Wholesale Terms & Conditions

These Terms and Conditions (“Conditions”) apply to the sale and delivery of all goods supplied by Rachel Gilbert Pty Ltd (“Rachel Gilbert”, “we”, “us”, “our”).

1. Interpretation

In these Conditions, unless the context otherwise requires:

  • Goods means the products or stock ordered by you
  • GST/VAT means any goods and services tax or similar tax
  • Input Tax means GST paid or payable on acquisitions
  • Primary Payment means any payment made under these Conditions
  • Tax Invoice means an invoice compliant with applicable law showing GST
  • CBD means cash before delivery
  • We/Us/Our means Rachel Gilbert Pty Ltd
  • You/Your/Customer means the purchaser of goods

2. General

  • These Conditions apply to all contracts and cannot be varied without written consent.
  • We may update these Conditions at any time without notice.
  • Each order constitutes acceptance of the Conditions at the time of order.
  • These Conditions override any customer terms and conditions.
  • These Conditions form the entire agreement between the parties.
  • If any provision is invalid, it will be severed and the remainder will continue.

3. Orders

  • By placing an order, you agree to these Conditions.
  • A contract is formed when an order confirmation is issued.
  • Orders may only be cancelled or amended within 5 business days of confirmation.
  • We are not obliged to accept any order.
  • Minimum order values may apply.
  • All stock is made to order and subject to deadlines.
  • We may cancel or discontinue orders at any time without liability.

4. Pricing and Payment

  • All prices quoted on our price lists are current at the time of printing and are subject to change at any time.
  • Prices are subject to change without notice.
  • Prices exclude GST, taxes, freight, and insurance unless stated otherwise
  • Payment terms are as per order confirmation.
  • Terms commence from invoice date
  • Payments must be made in agreed currency and method
  • We may require payment before production or dispatch.
  • Late payment may result in suspension or cancellation of orders.
  • A 2.5% processing fee may apply but will be credited if paid on time.

5. Deposits

  • Deposits are due within 7 days unless otherwise agreed.
  • Deposits are applied pro rata to invoices.
  • Failure to pay deposits may result in cancellation and fees.

6. Delivery

  • FOB orders are collected at the customer’s risk unless otherwise agreed.
  • Delivery dates are estimates only and may change.
  • We are not liable for delays or resulting losses.
  • Late delivery does not entitle cancellation or variation
  • We may deliver in instalments unless otherwise agreed

7. Transit Risk

We are not liable for loss or damage once goods are handed to a carrier, but will provide reasonable assistance with carrier claims.

8. Claims and Returns

  • Goods are deemed accepted unless a written claim is made within 7 days.
  • Claims must be submitted within 7 days of receipt.
  • We are not liable for carrier non-delivery once goods are dispatched.
  • Returns are only accepted with prior written approval.
  • Returns are at customer cost unless goods are faulty
  • Faulty goods may be repaired, replaced, or credited at our discretion.
  • Textile variation in colour, dye, or finish is not a defect

9. Payment Default

  • We may issue a cancellation invoice of at least 30% of order value in the event of default.
  • We may recover legal and enforcement costs on a full indemnity basis.
  • Charge interest under the Penalty Interest Rates Act 1983 plus 2%
  • Interest may be charged on overdue amounts.
  • We may suspend or cease supply.

10. Cancellation

  • Orders cannot be cancelled without written approval.
  • Cancellations are only permitted within 5 business days of confirmation.
  • Cancellation fees may range from 30% to 100% of order value.
  • Deposits may be applied to cancellation fees.
  • Cancellation fees are immediately payable and may accrue interest

11. Title to Goods

  • Title remains with us until full payment is received.
  • Goods remain our property until all accounts are paid
  • Cheque payments do not transfer ownership until cleared
  • You hold goods as bailee for us until paid in full
  • We may recover goods where payment is not made
  • We retain a lien over all goods until settlement

12. Distribution

  • Goods may only be sold at approved retail locations.
  • No additional selling channels without written approval
  • Wholesale or reseller distribution is prohibited

13. Intellectual Property

  • All intellectual property remains owned by Rachel Gilbert Pty Ltd
  • Use of trademarks or IP requires written consent
  • IP includes all registered and unregistered rights

  • Ownership in all intellectual property conceived of, or contributed to, by us including our trademarks and copyright in fabrics, remain our property and the Customer may only use our intellectual property with prior written consent. For the avoidance of doubt, you require our written permission to use our trademarks in any search engine marketing.

