Wholesale Terms of Trade

Wholesale Terms & Conditions of Trade

Last updated: May 2025

1. General
1.1.1. All Goods and Services supplied to Buyer by Bedhead Hats Pty Ltd ATF Ellis Family Trust ABN 59 650 152 438 (‘Bedhead Hats’) under a purchase order, Supply Agreement or any other written agreement are supplied on the following Terms and Conditions.
1.1.2. These Terms and Conditions cannot be varied or modified except by an instrument in writing and signed by Bedhead Hats.
1.1.3. These Terms and Conditions take precedence over any term and conditions contained in any document of Buyer or elsewhere and any such Terms and Conditions have no application to or effect on a supply contract.
1.1.4. Without prejudice to any rights accruing to either party under this agreement, either party may terminate this agreement by providing the other party with 30 days written notice.

2. Definitions
2.1.1. “Bedhead Hats” shall mean Bedhead Hats Pty Ltd ATF Ellis Family Trust ABN 59 650 152 438.
2.1.2. “Seller” shall mean Bedhead Hats and its successors and assigns.
2.1.3. “Buyer” shall mean the buyer or any person or agent acting on behalf of and with the authority of the buyer.
2.1.4. “Guarantor” means that person (or persons), or entity who agrees herein to be liable for the debts of the Buyer if a Limited Liability Buyer on a principal debtor basis.
2.1.5. “Goods” shall mean all Goods supplied by the Seller to the Buyer whether by purchase order, Supply Agreement or any other written agreement.
2.1.6. “Services” shall mean all Services supplied by the Seller to the Buyer and includes any advice or recommendations (and where the context so permits shall include any supply of Services as defined supra).
2.1.7. “Price” shall mean the cost of the Goods or Services as agreed between the Seller and the Buyer subject to clause 5 of this contract.
2.1.8. “Purchase Price” means the price of the Goods or Services as advised by Bedhead Hats.
2.1.9. “Buyer” means any person, firm or corporation including his successors administrators and assigns who or which has requested the supply of Goods by Bedhead Hats.
2.1.10. “Quotation” means a quotation provided by Bedhead Hats to Buyer.

3. Offer and Acceptance
3.1.1. Any instructions received by the Seller from the Buyer for the supply of Goods and Services and/or the Buyer’s acceptance of Goods and Services supplied by the Seller shall constitute acceptance of the Terms and Conditions contained herein.
3.1.2. Upon acceptance of these Terms and Conditions by the Buyer the Terms and Conditions are irrevocable and can only be rescinded in accordance with these Terms and Conditions or with the written consent of the manager of the Seller.
3.1.3. None of the Seller’s agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the manager of the Seller in writing nor is the Seller bound by any such unauthorised statements.
3.1.4. Any quotation made by Bedhead Hats is not an offer to sell or to provide Goods and Services.
3.1.5. Bedhead Hats shall not be bound by any order given in pursuance of any quotation until it is accepted in writing by Bedhead Hats or by the commencement of supply of Goods or the provision of Goods and Services.
3.1.6. Unless otherwise agreed in writing, all orders are subject to acceptance by Bedhead Hats within 30 days of receipt by Bedhead Hats of the order.
3.1.7. The Seller reserves the right of refusal of Services based on the manner in which a business presents and displays the Goods if the manner of that presentation is contrary to the Sellers wishes. The Goods have an international image of high quality and premium sun safety and an excellent international reputation due to the high standard of their quality and presentation and the high level of service provided by Bedhead Hats distributors and retailers. To maintain the Goods’ international reputation and protect consumers’ interest by providing access to the Goods that are presented in a way that enhances their aura of luxury, Bedhead Hats operates a selective distribution system internationally.
3.1.8. It is the Sellers sole discretion to select and offer only to Buyers that suit the branding, imagery and service typical of a Bedhead Hats approved Stockist. Bedhead Hats will entrust the Goods only to those authorised retailers that, through the excellence of their image and reputation, the locations of their sales outlets, and the quality of their service, reflect the premium nature of the Products. All provisions of these Conditions will be interpreted to this effect. The image, name and presentation of each of the Customer’s authorised outlets and websites, as well as the service and advice provided by the Customer’s sales personnel must project an image to the public that conforms with the prestige and international reputation of premium sun safety and must in no way whatsoever detract from this.
3.1.9. The Seller has appointed the Buyer, on a non-exclusive basis as an approved retailed of the Goods.
3.1.10. It is also the Sellers sole discretion to limit the supplying of Buyers which are located in proximity that is too close to another Buyer, particularly if that Buyer is within a comfortable walking distance of another already existing Buyer.
3.1.11. The Buyer agrees to resell the Goods via those individual physical retail outlets and from its website set out in the approved Order to end consumers based in the approved Territory only.
3.1.12. In addition, the Buyer will not sell the Goods via any third-party platforms and marketplaces including (without limitation) Amazon, Catch and eBay, or through any messaging apps including (without limitation) WhatsApp, Wechat and Facebook Messenger. If the Seller finds the Buyer selling on a marketplace without permission, immediate removal will be requested. Failure to remove will result in your Buyer account being terminated.
3.1.13. The Buyer shall not sell the Goods to any unauthorised wholesalers, resellers or retailers. The Buyer is authorised to sell directly to end consumers only.
3.1.14. The Buyer shall not, until it has been supplied with (and received) sufficient stocks of the relevant Good, offer any pre-sales of such Goods to its customers.
3.1.15. The Buyer shall ensure all materials (including e-commerce and website pages) making use of the registered Bedhead brand have been approved in advance in writing by the Seller.
3.1.16. The Seller undertakes not to use any of the following words CHEAP, CHEAPEST, DISCOUNT, OUTLET, or any similar words, mark or sign in relation to any business, goods or services provided by it under or in connection with the Contract and/or sale of the Goods (including, without limitation, in any corporate or trading name, in any domain name, on any website, search terms, as a metatag or Adword, or in any social media account or other website page, as part of any promotional or other business material or publication and in any telephone or other directory listing).

