Terms & Conditions

 

  1. Introduction 
    1. This Agreement is between Country Allure Pty Ltd (“Country Allure”, “We”, “Us”, “Our”) and Wholesale Client (“You”, “Your”). 
    2. Country Allure is in the business of supplying and selling the Country Allure Products (as defined herein) to wholesale and retail customers. 
    3. You wish to purchase the Country Allure Products on a wholesale basis for the purpose of reselling the Country Allure Products to consumers. 
    4. This Agreement sets out the terms upon which We agrees to sell the Country Allure Products to You on a wholesale basis. 

 

  1. Definitions 

For the purposes of this Agreement, unless the context otherwise indicates: 

 

“Agreement” means these terms and conditions and any associated quotations, recitals and/or schedules. 

 

“Australian Consumer Law” means the Australian Consumer Law as set out in Schedule 2 to the Competition and Consumer Act 2010 (Cth) 

 

“Country Allure Products” means the range of products we supply and sell including any under and by reference to the Country Allure Trademarks. 

 

“Country Allure Trademarks” means the trademarks as set forth in the Schedule. 

  

“GST” means goods and services tax, or similar value added tax levied or imposed in Australia under A New Tax System (Goods and Services Tax) Act 1999 (Cth) or otherwise on a supply. 

 

“Intellectual Property” means any trademarks, designs, copyright, patents, or confidential information belonging to Country Allure in connection with the Country Allure Products.  

 

“Monthly Late Payment Fee” has the meaning given in the Schedule. 

 

“Payment Terms” has the meaning given in the Schedule. 

 

“Returns Period” has the meaning given in the Schedule. 

 

“Territory” has the meaning given in the Schedule. 

 

  1. Communication 

You agree and acknowledge that Your preferred method of communication and of placing orders in accordance with this Agreement is by our wholesale website (https://wholesalecountryallure.com/). 

  1. Orders and Cancellations 
    1. You acknowledge and agree that it is Your responsibility to ensure that all information and details provided in Your orders are correct prior to submitting Your orders and that once We have confirmed that an order is accepted, we will then order or manufacture the Country Allure Products specifically for You and we may at Our absolute discretion not permit You to vary or cancel your order at this stage unless You agree to compensate Us for any losses we incur as a result thereof.    
    2. Upon receipt of Your order, We will send You an email confirming receipt of Your order and notifying. 
  1. If You wish to cancel or vary Your order after Our acceptance of Your order, We will refund any payments made by You in connection with said order less all fees, costs and expenses incurred as a result of Your Order or pursuant to this Agreement. 

 

Payment terms

  1. Payment is required strictly in accordance with the Payment Terms set forth in the Schedule. 
  2. Unless We agree otherwise in writing, if You fail to pay Us within the Payment Terms then You must pay the Monthly Late Payment Fee set forth in the Schedule.   
  3. If You are on 30-day Payment Terms and You place an order after receiving notification of a price increase under clause 5(b), and You subsequently fail to pay Us within Your 30 Day Payment Terms, We reserve the right to invoice You for the difference in pricing. 
  4. In the event We need to refer Your account for collection You will be liable to pay any reasonable expenses we incur as a result of such referral, including debt collection fees, legal fees, or other out of pocket expenses incurred by Us as a result of Your default. 
  1. GST 

Unless otherwise stated, the wholesale prices for the Country Allure Products are inclusive of Goods and Services Tax (GST). We will issue a tax invoice showing the applicable GST. 

  1. Delivery and risk in transit 
    1. We will use reasonable endeavours to suitably package and deliver the Country Allure Products to the destination and on the date specified in your order, and We will arrange for freight and insurance to that destination. In respect of the cost of freight and insurance to be arranged by Us for the journey from the point of the Country Allure Products leaving the Our factory after packing to the point of destination We will be acting as Your agent, and You hereby appoint Us as Your agent for this purpose. 

 

Acceptance of the Country Allure Products ordered by You will be deemed to have taken place when a packed consignment is loaded for delivery at Our factory subject to confirmation on receipt thereof; the property and ownership thereof will upon such loading pass to You subject to return of defective goods under clause 9.  

 

  1. You agree to provide written confirmation of acceptance within 7 days of the arrival of the Country Allure Products at the destination unless within that time You notify Us of any defect under clause 9. 

 

  1. The risk in the Country Allure Products during transit will be Yours until arrival at the destination. 

 

  1. Payment of shipping is required strictly in accordance with the Payment Terms set forth in the schedule. Cost will be calculated at checkout.

 

  1. Returns 
    1. You must inspect the Country Allure Products on delivery, and You may return any Country Allure Products if they: 
  1. are not of acceptable quality (as defined in the Australian Consumer Law); or ii. do not confirm to an agreed specification. 
  1. If You fail to return obviously defective goods (or to notify Us of any shortfall in the quantity delivered) within the Returns Period, you may be required to pay for such goods notwithstanding any shortfall or obvious defects. 
  2. We will be liable for the costs of returning any goods which we accept to be defective. 
  1. Title and security interests 
    1. Although risk in the Country Allure Products during transit will be Yours, prior to Your payment: 
      1. We will retain ownership and title in the Country Allure Products; and ii. You hold the Country Allure Products on Our behalf as a fiduciary bailee.  

However, notwithstanding this clause 10, You may dispose of or deal in the Country Allure Products in the ordinary course of trade on the basis that You will be taken to hold the proceeds of sale or trade on trust for Use until You Pay for the Country Allure Products.  

