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Terms and Conditions of Sale

Acceptance of Terms

Placing an order with GoKu Group, in any geographic jurisdiction, entails the client's unequivocal acceptance of these terms and conditions of sale, which shall prevail over any prior agreement, unless expressly stipulated otherwise through a written agreement between both parties.

Volume Pricing and Loyalty Discounts

At GoKu Group, we reward the loyalty of our B2B clients with a discount system based on the annual accumulated volume of purchases:

Minimum Order: A minimum amount of €500, or its equivalent in the local currency, is established for the first order of each fiscal year, applicable when the client's accumulated discount is 0%.

Discount Scale for the Current Year's Purchase Volume (amounts in euros or the current equivalent in the client's local currency):

·        Up to €1,000: 0% discount..

·        €1,000 to €2,000: 2.5% discount.

·        €2,000 to €5,000: 5% discount.

·        €5,000 to €7,500: 7.5% discount.

·        €7,500 to €10,000: 10% discount.

·        Over €10,000: 12.5% discount.

Validity of Quotations 

All quotations have a maximum validity period of 30 days from the date of issuance. 

Payment Methods    

All payments will be made by bank transfer to the account indicated on the proforma invoice at the time of accepting each milestone.

Other alternative payment methods may be requested by the client but could be subject to third-party commissions, which will be fully passed on to the client.

Delivery Deadlines

Preparation times will be communicated at the time of the budget request and will generally be (except during holiday periods, trade fair periods, special events, or local holidays): 

  • For materials in stock at the offering company's warehouse: 3 business days for order preparation + shipping time 
  • For products produced in the offering company's country: 3 weeks + shipping time 
  • For out-of-stock products that need to be imported by the offering company: 6 weeks + shipping time  

Annual Discount Review:

In the context of our loyalty policy and with the aim of ensuring equity in the allocation of benefits to our esteemed clients, GoKu Group conducts a meticulous review of each client's accumulated billing volume at the close of each fiscal year. This practice is intended to determine the discount percentage that will be applied to the client's transactions during the next fiscal year.

 It should be noted that the recalculated discount percentage for the next year may be lower than the percentage actually applied to the client during the fiscal year under review. This situation can arise from the fact that the billing volume due to purchases made by the client in the fiscal year prior to the one being recalculated could have been higher, granting a higher discount than would correspond to the billing of purchases made in the fiscal year currently under analysis.

 In such cases, the starting percentage for the next fiscal year will be determined based on the calculation performed on the billing of the actual purchases of the fiscal year under review, regardless of the higher discount percentage the client might have enjoyed in the past due to a higher volume of purchases in previous years. .

 The recalculated and assigned discounts will be effective exclusively for orders that activate the new discount percentage and for those made subsequently within the same fiscal year. Previous orders will not retroactively benefit from adjustments in the discount percentages determined by this annual review.

 This approach reflects our commitment to transparency and fairness, recognizing the loyalty and continuous support of our clients, while establishing a coherent and equitable framework for the administration of discounts and commercial benefits.

Discount Model Example:

Consider the following scenario with a hypothetical client:

Year  1:

  • Purchases Made: 12.000€
  • Assigned Discount According to Purchases: 12,5%

The client reaches a billing volume that grants a 12.5% discount for the next fiscal year.

Year 2:

  • Purchases Made: 7.000€
  • Recalculated Discount According to Year 2 Purchases: 7,5%
  • Effective Discount During Year 2: 12.5% (maintained from Year 1)

Upon reviewing the invoices for Year 2 purchases, the volume would correspond to a 7.5% discount. However, since the client enjoyed a 12.5% discount assigned from Year 1, this is maintained for Year 2 due to the policy of keeping the highest discount obtained calculated according to the purchase volume of the current year and the previous year.

Year 3:

  • Purchases Made: 5.000€
  • Recalculated Discount According to Year 3 Purchases: 5%
  • Effective Discount During Year 3: 7.5% (recalculated based on the actual purchases of Year 2)

For Year 3, the client makes purchases totaling €5,000, which would normally grant a 5% discount for the next year. However, the effective discount rate for Year 3 is based on the recalculated rate of 7.5% due to the purchases made in Year 2. The 12.5% discount from Year 1 is no longer applicable because the reference year for calculating the discount for Year 3 is Year 2, and the current volume in Year 3, not Year 1.

Confirmation and Shipping

·        Order Confirmation: Requires a 50% payment in advance, or 100% for in-stock products.

·        Shipping: Occurs once full payment is received, including shipping costs, which can be directly coordinated by the client.

This scheme acknowledges and rewards your continuous support, offering advantageous conditions to foster a lasting commercial relationship.