4. Warranties and Exclusions
4.1.1. All express or implied terms, conditions, warranties, statements, assurances and representations in relation to any Goods ordered from Bedhead Hats are hereby excluded from a supply contract save for:
4.1.1.1. these Terms and Conditions;
4.1.1.2. the conditions and warranties necessarily implied under the law of the relevant State and the provisions of the Competition and Consumer Act 2010 (Cth) and any statutory modification or re-enactment thereof; and
4.1.1.3. any other Terms and Conditions to which Bedhead Hats agrees in writing to be bound.
4.1.2. Any liability of Bedhead Hats which is not excluded by clause 4.1 is limited to the extent permitted by law to such one or more of the following as determined by Bedhead Hats in its absolute discretion:
4.1.2.1. with respect to the supply of Goods:
4.1.2.1.1. the replacement of the Goods or the supply of equivalent Goods;
4.1.2.1.2. the repair of the Goods; or
4.1.2.1.3. the payment of the cost of replacing the Goods or of
4.1.2.1.4. acquiring equivalent Goods; or
4.1.2.1.5. the payment of the cost of having the Goods repaired;
4.1.2.2. with respect to the supply of Goods and Services:
4.1.2.2.1. the re-supply of the Goods and Services; or
4.1.2.2.2. the payment of the cost of having the Goods and Services re-supplied.
4.1.3. Buyer acknowledges that except for these Terms and Conditions, Bedhead Hats does not give or make any warranty assurance, promise or representation regarding the quality, fitness for use, suitability or merchantability of Goods for any purpose whatsoever, and that in entering into the supply contract Buyer has relied entirely on Buyer’s own knowledge, skill and judgement.

5. Goods and Services
The Goods and Services shall be as described on the invoices, quotation, work authorisation, sales order or any other work commencement forms as provided by the Seller to the Buyer.

6. Price and Payment
6.1.1. At the Sellers sole discretion;
6.1.1.1. The Price shall be as indicated on invoices provided by the Seller to the Buyer in respect of Goods and Services supplied; or
6.1.1.2. The Price of the Goods or Services shall be the Seller’s quoted Price, which shall be binding upon the Seller provided that the Buyer shall accept in writing the Seller’s quotation within fourteen (14) days.
6.1.2. Time for payment for the Goods and Services shall be of the essence and will be stated on the invoice, quotation or any other order forms. If no time is stated, then payment shall be prior to dispatch and delivery of the Goods or Services.
6.1.3. At the Sellers sole discretion, for certain approved Buyers payment will be due seven (7) days following the date of the invoice.
6.1.4. Payment will be made by cash, EFT direct deposit, or accepted credit cards as agreed to between the Buyer and the Seller.
6.1.5. The Price shall be increased by the amount of any GST and other taxes and duties which may be applicable, except to the extent that such taxes are expressly included in any quotation given by the Seller.

