Privacy & Terms

Copyright Terms and Conditions

Margifox Distributors are committed to promoting their distributed brands in ways consistent with their excellent reputation. Marketing of any of our brands shall be based on quality, distinctiveness and brand recognition as well as promotional programs and advertising practices that are honest.

Copyright and trademark terms must also be highly respected. Margifox Distributors owns the rights to all images and content and will not be held responsible for any third-party fines if unauthorised image or content is copied or replicated:

  • Copying or reproducing any information from margifox.com.au and any subsidiaries in whole or part is prohibited without prior written permission.
  • Expiry dates of models and images must be strictly adhered to and removed once expired.
  • Provided jane iredale, Advanced Nutrition Programme and Environ graphics (including stock & model images) must only be used to promote the respective brands.
  • If images are edited in any way (including cropping) they must first be approved by the marketing department at Margifox Distributors.
  • The jane iredale, Advanced Nutrition Programme and Environ logo must be included on any material to promote the brand.
  •  Stockists who breach any of these will have their agreement terminated immediately without notice and will not be able to purchase any further products from Margifox Distributors.

Online Ordering Agreement Terms and Conditions

1.          Definitions

  • “Agreement” shall mean the terms and conditions herein, together with a quotation, order, invoice or other document or amendments expressed to be supplemental to this

  • “Supplier” shall mean “Margifox Distributor Pty Ltd” its successors and assigns or any person acting on behalf of and with the authority of

  • Stockist” means the person/s, entities or any person acting on behalf of and with the authority of Stockist requesting Supplier to provide the Goods or Services as specified in any proposal, quotation, order, invoice or other documentation, and:

    • if there is more than one Stockist, is a reference to each Stockist jointly and severally; and

    • if Stockist is a partnership, it shall bind each partner jointly and severally; and

    • if Stockist is a part of a Trust, shall be bound in their capacity as a trustee; and

    • includes Stockist’s executors, administrators, successors and permitted

  • “Goods” shall mean all Goods supplied by Supplier to

  • "Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Agreement, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, Agreements, Stockist information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing

  • Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular Stockist and website and can be accessed either by the web server or Stockist’s computer. If Stockist does not wish to allow Cookies to operate in the background when ordering from the website, then Stockist shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to ordering Goods via the

  • Price” means the Price payable (plus any GST where applicable) for the Goods as agreed between Supplier and Stockist in accordance with clause 8

  • GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).

2.          Acceptance

  • Stockist is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if Stockist places an order for or accepts Delivery of the Goods.

  • In the event of any inconsistency between the terms and conditions of this Agreement and any other prior document or schedule that the parties have entered into, the terms of this Agreement shall

  • Any amendment to the terms and conditions contained in this Agreement may only be amended in writing by the consent of both

  • Stockist acknowledges that:

    • the supply of Goods on credit shall not take effect until Stockist has completed a credit application with Supplier and it has been approved with a credit limit established for the account. In the event that the supply of Goods request exceeds Stockists credit limit and/or the account exceeds the payment terms, Supplier reserves the right to refuse Delivery; and

    • Supplier does not offer the Goods exclusively for resale by

3.          Electronic Transactions (Queensland) Act 2001

  • Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 14 of the Electronic Transactions (Queensland) Act 2001and Section 10 of the Electronic Transactions Act 2011 (WA), or any other applicable provisions of that Act or any Regulations referred to in that

4.          Errors and Omissions

  • Stockist acknowledges and accepts that Supplier shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):

    • resulting from an inadvertent mistake made by Supplier in the formation and/or administration of this Agreement; and/or

    • contained in/omitted from any literature (hard copy and/or electronic) supplied by Supplier in respect of the

  • In the event such an error and/or omission occurs in accordance with clause 1, and is not attributable to the negligence and/or wilful misconduct of Supplier; Stockist shall not be entitled to treat this Agreement as repudiated nor render it invalid.

5.          Change in Control

  • Stockist shall give Supplier not less than fourteen (14) days prior written notice of any proposed change of ownership of Stockist and/or any other change in Stockist’s details (including but not limited to, changes in Stockist’s name, address, contact phone, change of trustees, or business practice). Stockist shall be liable for any loss incurred by Supplier as a result of failure of Stockist to comply with this

6.          On-selling the Goods

  • Stockist is required to have a suitable (in the opinion of Supplier) bricks and mortar location, accessible to

  • Where Stockist is a retailer of the Goods, Stockist must not market, promote or sell the Goods other than in Stockist’s licensed premises and on Stockist’s own website.

  • Should Stockist change premises, or acquire additional premises, Stockist is required to notify Supplier beforehand in

  • In the opinion of Supplier, should the new premises be unfit to house, display and sell Supplier’s products, Supplier may withhold delivery of such products to be sold in these

  • In the event Stockist fails to adhere to this clause, Supplier shall be entitled to terminate this Agreement between Stockist and Supplier by giving written notice to Stockist. Supplier shall not be liable for any loss or damage whatsoever arising from such termination.

7.            Authorised Online Reseller Agreement jane iredale

    • The products will be sold by Stockist via the Stockist website and no other

    • The products will be sold by Stockist only to customers located within

    • Stockist will sell such Products only to end-user consumers (not to third party resellers).

    • The Supplier retains the right to cease supplying product to Stockist on no more than 30 days’ prior notice should Margifox Distributors discover that Stockist is selling to customers located outside of Australia, or to third party resellers, Margifox Distributors shall immediately notify ICI (Iredale Cosmetics, Inc) and, if so requested by ICI, provide notice to Stockist of its intention to terminate the Agreement and, following the expiration of any notice period, cease further supply of Products to

8.          Credit Card Information

  • Supplier will:

    • keep Stockist’s personal details, including credit card details for only as long as is deemed necessary by Supplier;

    • not disclose Stockist’s credit card details to any third party;

    • not unnecessarily disclose any of the Member’s personal information, except is accordance with the Privacy Act (clause 19) or where required by

  • Stockist expressly agrees that, if pursuant to this Agreement, there are:

    • Any unpaid fees;

    • other amounts due and outstanding by Stockist

Supplier is entitled to immediately charge Stockist’s nominated credit card for these amounts and is irrevocably authorised to complete any documentation and take any action to recover from the credit card issuer any and all amounts which may be due by Stockist pursuant to the terms of this Agreement.

 

9.          Price and Payment

  • At the sole discretion of Supplier, the Price shall be either:

    • as indicated on any invoice provided by Supplier to Stockist; or

    • the Price as at the date of Delivery of the Goods according to current price list of Supplier; or

    • Quoted price (subject to clause 2) by Supplier which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.

  • Supplier reserves the right to change the Price if a variation to Supplier’s quotation is Variations will be charged for on the basis of Supplier’s quotation, and will be detailed in writing, and shown as variations on Supplier’s invoice. Stockist shall be required to respond to any variation submitted by Supplier within ten (10) working days. Failure to do so will entitle Supplier to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.

  • At Supplier’s sole discretion, a non-refundable deposit may be

  • Time for payment for the Goods being of the essence, the Price will be payable by Stockist on the date/s determined by Supplier, which may be:

    • before Delivery of the Goods;

    • by way of instalments/progress payments in accordance with Supplier’s payment schedule;

    • thirty (30) days following the date of any invoice given to Stockist by Supplier; or

    • failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to Stockist by

  • Payment may be made by electronic/on-line banking, credit card (a surcharge may apply per transaction), or by any other method as agreed to between Stockist and

  • Supplier may in its discretion allocate any payment received from Stockist towards any invoice that Supplier determines and may do so at the time of receipt or at any time afterwards. On any default by Stockist, Supplier may re-allocate any payments previously received and allocated. In the absence of any payment allocation by Supplier, payment will be deemed to be allocated in such manner as preserves the maximum value of Supplier’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.

  • Payment must be received for any outstanding invoices before new orders will be

  • Cheques must be made payable to Margi Fox Distributors Pty Ltd in full and the correct business name and invoice number/s be clearly written on back of each

  • Stockist agrees and undertakes to pay a fifty dollar ($50.00) administration fee for any dishonoured cheques and direct debits from either bank accounts or credit

  • Direct deposits and internet banking payments should be made to:

Account Name: Margi Fox Distributors Pty Ltd Bank: ANZ BSB: 014 672

Account Number: 109 431 226

A copy of the deposit slip with the “Margi Fox Distributors account number” clearly indicated should be emailed to Supplier and the deposit slip retained as proof of payment.

  • If payment is made directly to any staff member of Supplier’s staff, a receipt is to be

  • Stockist agrees and undertakes to pay any costs incurred by Supplier for the collection of money owed by

  • Supplier reserves the right to amend process, at any time, subject to giving Stockist a minimum of thirty (30) days notice in

  • Stockist shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to Stockist by Supplier nor to withhold payment of any invoice because part of that invoice is in

  • Unless otherwise stated the Price does not include In addition to the Price, Stockist must pay to Supplier an amount equal to any GST Supplier must pay for any supply by Supplier under this or any other agreement for the sale of the Goods. Stockist must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as Stockist pays the Price. In addition, Stockist must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

10.        Delivery of Goods

  • Supplier will check each order before the order leaves Supplier’s stock room. It is the responsibility of Stockist to check the order upon its receipt. Discrepancies must be brought to attention of Supplier within forty-eight (48) hours of

  • After placing an order, Stockist can expect a twenty-four (24) hour minimum turn-around time for processing. Shipment will then be dispatched after that time once payment is in place, arranged or

  • At Supplier’s sole discretion, the cost of delivery of the Goods shall take place when:

    • Stockist takes possession of the Goods at Supplier’s address; or

    • Stockist takes possession of the Goods at Stockist’s nominated

  • At Supplier’s sole discretion, the costs of delivery is in addition to the

  • The cost of delivery is as per freight and handling as charged by Supplier for delivery of Goods to Stockist.

  • Charges and fees are subject to change without

  • Any time specified by Supplier for Delivery of the Goods is an estimate only. Stockist must take Delivery by receipt or collection of the Goods whenever they are tendered for Delivery. Supplier will not be liable for any loss or damage incurred by Stockist as a result of Delivery being late. In the event that Stockist is unable to take Delivery of the Goods as arranged then Supplier shall be entitled to charge a reasonable fee for redelivery and/or

11.        On-Line Ordering

  • Stockist acknowledges and agrees that:

    • Supplier does not guarantee the website’s performance; and

    • display on the website does not guarantee the availability of any particular Goods; therefore, all orders placed through the website shall be subject to confirmation of acceptance by Supplier; and

    • on-line ordering may be unavailable from time to time for regularly scheduled maintenance and/or upgrades; and

    • there are inherent hazards in electronic distribution, and as such Supplier cannot warrant against delays or errors in transmitting data between Stockist and Supplier including orders, and you agree that to the maximum extent permitted by law, Supplier will not be liable for any losses which Stockist suffers as a result of online-ordering not being available or for delays or errors in transmitting orders; and

