Terms and Conditions
1. HOW TO READ THIS AGREEMENT
1.1. MEANING OF CAPITALISED WORDS AND PHRASES
Capitalised words and phrases used in these terms and conditions have the meaning given:
(.a) to that word or phrase in the Key Details;
(.b) by the words immediately preceding any bolded and bracketed word(s) or phrase(s); or
(.c) in the definitions in clause 18 of these terms and conditions.
1.2. ORDER OF PRECEDENCE
(.a) Subject to clause 1.2(b) and unless otherwise expressly stated, in the event of any inconsistency between these terms and conditions and a Consignment Order or Key Details, these terms and conditions will prevail to the extent of such inconsistency.
(.b) Any Special Conditions set out in the Key Details are incorporated in these terms and conditions and will replace and prevail over any other terms to the extent of any inconsistency.
2. TERM
2.1.
(.a) This agreement commences on the Commencement Date and will continue for the Initial Term and any Renewal Term applicable per clause 2(b), unless terminated earlier in accordance with clause 13 (the Term).
(.b) The parties may agree to extend this agreement by mutual agreement, including by conduct that indicates an intention to extend the Term (each a Renewal Term).
(.c) If any Products are supplied after the expiry of the Term without the parties having entered into a replacement agreement or otherwise having expressly agreed in writing that these terms will not apply, the terms of this agreement will continue to apply for that supply.
(.d) The terms of this agreement will continue to apply to any and all Consignment Order Forms agreed to between the parties, without this agreement needing to be provided again to Styling Mrs Oliver.
3. RIGHT to sell products
3.1.
During the Term, the Consignor grants to Styling Mrs Oliver a non-exclusive right to market, distribute and sell the Products to its customers in accordance with this clause 3 and the intellectual property licence in clause 9.
4. ORDERS AND DELIVERY
4.1. ORDERS
(.a) During the Term, Styling Mrs Oliver may order Products from the Consignor on consignment by way of email or using [1] the Consignment Order Form set out at Schedule 1 (Consignment Order). A Consignment Order should set out:
(.a.i) the quantity of the Products required;
(.a.ii) the date for the delivery of the Products; and
(.a.iii) the address for the delivery of the Products.
(.b) The Consignor may reject a consignment order at its discretion. Styling Mrs Oliver will not be obliged to pay for any Products until they have been delivered to and accepted by Styling Mrs Oliver after inspection. Acceptance will be deemed to occur when Styling Mrs Oliver confirms in writing (including by email) that the Products meet the agreed condition and description.
(.c) Consignment Orders placed by Styling Mrs Oliver are incorporated into and form part of this agreement.
4.2. CONSIGNMENT
(.a) Styling Mrs Oliver agrees to hold all Products ordered and delivered under this agreement on consignment for and on behalf of the Consignor until such Products are sold to Styling Mrs Oliver’s customers.
(.b) Styling Mrs Oliver may sell the Products to Styling Mrs Oliver’s customers.
4.3. PRICE FOR PRODUCTS
(.a) [2] The Price payable by Styling Mrs Oliver for all Products sold to its customers (Price) is set out in any price list provided by the Consignor to Styling Mrs Oliver from time to time (Price List). the Consignor reserves the right to update Prices in its sole discretion by providing reasonable notice to Styling Mrs Oliver.
(.b) For the avoidance of doubt, the Price payable for Products under a Consignment Order is the Price as agreed on the Consignment Order Form, unless otherwise agreed in writing.
(.c) Unless otherwise specified by a Recommended Retail Price in the Price List or Consignment Order Form, Styling Mrs Oliver may set the price payable by its own customers in respect of the Products.
(.d) Styling Mrs Oliver may, at its discretion, offer discounts or promotions on the Products, provided that such discounts do not reduce the amount payable to the Consignor below the agreed Price.
4.4. MINIMUM VOLUME
The Consignor may set a minimum volume for any Consignment Orders placed in respect of Products.
4.5. DELIVERY
(.a) The Consignor will deliver Products ordered by Styling Mrs Oliver under this agreement to the Delivery Address or any other delivery address agreed between the parties in writing.
