1.1 This document sets out the terms and conditions (“Terms”) on which HFC Prestige International New Zealand Limited t/a Wella New Zealand (“Supplier”) will supply products and goods (“Products”) to salons, hairdressers and beauty professionals in trade operating in New Zealand (“Customer”). The Supplier and the Customer are each referred to as a “Party” and collectively as the “Parties”.
1.2 If the Customer orders Products (“Order”) from a website of the Supplier or through any offline channels operated by the Supplier, before using the website or contacting Supplier to place an Order, these Terms will be made available to Customer on Supplier’s website at Terms and Conditions. The Customer must read these Terms carefully and click that they agree before placing an Order. Every time the Customer wishes to order Products, the Customer should review the latest Terms to ensure they understand and accept the Terms which will apply at the time of making the Order. The Customer acknowledges and agrees that any Products supplied, or to be supplied, by Supplier under an Order are subject to these Terms.
1.3 The Supplier may change or update these Terms from time to time. The Supplier will notify an existing Customer in writing by email of any updated Terms within a reasonable time prior to the date on which the updated Terms take effect (“Effective Date”). The updated Terms will apply to Orders placed by the Customer after the Effective Date. When Supplier updates these Terms, it will amend the “last updated” date set out at the start of these Terms (“Last Updated Date”) and adjacent to the link to these Terms on the Supplier’s website. The Customer should ensure that they have read and understood the most recent set of Terms posted on the website or otherwise notified to the Customer prior to placing an Order. By continuing to make Orders after an update to these Terms, the Customer agrees to be bound by the latest Terms. If the Customer does not agree to the latest set of Terms, the Customer must not place any Orders.
1.4 For Orders made after the Last Updated Date, these Terms override, supersede and replace any and all existing terms and conditions of sale, and any previous dealings, either oral or written, between the Parties. The Customer acknowledges and agrees that as they are purchasing the Products in trade, the provisions of the New Zealand Consumer Guarantees Act 1993 (“CGA”) and sections 9, 12A, 13 and 14(1) of the New Zealand Fair Trading Act 1986 (“FTA”) do not apply to these Terms and are expressly contracted out of.
2 Orders
2.1 The Supplier may, in its absolute discretion, accept (in whole or in part) or reject an Order even if the full price of the Order has been paid by the Customer, for example where the Supplier has insufficient Products available to fulfil an Order. To avoid doubt, all Orders are non-binding (even if the Customer has paid for that Order) until the Supplier accepts the Order in accordance with clause 2.2. If the Supplier rejects an Order, and the Customer has paid, the Supplier will promptly refund to the Customer the payment received by the Supplier without any interest. If the Supplier only part accepts an Order, and the Customer has paid, the Supplier will promptly refund to the Customer the payment received for those Products that cannot be fulfilled as part of a part accepted Order.
2.2 Subject to clauses 2.3 and 2.4, an Order becomes binding on acceptance by the Supplier. Acceptance will occur on the earlier of:
a) written notice to the Customer of Order confirmation (including via email); or
b) upon postage of the Order to the Customer (which the Supplier will notify the Customer of via the sending of an Order tracking link).
2.3 The Customer acknowledges and accepts certain reasonable handling and postage costs (“Postage Costs”) will apply to an Order. Postage Costs are based on the Order value. Postage Costs are advised to the Customer by Supplier’s customer service team via email.
2.4 In the event that the Supplier experiences any genuine human or system error and confirms an Order accidentally, the Customer acknowledges and agrees that the Supplier shall not be liable for fulfilling the Order and retains the right to cancel or adjust the Order as reasonably necessary. If the Supplier cancels an Order, and the Customer has paid, the Supplier will promptly refund to the Customer the payment received by the Supplier without any interest. If the Supplier adjusts an Order, and the Customer has paid, the Supplier will promptly refund to the Customer the value of the Products that Customer will not receive because of an adjusted Order.
3 Delivery and Risk
3.1 Subject to applicable law, the Supplier will use reasonable endeavours to deliver the Products at the dates and times notified to the Customer. However, the Customer acknowledges and understands that the actual delivery time is subject to a range of factors, including Product availability, the capacity of postage carriers, and the volume of demand. Subject to applicable law, any delays to the delivery of an Order will not confer on the Customer any rights to cancel the Order, reject the Products or claim any damages, costs or other compensation from, or take any other action against, the Supplier.
