WHO WE ARE

1           Background

2           Accounts

3           Orders

4.1        Pricing Policy

4.1.1    Unless otherwise stated or subject to any errors, prices for Products plus any delivery or other fees and charges are those shown on the Site at the time the Order is placed.

4.1.2    S&S reserves the right to change its pricing at any time and at its discretion.

4.1.3    Changes in prices will be shown on the Site or You may be notified by email if You have an Account.

4.1.4    When You place an Order the Site will show the Fees payable, which will include the price of the Products and delivery charges plus any other applicable fees and charges which may be payable at the time of the Order.

4.1.5    On the Site, unless otherwise stated, all prices shown:

(a)        for non-sale Product are wholesale prices [exclusive of GST];

(b)        for ‘on-sale’ Product are shown exclusive of GST;

(c)        for all recommended retail prices (RRPs) are inclusive of GST; and

(d)        are in Australian dollars (AUD).

4.2        Delivery Fees

4.2.1    In addition to the Product price You may be charged a fee for delivery.

4.2.2    Delivery fees will be calculated in accordance with the shipping option You select and included in the overall Fees charged. Any exceptions to this are displayed on the website

4.2.3    If you select a Drop Ship delivery:

(a)        You will be issued with a separate invoice and

(b)        have provided an incorrect shipping address, You will be charged a $50 restock fee when the Order is returned to the S&S warehouse and You authorise us to charge or debit the card you used for the Order or if S&S is unable to process the payment the provisions of clause 9.2.1will apply.

4.3        Payment Terms

4.3.1    Where You have been provided credit or are not required to pay for an Order at the time of submitting it through the Site, all invoices must be paid within 30 days of the date of the invoice, unless an otherwise agreement has been signed.

4.3.2    If You fail to pay any Fees by the due date or the payment is dishonoured, S&S, without prejudice to any other right or remedy, may:

(a)        refuse to supply any further Products until satisfactory payment is received in full;

(b)        charge interest at a rate of twelve (12) per cent per annum, calculated on a monthly basis, as from the first day payment becomes overdue; and

(c)        recover the outstanding Fees together with all interest from You as a liquidated debt in a court or tribunal of competent jurisdiction. You will be responsible for all fees.

4.4        Credit

4.4.1    S&S, at its discretion, may extend credit Terms to You subject to You meeting its credit criteria and filling out S&S’ then current credit application form.

4.4.2    If, at any time, S&S intends to provide credit arrangements to You, S&S is not obliged to provide any Products to You until such time as S&S’ credit requirements are met to its satisfaction.

4.4.3    If You breach any of the terms of credit or in S&S’ opinion Your financial position has changed from the time S&S granted credit terms to You and S&S believes You are a credit risk, S&S may withdraw credit or alter its terms of credit by written notice to You, in which clause 4.4.2will apply, or cease providing any more Products.

5.1        Title and Risk

5.1.1    Title to a Product does not pass to You until You have paid S&S in full for the Product

5.1.2    Risk in the Product is with You once it leaves S&S’s premises.

5.2        Repossession

5.3        You give S&S the right to enter upon any premises where You have stored any Products and remove and re-take possession of those Products where payment has not been received in accordance with this Agreement. Costs incurred in such an action will be Your responsibility and S&S is not liable for any Damage caused by it or its agents in repossessing the Products.

5.3.1      Any Point of Sale material, including but not limited to, displays, lights, testers, given to a retailer from a specific brand will be recalled when no longer in use for that specific brand.

5.4        Retention of Title and PPSR

5.4.1    You acknowledge and agree this Agreement:

(a)        constitutes a Security Agreement; and

(b)        creates a Security Interest in the Products supplied by S&S to You now and in the future.

5.4.2    You and S&S agree:

(a)        sections 96 and 125 of the PPSA do not apply to this Agreement.

(b)        S&S is not required to give any notice or statement under the PPSA (including a notice of a verification statement) unless the notice is required by the PPSA and cannot be excluded;

(c)        You waive Your rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA; and

(d)        unless otherwise agreed to in writing by S&S, You waive Your right to receive a Verification Statement in accordance with section 157 of the PPSA.

