ASTER AND OAK PTY LTD WHOLESALE TERMS & CONDITIONS

AS AT 20 JUNE 2016

Thank you for your interest in stocking Aster & Oak products in your store.  Our journey so far has been an amazing one and we are so grateful and excited that you have decided to join our wholesale team.  We look forward to working with you!

As a wholesale customer, you agree to be bound by these Wholesale Terms & Conditions.

  1. Definitions

we, us and our means Aster & Oak Pty Ltd ACN: 636 228 727 trading as Aster & Oak and Aster & Oak organic.

you, your, retailer, reseller and stockist refers to you as the wholesale purchaser of the products and, where you have registered an account with us, the account holder.

this Agreement refers to these Wholesale Terms & Conditions.

Website refers to asterandoak.com.au.

RRP means the Recommended Retail Price for which we recommend our products are advertised, offered for sale, or sold by a reseller (see clause 6.2).

season means a fashion season running January to June or July to December.

  1. Entire agreement

2.1         Your order, together with this Agreement, our Website Terms and Conditions and our Privacy Policy, constitutes the entire agreement between you and us for the supply of our products to you on a wholesale (non-retail) basis.  No other terms and conditions will apply.

2.2         Our terms and conditions applying to any retail supply by us to you will be governed by our Terms and Conditions of Sale.

  1. Variation

3.1         Nothing in this Agreement may be amended or varied by you without our consent in writing.

3.2         We reserve the right to amend or update this Agreement at any time without notice to you.  It is your responsibility to ensure you have read the latest version of this Agreement on our website before making a purchase from us.

  1. General disclaimer

4.1         We endeavour to ensure that the content on this website is accurate, including pricing, specifications, product information and availability.  We will use reasonable efforts to ensure that there are no typographical errors and that product information is up to date, however pricing, specifications, product information and availability are subject to change without notice. Pricing and availability are not confirmed until validated at the time your order is placed.

4.2         From time to time some items during the season may be out of stock or unavailable and therefore we may not be able to fulfil part or all of your order.  If this occurs, we will use reasonable endeavours to contact you as soon as possible.  We will not be liable for any loss suffered by you or any third party resulting from a delay in processing any refund.

4.3         Aster & Oak will not accept liability for loss caused by any circumstance or thing beyond our reasonable control.

4.4         Any item sold by us as organic means that the item complies with the Global Organic Textile Standard. Any information provided by us in relation to organic materials or benefits is for information purposes only.

  1. Applying for a wholesale account

5.1         A retailer wishing to become an approved Aster & Oak stockist must apply for approval by submitting a Wholesale Application Form.

5.2         The decision of whether or not to approve a retailer as an Aster & Oak wholesaler will be made in our absolute discretion.  We reserve the right to reject your application without having to provide any reason to you. We will not be liable to you for any decision by us to do so.

5.3         We may decide to grant approval subject to certain conditions, in which case the approval will only become effective upon written acceptance of the conditions by the retailer.

5.4         As a general rule, we will not approve resale through any outlet in a geographic area where we consider Aster & Oak is already adequately represented.

  1. Pricing

6.1         We will release a Look Book and order form approximately 6 months prior to the release of each new season.

6.2         The Look Book and order form will set out the RRP for our products.  There is no obligation for a reseller to comply with the RRP, however you acknowledge that the RRP is recommended by us to protect the brand, value and reputation of our name and products. To that end you must not engage in loss-leader sales, being the purchase of products with the intention of selling the products below the price you have paid to us (other than for genuine clearance purposes). If you do engage in loss-leader sales, then we may suspend the supply of all future products to you.

6.3         Although a reseller may set the resale price of our products at their own discretion, we request that you do not reduce the prices below RRP or place the items on sale within the first month of release of a new collection.

6.4         The RRP and the products described in the Look Book may be changed by us at our sole discretion at any time by not less than 14 days’ notice to you and the amended RRP shall apply to all resale of our products from that time.

6.5         All prices are listed in AUD unless a different currency is chosen by you. Currency conversions displayed on our website are an estimate only. The final price in your selected currency will be confirmed when the order is placed and your payment is processed.  You accept any price difference based on the then current exchange rate applied at the time your payment is processed. You accept the method we use to calculate the exchange rate as being conclusive and correct.

6.6         All prices within Australia include 10% GST.

6.7         Gift cards, vouchers and discount codes are not valid for wholesale orders and can only be used by retail customers.

6.8         Any products discounted by us on a retail basis such as sale items, mystery bags or outlet items cannot be purchased on a wholesale basis or otherwise for resale.

6.9         Title in the products remains with us until payment has been received in full.

  1. Orders, Accounts and Payment Timing

7.1         Orders may be placed through one of our agents in Australia, New Zealand and Europe.  For resellers located outside those areas, orders may be placed by email directly or through our website wholesale portal.

