Terms of service
Last updated on 4 May 2026
Makedo Pty Ltd
ABN 97 138 360 335
GLOBAL B2B TERMS & CONDITIONS OF SALE (Effective Date: May 2026)
These Master Terms & Conditions of Sale (“Terms”) govern the supply of products (“Products”) by Makedo Holdings Pty Ltd, Makedo Pty Ltd, Makedo Limited, and their affiliates and related entities worldwide (collectively, Makedo) to any approved wholesale purchaser, distributor, reseller, retailer, education supplier, or business customer (“Customer”). These Terms apply to all orders unless otherwise agreed in a separate written agreement signed by Makedo. By placing an order with Makedo, the Customer accepts these Terms.
1. Scope and Applicability
1.1. These Terms apply to all wholesale and business-to-business sales of Products by Makedo.
1.2. Separate written distributor or strategic account agreements will prevail where expressly stated.
1.3. Any terms proposed by the Customer in a purchase order or other document do not apply unless expressly accepted by Makedo in writing.
2. Currency, Pricing, and Taxes
2.1. Prices may be quoted in AUD, USD, EUR, GBP, CAD, or other currencies determined by Makedo.
2.2. Prices are exclusive of freight, duties, insurance, VAT, GST, sales tax, and similar charges unless expressly stated otherwise.
2.3. Makedo may revise pricing on reasonable notice for future orders due to currency fluctuation, freight changes, tariffs, raw material cost increases, or market conditions.
2.4. The Customer is responsible for all applicable import charges and taxes.
2.5. The Customer must provide valid VAT, GST, resale, exemption, or tax registration documentation where required.
3. Minimum Order Requirements
3.1. Makedo may establish minimum order values, minimum unit quantities, case pack requirements, bundle increments, or freight thresholds by region, channel, or account type.
3.2. Unless otherwise agreed, Products must be ordered in standard carton, case pack, or published wholesale increments.
3.3. Makedo may amend ordering requirements on reasonable notice.
3.4. Orders that do not meet applicable minimum requirements may be declined or adjusted.
4. Orders and Delivery Window
4.1. Orders may be placed through approved portals, sales representatives, or a written purchase order.
4.2. Orders are binding only once accepted by Makedo, in whole or in part, and Makedo may accept modified quantities or revised delivery dates.
4.3. Makedo may refuse, limit, delay, or allocate orders where reasonably necessary due to:
a. Stock availability
b. Credit risk
c. Prior breach
d. Sanctions or compliance issues
e. Operational constraints
4.4. Delivery dates are estimates only.
4.5. Makedo may allocate Products among Customers at its discretion in cases of limited supply.
4.6. Makedo may cancel orders if the Customer is insolvent, in breach, or subject to sanctions.
4.7. Makedo may discontinue Products or vary specifications where reasonably necessary, provided functionality is not materially reduced.
5. New Product Launches and Embargoed Products
5.1 Makedo may offer Products before public release.
5.2 Where a launch date applies, the Customer must not advertise, pre-sell, list, distribute, display for sale, or publicly release the Product before the nominated launch date without prior written consent.
5.3. The Customer must keep all embargoed product information confidential, including launch timing, pricing, specifications, imagery, and marketing assets, until public release.
5.4. If this clause is materially breached, Makedo may cancel allocations, suspend supply, or take other reasonable protective action.
5.5 Unauthorised early release may cause irreparable harm for which damages may be inadequate, and Makedo may seek injunctive relief.
6. Payment Terms
6.1. Accepted payment methods include credit card, EFT, SEPA, SWIFT and ACH. Credit card payments may incur a surcharge, where permitted by law.
6.2. New direct accounts must pay initial orders in full before dispatch unless otherwise approved in writing by Makedo.
6.3. Customers introduced through an authorised Makedo sales representative, agent, distributor partner, or approved referral channel may be considered for Net 30-day payment terms from their first order, subject to Makedo’s written approval.
6.4. Net 30-day terms are not automatic and remain subject to account review, satisfactory trade references, credit assessment, and any credit limit approved by Makedo.
6.5. Makedo may review, amend, suspend, or withdraw credit terms where reasonably required based on payment history, credit risk, credit limit exposure, or commercial circumstances.
6.6. The Customer must pay invoices in full without set-off, deduction, withholding, or counterclaim except where required by law.
6.7. If any invoice becomes overdue, all outstanding invoices may become due and payable immediately.
6.8. Overdue undisputed amounts may incur interest at 1% per month or the maximum lawful rate, whichever is lower.
6.9. If payment is overdue, Makedo may suspend further supply, withhold pending orders, reduce or withdraw credit terms, or require advance payment.
