SIAMAYA WHOLESALE PORTAL TERMS AND CONDITIONS

Last updated: 7 March 2026

These Wholesale Portal Terms and Conditions (“Terms”) govern access to and use of the Siamaya wholesale portal and all wholesale purchases made through it by approved business customers.

These Terms form a binding agreement between Siamaya Craft Co., Ltd., a company incorporated under the laws of Thailand with registered office at 12/8 Wua Lai Rd., Soi 3, T. Haiya, A. Mueang, Chiang Mai 50100, Thailand (“Siamaya,” “we,” “us,” or “our”), and the business customer applying for, accessing, or purchasing through the wholesale portal (“Buyer,” “you,” or “your”).

By applying for a wholesale account, accessing the wholesale portal, or placing an order through it, you agree to these Terms.

1. Scope

These Terms apply only to approved B2B wholesale customers using Siamaya’s wholesale portal. They do not apply to retail purchases made through Siamaya’s standard consumer website.

2. Eligibility and authority

2.1 The wholesale portal is for business customers only. Siamaya may approve or reject any application for a wholesale account in its discretion.

2.2 The person accepting these Terms, registering an account, or placing an order on behalf of the Buyer represents and warrants that they are authorized to bind the Buyer.

2.3 Siamaya may request business registration details, tax information, resale information, channel information, or other documents reasonably required to assess or maintain wholesale eligibility.

3. Wholesale account

3.1 Access to wholesale pricing is restricted to approved accounts only.

3.2 The Buyer must ensure that all account information is accurate, complete, and kept up to date.

3.3 The Buyer is responsible for maintaining the confidentiality of its login credentials and for all activity conducted through its account.

3.4 Siamaya may suspend, restrict, or deactivate an account if information provided is inaccurate, misleading, incomplete, or no longer valid.

4. Orders and order acceptance

4.1 Product listings, wholesale pricing, and availability shown in the wholesale portal are invitations to place orders only and do not constitute a binding offer by Siamaya.

4.2 An order submitted by the Buyer constitutes an offer to purchase.

4.3 No order is binding on Siamaya unless and until Siamaya accepts it.

4.4 Siamaya may accept, reject, cancel, limit, or place conditions on any order, in whole or in part, including where there is a pricing error, stock shortage, suspected fraud, overdue payment, channel conflict, territory issue, breach of these Terms, or any other legitimate business reason.

4.5 Any estimated dispatch or delivery date is indicative only.

5. Products, pricing, and discounts

5.1 Wholesale prices are those displayed in the wholesale portal or otherwise confirmed by Siamaya in writing at the time of order acceptance.

5.2 Siamaya may assign different pricing, discounts, price lists, minimum order quantities, or customer groups to different wholesale buyers.

5.3 Unless Siamaya agrees otherwise in writing, the Buyer’s pricing is the pricing assigned to the Buyer’s account in the portal.

5.4 Siamaya may change prices, discounts, minimum order quantities, pack sizes, assortment, or product availability at any time before accepting an order.

5.5 The Buyer must not rely on any accidental, obvious, or manifest pricing or product description error. Siamaya may correct such errors and cancel or amend affected orders.

5.6 Unless stated otherwise, prices are exclusive of delivery charges and applicable taxes.

6. Payment terms

6.1 Unless Siamaya has expressly approved credit terms for the Buyer in writing, all wholesale orders must be paid in full before dispatch.

6.2 Where Siamaya approves credit terms, payment is due within thirty (30) days from invoice date, unless Siamaya has agreed otherwise in writing.

6.3 Siamaya may withdraw, suspend, or change credit terms at any time based on payment history, order volume, account activity, risk concerns, or any other legitimate business reason.

6.4 The Buyer may not set off, withhold, deduct, or counterclaim against any amount due to Siamaya unless Siamaya has expressly agreed in writing.

6.5 If any invoice is overdue, Siamaya may suspend supply, place orders on hold, revoke portal access, withdraw credit terms, require prepayment for future orders, and pursue any other remedy available under these Terms or applicable law.

6.6 Overdue amounts may accrue interest at the rate of five percent (5%) per annum, calculated on the overdue amount only, from the due date until the date of actual payment, to the extent permitted by applicable law.

7. Delivery, title, and risk

7.1 Siamaya will arrange delivery to the address accepted by Siamaya for the relevant order, or make the Products available for collection, as applicable.

7.2 Risk in the Products passes to the Buyer upon delivery to the delivery address or, if applicable, upon collection by the Buyer or its carrier.

7.3 Title to the Products passes only when Siamaya has received full payment for those Products.

7.4 The Buyer must ensure that the delivery address, contact details, and receiving arrangements are accurate and that someone is available to receive the Products in appropriate conditions.