6.1        On receipt of an Order and full payment, S&S endeavours, dependent on third party pickup and delivery schedules, to dispatch Orders for delivery:

6.1.1    in Australia within 2 Business Days; and

6.1.2    to overseas destinations within 5 Business Days.

6.2        Depending on the method of delivery selected and location for deliveries, the estimated time of delivery from despatch to a destination:

6.2.1    in Australia is estimated to be between 2–5 Business Days; and

6.2.2    overseas is estimated to be between 5 – 10 Business Days.

6.3        Deliveries to New Zealand can be tracked within 3 Business Days from dispatch through New Zealand Post.

6.4        Any delivery dates are approximate only and S&S is not liable for any Damage arising from late delivery of any Orders.

6.5        If S&S becomes aware of any likely delays in delivery S&S will, where practicable, notify You and provide an update on the likely delivery time of the Order.

6.6        It is Your responsibility to ensure you track your delivery and contact the relevant company for any queries or changes.

6.7        It is Your responsibility to ensure:

6.7.1    the correct shipping address is provided; and

6.7.2    someone is able to take delivery of the Order.

6.8        If on receipt of an Order You find:

6.8.1    the packaging has been broken, open or damaged, You should note “Carton was broken or damaged” with the delivery person; or

6.8.2    any Products are damaged or missing from the Order You must contact S&S within 48 hours of receipt of the Order and provide:

(a)        photographic evidence of any damaged Products;

(b)        indicate which Products are missing from the Order; and

(c)        a copy of the courier note.

6.8.3    If You fail to notify S&S within 48 hours of receipts You will be deemed to have accepted the Order and all Products as is.

6.9        On notifying S&S of damaged Product, You must return any damaged Products to “Sugar & Sas P/L, Dock 2, 17 Barclay Street, Marrickville 2204, New South Wales

Australia” in the condition received by You with all original packaging, accessories and/or manuals.

6.10     S&S will provide you with a Credit Note where S&S has:

6.10.1 received and inspected damaged Products and is reasonably satisfied the damage has not been caused by You; and

6.10.2 determined Products were missing from the Order.

 

 

7.1        Subject to any statutory rights You or an End User may have or unless otherwise stated in these Terms, S&S does not provide refunds and where Products are returned for any reason S&S may, at its discretion, elect to repair or replace a Product or issue a Credit Note.

7.2        S&S may also issue a Credit Note, where S&S has made an error in an Order, to the value of any overpayment You made for that Order.

7.3        S&S Credit Notes are not redeemable for cash.

7.4        All Credit Notes are issued in Australian Dollars (AUD) and can only be redeemed on the Site in AUD.

7.5        All S&S Credit Notes issued are valid for three (3) months from the issue date. It is the responsibility of the receiver of a Credit Note to redeem the value placed on the Credit Note within that time frame. S&S will not extend Credit Notes beyond the expiry date.

8.1        S&S is the licensed wholesaler and distributor for the Products in the Territory and sells Products to You for the purpose of You on-selling the Products in the Territory through Approved Channels and You acknowledge the Products are positioned as premium brands and re-sale through channels such as discount and coupon based e-commerce sites devalues the goodwill in and reputation of the Products and brands.

8.2        You agree You will not make available product for sale, either by way of wholesale or retail, by any online or internet channel, including without limitation, ebay or amazon other than your own website that has been preapproved by S&S in writing

8.2.1       Any and all web domains created to and to be used to sell S&S stock must be approved by S&S in writing 

8.3        It is a condition of the supply of Products that You must not:

8.3.1    sell or distribute any Products outside of the Approved Channels (3PL platforms are not approved channels) or Territory; or

8.3.2    re-supply Product to other persons for on-sale or further supply of Products in or outside the Territory

unless specifically authorised in writing by S&S.

8.4        Notwithstanding clause 8.1, the incidental sale of Products to End Users outside of the Territory is not a breach of this Agreement, provided You are not specifically marketing to End Users outside of the Territory.

8.5        You must comply with all applicable local, state, national and international Laws relating to Your sale of Products outside of the Territory or where You make any Product available for resale outside of the Territory.

8.6        If You are found to be in breach of either clauses 8.1, 8.2 or 8.3, in addition to any other rights or remedies S&S has under this Agreement or at Law, S&S may:

8.6.1    cancel or suspend Your Account;

8.6.2    discontinue supply of Products to You;

8.6.3    demand the return of or take action to repossess any Products which are in Your possession but for which full payment has not been received; or

8.6.4    cancel any Orders which have not yet been despatched to You.

9.1        No Fault Termination

9.1.1    Without prejudice to any other right under this Agreement, either Party may terminate this Agreement without cause, provided thirty (30) days prior written notice is provided to the other Party.

9.2        Termination for Default

9.2.1    A Party not in default of the Agreement (Non-Defaulting Party), may terminate this Agreement immediately on providing written notice to the other Party (Defaulting Party) if the Defaulting Party:

(a)    fails to remedy a breach of its obligations to the Non-Defaulting Party under this Agreement, which is capable of remedy, and the Defaulting Party has been provided written notice by the Non-Defaulting Party requiring the Defaulting Party to rectify the breach within twenty one (21) days of such notice; or

(b)    is subject to an Insolvency Event and is unable, where possible, to have such Insolvency Event set aside or terminated with twenty-eight (28) days of the Insolvency Event occurring; or

(c)    closes down or ceases to conduct their business in its ordinary course for a period in excess of twenty one (21) consecutive days.

9.3        Termination of this Agreement does not prejudice a Party’s rights and remedies for breach of this Agreement by any other Party.

9.4        On termination of this Agreement under clause 9.1, unless otherwise agreed by S&S, all Orders submitted and accepted by S&S will be fulfilled (Remaining Orders) and these Terms will continue to apply to any Remaining Orders.

9.5        Subject to clause 9.4, on termination of this Agreement:

9.5.1    S&S will immediately cancel any Orders accepted but not despatched;

9.5.2    any moneys owing to S&S by You under this Agreement but unpaid on the date of termination, must be paid by You to S&S within seven (7) days of the date of termination without setoff or deduction; and

9.5.3    Your Account will be cancelled.

10.1     You acknowledge:

10.1.1 S&S is an authorised wholesaler and distributor of the Products which may contain or have associated with them the Intellectual Property Rights of S&S and third parties (Product IP) and You will not:

(a)        do, cause or authorise the doing of anything which may adversely affect or jeopardise the distinctiveness of any Product IP; or

(b)        remove, alter, deface or replace any Product IP.

10.2     You must seek a written agreement from the relevant owner of any Product IP in relation to the showing of any Products and associated Product IP:

10.2.1 through channels other than Approved Channels; or

10.2.2 for marketing purposes at any trade shows; or

10.2.3 the use of any Product IP for purposes outside of the scope of this Agreement.

11.1     S&S’ policies on the handling of any Personal Information is contained in our Privacy Policy
 

12.1     S&S provides no warranties on any Products. All such warranties are solely those provided by the applicable Manufacturer.

12.2     S&S reminds You a Manufacturer’s warranty will not apply to:

(a)    normal wear and tear;

(b)    Damage caused by improper storage or cleaning of Products; and

(c)    Damage caused by improper use of Products.

12.3     You must not make any misleading, false or deceptive representations about any Products or provide any warranty in excess of the Manufacturer’s warranty.

12.4     If You need to make a warranty claim for a Product, You must complete a Returns Form which can be downloaded here

12.5     The Returns Form, along with the faulty Product/s must be returned to ““Sugar & Sas P/L, Dock 2, 17 Barclay Street, Marrickville 2204, New South Wales.

12.6     On return of the faulty Products S&S will promptly inspect them and if S&S is reasonably satisfied the failure is not as a result of those circumstances listed in clause 12.2, S&S issue a credit note within ten (10) Business Days of inspection, subject to any statutory rights You may have.

12.7     Subject to clause 13, You indemnify and keep indemnified S&S, its officers, employees and agents (Indemnified Parties) in respect of any Damages suffered by the Indemnified Parties as a result of Your breach of any terms of this Agreement.

