Wholesale Terms & Conditions

All Products are sold and supplied by U Be Fit Pty Ltd trading as Your Reformer (ABN 82 565 193 148) (Your Reformer) on the following terms and conditions of trade

If you make a wholesale purchase via this website, you are agreeing to comply with and be bound by the following terms and conditions (the Agreement), as well as the terms and conditions of our Privacy Policy, General Terms and Conditions and Community Guidelines, which together, govern our relationship with you.

By applying for a wholesale account and/or placing an order for Your Reformer products as a wholesale customer, you accept and agree to be bound by the terms of this Agreement.

For the purposes of this Agreement, “us”, “our”, “we” and “Your Reformer” refers to U Be Fit Pty Ltd trading as Your Reformer and “Retailer”, “you” and “your” refers to the legal entity specified in your Wholesale Account.

We may modify and update the terms of this Agreement at any time, without notice. You need to ensure you review the terms of this Agreement from time to time.

 

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

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 Melbourne;

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;

Commencement Date means the date a retailer first places an order with Your Reformer

Displays means fixtures, fittings (including branded installation units) and other promotional materials or signage confirming authorised retailer status, provided by us for the display of the Goods.

Force Majeure means a circumstance beyond the reasonable control of the parties including, but not limited to, acts of God, lightning strikes, earthquakes, floods, storms, explosions, fires and any natural disasters and acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damages, sabotage and revolution, breakages of machinery and strikes.

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 Your Reformer for the supply of Products;

Personal Information has the meaning as defined under the Privacy Act (Cth);

POS Materials means advertising and sales promotion materials relating to the Goods, including posters, testers, and artwork.

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 Your Reformer in accordance with clause 3;

Privacy Policy means the Your Reformer Policy found on the Website Privacy Policy;

Retailer means the person named in the Documents as the person to whom Your Reformer has agreed to supply the Products to

Term has the meaning given in clause 3.

Trade Marks means signs, trade marks, brand names, rights in the get up or trade dress of any product or packaging, logos, slogans, stylisations and similar rights, whether registered or unregistered.

Website means www.yourreformer.com.au    

 

2. Appointment of Retailer

2.1 Your Reformer appoints the Retailer as a non-exclusive retailer to sell and market the Goods to retail customers from the Agreed Premises on the terms and conditions of this Agreement.

2.2 Your Reformer retains the unrestricted right to enter into agreements with other retailers for the sale of the Goods, and to sell the Goods directly to customers anywhere, at any time, without liability or obligation to the Retailer of any kind.

2.3 Retailer may not appoint sub-agents or sub-distributors to sell and distribute the Goods without our prior written consent.

3. Term

3.1 This Agreement commences on the Commencement Date and continues until terminated in accordance with the terms of this Agreement.

4. Supply of Goods

Orders

4.1 The Retailer shall submit orders for Goods via the www.yourreformer.com.au website or via email to hello@yourreformer.com.au.  The Retailer must place orders for Goods to a minimum value of $200 per order.  All orders shall be submitted subject to written acceptance or rejection by us, in whole or in part.

4.2 We may refuse to supply Goods to you if any amount due and payable by you, to us, (under this Agreement or any other agreement) is outstanding or if either party has issued a termination notice under the terms of this Agreement.

Changes to Goods

4.3 We reserve the right absolutely at any time and without notice or incurring any liability to the Retailer to:

(a) discontinue or limit its production of any of the Goods;

(b) terminate or limit deliveries of such discontinued or limited Goods;

(c) discontinue or limit its supply (whether temporarily or permanently) of certain Goods;

(d) alter the design, construction, specifications, features or attributes of any of the Goods; and/or

(e) add new, different, modified and/or extra products or lines of products to the Goods.

Delivery

4.4 We will organise shipment of the Goods to the Agreed Premises on the following basis, or on such other basis as we may advise in writing from time to time:

(a) for orders under AU$300 - the Retailer must pay the delivery costs; and

(b) for orders of AU$300 or more – we will pay the delivery costs. 

4.5 We will use our reasonable endeavours to make Goods available punctually but will not be responsible for shortage or delays attributable to the unavailability of Goods from its suppliers or other reasons beyond its control.

4.6 We may cancel, or suspend delivery of an accepted order if the Retailer is in breach of its obligations under this Agreement.

• The Retailer acknowledges and agrees that Your Reformer will use the Carrier to deliver the Products.

4.8 The Retailers acknowledges and agrees that: 

• a) Your Reformer 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, Your Reformer 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.

4.9 Any claim for non-delivery, shortage in supply or damage occurring during the course of delivery or any claim for rejects must be made by the Retailer within 72 hours of delivery via email to yourreformer.com.au.  Any Goods returned to without our prior written consent will not be credited.

4.10 If no such claim as described at clause 4.7 is made within 72 hours of delivery, the Retailer shall be deemed to have accepted the Goods as supplied and be deemed to have waived any such claim.

5. Recommended Resale Price

5.1 It is recognised that Your Reformer has certain knowledge in evaluating market conditions, and developing marketing policy, and may recommend the prices at which Goods may be resold by the Retailer.  Any such recommended retail prices will in no way be binding upon the Retailer, and the Retailer will be free to determine its own selling price for the Goods.

6. Payment

6.1 Unless otherwise agreed, and stipulated by us in writing, the purchase price for the Goods will be as shown on Wholesale section of www.yourreformer.com.au website current at the time of dispatch of the Goods.  Prices are inclusive of GST.  Prices are subject to change on 30 days written notice.

6.2 We may in some circumstances, and at our absolute discretion, agree to provide a Retailer with credit terms.  Where we have agreed to provide credit terms, the Retailer must pay all invoices relating to Goods ordered and supplied under clause 4, in full, within 30 days of the date of the invoice. 

