Second Scout creates picture helpers for families. We are passionate about partnering with retailers who support the empowerment of children through high quality, beautifully designed resources.
1. SUPPLY OF THE PRODUCTS
The parties acknowledge and agree that Second Scout will supply its resources (Products) in accordance with this Agreement.
2. PRODUCT OFFERING
2.1 Price of Products
Second Scout will supply the Products to the Retailer at the prices listed in the Wholesale Price List, provided prior to this Agreement, which may at any time be amended by notice by Second Scout to the Retailer.
2.2 Purchase Order
(a) Each order for the Products (Order) must be made via the Second Scout Wholesale Hub and include the code and description of the requested Products, the quantity of requested Products; and the requested delivery location of the Products. Second Scout may require minimum order amounts which will be published on the Wholesale Hub.
(b) Once accepted by Second Scout, an Order can only be cancelled or varied by the Retailer with the approval of Second Scout. Second Scout may refuse to accept an Order at its sole discretion.
2.3 Authorised Stockist
Second Scout agrees to list the Retailer as an authorised stockist of the Products on its website. It is acknowledged by the Retailer that this authorisation may be removed at any time by Second Scout if it considers the Retailer represents Second Scout or the Products in a negative manner.
3. SALE OF PRODUCTS
3.1 Sale of Products
(a) The Retailer is supplied Second Scout Products on the basis that the Retailer will on-sell the Products to retail customers at their retail premises and through their online retail store via their own website.
(b) The Retailer is not permitted to sell the Products through any third-party online store such as but not limited to e-bay, Amazon, Gumtree, Etsy, Alibaba and any online store of a similar nature.
3.2 Recommended Retail Price Second Scout will advise the Retailer of the recommended retail price (RRP) for the Products in the Wholesale Price List.
4. INVOICING AND PAYMENT
4.1 Details in Invoice and Payment
Second Scout will issue a tax invoice which must be paid in full prior to the order being dispatched (this excludes pre-orders).
For pre-order Products, Second Scout will issue a tax invoice for 50% of the invoice total, which must be paid to secure the Order. The remaining balance due of 50% will be issued via a tax invoice when the Products are in stock, which must be paid prior to the order being dispatched.
4.3 Overdue accounts
Second Scout may elect to not dispatch any new Order until overdue amounts are paid in full by the Retailer.
Second Scout may charge interest on overdue amounts at the default rate of 10% per annum.
4.5 Recovery Costs
The Retailer must pay all costs and expenses incurred by Second Scout to recover any overdue amounts owing by the Retailer to Second Scout.
5. DELIVERY OF PRODUCTS
5.1 Delivery Charges
The Retailer will pay a postage and handling fee on any Order in accordance as quoted by Second Scout. Second Scout may include from time to time an offer to pay freight costs – these offers will be disclosed to the Retailer as part of the Order process.
5.2 Delivery and Delay
(a) Second Scout will confirm a dispatch date when the Invoice is issued for payment. Second Scout will aim to dispatch an Order within one week, and earlier if practical.
(b) Second Scout will work to ensure it holds adequate stock to meet the requirements of the Retailer based on reasonable projected and historic orders.
(c) If Second Scout becomes aware of any event likely to delay the dispatch of an Order, Second Scout will give the Retailer notice of the event and take all reasonable steps to minimise the delay.
(d) Pre-order delivery dates are approximate as they can be affected by delays outside Second Scout’s control.
6. RETURN OF PRODUCTS
Second Scout will only accept a return of the Products:
(a) Where the Retailer has identified the Products are damaged within 7 days of receiving an Order.
(b) If a customer of the Retailer identifies damage to the Products attributable to the manufacturing process, as confirmed by Second Scout.
7. INTELLECTUAL PROPERTY
7.1 No license or assignment
The Retailer’s purchase of Products does not confer on the Retailer any licence or assignment of any copyright, patent, design or trademark, or any other intellectual property right (whether registered, registrable or not) that subsists in the Products. The only right granted to the Retailer is to on-sell the Products to retail Customers.
7.2 Images Retailers will be given images of Second Scout's products to use for marketing purposes, however the are protected by copyright law and cannot be modified or recreated in any way. At times Second Scout may use third party images, which are to be attributed accordingly as specified.
8. RISK AND TITLE
The risk in the Products passes to the Retailer on delivery of the Products to the Retailer’s requested delivery location. Second Scout is not liable to the Retailer for any loss or damage or deterioration of the Products after delivery.
(a) Ownership of the Products will remain with Second Scout until all amounts owing by the Retailer to Second Scout have been paid in full.
(b) Second Scout will apply amounts it receives from the Retailer towards its oldest outstanding Invoice.
9. GUARANTEES. WARRANTIES AND CONDITIONS
All implied guarantees, warranties and conditions in relation to the Products to the maximum extent permitted by law are excluded.
10. GENERAL PROVISIONS
10.1 Governing Law
This Agreement is governed by the law in Australia.
The failure of a party at any time to require performance of any obligation under the Agreement is not a waiver of that party’s right to insist on performance of, or claim damages for breach of, that obligation unless that party acknowledges in writing that the failure is a waiver; or at any other time to require performance of that or any other obligation under the Agreement.
10.3 Entire Agreement
This Agreement includes the entire agreement between the parties in relation to the supply of the Products to the Retailer. Any variation to this Agreement is only binding if it is agreed to in writing by both parties.