Albi’s Full Trading Terms
TERMS OF TRADE
1 INCORPORATION INTO ALL AGREEMENTS
1.1 These Terms of Trade (Terms) are incorporated into any contract of sale of goods (Goods) between Albi Apparel Limited (Supplier) and its trade, wholesale and reseller customers (each a Customer), or any written quote from the Supplier (Quotation) or invoice, as applicable.
1.2 These Terms do not govern any sale of Goods to a consumer through the Supplier’s website, which will be governed by the Supplier’s website sales terms (if and when made available). Nothing in this clause limits the operation of clauses 11 and 12, which continue to apply to the extent that a Customer is a consumer under the CGA or the ACL.
1.3 These Terms prevail over any other terms and conditions, or other form of contract unless agreed in writing by the Supplier.
1.4 These Terms apply during the period specified in any contract, order or otherwise when the Supplier provides Goods to the Customer or until the Supplier provides the Customer with notice that these Terms are terminated.
2 ORDERS
2.1 Orders for Goods must be placed in accordance with the Supplier's procedures as notified to the Customer from time to time. Receipt by the Supplier of any order shall be deemed to be acceptance by the Customer of these Terms, despite anything to the contrary in the Customer's order.
2.2 The Supplier may, at its absolute discretion, decline any order in whole or in part. Acceptance of an order by the Supplier takes effect on delivery (and not before) of the Goods to the agreed delivery point.
2.3 Orders may not be cancelled without the Supplier's prior approval, even if the Supplier hasn’t accepted the order yet. Any cancellation accepted by the Supplier may be conditional on such terms as the Supplier may specify, including that the Customer reimburse the Supplier for the cost of any materials ordered by the Supplier for the Customer’s order.
2.4 If the parties have agreed a minimum volume commitment (MVC) the Customer agrees to meet the MVC. If the Customer fails to purchase equal to or greater than the MVC, the Customer shall pay to the Supplier, at the end of the agreed purchase period and as a genuine pre-estimate of the Supplier’s loss, an amount equal to the shortfall between the volume actually purchased by the Customer and the MVC, multiplied by the applicable unit price. The Supplier may also suspend or terminate the contract in accordance with clause 13.
2.5 The Supplier may specify a minimum order quantity or value (by units, dollar value and/or per SKU) and a minimum opening order, as notified to the Customer from time to time. The Supplier may decline, or apply a small-order surcharge to, any order that is below the applicable minimum.
2.6 Unless otherwise agreed in writing, supply is non-exclusive and the Supplier may appoint other stockists, and sell directly, in any territory or channel.
3 PRICE
3.1 The price for Goods is the price specified in the Supplier's price list current at the time of the order or as confirmed in a Quotation from the Supplier. Prices are in New Zealand dollars unless stated otherwise.
3.2 The Customer must also pay any taxes and duties which may be applicable, including GST payable in respect of Goods in accordance with the GST Act (NZ) for New Zealand sales and the GST Act (Aust) for Australian sales.
3.3 The Supplier may alter its price list from time-to-time with any alterations being effective from the date specified by the Supplier at the time of giving notice to the Customer.
4 PAYMENT
4.1 Unless the Supplier has extended credit to the Customer and agreed payment terms with the Customer, payment in full (including, without limitation, GST and any other duty or tax associated with the Goods) is due on or before dispatch of the Goods.
4.2 The Customer may not withhold payment or make any deductions from any amount owing in respect of the supply of Goods without the Supplier's prior written consent.
4.3 All payments received shall be credited chronologically against invoices which are issued earlier in time regardless of whether the payment is stated to be for a later invoice.
4.4 The Supplier may close or suspend credit facilities to the Customer at any time. If an invoice remains unpaid after the due date for payment the Supplier may charge penalty interest at the rate of 1.5% monthly (or, if less, the maximum amount permitted by law), such interest to accrue daily and compound monthly from the due date until payment has been received by the Supplier in cleared funds. The Supplier may also recover any collection charges including the Supplier’s actual and reasonable legal costs (on a solicitor-client basis) and debt collection costs incurred by the Supplier in attempting to recover any overdue amount from the Customer. Payments by the Customer will be applied first to interest and collection charges accrued and then to the overdue amount.