Payment Conditions

The payment conditions for all orders placed with any of the companies forming GoKu Group are structured as follows:

  • Initial Payment: Upon placing an order, the client must pay 50% of the total order amount as an initial payment to confirm it. This initial payment is necessary to begin the processing and preparation of the order.
  • Final Payment: The remaining 50% of the total order amount, along with applicable shipping costs, will be paid once the material is ready for shipment. The company will notify the client when the order is ready, providing the final details of the shipping costs based on the destination and selected shipping options.
  • Invoice Issuance: Invoices corresponding to the order will be issued after receiving the complete payment (initial and final payments including shipping costs). These invoices will be sent to the client electronically.

 Consequences of Payment Delay: In case the final payment is not made under the agreed terms, the right to withhold the shipment of the material until payment is completed is reserved. The company reserves the right to apply a 10% interest rate on the amount owed if the delay exceeds 30 days. Additionally, legal costs and any additional expenses incurred due to debt recovery will be the client's responsibility.

Taxes and Withholdings

The prices listed for our products and services do not include applicable taxes. Clients are responsible for complying with their tax obligations in their respective countries, and it is essential that they inform GoKu Group about their specific tax situation to ensure the correct application of taxes and withholdings. Below are special considerations for clients in Spain and within the European Union:

  • Clientes en España: Para los clientes con operaciones en España, se aplicará el Impuesto sobre el Valor Añadido (IVA) al tipo general del 21% sobre todos los productos y servicios proporcionados. Este impuesto se añadirá a las facturas emitidas por las empresas españolas que forman parte de GoKu Group conforme a la legislación fiscal española.
  • Equivalence Surcharge Regime: Clients subject to the equivalence surcharge regime in Spain must explicitly communicate this at the time of registering as a client. In these cases, in addition to the general VAT rate of 21%, an equivalence surcharge of 5.2% will be applied to the total invoice. This measure is specific to certain types of retail traders and is designed to simplify their tax obligations related to VAT..
  • Clients within the EU with a Valid VAT Number: For clients located in other European Union member countries who have a valid VAT (Value Added Tax) number, intra-community trade regulations will apply, allowing VAT exemption on invoices, subject to the verification of such number.​
  • Taxation in the U.S. and Mexico: Local taxes will apply, including the 16% VAT in Mexico.
  • Client Responsibilities: Each client is responsible for providing accurate and up-to-date information about their tax situation, including changes in VAT number, applicability of special regimes, or any other relevant circumstance. Timely and precise communication is crucial to ensure accurate billing and compliance with tax obligations.  
  • Certain countries apply withholdings to the invoice amount, according to their internal legislation. Any withholding will be paid by the client to the tax authorities. Under no circumstances can GoKu Group or any of the companies forming it become involved in costs related to the legislation of a country other than where it is incorporated. Therefore, the invoice amount will be owed to the GoKu Group company in its entirety and does not include any costs related to the legislation of the country where the client is located

 GoKu Group commits to complying with all applicable tax regulations, adapting billing practices to the specifications provided by the client and current laws. Collaboration and transparency between GoKu Group and its clients are fundamental to ensure an efficient billing process in accordance with the corresponding tax regulations.

Delivery and Shipping

Delivery time will vary based on product availability and the location of the client. The client will be responsible for shipping if they decide to arrange it themselves. Goods will be shipped once full payment has been received.

Warranty and Returns

All products are subject to legally established warranty conditions.   

The warranty period begins on the product delivery date, at the delivery address if the shipment is on our account, or at the pickup location if the client arranges the pickup.  

This warranty does not cover any damage caused by improper handling, use, or storage.  

Exchanges for used garments are not accepted except for manufacturing defects, which must be validated by the manufacturer, and will be replaced with the same variant of the product.    

Returns of unused products must be authorized and will always be compensated with other products in stock as long as they are within the 30-day exchange period.   

Custom-made, customized, or on-demand products requested by a client cannot be returned except for manufacturing errors or defects, which will be replaced by the same variant of the defective product upon validation of the manufacturing defect by the manufacturer.

Shipping costs for returns not due to distributor or manufacturer errors will be entirely borne by the client.  

Cancellation or Withdrawal

The cancellation or withdrawal of an order by the buyer entails the obligation to cover any personnel, management, or other expenses incurred up to that moment, as well as the cost of materials that have already been manufactured.

Legal Framework. Applicable Legislation and Dispute Resolution

The contracting parties, expressly waiving their own jurisdiction, submit to the courts of Pontevedra (Spain) to decide any disputes that may arise due to contracts stipulated with any of the companies belonging to GoKu Group.

For clients in the United States

For the resolution of conflicts or disputes arising under these terms and conditions or in relation to any product or service provided by GoKu Group in the United States, the parties irrevocably agree to undergo an arbitration process. This process will be governed and interpreted in accordance with the laws of the State of New Mexico. Arbitration will be conducted in the city of Albuquerque, under the rules of the American Arbitration Association (AAA) or any other arbitration entity mutually selected by the parties. The arbitrator's decision will be final, binding on both parties, and enforceable in any court of competent jurisdiction. The parties agree that the arbitration process will be confidential and that the costs of arbitration, including the arbitrator's fees, will be shared equally between the parties unless the arbitrator determines otherwise as part of their final decision.

