Terms + Conditions
TERMS AND CONDITIONS OF SALE
1. FORMATION OF CONTRACT
1.1 All sales of Three Suns, (Three Suns Pty Ltd, ABN 22 137 842 883) Goods (the ‘Goods’) shall be subject to the following terms and conditions. These terms and conditions govern Three Suns relationship with you (‘Purchaser’). By signing this agreement, the Purchaser shall be deemed to have accepted the following terms and conditions.
1.2 Errors in quotations, catalogues, order confirmations, invoices, etc., including errors in calculations, typing and clerical errors shall not be binding upon Three Suns and shall not entitle the Purchaser to claim for damages.
1.3 Three Suns explicitly reserves the right to modify the design of its Goods and make other minor technical alterations prior to delivery.
1.4 For the purpose of this agreement Purchaser and Stockist have the same meaning and are used interchangeably as the case maybe.
1.5 Three Suns means the company and its empowered agents
2. OPENING AND MAINTENANCE OF ACCOUNT
2.1 The Purchaser's application to become a Three Suns Stockist is subject to a approval process. Upon approval the Purchaser, will then get access to the Stockist/ Wholesale Pricing.
2.2 Opening Order and Account Activation' the Stockist must submit (and pay in full) an Opening Order within 7 days of signing this agreement to Activate their account. All Opening Orders must meet the min spend requirement of $400 (not inclusive of testers, shipping or GST), this minimum spend is subject to change due to suburb and retail location.
2.3 'Purchasing Activity' the Purchaser must must place orders to keep their account active. If a Stockist account is inactive over a 6 month period it may be subject to closure.
2.4 ‘Postcode Exclusivity’ Three Suns may assign Postcode Exclusivity to a Stockist (in their assigned category) when:
a) the Stockist commits to a minimum spend of $10,000 per annum
b) the Stockist spends $10,000 or more during a calendar year, or
c) the Stockist becomes an exclusive reseller of Three Suns products
2.5 Stockist Categories' Three Suns defines our stockist into three distinct categories, which are as follows: (a) Homeware/Gifting (b) Beauty & Clinics (c) Florist. The approved category will be determined by the Three Suns at the time of signing this agreement.
2.6 Account Hold: The Purchaser may also seek, upon written request to Three Suns, to place their accounts on hold, in the event of unforeseen circumstances, to which Three Suns may approve in their reasonable discretion.
2.7 Stockist Details and Changes: Any changes that the Purchaser requires to be made to their account, including a change of address, must be notified to Three Suns in writing at least four (4) weeks before such change occurs.
3 PRICES AND TERMS OF PAYMENT
3.1 The prices for Goods are the prices represented on the respective tax invoice issued by Three Suns to the Purchaser verifying the quantity sold and amount to be paid by the Purchaser, plus any additional charges for freight and delivery.
3.2 All prices quoted to the Purchaser in relation to any proposed order from the Purchaser are indicative only and not binding, unless confirmed in writing by Three Suns under the applicable tax invoice.
3.2 The Purchaser shall be responsible for all sales and GST type taxes which have been included in the prices quoted where indicated. If such taxes are not included in the prices quoted, the Purchaser acknowledges that it shall nevertheless remain responsible for the same.
3.3 If payments are not made in accordance with the agreed terms, Goods will not be released.
3.4 All invoices must be paid in full before release and shipment of Goods to the Purchaser
4. RESERVATIONS OF TITLE
4.1 All Goods delivered by Three Suns to the Purchaser as detailed in this invoice shall remain the property of Three Suns until all amounts owing in respect of the Goods have been paid to Three Suns in clear funds and in full. The Purchaser irrevocably authorises Three Suns to enter the premises where the Goods are stored at any time without notice to remove and repossess those Goods for which payment has not been received by the due date or if the Purchaser becomes insolvent. The Purchaser shall ensure that any third party who takes delivery of the Goods while they are still the property of Three Suns is aware of these provisions.
4.2 All risk in the Goods passes to the Purchaser upon the unloading of the Goods on the ground at the delivery place nominated by the Purchaser or if a deemed delivery when the Goods are ready for collection by the Purchaser from Three Suns.
4.3 The Purchaser shall have the right to resell the goods, but only as fiduciary agent and trustee for Three Suns by way of bona fide sale at full market value and in the ordinary course of business.
