These Terms of Business (“Terms”) govern the wholesale supply relationship between Skin Theorie Pty Ltd (ABN 26 690 526 599) (“Skin Theorie”, “we”, “us”) and any approved wholesale partner (“Stockist”, “Partner”, “you”). By placing a wholesale order or executing a Partner Application, you agree to be bound by these Terms in full.

1. Definitions

In these Terms, unless the context requires otherwise:

• “Agreement” means these Terms together with any approved Partner Application, order confirmation, or written correspondence between the parties.
• “Goods” means any products supplied by Skin Theorie under these Terms, including all products in the Luminary Collection.
• “MOQ” means the Minimum Order Quantity applicable to the Partner’s tier as set out in the current Wholesale Pricing Guide.
• “Opening Order” means the first wholesale order placed by a Partner following approval of their Partner Application.
• “Partner Application” means the written application submitted by a prospective Partner and approved by Skin Theorie.
• “Partner Tier” means the tier assigned to a Partner (Stockist, Preferred Partner, Elite Partner, or Exclusive Partner) as set out in the current Wholesale Pricing Guide.
• “Pricing Guide” means Skin Theorie’s current Wholesale Pricing Guide, as updated from time to time with 60 days’ notice.
• “RRP” means the Recommended Retail Price of a product as listed on the Skin Theorie website.
• “Wholesale Price” means the price at which Skin Theorie supplies Goods to a Partner, as set out in the Pricing Guide applicable to that Partner’s tier.

2. Partner Application & Approval

1. All applications to become a Skin Theorie wholesale partner must be submitted in writing to hello@skintheorie.com.au or via the online Partner Application form and are subject to approval at Skin Theorie’s sole discretion.
2. Skin Theorie reserves the right to decline any application without providing reasons. Approval of an application does not guarantee ongoing supply.
3. A Partner’s tier is assigned by Skin Theorie at the time of approval and may be reviewed at each account anniversary or upon material change in the Partner’s ordering volume.
4. Partners must not misrepresent themselves, their business type, retail environment, or intended use of Goods in connection with an application.
5. These Terms become binding upon the Partner’s submission of an Opening Order or execution of a Partner Application, whichever occurs first.

3. Orders & Minimum Order Quantities

1. All orders must be placed in writing (email or approved order form) and are subject to acceptance by Skin Theorie.
2. The Opening Order must meet the MOQ applicable to the Partner’s assigned tier. Orders below the applicable MOQ will not be accepted.
3. Reorder MOQs apply to all subsequent orders after the Opening Order. Reorder MOQs are set out in the current Pricing Guide.
4. Orders are not binding on Skin Theorie until confirmed in writing. Skin Theorie may decline or adjust any order that cannot be fulfilled due to stock availability.
5. Skin Theorie will use reasonable endeavours to fulfil orders within the timeframes communicated at the time of order, but does not guarantee delivery by any specific date.
6. Partners may not on-sell Goods to other wholesale buyers or resellers without prior written consent from Skin Theorie.

4. Pricing

1. Wholesale pricing is as set out in the current Pricing Guide applicable to the Partner’s tier. All prices are in Australian Dollars (AUD) and are exclusive of GST unless otherwise stated.
2. GST will be added to all invoices at the applicable rate. Partners registered for GST may claim the GST component on their Business Activity Statement.
3. Skin Theorie reserves the right to review and adjust wholesale pricing annually. Partners will receive a minimum of 60 days’ written notice of any price increase.
4. Promotional or seasonal pricing offered by Skin Theorie is available to Preferred, Elite, and Exclusive Partners only, unless otherwise communicated in writing.
5. Partners must not publicly advertise Goods below the applicable RRP without prior written consent from Skin Theorie.

5. Payment Terms

1. Opening Orders must be paid in full prior to dispatch of Goods.
2. Reorder payment terms for Preferred, Elite, and Exclusive Partners are Net 14 days from invoice date, subject to account standing and Skin Theorie’s approval.
3. Payment must be made by Electronic Funds Transfer (EFT) to the bank account nominated on the invoice, or by credit card subject to a 1.5% processing surcharge.
4. Invoices not paid by the due date will accrue interest at the rate of 2% per month on the outstanding balance. Skin Theorie reserves the right to suspend supply to Partners with overdue accounts.
5. Title to Goods does not pass to the Partner until full payment has been received by Skin Theorie. Risk passes to the Partner upon dispatch.
6. Partners may not withhold or set off payment against any amount claimed to be owed by Skin Theorie without prior written agreement.

6. Delivery & Shipping

1. Goods will be dispatched from Skin Theorie’s nominated fulfilment location. Delivery is to the address nominated in the Partner’s order.
2. Shipping and handling costs are charged to the Partner at cost and are itemised on the invoice unless otherwise agreed in writing.
3. Delivery timeframes are estimates only. Skin Theorie is not liable for delays caused by third-party carriers, customs, or events outside its reasonable control.
4. Partners must inspect Goods upon delivery and notify Skin Theorie of any damage, shortage, or discrepancy within 48 hours of receipt. Claims made outside this period may not be accepted.
5. Where Goods are lost or damaged in transit, the Partner must notify Skin Theorie promptly. Skin Theorie will assist the Partner in lodging a claim with the carrier where applicable.

7. Returns & Refunds

1. Skin Theorie does not accept returns of Goods that have been correctly supplied in accordance with the Partner’s order, except as required by the Australian Consumer Law.
2. If Goods are found to be defective, incorrectly supplied, or damaged in transit (notified within the period set out in clause 6.4), Skin Theorie will, at its election, replace the Goods or issue a credit note.
3. Goods that have been opened, used, relabelled, or damaged by the Partner are not eligible for return or credit.
4. Returns must be approved in writing by Skin Theorie prior to dispatch. Unapproved returns will not be accepted and will be returned to the Partner at their cost.
5. Nothing in these Terms limits the Partner’s rights under the Australian Consumer Law, including any rights to a remedy for major failures of goods.

