Terms and Conditions

i. “Broers Products”, being products listed on the Website and supplied by Broers; and

ii. “Approved Supplier Products”, being products listed on the Website and supplied by our approved third-party suppliers (“Approved Suppliers”) together (“Products”) to customers (“Customers”) via their own sales channel. Broers Products are warehoused and delivered by Broers (or its partners), and Approved Supplier Products are warehoused and delivered by Approved Sellers (or their partners). In either case, you order the Products from Broers through the Website, and the Products are delivered directly to your customers.

• If you become an Approved Reseller, you may obtain Product information via the Website for the purposes of marketing and reselling the Products through your sales channels (see further below in relation to “Broers Content”). Broers also provides or procures warehousing, picking, packing and delivery services for orders submitted by you on behalf of your Customers (together with access to and use of the Website and Broers Content (the “Services”).

• Access to and use of the Website, or any of its associated Products and/or Services, is provided by Broers unless otherwise specified. Please read these Terms carefully. By using, browsing, reading and/or creating an Approved Reseller account on the Website, this signifies that you have read, understood and agree to be bound by these Terms. If you are not an Approved Reseller and do not agree with the Terms, you must cease using the Website immediately. If you are an Approved Reseller and do not agree with the Terms (including as updated under Clause 1 below), you must cease using the Website and any Services immediately and provide notice of termination of your Approved Reseller Account to Broers in accordance with these Terms.

• Broers reserve the rights to review and change any of the Terms from time to time by updating this page at its sole discretion and the current version of the Terms will always be displayed on this page of the Website. When Broers updates the Terms, it will use reasonable endeavours to provide you with advance notice of updates to the Terms. Any changes to the Terms take immediate effect from the date of publication. Before you continue, we recommend you keep a copy of the Terms for your records.

• To access and use the Services, a prospective reseller must register and create an account with Broers by making an application via the online form on the Website.

• The applicant warrants that it provides true, accurate and complete information in its application to enter into these Terms with Broers.

• Upon receiving the application, Broers may accept the application, reject the application, or request further information from the applicant.

• If the application is accepted, the applicant will be an “Approved Reseller” and given access to Services as an Approved Reseller and agrees to be bound by the Terms.

• You may not access the Services and may not accept the Terms if you are not of legal age to form a binding contract with Broers. When you become an Approved Reseller, you enter into a binding agreement with Broers which consists of these Terms, the application and any appendices to these Terms provided by Broers and accepted by you from time to time.

• You must comply with all laws in relation to your use of the Services including the laws of Victoria, Australia, and any local laws if you are located outside Australia.

• Access and use of the Website is limited, non-transferable and allows for the sole use of the Website by the Approved Reseller for the purposes of Broers providing the Services.

• The Approved Reseller is responsible for all activity on its Approved Reseller Account and the entity to which the Approved Reseller Account is registered is responsible for all amounts payable in respect of the Approved Reseller Account.

• The Approved Reseller has the sole responsibility for protecting the confidentiality of its password and must ensure that the Services are kept secured from unauthorised access, use or modification. Use of the password by any other person may result in the immediate cancellation of the Services. The Approved Reseller agrees to immediately notify Broers of any unauthorised use of its password or any breach of security of which it becomes aware. The Approved Reseller remains responsible for the Approved Reseller Account until such notification is received.

• The Approved Reseller must not:

i. “crawl”, “scrape”, or “spider” any page in connection with the Products and/or Services or reverse engineer or attempt to obtain the source code of the Services;

ii. violate any laws in connection with its use of the Services. This includes any local, state, federal or international law that applies to either the Approved Reseller or Broers;.

iii. use the Services or Website for any illegal and/or unauthorised use which includes collecting email addresses of other resellers or customers by electronic or other means for the purposes of sending unsolicited email or unauthorised framing or linking to the Website;

iv. use the Services to commit any fraud or fraudulent transaction and must immediately contact Broers if it believes or suspects the occurrence of any fraud;;

v. provide access to or use of any Services to any third party;

vi. introduce any computer virus, backdoor, time bomb, trojan horse, malware or other harmful computer code into any of its Services;

vii. interfere with or disrupt the integrity or performance of the Service; or

viii. upload any materials to the Service which are defamatory, obscene, unlawful or infringe the rights of any person (including privacy rights and intellectual property rights).

• Access and use of the Website is limited, non-transferable and allows for the sole use of the Website by the Approved Reseller for the purposes of Broers providing the Services.

• All orders for Products placed by the Approved Reseller must be in the form prescribed by Broers from time to time (“Order”).