6.10 Accounts more than 60 days overdue may be suspended. Accounts more than 90 days overdue may be referred for collection.
6.11. The Customer is responsible for reasonable third-party recovery costs for overdue undisputed debts where permitted by law.
6.12. Bank fees, foreign exchange costs, and transfer charges are borne by the Customer.
7. Shipping, Delivery, and Risk
7.1. Shipping fees and free shipping thresholds are determined by region and are set in the applicable local currency.
7.2. Applicable thresholds and fees are published by Makedo and may be updated from time to time.
7.3. Expedited or special shipping is available at the Customer’s expense.
7.4. Risk passes upon delivery to the carrier nominated by Makedo or the Customer, or upon collection.
7.5. Title remains with Makedo until payment in full for the relevant Products is received to the extent permitted by applicable law.
7.6. The Customer must assist Makedo in protecting retained title rights where lawful.
7.7. Customs clearance, local registrations, and import compliance are the Customer’s responsibility unless otherwise agreed.
8. Inspection, Claims, Defects, Returns and Exchanges
8.1. The Customer must inspect Products promptly upon receipt.
8.2. Claims for shortage, visible damage, or incorrect shipment should be made in writing within 10 business days of delivery.
8.3. Returns will only be accepted if authorised in writing by Makedo and returned in their original packaging and condition.
8.4. A restocking fee of up to 10% of the invoiced price may apply to non-defective returns, provided the Products are unopened and in resalable condition.
8.5. Products reported as defective within 30 days of receipt will, at Makedo’s option, be repaired, replaced, or credited. Latent manufacturing defects notified promptly after discovery remain subject to reasonable review.
8.6. Products that have been opened, altered, or damaged by the Customer are non-returnable.
8.7. Unauthorised returns may be refused and returned at the Customer’s expense.
9. Advertised Pricing and Brand Integrity
9.1. Makedo may publish recommended retail pricing (“RRP”) or MSRP for guidance only.
9.2. Customers remain independently responsible for setting their own resale prices.
9.3. When using Makedo trademarks, logos, imagery, descriptions, or other marketing assets, the Customer must present Products in a manner consistent with Makedo brand standards.
9.4. Customers must not advertise or promote Products in a manner that is misleading, deceptive, counterfeit, materially inaccurate, liquidation-style, or reasonably likely to damage the reputation or perceived value of the Makedo brand.
9.5. Repeated advertising practices that materially damage brand positioning or misuse Makedo marketing assets may justify withdrawal of cooperative marketing support or account review.
9.6. Makedo may request correction, amendment, or removal of marketing materials that materially breach this clause.
9.7. Nothing in this clause imposes resale price maintenance or restricts the Customer’s independent pricing decisions.
10. Marketplace & Bundling Restrictions
10.1. Products must not be sold on third-party online marketplaces or social commerce platforms (including Amazon, eBay, Walmart Marketplace, Temu, TikTok Shop, or similar platforms) without prior written approval from Makedo.
10.2. For the purposes of these Terms, a “third-party online marketplace or social commerce platform” means any digital platform operated by a third party that enables multiple sellers to list, market, or sell products directly to consumers using the platform’s checkout, payment processing, or storefront infrastructure.
10.3. Makedo may require the Customer to identify sales channels and provide reasonable evidence of compliance.
10.4. Products designated as kits, bundles, sets, classroom packs, or packaged systems must be sold in their original supplied configuration unless approved in writing for sale in a different configuration.
10.5. The Customer must not:
a. Separate bundled components for individual resale,
b. Repackage Products,
c. Relabel Products,
d. Combine products with third-party goods in a way that implies sponsorship or endorsement.
e. Create derivative bundles using Makedo Products without approval.
10.6. Authorised bundling with complementary products must be accurate, lawful, and must not imply Makedo endorsement unless approved.
10.7. Material breach may result in suspension of supply or account termination.
11. Marketing and Branding Guidelines
11.1. Customers must use only approved or accurate product imagery, trademarks, and descriptions.
11.2. Customers must not make false performance claims, inaccurate safety claims, or misleading compatibility statements.
11.3. Makedo may update brand guidelines on reasonable notice.
12. Intellectual Property
12.1 All trademarks, copyrights, designs, packaging, branding, inventions, and related intellectual property remain owned by Makedo or its licensors.
12.2 The Customer receives a limited, non-exclusive, revocable licence to use approved Makedo assets solely for authorised resale of genuine Products.
