Omorfi Active Skincare
Wholesale Terms & Conditions
Welcome to Omorfi Active Skincare, ABN 86 150 595 341. We formulate, manufacture, and supply a range of active skincare products for targeting and treating specific concerns and maintaining happy, healthy skin – all without the high-end price tag.
1. Background
Please read these Wholesale Terms & Conditions (Terms) and our Privacy Policy carefully as they govern and apply to all and any purchase, use, access, and availability of Omorfi Active Skincare (us/our) wholesale products (collectively, Products).
If you do not agree to the Terms, please refrain from the wholesale purchase of our Products.
These Terms may be amended by us at any time, and by continuing to purchase any Products, you accept the Terms as they apply from time to time.
2. Access to Products
(a) To place wholesale orders for Omorfi Active Skincare Products, you must first apply to become a wholesaler (Account), which we will approve or reject at our discretion.
(b) To make a wholesaler application, you must follow the application form prompts and provide us with current, complete, and accurate identification and other information, including but not limited to, your name, phone number, and a valid email address (Registration Information).
(c) If your Registration Information changes at any time, you must promptly notify us so we can update your Account to reflect those changes.
(d) As a wholesale Account holder, you agree that:
(i) your access to and use of our wholesale collateral is non-transferable;
(ii) you are responsible for always maintaining the confidentiality of your Registration Information, including your unique Wholesaler Code (Code); and
(iii) we may deny anyone access to an Account and our Products at any time and for any reason without notice.
3. Use of the wholesale Account
You must:
(a) only use the wholesale Account for lawful purposes and for the purposes for which it is intended;
(b) not commit any act, engage in any practice or omit to commit any act that:
(i) is harmful to our systems, reputation or goodwill; or
(ii) interferes with the integrity of our brand;
(c) not create accounts with us through unauthorised means, including by using an automated device, script, bot or other similar means; or
(d) not encourage or facilitate violations of the Terms.
4. Ordering Products
4.1. Ordering process
(a) You may place an order of the Products (Order) by:
(i) completing the wholesale order form provided; or
(ii) browsing products on the Site, adding items to ‘My Cart’, clicking the ‘Check Out’ button, and applying your unique Code.
(b) When you place an Order with us, we will issue you with an Order confirmation and Order number. By placing an Order, you make an offer to us to purchase the Products you have selected based on these Terms.
(c) You acknowledge that we have done our best to display and describe as accurately as possible the colours, shapes and sizes of the Products shown on this Site. Because the Products’ specifications you see will depend on your monitor and the device on which you view the Products, we cannot guarantee that your monitor’s or device’s display will be accurate.
(d) We reserve the right to accept or reject your Order for any reason at any time.
4.2. Initial minimum order value
(a) There is no minimum order value on any wholesale Orders; and
(b) There is no minimum annual spend to maintain your wholesale Account.
4.3. Exclusivity
(a) Subject to clause 4.3 (b) below, the Products are provided to all wholesalers and stockists on a non-exclusive basis. You acknowledge that we are not restrained or prevented from selling the Products to any wholesalers and stockists in competition with you, or in any State or territory.
(b) Contact us directly via phone or email to discuss postcode exclusivity.
(c) Postcode exclusivity is offered by us at our sole and absolute discretion, and we reserve the right to cease providing exclusivity at any time and without notice to you.
5. Restrictions on the Use and Sale of Products
(a) Your cooperation in complying with these Terms is essential to ensure that all wholesalers and stockists can enjoy their experience with our Products. Without limiting any other provision of the Terms, you agree not to do any of the following:
(i) use the Products in a pornographic, defamatory, fraudulent, lewd, obscene or otherwise illegal manner, including but not limited to infringing any third-party intellectual property or privacy rights, whether directly or in context or by juxtaposition with other services or products;
(ii) use the Products as part of a trademark, design mark, tradename, business name, service mark, or logo;
(iii) falsely represent that you are the original provider, developer or manufacturer of our Products;
(iv) remove, alter or disguise any copyright or other proprietary labels on the Products;
(v) repackage the Products in packaging other than its original packaging or any other packaging supplied by us; or
(vi) modify, adapt, merge, decompile, disassemble, reverse engineer, or create derivative works out of the Products.
