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LEGAL

KOTASA Online Access Agreement

DISCLAIMER

Before you start using the KOTASA website, please take a moment to read this Access Agreement. This agreement outlines the rules for using and accessing the website. By entering the site, you’re agreeing to follow these rules.

Important Information

The information on this website might change without warning. While KOTASA aims to provide helpful and accurate information, mistakes can happen when storing or sending information. So, KOTASA can’t promise that the information you get is always correct.

Everything you find on this site is provided ‘as is’ and without any guarantees, either obvious or hidden. KOTASA isn’t promising anything, including that the site will always work perfectly or that it won’t have any harmful stuff like viruses. KOTASA also can’t guarantee that the materials on this site are right, accurate, reliable, or perfect in any other way.

Using The Website

You can only use the KOTASA information on this site for valid business reasons. Trying to access other KOTASA systems or info for any other purpose is not allowed. Only use the info here for proper business needs.

Trademarks And Copyrights

This site has the KOTASA name and symbols. All the rights to the stuff on this site, like copyrights, trademarks, and patents, belong to KOTASA. You can’t copy or use this stuff unless KOTASA says you can. You can’t use the materials on this site unless KOTASA lets you, like in the “CUSTOMER RESOURCES” section where you can download stuff to learn about or buy KOTASA products. But KOTASA can change this permission anytime.

Talking To KOTASA

Anything you say to KOTASA through this website becomes KOTASA property. KOTASA doesn’t have to keep it secret unless they say so beforehand. KOTASA owns what you say and doesn’t have to pay you for it.

Your Account Info

Your KOTASA username and password are private. You’re responsible for keeping them safe. You also need to provide accurate info when you create an account. Don’t share your login info with anyone else. If you break this rule, KOTASA can block your access to the site and make you pay for any damage.

Buying KOTASA Merchandises

When you buy KOTASA products on this website, the usual rules apply. You’re responsible for making sure KOTASA products will work for what you need. KOTASA isn’t responsible for any advice you get from using their products.

Your Responsibility

You’re in charge of choosing KOTASA products for your needs. Any decisions or advice based on using KOTASA products are your responsibility.KOTASA isn’t giving professional advice. If you need that, ask a real expert.

Taxes

The prices on this website don’t include taxes. You need to pay any taxes connected to your purchase of KOTASA products.

The Big Picture

The laws of CANADA apply to this agreement. The United Nations rules don’t apply. If there’s a problem, you can’t take legal action after a year. If there’s a lawsuit, it’ll happen in EDMONTON CITY, ALBERTA

LAST UPDATED : 25 SEP 2025

Rules For Privacy

Welcome to www.KOTASA.com. We are committed to protecting your privacy and ensuring the security of your personal information. This Privacy Notice explains how we collect, use, disclose, and safeguard your information when you visit our website and use our services. Please take a moment to read this Privacy Notice carefully.

Information We Collect

We may collect both personally identifiable information (PII) and non-personally identifiable information when you interact with our website. The types of information we collect may include:
  • Contact information (such as name, email address, phone number)
  • Demographic information (such as age, gender, location)
  • Log data (including IP addresses, browser type, operating system, and access times)
  • Usage data (such as pages visited, links clicked, and search queries)

How We Use Your Information

We may use the collected information for various purposes, including:

  • Providing and improving our services
  • Responding to your inquiries and requests
  • Personalizing your experience on our website
  • Analyzing and enhancing our website’s performance
  • Sending you promotional and marketing materials (with or without your consent)
  • Protecting our rights, safety, and the rights, safety, and security of others

Cookies and Tracking Technologies

We use cookies and similar tracking technologies to enhance your experience on our website. These technologies allow us to collect information about your browsing behavior and preferences. You can manage your cookie preferences through your browser settings.

Data Sharing and Disclosure

We may share your information with third parties in the following circumstances:

  • With service providers who assist us in performing various tasks related to our services
  • With affiliates and business partners for marketing and promotional purposes (with your consent)
  • When required by law or to protect our rights and safety

Your Choices

You have certain rights regarding your personal information, including the right to access, correct, or delete your data. You can also choose to unsubscribe from marketing communications at any time.

Security

We implement reasonable security measures to protect your information from unauthorized access, alteration, disclosure, or destruction. However, no data transmission over the internet or electronic storage method is entirely secure.

Third-Party Links

Our website may contain links to third-party websites. We are not responsible for the privacy practices or content of these websites. We encourage you to review their privacy policies before providing any information.

Children’s Privacy

Our services are not intended for individuals under the age of 16. We do not knowingly collect personal information from children under this age. If you are a parent or guardian and believe that your child has provided us with personal information, please contact us.

Changes to this Privacy Notice

We may update this Privacy Notice from time to time to reflect changes in our practices or for other operational, legal, or regulatory reasons. The most current version will be posted on our website.

Contact Us

If you have any questions or concerns about this Privacy Notice or our practices, please contact us at ca-privacy@KOTASA.com or call our customer service at 780.863.5664 during business hours.Thank you for trusting www.KOTASA.com .Your privacy is important to us.
1. Applicability & Introduction

1.01   The terms and conditions in this document govern the relationship between SUPPLIER KOTASA (hereinafter referred to as “the Supplier”), and the Customer and they form an integral part of all quotations, offers, confirmations and sale agreements concluded between the SUPPLIER and the Customer.

1.02   The commencement of these terms and conditions takes place upon the Customer’s provision of a deposit to the Supplier business account. While these terms and conditions are in effect, the Supplier maintains the prerogative to modify their terms at any given time.

1.03   The following terms and conditions, as stated in this document (referred to as the “Order”), establish essential provisions for the agreement between the Supplier and the customer (as defined below). These terms and conditions supersede any previously negotiated terms, conditions, representations, and warranties put forth by either party. Upon the delivery of a fully executed Order to the Supplier (as defined below) in accordance with the terms and conditions outlined herein, accompanied by the payment of the Deposit (as defined below) and other mutually agreed-upon considerations (whose receipt and sufficiency are hereby confirmed by the parties), a legally binding agreement is established. From that point forward, the customer is solely bound by these terms and conditions and is not entitled to cancel the Order, except as specified below.

1.04   The customer has been duly identified through their full legal name and signature, affixed in the designated “customer” box on the signed order/quotation document.

1.05   If the customer is a corporation or partnership, the signatory must identify themselves as an authorized signatory of same and list their job title and the full legal name of the customer within the box marked “customer” in the Order or in quotation; otherwise, the signatory is the customer and is personally liable to the Seller for full payment.

1.06   In the event that the customer instructs the Supplier to deliver a portion or the entirety of the Goods (as defined below) to a separate business address (referred to as the “Recipient”), the Supplier retains the right to seek full payment jointly and severally from both the customer and the Recipient. The Supplier holds sole discretion in determining the appropriate course of action in this regard.

1.07   If the customer, or a party that has a controlling interest in the Supplier, now or in the future owes outstanding amounts to the Supplier, on this project or other project(s), the customer signing this Order or quotation guarantees and legally binds itself to paying those outstanding amounts in a timely fashion.

2.01   The drawings, descriptions, dimensions, and illustrations offered by the SUPPLIER, whether in price lists, catalogs, advertisements, or any other medium, are provided as approximate representations. The examples or samples displayed or provided by the SUPPLIER to the Customer are intended for general informational purposes only. None of the drawings, descriptions, illustrations, lists, advertisements, catalogs, or samples should be considered as creating a representation or warranty, or forming the basis for any claim against the SUPPLIER. The Customer acknowledges and agrees that furniture or other Goods may be crafted by hand, undergo special treatments or processes, and are susceptible to minor variations.

2.02   Upon receipt of the signed and returned shop drawings or schematics by the Customer, the SUPPLIER will proceed to integrate them into this agreement.

2.03   Signed and delivered line drawings and schematics may not be subsequently modified or altered by the customer except as the SUPPLIER, at its sole discretion, may allow.

2.04   SUPPLIER will occasionally sell showroom display Goods. Any showroom display Goods are not returnable at any time and are sold in “as is” condition.

2.05   SUPPLIER’s finish and samples are only representative of the color and overall appearance and cannot be guaranteed as exact matches. Seller’s samples vary based on irregularities of manufacture, color, surface, finish, grain and texture, and Seller accepts no responsibility for any complaint arising from the appearance, color, quality, or fading of such materials.

(a) SUPPLIER will occasionally sell showroom display Goods. Any showroom display Goods are not returnable at any time and are sold in “as is” condition.

(b) SUPPLIER finish and upholstery samples are only representative of the color and overall appearance and cannot be guaranteed as exact matches. SUPPLIER’s samples vary based on irregularities of manufacture, color, surface, finish, grain and texture, and SUPPLIER accepts no responsibility for any complaint arising from the appearance, color, quality, or fading of such materials.

(c) SUPPLIER may charge up to quadruple its regular posted rates for any mock-ups or custom-built samples requested by the customer.

4.1   Notify SUPPLIER.

4.2   Any complaints concerning the delivered goods must be submitted in writing within five working days from the delivery date or from the day when a non-visible defect could have reasonably been detected. The Supplier will not be obligated to address complaints received beyond this specified time frame.

4.3   Any complaint lodged by the Customer must be accompanied by a detailed description and, whenever possible, supported by annexed pictures in the submitted email.

4.4   Any complaint raised by the Customer must be reasonable and justifiable in nature, providing valid grounds for concern. The Supplier reserves the right to evaluate the merits of the complaint based on the information and evidence provided by the Customer.

