Wholesale Terms & Conditions

Australia & New Zealand

Effective Date: 23 September 2026
Version: 1.0

These Terms replace and consolidate Greenwood Leather’s previous wholesale policies with effect from 23 September 2026.

These Wholesale Terms & Conditions apply to wholesale purchases of Greenwood Leather products by approved business customers in Australia and New Zealand.

For these Terms:

“Greenwood Leather”, “Greenwood”, “we”, “us” or “our” means the legal entity identified as the seller on the applicable Greenwood Leather invoice.

“Retailer”, “Customer”, “you” or “your” means the business approved by Greenwood Leather to purchase products on wholesale terms.

By applying for a wholesale account, accepting these Terms, placing a wholesale order or accepting delivery of goods, the Retailer agrees to these Terms.

1. Wholesale Account Approval

All wholesale accounts are subject to approval by Greenwood Leather.

Submitting a wholesale application does not automatically entitle an applicant to:

• Access wholesale pricing;
• Place wholesale orders;
• Receive credit terms;
• Receive any particular pricing tier or catalogue.

Until an application is approved, wholesale prices and ordering functionality may remain unavailable.

Greenwood Leather may reasonably request additional information before approving an account.

Greenwood may suspend, review or close an account where reasonably necessary, including because of:

• Overdue payments;
• Material breach of these Terms;
• Misuse of the wholesale account;
• Fraudulent or materially inaccurate information;
• Repeated payment problems;
• Unauthorised or misleading use of Greenwood intellectual property.

Where reasonably practicable, Greenwood will notify the Retailer of the reason.

2. Business Information

The Retailer must provide complete and accurate information, including where applicable:

• Legal business name;
• Trading name;
• ABN or NZBN;
• Website;
• Contact details;
• Billing address;
• Delivery address.

The Retailer must notify Greenwood Leather of any material change to its business or account information.

3. Account Security and Authorised Users

The Retailer is responsible for maintaining the security of its wholesale account and authorised-user access.

Orders submitted through an authorised retailer account may be treated as authorised by the Retailer unless Greenwood has been notified of unauthorised access.

The Retailer should notify Greenwood promptly if account credentials are lost, compromised or being used without authority.

4. Australian and New Zealand Pricing

Wholesale pricing is determined by the Shopify B2B catalogue applicable to the Retailer's approved company or company location.

Australia

Approved Australian wholesale customers receive the applicable Australian wholesale pricing in AUD.

New Zealand

Approved New Zealand wholesale customers receive the applicable New Zealand wholesale pricing in NZD.

Australian and New Zealand wholesale pricing may differ.

Prices displayed to an approved logged-in Retailer will be determined by the applicable B2B catalogue and should not be treated as a universal wholesale price available to all customers.

5. Shared Australia and New Zealand Inventory

Australia and New Zealand generally operate from a shared Greenwood Leather inventory pool, unless Greenwood advises otherwise for a particular product or location.

Accordingly, an order placed by an Australian customer may reduce stock available to New Zealand customers and vice versa.

Inventory displayed online represents Greenwood's current inventory records and may change as orders are processed.

Displayed availability does not guarantee that stock will remain available until an order is accepted and processed.

6. Wholesale Prices and Taxes

Unless expressly stated otherwise, wholesale prices are exclusive of applicable GST or other applicable taxes.

Applicable taxes will be calculated or added in accordance with the relevant market, invoice and checkout requirements.

Greenwood Leather may change:

• Wholesale prices;
• B2B catalogue prices;
• Quantity breaks;
• Volume-pricing tiers;
• Recommended retail prices;

from time to time.

Changes apply prospectively and will not normally alter the agreed price of an order already accepted by Greenwood.

Greenwood may correct an obvious pricing, data-entry or system error. Where such an error materially affects an order, Greenwood will contact the Retailer before proceeding where reasonably practicable.

7. Recommended Retail Price

Any RRP displayed or supplied by Greenwood Leather is a recommended retail price only.

Retailers remain responsible for independently determining their own resale prices.

Greenwood Leather does not require Retailers to sell products at or above the recommended retail price.

Any retailer-margin percentage displayed on the B2B website is indicative only. Actual retailer margin may vary because of:

• GST;
• Freight;
• Discounts;
• Promotions;
• Payment costs;
• The Retailer's actual selling price;
• Other operating costs.

8. Minimum Wholesale Order

The minimum wholesale order value is:

Australia

AUD $300

New Zealand

NZD $300

The minimum applies to the value of goods before freight and applicable taxes.

The B2B website may prevent checkout until the applicable minimum order value has been reached.

9. Minimum Quantities, Pack Sizes and Volume Pricing

Certain products may have:

• Minimum order quantities;
• Case quantities;
• Pack quantities;
• Quantity increments;
• Maximum quantities;
• Volume-pricing tiers.

