Wholesale terms and conditions

1. LEGAL AGREEMENT

(a) This page sets out the terms and conditions (“Terms”) on which Mariella Minniti trading as Mariella Skin (ABN 74 617 059 680) (Mariella Skin, us, our or we) provides Goods through the Website to salons and retailers on a wholesale basis.

(b) Please read these Terms carefully before ordering any Goods through the Website, as Your use of the Website and purchase of any Goods is subject to these Terms.

(c) You agree that these Terms:

(i) apply every time You access the Website or purchase any Goods through the Website; and

(ii) are a binding legal agreement between You and Mariella Skin.

(d) By accessing the Website or purchasing any Goods from the Website (now or in the future), You are acknowledging that You have read, understand, and agree, without limitation or qualification, to be bound by these Terms.

(e) You agree that Mariella Skin may change and update these Terms from time to time without notice to You. To the maximum extent permitted by law:

(i) the most recent version of the Terms posted on the Website at the time You access the Website or purchase Goods will apply to and legally bind You in respect of that access or purchase; and

(ii) using this Website or purchasing Goods subsequent to any changes to the Terms constitutes an agreement to be bound by the amended Terms.

(f) You should review these Terms often and if You do not agree with any changes to the Terms, You should discontinue use of the Website immediately.

(g) This Website is hosted in Australia.

These Terms should be read in conjunction with Mariella Skin’s Privacy Policy which can be accessed here https://mariellaskin.com.au/wp-content/uploads/2020/08/Privacy-Policy-Mariella-Skin.pdf

2. DEFINITIONS

In these terms, unless the context requires otherwise:

(a) Business Day means a day that is not a Saturday, Sunday or public holiday in Western Australia;

(b) Claims means actions, suits, proceedings, judgments, orders, claims, demands, costs, damages, losses and all liability whatsoever,

including all legal costs on a solicitor and own client basis;

(c) Customer means any third party who purchases the Goods from You or any services provided by You;

(d) Delivery Address means the location or premises at or to which the Goods are to be delivered or supplied, as provided by You in an Order and confirmed in the Shipping Confirmation;

(e) Delivery Charges means freight, handling (if applicable) and shipping fees and charges required to deliver the Goods to You;

(f) Force Majeure Event has the meaning given to it in clause 19;

(g) Goods means any and all goods supplied by Mariella Skin including all goods set out in a Shipping Confirmation, Invoice or other document provided by Mariella Skin to You;

(h) Intellectual Property Rights means all intellectual and industrial property rights throughout the world, whether registered or unregistered, including trademarks, logos, domain names, designs, patents, inventions, semiconductor, circuit and other eligible layouts, copyright and analogous rights, trade secrets, processes, concepts, confidential information and all other intellectual property rights as defined in Article 2 of the convention establishing the World Intellectual Property Organisation on 14 July 1967 as amended from time to time, and any right to apply for registration of, or any application for, such rights including all rights to claim priority from all applications or registration, and all amendments, supplementals, extensions, re-issues, re-grants, continuations or continuations-in-part and divisions;

(i) Invoice means an tax invoice issued by Mariella Skin to You;

(j) Material means all of the following as provided by Mariella Skin via the Website or included in the Website:

(i) content, blogs, resources, marketing materials, training, suggestions, advice or information; and

(ii) data, text, trademarks, images, videos, scripts, graphics, sounds, music, audio, audiovisual combinations, interactive features and other content;

(k) Order means an order for Goods placed by You via the Website;

(l) Order Confirmation has the meaning given to it in clause 8(b);

(m) Shipping Confirmation has the meaning given to it in clause 8(c);

(n) Stockist Account has the meaning given to it in clause 5;

(o) Website means the whole or any part of the webpages located at

https://mariellaskin.com.au/ and is inclusive of the elements of the website design, text, graphics, and any other content of this website and includes where applicable our social media websites including Mariella Skin Facebook, Instagram and other social media pages and sites; and

(p) You means the retailer, company, individual or other entity:

(i) which purchases the Goods on a wholesale basis, as named in the Order; or

(ii) otherwise uses the Website,

and Your has a corresponding meaning.

3. PRODUCT INFORMATION

(a) The content of the pages of the Website is for general information and use only and does not constitute or replace professional or medical advice or specific advice in respect of an individual’s requirements. You must rely on Your own assessments when purchasing the Goods, using the Goods during any services provided to a Customer by You or when recommending the Goods for purchase by a Customer. You must not make any representation or warranty that Mariella Skin endorses, represents or warrants the use of any Goods for a particular purpose.

