Trade Terms & Conditions

Bed Threads Linen USA LLC

Trade Partner Terms and Conditions

Policy last updated: December 1, 2024

1 Background

Thank you for your interest in our Bed Threads Trade Program (Trade Program) and for visiting our Site.

The Trade Portal and the Site are owned and operated by Bed Threads Linen USA LLC (Bed Threads). These terms and conditions (Terms) govern your access to and use of the Site and participation in the Trade Program and access to and use of the Trade Portal.

In these Terms, the words “we”, “our” and “us” refer to Bed Threads and its directors, officers, employees, agents, related entities and affiliates and “you” or “your” means the person (including a corporate entity) who agrees to be legally bound by these Terms.

Please read these Terms carefully before applying to participate in or purchasing any Products under the Trade Program and before accessing or using our Site. By using the Site, including by placing an Order for Product(s) on this Site, you agree to be legally bound by these Terms. If you do not agree to be legally bound by these Terms, you must not, and are not permitted to, participate in the Trade Program or use the Site.

2 Definitions

In these Terms:

“Bed Threads Trade Program” means the Trade Partner loyalty program described in clause 6.

“Benefits” means discounts, offers and gifts that are supplied or may be supplied by us in connection with the Bed Threads Trade Program from time to time.

“Content” means all of the material and information (including all text, links, graphics, logos, audio and software) published on the Site or the Trade Portal (as applicable).

“Intellectual Property” means all intellectual rights of whatever nature (whether or not registered or registrable), including, but not limited to, all copyright, trade names, trademarks, business names, domain names, logos, designs, patents and trade secrets.

“Order” means an order for one or more Products made on the Trade Portal.

“Privacy Policy” means the privacy policy of Bed Threads (as amended from time to time), the current version of which can be accessed at the following link: https://bedthreads.com/pages/privacy-policy.

“Products” means the product items listed for sale on the Trade Portal from time to time.

“Site” means https://bedthreads.com and any systems used by or in connection with that website, including servers and networks that host the website, and any Content used on or in connection with the website, including but not limited to data, source codes, graphics and images.

“Trade Partner” means a person (including a corporate entity) which purchases Products for the purpose of wholesale re-supply, using them up or transforming them in trade or commerce, and which has been approved by us to participate in the Bed Threads Trade Program and to access the Trade Portal.

“Trade Portal” means the online portal that can be accessed by Trade Partners through the Site to purchase Products through the Bed Threads Trade Program.

Any reference in these Terms: (i) to the singular includes the plural; (ii) to any act or statute includes any act or statute which supersedes, replaces or modifies any earlier act or statute; (iii) to persons includes all bodies and associations both corporate and incorporated and vice versa. Paragraph headings are for reference purposes only.

3 Trade Portal and Site Use

The Trade Portal can only be used and accessed by Trade Partners.

The Trade Portal, the Site and the Content are provided to you ‘as is’. Your access to and use of the Trade Portal and the Site is at your own risk.

In order to use the Trade Portal and the Site you will need internet access and devices and systems which are compatible with the Trade Portal and the Site. These requirements may at our sole discretion without notice change and it is your responsibility to ensure that your devices and systems meet the relevant requirements. We have no obligation to make the Trade Portal and the Site available to you at any time or on any device or system.

You are responsible for taking all necessary steps to ensure that your access to and use of the Trade Portal and the Site does not expose you or your computer system to interference or harm, including interference or harm from viruses or other malicious computer code. We accept no responsibility or liability for any interference or damage to your own computer which arises in connection with your use of the Trade Portal and the Site or any linked website or service.

You may link to our Site, provided you do so in a manner that is at all times legal and does not damage our reputation. You must not establish such a link or engage in any conduct in relation to that link which represents any form of association, approval or endorsement that does not exist.

4 Unacceptable Activity

You must ensure that your access to and use of the Trade Portal and the Site is not inappropriate or prohibited by any laws which apply to you. This includes, but is not limited to:

(a) breaching these Terms;

(b) breaching the legal rights of another person or entity;

(c) infringing the Intellectual Property rights of Bed Threads or a third party;

(d) misusing, hacking into, reverse-engineering, circumventing, disabling, or undertaking or attempting to undertake any activity which will place an unreasonable burden on or otherwise disrupt the operation of the Trade Portal or any part of it or the Site or any part of it;

(e) posting or transmitting to the Trade Portal or the Site any unauthorized or unlawful material (including material that is, in our opinion, likely to cause annoyance, or which is defamatory, racist, obscene or threatening, or which is otherwise detrimental to or in violation of our systems or network security).

We may stop, limit, regulate, restrict or withdraw, temporarily or permanently, your access to or use of the Trade Portal or the Site in our discretion.

5 Account

In order to access the Trade Portal you must create an account. You will not be able to create an account to access the Trade Portal unless you are approved as a Trade Partner (see clause 6).

The creation of an account will require you to provide to us certain information (including your company or business name and a valid email address). You must ensure that this information is accurate and current. All personal information will be collected in accordance with our Privacy Policy.

To create an account, you must have legal standing and capacity to enter into a binding agreement with us.

When you register an account, you will be required to enter your email address as the username and create and maintain a password. You are responsible for keeping your username and password secure. You are responsible for all activity carried out under your account. You must notify us immediately if you become aware of any unauthorized use or breach of your user information or account.

6 Bed Threads Trade Program

The Bed Threads Trade Program is our loyalty program for our partners in design, hospitality, real estate, events, and corporate gifting.

Eligible businesses that have been accepted as Trade Partners in accordance with clause 6.1 will receive a 20% discount off the RRP on all eligible Products through the Trade Portal (Trade Discount).

We may, in our sole discretion, offer certain additional Benefits to Trade Partners from time to time which will be notified to our Trade Partners via email or made available through the Trade Portal.

Trade Partners can view and access their Trade Discount and other Benefits (if any) by logging into their Trade Portal at the following link: [insert].

6.1 Becoming a Trade Partner

If you would like to participate in the Bed Threads Trade Program, you will need to apply to be approved as a Trade Partner by completing the form available at the following link: https://bedthreads.com/pages/trade or contacting us on trade@bedthreads.com.au.

Retail businesses are not eligible for the Bed Threads Trade Program.

We will review your application as soon as practicable and contact you via the email address included in the form to notify you of whether you have been approved as a Trade Partner. When deciding whether to approve your application, we can take into consideration the following non-exhaustive factors:

(a) whether you have a valid US tax id;
(b) the nature and characteristics of the business you conduct;
(c) the content of any website operated by your business; and
(d) the content, nature and extent of any advertising by your business, including through social media platforms.

Once approved as a Trade Partner, you will be invited to create an account to access the Trade Portal (Trade Account).

If you are not approved as a Trade Partner, you will not be invited to create a Trade Account and will not be able to access the Trade Discount or other Benefits offered as part of the Bed Threads Trade Program.

6.2 Trade Benefits

Once approved as a Trade Partner, the Trade Discount and any other Benefits (unless otherwise notified by us) can only be accessed through the Trade Portal.

The Trade Discount is automatically applied to the Products on the Trade Portal once a Trade Partner has logged into their Trade Account.

To use the Trade Discount, the Trade Partner must:

(a) be logged into their Trade Portal account; and

(b) place an Order for Product(s) that satisfies the minimum spend requirements set out in clause 6.3.

6.3 Minimum spend requirements

The first Order made by a Trade Partner through the Trade Portal must exceed a total of $500 after the Trade Discount is applied.

All subsequent Orders must exceed a total of $150 minimum order value after the Trade Discount is applied.

6.4 Exclusions and limitations

The Trade Discount and any other Benefits are offered exclusively to Trade Partners, are non-transferable and must not be shared with or used for any third parties.

Products purchased by you through the Trade Portal can only be supplied on a wholesale basis. Any Products that are purchased by you through the Trade Portal must not be on-sold on a retail basis, including through a retail business or direct to a retail customer.

The Trade Discount:

(a) cannot be used in conjunction with any other promotional code or Benefit offered outside the Bed Threads Trade Program;

(b) is not valid for discount on Bedding Bundles, Table Bundles, non-Bed Threads branded items or Bed Threads gift cards. We will not accept Orders with a Trade Discount applied for these Products.

6.5 Cancellation

We reserve the right to remove Trade Partners from the Bed Threads Trade Program if a Trade Partner materially breaches these Terms, has engaged in dishonest, fraudulent or wrongful conduct, or a Trade Discount or Benefit has been used contrary to these Terms.

7 Social Media

Bed Threads does not endorse, support, sanction, encourage or agree with any comments, opinion or statements posted by users on Bed Threads’ social media sites.

Bed Threads may moderate user-posted content on its social media sites and may remove any content that is, in Bed Threads’ reasonable opinion, unlawful or inappropriate.

8 Orders

Subject to these Terms, you may place an Order for Products using the Trade Portal.

If you make an Order, you:

(a) agree to pay the price of the Products and the applicable delivery fee; and

(b) warrant to us that all information provided by you in relation to that Order is accurate, complete and current.

We will not be liable to you for any loss you or any third party suffers or incurs as a result of, or in connection with, any delay or failure to process your Order or to deliver any Products to you due to inaccurate or incomplete details provided in an Order.

If you place an Order and the Products are to be delivered to someone other than you, you warrant to us that you have obtained that person’s consent to provide us with their personal information and that they agree to accept delivery of the Products.

You acknowledge and agree that each Order that you make, if accepted by us, is a separate and binding agreement between you and us for the supply and delivery of the Products the subject of the Order in accordance with these Terms.

If we accept your Order, we will send a confirmation email to your nominated email address.

If you request we change or cancel your Order due to your change of mind in accordance with these Terms (see clause 12), we will use our commercially reasonable efforts to cancel or change that Order if it has not already been shipped, but we make no representation that we will be able to do this.

We may at our sole discretion cancel your Order at any time prior to shipping of the Products.

If we cancel your Order, we will send a confirmation email to your nominated email address. If this occurs, you will be provided with a full refund of the purchase price of the Order.

9 Products, pricing, delivery fees and discounts

Products and prices of Products are listed on the Trade Portal and are subject to change at our sole discretion.

Prices for Products and delivery fees for Orders are listed on the Trade Portal.

Prices for Products in an Order and the delivery fee for that Order are fixed once an Order has been confirmed.

Discounts to the prices of Products may be given at our sole discretion on terms and conditions notified to you by us.

You shall pay any and all duties, tariffs, import, excise, personal property, sales, or use taxes and any other taxes which may be payable in connection with sales of the Products, except for taxes imposed upon Bed Thread’s net income.

10 Payments

Acceptable payment methods are listed on the Trade Portal and are subject to change at our sole discretion.

Your Order must include details of your nominated payment method. If the name included in connection with the Order does not match the name included in your nominated payment method, we may ask you to provide to us additional information (for example, proof of identity documents). By providing details of your nominated payment method with your Order, you authorise us to deduct the price of the Products and the delivery fee for that Order from your nominated payment method.

If we accept your Order, we will process payment for your Order then or shortly thereafter.

You acknowledge and agree that we may not be able to or may decline in our reasonable discretion to accept payment from you by your nominated payment method. We will notify you if this occurs.

If you request a change of your Order after we have accepted the Order, we will charge or refund you in full (to the payment method you used to make the Order) the difference (if any) between your initial Order and your amended Order.

We will not ship the Products in your Order unless we have accepted your Order and we have received payment in full for that Order from your nominated payment method.

11 Delivery

If we have received payment in full for your Order, we will deliver your Order to you in a timely manner.

Following delivery of your Order, we will send a confirmation email and invoice for your Order to your nominated email address.

In the event of acts of God, public enemy, government of any country, embargoes, fires, floods, explosions or other catastrophes, epidemics, pandemics or quarantine restrictions, closure order, strikes or other labor stoppages, slow-downs or disputes, unavailability of equipment or materials, or any other cause beyond the reasonable control of Bed Thread, whether foreseeable or non-foreseeable (each, a “Force Majeure Event”), which renders impossible or delays the performance of any of the obligations of Bed Thread, but expressly excluding your obligation to pay its debts as they come due, Bed Thread shall be excused the performance of the relevant obligation or obligations upon notifying you in writing, giving an explanation of the Force Majeure Event in question, and using commercially reasonable efforts to mitigate the effects of the Force Majeure Event.

If you have provided us with an incorrect or incomplete delivery address for your Order or your Order is otherwise returned to us, we may charge you a delivery fee for each subsequent delivery attempt.

Unless otherwise agreed by Bed Thread in writing, the Products shall be delivered Ex Works at Bed Threads’ US warehouse site (INCOTERMS® 2020). Title to the Products passes to you at the time of delivery of the Products to your nominated delivery address.

12 Returns, refunds, exchanges and store credits – Limited Warranty

If you believe you are entitled to a repair, replacement or refund of a Product or a store credit in relation to the value of a Product please notify us via email at hello@bedthreads.com.au. In the email, please specify the following information:

(a) your name;
(b) your address;
(c) your phone number;
(d) your email address;
(e) a description of the Product that you believe you are entitled to have exchanged or refunded and the reason for this; and
(f) details of the relevant Order, including your Order number and an invoice for that Order.

Note that Products are subject to the specified warranty periods and will not be repaired, replaced or refunded after these warranty periods elapse. Bed Threads reserves the right to refuse a warranty replacement should a defect not be deemed genuine, or if it falls outside the nominated warranty period.

For more information on our limited warranty periods, see our Shipping & Returns page.

• All Linen items - 24 Months

• All Furniture Products (Timber Hardgoods, Lighting & Accessories) - 24 Months

In relation to change of mind, a refund or exchange of any Product must be requested within 45 days of receipt for standard orders, and 14 days for bulky Bed Threads Furniture items. The Product must also:

(a) be in the original packaging, in original condition (unused and unwashed), including sealed boxes, tags and branded dust bags; protective wrapping; and
(b) not have been a ‘final sale’ item from our Last Chance collection, as all Last Chance items are not eligible for exchange, return or refund.

Change of mind refunds incur a single $10 processing fee (or $20 for international orders outside the US). Upon receipt of your change of mind request, we will contact you about next steps. In response to your request based on a change of mind, we may:

(a) refund the price of the Product to your original payment method, deducting the cost of the processing fee from the final refund amount
(b) provide you with a store credit (if you have an account) or a gift card (if you do not have an account) worth 100% of the price of the Product returned; or
(c) exchange the Product for another size or another Product, subject to availability.

If, in relation to a change of mind request, you have used store credit to pay the full price of the Product, we will reinstate the original amount of store credit to any account you have set up with the same email address used to Order your Product. If you do not have an account, the amount will be applied to a gift card that will be sent to the email address used to Order your Product.

Store credits are applied to any account you have set up with the same email address used to Order your Products. Store credits cannot be transferred to other accounts.

Store credit cannot be redeemed or refunded for cash at any time. If you accept store credit for a change of mind cancellation or return, and then purchase further items with that store credit, you will only be able to accept store credit for the subsequent cancellation or return of those items, you will not be able to refund or return those further items for cash.

EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH HEREIN, BED THREAD MAKES NO WARRANTIES, REPRESENTATIONS, CONDITIONS, OR GUARANTEES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS OR THE SITE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF: (I) MERCHANTABILITY; (II) FITNESS FOR A PARTICULAR PURPOSE; (III) NONINFRINGEMENT; OR (IV) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

13 Privacy

Our policy on the collection, use and disclosure of personal information is set out in our Privacy Policy which forms part of these Terms.

14 Intellectual Property

You may not reproduce, adapt, modify, display, publish, perform, distribute, store, transmit, decompile or reverse engineer or otherwise exploit any Intellectual Property on our Trade Portal or our Site.

15 Limitation of liability

Bed Threads shall not be liable to you for any indirect, incidental, special, exemplary, punitive or consequential damages of any nature whatsoever, including mental or emotional distress, diminution in value, loss of profits, business opportunities, incurred by you, whether in an action in contract, tort, breach or otherwise, even if such party has been advised of the possibility of such damages. This applies to:

(a) your inability to access or use all or part of the Trade Portal, including due to viruses or other malicious computer code;
(b) your inability to access or use all or part of the Site, including due to viruses or other malicious computer code; or
(c) unauthorized use of your user information.

16 Indemnity

You agree to indemnify, defend and hold us harmless against all claims, loss, damages and expenses (including legal costs) incurred by us that result from, are connected with, arise out of, or are incidental to your breach of these Terms.

17 Links

The Trade Portal and the Site may contain links to other third-party websites. Those links are provided for convenience only. We are not responsible for the content or privacy practices associated with linked third-party websites.

Our inclusion of linked third-party websites should not be construed as an endorsement, approval or recommendation by us of the owners or operators of those linked websites, or of any materials, products or services referred to or contained on those linked websites.

18 Severability

Any provision of these Terms which is void or unenforceable may be severed from these Terms without affecting the enforceability of the other provisions.

19 Waiver

Any failure or delay by us to enforce or exercise a power or right or provision of these Terms will not constitute a waiver of those right(s), power(s) or provision(s), and the exercise of a power or right by us does not preclude our ability to exercise that or any other power or right in the future.

20 Amendment

We reserve the right at our sole discretion to amend these Terms at any time. You should visit the Site periodically to review these Terms. Your continued use of the Trade Portal and the Site following such publication, including by making an Order, will constitute an agreement by you to be bound by these Terms as amended. Any terms and conditions contained in an Order, or any similar document from you which vary, amend or supplement these Terms shall be null and void and of no effect.

21 Governing Law

These Terms are governed by, and must be construed according to, the laws of the State of Delaware. The parties specifically disclaim the UN Convention on Contracts for the International Sale of Goods. Any dispute arising under or in connection with these Terms is to be exclusively brought before the federal or state courts located in Delaware, If any action shall be initiated by either party for the enforcement of its rights and remedies under these Terms, the party in whose favor judgment shall be rendered shall be entitled to recover from the other party all costs incurred by the prevailing party in said action including reasonable attorney's fees.