirmation, production, quality control, packaging, shipping, and delivery.
9.9. Gnik will use reasonable effort to maintain the delivery timeline. However, buyers must recognize that delays may occur due to port closures, container shortages, transit strikes, regulatory bans, etc.
9.10. Where multiple orders are placed, Gnik reserves the right to stagger deliveries based on production readiness, inspection clearance, or logistic efficiency. This shall not be a cause for penalty or claim.
10. Payment Terms & Buyer Liabilities
10.1. All confirmed orders require a mandatory 45% advance payment of the total order value for processing to begin. No exceptions apply unless a special arrangement is contractually agreed upon. The remaining 55% shall be payable as per the payment schedule decided between the Buyer and Gnik. This balance must be cleared before shipment dispatch unless the contract specifies otherwise.
10.2. If the Buyer opts for CNF (Cost and Freight) or door delivery, shipping charges will be added to the invoice after final inspection. These charges are non-negotiable and must be paid in full before release of goods.
10.3. An order shall be deemed “confirmed” only upon receipt and clearance of the required advance. No tentative bookings, production slots, or inventory holds will be honoured in the absence of such financial confirmation.
10.4. All payments must be made strictly in favour of the legal entity name specified on the Gnik-issued invoice. Any deviation may result in rejection or reversal of payment. Should any banking or administrative charges arise due to such deviations, the Buyer shall bear full responsibility for reattempting payment with all associated costs.
10.5. Credit or debit card payments are subject to real-time approval by the issuing bank or payment gateway and actual realisation in Gnik accounts. Gnik shall not be held liable for payment failures, delays, or technical rejections at the banking end.
10.6. All online or digital payments processed through gateways such as Stripe, PayPal, or other similar platforms will be subject to non-refundable transaction processing fees, which are to be borne solely by the Buyer.
10.7. All applicable import duties, customs taxes, VAT, GST, or any other statutory levies in the Buyer’s country shall be the sole responsibility of the Buyer. Such charges are not included in the product's FOB, Ex-Factory, or quoted price.
10.8. Buyers shall ensure that full invoice amounts are received by Gnik without any deductions for currency conversion losses, intermediary bank fees, or international wire transfer charges.
10.9. Invoices not settled within the agreed credit period shall accrue interest at the higher of (i) the statutory interest rate prevailing in the Buyer’s jurisdiction or (ii) 0.25% per week calculated on Gnik invoice, whichever is higher.
10.10. Gnik reserves the right to suspend production, withhold dispatch, or impose storage fees in cases of delayed payments. Any resulting logistical, warehousing, or administrative expenses shall be charged to the Buyer.
10.11. All payments made to Gnik against confirmed purchase orders are deemed final, non-refundable, and binding. No cancellations or refund requests initiated solely by the Buyer shall be accepted unless expressly agreed in writing by Gnik. In exceptional cases where a cancellation is approved, Gnik reserves the right to deduct any reasonable costs, losses, or liabilities incurred up to the point of cancellation.
10.12. Refunds will not be considered for reasons solely attributable to the Buyer and any such request shall not be entertained for reasons including, but not limited to, downstream sales issues, internal budgetary constraints, or post-order change in demand by the Buyer.
10.13. Repeated or wilful violations of Gnik’s payment policy — including, but not limited to, delayed payments, dishonoured transactions, or attempts to evade settlement — may result in blacklisting, legal action, or permanent suspension from the Gnik platform.
10.14. By submitting payment details, the Buyer irrevocably authorizes Gnik to process and collect the invoiced amounts through the designated payment method provided.
10.15. Any fraudulent payment reversal (including chargebacks or unauthorized disputes) shall be treated as deliberate financial misconduct. Gnik reserves the right to initiate legal proceedings and claim compensatory damages in accordance with applicable laws.
10.16. Gnik retains the right to recover any unpaid dues through appropriate legal, arbitral, or debt recovery proceedings either under the governing laws of the Buyer’s jurisdiction or under the laws of England and Wales.
