TERMS AND CONDITIONS OF WHOLESALE
By placing your first order, you, the retailer are deemed to have read and agreed to the following terms and conditions. These terms and conditions apply to all wholesale orders.
ONLY SELECTED RETAILERS WILL BE CHOSEN BASED ON STRICT CRITERIA.
We have arranged the terms and conditions into a QUICK REFERENCE GUIDE and at the end you will see an extended TERMS AND CONDITIONS.
We hope this is easy to understand but please let us know if you need further clarification on anything.
We, us or our A’EL ESTE / ASHLEE LAUREN TRUST : ABN 39974859894
Address: 12a James Street, Mount Gambier SA 5290 Phone: +61407008187
This website is priced for wholesale.
We sell product in Australian Dollars (AUD), however Shopify will accept orders in your desired currency. Your invoice will reflect the currency chosen.
RECOMMENDED RETAIL PRICE (RRP)
We currently sell products both online in our store www.aeleste.com and through this wholesale platform. Some products are exclusive to wholesale and will not have a set RRP.
You can retail the item for up to 125% - 150% the unit purchase price.
AUSTRALIAN WHOLESALE ORDERS
The first introductory minimum order must be AUD$650 ex GST. You will not be able to check out until you have reached the Minimum Order Value.
All orders must be paid for in full prior to shipping.
INTERNATIONAL WHOLESALE ORDERS
All orders must be a minimum of AUD$650 excluding shipping.
All orders must be paid for in full prior to shipping.
MINIMUM SPEND REORDER
*The minimum spend for re-order within Australia and Internationally is AUD$650 ex GST
Please note minimum spend amounts do not include postage.
*We have an exception for this rule; if you are a regular customer, we will allow smaller special orders to be placed for brides as necessary within a specified time frame of 6 months. Please contact us to find out more. firstname.lastname@example.org
POSTAGE AND INSURANCE
Postage (including limited insurance) is calculated at checkout based on order volume. This is priced using regular Australia Post Rates. (Please see below 'insurance' regarding high value order variables)
If you would like your parcel sent express, or to use a courier service please email us (email@example.com) for a quote.
If you would like to arrange your own courier, please choose 'PICK UP' at checkout and we can provide you with shipping dimensions for your chosen service once the items are ready to be shipped. We are unable to give accurate quotes until the item is ready to ship.
Packaging is provided for each item, flat packed or packaged as necessary to save postage cost or protect the product.
All international taxes and customs clearance charges are the responsibility of the retailer.
All items sent using Australia Post are covered by their insurance. This cost is included in the shipping charges. Please note that the included insurance coverage is minimal, so for a high value order we will require the package to be sent using a courier to ensure you have full coverage over loss and damage.
We have 3 options for payment.
1. Shopify Payments: You can checkout paying your order in full using a range of payment options and in your desired currency.
2. PayPal: You can checkout paying your order in full or choose the 'pay in 4' option (when allowed by PayPal Terms).
3. Direct Deposit: Upon checkout you can choose the 'Direct Deposit' option. Direct Deposit information will be seen in this section, so you will pay in full (or if your order is over AUD$1000 you can request to pay a deposit, and the remaining amount prior to shipping). We cannot accept deposit payments for Minimum orders.
In Stock Products: 2-4 weeks (depending on order size).
Backorder Products: 6-8 weeks (depending on order size and product choice due to their handmade nature).
Orders placed between December 15th - February 30th require a longer processing time under certain circumstances.
If you require the stock immediately please email us at firstname.lastname@example.org and we will endeavour to accommodate a quicker turn around.
We are happy to split your order if some products are in stock, and some are on backorder. This will incur a small extra shipping fee that can be quoted separately. Please contact us to arrange a split order.
Once your item is ready to be shipped, you will receive an email from Shopify with the tracking details for your package.
Once your order has been placed, you will receive a notification via Shopify. This is not an official tax invoice, the official tax invoice will be sent separately. If you have chosen a SPLIT ORDER, we will send 2 invoices. This is important for customs duties and taxes and to also keep tracking information separate.
We do not provide refunds or exchange for change of mind, so please choose carefully.
If the goods are faulty or not true to design then we will then apply a credit or refund for agreed products, but please be aware of their handmade nature.
If there is an obvious defect with any product, please complete our returns request form with images and details of the defect for your refund or credit.
We don’t accept return of faulty items that have been worn, are broken/damaged or returned without their tags and packaging.
