Wholesale Reseller Agreement

1. GENERAL

1.1.     The Site is a shopping website provided by The Trustee for Westridge Family Trust (ABN 38 649 572 578) trading as Westridge Goods (“Westridge Goods, “us” or “we”) where you can browse, select and purchase products sold by Westridge Goods (“Products”).

1.2.     Your access to and use of the Site, including your Orders and purchases of Products through the Site, is governed by these terms and conditions (“Wholesale Reseller Agreement”) and our Terms of Use.

2. COMPLIANCE

2.1.    By using the Site to browse, select and purchase Products, you agree with us to be bound by, and comply with this Wholesale Reseller Agreement and our Terms of Use.

2.2.    You agree to comply with all relevant laws relating to your use of the Site and your placement of any Order through the Site.

2.3.    You agree not to use the Site for any purpose that is fraudulent, unlawful or otherwise prohibited by this Wholesale Reseller Agreement. You may access the Site for your own personal use but otherwise neither the Site, nor any material on it, may be altered, modified, reproduced, transmitted or distributed without our prior written consent.

3. PLACING AN ORDER

3.1.     You may purchase Products by selecting and submitting your Order through the Site in accordance with this Wholesale Reseller Agreement 

3.2.     Any Order placed through this Site for a Product is an offer by you to purchase the particular Product for the price notified (including delivery and other charges, fees and taxes) at the time you place the Order, in accordance with this Wholesale Reseller Agreement.

3.3.     We may ask you to provide additional details or require you to confirm your details to enable us to process any Orders placed through the Site.

3.4.     You agree to provide us with current, complete and accurate details in response to requests by us, to you, for information.

3.5.     We have made every effort to display as accurately as possible the colours and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any colour will be accurate when placing your order.

4. ACCEPTANCE OR REJECTION OF AN ORDER

4.1.      In certain circumstances, your Order may be rejected, such as where the requested Product is no longer available or if there is an error in the price or the product description posted on the Site.

4.2.    Each Order placed for Products through the Site that we accept results in a separate binding agreement between you and us for the supply of those Products. For each Order accepted by us, we will:

4.2.1.       supply the Products in that Order to you in accordance with this Wholesale Reseller Agreement; and

4.2.2.     send you an email confirmation of that Order – though with the nature of the internet we cannot guarantee receipt. Please add wholesale@westridgegoods.com to your contact address book to ensure emails are not sent to SPAM or blocked by your fire wall.

4.3.     If we reject an Order for Products placed through the Site, we will endeavour to notify you of that rejection at the time you place the Order or within a reasonable time after you submit your Order.

4.4.    We reserve the right to refuse any order you place with us. We reserve the right, but are not obligated, to limit the sales of our products to any merchant, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. 

4.5.     We reserve the right to limit the quantities of any products that we offer. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e‑mail and/or billing address/phone number provided at the time the order was made.

4.6.     As a wholesale stockist you:

4.6.1.     acknowledge that any sale prices offered on the retail site are intended for individual purchase and not for wholesale resale. Sale items are defined as products that are marked down from their original price and advertised as such on the retail site.

4.6.2.    understand that orders deemed to be of wholesale quantity through the retail site will be cancelled and may be considered a breach of this Wholesale Reseller Agreement which may result in the cancellation of your wholesale access.

4.7.    Any orders containing pre-order items will be held until all items are in stock. At our discretion orders may be split depending on the circumstances.

5. DELIVERY OF PRODUCTS

5.1.     We only deliver to addresses in Australia. If you are an international stockist please refer to our International Stockists Terms and Conditions.

5.2.     We ship our wholesale orders within 3 business days of payment being received except for sale and promotion periods where it may take up to 7 days. Shipping is automatically calculated at checkout.

5.3.     You:

5.3.1.     acknowledge and agree that any person at the Delivery Address who receives the Products is authorised by you to receive your Order;

5.3.2.     agree to comply with the delivery requirements specified below and such other requirements that we notify you when you place your Order through the Site.

5.3.3.     Agree that by signing acceptance of the delivery you confirm that the amount of cartons being delivered is what is reflected on the delivery ticket.

5.3.4     Unless you provide an express authorisation to leave a product at the delivery address if no one is present to accept delivery, an appropriate person must be present to accept the delivery of your Order. If you authorise us or our carrier to leave a product at the delivery address when no one is present to accept delivery, you:

5.3.4.1     accept the risk of theft or loss of the Product from the time it is delivered; and

5.3.4.2     acknowledge that, notwithstanding your authorisation, the person delivering the Product has discretion whether to leave the Product at the address.