4.5   The Supplier holds the option to either:

(i) Replace the defective or missing goods, or

(ii) Provide a credit to the Customer equivalent to the purchase price.

4.6   The Customer is required to obtain prior written approval from the Supplier before returning any defective goods. Failure to deliver the goods to the Supplier within 15 (fifteen) working days will result in the Customer retaining the goods and withdrawing the complaint.

5.1   Every offer / Quote has a validity of 30 (thirty) days.

5.2   Any agreement for the delivery of goods is subject to sufficient stock levels. If the stock is not sufficient to execute the agreement, SUPPLIER will provide an intended delivery date as soon as possible. Unless otherwise stated, any offer or quotation by supplier is free of any engagement / is subject to contract.

5.3   An agreement shall take effect when an order by Customer has been confirmed in writing by SUPPLIER.

5.4   Orders for in-stock KOTASA products may be canceled or changed by the Customer up to 3 (three) working days after the order days.

5.5   Orders for made-to-order goods cannot be canceled or changed by the Customer once confirmed.

5.6   In the event that the price, discounts, or delivery dates are predicated on an apparent error, the Supplier reserves the right to rectify or cancel the order.

5.7   The formation of an agreement is contingent upon credit approval by the Supplier, KOTASA, at all times. However, the Supplier reserves the right to request security at any given time to ensure the fulfillment of the Customer’s financial obligations.

Under no circumstances will the Customer be authorized to list or sell the Supplier’s products on third-party retailer sites, such as Amazon or Wayfair.

Acceptance is strictly limited to the explicit terms outlined within this document, and it should be noted that these terms are subject to potential modifications by the Supplier without prior notice. The Terms and Conditions of Sale can be accessed and reviewed at https://KOTASA.com/Home / Company / Terms and Conditions Any additional or alternative terms proposed by the Customer are deemed material and are objected to and rejected. However, this rejection does not invalidate the offer unless it introduces variations in the description, quantity, price, or delivery schedule of the goods. Orders are not considered “accepted” by the Supplier until the associated items are shipped. In the event of a partial shipment, only the portion of the order that has been shipped is deemed “accepted”.

(a)   If the Customer submits a credit check application and the Supplier, in its sole and absolute discretion, determines that the Customer has satisfactory credit, the Customer is required to make payment for all invoiced amounts due to the Supplier within 30 days from the date of the Supplier’s invoice.

(b)   If the Customer chooses not to submit a credit check application or is found to have insufficient credit based on the Supplier’s assessment, the Customer is required to make payment for all invoiced amounts due to the Supplier according to the following terms:

(i) For stock orders, the Customer must pay the full invoiced amount upon receiving the Supplier’s Order Confirmation prior to the shipment of the Goods.

(ii) For Made To Order goods, the Customer must pay 50% of the invoiced amount upon receiving the Supplier’s Order Confirmation before the orders are processed for production. Upon the departure of the Goods from the overseas shipping port, the Customer must pay the remaining 50% balance, along with any applicable freight charges prior to the shipment of the Goods to the Customer. The freight charges may be billed separately and at a later date than the balance of the Goods, and the Customer must pay these freight charges immediately upon receipt of the invoice.

(c)   Unless otherwise specified, the Customer is required to make all payments under this agreement via check or wire transfer, using the currency specified in the Order Confirmation. The Customer acknowledges that unless the check is certified, the Supplier will wait for the funds to be deposited into the Supplier’s bank account prior to releasing the Goods, which may cause a delay.

(d)   The Customer is liable to pay a late payment fee of 8.5% of the outstanding invoice balance per month for any accounts not settled within 30 days from the date of the Supplier’s Order Confirmation. Furthermore, the Customer is responsible for reimbursing the Supplier for all costs incurred in collecting any overdue payments, including, but not limited to, attorneys’ fees. The Supplier retains the right to exercise all available remedies under this Agreement or as provided by law (which the Supplier does not waive by exercising any rights hereunder). Additionally, if the Customer fails to make timely payments for a period of 60 days following written notice, the Supplier reserves the right to suspend the delivery of any Goods.

 (e)   The Customer is not permitted to withhold payment of any amounts that are due and payable by attempting to set-off any claim or dispute with the Supplier, whether such claim or dispute pertains to the Supplier’s breach, bankruptcy, or any other matter.

(a)   For any freight delivery or shipping, regardless of origin or destination, the following terms shall apply in addition to any other specific terms related to the order:

If shipping rates increase after:

i) the Supplier quotes them to the Customer, or

ii) after the Customer has paid for shipping based on the previously quoted rate, the Customer is required to pay difference between the previously quoted rate and the new, increased shipping rate. The Supplier is not liable, and is indemnified by the Customer, from any claims in respect of any damages incurred as a result of shipping delays caused by the Customer’s nonpayment of the shipping charges.

(b)   The Supplier, at its sole discretion, may accept credit card payments for a portion of an Order, up to a maximum total of Ten Thousand ($10,00.00) Dollars. However, credit card payments exceeding Ten Thousand ($10,00.00) Dollars for an Order or multiple Orders made by the Customer are not permitted.

(c)   The Supplier, at its sole discretion, may request full payment for the entire Order, including freight and/or shipping costs, as well as any other associated charges. Alternatively, if the Goods within the Order are to be shipped in multiple shipments, the Supplier may require full payment for those specific Goods prior to their individual shipment. It is also necessary for the Customer to settle any outstanding balances on previous orders before shipment can be arranged.

(d)   The Supplier may request partial or full payment from the customer for any outstanding amounts owed on previous Orders placed with the Supplier or other Orders made by the customer. In cases where the Supplier, or a party with a controlling interest in the customer, also holds a controlling interest in another entity that has outstanding amounts owed to the Supplier, the customer may be required to make partial or full payment on that particular account prior to shipment. The customer acknowledges and agrees to fully indemnify and hold the Supplier harmless for any delays, missed deliveries, or rescheduling of shipments resulting from this payment requirement.

(e)   In the event that the Supplier is required to initiate collections procedures against the customer, which may include legal action, the customer agrees to bear all of the Supplier’s collections costs, including reasonable attorney’s fees (including party and party costs), incurred in the pursuit of such actions.

(f)   All Goods that are placed into storage due to Customer delay will be stored in Forty (40) Foot High-Cube containers as determined by the Supplier’s discretion. The Customer will be responsible for the incurred storage charges, which will be added to the total amount to be paid prior to delivery. If the Customer subsequently requests additional storage time or modifications to the delivery of the Goods, any associated charges or Administration Fee per change must be paid by the Customer to the Supplier prior to shipment. It is important to note that the Supplier assumes no responsibility for any damage or loss incurred by the Customer as a result of storing the Goods, including foreseeable damages resulting from any delay. The Customer is responsible for obtaining insurance coverage for the Goods while they are in storage.

When the Customer provides a check as payment, it grants authorization to the Supplier to utilize the information from the check for a one-time electronic funds transfer from the Customer’s checking account or process the payment as a check transaction. In the event that the Supplier utilizes the information from the Customer’s check to initiate an electronic funds transfer, funds may be debited from the account on the same day the check is received, and the Customer will not have the check returned by the financial institution.

11.1   If the invoiced amount is not paid within the specified payment term, the Customer will be considered in default without the need for any additional notice. In addition to any other rights and remedies available, the Supplier may charge interest at the legal rate as applied in Canada, with a minimum of 3% (three percent) per calendar month, from the due date until the payment is made in full, to the extent permitted by applicable law.

11.2   In the event of debt collection, all collection costs, amounting to 10% of the principal owed with a fixed minimum of CAD 5000, shall be payable by the Customer.

11.3   In the event of debt collection through court proceedings, all legal costs, including legal advice and representation in and out of court, as well as all execution costs, shall become due and paid by the Customer.

11.4   The Customer shall not be entitled to withhold the purchase price, either partially or in full, as a security for an alleged claim related to any delivery.

11.5   In the event of default by the Customer in the payment of amounts or charges due, the Supplier has the right to postpone any further deliveries without being liable for any losses incurred by the Customer. This right shall be in addition to, and not in lieu of, other rights and remedies available under the agreement or the applicable laws.

(a)   The Customer shall inspect the Goods upon receipt at the Shipping Address, and any claim by the Customer against the Supplier or the Carrier for shortage, damage, or defect occurring prior to such delivery must be made in writing to the Supplier and/or the Carrier within 24 hours of receipt of the Goods (referred to as the “Inspection Period”). Such written claim must be accompanied by the original transportation bill, indicating that the carrier received the Goods from the Supplier in the claimed condition. The Customer shall be deemed to have accepted the Goods unless it notifies the Supplier in writing of any Nonconforming Goods during the Inspection Period and provides the necessary written evidence or documentation as required by the Supplier, in its sole and absolute discretion. By accepting the Goods, the Customer waives any default or claim for damages arising from Nonconforming Goods. Nonconforming Goods refer only to the following: (i) the shipped product differs from what is specified in the Order Confirmation, or (ii) the product’s label or packaging incorrectly identifies its contents. 

(b)   If the Customer promptly notifies the Supplier of any Nonconforming Goods, the Supplier shall, at its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) issue a credit or refund for the Price of such Nonconforming Goods, along with any reasonable shipping and handling expenses incurred by the Customer in connection with the return. The Customer shall bear the responsibility and cost of shipping the Nonconforming Goods, at its own risk of loss, to the facility designated by the Supplier in writing. In the event that the Supplier chooses to replace the Nonconforming Goods, upon receiving the Customer’s shipment of Nonconforming Goods, the Supplier shall ship the replacement Goods to the Shipping Address, at the Customer’s expense and risk of loss.