7. Delivery of Goods
7.1.1. Delivery of the Goods shall be made to the Buyer’s nominated address. The Buyer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery.
7.1.2. The failure of the Seller to deliver shall not entitle either party to treat this contract as repudiated.
7.1.3. The Seller shall not be liable for any loss or damage whatever due to failure by the Seller to deliver the Goods (or any of them) promptly or at all.
7.1.4. Where delivery of the Goods has been attempted by the Seller and the Buyers address details are either incorrect, or the Buyer is not present to accept delivery resulting in a second dispatch or second delivery attempt then the Buyer shall bear the costs of any secondary dispatch or delivery attempt incurred by the Seller.
7.1.5. For international deliveries, parcels are lodged by the Seller with Australia Post, who subsequently lodge the parcels with the local postal authority of the destination country for final delivery.
7.1.6. The estimated delivery time for international parcels is between fifteen (15) and twenty-one (21) business days from the date of dispatch. This estimate does not account for delays incurred during customs clearance or processing.
7.1.7. The Seller shall not be liable for any delays in delivery due to customs inspections, clearance procedures, or any other actions taken by authorities in the destination country.
7.1.8. Once a parcel is transferred to the destination country’s postal authority, it may no longer be trackable via Australia Post. The Seller shall not be liable for any loss or delay resulting from lack of tracking beyond this point.
7.1.9. Any import duties, taxes, customs fees, or other charges imposed by the destination country’s customs or postal authorities are the sole responsibility of the Buyer. The Buyer shall be liable for any such charges and for ensuring compliance with local import regulations.

8. Buyers Disclaimer
The Buyer hereby disclaims any right to rescind or cancel the contract or to sue for damages or to claim restitution arising out of any misrepresentation made to him by any servant or agent of the Seller and the Buyer acknowledges that he/she buys the Goods relying solely upon his/her own skill and judgement.

9. Force Majeure
If by reason of any fact, circumstance, matter or thing beyond the reasonable control of Bedhead Hats, then Bedhead Hats is unable to perform in whole or in part any obligation under this agreement, Bedhead Hats shall be relieved of that obligation under this agreement to the extent and for the period that it is so unable to perform and shall not be liable to the Buyer in respect of such liability.

10. Default & Consequences of Default
10.1.1. Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and shall accrue at such a rate after as well as before any judgement.
10.1.2. If the Buyer defaults in payment of any invoice when due, the Buyer shall indemnify the Seller from and against all the Seller’s costs and disbursements including on a solicitor and own client basis and in addition all of Bedhead Hats costs of collection.
10.1.3. Without prejudice to any other remedies the Seller may have, if at any time the Buyer is in breach of any obligation (including those relating to payment), the Seller may suspend or terminate the supply of Goods or Services to the Buyer and any of its other obligations under the Terms and Conditions. The Seller will not be liable to the Buyer for any loss or damage the Buyer suffers because the Seller exercised its rights under this clause.
10.1.4. If any account remains unpaid at the end of the second month after supply of the Goods or Services, the following shall apply: An immediate amount of the greater of $20.00 or 10.00% of the amount overdue shall be levied for administration fees which sum shall become immediately due and payable.
10.1.5. In the event that:
10.1.5.1. any money payable to the Seller becomes overdue, or in the Seller’s opinion the Buyer will be unable to meet its payments as they fall due; or
10.1.5.2. the Buyer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
10.1.5.3. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Buyer or any asset of the Buyer; then
10.1.5.3.1. the Seller shall be entitled to cancel all or any part of any order of the Buyer which remains unperformed in addition to and without prejudice to any other remedies; and
10.1.5.3.2. all amounts owing to the Seller shall, whether or not due for payment, immediately become payable

11. Charging
The Buyer hereby charges with payment of any indebtedness to Bedhead Hats all beneficial interest (freehold and leasehold) in land and personal property held now or in the future by the Buyer. The Buyer agrees that, if demand is made by Bedhead Hats, the Buyer receiving such a demand immediately execute a mortgage or other instrument of security, or consent to a caveat, as required, and against the event that the Buyer fails to do so within a reasonable time of being so requested, the Buyer hereby irrevocably and by way of security, appoints any credit manager or solicitor engaged by Bedhead Hats to be its true and lawful attorney to execute and register such instruments.

