Terms and Conditions

TERMS & CONDITIONS OF SALE

 

January 2021

 

Unless otherwise expressly agreed in writing and signed by an Authorised Person, these conditions (the "Conditions") will apply to all contracts for the sale of Goods by The Retail Bunch Pty Ltd Trading as Peach The Label, ABN 34 627 000 604 ("the Company").

 

In these Conditions:

“Peach The Label Brands” means all brands under the ownership of the Retail Bunch Pty Ltd, including but not limited to Peach The label and Plus Size Wholesale. “Brochure” means the Company’s catalogue of products current at the time of placing the Order (including the Company’s price list for such products (“Price List”)); "Authorised Person" means a director of the Company or other person authorised by the Company;

"Buyer" means any person, firm or company at whose request Goods are supplied by the Company; "Contract" means a contract for the sale and purchase of Goods formed in accordance with Condition 1(d); "Delivery Point" means the place where delivery of the Goods is to take place under Condition 2;

"Goods" means any Goods agreed in the Contract to be supplied to the Buyer by the Company; and

"Order" means the purchase order in a form approved by the Company placed by the Buyer for the supply of Goods, incorporating these Conditions.

 

1. FORMATION

  • Subject to any variation under Condition 1(j) the Contract shall be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Buyer purports to apply under any purchase order, confirmation of order, specification or other document).
  • These conditions apply to all the Company's sales and any variation to these conditions and any representations about the Goods shall have no effect unless expressly agreed in writing and signed by an Authorised Person of the Company. The Buyer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Company which is not set out in the Contract. Nothing in this condition shall exclude or limit the Company's liability for fraudulent
  • The Buyer shall ensure that the terms of its Order and any applicable specification are complete and
  • The Company’s receipt of the Order shall (subject to such Order being complete and accurate in the reasonable opinion of the Company and including all necessary product codes) constitute the

Company’s acceptance at which point a Contract shall come into existence.

  • The Buyer shall not assign or otherwise transfer the benefit of the Contract without the Company's prior written
  • The Contract is not cancellable by the Buyer without express written consent of an Authorised
  • If the Company agrees to the cancellation by the Buyer, the Buyer shall indemnify the Company in full against all costs and expenses incurred up to the time of cancellation and the Company's loss of profit. All approved Fashion/Pre-Orders cancellations will be subject to 15% cancellation fee if requested within 14 days of the order date and 35%
  • The Company may deliver the Goods by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions of the Contract. Each instalment shall be a separate Contract and no cancellation or termination of any one Contract relating to an instalment shall entitle the Buyer to repudiate or cancel any other Contract or
  • No variation to these Conditions shall be binding unless agreed in writing between the Authorised Person and the

 

2. DELIVERY

  • Unless otherwise agreed in writing by the Authorised Person, all Goods will be delivered to the Buyer’s premises, the details of which shall be included in the
  • Any dates specified for delivery of the Goods are intended to an estimate only and time for delivery shall not be made of the essence by notice. Unless otherwise stated, delivery periods commence from date of the Company's acknowledgement. The Company shall endeavour to deliver the Goods by the stated delivery date, but may suspend or delay delivery and subject to the other provisions of these Conditions the Company shall not be liable for any direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and similar loss), costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (even if caused by the Company's negligence) in the event of late delivery or non-delivery of Goods or any instalment. The Buyer shall not be entitled to refuse to accept late delivery or treat late delivery as a breach of
  • If no dates are specified, delivery shall be within in a reasonable time.
  • Delivery shall take place and risk shall pass to the Buyer upon the earliest of:
    • the Company delivering the Goods to the Buyer; or
    • collection from the Company premises by the Buyer or Buyers representative

 

  • The Buyer shall provide at the Delivery Point and its own expense adequate and appropriate equipment and manual labour for unloading the
  • Deviations in quantity of Goods delivered of 10% or less by value from that set out in the Contract shall not entitle the Buyer to reject Goods delivered or to claim damages of any kind from the Company and the Buyer shall be obliged to accept and pay for those Goods delivered at the price stated in the Contract, Invoice Or Order
  • If the Buyer fails to take delivery of the Goods or fails to give the Company adequate delivery instructions at the time stated for delivery (otherwise than by reason of the Company's fault) then, without limiting any other right or remedy available to the Company, the Company may:
  • store the Goods itself (or have them stored by a third party) until actual delivery and charge the Buyer for the reasonable costs and expenses (including insurance) of storage and additional transportation; or
  • sell the Goods at the best price readily obtainable and (after deducting all reasonable storage and selling expenses) account to the Buyer for the excess over the price under the Contract or charge the Buyer for any shortfall below the price under the Contract, in each case, on such terms as the Company in its absolute discretion thinks

 

3. LOSS OR DAMAGE IN TRANSIT

  • The Company shall not be liable for loss or damage to Goods in transit unless the loss or damage occurs prior to arrival at the Delivery Point and such loss or damage is reported to the

Company within 24 hours of arrival at the Delivery Point or, in the case of total loss, non-arrival is notified to the Company within 21 days of the date when Goods would in the ordinary course of events have been received.

