1. DEFINITIONS
1.1 “Company” means Revolve Group Limited, its successors and
assigns or any person acting on behalf of and with the
authority of Revolve Group Limited.
1.2 “Customer” means the Customer (as more fully defined in the
Schedule), any person acting on behalf of and with the
authority of the Customer, or any person purchasing Goods
from Revolve Group Limited.
1.3 “Goods” means the goods or products supplied by Revolve
Group Limited to the Customer pursuant to these terms and
conditions, and contained in the Schedule.
1.4 “Guarantor” means any person, persons or entity who agrees
to be liable for the debts of the Customer on a principal debtor
basis.
1.5 “Intellectual Property” means the content and design of all
Goods and branding, including without limitation, trademarks,
copyrights, registered designs, symbols and logos.
1.6 “Schedule” means any quote, account form or other document
attached to these terms and conditions.
1.7 “Price” means the price payable for the Goods, inclusive of GST
and together with any freight charges or other disbursements,
as agreed and as more fully defined in the Schedule.
2. ACCEPTANCE
2.1 These terms and conditions apply to all orders for the supply of
the Goods made by the Customer with the Company.
2.2 By requesting the Company supply the Goods to the Customer,
the Customer acknowledges and agrees (or is deemed to have
acknowledged and agreed) to these terms and conditions.
3. PRICE AND PAYMENT
3.1 All Goods are supplied at the Price on the delivery date, unless
otherwise agreed in writing.
3.2 Payment for the Goods shall be made in full on or before the
20th day of the month following the date of the invoice (“the
due date”), unless otherwise agreed.
3.3 Interest may be charged on any amount owing after the Due
Date at that rate of 4% per month.
3.4 The Customer will be liable for all expenses incurred by the
Company in recovering any debt, including but not limited to,
collection agency fees, legal fees (including costs on a solicitor
client basis) and court costs inclusive of Disputes Tribunal.
4 OWNERSHIP AND DELIVERY
4.1 Notwithstanding the passing of risk, ownership of the Goods
shall remain the sole property of the Company until payment
by the Customer is made in full.
4.2 If any Goods are sold prior to payment by the Customer in full
then the proceeds of the sale thereof shall be the sole property
of the Company until payment by the Customer is made in full.
4.3 Delivery will occur when the Company hands possession and
control of the Goods to the Customer or a third party for
transportation.
4.4 The Goods will thereafter be at the sole risk of the Customer
and all costs of insurance, freight and delivery shall be paid by
the Customer. The Company will not be liable for any damage
suffered by the Customer due to non-performance, nondelivery
or delay in delivery of the Goods howsoever arising
through no fault of the Company.
4.5 Claims for damage or loss in transit must be made against the
carrier in the prescribed manner.
4.6 Claims for error or short delivery must be made to the
Company in writing, quoting the invoice number, and within 7
days.
5. RETURNS
5.1 No returns will be accepted unless previously agreed in writing
by the Company.
6. PERSONAL PROPERTIES SECURITIES ACT 1999 (“PPSA”)
6.1 The Customer grants to the Company a security interest in the
goods and their proceeds.
6.2 On the Company’s request, the Customer agrees to promptly
execute any document and do anything else required to ensure
the security interest created under these terms and conditions
constitutes a first ranking perfected security interest over the
Goods.
6.3 The Customer must provide the Company with any information
reasonably required to complete a financing statement or a
financing change statement. The Customer must also advise
the Company immediately in writing of any changes to
information you have provided, including changes in name,
company name and trading name.
6.4 The Customer waives any right to receive a copy of the
Verification Statement under the PPSA.
6.5 The Customer will pay all of the Company’s costs, expenses and
other charges incurred, expended or payable by the Company
in relation to the filing of a financing statement or a financing
change statement.
6.6 The Customer agrees that nothing in sections 114(1)(a),
117(1)(c), 133 and 134 of the PPSA shall apply to these terms
and conditions and the Customer agrees that its right as debtor
in sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131 and
132 of the PPSA shall not apply to these terms and conditions.
7. LIMITIATION OF LIABILITY
7.1 Without restricting the limitations of liability contained
elsewhere in these terms and conditions, the Company’s
liability in relation to the supply of the Goods is limited to the
Price in respect of which such liability arises.
7.2 The limitation of liability and responsibility includes any direct,
indirect or consequential injury, loss or damage of whatever
type or however so arsing.
8. INTELLECTUAL PROPERTY
8.1 Any Intellectual Property rights and interest owned by or used
by the Company in connection with its business belong to or
are licenced to the Company. The Customer may not use any
of the Intellectual Property without written consent of the
Company, except as otherwise provided in these terms and
conditions.
8.2 The Customer agrees to use any brand name or logo, if
required by the Company, when advertising the Goods or
anywhere the Goods are described or named, including labels
and invoices.
8.3 The Company grants to the Customer a personal, nonexclusive,
non-transferable and non-assignable license to use
any brand or logo for the purposes of clause 8.2 above.
8.4 The Customer must not use or permit the use of any brand or
logo in any manner that would be detrimental to or
inconsistent with the good name, good will, reputation and
image associated with the Intellectual Property or the
Company.
8.5 The Customer must obtain the Company’s prior written
approval of the manner in which the Customer intends to use
the brand name or logo.
8.6 The Company may revoke the above licence by written notice
to the Customer at any time.
9. GENERAL CONDITIONS
9.1 The Company may change these terms and conditions from
time to time by notice to the Customer in writing.
9.2 If the Company fails to enforce any term or exercise any right
under these terms and conditions, this will not constitute a
waiver of that right.
9.3 The Customer may not assign or subcontract any rights or
obligations under these terms and conditions without the
written consent of the Company.
9.4 If any provision of these terms and conditions is held to be
invalid or unenforceable for any reason, the remaining
provisions will remain in full force and effect and the parties
shall be adjust their respective rights and obligations
accordingly with the spirit and intent of the parties shown by
the terms and conditions.