1. APPLICATION OF THESE TERMS
These Terms & Conditions apply to every quotation, order, and sale of goods by Down Under Enterprises to a customer (the “Customer”). By placing an order, the Customer accepts these Terms & Conditions in full. These Terms & Conditions prevail over any inconsistent term in the Customer's purchase order or other document, unless we agree otherwise in writing signed by an authorised representative of Down Under Enterprises.
2. ORDERING INFORMATION
2.1 Ordering Method
Orders may be placed by email. Verbal orders placed by phone will not be accepted.
Orders will be confirmed within 48 hours. It is the Customer's responsibility to check the order confirmation carefully and notify Down Under Enterprises of any discrepancy within 24 hours of receipt. If no discrepancy is notified within that period, the order confirmation is deemed accurate and binding on the Customer. This clause does not limit the Customer's ability to raise, and does not shift the cost of, an error caused by Down Under Enterprises.
Please ensure your correct email address is provided so that order confirmations and shipment tracking details can reach you.
2.2 Back Orders
Orders will be shipped in line with the delivery date agreed and stated on the order confirmation. That date may be amended within 90 days of the anticipated delivery date and on receipt of Down Under Enterprises' written acceptance. If Down Under Enterprises is unable to obtain stock in time to meet the agreed delivery date, Down Under Enterprises will provide the Customer no less than 5 business days notice, and the Customer may elect to cancel the affected order without penalty if the revised timing is not acceptable. Please contact the Account Manager if you do not want us to ship any back-ordered item(s).
2.3 Additional Items
Orders for in-stock items should ship within 3 business days. If you need to add to an order already placed, the additional item(s) may be treated as a separate order.
2.4 Price Changes
Prices quoted are valid for 14 days from the date of quote unless otherwise stated therein. Prices are however subject to change due to market fluctuations in raw material availability, exchange rates, or input costs, except where a price has been confirmed in a current, unexpired quotation or order confirmation.
All prices quoted are exclusive of any applicable taxes, tariffs or import costs. Freight rates are provided as an estimate only. Rates may change without notice and any carrier-imposed increases or surcharges will need to be applied accordingly.
2.5 Units of Measure
All quantities, weights, and prices are stated in kilograms (kg) unless otherwise expressly agreed in writing.
2.6 Currency
Unless otherwise stated on the quotation or order confirmation, prices are quoted in AUD or USD, per the Customer's requirements. Orders under a separate written agreement may be quoted in the currency specified in that agreement.
3. CREDIT ACCOUNTS
3.1 Payment Without a Credit Account
If the Customer has not established a credit account with Down Under Enterprises, full payment is required in advance by wire transfer/EFT (or ACH, for US-based accounts) to the bank account noted on our Invoice. Alternatively, Visa, MasterCard and American Express are accepted at our discretion but will be subject to additional administrative processing fees.
All fees associated with wire/EFT/ACH payments are to be borne by the Customer. Down Under Enterprises is to receive the full invoiced amount.
3.2 Applying for a Credit Account
A Customer may apply for a credit account if it is an incorporated company intending to purchase over 20kg of essential oils from Down Under Enterprises at least every 3 months. Applications may take up to four weeks to process and must be accompanied by:
● DUNS number if applicable;
● Any other information reasonably requested by us to assess creditworthiness, including company registration details, director information, and financial references.
3.3 Credit Limits
Approved credit accounts will be assigned a credit limit, which will be confirmed in writing. We may refuse to accept or fulfil orders that would cause the Customer's outstanding balance to exceed its approved credit limit, or may require part or full payment in advance for the amount above the limit.
3.4 Ongoing Review
We will review the Customer's purchase history approximately three months after a credit account is approved, and periodically thereafter. Accounts that do not maintain the minimum purchase level referred to in clause 3.2, or that show signs of financial distress, may have credit facilities reduced, suspended, or revoked without notice.
3.5 Personal Guarantee
We may require a personal guarantee from a director of the Customer as a condition of approving or maintaining a credit account, particularly for newly incorporated companies or higher credit limits.
3.6 Late Payment
Down Under Enterprises may charge interest on all amounts not paid by the Customer by the time required for payment at the greater of a rate determined by the statutory rate in the relevant jurisdiction or 1.5 % per calendar month, calculated from the due date and accruing monthly thereafter until the date of payment. Down Under Enterprises may also recover its reasonable costs (including legal costs) of collecting overdue amounts from the Customer.