Modifications to the Terms and Conditions

GoKu Group reserves the right to modify these terms and conditions at any time, with immediate effect following their publication on the official website

Ownership of the Materials

Until full payment is made, the companies forming GoKu Group retain ownership of all supplied products. This applies to agreements within Spain as well as international agreements, including the United States, ensuring protection against non-payment

Privacy and Data Protection

In compliance with the General Data Protection Regulation (GDPR) of the European Union and similar data protection laws in the United States, such as the California Consumer Privacy Act (CCPA), we commit to protecting the privacy of our clients. Personal information collected will be used exclusively for processing orders, delivering products, and communication related to products, services, or orders

Use of the Services

The products and services provided by GoKu Group are specifically designed for commercial clients (B2B), including stores and distributors that sell to end consumers. By purchasing our products, the client commits to:

  •  Use the products exclusively within the commercial sphere, intended for resale or distribution in the retail channel.
  • Ensure that the end use of the products complies with all applicable regulations and laws in their jurisdiction, as well as with relevant quality and safety standards.
  • Properly inform end consumers about the products' features, correct use, and care, maintaining the standards of the brands marketed by GoKu Group.

GoKu Group commits to supplying products that meet the highest standards of quality and performance, expecting our commercial clients to act as responsible partners in delivering these standards to end consumers

Limitation of Liability

The companies that are part of GoKu Group shall not be liable for indirect, incidental, special, or consequential damages, including, but not limited to, loss of profits or business interruption, resulting from the use or inability to use the products or services.

Indemnification

The client agrees to indemnify and hold harmless any of the companies forming GoKu Group and their affiliates against any claim, loss, damage, liability, cost, and expense (including legal fees) arising from the misuse of the products or services, or the violation of these terms and conditions.

Force Majeure

Neither the client nor the companies supplying the products and services offered by GoKu Group shall be responsible for the failure to fulfill their obligations if such failure is due to circumstances beyond their reasonable control, including, but not limited to, natural disasters, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, strikes, or shortages of transport, fuel, energy, labor, or materials.

Communications

All notifications between the parties must be made in writing and sent to the email address designated by each party. Communications will be considered received 24 hours after an email is sent or three days after postal mailing. Communications with GoKu Group should be made through the email address: info@GoKuGroup.com

Generalities

These terms and conditions constitute the complete agreement between the parties concerning its subject matter and replace all previous communications, proposals, or agreements, whether oral or written.

Contact

For any questions or clarifications regarding these terms and conditions, clients can contact the companies forming GoKu Group preferably through the email address info@GoKuGroup.com or, as a last resort, at the company's registered office.

Modification of Products and Services

GoKu Group reserves the right to modify, suspend, or discontinue any aspect of its products or services at any time, including features, prices, specifications, and availability, without prior notice and without any liability. However, such changes will not affect already confirmed orders, except by mutual agreement between the parties or in cases of force majeure that prevent the fulfillment of these conditions.

Intellectual Property

All intellectual property rights related to the products, services, and content published by GoKu Group, including, but not limited to, designs, texts, graphics, logos, icons, images, as well as their selection and arrangement, are the exclusive property of GoKu Group or its licensors and are protected by applicable intellectual property laws both in Spain and internationally. The client agrees not to reproduce, duplicate, copy, sell, resell, or exploit any part of the products or services without the express written consent of one of the companies that make up GoKu Group.

Links to Third Parties

Websites or third-party services linked through the services of GoKu Group are not controlled by GoKu Group, and the company assumes no responsibility for the content, privacy policies, or practices of third-party websites. Clients are advised to read the terms and conditions and privacy policies of any third-party website or service they visit.

Severability

If any provision of these terms and conditions is deemed invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of these terms and conditions will remain in full force and effect. The invalid or unenforceable provision will be replaced by a valid provision that most closely matches the original intent of the parties.

Waiver

The failure to exercise or delay in exercising any right, power, or privilege under these terms and conditions will not operate as a waiver of such right, nor will the single or partial exercise of any right preclude any other or further exercise of such right, or the exercise of any other right under these terms and conditions.

Complete Agreement

These terms and conditions and any policy or operational rule published by GoKu Group on its website or in relation to the service constitute the complete agreement and understanding between the client and the product and service provider company on behalf of GoKu Group, and govern the use of the service, replacing any previous agreements, communications, and proposals, whether oral or written, between the client and the product and service provider company on behalf of GoKu Group (including, but not limited to, any previous version of the terms and conditions).

Language

These terms and conditions have been drafted in Spanish. In the event of any discrepancy between the Spanish version and any translation into another language, the Spanish version shall prevail.