TERMS FOR SUPPLY OF PRODUCTS
J Tanner Pty Ltd (ABN: 28636914200) of 36 Stradbroke St, Biggera Water, Queensland, 4216 ("Supplier")
The Makers Club Member ("The Makers Club Member”)
The Supplier is a supplier of DIY Leather Craft Kits and Supplies
The Makers Club Member wishes to purchase products from the Supplier on the terms and
conditions contained in this Agreement.
(a) In this Agreement the following words will have the meanings assigned to them in this
clause, except where inconsistent with the context.
"Agreement" means this agreement including any schedules or annexures and as varied
from time to time;
"The Makers Club Member's Ethics and Compliance Standards for Suppliers" set out
in Schedule 3:
"Business Day" means a standard business day in New South Wales, Australia;
"Commencement Date" means
"KPls" means the key performance indicators set out in Schedule 2;
"Order" means an order placed by The Makers Club Member with the Supplier for the
"Parties" means the parties to this Agreement and their respective successors and
permitted assigns, and Party means any one of them;
"Price" means the means the price list for the Products set out in Schedule 1: "Products"
means the products described in Schedule 1:
"Review Period" means three consecutive months; and
"Sustainability Activities" means the use or identification of products and/or services
which have a lower impact on the environment or support corporate social responsibility
while maintaining quality, functionality and cost competitiveness;
"Sustainability Report" means a report which sets out goals, targets and actions in
relation to Sustainability Activities which may include:
i) reducing hazardous materials in products and services;
ii) providing a safe workplace for employees;
iii) reducing waste; and
promoting a diverse and inclusive workplace.
(b) In this Agreement, unless the context otherwise requires:
i) a reference to any document (including this Agreement) is to that document as
varied, novated, ratified or replaced from time to time:
ii) words in the sinqular include the plural and vice versa and words in one gender
include any other gender;
iii) a reference to a statute or to any statutory provision includes any statutory
modification or re-enactment of it or any statutory provision substituted for it, and all
ordinances, by-laws, regulations, rules and statutory (however described) issued
(iv) a reference to any party includes its successors in title and permitted assigns, a
reference to a "person" includes any individual firm, body corporate, association or
partnership, government or state (whether having a separate legal personality), and
a reference to a clause is to a clause of this Agreement;
v) the heading of clauses is for convenience only and will not affect the interpretation
of this Agreement;
vi) any undertaking under this Agreement not to do any act or thing will be deemed to
include an undertaking not to permit or suffer the doing of that act or things;
vii) a reference to "$" or "dollar" is to the lawful currency of Australia; and
(viii) the word "includes" in any form is not a word of limitation
2. Term of Agreement
The Agreement commences on the Commencement Date and, unless extended or
terminated earlier in the manner set out in this Agreement will continue for a period of
twelve (12) months (Initial Term).
The Makers Club Member may at its sole discretion renew this Agreement for a further
twelve (12) month term by providing the Supplier with notification in writing no later than
thirty (30) days prior to the expiry of the Initial Term.
If the Agreement is renewed for an extended term, with the exception of the Price which
may be the subject of further neqotiation between the parties, the terms and conditions of
this Agreement apply to any extended term.
3. Placement of Orders and Supply of Products
(a) The Makers Club Member may from time to time place Orders with the Supplier setting out
the requirements for the Order, including the date for delivery and the delivery address.
b) Following receipt of each Order, the Supplier will:
i) supply the Orders;
ii) abide by all laws, rules and regulations that apply the performance of its obligations
under this Agreement;
iii) use all reasonable skill and diligence in accordance with best industry practices;
(iv) comply with all of The Makers Club Member's relevant policies in performing its
obligations under this Agreement, including but not limited to, The Makers Club
Member's Ethics and Compliance Standards for Suppliers, a copy of which is
attached as Schedule 3 to this Agreement.
c) The Makers Club Member is under no obligation or requirement to place Orders for any
minimum quantity of Product during the term of the Agreement.
4. Risk and delivery
(a) Title to and risk in the Products will pass to The Makers Club Member only after The Makers Club Member has received delivery of the Products.
b) Products purchased are subject to The Makers Club Member's reasonable inspection,
testing, and approval at the delivery point nominated in an Order.
c) The Makers Club Member may reject the Products, even after they have been accepted, if
they are defective or are not in accordance with The Makers Club Member's specifications
or do not meet the requirements under the Order ("Rejected Products")
Rejected Products will be held entirely at the risk of the Supplier:
i) Rejected Products must be removed by and at the expense of the Supplier within
five (5) Business Days of the Supplier being notified of the rejection; and
ii) If the Supplier fails to remove the Products in the relevant time frame, then The
Makers Club Member may do so at the Supplier's cost.
