TERMS OF TRADE
Effective 1 October 2026 · Reef Brazil (Aust) Pty Ltd · ABN 35 060 356 694
These Terms of Trade set out the agreement between you (the Customer) and Reef Brazil (Aust) Pty Ltd ABN 35 060 356 694 (Reef, we, us) for the wholesale supply of Reef product in Australia. They replace all earlier versions, including our February 2005 Terms of Trade.
Please read them carefully. They apply every time you order from us, and we apply them consistently to every customer. If a term is unclear, ask your Reef sales representative before you place an order.
These terms apply to wholesale trade customers only. They do not limit the rights of consumers who buy Reef product from you — see clause 11.
1. THESE TERMS AND HOW THEY APPLY
1.1 These terms apply to every order you place and every product we supply, unless we agree otherwise in writing signed by an authorised Reef representative.
1.2 You accept these terms when you place an order, sign a credit application, or accept delivery of product — whichever happens first.
1.3 If your purchase order, trading agreement or portal contains terms that differ from these terms, these terms prevail. Our supplying product against your purchase order is not acceptance of your terms.
1.4 Where you also hold a Reef credit account, these terms are read together with your credit application and any deed of guarantee. If there is an inconsistency, these terms prevail on trading matters and the credit application prevails on credit and security matters.
2. ORDERS, ALLOCATION AND CANCELLATION
2.1 Forward (indent) orders. Seasonal orders are placed against a delivery month. We confirm accepted orders in writing by email. An order is not binding on us until we confirm it.
2.2 Changes and cancellations. Any change to, or cancellation of, a confirmed order must be sent to us in writing (email is fine) and must be received by us at least 30 days before the first day of the scheduled delivery month. We are not obliged to accept later changes.
2.3 Back orders. Product not available in the scheduled delivery month is held as a back order and shipped when stock arrives, unless you cancel it in writing first. You are responsible for cancelling any order you no longer want; late delivery on its own is not a ground for return.
2.4 If we are running late. If we have not delivered a confirmed order within 30 days after the end of its scheduled delivery month, you may cancel the undelivered part of that order by written notice at no cost to you.
2.5 Allocation. If demand exceeds supply we may allocate available stock between customers on a reasonable basis. We will tell you promptly if your order is affected. Except as set out in clause 2.4, we are not liable for loss caused by short supply or by an order we do not accept.
2.6 Minimums. Minimum order quantities, order deadlines and current range availability are set out in the trade price list in force at the time you order.
3. PRICES, GST AND PRICE CHANGES
3.1 The price for product is the price in our trade price list in force at the date of delivery.
3.2 Prices are quoted excluding GST, freight, and any other tax, duty or charge, unless we state otherwise. These are shown separately on your invoice.
3.3 If a price for confirmed product increases, we will notify you in writing at least 30 days before delivery. If the increase is more than 5%, you may cancel the affected part of the order within 14 days of our notice at no cost to you.
3.4 We may publish a recommended retail price. It is a recommendation only — you are free to set your own resale prices, and nothing in these terms requires you to sell at, above or below any particular price.
4. DELIVERY, FREIGHT AND RISK
4.1 We deliver within Australia using our nominated carrier. Freight is charged on your invoice at our prevailing freight rates at the date of delivery.
4.2 Delivery dates and windows are estimates given in good faith. Time is not of the essence, but see clause 2.4 if we are materially late.
4.3 Risk in product passes to you on delivery to you, to your nominated address, or to your agent or carrier — whichever happens first. From that point you must keep the product insured for its full replacement value until it is paid for.
4.4 Title in product does not pass to you until you have paid us in full for that product and all other amounts you owe us on any account — see clause 9.
4.5 Shortages, damage and wrong deliveries. Check every delivery on arrival. Notify us in writing within 7 days of the delivery date shown on the invoice, with the invoice number and photos where relevant. Notify invoice or pricing errors within 15 days of the invoice date. Nothing in this clause limits your rights for product that is faulty or not as described — see clauses 10 and 11.