4.5 For any Goods that are customised, made-to-order or incorporate Club Branding, the Supplier may require a deposit of up to 50% of the price on order. Once production of such Goods has commenced, the relevant order may not be cancelled and the Goods may not be returned, except where clause 8 applies or as required by the CGA (for NZ Sales) or the ACL (for Australian Sales).
5 DELIVERY
5.1 The Supplier shall make all reasonable efforts to deliver or arrange delivery of the Goods to the place specified in the Customer's order as the Customer’s agent. If delivery becomes commercially impractical for the Supplier (in the Supplier’s reasonable opinion) then the Supplier may deliver the Goods to a commercially reasonable substitute location or using a commercially reasonable substitute method of delivery selected by the Supplier and notified to the Customer. The Customer agrees to pay any costs associated with the delivery of the Goods (including, without limitation, insurance), if so required by the Supplier.
5.2 If the Customer refuses to accept delivery of Goods the Supplier may charge the Customer for any reasonable additional costs incurred as a result, including storage and transportation costs until the Customer can take delivery of the Goods.
5.3 The Supplier shall use all reasonable endeavours to fulfil orders which have been confirmed by the Supplier but shall not be liable for any failure to deliver or delay in delivery, including for the failure or delay due to a Force Majeure event.
5.4 If delivery is going to be delayed by more than 10 days, the Supplier may deliver part of an order or may cancel, suspend or delay delivery of part or all of an order. Any partial delivery shall be paid for pro rata and these Terms (save as to the quality and the full amount of the purchase price) shall continue to apply to the partial delivery.
6 RISK AND OWNERSHIP
6.1 Risk of any loss, damage or deterioration of or to the Goods passes to the Customer on delivery. Delivery will be deemed to have occurred when the Supplier or its agents have unloaded the Goods at the delivery point.
6.2 The Customer must insure the Goods for their full insurable value and if the Supplier requires, have the Supplier’s interest noted on the Customer’s insurance policy. If the Customer does not insure the Goods, the Supplier may insure the Goods and the cost of such insurance shall be payable by the Customer to the Supplier upon demand.
6.3 Despite clause 6.1 and any period of credit, Ownership of the Goods remains with the Supplier and does not pass to the Customer until the Customer:
(a) pays the price of the Goods (and any delivery costs and any applicable duties or taxes) to the Supplier; or
(b) resells the Goods in accordance with these Terms (provided that the proceeds from any such resale are held on trust for the Supplier).
6.4 While Ownership of the Goods remains with the Supplier:
(a) the Customer must store the Goods separately from the Customer’s own goods and protect them from damage or deterioration and clearly identify them as belonging to the Supplier;
(b) the Customer may (unless advised otherwise in writing by the Supplier), in the ordinary course of its business, use the Goods or sell them for full value, provided that the proceeds from any such resale are held on trust for the Supplier; and
(c) the Supplier may, as the Customer's agent for the purposes of this clause, enter the premises where the Goods are stored and remove them where the Supplier has reasonable grounds to believe that the Customer has not complied with these Terms or an Event of Default has occurred or is likely to occur.
6.5 If the Customer resells or uses the Goods in accordance with clause 6.4(b) before Ownership of the Goods has passed to the Customer, the proceeds of such sale or use (in whatever form) are the Supplier’s property and the Customer must pay all such proceeds to the Supplier or otherwise deal with the proceeds as the Supplier directs.
6.6 If the Supplier exercises its rights in accordance with clause 6.4(c), the Supplier shall not be responsible for any damage reasonably caused in entering and removing the Goods. The Customer shall indemnify the Supplier for any costs or liability incurred by the Supplier as a result of any such damage and shall remain liable for all costs of the Supplier (including transportation and storage charges) of and incidental to entering and removing the Goods. The Supplier may resell any of the Goods and apply the proceeds of sale in reduction of the debt owed by the Customer to the Supplier.
6.7 If any of the Goods are mixed or incorporated in other goods before payment for, or resale of, the Goods, Ownership of any such mixed goods remains with the Supplier on the same basis as set out above.
