ROCK YOUR BABY TERMS & CONDITIONS OF TRADING
AS AT 10 FEBRUARY 2014
1 TERMS OF SALE
- Rock Your Baby sells only to approved retailers for resale through approved retail outlets.
- Rock Your Baby is not currently seeking any new internet stores in Australia or New Zealand.
- Rock Your Baby does not sell indent. Rock Your Baby sells for the current season and provides a stock service until sold out.
- Rock Your Baby does not permit sale of its product via Facebook, Ebay, Gumtree, TradeMe or their equivalent.
- Approved retailers may promote, advertise and list Rock Your Baby product through Facebook and other social media outlets, however Rock Your Baby does not permit sale of product on social media.
- Rock Your Baby will not process orders or hold stock for any existing stockist who has an outstanding account.
- Once a proforma invoice has been issued to a stockist, the stockist has three working days to make payment. During this time Rock Your Baby will hold the stock to complete the proforma order. If, after three working days, the stockist has not made payment, or made a 30% deposit to hold the stock, then this stock will be available to other retailers.
2 APPROVED RETAILERS
- A retailer wishing to become an approved Rock Your Baby retailer should apply by completing a Wholesale Application which is available on our website.
- All information requested on the Wholesale Application form must be provided. Rock Your Baby may require further information after receiving the completed form.
- Rock Your Baby will decide, in its own absolute discretion, whether to approve an applicant. We may decide to grant an approval subject to conditions in which case the approval will only become effective if the applicant accepts the conditions in writing.
- Rock Your Baby is adequately represented on the internet in Australia and New Zealand and until further notice will not be approving any further internet store applications. It is not automatic that an approved retail outlet will be given approval for their online store. An online store is considered and treated as an additional outlet.
- If an approved retail outlet, with an approved online store, closes its bricks and mortar store, then the online outlet approval will cease at the end of the season. The retailer must then reapply to be a sole internet stockist for the following season.
3 APPROVED RETAIL OUTLETS
- An approved retailer is only authorised to resell Rock Your Baby products through an approved retail outlet. If an approved retailer wishes to resell Rock Your Baby products through any different or additional outlet, including an online store, beyond the approved outlet, then the retailer must complete a new Wholesale Application form, as individual approvals are required for each individual outlet.
- Rock Your Baby will decide, in its own absolute discretion, whether to approve a retail outlet. We may decide to approve a retail outlet subject to conditions, in which case the approval will only become effective if the applicant accepts the conditions in writing.
- As a general rule Rock Your Baby will only approve an outlet that is a suitable children's wear or baby's wear store or a store that has a children's wear or baby's wear section or allocated area. We are unlikely to approve resale through any other kinds of stores such as pharmacies, newsagencies or cafes.
- As a general rule we will not approve resale through an outlet in a geographic area where we consider Rock Your Baby is already adequately represented.
- A retail store will only be approved as a Rock Your Baby retail outlet if Rock Your Baby is satisfied that its products will be displayed, promoted and sold in accordance with Rock Your Baby's standards for approved retail store outlets.
- An approved retailer must ensure that, at all times, Rock Your Baby products are displayed, promoted and sold at the retailer's approved outlet in accordance with Rock Your Baby's standards for approved retail store outlets.
- As previously stated, all Rock Your Baby products must be displayed in accordance with our standards. It is important that all garments are steamed or pressed, in particular cotton dresses and button down shirts, prior to being put on display.
- Rock Your Baby is already adequately represented on the internet and until further notice will not be accepting any applications for approval of an internet outlet in Australia or New Zealand.
- If an approved retailer does not place a seasonal order for the minimum amount required under these terms and conditions for any season, the retailer may lose its exclusive territory and risk having to reapply for approval as a Rock Your Baby retailer before ordering for any subsequent season.
- If an approved retailer operates 2 or more approved outlets and does not place a seasonal order for the minimum amount required under these terms and conditions for one or more of those outlets for any season, the outlet or outlets will risk losing exclusive territory and may have to reapply for approval of that outlet or those outlets before ordering for any subsequent season for the outlets.
4 STANDARDS FOR APPROVED RETAIL STORE OUTLETS
- Rock Your Baby products must be well presented and displayed in a prominent position in the store. All garments must be steamed before being displayed on the shop floor.
- Rock Your Baby products must feature in the window display at least quarterly for at least one week.
- Approved account outlets will automatically lose their credit account status if they fail to comply with the Rock Your Baby payment terms as agreed between the retailer and Rock Your Baby.
- If Rock Your Baby supplies show cards, they must be displayed prominently.
- Staff must be familiar with the Rock Your Baby brand and be able to describe its qualities confidently and appropriately.
5 USE OF ROCK YOUR BABY IMAGES
- Rock Your Baby's images, photographs, logos and all other material created by Rock Your Baby are copyrighted. They must not be used, reproduced or disseminated without the prior express approval of Rock Your Baby and then only in accordance with the terms of the approval.
- Unless Rock Your Baby specifies otherwise, an approval remains current for the season in which they are issued.
- By placing an order with Rock Your Baby a retailer agrees to accept and be bound by Rock Your Baby's policies and terms and conditions current at the time of placing the order.
- Rock Your Baby issues seasonal catalogues and price lists, usually bi-annually. Unless Rock Your Baby agrees otherwise, products may only be ordered from a catalogue or price list current at the time of the order.
- If particular products are in packs or minimum quantities, they must be ordered in those packs or quantities. If assortments, colours or sizes are optional, orders must specify a selection otherwise we will make the selection.
- The first order a retailer places for products in a seasonal catalogue or price list (seasonal order) must be for a total minimum amount of $AUD2,500 or, for an internet retailer, a total minimum amount of $AUD8,000 for the winter season or $10,000 for the summer season.