5. PAYMENT TERMS
5.1 Standard terms: net 30 days from the end of the month in which the product was invoiced.
5.2 Early payment discount: 2.5% where cleared payment is received by us within 10 days of the invoice date.
5.3 The early payment discount is not available if payment is not actually received within that time, or if any part of your account is in arrears when you pay.
5.4 Pay by electronic funds transfer to the account shown on your invoice, quoting your customer number and invoice numbers. We do not accept cheques. Card payments may be accepted with a surcharge no greater than our cost of acceptance.
5.5 You must pay in full without set-off, deduction or withholding. Do not deduct a claimed credit from a payment before we have issued the credit note — unapproved deductions leave the account in arrears.
5.6 We issue invoices, statements and credit notes electronically to the email address on your account. Keep that address current.
5.7 Beware of payment fraud. We will never advise a change to our bank details by email alone. If you receive a request to change our account details, call us on the number in clause 22 before paying.
6. CREDIT ACCOUNTS AND OVERDUE AMOUNTS
6.1 Credit is provided at our discretion, subject to an approved credit application, and is subject to a credit limit we set and may review.
6.2 An account's age is measured in days after the end of the month in which the product was invoiced. Once an amount is more than 30 days old it is in arrears and the account is no longer current.
6.3 Amounts in arrears carry an administration charge of 1.5% per month (calculated daily on the overdue balance) from the due date until payment. This is a reasonable estimate of our cost of funding and administering overdue accounts.
6.4 What happens as an account ages. We follow this sequence, and we will contact you before each step:
· 30 days past due — written reminder; early payment discounts suspended.
· 60 days past due — account placed on hold; further orders and dispatches suspended until the account is current.
· 90 days past due — we may refer the debt to a collection agent or commence recovery action after giving you at least 7 days' written notice, unless we reasonably believe delay would prejudice recovery (for example, if you appear to be insolvent).
6.5 You must reimburse our reasonable costs of recovering an overdue amount, including collection agent and legal costs reasonably incurred.
6.6 We may suspend supply, reduce your credit limit or require payment in advance if your account is in arrears, if you exceed your credit limit, or if we reasonably believe your financial position has materially deteriorated. We will tell you in writing when we do.
6.7 Tell us within 14 days if there is any change in your ownership, control, directors, partners, business name or trading structure, or anything that materially affects your ability to pay. A change of ownership or control requires a new credit application.
7. PRIVACY, CREDIT REPORTING AND YOUR INFORMATION
7.1 We handle personal information in line with the Privacy Act 1988 (Cth) and the Australian Privacy Principles. Our privacy policy is at shop-reef.com.au/pages/privacy-policy and explains what we collect, how we use it and how to access, correct or complain about it.
7.2 By applying for or holding a credit account, you agree that we may collect, use and disclose credit information about the applicant, its directors and guarantors for the purposes permitted by Part IIIA of the Privacy Act and the Privacy (Credit Reporting) Code — including obtaining a credit report, exchanging information with credit reporting bodies and other credit providers, assessing your application, monitoring the account, and collecting overdue payments.
7.3 We may conduct business name, company, PPSR and credit searches when assessing or reviewing your account, and charge the reasonable cost of those searches to your account.
7.4 You must not use personal information we give you (for example, consumer warranty contact details) for any purpose other than resolving that matter, and you must handle it in line with your own privacy obligations.
8. CONFIDENTIALITY AND INFORMATION SECURITY
8.1 Trade price lists, discount structures, range plans, sales data and pre-release product information are our confidential information. Do not disclose them to third parties (including other retailers) or publish them, and use them only for trading with us.
8.2 Keep the credentials for any Reef ordering portal secure and do not share them outside your business.
8.3 Tell us promptly if you become aware of a security incident affecting our confidential information or any personal information you hold as a result of trading with us.
9. SECURITY INTEREST (PPSA)
9.1 In this clause, PPSA means the Personal Property Securities Act 2009 (Cth), and terms defined in the PPSA have the same meaning here.