(.b) The Consignor will notify Styling Mrs Oliver of the expected delivery date for any Consignment Orders under this agreement, but Styling Mrs Oliver acknowledges and agrees that any delivery schedule or dates are a guide only and may be subject to change. Unless otherwise explicitly agreed in writing, the Consignor makes no warranties or promises as to the delivery timeframes of any Consignment Orders.
(.c) If the delivery address for Products is different to the Delivery Address set out in the Consignment Order Form, the Consignor may charge Styling Mrs Oliver additional delivery fees.
(.d) Styling Mrs Oliver is responsible for delivery fees within its reasonable control, such as standard courier costs for dispatching Products to customers or returning Products to the Consignor under this Agreement. Styling Mrs Oliver is not responsible for fees or losses arising from courier delays, third-party errors, international customs duties, import taxes, or other charges outside its control (Delivery Fees).
(.e) [3] If the Consignor ships Products directly to customers on Styling Mrs Oliver’s behalf, Styling Mrs Oliver acts solely as an intermediary in arranging such sales and the Consignor is responsible for fulfilment accuracy, packaging and any loss or damage during transit to the customer.
4.6. [4] INSPECTION, ACCEPTANCE AND LIABILITY FOR DEFECTS
(.a) Styling Mrs Oliver must use reasonable endeavours to inspect the Products within a reasonable time after the Products arrive at Styling Mrs Oliver’s designated address (Inspection Period).
(.b) If Styling Mrs Oliver identifies any Products that are damaged in transit or have apparent Defects (Damaged or Faulty Products), Styling Mrs Oliver must notify the Consignor within the Inspection Period, providing reasonable details and photographic evidence where practicable.
(.c) Failure to notify the Consignor of any Damaged or Faulty Products within the Inspection Period does not affect Styling Mrs Oliver’s rights in respect of any Defects that were not reasonably discoverable upon initial inspection, or any Defects arising from the Consignor’s materials, workmanship, or packaging.
(.d) The Consignor remains responsible for any Defects or non-conformities in the Products (including latent Defects) and for any damage or loss arising during shipment to Styling Mrs Oliver.
(.e) Upon notice of any Damaged or Faulty Products, the parties must act in good faith to agree an appropriate remedy. The Consignor will, at its cost and after consultation with Styling Mrs Oliver, either:
(.e.i) replace the Product at the Consignor’s cost;
(.e.ii) issue a credit for the Price of the Product; or
(.e.iii) arrange collection and refund of the Product.
(.f) The Consignor must bear all costs of freight, handling and insurance associated with the return or replacement of any Damaged or Faulty Products.
4.7. RETURN OF UNSOLD STOCK
(.a) The Consignor may, at its discretion and expense, request the return of any unsold Products held by Styling Mrs Oliver on consignment by providing reasonable written notice.
(.b) Styling Mrs Oliver must make any unsold Products reasonably available for collection within a mutually agreed timeframe (not less than 14 days) of written request.
(.c) Styling Mrs Oliver must ensure returned Products are packed appropriately for transit. Risk in the Products passes back to the Consignor once collected by the Consignor or its carrier.
(.d) Unless otherwise agreed, the Consignor bears the cost of collection or return shipping, except where the return is required due to Styling Mrs Oliver’s default or breach. Styling Mrs Oliver is not responsible for delays in return caused by courier availability, public holidays, or other factors beyond its reasonable control.
5. [5] the Consignor OBLIGATIONS
5.1.
(.a) The Consignor warrants that all Products provided for consignment are genuine, in the described condition, and of merchantable quality having regard to their pre-loved nature;
(.b) Where the Consignor provides photographs, descriptions, or other marketing materials for the Products, the Consignor must ensure that such materials are accurate, not misleading and fairly represent the Products’ condition, quality and appearance; and
(.c) Styling Mrs Oliver may edit or supplement any such descriptions or photographs to maintain consistency with the look and feel of its online store, but shall have no liability for any inaccuracy in materials supplied by the Consignor.
