Wholesale Supply Terms and Conditions

These Terms and Conditions (“Terms”) set out the terms and conditions on which Youfoodz will supply the products (“Products”) listed on its website www.yfwholesale.com (“Website”) to the Customer.

Unless expressly agreed otherwise, these Terms will prevail and take precedence over any terms and conditions provided by the Customer.

1. Application

1.1 In order to access the Website and place orders, the Customer must apply for registration by completing the online form and providing the information requested (“Application”).
1.2 Youfoodz may accept or reject an Application in its absolute discretion. If an Application is accepted, Youfoodz will contact the Customer to provide confirmation and to finalise the account set-up process.
1.3 By completing an Application, the Customer warrants and represents that all information provided is true, accurate and complete. The Customer must promptly notify Youfoodz of any changes to the details provided as part of the Application.
1.4 Youfoodz may, as part of the Application process or at any time thereafter, undertake a credit check in respect of the Customer.

2. Orders

2.1 The Customer may order Products from Youfoodz from time to time on these Terms by way of placing an order on the Website or by otherwise contacting Youfoodz in any other agreed method.
2.2 Youfoodz may, from time to time, specify a minimum order amount (“Minimum Order Amount”). Unless Youfoodz agrees otherwise, the total value of all Products ordered (after any discounts, rebates or promotions) by the Customer must equal or exceed the Minimum Order Amount.
2.3 Youfoodz is under no obligation to:
(a) accept an order; or
(b) supply Products to the Customer, unless Youfoodz provides confirmation of its acceptance of an order, either by way of order confirmation or tax invoice.
2.4 In the event of a dispute between Youfoodz and the Customer as to the Products comprising an order, the confirmation of proof of delivery will be conclusive evidence of the Products ordered.
2.5 Each order that is accepted by Youfoodz constitutes a separate contract between Youfoodz and the Customer on these Terms.

3. Delivery

3.1 Products will be delivered to the address provided by the Customer at the time of placing an order and within a reasonable time of the agreed delivery date.
3.2 Youfoodz will be responsible for the transport and unloading of the Products to the delivery address. The Customer must provide reasonable access and assistance to allow delivery of the Products.
3.3 The Customer acknowledges that external factors beyond the reasonable control of Youfoodz may delay delivery. Youfoodz will not be liable for any delay in the delivery of products that is caused by any event that is beyond its reasonable control or which occurs as a result of the Customer's failure to provide Youfoodz with adequate delivery instructions or reasonable access and assistance.
3.4 If Youfoodz is unable to deliver any Products due to the Customer's failure to provide adequate delivery instructions or reasonable access and assistance, the Customer may be responsible for the costs of re-delivery.
3.5 Risk in the Products will pass to the Customer upon delivery.

4. Title

4.1 Title to the Products will pass to the Customer upon the later of:
(a) delivery of the Products to the address provided by the Customer; and
(b) payment by the Customer of all amounts owing to Youfoodz.
4.2 Until title to the Products passes to the Customer, the Customer will hold the Products as agent for and on behalf of Youfoodz, and must:
(a) store the Products in a safe and secure manner;
(b) not deface, destroy, alter or obscure any identifying mark on the Products or their packaging;
(c) ensure that no charge, lien, encumbrance or security interest is granted in, or created over, the Products; and
(d) indemnify Youfoodz against any claim arising out of the possession, use or disposal (including re-sale) of the Products by the Customer.
4.3 Youfoodz shall be entitled to inspect or recover possession of any Products to which it retains title and has the right to enter upon any premises in order to do so.
4.4 If any Products are sold or otherwise disposed of by the Customer prior to title passing to the Customer, the proceeds of the sale or disposal will be held by the Customer on trust for Youfoodz.

5. Prices and Payment

5.1 Unless otherwise agreed, the Customer will pay for all products at the time of ordering using one of the payment methods accepted by Youfoodz.
5.2 If the Customer has been credit approved, Youfoodz may issue a tax invoice for the Products (provided that the amount of the tax invoice, together with all other unpaid tax invoices at the relevant time, does not exceed the credit approval limit). Unless otherwise agreed, the Customer must pay an invoice within 7 days of receipt.
5.3 The Price will be as specified by Youfoodz at the time of ordering. Unless otherwise specified, the Price does not include any taxes, duties or charges (including GST) payable in connection with the supply of the Products.
5.4 Any rebates, discounts or promotions will be offered in the absolute discretion of Youfoodz and will stated in the contract or trading agreement with Youfoodz.
5.5 Youfoodz will on charge a merchant fee of 1.5% for Visa and Mastercard and 1.9% where the Customer pays by credit card.
5.6 If the Customer does not pay any amount due to Youfoodz, Youfoodz may charge the Customer interest on the overdue amount. Interest will accrue daily until the date of payment on the basis of a year of 365 days.