(b) In the event of a product recall, you must provide us and any third party any reasonable assistance as required by us.
(c) You must not, without our prior consent or approval, sell or offer the Products for sale on any third-party websites including but not limited to eBay, Amazon, Gumtree, Facebook groups or Marketplace.
6. Payment
(a) All Orders must be paid in full in advance. We will not ship the Products until we have received payment in full. We do not offer credit, consignment, or other delayed payment terms.
(b) You may make payment for your Order by way of:
(i) credit card payments;
(ii) bank deposit;
(iii) Afterpay; or
(iv) PayPal.
(c) All pricing and payments are in Australian Dollars (AUD).
(d) “GST” means GST within the meaning of A New Tax System (Goods and Services) Act 1999 (Cth). Subject to this clause, if GST is payable in respect of any supply made to you by us, an amount equal to the GST payable (at the current prevailing rate) will be included as part of the price at which a Product is sold.
(e) You agree and acknowledge that we can vary any fees or costs related to our Products at any time. You will be notified of changes or variations.
(f) Our Products will come with a Recommended Retail Price (RRP), however you may set the prices at which you sell the Products to your customers.
(g) You are responsible for ensuring your payment details are correct. Changes to payment details can be made by contacting us via phone or email. If your credit card expires or your payment method is invalid, access to our Products may be disabled or revoked.
(h) If we cannot process or accept your Order after payment is received, we will contact you by email or telephone.
(i) We have the right to deny you access to Products or suspend or terminate your Account if we are unable to process the applicable fees.
7. Promotional and Informational Materials
7.1 Promotional Materials
(a) As our wholesale customer, we will provide you with product and lifestyle imagery of our products (Promotional Materials) that you may use for the purposes of marketing and promoting the Products.
(b) We grant you a non-exclusive, revocable, non-transferable, non-sublicensable licence to use, copy and distribute the Promotional Materials in connection with the marketing, promotion, and sale of the Products. You may use the Promotional Materials in your print advertising, website, and social media accounts.
(c) You must not:
(i) use the Promotional Materials for any other purpose, including to promote your own or any third party’s brand or products;
(ii) remove, alter, or obstruct any copyright or other proprietary notices on the Promotional Materials; or
(iii) use any other imagery or material in connection with the sale of our Products without our prior consent.
7.2 Training & Informational Materials
(a) As our wholesale customer, we will provide you with training and associated informational materials (Training & Informational Materials) including, but not limited to, ingredients, use, and application for the purpose of education.
(b) These materials do not constitute Promotional Materials and are provided:
(i) exclusively for the purposes of product training; and
(ii) with the understanding that they will remain Commercial in Confidence.
(c) You must not use, copy, or distribute any Training & Informational Materials without our written permission.
8. Shipping & Returns
8.1 Shipping
(a) Once an Order has been accepted and paid for in full, we will arrange for shipping of the Products to the location nominated by you when placing the Order.
(b) If your Order is paid in full and we have the appropriate stock on hand to fulfil your Order, we will ship the Products from our Victorian warehouse within 1 business day of the placement of the Order.
(c) You acknowledge that external factors beyond our reasonable control may delay delivery.
(d) In the event of any delay due to external factors, we will not be liable to you or your customers for any loss or liability arising from the delay.
Please note:
- Business day means Monday to Friday, except holidays.
- Orders are not shipped or delivered on weekends or holidays.
- Date of delivery may vary due to carrier shipping practices, delivery location, method of delivery, and the items ordered.
8.2 Locations
(a) We do not currently ship internationally. We ship domestically only to anywhere in Australia.
(b) We ship to both commercial and domestic addresses. We do not ship to PO Boxes.
8.3 Tracking
You will receive a link to track your Order. If your Order gets lost or becomes a delivery exception, please email us providing all relevant information, including your order number.
8.4 Defective or Incorrect Products
(a) If you receive Products that are damaged, defective or incorrect, you must notify us within 5 days of delivery with details of the shortage, error, or defect.