(e) As soon as the Supplier is aware that it will be unable to fulfil an Order or meet the delivery
date set out in an Order, the Supplier must notify The Makers Club Member in writing of
the date that it will be able to fulfil the Order or deliver the Order for the Product. Except
where the delay in delivery is caused or contributed to by The Makers Club Member, if the
new date for delivery is unacceptable to The Makers Club Member, The Makers Club
Member may in its sole discretion:
i) terminate the Order: or
ii) purchase the Product in substitution for the Order from an alternate supplier and
any reasonable expense incurred by The Makers Club Member in the acquisition of such alternative Product which is more than the Price payable under this
Agreement for such Product will be payable by the Supplier.
(f) The Makers Club Member will not be liable to the Supplier for any cost, loss or expense
incurred by the Supplier due to The Makers Club Member exercising its rights under
clause 4 (e).
5. Price and Payment
a) The Supplier must provide The Makers Club Member with a valid tax invoice for each
Order detailing the Products supplied, the Price and the GST component in accordance
with clause 6.
b) Following acceptance of the Order, The Makers Club Member will pay the Supplier within
thirty (30) days from the date it receives a valid tax invoice.
c) The Makers Club Member will notify the Supplier if there is an error in the tax invoice, or if
it disputes some of the charges. Notwithstanding this, The Makers Club Member may
withhold payment of any disputed portion of the invoice pending resolution of the dispute
but remains obligated to pay the remaining balance of the tax invoice on time in
accordance with clause 5 (b).
d) The Makers Club Member is entitled to set off any amount the Supplier owes The Makers
Club Member under this
e) The Price must remain fixed and firm and no variation increasing the Prices will be
accepted during the Initial Term of this Agreement or any extended term without the prior
written approval of The Makers Club Member.
f) Notwithstanding clause 5 (e) The Makers Club Member may, at its discretion, at any time
during this Agreement, conduct benchmarking exercises to compare the Prices the
Supplier has been charging, with other suppliers who supply similar Products during a
similar period. The Supplier must provide The Makers Club Member with all reasonable
assistance with regard to the benchmarking exercise. Where the benchmarking exercise
demonstrates that the Supplier's Prices under this Agreement is not competitive, The
Supplier and The Makers Club Member will agree to vary the prices to reflect a competitive
g) All other costs, charges, fees and expenses for or arising out of or in connection with the
supply of Products under this Agreement must be paid by the Supplier, including all costs
involved in the packaging, handling, storage insurances and any other expenses unless
otherwise stated and mutually agreed. The cost of freight and delivery is included in the
(a) Terms used in this clause 6 have the same meaning as those terms in A New Tax System
(Goods and Services Tax) Act 1999 (CT)
(b) If the supply of Products under this Agreement is subject to GST, The Makers Club
Member must pay the Supplier the price plus an amount equal to the GST payable on the
supply (unless the price is expressly stated as being inclusive of GST).
(c) The Makers Club Member must pay the additional amount payable under clause 6 (b) on
the same date as the price is payable provided that no payment is required under this
clause or clause 6 (b) until the Supplier has issued The Makers Club Member with a tax
invoice in respect of the relevant supply.
(d) The Supplier must issue a tax invoice in the format required by The Makers Club Member
and the law to The Makers Club Member for the supply. The tax invoice must set out the amount of the GST payable by The Makers Club Member.
(e) The Supplier warrants that it is registered with an Australian Business Number and for
GST purposes at each time a taxable supply is made.
(f) The Supplier indemnifies The Makers Club Member for any loss it suffers because of the
Supplier not being registered for GST and/or Australian Business Number purposes. On
request by The Makers Club Member the Supplier must produce evidence that it is so
(a) The Supplier warrants that all Products supplied to The Makers Club Member:
i) are new:
ii) are of merchantable quality;
iii) are free from defects;
iv) are fit for their intended purpose:
v) are of good material and workmanship;
vi) in quality and in manufacturing process, comply with all relevant standards adopted
by such bodies as the Australian Standards Association and with any requirements
of the Commonwealth, State or Territory and local government authorities;
vii) have been manufactured in accordance with cGMP:
vii) meet the needs of The Makers Club Member as set out in The Makers Club
Member's tender for the provision of
(b) The Supplier warrants that it has clear title to the Products and that the Products are
delivered free of liens or encumbrances.
