WHOLESALE TERMS AND CONDITIONS

RAINKOAT TERMS & CONDITIONS OF TRADING AS AT 20TH MAY 2020

1. TERMS OF SALE

1. Rainkoat sells only to approved retailers for resale through approved retail outlets.

2. Rainkoat sells both indent and stock top up orders for approved retailers.

3. Rainkoat sells indent orders, usually in August for the Autumn/Winter season in the following year. Rainkoat also provides a stock service within season for approved retailers until sold out.

4. Rainkoat does not permit sale of its product via Facebook, Ebay, Gumtree, markets, pop-up shops or their equivalent.

5. Approved retailers may promote, advertise and list Rainkoat product through Facebook and other social media outlets, however Rainkoat does not permit sale of product on social media.

6. Rainkoat will not process orders or hold stock for any existing stockist who has an outstanding account.

7. Once an order is packed and ready for dispatch at the beginning of the season, a final invoice will be issued to a stockist. The stockist has 10 days to make payment. During this time Rainkoat will hold the stock to complete the order. If, after 10 working days, the stockist has not made payment then this stock will be available to other retailers.

8. Your order is binding on you once it is placed with us. Any reductions to the order, and any cancellations, must be made within seven days after placing the order, otherwise, you will be obliged to pay a reduction or cancellation fee of 30% of the order value.
   

2. APPROVED RETAILERS

1. A retailer wishing to become an approved Rainkoat retailer should apply by completing a Wholesale Application form which is available on our website (www.rainkoat.com)

2. All information requested on the Wholesale Application form must be provided. Rainkoat may require further information after receiving the completed form.

3. Rainkoat will decide, in its own absolute discretion, whether to approve an applicant. We may decide to grant an approval subject to conditions in which case the approval will only become effective if the applicant accepts the conditions in writing.

4. It is not automatic that an approved retail outlet will be given approval for their online store. An online store is considered and treated as an additional outlet.

5. If an approved retail outlet, with an approved online store, closes its bricks and mortar store, then the online outlet approval will cease at the end of the season. The retailer must then reapply to be a sole internet stockist for the following season.
   

3. APPROVED RETAIL OUTLETS

1. An approved retailer is only authorised to resell Rainkoat products through an approved retail outlet. If an approved retailer wishes to resell Rainkoat products through any different or additional outlet, including an online store, beyond the approved outlet, then the retailer must complete a new Wholesale Application form, as individual approvals are required for each individual outlet.

2. Rainkoat will decide, in its own absolute discretion, whether to approve a retail outlet. We may decide to approve a retail outlet subject to conditions, in which case the approval will only become effective if the applicant accepts the conditions in writing.

3. As a general rule Rainkoat will only approve an outlet that is a suitable children's wear or baby's wear store or a store that has a children's wear or baby's wear section or allocated area. We are unlikely to approve resale through any other kinds of stores such as pharmacies, newsagencies or cafes.

4. As a general rule we will not approve resale through an outlet in a geographic area where we consider Rainkoat is already adequately represented.

5. A retail store will only be approved as a Rainkoat retail outlet if Rainkoat is satisfied that its products will be displayed, promoted and sold in accordance with Rainkoat's standards for approved retail store outlets.

6. An approved retailer must ensure that, at all times, Rainkoat products are displayed, promoted and sold at the retailer's approved outlet in accordance with Rainkoat's standards for approved retail store outlets.

7. As previously stated, all Rainkoat products must be displayed in accordance with our standards.

8. If an approved retailer does not place a seasonal order for the minimum amount required under these terms and conditions for any season, the retailer may lose its exclusive territory and risk having to reapply for approval as a Rainkoat retailer before ordering for any subsequent season.

9. If an approved retailer operates 2 or more approved outlets and does not place a seasonal order for the minimum amount required under these terms and conditions for one or more of those outlets for any season, the outlet or outlets will risk losing exclusive territory and may have to reapply for approval of that outlet or those outlets before ordering for any subsequent season for the outlets.
   

4. STANDARDS FOR APPROVED RETAIL STORE OUTLETS

1. Rainkoat products must be well presented and displayed in a prominent position in the store.

2. Rainkoat products must feature in the window display at least quarterly for at least one week.

3. Approved account outlets will automatically lose their credit account status if they fail to comply with the Rainkoat payment terms as agreed between the retailer and Rainkoat.

4. Staff must be familiar with the Rainkoat brand and be able to describe its qualities confidently and appropriately.

5. USE OF RAINKOAT IMAGES

1. Rainkoat's images, photographs, logos and all other material created by Rainkoat are copyrighted. They must not be used, reproduced or disseminated without the prior approval of Rainkoat and then only in accordance with the terms of the approval.
   
2. Unless Rainkoat specifies otherwise, an approval remains current for the season in which they are issued.
   

6. ORDERS

1. By placing an order with Rainkoat a retailer agrees to accept and be bound by Rainkoat's policies and terms and conditions current at the time of placing the order.

2. Rainkoat issues seasonal catalogues and price lists. Unless Rainkoat agrees otherwise, products may only be ordered from a catalogue or price list current at the time of the order.

3. The first order a retailer places for products must be for a total minimum amount of $AUD1000 and, for an internet retailer, a total minimum amount of $AUD2000.

4. Orders will not be accepted and stock will not be reserved for any current outlets with outstanding accounts. All previous season’s accounts must be paid in full before a new season’s order can be accepted and processed.

5. If you do not place an order within four weeks of the release of the season’s look book and order form then we reserve the right to approach and/or sell to another retail outlet in your area.

6. Orders during the same season after a seasonal order (top up orders) must be for a total minimum value of $300 including GST.