(b) Where we are reasonably satisfied that the Products are defective, we will, at our option:
(i) accept return, at our cost, of the defective Products;
(ii) give you credit for the defective Products; or
(iii) provide a refund for the defective Products.
(c) Where Products are incorrect, you must, at our cost, return the incorrect Products and we will arrange for the correct Products to be delivered to you.
(d) Where there is a shortfall in the Products, we will arrange for the additional Products to be delivered to make up the full Order.
(e) Where there is a surplus of Products then you must, at our cost, return the excess Products to us within 8 days of delivery.
8.5 Risk and title
Risk and title in the Products will pass to you upon delivery of the Products to you or your nominated carrier.
9. Refunds
(a) If we reject your Order for any reason, you will receive a refund of any money paid.
(b) Except as required by law, we are under no obligation to refund any payment made by you, in part or in full, for any reason, including, without limitation, deactivation of your Account.
10. Intellectual Property
(a) Our Brand and Products are subject to copyright. All material on the Site is protected under the laws of Australia and through international treaties.
(b) In these Terms, Intellectual Property (Rights) means all intellectual property rights, including all copyright, patents, trade-marks, design rights, trade secrets, circuit layouts, source code, domain names, logos, button icons, scripts, branding, design elements, graphics, written material, videos, know-how and other rights of a similar nature worldwide, whether registered or unregistered, and any applications for registration or rights to make such an application.
(c) We own all rights, title, and interests (including Intellectual Property) in the Site, Promotional Materials, Informational and Training Materials, and any material (including all text information and content, graphics, logos, and software) made available to you on the Site (collectively, Site Content). Your use and access of the Site does not grant or transfer any rights, title, or interest to you in relation to the Site Content.
(d) You may view the Site using a web browser or mobile device, and electronically copy and print in hard copy the Site Content solely for your personal and non-commercial use.
(e) We retain all rights, title, and interest in and to our Products, Promotional Materials, Informational and Training Materials, and the Site. Nothing you do on or in relation to our Products, Promotional Materials or the Site will transfer any:
(i) business name, trading name, domain name, trademark, industrial design, patent, registered design, or copyright;
(ii) right to use or exploit a business name, trading name, domain name, trademark, or industrial design; or
(iii) formulation, thing, intervention, design, system, work, or process that is the subject of a patent, registered design or copyright or any other Intellectual Property Right (or an adaptation, improvement, modification of such a thing, invention, design, system, work or process).
(f) You must not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, reverse engineer, create derivative works from, transfer or sell any Site Content, Promotional Materials or any other material in whatever form contained within the Site unless expressly stated otherwise in these Terms.
(g) The obligations accepted by you under this clause survive termination or expiry of these Terms.
11. Third Party Links
The Site may contain links and other pointers to Internet websites or applications operated by third parties. We do not control these linked websites and are not responsible for the contents of any linked website. Your access to any such website is entirely at your own risk. You should contact the relevant third-party directly to make inquiries concerning the information prior to entering into a transaction in relation to any third-party products and services.
12. Privacy
We will collect, use, and disclose any personal information which you provide to us when: (a) applying for a wholesale Account; and (b) accessing the Site, in accordance with our Privacy Policy. For more information on our information collection and handling practices, please view our Privacy Policy.
13. Exclusions & Limitation of Liability
13.1 Exclusions
(a) To the maximum extent permitted by law, we exclude all representations and warranties relating to the subject matter of these Terms, our Site, and the use of our Products and Promotional Materials. This exclusion includes, but is not limited to:
(i) the completeness, truth, suitability, quality or accuracy of the information or product descriptions published on our Site (including Promotional Materials, third-party material and advertisements);
(ii) whether any result or objective can be achieved or attained by accessing the Site or Products; or
(iii) that the information on the Site is current.
(b) We do not warrant or represent:
(i) our Products will meet your requirements or expectations;
(ii) the accuracy of the captioning, keywording, heading, or any other information, representation or thing depicted on or associated with the Site;
(iii) that the Site or any Products on the Site will remain available, uninterrupted, timely, or error-free; or
(iv) that any errors or defects on the Site or with our Products will be corrected.