(c) The Supplier's Products come with guarantees that cannot be excluded under the
Australian Consumer Law. You are also entitled to have the goods repaired or replaced if
(d) the goods fail to be of acceptable quality and the failure does not amount to a maior failure
The Supplier warrants that it and its employees will comply with The Makers Club
Member's Ethics and Compliance Standards for Suppliers, site safety and security rules, and any other rules that may be provided by The Makers Club Member from time to time, as appropriate.
(e) The warranties in this Agreement and other warranties as may be prescribed by law will
extend to The Makers Club Member, its successors and assigns and will run through to
any expiration date on the Products, or if no expiration date is stated, then for a period of
twelve (12) months after delivery of the Products to The Makers Club Member.
8. Insurance policies
(a) The Supplier must effect and maintain appropriate and adequate insurance for:
i) public and product liability which must be drawn in terms acceptable to
ii) The Makers Club Member, covering a sum of not less than $10 million for each
iii) loss or destruction (at full replacement cost) of the Product relating to this
Agreement and retained in the Supplier's possession, or whilst in transit;
iv) workers compensation in respect of its employees engaged in performing its
obligations under this Agreement to cover its potential liability at common law and
pursuant to all applicable workers compensation legislation or regulations in each
iv) any other insurance required by law or reasonably required by The Makers Club
(b) The Supplier must provide to The Makers Club Member a copy of a certificate of currency
in respect of any of the above insurances within 7 days of a request by The Makers Club
(a) The Supplier indemnifies and releases The Makers Club Member against any claims, loss,
damage, cost (including legal costs), expense or liability arising out of:
i) any breach of any warranty or obligation under this Agreement;
ii) any wilful or negligent act or omission of the Supplier or any of its officers,
employees or, agents in relation to the performance of its obligations under this
iii) any breach of any third party's rights, including in respect of any claim that the
Product infringe, or their importation infringes the patent, copyright, design right,
trade mark or other intellectual property rights of any other person anywhere in the
world, except, to the extent caused or contributed to by any negligent act or
omission of The Makers Club Member, its officers, employees and agents.
10. Confidential Information
(a) Neither Party will use information contained in this Agreement, exchanged in prior
negotiations or any tender process for any purpose not contemplated by this Agreement.
Each Party must, and must ensure that its employees, agents and subcontractors who
need such access to perform their duties, receive this information under obligations of
(b) Clause 10 (a) does not apply to the extent that.
i) either Party is required by law to disclose the information;
ii) the information is public knowledge (and has not become public knowledge
because of either party's breach of confidentiality); or
iii) the information was independently created by a Party (and that Party has evidence
in writing that the information falls within this exception).
11. KPIs and reporting
With agreement from The Makers Club Member, The Supplier may request Key Performance Indicators and reporting on (but not limited to) sales, customer demographics, feedback, and trends.
The Parties are independent contracting parties, and nothing in this Agreement will make any
Party the employee, partner, agent, legal representative, trust or joint venture of the other for any
purpose whatsoever, nor does it grant either Party any authority to assume or to create any
obligation on behalf of or in the name of the other.
The Makers Club Member may assign this Agreement or any of its rights or obligations under this
Agreement without the prior written consent of the other party. For this clause, assignment will
include any assignment by operation of law and change in control of a party.
14. Dispute resolution
(a) If any dispute or difference arises between the Parties as to:
i) either Party being unable to pay its debts as they fall due, become insolvent, a
receiver is appointed or enters a formal arrangement with creditors; or
ii) either Party committing any fundamental breach of the terms of this Agreement or
any other breach where the breach is not capable of being remedied;
and the dispute or difference ("Issue") is unable to be resolved by the Parties by
negotiation within ten (10) Business Days from the date one Party receives notice in
writing from the other Party giving details of the Issue then either Party may require that
the Issue is referred to mediation.
(b) The costs incidental to mediation, including but not limited to mediation fees and venue
fees will be divided equally between the Parties. Notwithstanding this, each Party will bear
its own legal costs incidental to the mediation, including costs between solicitor and The
Makers Club Member and costs of any experts a Party may elect to engage.