3.2 The Customer agrees that all risk in the Products passes to the Customer on and from delivery, being:
a) if the Products are being provided by carrier, the time when the Products are received by the Customer from the Supplier's carriers;
b) if the Products are being provided by carrier and the Customer authorises the Supplier or its carrier to leave the Products outside the Customer’s delivery address if the Customer is not present, the time when the Products are left outside the Customer’s delivery address; or
c) if the Products are to be received pursuant to a direct customer pick-up arrangement between the Supplier and the Customer, the time of actual pick-up by Customer from the Supplier's premises.
3.3 The Customer must examine the Products immediately after delivery to see if there are any discrepancies or visible defects or damage to the Products. The Customer must notify the Supplier of any such discrepancy, visible defect or damage within 5 business days after delivery (“Claim”). If the Supplier does not receive notice of any Claims within that timeframe, then, subject to applicable law, the Customer will be deemed to have accepted the Products, and the Supplier will not be obliged to consider any Claims received after that timeframe.
3.4 Subject to any rights that the Customer may have under applicable law, where the Claims procedure contemplated by clause 3.3 has been followed, and the Supplier has (acting reasonably) acknowledged and accepted the Claim, then the Supplier may, at its discretion, but after consulting with the Customer:
(a) rectify the discrepancy;
(b) replace the defective or damaged Products;
(c) issue a credit note to the Customer for any missing, defective or damaged Products; and/or
(d) provide a refund to the Customer for any missing, defective or damaged Products.
3.5 Subject to any rights that the Customer may have under applicable law and excluding Customer’s right to make a Claim under clause 3.3, Customer may elect to return to the Supplier Products only with the prior consent of the Supplier and at the expense of the Customer except where Products are defective or the return is initiated by the Supplier in which case the Supplier will bear the handling and postage costs. Unless the Products are defective or the return is initiated by the Supplier, where Products are returned at Customer’s expense, the Supplier will be entitled to be paid by the Customer a handling charge of twenty percent (20%) of the price of the returned Products.
3.6 The Supplier does not accept any test results about the Products that are issued by a testing institution or laboratory that is not recognised by the Supplier to support any Claim. The Supplier has the sole discretion to determine whether a Product is defective or whether the Product is defective because of the Customer’s improper operations or failure to follow the Supplier’s guidance.
4 Prices
4.1 The prices payable for the Products (excluding Postage Costs) are the prices indicated on the Supplier's current price lists available on the Supplier’s website.
4.2 The Supplier may, in its absolute discretion, change the prices on its price lists without prior notice to the Customer. For the avoidance of doubt, any Order made before a price change will be charged at the cost the Customer agrees to pay at the time the Customer makes the Order.
4.3 All prices indicated on the Supplier's price lists are stated exclusive of GST. The Supplier will charge GST to the Customer at the rate prescribed at the time of invoicing.
5 Invoicing and Payments
5.1 The Customer must:
(a) pay all amounts owing to the Supplier in full, without set-off, deduction or counterclaim, on making an Order; or
(b) if the Customer has an approved credit term with the Supplier, pay all amounts owing to the Supplier in full, without set off, deduction or counterclaim according to the terms of their credit arrangement with the Supplier.
5.2 Payments may be made by:
a) electronic funds transfer to the Supplier's nominated bank account (as notified to the Customer);
b) direct debit from the Customer's nominated bank account (after Supplier has obtained the Customer's authority);
c) credit card; or
d) any other payment method made available by the Supplier from time to time.
