Wholesale Terms

Commercial Trading Agreement and Terms of Trade with Palm Noosa Pty Ltd 

Palm Noosa Pty Ltd Commercial Trading Agreement and Terms of Trade April 2025 v1.0 

1. INTERPRETATION 

Unless inconsistent with the context: 

“Agreement” shall mean and include the terms and conditions contained herein and on the following pages. 

“Company” shall mean Palm Noosa Pty Ltd ABN: 49 625 381 562 

“Customer” means and includes any natural person, company, partnership or other entity which enters into this Agreement with the Company. 

The Terms of Trade outlined in this Trading Agreement shall be perpetual. 

Payment of initial deposit agrees to the Terms of Trade outlined in this Agreement. 

Either the “Customer” or “Company” may terminate the Agreement by giving 90 days’ notice. 

2. PROPER LAW 

The Commercial Trading Agreement between the Company and the Customer shall be governed and construed according to the Laws of Queensland and the Customer agrees to submit to the jurisdiction of the Courts and Tribunals located in Brisbane, Queensland. In undertaking a Commercial Trading Agreement with Palm Noosa Pty Ltd the customer agrees that the terms & conditions set out here will be operative and take precedence over anything stated on the Customer’s confirmation order or in any subsequent document. 

3. FORMATION OF CONTRACT 

A contract shall only be or be deemed to have been entered into between the Company and the Customer for the sale of Goods when, upon an order having been placed with the Company for Goods, that order has been accepted by the Company either in writing or by conduct. 

4. PRICES 

4.1 “Price” means, unless the contrary intention appears, the Price for which a good (or goods) is sold pursuant to the Terms and Conditions and is the amount payable by the customer, inclusive of any GST payable by the company in respect of the sale. 

4.2 You authorise your staff and agents to make orders for you. We may accept your Orders in full, partially or we may reject them at our sole discretion. Once orders are accepted you have up to 7 days cooling off period unless this is waived. Under no circumstances are Deposits refundable or transferable after 7 days from placement of the Order. 

4.3 No deposit is required to place an order. However, the following will apply regarding future orders. 

The customer will be invoiced for their order with 7-day payment terms. This is payable before the order will be shipped to the customer. 

If the customer is late on their payment, Palm Noosa will not accept any future order(s), until their previous order is paid in full and all debt is cleared. Additionally, if a customer is late on their payment, any future order will require a 50% deposit which is payable before the order is confirmed. 

In the event the customer cannot make payment for their order, Clause 7 of this document shall apply. 

4.4 Freight will be arranged by Palm Noosa to the customer (unless arranged otherwise). The freight costs will be as follow: 

Orders under $2,500.00 ex GST - A $30 excl GST freight fee shall be included on final invoices. 

Orders over $2,500.00 ex GST - A $50 excl GST freight fee shall be included on final invoices. 

4.5 The minimum order size shall be $2,000.00 ex GST, unless agreed otherwise. 

4.5 Until formation of the Contract, Prices are subject to change without notice. List and retail prices are recommended only. 

5. PAYMENT 

5.1 Unless otherwise agreed by the Company in writing, payment for all goods shall be COD and must be made in full to the company, before the order is shipped to the customer, on the specified date (“the due date for payment”.) The Customer shall not be entitled on any grounds whatsoever to withhold payment either wholly or in part when it becomes due. Default in payment will entitle Palm Noosa Pty Ltd to review further trading with the customer. 

In the event of default of payment by the customer the customer shall indemnify Palm Noosa Pty Ltd against all costs and expenses arising from such default and & Recover liquidated damages on any amount outstanding of an amount equal to two percent (2%) of that amount for each month or part of a month from the due date until the date of payment in full. 

5.2 In respect of any proceedings in any Court of competent jurisdiction, a Certificate stating the quantum of the debt owed by the Customer to the Company shall be deemed to be conclusive proof of the quantum of the debt owed by the Customer to the Company. 

6. SUPPLY AND DELIVERY 

6.1 The company reserves the right to: 

(a) withhold supply to the Customer where: 

1) the company has insufficient goods to fulfil the order; 

2) the goods ordered have been discontinued; 

3) the total quantity ordered is less than the minimum production level. 

6.2 Palm Noosa Pty Ltd cannot guarantee supply of repeat orders of a style at the same pricing structure. 

6.3 The goods shall be at the Customer’s sole risk from the time of dispatch to the Customer or its agent. 

6.4 Claims for shortages in delivery or damage to goods may only be made within 7 days from the date of delivery. 

7. CANCELLATION OF ORDER 

Must be in writing. Any such request shall be of no force or effect and shall not be binding on Palm Noosa Pty Ltd unless the cancellation is accepted by Palm Noosa Pty Ltd in writing. 

