Wholesale Terms of Supply

1. Application

These Terms apply to every wholesale order you place with [COMPANY LEGAL NAME] (ABN [ABN]).

You warrant that you acquire goods under these Terms for the purpose of re-supply in the course of your business.

Where you in fact acquire goods for your own use rather than for re-supply, the consumer guarantees in the Australian Consumer Law apply to that purchase, and nothing in these Terms excludes, restricts or modifies them.

2. Orders and quotes

An order is an offer to buy. A contract is formed when we confirm it.

For goods shipped direct from our overseas suppliers, we quote freight for your order before any deposit falls due. The quote is valid for [7] days. No deposit is payable and no charge is made until you accept it.

Prices are in Australian dollars and include GST. Our prices are landed prices; we are the importer of record and you pay no duty, import GST or brokerage on top.

3. Payment

Unless we agree otherwise, payment is due in full when the order is confirmed.

Where we agree staged terms, 30% is payable as a deposit on confirmation and the remaining 70% is payable when we request it, before dispatch.

We tell you when we place the corresponding purchase order with our supplier. That date matters for cancellation under clause 4.

4. Cancellation

You may cancel a confirmed order at any time before we place the corresponding purchase order with our supplier. We refund your deposit in full.

After we have placed that purchase order, you may still cancel. We refund your deposit less the costs we have actually and reasonably incurred on your order and cannot recover — for example supplier charges we cannot cancel, freight already booked, and customs charges already paid. We will itemise those costs.

If our actual costs are less than your deposit, we refund the difference. If they exceed it, we bear the excess.

We may cancel an order we cannot fulfil and will refund you in full.

5. Delivery

Delivery times and charges are in our Shipping & Delivery Policy.

We may deliver an order in parts. Where we do, we charge delivery once.

If delivery exceeds the estimate given for your order by more than 21 days, you may cancel the undelivered part and we refund it in full, including freight.

6. Inspection and claims

Please check your delivery on arrival. Three claim periods apply:

• Shortage, wrong item, or damage visible on unpacking — 5 business days from delivery.
• Defects not visible on unpacking — 30 days from delivery.
• Latent defects — no fixed period.

A claim must include the order number, the affected product code, the number of units affected, and photographs of the goods, the packaging and the carton label.

Do not send goods back unless we ask you to. Where we do ask, we pay the freight.

7. Defect allowance

Our goods are inspected against ISO 2859-1 sampling at an acceptable quality limit of 2.5% major and 4.0% minor defects.

Where a delivery contains defective units, we credit or replace those units at your election, at the price you paid. You keep or dispose of the units; we do not require them back.

Where defects in a product line exceed the limits above, we will either replace the whole line or accept its return, at our cost and at your election.

A credit under this clause may be taken as a payment back to your original payment method or, where you expressly accept it, as YiwuMarket account credit for future full-payment orders. Account credit does not expire and cannot be transferred, topped up, withdrawn as cash, or combined with 30/70 staged-payment terms.

8. Risk and title

Risk passes to you on delivery to the address you nominated.

Title does not pass until we receive payment in full and in cleared funds.

Until title passes, you hold the goods as bailee, must keep them identifiable and insured, and we may enter premises where they are stored to recover them if you become insolvent or fail to pay.

These Terms create a security interest in the goods and their proceeds for the purposes of the Personal Property Securities Act 2009 (Cth). You agree to do what we reasonably ask to enable us to register and maintain that interest.

9. Product descriptions

We supply product descriptions, specifications and images for you to use in reselling the goods.

Tell us promptly if you believe any description we have supplied is inaccurate, and stop publishing it until we confirm.

10. Liability

Subject to clause 10.2 and to clause 1, our liability arising out of any order is limited to the price you paid for the goods to which the claim relates.

Nothing in these Terms excludes, restricts or modifies any right you have under Part 5-4 of the Australian Consumer Law, including your right to be indemnified by us where you are liable to your own customer for a failure of a guarantee.

11. General

Governed by the law of [STATE], Australia.

We may change these Terms. Changes apply to orders placed after the change, never to orders already placed.