Wholesale Terms & Conditions

General

Ugly Swan agrees to supply the Retailer on a non-exclusive basis with Products for sale on the terms and conditions set out in this Agreement. The Retailer agrees to sell and promote the Products offered by the Wholesaler on the terms and conditions set out in this Agreement.

Definitions

In this Agreement, unless the context requires another meaning:

“Authorised Persons” means directors, employees, officers and associates legally bound to keep confidential any of the Confidential Information disclosed by either Party on terms no less onerous than those set out herein.

“Commencement Date” means the date of this Agreement.

“Confidential Information” means any and all information that is disclosed, either directly or indirectly in any form written, oral, and electronic or any other forms by either Party to the other or any of its affiliates or subsidiaries for the purpose of commercial discussions and negotiations with each other in respect of manufacturing and supply of Products and associated goods (“Purpose”).

“Insolvency Event” means the happening of any of these events:

An application is made to a court for an order that a party be wound up or that a provisional liquidator be appointed (unless the application is withdrawn, struck out or dismissed within thirty (30) days of it being made);
A liquidator is appointed in respect of a party;
A resolution is passed or a decision taken to appoint an administrator in respect of a party or there is a controller in respect of any of its assets;
A party becomes an insolvent under administration as defined in the Corporations Act or action is taken which could result in that event;
As a result of the operation of the Corporations Act, a party is taken to have failed to comply with a statutory demand; and
Anything having a substantially similar effect to any of the events specified above happens under the law of any jurisdiction.

“Party” means either Ugly Swan and/ or the Retailer as the context applies.

“Prices” means the prices listed in Schedule 2 of this Agreement

“Products” means the products listed in Schedule 1 of this Agreement and any other products which the parties hereto agree in writing shall be subject to this Agreement.

Term

This Agreement shall commence on the Commencement Date and shall continue for 1 year or as varied by mutual agreement of the parties. The obligation of confidentiality contained in this Agreement shall survive for a period of 5 years from the date of expiry hereof or any extension.

Extension of Term

At least of 90 days before the end of the term the Retailer may by written notice to Ugly Swan request an extension of a further term of the contract upon terms and conditions to be agreed whereupon Ugly Swan may agree an extension or decline it in its absolute discretion.

Ugly Swan and Retailer Responsibilities

Ugly Swan agrees to use its reasonable efforts to supply Products on a timely basis to fill the Retailer’s orders. This is subject to the manufacturer availability, the provision of a purchase order and that the Retailer has no outstanding account to Ugly Swan.
The Retailer shall be able to resell Products from a physical salon or outlet upon such other terms and conditions as Ugly Swan shall reasonably determine from time to time in its absolute discretion and as otherwise set out in this Agreement.
The Retailer must submit orders that seek the supply of a minimum of 12 units of the Product.
The Retailer will not sell the Product at a price less than the recommended retail price determined by Ugly Swan and varied from time to time.

Marketing

The Retailer will only use the marketing, advertising and promotional materials for the Product supplied to it by Ugly Swan on any online stores or websites. Any other marketing, advertising, or promotional materials for the Product which the Retailer intends to use for this purpose requires Ugly Swan’s written consent; and
The Retailer is not to alter in any way the marketing, advertising or promotional materials it receives from Ugly Swan.

Prices

Ugly Swan shall supply Products to the Retailer at the Price stated in Schedule 2. It is entitled to vary the Price in its absolute discretion by giving written notice to the Retailer which variation shall apply to all orders placed after the date of notification.

Payment

All orders must be accompanied by credit card payment or bank transfer in full prior to delivery.
Visa, MasterCard and Direct Bank Deposit are all acceptable forms of payment.
Orders will be charged actual shipping costs.
Payments must cleared prior to delivery.
Unless otherwise agreed in writing by Ugly Swan, all orders shall be expressed and payments made in Australian currency.