6.8 If any Goods are damaged or destroyed after risk in them has passed to the Customer, the Supplier may without prejudice to any of its other rights or remedies, receive all insurance proceeds payable for the Goods. This applies whether or not payment has become due and payable.
7 PERSONAL PROPERTY SECURITIES ACT
7.1 The Customer acknowledges that these Terms constitute a security interest in the Goods and their proceeds for the purposes of the PPSA. The Customer grants the Supplier a security interest in the Goods and their proceeds as security for payment for the Goods.
7.2 The Customer:
(a) will do all things necessary so as to enable the Supplier to register financing statements on the PPSR, and to ensure the specific security interest is a first ranking perfected security interest over the Goods and any proceeds;
(b) will not without the Supplier’s prior written consent grant any lien or security interest over the Goods to any other party whatsoever nor commit any act or omission that would give any other party a security interest over those Goods until all such Goods are paid for in full; and
(c) will give the Supplier not less than 14 days prior written notice of any proposed change to the Customer’s name and/or any other change in the Customer’s details (including but not limited to changes to the Customer’s address, contact details or business practice).
7.3 For NZ Sales:
(a) Where the Supplier has rights in addition to or existing separately from Part 9 of the PPSA those rights shall continue to apply and in particular shall not be limited by section 109 of the PPSA.
(b) The parties agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these Terms of Trade, and waives its rights as debtor under sections 116, 120(2), 121, 125, 129, 131 and 132 of the PPSA.
(c) The Customer waives its right under the PPSA to be given a copy of any verification statement or financing change statement relating to the security interest that the Supplier may register.
7.4 For Australian Sales, if Chapter 4 of the PPSA (Aust) would otherwise apply to the enforcement of the security interest created under this contract, the Customer agrees that the following provisions of the PPSA (Aust) shall not apply: section 95 to the extent that it requires the Supplier to give notice to the Customer, section 118, section 121(4); section 130;subsection 132(3)(d), subsection 132(4); section 135; section 142 and section 143.
7.5 The Customer acknowledges that this clause 7 is reasonably necessary to enable the Supplier to efficiently exercise its rights under the PPSA.
8 RETURN OF GOODS
8.1 No Goods shall be returned to the Supplier without the Supplier’s prior written consent. Where Goods are returned and there has been no delivery error by the Supplier, the Customer shall pay all costs associated with any return. The Supplier may charge the Customer a restocking fee of up to 15% of the invoice value of the returned Goods for facilitating any such return.
8.2 The Customer must notify the Supplier of any Goods damaged in transit, short or incorrect Goods and/or any Goods which show obvious manufacturing defects within seven (7) days of their receipt by the Customer, quoting the purchase order number, packing slip or invoice number and photos evidencing the claimed damage or defect.
8.3 Where it is identified that damage occurred after risk in the Goods passed to the Customer then the Supplier shall have no liability for such Claim and shall advise the Customer of the appropriate person or party to claim against.
9 INTELLECTUAL PROPERTY AND CO-BRANDED GOODS
9.1 The Customer acknowledges that all right, title and interest in the Brand IP is and remains the exclusive property of the Supplier or its licensors. Nothing in these Terms transfers ownership of Brand IP to the Customer. The Customer acquires only a limited, revocable, non-exclusive licence to use Brand IP to market and resell the Goods in accordance with these Terms. Brand IP does not include any Club Branding.
9.2 The Customer retains all right, title and interest in the Club Branding. The Customer grants the Supplier a non-exclusive, royalty-free, irrevocable licence for the term of supply (and, after it ends, to the extent necessary to complete outstanding orders and to retain archival copies for legal, accounting and compliance purposes) to use, apply to the Goods and their packaging, reproduce and store the Club Branding in order to manufacture, customise, embellish, supply, market and promote the Goods, and to sublicense it to its manufacturers, decorators, printers and logistics partners to the extent necessary to fulfil the Customer’s orders.