(b) You warrant and agree to always use Goods supplied in accordance with these Terms in accordance with any instructions provided with the Goods.

(c) We take reasonable measures to ensure the accuracy of product descriptions contained on the Website, however to the extent permitted by Law, Mariella Skin makes no warranty or representation in relation thereto.

(d) To the extent permitted by law, Mariella Skin does not warrant or represent that the descriptions, colours, information (including product ingredients), pricing, promotions or other content on the Website is accurate, current or correct. If Mariella Skin becomes aware that any information on the Website contains errors, inaccuracies or omissions then Mariella Skin may at any time and without notice to You (including after You have submitted an Order) correct such errors, inaccuracies or omissions and update such information and/or cancel any existing Orders.

(e) See clause 12 of these Terms (Refunds and Returns) regarding damaged, defective or inaccurately described products purchased from our Website.

4. INTELLECTUAL PROPERTY

(a) Mariella Skin owns, or is licensed to use, the Intellectual Property Rights in the Goods and the Material.

(b) You must not (or allow others to) infringe Mariella Skin’s Intellectual Property Rights in the Goods or the Material. In particular, You must not:

(i) copy the Material;

(ii) sell, market, license, sublicense, lend, loan, distribute, transmit, upload, re-post, rent or lease any the Material; or

(iii) reverse engineer, decompile, modify, disassemble, or develop derivative works of the Material or the Goods, in whole or in part,

without obtaining Mariella Skin’s prior written consent.

(c) Nothing contained on the Website should be construed as granting any licence or right of use of any other person’s or entity’s trademarks which is displayed on this Website without their express permission.

5. STOCKIST ACCOUNT

(a) In order to purchase Goods on a wholesale basis and resell the Goods to Customers, or to use the Goods in the performance of any services provided to Customers You must register for a stockist account via the Website (Stockist Account).

(b) If You do not have a Stockist Account, You are precluded from reselling any of the Goods or using the Goods for commercial or similar uses.

(c) Registering for a Stockist Account will allow You to access wholesale discount pricing and other benefits, including marketing materials and training.

(d) When you register for a Stockist Account, You will be required to provide Your details, including but not limited to Your full name, Australian Business Number and Australian Company Number (where applicable), phone number, website URL, Your Facebook and Instagram account details, email address and postal address. You must provide all of the information requested.

(e) If Mariella Skin approves Your registration, You will receive a confirmation email, which will allow You to set up Your Stockist Account via our Website. You can then proceed to place Orders via your Stockist Account.

(f) Mariella Skin may reject Your request for a Stockist Account at its sole discretion.

6. ELIGIBILITY REQUIREMENTS

(a) You must be over 18 years of age to access Our Website, register for a Stockist Account or purchase the Goods.

(b) You warrant that any information You provide to Us via our Website is true and correct.

(c) When You submit an Order with Mariella Skin, You will be required to provide payment details when finalising your purchase of any Goods.

(d) We collect, store, use and disclose your personal information in accordance with our Privacy Policy, a copy of which is available on the Website.

7. YOUR OBLIGATIONS

Goods purchased for resale to Customers or in the performance of any services to Customers must be purchased via Your Stockist Account. By registering for a Stockist Account and purchasing Goods through Your Stockist Account You agree to:

(a) only resell the Goods in store in connection with Your Business (You must not resell any Goods online);

(a) only resell the Goods directly to consumers for personal use (You must not resell the Goods to any third party for commercial or similar uses);

(b) if You use the Goods to provide Customers with any services, use those Goods in accordance with the instructions and with due care and skill;

(c) not use the Goods in connection with any salon machinery including but not limited to laser, microdermabrasion or LED or add any additional substances, ingredients or items to the Goods;

(d) not use Mariella Skin’s name, trademarks or other identifications without Mariella Skin’s prior written consent and must not display, exhibit or install any advertising or marketing materials, at Your business premises or otherwise, depicting the same, unless such material is provided to You by us and we have consented to Your use and display of that material; and

(e) not make any representations to any third party (including any Customer) that You or Your business has in any way, affiliation with, endorsement by or relation to Mariella Skin, other than using and reselling the Goods.

8. ORDERS

(a) Each Order placed by You will be deemed to be an offer by You to purchase Goods from Mariella Skin on these Terms. Mariella Skin is under no obligation to accept such offer, and each offer is subject to confirmation from Mariella Skin that Your Order has been dispatched.