(c) Nothing in this clause 14 will prevent a Party from seeking interlocutory relief from a court
of appropriate jurisdiction.
Each party will bear their own respective legal costs (as between solicitor and The Makers Club
Member) of and incidental to the negotiation, any variation and execution of this Agreement, and
the enforcement or attempted enforcement of respective rights, remedies and powers under this
Agreement, including referral of any Issue under this Agreement to mediation.
(a) The Makers Club Member may terminate this Agreement without cause with 90 days'
(b) The Makers Club Member may terminate this Agreement immediately with written notice to
the Supplier if:
i) the Supplier commits a fundamental breach of any of its obligations under this
Agreement, and such breach is not remedied (if capable of remedy) within seven
(7) days of notice in writing from The Makers Club Member requiring that such
breach be remedied;
ii) the Supplier is in breach of any of its obligations under this Agreement, which
breach is not a fundamental breach and such breach is capable of being remedied
and has not been remedied within thirty (30) days of notice in writing from The
Makers Club Member requiring that such breach be remedied;
iii) for any reason the Supplier is no longer able to perform its obligations under this
iv) the Supplier becomes insolvent or goes into administration, receivership or
liquidation or enters into any arrangement or composition with its creditors or any
action is taken for the appointment of an administrator or official manager or
receiver of the assets of the Supplier; or
v) the Supplier ceases or threatens to cease carrying on business.
(c) The Supplier may terminate this Agreement on immediately on written notice to The
Makers Club Member if:
i) The Supplier deems The Makers Club Member is no longer a good fit for the J Tanner Brand, whereby continuation of supply to The Makers Club Member could result in loss in customer confidence, sales, or reputation
ii) The Makers Club Member sells competing products from other suppliers or their own supply chain
iii) The Makers Club Member fails to pay or dispute any tax invoice in accordance with
clause 5 and:
iv) fails to remedy such breach within sixty (60) days of a notice from the Supplier
requiring The Makers Club Member to remedy the same and stipulating that The
Makers Club Member is in breach of this Agreement; or
v) The Makers Club Member becomes insolvent or goes into administration,
receivership or liquidation or enters into any arrangement or composition with its
creditors or any action is taken for the appointment of an administrator or official
manager or receiver of the assets of The Makers Club Member.
vi) Any other reason The Supplier deems fit
(d) Termination of this Agreement is without prejudice to any accrued rights of either party as
at the date of termination.
(e) Upon termination of this Agreement for any reason whatsoever, The Supplier must
Immediately return all of The Makers Club Member's property.
(f) Upon termination of this Agreement for any reason whatsoever, The Makers Club Member must cease selling any product designed by The Supplier. All remaining DIY Kits or other inventory The Makers Club Member has on hand that is in original condition can be repurchased by The Supplier.
17. Entire Agreement
This Agreement constitutes the entire agreement between the Parties concerning the subject
matter of this Agreement and supersedes all prior negotiations, arrangements, agreements and
understandings, either oral or written, between the Parties.
This Agreement may be modified only in writing, signed by the authorized signatories of each
19. Governing Law and Jurisdiction
This Agreement is governed by the laws of the State of Queensland and the Commonwealth of
Australia. Each Party submits to the exclusive jurisdiction of the courts of Queensland.
20. Partial Invalidity
In the event of the invalidity of any part or provision of this Agreement such invalidity must not
affect the enforceability of any other part or provision of this Agreement.
Clauses 7 (Warranty), 8 (Insurance policies), 9 (Indemnity), 10 (Confidential Information), 14
Dispute Resolution, 24 (Notices) and clause 21 (Survival) survive the expiration and termination
of this Agreement.
A Party's failure to exercise or delay in exercising a right or power does not operate as a waiver
of that right or power and does not preclude the future exercise of that right or power.
This Agreement may be executed in counterparts.
(a) Notices must be in writing. A notice may be delivered to a party by hand, by pre-paid
ordinary post, or by facsimile to that party's address shown in this Agreement or to the
alternate address notified to the party giving the notice.
A notice will be taken to be duly given and received:
i) if delivered by hand, when delivered;
ii) if delivered by pre-paid ordinary post, on the second business day after posting;
iii) if delivered by facsimile, upon completion of transmission and receipt by the sender
of the appropriate transmission report.