Wholesale Terms & Conditions

TERMS & CONDITIONS
By requesting Two Darlings Co. Pty Ltd to supply Goods to you, you acknowledge and agree to these Wholesale Terms & Conditions. We only open orders to stockists on a pre order basis. All orders are final. We do not accept returns/offer refunds for change of mind.

Key Terms

This Agreement is between the us, the supplier, Two Darlings Co Pty Ltd (referred to as we, our or us) and you, the customer (referred to as you or your) and consists of these Key Terms and the General Conditions.

PAYMENT TERMS: 
30% Deposit due within 3 days of order
Balance due prior to shipping
Cleared payment must be received prior to releasing orders.

ANNUAL INTEREST RATE ON LATE PAYMENTS: 15% per annum

PERIOD FOR RETURNING OBVIOUSLY DEFECTIVE GOODS: 21 days after delivery

JURISDICTION & GOVERNING LAW: Queensland, Australia

General Conditions

EFFECT OF THIS AGREEMENT:
The Agreement applies in relation to any goods we sell you even if it is not signed and it overrides any inconsistent terms or conditions in any purchase orders or other documents you use (unless we specifically sign a document agreeing otherwise).

QUOTATIONS:
Prices and other details in any quotation, pro forma invoice or other document that we provide are only valid for 30 days or such other limited time period as stated in the document.

ORDERS:
You acknowledge that once you place an order with us, we may order or manufacture goods especially for you and we may not permit you to vary or cancel the order unless you compensate us for the losses we incur or we otherwise consent.

  • Minimum order spend for SEASONAL collections is $1000.00 AUD per order (unless stated otherwise);
  • Minimum order spend for ESSENTIALS collections is $500.00 AUD per order (unless stated otherwise);

PRICE & PRICE INCREASES:
We will notify you of the price for the goods when you place your order. We may increase the price if there is an increase in our costs between the date of an order and the date the goods are ready for delivery. If this occurs, you may cancel the order but we will not be liable for any losses you incur in connection with the cancellation.

GST:
Unless otherwise stated, the prices for the goods are exclusive of Goods and Services Tax (GST). Where applicable, you must pay GST at the same time and in the same manner as the consideration for the goods. We will give you a tax invoice showing the applicable GST. For all international orders, Two Darlings is not liable for any taxes or charges from receiving county.

    DELIVERY:
    We will use reasonable endeavours to deliver the goods to the delivery point and on the date requested in your order. However, we will not be liable for any losses you suffer as a result of a delay or failure to deliver the goods.

    • All SEASONAL domestic orders are sent via Couriers Please or AusPost at a flat rate of $45.00 AUD;
    • All ESSENTIAL domestic orders are sent via Couriers Please or AusPost at a flat rate of $30.00 AUD;
    • Domestic orders over $2000.00 AUD qualify for free shipping.
    • All International orders will have shipping calculated and invoiced on dispatch.
    • International Orders are shipped via Two Darlings Co Pty Ltd's AusPost or DHL accounts. We will not ship via your own freight account.
    • For all international orders, Two Darlings is not liable for any taxes or charges from receiving county.

    RISK IN THE GOODS:
    Risk in the goods will pass to you when you take possession of them.

    RETURN OF OBVIOUSLY DEFECTIVE GOODS:
    You must inspect the goods on delivery and may return them as defective if they:

    • are not of acceptable quality (as defined in the Australian Consumer Law); or
    • do not conform to an agreed specification.

    The period for returning obviously defective goods is set out in the above Key Terms. If you fail to return the goods (or notify us of any shortfall in the quantity delivered) within this period, you must pay for them in full despite any shortfall or defects (other than non-obvious or latent defects that you could not be reasonably expected to have identified within the time period).

    We will cover the charges for returning the goods if we accept that they are defective. Credit Notes/Replacements will only be given for Goods that are deemed faulty by Two Darlings Co. Pty Ltd

      PAYMENT TERMS:
      You must pay us for the goods on the payment terms in the above Key Terms. However, if we consider (in our absolute discretion) that your creditworthiness is unsatisfactory or the amount would exceed our credit limit, we may require you to pay for the goods in full at the time of ordering.

      • All PRE ORDERS require a minimum of 30% NON REFUNDABLE deposit paid within 3 business days to secure your order;
      • All PRE ORDER balances are due in full prior to shipment. Failure to pay your balance within 21 days from notice of payment due will result in your order being cancelled and your deposit forfeited.

      INTEREST ON LATE PAYMENTS:
      If you fail to pay us strictly within the payment terms we reserve the right to enforce payment based on the annual interest rate on late payments in the above Key Terms. The interest will be calculated daily on the amount outstanding.

      ENFORCEMENT EXPENSES:
      You must pay any reasonable expenses (including legal fees) we incur to enforce our rights under this Agreement.

      GOODS SUPPLIED ON A WHOLESALE BASIS:
      You confirm you are purchasing the goods on a wholesale basis to on-sell or re-supply to your customers and that as such you may not be entitled to all of the consumer guarantees under the Australian Consumer Law.

      OUR WARRANTIES:
      We warrant that the goods we deliver will:

      • match the description in the invoice and any agreed specification;
      • be free of third party claims or undisclosed securities; and
      • be of acceptable quality as defined in the Australian Consumer Law.

      LIMITATION OF LIABILITY
      We limit our liability in relation to the sale of goods to you as follows:

      • apart from the warranties in the Agreement or any express guarantees, we exclude all warranties and guarantees (whether written or oral);
      • our liability for any claims (whether for negligence, breach of contract or statute) is limited at our option to either:
        • replacing the goods or supplying equivalent goods; or
        • repairing of the goods; or
        • paying you the cost of having the goods replaced or repaired; and
        • we are not liable for any indirect, incidental, special and/or consequential losses, liability, costs or damages; any loss of business opportunity, production, profits or savings; or any reasonably foreseeable losses.

      However, this limitation of liability does not apply if it would restrict, modify or exclude your rights in a way that is not permitted under the Australian Consumer Law or other applicable laws.

      VARIATIONS:
      We may vary this Agreement by giving you written notice at any time. The variation will only affect future orders.

      JURISDICTION & GOVERNING LAW:
      The jurisdiction and governing law in the Key Terms apply to this Agreement. The courts of the jurisdiction are entitled, non-exclusively, to resolve disputes about this Agreement.