8. Intellectual Property & Brand Standards

1. All intellectual property rights in the Skin Theorie brand, trademarks, logo, product names, images, copy, and packaging remain the exclusive property of Skin Theorie.
2. Skin Theorie grants Partners a limited, non-exclusive, revocable licence to use Skin Theorie’s brand assets solely for the purpose of promoting and selling Goods in accordance with these Terms.
3. Partners must use only brand assets provided or approved by Skin Theorie. Partners must not alter, distort, or misrepresent the Skin Theorie brand, logo, or product imagery.
4. Partners must not make any claims about the Goods that are inconsistent with Skin Theorie’s approved product descriptions, including claims regarding therapeutic or medical benefits not supported by Skin Theorie.
5. Partners must present and merchandise Goods in a manner consistent with the premium positioning of the Skin Theorie brand. Skin Theorie may provide merchandising guidelines from time to time.
6. Social media and digital promotion of Goods must accurately represent the products and brand. Partners must not use misleading imagery or claims.
7. Upon termination or expiry of the partnership, the Partner’s licence to use Skin Theorie brand assets ceases immediately.

9. Exclusivity

1. Postcode exclusivity is available to Elite and Exclusive Partners upon request and at Skin Theorie’s sole discretion.
2. Where exclusivity is granted, Skin Theorie will not knowingly supply the same Goods to another Partner with a physical retail presence within the agreed postcode(s) during the exclusivity term.
3. Exclusivity is conditional on the Partner maintaining their applicable MOQ on a rolling 12-month basis. Failure to meet MOQ requirements may result in exclusivity being withdrawn with 30 days’ written notice.
4. Exclusivity does not apply to Skin Theorie’s own direct-to-consumer sales channels, including skintheorie.com.au and any marketplace listings operated by Skin Theorie.
5. Exclusivity terms are documented in a separate Exclusivity Schedule and form part of the Agreement when executed by both parties.

10. Confidentiality

1. Each party agrees to keep confidential all information received from the other party that is designated as confidential or that a reasonable person would consider confidential, including wholesale pricing, business plans, and product development information.
2. The Partner must not disclose Skin Theorie’s wholesale pricing to any third party, including on public-facing websites, price comparison tools, or social media.
3. Confidentiality obligations survive the termination or expiry of the Agreement for a period of two (2) years.

11. Compliance & Partner Conduct

1. Partners must comply with all applicable Australian laws and regulations in connection with the sale and promotion of Goods, including the Australian Consumer Law, therapeutic goods advertising standards, and the Therapeutic Goods Act 1989 where applicable.
2. Partners must not disparage, defame, or make negative public statements about Skin Theorie, its products, or its founders.
3. Partners must not engage in any conduct that, in Skin Theorie’s reasonable opinion, could damage the reputation, goodwill, or premium positioning of the Skin Theorie brand.
4. Partners must not sell Goods through online marketplaces (including Amazon, eBay, and similar platforms) without prior written approval from Skin Theorie.
5. Partners must not sell Goods outside their approved territory without prior written consent.

12. Termination & Suspension

1. Either party may terminate the Agreement by providing 30 days’ written notice to the other party.
2. Skin Theorie may terminate or suspend the Agreement immediately, without notice, if the Partner:
   • fails to pay any invoice by its due date and does not remedy the failure within 7 days of written notice;
   • breaches any material provision of these Terms and fails to remedy the breach within 14 days of written notice;
   • becomes insolvent, bankrupt, or enters into voluntary administration or liquidation;
   • acts in a manner that Skin Theorie reasonably considers brings the brand into disrepute.
3. Upon termination, the Partner must immediately cease use of all Skin Theorie brand assets and return or destroy any confidential information held.
4. Outstanding invoices remain payable upon termination regardless of the reason for termination.
5. Termination does not affect any rights or obligations accrued prior to the date of termination.

13. Limitation of Liability

1. To the maximum extent permitted by law, Skin Theorie’s total liability to a Partner for any loss or damage arising from or in connection with the supply of Goods or the Agreement is limited to the value of the Goods giving rise to the claim.
2. Skin Theorie is not liable for any indirect, consequential, special, or economic loss suffered by the Partner, including loss of profit, loss of revenue, or damage to reputation.
3. Nothing in these Terms excludes, restricts, or modifies any guarantee, right, or remedy conferred on the Partner under the Australian Consumer Law that cannot be excluded.

14. Dispute Resolution

1. The parties agree to attempt to resolve any dispute arising under or in connection with this Agreement in good faith through direct negotiation before initiating any formal legal proceedings.
2. If a dispute is not resolved within 30 days of written notice from one party to the other, either party may refer the matter to mediation administered by a mutually agreed mediator.
3. Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court of competent jurisdiction.

15. Governing Law

1. These Terms are governed by the laws of South Australia, Australia. Each party submits to the non-exclusive jurisdiction of the courts of South Australia.
2. If any provision of these Terms is found to be unenforceable, the remaining provisions continue in full force and effect.
3. These Terms constitute the entire agreement between the parties in relation to the wholesale supply of Goods and supersede all prior negotiations, representations, or agreements.

16. Amendments

1. Skin Theorie may amend these Terms at any time by providing 30 days’ written notice to all active Partners. Continued placement of orders after the effective date of amendments constitutes acceptance of the updated Terms.
2. No variation to these Terms is effective unless made in writing and signed by an authorised representative of Skin Theorie.

---

Partner Acknowledgement
By placing a wholesale order or executing a Partner Application, the Partner acknowledges that they have read, understood, and agree to be bound by these Terms of Business.