1. DEFINITIONS In these terms and conditions, unless the context otherwise requires:- 

1.1. “GST” means Goods and Services Tax or other tax that is substituted or replaces the GST tax 

1.2. “the Supplier” means Mr. Smith Australia or Mr. Smith 

1.3. “the Customer” means the person or persons, company or business entity as described on the face hereof. 

1.4. “the Goods” means the goods or products sold by the Seller to the Customer as described on the face hereof or otherwise. 

1.5. “the Seller” means the Supplier. 

1.6. “the Services” means any services provided by the Supplier. 

1.7. “quote” means any quote that remains valid for 30 days and includes only the Goods. 

2. GENERAL The only contractual terms which are binding on the Supplier are those set out in this Agreement. 

2.1. Products are sold in multiples of 3. 

3. QUOTATIONS 

3.1. Any quotation provided is an invitation to treat only and not an obligation to sell or offer. In the event of any counter offer by the Customer or any Quote any conflict between any Quote or counter offer and this Agreement this Agreement shall prevail. 

4. PRICE 

4.1. The price charged for the Goods and Services to be provided to the Customer are set out on the face hereof. The Supplier reserves the right to vary any price quoted either orally or in writing. Any Quote given on price is an estimate only. 

4.2. The price excludes GST unless specified. 

5. INVOICING AND PAYMENT 

5.1. For Customers purchasing the Mr. Smith Opening Packages a deposit of 50% is to be made on the date of order prior to dispatch and 50% of the remainder 30 days after the invoice is raised to Mr. Smith without set off, deduction or counterclaim of any kind, unless otherwise agreed prior with Mr. Smith. Payment must be made in accordance with the mechanisms permitted by the relevant ordering system, including any online or B2B portal operated by Mr. Smith. Permitted payment mechanisms include electronic bank transfer to Mr. Smith’s nominated bank account, or credit card. Mr. Smith does not accept payment by cheque, unless otherwise agreed in our sole discretion. Mr. Smith reserves the right to charge the Customer any applicable bank charges, card merchant fees or costs relating to such payment of invoices. For any electronic bank transfer, the Customer must ensure the Mr. Smith invoice number is included so the payment is correctly referenced. At the time of payment, the Customer must also confirm by email to Mr. Smith the details of the payment, including the date, amount, and invoice number. 

5.2. The Customer must pay by the date specified on the invoice. This payment date is a final date and it is the Customer’s responsibility to take into account potential non-working days and bank holidays to meet its obligations under this clause. 

5.3. If any invoice is not paid in full on or by the due date (without limiting any other rights Mr. Smith may have), Mr. Smith may charge the Customer a late payment fee at the rate of 15% per annum on all sums owed and Mr. Smith reserves the right to amend and revoke payment terms upon such terms and conditions in its absolute discretion. 

5.4. Any payment default will not be remedied until the outstanding amount together with any late payment fee (if charged) payable under this clause is paid in full. Any expenses, costs or disbursements incurred by Mr. Smith in recovering any outstanding amounts, including debt collection agency fees or legal fees, will be recoverable from the Customer. Mr. Smith reserves the right to cancel or suspend further deliveries or, if necessary, require an upfront payment before any delivery of Products. 

5.5. All costs, including but not limited to transportation costs, storage costs and costs of resale incurred by the Seller as a result of it exercising any of its rights hereunder in the event of default by the Customer, shall be borne by the Customer.

5.6. All accounts will be on stop supply after 30 days net from invoice date unless agreed in writing with Mr. Smith representative or management. Mr. Smith also reserves the right to deduct any invoice once it is 30 days or more past the due date from the Partner Program balance of the account and to revoke an account’s Partner Program  status after they are 60 days or more past due on one or more invoices.

5.7. A surcharge applies to all credit card payments. 1.5% for VISA/Mastercard and 2.5% for AMEX.

5.8. Mr. Smith retains legal ownership of all products sold until the purchase price has been paid in full and received by Mr. Smith Distributions P/L. 

6. RESERVATION OF TITLE FOR GOODS 

6.1. Until payment is received of all monies owed to the Supplier from the Customer, legal and beneficial ownership of any and all Goods supplied to the Customer from the Supplier remains with the Supplier. The goods are merely entrusted to the Customer as fiduciary. Until payment of all debts owed as aforesaid the Customer may sell the Goods in the ordinary course of business as the Supplier’s fiduciary and agent (but the Customer shall not hold itself out as such), and may for the purpose of such sale part with possession of the Goods. The Supplier has full power to regain possession and resell any and all of the Goods supplied irrespective of part payment thereof. 

6.2. The Supplier can exercise its rights in the event of a breach of a term or condition of this Agreement or in the case of an event of the Customer’s default in payment of any of the purchase price payable of any of the Goods supplied. The power to regain possession and resell of the goods applies notwithstanding that payment may have been made for the purpose of settlement of specifically designated claims. 

6.3. Until payment in full of the purchase price, the Customer shall store the Goods in a separate section of its premises, in such a way as to indicate that the Goods are not the property of the Customer, but remain the property of the Supplier. 

