Terms and conditions

By advertising your dress on Love Anew you agree to the following Consignment Agreement.

BACKGROUND

1. The Consignor is the owner of the Consignment Stock.
2. Love Anew agrees to sell the Consignment Stock on consignment on behalf of the Consignor.
3. The Consignor agrees to supply the Consignment Stock on consignment to Love Anew in accordance with the terms and conditions of this Agreement.
4. The Parties agree to the terms and conditions set out in this Agreement.

TERMS AND CONDITIONS

1. Definitions and Interpretation 
   
   1. Definitions In this Agreement:

      “Agreement” means this Consignment Agreement.

      “Business Day” means a day which is not a Saturday, Sunday or bank or public holiday in New South Wales.

      “Consignment Stock” means the stock supplied by the Consignor to Love Anew on consignment in accordance with the terms and conditions of this Agreement.

      “Delivery Address” means Love Anew’s nominated address for delivery as set out in the Schedule.

      “Invoice Terms” as set out in the Schedule.

      “Parties” means the parties entering into this Agreement.

      “Payment Method” as set out in the Schedule.

      “Term” as set out in the Schedule.

2. Term
   
   
   1. This Agreement shall be valid for the Term.
3. Exclusive Sale 
   
   1. Love Anew will list the Consignment Stock, as detailed in Annexure A, for sale at the Sale Price.
   2. The Consignor hereby grants to Love Anew the exclusive right to display and sell the Consignment Stock according to the terms and conditions of this Agreement.
4. Delivery and return of Consignment Stock 
   
   1. On request from Love Anew, the Consignor will arrange delivery of the Consignment Stock to Love Anew’s Delivery Address at the Consignor’s expense.
   2. Love Anew may, at its own expense return any Consignment Stock to be held by the Consignor.
   3. In the event that any Consignment Stock is returned to the Consignor and is not in the same condition as when it was received by Love Anew, Love Anew agrees that it will purchase such Consignment Stock at the Sale Price less Commission.
5. Insurance 
   
   1. Upon delivery of the Consignment Stock to Love Anew, risk in the Consignment Stock will pass from the Consignor to Love Anew.
6. Liability & Indemnity
   
   1. Each party is liable for and indemnifies and agrees to indemnify, hold harmless, release and discharge the other in respect of any claim, action, damage, loss, cost, charge, expense, or payment which suffered or incurred as a result of a breach of the Agreement or its obligations or warranties under this Agreement.
   2. To the extent permitted by applicable law, liability in respect of any claim pursuant to this clause is limited to the Sale Price.
7. Provisional Sales 
   
   1. The Consignor acknowledges that Love Anew offers in-home fittings as part of its business model.
   2. The Consignor agrees that Love Anew may, at its own risk and expense, send the Consignment Stock to third-party purchasers (“Bride to be”) to try on the Consignment Stock in their own home (“Provisional Sale”).
   3. A Bride to Be has five (5) calendar days from receipt of the Consignment Stock in which to fit the dress and decide whether to complete the sale.
   4. If the Bride to Be retains the Consignment Stock for more than five days, the Consignment Stock is deemed to be sold.
   5. If the Bride to Be returns the Consignment Stock to Love Anew, Love Anew will, at its own expense, press and re-list the Consignment Stock for sale.
   6. In the event that Consignment Stock is damaged during a Provisional Sale, Love Anew agrees that it will be deemed to have purchased the Consignment Stock for the Sale Price, less the Commission.
8. Payment 
   
   1. Upon sale of the Consignment Stock, Love Anew will pay the Consignor the Sale Price, less the Commission.
   2. Payments will be made by bank transfer within [14] days of the Date of Sale.
   3. The buyer of the dress will also be charged a commission to cover selling costs.
9. Consignee’s Obligations and Warranties 
   
   1. Love Anew acknowledges and agrees that:
      
      1. it has legal capacity, power and authority to enter into this Agreement; and
      2. it will act lawfully and will comply with any applicable licenses, laws, regulations, industry codes of conduct, health and safety requirements and Australian standards in relation to the use of the Consignment Stock.
10. Consignor’s Obligations and Warranties 
    
    1. The Consignor warrants and represents to Love Anew that throughout the Term:
       
       1. it has legal capacity, power and authority to enter into this Agreement;
       2. it has the right, title and interest in relation to the Consignment Stock to perform its obligations as set out in this Agreement.
11. Termination 
    
