Wholesale T's & C's

Vellie Boutique (Pty) Ltd (THE “COMPANY”)

TERMS AND CONDITIONS OF WHOLESALE

All wholesale business is carried on subject to the following terms and conditions (“Terms”), except as varied by specific written agreement of the Company. By placing any order using the 20% off discount code ‘WHOLESALE’ (“Code”) for an order value over R5000 (unless otherwise agreed upon) with the Company the wholesaler shall be deemed to have agreed to and accepted these Terms. In these Terms “Contract” means the contract for the supply of Goods formed by the Company's acceptance of the wholesaler's order.

1. The company in it's sole discretion may at any time revoke the wholesaler's status, without having to supply any reason for the decision whatsoever.
2. Orders are accepted only on the basis that these Terms (or varied as aforesaid) apply to the order. Accordingly, any terms endorsed on or contained or referred to in any wholesaler's order or confirmation or otherwise communicated to the Company which are inconsistent with these Terms and are not specifically agreed to in writing by the Company, shall be deemed to be superseded and nullified by these Terms.
3. All orders made by the wholesaler are to be settled using an EFT, Card or Cash payment, no Goods will be provided on Credit or any other interest-free payment option, including but not limited to PayJustNow.
4. The Company is not liable for any shipping and therefore if the wholesaler places an order on the Company’s website, www.vellieboutique.co.za (“Website”), using the Code and will have to select the ‘Local Pickup’ option at Checkout and arrange collection of the Goods from the Company’s physical location at the C/o Sixth Str and Rondebult Rd, Boksburg North, Boksburg, South Africa, 1459 (“Address”). Whichever collection and delivery option you choose ensure that Sakkie Kriel at 011 917 1517 is contacted and is informed before you arrange plans for the following:
   1. Contracting a third-party for shipping OR,
   2. Collecting it yourself
5. The Company reserves the right to amend any accidental error or omission on quotations, order acknowledgements, invoices, credit notes or other related documentation.
6. If the wholesaler fails to pick up the Goods on the date arranged, the Company shall, without prejudice to its other rights, be entitled to store the Goods at the wholesaler's risk and the wholesaler shall pay all storage and additional carriage costs incurred.
7. The products a wholesaler may buy is decided at the sole discretion of the company and is implemented using an automated system. If a wholesaler wants to see which products can be bought using a 20% discount, that list of products can be found here. 
8. Unless otherwise notified to the wholesaler, Goods will be invoiced at the price stipulated in the Company’s published price on the Website, less 20%, current at the date of the acceptance of the order. Such prices are inclusive of VAT.
9. If any payment is not made in full by the date of collection, then the Company may restock the Goods invoiced at the date of purchase and will not be liable for the cost of shipment organized by the wholesaler to pickup the Goods.
10. The Company's obligations with regard to any Goods which are shown to the Company's satisfaction to be defective in materials or workmanship at the time of delivery or to be a shortfall in quantity delivered shall replace or give credit for (at the sole discretion of the Company) those of Goods under any purchase used with the Code, provided that:
    1. the wholesaler inspects the Goods on delivery and notifies the Company within three working days of delivery of any alleged defects, shortage in quantity or damage. If the wholesaler fails to comply with these provisions, the Goods shall be deemed conclusively to be in accordance with the Contract and free from any defect or damage which would be apparent on a reasonable examination of them;
    2. when signing for deliveries the wholesaler must state clearly on the delivery note any damage or shortages;
    3. where a defect would not have been apparent on a reasonable examination under clause 8.1, the wholesaler notifies the Company as soon as reasonably possible when the defect becomes apparent or within ninety (90) days of delivery whichever is earlier; and
    4. the wholesaler provides all information and assistance required by the Company to investigate any suspected defect and, if required, permits the Company to inspect the Goods concerned at any premises where the same are located. Further details of the Company's returns policy will be communicated to the wholesaler in writing from time to time.
11. No order may be cancelled, and no Goods may be returned without the Company's prior written agreement. Any returns which the Company agrees to accept must be forwarded carriage prepaid to the Address and the wholesaler shall also comply with any other provisions of the Company's returns policy from time to time in place. On returns that require repackaging or re-boxing, an appropriate charge will be made.
12. Goods which the Company has agreed to sell to the wholesaler shall be at the wholesaler's risk as soon as they leave the Company’s premises. These Goods shall remain the property of the Company until such time as the wholesaler shall have paid the Company the agreed price, together with the full price of any other goods sold to the wholesaler payment for which is outstanding. The passing of title and risk in the Goods supplied by the Company shall be as follows:
1. from the time of collection, the Goods shall be at the wholesaler's risk who shall be solely responsible for their custody and maintenance but, unless otherwise expressly agreed in writing, the Goods shall remain the Company's property until all payments to be made by the wholesaler under this Agreement and any other agreement between the Company and the wholesaler and on any other account whatsoever have been made in full and unconditionally. Whilst the Company's ownership continues the wholesaler shall keep the Goods labelled as belonging to the Company and separate and identifiable from all other goods in its possession as bailee for the Company;
2. the wholesaler's right to possession of the Goods shall immediately cease if the wholesaler does anything or fails to do anything which would entitle an administrator or administrative receiver to take possession of any of the wholesaler’s assets or entitle any person to present against the wholesaler a petition for winding up;
3. the wholesaler may only re-sell the Goods to the wholesaler's clients in the ordinary course of the wholesaler's business as a fiduciary and trustee for the Company. In the event of any resale by the wholesaler of the Goods the Company's beneficial entitlement shall attach to the proceeds of sale or other disposition thereof so that such proceeds or any claim therefor shall be assigned to the Company and until such assignment shall be held on trust in a separate identified account for the Company by the wholesaler and such proceeds shall not be mingled with other moneys or paid into any overdrawn bank account and shall at all times be identifiable as the Company's moneys;
4. without prejudice to the equitable rules as to tracing, in the event of failure to pay any and all the payments for the Goods in accordance with these Conditions the Company shall have power to re-sell the Goods, such power being additional to (and not in substitution for) any other power of sale arising by operation of law or implication or otherwise and for such purpose the Company and its servants and agents may forthwith enter upon any premises or land occupied or owned by the wholesaler to remove the Goods; and
5. The Company operates a selective distribution system and as such Goods may only be sold to those who meet its selective distribution criteria. All wholesalers may only sell on or provide Goods to members of the system, being those approved by the Company as meeting its criteria.
13. The Company or any related companies shall have the right to cancel all or any contracts with the wholesaler or withhold delivery of any Goods if:-
    1. the wholesaler fails to pay EFTs on times agreed upon between the Company and the wholesaler;
    2. the wholesaler commits any breach of any contract with the Company or any related companies;
    3. the wholesaler compounds with or executes an assignment for the benefit of its creditors or commits any act of bankruptcy or goes into liquidation or has a receiver, administrative receiver or administrator appointed over all or part of its assets or has a third-party levy distress on their property, or suffers any similar or analogous act. In the event of delivery being withheld the Company shall be entitled as a condition of resuming delivery to require pre-payment of or such security as it may require for the payment of the price of any further delivery.
14. The construction, validity and performance of all Contracts between the parties shall be governed by South African law and shall be subject to the exclusive jurisdiction of the South African Courts although this shall not limit the right of the Company to commence proceedings in any other jurisdiction the Company deems appropriate.
15. Any suggested retail prices quoted in the Company's price lists or catalogues shall not limit the wholesaler’s right to set its own retail prices.
16. The Company shall not be liable in any way for loss, damage or expense arising directly or indirectly from any failure or delay in performing any obligation under any contract caused by any circumstances beyond its reasonable control, which shall, without limiting the generality of the foregoing, be deemed to include war or any other action of military forces, terrorism, riot, civil commotion, sabotage, vandalism, accident, break-down or damage to machinery or equipment, fire flood, legislative or administrative interference, acts of God, strike, lock-out or other industrial disputes (whether or not involving employees of the Company) or shortage of materials or the Company's inability to procure materials or supplies. On the occurrence of any such event, the Company may at its discretion, perform, suspend performance of or terminate the contract.
17. The Wholesaler shall ensure that no trademark or logo used on or in connection with any of the Goods or their packaging is added to, obscured, removed, defaced, altered, or otherwise interfered with in any way.
18. The wholesaler shall not make any use of any logo or trade mark owned or used by the Company (whether in connection with the goods or otherwise) or any part thereof for any purpose whatsoever.
19. The wholesaler also agrees not to advertise or take payment for products of the company which they do not have in stock or available.
20. The wholesaler shall also comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption and shall act in accordance with the Company’s policy in this regard in all dealings with or on behalf of the Company.
21. Any part of these Terms which is void or unenforceable shall be deemed severable and shall not affect any other part of these Terms.
22. No waiver or forbearance by the Company (express or implied) in enforcing any of its rights under a Contract shall prejudice its right to do so in the future.