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      WHOLESALE TERMS AND CONDITIONS

      IMPORTANTE PTY LTD ABN 89 154 016 341 OF 9 HOLTERMANN STREET CROWS NEST NSW 2065, AUSTRALIA (“IMPORTANTE”) WHOLESALE TERMS AND CONDITIONS  

      In these terms  “our", “us” or "we" is used to refer to IMPORTANTE; the "customer"  "you" or “your” is used to refer to the purchaser of our products; “business days” means ordinary working days in New South Wales (“NSW”), Australia and excludes any public holidays and bank holidays in NSW, Australia “conditions” means these wholesale terms and conditions ; “contract” is the contract between you and IMPORTANTE for the sale and purchase of the products in accordance with these conditions; ‘”dispatch” means the time when we hand the products to the courier for delivery to you; and “dispatched” has a corresponding meaning  “force majeure event” means any event beyond our reasonable control which by its nature could not have been foreseen or if it could have been foreseen was unavoidable such as industrial action or disputes, civil commotion, failure of energy sources or transport networks, acts of God, war, terrorism, riot, national and international calamities, armed conflict, malicious damage, breakdown of plant and machinery, warfare of any type, pandemics, epidemics, natural disaster or fault or default of suppliers or contractors;  “order” is your order for the products which has been placed with us in accordance with these conditions “products” means the Importante goods (or part of them) as set out in the order; “writing” or “written” shall include electronic communications including emails.
      In these conditions, headings are for ease of reference only and are not to be used for purposes of interpretation of the conditions; words imparting the singular shall include the plural, unless the context indicates to the contrary; words imparting a gender shall include every gender and references to a person shall include a natural person, a company, firm or partnership.
      1.   AGREEMENT

        1.1  These conditions apply to the contract to the exclusion of any other terms and/or conditions that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
          1.2  The contract constitutes the entire agreement between you and us. No variation of the contract including the introduction of additional terms and conditions shall be effective unless it is agreed by us in writing.
            1.3  You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given on behalf of us which are not set out in the contract.
              1.4  We reserve the right to amend these terms and conditions in our sole discretion. We will notify you in writing of any amendments. The updated terms shall apply to any orders submitted by you after our notification of the amended terms.
                1.5  Our products are sold to you on the basis that you are a retailer which on-sells the products directly to consumers.    
                 
                1. YOUR DETAILS
                2.1  You must provide all relevant and up to date business details prior to placing your order with us.
                  2.2  You must promptly notify us in writing of any changes to your business details to, amongst other things, prevent delays in delivery. You indemnify us for all losses incurred by us as a result of your failure to notify us of your correct details or a change to your details.  
                    2.3  We collect, use, and store your personal information such as your name, address, phone number, email and credit card details. The primary purpose we collect your personal information is to process and complete your orders and this will include the processing of cancellations, refunds and/or replacements. We also use your personal information to notify you of new products, events, marketing, and promotional sales or to notify you of changes to our website or these conditions. We may share your personal information with suppliers, service providers, and contractors who provide products and/or services to us. These suppliers may be based in other countries.  By providing your personal information to us (or allowing another person to do so on your behalf) you agree that the provisions of this clause will apply to how we handle your personal information, and you consent to us collecting, using, and disclosing your personal information as set out herein.  If you wish to view or change the information you have provided to us at any time, please send your request to info@importante.com.au or contact us on +61 2 8003 4020.

                     

                    1. PRODUCTS

                    The products are as described in our e-catalogue and/or the samples you have viewed. Your selection of products is as described in your order. Our products are artisanal in nature and are made from natural materials and fibres as such, some variances in colours, tones, texture and fibres may occur and will not be deemed to be a product defect. 

                     

                    1. ORDERS
                    4.1  You are responsible for ensuring that the order submitted by you is complete and accurate.
                      4.2  All orders must be in writing. We do not accept any orders over the phone unless agreed otherwise by us. Phone orders which have been accepted by us (in our discretion) will be confirmed in writing by us and these conditions shall apply to such orders.
                        4.3  Your order shall be deemed to be accepted when we notify you of acceptance of the order. At this point the contract shall come into existence.  
                          4.4  Minimum Orders Per Seasonal Collection:
                          We have minimum first order conditions for each seasonal collection, these are currently:
                          4.4.1.1  La Bottega di Brunella: AUD $4,000.00 (four thousand dollars); and
                          4.4.1.2  Inkolives Footwear : AUD $1, 500.00 (one thousand five hundred dollars); and
                          4.4.1.3  Inkolives Denim : AUD $1, 500.00 (one thousand five hundred dollars); and
                          4.4.1.4  Inkolives Accessories : AUD $1, 500.00 (one thousand five hundred dollars); and
                          4.4.1.5  Pesci Che Volano :AUD $1,500.00 (one thousand five hundred dollars); and
                          4.4.1.6  Other collections: These will be notified to you prior to acceptance of your first order for that collection.
                          4.5  Availability, specifications, prices and packaging of products are subject to change prior to acceptance of your order.

                           

                          1. CANCELLATIONS AND AMENDMENTS
                          5.1  You may cancel or amend your order within 2 business days of our acceptance of your order, unless the products ordered have already been dispatched, in which case you may not cancel the order without our prior written consent.   
                            5.2  We may cancel items from your order or your entire order if our suppliers are no longer able to supply the products to us. You will be notified if this is the case.
                              5.3  Subject to clause 5.1 and 5.2, all orders are binding and cannot be canceled or amended once we have accepted your order.
                                5.4  A credit will be issued to your account for cancellation of orders made in compliance with this clause.
                                  5.5  Where we have approved the cancellation of an order, any products already dispatched must be returned at your cost within 5 business days of the approved cancellation. Clause 10.8 shall apply to returned products.

                                   

                                  1. PRICING
                                  6.1  Prices are as set out in our price list as confirmed in our invoice. All prices are in the currency set out in our invoice.
                                    6.2  Prices do not include GST or other consumption tax (for example sales tax, goods and services taxes or VAT) nor do they include delivery charges; these will be added at the rate set out in our invoice, as applicable.
                                      6.3  We are not responsible for any customs duties, withholding tax or other taxes including any taxes levied on your income or otherwise. These are solely for your account.
                                        6.4  We reserve the right to change our prices at any time prior to acceptance of your order.

                                         

                                        1. PAYMENT TERMS
                                        7.1  Payment terms are set out in our invoice and must be strictly adhered to by you.
                                          7.2  Payment for orders must be made, without deduction or set off, by credit card or direct deposit to the bank account nominated by us in our invoice.
                                            7.3  Credit card payments incur a 1(one) percent surcharge.
                                              7.4  Credit card payments are processed on the day the invoice is due for payment.
                                                7.5  When payment is made by direct deposit you must ensure that the invoice number (for which you are making payment) is included with your payment in the applicable payment reference section.
                                                  7.6  You may be required to pay a deposit on orders. In this case the amount of the deposit will be set out in our invoice (“deposit”). The deposit must be paid and received by us in cleared funds within the time period set out in the invoice.  You will be notified once your order is ready for dispatch and the balance of the amount then outstanding must be paid by within the payment terms set out in our invoice.  
                                                    7.7  For the avoidance of doubt, unless extended payment terms have been agreed with us, full payment for your order is required prior to the products being dispatched to you.
                                                      7.8  Where extended payment terms have been agreed with us, payment for orders must be made strictly within the time period agreed. We reserve the right, in our sole discretion, to revoke extended payment terms should you fail to make payment of any invoice on time or at all. These rights are in addition to any other rights which we have at law or under these conditions.
                                                        7.9  Notwithstanding anything to the contrary should we not receive full payment for your order within 30 (thirty) business days of the due date, we may, in our sole discretion and subject to any additional remedies we may have at law, cancel your order in which case you shall forfeit your deposit, if any. In the event that we appoint a third party to recover any money owing to us,  you will be liable for all fees, costs and expenses (including attorney-client fees)  associated with such recovery action.
                                                          7.10  We will not process any new orders where any invoice due by to you to us is overdue for any reason whatsoever.

                                                           

                                                          1. DELIVERY
                                                          8.1  Unless stated otherwise in these conditions, you are liable for delivery costs.
                                                          8.2  Delivery dates are estimates We do not guarantee delivery dates or times.
                                                          8.3  Products will be delivered at the place of delivery advised by you at the time or your order.
                                                          8.4  We reserve the right to make part deliveries of your order and such part delivery shall not entitle you to cancel your order or any part thereof.
                                                          8.5  If you prefer not have products delivered in part shipments you must notify us of this in writing at the time of your order, in this case products will be shipped in one shipment, once all products are available. 
                                                          8.6  We will notify you once the products in your order have been dispatched with the couriers tracking number.
                                                          8.7  To the extent permitted by law, we will not be liable to you for any losses, damages, costs or expenses arising out of late or part delivery.
                                                          8.8  We shall not be liable for any delay or failure to deliver the products or any part of your order that is caused by a force majeure event or a failure by you to provide us with adequate delivery instructions or any other information that is relevant to the supply of the products.