  1. You acknowledge that under the Personal Property Securities Act 2009 (Cth) (PPSA): 
    1. this Agreement constitutes a security agreement. 
    2. You grant Us a purchase money security interest in the Country Allure Products and any proceeds.  
    3. We may register a financing statement on the Personal Property Securities Register (PPSR). 
  2. You agree to provide Us with any necessary information and do anything we reasonably require in order for Us to register, maintain and enforce Our security interest. 
  3. You waive the requirement for Us to provide information under various provisions of the PPSA.  In particular, You agree that as provided for in: 
    1. Section 157 of the PPSA – we are not required to give you a verification statement. 
    2. Section 144 of the PPSA – we are not required to give you notice under section 95, 118, 121, 130, 132, and 135; and 
    3. Section 275 of the PPSA – we are not required to provide interested persons with information relating to our security interest and neither are you. 
  4. For the avoidance of doubt, the following terms defined in the PPSA have the same meaning when used in this Agreement: purchase money security interest; verification 

statement; proceeds. 

   

  1. Warranties 

We warrant that the Country Allure Products that We supply to You will: 

  1. match the description in the invoice and any agreed specification. 
  2. be free of third-party claims, undisclosed securities or other encumbrances. 
  3. be of acceptable quality as defined in the Australian Consumer Law. 
  1. Limitation of liability 

We limit our liability in relation to the sale of the Country Allure Products to You as follows: 

  1. apart from the warranties set out in this Agreement or in any express guarantees, We exclude all warranties and guarantees (whether written or oral);  
  2. our liability for any claims (whether for negligence, breach of contract or statute) is limited at our option to either: 
    1. replacing the Country Allure Products or supplying equivalent goods; or ii. repairing of the Country Allure Products; or iii. paying you the cost of having the Country Allure Products replaced or repaired; and 
  3. We are not liable for any indirect, incidental, special and/or consequential losses, liability, costs or damages; any loss of business opportunity, production, profits or savings; or any reasonably foreseeable losses. 
  4. However, this limitation of liability does not apply to the extent that it would restrict, modify or exclude your rights in a way that is not permitted under the Australian Consumer Law or other applicable laws. 
  1. Resale conditions 
    1. You hereby confirm that You are purchasing the Country Allure Products from Us on a wholesale basis for the purpose of on-sale or re-supply to your customers and that as such you may not be entitled to all of the consumer guarantees included in the Australian Consumer Law. 
    2. You must not on-sell or re-supply any Country Allure Products on a wholesale basis:  
  • the date on which you placed Your last order for said Country Allure Product; or 
  • the date on which any increase to the Country Allure RRP list comes into effect under clause 5(b).  
  1. You must not on-sell or re-supply any Country Allure Product outside of the Territory specified in the Schedule. 

 

  1. Intellectual Property  
    1. You acknowledge that We own the entire right and interest to the Country Allure Trademarks and the Intellectual Property.  
    2. You must not use or do anything with the Intellectual Property unless you have Our express written consent. This includes that: 
  1. You must not do any of the following in relation to any of the Country Allure Trademarks as used on or in relation to the Country Allure Products, including but not limited to the Country Allure Trademarks in use on the Country Allure Products and associated packaging, and on marketing materials and media: 
  • alter or deface any of the Country Allure Trademarks. 
  • make any addition to any of the Country Allure Trademarks. 
  • wholly or partly remove, erase, or obliterate any of the Country Allure Trademarks. 
  1. You must not register any business name, company name, domain name, social media page or profile name that is or comprises the Country Allure Trademarks.  
  2. You must not use the Intellectual Property in any way that suggests an exclusive license to use the Intellectual Property or that may mislead or deceive consumers in a way that suggests an affiliation or endorsement outside of this Agreement that does not exist.  
  1. You may use the Intellectual Property, including the Country Allure Trademarks and that subsists in images/photographs of the Country Allure Products as is provided to you by Us in the promotion of the Country Allure Products via your own branded webstores, physical stores and in other promotions. Any use of the Intellectual Property must be to a quality standard and should in no way diminish the value of the Intellectual Property or the quality of promoting the Country Allure Products.  
  1. No waiver or variation 
    1. A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. 

 

  1. The exercise of a power or right does not preclude: 

 

  1. its future exercise; or 
  2. the exercise of any other power or right. 

 

  1. The variation or waiver of a provision of this Agreement or a party’s consent to a departure from a provision by another party will be ineffective unless in writing executed by the parties. 

 

 

 

  1. Severability

If any provision of this Agreement or part thereof is held illegal, unenforceable, or otherwise invalid, that provision or part shall be deemed to be severed and the remainder of this Agreement shall continue in effect. 

  1. Governing law 

This Agreement is to be construed in accordance with the laws of Queensland, Australia and in the event of any dispute or claim associated with this Agreement, that dispute or claim shall be subject to the exclusive jurisdiction of Queensland, Australia. 

  1. Entire Relationship 

This Agreement constitutes the entire relationship between You and Us. This Agreement replaces and supersedes any and all prior agreements between You and Us, whether they be oral or written.  

  1. Dispute resolution 

If You have any concerns, please contact Country Allure – info@countryallure.com. If We are unable to fully address Your concerns, we ask You to lodge a formal complaint in writing to us. We commit to responding to any formal complaints within two (2) business days.  If You are not satisfied with Our response to Your formal written complaint, then You agree to participate in mediation in good faith, with an independent mediator appointed by agreement, prior to commencing proceedings in a Court or Tribunal of competent jurisdiction. You agree to share the cost of the mediator equally with Us.