Distributor Terms & Conditions
TERMS AND CONDITIONS FOR DISTRIBUTORS
THESE TERMS AND CONDITIONS FOR DISTRIBUTORS (“DISTRIBUTORS TERMS”) CONTAIN VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ THESE WHOLESALE TERMS CAREFULLY.
THESE WHOLESALE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
BECOMING A DISTRIBUTOR FOR PILATES DIRECT, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THESE TERMS, AND YOU ACCEPT AND ARE BOUND BY THESE DISTRIBUTOR TERMS. YOU AFFIRM THAT IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE DISTRIBUTOR TERMS.
IN ACCEPTING THESE TERMS, YOU ARE AGREEING AS WELL TO OUR PRIVACY POLICY WHICH TOGETHER, GOVERN OUR RELATIONSHIP WITH YOU. IN THE EVENT THESE DISTRIBUTOR TERMS CONTRADICT ANY TERMS WITHIN THE PRIVACY POLICY, TERMS AND CONDITIONS FOR PURCHASE THESE DISTRIBUTOR TERMS SHALL PREVAIL.
YOU MAY NOT ORDER OR OBTAIN GOODS FROM THIS SITE IF YOU (A) DO NOT AGREE TO THESE WHOLESALE TERMS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH YR COMMERCIAL OPERATIONS, LLC, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE'S CONTENTS, GOODS BY APPLICABLE LAW.
1. General. These Terms and Conditions for Distributor Terms (these “Distributor Terms”) apply to the purchase and sale of certain wholesale products through pilatesdirect.com.au (the “Site”). These Wholesale Terms are subject to change by Meallin Holdings Pty Ltd trading as Pilates Direct (referred to as “us”, “we”, or “our” as the context may require) without prior written notice at any time, in our sole discretion. Any changes to the Distributor Terms will be in effect as of the “Last Updated Date” referenced on the Site.
2. Appointment. We hereby appoint you, and you hereby accept the appointment, to act as our non-exclusive retailer of certain goods available on the Site (“Goods”) to customers in accordance with the terms and conditions of this Agreement. You may in your sole discretion market, and sell the Goods, directly or indirectly, to any individual or entity in Australia including without limitation other distributors, retailers, and directly to end users. You shall not sell or offer to sell Goods outside the Territory.
3. Terms of Sale. We agree to make available and sell you certain Goods on the terms and conditions set out in these Distributor Terms. The terms and conditions of all orders under these Distributor Terms are limited to the terms of these Distributor Terms. The terms of these Distributor Terms supersede all terms and conditions contained in any other documentation related to the subject matter of these Distributor Terms and expressly exclude terms and conditions contained in any purchase order or other document that you issue.
4. Term. This Agreement commences on the date in which you place an order with us for the (“Commencement Date”) and continues until you deplete your stock of such Good, unless earlier terminated by us for cause (the “Term”). We may terminate these Distributor Terms in whole or in part for convenience, upon notice to you.
5. Order Acceptance and Cancellation. You shall submit orders for the Goods through the Site, or by email at sales@pilatesdirect.com.au. All orders must be accepted by us, or we will not be obligated to sell the Goods to you. Acceptance of your order and the formation of the contract of sale between us and you will not take place unless and until you have received your order confirmation email. We may choose not to accept orders at our sole discretion. For the avoidance of doubt, we may refuse to supply Goods to you if any amount due and payable to us (under these Distributor Terms or any other agreement) is outstanding.
7. Changes. We reserve the right absolutely at any time and without notice or incurring any liability to the you to: (a) discontinue or limit its production of any of the Goods; (b) terminate or limit deliveries of such discontinued or limited Goods; (c) discontinue or limit our supply (whether temporarily or permanently) of certain Goods; (d) alter the design, construction, specifications, features or attributes of any of the Goods; and/or (e) add new, different, modified and/or extra products or lines of products to the Goods.
8. Delivery.
(a) We will use commercially reasonable efforts to arrange for shipment of the Goods to the clients nearest freight depot at no additional cost in metro locations. Additional shipping charges may apply for regional and rural locations. The Pilates Direct shipping terms & conditions must be clearly shown on Distributors websites and marketing.
(b) Delivery costs shall be allocated as follows:
Please refer to the Pilates Direct shipping terms & conditions
(d) The Goods will be delivered within a reasonable time after our receipt and acceptance of your order, subject to availability. Shipping and delivery dates are estimates only and cannot be guaranteed. All shipments are subject to delay. We will not be responsible for shortage or delays attributable to the unavailability of Goods from its suppliers or other reasons beyond our control.
9. Sales Process for Distributors
Once the distributor has sold a product they will provide an invoice with all sale information and customer details. Pilates Direct will then email the distributor an invoice for 80% of the order amount inclusive of GST. The Distributor is to pay the invoice prior to Pilates Direct dispatching the order and shipping goods to customers.