Delivery

Ugly Swan will arrange delivery of the Products in a timely manner after receipt of payment for the orders placed and promptly shall notify the Retailer in writing of each delivery.
The Retailer will have no right of action against Ugly Swan in respect of any loss occurring to it by reason of any delay in delivery occasioned by shortage of stock, delays in transit or delays caused by any means outside of the control of Ugly Swan.
Risk of loss shall pass from Ugly Swan to the Retailer once each order of Products is dispatched.

Errors, Returns and Warranty

Order errors and/ or defects must be brought to Ugly Swan’s attention within 2 business days of receipt of delivery by the Retailer.
If a Product is defective, Ugly Swan will accept a return of the Products at the Retailer’s cost and Ugly Swan will offer a replacement within 30 days of sale.
To the extent permitted by the law, Ugly Swan excludes any liability or obligation howsoever arising.
Ugly Swan does not accept returns of the Products as a result of obsolescence or failure by the Retailer to sell.

Confidentiality

The pricing of the Products as well as any terms and conditions set out in this Agreement are strictly confidential.

Default

If:

Within fourteen (14) days of receipt of notice from Ugly Swan the Retailer fails to remedy any breach of this Agreement if such breach is capable of being remedied; or
The Retailer breaches this Agreement and such breach is not in the reasonable opinion of Ugly Swan, capable of being remedied; or
There occurs an Insolvency Event in respect of the Retailer;

Then the Wholesaler shall be entitled upon giving 14 days written notice to the Retailer to terminate this agreement and claim for any damages, loss or cost occasioned by the breach.

General Provisions

Schedules

All schedules attached to this Agreement, may be changed by mutual agreement of the Parties. Such changes may include, but are not limited to, changes in available Products, prices and minimum quantities. All schedules, as amended from time to time, shall form part of this Agreement.

Non-assignment

The Retailer shall not assign this Agreement or any interest therein directly or indirectly, including by sale or transfer of its business or any interest therein in whole or in part, without the prior written approval of Ugly Swan which may be given or withheld in Ugly Swan’s absolute discretion.

Severability

If any provision of this Agreement or the application thereof in any particular circumstance is held illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect any other provision hereof. This Agreement shall, in such circumstances, be deemed modified to the extent necessary to render enforceable the provisions hereof to the fullest extent permitted by law.

Variation

A variation of any term of this Agreement must be in writing and signed by the parties.

Jurisdiction

The Parties agree to submit to the non-exclusive jurisdiction of the Courts of Western Australia.

Schedule 1

Description of Products

Scream-Free Brushes

Scream-Free Brush Maxi
Colour Variants – Chameleon, Black

Scream-Free Palm Flexi
Colour Variants – Rose Gold – Chameleon

Unicorn Hair Towels
Colour Variants – Tie Dye Lilac, Tie Dye Pink, Tie Dye Blue, Plain Pink & Plain Charcoal

Scream-Free Wild Range Brushes

Maxi Wild
Colour Variants - Black Mamba, Flamingo, Gold

Palm Flexi Wild
Colour varinants – Black Mamba, Flamingo, Gold

Wild Hair Towels
Zebra, Leopard and Snake

Schedule 2

Prices

Scream-Free Brush Maxi Colour Variants – Chameleon, Black	$18.18 + GST Retail $39.95
Scream-Free Palm Flexi Colour Variants – Rose Gold – Chameleon	$18.18 + GST Retail $39.95
Unicorn Hair Towels Colour Variants – Tie Dye Lilac, Tie Dye Pink, Tie Dye Blue, Plain Pink & Plain Charcoal	$18.18 +GST Retail $45
Scream-Free Wild Range Brushes	Scream-Free Wild Range Brushes
Maxi Wild Colour Variants - Black Mamba	$18.18 + GST Retail $39.95
Palm Flexi Wild Colour variants – Flamingo, Gold	$22.73 + GST Retail $45
Wild Hair Towels Zebra, Leopard and Snake	$22.73 + GST Retail $55