TERMS AND CONDITIONS

SECTION 1 – PRODUCT PORTAL TERMS

This product portal website (Product Portal or Site) is operated by Caprice Australia Pty Ltd (Caprice Australia) and facilitates the purchase of products featuring the intellectual property owned by third party Licensors (Licensed Product). Throughout the Product Portal, the terms “we”, “us” and “our” refer to Caprice Australia.  We offer this Product Portal, including all products, information, tools and services available from this Site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our Product Portal and/ or purchasing Licensed Product from us, you agree to be bound by the following terms and conditions (Terms), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. Please read these Terms carefully before accessing or using our Product Portal. These Terms apply to all users of the Product Portal, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content. If you do not agree to all the terms and conditions of these Terms, then you may not access the Product Portal or purchase any Licensed Product.

Any new features or tools which are added to our Product Portal shall also be subject to the Terms. You can review the most current version of the Terms at any time on this page. We reserve the right to update, change or replace any part of these Terms by posting updates and/or changes to our Site. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Site following the posting of any changes constitutes acceptance of those changes. Our Site is hosted on 3 Clicks Cloud (Loggia Corp Pty. Ltd.) They provide us with the online e-commerce platform that allows us to sell our Licensed Products to you.

By agreeing to these Terms, you represent that you are at least the age of majority in your state or province of residence

You may not use our Licensed Products for any illegal or unauthorised purpose nor may you, in the use of this Product Portal, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

SECTION 2 - GENERAL CONDITIONS

We reserve the right to refuse your product order for any reason at any time.

A breach or violation of any of the Terms will result in an immediate termination of your product order and our agreement with you, with no rights to refund, and will require you to pay any outstanding amounts owed to us.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion or content of this Product Portal.

The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

We are not responsible if information made available on this Product Portal is not accurate, complete or current. The material on this Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information from us. Any reliance on the material on this Product Portal is at your own risk.

This Site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this Product Portal at any time, but we have no obligation to update any information on our Site. You agree that it is your responsibility to monitor changes to our Product Portal.

SECTION 4 –PLACING ORDERS & PAYMENT

Step 1. When you place an order for Licensed Product through this Product Portal, you will receive an acknowledgement e-mail confirming receipt of your product order. Should you have any additional product specifications, beyond our baseline product offering, it is your responsibility to notify us at the time of placing your product order, e.g in the ‘comments section’ of the order form or by email on the same date of your product order. Additional product specifications may include, product safety and consumer standards (see section 9 below), ethical sourcing and sustainability (see section 10 below) or other speciation you might nominate in writing.

Step 2. We will internally confirm our pricing based on any additional product specifications you are seeking beyond our baseline product offering.

Step 3. Once our preauthorisation checks are complete and the order pricing is confirmed, we will then invoice you for your product order.

Step 4. We will require a 30% deposit on all product orders. Once the deposit is received, we will issue a purchase order, in accordance with your product order, with our approved manufacturing facilities.

 Step 5. The balance of your invoiced product order is payable prior to hand over of goods to you or other third party at your designated Delivery Location. (See Section 16 below).

 
SECTION 5 – PRICES & MODIFICATIONS

All prices are subject to change without notice. Unless agreed otherwise in writing, all prices we quote to you are quoted FOB in USD.  We reserve the right at any time to modify or discontinue our Licensed Product offering (or any part or content thereof) without notice at any time.

Prices for our Licensed Product are exclusive of license royalties and any other associated license fees. You are responsible for any royalty payments, license fees and reporting obligation to a Licensor arising from the resale of the Licensed Product. You are also responsible for the payment of any royalty withholding tax.  

We shall not be liable to you or to any third-party for any modification, price change, license suspension or discontinuance.

Very occasionally, we may need to refuse or cancel a product order due to serious matters such as where we reasonably consider that suspected fraudulent or unlawful activity has occurred or other activity that breaches important aspects of these Terms.

From time to time, quantities produced by factories can vary to the quantity ordered.  Upon placing an order, you agree to honour production quantity overages and underages within 10% tolerance.  Invoices will be adjusted accordingly to reflect the production variance.

SECTION 6 - PRODUCTS

Certain Licensed Products are available exclusively through this Product Portal. These products may have limited quantities. Any Minimum Order Quantities (MOQ) that we quote are indicative only and are subject to factory acceptance and change from time to time.  If there is a significant change to MOQ, you will be informed in writing.

We have made every effort to display as accurately as possible the colours and images of our products, designs or Artwork that appear on the Product Portal. Trims may vary from those shown in the illustrations - but will be provided at sampling stage for approval. Any illustrations are indicative only. We cannot guarantee that your computer monitor's display of any colour will be accurate.

We reserve the right, but are not obligated, to limit the sales of our Licensed Products to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any Licensed Products that we offer. All descriptions of Licensed Products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any Licensed Product at any time. Any offer for any Licensed Products made on this Site is void where prohibited.

Lead times quoted on this Product Portal exclude lead time for sampling, approvals, and any shipping.  Lead times quoted are provided as a guide only, subject to factory acceptance and may change from time to time due to production space availability.  If there is a significant change to lead times - customers will be informed in writing.

SECTION 7 – IP AND COPYRIGHT

All artwork, trademarks, trade names, trade dress, logos, designs, derivatives, spin-offs, images, characters, storylines and music (“Licensed Material”) featured on, or in connection with, the Licensed Products shown on this site are the copyrighted, patented or trademarked property (“Intellectual Property”) of our Licensors or us (where specifically indicated), and are protected by the Intellectual Property laws of Australia, the United States, other jurisdictions and international treaties. The unauthorised use of this Intellectual Property is strictly prohibited.

