Wholesale Terms of Trade

OFS Investments Pty Ltd trading as One Fell Swoop
Version 1.1 | 12 January 2026

These Wholesale Terms of Trade apply to all wholesale supplies of goods by the Supplier to a wholesale customer. By placing an order, accepting delivery, or requesting supply, the Customer agrees to be bound by these terms.

1. Definitions

In these terms:

Business Day means a day other than a Saturday, Sunday or public holiday in Western Australia.

Credit Account means an approved trade credit facility granted by the Supplier.

Customer means the wholesale purchaser.

Customer Order means an order placed by the Customer on behalf of an end customer.

Goods means garments and related products supplied by the Supplier.

GST has the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Recuts means additional units requested outside the original production allocation or order window.

Supplier means OFS Investments Pty Ltd ACN 660 979 840 trading as One Fell Swoop.

2. Application and precedence

These terms apply to all quotations, sales, and supplies unless the Supplier agrees in writing to vary them.

Any terms proposed by the Customer are excluded unless expressly accepted in writing by the Supplier.

3. Quotes and pricing

Quotes are based on the specifications set out in the quote. It is the Customer's responsibility to ensure that the specifications meet the Customer's requirements at the time of acceptance.

Quotes lapse 30 days from the date of issue unless stated otherwise.

Prices are in Australian dollars and exclude GST unless stated otherwise. GST is payable in addition to the price.

The Supplier may revise or withdraw a quote before accepting an order.

4. Orders and acceptance

An order may be placed in writing or as otherwise agreed.

An order is not binding on the Supplier until accepted by the Supplier in writing or by supply of the Goods.

Once accepted, orders are firm and may not be cancelled or varied without the Supplier's written agreement.

Where a minimum order value or minimum order quantity applies, the Supplier may decline, hold, or surcharge an order that does not meet the minimum.

5. Payment terms and credit

Standard payment terms are net 30 days from the invoice date for approved Credit Accounts, unless otherwise agreed in writing.

Where credit is not granted, the Supplier may require payment in full before dispatch, or a deposit with the balance payable before dispatch.

The Supplier may set and vary credit limits, suspend supply, or withdraw credit at any time in its discretion.

Upon withdrawal of credit, all outstanding amounts become immediately due and payable.

Overdue amounts may incur interest at 2 percent per month, calculated monthly, and the Supplier may charge a reasonable late administration fee.

The Customer must pay the Supplier's reasonable costs of collection and enforcement, including legal costs on an indemnity basis.

6. Recuts and Customer Orders

Recuts are payable within 14 days from the invoice date unless otherwise agreed in writing.

Customer Orders are payable in full before dispatch.

Recuts and Customer Orders are non-cancellable once confirmed by the Supplier, except as required by law.

7. Incentives and store credit

Wholesale incentives may be offered at the Supplier's discretion and are governed by Schedule 1.

Any incentive is issued as store credit only, is not redeemable for cash, and may only be applied to future wholesale purchases.

8. Delivery, risk, and storage

Delivery dates are estimates only unless expressly agreed in writing.

Risk in the Goods passes to the Customer when the Goods are dispatched from the Supplier's premises or collected by a carrier, whichever occurs first.

If the Customer refuses or fails to take delivery when the Goods are ready, the Supplier may charge reasonable storage fees and may, after notice, terminate the agreement and charge a restocking fee of up to 50 percent of the value of the Goods.

Freight and insurance in transit are the Customer's responsibility unless otherwise agreed in writing.

9. Claims, faults, and returns

The Customer must inspect the Goods promptly on receipt.

Claims for shortages or transit damage must be notified in writing within 3 Business Days of delivery, with supporting evidence.

Claims for manufacturing faults must be notified in writing within 14 days of delivery, with supporting evidence including photographs.

Returns require a return authorisation issued by the Supplier. Goods returned without authorisation may be refused.

Except for manufacturing fault or as required by law, wholesale sales are firm and are not sale or return.