9.2 These terms constitute a security agreement. You grant us a security interest in all product we supply to you (and in its proceeds) to secure payment of all amounts you owe us on any account, whenever they arise. Where we supply product on credit, that security interest is a purchase money security interest.
9.3 Until you have paid us in full for the product, you hold it as fiduciary bailee for us. You must keep it identifiable and separately identifiable from other stock where reasonably practicable, and must not allow any other security interest, lien or encumbrance to attach to it.
9.4 You consent to us registering our security interest on the Personal Property Securities Register, and you must do anything we reasonably ask (including providing information and signing documents) to enable us to register, maintain and enforce it. You must not register a financing statement in respect of our product, or change your details in a way that affects our registration, without notifying us within 5 business days.
9.5 You may sell the product in the ordinary course of your retail business, but the proceeds are held for us to the extent of what you owe us.
9.6 We may enforce our security interest, retake possession of product and recover our costs of doing so if you fail to pay any amount when due, materially breach these terms, become insolvent or have a receiver, administrator, liquidator or similar officer appointed, or dispose of assets outside the ordinary course of business.
9.7 To exercise those rights we may enter premises you own or occupy where we reasonably believe our product is held. We will give you reasonable notice and enter during business hours, except where we reasonably believe notice would result in the product being removed, concealed or dealt with contrary to these terms.
9.8 To the extent permitted by the PPSA, you and we agree that sections 95, 118, 121(4), 130, 132(3)(d), 132(4), 135, 142 and 143 of the PPSA do not apply, and you waive your right to receive a verification statement under section 157.
9.9 Neither party may disclose information of the kind in section 275(1) of the PPSA, except where required by law or permitted under section 275(7).
10. CLAIMS, RETURNS AND AUTHORISATION
How to lodge a claim
Contact our customer service team by email at info@reef.net.au or phone 03 5261 6244, quoting the invoice number and date. If we approve a claim, we issue a credit note to your account and email it to you.
Returns
10.1 Do not return product without a return authorisation (RA) number from your Reef sales representative or our Torquay office.
10.2 Mark the RA number clearly on the outside of every carton, and include a note or completed claim form inside stating the RA number, the invoice number and date, and the reason for return.
10.3 Return product by the method we specify when we issue the RA. Where we arrange the carrier for a shipping error or faulty product, we pay the return freight; otherwise return freight is at your cost.
10.4 Product returned without a valid RA number, or outside the procedure above, may be returned to you at your cost or, at our discretion, accepted subject to the restocking fee below. This does not apply to product returned because it is faulty, or was not what you ordered — those returns are handled under clause 11 at our cost.
10.5 Restocking fee: product accepted back for your convenience (for example, over-ordering or a change of plan) is subject to a restocking fee of 15% of the invoice value, and must be unworn, unmarked and in original saleable packaging. Product bought on clearance or made to order is not returnable for convenience.
11. CONSUMER GUARANTEES AND PRODUCT WARRANTY
Nothing in these terms excludes, restricts or modifies any guarantee, right or remedy you or a consumer have under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) that cannot lawfully be excluded. Where the ACL applies and we are permitted to limit our liability, our liability is limited to replacing or repairing the product, resupplying equivalent product, or paying the cost of doing so.
11.1 Faulty product you hold in stock. If product we supply is faulty, not as described, or otherwise fails a consumer guarantee, we will replace it, repair it or credit it, and we pay the freight both ways.
11.2 Consumer claims you receive. Where a consumer returns Reef product to you with a warranty issue, help them in line with the ACL. Submit the claim to us with the consumer's proof of purchase and photographs of the fault, using the RA process in clause 10. We assess claims within 10 business days.
11.3 Reef manufacturing warranty. We warrant our product against manufacturing defects for 12 months from the consumer's date of purchase, in addition to consumer guarantees. Normal wear and tear, misuse, neglect, accidental damage and alteration are not covered.