(b) Mariella Skin does not guarantee the availability of any Goods to satisfy any Order placed by You. All orders are subject to availability of the Goods. Items saved to Your cart are not reserved unless and until You have submitted Your Order and received an email confirming that your Order has been received by Mariella Skin (Order

Confirmation). For the avoidance of doubt, the Order Confirmation is confirmation that Mariella Skin has received Your Order, and in no way whatsoever is confirmation that Mariella Skin has accepted the Order.

(c) Once You have submitted an Order, Your Order cannot be amended or cancelled.

(d) Upon acceptance of Your Order, You will receive a confirmation email in respect of the Order confirming the Goods have been dispatched (a Shipping Confirmation), and other relevant information including:

(i) Your purchase order number;

(ii) an order summary (including a description of the Goods to be delivered to You and the price);

(iii) the Delivery Address; and

(iv) any special provisions relating to the Goods.

(e) Acceptance of Your Order applies only to those Goods detailed in the Shipping Confirmation. Other Goods specified in the Order Confirmation but not specified in the Shipping Confirmation are not accepted until you receive a Shipping Confirmation in respect of those Goods.

(f) Mariella Skin may reject any Orders at its sole discretion.

9. PRICE & PAYMENT

(a) The prices displayed in respect of the Goods on our Website:

(i) include all duties, taxes and GST; and

(ii) do not include costs incurred in providing the Goods, including Delivery Charges.

(b) The prices displayed on our Website are subject to change at any time, without notice to You.

(c) Delivery Charges will appear in Your cart and will be included in the total price summary in the checkout. You will have the option to apply coupon codes at the cart.

(d) You must be signed in to Your Stockist Account to receive any applicable wholesale discount prices or promotions. Any discounts applicable will automatically be applied to Your Order at the checkout.

(e) By submitting Your Order You agree to pay Mariella Skin the price of the Goods, Delivery Costs, and all other rates, fees, levies and costs as indicated in the checkout page of the Website and pursuant to the Shipping Confirmation or Invoice, including any applicable GST, duties, penalties, levies or freight and other relevant charges.

(f) While Mariella Skin has taken reasonable steps to ensure the pricing information provided via the Website in respect of the Goods are accurate and up to date, Mariella Skin makes no representations warranties or guarantees that the pricing information is accurate and error free. If You order Goods that have been displayed for the incorrect price, We will contact You to inform You of the error and advise You of the correct price. You may confirm Your Order for the Goods at the correct price or elect to cancel Your Order. If You elect to cancel Your Order Mariella Skin will refund to You any amount paid for the Good(s), in accordance with clause 11 (Refunds and Returns).

(g) The total price as per the Shipping Confirmation or Invoice:

(i) includes all duties and taxes and GST; and

(ii) includes all costs incurred in providing the Goods including Delivery Charges.

(h) Payment of the Goods will be required at the checkout. You can elect to pay for the Goods using the following payment methods:

(i) VISA, American Express or Mastercard credit or debit card; or

(ii) Afterpay.

(i) Our acceptance of Your Order is conditional upon receipt of authorisation for payment. We will not accept Your Order until the required payment authorisation has been received, and will not be liable for any delay in processing and/or delivering Goods if payment authorisation is delayed and/or not received.

10. DELIVERY AND PACKAGING

(a) Once an Order has been received by Mariella Skin, and provided the Order can be fulfilled, and Mariella Skin otherwise accepts Your Order, we will process Your Order and arrange for the Goods to be dispatched to Your Delivery Address.

(b) Mariella Skin will use all reasonable endeavours to dispatch your Goods as soon as possible. Mariella Skin does not warrant, guarantee or represent that the Goods will be dispatched on the same day that, or within any particular time frame after, You receive an Order Confirmation. You acknowledge and agree that dispatch of Your Order may be delayed for any reason, including but not limited to low or high volumes of orders, holidays or a Force Majeure Event. Orders will only be processed and dispatched on Business Days.

(c) Mariella Skin will not be liable for any Claim arising from any delay or failure

to deliver Goods within a specified time period.

(d) Your Goods will be delivered to Your Delivery Address by Australia Post on a Business Day.

(e) Shipping: The Goods will be shipped to Your Delivery Address by standard post. For information regarding shipping, delivery times and tracking Your Order, please see our Shipping Policy.