12. Personal Property Securities Act Registration
12.1.1. In this clause the Act means the Personal Property Securities Act 2009 (Cth);
12.1.2. (a) Bedhead Hats may request in writing at its absolute discretion, that the Buyer allow for Bedhead Hats to register a security interest of the Goods provided as Collateral under the Act, and upon making such request the Seller may:
12.1.2.1.1. validly register Bedhead Hat’s security interest on the PPS register; and
12.1.2.1.2. ensure that it takes all necessary steps under the Act to obtain the highest-ranking priority possible, maintain continuous perfection (including perfection by control) and protection of Bedhead Hat’s security interest over the Product; and
12.1.2.2. without limiting clause 12.2(a) perfect and maintain continuous perfection of any Security Interest that it may at any time hold.
12.1.3. Clause 12.2(a) is not to be construed as negating or limiting and does not negate or limit any rights of Bedhead Hats under section 53(2) of the Act.
12.1.4. Any ownership in the Collateral does not pass to the Buyer until all moneys due and payable to Bedhead Hats by the Buyer have been fully paid.
12.1.5. Until ownership of the Collateral passes to the Buyer, the Buyer waives its rights under the following provisions of the Act, to the extent that it is permitted to by law to:
12.1.5.1. receive a notice of intention of removal of an accession (s.95);
12.1.5.2. receive a notice that Bedhead Hats has determined to enforce its security interest in accordance with land law (s.118);
12.1.5.3. receive a notice of enforcement action against liquid assets;
12.1.5.4. receive a notice of disposal of Goods by Bedhead Hats purchasing the Goods (s.129);
12.1.5.5. receive a notice to dispose of the Goods (s.130);
12.1.5.6. receive a statement of account following disposal of the Goods (s.132(2));
12.1.5.7. receive a statement of account if no disposal of the Goods, six monthly (s.152(4));
12.1.5.8. receive notice of any proposal by Bedhead Hats to retain the Goods (s.135(2));
12.1.5.9. object to any proposal by Bedhead Hats to either retain and dispose of the Goods (s.137(3));
12.1.5.10. redeem the Goods (s.142);
12.1.5.11. reinstate the security agreement (s.143); and
12.1.5.12. receive a notice of any verification statement (s.157(1) and 157(3)).
12.1.6. The Buyer acknowledges and agrees that to the extent permitted by the Act; these terms exclude any provisions of the Act which may be excluded in Bedhead Hat’s discretion and which would otherwise confer rights on the Buyer.
12.1.7. The Buyer acknowledges and agrees that where Bedhead Hats has rights in addition to those under Part 4 of the Act, those rights shall continue to apply.
12.1.8. The Buyer acknowledges and agrees that its right to possession of Collateral still owned by Bedhead Hats under these terms shall cease if:
12.1.8.1. In the case of the Buyer being a Company, circumstances arise where a receiver, manager, administrator or controller becomes entitled to take possession of any of its assets, any proceedings are instituted for winding up, or the Buyer enters into a Deed of Company Arrangement; or
12.1.8.2. the Buyer ceasing or threatening to cease conducting business in the normal manner or applying for deregistration or receives a deregistration notice; or
12.1.8.3. the Buyer fails to comply with any demand for payment issued by Bedhead Hats; or
12.1.8.4. the Buyer breaching any of the terms contained herein and/or are in default of any other agreement between Bedhead Hats and the Buyer.
12.1.9. The Buyer, until ownership of the Collateral passes, must not give Bedhead Hats a written demand or allow any other person to give Bedhead Hats a written demand requiring the Buyer to register a financing change statement under the Act or enter into or allow any other person to enter into The Personal Property Securities Register a financing change statement under the Act.
13. Title
It is the intention of the Seller and agreed by the Buyer that property in the Goods shall not pass until the Buyer has paid all amounts owing for the particular Goods.

14. Security and Charge
14.1.1. Notwithstanding anything to the contrary contained herein or any other rights which the Seller may have howsoever:
14.1.1.1. Where the Buyer and/or the Guarantor (if any) is the owner of land, realty or any other asset capable of being charged, both the Buyer and/or the Guarantor agree to mortgage and/or charge all of their joint and/or several interest in the said land, realty or any other asset to the Seller or the Seller’s nominee to secure all amounts and other monetary obligations payable under the Terms and Conditions. The Buyer and/or the Guarantor acknowledge and agree that the Seller (or the Seller’s nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be released once all payments and other monetary obligations payable hereunder have been met.
14.1.1.2. Should the Seller elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Buyer and/or Guarantor shall indemnify the seller from and against all the Seller’s costs and disbursements including legal costs on a solicitor and own client basis.
14.1.2. To give effect to the provisions of clause 14.1.1 and 14.1.2 inclusive hereof the Buyer and/or the Guarantor (if any) do hereby irrevocably nominate constitute and appoint the Seller or the Seller’s nominee as the Buyer’s and/or Guarantor’s true and lawful attorney to execute mortgages and charges (whether registerable or not) including such other Terms and Conditions as the Seller and/or the Sellers nominee shall think fit in his/her/its/their absolute discretion against the joint and/or several interest of the Buyer and/or the Guarantor in any land, realty or asset in favour of the Seller and in the Buyer’s and/or Guarantor’s name as may be necessary to secure the said Buyer’s and/or Guarantor’s obligations and indebtedness to the Seller and further to do and perform all necessary and other acts including instituting any necessary legal proceedings, and further to execute all or any documents in the Seller’s absolute discretion which may be necessary or advantageous to give effect to the provisions of this clause.