5.4.     We offer pickup to our local stockists (“Pick Up Order”). Select this option at checkout.

5.5.     You are welcome to use your own courier as well. Select “Own Courier Service” at the checkout. Our dispatch team will be in touch with you once your order is ready for collection.’

5.6.      Upon delivery of your order please check that the products have not been damaged in transit. If any products have been damaged in transit, please notify us within 2 days of receiving your order so that we can make a claim with the courier company. 

6. CANCELLING ORDERS OR PRODUCTS

6.1.     We may cancel any part of an Order for Products (including any Orders that we have accepted) without any liability to you for that cancellation at any time if:

6.1.1.    the Products in that Order are not available; or

6.1.2.     there is an error in the price or the product description posted on the Site for the Product; or

6.1.3.    the Product(s) in that Order have been recalled; or

6.1.4.    If we cancel any part of an Order in accordance with:

6.1.4.1    Clause 6.1.1 or 6.1.2 (where the Product is unavailable or there is a pricing or product description error) or 6.1.3 (where the Product has been recalled), we will provide you with reasonable notice of that cancellation, and will not charge you for the cancelled part of the Order. If any payment has been taken, then: (i) for a wholly cancelled Order, the full payment amount, including the Delivery Fee and any other fees and charges; or (ii) for a partly cancelled Order, the amount paid in respect of cancelled Products, will be refunded to your original payment method, or where Westridge Goods deems appropriate, through an alternative means.

6.1.5.    Clause 7 (where you have failed to collect your Wholesale Pick up Order), we will provide a refund to you of any amounts paid by you less any fees associated with your Pick Up Order.

7. PICK UP ORDERS

7.1.    You will receive a written and/or electronic communication from us in relation to your Pick Up Order, including order confirmations, ready for collection and collection notifications. We may also communicate with you in relation to any delays of your Pick Up Orders.

7.2.    You must collect your Pick Up Order within 5 days after receipt of the ready for collection notification. If you fail to collect your Pick Up Order within this period, we may cancel the Pick Up Order in accordance with clause 6.1.5

7.3.   You agree to comply with the following collection requirements in relation to your Pick Up Order and such other requirements that we may notify to you when placing your Pick Up Order:

7.3.1.   you must produce to our team member a valid photo identification with your order number when you collect the Pick Up Order; and

7.3.2.     you must sign a collection confirmation when you collect the Pick Up Order.

7.4.   In the event you are unable to collect your Wholesale Pick Up Order, you may email Westridge Goods (using the email address used to place your Order) to provide your written authority for a nominee to collect your Pick Up Order from Westridge Goods (“Pick Up Nominee”). When collecting the Pick Up Order, the Pick Up Nominee must produce to our team member that email and comply with clause 7.3.

8. PRICES, FEES & CHARGES

8.1.    We will charge you, and you agree to pay the purchase price of each Product that is ordered, the Delivery Fee and any other fees and charges set out in these terms and conditions.

8.2.    All prices and Delivery Fees on the Site are in Australian dollars (AU$). We reserve the right to alter prices and Delivery Fees for any reason at any time before you place your Order.

8.3.    Westridge Goods will not be liable or responsible for any failure to perform, or any delay in performance of, obligations under its contract with you where such failure or delay is caused by an event outside the reasonable control of Westridge Goods.

8.4.     The purchase price of each Product is shown on the product list on the Site at the time you place your Order.

8.5.    Refund and Exchange values are subject to re-calculation if you purchased multiple items within a special promotion such as a Value Bundle, and later return one of them.

8.6.    All MontiiCo and Lunch Punch products are recommended to be sold at the RRP. Periodic sales or discount codes are allowed, however, we do not allow ongoing discounting. This reduces the profitability for all stockists and damages the brand. If your store is closing please contact us to discuss us buying back your stock BEFORE heavily discounting our products. 

8.7.    Orders are to be placed online in our B2B store. All wholesale pricing is inclusive of GST and excludes shipping costs. There is a Minimum Order Value(“MOV”) of $1000.00 and you will not be able to pay for your order if your cart is under this amount. This MOV may be reduced during off peak times and this change will be advised in our newsletter. Payment terms are within 7 days of the order being placed. Stock is not secured until payment is received. If no payment is received, your order will be cancelled and the stock released. Once the order has been paid, please send a copy of the remittance to wholesale@westridgegoods.com. Once payment has been received, the order will be sent to the warehouse for shipping.

8.8.    We do not allow selling via eBay, Amazon or similar platforms. We do not allow selling via Instagram and Facebook as a sole sales channel. Promotion via social media is allowed however checkout via a website is required. We do not accept stockists who complete sales via Direct or Private Message, or via Facebook groups. We do not allow market only stockists at this time. If you would like to attend a market to promote your store, we recommend that you let us know so we can ensure we only have one stockist per market / show. Trade shows require prior approval.