    1. Either party may terminate this Agreement by giving notice in writing in accordance with the Notice Period.
    2. The Consignor Acknowledges that Love Anew incurs costs and expenses in preparing the Consignment Stock for sale, listing the Consignment Stock across its platforms and marketing the Consignment Stock to potential buyers.
    3. If the Consignor terminates this Agreement prior to the Term, they agree to pay Love Anew the Termination Fee in consideration of the costs and expenses incurred by Love Anew in preparing and listing the Consignment Stock for sale.
12. Termination by Default 
    
    1. Either party may terminate this Agreement by giving notice in writing of an Event of Default.
    2. “Event of Default” means:
       
       1. Love Anew does not pay any money due for payment by it in accordance with this Agreement;
       2. a representation, warranty or statement made or deemed to be made by a Party in this Agreement is untrue or misleading;
       3. an event or series of events, including any material adverse change in the property or financial condition of a Party, occurs which has or is likely to have a material adverse effect on its ability to perform its obligations under this Agreement;
       4. a corporate Party is, or is taken to be insolvent or unable to pay its debts under any applicable legislation;
       5. an application or order is made for the winding up or dissolution of a corporate Party or a resolution is passed or any steps are taken to pass a resolution for its winding up or dissolution;
       6. an administrator, provisional liquidator, liquidator or person having a similar or analogous function under the laws of any relevant jurisdiction is appointed in respect of a corporate Party or any action is taken to appoint any such person and the action is not stayed, withdrawn or dismissed within 5 Business Days;
       7. a controller is appointed in respect of any property of a corporate Party;
       8. a corporate Party is deregistered under the Corporations Act 2001 or notice of its proposed deregistration is given to the corporation;
       9. a distress, attachment or execution is levied or becomes enforceable against any property of a corporate Party;
       10. a corporate Party enters into or takes action to enter into an arrangement (including a scheme of arrangement or deed of Consignor arrangement), composition or compromise with, or assignment for the benefit of, all or any class of its creditors or members or a moratorium involving any of them;
       11. a receiver or receiver and manager is appointed in respect of any individual Party;
       12. a petition for the making of a sequestration order against the estate of a Party is presented and the petition is not stayed, withdrawn or dismissed within five (5) Business Days or a Party presents a petition against itself;
       13. a Party presents a declaration of intention under section 54A of the Bankruptcy Act 1966;
       14. individual Party dies; or
       15. anything analogous to or of a similar effect to anything described above under the law of any relevant jurisdiction occurs in respect of a Party to this Agreement.
13. Obligations on termination: 
    
    1. Upon termination of this Agreement, Love Anew will:
       
       1. return the Consignment Stock to the Consignor or other place nominated by the Consignor in writing; or
       2. pay to the Consignor the Sale Price less the Commission as the amount owing for Consignment Stock that is not returned in connection with termination following an Event of Default;
    2. If the Consignor terminates this Agreement prior to the end of the Term, Love Anew will;
       
       1. return the Consignment Stock to the Consignor at the Consignor’s expense; and
       2. issue an invoice to the Consignor for the Termination Fee.
    3. The accrued rights, obligations and remedies of the Parties are not affected by the termination of this Agreement.
14. Costs and Expenses 
    
    1. Each Party must pay its own costs and expenses (including legal costs and expenses) in relation to the negotiation, preparation and execution of this Agreement and any variation or replacement of this Agreement.
15. GST 
    
    1. Taxable supply If GST is payable on any supply made under this Agreement, the payer must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under this Agreement and must be paid in addition to the consideration expressed elsewhere in this Agreement. On receiving that amount from payer, the recipient must provide the payer with a tax invoice for the supply.
    2. Payments If the payer is required under this Agreement to pay for or reimburse an expense or outgoing of the recipient, or is required to make a payment under an indemnity in respect of an expense or outgoing of the recipient, the amount to be paid by the payer is the sum of:
       
       1. the amount of the expense or outgoing less any input tax credit in respect of that expense or outgoing that the recipient is entitled to; and
       2. if the recipient’s recovery from the payer is in respect of a taxable supply, the amount equal to the GST payable by the recipient in respect of that recovery.
    3. GST terminology The terms “consideration”, “GST”, “input tax credit”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
16. Amendment 
    