6. Cancellation, Variation and Recall

6.1 Youfoodz may refuse, at its absolute discretion, any request to cancel or vary an order after it has been accepted.
6.2 Where an order is cancelled by the Customer, the Customer agrees to indemnify Youfoodz for any loss or damage incurred by Youfoodz as a result of the cancellation.
6.3 In the event of a product recall, the Customer will provide Youfoodz (and any third party) all assistance reasonably required by Youfoodz.

7. Acceptance, Defects and Returns

7.1 The Customer will not have a claim for shortage or defects in respect of any Products (“Defective Products”) unless the Customer provides written notice to Youfoodz within 3 business days from delivery date, which notice must:
(a) detail the shortage or defect; and
(b) provide reasonable evidence of the shortage or defect.
7.2 Youfoodz may, at its option, accept the return of, or issue a credit note for, any Defective Products where:
(a) the Customer has complied with this clause 7;
(b) Youfoodz is satisfied that defect was not caused by any act or omission by or on behalf of the Customer; and
(c) if the Customer elects to have the Defective Products returned, the Defective Products are returned to Youfoodz in the same condition as when delivered to the Customer.
7.3 Where Defective Products are delivered, The customer must make a claim to Youfoodz within 24 hours of delivery and include photos of the defective product. The customer may then dispose of the goods and Youfoodz will issue a credit for the amount charged for the defective goods.

8. Security

8.1 Terms that are defined in the Personal Property Securities Act 2009 (Cth) (“PPSA”) have the same meanings when used in this clause 8.
8.2 The Customer grants a purchase money security interest in the Products as security for the payment of all amounts owed by the Customer to Youfoodz. Youfoodz may register its security interest in any or all Products under these Terms and the Customer must do anything reasonably required by Youfoodz for the purposes of ensuring that the security interest held by Youfoodz in the Products (and any proceeds, to which the security interest granted under this clause 8.2 automatically attaches) is continuously perfected.
8.3 Youfoodz may recover from the Customer the reasonable cost of doing anything under this clause, including registration fees.
8.4 The rights of Youfoodz under these Terms are in addition to (and not in substitution for) its rights under any other law, and Youfoodz may choose whether to exercise rights under these Terms and/or any other law as it sees fit.
8.5 To the maximum extent permitted by law:
(a) for the purposes of sections 115(1) and 115(7) of the PPSA, Youfoodz need not comply with sections 95, 118, 121(4), 125, 130, 132(3)(d) or 132(4), and sections 142 and 143 are excluded;
(b) for the purposes of section 115(7) of the PPSA, Youfoodz need not comply with sections 132 and 137(3);
(c) the Customer agrees not to exercise its rights to make any request of Youfoodz under section 275 of the PPSA to authorise the disclosure of any information under that section or to waive any duty of confidence that would otherwise permit non-disclosure under that section; and
(d) the Customer waives its rights to receive any notice that is required by any provision of the PPSA or any other law before Youfoodz exercises a right, power or remedy.

9. Warranties and Representations

9.1 To the maximum extent permitted by law, the Customer acknowledges that it has not relied on any warranty or representation made by or on behalf of Youfoodz, except those required by law or as expressly set out in these Terms, and all other warranties and representations are hereby disclaimed by Youfoodz.
9.2 Youfoodz warrants to the Customer that:
(a) the Products will correspond to any description of the Products given by Youfoodz to the Customer;
(b) the Products will be of acceptable quality;
(c) the Products will correspond with any sample supplied by Youfoodz to the Customer, and will be free of any material defects;
(d) the Products (and their packaging) will comply with all applicable laws, rules and regulations applicable to the sale and distribution of the Products within Australia; and
(e) Products that do not have a best before date of 7 days may be credited by Youfoodz if not sold prior to the date and only with a photo provided.
9.3 The Customer warrants and represents to Youfoodz that:
(a) all information provided to Youfoodz is true, accurate and complete;
(b) it will perform all of its obligations under these Terms; and
(c) it will immediately notify Youfoodz in writing of any change of direct or indirect legal or beneficial ownership.