(c)   Customer acknowledges and agrees that the remedies stated in Section 12(b) are the exclusive remedies available to the Customer in the case of Nonconforming Goods. Unless otherwise specified in Section 12(b) or any other provision of this Agreement, all sales of Goods to the Customer are considered final, and the Customer does not have the right to return any Goods purchased under this Agreement to the Supplier.

13.01   “Shipping and Handling Costs” refers to all costs associated with the transportation and handling of the Goods, as determined solely by the Supplier. These costs include, but are not limited to, expenses for forklifts, lift gates, demurrage charges, crating and/or boxing fees, storage charges, as well as any additional costs incurred if the Customer does not take immediate possession of the Goods upon their arrival at the designated destination, and fees for expedited service. The Customer is responsible for paying or reimbursing these costs as determined by the Supplier.

13.02   All shipping and handling of products are carried out by third-party services on behalf of the Supplier. Unboxing, assembly, and installation services are not included under any circumstances.

13.03   For deliveries to multiple-unit addresses, the Supplier will make one attempt to deliver products directly to the door of the specified unit or apartment number. If no unit or apartment number is provided, the Supplier will drop off the products at the designated unloading area of the facility.

13.04   For Deliveries to Malls, Restaurants and Hotels: The Supplier will make only one attempt to deliver products to the designated unloading areas of the premises.

13.05   Upon delivery, the responsibility for the products is transferred to the Customer. The Customer assumes full responsibility for subsequent shipping and handling. Any damages that occur as a result of improper shipping and handling by the Customer will not be covered under Warranty or Claims.

13.06   All delivery dates and times provided by the Supplier are estimates only. Long distance deliveries and out of province deliveries may take longer than estimates provided. Customers must ensure availability and if necessary, arrange personnel & equipment to accept products.

13.07   The Customer will not be charged for rescheduling a delivery, provided that the Customer gives written notice 6 days in advance of the initial scheduled delivery arrangements.

13.08   If the Customer requests a rescheduling of the delivery of products that are currently enroute, the Supplier will apply a fee of 25% of the original delivery cost.

13.09   If the Customer is unable to be present for a scheduled delivery or fails to provide written notice 24 hours in advance indicating their inability to receive the order, the Supplier will reroute the order to storage. In such cases, the Customer will be responsible for paying a rescheduling fee as well as a storage fee.

13.10   In no event shall the Supplier take responsibility, financial or otherwise, for delays in delivery due to traffic, weather, acts of nature, vandalism, or any other extenuating circumstances.

13.11 In no event will the Supplier take responsibility, financial or otherwise, for costs incurred by the Customer due to “loss-of-business” or any other means, as a result of delays in delivery.

13.12   The Supplier will bear the cost of inbound and outbound freight of Warranty replacement products within Canada and the continental United States for one (1) year from the original date of purchase.

13.13   The Supplier reserves the right to pass on any and all applicable duties, tariffs, inflationary pressures, or other legitimate cost increases to the Customer. In the event that these costs increase after being quoted by the Supplier or paid by the Customer, the Supplier may require immediate payment of any differential amount. It is the Customer’s responsibility to fulfill their payment obligations accordingly.

13.14   After an Estimated Shipping Date is provided to the Supplier, all Goods not accepted by the Customer upon delivery, or not paid for in full by the Customer prior to shipment, resulting in the inability to fulfill the delivery, will be re-routed at the Customer’s expense. The Customer will be responsible for any storage and/or demurrage charges, or both, as determined and charged by the Supplier at its sole discretion. If the Supplier incurs any storage or demurrage charges after the Goods have reached North America due to the failure or delay caused by the Customer, all expenses, costs, and charges incurred by the Supplier for the demurred Goods must be paid to the Supplier before the Goods are released to the Customer.

13.15   The Supplier shall select the carrier responsible for delivering the Goods. All Shipping and Handling Costs shall be borne by the Customer and will be included in the pre-shipment invoice provided by the Supplier. In the event that the exact Shipping and Handling Costs are not determined at the time of shipment, the costs will become immediately due and payable by the Customer upon receipt of an invoice from the Supplier. Notwithstanding the foregoing, the Customer acknowledges and agrees that any shipping schedule is provided by the carrier, and any delays in the delivery of the Goods are the responsibility of the carrier and not the Supplier.

13.16   Quotes provided by the Supplier to the Customer for Shipping and Handling Costs are valid for one (1) calendar week. In the event that the actual Shipping and Handling Costs increase prior to the delivery of any Goods, the Customer is responsible for promptly paying the additional costs upon receipt of an invoice from the Supplier.

13.17   Notwithstanding anything herein to the contrary, the Customer acknowledges, consents, and agrees that title to the Goods passes to the Customer only when the Supplier receives full payment of the final price of the Goods and all related charges.

14.01   The Customer agrees and acknowledges that the timelines for production, manufacture, and shipment of any or all of the Goods (referred to as “Shipment Timelines”) are provided as estimates only. These estimates are dependent on various factors, including the approval of line drawings, franchise approval, and receipt of full payment, whichever is the latest.

14.02   The Customer acknowledges and agrees that the Shipment Timelines provided for all or some of the Goods are approximate and subject to change. These timelines are dependent on various factors, including the availability of products, materials, and raw materials, services, as well as the schedules of vendors and carriers. Additionally, transit lead times, customs and brokerage issues, and unforeseen Acts of God can also impact the delivery schedule, which may not have been known at the time the Order was placed.

14.03   The Shipment Timelines provided do not include statutory or traditional holidays observed in the countries of production and shipment. Please take into consideration that these holidays may affect the estimated delivery schedule.

15.01   The Customer shall pay a warehousing fee of 3% of the total Price stated in the Order Confirmation for any Goods not delivered, shipped, or released to the Supplier two weeks after the Supplier provides written notice of such Goods’ availability for shipment. This warehousing fee will be applicable for each week in which the Supplier is required to hold such undelivered Goods at the Supplier’s Warehouse. The Customer shall make all payments of the accrued warehousing fees every week by ACH, check, or wire transfer, and in CAD dollars, to the account designated in writing by the Supplier. In addition to the weekly warehousing fee, any shipments returned to the Supplier, including, without limitation, such returns as a result of the Customer’s improper failure to accept delivery or otherwise accept the Goods, will require the Customer to pay all additional costs incurred by the Supplier related to the return and storage of the Goods, including shipping and storage fees. The Customer shall assume all costs and risks to Goods warehoused, and the Goods will be considered available for delivery for all purposes related to the Terms. In addition to any remedies that may be provided under these Terms, if the Customer fails to make payment in accordance with the terms herein.

15.02   Supplier does not have a climate-controlled storage facility. Therefore, any damage that occurs to furniture pieces as a result of being exposed to a non-climate-controlled setting is the sole responsibility of the customer to fix. If Supplier elects to do the repair work, the total cost of the repair work will be covered by the customer. For greater certainty, there are no refunds or cancellation for damage caused in storage. This is a purely a courtesy service we do to go above-and-beyond for our customers.

15.03   In any event, all cancellations by the Customer are subject to a restocking fee (the “Restocking Fee”) equal to thirty-five percent (35%) of the total value of the Order, and the Customer agrees that the Supplier is entitled to deduct the Restocking Fee from the Deposit and return the balance to the Customer if a deposit has been remitted. If no deposit has been remitted, or if the deposit is not sufficient to cover the thirty-five percent (35%) restocking fee, then the fee will be invoiced and the Customer must pay the invoice immediately.

16.01   The Customer is obliged to inspect the supplied products immediately upon acceptance to verify that they conform to the order specifications

16.02   If there are any damages from shipping or incorrectly shipped product(s), it is the Customer’s obligation to notify the Supplier, in writing, within 24 hours of accepting the product(s), in order to file a claim

16.03   If there are any product defects, it is the Customer’s obligation to notify the Supplier, in writing, within five (5) business days of accepting the product(s), in order to file a claim.

16.04   Claims related to Articles 16.02 and 16.03 become automatically void if the Customer fails to submit a written claim within the stipulated time periods..

16.05   Claims related to Article 16.02 become automatically void if the Customer has agreed to undertake shipping and handling of purchased product(s).

16.06   All claims are subject to investigation, and the Supplier reserves the sole right to accept or deny any claim. The Supplier will determine the appropriate actions and timeframes to correct the order, repair or replace any product that meets the above stipulations. If it is not possible to correct, repair, or replace the product, the Supplier will issue a refund.

16.07   In order to initiate a claims process, please contact our customer service department at support@ktjvca.com. Kindly include your order information and all necessary details to ensure accurate processing of your claim. Upon acceptance of a claim, the Supplier may request the return of the product(s) at its own expense.

16.08   Customers are required to return all items in their original packaging or in alternative appropriate packaging as instructed by the Supplier. Failure to do so may result in the denial of the claim.

16.09   The product(s) in question must be received by the Supplier within thirty (30) days of accepting a claim

17.01   The Customer shall not return a product until after prior consultation with the Supplier. Goods that have been returned without prior consultation may be refused by the Supplier. The Supplier reserves the right to inspect and confirm, at its sole discretion, any alleged shortages and/or non-conformity before authorizing a return, replacement, or credit to the Customer.

17.02   Defective goods may ONLY be returned to the Supplier after the Supplier has given its prior written approval. If goods to be returned have not been received by the Supplier within 15 (fifteen) working days, then the Customer must keep the goods and withdraw its complaint.

