Wholesale Terms and Conditions

  1. 1          Definitions

    “Australian Consumer Law” or “ACL” means the legislation contained in Schedule 2 of the Consumer and Competition Act 2010 (Cth);

    “Company” means Little Windmill Clothing Co Pty Ltd (ABN 80 416 516 046) and includes its directors, employees, contractors and affiliates;

    “Notice” means a notice in writing;

    “Party/Parties” means the Company and the Retailer collectively;

    “Physical Store” means a retail environment that requires physical space to display and sell products;

    “Product” means any product supplied by the Company under these Terms;

    “Recommended Retail Price” means the price for any Product as set by the Company;

    “Retailer” means you and includes your directors, employees, contractors and affiliates;

    “Terms” means these Wholesale Terms and Conditions.

    These Terms enter into force on acceptance by the Retailer and continue until cancelled under these Terms.

    (a)        The Retailer agrees to buy from the Company and the Company agrees to sell to the Retailer pursuant to these Terms while these Terms continue.

    (b)        The Company will only supply Products to a Retailer that operates a Physical Store suitable for the retail and distribution of the Products.

    (c)        Products may not be made available for purchase by a Retailer until at least 14 days have elapsed from the time the Product was first released on the Company’s website.

    (d)        The right to retail and distribute the Company’s Products is at the sole discretion of the Company.

    (a)        The Retailer must place orders for the Company's Products to the Company at the Company’s online wholesale portal or by other means as may subsequently be notified by the Company.

    (b)        The Company must provide the Retailer with a Recommended Retail Price for each Product purchased by the Retailer. The Retailer must not sell or distribute any Product, or cause any Product to be sold or distributed, below the Recommended Retail Price.

    (c)        Products may not be dispatched to a Retailer until at least 14 days have elapsed from the time the Product was first released on the Company’s website.

    (d)        The Parties agree that all sales are final and that the Company does not accept refunds or returns. 

    5          Discounts

    Products supplied by the Company to the Retailer pursuant to these Terms must not be retailed or distributed at a price less than the Recommended Retail Price fixed by the Company. Any discounts or promotions that may result in a sale or distribution of any Product below the Recommended Retail Price will require the express written consent of the Company and will be at the sole discretion of the Company.  

    6          Payment for Products

    (a)        The Retailer agrees to pay for all Products ordered by the Retailer prior to the Products being supplied by the Company to the Retailer.

    (b)        The minimum order by a Retailer is $350.00 not including any taxes or applicable shipping costs.

    (c)        Shipping costs will be calculated by the Company after an order has been received by the Company. The Retailer agrees to pay to the Company all reasonable shipping costs prior to the supply of the Products by the Company to the Retailer.

    (d)        The Retailer must pay any goods and services tax (GST) that apply to the supply of any Product by the Company to the Retailer.

    7          Dispatch of Products to Retailers

    (a)        The Company may dispatch Products by any means at its sole discretion.

    (b)        A tracking number will be provided by the Company to the Retailer after an order has been dispatched.

    (c)        Orders will be sent to the delivery address provided by the Retailer only. The Company accepts no liability where an address provided by a Retailer is incorrect.

    (d)        It is the obligation of the Retailer to report to the Company any lost or damaged parcels within 30 days of dispatch within Australia or 60 days of dispatch outside Australia.

    (e)        Any parcel returned as undeliverable may be refunded for the value of the Products only, less any excess shipping and/or supply charges.

    8          Resale prices

    (a)        The Company must provide to the Retailer a list of Recommended Retail Prices at which the Products may be resold.

    (b)        The Parties agree that:

    (i)         the Recommended Retail Prices set out in that list are binding and the obligation is on the part of the Retailer to ensure that no Product is sold or distributed for less than the Recommended Retail Price and to comply with the pricing requirements pursuant to these Terms; and

    (ii)        this clause 8(b) is taken to be incorporated by reference into every Recommended Retails Price issued by the Company to the Retailer under these Terms.

    9          Conditions for resale

    (a)        The Retailer must at all times offer for sale and sell the Products as goods of the Company and according to the specifications supplied by the Company from time to time either generally or in any particular case.

    (b)        The Retailer must not make any representation or give any warranty for the Products other than those contained in the Company's conditions of sale as current at the time of the offering for sale or the sale.

    10        Retailers not to tamper with Products

    (a)        The Retailer must sell the Products in the same condition as they are received by them.

