Wholesale Terms & Conditions

Standard Wholesaler Terms and Conditions of Sale

1. “Confidential Information” means any information or data in whatever form, nature or media disclosed by the Supplier in providing a quote for or delivering the Goods. This includes but is not limited to information relating to the Supplier’s products, pricing, processes, financial records, reports, personal information, franchise arrangements, market research, and client lists. 
2. "Goods" means all Goods or Services supplied by the Supplier to the Stockist at the Stockist’s request from time to time. 
3. “Intellectual Property” means includes but is not limited to the Supplier’s trademarks, registered designs, photos, or other like rights. 
4. “Party” or “Parties” include each the Supplier, the Stockist and/or their Related Entities. 
5. "Price" means the Price payable for the Goods as agreed between the Supplier and the Stockist in accordance with Clause 5 below. 
6. "Related Party" or “Related Entities” has the same meaning as set out in section 9 of the Corporations Act 2001 (Cth). 
7. "Stockist" means an approved person/entity enquiring, buying, or obtaining the Goods as a wholesaler specified in any quote, invoice, document, proposal, or order, and if there is more than one Stockist is a reference to each Stockist jointly and severally.
8. “Supplier” shall mean Stray Willow  (ACN 637 042 061) its Related Entities, its successors and assigns or any person acting on behalf of and with the authority of Stray Willow or its Related Entities.
9. “Wholesale Trade Account” means an account to manage the Stockist as a wholesaler of the Goods. 

1. A business or person must submit an expression of interest to be a wholesaler of the Goods. 
2. Supplier has the discretion to approve or reject any application referred to in clause 2.1 above. 
3. If Supplier approves the application referred to in clause 2.1 above, then: 
1. the Stockist must create a Wholesale Trade Account; 
2. the Stockist must use the Wholesale Trade Account to order Goods to stock in their retail business for retail sale; and 
3. The Supplier provides the Stockist with a non-exclusive license to sell the Goods in the business specified in any application which is connected to the Wholesale Trade Account. 
4. The Supplier provides the Stockist with a non-exclusive license to use the Supplier’s Intellectual Property strictly for the purposes of selling the Goods to customers. 
4. The Stockist may purchase testers or samples from the Supplier by emailing lauren@straywillow.com.au
5. The Stockist acknowledges and agrees that: 
1. In consideration of creating a Wholesale Trade Account and adhering to these Terms and Conditions of Sale, they are granted access to wholesale prices for the Goods; 
2. the minimum spend for the first order on the Wholesale Trade Account is $600.00 with a minimum of 3 units per product; 
3. Every order after the first order has a minimum spend of $300 on the Wholesale Trade Account.
4. They will not misuse, misrepresent or otherwise damage the Supplier’s Intellectual Property.
5. They will not hold themselves as agent, employee, or partner of the Supplier. 

1. The Stockist is taken to have accepted and is immediately bound by these terms and conditions if the Stockist places an order for Goods with a Wholesale Trade Account. 

1. The Stockist acknowledges that: 
1. the Supplier may sell Goods in bundles; and 
2. where those bundles are marked “not for individual resale”, the Stockist is not permitted to break apart a bundle and sell individual items separately (or in alternative groupings). 
3. if the Stockist sells items from a bundle individually, it will constitute a breach of these terms and conditions, and the Supplier may terminate in accordance with clause 14.1. 

1. At the Supplier’s sole discretion the Price shall be either:
1. as indicated on any invoice provided by the Supplier to the Stockist;
2. the Supplier’s quoted price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days; or
3. any price submitted to the Stockist after the date of the quoted price and which the Stockist is deemed to accept by accepting Delivery of the Goods. 
2. The Supplier reserves the right to change the Price if a variation to the Supplier’s quotation is requested, or the Goods are replaced with alternative Goods, or on 1 July each year.
3. Time for payment for the Goods being of the essence, the Price will be payable by the Stockist on the date/s determined by the Supplier, which may be:
1. the date specified on any invoice or other form as being the date for payment; 
2. by way of installments/progress payments in accordance with the Supplier ’s payment claim or schedule; or
3. if no date is specified on an invoice, the date which is thirty (30) days following the date of any invoice given to the Stockist by the Supplier. 
4. Unless otherwise stated, the Price does not include shipping or freight. The Supplier will advise of the costs of shipping and freight costs on the placing of an order for goods. 
5. Payment may be made by electronic/online banking, credit card or by any other method as agreed to between the Stockist and the Supplier.
6. Unless otherwise stated the price does not include GST. In addition to the price the stockist must pay to the Supplier an amount equal to any GST. The Supplier must pay for any supply by the Supplier under this or any other agreement for the sale of the Goods. The Stockist must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Stockist pays the Price. In addition, the Stockist must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