These requirements will be displayed through the Greenwood Leather B2B ordering system where applicable.

The applicable quantity and pricing rules at the time an order is submitted form part of that order.

10. Order Submission and Acceptance

Submitting an order through the B2B website does not necessarily constitute final acceptance by Greenwood Leather.

An order is accepted when Greenwood confirms or processes it for supply.

Greenwood may contact the Retailer before acceptance where there is:

• A stock discrepancy;
• An obvious pricing error;
• A payment issue;
• An account restriction;
• Suspected fraudulent activity;
• Another reasonable operational issue preventing supply.

11. Payment Terms

Unless specifically approved for credit terms, orders must be paid using the payment options presented through the wholesale checkout or invoice.

Approved credit customers may receive 30-day payment terms.

For an approved 30-day account, payment is due within 30 calendar days from the invoice date, unless another period is agreed in writing.

Credit facilities are provided at Greenwood Leather's discretion and may be reviewed based on reasonable commercial considerations, including payment history.

Greenwood may withdraw or reduce credit facilities where there are reasonable grounds to do so.

12. Purchase Order Numbers

Where a Retailer provides a purchase order number, the Retailer is responsible for ensuring:

• The purchase order is authorised;
• The information provided is accurate;
• The person placing the order has authority to act for the Retailer.

The absence of a Retailer's internal purchase order number does not invalidate an otherwise authorised order.

Terms printed on or attached to the Retailer's purchase order do not override these Wholesale Terms unless Greenwood Leather expressly accepts those alternative terms in writing.

13. Overdue Accounts

Where an invoice becomes overdue, Greenwood Leather may reasonably:

• Suspend further deliveries;
• Suspend wholesale ordering access;
• Place unfulfilled orders on hold;
• Withdraw credit terms;
• Require future orders to be prepaid.

The Retailer may also be required to reimburse Greenwood Leather for reasonable external debt-recovery or enforcement costs incurred because of the overdue debt, to the extent permitted by law.

14. No Set-Off

Unless required by law or agreed by Greenwood Leather in writing, the Retailer must pay undisputed invoice amounts when due without withholding or deducting those amounts because of a separate claim or dispute.

This does not prevent the Retailer from pursuing a genuine claim separately.

15. Freight – Australia

There is no free-freight threshold for Australian wholesale orders.

Freight is charged at the actual shipping cost applicable to the order.

The freight charge may depend on factors including:

• Delivery destination;
• Number of cartons;
• Shipment weight;
• Shipment dimensions;
• Carrier;
• Service selected.

16. Freight – New Zealand

There is no free-freight threshold for New Zealand wholesale orders.

Freight is charged at 10% of the goods value of the order before freight and applicable taxes.

17. Dispatch and Delivery

Australia

Wholesale orders are normally dispatched within approximately 2–3 business days after the order is confirmed and ready for processing.

Estimated delivery after dispatch is generally 2–5 business days.

New Zealand

Wholesale orders are normally dispatched within approximately 2–3 business days after the order is confirmed and ready for processing.

Estimated delivery after dispatch is generally 5–8 business days.

All delivery timeframes are estimates only and are not guaranteed delivery dates.

Delivery may be affected by:

• Carrier delays;
• Weather;
• Industrial disruption;
• Customs or border processing;
• Peak trading periods;
• Events outside Greenwood's reasonable control.

18. Failed Delivery and Redelivery

The Retailer is responsible for providing an accurate delivery address and making reasonable arrangements to receive the shipment.

Where delivery cannot be completed because of:

• An incorrect address;
• Failure to provide reasonable access;
• No authorised recipient being available where required;
• Refusal of delivery without proper reason;
• Another circumstance attributable to the Retailer;

Greenwood Leather may charge the reasonable cost of storage, return freight or redelivery.

19. Risk in Goods

Risk of loss or damage to goods passes to the Retailer when the goods are delivered to:

• The Retailer's nominated delivery address;
• An authorised recipient; or
• A carrier independently nominated by the Retailer.

Passing of risk is separate from passing of legal ownership where goods have been supplied on credit.

20. Retention of Title

Where goods are supplied before full payment is received, legal title to those goods remains with Greenwood Leather until Greenwood has received payment in full for those goods.

Until title passes, the Retailer must not knowingly grant another party a security interest over unpaid Greenwood goods that is inconsistent with Greenwood's rights.

The Retailer may resell genuine Greenwood products in the ordinary course of its approved retail business.

Nothing in this clause limits any rights that cannot lawfully be limited.

21. Personal Property Securities

Where a retention-of-title arrangement or another credit arrangement creates a security interest under applicable Australian or New Zealand personal-property-securities legislation, the Retailer acknowledges that Greenwood Leather may take reasonable steps to register, perfect or otherwise protect that security interest.

