These wholesale terms and conditions apply to every contract of sale between EMBODY DENIM (Trading) PTY LTD T/A Embody Women [617 281 919 ] (EMBODY DENIM ) and a retailer approved by EMBODY DENIM to resell its products through its retail outlet (Approved Retailer).
EMBODY DENIM is a WOMENSWEAR brand selling its own label brand clothing and accessory products in Australia and Internationally through its own website www.embodywomen.com (Website) and through approved retail outlets within Australia and Internationally.
By requesting EMBODY DENIM to 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 EMBODY DENIM on its website f rom time to time, which the Approved Retailer may be subject to as a user of EMBODY DENIM
No other terms, agreements or contracts whatsoever govern the relationship between EMBODY DENIM and an Approved Retailer, for example agreements or contracts with sale representatives or agents of either the Approved Retailer or EMBODY DENIM
All amounts expressed in this agreement are in Australian dollars.
Any questions regarding these Wholesale Terms and Conditions should be directed to EMBODY DENIM.
EMBODY DENIM sells only to Approved Retailers for resale through their respective approved retail outlets.
Approval is required f rom EMBODY DENIM 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 EMBODY DENIM 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. EMBODY DENIM may, at its absolute discretion, require further information after receiving a completed Wholesale Application Form.
EMBODY DENIM may decide, in its own absolute discretion, whether to approve or not to approve, an applicant. EMBODY DENIM 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.
EMBODY DENIM does not permit the sale of its products via Facebook, Ebay, Gumtree, TradeMe or their equivalent.
Approved Retailers may promote, advertise and list EMBODY DENIM products through Facebook, Instagram and other social media outlets, however EMBODY DENIM does not permit sale of its products on social media.
Under no circumstances will EMBODY DENIM process new orders or ship existing orders for any existing Approved Retailer who has an outstanding account.
EMBODY DENIM is adequately represented on the internet in Australia and New Zealand 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 EMBODY DENIM for approval to be a sole internet retailer for the following season.
An Approved Retailer is only authorised to resell EMBODY DENIM products through its approved retail outlet. If an Approved Retailer wishes to resell EMBODY DENIM 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 EMBODY DENIM will only approve a retailer’s outlet if it considers it to be a suitable childrenswear store or a store that has a childrenswear section or allocated area. EMBODY DENIM is unlikely to approve resale through any other kinds of stores such as pharmacies, newsagencies or cafes.
As a general rule EMBODY DENIM will not approve resale through an outlet in a geographic location it considers EMBODY DENIM is already adequately represented.
A retailer will only be approved by EMBODY DENIM if it is satisf ied that the retailer will ensure that at all times EMBODY DENIM products are displayed, promoted and sold in accordance with EMBODY DENIMS standards for approved retail store outlets, set out at section 4 below.
If an Approved Retailer does not place a seasonal order for the minimum amount required under these Wholesale Terms and Conditions for any season, EMBODY DENIM 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 EMBODY DENIM retailer before ordering for any subsequent season, potentially competing with other applicants in the same geographic location.
A contract of sale exists between EMBODY DENIM and an Approved Retailer, for the supply of products only once EMBODY DENIM has accepted the order in writing and the Approved Retailer has paid EMBODY DENIM its deposit referred to in section 5 below. Once an order has been placed EMBODY DENIM will send the Approved Retailer an email notifying them that EMBODY DENIM 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 conf irms the order or notif ies the Approved Retailer of any changes which have been applied.
By placing an order with EMBODY DENIM the Approved Retailer agrees to accept and be bound by EMBODY DENIMS policies detailed on its Website and contained in the Wholesale Terms and Conditions current at the time of placing the order.
EMBODY DENIM 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 EMBODY DENIM. ALL OUTSTANDING PREVIOUS SEASON’S ACCOUNTS MUST BE PAID IN FULL BEFORE A NEW SEASON’S ORDER WILL BE ACCEPTED AND PROCESSED BY HUBBLE + DUKE.
For each season EMBODY DENIM will publish a seasonal clothing look book and wholesale price list with an order form.
Orders must be placed within the timef rame specif ied in the season’s look book and order form, as determined by EMBODY DENIM or its sale representatives. If an order is not made by an Approved Retailer during this time EMBODY DENIM reserves the right to approach and/or sell to another retail outlet the Approved Retailer’s geographic location.
Orders that are submitted after the designated timef rame will only be approved at EMBODY DENIM 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 EMBODY DENIM
EMBODY DENIM is not obliged to accept any order, whether it complies with minimum ordering requirements or not.
For the f irst order an Approved Retailer places for products in a seasonal clothing catalogue or price list published by EMBODY DENIM (seasonal order), the minimum order spend is $2,000.00 excluding GST.
For top up orders during the same season after a seasonal order, the minimum order spend is $500.00 excluding GST.
International Approved Retailers are not required to pay 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 EMBODY DENIM 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]
EMBODY DENIM has committed to paying its manufacturers for products prior to shipment of the goods to EMBODY DENIM f rom the manufacturer. To create and maintain a seamless production timeline EMBODY DENIM 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 EMBODY DENIM.