  • Any liability of the Company for non-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro rata Contract price against any invoice raised for such
  • For the avoidance of doubt, in no event shall the Buyer be entitled to reject the Goods on the basis of any loss or damage which is so slight that it would be unreasonable for the Buyer to reject

 

4. RETENTION OF TITLE

  • Ownership of the Goods shall not pass to the Buyer until the Company has received in full (in cash or cleared funds) all sums due to it in respect of:
  • the Goods; and
  • all other sums which are or which become due to the Company from the Buyer on any account

 

5. PRICE

  • The price for the Goods is the price shown for such Goods in the Price List. Unless otherwise agreed in writing by the Company, the price shall be payable in the currency stated in the Price List. Courier charges to effect delivery will be chargeable in accordance with the charging structure set out in the Price List depending on the value of the Order and intended Delivery
  • The price will be subject to GST which will be charged at the rate ruling at the time of despatch of the Goods and all other taxes and other amounts payable in respect of the Goods.

 

6. FAULTY AND RETURNS

  • Subject to Condition 6(c), if there is a material defect in the Goods and within three days of delivery of such Goods the Buyer notifies the Company of such defect giving full particulars of that defect (a “Email”) then, the Buyer shall, if so authorised in writing by an Authorised Person, within 10 days of the Notification (or such longer time period as the Company may specify in writing to the Buyer) at its own expense and risk return the defective Goods to the Company using the returns reference number supplied by the Company and where such defect has arisen from faulty materials employed or workmanship carried out by the Company, the Company shall, as it in its absolute discretion sees fit, supply replacements or credit the Buyer's account with the Company or refund to the Buyer the price paid for the defective Goods provided that in each case the defective Goods in question shall become the absolute property of the Company. The Buyer agrees to accept the aforementioned remedies as proffered by the Company in full and final settlement of the Company’s obligations under the Contract or

 

  • The Company shall not be liable under Condition 7(a) if:
    • the Buyer has not properly used or stored or handled the Goods; or (ii)the styles relating to such defective Goods have been discontinued; or
  • the defective Goods are not in their original unbroken packaging as delivered by the Company; or

  • the return of the defective Goods has not been authorised by the Authorised Person and/or such return is not accompanied with the appropriate returns authorisation number as envisaged underCondition 7(a).
  • the defects mentioned were specified in the description or it has been listed as seconds or sample
  • The Company reserves the right to levy a handling charge of up to 15% of the value of the defective Goods returned to it pursuant to Condition 7(a).
  • In the event that the company, at its sole discretion, accepts non -defective returns a ‘restocking fee’ of 15% of the value of the returned goods will be levied.

 

7. INTELLECTUAL PROPERTY

All patents, trademarks, trade names, copyrights, topography rights whether registered or unregistered together with any other intellectual property rights of whatsoever nature in or relating to the Goods are and shall remain the absolute property of the Company.

8.   BUYER'S INDEMNITY

The Buyer shall indemnify and keep indemnified the Company against all actions, claims, costs, damages, demands and expenses or other loss arising out of a defect in the Goods (including, without limitation, all liabilities incurred under the Competition and Consumer Act 2010) to the extent occasioned or contributed to by any act or omission of the Buyer its servants, agents or persons under its control.

9.   LIMITS OF LIABILITY

  • The Buyer acknowledges that all specifications, samples, descriptive matter, and advertising issued by the Company and any details, descriptions or illustrations contained in the Company's catalogues, website, Brochure or similar documents, or by word of mouth, and howsoever given, are approximate only and do not form part of the Contract and that in respect of such specifications and details the Company shall be under no liability nor shall the Buyer be entitled to any remedy under the provisions of the Australian Consumer Law and Fair Trading Act 2012 (other than in the event of fraud or fraudulent misrepresentationon the part of the Company). This is not a sale by sample.
  • The Company's liability under Conditions 3 and 6 shall be accepted by the Buyer in lieu of any warranty or condition, whether express or implied by law, as to the quality or fitness for any particular purpose of the Goods and, save as provided in these Conditions, the Company shall not be under any liability to the Buyer (whether in contract, tort or otherwise) for any defects in the Goods, materials supplied or workmanship performed by the Company or for any damage, loss resulting from such defects and the Buyer shall indemnify the Company against any claims in respect thereof. For the purposes of this paragraph the Company contracts on its own behalf and on behalf of and as trustee for its sub-contractors, servants and agents.
  • The Company shall not be liable, whether by way of indemnity or by reason of breach of contract (or arising out of or in connection with the Contract), tort or breach of statutory duty or in any other manner for consequential or indirect loss of whatever nature (and howsoever caused) suffered by the Buyer or for special damages, loss of use (whether complete or partial) of the Goods, or loss of profit or of any contract, even if the loss is reasonably foreseeable or the Company was advised of the possibility of the Buyer incurring
  • Nothing in this Condition 10 shall be construed as limiting or excluding the Company's liability, for death or personal injury resulting from its negligence, for fraud or fraudulent misrepresentation or for any matter which it would be illegal for the Company to exclude or attempt to exclude its

