Wholesale Terms & Conditions
These terms and conditions apply to the Agreement between Us and You relating to provision of the Kaiko Products. By accessing and using our Portal, including placing any Order via the Portal, You are agreeing to be bound by the terms and conditions in this Agreement (Terms), which may be varied by Us from time to time. Words which are capitalised may be defined in clause 1.
- INTERPRETATION
1.1. In the Agreement, unless the context otherwise requires:
Agreement means the agreement between Us and You relating to the Products pursuant to the Terms;
GST has the meaning defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth); Guarantee means a guarantee for the purposes of Part 3-2 of Schedule 2 of the Competition and Consumer Act 2010 (Cth);
Intellectual Property means intellectual property both tangible and non-tangible and includes Our logos, technology, copyright, images, all ideas, know-how, concepts, information, proposals, strategies, methodologies, trade secrets, financial information, inventions, technology, market information and intelligence, industry knowledge, supplier information, relating in any way to the business carried on by Us or any entities associate with Us, whether in its own right or as trustee or agent;
Privacy Policy means any privacy policy We may have as amended by Us from time to time and which is accessible from the Portal;
Product means any good sold by Us via the Portal;
Product Information means all information relating to a Product supplied by Us;
Product Sale Price means the GST exclusive price for the Product as stated on the Portal as at the date of the relevant Order;
Terms means the terms and conditions of this Agreement as varied by Us from time to time; Us / We / Our / Our means Kaiko Fidgets Australia Pty Ltd ABN 91 660 147 302 and/or Our assigns;
You / Yours means a visitor and/or user of the Portal aged 18 years or over.
- USE OF THE WHOLESALE PORTAL (PORTAL)
2.1. To use the Portal, and place an Order, You’ll need to provide Us with some personal information. Your privacy is important to us and unless the law says we must, We won’t disclose any of your personal information.
2.2. Any information on the Portal, except Product Information, is general in nature and should not be relied upon without first seeking appropriate professional advice.
2.3. We may suspend, terminate, disable, or block access to the Portal. We do not warrant that the Portal will be available at any time.
- PRODUCTS
3.1. We sell the Products on a wholesale basis via the Portal.
3.2. Product Information concerning the Products is available on the Portal. We are obsessed about providing high quality sensory supports to the teen and adult market, we product test and modify items to ensure high performance and quality.
- ORDERS FOR PRODUCTS
4.1. You may place an Order for one or more Products via the Portal.
4.2. To place an Order, You must supply to Us with certain information about you and your business.
4.3. Any Order placed constitutes an offer to purchase the Products the subject of the Order, which We may accept or reject in Our absolute discretion.
4.4. In consideration of the promise by Us to supply and deliver the Products, You agree to pay Us the Product Sale Price and any other charge We impose pursuant to the Terms which will include, but may not be limited to, GST.
4.5. Without limitation of any other right We may have, We reserve the right to remove from sale, and from the Portal, any Product, or to amend or replace any Product Information.
- PAYMENT
5.1. On accepting an Order We will send You an Interim Invoice, but You don’t need to pay this just yet. It doesn’t include shipping because We like to only charge You what it costs Us to ship Your Order to You. So out of goodwill We will pack Your order, then calculate the shipping and add that to Your Final Invoice, which We send with Your Order. That’s right, We’ll ship Your Order before You pay.
5.2. Payment of Your Final Invoice is due within 7 days, and We take payment by bank transfer only. We really hate to chase You for payment, it’s not fun for You or Us. So, We ask that You reciprocate Our good will by making payment within that 7-day window, and if payment within that time is difficult please contact us by telephone or email and We may be able to make alternative payment arrangements.
- DELIVERY
6.1. We will only deliver Products to a valid Delivery Address. Please provide Us with information relating to whether we are delivering to You in a commercial or residential building, and also whether authority to leave or signature on delivery is required.
6.2. We will use Our best endeavours to dispatch Your Order within 24 – 48 hours.
- RE-SALE
7.1. Our Products are only to be sold on Your online store, or in your bricks and mortar store within Australia. They are not to be sold on eBay, Amazon, buy swap sell sites, or any other social media platforms or similar broad platforms.
7.2. The Licence granted at clause 10.1 does not extend to allow you to re-package Our Products for re sale under your own, or any other brand.
- PROBLEM RESOLUTION
8.1. On the rare occasion that You, or Your customer, encounters a problem with a Product, simply contact us via email at jo@kaikofidgets.com with an explanation of the problem and photos and we will work with You on a speedy resolution for You or Your customer. We don’t replace Products which are broken or damaged due fair wear and tear.
- RETURNS, REFUNDS AND EXCHANGES
9.1. If the Products are faulty, damaged, have been incorrectly described, or We send You the wrong Product, We will offer You the choice of a refund or exchange. You must notify us within 48 hours of delivery, and We may ask for photos to assist Us with working out the issue. If we need to see the Product in person for further investigation, We will pay for the postage of Products back to Us.
- OUR INTELLECTUAL PROPERTY
10.1. We grant You a non-exclusive, restricted, fully revocable licence to use the Product images and descriptions from our website for the promotion of Kaiko Products only, unless otherwise agreed in writing.
10.2. Our Intellectual Property is extremely valuable to Us. Copying our Products, and even more so, using our logo, images, or product descriptions for products that are not Kaiko products is not only illegal, it will harm our business, and it will also damage your relationship with us. We are supremely protective of our Intellectual Property and will act swiftly against anyone who breaches it. We understand that most business owners operate with the same level of decency and sense of ethics as Us, and we love working with those business owners. Unfortunately, we have experienced otherwise in our business dealings and so if you don’t believe you can work together with us with mutual respect for the work that has gone into our Product range and building our business, then we think it best that you work with someone else, and we wish you all the best.
- LIMITATION OF LIABILITY
11.1. Subject to this clause 11, and to the extent permitted by law, We and Our employees, contractors or agents do not accept liability related to the Products, or the supply or non-supply of the Products under this Agreement, whether arising at law, in equity or by virtue of any statute, unless the liability arises solely from Our gross negligence. In that circumstance Our liability is limited to:
11.1.1. replacing the Products or the supply of equivalent Products; or
11.1.2. paying You for the cost of replacing the Products or of acquiring equivalent Products.
11.2.Nothing in this clause 11 shall be read or applied so as to purport to exclude, restrict or modify, or have the effect of excluding, restricting or modifying, the application of all or any of the provisions of the Competition and Consumer Act 2010 (Cth) or any relevant State Act or Territorial Ordinance which by law cannot be excluded, restricted or modified.
- MISCELLANEOUS
12.1. Placement of Your first Order represents an ongoing acceptance of these Terms and Your consent to be bound by them.
12.2.A waiver of, or failure by Us to enforce, a right arising under the Agreement by Us does not affect any other of Our rights, whether arising under the Agreement or otherwise.
12.3. If any clause of the Agreement is invalid or unenforceable in any jurisdiction it is to be read down for the purposes of that jurisdiction to enable it to be valid and enforceable and otherwise, and to the extent of any invalidity, shall be severed without effecting, to the extent possible, the validity and enforceability of the remaining clauses of the Agreement.
12.4. If performance of any obligation arising under the Agreement is prevented or delayed, wholly or in part, by reason of an act of nature, or the consequence thereof including, but not limited to fire or flood, delays or damage in transportation or other causes beyond the control of Us, either or both of Us and You may:
12.4.1. perform the Agreement (or the unperformed part thereof) within a reasonable time from the removal of the cause preventing or delaying performance; or
12.4.2. rescind unconditionally, and without liability, the Agreement (or the unperformed part thereof).
12.5. The Agreement contains the entire Agreement between Us and You with respect to its subject matter and supersedes all prior communications, arrangements, conduct and/or agreements.
12.6. The Agreement shall be governed by, and construed in accordance with, the laws for the time being in force in the state of Victoria and Us and You submit to the non-exclusive jurisdiction of the courts of that State.
12.7.Unless otherwise stated in the Agreement, any clause of the Agreement which expressly, or by implication from its nature, is intended to continue, will survive the expiration or termination of the Agreement.
12.8.We may vary these Terms at any time without notice.
12.9.We reserve all Our rights to the extent that they are not reserved by the Terms.