11.4 Do not make representations about Reef product, or about warranty cover, that go beyond our published product information and warranty terms.
11.5 We do not exclude or limit any right you have under section 274 of the ACL to be indemnified by us where you incur liability to a consumer because of product we supplied.
11.6 Product safety and recalls. If we notify a safety issue or recall, you must stop selling the affected product immediately, follow our instructions, and give us reasonable assistance and records. We reimburse your reasonable costs of complying.
12. OUR LIABILITY
12.1 Subject to clause 11 and to any liability that cannot lawfully be excluded, neither party is liable to the other for indirect or consequential loss, loss of profit, loss of revenue, loss of anticipated savings, loss of goodwill or business interruption.
12.2 Subject to clause 11, our total liability arising from or in connection with product we supply is limited to the amount you paid us for the product giving rise to the claim.
12.3 These limits do not apply to liability for death or personal injury caused by our negligence, fraud, or a breach of clause 8 (confidentiality).
12.4 Each party must take reasonable steps to mitigate its loss.
13. HOW REEF PRODUCT IS SOLD: CHANNELS AND BRAND PRESENTATION
Reef is a premium brand and we invest in it. We supply product on the condition that it is well presented and sold through channels we have approved. This clause protects brand equity; it does not restrict the prices at which you sell (see clause 3.4).
13.1 You may sell Reef product only from the stores and websites listed in your credit application or otherwise approved by us in writing. Tell us before you open, close or relocate a store, or launch a new website.
13.2 You may sell only to end consumers buying at retail. You must not sell to wholesalers, resellers or exporters, or to anyone you know or reasonably suspect is buying for resale, and you must not knowingly supply product into markets outside Australia and New Zealand.
13.3 Your own website. You may sell Reef product through your own transactional website, provided you use current approved imagery and product copy, and present the brand consistently with our brand guidelines.
13.4 Third-party marketplaces. Listing Reef product on third-party marketplaces or resale platforms (for example Amazon, eBay, Catch, TikTok Shop, Temu or similar) requires our prior written consent, which we may withhold or make conditional at our discretion.
13.5 Off-price and clearance channels. Supplying or listing Reef product through off-price retailers, outlet channels, discount department stores, liquidators, flash-sale sites or daily-deal sites requires our prior written consent.
13.6 Paid search and social. Do not bid on, or use, Reef trade marks in paid search keywords, ad copy, domain names, social handles or app names without our written consent. Affiliate, influencer and dropship arrangements involving Reef product also need our written consent.
13.7 You must not remove, alter or obscure labels, swing tags, barcodes, size stickers or care information, repackage product, or sell product as new after it has been worn or returned.
13.8 If you sell Reef product other than as permitted in this clause, or through an unapproved channel, we may suspend supply on written notice and require you to remove the listings.
14. TRADE MARKS AND MARKETING ASSETS
14.1 We are the exclusive Australian licensee and distributor of the Reef trade marks and associated intellectual property (IP). You get no ownership rights in the IP.
14.2 You may use the IP only to advertise and sell product you bought from us, in the form we supply it, and in line with our brand guidelines. Any other signage, promotional material, campaign or co-branded asset needs our prior written approval.
14.3 Do not use or register any trade mark, business name, domain name or social handle that is substantially identical or deceptively similar to the Reef trade marks, and do not source product bearing the Reef trade marks from anyone other than us.
14.4 You must not modify our logos, artwork, photography or video, or use them to promote non-Reef product.
14.5 If we ask, you must promptly stop using the IP and remove signage, advertising and promotional material that uses it. If your account is closed, you may continue selling remaining Reef stock for 6 months, using the IP only for that purpose.
14.6 Tell us if you become aware of counterfeit Reef product or misuse of the IP, and give us reasonable assistance in dealing with it.
15. COMPLIANCE AND RESPONSIBLE BUSINESS
15.1 Each party must comply with all laws that apply to it in performing these terms, including consumer, product safety, privacy, work health and safety, anti-bribery and sanctions laws.