7.5 Siamaya is not responsible for delay, loss, spoilage, or deterioration caused by incorrect delivery information, failure to receive delivery promptly, or the Buyer’s failure to maintain suitable receiving and storage conditions.

8. Inspection and claims

8.1 The Buyer must inspect the Products promptly upon receipt.

8.2 Any claim for shortage, visible damage, or visible defect must be notified to Siamaya in writing within five (5) business days after delivery, together with reasonable supporting evidence, including photographs and delivery records where relevant.

8.3 Any claim for latent defect must be notified to Siamaya in writing within five (5) business days after discovery and, in any event, before the printed expiry date of the relevant Product.

8.4 Siamaya is not liable for any issue caused by improper storage, handling, transport, display, repacking, relabelling, or sale by the Buyer or any third party after delivery.

8.5 If Siamaya accepts a claim, Siamaya may, at its option, replace the affected Products, issue a credit note, or refund the corresponding purchase price.

9. Returns and cancellations

9.1 Orders may not be cancelled by the Buyer after Siamaya has accepted them unless Siamaya agrees otherwise in writing.

9.2 Products may not be returned without Siamaya’s prior written approval.

9.3 Siamaya is not obliged to accept returns of unsold, overstocked, slow-moving, expired, damaged, improperly stored, discounted, relabelled, seasonal, or promotional Products, except where required by law or expressly agreed in writing.

9.4 Approved returns must follow Siamaya’s instructions and may be subject to inspection.

10. Buyer obligations for storage, handling, display, and resale

10.1 The Buyer must store, handle, transport, display, market, and sell the Products in accordance with: (a) these Terms; (b) Siamaya’s Product Care and Storage Requirements; (c) any written product, display, or brand guidance issued by Siamaya from time to time; and (d) all applicable laws and regulations.

10.2 Without limitation, the Buyer must: (a) maintain suitable temperature control, cleanliness, pest protection, and stock rotation appropriate for premium chocolate products in Thailand’s climate; (b) keep Products away from excessive heat, humidity, direct sunlight, contamination, and strong odors; (c) ensure Products are displayed and stored in a clean, safe, and commercially appropriate manner; (d) sell Products only in original packaging, with all labels, batch information, and expiry information intact; (e) not sell any Product that is expired, damaged, contaminated, melted, infested, tampered with, or otherwise unfit for sale; and (f) follow any reasonable recall, withdrawal, safety, or quality instruction issued by Siamaya.

10.3 The Buyer is responsible for all loss, spoilage, contamination, deterioration, or damage occurring after delivery where caused by factors within the Buyer’s control, including improper storage, handling, transport, or display.

10.4 Any Product damaged, deteriorated, contaminated, or rendered unsaleable due to causes within the Buyer’s control will be treated as sold and will not be eligible for return, refund, or credit.

11. Resale restrictions and territory

11.1 Unless Siamaya has agreed otherwise in writing, the Buyer may sell the Products only within Thailand and only through the Buyer’s own approved business channels.

11.2 The Buyer must not: (a) export the Products; (b) sell the Products for export; (c) resell the Products outside Thailand; (d) supply the Products to any person or entity that the Buyer knows, or ought reasonably to know, intends to resell them outside Thailand; (e) resell the Products through third-party marketplaces, unauthorized e-commerce platforms, sub-distributors, or resellers without Siamaya’s prior written consent; or (f) make false, misleading, unsubstantiated, or unauthorized claims about Siamaya or the Products.

11.3 Siamaya may issue reasonable channel, display, merchandising, or resale guidelines from time to time, and the Buyer must comply with them.

12. Intellectual property and brand use

12.1 All trademarks, trade names, logos, product names, designs, photographs, text, descriptions, and other materials relating to the Products are owned by Siamaya or its licensors.

12.2 Siamaya grants the Buyer a limited, non-exclusive, non-transferable, revocable right to use Siamaya’s approved product images and brand materials solely for the purpose of advertising and reselling genuine Products purchased directly from Siamaya.

12.3 The Buyer must comply with Siamaya’s branding and usage instructions and must stop using any Siamaya intellectual property immediately upon request.

12.4 The Buyer must not alter packaging, remove labels, repackage Products, or present the Products in a manner that may damage Siamaya’s brand or reputation.

12.5 No right, title, or interest in Siamaya’s intellectual property is transferred to the Buyer.

13. Compliance with law

13.1 The Buyer must comply with all applicable laws and regulations relating to the storage, handling, marketing, sale, and distribution of the Products.

13.2 The Buyer is responsible for obtaining any business licenses, permits, registrations, or approvals required for its business or sales channels.

13.3 The Buyer must cooperate with Siamaya in relation to any product safety issue, complaint investigation, recall, regulatory inquiry, or quality matter affecting the Products.