10. Obligations of the Customer

10.1 The Customer will:
(a) actively promote the sale of the Products within the Customer's stores;
(b) comply with any marketing and promotional guidelines as specified by Youfoodz from time to time in respect of the promotion and sale of the Products, and the use of any promotional or advertising materials supplied by Youfoodz; and
(c) not alter, modify, deface or otherwise tamper with the Products or any packaging.
10.2 The Customer must not, without the prior written consent of Youfoodz:
(a) represent that it is an agent or sole or exclusive distributor of the Products;
(b) pledge or purport to pledge the credit of Youfoodz or commit or purport to commit Youfoodz to any contract, arrangement or understanding;
(c) otherwise incur any liability on behalf of Youfoodz;
(d) advertise or make the Products available for sale via any website or application; or
(e) make any representation, or give any warranties, about the Products (except as required by law).
10.3 The Customer must not take any action or do any thing which would, or would be likely to, damage the reputation or goodwill of Youfoodz, or bring Youfoodz into disrepute.

11. Intellectual Property

11.1 The Customer acknowledges that:
(a) Youfoodz is the owner of all Intellectual Property in the Products (including the packaging) and reserves all Intellectual Property rights not expressly granted to the Customer under these Terms;
(b) it will not copy or otherwise deal with or use the Intellectual Property subsisting in the Products without the prior written consent of Youfoodz; and
(c) no right or licence is granted to the Customer except the right to re-sell the Products in the ordinary course of business.
11.2 The Customer will indemnify Youfoodz for any loss, damage or claim it may incur as a result of a breach of this clause 11 by the Customer.

12. Limitation of Liability

12.1 To the maximum extent permitted by law, Youfoodz excludes all liability for any loss or damage suffered or incurred by the Customer as a result of any act, omission or statement made by or on behalf of Youfoodz.
12.2 Youfoodz will not be liable to the Customer in any circumstances for any Consequential Loss.
12.3 Notwithstanding any other provision of these Terms (and except to the extent that liability cannot be excluded or limited) the total aggregate liability of Youfoodz to the Customer is limited to the amount paid by the Customer in the preceding 12 months.
12.4 Nothing in this clause operates to limit or exclude:
(a) liability, rights or remedies that cannot be limited or excluded by law; and
(b) the liability of Youfoodz for fraud, negligence or unlawful conduct.

13. Force Majeure

13.1 Where a Force Majeure Event prevents or hinders Youfoodz from performing its obligations under these Terms (including in respect of the delivery of Products), those obligations will be suspended for the duration of the Force Majeure Event.
13.2 If Youfoodz becomes aware of a Force Majeure Event which gives rise to, or is likely to give rise to, a failure or delay in the performance of its obligations under these Terms, it will notify the Customer in writing.
13.3 Youfoodz will take reasonable steps to mitigate the effect of a Force Majeure Event.

14. GST

14.1 Terms that are defined in the A New Tax System (Goods and Services) Tax Act 1999 (Cth) have the same meanings when used in this clause.
14.2 Each amount payable by the Customer under these Terms in respect of a taxable supply by Youfoodz is a GST exclusive amount, and the Customer must, in addition to that amount and at the same time, pay the GST payable in respect of that supply.

15. Website

15.1 To the maximum extent permitted by law, Youfoodz makes no warranties or representations about the Website, including but not limited to warranties or representations that it will be complete, accurate or up-to-date, that access will be uninterrupted or error-free or free from viruses, or that it will be secure.
15.2 Unless otherwise indicated, Youfoodz own or license all intellectual property rights) in the Website and in all of the material (including all text, graphics, logos, audio and software) made available on the Website (“Content”).
15.3 The Customer's use of the Website, and use of and access to any Content, does not grant or transfer any rights, title or interest to the Customer in relation to the Website or the Content. Any reproduction or redistribution of the Website or the Content without the express written consent of Youfoodz is prohibited.

16. Privacy

Youfoodz may collect personal information about the Customer. Any personal information that is collected, held, used or disclosed will be handled in accordance with the Youfoodz privacy policy, available on the Website.