                                                           

                                                          1. RETURNS AND EXCHANGES
                                                          9.1  All orders must be inspected by you promptly upon receipt of the products.
                                                            9.2  All returns and exchanges require our prior written approval.
                                                              9.3  You must notify us in writing of any faulty or incorrect products within your order within 5 business days of receipt of the products.
                                                                9.4  In the case of a faulty product, you must provide us with full details of the fault together with photos of the fault.
                                                                  9.5  We will inspect all returned products and advise you as to whether they have been approved for exchange or credit.
                                                                    9.6 Returns and exchanges are only accepted for faulty products or where incorrect products have been supplied and where we have approved the return or exchange of the products in accordance with these terms.
                                                                      9.7  Any faulty products or approved exchanges must be returned within 7 (seven) business days of the date we approve the return of the products by you, at your cost.
                                                                        9.8  You must return the products within the original packaging with swing tags and accessories attached together with a copy of the relevant invoice. We do not accept return of used, misused, altered, worn or soiled products.
                                                                          9.9  If the products are found by us to be faulty and are returned to us in compliance with this clause, such products will be repaired or replaced (if in stock) otherwise a credit will be issued to your account together with applicable delivery costs. You should allow approximately 14 (fourteen) business days from receipt of products by us for your credit or exchange to be processed.
                                                                            9.10  Where we have agreed to replace faulty products delivery will be at our cost.
                                                                              9.11  All requests for returns or exchanges must be addressed to:
                                                                              9.12  Storage and administrative fees: Should you return products to us without our written authorisation you will be liable to pay a storage and administrative fee of 5% of the price of each of the returned products (“fee”). In addition, we reserve the right to sell the product returned, should you not collect (or arrange for collection) of the products within 30 days of receipt by us or fail to pay the fees within the time stipulated in our invoice. The fees will be invoiced to you separately and you agree to pay such fees within the period set out in the invoice.  In this event and notwithstanding any other provision in these conditions, any re-delivery of products to you shall be at your cost, expense and risk.

                                                                              9.13  We reserve the right to refuse the return or exchange of products which do not comply with the terms of this clause 9.

                                                                               

                                                                              1. EXCLUSIVITY

                                                                              Exclusivity for our products is not offered unless otherwise agreed in writing and then on such terms and conditions as we deem appropriate.  We have the right to rescind exclusivity, if granted, at any time at our sole discretion. We will provide you with 30 days written notice of cancelation of exclusivity.

                                                                              1. RISK AND OWNERSHIP
                                                                              11.1  Risk in and to the products passes to you upon dispatch of the products by us.
                                                                              11.2  Ownership of the products passes to you on full payment of the purchase price for such products. Until such time as payment is received in full you irrevocably authorise us or our representatives to enter any premises where the products are stored in order to retake possession of such products. Where you do not have the authority to provide such authorisation, you will promptly arrange for such authority on our behalf.

                                                                               

                                                                              1. INTELLECTUAL PROPERTY

                                                                              All intellectual property rights in and to the products and all advertising and marketing materials connected therewith, including for the avoidance of doubt photographs, vests with Importante or its suppliers.  You may only use the said intellectual property with our prior approval which, if provided, may be subject to additional terms and conditions as determined by us in our sole and absolute discretion.

                                                                               

                                                                              1. INACTIVITY

                                                                              Wholesale accounts that are inactive for 6 (six) months or greater may be closed and deactivated by us.  You will be required to reapply for your wholesale account to be reinstated.  Any reinstatement of a wholesale account is at our sole and absolute discretion. 

                                                                               

                                                                              1. WAIVER

                                                                              A waiver of any right or remedy by us under the contract shall not be deemed to be waiver of any subsequent default or breach.

                                                                               

                                                                              1. LIMITATION OF LIABILITY

                                                                              To the extent permitted by law, we, our directors, officers and employees shall not be liable to you or any third party whether in contract tort (including negligence) or otherwise for any loss of goodwill, loss of profit or any indirect or consequential loss arising under or in connection with the contract. To the extent permitted by law our aggregate liability in respect of all other losses arising in relation to a product shall not exceed the price for that product.

                                                                               

                                                                              1. NOTICES

                                                                              All notices in connection with the contract must in writing and sent to:

                                                                               Email: info@importante.com.au
                                                                               With a copy to:
                                                                               IMPORTANTE Pty Ltd
                                                                              PO Box 1922
                                                                              North Sydney
                                                                              NSW 2060
                                                                              Australia

                                                                               

                                                                              1. ASSIGNMENT

                                                                              You may not assign or delegate or otherwise deal with any of your rights or obligations under the contract. We shall have the rights to assign or otherwise delegate all or any of our rights and obligations under the contract to any person.

                                                                               

                                                                              1. SEVERANCE

                                                                              If any provision of these conditions is held to be unlawful, invalid or unenforceable, that provision shall be deemed to be severed and the validity and enforceability of the remaining provisions shall not be affected.

                                                                               

                                                                              1. GOVERNING LAW

                                                                              The contract any dispute arising out of or in connection with it or its subject matter or formation shall be governed and construed by the laws of NSW, Australia.  The courts of NSW Australia shall have exclusive jurisdiction to settle any dispute or claim arising from or out of or in connection with the Contract or its subject matter or formation.

                                                                              Validity Date of Terms: May 2023