9.3 The Customer:
(a) warrants that it owns or controls the Club Branding, has full authority to grant the licence in clause 9.2, and that all Club Branding artwork and files it supplies are accurate, complete and suitable for production;
(b) must provide any brand guidelines, and any required approvals or written objections, within the timeframe specified by the Supplier (failing which the relevant design is deemed approved), and acknowledges that reasonable variations in colour, scale and placement arising from manufacturing processes are not a breach of these Terms;
(c) consents to any technical modification, resizing or formatting of the Club Branding reasonably required for manufacture; and
(d) indemnifies the Supplier against all claims, losses, damages, liabilities, costs and expenses arising from any allegation that use of the Club Branding infringes a third party’s intellectual property rights, or from any breach of the Customer’s warranties in this clause.
9.4 The Supplier operates a Brand Protection and Reseller Policy (Brand Policy) which sets out the Supplier’s requirements for approved sales channels, permitted territories, product presentation and merchandising, promotion and discounting, product integrity and related brand-protection matters. The current Brand Policy is published on the Supplier’s website and is provided to the Customer as an addendum to these Terms. The Brand Policy forms part of these Terms, is binding on the Customer, and the Customer must comply with it.
9.5 If there is any inconsistency between these Terms and the Brand Policy, these Terms prevail to the extent of the inconsistency.
9.6 The Supplier may amend the Brand Policy from time to time in accordance with clause 16.2, which applies to any such amendment as if it were a variation of these Terms. The version of the Brand Policy that applies at any time is the version published on the Supplier’s website at that time.
9.7 If the Customer breaches this clause or the Brand Policy, the Supplier may:
(a) suspend supply immediately;
(b) cancel outstanding orders;
(c) withdraw brand licence;
(d) require removal of listings within 24 hours; and/or
(e) terminate the supply relationship.
9.8 This clause 9 survives termination of the supply of Goods by the Supplier.
10 WARRANTIES AND LIABILITY
10.1 Subject to clause 11 in respect of NZ Sales and clause 12 in respect of Australian Sales:
(a) all warranties and guarantees, express or implied by law, statute or otherwise as to the quality or fitness for purpose of any of the Goods are excluded to fullest extent permitted by law and no warranty, condition description or representation, express or implied, is given by the Supplier; and
(b) to the fullest extent permitted by law, the Supplier is not liable for any Claim for loss or compensation or other remedy (whether under contract, tort or otherwise) arising from or in connection with the supply of the Goods or any related advice, including any Claim arising from any representation, warranty or agreement not expressly confirmed by the Supplier in writing.
10.2 If, notwithstanding clause 10.1, the Supplier is held liable, the Supplier’s total liability shall not exceed the value of replacement Goods in relation to which the liability arose, and the Supplier shall have no liability for any indirect or consequential loss, damage or expense.
10.3 The Customer acknowledges that the Goods are subject to reasonable variation in colour, size, weight, finish and minor design detail, and that such variation does not constitute a defect or a failure of the Goods to comply with their description.
11 CONSUMER GUARANTEES ACT (NZ SALES)
11.1 If the Customer is not a consumer as defined in the CGA or the Customer acquires or holds itself out as acquiring the Goods for the purposes of a business, nothing in the CGA will apply to the supply of the Goods.
11.2 Nothing in these terms is intended to have the effect of contracting out of the provisions of the CGA where the CGA applies. Where the CGA applies, these terms are modified accordingly.
12 AUSTRALIAN CONSUMER LAW (AUSTRALIAN SALES)
12.1 Nothing in these terms purports to exclude, restrict or modify, or has the effect of excluding, restricting or modifying any condition or warranty implied by legislation, including the ACL and any other Federal, State or Territory legislation concerning consumer protection, fair trading or the sale of goods or services; where to do so would have the effect of rendering the relevant provision void or otherwise unenforceable.