13.2 Limitation of Liability
Everything on the Site is provided to wholesale Account holders is “as is” and “as available”. None of our affiliates, directors, employees, agents, contributors, and licensors makes any representation or warranty about our Products referred to on the Site. This includes, without limitation, loss or damage which you may suffer as a result of any of the following:
(a) failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, virus or any other harmful component, loss of data, communication line failure, unlawful third-party conduct, or theft, destruction, alteration or unauthorised access to records;
(b) costs incurred as a result of you using the Site and our Products; or
(c) any defamatory, threatening, offensive or unlawful conduct by third parties, or publication of any materials relating to or constituting such conduct.
14. Indemnity
(a) Despite anything to the contrary, you agree to indemnify us against any loss, cost, damage, expense (including reasonable legal costs), liability or claim (Claim) incurred by a third party except to the extent that we directly caused or contributed to the loss, damage, liability, claim or expense.
(b) We reserve the right, at our own expense, to assume the exclusive control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defence of such claim.
15. Termination
We may, at any time, terminate the Terms with you if:
(a) you have breached any provisions of the Terms;
(b) we are required to do so by law; or
(c) the provision of our Products to you by us is, in our opinion, no longer commercially viable.
16. Disputes
(a) A party must not commence legal proceedings (except proceedings seeking interlocutory relief) in respect of a dispute arising out of this Agreement unless it has complied with this clause 16. A party claiming that a dispute has arisen must notify the other party to the dispute giving details of the dispute.
(b) During the 15-Business Day period after notice is given (or any longer period agreed in writing by the parties to the dispute) (Initial Period) each party to the dispute (Disputant) must co-operate and take all reasonable steps necessary to resolve the dispute.
(c) If the Disputants are unable to resolve the dispute within the Initial Period, each Disputant agrees that the Dispute must be referred for mediation to a mediator agreed on by the Disputant.
(d) If the Disputants are unable to agree on a mediator within 7 days after the end of the Initial Period, then the parties must submit the dispute for mediation through the Law Society of Victoria and have the president of that Law Society appoint a Mediator and set the matter for mediation.
(e) The role of the mediator is to assist in negotiating a resolution of the Dispute. A mediator may not make a decision that is binding on a Disputant unless that Disputant has so agreed in writing.
(f) Each Disputant must pay its own costs of complying with this clause. The Disputants must pay equally the costs of any mediator engaged.
(g) The mediation will be held within 80km of Traralgon Victoria, Australia.
(h) After the Initial Period, a Disputant that has complied with this section may terminate the dispute resolution process by giving notice to each other Disputant. A party to the dispute will only be entitled to pursue other remedies available to it at law or otherwise, if the parties have failed to resolve the dispute within 30 Business Days after commencement of dispute resolution.
(i) All communications concerning negotiations made by the Disputants in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable law of evidence.
17. General
17.1 No Waiver
No waiver of rights in these Terms, any of our policies, or agreement between us and an Account holder shall constitute a subsequent waiver of this or any other right under these Terms.
Any failure on our part to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.
17.2 Severability
If any provision of our Terms is unenforceable or invalid, it will be ineffective to the extent that it will not affect the enforceability or validity of the remaining provisions.
17.3 Entire Agreement
These Terms and any other terms that form part of it shall constitute the entire agreement between you and us in relation to your wholesale Account and shall supersede all previous agreements between you and us.
17.4 Law and Jurisdiction
These Terms are governed by and construed in accordance with the laws of Victoria, Australia. You submit to the non-exclusive jurisdiction of the Courts of Victoria and Courts of Appeal from them for determining any dispute concerning these Terms.
17.5 Force Majeure
Force Majeure means an event which is beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, fires, acts of God, and governmental action. Neither you or we shall be deemed to be in breach of these Terms for any delays or failures in the performance of either party which results from a Force Majeure.
17.6 Feedback and Contact
Your feedback is important to us. We welcome and encourage you to provide feedback and suggestions for any additional forms of support we can provide to wholesale Account holders. You may submit feedback by contacting us directly via phone or email.
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