    (b)        The Retailer must not alter, remove or in any way tamper with any of the Company's marks or numbers on the products except that the Retailer may attach to the Products by means of a label or by other suitable means a tag bearing their name and address and indicating that they are the suppliers of the Product and are authorised retailers for the Company.

    11        Relationship between Parties

    (a)        The Parties agree that these Terms do not constitute the Retailer as an agent of, or as a partner with, the Company for any purpose.

    (b)        The Retailer must not pledge the credit of the Company to any third party at all.

    (c)        The Retailer may describe themselves as authorised dealers or retailers of the Company's Products but must not describe themselves in any way as agents for the Company.

    12        Maintenance of Physical Store

    (a)        The Retailer must:

    (i)         maintain a Physical Store at all times;

    (ii)        have maintained a Physical Store for a period of not less than 18 months prior to the commencement of these Terms;

    (iii)       stock all the Products in a Physical Store in good order for display purposes; and

    (iv)      maintain the appearance of any Physical Store in a manner appropriate to the sale and distribution of the Products.

    (b)        The Retailer agrees and covenants to only retail and distribute Products online where the conditions in 12(a) above are met. The Retailer’s online retail and distribution of the Products must be through the Retailer’s website only. Products must not be sold or distributed through any general e-commerce marketplace where products from multiple vendors appear on the same platform.

    13        Effect of delays in delivery

    The Retailer has no right of action against the Company for any loss occurred to the Retailer by reason of any delay in delivery, or delays in transit, or delays caused by accidents or strikes.

    14        Retailers not to assign

    The Retailer must not assign or purport to assign the benefit of these Terms without the consent in writing of the Company.

    15        Amendment by Notice

    The Company may cancel or amend any of these Terms by giving Notice to the Retailer. The Retailer agrees and covenants to comply with the terms set out in the Notice.

    16        Summary cancellation of Terms by Company

    The Company may cancel these Terms by giving Notice to the Retailer immediately if any of the following events occur:

    (a)        if the Retailer commits a breach of any of these Terms;

    (b)        if the Retailer enters into liquidation whether compulsorily or voluntarily, or has a receiver appointed of all or any part of their assets, or takes or suffers any similar action in consequence of debt;

    (b)        if the Retailer becomes bankrupt or insolvent, or takes or suffers any similar action in consequence of debt.

    17        Cancellation on Company ceasing to trade

    If the Company ceases to carry on business it may at any time end these Terms.

    18        Compliance with the Australian Consumer Law and other regulations

    The Retailer agrees and acknowledges that it will abide at all times, by the Australian Consumer Law, and any other local consumer laws in the state or country in which the Retailer is retailing or distributing the Company’s Products, and indemnify the Company for any claims relating directly or indirectly to the Retailer’s marketing, statements, or advertisement relating to the use, purchase, or otherwise of the Company’s Products.

    19        Governing Law

    These Terms are governed by the laws of New South Wales which are in force from time to time and the Parties agree to submit to the exclusive jurisdiction of the Courts of New South Wales for determining any dispute concerning these Terms.

    20        Severability

    If any part of these Terms is at any time held by any jurisdiction to be void, invalid or unenforceable, then it will be treated as changed or reduced, only to the extent minimally necessary to bring it within the laws of that jurisdiction and to prevent it from being void. It will then be binding in that changed or reduced form. Subject to that, each provision is to be interpreted as severable and does not in any way affect any other of these Terms.

    21        Service of Notices

    Any Notice, demand, direction, permission, control, authorisation, or other communication (each a Notice) required or permitted, whether expressly, or by necessary implication, to be given under these Terms is:

    (a)        to be in writing addressed to the address of the intended recipient;

    (b)        to be signed by a person duly authorised by the sender;

    (c)        be deemed to have been given and served;

    (i)         where delivered by hand or by courier, at the time of delivery;

    (ii)        where sent by ordinary mail, 7 days after the day of posting;

    (iii)       where dispatched by registered post on the seventh day after the date on which the Notice is accepted for posting by the relevant postal authorities;

    (iv)      where dispatched by facsimile transmission, at the time recorded on the transmitting machine; and

    (v)       where dispatched by email, when the sender's computer indicates that the message has been sent and that it has not bounced, but if delivery or receipt is later than 5.00 pm (local time) on a business day, the Notice is deemed to have been given and served on the next business day.