    • when making a transaction through the website, Stockist’s information will pass through a secure server using SSL (secure sockets layer) encryption technology or any other similar technology as disclosed by Supplier and/or displayed on the The encryption process ensures that Stockist’s information cannot be read by or altered by outside influences; and

    • if Stockist is not the cardholder for any credit card being used to pay for the Goods, Supplier shall be entitled to reasonably assume that Stockist has received permission from the cardholder for use of the credit card for the

  • Supplier reserves the right to terminate Stockist order if it learns that Stockist has provided false or misleading information, interfered with other users or the administration of Supplier’s business, or violated the terms and conditions of this

12.        Responsibilities of Stockist

  • Stockist understands and accepts that they may supply the Goods only to their own customers and agree that they shall not:

    • directly or indirectly sub-distribute the Goods to any person, agent or retail outlet outside of Australia; or

    • exhibit or sell the Goods at flea-markets, side-walk sales, or from any area external to Stockist’s nominated premises; or

    • sub-distribute to other stockists, agents or retail

    • on-sell displays, testers, palettes, palette replacements and salon size products which are supplied only for professional use and not for individual retail sale. * Should the occasion arise, for any reason, that the Stockist wishes to dispose of any stand, the Stockist shall contact the Supplier to discuss the means of such disposal. Should the Stockist sell any stand to a third party without prior written consent from the Supplier, the Supplier shall have the right to recoup from the Stockist the wholesale price of such

  • Stockist understands and agrees to ensure:

    • that its employees, agents and consultants attend all Training Courses required by Supplier; and

    • Goods are only sold in accordance with guidelines issued from time to time by Supplier.

  • Supplier shall provide Stockist with a price list outlining the recommended retail Prices inclusive of

13.       Conditions Applicable to Environ Products

  • Stockist must be qualified in Environ products, which is achieved by completing the Environ product knowledge course at Supplier’s designated venue. Stockist, and each staff member of Stockist, shall attend refresher training sessions as required by Supplier in order to continue to sell Environ

  • It is Stockist’s responsibility to ensure that each staff member (both current, at the time of signing this agreement and future) attend the training required under this

  • Stockist shall not sell Environ products over the internet unless they have completed the relevant training outlined in 9.1 and 9.2 and have read, signed and returned the eCommerce Guidelines provided by

  • Stockist must stock the minimum basic range of Environ products. In the event that Stockist fails to maintain appropriate stock levels Supplier may suspend the supply of professional products to Stockist.

  • Supplier is not held responsible for retinoid This is discussed in detail in the Environ company training.

14.        Risk

  • Irrespective of Supplier retaining ownership of the Goods, all risk for the Goods passes to Stockist on

  • If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to Stockist, Supplier is entitled to receive all insurance proceeds payable for the The production of these terms and conditions by Supplier is sufficient evidence of Supplier’s rights to receive the insurance proceeds without the need for any person dealing with Supplier to make further enquiries.

  • Where Stockist expressly requests Supplier to leave Goods outside Supplier’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at Stockist’s sole risk and it shall be responsibility of Stockist to ensure that the Goods are insured

  • The Stockist acknowledges that goods supplied may exhibit variations in shade, colour, texture, surface and finish, and may fade or change colour over time. Supplier will make every effort to match batches of product supplied in order to minimise such variations but shall not be liable in any way whatsoever where such variations

15.        Title

  • Supplier and Stockist agree that ownership of the Goods shall not pass until:

    • Stockist has paid Supplier all amounts owing to Supplier; and

    • Stockist has met all of its other obligations to Supplier.

  • Receipt by Supplier of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or

  • It is further agreed that, until ownership of the Goods passes to Stockist in accordance with clause 1:

    • where practicable the Goods shall be kept separate and identifiable until Supplier has received payment; and

    • Stockist is only a bailee of the Goods and must return the Goods to Supplier on request;

    • Stockist holds the benefit of Stockist’s insurance of the Goods on trust for Supplier and must pay to Supplier the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;

    • Stockist must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If Stockist sells, disposes or parts with possession of the Goods then Stockist must hold the proceeds of any such act on trust for Supplier and must pay or deliver the proceeds to Supplier on demand;

    • Stockist should not convert or process the Goods or intermix them with other goods but if Stockist does so then Stockist holds the resulting product on trust for the benefit of Supplier and must sell, dispose of or return the resulting product to Supplier as it so directs;

    • Stockist irrevocably authorises Supplier to enter any premises where Supplier believes the Goods are kept and recover possession of the Goods;

    • Supplier may recover possession of any Goods in transit whether or not Delivery has occurred;

    • Stockist shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Supplier;

    • Supplier may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to Stockist.

16.        Personal Property Securities Act 2009 (“PPSA”)

  • In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA.

  • Upon assenting to these terms and conditions in writing Stockist acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in all Goods and/or collateral (account) – being a monetary obligation of Stockist to Supplier for Services – that have previously been supplied and that will be supplied in the future by Supplier to Stockist.

  • Stockist undertakes to:

    • promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Supplier may reasonably require to;

      • register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities Register;

      • register any other document required to be registered by the PPSA; or

      • correct a defect in a statement referred to in clause 14.3(a)(i) or 14.3(a)(ii);

    • indemnify, and upon demand reimburse, Supplier for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA or releasing any Goods charged thereby;

    • not register a financing change statement in respect of a security interest without the prior written consent of Supplier;

    • not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of Supplier;

    • immediately advise Supplier of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such

  • Supplier and Stockist agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and

  • Stockist waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the

  • Stockist waives their rights as a grantor and/or a debtor under sections 142 and 143 of the

  • Unless otherwise agreed to in writing by Supplier, Stockist waives their right to receive a verification statement in accordance with section 157 of the PPSA.

  • Stockist must unconditionally ratify any actions taken by Supplier under clauses 14.3 to 14.5

  • Subject to any express provisions to the contrary (including those contained in this clause 14), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

17.        Security and Charge

  • In consideration of Supplier agreeing to supply the Goods, Stockist charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by Stockist either now or in the future, to secure the performance by Stockist of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

  • Stockist indemnifies Supplier from and against all Supplier’s costs and disbursements including legal costs on a solicitor and own Stockist basis incurred in exercising Supplier’s rights under this

  • Stockist irrevocably appoints Supplier and each director of Supplier as Stockist’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 15 including, but not limited to, signing any document on Stockist’s

18.        Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)

  • Stockist must inspect the Goods on Delivery and must within forty-eight (48) hours of Delivery notify Supplier in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. Stockist must notify any other alleged defect in the Goods as soon as reasonably possible after any such defect becomes evident. Upon such notification Stockist must allow Supplier to inspect the

  • Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-Excluded Guarantees).

  • Supplier acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded

  • Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, Supplier makes no warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the Supplier’s liability in respect of these warranties is limited to the fullest extent permitted by law.

  • If Stockist is a consumer within the meaning of the CCA, Supplier’s liability is limited to the extent permitted by section 64A of Schedule

  • If Supplier is required to replace the Goods under this clause or the CCA, but is unable to do so, Supplier may refund any money Stockist has paid for the

  • Sensitivity: This is rare, however in the event that this may occur, Stockist’s client must discontinue use of the product Stockist must contact Supplier to request a Reaction Report Form. Stockist must complete and return this form with Stockist’s client signed record card and product to Supplier. Upon receipt, if it is a valid sensitivity to the product Supplier will replace the product that is causing the sensitivity (please note if Stockist’s client has purchased many products, Supplier will only replace the specific product that is causing the sensitivity). The Reaction Report Form is for Supplier’s use to ensure the quality of its products, and possibly highlight any patterns of sensitivity to a particular item.

  • Wrong Colour/Customer Dissatisfaction: the Supplier provides palettes at a reasonable cost and makes samples readily This is to ensure that the Stockist’s clients have plenty of opportunity to decide that their purchase is right for them. If a Stockist’s client returns home and decides that the product is not what they want, the Supplier does not bear responsibility for replacement; and the Stockist’s return policy comes into effect.

  • Exchange of stock: In general, Supplier does not accept exchange of Any exception to this policy must be within seven (7) days of purchase, approved by Supplier prior to return, and is subject to a twenty five percent (25%) restocking fee.

  • Supplier will not accept the return of damaged, old, discontinued products or products from opening

  • The Supplier cannot accept returns of products with slight colour This is normal due to the nature of the product. A 10% discrepancy allowance should be provided for.

  • Supplier does not issue credits, only Supplier will only accept the return of products if Supplier has sent the order incorrectly.

  • Supplier will not accept used accessories; however, Supplier will replace faulty

  • Expiry dates: Supplier will only accept the return of products if Stockist is not satisfied with its expiry date upon receipt and Stockist must notify Supplier of this within forty-eight (48) hours. Supplier is not liable for poor stock rotation. It should be notes that certain products have a short shelf

  • Stockist should ensure that it has a returns policy that accommodates Supplier’s returns policy as all stock received by Stockist falls under Stockist’s returns

  • A replacement product will not be provided to Stockist where less than half of the product

  •  

    If Stockist is not a consumer within the meaning of the CCA, Supplier’s liability for any defect or damage in the Goods is:

    • limited to the value of any express warranty or warranty card provided to Stockist by Supplier at Supplier’s sole discretion;

    • limited to any warranty to which Supplier is entitled, if Supplier did not manufacture the Goods;

    • otherwise negated

     

  • Subject to this clause 13, returns will only be accepted provided that:

    • Stockist has complied with the provisions of clause 1; and

    • Supplier has agreed that the Goods are defective; and

    • the Goods are returned within a reasonable time at Stockist’s cost (if that cost is not significant); and

    • the Goods are returned in as close a condition to that in which they were delivered as is

  • Notwithstanding clauses 16.1 to 16.16 but subject to the CCA, Supplier shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:

    • Stockist failing to properly maintain or store any Goods;

    • Stockist using the Goods for any purpose other than that for which they were designed;

    • Stockist continuing the use of any Goods after any defect became apparent or should have become apparent to a reasonably prudent operator or user;

    • Stockist failing to follow any instructions or guidelines provided by Supplier;

    • fair wear and tear, any accident, or act of

  • Notwithstanding anything contained in this clause if Supplier is required by a law to accept a return then Supplier will only accept a return on the conditions imposed by that

19.        Intellectual Property

  • Stockist warrants that all designs or instructions to Supplier will not cause Supplier to infringe any patent, registered design or trademark in the execution of Stockist’s order and Stockist agrees to indemnify Supplier against any action taken by a third party against Supplier in respect of any such

  • Stockist may not use any logos, trademarks, graphics or copy material provided by Supplier for any purpose, including advertising or on internet websites, without Supplier’s express written permission to do

  • Stockist acknowledges and accepts that the before and after photos supplied by Supplier are for display in Stockist’s premises and may not be reproduced by

 

20.        Advertising

  • Use of any brand logos must follow Brand Guides provided by

  • Stockist must not make any unsubstantiated claims in the name of Supplier or the brand name of the Goods.