6. STYLING MRS OLIVER OBLIGATIONS
6.1.
Styling Mrs Oliver acknowledges and agrees, that unless otherwise agreed in writing:
(.a) Styling Mrs Oliver is not the Consignor’s agent or representative and must not represent itself as such;
(.b) Styling Mrs Oliver must only sell the Products in accordance with any applicable Laws; and
(.c) Styling Mrs Oliver will use reasonable care in photographing, describing and marketing the Products consistent with the general look and feel of its online store and must ensure, to the extent the information is within its knowledge or control, that product descriptions are accurate and not misleading.
7. [6] TITLE, RISK, AND RESPONSIBILITY FOR STOCK
7.1.
(.a) Styling Mrs Oliver holds the Products as bailee and on consignment for the Consignor until the Products are sold to Styling Mrs Oliver’s customers.
(.b) Until Products are paid for in full, title in those Products will be retained by the Consignor.
(.c) Risk in the Products (including risk of loss, theft, or damage) passes to Styling Mrs Oliver when the Products are physically received at Styling Mrs Oliver’s designated address. the Consignor remains responsible for risk during transit. Risk remains with Styling Mrs Oliver only while the Products are in its actual possession or control. Styling Mrs Oliver shall not be liable for loss, damage, or destruction caused by normal handling, minor wear and tear, or events beyond its reasonable control, including third-party courier errors.
(.d) If this agreement is terminated, or if the Consignor requests the return of Products under clause 4.7, Styling Mrs Oliver must make the Products reasonably available for collection. the Consignor shall bear any shipping or collection costs unless Styling Mrs Oliver has materially breached this agreement. Styling Mrs Oliver authorises the Consignor, its employees and agents to retake possession of Products only with reasonable prior notice and during business hours.
(.e) The Consignor may, at its option, keep or resell Products retaken from Styling Mrs Oliver.
(.f) Except for liability for Defects accepted by the Consignor under clause 4.6(d), Styling Mrs Oliver shall only be liable for loss, damage, theft, or destruction of Products to the extent caused by its negligence or wilful misconduct.
8. PRICE AND PAYMENT
8.1. PAYMENT OBLIGATIONS
The Price payable by Styling Mrs Oliver to the Consignor for Products sold by Styling Mrs Oliver to its customers is set out in the Price List, current at the time the Product is reported as sold in the Sales Report. Styling Mrs Oliver must be given at least 14 days’ written notice of any change to the Price List before it applies to new sales.
The Delivery Fees are as notified to Styling Mrs Oliver by the Consignor for each Consignment Order.
The Products are supplied on consignment. Styling Mrs Oliver agrees to pay the Consignor the Price only for Products that have been sold to Styling Mrs Oliver’s customers, as reported in accordance with clause 8.3.
The Delivery Fees (if applicable) are payable in accordance with clause 8.2.
8.2. [7] DELIVERY FEES
(.a) Upon delivery of a Consignment Order, the Consignor will issue Styling Mrs Oliver an invoice for the Delivery Fees.
(.b) Styling Mrs Oliver must pay all Delivery Fees in accordance with an invoice issued under this clause 8.2.
8.3. [8] REPORTING & PAYMENT PROCESS
(.a) Within five (5) Business Days following the end of each calendar month during the Term (Reporting Period), Styling Mrs Oliver must provide the Consignor with a written report detailing:
(.a.i) the quantity of each Product sold to Styling Mrs Oliver’s customers during that Reporting Period (Sold Products);
(.a.ii) the quantity of each Product remaining in Styling Mrs Oliver’s possession as at the end of that Reporting Period; and
(.a.iii) any other information reasonably requested by the Consignor relating to the stock levels and sales (Sales Report).
(.b) Following receipt of the Sales Report, the Consignor will issue Styling Mrs Oliver with a tax invoice for the Price of the Sold Products reported for that Reporting Period, plus any applicable GST.
(.c) Styling Mrs Oliver must pay the amount due under a correctly rendered invoice issued under clause 8.3(b) within thirty (30) days of the date of the invoice, via the payment method specified on the invoice.