All new Approved Retailers are required to pay a 50% deposit on the full purchase price of the products ordered (excluding GST and delivery charges) at time of their f irst order. The Approved Retailer has the option to pay via credit card (Visa or MasterCard), Paypal or bank transfer. If bank transfer is selected EMBODY DENIM will not process the order until cleared funds are available in EMBODY DENIM’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.
For subsequent orders, Approved Retailers must pay a 30% deposit on the full purchase price of the products ordered (excluding GST and 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 EMBODY DENIM will not process the order until cleared funds are available in EMBODY DENIMS 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.
Once stock has arrived at EMBODY DENIM’S warehouse we will contact the Approved Retailer and issue an invoice for the remaining balance of the payment price of the products, GST and delivery charges. EMBODY DENIM 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 EMBODY DENIM will not process the order until cleared funds are available in EMBODY DENIMS bank account. If Paypal is used, the Approved Retailer must pay an additional amount of 2.5% at the time of payment to cover Paypal transaction fees.
EMBODY DENIM 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 EMBODY DENIM. EMBODY DENIM will then notify the Approved Retailer of the delivery tracking details.
EMBODY DENIM picks, packs and prepares all orders on a f irst paid f irst shipped basis.
To expedite the processing of and delivery of orders EMBODY DENIM ecommends supplying credit card details and a charge authority on your Wholesaler Application Form.
EMBODY DENIM shall retain and set aside products ordered by an Approved Retailer for 30 days only after the Approved Retailer has been notif ied that their stock is ready to ship. If an Approved Retailer fails to pay the outstanding balance of their order EMBODY DENIM may 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, EMBODY DENIM may terminate its approval and the retailer must complete a new Wholesale Application Form if they then wish to place future orders with EMBODY DENIM for another season and this will request will likely be denied.
EMBODY DENIM products must be displayed in accordance with our standards.
EMBODY DENIM 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.
EMBODY DENIM products must feature in the window display for one week per season.
Any show cards provided to the Approved Retailer by EMBODY DENIM must be displayed prominently.
Staff must be familiar with the EMBODY DENIM brand and be able to describe its qualities conf idently and appropriately.
Each season EMBODY DENIM shall provide studio and campaign images with specif ic release dates to the Approved Retailer. Images may be used for all full priced garments and also later in the season for sale garments.
EMBODY DENIMS images, photographs, logos and all other material created by EMBODY DENIM are the subject of copyright. They must not be used, reproduced or disseminated without the prior express approval of EMBODY DENIM and then only in accordance with the terms of such approval.
Unless EMBODY DENIM specif ies otherwise, an approval remains current for the season in which they are issued.
All photos posted on the EMBODY DENIM / EMBODY WOMEN Instagram account may be screenshot and reposted by the Approved Retailer on the condition that EMBODY DENIM & EMBODY WOMEN is tagged in the photo and specif ically 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.
EMBODY DENIM 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 EMBODY DENIM products is entirely a matter for the Approved Retailer.
The Approved Retailer acknowledges that new season launches will take place at a time and date determined and notif ied by EMBODY DENIM.
EMBODY DENIM 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 benef icial for all if the range is marketed to EMBODY DENIMS 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.
EMBODY DENIM 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 EMBODY DENIM via email to arrange this either before or during the season if there is something in particular an Approved Retailer wishes EMBODY DENIM to focus on.
EMBODY DENIM often sells out of certain styles. If at the end of the season an Approved Retailer has stock left of certain items EMBODY DENIM may if requested, direct buyer inquiries to the Approved Retailer.
Whilst being mindful of retail stores sale periods EMBODY DENIM 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 f rom its own stock, but no earlier than thirty (30) days after the season launch.
EMBODY DENIM does not permit pre-sale of its products by Approved Retailers under any circumstances. Approved Retailers may only sell EMBODY DENIM products in their actual possession, following their order being checked on the delivery from EMBODY DENIM.
An order placed by an Approved Retailer is binding on the Approved Retailer once it is accepted by EMBODY DENIM 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 EMBODY DENIM in writing of its intention to change or cancel its order.
If an approved order is canceled within this time period, EMBODY DENIM will return the Approved Retailer’s deposit in full within 7 days. If an order is changed, EMBODY DENIM 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, EMBODY DENIM 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 specif ied in clause 9(2), EMBODY DENIM may in its absolute discretion, charge the Approved Retailer a fee of 10% of the order value (excluding GST), to cover EMBODY DENIMS 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 specif ied in clause 9(2) above, EMBODY DENIM may in its absolute discretion, retain all or any part of the deposit paid by the Approved Retailer.
EMBODY DENIM 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 canceled when EMBODY DENIM notif ies an Approved Retailer in writing. Any deposit paid to EMBODY DENIM will be returned to the Approved Retailer.