4.4 Until the Purchaser has paid for the Goods in full: (a) The Purchaser in the meantime takes custody of the Goods and the Purchaser shall do so as trustee, fiduciary and bailee of Three Suns; (b) The Purchaser shall keep the Goods separate from other goods and properly marked, stored, protected; (c) The Purchaser shall insure the Goods against theft or any damage from the date of delivery or deemed delivery of the Goods and the Three Suns shall be entitled to call for details of the insurance policy. If the Purchaser does not insure the Goods or fails to supply details of its insurance policy the Purchaser will reimburse Three Suns for the cost of any insurance which Three Suns may reasonably arrange in respect of the Goods supplied to the Purchaser.
4.5 Any Goods issued on loan shall remain the property of Three Suns. The Purchaser irrevocably authorises Three Suns to enter the premises were the Goods are stored at any time without notice to remove and repossess those Goods. Any loan Goods not returned on the request of Three Suns will render the Purchaser liable for the purchase price of the loaned Goods.
5. PROCEEDS OF SALE
If any of the Goods are resold by the Purchaser, the Purchaser holds all the book debts and proceeds in respect of such sales on trust for Three Suns and must keep the proceeds of sale in a separate account and not mix such proceeds with any other funds. Such part of the book debts and proceeds are deemed to be equal in dollar terms to the amount owed by the Purchaser to Three Suns at the time of the receipt of such book debts and proceeds.
6. THREE SUNS MAY SELL AND RECOVER FROM PROCEEDS
Where Three Suns takes possession of the Goods upon default of the Purchaser, Three Suns may, should they choose to do so and without derogating from its rights under Clause 3: (a) sell the Goods by any means and at any time. (b) deduct from any proceeds of sale, all costs incurred in relation to the sale. (c) retain for its own use and benefit any part of the purchase price for those Goods which remains outstanding; and (d) apply any balance to monies owed by the Purchaser on any account (even if not due and payable) to the extent to which Three Suns has priority over other security interests.
The Purchaser must indemnify, and keep indemnified, Three Suns against all liability and loss, and all costs (including, without limitation, legal costs on a full indemnity basis), charges and expenses, Three Suns incurs as a result, whether directly or indirectly, of a breach of these terms and conditions.
8. NEGATIVE PLEDGE
The Purchaser shall not without the prior written consent of Three Suns enter into any security agreement with any other party that permits that party to register a security interest in respect of the Goods or proceeds of sale of the Goods.
9. ALLOCATION OF FUNDS
Three Suns may at their discretion and in such manner as they determine allocate payments made by the Purchaser for the Goods or any other amount that may be due to Three Suns by the Purchaser.
10. DELIVERY PERIODS AND DATES
10.1 All delivery periods and dates are approximate only and shall impose no obligation or liability upon Three Suns although Three Suns will do the utmost to meet such dates.
10.2 The Purchaser shall at no time be entitled to claim for damages for any delay in delivery.
11. FORCE MAJEURE AND OTHER HINDRANCES
Any delay resulting from Acts of God or any other circumstances beyond the control of Three Suns shall entitle Three Suns to extend the delivery periods and Dates by a period equivalent to the delay, plus a reasonable further time, or alternatively entitle Three Suns to rescind any or all unperformed parts of this agreement. Strikes, lock-outs and other circumstances substantially impending or precluding delivery shall also be regarded as an Act of God, regardless of whether such circumstances affect Three Suns directly or any of its suppliers.
12. WARRANTY AND LIMITATION OF LIABILITY
12.1 Three Suns warrants that the Goods supplied are of merchantable quality but, to the extent permissible by law, Three Suns otherwise excludes all conditions and warranties implied by statute, general law or custom.
12.2 To the extent permitted by law, Three Suns liability shall be governed exclusively by the foregoing stipulations. All of the Purchaser’s rights not explicitly stated herein including rights for damages – irrespective of all legal foundation – are fully excluded. Subject only to any express exceptions contained in these conditions, Three Suns shall under no circumstances be liable in any way whatsoever to the Purchaser for any form of loss, damage or expense sustained or incurred by the Purchaser or any other party in consequence of or resulting directly or indirectly out of the supply of Goods or services by Three Suns, any breach by Three Suns of any agreements or the negligence of Three Suns.
12.3. To the extent permitted by law, the Purchaser agrees that Three Suns liability for any defective or damaged Goods, consequential loss or damage suffered by the Purchaser for liability for breach of any express term of these terms, or liability for breach of any statutory condition, is limited to the replacement of the relevant Goods or crediting the Purchaser with an amount equal to the invoice price.
13. RETURN AND REFUNDS POLICY
13.1 Returns: You have 5 calendar days to return an item from the date you received it. To be eligible for a return, your item must be unused and in the same condition that you received it and your item must be in the original packaging. Your item needs to have the receipt or proof of purchase.
13.2 Refunds: Once we receive your item, we will inspect it and notify you that we have received your returned item. We will immediately notify you on the status of your refund after inspecting the item. your return is approved, we will initiate a refund to your credit card (or original method of payment). You will receive the credit within a certain amount of days, depending on your card issuer's policies.
13.2 Three Suns is not obliged to accept the return of any Goods for credit without prior written agreement and limited to a reasonable time (7 days) from invoice.
13.3 Goods must be returned in current packaging, original packaging, undamaged and unmarked prior to any refund, at determination which remains at the discretion of Three Suns.
13.4 All cost associated with the return of Goods to the nominated Three Suns office shall be borne by the Purchaser.
14. MARKETING AND SALE OF GOODS BY THE PURCHASER
14.1 The Purchaser is restrained from selling any of the Goods supplied to it by Three Suns over the internet, without obtaining the prior written approval of Three Suns, which approval will be granted in the sole and absolute discretion of Three Suns .
14.2 Three Suns does not support nor authorise any purchasers to supply or sell Three Suns goods on internet auction websites such as eBay, Catch.com, Etsy, or Amazon. Notwithstanding any other provision of this agreement, Three Suns reserves the right to immediately stop supply to any Purchaser found to be in breach of this agreement.
14.4 The Purchaser is restrained from selling any of the Goods supplied to it by Three Suns when operating under a retail pop up or casual leasing arrangement.
The Stockist may request in writing to Three Suns to have permission to sell under a retail pop up or casual leasing arrangement and Three Suns will consider the request but is under no obligation to approve.
14.5 In the event that the Purchaser does sell any of the Goods supplied by Three Suns over the internet, the Purchaser agrees that such Goods are sold as Three Suns fiduciary and agent and the entire proceeds of the sale of those Goods are held by the Purchaser on trust for Three Suns and the Purchaser assigns the benefit of any claim against the customer and accounts fully to Three Suns for the proceeds of the sale.
This agreement and the rights and obligations under it will terminate in the event that: (a) the Purchaser has not met the minimum requirements set out in clause 2.4, and Three Suns decides, in its reasonable discretion, not to re-activate the account in accordance with clause 2.5 of these terms, this agreement will be taken to have terminated on and from the date that Three Suns has notified the Purchaser that it will not re-activate the account; (b) Three Suns otherwise decides, in its reasonable discretion, that it no longer wants to supply the Goods to the Purchaser, and has issued the Purchaser with at least one (1) written notice of termination. (c) the Purchaser has requested, by providing at least two (2) months’ prior written notice to Three Suns, that it no longer wishes to purchase the Goods. (d) this agreement allows Three Suns to immediately stop the supply of Goods to the Purchaser, this agreement may terminate with immediate notice to the Purchaser. (e) the Purchaser breaches a term of these terms and conditions and fails to rectify the breach within 14 days of receipt of written notice from Three Sun; or (f) either party becomes or trades insolvent, bankrupt, enters into voluntary administration or is wound up.
16 CONFIDENTIAL INFORMATION
Each party will treat, and ensure that their employees, contractors and agents treat, as confidential, all information, data, documentation, computer facilities (including software or technology embedded in the software), trade secrets (including information relating to financial position, technical matters, internal management, policies or strategies), and any other material whether owned or used by or licensed to the disclosing party obtained from the other party in connection with this Contract: (i) about that party or its related entities or its customers, suppliers employees, contractors or its business; (ii) regarding the terms of this Contract, or the commercial arrangements between the parties; (iii) which is by its nature confidential or which is designated as confidential by that party; or (iv) which any of the parties knows, or ought to know, is confidential, whether obtained before, on or after the date of the Contract which is not in the public domain at the time the information was obtained from the disclosing party (Confidential Information).
17 MARKETING AND PROMOTIONAL MATERIALS
Three Suns may supply the Purchaser with marketing and promotional materials (including but not limited to logos, images and other materials, be they physical or electronic) relating to the Goods supplied. Three Suns reserves the right to direct the Purchaser to discontinue use of any such marketing and promotions materials previously supplied by Three Suns or obtained by any means, at any time and reserves the right to direct the Purchaser to return all such marketing and promotional materials to Three Suns immediately upon receipt of notice to that effect.
18. PERSONAL INFORMATION
19.1 Three Suns may make amendments or variations to this agreement; any such variation of these Terms and Conditions of Sale shall be issued by Three Suns in writing and can be signed by the parties.
19.2 These Terms and Conditions of Sale shall be consumed in accordance with and governed by the laws of New South Wales, Australia.
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