Wholesale Terms & Conditions
Introduction
These Wholesale Terms & Conditions (“Terms”) govern the relationship between you (“Stockist”, “you”, or “your”) and YOGA Skincare Australia Pty Ltd (ABN 69 865 404 896) (“YOGA Skincare”, “we”, “us”, or “our”) in relation to the purchase, resale, and marketing of YOGA Skincare products. By applying to become an authorised stockist and placing wholesale orders, you agree to be bound by these Terms.
Background
Please read these Wholesale Terms & Conditions (Terms) and our Privacy Policy carefully, as they govern the purchase, use, and resale of YOGA Skincare wholesale products (Products).
By placing a wholesale order with us, you agree to be bound by these Terms. If you do not agree with any part of the Terms, please refrain from purchasing our Products. We may amend these Terms at any time. Your continued wholesale purchases will constitute acceptance of the updated Terms as they apply from time to time.
1. Stockist Eligibility and Approval
1.1 All stockist applications are subject to review and approval by YOGA Skincare.
1.2 Submission of an application does not guarantee approval. We assess applications to ensure alignment with our ethos, aesthetic, and commitment to conscious beauty.
1.3 YOGA Skincare reserves the right to accept or decline any application at its sole discretion.
2. Access to the Professional Portal and Opening Order Requirements
2.1 Wholesale Ordering
2.1.1 Access to wholesale pricing and product ordering is granted only after your application has been approved.
2.1.2 Upon approval, you will receive login credentials to our Professional Portal, where you can view Opening Order options, product pricing, marketing materials, and professional resources.
2.1.3 A minimum Opening Order pack must be purchased to confirm and maintain your stockist status. This ensures a well-rounded introduction to our range and an elevated brand experience for your clients.
2.1.4 Following your initial Opening Order, you may continue to order individual products as needed, with no lock-in contracts.
2.2 Inactivity and Suspension
2.2.1 Once access to the YOGA Skincare Professional Portal has been granted, you must place your first Opening Order within three (3) months. Failure to do so will result in your stockist account being marked as inactive and your portal access suspended without notice.
Additionally, ongoing access to the Professional Portal requires regular engagement. If no subsequent orders are placed within a six (6) month period, your account may be suspended or permanently deactivated at our sole discretion. Reactivation will be subject to review and approval by YOGA Skincare.
3. Ordering & Payment
3.1 Orders must be placed through our Professional Portal unless otherwise arranged in writing.
3.2 All orders are subject to availability. If an item is out of stock, it will be noted and either backordered or refunded at our discretion.
3.3 Orders may not be cancelled or altered once payment is made. Please review your cart carefully prior to checkout.
3.4 Once an order is placed, you will receive an order confirmation and estimated dispatch timeframe.
3.5 All wholesale orders must be paid in full prior to dispatch.
4. Delivery & Shipping
4.1 YOGA Skincare will arrange delivery of products to the stockist’s nominated address using a reputable courier/delivery service.
4.2 Delivery timeframes may vary depending on stock availability, order size, and destination. While we aim to dispatch orders promptly, we do not guarantee specific delivery dates and are not liable for delays outside our control.
4.3 Shipping costs are calculated at checkout or included in your invoice unless otherwise agreed.
4.4 Risk in the products passes to the stockist upon dispatch. We strongly recommend checking all deliveries upon arrival.
4.5 Any claims for damaged or incorrect goods must be submitted in writing within 3 days of receipt and accompanied by photographic evidence. Claims made outside this period may not be accepted.
4.6 It is the responsibility of the stockist to provide accurate delivery information. Redelivery charges may apply if a parcel is returned due to incorrect address or non-collection.
4.7 You acknowledge that external factors beyond our reasonable control may delay delivery. In such cases, YOGA Skincare will not be liable to you or your customers for any loss, damage, or liability resulting from the delay.
5. Stockist Obligations
As a YOGA Skincare stockist, you agree to the following terms for the purchase, resale, and use of our products:
5.1 Products must be purchased directly through your approved YOGA Skincare Stockist Account for resale or professional use.
5.2 You may only resell products:
(a) in your approved physical studio, salon, spa, or clinic.
(b) via your own branded website (if expressly approved in writing); and
(c) directly to consumers for personal use.
