B2B Terms of Cooperation

Version 1.0 · in force from 25 May 2026

§ 1. Purpose of these Terms

These terms of cooperation (hereinafter: the "Terms") describe the rules under which ALOHA WEALTH AND WELLNESS Sp. z o.o. establishes and conducts commercial cooperation (B2B) with partners in the sale of functional mushroom extracts, plant extracts and made-to-order products (private label).

These Terms are addressed to entrepreneurs conducting business related to health, supplementation or functional food - herbal shops and drugstores, pharmacies, health food stores, e-commerce, medical clinics and wellness centres, traditional Chinese medicine (TCM) practitioners, dietitians, trainers and other entities whose profile matches the nature of the Products.

These Terms do not automatically create an agreement - they set out the framework for cooperation. Each specific delivery is carried out on the basis of an order and the General Terms of Sale (GTS). An individual written agreement, if concluded, takes precedence over the Terms and the GTS.

§ 2. Glossary

Term	Meaning
Aloha	ALOHA WEALTH AND WELLNESS Sp. z o.o., ul. Solec 81B/73A, 00-382 Warsaw, Poland, KRS 0000677233, NIP 7010688450
Partner	an entrepreneur with whom Aloha establishes B2B cooperation on the terms of these Terms
Products	raw materials (extracts, powders from functional mushrooms and plants) and made-to-order products (private label) offered by Aloha
GTS	Aloha's General Terms of Sale, available at alohafungi.pl
Cooperation	the commercial relationship between Aloha and the Partner governed by the Terms and the GTS

§ 3. Who we offer cooperation to

We cooperate with entrepreneurs who:

conduct registered business activity (KRS, CEIDG or foreign equivalent);
operate in an industry consistent with the nature of the Products - retail or wholesale sale of dietary supplements, functional food, cosmetics, health-related services (clinic, TCM practice, dietitian, trainer);
conduct customer communications in an orderly manner and in compliance with food law - in particular, do not use medicinal claims or compromise the brand's values;
accept the rules of these Terms and the GTS.

We reserve the right to refuse or terminate cooperation if the manner in which the Partner conducts its business threatens the reputation of the Aloha brand or is inconsistent with applicable law.

§ 4. How we start cooperation

The process is simple and usually takes 2-4 weeks:

Application - you send a message to b2b@alohafungi.com or via the contact form on the website. You provide: company details, business profile, which Products interest you and an approximate scale.
Initial conversation - we determine the scope of cooperation: distribution of finished Products, raw materials for your blends, or private label.
Samples and offer - we send samples (usually paid, the cost is credited to the first order), the current B2B price list and answers to quality questions (CoA, specifications).
First order - we treat it as a test of cooperation. Payment and delivery terms are in line with the GTS (the first two orders are paid in advance).
Further cooperation - after a successful first cycle, we agree on standing terms, MOQ, payment deadlines, delivery schedule.

We do not conclude "framework agreements for the sake of it" - we prefer to act after a first successful transaction.

§ 5. Three cooperation models

Model 1. Distribution of finished Aloha Products. The Partner buys finished Products in packaging under the Aloha brand and then distributes them to its customers - in store, online, in a practice or clinic.

Model 2. Raw materials for the Partner's own products. The Partner buys Aloha extracts or powders and uses them as an ingredient in its own products (blends, capsules, cosmetics). In this model, the Partner becomes the producer of the final product within the meaning of food law and bears full responsibility for the final product - its composition, labelling, notification to GIS (Polish Chief Sanitary Inspectorate) and marketing.

Model 3. Private label. Aloha produces Products on the Partner's order, in packaging and under the Partner's brand, in accordance with an individually agreed specification. The Partner becomes the entity placing the dietary supplement on the market, makes the notification to GIS and is responsible for the label, health claims and all marketing communications.

The models can be combined (e.g. distribution + parallel private label).

