PARTNERSHIP TERMS & CONDITIONS

Effective from 11 September 2019.

In this document:

Customer means a customer to which you resell, supply or distribute Product.

Confirmation Date means the later of the date that you place an Order and the date that you provide MWL with any Measurements it has requested.

Default has the meaning given in clause 17.

Delivery Address has the meaning given in clause 7(a).

Delivery Date has the meaning given in clause 7(c).

Measurements has the meaning given in clause 1.

MWL means Made With Love Bridal Pty Ltd ACN 613 068 689 and ‘we’, ‘us’, and ‘our’ have a corresponding meaning.

Order has the meaning given in clause 1(a).

Privacy Law means Privacy Act 1988 (Cth) and the European Union General Data Protection Regulation 2016/679.

Product means MWL bridal wear or accessories or any other products that you request MWL to supply to you by placing an Order.

Purchase Price has the meaning given in clause 11, subject to adjustment in accordance with clause 1 and 1.

Rush Order means an Order accepted by MWL for Product to be delivered within an agreed, expedited timeframe.

Sales Taxes means all indirect sales and consumption taxes applicable to, or levied upon, the supply of any Product by MWL to you under these Terms in any relevant jurisdiction, including without limitation, GST, VAT and similar taxes.

Standardised Sizing means the garment size of Product that MWL determine is closest to the Measurements provided by you, having regard to the specifications generally used in ready-to-wear or off-the-rack sizes.

Terms means the terms and conditions set out in this document, as modified in accordance with clause 1 from time to time.

Website means https://www.madewithlovebridal.com.

You means a party to whom MWL agrees to supply Product in accordance with an Order and under these Terms to resell, supply or distribute to its  Customers.

Terms

(a)      These Terms apply to every order to purchase Product from MWL placed via the Website (Order).  These Terms will be binding on you by you using the Website, placing an Order, or accepting delivery of the Product and you acknowledge that these Terms will then apply.

(b)      These Terms and the Order constitute the entire agreement between MWL and you. All prior correspondence does not form part of and will not affect the interpretation of these Terms.

Price

(a)      Unless otherwise agreed in writing between you and MWL, the price payable by you for each Product is as specified on the Website at the time of the Order (Purchase Price). The Purchase Price excludes any delivery and alteration costs and Sales Taxes unless otherwise stated.

(b)      Any price indications or price lists provided to you or available on the Website from time to time are subject to alteration, replacement or repeal by MWL in its discretion.

(c)      If you are ordering from outside Australia, import duties, taxes and custom charges may be applicable in your home country and are payable by you.

Stockist obligations

(a)      You must list the Products for sale in accordance with any recommended retail prices (RRP) we notify to you from time to time. You agree that the quality and reputation of the Products is paramount and any discounting of Products by you may have the effect of damaging that reputation. Accordingly, you agree not to discount the RRP of any Products without our prior written consent.

(b)      You must advertise and promote the MWL products and brand on your website and social media pages.

(c)    In order to open a MWL stockist account, a minimum of eight (8) dress styles must be ordered, including any compulsory design that has not yet reached its order deadline date.

(d)      You are responsible for all communication with your Customers, including any complaint, dispute or claim. You must resolve such issues with your Customers directly and you agree that MWL is not responsible for communicating with any Customer of yours.

(e)    MWL will release a number of new designs per year, with a minimum of six (6) of these being a compulsory design.  Compulsory design samples must be ordered ahead of the deadline provided by MWL in order to remain a MWL stockist.

(f)     Stockists are expected to place a minimum of eight (8) dress orders with MWL per month, excluding samples.  If this target is not met, MWL reserves the right to review your status as a MWL stockist and terminate your stockist status after no improvement within a 6 week warning period.

(g)     MWL will offer a complimentary Rush on original stock piece orders.  Stockists are expected to hold stock pieces for 12 months, however, if a sample is sold prematurely within this period, stockists will be expected to pay a Rush fee and replace the sample as soon as possible.

Measuring and ordering

(a)      We make Product in each Order based on the size and any notes, specifications, fitting details or other information you supply MWL while placing the Order or that MWL subsequently requests from you (Measurements). It is your responsibility to:

(i)          measure each Customer with all care and diligence required to provide us with the correct Measurements. This includes measuring with reference to Standardised Sizing and not a sample dress (which can vary in size from frequent wear), and measuring from the Customer’s hollow to hem with shoes on;

(ii)         place the Order by following the prompts on the Website;

(iii)         review the Order and Measurements and ensure they are correct. If incorrect, any corrections to an Order must be sent to us in writing within 24 hours of you placing the Order.