8.9.    Unless otherwise confirmed, it is advised to keep your sales within Australia or where there are no existing stockists selling our products. You, or your onselling stockists, CAN NOT sell and ship our products into any country or territory that already has an existing Westridge Goods distributor or stockist, that is selling our brands MontiiCo, The Lunch Punch or Little Lunch Box Co. We may be forced to stop selling to any stockist found to be selling in unpermitted locations due to conflicting agreements. You can find a list of current stockist locations by navigating to the “find a stockist” pages on our retail sites, or you can contact us on wholesale@westridgegoods.com or international@westridgegoods.com for further information.

9. PAYMENT METHODS

9.1.    you may pay the fees and charges for an accepted Order with any of the following payment methods and such other payment methods as specified on the Site from time to time:

9.1.1     Visa;

9.1.2.    MasterCard;

9.1.3.    American Express

9.1.4.    Debit cards displaying a Visa or Mastercard logo; 

9.1.5.    PayPal;

9.1.6.    Bank transfer

9.1.7.    Store Credit or Credit Note

9.2.    Gift cards and Store Credits are not redeemable for cash or refundable. They are valid for 3 years from issue date. If you are returning an item for a store credit, your store credit will be issued as soon as we have received and inspected the item and deemed it as fit for resale. To use your Gift Card/Store Credit please contact us before you place an order so we can apply the store credit.

9.3.    If we are unable to successfully process your nominated payment method (being the applicable debit card, credit card, PayPal) for an Order that has been accepted by us, then we may cancel your Order.

9.4.    If you choose to pay by credit card, you authorise us to debit the amount that is payable from your nominated credit card for an accepted Order.

9.5.    You must not pay, or attempt to pay, for Products through any fraudulent or unlawful means.

9.6.    We will provide you with a receipt at time of delivery which specifies the total fees and charges for the Products in the Order.

10. DAMAGED PRODUCTS & RETURNS

10.1.    The Westridge Goods Returns Policy applies to all purchases of Products using the Site and forms part of this Wholesale Reseller Agreement. If you consider that a Product was delivered to you in a damaged or defective condition, or is otherwise faulty, you should contact us via email wholesale@westridgegoods.com within 2 business days of receiving your order.

11. TERMINATION

11.1.    We may immediately suspend, terminate or limit your access to and use of the Site and (where relevant) your account if you breach this Wholesale Reseller Agreement and:

11.1.1.    the breach cannot be remedied; or

11.1.2.    you fail to remedy the breach within 10 days of our notice to you of that breach; or

11.1.3.    if there is an emergency.

11.2.    We may stop making the Site (or any part of it) available without prior notice. If so, any Orders that we have accepted will not be affected unless the Products that have been ordered are no longer available or we are prevented from supplying the Products, in which case, we will notify you and we will refund to you all valid payments received by us for those Products.

11.3.    You may cancel your account at any time for any reason provided that:

11.3.1.    any outstanding matters are resolved (such as a suspension on your account); and

11.3.2.    you have paid all outstanding amounts owed by you.

12. CHANGES TO THESE TERMS & CONDITIONS

12.1.    We may, at our discretion, amend this Wholesale Reseller Agreement at any time by publishing any amended terms and conditions on our Site.

12.2.    If you have an Order that has been accepted by us, the terms and conditions that will apply to the Order are the terms and conditions that applied at the time you placed your Order.

12.3.    For any future Orders, this Wholesale Reseller Agreement may be different and so we recommend that you read these terms and conditions carefully each time you agree to them prior to placing your Order.

13. GOVERNING LAW & ENFORCEABILITY

13.1.    If the whole or any part of a provision of this Wholesale Reseller Agreement is void, unenforceable or illegal in a jurisdiction it is severed for that jurisdiction. The remainder of this Wholesale Reseller Agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected. This clause has no effect if the severance alters the basic nature of this agreement or is contrary to public policy.

13.2.    This Wholesale Reseller Agreement is governed by the laws of Queensland, Australia. Each party submits to the non-exclusive jurisdiction of the courts of that place. Any rights or remedies to which you are entitled under the Australian Consumer Law arise independently of this Wholesale Reseller Agreement and this clause does not apply to any claim you may have under the Australian Consumer Law.

13.3.    You alone, and not Westridge Goods, are responsible for ensuring that your activities conducted on the Site are lawful. You must ensure that you comply with all applicable laws in Australia and other countries. You must also ensure that you strictly comply with this Wholesale Reseller Agreement and the policies which form part of this Wholesale Reseller Agreement.