(f) When delivery occurs: Delivery of the Goods will take place as follows:

(i) Delivery of the Goods will be deemed to have taken place at the earlier of:

a. when receipt has been signed by You (or a third party) at the Delivery Address;

b. when the Goods are left in a reasonably secure state at the Delivery Address; or

c. if You, or a third party nominated by You, are not available to receive your Goods at the Delivery Address at the time of delivery and the Goods are not left at the Delivery Address in accordance with paragraph a or b above when the Goods are delivered to a collection point, such as a post office or newsagency.

(ii) Delivery of the Goods to a third party nominated by You is deemed delivery to You.

(iii) Goods subject to an Order Confirmation may be delivered by separate instalments, with each such instalment delivered and paid in accordance with these Terms.

11. PASSING OF TITLE AND RISK

(a) Passing of risk: Risk in Goods passes to You when the Goods are delivered in accordance with clause 10(f).

(b) Passing of title: Title in Goods supplied You does not pass to You until and upon payment of the price for the Goods has been received in full by Mariella Skin.

12. REFUNDS AND RETURNS

(a) If You have received damaged or faulty Goods, we will refund You the price paid for the Goods or exchange the Goods.

(b) We can only issue You a refund if You have Your receipt or Shipping Confirmation. If You do not have Your receipt or Shipping Confirmation then we will exchange the faulty or damaged Goods.

(c) You can make a return via Post. If you wish to make a return via Post, please

email us with the Order number, pictures of the faulty or damaged Good(s) and Your contact details (including Your Stockist Account name). You will need to post the Goods to the sender address along with Your Order number. If You make a return via post, You agree to package the Goods appropriately to avoid damage during transit.

(d) We will use all reasonable endeavours to process Your return or refund within 5-7 Business Days. However, Mariella Skin does not warrant, guarantee or represent that refunds or returns will be processed within any specific time frame.

(e) Once we have received Your returned Goods, we will assess the defect or fault. If we consider the Goods to be defective or faulty, then we will contact You to arrange a refund or exchange.

(f) Refunds will be processed by the payment method used, and You can make Your return in accordance with clause 12(c) regardless of the payment method used to purchase the Goods. Once we have processed Your refund, You should receive the funds into Your nominated account within 3 to 5 Business Days (however such period will depend on Your bank or institution and is not within the control of Mariella Skin). For refunds for Goods paid for using Afterpay, please visit the Afterpay website and the Afterpay terms and conditions apply.

(g) If You wish to exchange the Goods, we will send to You a replacement. Delivery Charges will not be payable by You for delivery of the replacement Goods to Your Delivery Address.

(h) Please select the Goods You wish to order carefully, as we do not offer refunds or exchanges if You change Your mind about the Goods You have purchased or make an incorrect purchase.

13. WARRANTY

(a) Subject to clause 11 and 12 , to the extent permitted by law:

(i) Mariella Skin shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof except where such loss or damage is due to the negligent, reckless, wilful or fraudulent act or omission of Mariella Skin; and

(ii) no warranties or representations are given or made by Mariella Skin as to the quality or suitability of the Goods for any purpose.

(b) No warranty is given by Mariella Skin as to the effectiveness of any Goods for treating any particular conditions, or skin problems.

(c) The Goods are not manufactured by Mariella Skin. The warranty shall be the current warranty provided by the manufacturer of the Goods.

(c) The use of the Website is at Your own risk. The Website is provided to You “as is” and without warranty as to suitability or fitness for purpose or with any implied warranties. The content on this Website is subject to change without notice.

(d) While Mariella Skin has taken reasonable steps to ensure the information provided via the Website is accurate and up to date, Mariella Skin and Mariella Skin’s officers, employees, contractors or agents make no representations warranties or guarantees in relation to the availability, suitability, continuity, reliability, accuracy, currency or security of this Website.

(e) Mariella Skin is not liable for any Claims arising from Your use of this Website. We do not represent, warrant or guarantee that this Website is free from computer viruses, malicious code or trojans or any other defect or error which may affect Your software or systems. We are not liable for any damage or interference caused to Your computer or computer systems that may occur as a result of Your use of this Website.

14. AUSTRALIAN CONSUMER LAW

(a) The Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth) provides consumer rights and remedies that may not be contracted out of, in part or wholly. Where those consumer rights and remedies apply to the sale of Goods by Mariella Skin to You and cannot be contracted out of, they apply and override any inconsistent provisions in these Terms but only to the extent of the inconsistency.

(b) If You are entitled to a statutory right or term that Mariella Skin is not able to exclude but Mariella Skin is entitled to limit its remedy for a breach of that right or term, then Mariella Skin’s liability for breach of that right or term is limited to (at Mariella Skin’s election):

(i) in the case of Goods, the repair or replacement of the Goods or the supply of substitute goods (or the cost of doing so); or

(ii) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.

