Wholesale Trade Terms

Sugo Australia Pty Ltd trading as Sugo Toys · ABN 52 607 934 181
90 Gow Street, Padstow NSW 2211, Australia · wholesale@sugotoys.com.au

Version 1.2 · effective 7 October 2026

These Wholesale Trade Terms govern every sale of goods by Sugo Australia Pty Ltd to a trade customer through the Sugo Toys Wholesale portal or by any other trade order. They apply in place of any terms the Buyer proposes, including terms printed on a purchase order.

1. Definitions

In these Terms:

• Account means an approved trade account on the Portal.
• Buyer means the business named on the Account, and includes its authorised users.
• Business Day means a day other than a Saturday, Sunday or public holiday in New South Wales.
• Goods means the products listed on the Portal and supplied to the Buyer.
• Order means a request by the Buyer to purchase Goods, placed through the Portal or in writing.
• Portal means the Sugo Toys Wholesale website at wholesale.sugotoys.com.au.
• Pro Forma Invoice means the invoice issued when an Order is placed, which states the amount payable for the Goods.
• Freight Invoice means the invoice for delivery charges, issued after the Goods are picked and packed.
• Tax Invoice means a tax invoice under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
• We, us and Sugo Toys mean Sugo Australia Pty Ltd.

2. Trade accounts

2.1 Accounts are available only to businesses that buy Goods for resale. Australian businesses must hold an active ABN. Overseas businesses must provide their company or business registration details.

2.2 We verify each application, including checking the ABN on the Australian Business Register, and may ask for further information such as a store address, website or trading history. We may approve or decline an application at our discretion.

2.3 The catalogue and trade prices are available only to approved Accounts.

2.4 The Buyer is responsible for keeping its login details secure and for every Order placed under its Account. The Buyer must tell us promptly about any change to its business details.

3. Product range

3.1 The Portal currently offers in-stock Goods held in our Sydney warehouse. Pre-order products and additional brands may be added later; when they are, clause 6B applies to them.

3.2 Goods are new and genuine and are supplied in the manufacturer's retail packaging. Shipping cartons and outer packaging may show normal warehouse handling. Images and descriptions are for identification and may differ slightly from the Goods.

3.3 Some Goods are sold only in whole units: Ichiban Kuji in complete sealed sets, and blind boxes, trading-card boxes and sealed assortments in full display boxes or cartons, as shown on the Portal.

3.4 Stock levels shown on the Portal are indicative and may change at any time. Placing an Order reserves the Goods for the period in clause 6.4, but quantities are not secured until the Goods are picked and packed (clause 6A).

4. Prices

4.1 All prices are in Australian dollars (AUD) and exclude GST, freight, insurance and any duties or taxes outside Australia.

4.2 GST at the prevailing rate is added for Goods delivered or collected in Australia. Goods we export from Australia are GST-free where the export requirements are met. Where the Buyer collects the Goods, or arranges its own carrier or freight forwarder, GST is charged unless the Buyer gives us evidence of export that meets the GST law; we may charge GST if the export requirements are not met.

4.3 Recommended retail prices (RRP) shown on the Portal are a guide only. The Buyer is free to set its own resale prices.

4.4 Prices may change without notice. The price that applies to an Order is the price shown on the Pro Forma Invoice. We may correct an obvious pricing or listing error before we accept an Order.

4.5 Trade prices are confidential to the Buyer and must not be published or shared with third parties.

5. Minimum order

The minimum Order value is A$500 excluding GST and freight.

6. Orders and acceptance

6.1 An Order is an offer by the Buyer to purchase the Goods on these Terms.

6.2 When an Order is placed, we issue a Pro Forma Invoice. The Pro Forma Invoice is a request for payment and is not a Tax Invoice.

6.3 An Order is accepted when we confirm receipt of payment in full and issue a Tax Invoice. We may decline an Order before acceptance, for example if the Goods are no longer available. If we decline an Order after the Buyer has paid, we refund the amount paid in full.

6.4 An Order is held for 7 days from the time it is placed, until 5pm Sydney time on the seventh day. If payment in full has not been received by then, the Order is cancelled and the Goods are released.

6.5 An accepted Order cannot be changed or cancelled by the Buyer, except as we agree in writing.

6A. Stock allocation and availability

6A.1 Quantities in an Order are not secured until the Goods are picked and packed. Placing an Order, receiving a Pro Forma Invoice or paying for an Order does not guarantee that every unit will be supplied.

6A.2 We take care to keep stock, descriptions and allocations accurate, and we work to secure as much stock and supplier allocation as we can. Even so, stock can fall short, for example through a stock-count or system error, damage found at picking, or a reduced allocation from a manufacturer or distributor.

