All Products are sold and supplied by Bespoke Baby Pty Ltd trading as Bespoke Baby (ABN 99 607 924 283) (Bespoke Baby) on the following terms and conditions of trade
1. DEFINITIONS AND INTERPRETATION
In this Agreement, unless and except to the extent that the context otherwise indicates or requires:
Agreement means these terms and conditions of trade and including the Documents;
Business Day means a day which is not Saturday, Sunday, nor a public holiday in Sydney;
Credit Application means an application for a trading account with Bespoke Baby made by a Retailer;
Carrier means any third party that collects or takes delivery of any Products ordered by the Retailer for the purposes of carrying, transporting and/or delivering them to the Retailer;
Credit Account Retailer means a Retailer approved by Bespoke Baby to purchase Products on account pursuant to clause 6 of this Agreement and where the context permits the term “Retailer and Credit Account Retailer” shall be interchangeable;
Documents means any completed documents provided to the Retailer, including an Order (in printable or electronic form) and a Credit Application which form part of this Agreement;
GST means the tax imposed by the A New Tax System (Goods & Services) Act 1999 (Cth) and related legislation.
Intellectual Property means all rights resulting from intellectual activity whether capable of protection by statute, common law, or in equity and including copyright discoveries inventions patent rights, registered and unregistered trademarks, design rights and all rights and interests of a like nature including but not limited to methods and techniques, together with any documentation relating to such rights and interests;
Order means an order in writing (whether through the Website or otherwise) placed by a Retailer with Bespoke Baby for the supply of Products;
Personal Information has the meaning as defined under the Privacy Act (Cth);
Products means all products to be supplied by Bespoke Baby to the Retailer pursuant to this Agreement;
Price means the landed price payable by the Retailer to Bespoke Baby in accordance with clause 3;
Retailer means the person named in the Documents as the person to whom Bespoke Baby has agreed to supply the Products to
Website means www.bespokebaby.com.a
2. Acceptance and Commencement
- 2.1 The Retailer acknowledges and agrees that acceptance to be bound by this Agreement is constituted by the Retailer;
- a) Signing any Documents;
- b) Signing this Agreement;
- c) Submitting a Credit Application; or
- d) Submitting an Order to Bespoke Baby for the supply of Products
- 2.2 This Agreement commences on the earlier of the date on which one of the events in clause 2.1(a) occurs.
3. Price and Orders
- 3.1 The Retailer may submit an Order to Bespoke Baby:
- a) through the wholesale section of the Website;
- b) by completing and delivering an order form; or
- c) otherwise in writing with the consent of Bespoke Baby.
- 3.2 Bespoke Baby agrees to provide the Products in minimum wholesale quantities to the Retailer in exchange for the Price and for the purposes of the Retailer re-selling the Products on a retail basis to its customers.
- 3.3 GST and other taxes and duties that may be applicable shall be added to the Price unless expressly included otherwise.
- 3.4 Delivery and freight charges will be applied in addition to the Price, unless expressly included otherwise.
4. Payment Terms– Credit Account Retailers
- 4.1 The Retailer and Bespoke Baby acknowledge and agree that:
- a) the Retailer may submit a Credit Application to Bespoke Baby in order to establish a trading account with Bespoke Baby;
- b) if the Retailer is approved for a trading account, the Retailer is deemed to be a ‘Credit Account Retailer’ for the purposes of this clause 4; and
- c) it is at the sole discretion of Bespoke Baby to approve a Credit Application by a Retailer and such approval can be withdrawn at any time and without reason.
- 4.2 Bespoke Baby will issue invoices for the Products ordered by the Credit Account Retailer and the invoiced amount must be paid by the Credit Account Retailer in accordance with the trading terms provided in the Credit Application and if no terms are provided for then 14 days after the invoice date.
- 4.3 The parties agree that Bespoke Baby shall be entitled, at any time, to change the terms of invoicing and time for payment of invoices by the Credit Account Retailer by giving notice in writing to the Credit Account Retailer.
- 4.4 If the Credit Account Retailer fails to pay the full amount of any invoice or any other amount due under this Agreement by the due date, Bespoke Baby reserves the right, in addition to its rights at common law or otherwise, to apply to a debt collection agency to assist with the recovery of the amount.
- 4.5 The Credit Account Retailer agrees to pay any cost, expenses or disbursements incurred by Bespoke Baby in recovering any outstanding amounts, including debt collection agency fees or solicitor fees.
