Global Fashion Traders Pty Ltd | ABN 24 681 061 665 | trading as PASDUCHAS

Domestic and International Wholesale Sales

IMPORTANT: These Terms apply to business-to-business wholesale sales and do not exclude rights or obligations that cannot lawfully be excluded.

1. Acceptance and Orders

1.1 We may accept or reject any Purchase Order in our discretion. A contract is formed when we issue written acceptance, an order confirmation or an invoice accepting the order.

1.2 These Terms apply to every accepted order and prevail over inconsistent purchaser terms unless we expressly agree otherwise in writing. A person placing an order warrants authority to bind the Purchaser.

1.3 No exclusivity, protected territory, agency, franchise or sole distribution right is granted unless separately agreed in writing.

2. Price, Currency, Deposits and Payment

2.1 All international wholesale prices are in United States dollars (USD) unless otherwise agreed in writing. Australian domestic prices are in Australian dollars (AUD) unless otherwise stated.

2.2 All Indent Orders require a deposit equal to 30% of the total order value, unless an alternate deposit amount has been discussed and agreed in writing. The deposit is due within 7 days of the Purchaser receiving the deposit invoice, unless otherwise agreed. An Indent Order is not secured for production or allocation until the deposit is received.

2.3 Except where we cancel an order or cannot supply a material part of it, an Indent Order deposit is non-refundable to the maximum extent permitted by law and may be applied toward reasonable committed production costs, loss and cancellation costs, without double recovery.

2.4 Unless approved credit terms apply, the balance must be paid in cleared funds before dispatch. Time for payment is of the essence. The Purchaser is responsible for bank, card, intermediary, foreign exchange and similar payment charges so that we receive the full invoiced amount.

3. International Freight, Duties and Taxes

3.1 Unless otherwise agreed in writing, all freight, shipping charges, customs duties, import duties, tariffs, taxes, brokerage fees and other government or customs charges connected with importation or delivery are the responsibility of the Purchaser.

3.2 Where we arrange freight or prepay duties, taxes, tariffs, customs charges, brokerage fees or other import-related charges on the Purchaser’s behalf, those amounts may be invoiced or otherwise charged to the Purchaser and are payable under these Terms.

3.3 Any quoted or estimated freight, duty, tax, tariff or third-party charge is an estimate unless expressly stated to be fixed. We may adjust and invoice those amounts where applicable rates or costs change before or in connection with shipment or delivery.

3.4 The Purchaser must provide accurate delivery, customs and consignee information and is responsible for storage, redelivery, return-to-sender, customs holding and similar costs caused by its act or omission.

4. Delivery, Risk and Title

4.1 Delivery dates and windows are estimates only. We may make partial deliveries or deliver in instalments. Delay caused by production, freight, customs, port congestion, carrier disruption, government action or other matters beyond our reasonable control does not entitle the Purchaser to cancel or claim damages except where required by law.

4.2 Unless otherwise agreed in writing, risk passes when the Goods are handed to the carrier or collected by the Purchaser or its nominated carrier, whichever occurs first. Any agreement by us to arrange or pay freight, duties or taxes does not by itself alter when risk passes.

4.3 Title remains with us until all amounts owing for the Goods are paid in full. Until title passes, the Purchaser must keep the Goods identifiable as our property and take reasonable care of them.

5. Overdue Accounts

5.1 Interest on overdue amounts accrues daily at 10% per annum, or the maximum lawful rate if lower. The Purchaser must reimburse reasonable collection and legal recovery costs to the extent permitted by law.

5.2 We may suspend deliveries, place orders on hold, cancel unfulfilled orders or require immediate payment or further security where amounts are overdue or we reasonably believe the Purchaser may be unable to meet its payment obligations.

6. Inspection, Defects and Returns

6.1 The Purchaser must inspect Goods promptly. Claims for shortage, incorrect Goods, visible damage or other apparent discrepancy must be notified in writing with supporting evidence within 5 business days after delivery.