6A.3 If we cannot supply all or part of a line, we remove the unavailable quantity from the Order and tell the Buyer. If the Buyer has already paid, we refund the price paid for the removed quantity (including any GST charged on it) to the account it was paid from, within 5 Business Days. The rest of the Order proceeds as normal and is dispatched in full under clause 8.

6A.4 Where stock is short across several Orders, we allocate the available stock fairly between the affected Buyers, in a way we decide reasonably. Allocation is not first come, first served.

6A.5 To the extent the law allows, a refund under clause 6A.3 is the Buyer's only remedy for a shortfall in supply. We do not pay compensation, damages or lost profit for Goods we are unable to supply. If removals reduce the value of the Goods in an Order by more than half, the Buyer may cancel the rest of that Order by notice within 2 Business Days of our notice and receive a full refund; otherwise the rest of the Order stands.

6B. Pre-orders

6B.1 This clause applies to Goods offered on the Portal as pre-orders, being Goods not yet released or not yet in our warehouse. It applies in addition to the rest of these Terms.

6B.2 Release dates, prices of later shipments, specifications and quantities are set by the manufacturer and may change. We pass on changes as soon as we are told of them. A change of release date does not entitle the Buyer to cancel.

6B.3 A pre-order cannot be cancelled by the Buyer once it is placed. We do not accept cancellations or changes for change of mind, including where the Buyer no longer wants the Goods, has found them elsewhere or has had a change in its own orders or customers.

6B.4 If we agree in writing to cancel a pre-order as a courtesy, a cancellation fee applies. The fee is the one stated on the listing before the pre-order is placed. If no fee was stated, the fee is limited to our reasonable costs actually incurred because of the cancellation, including any cancellation charge from our supplier, and we tell the Buyer the amount before the cancellation takes effect.

6B.5 Some pre-order Goods require a deposit, shown on the listing before the pre-order is placed and on the Pro Forma Invoice. A deposit reflects the commitment we make to our supplier when we confirm the Buyer's quantity. Where a deposit is marked non-refundable, it is not refunded if the Buyer cancels, fails to pay the balance when due or fails to take delivery.

6B.6 The balance of a pre-order is payable in full before dispatch, by the due date we give when the Goods arrive. If the balance is not paid by then, we may cancel the pre-order, keep any non-refundable deposit and any cancellation fee, and sell the Goods elsewhere.

6B.7 Pre-order allocations from manufacturers can be reduced. Clause 6A applies: if we receive less than ordered, we allocate fairly and refund what we cannot supply, including the matching part of any deposit. A deposit is always refunded for Goods we are unable to supply.

6B.8 Cancelling or refusing a pre-order in breach of this clause, or repeatedly failing to pay balances when due, is a breach of these Terms and may result in suspension or termination of the Account under clause 17.

7. Invoicing and payment

7.1 Payment is required in full, in advance, in cleared funds. We do not offer credit terms.

7.2 We accept payment by bank transfer only, using one of the methods in Schedule 1:

• (a) bank transfer to our Wise business account;
• (b) PayID; or
• (c) the Wise payment link on the Pro Forma Invoice, which also accepts international payments.

We do not accept cash, cheques, credit cards or PayPal for trade Orders.

7.3 The Buyer must quote the Order number as the payment reference. Payments without a reference may be delayed.

7.4 International payments must be made in AUD and arrive net of all bank and transfer fees. Any shortfall is payable before dispatch.

7.5 We issue a Tax Invoice for the Goods once payment is confirmed, and a separate Tax Invoice for freight once the Freight Invoice is paid.

8. Freight and delivery

8.1 Freight is not included in the price of the Goods and is billed separately after the Goods are picked and packed, based on the packed weight, dimensions and destination.

8.2 We ship with Team Global Express, Australia Post, other couriers, EMS and DHL, and choose the service according to destination and carton size. The Buyer may ask for a particular service, or arrange collection with its own carrier, by telling us before the Goods are packed.

8.3 Goods are dispatched only when the Goods and the freight have both been paid in full. We ship each Order complete, in one consignment, unless we agree otherwise in writing.

8.4 The Buyer may instead collect the Goods free of charge from our Padstow warehouse by appointment.

8.5 Delivery times are estimates only. We are not liable for delay caused by carriers, customs or events outside our control.

8.6 For deliveries outside Australia, the Buyer is the importer of record and is responsible for import duties, taxes, customs clearance, licences and compliance with the laws of the destination country.

8.7 Transit insurance is not included. It is available at the Buyer's cost if requested before dispatch.

9. Title and risk

9.1 Title to the Goods passes to the Buyer when we receive payment in full for those Goods and the related freight.

9.2 Risk in the Goods passes to the Buyer when they are handed to the carrier or collected by or for the Buyer.

10. Inspection, shortages and damage

10.1 The Buyer must inspect the Goods on delivery and notify us in writing within 3 Business Days of any shortage, incorrect item or damage, with photographs of the cartons and the affected Goods.

10.2 For a confirmed shortage or incorrect item, we will, at our option, supply the missing Goods or refund their price.

10.3 For Goods damaged in transit, we will assist with the carrier claim and, at our option, replace, credit or refund the affected Goods.

10.4 Minor wear to retail packaging is not a defect unless the listing described the Goods as sealed or mint.

11. Returns

11.1 Trade Goods are sold as final sale. We do not accept returns for change of mind.

11.2 Any return must be authorised by us in writing before the Goods are sent back.

12. Warranties and the Australian Consumer Law

12.1 We warrant that the Goods are genuine and new at the time of supply. Any manufacturer's warranty is passed on to the Buyer where it is available.

12.2 Nothing in these Terms excludes, restricts or modifies any right or remedy that cannot lawfully be excluded, including under the Australian Consumer Law. Goods acquired for resupply are generally not covered by the consumer guarantees. Where a guarantee applies and may be limited, our liability is limited, at our option, to replacing the Goods or refunding their price.

12.3 Except as set out in this clause, all other warranties, conditions and representations are excluded to the extent permitted by law.

13. Limitation of liability

13.1 To the extent permitted by law, our total liability arising from or in connection with an Order is limited to the price paid for the affected Goods.

13.2 We are not liable for any loss of profit, loss of sales, loss of business or indirect or consequential loss.

13.3 This clause does not limit liability for fraud, or any liability that cannot be limited by law.

14. Resale, brands and intellectual property

14.1 The Buyer may resell the Goods through any channel and at any price it chooses.

14.2 The Buyer must not represent that it is Sugo Toys, a member of Sugo Toys, or an authorised distributor of any brand because it buys from us.

14.3 The Buyer must not use our trade marks, logos, photographs, product descriptions or other content without our written permission. Brand owners' marks and official images remain subject to their owners' rights.

14.4 The Buyer is responsible for complying with all licensing, import, product safety and labelling laws that apply to its resale of the Goods, including any law on games of chance, lotteries or prize promotions that applies to how it resells Ichiban Kuji or other prize-draw products.

15. Confidentiality

The Buyer must keep our trade prices, these Terms as they apply to it, and any non-public information about our business confidential, except where disclosure is required by law.

16. Privacy

We collect and use the Buyer's business and contact information to assess applications, operate the Account, process Orders, issue invoices and send trade updates, in line with our Privacy Policy at sugotoys.com.au/privacy. The Buyer may opt out of trade updates at any time.

17. Suspension and termination

17.1 We may suspend or close an Account if the Buyer breaches these Terms, fails to pay, makes a chargeback or payment reversal, cancels or refuses a pre-order in breach of clause 6B, or uses the Account to buy for personal use. On termination we may cancel any unpaid Orders. Where an Account is terminated because the Buyer breached clause 6B, we may keep any non-refundable deposit and cancellation fee that clause 6B allows; any other amount paid for Goods we do not supply is refunded.

17.2 Either party may close an Account by written notice. Orders accepted before closure are fulfilled or refunded.

18. Force majeure

We are not liable for any failure or delay caused by events beyond our reasonable control, including natural disasters, carrier or port disruption, supplier failure, pandemic, industrial action or government action.

19. Notices

Notices must be in writing and sent by email to the address on the Account for the Buyer, and to wholesale@sugotoys.com.au for us. An email is taken to be received on the next Business Day after it is sent.

20. General

20.1 These Terms, together with each Pro Forma Invoice, Tax Invoice and any written variation we agree, are the entire agreement between the parties for each Order.

20.2 We may update these Terms by publishing a new version on the Portal. We give Account holders at least 14 days' notice by email of a material change, unless the change is required by law. The version in force when an Order is placed applies to that Order, and the Buyer may close its Account at any time if it does not accept a change.

20.3 If any provision is invalid or unenforceable, it is severed and the rest of these Terms continue in effect.

20.4 A failure or delay in exercising a right is not a waiver of that right.

20.5 The Buyer may not assign its rights under these Terms without our written consent.

20.6 These Terms are governed by the laws of New South Wales, Australia, and each party submits to the non-exclusive jurisdiction of its courts.

20.7 Electronic acceptance. The Buyer accepts these Terms electronically by ticking the acceptance box when it applies for an Account and again when it places each Order. The person who ticks the box confirms that they are authorised to bind the Buyer. We keep a record of the version accepted, the date and time, the user and the internet address used. This is the Buyer's signature for the purposes of the Electronic Transactions Act 1999 (Cth) and the Electronic Transactions Act 2000 (NSW), and no paper signature is needed.

Schedule 1: Payment methods

All payments are in AUD, quoting the Order number as the reference. Wise payments are matched automatically, usually within 15 minutes of the funds arriving.

Schedule 2: How an order is fulfilled