  • Any advertising of the Goods by Stockist must be authorized by Supplier.

21.        Default and Consequences of Default

  • Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Supplier’s sole discretion such interest shall compound monthly at such a rate) after as well as before any

  • If Stockist owes Supplier any money Stockist shall indemnify Supplier from and against all costs and disbursements incurred by Supplier in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Supplier’s Agreement default fee, and bank dishonour fees).

  • Further to any other rights or remedies Supplier may have under this Agreement, if a Stockist has made payment to Supplier, and the transaction is subsequently reversed, Stockist shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Supplier under this clause 19 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to Stockist’s obligations under this

  • Without prejudice to Supplier’s other remedies at law Supplier shall be entitled to cancel all or any part of any order of Stockist which remains unfulfilled and all amounts owing to Supplier shall, whether or not due for payment, become immediately payable if:

    • any money payable to Supplier becomes overdue, or in Supplier’s opinion Stockist will be unable to make a payment when it falls due;

    • Stockist has exceeded any applicable credit limit provided by Supplier;

    • Stockist becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

    • a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of Stockist or any asset of Stockist.

22.        Cancellation

  • Without prejudice to any other remedies Supplier may have, if at any time Stockist is in breach of any obligation (including those relating to payment) under these terms and conditions Supplier may suspend or terminate the supply of Goods to Supplier will not be liable to Stockist for any loss or damage Stockist suffers because Supplier has exercised its rights under this clause.

  • Supplier may cancel any Agreement to which these terms and conditions apply or cancel Delivery of Goods at any time before the Goods are delivered by giving written notice to Stockist. On giving such notice Supplier shall repay to Stockist any money paid by Stockist for the Goods. Supplier shall not be liable for any loss or damage whatsoever arising from such

  • In the event that Stockist cancels Delivery of Goods Stockist shall be liable for any and all loss incurred (whether direct or indirect) by Supplier as a direct result of the cancellation (including, but not limited to, any loss of profits).

23.        Privacy Policy

  • All emails, documents, images or other recorded information held or used by Supplier is Personal Information, as defined and referred to in clause 21.3, and therefore considered Confidential Information. Supplier acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1988 (“the Act”) including the Part IIIC of the Act being Privacy Amendment (Notifiable Data Breaches) Act 2017 (NDB) and any statutory requirements, where relevant in a European Economic Area (“EEA”), under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). Supplier acknowledges that in the event it becomes aware of any data breaches and/or disclosure of Stockists Personal Information, held by Supplier that may result in serious harm to Stockist, Supplier will notify Stockist in accordance with the Act and/or the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by Stockist by written consent, unless subject to an operation of law.

  • Notwithstanding clause 21.1, privacy limitations will extend to Supplier in respect of Cookies where transactions for purchases/orders transpire directly from Supplier’s website. Supplier agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as Stockist’s:

    • IP address, browser, email client type and other similar details;

    • tracking website usage and traffic; and

    • reports are available to Supplier when Supplier sends an email to Stockist, so Supplier may collect and review that information (“collectively Personal Information”)

In order to enable / disable the collection of Personal Information by way of Cookies, Stockist shall have the right to enable / disable the Cookies first by selecting the option to enable / disable, provided on the website prior to proceeding with a purchase/order via Supplier’s website.

  • Stockist agrees for Supplier to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address, O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) about Stockist in relation to credit provided by Supplier.

  • Stockist agrees that Supplier may exchange information about Stockist with those credit providers and with related body corporates for the following purposes:

    • to assess an application by Stockist; and/or

    • to notify other credit providers of a default by Stockist; and/or

    • to exchange information with other credit providers as to the status of this credit account, where Stockist is in default with other credit providers; and/or

    • to assess the creditworthiness of Stockist including Stockist’s repayment history in the preceding two (2)

  • Stockist consents to Supplier being given a consumer credit report to collect overdue payment on commercial

  • Stockist agrees that personal credit information provided may be used and retained by Supplier for the following purposes (and for other agreed purposes or required by):

    • the provision of Goods; and/or

    • analysing, verifying and/or checking Stockist’s credit, payment and/or status in relation to the provision of Goods; and/or

    • processing of any payment instructions, direct debit facilities and/or credit facilities requested by Stockist; and/or

    • enabling the collection of amounts outstanding in relation to the

  • Supplier may give information about Stockist to a CRB for the following purposes:

    • to obtain a consumer credit report;

    • allow the CRB to create or maintain a credit information file about Stockist including credit

  • The information given to the CRB may include:

    • Personal Information as outlined in 21.3 above;

    • name of the credit provider and that Supplier is a current credit provider to Stockist;

    • whether the credit provider is a licensee;

    • type of consumer credit;

    • details concerning Stockist’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account and the amount requested);

    • advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that Stockist no longer has any overdue accounts and Supplier has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);

    • information that, in the opinion of Supplier, Stockist has committed a serious credit infringement;

    • advice that the amount of Stockist’s overdue payment is equal to or more than one hundred and fifty dollars ($150).

  • Stockist shall have the right to request (by e-mail) from Supplier:

    • a copy of the Personal Information about Stockist retained by Supplier and the right to request that Supplier correct any incorrect Personal Information; and

    • that Supplier does not disclose any Personal Information about Stockist for the purpose of direct

  • Supplier will destroy Personal Information upon Stockist’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Agreement or is required to be maintained and/or stored in accordance with the

  • Stockist can make a privacy complaint by contacting Supplier via e-mail. Supplier will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint. In the event that Stockist is not satisfied with the resolution provided, Stockist can make a complaint to the Information Commissioner at www.oaic.gov.au.