• Once an Order is placed, it is non-cancellable and non-refundable subject to our Warranty and Returns policy. However, an Order may be cancelled within five (5) minutes of being placed and if the Order is successfully cancelled, there will be an alert to that effect. If the Order is received by the office management system or warehouse management system, the Approved Reseller will need to contact our customer service for return to sender and a restocking fee of 10% of the total price (including shipping) will be deducted from the refund.

• The Approved Reseller acknowledges that the prices set by Broers for all Products on the Website include the total cost of the Product and the service fee for your use of the Website. The Approved Reseller is free to charge any price for that product to the Customer.

• Broers will make available to the Approved Reseller information in relation to the Products and Services, including but not limited to Product pricing, images, delivery charges, order forms, tracking, inventory and Product descriptions and dimensions (“Broers Content”) via a datafeed on the Website (“Datafeed”). Broers will use reasonable endeavours to ensure that the Broers Content is up-to-date. However, the Approved Reseller acknowledges that certain information may not be available instantaneously.

• Product prices in the Datafeed are the current prices as at the date on which the Approved Reseller places an Order with Broers, regardless of whether such price may only be temporary or transitory in nature.

• At any time, Broers may vary any Broers Content (including Product and delivery charges). Broers will provide written notice of such changes prior to their taking effect. It is the Approved Reseller’s responsibility to update any Broers Content used on its selling channels. If the Approved Reseller does not agree to any change, then the Approved Reseller must notify Broers and immediately remove the relevant Broers Content from its websites.

• The Approved Reseller acknowledges and agrees that the information in Product Listings and Broers Content has been sourced from third party manufacturers and suppliers (including Approved Suppliers). With respect to Approved Supplier Products, Broers will use reasonable endeavours to ensure the accuracy and completeness of such information but does not warrant the accuracy or completeness of the information. With respect to Approved Supplier Products, Broers requires Approved Suppliers to provide complete and accurate information. However, Broers is not responsible for such information and does not warrant the accuracy or completeness of such information.

• All pricing and delivery charges will be quoted in Australian dollars (AUD) and are to be paid in Australian dollars.

• Unless otherwise stated, all prices and delivery charges payable to Broers are inclusive of GST as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

• If GST is payable on the supply, the Approved Reseller must pay to Broers an amount equal to the GST payable at the time of payment in addition to all prices and delivery charges.

• Broers must deliver a tax invoice or adjustment note in relation to the Approved Reseller as the recipient of a taxable supply before Broers is entitled to any amount for GST.

• Payment for Orders must be via PayPal before they are dispatched in accordance with Clause 8.

• The Approved Reseller acknowledges and agrees that Broers may at any time set-off amounts owed by the Approved Reseller to Broers against any amount owed by Broers to the Approved Reseller (in either case, including any amount due and payable), whether under these Terms or otherwise. Any exercise of such right of set-off by Broers under this clause is without prejudice to any other rights or remedies which Broers may have under these Terms or otherwise.

• The Approved Reseller acknowledges and agrees that:

i. in relation to the customer, the Approved Reseller transact directly with the Customer and neither Broers nor any Approved Supplier has any relationship with the Customer, other than to deliver Products to that Customer on behalf of the Approved Reseller;

ii. neither Broers nor any Approved Supplier is party to any transaction between the Approved Reseller and a Customer. Any such transaction must not conflict with the Approved Reseller’s obligations to Broers under these Terms. To the extent of any inconsistency with a Customer transaction, these Terms will prevail; and

iii. the Approved Reseller will ensure that the relevant Customer does not make any claim against Broers or any Approved Supplier, and indemnifies Broers from and against any loss, cost or expense suffered or incurred by Broers in managing and defending any such claim.

• The Approved Reseller sets its pricing for Customers in its sole and absolute discretion.

• The Approved Reseller, and not the Customer, must liaise with Broers with respect to all Product enquiries or issues.

• Broers customer service is available to liaise with Approved Resellers for after -sales support. Approved Resellers may contact their account manager for other queries. All queries should be submitted to info@edrop.com.au.

• Broers or the relevant Approved Suppliers (for the purpose of this Clause 8, the “Shipper”) will deliver or arrange for the delivery of the Products to the nominated address of the Customer, as stated in each Order.

• Orders will be packaged in appropriate standard outer boxes or bags, depending on the type of Product, to allow for a safe transit of the Product to the Customer.

• The Approved Reseller acknowledges and agrees that the Shipper may use its own packing and shipping materials including its own branded outer boxes.