5.3 Resale to third parties or for commercial redistribution is strictly prohibited.
5.4 Selling via third-party platforms (e.g. Amazon, eBay, Etsy, Facebook Marketplace, or Gumtree) is not permitted.
5.5 Products must not be altered, mixed, or combined with other substances or used with unauthorised equipment without prior approval.
5.6 Repackaging, relabelling, or decanting YOGA Skincare products is strictly prohibited.
5.7 Use of YOGA Skincare trademarks and assets is only permitted with prior written approval or via provided stockist materials.
5.8 You must not:
(a) misrepresent yourself as the developer, manufacturer, or exclusive supplier of YOGA Skincare products.
(b) remove, obscure, or modify any copyright, trademark, or proprietary markings on the products or their packaging.
(c) use the Products in a pornographic, defamatory, fraudulent, lewd, obscene or otherwise illegal manner, including but not limited to infringing any third-party intellectual property or privacy rights, whether directly, by association, or by juxtaposition with other services or products.
(d) decompile, disassemble, reverse engineer, or create derivative products from YOGA Skincare formulations.
5.9 In the event of a product recall, quality concern, or compliance issue, you agree to provide reasonable assistance as requested by YOGA Skincare, including but not limited to customer notifications, returns processing, and reporting.
6. Brand Representation & Marketing
6.1 Stockists must accurately represent YOGA Skincare in all marketing, treatment, and retail communications.
6.2 Only official brand imagery, logos, and product descriptions provided by YOGA Skincare may be used in advertising and promotions.
6.3 Unauthorised or misleading claims, modification of packaging, or any form of brand misrepresentation is strictly prohibited.
6.4 All promotional activity must align with YOGA Skincare’s premium brand positioning, tone, and values.
6.5 Stockists must not advertise or sell YOGA Skincare products below the Suggested Retail Price (SRP) listed in the current wholesale price list, except during approved promotional periods.
• Occasional promotional discounts of up to 20% off SRP are permitted only during major retail events (e.g. Black Friday, Boxing Day, End-of-Season Sales), provided the following conditions are met:
• The promotion is clearly time-limited (maximum 7 days unless otherwise agreed in writing).
• The advertised discount does not exceed 20% off the SRP.
• Advertising or selling products at discounts greater than 20% off SRP is strictly prohibited.
• Aggressive or misleading discounting tactics are prohibited.
Breaches of this policy may result in immediate suspension or termination of your wholesale account.
7. Testimonials and Feedback
7.1 By submitting any testimonials, reviews, or feedback (written, verbal, visual, or otherwise), the Stockist confirms that they have obtained prior consent from any individual featured or identified in the content, and grants YOGA Skincare a royalty-free, worldwide, irrevocable license to use such content for promotional and marketing purposes, unless otherwise agreed in writing. This includes (but is not limited to) use on websites, social media, printed material, and other brand-related marketing channels.
8. Sales Channels & Territory
8.1 Products may only be sold through approved channels:
(a) physical studio/spa/clinic.
(b) your own website.
8.2 Sales via third-party marketplaces, discount sites, or unapproved retail partners are strictly prohibited.
9. Product Handling & Storage
9.1 You are responsible for maintaining product integrity through proper storage in a cool, dry place away from sunlight.
9.2 Products must remain in original packaging. Breaking down sets, rebranding, or relabelling is not permitted.
10. Returns, Damages & Claims
10.1 Claims for damaged, defective, or incorrect items must be made in writing within 3 days of receipt and include clear photographic evidence.
10.2 Claims submitted after 3 days may not be accepted.
10.3 Where YOGA Skincare is satisfied that the Products are damaged, defective, or incorrect, we will, at our discretion:
• (a) provide a credit or refund for the affected Products.
• (b) replace the affected Products; or
• (c) arrange for the return of the affected Products at our cost.
• 10.4 If incorrect or surplus Products are received, these must be returned to YOGA Skincare within 8 days of delivery. Return shipping for incorrect or excess items will be covered by us.
• 10.5 All approved returns must be pre-authorised and returned in original, unused condition.
10.4 Returns are not accepted for change of mind or unsold stock.
11. Customer Disputes
11.1 Stockists are responsible for their own customer service and product use support.
11.2 YOGA Skincare is not liable for any client claims or disputes arising between stockists and their customers.
11.3 Stockists must provide accurate product advice and uphold professional standards.
11.4 All liability from customer disputes rests with the stockist.
12. Change of Business Ownership or Structure
12.1 Stockists must notify us within 14 days of any changes in business structure, ownership, trading name, or legal entity.
