Wholesale Trading Terms

These Wholesale Trading Terms & Conditions (“Terms”) apply to all wholesale sales of goods by Moss and Jasper Enterprises Pty Limited trading as Holly & Ivy (“Holly & Ivy”, “we”, “us”, “our”) to its wholesale customers (“Customer”, “you”, “your”).

By placing an Order with us, you agree to be bound by these Terms.

1. Definitions

  • “Goods” means all products supplied by Holly & Ivy.
  • “Order” means any order submitted by the Customer (either in person or via our online system) and accepted by Holly & Ivy.
  • “Price List” means the current wholesale price list issued by Holly & Ivy, as amended from time to time.
  • “RRP” means the recommended retail price displayed on product tags supplied by Holly & Ivy.
  • “Marketplace” means any third-party online marketplace, platform, or aggregator including but not limited to Amazon, eBay, Etsy, Catch, Facebook Marketplace, Big W Marketplace, Bunnings Marketplace, or any similar platform.
  • “ACL” means the Australian Consumer Law under Schedule 2 of the Competition and Consumer Act 2010 (Cth).

2. Eligibility & Wholesale Account Approval

  • Application for Wholesale Account
    Wholesale purchasing is available only to approved wholesale customers. All applicants must complete a wholesale application and provide any information reasonably requested by Holly & Ivy to assess eligibility.
  • Approval at Discretion
    Holly & Ivy reserves the right to approve, decline or revoke any wholesale application or account at its sole discretion, without obligation to provide reasons.
  • Business Use Only
    Wholesale accounts are granted strictly for the purpose of resale in the ordinary course of the Customer’s retail business. Goods must not be purchased for personal use or non-retail purposes.
  • Account Details
    The Customer must ensure that all business details provided (including ABN, contact information and trading details) are accurate and kept up to date. Holly & Ivy must be notified promptly of any change in ownership, control or business structure.
  • Non-Transferable
    Wholesale accounts are not transferable or assignable without prior written consent from Holly & Ivy.
  • Compliance with Terms
    Approval of a wholesale account is conditional upon ongoing compliance with these Terms. Holly & Ivy may suspend or terminate an account if the Customer fails to comply.

3. Orders & Order Confirmation

  • Submission of Orders
    All Orders submitted by the Customer, whether in person, at a trade fair, by email, or via an online ordering system, constitute an offer to purchase Goods and are subject to acceptance by Holly & Ivy.
  • Acceptance of Orders
    An Order is not binding on Holly & Ivy until it has been confirmed in writing (including by invoice or order confirmation). Holly & Ivy reserves the right to accept or decline any Order in whole or in part at its discretion.
  • Minimum Order Requirements
    Minimum order quantities and seasonal minimum spend thresholds apply as notified by Holly & Ivy from time to time. Holly & Ivy may refuse or cancel Orders that do not meet applicable minimums.
  • Stock Availability
    All Goods are supplied subject to availability. Holly & Ivy does not guarantee ongoing availability of any product line and may discontinue products without notice.
  • Account Customers
    For approved account customers:
    • Orders are confirmed upon placement and acceptance;
    • once confirmed, quantities cannot be reduced;
    • requests to increase quantities are subject to stock availability.
  • Proforma Customers
    For proforma customers:
    • where a non-refundable deposit has been paid, the Order is confirmed and cannot be cancelled or reduced;
    • where no deposit has been paid, the Order remains subject to stock availability and formal acceptance.
  • Trade Fair Orders
    Orders placed at trade fairs require a non-refundable deposit (as notified at the event) to secure stock allocation.
  • Seasonal Commitments
    The Customer acknowledges that Orders are placed based on production commitments with manufacturers and that reductions or cancellations may not be possible once manufacturing allocations have been confirmed.
  • Order Errors
    The Customer is responsible for ensuring all Order details (including quantities, product codes and delivery information) are accurate at the time of submission.