(b)      You must provide MWL with any further Measurements MWL requests, before MWL has any obligation to schedule or commence the manufacturing of any Product or supply the Product.

(c)      MWL is not liable for any error, omission or inaccuracy in Product resulting from incorrect or incomplete Measurements provided by you, or from any corrections notified to us more than 24 hours after placing the Order.

(d)      Orders (except Rush Orders) must be placed no later than 4 months before the Product is required, to allow for our manufacturing and delivery time. Rush Orders must be placed at least 10 weeks before the Product is required.  No Rush Orders will be accepted during December to March inclusive without our agreement in writing.

(e)      An Order may be accepted or rejected at MWL’s absolute discretion. A request for Measurements does not indicate acceptance of an Order.

Payment

(a)      Rush Orders must be paid in full at the time of ordering.  For all other Orders, you must pay a 50% deposit of the Purchase Price (Deposit) to MWL.  The balance 50% of the Purchase Price (Balance) is payable within 7 days of when MWL notify you that the Product is complete and send you an invoice for the Balance.

(b)      The Deposit is not refundable. If you fail to pay the Balance, you forfeit your Deposit and ownership of the Product remains with MWL.

Alterations

You agree to make each Customer aware that:

(a)    Product is made to order based on the Customer’s specific size and that MWL does not offer refunds and cannot accommodate requests for change of mind;

(b)    given all Product is based on Standardised Sizing, each Customer will require one or more alterations to achieve the best fit. MWL is not liable for arranging such alterations or for any associated costs; and

(c)     Customers are advised to visit one of MWL’s preferred seamstresses for alterations, who are experienced with MWL Products. MWL will not be liable to you or any Customer for any damage or error caused to or suffered by the Product during any alteration services.

Delivery

(a)      MWL (via any delivery contractors we use from time to time) will arrange for the Product to be delivered after the Balance has been paid to the address specified by you in the Order (Delivery Address).

(b)      For Rush Orders, it is your responsibility to provide us with an appropriate Delivery Address that is not likely to change before delivery, and for all other Orders, you must notify us in writing of any changes to the Delivery Address before the due date for payment of the Balance.

(c)      Once manufacturing of the Product is complete, and provided the Purchase Price has been paid in full, we will deliver the Order to the Delivery Address.  The date of delivery will be as notified to us by Australia Post or other delivery contractor (Delivery Date).

(d)      MWL may charge you a delivery fee for delivery of the Product (in addition to the Purchase Price), that will be notified to you at the time of placing your Order.

(e)      To the extent permitted by law, we do not accept any liability whatsoever for delayed or failed delivery or Product that is lost or damaged during delivery, where the delay, failure, loss or damage is caused by any third party.

Defects, errors, refunds

If you believe MWL has made an error with the Product you must notify MWL of the error in writing (with photos to show the error) within 72 hours of the Delivery Date. If notification is not received within this timeframe you are deemed to have irrevocably accepted the Product. MWL reserves the right to inspect Product prior to determining whether any defect or error exists. For the avoidance of doubt, at no time will MWL’s liability for any claim for defective Product exceed the Purchase Price.  The following items are not defects for the purposes of this clause:

(a)    accidental damage caused by you or a Customer, wear, tear, fraying or otherwise that appears or occurs after the Delivery Date;

(b)    imperfections or variations in placement in any irregular or handstitched fabrics such as lace;

(c)    colour fading over time;

(d)    failure to maintain and clean any part of the Product in accordance with any specific directions given to you or that accompany the Product.

Title and risk

The legal and equitable title to the Product will only be transferred from MWL to you when the Purchase Price has been paid in full, or the Product has been delivered to the Delivery Address, whichever is the later. Risk in the Product passes to you once you take possession or control of the Product or upon title in the Product passing to you, whichever is earlier. The responsibility for insuring the Product passes to you contemporaneously with passing of risk.

Indemnity

You indemnify MWL from and against all losses, damages, costs and expenses suffered or incurred by MWL, and all claims, demands, suits, actions or proceedings made or brought against MWL (including legal costs on a full indemnity basis), arising out of:

(a)      any breach or non-performance of these Terms by you;

(b)      any breach by you of any consumer guarantee, warranty, right or remedy given by you expressly or arising by operation of the Australian Consumer Law or any other applicable law;

(c)      a claim by a Customer against MWL based on MWL’s use of or reliance on any Measurements or other information provided to MWL by you;

(d)      any wrongful, willful or negligent act or omission by you or any of your employees, agents or contractors.

Exclusivity

(a)      Unless otherwise agreed with you in writing, MWL supplies Product to you on a non-exclusive basis and makes no warranty or representation that you will be the exclusive stockist of the Product in any territory or sales channel. MWL may supply its product to other stockists and resellers that are similar to or competitive with you.

(b)      If MWL has agreed to grant you an exclusive right to resell Product in a certain territory or sales channel, MWL reserves all its rights to revise, vary or withdraw that right at any time.

Intellectual Property

You acknowledge and agree that nothing in these Terms gives you any proprietary rights in or to any of MWL’s intellectual property (including, for the avoidance of doubt, all copyright subsisting in the designs and other materials generated by or on behalf of MWL in connection with the Product).

Privacy

(a)      Where you provide MWL with personal information or personal data (as defined in applicable Privacy Law) about a Customer, you warrant that you have obtained the Customer’s consent to MWL’s use and disclosure of their information or data for the purposes of fulfilling the Order and otherwise as set out in any privacy policy published by MWL from time to time.

(b)      You agree MWL may exchange personal information supplied by you (about you or a Customer) with MWL’s related parties and service providers and your authorised representatives.

Force Majeure

MWL is not liable for failure to perform its obligations under these Terms to the extent and for so long as its performance is prevented or delayed without substantial fault or negligence by MWL because of circumstances outside MWL’s control, failure of MWL’s systems or failure of a supplier to MWL, provided that MWL gives notice to you of the delay and uses reasonable efforts to remedy the cause of the delay.

Liability

(a)      All conditions, warranties, guarantees, rights, remedies, liabilities or other terms implied or conferred by statute, custom, or the general law that impose any liability or obligation on MWL are expressly excluded under these Terms.

(b)      MWL’s liability to you arising directly or indirectly under or in connection with these Terms or the performance or non-performance of these Terms and whether arising under any indemnity, statute, in tort (for negligence or otherwise), or on any other basis in law or equity is limited as follows:

(iv)      MWL has no liability whatsoever to you for any loss, harm, damage, cost or expense (including legal costs on a full indemnity basis) in the nature of special, indirect or consequential loss or damage;

(v)        for any liability relating to the Product not conforming to the Measurements or for any claim that the Product is defective or deficient, MWL’s liability to you is limited to replacing the Product or repairing the Product (at the election of MWL) and the cost of re-delivery to you; and

(vi)       for all other liability relating to any other loss or damage suffered or incurred by you in any way relating to these Terms and the Product, MWL’s liability is excluded to the maximum extent permitted by law.

Electronic communications

You agree to have notices or other relevant information sent to you via email by MWL and to notify us of any changes to your contact details. MWL accepts no liability for any direct, indirect, special, consequential or other losses or damages of whatsoever kind arising out of any electronic transmission or your access to, or the use of the Website or any information contained therein. If we cannot contact you on the details you provided, we will not be liable for any associated delays or non-delivery of the Product.

Default and termination

(a)      A party will be in Default if:

(i)          it breaches a material term of these Terms and such breach is not remedied within 10 days of receiving notice from the other party requiring it to do so, unless such breach arises out of the supply of defective or missing Product in which case MWL shall remedy the breach within such time as is reasonable in all of the circumstances; or

(ii)         it suffers an insolvency event; or

(iii)        in your case, if you fail to pay any monies owing to MWL as required by these Terms.

(b)      When you are in Default, MWL may do any one or more of the following:

(i)          refuse to supply any Product or any further Product to you; or

(ii)         terminate these Terms by notice to you, effective upon the date the notice is received by you.

(c)      In addition to any other rights a party may have under these Terms, either party may terminate these Terms by giving three (3) months notice in writing to the other party.

(d)      Upon termination of these Terms, MWL may:

(i)         Purchase any new Product back from you provided it is in an as-new condition; and

(ii)        De-list you as a stockist from the Website.

Variation to these Terms

MWL may at any time vary the Terms applicable to future Orders and may notify you of the changes or provide any other notice under or in connection with the Terms by email. MWL may also vary the Terms at any time by publishing the revised Terms on its website and the revised Terms become effective from the date of publication.

Costs

You must pay MWL all costs and expenses incurred by MWL in connection with an Order, including legal expenses (on a full indemnity basis), the recovery of any money owing to MWL, or in otherwise enforcing MWL’s rights against you under these Terms.

Applicable Law

These Terms are governed by and interpreted in accordance with the laws of the State of Queensland. The parties submit to the jurisdiction of the courts of Queensland.