17.03   Any authorized returns (email confirmation from support@KOTASA.com) of products must be in like-new condition to be accepted for return. The cost of return shipping and a 35% restocking fee will be deducted from the refunded amount.

17.04   The Customer is responsible for all return shipping costs. Returns that are damaged, soiled, or altered may not be accepted and will be sent back to the Customer. Products must be in saleable condition to qualify for return. Saleable condition is defined as unused items in original undamaged packaging and unbroken quantities, in as-new condition. All returns are subject to the Supplier’s inspection and acceptance. Proof of purchase is required for all returned materials.

17.05   Special order products and discontinued items are not eligible for return or credit. Dated materials are only returnable in case quantity and within fourteen (14) days after the invoice date. In no event shall any product be returnable or qualify for credit after one (1) year from the invoice date.

17.06   No returns will be accepted for custom manufactured products.

17.07   No returns will be accepted for products manufactured with C.O.M.

17.08   No returns will be accepted for specially processed or discontinued products.

17.09   Once the Supplier has assessed the returned product to be in the desired condition, the Supplier will issue a refund within 30 days. The refund will include the cost of the returned product. Taxes will be refunded in accordance with provincial laws. However, credit card payment processing fees will not be refunded.

17.10   All returns are subject to a 35% restocking charge imposed by the Supplier. Please note that outbound freight charges will not be refunded. It is the responsibility of the Customer to bear the return freight charges. However, please be aware that any damages resulting from return freight will automatically void the return. Additionally, the Supplier reserves the right to impose fees for processing refund transactions.

17.11   You have the option to receive credit (“Credit”) from the Supplier in various scenarios, such as returning a Product and choosing credit instead of a refund, participating in our corporate “KOTASA Flex” program, or engaging in our referral program. The Credit can be applied towards an order placed through a KOTASA sales representative. If the purchase amount exceeds the value of the Credit, an additional form of payment will be required to cover the remaining balance. It’s important to note that Credit expires after one year from the date of issuance.

18.01   Subject to the warranty limitations stated in these terms and conditions, the Supplier warrants to the Customer that the Goods, excluding case goods, manufactured or produced by the Supplier, shall be free from defects in material and workmanship caused by manufacturing for a period of one (1) year from the date of original Goods delivery (excluding replacements). 

18.02   The above-mentioned warranties are not applicable to any Goods that have been subjected to misuse, abuse, neglect, accidents, modifications, or damages resulting from improper handling after the Goods have been delivered to the carrier in good condition. Furthermore, the warranties do not cover damages caused by inadequate or unreasonable storage conditions, intentional or accidental exposure to fire, extreme temperatures, flooding, prolonged contact with water, harsh chemicals, severe weather conditions, direct sunlight, or any other extreme atmospheric conditions. Any warranty provided by the Supplier shall be deemed invalid in cases of improper maintenance, lack of maintenance, improper care, cleaning, conditioning, or lack of care, cleaning, or conditioning.

18.03   The warranty mentioned above is the sole and exclusive warranty provided, and it replaces all other warranties, whether expressed, implied, or otherwise, including warranties of merchantability and fitness for a particular purpose. This warranty supersedes any warranties that may arise from a course of dealing, usage, or trade, as well as warranties provided by statute or any other means. The Supplier explicitly disclaims all such warranties.

18.04  The Supplier shall not be held liable to the Customer for any special, indirect, consequential, or incidental losses or damages, including associated costs, charges, penalties, or liquidated damages, of any kind or nature whatsoever. This applies regardless of whether such losses or damages arise from breach of contract, warranty, tort, strict liability, delayed delivery, or any other cause. Even if the Supplier has been advised of the possibility of such loss or damage, or if such loss or damage could have been reasonably foreseen, the Supplier’s liability remains excluded.

18.05   The Supplier’s sole obligation to the Customer under any of the aforementioned warranties shall be, at the Supplier’s sole discretion, to either repair, replace, or issue credit for any nonconforming or defective Goods. This obligation applies if the following conditions are met within fourteen (14) days after the expiration of the warranty period: i) The Supplier has received written notice of the nonconforming or defective Goods from the Customer. ii) The Customer has obtained written authorization from the Supplier and, at its own cost and expense, removed and returned the nonconforming or defective Goods to the Supplier. iii) The Supplier has determined that the Goods are indeed nonconforming or defective, and that such nonconformity or defect is not the result of misuse by the Customer.

18.06   Notwithstanding anything herein to the contrary, the Supplier does not provide warranties for any Goods that are upholstered goods and/or soft goods in relation to wearing quality, colorfastness, differences in dye lot, fabric shrinkage, wrinkling, or stretching.

18.07   The Customer acknowledges that each piece of wooden case goods produced by the Supplier relies on hardwood and recycled wood products for structural integrity and natural beauty. The Customer further acknowledges that, like all natural creations, no two trees are alike, and each tree has its own distinct characteristics and unique beauty. The Customer also acknowledges that any furniture sold by the Supplier is the product of many different trees, which enhances the beauty and individuality of each piece of furniture produced. As a result of combining different trees into one piece of furniture, color variations are inherent in the finished furniture product, and such variations in color, grain, or texture are not covered by any warranty.

18.08   The Supplier makes no warranty whatsoever with respect to the Goods, including any (a) warranty of merchantability; (b) warranty of fitness for a particular purpose; (c) warranty of title; or (d) warranty against infringement of intellectual property rights of a third party; whether express or implied by law, course of dealing, course of performance, usage of trade, or otherwise.

(a)   In no event shall the Supplier be liable to the Customer or any third party for any loss of use, revenue, or profit, or for any consequential, indirect, incidental, special, exemplary, or punitive damages, whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damages were foreseeable and whether or not theSupplier has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

(b)   In no event shall the Supplier’s aggregate liability arising out of or related to this agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed 50% of 50% of the purchase price value of the order/product and shall at all times be limited to the amount covered by its insurance policy. The total of the amounts paid to the Supplier for the goods sold hereunder. The Supplier’s liability may be further limited as per the terms of the Supplier’s manufacturer’s warranty. 

(c)   Any claim by the Customer with reference to the services of KOTASA or any goods sold shall be deemed waived by the Customer unless submitted to KOTASA in writing within 30 days from the date the Customer discovered, or should have discovered, any claimed breach.

(d)   The limitation of liability set forth shall not apply to (i) liability resulting from the Supplier’s gross negligence or willful misconduct, and (ii) death or bodily injury resulting from the Supplier’s acts or omissions.

(e)   Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. In such jurisdictions, the liability of the Supplier shall be limited to the greatest extent permitted by law. Nothing in these terms affects any legal rights and remedies you have under local law.

The Customer hereby agrees to indemnify the Supplier for any costs, including attorney’s fees, incurred by the Supplier as a result, in whole or in part, of any violation by the Customer of any Federal, Provincial, or Local law, statute, or regulation, or of any nationally accepted standard. It shall be the Customer’s sole responsibility to comply with all applicable laws, regulations, codes, and standards regarding the handling, use, transportation, or disposal of products upon taking possession of the same..

21.1   All goods delivered remain the property of the Supplier until the Customer has fulfilled all its financial obligations.

21.2   Goods that are subject to retention of title may only be sold in the context of normal business practice and may not be pledged or otherwise encumbered.

21.3   If any attachment is levied by a third party upon the goods subject to retention of title, then the Customer shall inform the party levying the attachment of the retention of title and notify the Supplier of this immediately.

No waiver by the Supplier of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by the Supplier. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Furthermore, if any term or provision is adjudged to be invalid or illegal or is stricken by a court of law or equity, the remaining terms and provisions shall continue in force.

All non-public, confidential, or proprietary information of the Supplier, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing and price lists, catalogs, samples, discounts, or rebates, disclosed by the Supplier to the Customer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement, and may not be disclosed or copied unless authorized in advance by the Supplier in writing. Upon the Supplier’s request, the Customer shall promptly return all documents and other materials received from the Supplier. The Supplier shall be entitled to injunctive relief for any violation of this section. This section does not apply to information that is: (a) in the public domain; (b) known to the Customer at the time of disclosure; or (c) rightfully obtained by the Customer on a non-confidential basis from a third party.

The Customer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the Supplier. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves the Customer of any of its obligations under this Agreement.

The Supplier’s, President|CEO is the only individuals authorized to modify these terms and conditions, warrant product suitability for specific applications, accept information on the potential for consequential damages, or execute customer documents. Any such action is null and void unless in written form and signed by the specified individual explicitly indicating the intent to modify these terms and conditions of sale. Sales representatives of the Supplier, including account managers, design specialists, vice presidents, and customer service representatives, do not have such authority.

The Customer is solely responsible for ensuring compliance with the laws of their specific jurisdiction and for abiding by all applicable local, state, provincial, national, and international laws and regulations. The Customer expressly agrees to comply with such restrictions and not to export or re-export any of the Content to countries or persons prohibited under the export control laws. By downloading the Content, the Customer is expressly agreeing that they are not in a country where such export is prohibited or are a person or entity for which such export is prohibited. The Customer is solely responsible for compliance with the laws of their specific jurisdiction regarding the import, export, or re-export of the Content.

All transactions shall be deemed to have been made and entered into in Edmonton, Alberta. Any and all disputes arising directly or indirectly from such transactions shall be resolved in the courts in Edmonton, Alberta, to the exclusion of any other court, and any resulting judgment may be enforced by any court having jurisdiction of such an action. All transactions shall be governed by and construed in accordance with the laws of Alberta. The Supplier reserves the right to pursue any legal remedies available to them under the applicable laws and jurisdictions.

