Wholesale Terms & Conditions

Cartel Tool Co Pty Ltd – ABN: 20 671 704 975
These terms govern all wholesale purchases of products from Cartel Tool Co Pty Ltd by authorised distributors and wholesale partners of Cartel Tool Co Pty Ltd (“Cartel”, “we”, “our” or “us”).

Definitions

For the purposes of these Terms & Conditions:

• Wholesaler: An authorised distributor purchasing Cartel Tool Co products for resale.
• End Customer: The final purchaser or user of the product who is not the wholesaler.
• Warranty Claim: A formal request for repair or replacement of a product believed to be faulty or defective under Cartel Tool Co’s warranty terms.
• Defective on Arrival (DOA): A product reported by the wholesaler or end customer as defective or non-functional within 30 days of purchase.
• Proof of Purchase: A dated sales receipt or tax invoice showing the date and source of purchase.

1. Orders & Acceptance

• All wholesale orders must be submitted in writing (via email or approved ordering platform).
• Orders are subject to acceptance by Cartel Tool Co. We reserve the right to reject any order at our discretion.
• A binding agreement is formed once we confirm acceptance of your order.
• A minimum order quantity (MOQ) may apply to initial or repeat wholesale orders. Current MOQ thresholds (if applicable) will be communicated via the latest pricing schedule or at time of ordering.
• For high-volume or made-to-order purchases, Cartel Tool Co. reserves the right to request a non-refundable deposit (typically 30%) prior to commencing production or securing inventory. This requirement will be communicated at the time of order confirmation.
• Orders involving custom production or backordered stock may be subject to extended lead times and will only be processed upon receipt of the agreed deposit.

2. Pricing

• Wholesale prices are provided inclusive of GST unless otherwise stated.
• Prices are subject to change without notice unless otherwise agreed in writing.
• Volume discounts may apply for orders exceeding specified thresholds (refer to current pricing schedule).
• Volume discounts apply only to the unit quantity within a single transaction, unless otherwise agreed to in writing by Cartel Tool Co.

3. Payment Terms

• First-time wholesale customers are offered same-day payment terms from the date of invoice.
• Ongoing credit terms (e.g. 7-day net) may be extended at our discretion and subject to credit assessment.
• All outstanding invoices must be paid in full before new orders will be processed or dispatched, unless otherwise agreed to in writing, regardless of agreed credit terms.
• Approved payment methods include bank transfer or any other method authorised in writing by Cartel Tool Co.
• Late payments may incur interest at 1.5% per month, calculated daily on any overdue account balance.
• We reserve the right to suspend further orders or revoke credit terms, and/or decline further orders, if any invoice remains unpaid for more than 14 days past its due date.

4. Shipping & Delivery

• Orders are shipped from our 3PL warehouse within 2 business days of receipt of payment or approved purchase order (whichever is applicable).
• Unless otherwise agreed in writing, all shipping and freight costs are included in the total invoice amount and managed by Cartel Tool Co.
• Title to products passes upon full payment. Risk passes upon dispatch from our warehouse.

5. Returns & Warranty

• All Cartel Tool Co products are covered by a 12-month warranty against manufacturing defects, starting from the date of purchase by the end customer (based on their receipt from the wholesaler).
• This warranty aligns with our direct-to-consumer policy, available at: https://carteltoolco.com/policies/refund-policy.
• End customers may lodge warranty claims directly with Cartel Tool Co and are responsible for covering return shipping unless a valid DOA claim is made.
• Alternatively, the wholesaler may manage the claim on behalf of the customer, provided they submit proof of purchase and return the product.
• If a product is found to be faulty by the wholesaler within 7 days of delivery, or if a DOA claim is made within 30 days of the end customer’s purchase, Cartel Tool Co will cover return shipping and provide a prepaid return label.
• All returns must be pre-approved in writing by Cartel Tool Co before shipment.
• Cartel Tool Co will, at its discretion, repair or replace defective products in accordance with our published policy.
• To the extent permitted by law, all implied warranties are excluded, and Cartel Tool Co’s liability is limited to the repair or replacement of the products.

6. Use of Marketing Materials

• Wholesalers are granted a non-exclusive, non-transferable licence to use Cartel’s brand assets and product imagery for the sole purpose of marketing and selling Cartel Tool Co products.
• All marketing representations must be consistent with Cartel Tool Co’s brand guidelines and may not be altered without prior written approval.
• Wholesalers may not advertise, offer, or imply alternative or extended warranty terms that conflict with Cartel Tool Co’s published warranty policy.
• Wholesalers are encouraged to communicate Cartel Tool Co’s direct warranty support to their customers.

7. Resale Restrictions

• Products may only be sold via physical retail locations or trade-only online platforms unless otherwise approved in writing.
• Resale on third-party marketplaces (e.g. Amazon, eBay) is prohibited without prior written consent from Cartel Tool Co.
• Wholesalers must not export products for resale outside of their authorised region without written approval.
• Any attempt to distribute, replicate, or modify products for resale in a way that misrepresents Cartel Tool Co may result in legal action.

8. Limitation of Liability

• To the fullest extent permitted by law, Cartel Tool Co excludes all liability for indirect, special, or consequential loss or damage.
• Cartel Tool Co’s maximum aggregate liability shall not exceed the total price paid for the products giving rise to the claim.

9. Governing Law

• These terms are governed by the laws of the State of Victoria, Australia.
• Any disputes shall be submitted to the exclusive jurisdiction of the courts of Victoria.

10. Policy Updates & Termination

• Cartel Tool Co reserves the right to update or amend these terms at any time, without notice.
• Continued ordering or account activity constitutes acceptance of the latest terms.
• Cartel Tool Co may suspend or terminate the wholesale relationship at any time in the event of non-payment, breach of terms, unauthorised resale, or misuse of brand assets.
• All outstanding invoices remain payable upon termination.
• Upon termination, the wholesaler may not offer remaining inventory at discounted or liquidation pricing without Cartel Tool Co’s written approval. Remaining stock may be returned at Cartel Tool Co’s discretion.

11. Confidentiality & Entire Agreement

• All wholesale pricing, terms, and communications are considered confidential and must not be disclosed to third parties without written consent from Cartel Tool Co.
• These terms constitute the entire agreement between Cartel Tool Co and the wholesaler. No prior representations, statements, or warranties not expressly stated herein shall be binding.