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Terms of Trade – Wholesale Accounts

These are the standard trading terms governing the supply of goods and/or services by Olli Ella Enterprises Pty Ltd ("Olli Ella", "we" or "us") of: 14/4 Banksia Drive, Byron Bay, NSW, 2481

General

These standard trading terms apply to all purchases of Goods by a wholesale customer/stockist ("you" or "Customer") from us. They are supplemented by any additional trading terms published by us and applicable at the time of purchase. We expressly reject any terms you propose that vary or add to our trading terms.
These standard trading terms can be varied only in accordance with either changes or additions published by us from time to time about these standard trading terms or by written agreement between us and that further written agreement expressly stating that the agreement varies these standard trading terms. The updated trading terms do not apply to any Goods you have already ordered from us and we have agreed to supply those Goods.
These trading terms apply notwithstanding any forbearance or failure by us to enforce any of the terms, any course of conduct by the parties and despite any industry practice to the contrary.

Orders

2.1 You can place an order for Goods via B2B portal or direct with our sales team – trade@olliella.com, or in any other way acceptable to us. By placing an order, you thereby accept these trading terms.

2.2 We set a minimum value for an order of Goods as per below table dependant on the number of sales outlets you hold, refer to 6.3. Any order by you for Goods must be for this minimum value. If you order less than the minimum quantity, then we may either refuse the order, round up the order to the minimum order amount or charge you a minimum order surcharge as set by us from time to time.

Number of Sales Channels/Doors	MOV Australia AUD
1x Sale Outlet	$600
2x Sale Outlet (Store & Ecommerce store)	$1200
Any additional outlet of sales after 2	+$450

2.3 We can accept orders in our discretion. We will confirm orders we accept by sending you an order confirmation, in which we will specify the anticipated delivery date. Acceptance is subject to you complying with clauses 3.3 and 3.7 (if applicable).

2.4 Subject to clauses 2.6, upon sending to you the order confirmation, you are obliged to purchase the Goods set out in the order confirmation.

2.5 Once your order is placed and confirmed by us then changes cannot be made. If you made a mistake, please notify us within 48 hours and we may be able to accommodate the requested change but are not obliged to do so.

2.6 You need to place an order at minimum once per quarter to ensure you trade account is active. Failure to meet the minimum requirement will result in your account being disabled.

2.7 Notwithstanding clause 2.4, if within 7 days of receipt of the Goods you request return of the Goods then we may, in our discretion, allow you to return for a credit any Goods (but we are not obliged to do so). You must not return any Goods to us until we have authorised you to return them. You must deliver to us at your cost Goods returned for credit unsoiled, undamaged, in their original packaging and accompanied by notice setting out the return authorisation number, the original invoice number, the date of purchase and the reason for the return.

2.8 We can cancel an order for Goods if you are late in paying for any prior or current delivery of Goods or have otherwise breached these trading terms, you are insolvent or enter any form of bankruptcy or external administration.

2.9 Active orders on COD will be cancelled within 7 days if payment is not received

3. Price

3.1 The price for Goods are as set out in a line sheet or as published by us at a trade show.

3.2 Please note, prices are subject to change without notice.

3.3 At the time of delivery, we will invoice you for the Goods. We may require a deposit or payment in full before Goods are dispatched to you.

3.4 You must pay for the Goods within the time indicated in the invoice but no later than within 30 days or agreed trading terms of the date of the invoice. Your payment must be made without any set-off, discount or by way of exchange of your goods or services.

3.5 The price for the Goods excludes the cost of freight; we will charge you for freight for all deliveries of Goods. You must pay us for freight at the same time as payment is made in full for those Goods.

3.6 You must pay us in Australian Dollars

3.7 If we request that you provide us security for payment (or replacement security from time to time) then you must provide us the security before we are required to deliver any Goods ordered by you.

3.8 If you are late in paying for the Goods, then you must also pay to us interest at the monthly rate of 1.5% (compounding monthly). You hereby indemnify us for all costs incurred arising from your default, including all legal costs.

3.9 If your account is overdue then we can, without notice to you, cease to supply you or cease to supply you on credit.

3.10 You must inform us in writing of any discrepancies in our invoices within 7 days of the invoice date.

3.11 The price for the Goods is exclusive of GST. You must pay all GST arising from the supply of the Goods to you, including delivery.

3.12 Payment can be made by methods approved by us from time to time, including bank transfer to our nominated account, credit card, or Veem (but at that time we will in addition to the price charge you the fees charged to us by the bank, credit card or other provider). All payments must include the invoice reference number and remittance emailed to trade@olliella.com

4. Delivery

4.1 We will arrange delivery of the Goods to you upon clearing payment or immediately if on agreed account terms.

4.2 We make all statements or forecasts of delivery times in good faith, but these are estimates only. In the usual course and subject to these trading terms, we will seek to dispatch Goods to you within [2] days following receipt of your order (provided you have paid for the Goods (if required) or your credit account is within payment terms).

