First or Nothing Retailer Agreement

Effective Date: The date the Retailer clicks “I Agree” during registration on the First or Nothing wholesale portal.

This Retailer Agreement (“Agreement”) is entered into by and between First or Nothing Pty Ltd (ABN 37 674 220 458), an Australian company with its registered office at [Company Address] (“First or Nothing”, “we”, “us”, or “our”), and the individual or business registering as a retailer (“Retailer”, “you”, or “your”).

By registering as a Retailer and clicking “I Agree”, you agree to be bound by the terms of this Agreement.

1. Purpose

This Agreement sets out the terms under which Retailers may purchase and resell products (“Products”) made available through the First or Nothing wholesale portal for resale to end consumers within Australia.

2. Retailer Registration

You must provide accurate, complete, and up-to-date business information.

You must hold a valid ABN and operate a lawful retail business in Australia.

Your registration date is the date you click “I Agree” and constitutes the Effective Date of this Agreement.

3. Product Purchases and Orders

All orders placed through the portal constitute offers to purchase Products subject to stock availability and acceptance by First or Nothing.

Orders will be fulfilled based on available stock and confirmed electronically.

Title and risk in Products pass to the Retailer upon delivery.

4. Recommended Retail Price (RRP) and Minimum Advertised Price (MAP)

First or Nothing may publish a Recommended Retail Price (RRP) for each Product.

The RRP also represents the Minimum Advertised Price (MAP).

Retailers are free to set their own final sale prices.

MAP applies only to publicly advertised prices (e.g., online listings, catalogues, flyers).

Retailers may offer lower prices privately at point-of-sale, through loyalty programs, or other promotions.

First or Nothing may review advertisements or listings to maintain brand positioning, but cannot enforce final sale prices.

5. Product Representation and Branding

Retailers must accurately represent Products using approved images, descriptions, and specifications.

Improper use of brand elements includes, but is not limited to:

Using logos or trademarks on unapproved products or services.

Creating misleading advertising implying endorsement or partnership outside the portal.

Altering brand imagery in ways that could confuse customers about product origin.

Retailers may use First or Nothing’s trademarks and images solely for promoting Products purchased from the portal.

6. Payment Terms

Payment must be made in accordance with portal-specified terms.

All prices are in AUD and exclude GST unless stated.

First or Nothing may suspend orders or accounts for overdue or incomplete payments.

7. Delivery and Returns

Delivery timelines are stated at checkout or in order confirmations.

Risk passes to the Retailer upon delivery.

Damaged, defective, or incorrect goods must be reported within 7 business days.

Returns follow the portal’s published returns policy.

8. Product Quality and Compliance

First or Nothing warrants that all Products are genuine, comply with Australian standards, and are correctly labelled.

Retailers must store and sell Products safely and lawfully.

Retailers must not sell expired, damaged, or tampered Products.

9. Modification of Agreement and Wholesale Terms

First or Nothing may update or modify this Agreement and wholesale terms as the business grows or market conditions change.

Updated terms will take effect 30 days after notice via the portal or email.

Continued use of the portal or ordering Products after updates constitutes acceptance of modified terms.

10. Confidentiality

Definition of Confidential Information: All non-public business, technical, financial, or operational information disclosed by First or Nothing to the Retailer, whether orally, in writing, or electronically, that is marked or reasonably understood to be confidential.

Exclusions: Confidential Information does not include information that:

Is publicly known or becomes publicly known without breach of this Agreement;

Was lawfully known by the Retailer before disclosure;

Is independently developed by the Retailer without reference to First or Nothing’s confidential information;

Is required to be disclosed by law or governmental authority.

Obligation: The Retailer must not use Confidential Information for purposes other than performing obligations under this Agreement.

Survival Period: Confidentiality obligations survive termination of this Agreement for 3 years.

11. Term and Termination

This Agreement remains in effect while the Retailer maintains an active account.

Either Party may terminate at any time via written notice or account closure.

First or Nothing may suspend or terminate immediately if the Retailer breaches this Agreement or engages in unlawful conduct.

12. Limitation of Liability

To the fullest extent permitted by law, First or Nothing is not liable for indirect, incidental, or consequential damages. Total liability for any claim arising under this Agreement shall not exceed the total amount paid by the Retailer for the affected order.

13. Governing Law

This Agreement is governed by the laws of New South Wales, Australia, and each Party submits to the exclusive jurisdiction of the courts of New South Wales.

14. Acceptance

By registering as a Retailer and clicking “I Agree”, you acknowledge that you have read, understood, and agree to this Agreement.

If you do not agree, do not register or purchase Products from the First or Nothing wholesale portal.

First or Nothing Pty Ltd