7. If an order does not comply with these requirements Rainkoat may contact you to adjust your order but does not assume any obligation to do so. Non complying orders will be accepted only if Rainkoat, in its absolute discretion, decides to do so.

8. Your order is binding on you once it is placed with us. Any reductions to the order, and any cancellations, must be made within seven days after placing the order, otherwise, you will be obliged to pay a reduction or cancellation fee of 30% of the order value.

9. Rainkoat may decide, in its absolute discretion, not to accept or not to supply an order placed by a credit account customer at any time before the order is delivered.

10. Rainkoat is not obliged to accept any order, whether it is a complying order or not.
    

7. DELIVERY AND RETENTION OF TITLE

1. Unless Rainkoat agrees otherwise in relation to a particular order, Rainkoat will arrange for delivery of orders to the customer's premises and will add the delivery charges to the price of the goods on the invoice unless local pick up is previously arranged.

2. All items are shipped from our warehouse in Hobart, Tas.

3. Risk passes at the time of delivery.

4. Rainkoat retains title in all goods supplied until they are paid for in full. Rainkoat may take possession of any stock not paid for within our credit terms.

8. DELAYS IN DELIVERY

1. Rainkoat shall not be liable for any loss or damage the customer may suffer as a result of any non-delivery or late delivery of any order for any reason whatsoever, including negligence on the part of Rainkoat, its agents or contractors.

2. If an order is delivered with less than the ordered number of items or with items not included in the order, Rainkoat may either supply the missing items, replace the incorrect items or give a refund for them provided that, in the case of incorrect items, the customer makes them available for collection by Rainkoat.
   

9. PAYMENT TERMS – NON CREDIT ACCOUNT CUSTOMERS

1. Customers other than credit account customers are issued invoices on a proforma basis through indent ordering. When your order has been packed and prepared for despatch, we will contact you again and issue a final invoice for the total price of the goods, GST and delivery included. Upon payment of the invoiced amount, we will despatch the order.

2. Rainkoat cannot offer any credit terms to any international customers unless engaged in an existing arrangement.
   

10. CREDIT ACCOUNT CUSTOMERS

1. Credit account customers must pay invoices within four weeks of the date of the invoice. For example, if an invoice is dated 28 Feb, it is payable on or before 28 March.
2. Final invoices are issued prior to despatch of the orders.

11. CREDIT ACCOUNT APPROVAL

1. An approved retailer that has successfully completed six orders or with a trading history of more than 12 months with Rainkoat, may apply for a credit account.

2. An application must be made by completing and lodging a credit account application form.

3. Rainkoat will decide, in its own absolute discretion, whether to approve a credit account application.

4. We may decide to approve a credit account application subject to conditions, in which case the approval will only become effective if the applicant accepts the conditions in writing.

5. A limit to the amount of credit supplied is imposed on each account. Rainkoat will fix this limit taking into account your trading history, your specific requirements, your ability to pay the account limit and such other factors as Rainkoat deems relevant.

6. Should your account fall into arrears, we may engage the services of a debt collector to recover the arrears and we may cancel your credit account. You will be obliged to reimburse us for any fees and charges we may incur to the debt collector for these services.

12. SPECIAL ORDERS

1. If Rainkoat accepts a customer's order for any product created uniquely for the customer, the order is a Special order.

2. The terms and conditions of supply of a Special order must be specifically agreed between the customer and Rainkoat for that order. These terms and conditions will, however, continue to apply except to the extent that they are inconsistent with the specifically agreed terms and conditions.
   

13. RETURNS

1. Rainkoat products must be washed only in accordance with the washing instructions on the Care Label on the product and must not be bleached or soaked.

2. Retailers should contact us in the case of any customer returns so that we can assess the returned item before you refund your customer.

3. If a garment is defective, either in workmanship or materials, Rainkoat will accept a return of the item and either repay the wholesale price in full or offer a credit or replacement. To the extent permitted by law, Rainkoat excludes any other liability or obligation whether arising under a statute or the general law and whether or not resulting from negligence on the part of Rainkoat, its agents or contractors or otherwise.

4. Rainkoat does not accept returns on garments for poor sell through or non performance.

5. Please note that, notwithstanding the above provisions, retailers and their customers may have rights under the Trade Practices Act or other Commonwealth, State or Territory laws that cannot be excluded, varied or limited as above.
   

14. CHANGES TO RAINKOAT'S POLICIES AND TERMS AND CONDITIONS OF TRADING

1. Rainkoat may change its Terms and Conditions of Trading at any time and from time to time. The changes will take effect as soon as Rainkoat notifies you of the changes. All

orders placed will be accepted and supplied only upon the Rainkoat Terms and Conditions applicable at the time.

2. Rainkoat may, in its own absolute discretion, terminate the approval of a retailer, the approval of a retail outlet or a customer's credit account at any time upon notice to the retailer without cause and without having to provide any reason.

15. NOTICES

 1. Notices will be deemed to be delivered when sent by email to the email address of the customer provided to Rainkoat for the time being.

16. RECOMMENDED RETAIL PRICES

1. We reserve the right to alter our pricing at any time, unless already invoiced.

2. The RRP for each product is listed on our order forms.

3. Stockists are free to set their own pricing, but we ask that the products do not retail under the set RRP, unless they are clearly marked as being on sale.

4. We kindly request that new collections are not sold below the RRP.

5. Stock must be priced on or above the RRP for 8 weeks prior to markdown.

6. Agents must be advised of any sales prior to end of season.

7. Our recommended retail price in Australia is x 2 of the wholesale price including GST.