6.2 Apparent defects should be notified within 7 days after delivery. The Purchaser must provide photographs or other information reasonably requested and give us a reasonable opportunity to inspect the Goods.

6.3 Goods must not be returned without prior written authorisation. Unless required by law, we are not obliged to accept returns for change of mind, slow sell-through, cancelled events, customer returns, over-ordering or other commercial reasons unrelated to a defect for which we are responsible.

6.4 If we accept that Goods are defective, our remedy will, at our option and subject to non-excludable law, be repair, replacement, credit or refund of the affected Goods. We are not responsible for defects or damage caused after delivery by storage, handling, alteration, misuse, wear or in-store damage.

7. Cancellation and Changes

7.1 Once accepted, an order may not be cancelled, reduced, deferred or materially changed without our prior written consent.

7.2 For Indent Orders, clause 2.3 applies to the deposit. If our actual reasonable and legally recoverable loss exceeds the deposit, we may recover the additional amount to the extent permitted by law, without double recovery.

7.3 We may cancel before dispatch if Goods become unavailable, production is cancelled, a supplier fails to supply, an event beyond our reasonable control prevents supply, or continued supply would breach law. Liability for cancelled Goods is limited to refunding amounts paid for Goods not supplied, subject to non-excludable law.

8. Force Majeure and Compliance

8.1 We are not liable for delay or failure caused by events beyond our reasonable control, including natural disaster, fire, epidemic, war, industrial action, cyber or systems failure, supplier or factory failure, material shortage, freight or port disruption, carrier cancellation, customs delay, sanctions, embargo, tariff change or change in law.

8.2 The Purchaser must comply with laws applicable to purchase, import, marketing and resale of the Goods, including customs, sanctions, anti-bribery, consumer, product safety, labelling and tax laws in its jurisdiction.

9. Intellectual Property and Brand Use

9.1 All intellectual property rights in the Goods, designs, prints, artwork, photographs, trade marks, logos, product names, catalogues and marketing materials remain owned by us or our licensors.

9.2 The Purchaser may use PASDUCHAS-approved brand assets only to advertise and resell genuine Goods purchased from us and must not alter trade marks or use our intellectual property misleadingly. No right is granted to copy, manufacture, reproduce, reverse engineer or create derivative products.

10. Liability

10.1 Nothing in these Terms excludes any right or remedy that cannot lawfully be excluded. To the maximum extent permitted by law, all other implied warranties and conditions are excluded.

10.2 To the maximum extent permitted by law, our aggregate liability arising from an order is limited, at our option, to replacement or repair of the affected Goods, supply of equivalent Goods, or repayment/credit of the amount paid for the affected Goods.

10.3 To the maximum extent permitted by law, we are not liable for indirect, special or consequential loss, loss of profit, revenue, anticipated savings, goodwill, opportunity, customer claims or business interruption.

11. Governing Law and Disputes

11.1 These Terms and each sale contract are governed by the laws of New South Wales, Australia, subject to mandatory law that cannot be excluded. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded to the maximum extent permitted by law.

11.2 The parties must first use reasonable endeavours to resolve disputes by good-faith negotiation for at least 14 days after written notice, unless urgent relief is required.

11.3 For a Purchaser outside Australia, any unresolved dispute will be finally resolved by arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) under its rules then in force. The seat is Sydney, New South Wales, Australia; there will be one arbitrator; and the language will be English. Australian purchasers submit to the non-exclusive jurisdiction of the courts of New South Wales.

12. General

12.1 No waiver is effective unless in writing. The Purchaser may not assign an accepted order without our prior written consent. If a provision is illegal or unenforceable, it is read down or severed without affecting the remainder.

12.2 These Terms, together with our accepted order confirmation, quotation and invoice, form the entire agreement for the order. A specific written term in our order confirmation prevails over an inconsistent provision of these Terms.

12.3 These Terms may be accepted by signature, electronic acceptance, placing an order after receiving them, paying a deposit or invoice, or accepting delivery of Goods, to the extent permitted by law.