 

The Company's total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract or otherwise in connection with the sale of Goods for the aggregate claims of the Buyer arising out of a single act or default of the Company shall not exceed a sum equal to the Contract price.

 

10.  SELLING-ON AND ONLINE TRADING

  • The Buyer may sell-on the goods actively only in the course of its normal business (retailing) e. only to end consumers since sales to dealers are reserved by the Company.
  • The Company requests that the products be sold at the Recommended Retail Prices, except during storewide sales periods or during Company supported promotions. Peach The Label reserves the right to discontinue supply of the products should the Recommended Retail Price not be
  • The sale of goods via the internet is permitted under the following guidelines:
  • domain names containing “Peach” or Peach The Label Brands are not to be registered by individual
  • Buyers are permitted to sell goods only through the Buyers own home page and only if, in Company’s sole discretion such home page corresponds to the high quality standards of the
  • the Buyer undertakes in particular to use on its home page only the original photographs and advertising materials provided for this purpose by the Company or, in the case of using its own photographic materials, to obtain the written approval of the Company in advance in each case. The use of Logos and Brand Images online are strictly limited and final size, look and positioning must be approved by the Company.

 

  • marketplace or auction type platforms may not be used without written consent of the Company
  • images, motifs, videos/film, logo position, colour etc vary from season to season; use of them will be given for one season only with written consent by an authorized person. Buyers must therefore re-apply for written approval each season, if Buyers do not re-apply for written approval, any images, logos; videos must be removed immediately after the season for which use was permitted.
  • prior written approval is required from the Company if the Buyer wishes to publish on their website information regarding the Company and/or the Peach The Label
  • If the Buyer breaches the above provisions, the Company reserves the right to take appropriate legal steps, including, but not limited to, claim for damages and

11.  FORCE MAJEURE

  • The Company shall not be liable to the Buyer if unable to carry out any provision of the Contract for any reason beyond its control including (but without limitation) Act of God, legislation, war, civil commotion, fire, flood, drought, failure of power supply, lock out, strike, stoppage or other action by employees or third parties in contemplation or furtherance of any dispute or owing to any inability to procure labour, parts or materials required for the performance of the Contract or due to power failure or breakdown in
  • The Company shall notify the Buyer as soon as reasonably practicable after circumstances preventing performance arise. During the continuance of such a contingency the Company may, at its absolute discretion, withhold, reduce or suspend performance of its contractual obligations, so far as prevented or hindered by such contingency, without liability to the Buyer for any loss or damage whatsoever suffered directly or indirectly by reason of the
  • Should such contingency continue for more than three months either party may (subject to the Company repaying to the Buyer any advance payments made for undelivered Goods and the Buyer paying for Goods delivered) cancel the Contract without further liability to the

 

12.  EXPORT TERMS

  • Where the Goods are supplied for export from the Australia, the provisions of this Condition 13 shall (subject to any special terms agreed in writing between the Company and the Buyer)
  • The Buyer shall be solely responsible for complying with any legislation or regulations governing the importation of the Goods into the country of destination and for the payment of any duties on them.
  • Any customs or import duties levied once the Goods reach the destination country will be the Buyer’s sole

 

13.  NO WAIVER

No waiver of any of the Company's rights under the Contract shall be effective unless in writing signed by an Authorised Person. A waiver shall apply only to the specific circumstances in which it is given and shall be without prejudice to the enforcement of a Company's rights in relation to different circumstances or the recurrence of similar circumstances.

 

14.  GENERAL

  • Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or
  • Each of these Conditions shall be construed as a separate condition. If any provision of the Contract is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Contract and the remainder of such provision shall continue in full force and

 

15.  CONSTRUCTION AND JURISDICTION

Victorian and Australian Legislation shall govern construction and operation of the Contract and the Buyer irrevocably agrees to submit to the exclusive jurisdiction of the Australian Victorian Courts.

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