4. RETENTION OF TITLE
Title to the Product does not pass to the Customer until Down Under Enterprises has received payment in full, in cleared funds, for that Product and any other amounts owed by the Customer to Down Under Enterprises.
Risk in the Product (including risk of loss, damage, or deterioration) passes to the Customer in accordance with the Incoterm specified on the order confirmation. Where no Incoterm is otherwise specified, EXW (as described in clause 6.1) applies.
5. DEFAULT, INSOLVENCY & SUSPENSION OF SUPPLY
Down Under Enterprises may, by notice, suspend or cancel further deliveries to the Customer, accelerate payment of all outstanding amounts, and/or exercise its rights under clause 4 (Retention of Title), if:
● the Customer fails to pay any amount when due;
● the Customer breaches these Terms & Conditions and does not remedy that breach within 7 days of being asked to; or
● an Insolvency Event occurs in relation to the Customer, meaning the Customer becomes, states that it is, or is presumed under applicable law to be, insolvent or unable to pay its debts as they fall due, or has a liquidator, receiver, receiver and manager, administrator, trustee, or similar officer appointed over it or any of its assets.
These rights are in addition to, and do not limit, any other rights or remedies available to Down Under Enterprises at law or under these Terms & Conditions.
6. FREIGHT, DELIVERY & RISK
6.1 Delivery Terms
Unless otherwise agreed in writing or stated on the invoice, essential oils and carrier oils are sold EXW from our Australian warehouse.
6.2 Shipment Timing
Most in-stock orders ship within 3 business days of receipt of the Order. Lead time for other products will vary; please request an estimate at the time of ordering.
6.3 Hazardous Goods
Some oils are classified as hazardous materials (Dangerous Goods) when shipped by road, air or sea. Some countries restrict or prohibit the import of hazardous material shipments. Hazardous shipments must be packed in accordance with applicable regulations and may incur additional packaging costs, cost, and longer shipping times. Customers should refer to the Safety Data Sheet (SDS) for the relevant product for flash point and handling information, and are responsible for maintaining an SDS on file as required by law in their jurisdiction.
6.4 Storage of Essential Oils
Essential oils have a limited shelf life. Oils should be stored in full, tightly sealed containers away from direct light, at room temperature. For additional information, please refer to our QA written advice.
These recommendations are general guidance only; storage requirements vary between different oils. Customers should refer to the Safety Data Sheet (SDS) and Certificate of Analysis (COA) for the specific product for authoritative storage and handling requirements.
6.5 Loss in Transit
Risk and legal possession of the shipment pass to the Customer in accordance with the agreed INCOTERMS. The Customer is responsible for lodging any loss-or-damage claim directly with that carrier.
Where a shipment arrives visibly damaged or short, the Customer must note this on the delivery documentation (e.g. bill of lading or delivery receipt) at the time of receipt. Failure to do so may void the right to claim against the carrier and against Down Under Enterprises. Where a shipment was made using Down Under Enterprises' nominated carrier account, damaged merchandise must be retained in its original packaging until the carrier has inspected it, and such inspection report provided to Down Under Enterprises so that a claim can be lodged with the carrier.
7.RETURNS, CREDITS & QUALITY COMPLAINTS
7.1 Grounds for Return
Returns will only be accepted where:
(a) a quality complaint is upheld under clause 7.4;
(b) the return arises from an error by Down Under Enterprises in fulfilling the order; or
(c) the return relates to transit damage or shortage properly notified under clause 6.5.;
(d) Returns sought for any other reason are accepted only at Down Under Enterprises' sole discretion.
7.2 Restocking Fee
Returned merchandise is subject to a 20% restocking and handling fee, except where the return is due to a quality complaint upheld under clause 7.4 or an error by Down Under Enterprises.
7.3 Return Process
Claims for a return must be made within 10 days of receipt of goods, by contacting Quality Assurance to request a Return Materials Authorisation (RMA). No returns will be accepted after 30 days of receipt, under any circumstances. Each returned item must be clearly labelled with its RMA number; failure to do so may delay processing of any credit. To receive full credit, returned items must be in good, saleable condition, in their original container with the original quality seal intact, except where the return relates to a quality complaint.
Where a return is accepted under clause 7.1(a) or (b), Down Under Enterprises bears the cost of return freight. Where a return is accepted at Down Under Enterprises' discretion under any other ground, the Customer bears the cost of return freight.
7.4 Quality Complaints
Credit for a quality-based return is subject to Down Under Enterprises' evaluation of the returned product. We may test the returned oil against our retained sample in the same method as was determined by our QA prior to the release of the original Certificate of Analysis. If testing confirms the oil is consistent with the original Certificate of Analysis, the claim will be declined.