The parties will make every effort to settle disputes concerning the content and execution of the agreement amicably. If this does not succeed, the parties may decide in good consultation to submit the dispute to (a) a specialized arbitration board, or (b) the competent court of Alberta, Canada. The venue for any dispute shall be the Law Courts at Edmonton, Alberta. The Supplier and the Customer agree to cooperate in good faith throughout any dispute resolution process and abide by the decisions made by the chosen arbitration board or the competent court.

29.1   The obligations of any party to make payments in the currency stated in the Offer (the “Offer Currency”) shall not be discharged or satisfied by any recovery pursuant to any judgment expressed in or converted into any currency (e.g., Canadian Dollars) other than the Offer Currency, except to the extent that such recovery results in the effective receipt by the receiving party or its assignee of the full amount or value of the Offer Currency expressed to be payable to the receiving party under this agreement or any other invoice, demand, or loan document. If, for the purpose of obtaining or enforcing a judgment against any party in any court or jurisdiction, it becomes necessary to convert an amount due in the Offer Currency into or from any currency other than the Offer Currency (referred to as the “Judgment Currency” for the purposes of this agreement), the conversion shall be made at the rate of exchange prevailing as of the day on which the judgment is given (the “Judgment Currency Conversion Date”).

29.2   If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, each party covenants and agrees to pay or cause to be paid such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Offer Currency that could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate of exchange prevailing on the Judgment Currency Conversion Date. 

29.3   For the purposes of determining the prevailing rate of exchange, such amounts shall include any premium and costs payable in connection with the purchase of the Offer Currency. The Supplier and the Customer agree to cooperate in good faith to facilitate the payment process and comply with the necessary currency conversion requirements as outlined in this section.

30.1   Any delay or failure of the Supplier to perform its obligations under this Offer shall be excused if, and to the extent, that the delay or failure is caused by an event or occurrence beyond the reasonable control of the Supplier and without its fault or negligence. Such events or occurrences may include, but are not limited to, acts of God, epidemics, pandemics, actions by any governmental authority (whether valid or invalid), fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, labor problems (including lockouts, strikes, and slowdowns), inability to obtain power, materials, labor, equipment, or transportation, or court injunctions or orders. The term “Force Majeure” shall also include, in addition to the definition under Dutch law, import and export bans or controls imposed by, or due to, any government or authority, the failure of suppliers or service providers of the Supplier to deliver on time or at all, suspension of work by or a high amount of sick leave among the employees of the Supplier or its suppliers. Furthermore, delays or failures caused by the novel coronavirus (COVID-19), its effects upon economies and labor pools, and any quarantines or restrictions imposed by any governmental authority as a result of the same shall be covered by this section. The Supplier will make reasonable efforts to mitigate the impact of the force majeure event and resume the performance of its obligations as soon as practicable.

30.2   In the event of force majeure, all the obligations of either party are suspended until the situation of force majeure has ended.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

(a)   If the Customer fails to make payment in accordance with the terms herein or otherwise fails to comply with any provision hereof, the Supplier may, at its option, cancel any unshipped portion of an order, retain the Goods, and declare a forfeiture of the deposit as liquidated damages. In addition to any remedies that may be provided under these Terms, the Supplier shall have the right to appropriate and sell the Goods and apply the amounts collected to any payment owed to the Supplier, including but not limited to the unpaid balance of all accounts and any expenses and costs incurred by the Supplier to exercise its rights hereunder, as the Supplier shall determine in its sole discretion. The Customer shall remain liable for the balance of all unpaid accounts.

(b)   In addition to any remedies that may be provided under these Terms, the Supplier may terminate this Agreement with immediate effect upon written notice to the Customer if the Customer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

If an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid, illegal, void or unenforceable, then that part of these Terms will be deemed severed from the Terms and will not affect the validity or enforceability of the remaining Terms. To the extent any claims must proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the Canada or the courts of the Edmonton Alberta, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

The Offer and these terms and conditions shall ensure to the benefit of and be binding upon each of the Supplier and the Customer and their respective heirs, executors, administrators, successors, and permitted assigns

The Supplier may periodically provide promotions on the Website or social media platforms that could impact pricing. These promotions are subject to separate terms and conditions that differ from these Terms. In the event of any conflict between the terms of a promotion and these Terms, the specific terms applicable to the promotion will take precedence.

37.1   Customers shall comply with all applicable laws, contracts, intellectual property rights, and other third-party rights, and shall refrain from committing any tortious acts. Customers are solely responsible for their conduct while using our Services. Specifically, customers shall not: (i) Post, upload, publish, distribute, submit, or transmit any User Content that infringes, misappropriates, or violates the Supplier’s patents, copyrights, trademarks, trade secrets, moral rights, or other intellectual property rights, or rights of publicity or privacy. (ii) Violate any applicable law or regulation, or encourage any conduct that would result in civil liability. (iii) Engage in fraudulent, false, misleading, or deceptive activities. (iv) Share defamatory, obscene, pornographic, vulgar, or offensive content. (v) Promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group. (vi) Engage in or promote violence or threatening behavior, or actions that pose a threat to any person or entity. (vii) Promote illegal or harmful activities or substances. Customers shall not: (i) Use, display, mirror, or frame the Services, the Supplier’s name, trademarks, logos, or other proprietary information without the Supplier’s express written consent. (ii) Access or tamper with non-public areas of the Services or the Supplier’s technical delivery systems.(iii) Attempt to probe, scan, or test the vulnerability of the Supplier’s system or network, or breach any security or authentication measures. (iv) Avoid, bypass, remove, deactivate, impair, or otherwise circumvent any technological measure implemented by the Supplier. (v) Attempt to access or search the Services or Content, or download Content from the Services, using any engine, software, tool, agent, device, or mechanism (including spiders, robots, crawlers, data mining tools, or similar methods).

37.2   Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

37.3   Use any meta tags or other hidden text or metadata utilizing a Supplier trademark, logo, URL, or product name without the Supplier’s express written consent.

37.4   Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;Collect or store any personally identifiable information from the Services from other users of the Services without their express permission.

All notices, request, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Order Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section

Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Laws, Confidential Information Governing Law, Submission to Jurisdiction, and Survival

40.1   Customer acknowledge and agree to not send any prohibited content over the Platform. Prohibited content includes:

– Any fraudulent, libelous, defamatory, scandalous, threatening, harassing, or stalking activity;

– Objectionable content, including profanity, obscenity, lasciviousness, violence, bigotry, hatred, and discrimination on the basis of race, sex, religion, nationality, disability, sexual orientation, or age;

– Pirated computer programs, viruses, worms, Trojan horses, or other harmful code;

– Any product, service, or promotion that is unlawful where such product, service, or promotion thereof is received;

– Any content that implicates and/or references personal health information that is protected by the Health Insurance Portability and Accountability Act (“HIPAA”) or the Health Information Technology for Economic and Clinical Health Act (“HITEC” Act); and

– Any other content that is prohibited by Applicable Law in the jurisdiction from which the message is sent.

41.01   Customer shall purchase the Goods from SUPPLIER at the prices (the “Prices”) set forth in SUPPLIER’s published price list in force as of the date that SUPPLIER accepts customer’s purchase order and issues the Order Confirmation; provided, that the parties agree that Price quotes are valid for 30 days from the date of the quotation unless extended in writing by the parties. The Prices for the Goods shall be disclosed to customer in the Order Confirmation. Notwithstanding the foregoing, SUPPLIER reserves the right to change prices, dimensions, and specifications without notice prior to SUPPLIER’s issuance of the Order Confirmation. If the Prices should be increased by SUPPLIER before delivery of the Goods to a carrier for shipment to customer, then these Terms shall be construed as if the increased prices were originally inserted herein, and customer shall be billed by SUPPLIER on the basis of such increased prices.

41.02   Prices are listed in United States dollars  for American Customers & Canadian dollars for Canadian customers and are exclusive of shipping charges, in-transit insurance, storage charges, local delivery charges, assembly charges, installation charges, and all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed, either directly or indirectly, by any foreign or domestic governmental authority, including without limitation any federal, state, or local governmental authority, on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets. 

41.03   Prices are FOB Supplier factory unless otherwise noted.

41.04   Prices are quoted based on current duty rates. Duty rates are subject to change. Actual duty rates at the time of delivery will be billed.  Prices are quoted based on current exchange rates. Exchange rates are subject to change. Actual exchange rates at the time of delivery will be billed.

41.05   Prices are those stated on the order, and unless otherwise noted are based on purchasing all items on the order – pricing for individual products may vary for purchases of different quantities or item combinations. SUPPLIER does not maintain most favored customer records, makes no representation with respect to same, and rejects any price warranty terms proposed by Customer. SUPPLIER’s published net price list is subject to change without notice.

41.06   SUPPLIER does not offer price matching on items that become available for sale at a later date.

Introduction

This set of guidelines originates from KOTASA’s corporate policy and has been formulated to establish universal benchmarks for the behavior expected from every KOTASA staff member. While these principles are not new to us and have been ingrained in our collective ethos, this Code of Conduct serves the explicit purpose of formally documenting these essential conduct regulations.

Our approach to business ethics is defined by accountability and the highest ethical principles. These serve as the foundation upon which we bolster our market position and competitive capabilities in a sustainable manner. Additionally, our aspiration is for KOTASA to stand as an organization that instills pride in its employees.