7.2         (a)          The minimum ordering requirements to retain your status as a stockist are as follows:

               (i)           The minimum opening order for each season is $1,500 AUD.  Subsequent orders for the same season must be a minimum of $500 AUD.

               (ii)          At least one minimum opening order must be placed within 4 weeks of the release of a season’s Look Book and order form.

               (b)          If you do not comply with the minimum requirements set out in clause 7.2(a) for any season, then:-

               (i)        we reserve the right to cancel or suspend your wholesale account and/or any order placed;

(ii)       you may be required to re‑apply for a wholesale account before placing any further orders; and

(iii)      we may sell to another retail outlet in your area and you may lose your exclusive territory rights.

7.3         All orders are by way of indent, and:-

(a)          to ensure availability; seasonal orders should be placed before the specified cut-off date of indent season;

(b)          any cancellations or changes to an order must be submitted to us in writing within 7 days of the order being placed; and

(c)          the order will become a binding contract 7 days from the date the order is placed, and will be sent to the manufacturer on that basis.

7.4         If you do not comply with the requirements in clause 7.3(b), then we may refuse any cancellations or changes. If, notwithstanding your failure to comply, we do agree to make a requested cancellation or change to an order, then you will be charged an administration fee equivalent to 30% of the original total order value on account of our administration costs for processing your request.

7.5         Once the stock has arrived in our warehouse, we will issue you with an invoice.  Payment must be received by us in full within 14 days of the invoice being issued or within such other period of time as advised by us in writing.

7.6         If you do not comply with the requirements in clause 7.5 then your order will be cancelled, the items will be placed in our inventory and you will be charged a fee equivalent to 30% of the total order value on account of our administration costs.

7.7         We reserve the right to reject or cancel an order or terminate or suspend an account at any time and without having to provide any reason to you. We will not be liable to you for any decision by us to do so.

7.8         We will not accept any orders if you have an outstanding account or unpaid order.

  1. Payment Methods

8.1         Payment may be made via Direct Deposit, Credit Card, PayPal or Westpac PayWay.

8.2         We do not offer credit terms unless an existing arrangement is in place.

8.3         We reserve the right to set off and deduct any monies owed by you to us against any monies owed by us to you.

  1. Shipping and Delivery

9.1         Payment is required in full before any order will be dispatched.

9.2         All orders are shipped via Australia Post or courier. Shipping costs are not included in the price and will be added at checkout.  Free shipping deals are not available for wholesale orders.

9.3         Items will usually be dispatched within 2 business days after full payment has cleared.  We will notify you by email of any anticipated delay as soon as possible after we are made aware of the delay.

9.4         Shipping times will vary depending on your location and the type of delivery.

9.5         Risk in the products passes to you upon dispatch (i.e. upon the order leaving our warehouse).  We are not liable if an order is delayed, damaged or lost in transit.

9.6         We are not responsible if you provide the incorrect contact details or delivery address at checkout or if your delivery is taken without authority from the address to which it was delivered. If an order is returned to us undelivered, we will refund your payment less any shipping costs.

9.7         We are not responsible for any shipping losses or delays resulting from the acts or omissions of third-party postal or courier services, or any other matter outside of our control including any epidemics, lock-downs, strikes, wars, Acts of God, theft or otherwise.

9.8         Import taxes and duties related to international shipping are your responsibility and we will not be held liable for any delays which occur as a result of customs processing on international orders.

  1. Resale

10.1       All items purchased must be offered for resale by you to the general public using your store or your website.

10.2       Items must not be resold via third party websites or locations (including but not limited to eBay, Etsy, Facebook, Gumtree, Ozsale and Amazon).

10.3       We are not a drop shipping supplier and our products must not be drop shipped.  All items must be ordered and paid for prior to advertising and selling them in your retail store.

10.4       All “bricks and mortar” retail stores must ensure that our products are displayed, promoted and sold in accordance with our guidelines (e.g. all garments must be steamed as per tag instructions before being put on display in store).

10.5       We will provide you with access to our dropbox of content for use on your website and social media.  Content includes flat-lays and lifestyle images, as well as social media content. You are only permitted to use the content for the purposes of marketing the products for sale by you and your use is subject to clause 11.3.

  1. Copyright

11.1       All intellectual property including but not limited to our designs, patterns, cuts, materials, fabrics, methods, images and products belongs to us at all times.

11.2       Without limiting the generality of the foregoing, all images, artworks, photographs, logos and products are © Copyright Aster & Oak Pty Ltd.  All rights reserved.  No form of reproduction or manipulation in whole or in part is authorised unless accompanied by a written licence issued by Aster & Oak Pty Ltd. For information regarding commercial or personal use, please contact us.

