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Wholesale Terms & Conditions

 1. INTRODUCTION

These wholesale terms and conditions (Wholesale Terms and Conditions) apply to every contract of sale between Alfaberry Group Pty Ltd [ACN: 613 507 010], trading as Alfaberry and a retailer approved by Alfaberry to resell its products through its retail outlet.

1.1 Alfaberry is a childrenswear brand selling its own label brand clothing and accessory products in Australia and Internationally through its own retail store and website alfaberry.com.au and through approved retail outlets within Australia and Internationally.

1.2 By requesting Alfaberry to supply products to an Approved Retailer, the Approved Retailer acknowledges and agrees (or is deemed to acknowledge and agree) to these Wholesale Terms and Condition

1.3 No other terms, agreements or contracts with another party such an agent or representative govern the relationship between Alfaberry and an Approved Retailer.

 

2. APPROVED RETAILERS

2.1 Alfaberry sells only to Approved Retailers for resale through their respective approved retail outlets.

2.2 Approval is required from Alfaberry for each individual outlet operated by a retailer. Approval is required for each individual outlet in the name and trading address of the retail outlet even if the retailer operates multiple retail outlets. An online store is considered a separate retail outlet for the purposes of this agreement.

2.3 Alfaberry may decide, in its own absolute discretion, whether to approve or not to approve, an applicant.  Alfaberry may decide to grant an approval subject to conditions in which case the approval will only become effective if the applicant agrees to all conditions in writing.

 

3. APPROVED RETAIL OUTLETS

3.1 An Approved Retailer is only authorised to resell Alfaberry products through its approved retail outlet. If an Approved Retailer wishes to resell Alfaberry products through any different or additional outlet, including an online store, in addition to its approved retail outlet, then the Approved Retailer must complete a new Wholesale Application Form in the name of the other retail outlet, as individual approvals are required for each individual outlet.

3.2 As a general rule Alfaberry will not approve resale through an outlet in a geographic location it considers Alfaberry is already adequately represented.

3.3 A retailer will only be approved by Alfaberry if it is satisfied that the retailer will ensure that at all times Alfaberry’s products are displayed, promoted and sold in accordance with Alfaberry’s standards for approved retail store outlets, set out at section 4 below.

3.4 Alfaberry has two seasons per year, Spring Summer (shown in February) and Autumn Winter (shown in August). Alfaberry also has an essential range all year round (non seasonal) and new styles and or colours will be added from time to time at Alfaberry’sabsolute discretion.

3.5 If an Approved Retailer does not place a seasonal order for the minimum amount required under these Wholesale Terms and Conditions for any season, Alfaberry may terminate their approval and risk having to reapply for approval as an Alfaberry retailer before ordering for any subsequent season.

3.6 If an Approved Retailer operates two (2) or more approved outlets and does not place a seasonal order for the minimum amount required under these Wholesale Terms and Conditions for one or more of those outlets for any season, Alfaberry may terminate their approval and the outlet or outlets and risk having to reapply for approval as a Alfaberryretailer before ordering for any subsequent season.

 

4. CONTRACT OF SALE; MINIMUM ORDER REQUIREMENTS

4.1 A contract of sale exists between Alfaberry and an Approved Retailer, for the supply of products only once Alfaberry has accepted the order in writing and the Approved Retailer has paid Alfaberry its deposit referred to in section 5 below.

4.2 Once an order has been placed , Alfaberry will send the Approved Retailer an email notifying them that Alfaberry has accepted its order and will issue an invoice to the Approved Retailer for the order deposit. The email will include a copy of the Approved Retailer’s order which either confirms the order or notifies the Approved Retailer of any changes which have been applied.

4.3 By placing an order with Alfaberry the Approved Retailer agrees to accept and be bound by Alfaberry policies detailed on its Website and contained in the Wholesale Terms and Conditions current at the time of placing the order.

4.4 Alfaberry does not accept credit accounts.

4.5 For each season Alfaberry will publish a seasonal clothing look book and wholesale price list with an order form.

4.6 Orders must be placed within the timeframe specified in the season’s look book and order form, as determined by Alfaberry.

4.7 Orders that are submitted after the designated timeframe will only be approved at Alfaberry’s absolute discretion.

4.8 Orders that do not comply with the minimum quantity requirements or do not comply for any other reason will only be accepted at Alfaberry’s absolute discretion.

4.9 Alfaberry is not obliged to accept any order, whether it complies with minimum ordering requirements or not.

4.10 For the first order an Approved Retailer places for products in a seasonal clothing catalogue or price list published by Alfaberry, the minimum order spend is $1,000.00 excluding GST.