12.2 A change in ownership will trigger a revaluation of your account.
12.3 Continued access is not guaranteed and is subject to re-approval.
121.4 Transferring or assigning your stockist account without written consent is not allowed.
121.5 We reserve the right to suspend or terminate the account if new ownership does not align with our standards.
13. Compliance & Legal Requirements
13.1 You agree to comply with all relevant laws and regulations regarding the sale, marketing, and use of skincare products in your jurisdiction.
14. Confidentiality
14.1 Wholesale pricing, training materials, protocols, and support resources are confidential and must not be shared outside your organisation.
15. Intellectual Property
15.1 All trademarks, content, and intellectual property remain the exclusive property of YOGA Skincare.
15.2 A limited, revocable license is granted for approved marketing and sales use.
15.3 Unauthorised use of brand assets will result in termination of your account and possible legal action.
16. Termination of Wholesale Agreement
16.1 YOGA Skincare may terminate your account without notice if you:
• Breach these Terms & Conditions
• Misuse brand assets or misrepresent the brand
• Undermine pricing, conduct unapproved promotions
• Display unprofessional or inappropriate conduct
• Are involved in reputational or legal issues
• Fail to order within 6 months (inactivity)
• Enter insolvency, bankruptcy, or liquidation
• Violate laws or regulations
16.2 We may also terminate your account with written notice at our discretion.
17. Price Adjustments
17.1 All wholesale prices and Suggested Retail Prices (SRP) are subject to change without prior notice.
17.2 YOGA Skincare reserves the right to modify product pricing, order minimums, and pack configurations at its sole discretion at any time.
17.3 Any changes to pricing will be updated on our Professional Portal and/or provided in the latest Wholesale Price List. It is the responsibility of the stockist to review current pricing prior to placing an order.
18. Product Changes and Discontinuation
18.1 YOGA Skincare reserves the right to change product formulations, ingredients, packaging, product names, sizing, or configurations at any time without prior notice.
18.2 While we strive to maintain consistency in our product range, such changes may be necessary for reasons including but not limited to ingredient availability, regulatory compliance, product improvements, or branding updates.
18.3 Discontinued products may be removed from the Professional Portal without notice.
18.4 It is the responsibility of the stockist to check the latest product specifications, usage guidelines, and packaging details prior to purchase or promotional use.
19. Limitation of Liability
19.1 YOGA Skincare makes no warranties, express or implied, regarding the suitability of its products for any particular purpose.
19.2 While our formulations are developed with care and quality, results may vary depending on individual skin types, usage methods, and external factors.
19.3 To the extent permitted by law, YOGA Skincare disclaims all liability for any loss, injury, or damage (direct or indirect) arising from the use or misuse of its products.
19.4 In no event shall YOGA Skincare’s liability exceed the purchase price of the products in question.
20. Indemnification
20.1 The Stockist agrees to indemnify and hold harmless YOGA Skincare Australia Pty Ltd, its directors, employees, and affiliates against any claims, liabilities, damages, costs, or expenses (including legal fees) arising out of:
(a) any breach of these Terms and Conditions.
(b) any false or misleading representations or unapproved claims made by the Stockist.
(c) improper or unauthorised use, application, storage, or resale of the products.
21. Force Majeure
21.1 YOGA Skincare shall not be liable for any failure or delay in performance of its obligations under these Terms where such failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, pandemics, supply chain disruptions, shipping delays, labour shortages, government restrictions, war, or natural disasters.
22. Governing Law
22.1 These Terms and Conditions are governed by the laws of the State of Queensland, Australia. Any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of Queensland.
23. No Exclusivity
23.1 Approval as a YOGA Skincare stockist does not constitute a grant of exclusivity in any region or sales territory. YOGA Skincare reserves the right to appoint other stockists, retailers, or distributors at its discretion.
24. Right to Refuse Supply
24.1 YOGA Skincare reserves the right to refuse, cancel, or suspend supply to any stockist at its sole discretion, particularly in cases of non-compliance, ethical concerns, or reputational risk to the brand.
25. Updates to Terms
25.1 YOGA Skincare may update these Wholesale Terms & Conditions at any time. The latest version will always be available on our website.
25.2 Stockists are encouraged to review the Terms periodically to stay informed of any changes.
By becoming a YOGA Skincare stockist, you are joining a network of conscious, professional wellness partners who believe in results-driven, ethical beauty.