The Code of Conduct serves as a comprehensive outline, articulating the principles and directives for responsible and ethical behavior. Many of the subjects covered in the Code of Conduct are further expounded through employment contracts, standard operating procedures, and internal guidelines. Our aim is to transform the KOTASA Code of Conduct from mere words on paper into a tangible benchmark, diligently practiced by every employee in their day-to-day dealings, regardless of their location or background. We therefore urge you to embody our values.

 We extend our gratitude for your dedication and rely on your continued support.

 Digital Signature  

CEO                                       COO         

Every employee at KOTASA must adhere to the guidelines outlined in the Code of Conduct and should let these principles direct their daily tasks.

Scope and Applicability

This Code of Conduct is relevant to all personnel (including both white-collar and blue-collar employees, as well as contracted labor) affiliated with KOTASA and extends to individuals representing or working on behalf of the company. KOTASA will strive to inform external parties about the specific sections of this Code of Conduct that pertain to them, emphasizing their anticipated adherence to these provisions while engaging in business interactions with KOTASA

In instances where KOTASA becomes cognizant of a violation of these stipulations by a business partner, the implicated partner will be requested to cease such conduct. KOTASA’s management retains the authority to undertake appropriate actions, such as discontinuing the business relationship or notifying pertinent authorities, if the concerned business partner fails to comply within a reasonable timeframe.

Responsibility of all employees of KOTASA

Embracing Corporate Responsibility involves every individual employee assuming accountability for their own actions. This extends to KOTASA’s workforce understanding and adhering to the legal regulations pertinent to their specific roles, encompassing international, national, and local laws, as well as guidelines like commercial, tax, and competition laws. Additionally, strict adherence to internal policies and directives, including the Code of Conduct, is expected.

The responsibility of disseminating these guidelines and rules to employees lies with KOTASA’s management. It is imperative that all employees promptly report any proven or suspected breaches of law, the Code of Conduct, or other internal regulations (refer to the “Reported Misconduct” section).

KOTASA retains the prerogative to take disciplinary measures should an employee fail to comply with laws, the Code of Conduct, or other internal regulations. Employees need to recognize that such transgressions can bear significant consequences for both the company and themselves, thereby holding them accountable.

Compliance isn’t solely KOTASA’s obligation; it is equally incumbent upon each individual employee. Ultimately, violations of compliance standards could lead to personal repercussions for employees under both civil and criminal law.

KOTASA maintains a strict stance against any form of workplace insult or harassment. It is imperative that all employees experience just and unbiased treatment.

Core Principles

The equitable and respectful treatment of every employee is a paramount concern at KOTASA. Our commitment lies in fostering an environment of mutual trust, where each individual is treated with honor and courtesy. We hold in high esteem the diversity stemming from varying cultural and personal backgrounds, valuing perspectives from different origins, cultures, languages, and ideas. To circumvent misunderstandings and conflicts, we interact with one another conscientiously and with deference.

At KOTASA, all employees enjoy equal employment prospects. Our human resource decisions are rooted in merit, performance, integrity, qualifications, and similar benchmarks. This principle extends across all aspects of recruitment, training, compensation, and advancement.

Sexual Harassment

Sexual harassment can manifest in diverse ways, including explicit advances, demeaning comments, jests, offensive language, or suggestive gestures. Even if unintended, such behavior can be perceived as harassment.

KOTASA strictly prohibits all forms of sexual harassment. Employees who feel subjected to such harassment have the option to approach the designated authorities at any time (refer to the “Reporting Misconduct” section). Their reports will be diligently and confidentially investigated. Rejection of advances or reporting of harassment will not adversely affect an employee’s employment status, performance assessment, or income, unless the report is made with malicious intent. If any form of retaliation or reprisal occurs due to such a report, the relevant authorities must be promptly notified to curtail such inappropriate behavior.

Non-Discrimination

Within KOTASA human rights are fundamental values upheld by all. Our corporate culture recognizes the uniqueness and worth of each individual, emphasizing respect for their individual skills. Each employee is regarded as a valued team member, and their rights and dignity are upheld.

KOTASA commits to the equitable and unbiased treatment of all prospective and existing employees. Discrimination based on nationality, ethnicity, gender, sexual orientation, culture, religion, age, marital status, social affiliation, health, union membership, political beliefs, or any other grounds is strictly prohibited.

Individuals possessing comparable hard and soft skills must receive equal treatment concerning hiring, terms of employment, compensation, training initiatives, and professional development within the local context. This principle extends to all interactions with external parties, including suppliers, customers, consultants, dealers, and other business associates of KOTASA, even competitors.

We place the highest priority on maintaining safe and healthy working conditions. Every individual is responsible for the prudent and efficient utilization of our resources.

Working Conditions

KOTASA steadfastly upholds working conditions in alignment with international laws and regulations, and we expect the same standard from our business partners.

Child and forced labor are categorically prohibited at all our facilities, and we actively seek to encourage our partners and suppliers to adopt similar principles.

Across all KOTASA facilities, we ensure equitable and just compensation levels. We acknowledge our employees’ right to engage in collective bargaining agreements as permitted by the laws and customs of their respective operating countries.

Alcohol and Substance Use

Alcohol and substances can significantly impair employees’ cognitive abilities and their capacity to perform duties efficiently and effectively. Such substances not only hinder productivity but also jeopardize the safety of KOTASAs employees and their work environment.

Henceforth, the consumption of narcotics, alcohol, and other intoxicating substances during work hours is strictly prohibited for all KOTASA employees, except for medical drugs prescribed by a licensed physician.

Environmental Conservation and Social Responsibility

Responsible environmental stewardship is of paramount importance to us. KOTASA is fully committed to the intelligent and sustainable management of resources, energy, and waste. In pursuit of this goal, comprehensive environmental, health, and safety guidelines have been formulated. These guidelines either meet or exceed international and national legal requirements.

 Each employee is obligated to adhere to these guidelines, both for their personal safety and the protection of the environment. Sustainability is deeply ingrained in our corporate culture, embraced by every employee.

 KOTASA’s dedication to society is an integral facet of our philosophy. We voluntarily engage in numerous projects for the betterment of the public, reflecting our responsibility to the larger community.

Core Principles

All personnel within KOTASA bear the responsibility of safeguarding corporate resources and utilizing the available assets appropriately. Corporate resources encompass all operational elements (including but not limited to information) owned by KOTASA constituting vital components of the company’s pursued business activities. Each employee is thus accountable for preventing resource harm or loss, theft, IT security vulnerabilities, unauthorized or fraudulent modifications, unauthorized entry, improper usage, and unauthorized disclosure. Transporting corporate assets off company premises necessitates explicit authorization. Similarly, utilizing corporate resources for personal purposes requires explicit consent.

 Corporate Information

 KOTASA endorses open information exchange and promotes data sharing. Nonetheless, mishandling, misuse, or destruction of corporate information can inflict substantial harm on KOTASA. Hence, maintaining respect for and protecting confidential information takes precedence. Every KOTASA employee is obligated to treat corporate information accessed during their service with meticulous care. The term “corporate information” encompasses all financial records, contracts, correspondence, technical details, etc., belonging to KOTASA, irrespective of the medium employed for processing, transmitting, or storing the information.

 Notably, confidential information can involve:

  • Trade secrets and proprietary knowledge,
  • Existing or potential patents, copyrights, and trademarks,
  • Business concepts, methods, plans, and proposals,
  • Production and capacity information,
  • Marketing strategies and sales projections,
  • Client data,
  • Internal pricing lists,
  • Business strategies,
  • Construction blueprints,
  • Supplier particulars,
  • Business principles,
  • Technology and research and development data,
  • Employee details, including recruitment, health, education, and training records,
  • Financial data.

 Generally, KOTASA staff are accountable for:

  • Ensuring corporate information is managed consistently with pertinent laws and internal policies,
  • Using corporate information solely for intended internal purposes and acquiring pre-approval from relevant supervisors for other uses (e.g., publication),
  • Abstaining from making false or misleading entries in financial, accounting, technical records, etc.,
  • Preventing destruction of corporate information before prescribed retention periods expire or while legal actions or investigations are ongoing.

 Classification of Corporate Information

All non-public information, except that explicitly designated “public,” must be treated as internal and confidential. Such information is solely for internal KOTASA use and must not be disclosed to external parties without specific authorization. The originator of corporate information or their superior is tasked with assigning the required level of protection (via labels, stamps, notes, email system’s confidentiality criteria, etc.). Information marked as “confidential” mandates particularly cautious handling, prohibiting others’ access at the workplace. When confidential corporate information must be shared externally, a confidentiality agreement is mandatory, with approval from the originator and/or owner before the information leaves KOTASA

Email, Intranet, and Internet Usage

 Active utilization of email, internet, and intranet is crucial for swift, efficient communication. However, improper use of external data connections (email, internet) poses substantial risks to KOTASA To mitigate these risks, strict adherence to internal guidelines, rules for email, internet, intranet systems, and social media must be maintained. Vigilance is essential in avoiding downloading, copying, or transmitting unlawful, defamatory, discriminatory, politically biased, or explicit content.

Secrecy

For security, using private IT devices or unofficially acquired IT equipment to process or store corporate data/documents is strictly prohibited. Compliance with data protection laws or relevant statutory regulations in respective countries is obligatory. Unless instructed otherwise by the employer, employees cannot forward entrusted data related to their duties, maintaining data confidentiality during and after employment. Confidentiality In executing their duties, employees access confidential corporate know-how stored within various IT tools and databases, encompassing commercial, organizational, and technical information KOTASA’s intellectual property. Strict confidentiality must be observed, and this information should only be used for official responsibilities. Disclosing corporate know-how to third parties, making it available externally, or misusing it is strictly forbidden and may entail legal repercussions. KOTASA retains the right, in compliance with country-specific laws, to document access to sensitive programs and data for data security purposes. Data

Removal and Safekeeping

Removing corporate data on data carriers (CDs, memory cards, portable hard drives, etc.) or IT devices (e.g., laptops) from company premises, as well as copying data to external networks (e.g., internet), requires supervisor consent. It is imperative for employees to securely manage data carriers and IT devices, and the “IT Usage” standard operating procedure should be noted.

