1.           General

These terms and conditions (“Terms”) plus any implied terms which cannot be excluded are the whole agreement between the wholesale account holder and Mittens and Moods ABN20 153 357 878 (‘Mittens and Moods or ‘we/us/our’).

After you have received a copy of these Terms, if you place an order for the supply of all or a portion of goods supplied under these Terms (‘Goods’) you will be deemed to have accepted these Terms and they will apply to the exclusion of all other written agreements with us.

 

2.           Order Requirements

There is no minimum order quantity or value, however there is a $200 threshold to qualify for free shipping or delivery.

 

3.           Prices

3.1        Prices charged will be determined by us by reference to our standard prices in effect at the date of the order.  We reserve the right to increase the prices, however, we will not change any prices for an existing order that has been accepted by us.

3.2        You are responsible for ensuring the accuracy of all specifications, details, sizes and quantities in your purchase order. We do not accept any responsibility for any errors in such specifications, details, sizes and quantities and shall fulfil the order in conformity with the information supplied by you.

3.3         Documents requiring signature may be signed in electronic form and are binding from the time a person affixes a signature on your behalf.

3.4         Prices don’t include GST. As a micro business we do not yet meet the threshold for GST registration and therefore do not collect GST. If or when this changes, we will notify customers before changes come into effect.

3.5         Mittens and Moods does not ship or trade internationally and therefore all prices are in AUD.

 

4.           Payment Terms  

4.1        As a micro-business, to ensure optimal cash flow management and secure the necessary materials for your order, full payment is required upfront.

4.2        We accept payment via Credit Card, PayPal, Afterpay and direct deposit. Orders paid for by direct deposit, will not be fulfilled until payment is received.

 

5.           Delivery and Supply

5.1        We shall not be liable for delay in delivery/supply. If we quote a time for delivery/supply, it’s an estimate only, based on the information we have to hand.

5.2         You are deemed to accept delivery of the Goods where they are either delivered to your premises or when we notify you that the Goods are available for collection.

                                                 

6.           Availability of Stock

6.1        Most products are manufactured in-house with minimal quantities in hand at any given time. In most cases, products are made as needed as orders come in. Please allow 2 weeks for orders to be fulfilled.

6.2         If an order cannot be fulfilled within 2 weeks, for example due to its’ volume or a shortage of materials, we will contact you to discuss options including, but not limited to, order cancellation, split delivery or delayed delivery.

 

7.           Restrictions

You acknowledge and accept that we sell our Goods only through persons who have been authorised by us to sell specific product categories at specific locations and who comply with our Terms. Subject to the provisions of the Competition and Consumer Act 2010: (1) under no circumstances may you sell Goods through the Internet or the mail without prior written authorisation from us; (2) you are prohibited from selling Goods on the international market without our express written consent; and (3) we do not grant to you the exclusive right to sell our Goods.

We reserve the right to authorise and/or supply additional retailers in any market area that it deems necessary to adequately cover the market.

 

8.           Freight  

We will ship by the least expensive route and carrier to all points. If you choose a shipping method with a higher charge than that of our choice for shipment, we will charge the difference to you.

                                                 

9.           Returns, Cancellations and Claims

9.1        You shall not return any Goods to us without obtaining prior authorisation from us.  Unauthorised returns will not be accepted. No returns will be accepted unless a copy of the relevant invoice is enclosed with the returned Goods. 

All Goods must be returned in the original packaging and you shall be responsible for return shipping costs and any damage incurred during
return shipment.

9.2        Change of mind - A request to return Goods for change of mind must be made within 7 days of delivery. Freight charges must be paid by you for all change of mind returns.   We will issue a credit note or refund only after Goods returned are returned to us as set out above.

All Goods returned for change of mind must be of merchantable and reasonable quality such that the Goods are complete in their original packaging, not shop-soiled, are not price ticketed.

9.3        Cancellation - We will not accept cancellations or partial cancellation of an order unless we have first consented in writing to such cancellation. Cancellation will not be accepted on Goods that are not regular stock which are in the process of manufacture or ready for shipment.

9.4        Complaints - Subject to clause 10, all complaints, claims, or notification of lost Goods, incomplete Goods, Goods damaged in transit or Goods that do not comply with your purchase order must be submitted to us in writing within seven (7) business days of delivery of the Goods. We may issue a refund or credit note in respect of the Goods. Otherwise, you are deemed to have accepted the Goods and shall not refuse to pay for the Goods on the basis that they were lost, incomplete, damaged in transit, or do not comply with your purchase order.

 

10.         Warranties

10.1      No warranties except those implied and that by law cannot be excluded are given by us in respect of Goods supplied.

10.2      You acknowledge and warrant that you have relied on your own skill and judgment or, alternatively, on the skill and judgment of tradesmen and professional advisers retained by you to provide advice and assistance on the suitability of the Goods for specific purposes and procedures and, in this respect, you shall indemnify us from and against any suit, claim, demand or compensation which, but for these Terms, you may have had against us.

10.3      You warrant to us that you are purchasing Goods as the principal and not as an agent.

                                                 

11.        Termination

We may terminate this Agreement if you commit a material breach of these Terms, which includes but is not limited to the failure to make payment for our Goods by the due date, and this breach is not remedied within 7 days of written notice given by us.

                                                 

12.        Intellectual Property

12.1      All intellectual property rights (including all rights resulting from intellectual activity and includes copyright, inventions, patent rights, registered and unregistered trademarks, design rights, circuit layouts and all rights and interests of a like nature, including but not limited to methods and techniques, together with any documentation relating to such our rights and interests), including those developed during the supply of the Goods remain our sole property at all times.

12.2     If we terminate this agreement, we may immediately reclaim any material incorporating our intellectual property and you grant us an irrevocable licence to enter upon your premises to reclaim such material without incurring liability to you or any other person.

                                                 

13.        Force Majeure

We shall be released from our obligations in the event of national emergency, war, prohibitive governmental regulation or if any other cause beyond the control of the parties renders provision of ordered and paid for Goods impossible, where all money paid to us shall be refunded immediately.

 

14.         Variation

14.1      We may vary these Terms by providing written notice to you (by email, conventional mail or by posting the amended terms on our website).

14.2     If this agreement is deemed to be a Small Business Contract or you are deemed to be a consumer for the purpose of the Australian Consumer Law (‘Consumer’), and you do not deem the variation acceptable, you may elect not to proceed with the purchase of the Goods ordered before the date of the variation but which are intended to be subject to the variation.

14.3      If you are not a Consumer and this agreement is not deemed to be a Small Business Contract, you agree that the variation applies from the date of receiving notice of the varied Terms.

                                                 

15.        Failure to Act

Our failure to enforce or insist upon the timely performance of any term, condition, covenant or provision in these Terms, or our failure to exercise any right or remedy available under these Terms or at law, or our failure to insist upon timely payment of monies when due or to demand payment of any charges or fees which accrue or any extension of creditor forbearance under these Terms shall not constitute a waiver of any subsequent default or a waiver of our right to demand timely payment of future obligations or strict compliance with the Terms.  

                                                 

16.        Legal Construction

16.1     These Terms shall be governed by and interpreted according to the laws of Victoria and the parties consent and submit to the jurisdiction of the Courts of Victoria.

16.2     Notwithstanding that any provision of the Terms may prove to be illegal or unenforceable pursuant to any statute or rule of law or for any other reason that provision is deemed omitted without affecting the legality of the remaining provisions and the remaining provisions of the Terms shall continue in full force and effect.