13 DEFAULT
13.1 If an Event of Default occurs:
(a) the Supplier may suspend or terminate the contract between the Supplier and the Customer and suspend or terminate the supply of Goods to the Customer and any other obligations to the Customer under these Terms;
(b) the price and any other amount owing shall immediately become due and payable whether or not the due date for payment has not yet arisen;
(c) the Customer gives the Supplier and its respective agents without prior notice licence to enter any place or premises where the Supplier or its agents believe the Goods may be kept and remain there to take whatever action may be required to repossess the Goods and the Customer is responsible for reimbursing the Supplier and its agents for all costs and losses (including reasonable legal costs in connection with the repossession, storage or resale of those Goods, including any shortfall arising from resale at a lower price; and
(d) the Supplier may enforce its security interest granted to the Supplier which secures its obligations to the Supplier.
13.2 The Customer acknowledges that this clause 13 is reasonably necessary to assist the Supplier to protect its business against the effects of an Event of Default and mitigate its losses. The Supplier will not be liable to the Customer for any loss or damage the Customer may suffer because of the Supplier or its agents exercise of any rights, powers or remedies that are available to the Supplier or its agents after the occurrence of an Event of Default including under this clause 13.
14 PERSONAL INFORMATION
14.1 The Supplier collects, holds, uses and discloses personal information in accordance with its privacy policy (Privacy Policy), published on the Supplier’s website. Without limiting the Privacy Policy, the Customer agrees to the Supplier using personal information to:
(a) assess the Customer’s credit worthiness;
(b) send electronic communications to the Customer;
(c) send direct marketing to the Customer,
and the Customer agrees to the Supplier disclosing such information to be used by credit reporting agencies, all as reasonably required in the course of the Supplier’s business.
14.2 Where the Customer is a company or trust the Supplier has the right to undertake credit assessment over the Customer’s directors, shareholders or trustees. The Customer authorizes the Supplier to release personal information to third parties for these purposes.
15 FORCE MAJEURE
15.1 Neither party will be liable for failure to fulfil its obligations due to an event of Force Majeure provided that the party affected by such occurrence notifies the other party in writing within five (5) Business Days of the commencement of that occurrence. When the party ceases to be affected by the force majeure event it must immediately recommence performing its obligations under these Terms and notify the other party accordingly.
16 GENERAL
16.1 The Customer must not assign or otherwise transfer its rights in respect of the purchase of Goods to any other party without the Supplier's prior consent in writing. The Supplier may transfer its rights and obligations under these Terms by notifying the Customer in writing.
16.2 The Supplier may amend these Terms (including by introducing new Terms) by giving seven (7) days’ notice to the Customer, which notice may be given by publishing the updated Terms on the Supplier’s website. If a variation would have a material adverse effect on the Customer, the Customer may terminate the supply relationship by written notice given before the variation takes effect, in which case any orders already accepted by the Supplier will continue on the pre-variation Terms. The version of these Terms in force at any time is the version published on the Supplier’s website.
16.3 These Terms, together with any order form and any Quotation, constitute the entire agreement between the parties and supersede all prior representations, understandings and agreements. The Customer acknowledges that it has not relied on any representation that is not expressly set out in these Terms.
16.4 Any notice under these Terms must be in writing and sent to the party’s last notified postal or email address. A notice is deemed received on delivery (if delivered by hand or post) or when sent (if by email), unless the sender receives an automated delivery-failure notification.
16.5 The Customer must keep confidential all price lists, line sheets, lookbooks, designs, artwork and other non-public information of the Supplier, and must use such information only to market and resell the Goods in accordance with these Terms.
16.6 Before commencing proceedings (other than for urgent interim relief), the parties will attempt in good faith to resolve any dispute by discussion between senior representatives and, failing resolution within ten (10) Business Days, by mediation.
16.7 These Terms and the contract of sale into which they are incorporated are governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand courts.
16.8 If at any time the Supplier does not enforce any of the provisions of these Terms or grants the Customer time or delays in exercising its rights, the Supplier shall not be construed as having waived its rights under that provision or its rights to later enforce that provision. Any waiver must be in writing.
16.9 If any provision of these Terms is illegal, unenforceable or invalid, it shall be severed from these Terms and the remaining terms are not affected.
16.10 The United Nations Convention on Contracts for the International Sale of Goods (adopted in Vienna) does not apply to sales of Goods the subject of these Terms.
17 DEFINITIONS
17.1 In these terms:
ACL means the Australian Consumer Law as provided under Schedule 2 of the Competition and Consumer Act 2010 (Cth).