9. Sales and pricing for Distributors
The distributor must have the same and consistent pricing with Pilates Direct and its website and are not permitted to discount and launch sale pricing without prior authorisation from Pilates Direct.
10. Returns.
Both parties are to abide by the Pilates Direct Returns Policy
14. Your Obligations.
(a) During the Term, you shall, at your own expense:
i. use best efforts to advertise, market, promote, and sell the Goods in a manner that is consistent with good business practice, using commercially reasonable efforts to maximize the sales volume and expand the sale of the Goods.
iii. make clear, in all dealings with customers and prospective customers, that you are acting as a retailer of the Goods, and not as our direct agent; and
iv. obtain and maintain any and all licenses, authorizations and approvals required for you to be able to comply with your obligations under this Agreement; and
v. fully comply fully with any and all applicable laws, regulations and codes of practice and all the terms of this Agreement.
(b) During the Term, you shall not:
i. The Distributor is permitted to market, distribute, and sell other products, equipment, or accessories, provided that such products are not explicitly branded or marketed as an official Pilates Direct product line."
ii. use or represent or otherwise authorize the Goods or the use thereof in an any manner that is outside the purpose, scope or manner of use authorized by these Distributor Terms, or in any manner contrary to our instructions or applicable law;
iv. market or sell the Goods for sale outside of Australia
vii. engage in any unfair, anti-competitive, misleading, or deceptive practices regarding our business or the Goods.
15. Advertisement Materials.
(a) You may only use promotional and marketing materials that we provide you, without modification, to market, advertise, promote, or sell the Goods (“Marketing Materials”). You may not use any other promotional and marketing materials for the Goods without our prior written. We may withhold consent in its absolute discretion. All use of such Marketing Materials must be in conjunction with the sale of the Goods.
(b) You agree to keep such Marketing Materials clean, properly maintained, and in good condition for use. You must comply with all instructions and recommendations we provide regarding the maintenance, use (including the period of time a certain Marketing Material is to be displayed), location, and removal of the Marketing Materials.
(c) For the avoidance of doubt, all advertising and promotional activities by must comply with our merchandising, trademark, marketing and communications guidelines and policies, as may be communicated to the you by us from time to time.
(d) Unless otherwise agreed in writing, you may not market or sell the Goods by mail, internet, telephone or other electronic means.
(e) Upon expiry or termination of this Agreement for any reason, and you must immediately cease to use all Marketing Materials, and shall return all Marketing Materials to us at your own cost, or dispose of the Marketing Materials if directed by us in writing. Provided however, in the event the Agreement is terminated by us without cause, you may continue to utilize the applicable Marketing Materials with respect to the Goods you have in stock, in accordance with the Agreement for a period of up to two (2) months following the depletion of your stock of such Goods.
16. Marketing Material Ownership. We retain all ownership, license and other rights to all trademarks, copyrights, designs, logos, and other intellectual property rights related to the Marketing Materials, and, except for the limited right to use the Marketing Materials for the purpose provided in accordance with all instructions and applicable law, you obtain no rights to use any such intellectual property, including, but not limited to (i) trademarks and (ii) works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, and other specifications and documentation, and all rights, interests, and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction throughout in any part of the world (collectively, the “Intellectual Property Rights”). Without expanding your foregoing rights or our representations, you shall only have the right to use our Intellectual Property Rights in accordance with these Wholesale Terms, solely as necessary to make use of the Marketing Materials for their intended purpose.
17. Customer Complaints. In the event you receive any complaint or adverse claim about the Goods or their use or any potential product safety issue related to the Good, you must: (a) promptly inform us of all the details of the complaint within five (5) business days of receipt of such complaint; (b) allow us access to any documentation or Goods we request in order to investigate the complaint; and (c) cooperate with and provide all reasonable assistance to us in dealing with the complaint. Any Goods the subject of a customer complaint that are returned to us without our prior written consent will not be credited to you.
18. Warranty
All parties agree and abide by the Pilates Direct Warranty Terms and Conditions
19. Third-Party Goods. Goods manufactured by a third party (“Third Party Goods”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. For the avoidance of doubt, WE MAKE NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY GOODS INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. Without limiting the disclaimers or limitations set forth in Section 19 and 20, as a courtesy and not as an additional Goods, we may use reasonable efforts to pass through warranties, if any, provided by Third Party Goods manufacturers following reasonable request, provided however we make no warranties or representations related to the existence or terms of such warranties.
20. Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY, OUR LIABILITY WITH RESPECT TO THE GOODS OR THE USE THEREOF OR OTHERWISE PURSUANT TO THE WHOLESALE TERMS WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY YOU FOR THE APPLICABLE GOOD THAT YOU HAVE PURCHASED THROUGH THE SITE IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, NOR WILL WE UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT. YOU ARE SOLELY RESPONSIBLE FOR ALL RISK ASSOCIATED WITH OR ARISING FROM THE GOODS AND THE USE THEREOF, INCLUDING WITHOUT LIMITATION ALL LOSS, DAMAGE, INJURY, AND DEATH TO INDIVIDUALS AND PROPERTY, HOWSOEVER CAUSED, AND YOU WILL PROMPTLY INDEMNIFY INDEMNIFIED PARTY FROM AND AGAINST ALL CLAIMS, LOSSES, AND EXPENSES ARISING FROM OR RELATING TO THE GOODS AND THE USE THEREOF. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. The Goods are made available solely for educational and entertainment purposes only. You should not and should instruct any individual to rely on information provided or otherwise made available as part of or with the Goods or otherwise by us as a substitute or replacement for professional medical advice, diagnosis, or treatment. The use of any information with or otherwise through the Goods or by us is solely at your sole risk, and you and each individual should not disregard, avoid, or delay in obtaining medical or health related advice from a healthcare professional because of any information provided with, on or through the Goods or otherwise by us. Nothing stated in the Goods or otherwise made available by us is intended to be, nor may be taken to be, the practice of medical or counselling care (including without limitation, psychiatry, psychology, psychotherapy, or health care treatment, instructions, diagnosis, prognosis or advice). We no warranty of any kind, implied or express, as to the accuracy, completeness or appropriateness thereof for any purpose with respect to the Goods or information.
"The limitations and exclusions of liability set forth in Section 20 shall not apply to claims resulting from personal injury or death caused directly by a manufacturing or design defect in the Goods, or any breach of a statutory guarantee under the Australian Consumer Law which cannot be legally excluded."
"21. Indemnification (a) Supplier Indemnity: Pilates Direct agrees to indemnify, defend, and hold harmless the Distributor against any third-party claims, losses, damages, or legal costs arising out of or occurring in connection with bodily injury, death, or property damage caused solely by a structural defect, design flaw, or manufacturing fault in the Goods. (b) Distributor Indemnity: The Distributor agrees to indemnify, defend, and hold harmless the Supplier against any third-party claims, losses, damages, or legal costs arising out of the Distributor’s own negligence, unauthorised modification of the Goods, or misrepresentations made to clients during the sale process."
22. Termination. In addition to any remedies that may be provided under these Wholesale Terms, we may terminate your agency as Distributor with immediate effect upon written notice to you, if you: (a) fail to pay any amount when due; (b) have not otherwise performed or complied with any of these Wholesale Terms, in whole or in part; or (c) become insolvent, file a petition for bankruptcy or commence or have commenced against proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors, or if the cost of materials or component products incorporated into the Goods or shipping, packaging, or other freight or operational costs materially increase prior to shipment.
23. Governing Law and Jurisdiction. All matters arising out of or relating to these Distributor Terms are governed by and construed in accordance with Australian Business and Consumer Laws.
24. Dispute Resolution and Binding Arbitration.
(a) YOU AND WE ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT, OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF GOODS OR SERVICES THROUGH THE SITE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.
(c) The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable, or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
(d) If you prevail on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to you under the standards for fee shifting provided by law.
(e) You agree to arbitration on an individual basis. In any dispute, NEITHER YOU NOR WE WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
(f) If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced.
25. Books and Records. You must maintain books, records, and accounts of all transactions relating to the Goods and activities covered by these Distributor Terms and, on our reasonable request, allow our authorized representatives to inspect such books, records, and accounts during normal business hours as needed to verify compliance with the terms of these Distributor Terms.
26. Assignment. You will not assign any of your rights or delegate any of your obligations under these Distributor Terms without our prior written consent. Any purported assignment or delegation in violation of this Section 26 is null and void. No assignment or delegation relieves you of any of your obligations under these Distributor Terms. We may assign these Distributor Terms in whole or in part, in our sole discretion.
27. No Waivers. The failure by us to enforce any right or provision of these Wholesale Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of us.
28. No Third-Party Beneficiaries. These Wholesale Terms do not and are not intended to confer any rights or remedies upon any person other than you.
29. Notices.
30. Severability. If any provision of these Distributor Terms is invalid, illegal, void, or unenforceable, then that provision will be deemed severed from these Distributor Terms and will not affect the validity or enforceability of the remaining provisions of these Distributor Terms.
31. Entire Agreement. Our order confirmation provided to you by email, these Distributor Terms, our and our Website Terms of Service will be deemed the final and integrated agreement between you and us on the matters contained in these Distributor Terms. Notwithstanding anything to the contrary, the parties expressly agree that no browse-wrap, click-wrap or other terms and conditions provided with any other documents or materials provided or otherwise made available by you will constitute a part of or amendment to these Distributor Terms or are or will be binding us.
Date: 15/09/2025