4. Pricing & RRP

  • Price List
    Prices are as set out in the current wholesale Price List in effect at the time an Order is accepted. Holly & Ivy may amend its Price List from time to time without prior notice.
  • GST & Additional Charges
    Unless expressly stated otherwise, all prices are exclusive of GST, freight, insurance, duties, levies and any other applicable charges, which are payable by the Customer in addition to the purchase price.
  • Price Changes
    Holly & Ivy reserves the right to vary pricing at any time. Price changes do not affect Orders that have already been accepted, unless the change results from circumstances beyond Holly & Ivy’s reasonable control (including supplier cost increases, freight increases, or regulatory changes).
  • Recommended Retail Price (RRP)
    Goods are supplied with product tags displaying the RRP. The Customer must not remove, obscure, alter or replace RRP tags without prior written consent from Holly & Ivy.
  • Resale Pricing
    The Customer retains discretion to determine its resale price, subject to applicable law. However, the Customer must not engage in pricing, discounting or promotional practices that materially damage the brand positioning, reputation or perceived value of Holly & Ivy products.
  • Promotional Activity
    The Customer must not advertise Goods as “clearance”, “liquidation”, “below cost”, or similar without prior written consent where such advertising may adversely affect brand integrity.
  • Pricing Errors
    Holly & Ivy reserves the right to correct any pricing errors or omissions prior to acceptance of an Order.

5. Payment Terms

  • Proforma Customers
    Unless otherwise agreed in writing, proforma customers must pay the full invoice amount (including freight and any applicable charges) prior to dispatch of the Goods.
  • Approved Credit Accounts
    Approved customers may be granted credit terms at Holly & Ivy’s discretion, typically net 7, 14 or 30 days from the invoice date. Credit terms may be varied or withdrawn at any time.
  • Due Date
    Payment must be made in cleared funds by the due date specified on the invoice. Time for payment is of the essence.
  • Late Payment
    If payment is not received by the due date, Holly & Ivy may:
    • charge interest on overdue amounts at the rate of 2% per month (or the maximum permitted by law), calculated daily;
    • suspend further supply of Goods;
    • revoke any credit terms; and/or
    • require payment in advance for future Orders.
  • Recovery Costs
    The Customer must indemnify Holly & Ivy for all reasonable costs incurred in recovering overdue amounts, including legal fees, administrative costs and debt collection agency fees.
  • No Set-Off
    The Customer must not withhold payment or set off any amount allegedly owing by Holly & Ivy unless required by law.
  • Allocation of Payments
    Holly & Ivy may allocate any payment received from the Customer against any outstanding invoice or account balance at its discretion.

6. GST

  • Unless expressly stated otherwise, all prices quoted by Holly & Ivy are exclusive of Goods and Services Tax (“GST”).
  • If GST is payable on any supply made under these Terms, the Customer must pay to Holly & Ivy an additional amount equal to the GST payable on that supply, at the same time and in the same manner as payment for the supply is required.
  • Holly & Ivy will issue a valid tax invoice in accordance with applicable GST legislation.
  • If an adjustment event occurs (including a refund, credit or variation), the parties agree to make any necessary adjustments in accordance with applicable GST laws.
  • Words and expressions used in this clause have the same meaning as given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

7. Delivery & Risk

  • Delivery Estimates
    Any delivery or dispatch dates provided by Holly & Ivy are estimates only and are not guaranteed. Holly & Ivy is not liable for any delay in delivery.
  • Method of Delivery
    Delivery will occur by dispatch from Holly & Ivy’s premises or by collection, as agreed between the parties.
  • Passing of Risk
    Risk in the Goods passes to the Customer upon dispatch from Holly & Ivy’s premises, whether delivery is arranged by Holly & Ivy or the Customer.
  • Title
    Title to the Goods does not pass until full payment has been received in accordance with clause 17 (Retention of Title & PPSA).
  • Inspection on Receipt
    The Customer must inspect the Goods immediately upon delivery and notify Holly & Ivy of any visible damage, shortage or discrepancy within forty-eight (48) hours of receipt.
  • Failure to Take Delivery
    If the Customer fails or refuses to accept delivery of the Goods, risk will be deemed to have passed at the time delivery was first attempted. Holly & Ivy may charge reasonable storage, redelivery or handling fees.
  • Partial Deliveries
    Holly & Ivy may deliver Orders in instalments. Each instalment is treated as a separate supply and failure to deliver one instalment does not entitle the Customer to cancel the remaining instalments.

8. Freight & Shipping

  • Freight Charges
    Freight, handling and shipping charges are additional to wholesale pricing and are payable by the Customer unless otherwise agreed in writing.
  • Payment of Freight
    Freight charges will be invoiced prior to or at the time of dispatch and must be paid in full before Goods are released, unless the Customer holds approved credit terms.
  • Carrier Selection
    Holly & Ivy may select the carrier and method of delivery at its discretion unless the Customer requests a specific carrier in writing and agrees to any additional costs.
  • Delivery Timeframes
    Any delivery dates provided are estimates only. Holly & Ivy is not liable for delays in transit caused by carriers, supply chain disruptions, peak seasonal demand, or events beyond its reasonable control.
  • Risk in Transit
    Risk in the Goods passes in accordance with clause 7 (Delivery & Risk). Holly & Ivy is not responsible for loss or damage occurring after dispatch.
  • Delivery Address
    The Customer is responsible for ensuring delivery details are accurate and accessible. Additional freight charges may apply where redelivery, reconsignment, or storage fees are incurred due to incorrect details or failed delivery attempts.
  • Insurance
    Transit insurance is not included unless specifically requested and agreed in writing. The Customer may request insurance at its own cost.

9. Returns, Claims & Faulty Goods

  • No Change-of-Mind Returns
    Holly & Ivy does not accept returns for change of mind, over-ordering, incorrect ordering, or slow-moving stock.
  • Inspection on Delivery
    The Customer must inspect all Goods immediately upon delivery and must notify Holly & Ivy in writing of any shortage, damage or defect within seven (7) days of receipt of the Goods.
  • Claims Procedure
    All claims must:
    • be submitted in writing via email;
    • include the relevant invoice number;
    • include clear photographic evidence of the alleged issue; and
    • specify the quantity and description of the affected Goods.
    Failure to comply with this procedure may result in the claim being rejected.
  • Seasonal Cut-Offs
    Due to the seasonal and time-sensitive nature of many Holly & Ivy products, no claims or returns will be accepted after the applicable seasonal cut-off date notified by Holly & Ivy for that season (including Easter, Valentine’s Day, Halloween and Christmas).
  • Approval Required
    Goods must not be returned without prior written approval from Holly & Ivy. Unauthorised returns may be refused and returned at the Customer’s expense.
  • Remedies
    Subject to the Australian Consumer Law, if a valid claim is accepted, Holly & Ivy may, at its discretion:
    • repair the Goods;
    • replace the Goods;
    • issue a credit; or
    • provide a refund of the wholesale purchase price of the affected Goods.
  • Limitation
    To the extent permitted by law, Holly & Ivy is not responsible for labour costs, installation costs, removal costs, loss of sales, or any consequential or indirect loss arising from faulty Goods.

10. Warranties

  • Electrical Goods are warranted to be free from defects in materials and workmanship for two (2) years from the date of sale by Holly & Ivy to you, the Customer.
  • Non-electrical Goods are warranted to be free from defects at the time of supply. Natural variations in materials and finishes do not constitute defects.
  • Warranty claims must include proof of purchase and clear evidence of the alleged defect.
  • Holly & Ivy may, at its discretion, repair, replace, credit, or refund defective Goods.
  • The warranty does not apply to misuse, modification, wear and tear, power surges, or external damage.
  • Nothing in this clause excludes rights under the ACL.

11. Australian Consumer Law

  • Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Australian Consumer Law (“ACL”) or any other applicable legislation that cannot be excluded, restricted or modified by agreement.
  • Where the Goods are not of a kind ordinarily acquired for personal, domestic or household use or consumption, Holly & Ivy’s liability for a failure to comply with a consumer guarantee is limited, to the extent permitted by law and at Holly & Ivy’s option, to:
    • the replacement of the Goods or the supply of equivalent goods;
    • the repair of the Goods;
    • the payment of the cost of replacing the Goods or acquiring equivalent goods; or
    • the payment of the cost of having the Goods repaired.
  • The Customer acknowledges that it is acquiring the Goods for the purpose of resale in trade and not as a consumer.
  • To the extent permitted by law, any warranties, representations or conditions not expressly stated in these Terms are excluded.

12. Intellectual Property & Branding

  • Ownership
    All intellectual property rights in and relating to the Goods and Holly & Ivy brand remain the exclusive property of Holly & Ivy. This includes (without limitation) all trademarks, business names, logos, product names, designs, artwork, photographs, product images, packaging, catalogues, marketing materials, website content, copy, and any associated goodwill.
  • No Transfer of Rights
    Nothing in these Terms transfers or assigns any intellectual property rights to the Customer. The Customer receives a limited, non-exclusive, non-transferable, revocable licence to use approved Holly & Ivy branding and marketing materials solely for the purpose of promoting and reselling genuine Holly & Ivy products in accordance with these Terms.
  • Permitted Use
    The Customer may use approved product images and marketing materials provided by Holly & Ivy strictly:
    • in connection with the sale of authentic Holly & Ivy Goods;
    • in their original form without alteration; and
    • in a manner that preserves the premium positioning and reputation of the brand.
  • Prohibited Conduct
    The Customer must not, without prior written consent:
    • alter, modify, crop, re-edit, recolour, or otherwise change any branding or marketing material;
    • create derivative works based on Holly & Ivy designs, artwork or product concepts;
    • register or attempt to register any trademark, business name, domain name, social media handle, or other identifier that is identical or confusingly similar to Holly & Ivy;
    • represent itself as the manufacturer or owner of the brand;
    • use Holly & Ivy intellectual property in any way that is misleading, deceptive, defamatory, unlawful, or damaging to the brand.
  • Online & Digital Use
    Use of Holly & Ivy intellectual property in online advertising, social media, paid search, or digital campaigns must not:
    • misrepresent product features;
    • use brand names in sponsored ads in a way that suggests official affiliation beyond authorised wholesale status;
    • be used in connection with Marketplace sales where such sales are prohibited under these Terms.
  • Brand Protection
    The Customer must promptly notify Holly & Ivy of any suspected infringement, counterfeit activity, or unauthorised use of the brand of which it becomes aware.
  • Breach
    Any breach of this clause constitutes a material breach of these Terms and may result in immediate suspension or termination of the Customer’s wholesale account.
  • Survival
    This clause survives termination of the wholesale relationship.

13. Marketing, Online Sales & Marketplaces

  • Authorised Sales Channels
    The Customer is authorised to sell Holly & Ivy Goods only through:
    • its own physical retail premises; and/or
    • its own branded website operated under the Customer’s registered business name.
    All other sales channels require prior written approval from Holly & Ivy.
  • Prohibited Marketplace Sales
    The Customer must not sell, resell, advertise, promote, list, distribute or otherwise make available Holly & Ivy Goods on any third-party Marketplace without the prior written consent of Holly & Ivy. This includes, without limitation:
    • Amazon, eBay, Etsy, Catch, Facebook Marketplace, Big W Marketplace, Bunnings Marketplace or similar platforms;
    • aggregator platforms or drop-shipping websites;
    • online marketplaces operated by shopping centres or large retail groups;
    • any future or emerging online marketplace platforms.
  • Indirect Sales Prohibited
    The Customer must not:
    • supply Holly & Ivy Goods to any third party for resale;
    • sell to distributors, resellers, exporters or buying groups without written approval;
    • permit any third party to sell or advertise Holly & Ivy Goods on its behalf;
    • use fulfilment services linked to Marketplaces where the products are listed on those platforms.
  • Online Representation
    Where Goods are sold online via the Customer’s approved website, the Customer must:
    • accurately represent the Goods;
    • use approved product images and descriptions where provided;
    • maintain presentation standards consistent with the Holly & Ivy brand positioning;
    • not bundle Goods in a manner that misrepresents the brand.
  • Pricing & Brand Integrity
    While the Customer retains discretion over its resale pricing (subject to law), the Customer must not engage in pricing or promotional conduct that materially damages the premium positioning, perceived value, or reputation of the Holly & Ivy brand.
  • Monitoring & Enforcement
    Holly & Ivy reserves the right to monitor sales channels and online listings to ensure compliance with this clause.
  • Breach
    Any breach of this clause constitutes a material breach of these Terms and may result in suspension or immediate termination of the wholesale account without notice.

14. Confidentiality

  • Confidential Information
    The Customer acknowledges that all non-public information disclosed by Holly & Ivy in connection with the wholesale relationship is confidential (“Confidential Information”). This includes, without limitation, wholesale pricing, price lists, trade discounts, product development information, marketing strategies, sales data, supplier information, business processes, and any other commercially sensitive information.
  • Obligation of Confidence
    The Customer must:
    • keep all Confidential Information strictly confidential;
    • not disclose Confidential Information to any third party without Holly & Ivy’s prior written consent;
    • use Confidential Information solely for the purpose of conducting authorised wholesale business with Holly & Ivy; and
    • take reasonable steps to protect the Confidential Information from unauthorised access, use or disclosure.
  • Permitted Disclosure
    Confidential Information may only be disclosed to the Customer’s employees, contractors, accountants or professional advisers who have a genuine need to know the information for business purposes and who are bound by confidentiality obligations.
  • Exclusions
    Confidential Information does not include information that:
    • is or becomes publicly available other than through breach of these Terms;
    • was lawfully known to the Customer prior to disclosure; or
    • is required to be disclosed by law, provided the Customer gives prompt notice to Holly & Ivy where legally permitted.
  • This clause survives termination of the wholesale relationship.

15. Force Majeure

  • Holly & Ivy is not liable for any delay in performance or failure to perform its obligations under these Terms where such delay or failure arises from events or circumstances beyond its reasonable control (“Force Majeure Event”).
  • A Force Majeure Event includes, without limitation:
    • acts of God, natural disasters, fire, flood, storm or earthquake;
    • pandemics, epidemics or public health emergencies;
    • war, civil unrest, terrorism or government intervention;
    • strikes, labour disputes or industrial action;
    • supply chain disruptions, raw material shortages or manufacturing delays;
    • transport delays, port congestion, shipping interruptions or carrier failures;
    • power outages, telecommunications failures or system interruptions.
  • During the period of a Force Majeure Event, Holly & Ivy’s obligations are suspended to the extent affected by the event.
  • Holly & Ivy will use reasonable efforts to mitigate the impact of the Force Majeure Event but is not required to incur unreasonable expense or source alternative supply where impractical.
  • If a Force Majeure Event continues for an extended period, Holly & Ivy may cancel any affected Order without liability, other than refunding amounts paid for undelivered Goods.

16. Termination

  • Suspension or Termination for Breach
    Holly & Ivy may suspend supply or terminate the Customer’s wholesale account immediately by written notice if the Customer:
    • breaches these Terms and fails to remedy the breach within a reasonable period (where capable of remedy);
    • commits a material breach, including breach of Marketplace restrictions, intellectual property obligations, confidentiality, or non-payment;
    • repeatedly breaches these Terms; or
    • engages in conduct that, in Holly & Ivy’s reasonable opinion, damages or may damage the Holly & Ivy brand or reputation.
  • Insolvency
    Holly & Ivy may terminate the wholesale relationship immediately if the Customer becomes insolvent, enters into liquidation, administration or bankruptcy, makes an arrangement with creditors, or ceases or threatens to cease trading.
  • Effect of Termination
    Upon termination:
    • all outstanding amounts become immediately due and payable;
    • Holly & Ivy may cancel any pending Orders not yet dispatched;
    • the Customer must cease using Holly & Ivy intellectual property and marketing materials;
    • termination does not affect any rights accrued prior to termination.
  • Survival
    Clauses relating to intellectual property, confidentiality, limitation of liability, PPSA, and any other provisions intended to survive termination continue in full force and effect.