11.3       Unless a written licence agreement provides to the contrary, you have no right or licence to use any of our intellectual property other than for the express purpose for which same was provided to you.  We do not offer any terms of exclusivity and we may reproduce or re‑use any images or artworks in the future.

  1. Colours and Sizing

12.1       Different computer screens and monitors may affect how colours are displayed and we are not able to guarantee the accuracy of any colours displayed on our website. Any variation in colour between that displayed on your device and the physical product will not be grounds to request a refund or exchange and will not render an item as not matching its sample.

12.2       Our size charts are a guide only. Sizing throughout our range varies depending on styles and cuts. For further information on sizing please refer to our Sizing Guide, noting particularly that our clothing is designed for growth.

  1. Warranties, Refunds and Returns

13.1      The only warranties that apply to our products are those provided under the Australian Consumer Law.

13.2       Except to the extent required by the Australian Consumer Law , we do not offer refunds. To be clear, we do not offer refunds on any items that have not sold by the end of the season, or for poor sell through or non-performance, or where you have purchased the wrong size or changed your mind.  A refund will only be offered where a product is found to be defective.

13.3       We do not accept returns except in accordance with this clause 13.

13.4      If you claim that an item is defective, the following procedure must be followed:

(a)          A photo of the defective item, clearly showing the fault, must be submitted to us within 14 days of receipt of the item by you.

(b)          We will assess your claim by reference to the supplied photo and, if the claim is accepted by us, then we will provide you with any one of the following at our sole discretion:

(i)        a replacement product; or

(ii)       repayment of the full price paid by you for the item (ie. the price you paid for it excluding any shipping); or

(iii)      an account credit to the same value of the item paid (ie. the price you paid for it excluding any shipping).  Please note, account credits must be used within 12 months of issue.

(c)          Unless we have requested that the defective item be returned to us, you must destroy the defective item once we have processed your claim.

(d)          If we request that the defective item be returned to us, then the defective item must be posted (at our cost) to our warehouse at the following address:

Aster & Oak Returns
PO Box 282
AUSTRALIND  WA  6233
Australia

13.5       In the case of customer returns, it is recommended that stockists follow the procedure in clause 13.4 before agreeing to provide a refund to the customer.

  1. Liability

SUBJECT TO CLAUSE 15, IF WE ARE HELD TO BE LIABLE TO YOU, OUR MAXIMUM LIABILITY TO YOU SHALL BE A REFUND OF MONIES PAID BY YOU TO US FOR THE ITEM THE SUBJECT OF THE LIABILITY (EXCLUDING SHIPPING) OR A REPLACEMENT OF THE ITEM.  IN NO CIRCUMSTANCES WILL WE BE LIABLE TO YOU FOR INDIRECT OR CONSEQUENTIAL LOSSES WHATSOEVER OR HOWSOEVER ARISING.

  1. Australian Consumer Law Notice

Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

  1. Provisions Relating to Customers in the United States of America

SOME JURISDICTIONS IN THE UNITED STATES OF AMERICA DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES.  IF, NOTWITHSTANDING CLAUSE 14, A COURT IN THE UNITED STATES OF AMERICA HOLDS THAT THE LAW OF SUCH JURISDICTION IS TO APPLY TO ANY PRODUCTS SUPPLIED TO YOU, THEN THE LIABILITY OF US IN SUCH JURISDICTION SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THAT JURISDICTION.

  1. General Provisions

17.1       Proper Law and Jurisdiction

This Agreement is governed by and construed under the laws of the State of Western Australia.  Any legal action in relation to this Agreement may only be brought in any court of competent jurisdiction in the State of Western Australia.

17.2       Severability

Any provision of this Agreement which is invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of this Agreement or the validity of that provision in any other jurisdiction.  If any term or condition in this Agreement (or its application to any person or circumstance) is invalid or unenforceable, the remaining terms and conditions are not affected and each term and condition of this Agreement is valid and enforceable to the fullest extent permitted by law.

17.3       Waiver

The failure by Aster & Oak to enforce any term or condition of this Agreement shall not be treated as a waiver of that term or condition, nor shall it affect the rights of Aster & Oak to subsequently enforce that term or condition.

  1. Promotion

We have built up a lovely group of followers and would love to send them your way to purchase our products.  Once you have our products in your store, let us know or send through a photo and we will do a “shout-out” on our social media or feature you on our blog.  We will also link to your website from our “Stockists” page.  Tag us in stories and posts on Instagram and we will share with our followers.  We would also love to be tagged in any photos you upload on social media that include our products:

Instagram: #asterandoak   @aster_and_oak

Facebook: Aster & Oak

  1. Contact us

Please email us at wholesale@asterandoak.com.au if you have any questions.