Cancellation of any orders shall be at the discretion of Palm Noosa Pty Ltd and will incur a 50% Cancellation fee. 

Palm Noosa will not accept any future orders from Customers who cancel order (outside of the cooling off, per clause 4.2), unless agreed otherwise. 

8. INDEMNITY 

8.1 The Customer indemnifies the Company against: 

(1) All losses, claims, proceedings, damages, costs and expenses in respect of or arising directly or indirectly from: 

i. the goods or their use; 

Commercial Trading Agreement and Terms of Trade with Palm Noosa Pty Ltd 

Palm Noosa Pty Ltd Commercial Trading Agreement and Terms of Trade April 2025 v1.0 

ii. from any advice given to the Customer by the Company 

iii. any breach by the Customer of the terms of this agreement, 

(2) losses and liabilities incurred by the Company and its Personnel; 

(3) all legal costs (on a solicitor and own client or full indemnity basis, whichever is greater) and other expenses incurred by the Company and its Personnel in connection with a demand, action, arbitration or other proceeding (including mediation, compromise, out of court settlement or appeal); arising directly or indirectly as a result of or in connection with a breach or non-performance of any of the obligations of the Customer under this Agreement whether express or implied. 

8.2 The Customer must pay to the Company all liabilities, costs and other expenses referred to in clause 1, whether or not the Company has paid or satisfied them. 

8.3 As soon as any of the facts or matters which form any part of any claim or complaint whatsoever become known to the customer, the customer shall within three (3) days in writing notify the Company of same 

8.4 This Clause shall survive the termination or expiration of this Agreement. 

9. OWNERSHIP OF GOODS 

Until Palm Noosa Pty Ltd has been paid in full for all goods supplied by it to the customer under any contract whatsoever between Palm Noosa Pty Ltd & the customer the property in all goods shall remain in Palm Noosa Pty Ltd as legal and equitable owner notwithstanding delivery. In the event of breach of clause 5 herein Palm Noosa Pty Ltd shall be entitled to enter upon any premises of the customer for the purpose of removing all goods of Palm Noosa Pty Ltd without liability for trespass, negligence, payment of any compensation to the customer or any other persons. The customer acknowledges that it is in possession of all goods solely as a fiduciary bailee for Palm Noosa Pty Ltd until payment for all goods has been made by the customer. 

10. RETURNS 

Wholesale merchandise may not be returned or exchanged, subject to the rights of the customer under the Trade Practices Act or equivalent State/Territory Legislation. 

11. CHANGES TO THE PARTICULARS OF THE PROPRIETORS OR THE BUSINESS. 

The Customer hereby undertake to advise the Company within 7 days by certified mail of any actual or proposed change in the legal entity structure, management or control of the Customer’s business, if the customer fails to notify Palm Noosa Pty Ltd of such change the customer agrees that the customer remains solely responsible for the stock being produced from existing orders. 

12. LIMITATION OF LIABILITY 

(a) The Customer acknowledges that the Company's (including without limitation the Company's personnel) obligations and liabilities in respect of the Services are exhaustively defined in this Agreement. 

(b) Whether or not it has been advised of their possibility, the Company will not be liable to the Customer, whether under contract, tort (including negligence) or otherwise for: 

(1) indirect or loss, damage, cost or expense of any kind whatsoever and howsoever caused; and 

(2) Loss of production, loss consequential of or corruption to data, loss of profits or of contracts, loss of operation time, loss of goodwill or anticipated savings, or wasted management or staff time arising out of this Agreement or performance, non-performance or delayed performance by the Company of any of its obligations under or in connection with this Agreement. 

(c) The liability of the Company to the extent it cannot be excluded is limited to resupply, repair or replacement of the goods. 

(d) This Clause shall survive the termination or expiration of this Agreement. 

13. SALE OF GOODS 

Selling Palm Noosa Pty Ltd product(s) via online affiliate's like eBay or Facebook Marketplace is prohibited unless otherwise authorised by the Company. Palm Noosa Pty Ltd product(s) listed outside of the wholesaler account's associated and approved retail boutique/online store without consent from the brand is prohibited. 

14. CONFIDENTIALITY 

Each party undertakes that it will not disclose any Confidential Information of, or relating to, the other Party written or oral, concerning the business and affairs of the other Party, except that a receiving Party may disclose Confidential Information: 

a) to its directors, officers and employees on a need to know basis for the purposes of performing this Agreement, solely to the extent of such need, or to its legal and professional advisers and provided such director, officer, employee or adviser is under and obligation of confidentiality equivalent to the requirements of this clause 14; 

b) as required under any applicable Law or by any competent regulatory authority; or 

c) with the prior written consent of the disclosing Party. 

The Parties agree the obligations of this clause 14 survive termination or expiry of this