Terms of service
These terms and conditions (the "Agreement") is effective from 2026-02-01
BETWEEN: Fandango Retail OÜ (the "Company"), an Estonian company with registration number 17396735, and address: Fandango Retail OÜ, Mootori 7/2-4, 10416 Tallinn, Estonia
AND: Company registered as an authorized retailer through Fandango's B2B portal (the "Retailer”)
1. APPOINTMENT
1.1 Appointment
Company appoints Retailer and Retailer accepts appointment as an independent non-exclusive Retailer to market and sell Company Products to consumers in Retailers home country (the “Territory”).
1.2 Sub-Retailers
Retailer shall not, without Company's prior written approval, appoint sub-retailers, retailers, or agents ("Sub-retailers") to market or sell Company Products. This includes sales and marketing through third party distribution channels, including but not limited to Amazon, Ebay and AliExpress.
1.3 Sales Outside Territory
Retailer shall in no way market, distribute, export or sell Company Products outside the Territory without Company's prior written approval.
1.4 Company Sales Activity
Company reserves the right to make direct sales into the Territory, and Retailer shall not be entitled to any compensation on any such sales. The Company may appoint additional Retailer in the Territory at any time.
2. PRODUCTS AND ORDERING
2.1 Products
Company Products means the products agreed to between the parties from time to time with any exclusions, additions or discounts Company may make.
2.2 Orders
Retailer may order from Company by entering orders directly into the Company’s system at fandangoretail.com. Acceptance by Company of the order shall occur when an order confirmation is returned to the Retailer.
2.3 Supply of Products
Company shall endeavor to ship Company Products to Retailer in a timely manner. Should shortages occur, Company may allocate its resources as it deems appropriate; may delay or stop shipments; and may send partial shipments with prior notice. Company shall not be liable to Retailer for any failure to supply quantities of Company Products agreed upon with Retailer.
2.4 Delivery
The date shown on our order confirmation sheet refers to the date that the products leave our warehouse. Typical transport time to northern Europe is 2-3 working days and to central Europe 7 working days. Company is not responsible for delays or additional costs due to delays caused by third parties.
3. PRICES AND PAYMENTS
3.1 Purchase Price
Prices for Company Products purchased hereunder shall be amended from time to time. Such prices do not include any taxes, fees, duties, shipping costs, insurance, or other levies. Any such items (except taxes on Company's income) will be added to the purchase price. Retailer shall pay all taxes and government imposts arising from Retailer's activities as a Company Retailer.
3.2 Price Changes
Company may at any time change Company Product pricing, or the Retailers purchase price without notice or liability, but any purchase order accepted by Company before a price change takes effect shall be invoiced at the previous price.
3.3 Payment Terms
Purchase orders will be invoiced as of the order shipment date and shall be paid for in full within 30 days unless other payment terms have been agreed upon in writing. For a new Retailer signing up the Company reserves the right to demand upfront payment for the first few orders until a relationship is established. Payment terms will be stated on the invoice. Invoicing and payment are done in EUR currency.
3.4 Pricing and Brand Representation
The Retailer agrees to support the brand positioning of the Company and the Company's products by adhering to the Recommended Retail Price (RRP) as provided by the Company from time to time. While the Company recognizes the Retailer’s discretion in setting final retail prices, persistent undercutting of the Recommended Retail Price (RRP) may be considered detrimental to the brand and may result in a review of the Retailer’s authorized status or supply terms.
4. PALLETS AND PACKAGING
4.1 Pallets
Products will be shipped on sea pallets or EUR pallets unless an alternative type of transit material has been agreed at the time an order was placed.
The pallets have been heat treated and can be sold or recycled by Retailer.
4.2 Recycling of pallets and packaging
Company does not accept any extra cost from the Retailer regarding recycling.
5. DOCUMENTS
Company will provide all information and documents in English.
6. MARKETING SUPPORT
Company will provide the Retailer with photographs and videos that the Retailer may use to market Kindling Crackers. Retailer should only use photographs and videos supplied by Company.
Company will not provide marketing contributions other than photography and videos.
7. COMPLAINTS
Both the Kindling Cracker Original and Kindling Cracker King come with a five year warranty.
If any production errors are detected with the products the Company will offer replacement products free of charge.
Where an end-user reports a defective product to a Retailer the Company will offer replacement product(s) to the Retailer, as long as the product has been used correctly, and the fault didn’t result from misuse. End-user must provide the Retailer with a photo of the defective product, and this must be made available to the Company.
Company will offer new product boxes to the Retailer if the product packaging has been damaged during transport. Extra costs incurred for repacking will not be covered.