4.3 You must notify us within 7 days after delivery of any shortages in the quantity of Goods delivered compared with the quantity ordered. We will investigate your claim within a reasonable time. If we are satisfied that there was a shortage, then we will make it up or refund the value of the Goods not delivered (unless you owe us other amounts for other Goods or otherwise) (and this is the maximum extent of our potential liability).

4.4 You must notify us within 7 days after delivery of any damages in the Goods delivered. We will investigate your claim within a reasonable time. If we are satisfied that there was a fault or damage, then we will make it up or credit the value of the Goods.

4.5 We are not liable to you for any loss or damage arising directly or indirectly from any delay in delivery of, or failure to deliver, the Goods. If we are not able to deliver the Goods to you, then we will notify you.

4.6 We reserve the right to dispatch your order in one delivery or by instalments. Where we deliver in instalments, we will invoice you for each instalment delivered. If we fail to deliver any instalment this does not entitle you to repudiate any remaining instalments.

5. Title & Risk

5.1 The Goods are at your risk (including responsibility for insurance, or transit insurance) when they are first in the possession of the courier or delivery company, who are acting as your agent.

5.2 Until you have paid to us the price for the Goods (in cleared funds in our nominated bank account) supplied under each invoice:

(a) We are and remain the legal and equitable owner of the Goods;

(b) You hold the Goods as a fiduciary bailee for us and you must store the Goods safely; and

(c) you grant to us, our employees and authorised representatives an irrevocable licence to enter your premises (or any other premises either under your control or where the Goods are stored on behalf of you) at any time to inspect the Goods and, if you default in paying for those Goods, to use reasonable force to take possession of the Goods without liability for trespass, negligence, payment of any compensation to you, another person or otherwise. Any exercise of this right is without prejudice to any other rights we may have against you, including the right at all times to make a claim against you for the invoiced price of the Goods, when due and payable.

5.3 Clause 5.2 also applies until you have paid all monies owing to us on any account whatsoever, including any costs incurred by us because of your failure to pay or late payment of any such monies and the costs incurred by us in recovering the Goods from you.

5.4 When we receive payments from you, we are entitled to allocate them to outstanding invoices as we see fit.

5.5 Notwithstanding clause 5.2, you may, subject to clause 5.6, re-sell and deliver the Goods in the ordinary course of business but if you:

(a) are paid for that sale, you hold all of the proceeds of sale on trust for us and you must promptly pay those proceeds to us (keeping them separate and identifiable from your other funds until you have done so);

(b) intermingle those proceeds of sale with your other funds, you acknowledge that we have a beneficial interest in those intermingled funds to the extent of the monies owing by you to us; and

(c) are not paid for that sale, you must assign to us, if we so elect by notice in writing, your claims against the person who bought the Goods from you. For this purpose, you irrevocably appoint us as your attorney.

5.6 Your right to re-sell the Goods pursuant to clause 5.5 ceases if we exercise our right to the return of the Goods pursuant to this clause 5. You also acknowledge that any purported exercise of your rights under clause 5.5, once we elect to exercise our rights for the return of the Goods (either by notice in writing to you or by physical recovery of the Goods pursuant to clause 5.2 (c)), would be outside the ordinary course of your business.

6. Distribution channel

6.1 You may only sell our Goods to consumers for end use and through designated outlets, websites and social media as approved by us.

6.2 You must ensure your approved outlets are open for at least 5 full days' trading per week.

6.3 Olli Ella consider a store front, website or social media channel as individual outlets and all must be disclosed and approved. For example, if you have a physical outlet which also holds an website store you need to disclose this information to Olli Ella and meet MOV in line with table in 2.2 - 2x Sales Outlets

6.4 If you wish to open a new site or move an existing site, then you must give us notice in writing. We will determine if we will supply our Goods to that new site and you acknowledge that we are not obliged to do so.

6.5 You must not sell or divert our Goods at any place other than the outlets approved by us or through or to any other entity or person for resale, or to any entity or person who you know or should know has the intention of reselling the Goods. In particular, you must not sell or provide our Goods to any third-party retailers or third-party sales portal or web site, i.e. eBay, Amazon, Etsy or similar market place.

6.6 You must not sell, or offer for sale, the Goods by any means other than the physical display of the Goods at an approved outlet, including by mail order or through the internet or by any other electronic means (except for sites with our prior written approval from time to time). You may advertise via the internet.

6.7 If you are authorised to sell via a website or other social media, then you must not ship Goods to a person whose shipping address is outside Australia or New Zealand to which is specified on application

6.8 You acknowledge that damages will not be an adequate remedy for a breach of this clause and that we may immediately cease trading with you and obtain injunctive or other equitable relief.

6.9 We will provide you with recommended retail prices (RRP).

6.10 You agree to comply with our returns policy

7. Termination

7.1 In addition to clause 7.2, either party may close the trading account at any time by giving 30 days' notice in writing to the other, which you acknowledge and agree is a reasonable notice period. Any such notice from you does not affect any of your orders we have already accepted (unless we determine otherwise).

7.2 Notwithstanding clause 7.1, either party may close the trading account at any time with immediate effect upon giving notice in writing to the other party if either the other party has breached these trading terms or the notifying party has grounds for suspecting that the other party is, or may be, or may be about to become, unable to pay its debts as and when they become due.

7.3 You must indemnify us for all costs (including legal costs on a solicitor own client basis) we incur arising either during the term of our trading relationship with you from you breaching these standard trading terms, including pursuant to clause 5, in enforcing these standard trading terms or upon or after termination.

7.4 Termination of the agreement pursuant to this clause is without prejudice to rights accruing to either party up to the date of termination.

8. Intellectual Property (including use of Marketing material)

8.1 You acknowledge that all intellectual property in the Goods, their associated trademarks and marketing and advertising material are our sole property.

8.2 You must not advertise or use our name, trademarks or other intellectual property in any manner without our prior written consent and must immediately cease using them at our request.

8.3 You must keep all information we provide to you that is not commonly known to the public, including our price lists, absolutely confidential.

8.4 You must not trade or offer for sale any goods using a name the same as or misleadingly similar to our name.

8.5 We will provide you with marketing collateral for use by you in marketing the Goods, including by the internet and social media. Your use of our collateral must be approved by us and if we give you a direction to stop any use then you must immediately comply with this direction.

8.6 Credit must be given for all use by you of our imagery by referencing or tagging our relevant social media handle (or if the image is not owned by us, crediting the owner of that image).

9. Miscellaneous

9.1 To the maximum extent permitted by law, we are not liable to you or any other person, whether in contract, tort, in equity or otherwise in any circumstances for:

for more than the price paid by you for the Goods;

any injury, damage or loss, including consequential damage or loss (including without limitation loss of market, loss of profit or loss of contracts) whether arising directly or indirectly, to people or property arising out of us supplying the Goods to you (or you supplying the Goods to another person including a consumer who uses them) including because of any latent or other defects therein; or

any loss of or damage to the Goods, or caused by the Goods, whilst in transit.

9.2 Other than clauses 2.6, 3.3, 3.4 and 4.3, time is not of the essence under these standard trading terms.

9.3 A reference to "includes", "including", "in particular" or "such as" are to be read as if followed by the words "without limitation".

9.4 All rights and powers enjoyed by us and any discretion, consent or decision to be made by us pursuant to these standard trading terms may be exercised by us in our absolute discretion and may be given or withheld subject to conditions. All approvals by us are only effective and binding when given in writing by an authorised officer.

9.5 If any provision or part of any provision of these terms is unenforceable (including any of the sub-clauses in clause 5) then it will be severed from the rest and such unenforceability does not affect any other part of such provision or any other provision of these terms.

9.6 You irrevocably appoint us and our representatives as your attorney (Attorney) to do any or all of the following on your behalf and in your or the attorney's name if you default on your payment obligations to us:

(a) anything which the Attorney considers necessary or expedient to give effect to these trading terms or any other agreement with you, or to perfect or register these trading terms or any other agreement with you, including by signing any document for that purpose;

(b) execute and register a caveat over any real property owned by you to support any debt owing to us pursuant to these trading terms or any other agreement with you; and

9.7 You agree to ratify anything done by the Attorney under this power of attorney. An Attorney may delegate its powers (including the power to delegate) to any person for any period and may revoke the delegation.

If you are a trustee or if any party gives us a guarantee and indemnity as a trustee, then the following provisions shall apply:

(a) you shall be personally liable for the performance of all obligations and undertakings under these trading terms and/or under any guarantee given by you;

(b) you warrant that you have full, complete and valid authority pursuant to the trust to enter into the relevant supply contract and/or any relevant guarantee or indemnity;

(c) notwithstanding that there is no reference to a specific trust our rights of recourse shall extend to both your assets personally and the assets of the trust; and

(d) you undertake to us that your rights of indemnity against the trust assets have not been excluded by the provisions of the trust or by any breach of trust or otherwise and that you will not release or otherwise prejudice such rights of indemnity.

9.8 In these standard terms of supply, the following terms apply:

Goods mean any Olli Ella branded goods delivered by us to you pursuant to these standard trading terms; and

parties mean us and you

Size	OS
Bust	67
Waist	77
Hem	79.5
Total Length	115

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