§ 6. Orders, prices, payments (summary)

The full transactional rules are set out in the GTS. In summary:

The B2B price list is provided to the Partner at the start of cooperation. The price list in force on the date of the order applies.
MOQ (minimum order quantity) depends on the Product and the cooperation model - we communicate it together with the price list.
Orders are placed by e-mail at b2b@alohafungi.com or via an agreed channel - with full specification (Product, quantity, delivery address, expected date).
Payment - the first two orders are paid in advance; thereafter standardly 21 days from the invoice date. Larger orders (above EUR 10,000) may require partial prepayment in accordance with the GTS.
Delivery - EXW Warsaw (Incoterms 2020), transport costs on the Partner's side.

§ 7. What we expect from you

This is a section that should be read carefully - especially if you run a private label operation or use our raw materials in your own products.

7.1. Compliance with food law

The Partner is responsible for the compliance of each Product placed on the market under its own brand with:

Regulation (EU) No 1169/2011 (provision of food information to consumers);
Regulation (EC) No 1924/2006 (nutrition and health claims - only those authorised by EFSA and under the conditions of authorisation);
the Act of 25 August 2006 on Food and Nutrition Safety (Ustawa o bezpieczeństwie żywności i żywienia) - in particular notification of the product to the Chief Sanitary Inspector (GIS) before its first placement on the market;
the new rules on advertising of dietary supplements in force from 1 January 2026 - the warning banner and the prohibition on using the image of persons in medical professions.

The full list of regulatory obligations - in § 8 of the GTS.

7.2. No medicinal claims - strict prohibition

In any communications relating to the Products (label, store description, social media, blog, mailing, personal selling, packaging), the Partner does not use claims that the Products cure, prevent diseases, alleviate their symptoms or diagnose them. This also applies to indirect suggestions ("fights X", "effective in the therapy of Y", "natural cure for Z", "will heal", "will cure").

All health communications are limited to claims included in the EFSA register of health claims and are formulated under the conditions of their authorisation.

Violation of this rule constitutes grounds for immediate termination of cooperation (§ 12).

7.3. Marketing materials

Materials created by Aloha (photographs, descriptions, graphics, videos) may be used by the Partner to promote Aloha Products - for the duration of cooperation, without modification of substantive content.
The Partner's own materials regarding Aloha Products are prepared by the Partner in compliance with the requirements of § 7.1 and § 7.2.
For the private label model - on Aloha's request, the Partner submits the label design and key marketing materials for approval prior to their publication.

7.4. Reporting issues

The Partner shall promptly inform Aloha of:

customer complaints regarding the quality, safety or labelling of the Products;
notices, inspections or decisions from GIS, IJHARS (Polish Trade Inspection Authority for Agricultural and Food Products), Trade Inspection (Inspekcja Handlowa), UOKiK;
notifications in the RASFF system regarding the Products or similar ingredients;
suspected infringement of Aloha's trade marks or copyrights of which the Partner has become aware.

§ 8. What we give from our side

Current B2B price list - we provide it at the start of cooperation and before each material change.
Quality documentation - certificate of analysis (CoA) on request, packaging conformity declarations, technical specifications.
Samples - within an agreed, reasonable scope; usually paid, the cost is credited to the first order.
Substantive support - we answer questions about the origin of the raw material, extraction parameters, suggested dosage (for the Partner's internal use, not for publication).
Notification of changes - material changes in specifications, availability or formula of the Products are communicated with at least 30 days' notice (except for force majeure).

§ 9. Brand, trade marks, materials

The "Aloha", "Aloha Fungi" brand, the logotype, Product descriptions, product photography and graphic brand elements are the property of Aloha or Aloha holds the rights thereto.

The Partner may use these elements during the cooperation only for:

the promotion of specific Aloha Products in its sales activities;
presenting itself as an authorised distributor or distributor of Aloha products - if expressly confirmed in writing.

Without Aloha's prior written consent, the Partner may not:

modify the Aloha logo, colour scheme or brand content;
register domains, social media accounts or trade marks containing the word "Aloha", "Aloha Fungi" or brand graphic elements;
use the Aloha brand in combination with other brands in a manner suggesting a partnership going beyond distribution;
use Aloha's materials after the end of cooperation.