1. Delivery (“Delivery”) of the Goods is taken to occur at the time that the Supplier (or their nominated carrier) delivers the Goods to the Stockist.
2. The Supplier may deliver the Goods in separate installments. Each separate installment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
3. Any time or date given by the Supplier to the Stockist is an estimate only. The Stockist must still accept delivery of the Goods even if late and the Supplier will not be liable for any loss or damage incurred by the Stockist as a result of the delivery being late.

1. Notwithstanding that the risk in the Goods may have passed to the Stockist pursuant to these Terms and Conditions of Sale, title to any Goods will not pass to the Stockist until payment of the final invoice.
2. The Stockist irrevocably authorises the Supplier to enter the Stockist’s property for the purposes of seizing possession of, and removing, any Goods that the Supplier retains title to, and these Terms and Conditions of Sale is evidence of the Stockist’s authorisation of the Supplier to enter, seize possession, and remove.
3. For the purposes of this section of these Terms and Conditions, read with reference to the PPSA, the following terms are defined: 
1. These Terms and Conditions are a ‘Security Agreement’; 
2. the Supplier is the ‘Secured Party’; 
3. the Stockist is the ‘Grantor’; and 
4. The secured property is the ‘Collateral’.
4. The Customer acknowledges and agrees that: 
1. this is a Security Agreement for the purposes of the PPSA.
2. in the event that the Supplier provides the Stockist with Goods, and those Goods are not fully paid for by the Stockist, the provision of those Goods creates a ‘Security Interest’ within the meaning of section 12 of the PPSA.
3. To the extent that the Security Interest is created by way of Delivery of Goods that have not been paid for, those goods will be Collateral, and the Security Interest will be a ‘Purchase Money Security Interest’ (“PMSI”) within the meaning of section 14 of the PPSA.
4. The Supplier may register its Security Interest on the Personal Properties and Securities Register, and that the Stockist shall indemnify the Supplier for the costs of the registration.
5. The Stockist agree to act, and/or refrain from acting, in a manner so as to enable the Supplier to perfect its Security Interest.
6. The Stockist agree that they will not enter into any agreement or arrangement that may affect the Supplier’s Security Interest without the prior written consent of the Supplier.
7. The Stockist acknowledges and agrees that the Supplier will have the power to seize, retain or dispose of Collateral in which the Supplier has a Security Interest, in accordance with Chapter 4 of the PPSA, save that:
1. Section 95 does not apply to the extent that the Supplier is required to give notice of an accession; 
2. Section 130 does not apply to the extent that it requires the Supplier to give the Stockist notice of a disposal;
3. Section 157 does not apply to the extent that the Stockist has any right to a notice of a variation statement.
4. Sections 96, 125, 129, 132(3)(d), 132(4), 135, 142, and 143 do not apply;
8. In the event that any contracts are terminated by the Supplier, and/or moneys are due and payable as a result of the performance by the Supplier of its obligations under these Terms and Conditions of Sale, the Supplier may, by its servants or agents, deal with the Collateral in which it has a Security Interest in accordance with these Terms and Conditions of Sale.
9. The Supplier agrees to release the Collateral, whether a perfected Security Interest or not, within 14 days of receiving payment of all outstanding money due and payable to the Supplier. 
10. The Supplier may apply payments from the Stockist at its sole discretion, and for so long as a payment is outstanding, is not obliged to release any Collateral, whether as part of a perfected Security Interest or not. 

1. Intellectual Property
1. The Supplier will retain all rights in any intellectual property used in delivering the Goods or assessing a Stockist for delivery of Goods, including providing a quote. 

1. Default and Consequences of Default
1. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at the Supplier’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
2. If the Stockist owes the Supplier any money, the Stockist shall indemnify the Supplier from and against all costs and disbursements incurred by the Supplier in recovering the debt (including but not limited to internal administration fees, legal costs on a full solicitor-client indemnity basis, the Supplier’s contract default fees, and bank dishonor fees).
3. Without prejudice to any other remedies the Supplier may have, if at any time the Stockist is in breach of any obligation (including those relating to payment) under these terms and conditions, the Supplier may suspend or terminate the supply of Goods to the Stockist. the Supplier will not be liable to the Stockist for any loss or damage the Stockist suffers because the Supplier has exercised its rights under this clause.
4. Without prejudice to the Supplier’s other remedies at law, the Supplier shall be entitled to cancel all or any part of any order of the Stockist which remains unfulfilled and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable if:
1. any money payable to the Supplier becomes overdue, or in the Supplier’s opinion the Stockist will be unable to make a payment when it falls due; or
2. the Stockist becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
3. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Stockist or any asset of the Stockist.