4.11 For top up orders during the same season after a seasonal order, the minimum order spend is $500.00 excluding GST.

4.12 International Approved Retailers are not required to pay GST.

4.13 All Approved Retailers are responsible for delivery charges, this will be allocated at the time of the order being processed for despatch. International Approved Retailers are able to use their own shipping account to book shipments once they are ready to be shipped, occasionally if Alfaberry is arranging International Delivery the Approved Retailer may need to be invoiced for additional costs if shipping charges exceed the estimated amount. We will always try to use the most economical means to ship your items.

 

5. PAYMENT + DEPOSITS

5.1 Alfaberry has committed to paying its manufacturers for products at the time of placing our manufacturing order and on shipment of the goods to from the manufacturer. To create and maintain a seamless production timeline Alfaberryrequires the Approved Retailer to adhere strictly to its payment terms and conditions set out in this section, each of which is an essential term of the contract between the Approved Retailer and 

 5.2 All new Approved Retailers are required to pay a 20% deposit on the full purchase price of the products ordered (excluding GST and delivery charges) at time of their first order.

5.3 The Approved Retailer has the option to pay via credit card (Visa or MasterCard), Paypal, bank transfer via a Buy Now Pay Later arrangement such as Afterpay. If bank transfer is selected Alfaberry will not process the order until cleared funds are available in Alfaberry’s bank account. If a Buy Now Pay Later arrangement is elected by the Approved Retailer, the Approved Retailer is required to pay for additional transaction fees. Afterpay is currently 6% of total purchase value, and this will be adjusted as the fees are changed.

5.4 Once stock has arrived at Alfaberry’swarehouse Alfaberry will contact the Approved Retailer and issue an invoice for the remaining balance of the payment price of the products, GST and delivery charges. Alfaberry WILL NOT SHIP AN ORDER UNTIL THE INVOICE FOR THE REMAINING BALANCE OF THE PAYMENT PRICE IS PAID IN FULL. 

5.5 The Approved Retailer has the option to pay via credit card (Visa or MasterCard), Paypal or bank transfer. If bank transfer is selected Alfaberrywill not process the order until cleared funds are available in Alfaberry’s bank account.

5.6 Alfaberry endeavours to deliver products ordered by Approved Retailers as fast as possible however Approved Retailers should allow 3-5 days at a minimum, for orders to be picked, packed and prepared for dispatch after payment of the outstanding balance owed by the Approved Retailer is received by Alfaberry . Alfaberry will then notify the Approved Retailer of the delivery tracking details.

5.7 Alfaberry picks, packs and prepares all orders on a first paid first shipped basis.

5.8 Alfaberry shall retain and set aside products ordered by an Approved Retailer for 21 days only after the Approved Retailer has been notified that their stock is ready to ship. If an Approved Retailer fails to pay the outstanding balance of their order Alfaberry may in its absolute discretion, retain all or any part of the deposit paid by the Approved Retailer and may retain all or any part of the products ordered. In this situation, Alfaberrymay terminate its approval and the retailer must complete a new Wholesale Application Form if they then wish to place future orders with Alfaberry for another season.

6. STANDARDS FOR APPROVED RETAILERS

6.1 Alfaberry products must be displayed in accordance with our standards.

6.2 Alfaberry products must be well presented and displayed in a prominent position in the store. All garments must be steamed, in particular woven cotton styles, prior to being put on display.

6.3 Staff must be familiar with the Alfaberry brand and be able to describe its qualities confidently and appropriately.

 

7. USE OF ALFABERRY’S IMAGES

7.1 Each seasonAlfaberry shall provide Flatlay and campaign images with specific release dates to the Approved Retailer.  Images may be used for all full priced garments and also later in the season for sale garments.

7.2 Alfaberry’s images, photographs, logos and all other material created by Alfaberry are the subject of copyright. They must not be used, reproduced or disseminated without the prior express approval of Alfaberry and then only in accordance with the terms of such approval.

7.3 Unless Alfaberry specifies otherwise, an approval remains current for the season in which they are issued.

7.4 All photos posted on the Alfaberry’s Instagram account may be screenshot and reposted by the Approved Retailer on the condition that Alfaberry is tagged in the photo and specifically mentioned in the comment. Where a photo is provided by an Approved Retailer via their Instagram page, all effort must be made to credit the original photographer.

 

8. RECOMMENDED RETAIL PRICES; SALE EXCLUSIONS AND LAUNCHES

8.1 Alfaberry will usually issue recommended retail prices for its products. These are recommendations only and there is no obligation upon an Approved Retailer to comply with the recommendations.

8.2 The prices at which an Approved Retailer sells, offers for sale or advertises Alfaberry products is entirely a matter for the Approved Retailer.

8.3 The Approved Retailer acknowledges that new season launches will take place at a time and date determined and notified by Alfaberry

8.4 Alfaberrymay agree to do a repost or ‘shout out’ on both our Instagram and Facebook pages for any Approved Retailer during the season. An Approved Retailer should contact Alfaberry via email to arrange this either before or during the season if there is something in particular an Approved Retailer wishes Alfaberry to focus on.

