OOBI POLICIES, TERMS & CONDITIONS OF TRADING
1 Approved retailers
(a) A retailer wishing to become an approved Oobi Baby retailer should apply by completing a New Retailer Application form and returning it to The Manager, Oobi Baby, Unit B – 515 Botany Road, Zetland, NSW 2017.
(b) All information required by the New Retailer Application form must be provided. Oobi Baby may require further information after receiving the completed form.
(c) Oobi Baby will decide, in its own absolute discretion, whether to approve an applicant. We may decide to grant an approval subject to conditions in which case the approval will only become effective if the applicant accepts the conditions in writing.
(d) Oobi Baby is already adequately represented on the internet by internet retailers and until further notice will not be accepting any applications for approval of a retailer as an internet retailer. Please note that this also includes eBay, Facebook and all other social networking sites.
2 Approved retail outlets
(a) An approved retailer is only authorised to resell Oobi Baby products through an approved retail outlet. An applicant for approval as an Oobi Baby retailer will only be approved if Oobi Baby also approves one or more of the applicant's retail outlets specified in the Application. If an approved retailer wishes to resell Oobi Baby products through any different or additional outlet, the retailer must make a separate application for approval of that outlet.
(b) Oobi Baby will decide, in its own absolute discretion, whether to approve a retail outlet. We may decide to approve a retail outlet subject to conditions, in which case the approval will only become effective if the applicant accepts the conditions in writing.
(c) As a general rule Oobi Baby will only approve an outlet that is a suitable children's wear or baby's wear store or a store that has a children's wear or baby's wear section or allocated area. We are unlikely to approve resale through any other kinds of stores such as pharmacies, newsagencies or cafes.
(d) As a general rule we will not approve resale through an outlet in a geographic area where we consider Oobi Baby is already adequately represented.
(e) A retail store will only be approved as an Oobi Baby retail outlet if Oobi Baby is satisfied that its products will be displayed, promoted and sold in accordance with Oobi Baby's standards for approved retail store outlets.
(f) An approved retailer must ensure that, at all times, Oobi Baby products are displayed, promoted and sold at the retailer's approved outlet in accordance with Oobi Baby's standards for approved retail store outlets.
(g) As previously stated, Oobi Baby is already adequately represented on the internet and until further notice will not be accepting any applications for approval of an internet outlet.
(h) If an approved retailer does not place a seasonal order for the minimum amount required under these terms and conditions for any season, the retailer will cease to be an approved retailer and must reapply for approval as an Oobi Baby retailer before ordering for any subsequent season.
(i) If an approved retailer operates 2 or more approved outlets and does not place a seasonal order for the minimum amount required under these terms and conditions for one or more of those outlets for any season, the outlet or outlets will cease to be approved outlets and the retailer must reapply for approval of that outlet or those outlets before ordering for any subsequent season for the outlets.
3 Standards for approved retail store outlets
(a) Oobi Baby products must be well presented and displayed in a prominent position in the store.
(b) Oobi Baby products must feature in the window display at least quarterly for at least one week.
(c) If Oobi Baby supplies show cards, they must be displayed prominently.
(d) Staff must be familiar with the Oobi Baby range and be able to describe its qualities confidently and appropriately.
4 Use of Oobi Baby images
(a) Oobi Baby's images, photographs, logos and all other material created by Oobi Baby are copyrighted. They must not be used, reproduced or disseminated without the prior express approval of Oobi Baby and then only in accordance with the terms of the approval.
(b) Unless Oobi Baby specifies otherwise, an approval remains current for only three months.
5 Orders
(a) By placing an order with Oobi Baby a customer agrees to accept and be bound by Oobi Baby's policies and terms and conditions current at the time of placing the order.
(b) Oobi Baby issues seasonal catalogues and price lists, usually bi-annually. Unless Oobi Baby agrees otherwise, products may only be ordered from a catalogue or price list current at the time of the order.
(c) If particular products are in packs or minimum quantities, they must be ordered in those packs or quantities. If assortments, colours or sizes are optional, orders must specify a selection otherwise we will make the selection.
(d) The first order a retailer places for products in a seasonal catalogue or price list (seasonal order) must be for a total minimum amount of $1000 plus GST or, for an internet retailer, a total minimum amount of $10,000 plus GST for the winter season $15,000 plus GST for the summer season.
(e) Seasonal orders should be placed as soon as possible after the launch of Oobi Baby's seasonal ranges to help ensure availability.
(f) Orders during the same season after a seasonal order (top up orders) must be for a total minimum value of $200 plus GST.
(g) If an order does not comply with these requirements Oobi Baby may contact you to adjust your order but does not assume any obligation to do so. Non complying orders will be accepted only if Oobi Baby, in its absolute discretion, decides to do so.
(h) Your order is binding on you once it is placed with us. Any changes to the order, and any cancellations, must be made within seven days after that, otherwise, you will be obliged to pay a cancellation fee of 10% of the order value for administration.
(i) Oobi Baby may decide, in its absolute discretion, not to accept or not to supply an order placed by a credit account customer at any time before the order is delivered.
(j) Oobi Baby is not obliged to accept any order, whether it is a complying order or not.
6 Delivery and retention of title
(a) Unless Oobi Baby agrees otherwise in relation to a particular order, Oobi Baby will arrange for delivery of orders to the customer's premises and will add the delivery charges to the price of the goods.
(b) Risk passes at the time of delivery.
(c) Oobi Baby retains title in all goods supplied until they are paid for in full. Oobi Baby may take possession of any stock not paid for within our credit terms.