5.3 Prior to 1 October 2026, and to the extent permitted by law, payments via Visa, MasterCard and AMEX (“Banks”) may incur a payment processing surcharge. The Customer acknowledges and accepts that surcharges imposed on the Customer’s payment will be borne by the Customer only. The Supplier, upon receiving change notice from the Banks, will notify the Customer of any change to the surcharge rates or policies on the payment page. Currently, any payment via Visa or MasterCard will incur a 1.25% surcharge while AMEX will incur a 2.40% surcharge. With effect from 1 October 2026, the Supplier will not impose any surcharge on payments made via Visa, MasterCard or AMEX, in accordance with applicable law. In order to avoid surcharges (where applicable prior to 1 October 2026), Customers may provide an authority to pay invoices within seven (7) days via credit card or provide a direct debit authority by contacting our Customer Service Team via wellaaustralia@service.wella.com or toll free Number 0800 800 128. Any fee or surcharge incurred in paying an invoice will also be a taxable supply where the Products on the invoice are subject to GST.
5.4 Except for the surcharges advised in clause 5.3, the Supplier reserves the right, upon written notice which will act as a binding variation to these Terms, to charge the Customer any applicable bank charges, credit card merchant fees or other applicable fees and charges relating to the payment of invoices.
5.5 If any invoice is not paid in full by the due date, then, without limiting any other rights or remedies available to the Supplier:
a) the Supplier may charge the Customer default interest on the outstanding amount at two percent (2%) per annum over the base overdraft rate charged by the Supplier’s bankers from time to time, calculated daily from the due date (and the Customer's default will not be remedied until all outstanding amounts, together with any default interest, have been paid in full);
b) the Customer will be liable for any and all costs, expenses and disbursements incurred by the Supplier in recovering, or attempting to recover, any outstanding amounts from the Customer, including debt collection fees and/or legal fees; and
c) the Supplier may cancel or suspend any further Orders (or deliveries as part of an Order) to the Customer or require cash payments in advance from the Customer before accepting further Orders (or deliveries as part of an Order).
6 Title and Security
6.1 Property and ownership of the Products does not pass to the Customer until the Customer has paid for the Products, and paid all other amounts owing to the Supplier on any account whatsoever, in full.
6.2 In addition to its other rights in these Terms or under law, the Supplier (or its authorised agents) may enter the Customer's premises to take possession of any of its Products in the event that any payment becomes overdue for a period of more than 30 days. Until title in the Products passes to the Customer under clause 6.1, the Customer agrees to store the Products separately from all other goods held by the Customer and in such a way as to allow the Products to be identified as the Supplier's and to keep them fully insured against all customary risks of damage or loss (at the Customer's expense).
6.3 The Customer acknowledges that the retention of title in these Terms gives rise to a security interest (as defined in the Personal Properties Securities Act 1999 (“PPSA”)) in all present and after acquired Products supplied to the Customer in order to secure the performance of the Supplier’s obligations under these Terms.
6.4 Customer undertakes to:
(a) promptly do all things, execute all documents and/or provide any information which the Supplier may reasonably require to enable it to perfect, and maintain the perfection of, the security interest (including by registering a financing statement);
(b) give the Supplier not less than 14 days' prior written notice of any proposed change in its name and/or any other change of its details; and
(c) immediately on request by Supplier (and at the Customer’s expense) obtain from any third party, such agreements and waivers of any security interest that third party has in respect of the Products to ensure that at all times the Supplier has a first ranking security interest in the Products.
6.5 Customer waives its rights to receive a copy of any verification statement under the PPSA and agrees that, as between the Parties:
(a) Customer will have no rights under (or by reference to) sections 114(1)(a), 116, 117(1), 119, 120(2), 121, 125, 126, 127, 129, 131, 133 and 134 of the PPSA; and
(b) where Supplier has rights in addition to those in Part 9 of the PPSA, those rights will continue to apply.
7 Professional Use Products
7.1 Permitted Use. Products designated by Supplier as "Professional Use" or otherwise identified as professional-grade products ("Professional Products") sold to the Customer are intended exclusively for use by qualified, trained hairdressers or beauty professionals in trade for the provision of hair services to clients.
7.2 Approved Locations. Professional Products may only be used at:
(a) registered salon or beauty professional premises;
(b) any other location where employed or contracted hairdressers or beauty professionals are lawfully permitted to provide hair services, including mobile hairdressing, home-based services, or on-site client visits, in accordance with all applicable laws, regulations, and local council requirements.