8.5 Whilst being mindful of retail stores sale periods Alfaberryreserves the right to decide, in its absolute discretion, to place any or all of its products on sale, collaborate with influencers or run % off campaigns at any given time from its own stock, but no earlier than thirty (30) days after the season launch.

8.6 Approved Retailers may only sell Alfaberry products in their actual possession, following their order being checked on the delivery from 

 

9. CANCELATION

9. 1 An order placed by an Approved Retailer is binding on the Approved Retailer once it is accepted by Alfaberry in writing and the deposit is paid by the Approved Retailer.

9. 2 An Approved Retailer may change or cancel an order no later than 7 days after the date of placing the order. The Approved Retailer must notify Alfaberryin writing of its intention to change or cancel its order.

9.3 If an approved order is cancelled within this time period, Alfaberrywill return the Approved Retailer’s deposit in full within 7 days. If an order is changed, Alfaberry may require, in its absolute discretion, the Approved Retailer increase its deposit so that it meets the deposit requirements contained in section 5 above. If an order is changed to reduce the number of products, Alfaberry will not adjust the deposit already received, however the remaining balance due will be decreased accordingly.

9.4 If an Approved Retailer wishes to change an order after the time specified in clause 9.2 Alfaberry may in its absolute discretion, charge the Approved Retailer a fee of 5% of the order value (excluding GST), to cover Alfaberry’s administration costs. This fee will be added to the outstanding balance to be invoiced and payable by the Approved Retailer at the time of shipment and delivery of the order.

9.5 If an Approved Retailer wishes to cancel an order after the time specified in clause 9(2) above, Alfaberrymay in its absolute discretion, retain all or any part of the deposit paid by the Approved Retailer.

9.6 Alfaberry may in its absolute discretion, decide to cease wholesaling all or part of its product range at any time, without cause and without having to provide any reason. In such circumstances, an Approved Retailer’s order shall be deemed to be cancelled when Alfaberry notifies an Approved Retailer in writing. Any deposit paid to Alfaberry will be returned to the Approved Retailer.

9.7 In addition to any additional rights Alfaberry may have at law, Alfaberry is not obliged to supply goods in relation to any contract of sale and may cancel any contract at any time if:

9.8 an Approved Retailer is in breach of any term of these Wholesale Terms and Conditions;

9.9 an Approved Retailer has provided any false or misleading information to Alfaberry including information contained in the Wholesale Application Form or correspondence;

9.10 being an individual, the Approved Retailer is made bankrupt; and/or being a company, the Approved Retailer is placed in liquidation or receivership, and Alfaberry may in its absolute discretion, retain all or any part of the deposit paid by the Approved Retailer;

9.11 Alfaberry ceases wholesaling all or part of its product range.

 

10. DELIVERY

10. 1 For orders within Australia:  unless otherwise agreed in writing, Alfaberry shall arrange delivery of the Goods to the Approved Retailer and the Approved Retailer will be responsible for the costs associated with delivery. While the delivery service utilized by Alfaberry may include insurance for the Goods during transit, Alfaberry makes no representations and gives no warranties in respect to such insurance and the Approved Retailer will be responsible for obtaining any specific insurance that may be required in respect of the Goods during transit. Risk in respect of the Goods shall pass to you when the Goods are delivered to the carrier.

10. 2 For international orders:  the purchase price shall be Ex GST and unless otherwise agreed in writing the Approved Retailer shall be responsible for the cost of and in certain circumstances for arranging transportation of the Goods from the premises of Alfaberry or other named place of delivery. Risk in respect of the Goods shall pass to the Approved Retailer when the Goods are made available at the place of delivery. The Approved Retailer is responsible for obtaining insurance in respect to the Goods from the time they are made available at the place of delivery.

10. 3 All export and import documentation, licences, duties, taxes or other obligations or costs relating to the delivery of International orders shall be the responsibility of the Approved Retailer.

10.4 Alfaberry uses its best endeavours to supply the entirety of an order in one shipment. Occasionally there will be unforeseen manufacturing delays with certain styles or items, in which case Alfaberry reserves the right to deliver orders to Approved Retailers in multiple shipments. The Approved Retailer remains responsible for delivery charges, notwithstanding orders may be delivered in multiple shipments. Approved Retailers will be notified by Alfaberry as soon as it is known that there will be items delayed.

10. 5 Alfaberry will generally use Sendle or Express Australia Post to obtain the best rate for large interstate and international orders.

10. 6 Alfaberry ships from Sydney, New South Wales and delivery to domestic locations will take between 3- 5 working days. International Orders may take between 7-10 days.

10. 7 Alfaberry shall not be liable for any loss or damage the Approved Retailer may suffer as a result of non-delivery or late delivery of any order for any reason whatsoever, including negligence on the part of Alfaberry its agents or contractors.