12.3 The Customer must not:
a. Alter, reproduce, or misappropriate Makedo IP.
b. Register or apply to register marks, designs, or domains similar to Makedo IP.
c. Use Makedo IP in domain names, social media handles, or advertising without authorisation.
d. Reverse engineer, copy, or create derivative works of Products.
e. Sell counterfeit or diverted Products.
12.4 Unauthorised use of IP constitutes a material breach entitling Makedo to terminate the supply and to seek injunctive and monetary remedies.
13. Compliance with Laws
13.1. Each party must comply with laws applicable to its activities.
13.2. The Customer must comply with all consumer protection, packaging, environmental, import/export, privacy, safety, and sanctions laws relevant to resale.
13.3 The Customer must not export, re-export, divert, or resell Products in breach of applicable sanctions or export control laws.
14. Product Safety and Recalls
14.1 If a safety issue or recall arises, both parties will cooperate promptly and in good faith.
14.2 Where caused by a manufacturing or design fault, Makedo bears reasonable direct costs attributable to its responsibility.
14.3 Where caused by misuse, repackaging, alteration, local non-compliance, or unauthorised resale by the Customer, the Customer bears resulting costs.
15. Confidentiality
15.1 Non-public pricing, commercial terms, forecasts, product roadmaps, customer programs, and proprietary information exchanged in connection with the relationship are confidential.
15.2 This obligation does not apply to information already public, independently developed, or required by law to be disclosed.
16. Warranty and Limitation of Liability
16.1 Except as expressly stated or required by law, all other warranties are excluded to the maximum extent permitted.
16.2 Makedo is not liable for indirect, incidental, special, or consequential loss, including loss of profits, opportunity, goodwill, or reputation.
16.3 Makedo’s total aggregate liability relating to affected Products shall not exceed the amount paid for those Products giving rise to the claim.
16.4 Nothing excludes liability that cannot lawfully be excluded.
17. Suspension and Termination
17.1 Makedo may suspend supply or terminate approval on reasonable notice where the Customer:
a. Materially breaches these Terms,
b. Fails to pay overdue amounts,
c. Sells through unauthorised channels,
d. Sells counterfeit or diverted goods,
e. Becomes insolvent, enters administration, liquidation, receivership, bankruptcy, or any analogous process,
f. Ceases or threatens to cease trading,
g. Makedo reasonably believes the Customer may be unable to pay debts as they fall due, or
h. Creates material legal, safety, or reputational risk.
17.2. Makedo may take immediate action under clause 17.1 where reasonably necessary to protect brand integrity, ensure legal compliance, safeguard customer safety, or recover debt.
17.3. Termination does not affect accrued rights or unpaid amounts.
18. Force Majeure
18.1. Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disasters, war, pandemics, strikes, cyber incidents, freight disruptions, supplier shortages, or government actions.
19. Governing Law and Jurisdiction
19.1. The laws of Victoria, Australia, govern these Terms.
19.2.The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
19.3. The parties will first attempt a good-faith commercial resolution.
19.4. If unresolved, disputes may be referred to confidential arbitration in Melbourne, Victoria, Australia under ICC Rules.
19.5. Makedo may seek urgent injunctive relief, debt recovery, or IP enforcement in any court of competent jurisdiction where the Customer, assets, Products, or infringement activity are located.
20. Director’s Guarantee
20.1 If the Customer is a corporation, Makedo may require one or more directors to execute a separate written guarantee of payment and performance obligations.
20.2. Such a guarantee shall be in a form acceptable to Makedo and may be tailored to applicable jurisdictional requirements.
20.3. The guarantee remains in effect until Makedo releases it in writing.
21. Relationship of the Parties
21.1 Nothing in these Terms creates a partnership, joint venture, or agency. The Customer acts solely as an independent purchaser and reseller.
22. General
22.1. If any provision is unenforceable, the balance of the agreement remains effective.
22.2. Delay in enforcing rights is not a waiver.
22.3. Where mandatory local law applies and cannot be excluded, these Terms operate subject to that law.
22.4. Makedo may update these Terms on reasonable notice for future orders.
22.5. Makedo may assign or novate these Terms to an affiliate or successor entity. The Customer may not assign without consent.
22.6. Notices may be sent to hello@make.do or any other address notified by Makedo.
22.7. These Terms constitute the entire agreement unless replaced by a signed written agreement.
23. Survival
23.1. Clauses relating to payment, confidentiality, intellectual property, warranty disclaimers, limitation of liability, governing law, and dispute resolution survive termination.
24. Acceptance of Terms
24.1 By placing an order with Makedo, the Customer accepts these Master Terms & Conditions of Sale.