12.8     Your obligation to indemnify the Indemnified Parties is a continuing obligation and is separate and independent of Your other obligations and survives the expiration or termination of this Agreement.

13.1     To the maximum extent permitted by Law, S&S:

13.1.1 is not liable to You or any third party for any Damage suffered by any person arising from the improper use of any Product or from any defective Product;

13.1.2 excludes all warranties whether express, implied, statutory or otherwise relating in any way to the sale and supply of any Product unless otherwise set out in this Agreement; and

13.1.3 limits its total aggregate liability for all Damages to the total value of the Products provided by it to You under this Agreement.

13.2     For any statutory or consumer warranties not able to be excluded under clause 13.1.2, S&S’ liability for a breach of those consumer warranties is limited to the extent permitted in Schedule 2, section 64 of the Competition and Consumer Act 2010 (Cth).

13.3     In no event will a Party be liable to the other Party (whether before or after the expiry of termination of this Agreement) for any consequential, special or incidental loss or damage, loss of profit or related economic loss.

14.1     Unless otherwise specified, all prices described in this Agreement and on the Site are exclusive of GST.

14.2     If either Party (GST Supplier) is or becomes liable to pay GST for the purposes of the GST Act in respect of any taxable supply or supplies made by it to the other Party (GST Recipient) under this Agreement, the GST Recipient will pay to the GST Supplier, at the same time as it pays to the GST Supplier the consideration in respect of such taxable supply or supplies, the full amount of the GST calculated without regard to any entitlement that the GST Supplier may have any input tax credits. If any adjustment to the GST paid is necessary, the GST Supplier may make a corresponding adjustment between the GST Recipient and itself, so that, if for any reason:

14.2.1 there is an underpayment of GST by the GST Recipient, the GST Recipient must immediately pay on demand the amount of the underpayment to the GST Supplier, and/or

14.2.2 there is an overpayment of GST by the GST Recipient, the GST Supplier must immediately pay on demand the amount of the overpayment to the GST Recipient.

14.3     At or before the time of payment of the consideration in respect of the taxable supply or supplies, the GST Supplier must provide to the GST Recipient a valid tax invoice.

15.1     Any notice given under this Agreement or otherwise must be in writing, legible and may be delivered by hand, by mail or by email to:

15.1.1 the relevant Party’s Address; or

15.1.2 such other address as may be advised by notice in writing to the other party.

15.2     Any communication will be taken to be received by the recipient:

15.2.1 if by hand, on written acknowledgment of receipt by an authorised employee, agent or representative of the receiving party;

15.2.2 if by mail, three (3) Business Days after the date of mailing within Australia or ten (10) Business Days after the date of mailing overseas;

15.2.3 in the case of a fax, on confirmation by the sender’s machine of successful transmission; and

15.2.4 in the case of an email when sent, unless the sender is notified, by a system or person involved in the delivery of the email, that the email was not successfully sent.

If by reason of any fact, circumstance, matter or thing beyond the reasonable control of a Party it is either is unable to perform in whole or in part any obligation in accordance with this Agreement, that Party is relieved of their obligations to the extent and for the period that it is so unable to perform and is not liable to the other Party in respect of such inability except that an obligation to pay money is never excused by such circumstances.

The contents of this Agreement constitute the entire agreement between the Parties in relation to the provision of the Site and Products and supersede any prior negotiations, representations, understandings or arrangements made between the Parties regarding the subject matter of this Agreement whether orally or in writing.

18.1     A word or provision must be read down if this Agreement is void, voidable, or unenforceable if it is not read down; this Agreement will not be void, voidable or unenforceable if it is read down; and the provision is capable of being read down.

18.2     A word or provision must be severed if despite the operation of clause 18.1, the provision is void, voidable or unenforceable if it is not severed; and this Agreement will be void, voidable or unenforceable if it is not severed.

18.3     The remainder of this Agreement has full effect even if clause 18.2applies.

A right or remedy created by this Agreement cannot be waived except in writing signed by the Party entitled to that right. Delay by a Party in exercising a right or remedy does not constitute a waiver of that right or remedy, nor does a waiver (either wholly or in part) by a Party of a right operate as a subsequent waiver of the same right or of any other right of that Party.