7.3 Prohibited Activities. The Customer must not, and must ensure that its employees, contractors, and agents do not:
(a) resell, distribute, or supply Professional Products to any clients or other consumers for personal or home use;
(b) permit the use of Professional Products by any person who is not a trained hairdresser or beauty professional; or
(c) use Professional Products in any manner or at any location that contravenes applicable laws, regulations and local council requirements.
7.4 Compliance. The Customer is solely responsible for ensuring that all use of Professional Products complies with applicable occupational licensing requirements, workplace health and safety laws, and any other applicable laws.
7.5 Breach. Any breach of this section 7 by the Customer constitutes a material breach of these Terms. Upon becoming aware of any breach, the Supplier reserves the right to immediately suspend or terminate the Customer's account with the Supplier and refuse future Orders of Professional Products to the Customer, without liability.
8 Resale of Non-Professional Products
8.1 Permitted Resale. Products not designated as Professional Products ("Non-Professional Products") may be resold by the Customer to anyone (including clients or other consumers), subject to the terms of this section 8.
8.2 Approved Resale Channels. The Customer is permitted to resell Non-Professional Products through the following channels only:
(a) the Customer's registered salon premises;
(b) any physical retail location owned or operated by the Customer;
(c) any online marketplace, e-commerce platform, or website owned or operated solely by the Customer.
8.3 Resale Conditions. In reselling Non-Professional Products, the Customer must:
(a) sell the Non-Professional Products in its original, unopened packaging and unaltered condition;
(b) not make any representations, warranties, or claims regarding the Non-Professional Products that are false, misleading, or inconsistent with the Supplier's product information and labelling; and
(c) comply with all applicable consumer protection laws (including the CGA and FTA), product safety standards, and advertising regulations.
8.4 Prohibited Resale Activities. The Customer must not:
(a) resell Non-Professional Products through third-party retailers, distributors, or wholesalers without the prior written consent of the Supplier;
(b) sell Non-Professional Products on any general online marketplace or platform not owned or operated by the Customer (including, without limitation, Amazon, eBay, Trade Me or other similar third-party platforms) without the prior written consent of the Supplier;
(c) export or resell Non-Professional Products outside of New Zealand.
8.5 Product Integrity. The Customer is responsible for ensuring proper storage and handling of Non-Professional Products to maintain product quality and integrity prior to resale.
8.6 Consumer Guarantees. The Customer acknowledges and agrees that Non-Professional Products resold to clients and other consumers are subject to the consumer guarantees provided under CGA and FTA. The Customer must:
(a) not make any representations to clients and consumers that exclude, restrict, or modify the application of the consumer guarantees under CGA;
(b) handle all warranty claims and consumer complaints from clients and consumers in accordance with applicable law (including the CGA and FTA); and
(c) display or communicate to clients and consumers, where required by applicable law, that the Non-Professional Products come with guarantees that cannot be excluded under CGA.
9 Force Majeure
9.1 The Supplier will not be liable for any failure to perform, or any delay in the performance of, its obligations under these Terms where that failure or delay is due to any event beyond the Supplier’s reasonable control, including natural disasters, adverse weather, strikes, labour disputes, material shortages, pandemics, problems with its suppliers, defaults by its carriers, fire accidents, power failure, industrial or political activities, breakdowns of plant or machinery, or import or export regulations or embargoes (“Force Majeure”).
9.2 If a delay arising from a Force Majeure event precludes the Supplier from performing its obligations under these Terms for more than fourteen (14) consecutive business days, the Supplier may terminate, without any liability or compensation to the Customer, the performance of its obligations by immediately giving notice to the Customer.
10 Limitation of Liability
10.1 To the maximum extent permitted by applicable law, the Customer acknowledges and agrees that all other representations, warranties, guarantees, terms and conditions (whether express or implied) in relation to the Products and an Order are expressly excluded.
10.2 To the maximum extent permitted by applicable law, the Supplier's liability for the Customer making a Claim in respect of defective or damaged Products will be limited to the remedies set out in section 3. For all other liability that might arise, Supplier’s liability to the Customer for an Order is limited to the amount paid by the Customer for that Order. The Supplier will not be liable to the Customer under the law of tort (including negligence), contract or otherwise for any loss of revenue, loss of profits, or indirect or consequential losses arising out of these Terms.