7.5 Post-Sale Quality Support
Down Under Enterprises will respond to quality or compliance queries, and provide re-issued Certificates of Analysis on reasonable request, from the date of shipment until the re-test date as stated on the supplied COA. Costs of any such re-issued Certificate of Analysis will be borne by the Customer. This clause does not extend the timeframes in clauses 7.2–7.4.
8. CANCELLATIONS
An order, once confirmed in accordance with clause 2.1, constitutes a binding commitment by the Customer to purchase the ordered goods. A confirmed order may only be cancelled or amended with Down Under Enterprises' prior written consent, which may be given subject to a cancellation fee of 20% of the order value.
Shipped orders are subject to clause 7 (Returns, Credits & Quality Complaints). Orders for non-stock “special order” items, or items manufactured or distilled to the Customer's specification, are non-cancellable and non-returnable once production or procurement has commenced.
9. CONDITION OF SALE
9.1 General
All products are sold on a wholesale basis for further processing, manufacture, or resale. Down Under Enterprises does not warrant that its standard labelling is suitable for end-consumer retail sale, and the Customer is responsible for ensuring any relabelling or repackaging complies with the laws of the jurisdiction in which it sells the product.
9.2 Product Specification
Each Product is sold against the Certificate of Analysis (COA) applicable to the relevant batch, which constitutes the contractual specification for that Product. Where no COA is issued for a particular order, Down Under Enterprises' standard specification applies.
10. LIMITATION OF LIABILITY
10.1 General
Down Under Enterprises maintains quality control checks intended to minimise errors in fulfilling orders. Customers should inspect goods promptly on receipt and notify us of any concern in accordance with clause 7.
To the maximum extent permitted by law, Down Under Enterprises' total liability arising out of or in connection with an order is limited, at our election, to the replacement of the Product, the resupply of equivalent product, or a refund of the amount paid for the affected Product and associated freight. Down Under Enterprises is not liable for indirect, consequential, or special loss, or loss of profits, revenue, or business opportunity, except to the extent such liability cannot be excluded by law.
10.2 Aggregate Cap
Without limiting clause 10.1, Down Under Enterprises' total aggregate liability arising out of or in connection with an order must not exceed the value of the goods, except to the extent such limitation cannot be excluded by law.
11. INDEMNIFICATION
• Customer indemnity: The Customer indemnifies Down Under Enterprises against any loss, liability, cost, or claim arising from (a) the Customer's relabelling, repackaging, or downstream use of the Product; (b) the Customer's breach of clause 9 (Condition of Sale); or (c) any third-party claim arising from the Customer's marketing, resale, or end use of the Product — except, in each case, to the extent caused by Down Under Enterprises' breach of these Terms & Conditions or negligence.
• Down Under Enterprises indemnity: Down Under Enterprises indemnifies the Customer against any loss, liability, cost, or claim arising from (a) a third-party claim that the Product, as supplied by Down Under Enterprises and used in accordance with these Terms & Conditions and any applicable product specification, infringes that third party's intellectual property rights (including in Down Under Enterprises' branding, trademarks, or formulation); or (b) Down Under Enterprises' negligence or breach of these Terms & Conditions — except, in each case, to the extent caused by the Customer's relabelling, repackaging, modification, or use of the Product other than as supplied or as directed by Down Under Enterprises.
• Claims handling: Each party's indemnity under this clause is conditional on the indemnified party promptly notifying the indemnifying party of the claim, giving the indemnifying party control of the defence and settlement of the claim, and providing reasonable cooperation and information, in each case at the indemnifying party's cost.
12. INSURANCE
Down Under Enterprises maintains Public and Product Liability Insurance of AUD20,000,000 in connection with the supply of Product, and Marine Transport Insurance where required. The Customer is responsible for maintaining its own insurance, including product liability insurance, in respect of its resale, relabelling, or downstream use of the Product.
13. FORCE MAJEURE
Neither party is liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including natural disaster, fire, flood, drought, bushfire, crop failure or other disruption to agricultural supply, war, civil unrest, labour disputes, governmental action, or failure of transport or utilities, provided the affected party notifies the other promptly and uses reasonable efforts to mitigate the impact.
14. EXPORT CONTROL & TRADE COMPLIANCE
The Customer must comply with all applicable export control, customs, and sanctions laws in connection with an order, including those of Australia, the United States, and the Customer's own jurisdiction. Down Under Enterprises may refuse, suspend, or cancel an order where it reasonably believes fulfilment would breach any such law, including where the Customer or an end-user appears on a sanctions or denied-party list.