6.3 Payment can be made by credit card or by direct into the bank account of Your Reformer (request details from head office).

6.4 If the Retailer defaults in the payment of any monies due under this Agreement then all monies owing by the Retailer to Your Reformer (whether under this Agreement or any other agreement) immediately become due and payable.

7. Retailer obligations

General

7.1 The Retailer must:

(a) only stock, store, sell and offer for sale, Goods acquired from Your Reformer, and from no other source;

(b) only stock, store, sell and offer for sale for consumption by its retail customers the Goods from the Agreed Premises and no other premises;

(c) use its best efforts to sell and promote the Goods and the Your Reformer brand generally;

(d) conduct its business according to the highest business standards;

(e) not sell or offer the Goods for sale outside of Australia or anywhere including within Australia by mail, internet, telephone or other electronic means, without our prior written consent;

(f) not sell or offer the Goods in the grey market and co-operate with Your Reformer in relation to any investigations Your Reformer wishes to make into potential grey market activity including, without limitation, by providing details of the products (both  range and volume), dates of sale  and identify of customers to whom Goods have been sold by Retailer;

(i) not break up any promotional packs of Goods as provided by Your Reformer;

(j) not sell, or offer for sale, any gifts with purchase, bonus stock, samples or testers, or promotional or advertising material;

(m) store Goods in suitable conditions, and supply only those in good condition;

(n) make clear, in all dealings with customers and prospective customers, that Retailer is acting as a retailer of the Goods, and not as a direct agent for Your Reformer;

(o) act in good faith at all times towards Your Reformer;

(q) obtain and maintain any and all licences, authorisations and approvals required for it to be able to comply with its obligations under this Agreement;

(r) not engage in misleading or deceptive conduct in accordance with section 18 of the Australian Consumer Law;

(s) not engage in bribery or corruption;

(t) obtain independent legal, accounting and business advice and, if required in order to understand the terms of this Agreement, a translation of this Agreement into another  language, prior to entering into this Agreement;

(u) comply fully with any and all applicable laws, regulations and codes of practice; and

(v) comply with all other obligations set out in this Agreement.

7.2 If the Retailer is the trustee of a trust, the Retailer acknowledges that:

(a) this Agreement applies to the Retailer in its individual capacity and as trustee of the trust; and

(b) its own assets and the assets of the trust are available (and are sufficient) to meet its payment obligations under this Agreement.

7.3 The Retailer must immediately notify Your Reformer in writing of any change to the Retailer's details listed on the Wholesale Account Application Form.

Customer complaints

7.5 If any customer complaint concerning the Goods is received by the Retailer, the Retailer must:

(a) promptly inform Your Reformer of all the details of the complaint within 5 Business Days of receipt of the complaint;

(b) allow Your Reformer access to any documentation or Goods requested by Your Reformer in order to investigate the complaint; and

(c) cooperate with and provide all reasonable assistance to Your Reformer in dealing with the complaint.

7.6 Any Goods the subject of a customer complaint that are returned to Your Reformer without Your Reformer’s prior written consent will not be credited to the Retailer.

8. Marketing and advertising

8.1 The Retailer must use its best efforts to promote, advertise, market, sell and distribute the Goods to retail customers at the Agreed Premises.

8.2 All advertising and promotional activities by the Retailer must comply with Your Reformer’s merchandising, trademark, marketing and communications guidelines and policies, as may be communicated to the Retailer by Your Reformer from time to time.

8.3 The Retailer must maintain the highest standards of presentation of the Goods and services at the Agreed Premises.  Your Reformer will notify the Retailer of presentation standards and of any changes to those standards.  In order to maintain these standards, the Retailer must (without limitation):

(a) only use Your Reformer supplied promotional material to promote Your Reformer products;

(b) ensure that the Goods and the Your Reformer display are kept clean at all times;

(g) refrain from engaging in any marketing or advertising of a nature which might harm the brand image of Your Reforner;

(h) maintain an environment of high quality which is compatible with the Your Reformer brand image; and

8.4 The Retailer must not use, display, advertise or promote the Goods or Your Reformer’s Intellectual Property via any medium without the prior written consent of Your Reformer.  Your Reformer may withhold consent in its absolute discretion.  Failure by the Retailer to obtain such approval will entitle Your Reformer, without prejudice to any other rights Your Reformer may have against the Retailer, to terminate this Agreement

8.5 The Retailer must not repackage Goods, alter the packaging of Goods, apply anything to the Goods other than prices and the Retailer identification, or market the Goods in altered, defaced, damaged or substituted packaging.

9. POS Materials

9.1 The Retailer must only use Your Reformer POS Materials provided by Your Reformer and not provided or produced by another party.

9.2 The Retailer must use the POS Materials provided from time to time by Your Reformer in accordance with Your Reformer’s directions, except as otherwise expressly agreed by Your Reformer in writing.  The Retailer must keep such POS Materials clean, properly maintained, and in good condition and use.  The Retailer will use such POS Materials only in conjunction with the sale of the Goods at the Agreed Premises.  The Retailer will comply with all instructions and recommendations of Your Reformer regarding the maintenance, use (including the period of time a certain POS Material is to be displayed), location, and removal of POS Materials.  The Retailer will not purchase or manufacture its own POS Materials except with Your Reformer's prior written consent.

9.3 The Retailer must not sell POS Materials

9.4 Upon expiry or termination of this Agreement for any reason, the Retailer must immediately cease to use all POS Materials, and shall return all POS Materials to Your Reformer at the Retailer's own cost, or dispose of the POS Materials if directed by Your Reformer in writing..