EXCLUSIVITY + EXCLUSIVE PRODUCTS
This contract does not provide exclusivity in your region or territory, however we will endeavour to maintain a reasonable distance between retailing stores.
'Exclusive' Products mean exclusive to wholesale and not available to purchase on our main website www.aeleste.com.
All other products that are not marked 'Exclusive to Wholesale' will be available online at www.aeleste.com.
Branded packaging will be provided for each item in the form of either a box or dust bag, depending on the cost, fragility and size of the product. We ask that you follow our packaging guides at all times to ensure our brand is being properly represented. Packaging Guidelines are available to read HERE. Please note that sometimes the dust bag design will change, please contact us if you have any questions about this.
We require you as a retailer to maintain our display rules at all times ensuring that items remain in sellable condition, away from elements and using suitable display stands. Display Guidelines can be read HERE. Display stands will be available soon to purchase online. If you would like to enquire about our full display package, please email email@example.com
SALE AND DISCONTINUED DESIGNS
Sales and Discounts run occasionally on our website, we will notify you 2 weeks prior of what items will be on sale or if the product will be discontinued for the next season.
DAMAGED / FAULTY STOCK
Although much care is taken in creating our items, some pieces can arrive damaged due to shipping or a design fault. In the instance that this has happened, please contact firstname.lastname@example.org within 5 business days of receiving the goods. Please include images of the damaged goods. We will then endeavour to replace these as fast as possible and will provide an address to return the damaged items to within the UK or Australia.
We can provide high resolution photos to promote A’el Este and for the use on approved stockists websites and/or any social media. Please note that these images remain the sole property of A’el Este and we have final say on the usage of images.
Images must not be copied from our website, please use the images available from Here
If you cannot find your product photos on this list, its because they haven't been finalised yet (in the case of new collections) please contact us if you have any queries about this. Otherwise we will have them uploaded as soon as possible.
All images published on Instagram featuring A’el Este must include tags @ael.este and #aeleste. Failure to continually not tag the A’el Este brand may result in us cancelling your wholesale account. Images taken from our Instagram and Facebook page must also include tags from our brand reps and permission from customers posting them. We take no responsibility for the images you share on social media.
At A’el Este we encourage stockists to use not only our images at anytime but also their own creative images of A’el Este products in any market campaigns. Our aim is to promote you as much as we can on social media and if we love your images, and they fit our aesthetic and guidelines we are happy to promote and tag. Customers love flat-lays, photo-shoots on plain backgrounds and lifestyle shots and mixing them up can create a visually appealing social media profile.
If you find any images you love from our latest collection and would like to use for your website banners or marketing let us know and we will send you high resolution copies.
We have the right to refuse a stockist or cancel a stockist order if a stockist is misleading in any way or form. We may do this at any time if our brand is being represented in the wrong way.
Retail stores without a website will not be an approved stockist.
Fraudulent activities are highly monitored on our site and if fraud is detected A’el Este shall report all actions, and you shall be responsible for all costs and legal fees arising from these fraudulent activities.
By Law - Our agreement and these terms and conditions will be construed and governed according to the laws of South Australia.
We as a company love our brand and everyone who comes onboard as a retailer, so we want to maintain good communication. Please email Stacey, our Wholesale Manager for any questions or queries you have regarding all subjects - we welcome any and all feedback to ensure our customers are happy with the products and service they are receiving.
TERMS AND CONDITIONS
These terms and conditions are between the parties of the retailer 'you' (and company name in registration form) and A'el Estë. These terms and conditions and the Schedule form the entire agreement under which we will appoint you as the retailer of the Products (together, the Agreement).
1.1 You agree to: (a) not Distribute the Products to third parties who you know or suspect (or that you should reasonably have known or suspected) will Distribute the Products.
2.1 You may issue Orders by using this website www.aelestewholesale.com
Order is to specify the following information: (a) the Products to be supplied (including any volume of the Products you would like us to supply); if you are to collect the Products from us, your desired collection time (Collection Time); (b) any other information that we may reasonably require.
2.2 We will only be required to comply with an Order if we have agreed to the terms of the relevant Order in writing, or accept the Order in accordance with the terms of the Order. Each Order is subject to, and will be governed by, this Agreement and any other conditions agreed by the Parties in writing. To the extent of any ambiguity or discrepancy between an Order and this Agreement, the terms of this Agreement will prevail.