15. ANTI-BRIBERY & ANTI-CORRUPTION
Each party must comply with applicable anti-bribery and anti-corruption laws, including the Australian Criminal Code Act 1995 (Cth) and, where applicable, the U.S. Foreign Corrupt Practices Act. Neither party may offer, give, or receive any improper benefit in connection with an order.
16. MODERN SLAVERY & ETHICAL SOURCING
Down Under Enterprises is committed to ethical and sustainable sourcing practices. Our comprehensive policy on Human Rights Protection is detailed in our Suppliers Code of Conduct. The Customer must not use the Product in a manner inconsistent with applicable modern slavery or human rights laws.
17. CONFIDENTIALITY
Each party must keep confidential any pricing, commercial, or technical information disclosed by the other in connection with an order, and must not disclose it to a third party without the other's consent, except as required by law.
18. INTELLECTUAL PROPERTY
18.1 General
All Certificates of Analysis, Safety Data Sheets, quality assurance documentation, product specifications, and marketing materials provided by Down Under Enterprises remain the property of Down Under Enterprises (or its licensors). The Customer receives a limited, non-exclusive licence to use such materials solely for its own internal compliance, quality assurance, and regulatory purposes in connection with the purchased Product, and must not alter, sublicense, or represent them as its own.
18.2 Use of Down Under Enterprises' Content Materials
Any permission granted to the Customer to use Down Under Enterprises' images, photographs, written content, descriptions, statements, certifications, or other materials relating to our plants, farms, growers, production practices, sourcing practices, or agricultural operations is limited, non-exclusive, revocable, and may be used only in connection with the promotion, resale, or description of Product purchased from Down Under Enterprises. If the Customer has not purchased Product from Down Under Enterprises for a continuous period of two years or more, Down Under Enterprises reserves the right to require the Customer, by written notice, to remove or cease using any such content from the Customer's website, social media, advertising, packaging, marketing materials, sales materials, or any other media outlet or publication controlled by the Customer. The Customer must comply with any such request within a reasonable period specified in the notice.
19. PRIVACY & MARKETING
Down Under Enterprises collects and uses Customer contact information to process orders, provide order and shipment updates, and, where the Customer has not opted out, for marketing communications about products and offers, in accordance with Down Under Enterprises Privacy Policy. The Customer may opt out of marketing communications at any time by contacting marketing@downunderenterprises.com.
20. PRODUCT RECALL / REGULATORY WITHDRAWAL
Where Down Under Enterprises becomes aware of a safety, quality, or regulatory issue affecting Product already shipped, it will notify affected Customers and take reasonable steps to recall or arrange remediation of affected stock, at Down Under Enterprises' cost where the issue is attributable to Down Under Enterprises. The Customer must cooperate with any recall, including by ceasing further resale or use of affected stock on request.
21. DISPUTE RESOLUTION
If a dispute arises under these Terms & Conditions, the parties will first attempt to resolve it through good-faith negotiation between their respective representatives. If the dispute is not resolved within 30 days, either party may pursue any remedy available to it at law. Each party must continue to perform its obligations under any unaffected orders while a dispute is being resolved.
22. GENERAL
● Governing law: These Terms & Conditions are governed by the laws of New South Wales, Australia, and each party submits to the non-exclusive jurisdiction of the courts of New South Wales, unless a separate written agreement with the Customer specifies another governing law (for example, for certain US-based accounts).
● Assignment: The Customer must not assign or transfer its rights or obligations under an order without Down Under Enterprises' prior written consent.
● Set-off: Down Under Enterprises may set off any amount owed to it by the Customer against any amount it owes to the Customer.
● Severability: If any provision of these Terms & Conditions is found invalid or unenforceable, the remaining provisions continue in full force.
● Amendment: Down Under Enterprises may update these Terms & Conditions from time to time; the version in effect at the time an order is placed applies to that order.
● Entire agreement: These Terms & Conditions, together with the relevant invoice or order confirmation, constitute the entire agreement between the parties in relation to an order.
● Notices: Any formal notice under these Terms & Conditions must be given in writing to the address or email set out in clause 23 (Contact), and is deemed received within 5 business days of sending.
● Language: These Terms & Conditions are issued in English. In the event of any conflict with a translated version, the English version prevails.
23. CONTACT
Questions about these Terms & Conditions, credit applications, or an order can be directed to info@downunderenterprises.com.