6.4. The Customer shall not remove any markings, tags or labels from the Goods which may indicate that the Goods are and remain the property of the Supplier. To the extent that the Goods may be used in connection with any business conducted by the Customer, the Customer shall advise in writing any potential customer, purchaser or other third party that the Goods are the property of the Supplier; 

6.5. If the Customer defaults in payment of the purchase price, or if the Customer becomes insolvent, the Seller and/or its duly authorised servants or agents may at any time thereafter, without notice to the Customer, enter upon the Customer’s premises and/or premises at which the Goods are situated for the purpose of termination of any contract or transaction relating to the Goods between the Seller and the Customer. 

7. GENERAL OBLIGATIONS 

7.1. The Salon Owner acknowledges and agrees that it will: 

(a) Act as an independent merchant in the purchase of the Approved Products from Mr. Smith and the sale of the Approved Products from the Premises to customers; 

(b) Not market, display, offer for sale, sell and/or deliver the Approved Products outside the Premises, including over the internet unless a Mr. Smith Online Stockist Application¹ has been signed by authorised representatives of the account and valid documentation of approval from Mr. Smith has been received.

(c) Unauthorised online sales of Mr. Smith products by any other methods are strictly prohibited and failure to comply will result in the immediate termination of the client agreement and closure of the account. These include but are not limited to:

(i) Discounts without written approval from Mr. Smith

(ii) Any products not packaged for resale (e.g.: basin/backbar/litres, testers) 

(d) Not, directly or indirectly, through any interposed entities, from any locations or by any other means: 

(i) source any of its requirements for Approved Products from any source other than Mr. Smith; or 

(ii) procure, acquire, purchase, import, distribute or itself develop the Approved Products; 

(e) Conduct the business and make any sales of the Approved Products: 

(i) in accordance with all applicable Laws; and 

(ii) in a manner that reflects favourably on the Approved Products and reputation of: 

(A) Mr. Smith; and 

(B) any other manufacturer or supplier to Mr. Smith of the Approved Products, or any related entity of those parties; 

(f) Not in connection with the sale of the Approved Products: 

(i) Engage in any deceptive, misleading, unfair or unethical trade practices and, in particular, must not make any false or misleading representations; or;

(ii) Make any representations, or give any Approved Products that differ from representations, warranties or guarantees approved by Mr. Smith. 

7.2. Staff of Salon Owner Notwithstanding anything else in this Agreement, where an obligation is imposed by or under this Agreement on the Salon Owner to do, or not to do, any act or thing, the Salon Owner must ensure that its employees, contractors, agents and any other representatives comply with that obligation. 

7.3. Obligations of Mr. Smith. Mr. Smith acknowledges and agrees that during the Term it will render to the Salon Owner all reasonable assistance by providing information, technical knowledge and price lists in relation to the Approved Products.

8. DELIVERY AND RETURNS
8.1. The Goods shall be delivered to the Customer’s address here in, or as otherwise notified to the Supplier at the time of order. From the time of dispatch from the Seller’s premises and until delivery, the risk of any loss or damage to or deterioration of the Goods for whatever cause arising shall be borne by the Customer unless the Supplier arranges delivery or is otherwise agreed by the Supplier and Customer. 

8.2. The customer agrees to order goods in a pack ratio as advised by the Business Manager. 

8.3. Upon receipt of the Products, the Customer must inspect the Products and note any discrepancy, visible defect and/or damage in the deliveries on the packing slip sent with the shipment. The Customer must notify their local Mr. Smith Business Consultant in writing with photographic evidence of such discrepancy, visible defect and/or damage in the deliveries within 5 business days upon receipt of the Products (‘Claim’). After 5 business days, the Customer will be deemed to have accepted the Products and Mr Smith will not consider any Claim, subject to applicable law. Mr. Smith may also refuse to consider any Claim where the Claim procedure has not been followed. This clause does not limit the Customer’s rights or Mr. Smith’s obligations under the Competition and Consumer Act 2010 (Cth). Any returns (arising under any circumstance whatsoever) must be authorised by Mr. Smith, before the Customer issues the return and may incur a processing charge (up to and including 25% of total products invoiced). Please note that products cannot be exchanged or refunded if you simply change your mind. Subject to applicable law, any Product which: 

(i) bears or has borne price stickers or has been damaged or defaced by the Customer in any way; or 

(ii) has been stored in conditions that are abnormal or incompatible with its nature, will not be accepted for return by Mr Smith. Returned goods will only be accepted for credit if the goods are in a resalable condition as well as in original packing and with all product documentation included. Where the discrepancy, defect or damage the subject of the Claim is properly notified and evidenced by the Customer and acknowledged by Mr. Smith, Mr. Smith may at its sole discretion either replace at its expense the miscounted, defective and/or damaged Products or issue a credit note in favour of the Customer for the amount of the missing, defective and/or damaged Products. Products delivered in excess and reported within the appropriate discrepancy period can be returned to Mr. Smith or will be invoiced to the Customer if the Customer accepts the Products in excess. 

