1           Defined Terms

Unless the context otherwise requires:

“ Goods” means all goods supplied from time to time to you by Authenticity Coffee Company, as described in any one or more of the relevant order form, packing slip or invoice (or its equivalent, whatever called) relating to those goods, on the basis that each such document shall be deemed to be incorporated in, and form part of, these Terms.

“Authenticity Coffee Company” means Coffee Company NZ Limited.

“PPSA” means the Personal Property Securities Act 1999 as amended or substituted from time to time.

Unless the context otherwise requires, words and phrases shall have the meanings given to them in, or by virtue of, the PPSA.

2          Terms of contract

Any Goods supplied to you shall be subject to these Terms unless Authenticity Coffee Company agrees in writing to change them. If you accept delivery of Goods from Authenticity Coffee Company you will be deemed to have accepted these Terms, notwithstanding anything that may be stated to the contrary in your enquiries or your order.

3           Price

3.1       Unless otherwise agreed in writing, all freight, insurance, delivery and travel charges will be additional to any price quoted. Unless otherwise agreed in writing, any quoted price may be altered prior to delivery of Goods to you by Authenticity Coffee Company if its costs fluctuate materially. Authenticity Coffee Company may withdraw any quotation before it is accepted and, in any event, any quotation will lapse without notice 30 days after it is given. GST will be payable by you as an additional amount on all prices and charges.

3.2       The price for Goods will be either as quoted to you in writing or, if no written quote is provided, pursuant to

Authenticity Coffee Company’s standard charges applying at the time.

4           Payment

4.1       Unless otherwise agreed in writing, you must pay for all Goods by the 20^th day of the month following the date of the invoice relating to those Goods.

4.2       If full payment for the Goods is not made on the due date, then without prejudice to any other remedies available to Authenticity Coffee Company:

(a)        All monies owing to Authenticity Coffee Company shall become immediately due and payable;

(b)       Authenticity Coffee Company may cancel or withhold supply of further Goods; and

(c)        Interest on monies overdue shall be charged on a monthly basis and be calculated at a rate of 2% of the outstanding balance per month, and interest shall continue to accrue both before and after judgment. You shall be responsible for all costs reasonably incurred by Authenticity Coffee Company in recovering such monies.

4.3       Authenticity Coffee Company shall have a full right of set-off with respect to amounts owed by you to it under these Terms, in relation to any monies owing by Authenticity Coffee Company to you howsoever arising. Your obligation under these Terms shall be to pay the full amount owing under these Terms free of all deductions or rights of set off.

4.4       Where you believe that any invoice provided to you by Authenticity Coffee Company is incorrect, you must notify us of this within 5 working days of receipt. Otherwise the invoice shall be payable as rendered.

5           Ownership and Security Interest

5.1        Ownership in the Goods shall not pass upon delivery but shall remain with Authenticity Coffee Company until full payment of all monies owing by you to Authenticity Coffee Company has been made. Until all monies owing by you to Authenticity Coffee Company have been paid:

(a)   you hold the Goods supplied as fiduciary for Authenticity Coffee Company and will deal with them as agent for and on behalf of Authenticity Coffee Company (but will not hold yourself out as agent of Authenticity Coffee Company to any third parties);

(b)   where possible, you shall store the Goods separately of all other goods as is consistent with the Goods being

Authenticity Coffee Company’s property, and ensure such Goods are able to be separately identified;

(c)   if you resell the Goods supplied, the proceeds of any resale will belong to Authenticity Coffee Company and you will pay the same into a separate account for which separate records are kept and all claims which you hold against third parties will be handed over to Authenticity Coffee Company;

(d)   you irrevocably give Authenticity Coffee Company and its agents the right to enter your premises to remove any of the Goods supplied and resell them;

(e)   if any of the Goods become part of a product or mass (through or by whatever process) such that the identity of those Goods is lost in the product or mass, the security interest created by this clause continues in the product or mass in accordance with the PPSA.

 

6           Risk and Delivery

6.1       Where Authenticity Coffee Company is delivering the Goods to you, it will use its best endeavours to see that deliveries are made according to schedule but shall not be responsible for delivery delays due to causes beyond its control.

6.2       Risk in respect of the Goods sold shall pass to you when the Goods are delivered to you or your carrier, or the time you pay for the Goods, whichever is the earlier.

 

 

 

7           Warranties

7.1        Except to the extent of written warranties given by Authenticity Coffee Company to you, all warranties and representations in respect of Goods sold are excluded, including (to the extent permitted by law) those expressed or implied by law. Where any written warranty conflicts with clause 8, the provisions of clause 8 shall prevail.