After the end of cooperation, the Partner shall remove Aloha brand materials from its channels (website, social media, printed materials, store signage) within 30 days. The Partner may complete the distribution of legally acquired stocks of Aloha Products in original packaging - provided that they do not infringe food law (expiry date, labelling).

Co-branding programme. Aloha operates a programme under which the Partner - after meeting specified criteria - may obtain the right to mark its own products with the marks "Made with Aloha Fungi Extracts" or "Aloha Fungi Approved". The detailed rules of the programme (criteria, procedure, scope of licence, grounds for withdrawing the mark) are set out in Annex No. 1 to the Terms - Co-branding Programme. Without joining the programme and without Aloha's written consent, the Partner is not entitled to place Aloha brand marks on its own products.

§ 10. Confidentiality

Information exchanged between the parties during the Cooperation - price lists, calculations, formulations (private label), supplier data, customer lists, know-how - is confidential. The parties shall not disclose such information to third parties or use it for purposes other than the performance of the Cooperation, during its duration and for 3 years after its end.

The confidentiality obligation does not cover information:

publicly available without breach of confidentiality;
previously known to the party from a legitimate source;
the disclosure of which is required by law, a final court judgment or a decision of a competent authority - to the extent necessary.

§ 11. Exclusivity - usually none

By default, the cooperation is non-exclusive. Aloha may cooperate with other partners in the same territory and the same channel; the Partner may offer competing products.

Any exclusivity - territorial, channel-based or product-range - requires a separate written agreement specifying at least: the scope of exclusivity, minimum turnover or volumes, duration, sanctions for non-performance.

§ 12. Termination of cooperation

With 30 days' notice. Either party may terminate the Cooperation with 30 days' notice at the end of a calendar month, in written or e-mail form, without giving reasons.

With immediate effect - Aloha may terminate the Cooperation without notice in the event of:

gross breach of obligations under § 7 (compliance, medicinal claims, failure to notify GIS);
material payment arrears - more than 30 days from the due date and despite a demand for payment;
insolvency or declaration of bankruptcy of the Partner;
actions damaging the reputation of the Aloha brand (public controversies, compromising content, infringements of third-party rights involving the Products).

After termination - the Partner:

settles all outstanding financial obligations;
removes Aloha brand materials within 30 days (§ 9);
may complete the distribution of legally acquired stocks (unless termination occurred due to Product defects - in which case Aloha determines the recall procedure).

§ 13. How these Terms relate to other documents

In the relationship with the Partner, three levels of documents apply (from strongest):

Individual written agreement - if concluded, takes precedence over everything;
General Terms of Sale (GTS) - detailed terms of each transaction (price, payment, delivery, statutory warranty, civil liability);
Terms of Cooperation - operational framework (how we cooperate, brand rules, compliance, termination).

In the event of a conflict between the Terms and the GTS - for transactional matters, the GTS takes precedence; for cooperation, brand and compliance matters - the Terms.

§ 14. Final provisions

Governing law: Polish law. Application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.
Competent court: the court competent for Aloha's registered office (Warsaw). Aloha may also pursue claims before the court competent for the Partner's registered office.
Amendments to the Terms: Aloha may update the Terms. Material changes are communicated to Partners with at least 30 days' notice. Placing a new order after the changes come into force constitutes their acceptance.
Form: amendments to the Terms - in written or documentary form (e-mail).
Language: the Terms are drawn up in Polish; translations are of an auxiliary nature, the Polish version prevails.

Contact for cooperation matters:

ALOHA WEALTH AND WELLNESS Sp. z o.o.
ul. Solec 81B/73A, 00-382 Warsaw, Poland
KRS 0000677233 · NIP 7010688450
e-mail: b2b@alohafungi.com
www: alohafungi.pl

Last updated: 25 May 2026 · Version 1.0