10.8 Alfaberry uses its best endeavours to supply exactly what has been ordered. If however, an order is delivered incorrectly, an Approved Retailer should contact  Alfaberry may at its discretion, either supply missing items, replace incorrect items or give a refund, provided that, in the case of incorrect items, the Approved Retailer makes them available for collection by Alfaberry. For this reason we ask Approved Retailers to double check their stock upon arrival to ensure any mistakes are picked up immediately and rectified as quickly as possible.

10.9 Alfaberry uses its best endeavours to produce products exactly as per samples which have been shown in the seasonal look books. However, from time to time the colour, design or pattern of a product may be modified in production. Such changes are usually made by Alfaberry’s manufacturers, contractors or suppliers and are out of Alfaberry’s control. In this instance Alfaberry will notify Approved Retailers of any changes to a product, however Alfaberry shall not be liable for any loss or damage incurred by an Approved Retailer as a result of such modifications.

10.10 If an Approved Retailer is unhappy with any production modifications to a product Alfaberry will accept a return of the item(s) and either refund the wholesale price paid or offer a credit or replacement item (of the same value) to the Approved Retailer. No compensation will be paid.

 

11. RETURNS

11. 1 In the case of any customer returns Approved Retailers should contact Alfaberry directly so that Alfaberry can assess the returned item before a refund is offered to customers.

11.2 The Approved Retailer acknowledges that Alfaberry products must be washed only in accordance with the washing instruction on the Care Label of the item and must not be bleached or soaked.

11.3 If an item is defective, either in workmanship or materials, Alfaberry will accept a return of the item and either repay the wholesale price in full or offer a credit or replacement (of the same value) to the Approved Retailer.

11.4 Alfaberry will not under any circumstances, accept returns on its products for poor sell through or non-performance.

 

12. LIMITATION OF LIABILITY

12. 1 To the extent permitted by law, Alfaberry excludes any liability or obligation, whether arising under a statute or the general law and whether or not resulting from negligence on the part of Alfaberry, its agents or contractors or otherwise.

12.2 Alfaberry shall not be liable for any indirect or consequential loss of any kind.

12.3 Notwithstanding the above, Approved Retailers and their customers may have rights under the Trade Practices Act or other Commonwealth, State or Territory laws that cannot be excluded, varied or limited as above.

 

13. CHANGES TO WHOLESALE TERMS AND CONDITIONS

13.1 Alfaberry may change these Wholesale Terms and Conditions and any other terms and conditions appearing on its Website, at any time and from time to time.

13.2 The Wholesale Terms and Conditions will be sent to wholesale applicants when they request a Wholesale Application Form from Alfaberry to sell its products.

13.3 By submitting a Wholesale Application Form to Alfaberry retailers are deemed to agree to these Wholesale Terms and Conditions.

13.4 By placing orders with Alfaberry, Approved Retailers are deemed to have read and agree to be bound by the Wholesale Terms and Conditions.

13.5 All orders will be supplied byAlfaberry in accordance with these Wholesale Terms and Conditions.

 

14. TERMINATION

14.1 In addition to the circumstances set out in these Wholesale Terms and ConditionsAlfaberry may, in its absolute discretion, terminate the approval of a retailer and its retail outlet at any time upon notice in writing to an Approved Retailer without cause and without having to provide any reason.

 

15. RIGHT OF SET OFF

15.1 Alfaberry may at any time, without limiting any other rights or remedies, set off any amount owed to Alfaberry by an Approved Retailer, against any amounts payable by Alfaberry to an Approved Retailer, including but not limited to any deposit paid by an Approved Retailer.

 

16. FORCE MAJEURE

16.1 Alfaberry will not be liable for any failure to perform or delay in performance of its obligations under these Wholesale Terms and Conditions caused by any events beyond the reasonable control of Alfaberry.

     

    17. NOTICES

    17.1 Notices will be deemed to be delivered when sent by email to the email address of the Approved Retailer provided to Alfaberry in the Wholesale Application Form.

      17.2 These notices will be kept as proof of Alfaberry’s attempting to communicate with an Approved Retailer, especially in regard to late payments.

        17.3 It is the responsibility of the Approved Retailer to provide correct email addresses. Approved Retailers are required to inform Alfaberry in writing of contact or delivery details change.

          17.4 Alfaberry takes no responsibility whatsoever for orders shipped to incorrect addresses if Alfaberry has not been notified in writing of a change of address.

            17.5 All notices toAlfaberry must be sent via email to: aiying@alfaberry.com.au

              18. CONFIDENTIALITY

              18.1 All personal information given to Alfaberry will be dealt with in a confidential manner.

               

              19. GOVERNING LAW

              19.1 The laws of New South Wales shall apply to these Wholesale Terms and Conditions.

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