5. Payment Terms – Non Credit Account Retailers
- 5.1 The Retailer acknowledges and agrees that unless it is an approved Credit Account Retailer pursuant to clause 4, the amount payable for the Products is due in full upon submission of an Order to Bespoke Baby.
- 5.2 Bespoke Baby may issue invoices to the Retailer upon receipt of an Order.
- 5.3 The Retailer acknowledges and agrees that once an Order is submitted in writing it is binding and any changes to the Order can only be made with the consent of Bespoke Baby.
- 6.1 The Retailer acknowledges and agrees that Bespoke Baby will use the Carrier to deliver the Products.
- 6.2 The Retailers acknowledges and agrees that:
- a) Bespoke Baby cannot guarantee that delivery will occur in the stated delivery time frames;
- b) delivery time frames may change from time to time due to unforeseen circumstances; and
- c) except where required by applicable law, Bespoke Baby is not liable with respect to any loss, damage, cost, expense or injury you or any third party suffers as a result of a change in delivery times or a delay in delivery.
7. Risk and Retention of Title
- 7.1 Risk in the Products shall pass from Bespoke Baby to the Retailer at the point the Products are either delivered to or collected by any Carrier for delivery to the Retailer or upon delivery to the Retailer whichever is the earlier.
- 7.2 The Products supplied by Bespoke Baby to the Retailer will remain the property of Bespoke Baby until they have been paid for by the Retailer.
- 7.3 The Retailer will cooperate with Bespoke Baby to enable Bespoke Baby to register, under the Personal Property Securities Act 2009 (Cth), the interests of Bespoke Baby in the Products under the provisions of this Agreement.
- 7.4 The Retailer must not grant any security interest over the Products while they remain the property of Bespoke Baby.
8. Intellectual Property
- 8.1 All of the Intellectual Property is owned by Bespoke Baby.
- 8.2 The Retailer shall not acquire any proprietary rights in respect of the Intellectual Property under this Agreement.
- 8.3 The Retailer agrees that it will not make any use of any of the Intellectual Property without the prior written consent of Bespoke Baby.
9. Recommended Retail Prices
- 9.1 Bespoke Baby may from time to time provide the Retailer with recommended retail prices for the Products.
- 9.2 The Retailer and Bespoke Baby acknowledge and agree that nothing in this Agreement imports an obligation upon the Retailer to comply with the recommendations of Bespoke Baby
- 9.3 The prices at which the Retailer sells, offers for sale or advertises the Products is decided exclusively by the Retailer.
- 10.1 Bespoke Baby is not obliged to accept return of any Products ordered by the Retailer. Upon delivery of any Products to the Retailer the Retailer shall be responsible for their safekeeping and no Products shall be returned to Bespoke Baby, except if agreed to by Bespoke Baby at its sole discretion.
- 10.2 Where the law implies in this Agreement any term, condition or warranty, the liability of Bespoke Baby for any breach of such term, condition or warranty shall be limited, at the option of Bespoke Baby, to:
- a) refunding the price of the Product; or
- b) replacing the Product.
- 11.1 The Retailer acknowledges and agrees that Bespoke Baby will collect and keep Personal Information for the purposes of processing an Order
- 11.2 The Retailer represents and warrants to Bespoke Baby that all information (including Personal Information) and data provided to Bespoke Baby is true, accurate, complete and up to date.
- 11.3 Bespoke Baby will not have to make further enquiries into Personal Information provided by the Retailer at the time of placing an Order.
- 12.1 Bespoke Baby reserves the right to review this Agreement at any time. If, following such review, there is to be any change to this Agreement, then that change will take effect from the date on which Bespoke Baby notifies the Retailer of such change. The Retailer’s acceptance of any amendments to this Agreement will be evidenced by the Retailer’s acknowledgement in writing or by the Retailer submitting a further Order to Bespoke Baby after receiving notification of the amendments.
- 12.2 Bespoke Baby may, in its own absolute discretion, terminate the approval of a Retailer or the approval of a Credit Account Retailer at any time upon notice to the other party without cause and without having to provide a reason.
- 12.3 Notices will be deemed to be delivered when they are sent by email to the email address of the Retailer provided to Bespoke Baby.
- 12.4 If it is held by a Court of competent jurisdiction that: If it is held by a court of competent jurisdiction that:
- a) any part of this Agreement is void, voidable, illegal or unenforceable; or
- b) this Agreement would be void, voidable, illegal or unenforceable unless any part of this Agreement was severed from this Agreement;
that part shall be severed from and shall not affect the continued operation of the rest of this Agreement.
- 12.5 This Agreement shall be governed by the laws of the Northern Territory of Australia.