17. Notices

17.1 A notice, consent, approval or other communication given under these Terms must be in writing and given by hand delivery, post or email indicated below (or as notified by the relevant party in accordance with these Terms):
(a) Youfoodz
Address: 4/52 Pritchard Road, Virginia QLD 4014
Email: wholesale@youfoodz.com
(b) the Customer, at the details included in the Application.
17.2 A notice will be deemed to have been received at the relevant time set out below or, where such time is not within business hours, at 9.00 am on the next business day:
(a) where the notice is delivered personally, at the time of delivery;
(b) where the notice is sent by post, 2 business days after posting; and
(c) where the notice is sent by email, 4 hours after the time of transmission.

18. General

18.1 Youfoodz may:
(a) cancel the registration of a Customer if, in the reasonable opinion of Youfoodz, the Customer has failed to comply with these Terms;
(b) vary the Minimum Order Amount applicable to the Customer; and
(c) vary or revoke any credit approval in respect of the Customer.
18.2 References to Clean on any Product or packaging means a Youfoodz meal with 350 calories or fewer, or a snack with 175 calories or fewer.
18.3 Youfoodz may limit the quantities of Products that it offers. All descriptions of Products and Prices are subject to change at any time without notice. Products displayed on the Website are indicative only.
18.4 Youfoodz may modify or discontinue any Product or service without notice at any time.
18.5 These Terms represent the entire agreement between Youfoodz and the Customer and supersede all prior discussions, negotiations, understandings and agreements in relation to the Products.
18.6 The Customer may not assign, novate, transfer or otherwise deal with any of its rights or obligations under these Terms without the prior written consent of Youfoodz.
18.7 Failure or delay in exercising any right under these Terms does not constitute or imply a waiver of that right.
18.8 These Terms may be varied by Youfoodz at any time on written notice to the Customer. In the event that these Terms are so varied, the varied terms will apply to all subsequent orders made by the Customer.
18.9 If any provision of these Terms is unenforceable or invalid, it will be ineffective to the extent it is unenforceable or invalid, without affecting the validity or enforceability of the remaining provisions of these Terms.
18.10 These Terms are governed by the laws in force in Queensland. The parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction in Queensland.

19. Definitions and Interpretation

19.1 In these Terms, unless the context requires otherwise:
Application has the meaning given to that term in clause 1.1.
Consequential Loss means any of the following, however arising and even if it is reasonably contemplated by the parties as a likely result of a breach of these Terms:
(a) incidental, special, remote or unforeseeable loss or damage; and
(b) loss of revenue, profit, income, bargain, opportunity, use, production, business, contract, goodwill or anticipated savings, loss caused by business interruption.
Customer means a person who has submitted an Application and been approved by Youfoodz to access the Website and order Products.
Defective Product has the meaning given to that term in clause 7.1.
Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
(a) strikes, lockouts or other industrial action;
(b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war;
(c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster;
(d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(e) impossibility of the use of public or private telecommunications networks; and
(f) the acts, decrees, legislation, regulations or restrictions of any government.
Intellectual Property means all rights conferred under statute, common law or equity, wherever in the world subsisting, in relation to copyright, trade marks, design or patents, patentable inventions and designs, whether existing now or in the future and whether or not registered or registrable, and includes any rights subsisting in or relating to trade secrets, know how, inventions, methods, techniques, recipes and formulae.
Minimum Order Amount has the meaning given to that term in clause 2.2.
PPSA means the Personal Property Securities Act 2009 (Cth).
Price means the amount quoted by Youfoodz, or displayed on the Website, for the Products from time to time.
Products means the products supplied, or to be supplied, by Youfoodz to the Customer from time to time.
Terms means these terms and conditions, as varied from time to time.
Website means the website available at www.yfwholesale.com.
Youfoodz means Youfoodz Pty Ltd ACN 160 909 893.
19.2 In these Terms:
(a) if a word or phrase is defined, its other grammatical forms have a corresponding meaning;
(b) words such as including or for example do not limit the meaning of the words preceding them;
(c) a reference to a person includes a body corporate, trust, joint venture, partnership and association (whether incorporated or unincorporated);
(d) all monetary amounts are expressed in Australian dollars ($AUD); and
(e) the parties will perform their obligations on the dates and times fixed by reference to Brisbane, Queensland.