15.2 You must not engage in, and must take reasonable steps to ensure your operations are free from, modern slavery within the meaning of the Modern Slavery Act 2018 (Cth). Give us reasonable information to support our supply chain reporting if we ask.
15.3 Tell us promptly if you become aware of a material compliance issue affecting Reef product, including a product safety incident or a regulator enquiry.
16. EVENTS OUTSIDE OUR CONTROL
Neither party is liable for failure or delay in performing its obligations (other than an obligation to pay money) caused by an event beyond its reasonable control, including natural disaster, fire, flood, epidemic, war, civil unrest, industrial action, government action, cyber attack, failure of utilities, or material disruption to shipping, freight or manufacturing. The affected party must notify the other promptly and take reasonable steps to reduce the impact. If the event continues for more than 60 days, either party may cancel the affected orders by written notice.
17. SUSPENSION, TERMINATION AND WHAT HAPPENS NEXT
17.1 Either party may end the trading relationship by giving the other 30 days' written notice.
17.2 We may suspend supply or end the relationship immediately by written notice if you fail to pay an amount that is more than 60 days overdue, materially breach these terms and do not fix it within 14 days of our notice, become insolvent, or do something that in our reasonable opinion materially damages the Reef brand.
17.3 Ending the relationship does not affect amounts already owing. All amounts you owe become immediately payable, our rights under clauses 9 (security interest) and 14 (IP) continue, and we may cancel undelivered orders.
18. CHANGES TO THESE TERMS
18.1 We may update these terms from time to time. We will give you at least 30 days' written notice of a change, publish the current version on our website and email a copy to the address on your account.
18.2 Orders we have already confirmed are governed by the terms in force when we confirmed them.
18.3 If you do not accept a change, you may end the trading relationship under clause 17.1 before the change takes effect. Continuing to order after the change takes effect means you accept it.
18.4 You cannot vary these terms unilaterally. Amendments written onto a purchase order or portal submission have no effect, and our shipping such an order is not acceptance of them.
19. IF SOMETHING GOES WRONG: RESOLVING DISPUTES
19.1 If a dispute arises, tell the other party in writing what the issue is and what outcome you want. Each party must have a senior representative available to discuss it within 10 business days.
19.2 If it is not resolved within 20 business days, either party may refer it to mediation through the Victorian Small Business Commission before starting court proceedings. This does not prevent either party seeking urgent injunctive relief, or us recovering an undisputed overdue debt.
19.3 Keep paying undisputed amounts while a dispute is on foot.
20. NOTICES
Notices under these terms must be in writing and may be given by email to the address each party last notified for that purpose (for us, the address in clause 22; for you, the email on your account). A notice sent by email is taken to be received on the business day it is sent, unless a delivery failure is received. Documents may be signed electronically, and an electronic signature has the same effect as a wet signature.
21. GENERAL
21.1 Assignment. You may not assign or transfer your rights under these terms without our written consent. We may assign our rights to a related body corporate or to a purchaser of our business.
21.2 Independent parties. Nothing here creates a partnership, agency, joint venture or franchise, and neither party may hold itself out as able to bind the other.
21.3 Waiver. Not enforcing a right on one occasion is not a waiver of that right.
21.4 Severability. If part of these terms is unenforceable, it is severed and the rest continues to apply.
21.5 Entire agreement. These terms, your credit application and any written agreement signed by an authorised Reef representative are the entire agreement between us on their subject matter.
21.6 Governing law. These terms are governed by the law of Victoria, Australia, and each party submits to the non-exclusive jurisdiction of the courts of Victoria and the courts that hear appeals from them.
22. CONTACT US
Customer service, accounts and administration
Reef Brazil (Aust) Pty Ltd — 18 Baines Court, Torquay VIC 3228
Phone 03 5261 6244
Email info@reef.net.au (accounts, claims and returns)
Web shop-reef.com.au
These terms are a commercial draft prepared for review. Have them reviewed by your legal adviser before you publish or rely on them.