8           Supplier’s liability

8.1       Our liability to you

Subject to clause 8.3, Authenticity Coffee Company’s total liability in connection with defective Goods supplied by it, is limited at Authenticity Coffee Company’s option to:

(a)   replacing the defective or damaged Goods; or

(b)   refunding the price paid by you for the defective Goods; or

(c)   if Authenticity Coffee Company did not charge for the defective Goods, paying you your recoverable direct loss up to a maximum of $500.00.

8.2       Exclusion of liability

Authenticity Coffee Company shall not be liable whether in contract (including under any warranty), tort (including negligence), equity or otherwise:

(a)   where you have altered or modified the Goods, mis-applied the Goods, or have subjected them to any unusual or non-recommended use or handling;

(b)   for loss caused by any factors beyond Authenticity Coffee Company’s control;

(c)   for loss of revenue, loss of profits, loss of production, loss of use, loss of contract, loss of business or loss of opportunity, whether arising directly or indirectly, or for any indirect or consequential loss of any kind.

8.3       Except as set out in clauses 8.1 and 8.2, Authenticity Coffee Company will not be liable to you in contract (including under any warranty), tort (including negligence), equity or otherwise for any loss or damage of any nature under these Terms or in relation to any Goods provided to you.

8.4       Time limit for bringing any claim

In the event of a short delivery or errors in dispatch which would be apparent by inspection on delivery, Authenticity Coffee Company will accept no liability unless notified by you in writing within three days of delivery.

8.5       You may not make or pursue any claim against Authenticity Coffee Company in relation to the provision of any Goods unless you have given Authenticity Coffee Company written notice of the claim (including full particulars of the grounds on which the claim is based) within:

(a)   3 months of the relevant Goods being supplied; or

(b)   if the claim relates to a breach of a written warranty expressed for a defined period, that defined period.

8.6       Return of Goods

Where agreed to in advance in writing by Authenticity Coffee Company, Goods may be returned to Authenticity Coffee Company at your cost. Goods must be unused and in their original packaging. A minimum 20% restocking fee will apply. Authenticity Coffee Company reserves the right to apply a greater restocking fee for Goods which have been specially procured.

9           PPSA

9.1        Security:

You acknowledge and agree that:

(a)   by assenting to these Terms, you grant a security interest (by virtue of the retention of title clause in clause 5 of these Terms) to Authenticity Coffee Company in all Goods previously supplied by Authenticity Coffee Company to you (if any) and all after acquired Goods supplied by Authenticity Coffee Company to you (or for your account); and

(b)   these Terms shall apply notwithstanding anything, express or implied, to the contrary contained in your purchase order.

9.2       Financing Statement:

You undertake to:

(a)      sign any further documents and/or provide any further information (which information you warrant to be complete, accurate and up to date in all respects) which Authenticity Coffee Company may reasonably require to enable registration of a financing statement or financing change statement on the Personal Property Securities Register;

(b)     not register a financing change statement or a change demand in respect of the Goods (as those terms are defined in the PPSA) without Authenticity Coffee Company’s prior written consent; and

(c)      give Authenticity Coffee Company not less than 14 days’ prior written notice of any proposed change in your name and/or any other change in your details including, but not limited to, changes in your business address, email address or trading name.

9.3       Waiver and contracting out

(a)      Unless otherwise agreed in writing by Authenticity Coffee Company, you waive your right to receive a verification statement in respect of any financing statement or financing change statement relating to the security interest.

(b)     To the maximum extent permitted by law, you waive your rights and, with Authenticity Coffee Company’s

agreement, contract out of your rights under the sections referred to in sections 107(2) of the PPSA.

(c)      You agree that nothing in section 134 of the PPSA shall apply to these Terms and, with Authenticity Coffee

Company’s agreement, contract out of the section.

 

 

 

10        General Terms

10.1     Mediation

If a dispute arises and Authenticity Coffee Company considers the dispute is one which is suitable for mediation, the parties will try to settle the dispute by mediation before resorting to litigation or arbitration. Any party may initiate mediation by giving written notice to the other. Mediators shall be agreed upon by the parties, but if the parties cannot agree on a mediator within seven days after the mediation has been initiated, then the mediator shall be appointed by the President (or their nominee) of the New Zealand Law Society.

10.2     Cancellation

You may not cancel any order for Goods or part of it without Authenticity Coffee Company’s written consent. If you do so, in addition to any other rights Authenticity Coffee Company may have, Authenticity Coffee Company may retain any deposit paid. Authenticity Coffee Company shall have the right to cancel any orders for Goods which it has accepted, if due to circumstances beyond Authenticity Coffee Company’s control it would be impractical or unreasonable to fill the order or if any information supplied by you is materially incorrect.