• The Shipper may arrange transport by any such means and engage any such couriers or delivery services in its absolute discretion, subject to any special delivery arrangements specified in the Order. The Shipper may also either adjust the delivery charges or refuse delivery of an Order to an area considered by the Shipper, in its reasonable opinion, as remote.

• The Shipper will use its reasonable endeavours to process and dispatch the Order within two (2) business days from the date on which Broers receives an Order.

• The Shipper will not:

i. Deliver or supply Products to Customer’s PO boxes

ii. Permit or allow the Approved Reseller or Customer to arrange for the Products to be picked up or collected from the Shipper’s premises.

iii. The Shipper will use its reasonable endeavours to process and dispatch the Order within two (2) business days from the date on which Broers receives an Order.

iv. The Shipper will use its reasonable endeavours to process and dispatch the Order within two (2) business days from the date on which Broers receives an Order.

• Broers will handle any delays or damage to deliveries in accordance with its Warranty and Return Policy available on the Website under ‘My Account’.

• The Approved Reseller agrees to indemnify and hold harmless Broers from and against all liabilities relating to or in connection with fraudulent Orders, cancellation of Orders, the Customer or Approved reseller supplying an incorrect address information, or (subject to the Warranty and Returns Policy), the Customer’s refusal to accept the delivery for change of mind reasons.

• Title and risk in and to the Products is transferred to the Approved Reseller on payment of the applicable Order by the Approved Reseller.

• The Approved Reseller agrees to take all risks and responsibilities in connection with the delivery of the Products until such time the Products are delivered to the Customer.

• In the event of a shortage in the stock levels of a particular Product, Broers will as soon as reasonably practical inform the Approved Reseller of such shortage via Datafeed.

• Broers may without incurring any liability cancel an Order which has been placed by You due to stock shortages, in which case Broers will notify you and provide a refund.

• Broers can discontinue or vary any of the Products or Services at any time and will not be liable to the Approved Reseller for any direct or consequential loss, including the Approved Reseller's ability to generate revenue through the Products and/or Services.

• Without limiting any of the Approved Reseller's rights under the Australian Consumer Law (contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth) ("ACL")), Broers warrants that each Product will be free from defects in materials, design and workmanship for the period described in the Product listing ("Warranty").

• The Warranty period will commence as of the date on which Broers dispatches the Order from its premises and will generally last for a 12-month period. However, certain Products are provided with a different Warranty period as specified on the Product listing. The Warranty will run alongside any other warranties or guarantees given by the manufacturer or supplier of the Product.

• All refunds and returns, including for change of mind, are subject to Broers’ Refund Policy as set out on the Website.

• All intellectually property rights (including copyright, patents, and rights in respect of trademarks and inventions) subsisting in or to the Website (including but not limited to text, graphics, logos, button icons, video images, audio clips, code, scripts, design elements and interactive features), Services, Broers Content and Products are, as between Broers and the Approved Reseller, owned or licensed by Broers.

• Broers grants you a limited, personal, non-exclusive, royalty-free, revocable licence for the duration of these Terms to:

i. use the Website pursuant to these Terms; and

ii. if you are an Approved Reseller, access the Services and use the Broers Content for the sole purpose of marketing, retailing, and on-selling the Products.

• With respect to Broers Content, you:

i. may only use such content for the purpose of marketing Products acquired from Broers (and no other supplier);

ii. must use the Broers Content in accordance with any guidelines published or provided by Broers from time to time;

iii. must use the most recent version of Broers Content provided for each Product; and

• On termination of these Terms, you must immediately cease using all Broers Content and permanently delete all copies of Broers Content stored on any device or otherwise in your possession or control and provide written confirmation to Broers that this has been completed.

• Broers retains all rights, title, and interests in and to the Website, the Broers Content and all related Services. Nothing in these Terms will transfer any:

i. business name, trading name, domain name, trademark, industrial design, patent, registered design, or copyright, or

ii. a right to use or exploit a business name, trading name, domain name, trademark, or industrial design, or

iii. a thing, system or process that is the subject of a patent, registered design, or copyright (or an adaptation or modification of such a thing, system, or process), to you.

• You acknowledge that all rights, title, interests, and remedies in or arising out of the use of any and all of the Broers Content provided by Broers, including derivative works, are the exclusive property of and will remain the exclusive property of Broers. If you become aware of any person making any unauthorised use of Broers Content which is provided to you, you must inform us promptly and cooperate with us in any investigation into such misuse.

• You may not, without the prior written permission of Broers and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show, or play in public, adapt, or change in any way the Broers Content or any part of the Services for any purpose, unless otherwise provided by these Terms.