SECTION 8 – LICENSE APPROVALS

Before ordering any Licensed Product from us, you must hold a current and valid License, within the applicable product category, with the owner of the Licensed Material (Licensor) which features on the Licensed Product. Upon request from us, you must provide proof of a valid and current License with the owner of the Licensed Material. 

Licensed Product shown on this Product Portal features artwork and other Licensed Material approved by Licensors for the Australian and New Zealand territories and does not automatically constitute approval for any other territory. It is your responsibility to ensure all relevant artwork and Licensed Material approval is obtained from the Licensor.

SECTION 9 – PRODUCT SAFETY & CONSUMER STANDARDS

Any Licensed Products you order from us are designed, manufactured, tested, labelled and packaged to meet relevant Australian product safety and consumer standards only. Any specific product safety and consumer standards (including but not limited to country specific standards), you require to be met relating to the design, manufacturing, testing, labelling and packaging of a Licensed Product may incur additional fees and must be communicated to us in writing at the time of placing a product order.  

As part of our product pricing, we, through our manufacturing facilities, will conduct Quality Control inline and final inspections. Should you require any additional third-party compliance inspections, this will incur an additional service fee.  

SECTION 10 – EHICAL SOURCING AND SUSTAINABILITY STANDARDS

As part of our product pricing, any Licensed Products you order from us are manufactured in accordance with the Caprice Australia Ethical Sourcing Program (see here Ethical Sourcing — Caprice Australia Pty. Ltd..

Any specific ethical sourcing or sustainability standards you require to be met relating to the design, manufacturing, labelling and packaging of a Licensed Product may incur additional fees, and must be communicated to us in writing at the time of placing a product order.

SECTION 11 - ACCURACY OF BILLING AND ACCOUNT INFORMATION

You agree to provide current, complete and accurate purchase and account information for all product orders made on this Product Portal. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

SECTION 12 - OPTIONAL TOOLS

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools” as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new products, services and/or features through this Product Portal (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms.

SECTION 13 - THIRD-PARTY LINKS

Certain content, products and services available via our Product Portal may include materials from third-parties.

Third-party links on this Site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 14 - PERSONAL INFORMATION

Your submission of personal information through this Product Portal is governed by our Privacy Policy. To view our Privacy Policy see here Privacy Policy – Caprice Australia Pty. Ltd.

SECTION 15 - ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on this Product Portal that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel product orders if any information is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information on the Product Portal or on any related website, including without limitation, pricing information, except as required by law.

SECTION 16 – SHIPPING AND CUSTOMS

Unless agreed in writing otherwise, all prices we quote to you are quoted FOB in USD. We will deliver your order to your designated freight forwarder (Delivery Location). 

Property in the goods passes to you on delivery to the Delivery Location or upon collection by you or your authorised agent.   After this point, in no circumstances are we responsible for any product loss or damage you may suffer.  You are responsible for arranging and shipping, paying all associated costs, fees and taxes, and gaining all customs and regulatory approvals associated with carriage or shipping of goods from the Delivery Location to final destination.

SECTION 17 - PROHIBITED USES

In addition to other prohibitions as set forth in the Terms, you are prohibited from using Licensed Products you purchase from us, this Product Portal, or its content:
(a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information;(g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of this Site of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of this Site or any related website, other websites, or the Internet.

SECTION 18 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

We do not guarantee, represent or warrant that your use of our Product Portal will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the Product Portal will be accurate or reliable.

You agree that from time to time we may remove the Product Portal for indefinite periods of time without notice to you. You expressly agree that your use of, or inability to use, the Product Portal is at your sole risk.

All Licensed Products and services provided to you through this Product Portal are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. In no case shall Caprice Australia, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of our Product Portal or any Licensed Products procured using this Site, or for any other claim related in any way to your use this Site or any Licensed Product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the Product Portal or any content (or product) posted, transmitted, or otherwise made available via the Site, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

SECTION 19 - INDEMNIFICATION

You agree to indemnify, defend and hold harmless Caprice Australia and our subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable Lawyer’s fees, made by any third-party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.

SECTION 20 –    CONFIDENTIALITY

You and we, may from time to time, impart to each other confidential information relating to our business and the subject matter of these Terms. Both parties shall use such confidential information solely for the purposes of carrying out their obligations under these Terms. The parties shall not use, copy, publish, divulge or disclose either directly or indirectly to any third party in any manner whatsoever confidential information, other than on a confidential basis, and to the extent required to carry out the purposes of these Terms.

SECTION 21 - SEVERABILITY

In the event that any provision of these Terms is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 22 - TERMINATION

These Terms are effective unless and until terminated by us. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms, we also may terminate a product order and our agreement with you, with no rights to refund, and will require you to pay any outstanding amounts owed to us.

SECTION 23 - ENTIRE AGREEMENT

The failure of us to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

These Terms and any policies or operating rules posted by us on this Site constitutes the entire agreement and understanding between you and us, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.


SECTION 24 - GOVERNING LAW

These Terms shall be governed by and construed in accordance with the laws of the State of Victoria and the Commonwealth of Australia.


SECTION 25 - CHANGES TO TERMS

You can review the most current version of the Terms at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms by posting updates and changes to our Product Portal. It is your responsibility to check our Product Portal periodically for changes. Your continued use of or access to our Site following the posting of any changes to these Terms constitutes acceptance of those changes.


SECTION 26 - CONTACT INFORMATION

Questions about these Terms should be sent to us at jwong@caprice.com.au.