2.3 For the purposes of this clause 2, you agree to purchase the Minimum Order Quantity referred to in the Schedule for the agreed Purchase Price.
3. Purchase Prices
3.1 You agree to purchase the Products at the agreed Purchase Prices as set out on the website www.aelestewholesale.com. We may amend the Products (including by adding or removing the Products) and the Purchase Prices, by providing 14 days written notice to you.
3.2 The Purchase Price of any additional Products introduced in accordance with clause 3.1 will be determined by A'el Estë.
To the maximum extent permitted by law, we may provide you a list of recommended maximum resale prices at which the Products may be resold. You agree to consider our recommended maximum resale prices when selling the Products.
3.3 Purchase prices will be reduced on larger orders using the TIER system.
Spend over AUD$1000 receive 5% discount
Spend over AUD$2000 receive 10% discount
Spend over AUD$3000 receive 15% discount
4. Delivery or Collection
4.1 If the Parties agree that you are responsible for collecting the Products from us or our nominated third party (if any): (a) we will use reasonable endeavours to make available the Products by the Collection Time at the collection location agreed between the Parties (Collection Location); and you agree to collect the Products from the Collection Location and by the time agreed between the Parties. 5 days after notifying the order is ready.
5. Title and Risk
5.1 Title to the Products will pass to you on the date that you pay the Purchase Price in full for the ordered Products in accordance with this Agreement. Risk in the Products will pass to you on delivery of the Products to you or on collection of the Products by you (as applicable) from the Collection Location.
6.1 You agree to pay us: (a) The Purchase Prices; and any other amount payable to us under this Agreement, in accordance with the Payment Terms.
6.2 If any payment has not been made in accordance with the Payment Terms, we may (at our discretion):
(a) charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 8% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date; immediately cease providing the Products; and/or
(b) enter any premises where the Products the subject of any unpaid amount are stored or held, for the purpose of retrieving and taking possession of those Products, and you agree to provide any access, items and consents required to enable us to do so.
7 Your obligations
7.1 General: During the Term, you agree to sell the Products in accordance with: (a) this Agreement and all applicable Laws; with due care, skill and diligence; (b) with due expedition and without delay in a proper and professional manner, and in accordance with best industry practice; and (c) in accordance with our reasonable requests or requirements.
7.2 Selling: Without limiting and in addition to any other obligation under this Agreement, you agree to:(a) take all reasonable steps, and cooperate with us, to: (1) proactively market and promote the sale of the Products in your store; and (2) at all times during the Term, hold sufficient quantities of stock of the Products to meet the current and expected future customer demand; (b) not do anything that may adversely affect our goodwill, brand or reputation (or that of the Products); (c) comply with all guidelines and procedures made available to you by us in relation to the selling of the Products; obtain, and provide to us, any access, consents, approvals, permits, licenses and assistance (including information or documentation) necessary to enable us to comply with our obligations under this Agreement or under any Laws; and (d) immediately inform us of any issues, concerns or matters which may (directly or indirectly) adversely affect our reputation or brand (or that of the Products), including where you have become aware of a Product being defective, and cooperate with, and assist, us to respond to, or rectify or remedy, any such issues, concerns or matters.
7.3 Promotion, marketing and branding: Without limiting and in addition to any other obligation under this Agreement, you agree to:(a) develop your own marketing or promotional material to market and promote the Products, which are consistent, and comply, with the material provided by us, provided we have given prior written consent to the use of the marketing or promotional material; and not make or offer any warranty or guarantee, or make any representation, in relation to the Products, other than those warranties, guarantees or representations expressly stated in the material provided by us.
8. Exclusions: Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with: (a) any Third-Party Inputs; the Products being unavailable, or any delay in us providing the Products to you, for whatever reason; and/or (b) any event outside of our reasonable control.
9.1 This Agreement commences on the date of approval of wholesale, in writing via email and upon the first order after approval.
Either Party may terminate this Agreement if the other Party breaches a material term of this Agreement, and that breach has not been remedied within 10 business days of being notified by the relevant Party.
9.2 Either Party may terminate this Agreement without cause at any time, upon at least thirty (30) days written notice, effective at the end of the notice period. Any such termination shall be without penalty or any other payment.
Either party may terminate this Agreement if either Party is adjudicated to be insolvent, involuntarily declares bankruptcy, makes a voluntary assignment for the benefit of creditors, or fails or is unbale to carry on its business.