11. Buyer’s General Obligations
To ensure smooth collaboration, reduce operational risk, and deliver the highest level of service and accountability, the following obligations apply to all Buyers working with Gnik Global Limited (“the Company”), whether based in the UK or internationally.
11.1. Buyers are expected to provide clear, detailed, and accurate product requirements, specifications, and expectations at the outset of any project. Incomplete or vague instructions may lead to avoidable production errors, cost escalations, or delivery delays. The Company shall not be held responsible for any adverse outcomes resulting from such ambiguity.
11.2. In the interest of timely project execution, Buyers shall respond to queries or information requests from the Company within three (3) working days. Delays in communication may result in temporary project holds, reprioritisation of resources, or, where necessary, cancellation. The Company bears no liability for delays or disruptions arising from a Buyer’s non-responsiveness.
11.3. All communication and engagement with the Company, its representatives, and its affiliated partners must be conducted with professionalism, mutual respect, and courtesy. The Company maintains a zero-tolerance policy for any form of abusive, aggressive, or unprofessional conduct and reserves the right to suspend or terminate the Buyer’s account should such conduct arise.
11.4. Login credentials provided for access to the Gnik digital portal are issued on a strictly individual basis and are non-transferable. Buyers must ensure that only authorised personnel within their organisation are granted access. Sharing credentials with unauthorised individuals, including Company staff or external parties, is strictly prohibited.
11.5. All specifications, design instructions, technical parameters, and applicable legal or compliance-related requirements—whether under the buyer’s national laws, import controls, standards, or conditional prohibitions—must be communicated by the buyer to Gnik in writing, in clear and unambiguous terms. This ensures accuracy in execution, pricing, production timelines, and testing or certification procedures. Verbal instructions, vague terminology, or ambiguous communication shall not be considered valid or binding. Any resulting cost impact, legal exposure, operational disruption, or compliance failure arising from unclear, incomplete, or absent instructions shall be borne solely by the buyer.
11.6. While Gnik may, at its discretion, inform or guide buyers on applicable practices or standard regulatory matters, this shall not relieve the buyer of their primary responsibility to ensure all legal and compliance requirements are properly conveyed. Where any required instruction is omitted, incomplete, or declined by the buyer—despite Gnik’s advisory—any resulting cost, delay, non-compliance, or liability shall rest solely with the buyer. Gnik shall not be held liable for any legal, financial, or operational consequence arising from the buyer’s failure to provide accurate and timely instructions in writing.
11.7. If a submitted sample falls outside the agreed tolerance bracket, the Buyer must provide clear, written reasons for rejection within a reasonable timeframe. This ensures timely corrections and avoids production delays. In the absence of specific feedback, Gnik shall not be liable for any resulting delay in delivery.
11.8. To safeguard proprietary content and ensure commercial integrity, Buyers must not share their account access, product hub credentials, or any confidential information hosted on the Gnik platform with any third party, including overseas manufacturers, non-affiliated vendors, or other external entities. This includes, but is not limited to, disclosing materials for the purpose of replication, reverse engineering, or parallel production outside of an authorised relationship with the Company. Breach of this clause may result in the suspension or permanent termination of the Buyer’s account and may give rise to legal proceedings for misuse of confidential and proprietary materials.
11.9. Gnik maintains a zero-tolerance policy toward unethical or corrupt practices. This includes, without limitation, bribery, extortion, facilitation payments, inducements, or offering of gifts intended to influence business decisions. All parties engaging with Gnik—including buyers, agents, and intermediaries—are expected to comply fully with anti-corruption laws, including the UK Bribery Act 2010, irrespective of jurisdiction.
11.10. To preserve fair trade practices and protect the integrity of the Company’s vendor ecosystem, Buyers shall not, without the Company’s prior written consent, initiate direct communication with or attempt to engage any factory, vendor, contractor, or service provider introduced by Gnik, whether during or after the course of a project. This measure ensures stable and secure commercial partnerships for all parties involved. Any unauthorised engagement may constitute a material breach of these Terms and may result in suspension of access, termination of services, and/or legal recourse, where deemed appropriate.
12. Shipment Holding & Goods storage at country of origin
12.1. Where the Buyer requests Gnik Global Limited ("Gnik") to hold goods beyond the originally agreed shipping date, the Buyer remains fully liable to remit the balance FOB payment by the original shipping date, irrespective of the holding status. Gnik may, at its discretion, allow storage of such goods for up to thirty (30) calendar days without additional storage charges.
12.2. During the initial thirty (30) day storage period, an inspection may be arranged only upon written request from the Buyer. Such inspection, if conducted, shall incur a fee of USD 450 per shipment, payable in advance.
12.3. If goods remain unshipped after thirty (30) calendar days from the original shipping date, a mandatory re-inspection will be conducted by Gnik. The Buyer shall bear the inspection cost of USD 450 along with all applicable storage fees based on actuals, including warehouse rental, handling, and transport where applicable. Gnik retains the discretion to determine appropriate storage solutions, and the storage fee will be applicable from the 30th day of storage.
12.4. Should goods continue to remain in storage beyond ninety (90) calendar days, a final inspection will be mandatorily carried out by Gnik at the Buyer's cost of USD 450, in addition to storage charges. After this point, no claim will be entertained by Gnik post shipping of the goods even if Gnik will conduct inspection and will secure the quality of the goods till this point. After 90 days of storage, all goods shall be considered as held entirely at the Buyer’s risk.
12.5. If goods remain unclaimed or unshipped after one hundred eighty (180) calendar days from the original shipping date, the Buyer shall forfeit all ownership rights, claims, or entitlements over such goods. Gnik shall be entitled to dispose of, resell, or otherwise handle the goods at its sole discretion without further notice. Any disposal, administrative, or legal costs incurred by Gnik shall be recoverable from the Buyer.
13. After-Delivery Support & Quality Confirmation Procedures
13.1. The Buyer shall inspect the external condition of the goods and packaging promptly upon arrival at the destination port and during unloading. In the event of any apparent damage attributable to non-compliance with Gnik’s approved packaging standards, the Buyer must notify Gnik in writing within ten (10) calendar days of delivery.
13.2. Gnik shall not be liable for any damage, loss, or deterioration occurring during transit, unloading at the destination, or while the goods are in storage at the Buyer’s premises. This includes, but is not limited to, damage from water ingress, container wetness, improper handling, or port-related mishandling. Should the Buyer require transit insurance, this must be expressly requested at the time of order placement. If requested, Gnik will arrange such insurance at the Buyer’s expense.
13.3. Upon receipt of goods, the Buyer shall have the right to inspect for any discrepancies in quantity, quality, specifications, or visible/non-visible defects. Any such claims must be submitted to Gnik in writing within sixty (60) to ninety (90) calendar days from the date of arrival at the destination port. All claims must be accompanied by supporting evidence including photographs, videos, and a written description of the issue. Gnik may, at its discretion, request a third-party inspection at the Buyer’s warehouse to substantiate the claim and engage with the relevant shipper. Claims submitted beyond one hundred eighty (180) calendar days from arrival shall not be entertained under any circumstances. Remedies, if any, shall be subject to Gnik’s claims policy and may include replacement or another commercially reasonable resolution.
13.4. Products are inspected using the benchmarks specifically, AQL 2.5 for Minor Defects and AQL 6.5 for Major Defects as the inspection is conducted before shipping of the goods. Claims while the inspection results of the goods remain within the AQL thresholds will not qualify for free replacement or refund.
13.5. No claims will be accepted for goods that were clearly marked with product limitations or deviations (e.g., colour variations, natural texture marks) in the product description, production limitation callouts already addressed.
13.6. In the absence of specific and timely corrective instructions on the submitted samples if no feedback is received for 7 working days, the samples shall be deemed approved, and Gnik may proceed with production and shipment without further consent. Once accepted or not disputed, the goods shall be considered approved for dispatch.
14. Gnik’s Post-Sales Support & Claims Policy
Gnik Global Limited ("Gnik") is committed to ensuring product quality and customer satisfaction across all markets. In the event of a post-delivery quality concern raised by the buyer, the following policy shall apply:
14.1. Where the reported concern falls within Acceptable Quality Limit (AQL) 2.5 standards, Gnik will review the details provided and treat the feedback constructively as part of its continuous quality improvement efforts for future orders.
14.2. Should any issue be found to exceed the AQL 2.5 threshold, the buyer must submit a detailed claim including visual evidence (photos, video), affected box or shipment identification, and a formal description of the problem. Any request for compensation or corrective action must accompany this documentation.
14.3. Based on internal assessment and commercial feasibility, Gnik may at its sole discretion and based on best feasibility:
- Provide local support for troubleshooting coordination.
- Dispatch replacement goods on FOB terms within the earliest feasible production cycle.
- Credit the agreed claim amount against the buyer’s future order payments.
- Arrange a refund to the buyer, with applicable bank charges to be borne by the buyer.
14.4. Where further verification is required, Gnik may coordinate a physical inspection at the buyer’s warehouse, their appointed third-party facility, or at a Gnik-associated warehouse where goods may be stored on the buyer’s behalf. The inspection may be conducted either by Gnik team or third-party arrangement.
- If the inspection confirms quality deviations beyond the internationally- accepted AQL threshold, Gnik will bear the inspection cost and provide either replacements or appropriate remedial action.
- If the issue is found to be within acceptable limits, the buyer shall be obligated to pay the inspection cost to assigned third party inspector or agency along in addition of 500 USD service fee to Gnik.
14.5. The following circumstances shall not constitute valid grounds for rejection of goods:
– A change in the Buyer’s commercial strategy or preferences after purchase
– Unsatisfactory market response or slower-than-expected sales performance
– Delayed concern over product attributes previously disclosed or accepted
– Rejection of goods without any proper evidence sharing
– After 90 days of receipt and storage of the goods at destination warehouse storage.
– Any kind of issue from the aspect that was already addressed as product limitations prior to sailing of the goods from the country of origin of the goods.
14.6. Where a reported issue does not materially impact the core functionality, intended commercial use, or value of the product, Gnik may, issue a partial credit note in lieu of a replacement or refund.
14.7. In the event of a product-related concern, the Buyer agrees to follow Gnik’s three-step dispute resolution process:
– Formal written submission of the claim, with required documentation
– A virtual review meeting with Gnik’s Quality Assurance or Legal team
– Up to two (2) structured resolution discussions aimed at a fair settlement
14.8. If the matter remains unresolved after the agreed protocol, it shall be submitted to binding arbitration seated in London, United Kingdom, in accordance with the Arbitration Act 1996 (as amended, including by the Arbitration Act 2025, where applicable).
14.9. The parties agree that all legal matters arising from transactions with Gnik shall be governed by the laws of England and Wales, and subject to the exclusive jurisdiction of its courts.
14.10. Where a complaint or dispute is found to be unfounded, misrepresented, or intentionally misleading, the Buyer shall indemnify Gnik for all reasonable costs incurred. This includes, but is not limited to, legal and arbitration expenses, administrative costs, and any direct or reputational losses sustained by Gnik.
14.11. Buyers are expected to engage in all commercial dealings with Gnik in good faith. Any false or exaggerated claims resulting in operational disruption or reputational harm may give rise to Gnik’s right to pursue recovery under applicable UK contract and tort law.
15. Confidentiality, Portal Use & Intellectual Property Protection
15.1. Gnik Global Limited (“Gnik”) and the Buyer mutually agree to maintain the confidentiality of all non-public information shared during the course of their business relationship, including but not limited to product designs, specifications, pricing structures, supplier data, and commercial negotiations. This obligation shall survive termination of the business relationship for a period of three (3) years.