Australian Sales means sales made by the Supplier to a Customer located or registered in Australia.
Brand IP means any trade mark, logo, brand names, domain names, social media handles, designs, patterns, prints, product photography, marketing materials, lookbooks, catalogues and content, copyright works and unregistered design rights relating to the Goods.
Business Day means any day not being a Saturday or Sunday or a public holiday in Auckland, New Zealand.
Claim means any claim:
(a) for loss of profits suffered by the Customer; or
(b) for any consequential, indirect or special loss, damage or injury suffered by the Customer or any person arising from:
(c) any breach of the Supplier's obligations under the contract; or
(d) any cancellation of this contract; or
(e) any negligence, misrepresentation or other act or omission by the Supplier or its employees, agents or contractors.
Club Branding means any trade mark, logo, crest, name, insignia, artwork, colourways, designs or other brand identifiers owned, controlled or licensed by the Customer, whether registered or unregistered, including any digital artwork or logo files supplied to the Supplier.
CGA means the Consumer Guarantees Act 1993 (NZ).
Event of Default means an event where:
(a) the Customer fails to comply with these Terms or any other contract with the Supplier, including failing to pay the Supplier on time or exceeding the Customer’s approved credit limit; or
(b) the Customer is declared bankrupt or insolvent or is unable to pay its debts as they fall due; or
(c) the Customer enters into any composition or arrangement with its creditors; or
(d) If the Customer is a company:
(i) the Customer commits any act or any event occurs in relation to it which exposes it to a risk of being put into liquidation or receivership; or
(ii) any step is taken for the Customer to be wound up, dissolved or liquidated; or
(iii) a receiver, liquidator, statutory or official manager or trustee or any similar person is appointed to the Customer or any of the Customer's assets; or
(iv) the Ownership or effective control of the Customer is transferred without the prior written consent of the Supplier.
Force Majeure means any circumstances outside a party’s reasonable control, including strikes, lockouts and labour disturbances, fire, storm and other natural events, riots, war and armed conflict, government intervention, shipping or transport shortages or delays, and epidemics or pandemics (and measures taken in response to them). Unavailability of funds is not a Force Majeure event.
GST Act (Aust) means the A New Tax System (Goods and Services) Act 1999 (Cth).
GST Act (NZ) means the Goods and Services Tax Act 1985 (NZ).
Ownership means legal and beneficial ownership in the property.
NZ Sales means sales made by the Supplier to a Customer located or registered in New Zealand.
PPSA means the PPSA (NZ) and/or the PPSA (Aust) as the context requires.
PPSA (Aust) means the Personal Property Securities Act 2009 (Cth) and related legislation.
PPSA (NZ) means the Personal Property Securities Act 1999 (NZ) and related legislation.
PPSR means the Personal Property Securities Register, whether in New Zealand or Australia.
These Terms of Trade were last updated on 4 September 2026.
Brand Protection & Reseller Policy
BRAND PROTECTION & RESELLER POLICY
(addendum to the Albi Apparel Limited Terms of Trade)
1. PURPOSE AND SCOPE
1.1 This Brand Protection & Reseller Policy (Brand Policy) sets out the requirements of Albi Apparel Limited (Supplier, we or us) for the resale and presentation of Goods by its trade, wholesale and reseller customers (each a Customer).
1.2 This Brand Policy is an addendum to, and forms part of, the Supplier’s Terms of Trade (Terms). It is incorporated into the Terms by reference and is binding on the Customer. It applies only to Customers acquiring Goods for resale and does not apply to consumers browsing the Supplier’s website.
1.3 Words defined in the Terms have the same meaning in this Brand Policy unless otherwise stated. If there is any inconsistency between this Brand Policy and the Terms, the Terms prevail to the extent of the inconsistency.
2. APPROVED SALES CHANNELS
2.1 The Customer may resell Goods only from its approved physical retail premises and/or through its approved online store(s) notified to and approved by the Supplier in writing.
