By placing this Order with Marlo Kids International Pty. Ltd. as trustee for Marlo Kids International Trust (Marlo) you have accepted the styles selected, and any changes or cancellation after 7 days cannot be accepted.
Marlo will produce the styles selected and you will be notified when the goods are ready to be delivered.
The delivery date is as specified on the Order, unless otherwise confirmed by Marlo in writing.
The Order is subject to 40% deposit and full payment before delivery.
All shipments are made Ex Works (EXW) basis from China, meaning the buyer is responsible for all transportation costs.
If you are domiciled outside of Australia you are responsible for all relevant import duties and taxes in your jurisdiction.
We cannot refund deposits after 7 days of order placement.
Once goods are ready to be shipped you will be emailed an invoice for 60% balance payment. This invoice needs to be paid within 30 days otherwise Marlo may either cancel the order and you forfeit the deposit, or instead proceed to other action necessary to enforce payment.
These terms are governed by the laws of the state of New South Wales, Australia and by placing this Order, you consent to the jurisdiction of the courts of New South Wales, Australia.
Please see our Terms and Conditions below for further information.
DEFINITIONS
1.1 The Supplier with Marlo Kids International Pty. Ltd. as trustee for Marlo Kids International Trust (A.B.N. 87 714 708 603) and where applicable the commercial agent for the Supplier and may also be described in these Terms as “we,” “our,” or “us”.
1.2 Account Purchaser means an approved account holder following satisfactory completion and execution of our formal procedures.
1.3 Goods means all goods and services supplied by us to the Purchaser as described on any invoice, Purchase Order, quotation or other form accepted by us.
1.4 Purchaser means any individual, organisation, corporation or agent (or any person acting on behalf of or with authority of the Purchaser) as described in any Purchase Order, quotation or other form accepted by us and may also be described in these Terms as “you” or “your,”.
1.5 Purchase Order means the binding contract resulting from the acceptance by us of any order, including any order made via email or any other form accepted by us, made by the Purchaser for the purchase of Goods from us.
1.6 Terms means the terms and conditions contained in this document, as amended by us from time to time.
ACCEPTANCE OF TERMS
2.1 All Goods sold are subject to these Terms. By ordering Goods from the Supplier, the Purchaser shall be deemed to have accepted these Terms to the exclusion of all others.
2.2 These Terms are irrevocable and can only be amended with the written consent of the Supplier.
2.3 Where more than one Purchaser has entered into this agreement, the Purchaser shall be jointly and severally liable for all payments under these Terms.
CANCELLATIONS / ADJUSTMENTS
3.1 Purchase Order cancellations or adjustments will only be accepted within SEVEN (7) days after the date of the Purchase Order. Purchase Orders placed with us cannot be cancelled or adjusted without our prior written approval.
3.2 In the event that we accept the cancellation of any Purchase Order, we shall be entitled to charge a cancellation fee equivalent to 50% of the total amount of the Purchase Order which you agree is a genuine pre-estimate of the loss suffered by us from your cancellation.
3.3 The Purchaser will indemnify us against all loss in respect of any cancellation, without limitation.
PRICES AND PAYMENT
4.1 Unless otherwise stated, all prices quoted are exclusive of GST. If we are liable by law for any GST you must pay to us the amount of the GST in addition to the primary amount.
4.2 You must pay for the Goods, without deduction or set off, in the following manner:
(a) A deposit of 50% of the price of the Goods upon placing your Purchase Order; and
(b) The balance of the price of the Goods in full including shipping prior to delivery of the Goods.
4.3 In the case of any default in payment then any future orders made by you will be subject to the payment of the price of the goods in advance of delivery.
ACCEPTANCE OF GOODS
5.1 The Purchaser will be deemed to have accepted the Goods as being in accordance with the Purchase Order unless the Purchaser notifies the Supplier in writing of their claim within SEVEN (7) days of delivery of the Goods.Please be aware that garments may appear to be slightly different to those in the look books and/or website. This will not be regarded as a fault or reason to warrant a return. Fabrics may vary slightly compared to samples due to supplier’s trims or fabric variations.
DELIVERY
6.1 The delivery times given by the seller are estimates only. We will endeavour to have the Goods delivered by the estimated delivery date but we do not accept any liability for failure to deliver for reasons beyond our control nor do we accept any liability for delays in delivery.
6.2 You acknowledge and accept that you are liable to pay us the price of all Goods ordered by you, notwithstanding any failure to deliver or delays in delivery for reasons beyond our control.
6.3 We may deliver the goods in a number of batches or in instalments.
6.4 You acknowledge that you are required to pay for all freight from the Marlo warehouse for the delivery of your order.
LOSS, DAMAGE IN TRANSIT & RISK
7.1 We are not liable to you or any person claiming through you for any loss or damage to Goods in transit caused by any event of any kind by any person.
7.2 Risk in the Goods will pass to you upon the earlier of:
(a) delivery of the Goods to you;
(b) collection of the Goods by you (or your agent); or
(c)where a third party is designated to perform delivery of the Goods to you, upon delivery to that third party.
7.3 Any property of the Purchaser under our custody or control will be entirely at the Purchaser’s risk with regard to loss or damage caused to such property.
RETURNED GOODS
8.1 Subject to these Terms, we are not under any duty to accept Goods returned by you and will do so only on terms to be agreed in writing in each individual case.
8.2 You will be deemed to have accepted the Goods free of defect or any non-conformity unless we receive a substantiated written claim within SEVEN (7) days of the date of delivery or attempted delivery.
8.3 If we agree to accept returned Goods from you under these Terms you must return the Goods to us at your cost to our place of business. We will at our discretion either give a credit for the value of the Goods or replace the Goods.
8.4 For Goods that we deem to be defective, we will replace or repair the Goods within a reasonable time. In the event that defective Goods cannot be replaced or repaired, we will authorise a credit note equivalent to the cost of the Goods.
8.5 We will not accept the return of any Goods (whether they are deemed defective or otherwise) if the Purchaser has offered to sell the Goods to consumers and the Goods are damaged in store.
8.6 If we do not accept the reason for the return of the Goods we will return the Goods to the Purchaser with an explanation for the non-acceptance and the invoice for the Goods will be payable plus freight charges.
TITLE
9.1 The Purchaser acknowledges and agrees that title in the Goods shall not pass to the Purchaser until full payment in cleared funds of all monies owed to the Supplier for the Goods.
DEFAULT
10.1 If the Purchaser defaults in payment of any invoice when due, the Purchaser shall indemnify the Supplier from and against all loss and damage in respect of any recovery action including without limitation all solicitors’ fees (on an indemnity basis), commercial agents’ commission, out of pocket expenses, bank fees, freight, insurance and interest.
10.2 If the Purchaser defaults, the Supplier may, without prejudice to the it’s other rights, either suspend or withhold further deliveries, require payment in advance for all such deliveries or terminate this or any other agreement by written notice to the Purchaser.
LIMITATION OF LIABILITY
11.1 To the maximum extent permitted by law, we hereby exclude all conditions, warranties, guarantees, terms and obligations expressed or implied by law in connection with these Terms, or any Goods obtained under them.
11.2 To the extent permitted by law, we are not liable to you or any other person for any loss or claim of any kind in connection with these Terms, or any Goods obtained under them, except to the extent caused directly by our negligence or wilful misconduct.
11.3 In respect of any warranties, guarantees or terms which cannot be excluded (Non Excludable Terms), to the extent to which we are entitled to do so, our liability under the Non Excludable Terms will be limited at our option to:
(a) the replacement of the Goods or the supply of equivalent goods; or
(b) the repair of the Goods; or
(c) the payment of the cost of replacing the Goods or of acquiring equivalent goods; or
(d) the payment of the cost of having the Goods repaired.
11.4 We accept no liability to you or any third party for any indirect, special or consequential loss/damage, including but not limited to loss of revenue, loss of product, loss of contract or loss of profit.
FORCE MAJEURE
12.1 If for any reason beyond our control (including without limitation as a result of any strike, war, terrorist attack, trade dispute, fire, tempest, theft or breakdown), a Purchase Order cannot be delivered at the time stipulated by you, we shall be entitled to cancel the Purchase Order and you shall not have any claim against us for loss, damages, costs or expenses arising out of such cancellation. The cancellation of any Purchase Order is without prejudice to our rights to recover all sums owing to us in respect of deliveries made or Goods provided prior to the date of such cancellation.
SEVERANCE
13.1 Should any part of these Terms be held to be void or unlawful, such part is to be read and enforced as if the void or unlawful part had been deleted.
ASSIGNMENT
14.1 No Purchase Order between us and the Purchaser may be assigned without our written consent, which consent may be given or withheld by us in our absolute discretion.
GOVERNING LAW AND JURISDICTION
15.1 The Terms and any transaction contemplated by them shall be governed by and construed in accordance with the laws of the state of New South Wales, Australia and the parties irrevocably submit to the non-exclusive jurisdiction of the courts and tribunals of New South Wales, Australia.