10.3 Subject to clauses 10.1 and 10.2, to the maximum extent permitted by applicable law, the Customer acknowledges and agrees that the Supplier will not be liable to the Customer for any loss, damage, cost, expense or other claim which arises in connection with the Products, including any loss, damage, cost, expense or other claim arising from the Products being used or stored in conditions that are unusual or incompatible with their nature.
11 Intellectual Property
11.1 All of the Supplier’s intellectual property, including any forms of patents, trademarks, brands, copyright and other information, remain the sole property of the Supplier and the Customer agrees that it shall not use any of the Supplier’s intellectual property without the Supplier’s prior written consent.
11.2 The Customer shall not engage in or conduct any form of diversion, counterfeiting or tampering with the Supplier’s intellectual property and the Supplier reserves the full right to take formal action against such attempts.
11.3 The Customer shall immediately inform the Supplier if it is aware of any infringement or threatened infringements of the Supplier’s intellectual property.
12 Cancellation of Orders
12.1 In addition to the other rights of cancellation in these Terms, an Order may be cancelled if:
(a) both Parties agree to cancel the Order in writing;
(b) the Customer becomes insolvent; or
(c) a Party fails to remedy any breach of these Terms within fourteen (14) days of receiving the written notice of breach from the other Party.
13 Confidentiality
13.1 The Customer acknowledges and agrees not to disclose any proprietary information, documents or materials relating to the Supplier, its property, products, services or activities, to any third party.
14 Notices
14.1 Any notice or other communication under these Terms (“Notice”) made by Customer to Supplier must be in writing and given by post at the address below or email at wellaaustralia@service.wella.com.
Supplier address:
C/-Buddle Findlay,
Level 18
188 Quay Street
Auckland Central, Auckland 1010
14.2 Any Notice made by Supplier to Customer must be in writing and sent by email to the email address that Customer has provided to the Supplier when Customer has made an Order.
14.3 A Notice is taken to have been received:
(a) (in the case of post) on the third day after the date of posting; or
(b) (in the case of email) when the email is sent, unless the Party sending the email knows or ought reasonably to know that the email was not delivered to the addressee's email address.
15 Assignment
15.1 The Customer must not assign, or purport to assign, any of its rights or obligations under these Terms without the prior written consent of the Supplier.
15.2 The Supplier may assign any of its rights or obligations under these Terms without the prior written consent of the Customer to any third party.
16 Credit Term Application
16.1 By applying for credit term, the Customer is required to provide information (including personal information) to the Supplier for the purpose of assessing their credit application.
16.2 Personal information supplied may be disclosed in the course of assessing the Customer’s application to a credit reporting agency.
16.3 If requested information (including personal information) is not provided by Customer, then Customer’s application for credit may not be considered.
16.4 The Supplier will handle personal information in accordance with the Privacy Act 2020. Supplier’s Privacy Policy (Privacy Notice | Wella Company ) sets out how Supplier collects, uses, discloses and transfers any personal information. The Privacy Policy also sets out what rights Customers have to request access to, and correct, personal information held by the Supplier. The Customer should review the Privacy Policy before providing personal information to Supplier.
17 General
17.1 These Terms, and all dealings between the Supplier and the Customer, will be governed by and construed in accordance with, the laws of New Zealand without giving effect to any applicable conflicts of law principles.
17.2 In the event that any provision of these Terms is held by a court of competent jurisdiction to be unenforceable, the remaining provisions of these Terms will remain in full force and effect.
17.3 The Supplier's failure to enforce, at any time, any provision of these Terms will not constitute a waiver of that provision and will not affect its right to enforce it subsequently.
17.4 The Supplier and the Customer are independent contractors, and no agency, partnership, joint venture or employment relationship is intended or created by these Terms.
SCHEDULE 1: ADDITIONAL TERMS FOR RESELLER CUSTOMERS
This Schedule forms part of the Wella New Zealand Terms and Conditions of Sale effective 1 October 2026 (“Terms”). Defined terms used in this Schedule have the meanings given to them in the Terms unless otherwise specified. Where there is any inconsistency between this Schedule and the Terms, this Schedule prevails to the extent of the inconsistency.
1. Application and Acknowledgements
1.1 This Schedule applies to any Customer that purchases Products for the purpose of resale to hairdressing salons, beauty professionals, or other trade buyers, whether or not the Customer also uses Products in its own salon or provision of hair services (“Reseller Customer”).
1.2 Where a Reseller Customer has entered into a separate Salon Purchasing Agreement or equivalent agreement with the Supplier, the terms of that agreement govern the commercial relationship between the Supplier and the Reseller Customer and prevail over this Schedule to the extent of any inconsistency. The remaining provisions of this Schedule continue to apply to the extent they are not inconsistent with the Salon Purchasing Agreement.
1.3 A Reseller Customer is bound by all provisions of the Terms that are not inconsistent with this Schedule.
1.4 By placing an Order, the Reseller Customer confirms that it has read this Schedule, understands the scope of the reseller relationship (including what is and is not included under the Supplier’s standard reseller terms), and has had the opportunity to ask questions before placing its first Order.
2. Scope of Reseller Relationship
3. Use and Resale
3.1 The Reseller Customer may:
(a) use Products in the Reseller Customer’s own salon or in the provision of hair services, in accordance with the Terms;
(b) resell Professional Products to trained hairdressers or beauty professionals for use in the provision of hair services, or trade buyers who the Reseller Customer reasonably believe will use the Products in the provision of hair services, but not to end consumers for personal or home use; and
(c) resell Non-Professional Products to hairdressing salons, beauty professionals, and end consumers, in accordance with the Terms.
3.2 When reselling Products, the Reseller Customer must:
(a) ensure all Products are supplied in their original, unopened packaging with all labelling, instructions for use, warnings, and safety alerts intact and unaltered;
(b) not make any representations about the Products or the Supplier that are false, misleading, or inconsistent with the Supplier’s product information and labelling; and
(c) draw the downstream customer’s attention to the instructions for use, warnings, and safety alerts on the Product packaging at the point of sale.
4. Restrictions
4.1 The Reseller Customer must not:
(a) resell Professional Products to end consumers for personal or home use;
(b) resell Products on any general online marketplace or platform not owned or operated by the Reseller Customer (including Amazon, eBay, Trade Me or similar platforms) without the prior written consent of the Supplier;
(c) export or resell Products outside of New Zealand;
(d) represent to any third party that the Reseller Customer is an authorised distributor, agent, or partner of the Supplier, or that the Supplier will provide colour charts, starter packs, training, or other support through the Reseller Customer (unless separately agreed under clause 2.3 or provided at the Supplier’s discretion under clause 2.2); or
(e) use the Supplier’s trade marks, logos, or branding in advertising, signage, or promotional materials without the Supplier’s prior written consent.
5. Product Safety
5.1 The Reseller Customer acknowledges that certain Products, including Professional Products, contain chemicals and active ingredients that may cause harm if used improperly. In addition to its obligations under clause 3.2, the Reseller Customer must:
(a) promptly pass on to its downstream customers any product safety notices or recalls issued by the Supplier; and
(b) maintain reasonable records of its downstream customers to enable compliance with clause 5.1(a) and to assist the Supplier with any product recall.
5.2 The Reseller Customer acknowledges that the Supplier has no direct relationship with the Reseller Customer’s downstream customers and relies on the Reseller Customer to pass on Product safety information. If a downstream customer or end user suffers loss because the Reseller Customer failed to comply with its obligations under clause 3.2 or this clause 5, the Reseller Customer will be responsible for that loss to the extent it was caused by the Reseller Customer’s failure, and will indemnify the Supplier against any third-party claim to the extent that the claim arises from the Reseller Customer’s non-compliance. This indemnity does not apply to the extent that the loss was caused by a defect in the Product itself or by the Supplier’s own act or omission.
6. Breach
6.1 If the Reseller Customer breaches any provision of this Schedule, the Supplier will notify the Reseller Customer in writing, specifying the breach. The Reseller Customer will have fourteen (14) days to remedy the breach. If the breach is not remedied within that period, the Supplier may suspend the Reseller Customer’s account. If a breach of the same or similar nature occurs on more than two occasions within any 12-month period, the Supplier may terminate the Reseller Customer’s account in accordance with clause 12 of the Terms.