KOTASA anticipates its workforce to uphold the integrity of its own intellectual property rights while also demonstrating respect for the intellectual property held by external entities. The intellectual assets of KOTASA encompass various forms including innovations, scientific or technical research outcomes, product advancements, novel technology creations, in-house software developments, and more. Depending on the context, these intellectual assets are fortified through processes such as registration, application for trade name or patent registration, design protection, and the issuance of either exclusive or non-exclusive licenses.

Every employee within KOTASA is required to proactively shield the company’s intellectual assets and counteract any unauthorized transfer of sensitive expertise to rivals or other unsanctioned third parties.

 In particular, employees must ensure that:

  • Information pertaining to nascent products is not disseminated prior to the registration of patents or other intellectual property rights, or a conscious decision to relinquish such rights.
  • Proprietary data remains confidential and is not exchanged with clients, suppliers, or industry competitors.
  • Prior to embarking on discussions with potential collaborative partners, confidentiality agreements are executed.

Beyond safeguarding its own intellectual property, KOTASA maintains a strong commitment to the intellectual property of external entities. Illicit utilization of a third party’s intellectual property has the potential to result in significant repercussions for both KOTASA and its workforce, including potential legal entanglements under civil law and financial penalties, among others. Such actions will be strictly prohibited under any circumstances.”

The effectiveness of our external communication plays a pivotal role in shaping the reputation of our robust brands and upholding KOTASA’s esteemed image in both international and regional markets. Our capability to communicate coherently, professionally, and ethically with external stakeholders and the media significantly contributes to this positioning.

We maintain a transparent, clear, and goal-oriented approach when communicating with a diverse array of parties, including our valued customers, the wider public, neighbors, and trusted suppliers. This approach facilitates a swift and well-regulated exchange of information, catering to the unique needs of each audience. It is imperative that our employees take pride in serving as the enthusiastic “ambassadors” of KOTASA and its formidable brands, reflecting our shared values.

To ensure precision and accuracy, external third parties are furnished exclusively with information that has undergone explicit authorization for publication. The decision-making authority for communication methods and channels rests with the senior management, and when necessary, the Executive Board. This orchestrated approach guarantees our communication efforts are aligned with our overarching strategic vision.

In essence, our commitment to coherent, professional, and ethically sound external communication is pivotal in influencing how our strong brands are perceived in international and regional markets. The transparency, clarity, and purposeful nature of our interactions resonate throughout the organization, solidifying the reputation of KOTASA and its esteemed offerings.

Customer Communication

At the heart of our interactions with customers lies our dedication as a capable and trustworthy partner, dedicated to fostering lasting business connections. We firmly believe that transparent and sincere engagement with our customers is a fundamental obligation. KOTASA distinguishes itself not only through its offerings but also through an unwavering commitment to treating customers with directness, impartiality, and candor.

Our primary goal is to provide customers with solutions that impeccably align with their expectations. We leverage the strengths of our products and services while ensuring that our sales materials, advertisements, and other communications accurately represent them. This implies that every member of the KOTASA team refrains from purposefully misguiding customers, be it regarding product quality, attributes, or availability.

Supplier Communication

Our interactions with proficient and high-achieving suppliers are oriented towards establishing enduring and trustworthy alliances.

KOTASA is an integral part of a tightly-knit network encompassing business partners and suppliers. The foundation of these business relationships lies in the assurance that both parties’ interests are consistently and equitably prioritized, in alignment with the principles of fairness. All procurement determinations are exclusively guided by transparent factors including quality, timelines, cost, service, and dependability, and remain uninfluenced by the personal motivations of individual staff members.

KOTASA communicates its expectations and the benchmarks to be met by suppliers in a candid, equitable, and straightforward manner. The suppliers’ capacity to uphold these elevated standards hinges on active collaboration. Whenever this cooperation involves the exchange of confidential information (such as product specifications, production processes, quality considerations, etc.), a confidentiality agreement is obligatory.

Engagement with Public Authorities

Our communication, both internally and externally, embodies values of transparency, integrity, and fairness.

KOTASA engages with public authorities in a forthright, candid, and proactive manner. Our goal is to foster a relationship of trust, professionalism, and honesty with these entities.

As a general protocol, local management and/or duly authorized employees are responsible for liaising with public authorities (for routine queries, adherence to safety regulations, inquiries about ongoing projects, etc.).

Inquiries originating from public authorities that could impact the entirety of KOTASA or pertain to more than one country or region should be escalated to the appropriate management level for evaluation and subsequent actions. During the handling of such inquiries, management collaborates with relevant divisions and, particularly in cases of public interest, seeks guidance from the Corporate Legal & Public Affairs department.

Engaging with public authorities might present challenges based on specific situations. In uncertain situations, it’s advisable to seek guidance from your immediate supervisor.

Intra-Organizational Communication

The employees at KOTASA are obligated to uphold principles of candor, integrity, transparency, and fairness not just in external interactions, but also in their communications within the Group.

Internal communication transpires among various divisions within the Group as well as across individual corporate tiers.

Effectively conveying information in a clear and targeted manner through our information networks forms the cornerstone for swift information exchange, prompt consensus-building, well-informed decision-making, and consistent execution of agreed-upon actions. This foundation proves indispensable when introducing corporate changes and plays a role in fostering employees’ sense of affiliation with the company. Sound decision-making and accurate implementation of resolutions can only be achieved by employees who have received ample information.

We anticipate our employees to take the initiative in sharing pertinent and valuable information with their colleagues.

Fundamental Tenets

Corruption involves the improper utilization of entrusted authority. This encompasses bribery, bestowal of advantages, receipt of benefits, unauthorized interferences, and other manifestations of corruption, which can inflict widespread harm across legal, economic, and political spheres. Consequently, KOTASA firmly stands against all manifestations of corruption.

The following guidelines are pertinent to scenarios that may emerge during transactions or situations involving KOTASA employees or external third parties acting on behalf of the company.

Bribery

Bribery represents a manifestation of corruption. Within the context of this Code of Conduct, KOTASA defines bribery as any act involving the offer, promise, grant, request, or acceptance of financial or non-financial advantages, directed towards:

Public officials, civil servants, or other individuals employed within public authorities,

Politicians, political parties, and/or their representatives, or Other external third parties,

with the intent of facilitating or securing business transactions or gaining illicit advantages in business dealings. KOTASA explicitly prohibits any involvement of its employees in bribery, irrespective of the nature or worth of the offered inducements (monetary, non-monetary benefits, etc.). Employees found contravening this prohibition may be subjected to severe disciplinary actions and/or legal measures, including civil and criminal proceedings.

Should an employee of KOTASA confront a bribery attempt or suspect an external third party of attempting to exert undue influence, it is mandatory to promptly inform their immediate supervisor.

Gifts and Hospitality

KOTASA strictly prohibits the presentation or acceptance of gifts, hospitality, or other favors when such actions constitute an inappropriate and unethical attempt to influence business transactions or might give rise to the perception of improper influence.

As part of KOTASA’s commitment to nurturing positive relationships with its business associates, employees may occasionally engage in the exchange of gifts or hospitality of modest value (such as invitations to business meals or customary promotional items like pens, calendars, etc.). This is permissible as long as the intent is not to exert undue influence on business decisions and such actions do not create such an impression.

However, the offering or receipt of cash or cash-equivalent items (like checks, bank transfers, etc.) is strictly prohibited, regardless of the monetary value involved.

The fundamental principles outlined in this section also extend to the initiation of business interactions.

Money Laundering

Individuals or entities involved in criminal enterprises (such as drug trafficking, bribery, fraud, blackmail, etc.) frequently seek to “cleanse” ill-gotten gains, disguising their origins to evade public scrutiny or create a facade of legitimate income. The majority of countries worldwide have laws prohibiting money laundering.

KOTASA is resolutely committed to unwavering adherence to all relevant anti-money laundering regulations. To this end, KOTASA establishes business partnerships exclusively with trustworthy customers and/or other associates who are engaged solely in lawful business pursuits and derive their financial resources from legal channels.

Every segment of KOTASA is therefore responsible for ensuring that they do not accept funds associated with money laundering. In cases of uncertainty, a comprehensive inquiry should be conducted to gather as much information as possible about the business partner. If there is any suspicion or indication of money laundering or other illicit activities involving a business partner, the pertinent supervisor must be promptly informed.

Engagement with Public Authorities

The majority of nations globally enforce stringent legal regulations concerning the acceptance of gifts and/or bribes in interactions with public authorities.

As highlighted in the preceding section, KOTASA employees are prohibited from presenting, promising, or bestowing cash payments or similar benefits to civil servants and other individuals employed by public authorities. This prohibition applies especially to cases where the intent is to secure preferential treatment or influence decisions to be undertaken by these public authorities.

Political Contributions and Engagement

 Donations and any other forms of payments to political parties, whether direct or indirect, are impermissible. As an apolitical entity, KOTASA refrains from making contributions, whether monetary or non-monetary, to political candidates, political parties, or organizations dedicated to furthering the interests of political parties or ideologies.

 Employees are at liberty to participate in personal political endeavors, provided that:

  • Such personal political actions adhere to the bounds of legality.
  • All personal political engagements occur outside of working hours.
  • No resources belonging to KOTASA are employed to support these personal political activities.
  • The personal political involvements do not exert any adverse influence on KOTASA In any manner whatsoever.

Competition Laws and Ethical Practices

The fundamental objective of competition laws, including antitrust laws, is to safeguard the principles of unfettered competition. KOTASA is firmly dedicated to robust, transparent, and morally sound competition, carried out in strict accordance with the prevailing legal regulations. Regardless of our operational scope, we ensure that all our business conduct aligns impeccably with the laws governing equitable competition.

Transgressions against international and national competition regulations could yield profound ramifications for both KOTASA and the implicated employees. These repercussions may encompass substantial penalties, civil litigation, and claims for damages from stakeholders such as customers, rivals, and more.

Due to the intricate nature of the topic and the potentially detrimental outcomes associated with transgressions or misconduct, this section cannot encompass the comprehensive array of competition rules governing interactions with customers, suppliers, and competitors within the market. Consequently, when uncertain, employees are strongly encouraged to reach out to their superiors at the earliest opportunity. This proactive communication helps to ensure clarity and compliance.

 Prohibition of Unfair Competition

In adherence to valid legislation, we prohibit all competitive actions achieved through unfair means. This prohibition specifically pertains to:

Misleading Information: The dissemination of deceptive data regarding business aspects such as product quality, origin, manufacturing methods, pricing, and other factors.

Misuse of Signs: Unauthorized usage of symbols like the CE marking on untested products, or the appropriation of third-party proprietary trademarks.

Unfair or Unethical Actions: This includes practices like boycotts, discrimination, breaches of contract, and betrayals of trust.

Interaction with Customers

Our interactions with external parties are consistently fair. We rely on the merits of our products and services for competition. We ensure that our sales materials, advertisements, and other communications accurately and honestly represent our offerings. We treat all customers with integrity, fairness, and respect for their independence. Any agreements or arrangements that hinder competition, especially those involving resellers, are considered unlawful. Additionally, in the event of a dominant market position, KOTASA commits to responsible conduct.

Relations with Suppliers

KOTASA’s procurement decisions are grounded solely in product/service quality, deadlines, pricing, and supplier support. Fair treatment is extended to customers or suppliers that are also competitors, eliminating any bias. We refrain from securing supplier agreements that mandate their purchase of our products/services as a prerequisite for conducting business.

Engagement with Competitors

Collaboration with competitors is avoided. KOTASA refrains from engaging in arrangements that limit competition, whether explicit or implicit, covering aspects like prices, terms, quantities, customer allocation, and sales territories. Agreements barring competitors from transacting with specific customers or suppliers (boycotts or refusals) are also prohibited. Acquisition of market information adheres to lawful methods.

Discussions with customers involve avoiding the disclosure of internal matters, including:

  • Pricing and sales terms
  • Cost structures
  • Inventory details
  • Production plans
  • Market assessments
  • Confidential or proprietary data

Joint ventures, collaborations, and mergers can potentially stifle competition if entered into with (potential) competitors. Their feasibility must align with the legal frameworks of relevant jurisdictions. Therefore, all planned ventures, collaborations, and mergers must be vetted by the Corporate Legal & Public Affairs department and are generally subject to the Executive Board’s approval.

Considering the conditions for permissible comparative advertising, KOTASA generally refrains from such practices. Comparisons with competitors’ products or services are required to be objective, comprehensive, fair, and accurate. Data and information supporting these comparisons undergo thorough validation.

Lastly, derogatory remarks or negative comments about competitors are strictly prohibited.

Foundational Principles

Numerous governments worldwide have enacted regulations to impose constraints on the export of goods and the dissemination of technology. These regulations serve multiple objectives:

  • To curtail global conflicts and prevent their initiation.
  • To safeguard countries’ security by preventing terror groups and hostile regimes from accessing military equipment and technology.
  • To protect the reputation of countries and governments by avoiding associations with weapon and military equipment provision or support for specific regimes.

KOTASA aligns with these objectives. Additionally, violating export control regulations could lead to severe consequences, including substantial penalties (like goods seizure, sales forfeiture, denial of future export permits, or simplified customs procedures), as well as a significant reputational setback.

We adhere to all regulations applicable in the countries where we operate, specifically those related to goods export restrictions, embargoes, and sanctions on particular countries and individuals.

Controlled Goods and Products

Products subject to export limitations generally fall into these categories:

  • Military goods: Items designed for military purposes.
  • Dual-use goods: Civilian-oriented items that could be exploited for military or prohibited purposes with moderate effort.
  • Sanctioned goods: Items banned from export to specific countries due to embargoes or sanctions. These usually encompass goods used for internal repression or vital to industries in sanctioned countries.
  • Whether a product is subject to export restrictions hinges on its features and technical attributes.

Controlled End-Uses

Even if a product isn’t inherently restricted for export, its use for specific prohibited purposes could still lead to export limitations or bans. These purposes are particularly linked to weapons of mass destruction, carrier rockets for such weapons, and military use in countries under weapons embargoes.

Moreover, we consider the following facets:

Listed Individuals

Many countries have regulations within their sanctions and embargoes framework that prohibit transactions involving certain individuals or entities (termed “listed persons”).

Risk of Diversion

Instances may arise where individuals or entities unable to access specific products through conventional channels-due to denied export permits, for instance-might attempt to deceive by involving third parties or providing inaccurate export transaction details.

Export and Technology Transfer

Similar to physical goods, technology (including information, drawings, component lists, and instructions aiding product manufacturing) and software can also fall under categories of military goods, dual-use goods, or sanctioned goods. Transferring such technology or software to foreign nations may necessitate permits.

Prior to any technology or software transfer, we ensure compliance with permits and permissions.

Conflicts of Interest

KOTASA upholds the privacy of its employees and, under normal circumstances, does not involve itself in their personal matters beyond the workplace. However, all KOTASA employees are required to steer clear of situations that may create or have the potential to create conflicts between their personal or familial interests and the interests of the company. It is strictly forbidden for personal interests to influence the professional judgment of our employees.

In the realm of business, conflicts of interest typically arise when the personal endeavors of employees or their immediate family members (spouse, parents, children, or other cohabitants) clash with the company’s operations, raising concerns about the decisions made and the integrity of the decision-maker.

Illustrative Instances of Possible Conflicts of Interest include:

  • Engaging in activities external to KOTASA that hinder or have the potential to hinder performance within the company.
  • Undertaking business transactions with companies or individuals where a close family member holds ownership or serves as a direct negotiating party.
  • Accepting gifts, favors, or similar gestures.

Numerous actual or potential conflicts of interest can often be sidestepped in a manner that suits both the employee and the company’s interests. Invariably, any existing or potential conflicts of interest should be disclosed through a written report submitted to the immediate supervisor, with a corresponding entry documented in the personnel records.

Core Principles

Every employee at KOTASA bears the responsibility of upholding this Code of Conduct, alongside adherence to laws, internal guidelines, and regulations. This commitment is pivotal for KOTASA’s enduring success, even when faced with challenging compliance scenarios.

 When confronted with questions or situations residing within ambiguous territory, and neither the Code of Conduct nor internal guidelines offer explicit direction, consider the following queries:

  • Does the intended activity comply with the law? Are you being asked to engage in something that might be ethically questionable?
  • Is the situation clear and understandable?
  • Would your actions remain consistent if observed by your superiors, KOTASA’s senior management, or colleagues?
  • Would you feel at ease with your actions being publicized in the media?

Points of Contact

Should uncertainty persist even after carefully pondering these questions, please reach out to any of the following individuals:

  • Your immediate supervisor
  • Other managers within KOTASA
  • Human Resources Executive
  • Human Resources Executive Role

 The Human Resources Executive at KOTASA carries the following responsibilities:

  • Overseeing the implementation of the Code of Conduct
  • Addressing queries about interpreting the Code of Conduct that arise during routine business operations
  • Reporting to the KOTASA Executive Board concerning company-wide adherence to the Code of Conduct

Please contact the Human Resources Executive if:

  • You’re unsure how to act in specific business scenarios
  • You suspect that the Code of Conduct contradicts local laws and/or internal guidelines and rules
  • You have suggestions for enhancing the Code of Conduct

Contact details for the Human Resources Executive can be found in KOTASA’s internal communications, local bulletins, notice boards, and similar channels.

Sometimes, workers at KOTASA might find or think that someone is not following the rules in the Code of Conduct, other company rules, or even laws. Doing something wrong like this can really hurt the company’s business and its reputation. So, the company doesn’t allow it.

If KOTASA workers see or think something is wrong, they should tell someone right away. Ignoring it is like helping bad behavior.

If they’re not sure what to do, they can talk to their boss first. They can also talk to other managers, the Human Resources team, the works councils, or the Compliance Officer.

KOTASA will also have a special outside service that workers can call to report bad behavior. This service is called “Whistle Blow “The goal is to record reports of bad behavior that is proven or suspected.

All the reports made to the KOTASA Line will be kept secret and looked into carefully using a specific process.

 It’s better if workers give their names when they report something, but they can also report things without saying who they are. You can find more about the “Whistle Blow “in the company’s messages or from the Human Resources team.

To make sure workers feel safe talking about these things, KOTASA promises that people who report bad behavior won’t get in trouble for speaking up. This also goes for anyone who gives important information to help check into the bad behavior.

 But, the company also says that if someone makes up a story on purpose, they might get into trouble.

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