14. RISK OF LOSS

14.1.    Risk and title in Products passes to you on the date and time of delivery to the Delivery Address.

14.2.    If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, product reviews, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

14.3.    We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or this Wholesale Reseller Agreement.

14.4.     You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of this Site or any related website. You may not use a false e‑mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

15. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

15.1.    We do not guarantee, represent or warrant that your use of our Site will be uninterrupted, timely, secure or error-free.

15.2.    We do not warrant that the results that may be obtained from the use of the Site will be accurate or reliable.

15.3.    You agree that from time to time we may remove the Site for indefinite periods of time or cancel the Site at any time, without notice to you.

15.4.    You expressly agree that your use of, or inability to use, the Site is at your sole risk. The Site and all products delivered to you through the Site are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

15.5.    In no case shall Westridge Goods, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of the Site or any products procured using the Site, or for any other claim related in any way to your use of the Site or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Site or any content (or product) posted, transmitted, or otherwise made available via the Site, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

16. INDEMNIFICATION

16.1.    You agree to indemnify, defend and hold harmless Westridge Goods and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of this Wholesale Reseller Agreement or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

17. FAULTY GOODS RETURN POLICY

17.1.    Faulty or incorrect goods are welcomed to be returned for a replacement. Please contact us here so we can get that sorted out for you pronto. We provide a return shipping label for any products that are faulty.

17.2.     Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

17.3.    Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Products, you are entitled:

17.3.1.    to cancel your Wholesale Reseller Agreement with us; and

17.3.2.    to a refund for the unused portion, or to compensation for its reduced value.

17.3.3.    You are also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods does not amount to a major failure, you are entitled to have the failure rectified in a reasonable time. If this is not done, you are entitled to a refund for the goods and to cancel the Wholesale Reseller Agreement and obtain a refund of any unused portion. You are also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods.

17.4.    Returns of Faulty Products

17.4.1.    If the problem is major, you are entitled to a replacement or refund. Examples of major failure are when the product:

17.4.1.1.    has a problem that would have stopped you buying it had you known about it;

17.4.1.2.    is unsafe;

17.4.1.3.    is significantly different from the description of the product; or

17.4.1.4.    doesn’t do what we said it would do,

17.4.1.5.    but does not include damage caused by misuse or returns simply due to change of mind

17.4.2.    If the problem is not major, we may choose to give you a free repair instead of a replacement or refund if this is possible.

17.4.3.    If we cannot repair the product within a reasonable time, you can choose a refund or replacement. We reserve the right to refuse to provide a refund, repair or replacement if the problem has, for instance, arisen because the product was misused by the stockist.

18. APPROVAL PROCESS

18.1.    Each stockist request will be reviewed upon application. Currently, we are accepting applications for bricks and mortar stores or existing online stores with an online presence of 6+ months. We may decline applications due to overcrowding in certain areas or if your store does not align with similar values, audiences and aesthetics. 

19. BRAND REPRESENTATION & CONTENT USAGE

19.1.    Wholesale customers agree to represent our brand consistently and in alignment with our established branding guidelines. This includes using the correct brand name, logo, and product images provided in our gallery. Alterations such as image filtering, colour changes, or modifications to these assets are strictly prohibited. Product listings, social media posts, and any promotional material featuring our products should use the appropriate brand name, product name and product information found in our Product Import document. Images from our shared gallery are to be used for product listings, but stockists may use their own photos and videos for marketing purposes. Please refrain from using our images to promote other companies, brands or for promoting competitions, without our permission. 

20. DEFINITIONS

20.1.    Capitalised terms used are defined in these terms and conditions. In these terms:

20.1.1.    Returns Policies means the Faulty Goods Returns Policy 

20.1.2.    Delivery Address means the address specified by you during the wholesale registration process for the delivery of Products that we will supply to you under these terms and conditions.

20.1.3.    Delivery Fee means the delivery fee notified to you at the time you place your Order.

20.1.4.    GST has the meaning it has in the A New Tax System (Goods and Services Tax) Act 1999 (Cwlth).

20.1.5.    Indirect Loss means loss of profit, loss of revenue, loss of goodwill, loss of reputation, loss of anticipated savings, loss or corruption of data, loss of opportunity, loss of use and any other loss or damage not arising naturally and according to the usual course of things from the relevant breach, act or omission whether or not such loss or damage may reasonably be supposed to have been in the contemplation of the parties, at the time they made the contract, as the probable result of the relevant breach, act or omission.

20.1.6.    Intellectual Property means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trademarks, trade secrets, know-how, confidential information, patents, invention and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.

20.1.7.    Order means any order for a Product placed on the Site. 

20.1.8.    Product means each good that is advertised on the Site.

20.1.9.    Site means the shopping site operated by Westridge Goods.

20.1.10.    Terms of Use means our general terms of use for our Site.