15.1.1. The Buyer shall not reproduce, forward, disclose, or otherwise distribute any proprietary materials, costings, communications, or digital content originating from Gnik to third parties without prior written consent.
15.1.2. All materials—such as catalogues, previews, and sampling documentation—shared by Gnik are for internal use only within the Buyer’s organisation and must not be used to solicit competitive offers or be shared with alternate vendors for re-design, development, or replication purposes. Any such activity if observed under IP protection, will be considered a breach of agreement and may lead to termination from the portal.
15.2. The Buyer is expected to uphold the confidentiality of Gnik’s suppliers, partners, and associated service providers. Any unauthorised outreach or misuse of such information constitutes a material breach of these Terms.
15.3. Prohibited Activities Include (but are not limited to):
- Accessing or attempting to access the portal’s backend code or architecture.
- Reverse engineering or imitating platform features.
- Using scraping tools, bots, or automation to extract supplier, pricing, or product data;
- Sharing screenshots, reports, or internal dashboards with external entities.
15.4. All visual assets, prototypes, mock-ups, and catalogues shared by Gnik are protected by international copyright and design laws. These are provided exclusively for the Buyer’s internal consideration and purchasing decisions. Likewise, Gnik treats any creative assets shared by the Buyer with strict confidentiality, disclosing them only to vetted production partners for execution.
15.5. Any design, development, or creative output produced by Gnik for the Buyer remains exclusive to that Buyer’s use within the Gnik ecosystem and may not be repurposed or transferred outside the Gnik platform
15.6. Should the Buyer share proprietary artwork with Gnik, ownership remains with the Buyer. However, Gnik disclaims liability for third-party infringements unless a specific indemnity agreement is in place.
15.7. Gnik reserves the right to suspend or terminate portal access—without prior notice—where breaches of confidentiality, misuse of platform features, or violations of professional conduct are identified.
15.8. Gnik ensures the strict protection of all Buyer information, including product strategies and brand identity, and shall not disclose such details externally without explicit consent.
15.9. Communications between Gnik and the Buyer—including emails, calls, and meetings—may be recorded or logged for having working notes, internal training, quality control, and process enhancement purposes.
15.10. Gnik guarantees it will not share or repurpose Buyer-owned designs with any other Buyer. If the Buyer wishes to legally register or copyright any designs via Gnik, applicable legal or facilitation charges will apply.
15.11. The Buyer shall maintain secure credentials for portal access. Any loss, misuse, or suspected unauthorised access must be immediately reported to [email protected] . In such cases, the Company may deactivate access temporarily to protect system integrity.
16. Termination and Post-Termination Provisions
16.1 Termination by Gnik
Gnik Global Limited reserves the right to terminate the commercial relationship with immediate effect, without liability, under the following circumstances:
- If the Buyer is found to have engaged in or facilitated intellectual property infringement, including but not limited to software misuse, unauthorized replication of designs, or reverse engineering of Gnik’s systems.
- Inactivity of buyer over a period of 24 months.
- In cases involving abusive conduct, professional misconduct, or fraudulent activity by the Buyer or its representatives.
- If the Buyer becomes insolvent, enters liquidation, voluntarily or otherwise or if files for bankruptcy.
16.2 Termination by the Buyer
The Buyer may initiate termination of their association with Gnik by submitting a written notice with a minimum 30-day notice period, provided that all dues are settled, no orders are pending, and no disputes remain unresolved, and their account shall be closed on their request.
16.3 Effect of Termination
- All Buyer obligations accrued prior to termination — including but not limited to outstanding payments, taxes, penalties, or commissions — shall remain valid and enforceable.
- The Buyer shall immediately cease usage of, and permanently delete, all Gnik-provided digital assets, samples, data, or proprietary documentation. Physical materials must be returned or securely destroyed upon request.
- Any ongoing product development or pending shipments shall be suspended and assessed at Gnik’s sole discretion, with due consideration to legal and commercial risks and any impacts to Gnik shall be compensated by the buyer as on actual cost depending on the stage of suspension of any project where termination is initiated by the buyer.
17. Legal Jurisdiction & Governing Law
17.1. In the event of any concern or grievance raised by the Buyer, Gnik encourages resolution through the following stepwise process, prior to any formal escalation:
- The Buyer should first communicate the concern in writing via email. Gnik will review and aim to address the matter through written correspondence.
- If further discussion is required, both parties shall participate in up to three (3) virtual meetings to explore potential resolutions in good faith.
- Where the matter remains unresolved, a representative from Gnik may meet the Buyer at their office (or other mutually agreed location) to understand the issue in detail and seek a practical solution.
Only upon the failure of all the above steps shall the matter proceed to formal legal remedies, subject to the applicable dispute and jurisdiction terms set out herein.
17.2. These terms and Conditions shall be governed under the laws of the United Kingdom, and any legal proceedings shall be exclusively subject to the courts of England and Wales.
17.3. Any arbitration or legal hearings shall be held in the United Kingdom unless otherwise agreed in writing.
17.4. English shall be the governing language for all contract interpretation, dispute handling, and documentation.
17.5. For buyers outside the UK, this agreement remains fully enforceable under the UK contract law and may be mirrored with enforcement in the Buyer’s local jurisdiction using international treaty mechanisms (e.g., Hague Convention, UNCITRAL guidelines).
17.6. If any section of this Agreement is found to be legally unenforceable, all remaining clauses shall continue to be valid and enforceable.
No failure or delay by Gnik in exercising any right under these terms shall constitute a waiver of that right.
18. Force Majeure and Dispute Resolution
18.1. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement if and to the extent that such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil commotion, strikes or other labour disputes (whether involving its workforce or that of any other party), pandemics, natural disasters, embargoes, governmental actions or restrictions (whether in the UK or overseas), transport or logistics disruptions, or shortages of raw materials or energy (a “Force Majeure Event”). For the avoidance of doubt, payment obligations shall not be excused by Force Majeure unless such events directly impede the ability to make payments through normal banking channels.
18.2. In the event of a Force Majeure Event affecting Gnik Global Limited, its obligations under the Agreement shall be suspended for the duration of the event, and the performance timelines shall be reasonably extended. Gnik shall promptly notify the Buyer in writing upon becoming aware of such an event impacting delivery or fulfilment. Buyers shall not cancel the affected order, nor seek compensation or penalties, during the subsistence of a Force Majeure Event. Gnik shall resume its obligations within a commercially reasonable time once the Force Majeure Event has ceased.
18.3. All disputes, claims, controversies, or differences arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach, termination, or enforceability (whether arising in contract, tort, statute, or otherwise), shall be referred to and finally resolved by arbitration in accordance with the LCIA Arbitration Rules then in force, which rules are deemed to be incorporated by reference into this clause. Prior to the commencement of arbitration, the parties shall engage in at least three (3) structured virtual meetings involving duly authorised representatives of both parties, to resolve the matter amicably. The seat (legal place) of arbitration shall be London, United Kingdom. The language of the arbitration shall be English. The decision or award rendered by the tribunal shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.
18.4. Subject to the provisions for arbitration set out herein, each side hereby irrevocably and unconditionally agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any action, suit, proceeding, or dispute (including, without limitation, any application for injunctive relief, interim measures, or the enforcement of any arbitration award) which may arise out of or in connection with this Agreement. For the avoidance of doubt, this submission to jurisdiction shall not preclude the Company from seeking urgent equitable or injunctive relief in any jurisdiction where such relief is necessary to protect its interests' pending resolution by arbitration.
19. Indemnity For Unfounded Claims
In the event any complaint, claim, defamatory allegation, or legal action is brought against Gnik Global Limited and is found to be unfounded or not attributable to the Company, the complainant shall indemnify and hold Gnik harmless for all reasonable legal, administrative, and reputational costs incurred. Gnik may additionally seek compensatory damages up to USD 100,000, subject to judicial assessment of proportionality under applicable law.