  • For the purposes of this clause, Intellectual Property includes all present and future intellectual property including inventions and improvements, trade marks (whether registered or common law trade marks), patents, designs, copyright, any corresponding property rights under the laws of any jurisdiction and any work product.

14. Paid Search (SEM)

  • Written approval is required to bid on trademarks.
  • Core brand terms may not be used without permission, including:
    • Rachel Gilbert
    • RG
    • Any brand or product variations without approval

  • You may not serve ads on our Core brand + store locations (eg “Rachel Gilbert Paddington”).

  • You may serve ads on Core brand + category keywords (eg “Rachel Gilbert Gown”) only where you have inventory of our product in these categories and have our written approval.

15. Indemnity

The Customer indemnifies us from and against all claims, suits, demands, actions, liabilities, costs and expenses (including legal costs and expenses on a full indemnity basis) resulting from its breach of these Terms and Conditions or from any act, omission or negligence of the Customer or any party acting on behalf of the Customer. The Customer agrees to cooperate with us (at its own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of the Customer’s use of our Goods and Services. The obligations under this clause will survive termination of these Conditions.

16. Limitation of Liability

  • To the extent permitted by law, we excluded and disclaim all express or implied warranties, representations, conditions, guarantees and terms relating to the Goods and Services and these Conditions.
  • The parties agree that to the maximum extent permitted by law, we will not to be liable for any loss, damage, costs including legal costs, or expense whether direct, indirect, special, consequential and/or incidental, including we will not be liable for economic loss, loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any indirect, remote, abnormal or unforeseeable loss, or any loss or damage costs of replacement Goods or otherwise suffered by the Customer, or claims made against the Customer, arising out of a breach by us of these Conditions, an Order, a negligent act or omission by us, a breach of statutory obligation by us, or in connection with the Goods and Services, the late supply of Goods and Services, even if we were expressly advised of the likelihood of such loss or damage. Nothing in these Conditions will exclude, restrict or modify any rights or obligations to the extent that they cannot be excluded, restricted or modified by the operation of the Australian Consumer Law (being Schedule 2 of the Competition and Consumer Act 2010 (Cth)).
  •  The parties agree our total liability arising out of, or in connection with the Goods and Services or these Conditions, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the total Price paid by the Customer for the Goods and Services under these Conditions. This clause will survive termination of these Conditions.

17. Force Majeure

We will not be liable for any delay or failure to perform our obligations under the Conditions if such delay is due to any circumstance beyond our control. If we are delayed from performing our obligations due to such a circumstance for a period of at least 2 months, we reserve the right to terminate these Conditions and any order by giving the Customer 5 business days' notice in writing.

18. Waiver

Any failure by a party to insist upon strict performance by the other of any provision of these Conditions will not be taken to be a waiver of any existing or future rights in relation to the provision. No waiver by us of any of the Conditions or our rights shall be effective, unless we expressly state it is a waiver and we communicate such waiver to you in writing.

19. Change of Ownership

You agree to notify us in writing of any change of your ownership within 7 days from the date of such change and to indemnify us against any loss or damage incurred by us as a result of your failure to notify us of any change.

20. Applicable Law

The laws of the State of New South Wales of Australia govern these Conditions. We both agree to submit to the exclusive jurisdiction of the Courts of New South Wales, Australia and agree that any legal proceedings may be heard in those courts.