8. PATENTS AND INTELLECTUAL PROPERTY
The Retailer is informed that the products “Kindling Cracker Original” and “Kindling Cracker King” are patented. The products are patented in their current form and in multiple variations thereof. The Retailer is informed that Ayla Hutchinson of New Zealand is the sole inventor of these products. The scope of the patent is incredibly extensive. Key elements are the upward facing blade (and even multiple blades) beneath a safety ring/guard in all shapes and sizes.
Any breach of patents or intellectual property rights of the Company, or any of the products sold by the Company, will have legal consequences.
9. DEALER DISPLAY EXPECTATIONS
9.1 Presenting the products In Store
Many end-users will be seeing the Kindling Cracker for the first time when they see it in Retailer’s store(s).
In the Company’s experience Retailers who display the Kindling Cracker on chopping blocks with a log on the blade and a hammer safely close by sell significantly more than those retailers who don’t present the Kindling Cracker in this way.
The photos below show how the Company expect the Kindling Cracker to be displayed.
9.2 Presenting the Kindling Cracker Online
Use only images and videos supplied by the Company. Please include the following facts:
● The Kindling Cracker is patented.
● The inventor was Ayla Hutchinson.
● Manufactured in Australia.
● 5 year warranty.
10. TRADEMARKS AND TRADE NAMES
Retailer acknowledges that Company and/or its affiliates are the sole and exclusive owners of the name "Company" and any abbreviations or variations thereof; and of any and all of Company's trademarks and trade names and trade logos (collectively "Trademarks") as Company may unilaterally amend periodically (registered or not). Retailer agrees not to register or use any mark(s) that are similar enough to be construed as Company Trademarks. Retailer acquires no rights to the Trademarks, and Retailer hereby assigns and transfers to Company all rights that it may acquire in and to the Trademarks, whether by operation of law or otherwise. Any approval for Retailers use of any Company Trademark shall be made pursuant to a Company Trademark License Agreement executed separately by and between the Parties hereto.
11. TERMINATION
11.1 Termination Without Cause
Either party can terminate this Agreement without cause by giving 90 days' written notice to the other.
11.2. Termination for Cause
This Agreement may be terminated for cause upon written notice:
- By either party upon 30 days written notice if the other commits a material breach of the Agreement and fails to cure it within the 30 days.
- By Company immediately if Retailer files for or has instituted against it any proceedings as to its bankruptcy insolvency, reorganisation, liquidation, receivership, or dissolution or there is an assignment for the benefit of creditors.
11.3 Effect of Termination
- Upon termination of this Agreement, Company may terminate any or all unfilled orders.
- Upon termination, Retailer shall immediately stop all marketing, promotion, advertising or reference to Company Products and shall have no further rights to use Company's marketing, promotion or advertising materials or other resources.
- Termination will discharge and release Company from all obligations and liability under this Agreement, except as it expressly accepts for unfulfilled orders The sole fact of this Agreement's termination shall not make either party liable to the other for any compensation, reimbursement; losses or damages whatsoever, though Retailer shall remain obligated to pay all outstanding balances on its Company Product purchases.
12. FORCE MAJEURE
Company shall not be liable for any failure to perform due to causes beyond its control, including but not limited to fire, flood, earthquake, explosion, accident, acts of public enemy war; rebellion, insurrection, sabotage, epidemic, quarantine, labor disputes or shortages, transportation embargoes; failures or delays, inability to secure raw materials or machinery, acts of God or government (including denials of or onerous restrictions on export licenses); any such event of force majeure affecting Company's third-party suppliers, or judicial action. Similar causes shall excuse Retailer for failure to take Company Products ordered by Retailer other than those already in transit.
13. GENERAL PROVISIONS
13.1 Parties’ Relationship
Company's and Retailer’s relationship is solely that of independent seller and buyer with the right to resell. Retailer is authorized to resell Company Products in its own name but not to receive any commissions from Company. Retailer has no express or implied authority to assume or create any obligation on Company's behalf; and shall disclaim any such authority whenever necessary to avoid confusion. In no case shall Retailer or any of it’s sub-retailers, if any, be deemed Company's agents or representatives, nor shall Retailer or any of its sub- retailers, if any, have the right to conclude any contract or commitment in Company's name; or to make any representation, guarantee or warranty on behalf of Company or any of its licensors to any third party, including end-users.
13.2. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the Republic of Estonia. Any disputes resulting from this Agreement will be resolved in the Harju County Court as the court of first instance.
13.3. Severability
If any provision of this Agreement shall be declared void, invalid, or illegal, the validity or legality of all other provisions of the Agreement shall not be affected thereby.