The Retailer agrees to provide reasonable information and assistance required for that purpose.

Any registration or enforcement will be undertaken only to the extent permitted by applicable law.

22. Backorders

Where an ordered product becomes unavailable, Greenwood Leather may place the unavailable item on backorder and advise the Retailer.

The Retailer may request cancellation of an unfulfilled backordered item before dispatch.

Where Greenwood itself splits an order because stock was unavailable at the time of fulfilment, Greenwood will not normally charge additional freight solely because of that Greenwood-initiated split.

Additional freight may apply where the Retailer requests:

• A split delivery;
• Early partial shipment; or
• Additional products to be added to a later shipment.

23. Inspection of Deliveries

Retailers should inspect all wholesale deliveries promptly.

Any:

• Shortage;
• Incorrect product;
• Incorrect quantity;
• Visible transit damage;

should be reported to Greenwood Leather within 7 days after delivery.

The notification should include where applicable:

• Order or invoice number;
• SKU;
• Quantity affected;
• Description of the issue;
• Supporting photographs.

The 7-day notification period is intended to allow Greenwood to investigate warehouse and carrier issues promptly.

It does not remove separate rights relating to latent manufacturing defects or rights that cannot lawfully be excluded.

24. Wholesale Change-of-Mind Returns

Wholesale goods are purchased primarily for business and resale purposes.

Greenwood Leather does not generally accept wholesale returns merely because:

• The Retailer changes its mind;
• Products do not sell as expected;
• Too much stock was ordered;
• The wrong stock was selected by the Retailer;
• The Retailer no longer requires the goods.

A change-of-mind return may only be accepted where Greenwood agrees in writing.

Where an exception is approved, applicable return freight or reasonable handling arrangements will be communicated before the return is accepted.

Nothing in this clause excludes a right or remedy that cannot lawfully be excluded.

25. Manufacturing-Defect Warranty

Greenwood Leather provides a 12-month warranty against manufacturing defects on wholesale products.

The warranty period runs from the applicable Greenwood Leather invoice or delivery date.

A warranty claim should include:

• Order or invoice number;
• Product name;
• SKU;
• Description of the alleged defect;
• Clear supporting photographs where reasonably possible.

Greenwood Leather will assess each claim.

Where a manufacturing-defect claim is accepted, Greenwood may provide an appropriate remedy which may include:

• Repair;
• Replacement;
• Account credit;
• Refund;

depending on the circumstances and applicable law.

This 12-month manufacturing warranty does not exclude rights that cannot lawfully be excluded.

26. Matters Not Normally Covered by the Warranty

The manufacturing-defect warranty does not normally cover:

• Normal wear and tear;
• Accidental damage;
• Misuse;
• Improper handling;
• Failure to follow reasonable product-care instructions;
• Improper storage;
• Unauthorised repair or alteration;
• Damage caused by third parties;
• Damage resulting from misuse after delivery;
• Natural characteristics of genuine leather.

Leather is a natural material.

Variations in:

• Grain;
• Texture;
• Colour;
• Tone;
• Markings;
• Scarring;

may naturally occur and are not, by themselves, manufacturing defects.

27. Retailer's Obligations to End Customers

The Retailer remains responsible for complying with its own obligations to its customers under applicable law.

The Retailer must not make additional warranties, representations or commitments on behalf of Greenwood Leather unless authorised by Greenwood.

Nothing in these Terms limits any separate obligation Greenwood may have under applicable law.

28. Return Authorisation

Products should not be returned to Greenwood Leather without prior approval.

Where a return is approved, Greenwood will provide the appropriate return instructions.

Unauthorised returns may be refused or returned to the sender where lawful and reasonable.

29. Order Changes and Cancellations

Retailers should review orders carefully before submitting them.

Requests to amend or cancel an order should be made as soon as possible.

Greenwood cannot guarantee that an order can be changed or cancelled once:

• Picking has commenced;
• Packing has commenced;
• Goods have been specially prepared;
• Goods have been dispatched.

Where Greenwood agrees to a late cancellation or amendment, the Retailer may be responsible for reasonable costs already incurred and disclosed by Greenwood.

30. Cancellation or Suspension by Greenwood

Greenwood Leather may cancel or suspend an unfulfilled order where reasonably necessary because of:

• Non-payment;
• Material breach of these Terms;
• Fraud or suspected fraud;
• Insolvency;
• Product unavailability;
• A material pricing or system error;
• An event beyond Greenwood's reasonable control.

Where Greenwood cancels an order for which payment has already been received and the goods are not supplied, Greenwood will refund the applicable amount, subject to any lawful agreed adjustment.

31. Product Information and Natural Variation

Greenwood Leather takes reasonable care to provide accurate:

• Product descriptions;
• Dimensions;
• Specifications;
• Product images;
• Colour information.