(c) Our Goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for

any other reasonably foreseeable loss or damage. You are also entitled to have the Goods repaired or replaced if the Goods fail to be of acceptable quality and the failure does not amount to a major failure.

15. LIABILITY AND INDEMNITIES

(a) Subject to clauses 14 and 15 both You and Mariella Skin are liable for and must indemnify the other from and against any liability and any Claim arising out of or in connection with:

(i) a reckless or wilful act or omission by the party; or

(ii) a breach of law or these Terms by the party.

(b) Subject to clause 15, You are liable for and must indemnify Mariella Skin from and against any liability and any Claim arising out of or in connection with an action brought or threatened against Mariella Skin by any third party (including a Customer) which arises directly or indirectly from:

(i) Your purchase or use of the Goods; or

(ii) a Customer’s purchase of use of the Goods,

except where Mariella Skin is liable to indemnify You under clause 13(a).

(c) To the extent permitted by law, Mariella Skin will not be liable for any Claim in connection with, or arising out of, directly or indirectly:

(i) the negligent or innocent misuse or improper use or application of Goods by You or any third party (including a Customer); or

(ii) the use of Goods not manufactured by Mariella Skin.

(d) Each indemnity in these Terms is a continuing obligation, separate and independent from the other obligations of the parties.

16. LIMITATION OF LIABILITY

To the maximum extent permitted by law the maximum aggregate liability of Mariella Skin to You for any Claim under or relating to these Terms shall be limited to the amount paid by You to Mariella Skin for the Goods pursuant to these Terms.

17. CONSEQUENTIAL LOSS

Under no circumstance shall either You or Mariella Skin be liable for any special or consequential loss suffered including any loss of revenue, loss of profits, loss of contracts, loss of production, increased cost of working capital or business interruption.

18. THIRD PARTY PRODUCTS

Our Website may contain or include references or links to websites, processes, products, services and other information by trade name, trademark, manufacturer, supplier or otherwise. Such references do not constitute or imply endorsement, sponsorship or recommendation by Mariella Skin of those processes, products, services and other information. Mariella Skin is not responsible for their use, content, currency or maintenance.

19. FORCE MAJEURE

If Mariella Skin is restricted or prevented from performing our obligations under these Terms by an event beyond our reasonable control, including but not limited to strikes, lock-outs or other industrial disputes (whether involving our workforce or any other party), pandemics (including the Covid-19 pandemic or any related or similar virus, illness or the effects of such, including any lockdown or restrictive requirement or order of any local, state or commonwealth government authority, department, body or council), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of software, hardware, plant or machinery, fire, flood, storm or default of our suppliers, internet or communication interruptions or viruses in any way whatsoever or howsoever caused (Force Majeure Event) then we will not be liable to You for any Claim You may suffer in connection with that our inability to perform.

20. PRIVACY POLICY

You can obtain a copy of our privacy policy here https://mariellaskin.com.au/wp-content/uploads/2020/08/Privacy-Policy-Mariella-Skin.pdf or by written request to Mariella Skin.

21. WAIVER

A power, right or remedy may only be waived in writing signed by you and us to be bound by the waiver. The non-exercise of, or delay in exercising, any power, right or remedy is not a waiver.

22. ILLEGALITY

Any provision of these Terms which is unenforceable or illegal is deemed severed to not operate until it is enforceable and legal, without affecting the rest of these Terms.

23. GOVERNING LAW AND JURISDICTION

These Terms are governed by the law in force in Western Australia. Mariella Skin and You submit to the non-exclusive jurisdiction of the Courts of Western Australia.

24. INTERPRETATION

In these Terms:

(a) headings are for convenience only and do not affect its interpretation or construction;

(b) the singular includes the plural and vice versa;

(c) “include” and derivatives thereof are not words of limitation;

(d) a reference to a person includes that person’s legal personal representatives, successors and assigns;

(e) reference to parties, clauses or paragraphs, are references to parties, clauses, paragraphs of these Terms;

(f) a reference to any statute or to any statutory provision includes any statutory modification or re-enactment of it or any statutory provision substituted for it, and all ordinances, by-laws, regulations, rules and statutory instruments (however described) issued under it; and

(g) a notice or other communication means a notice or communication in writing in the English language, sent to the email address, fax number or postal address of the recipient Party.

Updated August 2021