14. Suspension, refusal of supply, and termination

14.1 Siamaya may suspend the Buyer’s account, reject future orders, withdraw credit terms, change payment status, or terminate the Buyer’s access to the wholesale portal immediately by notice if: (a) the Buyer breaches these Terms; (b) the Buyer fails to store, handle, display, market, or sell the Products properly; (c) the Buyer fails to pay any amount when due; (d) Siamaya reasonably believes the Buyer’s conduct may damage Siamaya’s brand, goodwill, product integrity, or legal compliance; (e) the Buyer provides false or misleading account information; (f) the Buyer engages in unauthorized channels or cross-border resale; or (g) the Buyer becomes insolvent or subject to insolvency-related proceedings.

14.2 Siamaya may terminate the Buyer’s wholesale account or access to the wholesale portal at any time on thirty (30) days’ written notice, without liability for future orders not yet accepted.

14.3 Termination or suspension does not affect any accrued rights, obligations, payment liabilities, or remedies.

14.4 Upon termination, the Buyer must immediately cease use of Siamaya’s intellectual property and, if requested, remove Siamaya branding and marketing materials from its sales channels.

15. Product information and disclaimers

15.1 Siamaya will use reasonable efforts to ensure that product descriptions, ingredients information, pack sizes, and other product details are materially accurate, but minor changes in packaging, labeling, format, or presentation may occur from time to time.

15.2 Except as expressly stated in these Terms or required by law, Siamaya gives no warranty, representation, or undertaking regarding merchantability, fitness for a particular purpose, uninterrupted supply, sales performance, or suitability for any specific channel, customer, or use.

15.3 The Buyer acknowledges that premium chocolate is sensitive to environmental and handling conditions, and that product condition after delivery depends materially on the Buyer’s storage, handling, and display practices.

16. Limitation of liability

16.1 To the fullest extent permitted by applicable law, Siamaya’s total aggregate liability arising out of or in connection with these Terms, the wholesale portal, or any order shall not exceed the amount paid by the Buyer to Siamaya for the specific order giving rise to the claim.

16.2 To the fullest extent permitted by applicable law, Siamaya shall not be liable for any indirect, incidental, special, consequential, or punitive loss, or for any loss of profit, loss of revenue, loss of goodwill, loss of opportunity, or business interruption.

16.3 Nothing in these Terms excludes or limits liability to the extent such exclusion or limitation is not permitted by applicable law, including but not limited to liability under the Liability for Damages Arising from Unsafe Product Act B.E. 2551 (2008).

17. Data privacy

17.1 Siamaya will collect, use, disclose, and otherwise process personal data relating to the Buyer’s representatives in accordance with Siamaya’s Business Customer Privacy Notice, as updated from time to time.

17.2 The Buyer confirms that, where it provides personal data relating to its employees, officers, representatives, or other individuals to Siamaya, it has provided any necessary notices and has lawful authority to do so.

18. Electronic communications and records

18.1 The Buyer agrees that Siamaya may communicate electronically in relation to account approval, orders, invoices, payment, claims, notices, policy updates, and related matters.

18.2 The Buyer agrees that acceptance of these Terms by checkbox, click, portal submission, or similar electronic method constitutes valid and binding acceptance.

18.3 Siamaya may maintain electronic records of account registration, acceptance of these Terms, orders, communications, invoices, payments, and related matters.

19. Force majeure

Siamaya is not liable for any delay, failure, shortage, or inability to perform caused by events beyond its reasonable control, including natural disaster, extreme weather, disease outbreak, power failure, transport disruption, labour dispute, supply shortage, government action, or systems failure.

20. Governing law and dispute resolution

20.1 These Terms are governed by the laws of Thailand.

20.2 The parties shall first attempt in good faith to resolve any dispute by discussion and negotiation.

20.3 If a dispute cannot be resolved amicably within thirty (30) days after written notice of dispute, the dispute shall be submitted to the courts of Thailand having jurisdiction.

21. Language

These Terms are provided in English. If Siamaya provides a Thai-language translation for convenience, the English version prevails in the event of any inconsistency, unless Siamaya expressly states otherwise in writing.

22. General

22.1 These Terms constitute the entire agreement between Siamaya and the Buyer in relation to the wholesale portal and wholesale purchases made through it, unless the parties have signed a separate written agreement that expressly overrides these Terms.

22.2 Siamaya may update these Terms from time to time. Updated Terms will apply from the effective date stated on the updated version.

22.3 If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

22.4 The Buyer may not assign or transfer any of its rights or obligations under these Terms without Siamaya’s prior written consent. Siamaya may assign these Terms to an affiliate, successor, or purchaser of the relevant business.

22.5 No failure or delay by Siamaya in exercising any right or remedy shall operate as a waiver.