In addition to any additional rights EMBODY DENIM may have at law, HUBBLE + DUKE is not obliged to supply goods in relation to any contract of sale and may cancel any contract at any time if: a. An Approved Retailer is in breach of any term of these Wholesale Terms and Conditions; b. An Approved Retailer has provided any false or misleading information to EMBODY DENIM, including information contained in the Wholesale Application Form or correspondence; c. Being an individual, the Approved Retailer is made bankrupt; and/or being a company, the Approved Retailer is placed in liquidation or receivership, and EMBODY DENIM may in its absolute discretion, retain all or any part of the deposit paid by the Approved Retailer; d. EMBODY DENIM ceases wholesaling all or part of its product range.
For orders within Australia: unless otherwise agreed in writing, EMBODY DENIM 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 EMBODY DENIM may include insurance for the Goods during transit, EMBODY DENIM makes no representations and gives no warranties in respect to such insurance and the Approved Retailer will be responsible for obtaining any specif ic 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 f rom the premises of EMBODY DENIM 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 f rom the time they are made available at the place of delivery.
All export and import documentation, licenses, duties, taxes or other obligations or costs relating to the delivery of International orders shall be the responsibility of the Approved Retailer.
EMBODY DENIM 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 EMBODY DENIM 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 notif ied by EMBODY DENIM as soon as it is known that there will be items delayed (see also section 7 below).
EMBODY DENIM will generally use Sendle to obtain the best rate for large interstate and international orders. We also use Australia Post Express Post for domestic shipping of clothing or Sendle for large boxes with items such as shoes and gumboots.
Shipping to Perth, Western Australia will always take more than one (1) day. The standard time being between 2 – 5 working days, even when Express Post or courier is used. Requests for overnight delivery will be denied. International orders may take 5 – 10 working days at a minimum.
EMBODY DENIM 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 EMBODY DENIM, its agents or contractors.
EMBODY DENIM uses its best endeavours to supply exactly what has been ordered. If however, an order is delivered incorrectly, an Approved Retailer should contact EMBODY DENIM 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 EMBODY DENIM. For this reason we ask Approved Retailers to double check their stock upon arrival to ensure any mistakes are picked up immediately and rectif ied as quickly as possible, this ensures that there is no PRESALE online before the stock is in the possession of the Approved Retailer.
EMBODY DENIM uses its best endeavours to produce products exactly as per samples which have been shown in the seasonal look books. However, f rom time to time the colour, design or pattern of a product may be modif ied in production. Such changes are usually made by EMBODY DENIM manufacturers, contractors or suppliers and are out of EMBODY DENIMS control. In this instance EMBODY DENIM will notify Approved Retailers of any changes to a product, however EMBODY DENIM shall not be liable for any loss or damage incurred by an Approved Retailer as a result of such modif ications.
If modif ications to a product are signif icant, embody denim may supply new images to the Approved Retailer.
If an Approved Retailer is unhappy with any production modif ications to a product EMBODY DENIM 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.
In the case of any customer returns Approved Retailers should contact EMBODY DENIM directly so that EMBODY DENIM can assess the returned item before a refund is offered to customers.
The Approved Retailer acknowledges that EMBODY DENIM products must be washed only in accordance with the washing instruction on the Care Label of the item and must not be bleached or soaked.
If an item is defective, either in workmanship or materials, EMBODY DENIM 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.
EMBODY DENIM will not under any circumstances, accept returns on its products for poor sell through or non-performance.
To the extent permitted by law, EMBODY DENIM excludes any liability or obligation, whether arising under a statute or the general law and whether or not resulting f rom negligence on the part of EMBODY DENIM, its agents or contractors or otherwise.
EMBODY DENIM 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.
EMBODY DENIM may change these Wholesale Terms and Conditions and any other terms and conditions appearing on its Website, at any time and f rom time to time.
The Wholesale Terms and Conditions will be sent to wholesale applicants when they request a Wholesale Application Form f rom EMBODY DENIM to sell its products.
By submitting a Wholesale Application Form to EMBODY DENIM retailers are deemed to agree to these Wholesale Terms and Conditions.
Approved Retailers will not be notif ied of changes to the Wholesale Terms and Conditions made f rom 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 EMBODY DENIM, Approved Retailers are deemed to have read and agree to be bound by the Wholesale Terms and Conditions.
All orders will be supplied by EMBODY DENIM in accordance with these Wholesale Terms and Conditions.
In addition to the circumstances set out in these Wholesale Terms and Conditions EMBODY DENIM 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.
EMBODY DENIM may at any time, without limiting any other rights or remedies, set off any amount owed to EMBODY DENIM by an Approved Retailer, against any amounts payable by EMBODY DENIM to an Approved Retailer, including but not limited to any deposit paid by an Approved Retailer.
EMBODY DENIM 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 EMBODY DENIM.
Notices will be deemed to be delivered when sent by email to the email address of the Approved Retailer provided to EMBODY DENIM in the Wholesale Application Form.
These notices will be kept as proof of EMBODY DENIM 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 EMBODY DENIM in writing if contact or delivery details change.
EMBODY DENIM takes no responsibility whatsoever for orders shipped to incorrect addresses if EMBODY DENIM has not been notif ied in writing of a change of address.
All notices to EMBODY DENIM must be sent via email to: Natalie Wakeling (sales@embodydenim.com.au).
All personal information given to EMBODY DENIM will be dealt with in a conf idential manner.
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