The laws applicable in the State of New South Wales govern this Agreement. The Parties submit to the non-exclusive jurisdiction of the courts of the State of New South Wales and any courts competent to hear appeals from those courts.

21.1     Definitions

Unless otherwise stated the following words have the following meanings in this Agreement:

Address means for:

(a)     S&S:

a.       mail: Dock 2, 17 Barclay Street, Marrickville 2204, New South Wales;

b.       e-mail: info@sugarandsas.com.au; and

(b)     You for mail and email the addresses specified when You established Your Account.

Agreement means the agreement between You and S&S which incorporates the Terms and all schedules and annexures (if any).

Approved Channels means those channels of sale which You use to sell Products which are approved by S&S.

Business Day means a day on which banks are open for general banking business in Sydney, Australia excluding Saturdays and Sundays.

Credit Note means a document issued by S&S to You that entitles You to redeem it through the Site to pay for Products to the value noted on it.

Damage means all liabilities, losses, damages (including but not limited to indirect, consequential and special loss or damage, including loss of profits, loss of opportunity, physical and economic loss and damage), costs and expenses, including legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties.

Drop Ship means a method of shipping Products to You where S&S arrange for the Product to be delivered directly from a Manufacturer to You.

End User means a person who acquires a brand new Product for personal use by them or a third party.

Fees means any fees payable in respect of any Products including handling, insurance and delivery.

GST has the same meaning as defined in the GST Act.

GST Act means the A New Tax System (Goods & Services Tax) Act 1999 (Cth).

Insolvency Event means where a company is subject to external administration or an application or order is made to wind up the company, whether voluntary or otherwise, as set out in Chapter 5 of the Corporations Act 2001(Cth).

Intellectual Property Rights means all statutory and other proprietary rights in respect of all intellectual or industrial property including all trademarks, patents, copyright, confidential information and all other intellectual property as defined by Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967.

Law means:

(a)     any law applicable including legislation, ordinances, regulations, by-laws and other subordinate legislation; and

(b)     any approval, including any condition or requirement under it.

Manufacturer means the individual or entity who makes and supplies S&S with Products for on-sale to You and End Users.

New Account Application means the application to be completed by an individual or entity who wishes to create an Account to place Orders for Products through the Site.

Order means any order for Products placed by a person through the Site.

Party means a party to this Agreement.

PPSA means Personal Property Securities Act 2009 (Cth).

Products mean the goods shown on the Site and contained in an Order.

Returns Form means the form to be completed by You to return Products.

Site means the website located at the domain name www.sugarandsas.com.

S&S means Sugar & Sas Pty Ltd, ABN 91 137 694 510, its employees and agents.

Security Agreement has the meaning given to it in the PPSA.

Security Interest has the meaning given to it in the PPSA.

Term means these terms and conditions.

User Identification means the unique username and password a customer uses to create and access an Account.

You means you the person who created and Account and entered into the Agreement.

21.2     Interpretation

In this Agreement, unless the context indicates a contrary intention:

(headings) clause headings are inserted for convenience only and must not be used to interpret this Agreement.

(person) a reference to a person includes a natural person, corporation, statutory corporation, partnership, the Crown and any other organisation or legal entity their personal representatives, successors and permitted assigns.

(including) including and includes are not words of limitation.

(corresponding meanings) a word that is derived from a defined word has a corresponding meaning.

(singular) the singular includes the plural and vice-versa.

(gender) words importing one gender include all other genders.

(parts) a reference to one or more things includes each part and all parts of that thing or group of things.

(rules of construction) neither this Agreement nor any part of it is to be construed against a Party on the basis that the Party or its lawyers were responsible for its drafting.

(legislation) a reference to any legislation or provision of legislation includes all amendments, consolidations or replacements and all regulations or instruments issued under it.

(time and date) a reference to a time or date in connection with the performance of an obligation by a Party is a reference to the time and date in Australia even if the obligation is to be performed elsewhere.

(joint and several) an agreement on the part of two or more persons binds them jointly and severally.