Minor differences may occur.

Screen settings, production batches and the natural characteristics of leather can affect the appearance and colour of products.

Product measurements may also be subject to reasonable manufacturing tolerances.

32. Intellectual Property

All Greenwood Leather:

• Trademarks;
• Logos;
• Product photography;
• Catalogue material;
• Product descriptions;
• Artwork;
• Designs;
• Marketing material;
• Other intellectual property;

remain the property of Greenwood Leather or the applicable rights holder.

Approved Retailers may use authorised Greenwood Leather marketing materials solely for the legitimate promotion and resale of genuine Greenwood products.

The Retailer must not:

• Alter Greenwood branding in a misleading way;
• Claim ownership of Greenwood intellectual property;
• Use Greenwood materials to promote counterfeit products;
• Use Greenwood materials to promote competing products in a misleading way;
• Misrepresent its relationship with Greenwood Leather.

Greenwood may reasonably withdraw permission to use particular photographs, logos or marketing materials and may require obsolete, inaccurate or misleading material to be removed within a reasonable period.

33. No Consignment Unless Agreed

Unless Greenwood Leather expressly agrees otherwise in writing, wholesale products are supplied by sale and not on consignment.

Unsold stock cannot be returned merely because it has not sold.

34. Privacy

Information provided through:

• Wholesale applications;
• Customer accounts;
• Company records;
• Orders;
• Communications;

will be handled in accordance with Greenwood Leather's Privacy Policy and applicable privacy requirements.

35. Events Beyond Reasonable Control

Neither party will be responsible for delay or failure to perform an obligation to the extent caused by an event beyond that party's reasonable control.

Examples may include:

• Natural disasters;
• Fire;
• Flood;
• War;
• Terrorism;
• Government action;
• Industrial disruption;
• Transport interruption;
• Port disruption;
• Customs delays;
• Major supply-chain disruption;
• Widespread telecommunications or technology failure.

The affected party should take reasonable steps to minimise the impact of the event.

This clause does not excuse payment obligations that became due before the relevant event.

36. Governing Law and Melbourne Jurisdiction

These Wholesale Terms & Conditions and any contract for the supply of goods by Greenwood Leather are governed by the laws of Victoria, Australia.

Each party irrevocably submits to the exclusive jurisdiction of the courts of Victoria sitting in Melbourne, Australia, and the courts of the Commonwealth of Australia having jurisdiction in Victoria in relation to any dispute, claim or proceeding arising from or connected with these Terms or the supply of goods.

Before commencing court proceedings, the parties must, where reasonably practicable, first attempt in good faith to resolve the dispute through direct negotiation.

If a dispute cannot be resolved through direct negotiation, either party may propose mediation in Melbourne, Victoria, including by videoconference where appropriate.

Nothing in this clause prevents either party from seeking urgent injunctive or interlocutory relief.

Nothing prevents Greenwood Leather from taking reasonable action to recover an undisputed overdue debt.

Nothing in these Terms excludes, restricts or modifies any mandatory law that cannot lawfully be excluded, including any applicable mandatory law of Australia or New Zealand.

37. Applicable Statutory Rights

Nothing in these Terms is intended to exclude, restrict or modify a statutory guarantee, right, remedy or obligation where doing so would be unlawful.

Wholesale products are generally acquired by Retailers for resale.

Where legislation nevertheless applies to a particular transaction, these Terms operate subject to that legislation.

38. Entire Agreement and Priority

These Terms, together with:

• The accepted order;
• Applicable B2B catalogue and pricing;
• Any approved credit arrangement;
• Any other written terms expressly accepted by Greenwood Leather;

form the agreement governing the relevant wholesale supply.

Terms appearing on a Retailer's purchase order, procurement system or other document do not override these Terms unless Greenwood Leather expressly accepts the alternative terms in writing.

39. Changes to These Terms

Greenwood Leather may update these Wholesale Terms from time to time.

Changes apply prospectively.

Where a change is material, Greenwood may require wholesale customers to accept the updated Terms before placing further orders.

Changes will not retrospectively alter an order already accepted unless required by law or expressly agreed by both parties.

40. Severability

If any provision of these Terms is found to be invalid, illegal or unenforceable, that provision will be read down where reasonably possible.

If it cannot be read down, it will be severed and the remaining provisions will continue in effect.

41. No Waiver

A failure or delay by Greenwood Leather to enforce a right under these Terms does not constitute a waiver of that right.

A waiver in relation to one breach does not constitute a waiver in relation to another breach.

42. Acceptance of Wholesale Terms

By ticking the Wholesale Terms acceptance box, submitting a wholesale application and/or placing an approved wholesale order, the Retailer acknowledges that it has read and agrees to these Wholesale Terms & Conditions.