2.2 The Customer must not sell, advertise, list or distribute the Goods through third-party online marketplaces (including but not limited to eBay, Amazon, The Iconic or similar platforms), flash-sale websites, auction sites, drop-shipping platforms, social commerce marketplaces (unless expressly approved) or any channel not expressly approved in writing by the Supplier.
2.3 The Supplier may withdraw approval of any sales channel if it reasonably considers that the channel damages the brand’s positioning, encourages discount-driven sales inconsistent with brand strategy, creates grey-market leakage and/or risks reputational harm.
3. TERRITORY
3.1 The Customer may resell Goods only within New Zealand (if a NZ Customer) or Australia (if an Australian Customer) unless otherwise agreed in writing.
3.2 The Customer must not:
(a) actively market or solicit customers outside its permitted territory;
(b) sell to resellers or distributors without written approval; or
(c) divert Goods to grey-market exporters.
3.3 The Customer must implement reasonable controls to prevent onward resale outside its permitted territory.
4. PRODUCT PRESENTATION AND MERCHANDISING
4.1 The Customer must:
(a) present the Goods in a manner consistent with the Supplier’s brand positioning;
(b) use only current and approved imagery and descriptions;
(c) not alter product descriptions without approval; and
(d) not use outdated or discontinued branding assets.
4.2 The Customer must not:
(a) bundle Goods with unrelated products in a manner that diminishes brand value;
(b) use the Brand IP in comparative advertising without consent; or
(c) purchase search engine keywords incorporating the Supplier’s trade marks without written approval.
4.3 The Supplier may issue brand guidelines from time to time and the Customer must comply with them.
5. PROMOTION AND DISCOUNTING
5.1 The Customer must not:
(a) conduct clearance or liquidation sales without prior written approval (except at end of season);
(b) use the Goods as loss leaders; or
(c) offer excessive discounting that materially damages brand perception.
5.2 Nothing in this Brand Policy prevents the Customer from determining its resale price. For the avoidance of doubt, nothing in this Brand Policy or the Terms requires the Customer to sell the Goods at, or above, any minimum or specified price, and the controls in this clause are directed at brand presentation only and apply solely to the extent permitted by law (including, for NZ Sales, the Commerce Act 1986 (NZ) and, for Australian Sales, the Competition and Consumer Act 2010 (Cth)).
6. PRODUCT INTEGRITY
6.1 The Customer must not:
(a) remove or alter swing tags, woven labels or branding;
(b) re-label or re-package Goods;
(c) modify, embellish or alter Goods; or
(d) remove care labels or compliance labels.
6.2 The Customer must store Goods in appropriate environmental conditions and in a manner that preserves quality and presentation.
7. PROHIBITED SALES
7.1 The Customer must not sell:
(a) damaged, seconds or defective Goods without disclosure;
(b) counterfeit or imitation products;
(c) Goods not supplied by the Supplier but represented as genuine; or
(d) to unauthorised resellers.
8. COMPLIANCE
8.1 The Customer is responsible for ensuring that resale complies with consumer protection laws and labelling and safety in its jurisdiction and, in respect of Australian Sales, Australian import and product compliance laws.
8.2 The Supplier does not warrant that Goods comply with laws outside New Zealand unless expressly stated.
9. BREACH AND ENFORCEMENT
9.1 This Brand Policy is part of the Terms. A breach of this Brand Policy is a breach of the Terms, and the Supplier may exercise any of its rights and remedies under the Terms, including under clause 9 of the Terms (which provides that, on breach, the Supplier may suspend supply, cancel outstanding orders, withdraw the brand licence, require removal of listings within 24 hours and/or terminate the supply relationship, and may seek injunctive relief without proof of special damage).
9.2 The Customer’s indemnities under the Terms apply to any loss suffered by the Supplier as a result of a breach of this Brand Policy.
10. AMENDMENT AND PUBLICATION
10.1 The Supplier may amend this Brand Policy from time to time in accordance with clause 15.2 of the Terms, which applies to any such amendment as if it were a variation of the Terms.
10.2 The current version of this Brand Policy is published on the Supplier’s website. The version in force at any time is the version published on the Supplier’s website at that time.
This Brand Policy was last updated on 4 September 2026.