17. Retention of Title & PPSA

  • Retention of Title
    Title to the Goods does not pass to the Customer until Holly & Ivy has received payment in full for:
    • the Goods supplied; and
    • all other amounts owing by the Customer to Holly & Ivy on any account whatsoever.
  • Risk in the Goods passes in accordance with clause 7 (Delivery & Risk). Retention of title does not affect the passing of risk.
  • If the Customer fails to pay any amount when due, Holly & Ivy may enter the Customer’s premises (or any premises where the Goods are stored), without liability for trespass, to recover the Goods.
  • The Customer acknowledges that these Terms create a security interest in favour of Holly & Ivy for the purposes of the Personal Property Securities Act 2009 (Cth) (“PPSA”).
  • Holly & Ivy may register its security interest on the Personal Property Securities Register (PPSR). The Customer must do all things reasonably required to enable Holly & Ivy to register, maintain, perfect and enforce that security interest.
  • Waiver of Notices
    To the extent permitted by law, the Customer waives its right to receive any notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
  • The Customer must reimburse Holly & Ivy for all reasonable costs incurred in registering, maintaining or enforcing its security interest.

18. Limitation of Liability

  • Nothing in these Terms excludes, restricts or modifies any rights or remedies under the Australian Consumer Law (“ACL”) that cannot be excluded by law.
  • To the extent permitted by law, where the Goods are not of a kind ordinarily acquired for personal, domestic or household use or consumption, Holly & Ivy’s liability for any failure to comply with a consumer guarantee is limited, at its option, to:
    • replacement of the Goods or supply of equivalent goods;
    • repair of the Goods;
    • payment of the cost of replacement or repair.
  • To the maximum extent permitted by law, Holly & Ivy is not liable for any indirect, consequential or economic loss, including loss of profit, revenue, business, goodwill, opportunity, anticipated savings, or any claim by a third party.
  • Subject to clause 18.1, Holly & Ivy’s total aggregate liability arising out of or in connection with the supply of Goods is limited to the amount paid by the Customer for the Goods giving rise to the claim.
  • Holly & Ivy is not liable for loss or damage arising from misuse, improper storage, modification, unauthorised repair, or failure to follow product instructions.

19. Governing Law & Territory

  • These Terms are governed by and construed in accordance with the laws of the Commonwealth of Australia.
  • The parties irrevocably submit to the exclusive jurisdiction of the courts of Australia and the courts entitled to hear appeals from those courts.
  • These Terms apply to the wholesale supply of Goods throughout Australia and New Zealand. Where Goods are supplied outside Australia, the parties agree that Australian law continues to apply to the maximum extent permitted by law.
  • The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms or to any supply of Goods by Holly & Ivy.

20. Amendments

  • Holly & Ivy may amend, vary or replace these Terms from time to time by providing written notice to the Customer or by publishing the updated Terms on its website.
  • Any amended Terms take effect from the date specified in the notice or publication.
  • Continued placement of Orders, acceptance of Goods, or ongoing trading after the effective date of the amended Terms constitutes acceptance of the updated Terms.
  • No variation to these Terms proposed by the Customer is binding unless expressly agreed in writing and signed by an authorised representative of Holly & Ivy.

21. Entire Agreement

  • These Terms constitute the entire agreement between Holly & Ivy and the Customer in relation to the wholesale supply of Goods and supersede all prior negotiations, discussions, representations, understandings or agreements (whether written or oral) relating to that subject matter.
  • The Customer acknowledges that it has not relied on any statement, representation, warranty or promise made by or on behalf of Holly & Ivy that is not expressly set out in these Terms.
  • To the extent permitted by law, any terms and conditions contained in the Customer’s purchase order, trading terms or other document are excluded and do not apply, unless expressly agreed in writing by Holly & Ivy.
  • Nothing in this clause limits or excludes any rights that cannot be excluded under the Australian Consumer Law.