1. Compliance with Laws
1. The parties shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable. 

1. Dispute Resolution 
1. If a dispute arises between the parties, then either party shall send to the other party a notice of dispute in writing adequately identifying and providing details of the dispute. Within fourteen (14) days after service of a notice of dispute, the parties shall confer at least once, to attempt to resolve the dispute. At any such conference each party shall be represented by a person having authority to agree to a resolution of the dispute. If the dispute cannot be so resolved either party may by further notice in writing delivered by hand or sent by certified mail to the other party refer such dispute to arbitration.  Any arbitration shall be:
1. referred to a single arbitrator to be nominated by the President of the Resolution Institute; and
2. conducted in accordance with the rules of the Resolution Institute as in place from time to time.
2. The unsuccessful party will be liable for the costs of the arbitration.
3. Any decision of an arbitrator will be binding, and will be registrable as a judgment in a Court of competent jurisdiction. 

1. The Stockist agrees that any Confidential Information received will not be disclosed to any other party unless disclosing to a Related Party, required by law, required to provide the Goods, or at the written agreement of the Supplier.
2. All Confidential Information and any copies of that information shall remain the property of the Supplier. 
3. The Stockist agrees that the Supplier may disclose the Stockist’s confidential information to the extent necessary to provide the Goods. 

1. Termination 
1. Either party may terminate a Wholesale Trade Account immediately by written notice if the other party has not rectified a material default of the parties’ agreement within 14 days of receiving written notice of the default, if the other party becomes insolvent or if a force majeure event prevents a party from performing its obligations for longer than 30 days. 
2. Either party may terminate a Wholesale Trade Account upon giving 30 day’s written notice to the other party. 
3. The Supplier may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Stockist. On giving such notice the Supplier shall repay to the Stockist any money paid by the Stockist for the Goods. The Supplier shall not be liable for any loss or damage whatsoever arising from such cancellation.
4. In the event that the Stockist cancels delivery of Goods or a Wholesale Trade Account, the Stockist shall be liable for any and all loss incurred (whether direct or indirect) by the Supplier as a direct result of the cancellation (including, but not limited to, any loss of profits).
5. If a Wholesale Trade Account is canceled, any amounts owing are due and owing within seven (7) days. 

1. General
1. The failure by the Supplier to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Supplier’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
2. These terms and conditions and any contract to which they apply shall be governed by the laws of the state of New South Wales in which the Supplier has its principal place of business, and are subject to the jurisdiction of the courts of New South Wales.  
3. The Supplier shall be under no liability whatsoever to the Stockist for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Stockist arising out of:
1. a breach by the Supplier of these terms and conditions.
2. Any damage or claim however so arising to the Stockist or a third parties’ goods or property while the Supplier delivers any Goods, (including by the Supplier’s officers, agents, contractors, or employees).
3. Alternatively, the Supplier’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods. 
4. The Stockist irrevocably authorises the Supplier to enter upon the Stockist’s premises and the Stockist accepts full responsibility from the moment of delivery. A signed declaration by the Supplier or its servants and agents as to delivery having been affected to unattended premises shall be accepted by the Stockist as conclusive proof of delivery. The Stockist indemnifies and holds harmless Stray Willow in relation to any claim whatever or however arising or in any way associated with delivery to or into the Stockist’s premises when unattended including any claim arising from personal injury, loss, theft or otherwise however arising and wherever suffered.
5. The Stockist shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Stockist by the Supplier nor to withhold payment of any invoice because part of that invoice is in dispute.
6. The Supplier may license or sub-contract all or any part of its rights and obligations without the Stockist’s consent.
7. The Stockist agrees that the Supplier may amend these terms and conditions at any time. If the Supplier makes a change to these terms and conditions, then that change will take effect from the date on which the Supplier notifies the Stockist of such change. The Stockist will be taken to have accepted such changes if the Stockist makes a further request for the Supplier to provide Goods to the Stockist. 
8. Neither party shall be liable for any default due to war, terrorism, strike, lock-out, industrial action, fire, flood, storm, or other event beyond the reasonable control of either party.
9. The Stockist warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.