24.        Service of Notices

  • Any written notice given under this Agreement shall be deemed to have been given and received:

    • by handing the notice to the other party, in person;

    • by leaving it at the address of the other party as stated in this Agreement;

    • by sending it by registered post to the address of the other party as stated in this Agreement;

    • if sent by facsimile transmission to the fax number of the other party as stated in this Agreement (if any), on receipt of confirmation of the transmission;

    • if sent by email to the other party’s last known email

  • Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been

25.        Trusts

  • If Stockist at any time upon or subsequent to entering in to the Agreement is acting in the capacity of trustee of any trust (“Trust”) then whether or not Supplier may have notice of the Trust, Stockist covenants with Supplier as follows:

  • the Agreement extends to all rights of indemnity which Stockist now or subsequently may have against the Trust and the trust fund;

  • Stockist has full and complete power and authority under the Trust to enter into the Agreement and the provisions of the Trust do not purport to exclude or take away the right of indemnity of Stockist against the Trust or the trust fund. Stockist will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;

  • Stockist will not without consent in writing of Supplier (Supplier will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:

    • the removal, replacement or retirement of Stockist as trustee of the Trust;

    • any alteration to or variation of the terms of the Trust;

    • any advancement or distribution of capital of the Trust; or

    • any resettlement of the trust

26.        Dispute Resolution

  • If a dispute arises between the parties to this Agreement then either party shall send to the other party a notice of dispute in writing adequately identifying and providing details of the dispute. Within fourteen (14) days after service of a notice of dispute, the parties shall confer at least once, to attempt to resolve the At any such conference each party shall be represented by a person having authority to agree to a resolution of the dispute. In the event that the dispute cannot be so resolved either party may by further notice in writing delivered by hand or sent by certified mail to the other party refer such dispute to arbitration. Any arbitration shall be:

    • referred to a single arbitrator to be nominated by the President of the Institute of Arbitrators Australia; and

    • conducted in accordance with the Institute of Arbitrators Australia Rules for the Conduct of Commercial

27.        General

  • The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or

  • These terms and conditions and any Agreement to which they apply shall be governed by the laws of Queensland and in the event of a dispute that deems necessary for the matter to be referred to a Magistrates or higher Court then jurisdiction will be subject to the Noosa Court in the state of Queensland in which Supplier has its principal place of

  • Subject to clause 16, Supplier shall be under no liability whatsoever to Stockist for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by Stockist arising out of a breach by Supplier of these terms and conditions (alternatively Supplier’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).

  • Supplier may licence and/or assign all or any part of its rights and/or obligations under this Agreement without Stockist’s

  • Stockist cannot licence or assign this Agreement without the written approval of

  • Supplier may elect to sub license any part of the Services but shall not be relieved from any liability or obligation under this Agreement by so doing. Furthermore, Stockist agrees and understands that they have no authority to give any instruction to any of Supplier’s sub-licensors without the authority of

  • Stockist agrees that Supplier may amend their general terms and conditions for subsequent future Agreements with Stockist by disclosing such to Stockist in writing. These changes shall be deemed to take effect from the date on which Stockist accepts such changes, or otherwise at such time as Stockist makes a further request for Supplier to provide Goods to

  • Neither party shall be liable for any default due to any act of God, war, terrorism, pandemic, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either

  • Both parties warrant that they have the power to enter into this Agreement and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Agreement creates binding and valid legal obligations on them.

28.        Display jane iredale

    • Under this Agreement Supplier will provide Stockist with a Display (“Display”) free of charge on a minimum orders being met and subject to the following terms and conditions:

      • The Display is only to be used to display the Suppliers products

      • At all times the Display is to be stocked to the agreed minimum level of

      • Stockist is responsible for maintaining a clean and professional appearance on the Display and agrees to take all due care to ensure that the Display is not damaged or marked in any

      • esters must be current and within their use by

      • Stockist shall immediately advise Supplier, if for any reason, they opt to remove the Display. Stockist may not throw away the Display, give it to any third party or sell the Display unless Stockist has received written permission from the Supplier to do

      • Display remains the property of the

 

Errors and omissions excepted

 

 

Iredale Cosmetics, Inc. Authorised Seller Requirements Terms & Conditions

 

To protect the jane iredale brand, Iredale Cosmetics, Inc. (“IC”) sells products marketed under the jane iredale brand (the “Products”) in Australia (the “Territory”) solely through itself, its Authorised Distributor Margi Fox Distributors Pty Ltd, and its Authorised Resellers (collectively, “Authorised Sellers”).  All sellers of the Products are required to meet all the Authorised Seller Requirements specified in these Terms & Conditions.  These requirements ensure that the Products are represented appropriately and that end consumers ultimately have good experiences with the Products.

By purchasing the Products for purposes of resale, you represent that you meet all the Authorised Seller Requirements in these Terms & Conditions and agree to comply with all the Authorised Seller Requirements in these Terms & Conditions for as long as you sell the Products.  If IC or your Authorised Distributor Margi Fox Distributors Pty Ltd determines that you do not meet any of the Authorised Seller Requirements in these Terms & Condition, IC or your Authorised Distributor may terminate your status as an Authorised Seller, revoke your right to buy the Products, add you to any applicable Do-Not-Sell Lists, and pursue any other remedies permitted by law.

Permitted Customers & Sourcing

All Authorised Sellers must follow these rules to ensure the distribution system’s integrity:

  1. You may sell or give the Products only to end consumers in the Territory.
  2. You may purchase or receive the Products only from Margi Fox Distributors in the Territory.
  3. You may sell, ship, or give the Products to customers only within the Territory. You may not sell, ship, or give the Products to customers outside the Territory.
  4. You may not, directly or through an affiliate, sell the Products outside the Territory on any website with the same branding as a website you use to sell the Product within the Territory.
  5. You may not purchase or receive jane iredale-brand Products from outside the Territory and resell them within the Territory.

Authorised Resellers

The Products are luxury cosmetics products intended to be sold through professional and specialty channels only.  Accordingly, to qualify as an Authorised Reseller, you must be a dermatologist, plastic surgeon, other medical professional, trained aesthetician, or skin care professional, trained or licensed cosmetologist or equivalent, spa or day spa, specialty retailer (such as a pharmacy, perfumery or beauty boutique), hair salon, premium department store, college or university, or website operated by one of the above.

Branding Requirements

To ensure that the Products are appropriately represented as luxury cosmetics, all Authorised Sellers must meet the following Branding Requirements:

  1. Your store or online equivalent, whether a salon, spa, perfumery, boutique, department store, or otherwise, shall convey a premium image and be aesthetically pleasing, clean, ordered, well-lit, and adequately staffed.
  2. You shall use your best efforts to promote, distribute, and sell all Products to end customers within the Territory. You shall conduct your business at the highest professional and ethical standards and shall act to promote the goodwill and highest quality image associated with IC and its Products.
  3. You must represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of IC, the Products, or the jane iredale brand.
  4. You shall maintain IC’s brand standards in your merchandising and display of the Products. All Product displays shall be clean and well-stocked and include most of the jane iredale line of products, including most of the shade SKUs associated with each product.  No other brand may be represented on the jane iredale display.
  5. You must not advertise, market, display, or demonstrate the Products together with other items in any manner that would falsely create the impression that the other items are made by, endorsed by, or associated with IC or the jane iredale brand.
  6. You shall maintain adequate stock levels to satisfy customer demand and ensure reasonably prompt delivery of Products to your customers. It is good practice to maintain stock levels equal to one and a half months of your average monthly unit sales over the last three months.
  7. You may use only promotional materials (including, without limitation, websites, postcards, promotional flyers, or other mailings, displays, or trade show materials) that are provided by IC or your Authorised Distributor. You may not use or distribute your own promotional materials relating to the Products without IC’s prior written consent.  You may not use or distribute any promotional materials relating to the Products that IC has disapproved.
  8. You must not package the Products with the goods or promotional materials of any other brand without IC’s prior written consent.

Product Quality Control Requirements

To ensure that customers get the high-quality Products they expect, Authorised Sellers must follow these Product Quality Control Requirements:

  1. You must store the Products only in adequate facilities that are temperature-controlled and not exposed to inappropriate temperature or humidity conditions.
  2. You must allow IC and your Authorised Distributor to inspect any facilities where you store the Products.
  3. You must follow all storage instructions issued by IC or by your Authorised Distributor from IC for specific Products, including instructions on product labels, packaging, or inserts.
  4. You must inspect all Products within ten (10) days of receipt and report any product quality or condition issues to r your Authorised Distributor
  5. You must not sell any Products after any Product expiration date shown on Product packaging (the “Sell-by Date”). Immediately prior to displaying any Product in a store or shipping any Product to a customer, you must inspect the Product to ensure that it is within the Sell-by Date.  If the Product is past its Sell-by Date, you must destroy the Product.
  6. You must not sell any Products that are damaged or have damaged packaging. Immediately prior to displaying any Product in a store or shipping any Product to a customer, you must inspect the Product to ensure that there is no damage to the Product or its packaging.  If the Product or its packaging is damaged, you must report the damage to your Authorised Distributor.
  7. You must sell the Products in their original and unaltered packaging only. You must not modify any Product or packaging, including any code or labels on said packaging.
  8. You must not sell any Product that has ever been provided or used as a tester or sample Product.
  9. You must not sell any Product that has been repackaged or returned, unless it satisfies the following conditions: (i) the product is unopened; (ii) it is in its original condition (no visible damage or defect); and (iii) it is in compliance with D.5 above.

Customer Service Requirements

Authorised Sellers that sell to end consumers must meet the following Customer Service Requirements:

  1. You must provide prompt and courteous customer support, including timely shipping of Products to customers as supplies allow, customer assistance, and prompt responses to customer inquiries and complaints.
  2. You must provide personal services to those customers to allow customers to have the best possible shopping experience. Such services shall be provided by personnel who are well-trained to provide individual customer consultations regarding the Products.  You must provide individual in-person consultations on makeup selection and use in your brick-and-mortar stores when requested by a customer.  For Internet sales, you must make individual consultations available by telephone, chatroom, email, or other appropriate communication channel when requested by a customer.
  3. You must be able to provide customer support during standard industry practice open hours. Outside of these hours, a customer must be able to leave either a voicemail or send an email requesting customer support.  These requests must be answered as soon as possible, but under no circumstances later than the next business day that you are open.
  4. You must review and become familiar with any training materials regarding the Products provided by IC or by your Authorised Distributor.
  5. You must be able to handle returns consistent with IC’s return policies for the Products.
  6. You must cooperate with any product tracking system, product recall, or other customer information dissemination efforts relating to Products.
  7. You must have the ability to provide the customer service required by these requirements in at least one locally recognised language of the Territory.

Online and Catalogue Sales Requirements

Consumers purchasing online or through a catalogue do not have the chance to see or touch the Product that they will buy, and thus rely on Authorised Sellers to provide accurate and comprehensive product information, ensure product quality, and fulfil orders well.  Accordingly, all Authorised Sellers selling the Products through any website, catalogue, or other means where the Product is shipped directly to the end consumer must meet the following requirements:

  1. Your website or catalogue must be owned and operated under your own company full name and must clearly indicate your address and telephone contact information.
  2. Your website or catalogue must not give the appearance that it is operated by IC or any third party.
  3. Your website or catalogue must convey a premium image and be aesthetically pleasing, clean and ordered. You must display the Products on webpages or catalogue pages that have an uncluttered backdrop, no pop-ups, and high-quality images.
  4. You must not display other brands on the same webpages or catalogue pages where you display the Products.
  5. You must not sell the Products on third-party e-commerce sites, such as Amazon or eBay.
  6. Any descriptions you display of the Products must be accurate and complete.
  7. You may use only images and copy related to the Products and the jane iredale brand that are issued or approved by IC or your IC Authorised Distributor.
  8. You must follow all IC instructions regarding the shipping and handling of the Products, including instructions on product labels, packaging, manuals, and the Product Quality Control Requirements of these Authorised Seller Requirements.
  9. Your product listing must clearly identify all languages used on product labels or literature. This requirement may be satisfied with a picture of the product labels or literature.

Seller Accountability Requirements

You must meet all the following Seller Accountability Requirements, which ensure that the other Authorised Seller Requirements can be enforced, and any problems can be discovered and resolved as quickly as possible:

  1. You must allow IC and your Authorised Distributor to inspect your business, including visiting facilities and reviewing records, to verify compliance with these Authorised Seller Requirements.
  2. You must cooperate with IC and your Authorised Distributor in ensuring the highest quality customer experience standards relating to your sale of the Products, including disclosing information regarding your sources and handling of the Products.
  3. You must report to IC and your Authorised Distributor any customer complaints, safety issues, or quality problems regarding the Products of which you become aware.
  4. You must designate an employee or other agent to oversee your compliance with these Authorised Seller Requirements and provide that person’s name and business contact information to your Authorised Distributor. That employee or agent must respond to inquiries by IC or your Authorised Distributor within the next business day.
  5. Upon request from IC, you must provide access to IC product sales records, data surrounding IC product performance and other commercial information reasonably requested by IC.
  6. You must obtain all necessary government approvals to market and sell the Products in any given territory unless such approvals have already been obtained by IC (or its approved agent) or your Authorised Distributor.
  7. You must comply with all applicable laws, which include any laws, ordinances, regulations, rules, administrative orders, decrees, and policies of any territory, government, governmental agency, or department.
  8. You must not engage in any conduct that may cause IC to be in violation of applicable laws in any jurisdiction.
  9. You must cooperate and participate, as necessary, in IC’s legal compliance efforts.
  10. Upon IC or your Authorised Distributor’s request, you must furnish IC and your Authorised Distributor with documentation to confirm your compliance with these Authorised Seller Requirements.
  11. You must comply with all terms of any applicable agreements you have with IC, including your Stockist Agreement.

Intellectual Property License

IC is the sole and exclusive owner of all trademarks, trade names, and service marks that IC uses in connection with the Products, together with all foreign language translations and transliterations of the same (collectively, “IC Trademarks”), together with all IC’s trade secrets, copyrighted works, and patents (collectively with IC trademarks, “IC Intellectual Property”).

IC grants you, as an Authorised Seller, a limited license to use the IC Trademarks: (i) to identify and market the products only on promotional materials prepared or approved in writing by IC (including for images and other material used in professional trade shows); (ii) on any website that you operate in accordance with these Authorised Seller Requirements and any other agreement you may have with IC; and (iii) on business cards or other stationary indicating that you are an Authorised Seller.

You must follow all of IC’s requirements relating to the use of IC’s intellectual property (including IC’s Copyrighted Material and Trademark Policy and, where applicable, IC’s Internet Policy and Guide for International Sales for Stockists or International Distribution Partners).  IC reserves the right to change its requirements at any time.

IC’s requirements currently include the following:

  1. You may use IC’s trademarks, trade names, and service marks to identify and market the Products so long as you abide by these Authorised Seller Requirements and any other agreements you have with IC.
  2. You may use images of the Products and IC’s branding from Image Relay so long as you comply with our Copyrighted Material and Trademark Policy (available on the Image Relay portal).
  3. You may use your own photographs of the Products if they are of comparable quality to photographs of the Products from IC and Image Relay.
  4. You must not change the text, look, or colour of any IC logos or trademarks.
  5. You must not use images, graphics, or text inconsistent with IC’s superior brand image.
  6. You must not undermine or devalue IC’s products, logos, or trademarks.
  7. You must not use out-of-date copy or imagery.
  8. You must not manufacture, advertise, or cause the manufacture of any product bearing any IC Trademark without IC’s prior written approval.
  9. You must not register any IC Trademarks, trade names, or domain names.
  10. You must not use any IC Intellectual Property outside the Territory.
  11. You must comply with all local intellectual property laws in each jurisdiction where you sell the Products.
  12. You must promptly notify IC of any actual or suspected infringement of IC Intellectual Property of which you become aware.
  13. You must cooperate with IC and your Authorised Distributor in protecting IC’s intellectual property rights within the Territory, including providing IC with evidence of actual sales and other topics as IC may request.

Except as expressly permitted herein, IC reserves all rights in the IC Intellectual Property, and you shall have no rights in or to any such IC Intellectual Property.  All goodwill generated by your use of the IC Trademarks shall belong exclusively to IC.