8.4. GST
Unless otherwise indicated, amounts payable under this agreement do not include GST. In relation to any GST payable for a taxable supply by the Consignor, Styling Mrs Oliver must pay the GST subject to the Consignor providing a tax invoice.
9. INTELLECTUAL PROPERTY
(Licence) The Consignor grants to Styling Mrs Oliver a worldwide, non-exclusive, royalty-free, non-revocable, non-transferable licence for the duration of the Term to use all Intellectual Property Rights in the Products solely for the purpose of selling the Products to Styling Mrs Oliver’s customers.
1. CONFIDENTIALITY
1.1.
(.a) Each party (Recipient) must keep confidential, and not use or disclose, any Confidential Information of the other party (Discloser) except:
(.a.i) as permitted under this agreement;
(.a.ii) with the prior written consent of the Discloser;
(.a.iii) to the Recipient's officers, employees, agents, contractors or related companies (Representatives) who need to know the information for the purposes of this agreement, provided those Representatives are bound by equivalent confidentiality obligations; or
(.a.iv) where required by law or regulation, or by a governmental or regulatory authority or stock exchange, provided the Recipient gives the Discloser reasonable prior notice (if legally permissible) to allow the Discloser to seek a protective order.
(.b) The obligations in clause 10(a) do not apply to information that:
(.b.i) is or becomes generally available to the public other than as a result of a breach of this agreement or any other obligation of confidence;
(.b.ii) is received from a third party who has the right to disclose it; or
(.b.iii) was independently developed by the Recipient without reference to the Discloser's Confidential Information.
(.c) For the avoidance of doubt, Confidential Information includes, but is not limited to, the terms of this agreement (including pricing), information about products, business strategies, customer lists, operational methods, technical information, and any other information identified as confidential or which ought reasonably to be considered confidential.
2. WARRANTIES
2.1.
(.a) Each party warrants to the other party that as at the date of this agreement:
(.a.i) it is validly existing under the laws of its place of incorporation or registration;
(.a.ii) it has taken all necessary action to authorise its entry into and has the power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement;
(.a.iii) its obligations under this agreement are valid and binding and enforceable against it in accordance with their terms; and
(.a.iv) it has and will at all times comply with all relevant laws, rules, regulations, codes of practice and other requirements relating to, and the sale of, the Products, including that it holds all necessary registrations, permits, licences and other authorisations in respect of the Products (Laws and Authorisations).
(.b) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this agreement are excluded.
(.c) Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL) or any other rights Styling Mrs Oliver may have under any applicable Laws.
3. LIABILITY
3.1. liability
(.a) To the maximum extent permitted by law and subject to clause 12.1(b), the total liability of each party in respect of loss or damage sustained by the other party in connection with this agreement is limited to the amount paid by Styling Mrs Oliver to the Consignor under the most recent Order Form preceding the date of the event giving rise to the relevant liability.
(.b) Clause 12.1(a) does not apply to the Consignor’s liability in respect of loss or damage sustained by Styling Mrs Oliver’s arising from the Consigner’s breach of clauses 4.5.
(.c) Nothing in this clause limits the Consignor’s liability in relation to Defective Products as set out in clause 4.6(d).
3.2. CONSEQUENTIAL LOSS
To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with this agreement, except:
1.
1.1.
(.a) in relation to a party’s liability for fraud, personal injury, death or loss or damage to tangible property; or
(.b) to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth).
2. TERMINATION
2.1. TERMINATION
(.a) Either party may terminate this agreement at any time and for any reason (termination for convenience) by providing written notice to the other party, with termination effective immediately upon receipt of the notice, unless a later date is specified in the notice.
(.b) Without limiting clause 13.1(a), either party (Non-Defaulting Party) may terminate this agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party:
(.b.i) is in breach of this agreement and either:
(.b.i.A) fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or
(.b.i.B) that breach is not capable of remedy; or
(.b.ii) ceases, suspends or threatens to cease or suspend to conduct its business.