9.3 Upon termination of this Agreement: (a) we will immediately cease supplying the Products; you agree to cease all activities under or in connection with this Agreement;(b) you agree to pay the Price for all Products provided prior to termination and all other amounts due and payable under this Agreement; and you agree to immediately return to us all property, including Confidential Information and Intellectual Property belonging to us or our Personnel.
9.4 Termination of this Agreement will not affect any rights or liabilities which a Party has accrued under this Agreement.
10.1 Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the law society of the State to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. If the Dispute cannot be resolved at mediation of this Agreement, the Parties will attempt to resolve the Dispute by way of arbitration in accordance with the rules and process of the Australian Disputes Centre’s arbitration process.
10.2 The costs of the mediation and/or the arbitration will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
Force Majeure (a) We shall not be liable to you for any breach or failure to perform our obligations under this Agreement or any damage or loss to the Products resulting from: (a) perils, dangers and accidents of the sea or other navigable waters; fire, flood, earthquake, elements of nature or acts of God; (b) acts of war; acts of terrorism; (c) acts of public enemies; arrest or restraint of rulers or people, or seizure under legal process; (d) strikes or lock-outs or stoppage or restraint of labour from whatever cause, whether partial or general; riots and civil commotions; (e) pandemic or other public health emergency; saving or attempting to save life or property at sea; or (f) any other cause arising beyond our reasonable control, without our actual fault or privity and without the actual fault or privity of our agents or servants.
10.3 Governing law: This Agreement is governed by the laws of the State. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in State and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts. GST/VAT: If and when applicable, GST/VAT payable on the Purchase Price will be set out in our invoice. You agree to pay the GST/VAT amount at the same time as you pay the Price.
10.4 Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email. Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
11 Definitions and Interpretation
11.1 In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, within these terms and conditions, and: ACL means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.
Agreement means these terms and conditions and the Schedules as executed by the Parties. Confidential Information includes information or documentation which: (a) is disclosed to you in connection with this Agreement at any time; (b) is prepared or produced under or in connection with this Agreement at any time; (c) relates to our business, assets or affairs; or (d) relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever you receive that information. Consequential Loss includes any consequential, special or indirect loss, damage or expense including any real or anticipated loss of revenue, loss of profit, loss of use, loss of occupation, loss of benefit, loss of financial opportunity, or economic loss whether arising out of a breach of this Agreement, at law, under any statute, in equity, or in tort (including negligence).
Delivery Costs means the costs associated with the delivery or the provision of the Products, including international freight, any insurance, customs, tariffs, duties or other such charges that may apply to the Products.
Distribute means the marketing, promotion, acquisition, stocking, storage and distribution of the Products, including so as to enhance our brand and reputation as a manufacturer and/or supplier of the Products, and Distribution has a corresponding meaning.
FOB (Free on Board) for the purpose of this agreement means: For shipment by international courier we will make the Products available to your nominated courier at the agreed collection location. You will be responsible for all delivery and import costs. For shipments by airfreight we will deliver the Products to your nominated freight forwarder and we will be responsible for all origin costs. You will be responsible for all delivery and import costs. For shipments by seafreight we will deliver the Products to your nominated freight forwarder and we will be responsible for all origin costs. You will be responsible for all delivery costs.
Intellectual Property means any copyright, registered or unregistered designs or trade marks, domain names; know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
Intellectual Property Rights means, for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
Law or Laws means all applicable laws, orders, judgments, rules, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licenses, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with this Agreement or the provision of the Products.
Liability means any expense, cost, liability, loss, damage, claim, demand or proceeding (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent. Moral Rights has the meaning given in the Copyright Act 1968 (Cth).
Order means an order placed by you, for the provision of Products by us, in accordance with clause 1.3.
Origin Costs means the costs associated with delivery or provision of the Products to the nominated freight forwarder, the freight station handling and the export customs clearance or other such charges that may apply to the Products prior to loading onto an aircraft or ship. PPSA means Personal Properties Securities Act 2009 (Cth). Personnel means, in respect of a Party, any of its officers, employees, consultants, suppliers, subcontractors or agents. Schedules means the schedules to this Agreement. Statutory Rights means the rights, warranties, guarantees and remedies relating to the provision of the Products, which cannot be excluded, restricted or modified by law.
Salesman’s Samples means a sample of the Products that will be sold by you in your territory
Term means the period between the Start Date and End Date unless this Agreement is terminated earlier in accordance with its terms.
Third Party Inputs means inputs from third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors.