AU Barn Door Wholesale Terms + Conditions AU Barn Door   WHOLESALE TERMS + CONDITIONS   AS AT 1 January 2019     INTRODUCTION These wholesale terms and conditions (Wholesale Terms and Conditions) apply to every contract of sale between OIT Australia PTY LTD [ACN 620 420 215] (AU Barn Door) and a retailer approved by AU Barn Door to resell its products through its retail outlet (Approved Retailer). AU Barn Door is a door and hardware brand selling its own label brand doors and accessory products in Australia through its own website aubarndoor.com.au (Website) and through approved retail outlets within Australia. By requesting AU Barn Door supply products to an Approved Retailer, the Approved Retailer acknowledges and agrees (or is deemed to acknowledge and agree) to these Wholesale Terms and Conditions and any other terms, conditions and policies published by AU Barn Door on its website from time to time, which the Approved Retailer may be subject to as a user of AU Barn Door’s No other terms, agreements or contracts whatsoever govern the relationship between AU Barn Door and an Approved Retailer, for example agreements or contracts with sale representatives or agents of either the Approved Retailer or AU Barn Door. All amounts expressed in this agreement are in Australian dollars. Any questions regarding these Wholesale Terms and Conditions should be directed to AU Barn Door.   APPROVED RETAILERS AU Barn Door sells only to Approved Retailers for resale through their respective approved retail outlets. Approval is required from AU Barn Door for each individual outlet operated by a retailer, whether bricks and mortar or an online store. Applications for approval should be made in the name of the individual retail outlet, even if a retailer operates multiple retail outlets. Retailers wishing to become an Approved Retailer should apply by completing a Wholesale Application Form for each retail outlet they wish to resell through. The Wholesale Application Form is available on the AU Barn Door Website or can be emailed upon request. All information requested on the Wholesale Application Form must be completed and provided. Incomplete Wholesale Application Forms will not be processed and will be returned for full completion. AU Barn Door may, at its absolute discretion, require further information after receiving a completed Wholesale Application Form. AU Barn Door may decide, in its own absolute discretion, whether to approve or not to approve, an applicant. AU Barn Door 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. AU Barn Door permit the sale of its products via Facebook, Ebay, Gumtree, TradeMe or their equivalent. Approved Retailers may promote, advertise and list AU Barn Door products through Facebook, Instagram and other social media outlets, and AU Barn Door  permit sale of its products on social media. Under no circumstances will AU Barn Door process new orders or ship existing orders for any existing Approved Retailer who has an outstanding account. AU Barn Door is adequately represented on the internet in Australia and and until further notice will not be approving any further online store applications. It is not automatic that an Approved Retailer with a bricks and mortar approved retail outlet, will be given approval for their online store. An online store is considered and treated as a separate and additional outlet. If an Approved Retailer with both an online store and a bricks and mortar store, closes its bricks and mortar store, then the online outlet’s approval will cease at the end of the season. The retailer must then complete a new Wholesale Application Form and reapply to AU Barn Door for approval to be a sole internet retailer for the following season.   APPROVED RETAIL OUTLETS An Approved Retailer is only authorised to resell AU Barn Door products through its approved retail outlet. If an Approved Retailer wishes to resell AU Barn Door 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. As a general rule AU Barn Door will only approve a retailer’s outlet if it considers it to be a suitable door & hardware store or a store that has a door & hardware section or allocated area. As a general rule AU Barn Door will not approve resale through an outlet in a geographic location it considers AU Barn Door is already adequately represented. A retailer will only be approved by AU Barn Door if it is satisfied that the retailer will ensure that at all times AU Barn Door’S products are displayed, promoted and sold in accordance with AU Barn Door’S standards for approved retail store outlets, set out at section 4 below. If an Approved Retailer does not place orders for the minimum amount required under these Wholesale Terms and Conditions for any reason, AU Barn Door may terminate their approval and they may lose any exclusivity in respect of its geographic location and risk having to reapply for approval as a AU Barn Door retailer before ordering for any subsequent season, potentially competing with other applicants in the same geographic location. If an Approved Retailer operates two (2) or more approved outlets and does not place a order for the minimum amount required under these Wholesale Terms and Conditions for one or more of those outlets for any season, AU Barn Door may terminate their approval and the outlet or outlets may lose any exclusivity in respect of their geographic location and risk having to reapply for approval as a AU Barn Door retailer before ordering for any subsequent season, potentially competing with other applicants in the same geographic location.   CONTRACT OF SALE; MINIMUM ORDER REQUIREMENTS A contract of sale exists between AU Barn Door and an Approved Retailer, for the supply of products only once AU Barn Door has accepted the order in writing and the Approved Retailer has paid AU Barn Door its deposit referred to in section 5 below. Once an order has been placed AU Barn Door will send the Approved Retailer an email notifying them that AU Barn Door 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. By placing an order with AU Barn Door the Approved Retailer agrees to accept and be bound by AU Barn Door’s policies detailed on its Website and contained in the Wholesale Terms and Conditions current at the time of placing the order. AU Barn Door does not accept credit accounts in any circumstances. NEW ORDERS WILL NOT BE ACCEPTED, AND STOCK WILL NOT BE RESERVED FOR ANY CURRENT APPROVED RETAILERS WITH OUTSTANDING ACCOUNTS OR WHO OWE MONIES TO AU Barn Door. ALL OUTSTANDING PREVIOUS  ACCOUNTS MUST BE PAID IN FULL BEFORE A NEW ORDER WILL BE ACCEPTED AND PROCESSED BY AU Barn Door.   Orders that are submitted after the designated timeframe will only be approved at AU Barn Door’S absolute discretion. Orders that do not comply with the minimum quantity requirements or do not comply for any other reason will only be accepted at AU Barn Door’S AU Barn Door is not obliged to accept any order, whether it complies with minimum ordering requirements or not. For the first order an Approved Retailer places for doors, the minimum order spend is $2,000.00 excluding GST. For hardware orders the minimum order spend is $500.00 excluding GST. For accessories orders throughout the year, the minimum order spend is $500.00 excluding GST. All Approved Retailers are responsible for delivery charges, this will be allocated at the time of the order being approved. International Approved Retailers are able to use their own shipping account to book shipments once they are ready to be shipped, occasionally if AU Barn Door 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] PAYMENT + DEPOSITS AU Barn Door has committed to paying its manufacturers for products prior to shipment of the goods to AU Barn Door from the manufacturer. To create and maintain a seamless production timeline AU Barn Door requires 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 AU Barn Door. All new Approved Retailers are required to pay full purchase price of the products ordered (including GST and delivery charges) at time of their first order. The Approved Retailer has the option to pay via credit card (Visa or MasterCard), Paypal or bank transfer. If bank transfer is selected AU Barn Door will not process the order until cleared funds are available in AU Barn Door’S bank account. If Paypal is used, the Approved Retailer must pay an additional amount at the time of payment to cover Paypal transaction fees. For subsequent orders, Approved Retailers must pay a 30% deposit on the full purchase price of the products ordered (excluding delivery charges) at time of order. The Approved Retailer has the option to pay via credit card (Visa or MasterCard), Paypal or bank transfer. If bank transfer is selected AU Barn Door’S will not process the order until cleared funds are available in AU Barn Door’S bank account. If Paypal is used, the Approved Retailer must pay an additional amount at the time of payment to cover Paypal transaction fees. Once stock has arrived at AU Barn Door’S warehouse AU Barn Door will contact the Approved Retailer and issue an invoice for the remaining balance of the payment price of the products, GST and delivery charges. AU Barn Door WILL NOT SHIP AN ORDER UNTIL THE INVOICE FOR THE REMAINING BALANCE OF THE PAYMENT PRICE IS PAID IN FULL. The Approved Retailer has the option to pay via credit card (Visa or MasterCard), Paypal or bank transfer. If bank transfer is selected AU Barn Door’S will not process the order until cleared funds are available in AU Barn Door’S bank account. If Paypal is used, the Approved Retailer must pay an additional amount of $50.00 at the time of payment to cover Paypal transaction fees. AU Barn Door 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 AU Barn Door. AU Barn Door will then notify the Approved Retailer of the delivery tracking details. AU Barn Door picks, packs and prepares all orders on a first paid first shipped basis. To expedite the processing of and delivery of orders AU Barn Door recommends prepaid the orders. AU Barn Door shall retain and set aside products ordered by an Approved Retailer for 30 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 AU Barn Doormay 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, AU Barn Door may terminate its approval and the retailer must complete a new Wholesale Application Form if they then wish to place future orders with AU Barn Door for another season and this will request will likely be denied. STANDARDS FOR APPROVED RETAILERS AU Barn Door products must be displayed in accordance with our standards. AU Barn Door products must be well presented and displayed in a prominent position in the store. All garments must be steamed or pressed, in particular cotton dresses and button down shirts, prior to being put on display. AU Barn Door products must feature display for one week per season. Any show cards provided to the Approved Retailer by AU Barn Door must be displayed prominently. Staff must be familiar with the AU Barn Door brand and be able to describe its qualities confidently and appropriately.   USE OF AU Barn Door IMAGES Each season AU Barn Door 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. AU Barn Door’S images, photographs, logos and all other material created by AU Barn Door are the subject of copyright. They must not be used, reproduced or disseminated without the prior express approval of AU Barn Door and then only in accordance with the terms of such approval. Unless AU Barn Door specifies otherwise, an approval remains current for the season in which they are issued. All photos posted on the AU Barn Door Instagram account may be screenshot and reposted by the Approved Retailer on the condition that AU Barn Door 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.   RECOMMENDED RETAIL PRICES; SALE EXCLUSIONS; LAUNCHES; NO PRE-SALE AU Barn Door 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. The prices at which an Approved Retailer sells, offers for sale or advertises AU Barn Door products is entirely a matter for the Approved Retailer. The Approved Retailer acknowledges that new  launches will take place at a time and date determined and notified by AU Barn Door. AU Barn Door has a very large and influential INSTAGRAM following and has developed a very clear marketing strategy of launching a range on Instagram via building a ‘hype’ about the range and products. This has proved to be a very effective means to boost sales at the start of the season. It is beneficial for all if the range is marketed to AU Barn Door’S whole social media audience. Any images used during this ‘hype’ build up phase on our Instagram page are able to be reposted in accordance with section 7. AU Barn Door may 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 AU Barn Door via email to arrange this either before or during the season if there is something in particular an Approved Retailer wishes AU Barn Door to focus on. AU Barn Door often sells out of certain styles. If at the end of the season an Approved Retailer has stock left of certain items AU Barn Door may if requested, direct buyer enquiries to the Approved Retailer. Whilst being mindful of retail stores sale periods AU Barn Door reserves 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. AU Barn Door is permitted  pre-sale of its products by Approved Retailers under any circumstances. Approved Retailers can sell AU Barn Door products in their actual possession, following their order being checked on the delivery from AU Barn Door.   CANCELATION An order placed by an Approved Retailer is binding on the Approved Retailer once it is accepted by AU Barn Door in writing and the deposit is paid by the Approved Retailer. 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 AU Barn Door in writing of its intention to change or cancel its order. If an approved order is cancelled within this time period, AU Barn Door will return the Approved Retailer’s deposit in full within 7 days. If an order is changed, AU Barn Door 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, AU Barn Door will not adjust the deposit already received, however the remaining balance due will be decreased accordingly. If an Approved Retailer wishes to change an order after the time specified in clause 9(2), AU Barn Door may in its absolute discretion, charge the Approved Retailer a fee of 10% of the order value (excluding GST), to cover AU Barn Door’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. If an Approved Retailer wishes to cancel an order after the time specified in clause 9(2) above, AU Barn Door may in its absolute discretion, retain all or any part of the deposit paid by the Approved Retailer. AU Barn Door 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 AU Barn Door notifies an Approved Retailer in writing. Any deposit paid to AU Barn Door will be returned to the Approved Retailer. AU Barn Door may have at law, AU Barn Door is not obliged to supply goods in relation to any contract of sale and may cancel any contract at any time if: an Approved Retailer is in breach of any term of these Wholesale Terms and Conditions; an Approved Retailer has provided any false or misleading information to AU Barn Door, including information contained in the Wholesale Application Form or correspondence; being an individual, the Approved Retailer is made bankrupt; and/or being a company, the Approved Retailer is placed in liquidation or receivership, and AU Barn Door may in its absolute discretion, retain all or any part of the deposit paid by the Approved Retailer; AU Barn Door ceases wholesaling all or part of its product range.   DELIVERY For orders within Australia:  unless otherwise agreed in writing, AU Barn Door 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 AU Barn Door may include insurance for the Goods during transit, AU Barn Door 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.   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 AU Barn Door 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.   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.   AU Barn Door 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 AU Barn Door 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 AU Barn Door as soon as it is known that there will be items delayed (see also section 7 below).   AU Barn Door will generally use E-go to obtain the best rate for large interstate  orders. We use Australia Post Express Post small satchels for domestic shipping. Shipping from Melbourne,  Victoria will always take more than one (1) day. The standard time being between 2 – 9 working days, even when Express Post or courier is used. Requests for overnight delivery will be denied. AU Barn Door 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 AU Barn Door, its agents or contractors. AU Barn Door uses its best endeavours to supply exactly what has been ordered. If however, an order is delivered incorrectly, an Approved Retailer should contact AU Barn Door 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 AU Barn Door. 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, this ensures that there is no PRESALE online before the stock is in the possession of the Approved Retailer. AU Barn Door uses its best endeavours to produce products exactly as per samples which have been shown in the seasonal brochure. However, from time to time the colour, design or pattern of a product may be modified in production. Such changes are usually made by AU Barn Door’S manufacturers, contractors or suppliers and are out of AU Barn Door’S In this instance AU Barn Door will notify Approved Retailers of any changes to a product, however AU Barn Door shall not be liable for any loss or damage incurred by an Approved Retailer as a result of such modifications. If modifications to a product are significant, AU Barn Door may supply new images to the Approved Retailer. If an Approved Retailer is unhappy with any production modifications to a product AU Barn Door 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.   RETURNS In the case of any customer returns Approved Retailers should contact AU Barn Door directly so that AU Barn Door can assess the returned item before a refund is offered to customers. In most cases return is not acceptable, as the item will be not resellable after the transportation. The Approved Retailer acknowledges that AU Barn Door products must be installed only in accordance with the installing instruction in the box of the item. If an item is defective, either in workmanship or materials, AU Barn Door 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. AU Barn Door will not under any circumstances, accept returns on its products for poor sell through or non-performance. LIMITATION OF LIABILITY AU Barn Door 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 AU Barn Door, its agents or contractors or otherwise. AU Barn Door shall not be liable for any indirect or consequential loss of any kind. 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. CHANGES TO WHOLESALE TERMS AND CONDITIONS AU Barn Door 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. The Wholesale Terms and Conditions will be sent to wholesale applicants when they request a Wholesale Application Form from AU Barn Door to sell its products. By submitting a Wholesale Application Form to AU Barn Door retailers are deemed to agree to these Wholesale Terms and Conditions. Approved Retailers will not be notified of changes to the Wholesale Terms and Conditions made from time to time. The current version of the Wholesale Terms and Conditions is made available on the Website for Approved Retailers to review. By placing orders with AU Barn Door, Approved Retailers are deemed to have read and agree to be bound by the Wholesale Terms and Conditions. All orders will be supplied by AU Barn Door in accordance with these Wholesale Terms and Conditions. TERMINATION In addition to the circumstances set out in these Wholesale Terms and Conditions AU Barn Door 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. RIGHT OF SET OFF AU Barn Door may at any time, without limiting any other rights or remedies, set off any amount owed to AU Barn Door by an Approved Retailer, against any amounts payable by AU Barn Door to an Approved Retailer, including but not limited to any deposit paid by an Approved Retailer.   FORCE MAJEURE AU Barn Door 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 AU Barn Door. NOTICES Notices will be deemed to be delivered when sent by email to the email address of the Approved Retailer provided to AU Barn Door in the Wholesale Application Form. These notices will be kept as proof of AU Barn Door attempting to communicate with an Approved Retailer, especially in regard to late payments. It is the responsibility of the Approved Retailer to provide correct email addresses. Approved Retailers are required to inform AU Barn Door in writing if contact or delivery details change. AU Barn Door takes no responsibility whatsoever for orders shipped to incorrect addresses if AU Barn Door has not been notified in writing of a change of address. All notices to AU Barn Door must be sent via email to: aubarndoor@gmail.com CONFIDENTIALITY All personal information given to AU Barn Door will be dealt with in a confidential manner. GOVERNING LAW The laws of Victoria Australia shall apply to these Wholesale Terms and Conditions.