20. Buyer Feedback and Issue Escalation
20.1. Gnik Global Limited welcomes constructive feedback from its registered buyers as part of its commitment to service excellence and transparent business conduct. Buyers may submit suggestions, comments, or experiences by email to [email protected] . All submissions are handled confidentially and reviewed with professionalism and due care.
20.2. In the event of any concern, service issue, or dispute requiring escalation, buyers are encouraged to contact Gnik’s dedicated escalation team at [email protected] . Submissions should clearly outline the matter, include relevant context and supporting documents where applicable, and be presented in a respectful and cooperative manner.
20.3. Gnik assures buyers that raising issues or submitting good-faith feedback will not result in any form of discrimination or commercial disadvantage. Gnik upholds the principles of ethical business practice, non-retaliation, and open dialogue in line with UK business standards and international commercial norms.
20.4. Upon receipt of an escalated matter, Gnik will seek resolution through a maximum of three (3) structured written correspondences. Should the matter remain unresolved, Gnik may initiate a scheduled phone discussion, followed if necessary by a virtual meeting involving relevant decision-makers.
20.5. If further engagement is warranted, Gnik may arrange an in-person resolution session via an authorised representative or regional office, subject to mutual agreement on time and location.
20.6. All such matters shall be addressed in good faith and with a view to resolution within ten (10) business days from initial written submission, with a preferred goal of resolution within five (5) business days. Buyers are expected to engage constructively and respond in a timely manner throughout the resolution process.
21. Communications and Amendment of Terms
21.1. All buyer-related communications concerning these Terms and Conditions shall be submitted in writing to the designated contact email: [email protected] .This shall serve as the official and exclusive channel for correspondence regarding Buyer registration, contractual participation, and any matters related to Gnik Global Limited (“the Company”).
21.2. The Company reserves the right, at its sole discretion and without prior notice, to amend, modify, or update these Terms and Conditions at any time. Any such amendment shall take effect upon publication on the Gnik Buyer Portal and/or issuance of a formal notification to the Buyer’s registered email address. Continued access to or use of the Portal following such publication or notification shall constitute the Buyer’s binding acceptance of the revised Terms.
21.3. Continued use of the Gnik Buyer Portal or engagement in any business activity with the Company following such publication shall constitute the Buyer’s full and binding acceptance of the amended Terms, without the need for further acknowledgment.
21.4. Should a Buyer not agree to the revised Terms, a written request for deregistration and removal of submitted data may be lodged within ten (10) business days of publication. Such a request shall be reviewed in accordance with clause 21.5.
21.5. Upon receiving a valid deregistration request, the Company will initiate the account closure process within thirty (30) business days. However, such withdrawal shall not absolve the Buyer from any existing obligations, including:
(a) completion of ongoing purchase orders,
(b) settlement of outstanding payments or credits,
(c) resolution of product claims or compliance issues, and
(d) cooperation in any pending dispute resolution procedures.
These obligations shall survive the termination of the Buyer’s registration until satisfactorily concluded.
21.6. It is the Buyer’s responsibility to carefully read whenever any revisions occur in the Terms and Conditions as they get published with notification. The Company shall not be held liable for any consequences arising from failure to stay updated.
No provision of these Terms may be waived or amended unless expressly agreed in writing and signed by authorised representatives of both parties.
By proceeding with registration or continuing engagement with the Company—either through the Gnik Buyer Portal, directly, or via authorised third-party representatives—the Buyer agrees to be legally bound by these Terms and Conditions.
These Terms shall be governed by the laws of England and Wales, and any unresolved disputes shall be subject to binding arbitration under LCIA rules, unless otherwise mutually agreed in writing and in accordance to the clause 17.1.
Buyer Terms & Conditions for Portal Use operated by Gnik Global Limited, Suite 15, First Floor 213 Kingsbury Road, Jubilee Business Centre, London, NW9 8AQ, United Kingdom registered address and Effective Date: June 2025