8.4. Notwithstanding that any sample of the Goods or Services has been exhibited to and inspected by the Customer, it is agreed that such sample was so exhibited and inspected solely to enable the Customer to judge for himself of the quality of the Goods or Services and, not so as to constitute a sale by sample under the Contract. The Customer shall take the Goods or Services at his own risk as to their corresponding with the sample, or as to their quality, condition or sufficiency for any purpose. 

8.5. The Seller will not be liable for any failure to deliver the Goods or Services if the failure arises as a consequence of fire, embargo, strike, inability to secure materials or labour, or any other circum-stances beyond the control of the Seller. 

9. PRIVACY 

9.1. We use personal information as supplied by you to process and deliver your order for marketing and to access your credit worthiness.

9.2. Mr. Smith reserves the right to update the Stockist T&Cs at their own discretion.

10. Terms & Conditions – Rebate / Store Credit

10.1 Eligibility:
Store credit (rebate amount) is issued only to eligible accounts and cannot be transferred between accounts or combined with other users’ accounts unless explicitly stated.

10.2 Redemption:
To redeem your store credit:
Place your order as you normally would on our website.
At checkout, select your preferred payment method.
Once your order is confirmed and you receive the order confirmation email or invoice, click “View Order” or “Pay Now.”
Choose “Use Store Credit” as your payment method to apply your rebate to the order.

10.3 Voucher Exchange (Optional):
If you wish to exchange your store credit for EDU classes, please contact your assigned Business Consultant. Exchanges are subject to approval and availability.

10.4 Restrictions:
Store credit cannot be redeemed for cash under any circumstances.
Store credit cannot be refunded or returned once issued.
Store credit is non-transferable and may not be applied to orders placed by other accounts unless specifically permitted.
Store credit cannot be used in combination with other discounts, promotions, or gift cards unless explicitly stated.
Any orders paid using store credit will not count towards tier qualification, loyalty points, or program status.

10.5 Validity & Expiry:
Store credit is valid for a limited period from the date of issue. Expired credits cannot be reinstated. Please refer to your account or email notifications for specific expiry dates.

10.6 Partner Program Terms:
For complete details, including eligibility, terms of use, and partner program guidelines, please refer to the Partner Program Terms & Conditions.

10.7 Changes & Amendments:
We reserve the right to modify or discontinue store credit programs at any time without prior notice. Continued use of store credit constitutes acceptance of any updated terms.

Appendix

Mr. Smith Online Stockist Terms & Conditions:

• Online Stockist must be a Silver or Gold Partner to qualify to stock Mr. Smith products online with good credit history, unless otherwise agreed in writing by Mr. Smith Head Office.
• The Online Stockist must be a reputable online retail store with a sound reputation (refer to Google Reviews) and compliant with all the relevant Australian Retail Standards.
• The Online Stockist user experience should be in line with best practice to ensure customers receive the best possible online experience when shopping for Mr. Smith products (refer to Mr. Smith Digital Guidelines for reference).
• Pricing of Mr. Smith products should be in line with Mr. Smith Marketing Strategy and RRP provided. Continuously discounting the brand erodes brand equity over time and diminishes the value of the brand in market over the longer term.
• Bundling, Subscription and other such features impact how Mr. Smith products are perceived and used by customers and as such, the Online Retailer requires written approval from Mr. Smith Head Office before introducing these features for Mr. Smith products.
• The Online Stockist must use approved Mr. Smith assets, imagery and descriptions, available upon request.
• Online Stockist should follow and comply with Mr. Smith Digital Brand Guidelines, available upon request.
• The Online Stockist is only permitted to sell and ship online within Australia, to end-consumers and not via wholesale channels.
• All refunds, returns and customer service are to be handled by the Online Retailer through which the goods were sold.
• Online Stockist Approval to be reviewed every 12 months.
• Mr. Smith reserves the right to revoke Online Stockist approval at any time, should the Online Stockist fail to comply with any of the above criteria.
• Mr. Smith Online Stockist Terms and Conditions are subject to change.

Mr. Smith Exclusivity Terms & Conditions

• The Customer must be a minimum of Premium Partner tier to qualify for the Exclusivity discount.
• The Customer agrees to stock, retail, and use Mr Smith as the exclusive backbar haircare brand and not stock or retail competing professional haircare brands during the term of this Agreement.
• The Customer will maintain full representation of the Mr Smith range, including core retail, backbar and new launches, presented in line with brand guidelines.
• Mr. Smith Exclusivity Benefit of 2% will be granted to qualified applicants who have returned the completed form to their Mr. Smith Business Consultant, until the next review period.
• Exclusivity Agreements to be reviewed every 12 months.
• Either party may end this agreement with 30 days’ written notice.
• If ended, the additional  benefit will cease, with the underlying trading agreement remaining unchanged.
• Mr. Smith Exclusivity Terms and Conditions are subject to change.
• Exclusivity Customers should follow and comply with the main Terms and Conditions found in the Mr. Smith PRO website..
• Mr. Smith reserves the right to revoke Exclusivity approval at any time, should the Customer fail to comply with any of the above criteria.

Please contact your local Business Consultant should you wish to submit  an application and are eligible to apply within the above terms and conditions.