2.2. ACCRUED RIGHTS AND LIABILITIES
The expiration or termination of this agreement will not prejudice any accrued rights or liabilities of either party, nor excuse either party from a breach of this agreement occurring prior to expiration or termination of this agreement.
2.3. [9] CONSEQUENCES OF EXPIRATION OR TERMINATION
Upon expiration or termination of this agreement:
(.a) Styling Mrs Oliver will immediately pay the Consignor:
(.a.i) for all Sold Products; and
(.a.ii) any other amount still owing by Styling Mrs Oliver to the Consignor as at the date of termination or expiry of this agreement,
(.b) Styling Mrs Oliver will immediately cease selling any Products and, within 14 days of termination or expiry (or such other period agreed in writing), make all remaining Products in its possession available for collection by the Consignor at Styling Mrs Oliver's premises during business hours, ensuring the Products are properly packed for collection at the Consignor’s expense (unless termination was due to Styling Mrs Oliver default, in which case return costs may be borne by Styling Mrs Oliver); and
(.c) both parties must return to the other party any documents that contain any confidential information of the other party.
2.4. SURVIVAL
Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this agreement will survive and be enforceable after such termination or expiry.
1. if the parties have a dispute
1.1.
(.a) If an issue between the parties arises under this agreement that cannot be resolved day-to-day, the parties will make genuine efforts in good faith to participate cooperatively in mediation, at equal shared expense of the parties.
(.b) The parties will conduct mediation through the Australian Disputes Centre (ADC) and in accordance with the ADC’s Guidelines for Commercial Mediation (as current at the time of the dispute).
(.c) The parties will follow the mediator’s recommendations on the extent of mediation required, and when to stop mediation if the issue cannot be resolved.
(.d) If mediation does not resolve the issue, the parties must:
(.d.i) if they haven’t already done so, engage independent legal representation at their own expense to understand the strength of their arguments; and
(.d.ii) based on that advice, if settlement is not achieved, participate in arbitration (or other dispute resolution mechanism agreed in mediation) through the ADC at equal shared expense.
(.e) The parties will follow the binding outcome of arbitration (or other agreed mechanism).
(.f) Either party may at any time during this process make an offer for settlement. The parties acknowledge and agree it is in their best interests to properly consider all genuine settlement offers. The parties will use best endeavours to avoid litigation and reach a prompt settlement.
(.g) The process in this clause does not apply where a party requires an urgent injunction.
2. NOTICES
2.1.
(.a) Any notices required to be sent under this agreement must be sent via email using the party’s email addresses set out at the beginning of this agreement and the email’s subject heading must refer to the name and date of this agreement.
(.b) If no email address is stated in this agreement, the notice may be sent to the email address most commonly used by the parties to correspond in relation to this agreement at the time the notice is sent.
(.c) The notice will be considered to be delivered 24 hours after it was sent, unless the sender has reason to believe the email failed to send or was otherwise not delivered or received.
3. GENERAL
3.1.
(.a) (governing law & jurisdiction) This agreement is governed by the law applying in New South Wales, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
(.b) (business days) If the day on which any act is to be done under this agreement is a day other than a Business Day, that act must be done on or by the immediately following Business Day except where this agreement expressly specifies otherwise.
(.c) (amendments) This agreement may only be amended in accordance with a written agreement between the parties.
(.d) (waiver) No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
(.e) (severance) Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
(.f) (joint & several liability) An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
(.g) (assignment) A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
(.h) (counterparts) This agreement may be executed in any number of counterparts. Each counterpart constitutes an original of this agreement and all together constitute one agreement.
(.i) (costs) Except as otherwise provided in this agreement, each party must pay its own costs and expenses in connection with negotiating, preparing, executing and performing this agreement.
(.j) (entire agreement) This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
4. INTERPRETATION
4.1.
(.a) (singular and plural) words in the singular includes the plural (and vice versa);
(.b) (gender) words indicating a gender includes the corresponding words of any other gender;
(.c) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(.d) (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(.e) (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(.f) (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(.g) (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(.h) (headings) headings and words in bold type are for convenience only and do not affect interpretation;
(.i) (includes) the word “includes” and similar words in any form is not a word of limitation;
(.j) (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision; and
(.k) (currency) a reference to $, or “dollar”, is to Australian currency, unless otherwise agreed in writing.
[1]Sprintlaw Lawyer
I’ve included the concept of an ‘Order Form’ in this agreement (as set out in Schedule 1). I've said that you will place orders via email or via the consignment form, to give you flexibility.
[2]Sprintlaw Lawyer
I’ve included this provision that consignors will provide you with a price list, including the minimum retail price - please confirm. A consignor may want to include the Price List at Schedule 2. (d) then also provides you with flexibility to allow discounts or promotions (though I understand this will be rare for you).
[3]Sprintlaw Lawyer
I've included this particular sub-clause in case the consignor will ship directly to the customer.
[4]Sprintlaw Lawyer
I've included a process for dealing with defective products which should give you flexibility in this regard.
[5]Sprintlaw Lawyer
To limit your risk, as we discussed, I've drafted this clause to ensure accuracy in the information a consignor provides to you (to avoid issues with describing the quality of items).
[6]Sprintlaw Lawyer
I've drafted this clause, with respect to the passing of risk, to be fair but slightly favourable to you as the consignee.
The document you shared with us provided that ownership is transferred to you once in your possession, though this isn't generally how a consignment arrangement works.
Please review and let me know if you have any questions.
[7]Sprintlaw Lawyer
Please confirm this is the correct process for delivery fees or whether these should be paid for by the consignor.
[8]Sprintlaw Lawyer
I've included a clause setting out a typical reporting and payment process for consignment agreements. Please take a look and let me know if you would prefer to do things any differently.
[9]Sprintlaw Lawyer
On termination/expiry of this agreement, you'll be required to return all unsold products to the consignor, and immediately pay them for all sold products.
If you're required to ship product back to the consignor (where the consignor has terminated), they will cover the cost. Please let me know if any part of this is not reflective of your intentions.
1. DEFINITIONS
1.1.
A term or expression starting with a capital letter which is defined below has the meaning given to it in the following:
Term
Meaning
Business Day
A day (other than a Saturday, Sunday or any other day which is a public holiday) on which banks are open for general business in Sydney, Australia.
Commencement Date
The date of the last party to this agreement signs this agreement.
Confidential Information
Means any information of a confidential nature disclosed by one party to the other party in connection with this agreement, whether orally, in writing, or in electronic form, including but not limited to the information described in clause 10(c).
Consignment Order
The meaning given to it in clause 4.1(a).
Defect
A flaw or imperfection in a Product existing at the time of manufacture that prevents the Product from being reasonably fit for its intended purpose or meeting agreed specifications, excluding damage caused after delivery to Styling Mrs Oliver.
Delivery Address
In respect of an Order, the address for delivery specified in that Order.
Delivery Fees
The meaning given to it in clause 4.5(d).
Inspection Period
The meaning given to it in clause 4.6.
Intellectual Property Rights
All copyright, trade mark, design, patent, semiconductor and circuit layout rights, trade, business, company and domain names, confidential and other proprietary rights, and any other rights to registration of such rights whether created before or after the date of this agreement both in Australia and throughout the world.
Key Details
The table set out at the beginning of this agreement titled “Key Details”.
Laws
Any applicable legislation, regulation, by-law, ordinance or subordinate legislation in force from time to time in the relevant jurisdictions where the Products are supplied or received and includes any industry codes of conduct.
Personnel
In relation to a party, its representatives, employees, secondees, agents and subcontractors (who are individuals), including employees and contractors (who are individuals) of subcontractors.
Price
The Price payable by Styling Mrs Oliver to the Consignor for each Product sold, as set out in the Price List to Styling Mrs Oliver, as amended from time to time in accordance with clause 4.3(a).
Price List
The Price List set for Products set out at Schedule 2.
Products
The Products sold by the Consignor as set out in Schedule 1.
Sales Report
The meaning given to it in clause 8.3(a).
Sold Products
The meaning given to it in clause 8.3(a)(i).