- Orders will not be accepted and stock will not be reserved for any current outlets with outstanding accounts. All previous season’s accounts must be paid in full before a new season’s order can be accepted and processed.
- Seasonal orders should be placed as soon as possible after the launch of Rock Your Baby's seasonal ranges to help ensure availability.
- If you do not place an order within four weeks of the release of the season’s look book and order form then we reserve the right to approach and/or sell to another retail outlet in your area.
- Orders during the same season after a seasonal order (top up orders) must be for a total minimum value of $500 including GST.
- If an order does not comply with these requirements Rock Your Baby may contact you to adjust your order but does not assume any obligation to do so. Non complying orders will be accepted only if Rock Your Baby, in its absolute discretion, decides to do so.
- Your order is binding on you once it is placed with us. Any changes to the order, and any cancellations, must be made within seven days after that, otherwise, you will be obliged to pay a cancellation fee of 10% of the order value for administration.
- Rock Your Baby may decide, in its absolute discretion, not to accept or not to supply an order placed by a credit account customer at any time before the order is delivered.
- Rock Your Baby is not obliged to accept any order, whether it is a complying order or not.
7 DELIVERY AND RETENTION OF TITLE
- Unless Rock Your Baby agrees otherwise in relation to a particular order, Rock Your Baby will arrange for delivery of orders to the customer's premises and will add the delivery charges to the price of the goods.
- Risk passes at the time of delivery.
- Rock Your Baby retains title in all goods supplied until they are paid for in full. Rock Your Baby may take possession of any stock not paid for within our credit terms.
8 DELAYS IN DELIVERY
- Rock Your Baby shall not be liable for any loss or damage the customer may suffer as a result of any non-delivery or late delivery of any order for any reason whatsoever, including negligence on the part of Rock Your Baby, its agents or contractors.
- If an order is delivered with less than the ordered number of items or with items not included in the order, Rock Your Baby may either supply the missing items, replace the incorrect items or give a refund for them provided that, in the case of incorrect items, the customer makes them available for collection by Rock Your Baby.
9 PAYMENT TERMS – NON CREDIT ACCOUNT CUSTOMERS
- Customers other than credit account customers are issued invoices on a proforma basis. When your order has been packed and prepared for despatch, we will contact you and issue an invoice for the total price of the goods, GST and delivery included. Upon payment of the invoiced amount, we will despatch the order.
- To expedite the processing of and delivery of your order we recommend supplying credit card details and charge authority when you place your order.
- Points (a) and (b) also apply to international customers. Rock Your Baby cannot offer any credit terms to any international customers unless engaged in an existing arrangement.
10 CREDIT ACCOUNT CUSTOMERS
- Credit account customers must pay invoices within four weeks of the date of the invoice. For example, if an invoice is dated 7 August, it is payable on or before 7 September.
- Invoices are issued upon despatch of the orders.
11 CREDIT ACCOUNT APPROVAL
- An approved retailer that has successfully completed six orders with a trading history of more than 12 months with Rock Your Baby, may apply for a credit account.
- An application must be made by completing and lodging a credit account application form.
- Rock Your Baby will decide, in its own absolute discretion, whether to approve a credit account application.
- We may decide to approve a credit account application subject to conditions, in which case the approval will only become effective if the applicant accepts the conditions in writing.
- A limit to the amount of credit supplied is imposed on each account. Rock Your Baby will fix this limit taking into account your trading history, your specific requirements, your ability to pay the account limit and such other factors as Rock Your Baby deems relevant.
- Should your account fall into arrears, we may engage the services of a debt collector to recover the arrears and we may cancel your credit account. You will be obliged to reimburse us for any fees and charges we may incur to the debt collector for these services.
12 SPECIAL ORDERS
- If Rock Your Baby accepts a customer's order for any product created uniquely for the customer, the order is a Special order.
- The terms and conditions of supply of a Special order must be specifically agreed between the customer and Rock Your Baby for that order. These terms and conditions will, however, continue to apply except to the extent that they are inconsistent with the specifically agreed terms and conditions.
- Rock Your Baby products must be washed only in accordance with the washing instructions on the Care Label on the product and must not be bleached or soaked.
- Retailers should contact us in the case of any customer returns so that we can assess the returned item before you refund your customer.
- If a garment is defective, either in workmanship or materials, Rock Your Baby will accept a return of the item and either repay the wholesale price in full or offer a credit or replacement. To the extent permitted by law, Rock Your Baby excludes any other liability or obligation whether arising under a statute or the general law and whether or not resulting from negligence on the part of Rock Your Baby, its agents or contractors or otherwise.
- Rock Your Baby does not accept returns on garments for poor sell through or non performance.
- Please note that, notwithstanding the above provisions, 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.
14 CHANGES TO ROCK YOUR BABY'S POLICIES AND TERMS AND CONDITIONS OF TRADING
- Rock Your Baby may change its Terms and Conditions of Trading at any time and from time to time. The changes will take effect as soon as Rock Your Baby notifies you of the changes. All orders placed will be accepted and supplied only upon the Rock Your Baby Terms and Conditions applicable at the time.
- Rock Your Baby may, in its own absolute discretion, terminate the approval of a retailer, the approval of a retail outlet or a customer's credit account at any time upon notice to the retailer without cause and without having to provide any reason.
- Notices will be deemed to be delivered when sent by email to the email address of the customer provided to Rock Your Baby for the time being.
16 RECOMMENDED RETAIL PRICES
- Rock Your Baby may from time to time issue recommended retail prices for its products. These are recommended only, and there is no obligation upon a retailer to comply with the recommendations.
- The prices at which a retailer sells, offers for sale or advertises Rock Your Baby products is entirely a matter for the retailer.
- As a general rule, our recommended retail price in Australia is x 2 of the wholesale price including GST.