10. Title, retention of title, and PPSA

Title in the Goods does not pass to the Customer until the Supplier has received payment in full for the Goods and all other monies owing by the Customer to the Supplier.

Until title passes, the Customer holds the Goods as bailee for the Supplier and must store them so they are identifiable as the Supplier's property.

The Customer may sell the Goods in the ordinary course of business, but must hold the proceeds on trust for the Supplier until the Supplier is paid in full.

The Supplier's interest constitutes a purchase money security interest under the Personal Property Securities Act 2009 (Cth). The Customer consents to the Supplier registering its security interest and waives any right to receive notice of registration, verification statements, or other notices to the extent permitted by law.

If payment is overdue, the Supplier may enter the Customer's premises to inspect and repossess Goods to the extent permitted by law, and the Customer indemnifies the Supplier for reasonable costs of exercising these rights.

11. Customer obligations and changes

The Customer must notify the Supplier of any material change to ownership, directors, partners, constitution, or trading arrangements that may affect creditworthiness.

The Supplier may require updated credit applications and may require new guarantors where appropriate.

12. Intellectual property and marketing

All intellectual property in the Supplier's brand assets, imagery, names, and trademarks remains the Supplier's property.

The Customer may use Supplier-supplied imagery and brand assets only for marketing the Supplier's Goods and must not alter or misrepresent the Goods.

The Supplier may list the Customer as a stockist unless the Customer requests otherwise in writing.

13. Limitation of liability and Australian Consumer Law

Nothing in these terms excludes or limits any rights or remedies that cannot be excluded under the Competition and Consumer Act 2010 (Cth) and the Australian Consumer Law.

To the extent permitted by law, the Supplier's liability in relation to Goods is limited, at the Supplier's option, to replacement, repair, or the cost of replacement or repair.

The Supplier is not liable for consequential loss, loss of profit, or indirect loss to the extent permitted by law.

14. Force majeure

The Supplier is not liable for delay or failure to perform caused by events beyond its reasonable control, including supplier disruptions, freight disruption, industrial action, acts of government, or natural events.

15. Dispute resolution

If a dispute arises, the parties will first attempt to resolve it by good faith negotiation.

If the dispute is not resolved within 10 Business Days, either party may refer the dispute to mediation in Western Australia.

Nothing prevents either party from seeking urgent injunctive or declaratory relief.

16. Notices

A notice may be given by email to the address most recently notified by the recipient.

A notice is taken to be received when sent, unless the sender receives an error message indicating non-delivery.

17. Governing law

These terms are governed by the laws of Western Australia, and the parties submit to the non-exclusive jurisdiction of the courts of Western Australia and the Commonwealth of Australia.

Schedule 1. Wholesale incentives and payment rewards

This Schedule may be offered, varied, suspended, or withdrawn by the Supplier at its discretion. Incentives are not automatic and only apply where the Supplier confirms the incentive in writing for a Customer and for a stated period.

1. Early payment incentive

Where an invoice is paid within 7 days of the invoice date, the Supplier may issue store credit equal to 2 percent of the net Goods value on that invoice. Store credit is issued as a credit note and is not redeemable for cash.

2. Monthly spend incentive

The Supplier may offer tiered monthly spend rewards to selected Customers on a case-by-case basis. Any tiers, thresholds, and reward values will be advised by the Supplier in writing for the relevant period.

3. Definitions and qualifying spend

Qualifying spend means the net wholesale value of full-price Goods invoiced in the relevant period, excluding freight, GST, discounts, and promotional pricing unless the Supplier agrees otherwise in writing.

4. Conditions

Store credit is issued as a credit note only, cannot be exchanged for cash, and can only be applied to future wholesale purchases.

The Supplier will issue any store credit after the relevant period once all invoices for that period are paid in full and on time.

If any invoice becomes overdue, the Supplier may withhold, void, or reverse store credit that has not been redeemed.

The Supplier may set reasonable caps or exclusions for store credit, including excluding Customer Orders and Recuts where applicable.

The Supplier may correct errors in incentive calculations.