15. Cancellation
The Seller may cancel these Terms and Conditions or cancel delivery of Goods at any time before the Goods are delivered by giving written notice. The Seller however shall not be liable for any loss or damage whatever arising from such cancellation. Every stipulation of this contract is independent of the others and has substantive effect.

16. Privacy Act 1988
16.1.1. The Buyer and/or the Guarantor/s agree for the Seller to obtain from a credit-reporting agency a credit report containing personal credit information about the Buyer and Guarantor/s in relation to credit provided by the Seller.
16.1.2. The Buyer and/or the Guarantor/s agree that the Seller may exchange information about Buyer and Guarantor/s with those credit providers named in the Application for Credit account or named in a consumer credit report issued by a reporting agency for the following purposes:
16.1.2.1. To assess an application by Buyer;
16.1.2.2. To notify other credit providers of a default by the Buyer;
16.1.2.3. To exchange information with other credit providers as to the status of this credit account, where the Buyer is in default with other credit providers; and
16.1.2.4. To assess the credit worthiness of Buyer and/or Guarantor/s.
16.1.3. The Buyer consents to the Seller being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).
16.1.4. The Buyer agrees that Personal Data provided may be used and retained by the Seller for the following purposes and for other purposes as shall be agreed between the Buyer and Seller or required by law from time to time:
16.1.4.1. provision of Goods and Services;
16.1.4.2. marketing of Goods and Services by the Seller, its agents or distributors in relation to the Goods and Services;
16.1.4.3. analysing, verifying and/or checking the Buyer’s credit, payment and/or status in relation to provision of Goods and Services;
16.1.4.4. processing of any payment instructions, direct debit facilities and/or credit facilities requested by Buyer; and
16.1.4.5. enabling the daily operation of Buyer’s account and/or the collection of amounts outstanding in the Buyer’s account in relation to the Goods and Services.
16.1.5. The Seller may give, information about the Buyer to a credit reporting agency for the following purposes:
16.1.5.1. to obtain a consumer credit report about the Buyer; and or
16.1.5.2. allow the credit reporting agency to create or maintain a credit information file containing information about the Buyer.

17. GST
17.1.1. GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth);
17.1.2. Unless otherwise provided in this Agreement, any moneys payable including the Purchase Price have been calculated without regard to GST.
18. Governing Law
These Terms and Conditions of Trade and any interpretation or construction of them shall be governed by the Laws of New South Wales in force for the time being and from time to time and the parties bound by these Terms and Conditions of Trade irrevocably submit generally and unconditionally to the jurisdiction of the Local and District Courts at Parramatta, New South Wales, and the supreme Court of New South Wales at Sydney in respect of all claims, proceedings and matters arising out of or in respect of these Terms and Conditions of Trade.

19. General
19.1.1. If any provision of these Terms and Conditions shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
19.1.2. All Goods and Services supplied by the Seller are subject to the laws of New South Wales and the Seller takes no responsibility for changes in the law which affect the Goods and Services supplied.
19.1.3. The Seller shall be under no liability whatever to the Buyer for any indirect loss and/or expense (including loss of profit) suffered by the Buyer arising out of a breach by the Seller of these Terms and Conditions.
19.1.4. The Buyer shall not set off against the Price amounts due from the Seller.
19.1.5. The Seller may license or sub-contract all or any part of its rights and obligations without the Buyer’s consent.
19.1.6. The Seller reserves the right to review these Terms and Conditions at any time and from time to time. If, following any such review, there is to be any change in such Terms and Conditions, that change will take effect from the date on which the seller notifies the Buyer of such change.
19.1.7. In the event of any breach of this contract by the Seller the remedies of the Buyer shall be limited to damages. Under no circumstances shall the liability of the Seller exceed the Price of the Goods and Services.
19.1.8. Neither party shall be liable for any default due to any act of god, war, strike, lock out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.