Wholesale Agreement

Terms + Conditions

definition

As used herein + throughout this legally binding document (“Agreement”): The terms below will govern the sale of Merchandise (“Wholesale Order/s”) relating to 100% Pure Linen (“Merchandise”) by Natsukashi ([collectively]“Seller”) to you (“Customer”), for sales relating to Wholesale Orders expected to commence once digitally placed by Customer/received by Seller + conclude only with consent by both parties (such period, the “Term”)].

1. registration

Wholesale (retail stores) + Trade (interior designers, architects, industry etc.) Customers must register interest in becoming a Wholesale Customer. Seller will take the utmost care when screening + approving Customers + will respond to requests as to the outcome in a timely manner. Seller makes no obligation to registrants + will approve Customers at own discretion. Once approved, Customer will be given access to a Wholesale Customer Account. Once logged in, Customer can view Wholesale Pricing alongside Merchandise + place a digital Wholesale Order directly through Seller’s online store.

2. pricing

Merchandise Set Retail Pricing (SRP) is set forth in the online store, whereas, Wholesale Pricing (WP) is set forth for registered + approved Wholesale Customer Accounts only. Seller may change SRP +/or WP upon no less than 30 days prior notice to Customer. Both SRP + WP are listed in Australian dollars + inclusive of 10% GST; details specified on Customer’s Wholesale Order Tax Invoice. Wholesale Customers will receive 45% off the SRP, plus the cost of shipping, outside WA. Trade Customers (interior designers, architects, industry etc.) will receive 15% off the SRP, plus the cost of shipping, outside WA. In the event, the Customer chooses to place Merchandise for sale at a discount, the Customer shall not discount the products more than 15% below SRP. Permission for special sale events beyond the 15% discount by the Customer must be requested in writing to Seller + will typically be granted on a semi-annual basis.

3. wholesale

Customer must submit a Wholesale Order for Merchandise online via a registered + approved Wholesale Customer Account (see term 1). The requested delivery date of Merchandise should be specified by the Customer in the Wholesale Order notes at the checkout. Wholesale Orders received fewer than 60 days prior to the requested delivery date shall be filled at Seller’s discretion + subject to express shipping charges (if requested, to be paid by Customer). All orders are processed subject to availability. Backorders for any Merchanside deemed out of stock will be accepted + filled at the earliest possible time. Any changes or cancellation to Wholesale Orders must be emailed to Seller within 3 days of placing the original order.

4. conditions

For Wholesale Customer Opening Orders, a minimum order amount of $10,000 (WP) Merchandise is required. For Re-Orders a minimum order of $5,000 (WP) Merchandise is required. For Trade Customer Opening Orders + Re-orders, there is no minimum order amount of Merchandise. If Wholesale Order conditions are not met, Customer will automatically be given access to Trade Customer pricing + conditions. Seller reserves the right to negotiate minimum order amounts on a per Customer basis. At this time, Seller is not extending credit terms + consignment orders will not be accepted. All Wholesale Customer Orders must be accompanied by pre-payment in the form of a 50% deposit to be made via Direct Debit, with instructions provided at checkout. All Trade Customer orders must be paid in full via Direct Debit, PayPal or Credit Card at the checkout.

5. shipping

Within the wider Perth Metropolitan Region Seller will be responsible for all Merchandise shipping + handling expenses, including (if applicable), packaging costs, freight risks + insurance. Outside the wider Perth Metropolitan Region Seller will be responsible for 50% of the Merchandise shipping + handling expenses including (if applicable), packaging costs, freight risks + insurance. Merchandise will come packed is new double-walled recyclable shipping boxes, able to be handled by one person. A single packing slip for the entire order + individual packing slips for each box of Merchandise will be included.

6. delivery

Seller will do the utmost to ship Merchandise without delay, however, Seller reserves the right to maintain small batch processing methods + strict quality control procedures. Allow up to 30 days for the order to ship + a further 7 days (within Perth Metro Area) or 21 days (outside Perth Metro Area) for delivery. Any additional shipping + handling expenses will be calculated + added to the final Customer Invoice. Seller reserves the right to use own discretion as to the courier to be used on any shipment. Customers preferred courier may be used if in agreeance to assume any additional charges.

7. Shipping error

Customer agrees to inspect all shipments immediately upon arrival. If any damage has occurred during transit or arisen directly as a result of poor shipping + handling contact Seller via email within 5 days of receipt of damaged or defective shipments. Returns will be credited to Customer’s account or replaced. Returned Merchandise will not be accepted if it is held for more than 15 days after receipt.

8. returns

Within 21 days of Customer’s receipt of Merchandise, Customer may return Merchandise that does not conform to Seller’s product specifications ie. defective Merchandise. Seller does not accept returns or exchanges due to change of mind or order error (see term 3). Seller will never deal directly with Customer’s final retail purchaser. Outside of the 21 days, Seller has no obligation to provide a return or exchange for any reason, however, may choose to do so. Customer reserves the right to handle a return or exchange in accordance with Customer’s own store policy.

9. web commerce

No Merchandise purchased from or produced by the Seller shall be resold by or through any online auction or Online Store (including but not limited to Customer’s own store, Etsy, eBay, Amazon or other similar sites).

10. merchandise

Merchandise is sewn + batch-dyed following Seller’s unique design, however, due to the nature of Seller’s production method each product may vary slightly. Due to the nature of high-quality linen, it may be slightly coarse at first for those not accustomed to pure linen; rest assured the linen will soften over time + with every wash. Seller’s Merchandise follows standard Australian sheet sizes. Seller recommends following care instructions strictly to maintain the quality + guarantee the lifespan of the Merchandise.

11. branding

Seller takes responsibility for costs involved with packaging Merchandise to a standard that can be put immediately on display in store. Branded collateral for Merchandise, including but not limited to swing tags, care information cards, stickers + business cards, will be provided by Seller. Merchandise may require additional packaging prior to resale, which the Customer will provide + pay for. All qualities relating to the Merchandise, including materials, processing, design features + points of difference for effective positioning of the brand in the public eye, are outlined in the 2018 Natsukashi Lookbook.

12. imagery

Seller will make available to Customer high-res images for print + online presence, with images still solely owned by Seller + both parties agreeable as to the usage of said images. Seller agrees to Customer using own creative images on social media + Seller requests to be tagged in all social media images with Seller handle @natsukashihome for Instagram, Facebook, Pinterest + Tumblr. Any imagery captured by either party including or depicting either Parties brands for distribution online (not including social media), in print or otherwise must be respectfully shown + approved before publishing.

13. disclaimer

Except as expressly set forth in this Agreement, Seller makes no warranties, express or implied, with respect to the merchandise. All other warranties, express or implied, including without limitation, the implied warranties of merchantability + fitness for a particular purpose, are hereby disclaimed by Seller. In no event shall Seller be liable for indirect, incidental or consequential damages, including, without limitation, lost revenues or profits of Customer.

14. relationship

The relationship created by this Agreement is solely a Customer-Seller relationship. This Agreement does not make either party the employee, agent, or legal representative of the other for any purpose whatsoever. Seller welcomes conditions apart from those set forth in this Agreement at the request of Customer, however, Seller reserves the right to retain exclusive stockists + honour preexisting Agreements. Seller endeavours to protect both parties reputation + will handle any complaints or feedback with care + respect.

15. dispute resolution

This Agreement shall be governed by Western Australia legislation law. Any dispute arising from this Agreement shall first be addressed by the parties through informal dispute resolution procedures conducted in good faith. If the parties do not resolve the dispute within thirty days of the date of the first dispute resolution meeting, the parties agree to mediate the dispute in a mutually agreed-upon place with a mutually agreed-upon mediator; the costs of which shall be borne equally by the parties. In the event the dispute is not resolved through mediation, the dispute shall be settled by binding arbitration before a single arbitrator in Western Australia.