7 Delays in delivery
(a) Oobi Baby shall not be liable for any loss or damage the customer may suffer as a result of any non-delivery or late delivery of any order for any reason whatsoever, including negligence on the part of Oobi Baby, its agents or contractors.
(b) If an order is delivered with less than the ordered number of items or with items not included in the order, Oobi Baby may either supply the missing items, replace the incorrect items or give a refund for them provided that, in the case of incorrect items, the customer makes them available for collection by Oobi Baby.
8 Payment terms - non credit account customers
(a) Customers other than credit account customers must pay cash against invoice prior to delivery of an order. When your order has been packed and prepared for despatch, we will contact you and issue an invoice for the total price of the goods, GST and delivery included. Upon payment of the invoiced amount, we will despatch the order.
(b) This also applies to international customers. Oobi Baby cannot offer credit terms to any international customers.
9 Credit account customers
(a) Credit account customers must pay invoices within 30 days of the date stated on the invoice.
(b) Invoices are issued upon despatch of the orders.
10 Credit account approval
(a) An approved retailer that has successfully completed three orders may apply for a credit account.
(b) An application must be made by completing and lodging a credit account application form.
(c) Oobi Baby will decide, in its own absolute discretion, whether to approve a credit account application.
(d) We may decide to approve a credit account application subject to conditions, in which case the approval will only become effective if the applicant accepts the conditions in writing.
(e) A limit to the amount of credit supplied is imposed on each account. Oobi Baby will fix this limit taking into account your trading history, your specific requirements, your ability to pay the account limit and such other factors as Oobi Baby deems relevant.
(f) Should your account fall into arrears, we may engage the services of a debt collector to recover the arrears and we may cancel your credit account. You will be obliged to reimburse us for any fees and charges we may incur to the debt collector for these services.
11 Special orders
(a) If Oobi Baby accepts a customer's order for any product created uniquely for the customer, the order is a Special order.
(b) The terms and conditions of supply of a Special order must be specifically agreed between the customer and Oobi Baby for that order. These terms and conditions will, however, continue to apply except to the extent that they are inconsistent with the specifically agreed terms and conditions.
12 Returns
(a) Oobi Baby products must be washed only in accordance with the washing instructions on the Care Label on the product and must not be bleached or soaked.
(b) Retailers should contact us in the case of any customer returns so that we can assess the returned item before you refund your customer.
(c) If a garment is defective, either in workmanship or materials, Oobi Baby will accept a return of the item and either repay the wholesale price in full or offer a credit or replacement. To the extent permitted by law, Oobi Baby excludes any other liability or obligation whether arising under a statute or the general law and whether or not resulting from negligence on the part of Oobi Baby, its agents or contractors or otherwise.
(d) Please note that, notwithstanding the above provisions, retailers and their customers may have rights under the Competition and Consumer Act or other Commonwealth, State or Territory laws that cannot be excluded, varied or limited as above.
13 Changes to Oobi Baby's Policies and Terms and Conditions of Trading
(a) Oobi Baby may change its Policies or its Terms and Conditions of Trading at any time and from time to time. The changes will take effect as soon as Oobi Baby notifies you of the changes. All orders placed will be accepted and supplied only upon the Oobi Baby Terms and Conditions applicable at the time.
(b) Oobi Baby may, in its own absolute discretion, terminate the approval of a retailer, the approval of a retail outlet or a customer's credit account at any time upon notice to the retailer without cause and without having to provide any reason.
14 Notices
(a) Notices will be deemed to be delivered when sent by email to the email address of the customer provided to Oobi Baby for the time being.
15 Recommended retail prices
(a) Oobi Baby may from time to time issue recommended retail prices for its products. These are recommended only, and there is no obligation upon a retailer to comply with the recommendations.
(b) The prices at which a retailer sells, offers for sale or advertises Oobi Baby products is entirely a matter for the retailer.
16 Pre Sales
(a) Unless otherwise agreed in writing between Oobi Baby and yourself, you must not sell, agree to sell or offer for sale any Oobi Baby product to any retail customer prior to taking actual delivery of such Oobi Baby product.
(b) Oobi Baby does not guarantee that an order for Oobi Baby products will be supplied at all or in the exact terms of the order. Accordingly, any retailer who contravenes the pre sales prohibition in clause 16(a) does so at its own risk. You hereby indemnify and keep indemnified Oobi Baby, its related bodies corporate and their respective directors, officers, contractors, agents and employees against any claim, loss, cost, expense, fine or damage suffered as a result of, or in connection with, (directly or indirectly) a contravention by you of clause 16(a).
(c) For the avoidance of doubt, this clause 16 applies to all retailers including internet retailers and non-internet retailers.
17 Severability
If any provision or part of a provision of these terms and conditions is held or found to be void, invalid or otherwise unenforceable (whether in respect of a particular party or generally), it will be deemed to be severed to the extent that it is void or to the extent of voidability, invalidity or unenforceability, but the remainder of that provision and these terms and conditions will remain in full force and effect.
18 Governing law
These terms and conditions are governed by the law applying in New South Wales. Each retailer who places an order or otherwise deals with Oobi Baby irrevocably submits to the non-exclusive jurisdiction of the courts having jurisdiction in New South Wales and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to these terms and conditions and waives any objection it may have now or in the future to the venue of any proceedings, and any claim it may have now or in the future that any proceedings have been brought in an inconvenient forum, if that venue falls within this clause 18.