    1. This Agreement may only be amended by written agreement executed by all the Parties.
17. Notices 
    
    1. Form of notice A notice or other communication must be in writing in English and may be:
       
       1. delivered personally;
       2. given by an agent of the sender;
       3. left at a Party’s current delivery address for notices as set out in this Agreement;
       4. sent by prepaid mail to a Party’s current postal address for notices as set out in this Agreement;
       5. sent by email to a Party’s current email address for notices as set out in this Agreement.
    2. Receipt of notice A notice or communication is taken as having been given:
       
       1. when left at a Party’s current delivery address for notices; or
       2. if mailed within Australia to an Australian address, on the third Business Day after posting; or
       3. if sent by email, when the sender receives an email read receipt regarding the recipient’s email address.
    3. A Party may change its address for service of notices by written notice to the other Party.
18. General 
    
    1. Interpretation In this Agreement, unless expressed to the contrary:
       
       1. words in the singular include the plural and vice versa;
       2. headings are for convenience and do not affect the interpretation of this Agreement;
       3. any gender includes the other gender;
       4. a reference to a clause, paragraph, schedule or annexure is a reference to a clause, paragraph, schedule or annexure, as the case may be, of this Agreement;
       5. if any act which must be done under this Agreement is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;
       6. a reference to any legislation includes subordinate legislation and all amendments, consolidations or replacements from time to time;
       7. if a word or phrase is defined in this Agreement then any other grammatical form of the word or phrase shall have a corresponding meaning;
       8. a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity;
       9. “includes” and similar words mean includes without limitation;
       10. no clause of this Agreement shall be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
       11. a reference to a Party includes the Party’s legal personal representatives, successors, assigns and persons substituted by novation;
       12. a reference to this or any other agreement includes the agreement, all schedules and annexures as novated, amended or replaced and despite any change in the identity of the parties;
       13. a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
       14. a reference to time is to local time in New South Wales; and
       15. a reference to “$” or “dollars” refers to the currency of Australia from time to time.
19. Relationship

    Love Anew may describe themselves as an authorised Consignee of the Consignment Stock but must not describe itself in any way as an employee or agent of the Consignor.  This Agreement is not intended to create a relationship between the Parties of partnership, joint venture, agency or employer-employee. Neither Party has authority to create, assume or otherwise enter into any agreement that imposes rights or obligations on the part of the other Party.

20. Assignment

    This Agreement is personal to the Parties.  A Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld). Any purported dealing in breach of this clause is of no effect.

21. Waiver or variation of rights

    Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right.  A Party is not liable to any other Party for any loss, cost or expense that may have been caused or contributed to by the failure, delay, waiver or exercise of a power or right.

22. Powers, rights and remedies

    Except as expressly stated to the contrary in this Agreement, the powers, rights and/or remedies of a Party under this Agreement are cumulative and are in addition to any other powers, rights and remedies of that Party.  Nothing in this Agreement merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right, or remedy that a Party may have at any time against the other Party to this Agreement or any other person.

23. Consents and approvals

    Where this Agreement provides that a Party may conditionally or unconditionally give or withhold any consent or approval in relation to any matter in this Agreement, that Party may in its absolute discretion, and without being obliged to give reasons for doing so, withhold any consent or approval or give consent or approval conditionally or unconditionally.

24. Further assurance

    Each Party must from time to time and in a timely manner do all things reasonably required of it by the other Party to give effect to this Agreement.

25. Counterparts

    This Agreement may be executed in any number of counterparts and, if so, the counterparts taken together will constitute one and the same Agreement.  The date of this Agreement will be the date that it is executed by the last Party.

26. Dispute Resolution

    Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including any question regarding its existence, validity or termination, shall be resolved by mediation in accordance with the ACICA Mediation Rules.  The mediation shall take place in Chittaway Bay and be administered by the Australian Centre for International Commercial Arbitration (ACICA).

27. Entire agreement and understanding

    In respect of the subject matter of this Agreement: this Agreement contains the entire understanding between the Parties; all previous oral and written communications, representations, warranties or commitments are superseded by this Agreement and do not affect the interpretation or meaning of this Agreement; and each of the Parties has relied entirely on its own enquiries before entering into this Agreement.

28. Governing law and jurisdiction

    This Agreement is governed by the laws of New South Wales and the Commonwealth of Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales