Roccoco Cosmetics Pty Ltd T/A Roccoco Cosmetics and Roccoco Botanicals Terms & Conditions of Trade

1. Definitions

1.1 “Supplier” shall mean Roccoco Cosmetics Pty Ltd T/A Roccoco Cosmetics and Roccoco Botanicals its successors and assigns or any person acting on behalf of and with the authority of Roccoco Cosmetics Pty Ltd T/A Roccoco Cosmetics and Roccoco Botanicals.

1.2 “Client” shall mean any person who purchases from a Stockist.

1.3 “Individual” refers to any person regardless of whether they are a Client or Stockist that places an order for goods.

1.4 “Stockist/Wholesaler” is any individual or business who purchases Roccoco at wholesale cost.

1.5 “Guarantor” means that person (or persons), or entity, which agrees to be liable for the debts of the individual or business on a principal debtor basis.

1.6 “Goods” shall mean all Goods supplied by the Supplier to the individual or the business.

1.7 “Services” shall mean all Services supplied by the Supplier to the individual or business and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).

1.8 “Price” shall mean the Price payable for the Goods as agreed between the Supplier and the individual or business.

2. Acceptance

2.1 Any instructions received by the Supplier from the Client for the supply of Goods and/or the Client’s acceptance of Goods supplied by the Supplier shall constitute acceptance of the terms and conditions contained herein.

2.2 Where more than one individual or business has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.

2.3 Upon acceptance of these terms and conditions by the individual or business the terms and conditions are binding and can only be amended with the written consent of the Supplier.

2.4 The individual or business shall give the Supplier not less than fourteen (14) days prior written notice of any proposed change of ownership of the individual or business or any change in the individual’s/business name and/or any other change in the individual/business details (including but not limited to, changes in address, facsimile number, or business practice). The individual or business shall be liable for any loss incurred by the Supplier as a result of the individual or business failure to comply with this clause.

2.5 Goods are supplied only on the terms and conditions of trade herein, to the exclusion of anything to the contrary in the terms of the Client’s order notwithstanding that any such order is placed on terms that purport to override these terms and conditions of trade.

3. Price and Payment

3.1 The price shall be as indicated on invoices provided by the Supplier to the individual or business in respect of Goods supplied.

3.2 Payment shall be due prior to delivery of the Goods.

3.3 Payment will be made by PayPal, bank deposit or by any other method as agreed to between the Stockist and the Supplier.

3.4 Date of payment will be deemed the date monies are showing as deposited in our account. Please note if paying via direct debit or e-cheque, this can take up to 3 business days to transfer.

3.5 International fees are the responsibility of each client. We advise using PayPal and linking your account to avoid fees if you are not located in Australia.

4. Ordering

4.1 Roccoco will online list salons online if they order more than $2,000 per annum. 4.2 Roccoco only sells wholesale to authorised salons and skin specialists.

4.3 Stockists may not use and shall not sell the Products to or for the benefit of any person who is not an end-user consumer or to any other person or entity including affiliates, subsidiaries, or other organization of which wholesale account is an owner or member.

4.4 Incomplete orders will not be held.

4.5 Every attempt is made to despatch by the following business day. However, Roccoco can’t guarantee this depending on the volume of orders, time of year and public holidays.

4.6 If a product is out of stock and on back order the order will not ship until all products are in stock. If you do not wish to wait for the products a separate order must be placed.

4.7 Our preferred method of ordering is via the website. Manual order will incur a $20 processing fee. Opening orders are the exception before an account is approved.

4.8 Opening order packs are only available on the first order. There are no rainchecks.

4.9 Once an order is placed it cannot be adjusted or cancelled. All orders are final after checkout. If you have forgotten to purchase an item you must place a separate order.

4.10 If you purchase 10 of the same product and size you will receive 1 free. If you order 20 of the same item you will receive 2 for free etc.

4.11 Sales are subject to availability of stock. We cannot honour sales to Clients once sold out. The sale only applies to new orders placed and there are no rainchecks. If you placed an order before the sale the discount will not be applied.

4.12 The stockist cannot drop ship internationally.

5. Delivery of Goods

5.1 All orders are shipped via our designated freight carrier unless an alternative method is requested, and paid for, by the individual.

5.2 All orders are shipped FOB shipping point, which means ownership and risk of loss transfers to the Stockists account once the shipment is delivered to the shipping carrier.

5.3 Standard shipping within USA is a flat rate of $15 for orders up to $399.00. 5.4 Free shipping is applicable on orders of $400 or more.

5.5 Once an order is despatched the client is considered to receive the goods. Signature on delivery is recommended in the unlikely event that your order goes missing or items are missing from your order. Signature on delivery costs an extra $2.95.

5.6 The process of fulfilling an order begins as soon as you place your order on the website. Once an order has been released for fulfillment, it cannot be changed.

5.7 The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged then the Supplier shall be entitled to charge a reasonable fee for redelivery.

5.8 Delivery of the Goods to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this agreement.

6. Licenses and Professional Liability

6.1 Stockist accounts must provide a copy of their license.

6.2 Estheticians who do not have Professional Liability release Roccoco from any claims/compensation associated with inappropriate use.

6.2 In the event that the Stockist is not an aesthetician but is the business owner, a copy of their business license must be provided.

7. Risk

7.1 Where the Client expressly requests the Supplier to leave Goods outside the Supplier’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Client’s sole risk and it shall be the Client’s responsibility to ensure the Goods are insured adequately or at all.

7.2 Roccoco is not permitted to be sold internationally. In the event a product is sold internationally Roccoco is not liable for any reactions or compensation to the client.

7.3 Roccoco accepts no liability if the products are not used in the manner intended.

7.4 Roccoco accepts no liability if you mix our products with other non-Roccoco products. We do not know what adverse reactions may occur as a result.

7.5 Professional products must only be used in the treatment room. These are not to be sold as retail to a customer. This includes professional sizes. No refunds or liability will be taken if professional products and sizes are sold.

8. Title

8.1 The Supplier and the Client agree that ownership of the Goods shall not pass until: (a) The Client has paid the Supplier all amounts owing for the particular Goods; and

(b) The Client has met all other obligations due by the Client to the Supplier in respect of all contracts between the Supplier and the Client.

8.2 Receipt by the Supplier of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Supplier’s ownership or rights in respect of the Goods shall continue.

8.3 It is further agreed that:

(a) Until such time as ownership of the Goods shall pass from the Supplier to the Client the Supplier may give notice in writing to the Client to return the Goods or any of them to the Supplier. Upon such notice the rights of the Client to obtain ownership or any other interest in the Goods shall cease; and

(b) The Supplier shall have the right of stopping the Goods in transit whether or not delivery has been made; and

(c) If the Client fails to return the Goods to the Supplier then the Supplier or the Supplier’s agent may enter upon and into land and premises owned, occupied or used by the Client, or any premises as the invitee of the Client, where the Goods are situated and take possession of the Goods; and

(d) The Supplier can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Client; and

(e) Until such time that ownership in the Goods passes to the Client, if the Goods are converted into other products, the parties agree that the Supplier will be the owner of the end products.

9. Defects

9.1 The Stockist shall inspect the Goods on delivery and shall within three (3) business days of delivery (time being of the essence) notify the Supplier of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. This does not include faulty packaging e.g. Products not pumping. Client shall afford the Supplier an opportunity to inspect the Goods within a reasonable time following delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage and Roccoco will be excluded from any liability. For defective Goods, which the Supplier has agreed in writing that the Client is entitled to reject, the Supplier’s liability is limited to (at the Supplier’s discretion) replacing the Goods.

9.2 Photos or videos are required for any claim involving defects or damage to the goods. All goods are to be returned to head office.

9.3 No replacements/credit will be sent until the Stockist has posted the item. If they goods have been found the be defective then a refund or credit of the shipping cost wil be provided. Once we receive your items a replacement will be sent out.

9.3 In the event of missing parcels or missing items our freight carrier requires photographs of the package’s condition when you received it to evaluate whether tampering with the parcel has occurred.

9.4 Drop ship orders made by the Stockist to the Client is not the responsibility of Roccoco. If there are any defects it is the Stockists responsibility to remedy the issue.

10. Returns

10.1 Every Stockist must set their own return policy.

10.2 Returns to Roccoco are only permitted with authorisation from head office. Buyers remorse or the product not selling as you anticipate is not a reason for return.

10.3 Returns will be accepted if the client has an allergic reaction and they are not mixing Roccoco with other products. The reaction form must be filled out. In order to claim for a reaction, the client must be using/have purchased the product within a one (1)-month time frame. Photos must also be provided of the reaction. Stockists are credited in the event of a reaction. The goods must be returned to head office.

10.4 Returns are accepted if the goods are damaged or defective, after approval from head office.

10.5 Any product returned must be at least 50% full. Returns that are lower than this will not be granted a credit/refund.

10.6 The Supplier will not be liable for Goods which have not been stored or used in a proper manner; and

10.7 The Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.

10.8 The Supplier may (at their sole discretion) accept the return of Goods for credit. Goods that are found to have no defect and are returned will incur a handling fee of up to thirty percent (30%) of the value of the returned Goods plus any freight costs. There will also be a return fee of $2.95 and $0.50 for each item returned.

10.9 Non-stock list items or Goods made to the Client’s specifications are under no circumstances acceptable for credit or return.

10.10 If the Client has had the product for more than twelve (12) months or the product is expired no replacements or credits will be accepted.

10.11 The stockist will be credited or refunded the price they paid for the item.

10.12 Roccoco does not accept refunds or returns for incorrect prescription of products. It is the Stockists responsibility to ensure they are familiar with the training manual and in the event of uncertainty the are to contact Roccoco directly before selling the product.

11. Intellectual Property

11.1 Roccoco is the sole legal and beneficial owner of the intellectual property.

"intellectual property" means the following:

(a) An invention or discovery; recipe; method or process of manufacture; method or principle of skin treatment; chemical composition or formulation; drawing or design; or scientific, technical or information or document;

(b )Improvement, modification, development or new application of any of the foregoing;

(c) Patent, application for a patent, right to apply for a patent or similar rights for or in respect of any intellectual property referred to in sub-paragraphs (a) or (b);

(d) Trade secret, know-how, or right of secrecy or confidentiality in respect o f any information or document or other intellectual property referred to in sub- paragraphs (a) or (b);

(e) Copyright or other rights in the nature of copyright subsisting in any works or other subject matter referred to in sub-paragraphs (a) or (b);

An invention or discovery; recipe; method or process of manufacture; method or principle of skin treatment; chemical composition or formulation; drawing or design; or scientific, technical or information or document;

Improvement, modification, development or new application of any of the foregoing;

Patent, application for a patent, right to apply for a patent or similar rights for or in respect of any intellectual property referred to in sub-paragraphs (a) or (b);

Trade secret, know-how, or right of secrecy or confidentiality in respect o f any information or document or other intellectual property referred to in sub- paragraphs (a) or (b);

Copyright or other rights in the nature of copyright subsisting in any works or other subject matter referred to in sub-paragraphs (a) or (b);

11.2 The Stockist must not directly or indirectly impair Roccoco Cosmetics ownership rights in relation to the intellectual property and product. The Stockist must not attempt to, or engage any other person to attempt to, reverse engineer the product.

11.3 The Stockist must not remove any labels or alter the appearance of the product in any way. At no stage are the Stockists to implicate that the product is their own and not Roccoco’s.

11.4 We do not allow decanting of the products. Products must be sold as they are received and are not to be altered in any way. We take no liability if products are

decanted. Any Stockist that is found to be altering or decanting products will have their account terminated. No refunds or returns will be accepted for product still in stock.

11.5 Roccoco Cosmetics and Roccoco Botanicals Logo is only to be used in the Client's advertising and marketing if approval in writing has been given by the Supplier. All marketing materials are to be consistent with the Suppliers marketing materials and no claims are to be made that are inconsistent with the Suppliers claims.

11.6 Roccoco’s Product Manual, Training and Marketing material (excluding retail brochures) are not to be shared with any person who is not an authorised Stockist.

11.7 Stockists are not to share their username and password for the website with any other party. Sharing information is in breach of these terms and conditions of trade. If a breach is to occur the Stockist will be suspended from ordering. Their account will be reviewed and possibly terminated.

12. Internet Sales

12.1 Roccoco is not responsible if a client purchases the incorrect products for their skin. We do not accept returns or refunds because a client chose the wrong product. We recommend restricting online sale access to those that have had a consult.

12.2 Roccoco is not responsible for returns if the product is sold internationally. 12.3 Roccoco is not permitted to be sold on sites like eBay and Amazon.

12.4 Our return policies listed under number 10 still apply to online sales from a wholesaler’s website or using salon codes.

12.7 The wholesaler is responsible for all international sales.

13. Salon Codes

13.1 Salon code sales will receive 35% commission of the retail price.

13.2 Monies received from commission will be automatically sent via PayPal when an order is placed.

13.3 Roccoco’s professional products will not be available on the retail store. This is only available on the wholesale store.

13.4 Roccoco’s retail store will have different sales to the wholesaler store. 13.5 Wholesalers need to notify Roccoco to add any customers to their code.

13.5 Wholesalers must be given permission from the client to create an account and add them under their salon code.

14. Online Behaviour

14.1 At no time are any Stockists to denigrate Roccoco it’s founder or it’s staff on any social media platform. Stockists who are found breaching this clause will be terminated. Slandering will not be tolerated. This includes whether or not the company or staff are named directly.

14.2 If Stockists have a complaint they are to notify us via email so that we can remedy the problem. Our closed Facebook group is for education purposes only, not complaints.

15. Default and Consequences of Default

15.1 In the event that the Client’s payment is dishonoured for any reason the Client shall be liable for any dishonour fees incurred by the Supplier.

15.2 If the Client defaults in payment of any invoice when due, the Client shall indemnify the Supplier from and against all costs and disbursements incurred by the Supplier in pursuing the debt including legal costs on a solicitor and own client basis and the Supplier’s collection agency costs.

15.3 Without prejudice to any other remedies the Supplier may have, if at any time the Client is in breach of any obligation (including those relating to payment) the Supplier may suspend or terminate the supply of Goods to the Client and any of its other obligations under the terms and conditions. The Supplier will not be liable to the Client for any loss or damage the Client suffers because the Supplier has exercised its rights under this clause.

15.4 If any account remains overdue after seven (7) days then an amount of the greater of twenty dollars ($20.00) or ten percent (10%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for administration fees which sum shall become immediately due and payable.

15.5 Without prejudice to the Supplier’s other remedies at law the Supplier shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable in the event that:

(a) Any money payable to the Supplier becomes overdue, or in the Supplier’s opinion the Client will be unable to meet its payments as they fall due; or

(b) The Client 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

(c) A receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

16. Security and Charge

16.1 Despite anything to the contrary contained herein or any other rights which the Supplier may have howsoever:

(a) Should the Supplier elect to proceed in any manner in accordance with this clause and/or its sub-clauses, the Client and/or Guarantor shall indemnify the Supplier from and against all the Supplier’s costs and disbursements including legal costs on a solicitor and own client basis.

17. Cancellation

17.1 The Supplier may cancel any contract to which these terms and conditions apply or cancel delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice the Supplier shall repay to the Client any sums paid in respect of the Price. The Supplier shall not be liable for any loss or damage whatsoever arising from such cancellation.

17.2 In the event that the Client cancels delivery of Goods the Client shall be liable for any loss incurred by the Supplier (including, but not limited to, any loss of profits) up to the time of cancellation.

17.3 Cancellation of orders for Goods made to the Client’s specifications or non-stock list items will definitely not be accepted, once production has commenced.

17.4 The Client and/or the Guarantor/s agree for the Supplier to obtain from a credit reporting agency a credit report containing personal credit information about the Client and Guarantor/s in relation to credit provided by the Supplier.

17.5 The Client and/or the Guarantor/s agree that the Supplier may exchange information about the Client and the Guarantor/s with those credit providers either named as trade referees by the Client or named in a consumer credit report issued by a credit reporting agency for the following purposes:

(a) To assess an application by Client; and/or
(b) To notify other credit providers of a default by the Client; and/or

(c) To exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit providers; and/or

(d) To assess the credit worthiness of Client and/or Guarantor/s.

18.6 The Client consents to the Supplier being given a consumer credit report to collect overdue payment on commercial credit (Section 18K(1)(h) Privacy Act 1988).

18.7 The Client agrees that personal credit information provided may be used and retained by the Supplier for the following purposes and for other purposes as shall be agreed between the Client and Supplier or required by law from time to time:

(a) Provision of Goods; and/or

(b) marketing of Goods by the Supplier, its agents or distributors in relation to the Goods; and/or

(c) Analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to provision of Goods;

and/or

(d) Processing of any payment instructions, direct debit facilities and/or credit facilities requested by Client; and/or

(e) Enabling the daily operation of Client’s account and/or the collection of amounts outstanding in the Client’s account in relation to the Goods.

16.8 The Supplier may give information about the Client to a credit reporting agency for the following purposes:

(a) To obtain a consumer credit report about the Client; and/or

(b) Allow the credit reporting agency to create or maintain a credit information file containing information about the Client.

19. General

19.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

19.2 The Supplier shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by the Supplier of these terms and conditions.

19.3 In the event of any breach of this contract by the Supplier the remedies of the Client shall be limited to damages that under no circumstances shall exceed the Price of the Goods

19.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by the Supplier nor to withhold payment of any invoice because part of that invoice is in dispute.

19.5 The Supplier may license or sub-contract all or any part of its rights and obligations without the Client’s consent.

19.6 The Client agrees that the Supplier may review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Supplier notifies the Client of such change.

19.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

19.8 The failure by the Supplier to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Supplier’s right to subsequently enforce that provision.

I acknowledge that I have read the terms of trade and agree to abide by the above.