• Broers takes privacy seriously and any personal information provided through the use of the Website and/or Services is subject to Broers’ Privacy Policy, which is available on the Website.

• As part of the registration process as an Approved Reseller, or as part of its continued use of the Services, an Approved Reseller may be required to provide personal information about individuals, its business and about Customers to whom the Products are sold, including:

i. Company name

ii. Australian Business Number

iii. Name

iv. Mailing address

v. Email address

vi. Telephone number

vii. Selling channels and website URLs

• The Approved Reseller warrants that any information provided to Broers in the course of completing the registration process and in using the Services is accurate, correct and up to date. Where third party personal information is provided to Broers, the Approved Reseller warrants that it has the necessary consents to do so and for Broers to disclose that information to third parties (such as Authorised Suppliers) in accordance with Broers’ privacy policy, under applicable privacy laws in including the Privacy Act 1988 (Cth).

• Broers may use any personal information of Customers for its internal business purposes and to market Broers products to Customers. The Approved Reseller must notify Customers in its terms and conditions of sale and privacy policy or notices that (i) it discloses the Customer's personal information to Broers for the purpose of order fulfilment, and (ii) Broers will handle the Customer's personal information in accordance with Broers’ privacy policy which is available at https://www.dropshipzone.com.au/privacy_statement.

• The Approved Reseller must hold in the strictest confidence all confidential information (being any information disclosed by Broers in connection with these Terms which is designated as confidential or which is by its nature confidential) and not disclose or permit or cause confidential information to be disclosed to any person other than any of its personnel who require confidential information for the purposes of using the Services, unless such information:

i. becomes generally available to the public other than as a result of the breach of this clause 8; or

ii. is required to be disclosed in order to comply with relevant laws or legally binding order of a court or government agency, provided that the Approved Reseller has first provided full details of the proposed disclosure to Broers and provided Broers with an opportunity to object to the proposed disclosure.

• Nothing in the Terms limits or excludes any guarantees, warranties, representations, or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

• Unless expressly specified otherwise in these Terms, to the maximum extent permitted by law:

1. all terms, guarantees, warranties, representations, or conditions in connection with these Terms or any Products or Services are excluded; and

2. Broers and Approved Suppliers will not be liable for:

A. any special, direct, indirect or consequential loss or damage;

B. loss of profit or opportunity, loss of revenue, loss of sales, loss of data, loss of anticipated savings or wasted expenditure;

C. damage to goodwill;

D. losses arising from the unavailability of, or your inability to use any Products or Services; or

E. any losses arising from not being able to use the Services or the late supply of the Products or Services, suffered or incurred by you or any Customer in connection with the Products or Services, whether arising at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

• To the extent permitted by law, Broers’ total liability arising out of or in connection with the Products or Services or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the amount you have paid to us for the relevant Product or Service.

• To the maximum extent permitted by law, Broers disclaims, and does not make, any representation, warranty or guarantee of any kind in respect of the Services including without limitation any representation or warranty

(i) that they are free of viruses or other harmful components;

(ii) that your use of the Services will be secure, uninterrupted or error-free; or

(iii) as to the suitability or availability of the Services.

• The Terms will continue to apply until terminated by either you or by Broers as set out below:

i. by either party for any reason by giving 14 days' written notice of termination; or

ii. (by either party with immediate effect if the other party breaches a material term which is not remedied within 14 days of written notice, or the breach is otherwise incapable of remedy.

• Broers will fulfil all Orders submitted by Approved Resellers through the Website, which were submitted prior to termination provided the Approved Reseller has paid all outstanding amounts owed to Broers.

• Any notice should be sent, in writing, to Broers to our representatives under clause 7.

• To the extent permitted by law, Broers reserves the right to discontinue or cancel an Approved Reseller account at any time and may suspend or deny, in its sole discretion, access to all or any portion of the Website or the Services without notice if you breach any applicable law or provision of these Terms, your conduct adversely impacts Broers’ name or reputation, your conduct violates the rights of another party, you fail to make a payment of an amount owed to Broers by the due date or you otherwise become insolvent.

• Broers reserves the right to cancel an Approved Reseller's account if it remains inactive for three (3) months.

• A party's failure or delay to exercise a power or right does not operate as a waiver of that power or right.

• The exercise of a power or right does not preclude:

i. Its future exercise; or

ii. The exercise of any other power or right.

• Broers may subcontract any of the Services at its absolute discretion.

• No right or interest in the Terms will be assigned, nor any obligation delegated by the Approved Reseller without Broers’ prior written permission.