1) Payments
All payments shall be made by the 20th day of the month following the issue of the invoice, unless otherwise arranged in advance and confirmed in writing by Corporate Coffee Ltd.
Corporate Coffee Ltd reserves the right to withdraw or refuse credit facilities or to require payment of a deposit before delivery.
Interest shall be paid at 2.5% per month calculated on a monthly basis on all outstanding amounts from the date on which the payment was due until actual date of payment.
Any expenses, disbursements and costs (including solicitors’ fees or debt collection agency fees) incurred by Corporate Coffee Ltd in the event of customer default are payable by the customer.
Payment by bill of exchange or cheque shall not be deemed payment until the bill of exchange or cheque has been paid by the customer’s banker and credited to Corporate Coffee Ltd bank account.
Corporate Coffee Ltd reserves the right to change the price
a. if the Goods requested are changed; or
b. if the Services originally contracted for are changed; or
c. in the event of increases to Corporate Coffee Ltd in the cost of labour or goods beyond Corporate Coffee Ltd control.
2) Services
“Services” shall include all labour, parts, expenses and sub-contractors’ services supplied by Corporate Coffee Ltd to you.
All invoices rendered shall include services provided.
3) Freight
All product prices exclude freight charges unless otherwise specified and advised in writing to the customer.
Corporate Coffee Ltd reserves the right to levy a freight surcharge where urgent delivery is requested by the customer.
Under the Carriage of Goods Act all claims for loss of or damage to goods must be made on the carrier within 30 days from the date of invoice.
4) Goods for Return
Goods shall only be returned to Corporate Coffee Ltd with its prior written consent and within 14 days after delivery.
Should Corporate Coffee Ltd discover that there is not a material defect in the goods, Corporate Coffee Ltd may charge the customer a handling fee.
Goods not returned in accordance with the above may be rejected by Corporate Coffee Ltd.
All costs for the return or delivery of the goods shall be payable by the customer.
5) Supply and Delivery
All services supplied shall be deemed to have been supplied when notified by Corporate Coffee Ltd. If you claim that some services have not been supplied or rendered, you must notify Corporate Coffee Ltd within fourteen (14) days of notification of supply.
Any claim by you must be made in writing.
Delivery of goods shall be deemed to be effected by Corporate Coffee Ltd delivering the goods to the delivery address nominated by the customer, whether or not the customer is present at the time of the delivery to acknowledge receipt.
Any claim that goods are not as specified or are not delivered as stated in Corporate Coffee Ltd invoice must be made to Corporate Coffee Ltd in writing within fourteen (14) days of delivery.
Goods will not be accepted for return for credit without Corporate Coffee Ltd prior approval.
6) Title and Security (Personal Property Security Act 1999)
Title in any goods supplied by Corporate Coffee Ltd passes to the customer only when the customer has made payment in full for all goods provided by Corporate Coffee Ltd and of all other sums due to Corporate Coffee Ltd by the customer on any account whatsoever. Until all sums due to Corporate Coffee Ltd by the customer have been paid in full, Corporate Coffee Ltd has a security interest in all goods.
The customer grants to Corporate Coffee Ltd a personal property security in the goods (by virtue of the Retention of Title clause in these terms) and all goods previously supplied by Corporate Coffee Ltd to the customer (if any) and all after acquired goods supplied by Corporate Coffee Ltd to the customer.
The customer agrees to: -
a. Sign any further document and provide any further information which the customer warrants to be complete, accurate and up-to-date in all respects, which Corporate Coffee Ltd may reasonably require to register a financing statement or financing change statement on the personal property securities register.
b. Not register a financing change statement or a change demand without the prior written consent of Corporate Coffee Ltd.
c. Give Corporate Coffee Ltd no less than 14 days written notice of any change of the customer’s name or other change in the customer’s details (including but not limited to changes in address, facsimile number, trading name or business practice).
d. Indemnify Corporate Coffee Ltd for any costs incurred by it in relation to the above.
e. Waive any rights to receive a copy of the verification statement under the Personal Property Securities Act and agrees to the extent permitted by law that under this contract:
(i) The customer will have no rights under (or by reference to) Section 114(1) or 133 of the Personal Property Securities Act.
(ii) The provisions of Part 9 of the Personal Property Securities Act which after the benefit of the customer or place obligations on Corporate Coffee Ltd will apply only to the extent that they are mandatory.
(iii) Where Corporate Coffee Ltd has rights under this contract additional to those in Part 9 of the Personal Property Securities Act, those rights will continue to apply.
In the event the customer refuses to comply with its obligations under the above clause, then by signing this document the customer grants to Corporate Coffee Ltd power of attorney to sign all documents giving Corporate Coffee Ltd a personal property security in the goods.
If the goods are attached, fixed or incorporated into any property of the customer, by way of any manufacturing or assembling process by the customer or any third party, title in the goods shall remain with Corporate Coffee Ltd until the customer has made payment for all goods and where those goods are mixed with other property so as to be part of or a constituent of any new products, title to these new products shall be deemed to be assigned to Corporate Coffee Ltd as security for the full satisfaction by the customer of the full amount owing between Corporate Coffee Ltd and the customer.
The customer gives irrevocable authority to Corporate Coffee Ltd to enter any premises occupied by the customer or on which products are situated at any reasonable time after default by the customer or before default if Corporate Coffee Ltd believes a default is likely and to remove and repossess any goods and any other property to which goods are attached or in which goods are incorporated. Corporate Coffee Ltd shall not be liable for any costs, damages, expenses or losses incurred by the customer or third party as a result of this action, nor liable in contract or in tort or in otherwise in any way whatsoever unless by statute such liability cannot be excluded. Corporate Coffee Ltd may either resell any repossessed goods and credit the customer’s account with the net proceeds of sale (after deduction of all repossession, storage, selling and other costs) or may retain any repossessed goods and credit the customer’s account with the invoice value less such sum as Corporate Coffee Ltd reasonably determines on account of wear and tear, depreciation, obsolescence, loss or profit and costs.
7) General
These terms of trade shall apply to all goods and services sold to the customer.
If any provisions of these terms are unenforceable, that term will be deemed modified to the extent necessary to make it enforceable or if modification is impractical, the provision will be deemed deleted but without affecting the remainder of these terms.
These terms may only be varied by the written agreement of Corporate Coffee Ltd.
Any notice required to be served by either party shall deemed to have been properly served if left at or posted in a pre-paid letter addressed to the other party at the place of business or residence of such party and any service by post shall be deemed to have been effected when the letter containing such notice would have been delivered in the ordinary course of post.
These terms shall be governed by and construed in accordance with the laws of New Zealand.
8) Returns, Claims, Refunds
The customer shall immediately upon receipt of goods supplied fully inspect such goods and satisfy itself that the goods are correct. If the customer is unsatisfied, the customer must immediately contact Corporate Coffee Ltd and communicate all details of such dissatisfaction. Unless the above procedure is followed Corporate Coffee Ltd is entitled to assume that the goods supplied are correct and no returns claims for refunds will be permitted or made.
9) Customer Information
In accordance with the Privacy Act 1993 the customer authorises Corporate Coffee Ltd to obtain such information as it may require in response to their enquiries from any source in order to determine the customer’s credit worthiness and to be used as a guide concerning credit limits.
Corporate Coffee Ltd will set a credit limit and reserves the right to alter the credit limit from time to time.
I [the individual] consent to you Corporate Coffee Ltd collecting, using and disclosing my personal information for the following purposes:
a) Verifying any information that I give to you (or information that you may collect from other sources) with third parties and third party databases, including Government agencies (for e.g. NZ Transport Authority, Motor Vehicle Register, PPSR).
b) Carrying out credit checks on me with a credit reporting agency for a purpose of making a credit decision affecting me (including debt collection) or for the requirements of the Anti-Money Laundering and Countering Financing Terrorism Act 2009. This will require you to give my information to the credit reporting agency as well as the credit reporting agency providing information about me to you. (You may also disclose my positive credit information (including repayment history information) to a credit reporting agency).
c). Debt recovery including appointing an agent to collect any outstanding debts and listing defaults with a credit reporting agency.
d) Checking the Ministry of Justice fines database for any overdue fines I may have. This will require you to give my information to the Ministry of Justice. This check may be carried out by a credit reporting agency, which will require the search results to be disclosed to the credit reporting agency.
e) Verifying any information that I give to you (or information that you may collect from other sources) with third parties and third party databases for the purposes of fraud prevention or the Anti-Money Laundering and Countering Financing Terrorism Act 2009.
f) Where I have voluntarily given you my driver licence information, this information may also be disclosed to a credit reporting agency and the Ministry of Justice as part of the checks you undertake with them.
g) I authorise any third party to provide my personal information to you for any of these purposes.
h) I understand that if you disclose my personal information to a credit reporting agency, they may hold my information on their credit reporting database and use it for providing credit reporting services and for any other lawful purpose and they may disclose my information to their subscribers for the purpose of credit checking or debt collection or for any other lawful purpose.
10) Consumer Guarantees Act.
Where Corporate Coffee Ltd supplies the goods and services to the customer for the customer’s use in a business for the purpose of the business, the customer agrees that the Consumer Guarantees Act does not apply. Where Corporate Coffee Ltd supplies the product and services to a customer as a “consumer” as defined in the Consumer Guarantees Act for a non-business purpose, the Consumer Guarantees Act will apply and prevail over any contrary provision in these terms and conditions.
11) Disputes Accounts.
The customer must notify Corporate Coffee Ltd in writing within five days of receipt of any disputed invoice. The notification must quote the relevant invoice number and must include all the necessary details of the reason the invoice is being disputed. Should the customer fail to notify Corporate Coffee Ltd of any dispute, defect or damage within five days of receipt of the invoice, the customer shall be deemed to accepted the invoice and shall pay that invoice according to the terms and conditions contained in this document.
12) Confidential Information.
Each party agrees to always keep the other party’s confidential material confidential and not to use the confidential material for any purpose other than for the purpose for which it was supplied or copy or reproduce any of the confidential material in any way except whether disclosure is necessary to enable goods or services to be used under lease or where the party that owns the confidential material has consented to disclosure.
On request, each party will ensure that any confidential material (including any copies) that it possesses or controls and that belongs to the other party is returned to that other party.
Confidential material means:
a) All information and other material relating to Corporate Coffee Ltd business, employees, goods or services which we make available or have previously made available to you; or
b) Any report or material which we produce as a direct or indirect result of any work that we carry out for you and anything that you derive from this information and material but excluding everything which is generally available to the public or you or a third party have independently developed or acquired this confidential material.
13) Resolving Disputes.
Corporate Coffee Ltd and the customer will use all reasonable endeavours to resolve any dispute between them. If they cannot resolve their dispute between them, they will:
a) Refer the dispute to mediation which will be conducted in accordance with the Resolution Institute New Zealand Standard Mediation Agreement; and
b) If mediation is unsuccessful, the matter of dispute shall be referred to a single arbitrator in accordance with the provisions contained in the Arbitration Act 1996 and any amendments.
Nothing in this clause will preclude either party from taking immediate steps to seek urgent equitable relief before an appropriate Court.
14) Assignment
Corporate Coffee Ltd is entitled at any time to assign to any other person all or any part of the debt owing by the customer to Corporate Coffee Ltd.
15) Review of Terms
Corporate Coffee Ltd reserves the right to review any of these terms at any time. Any change will take effect on the next transaction following the date on which Corporate Coffee Ltd notified the customer of such change.
16) Intellectual Property
The customer acknowledges that Corporate Coffee Ltd is the sole owner of all intellectual property (including business know how, ideas, methodologies, routines, systems and processes relating to or arising, directly or indirectly, out of the goods and services that Corporate Coffee Ltd supplies to the customer or developed or contributed to by Corporate Coffee Ltd in relation to any information, fault, repair or documentation that is supplied to the customer or as a result of Corporate Coffee Ltd performing services or any other work for the customer.
The customer agrees not to use any trade marks or other intellectual property rights which are legally Corporate Coffee Ltd except as authorised by Corporate Coffee Ltd.
17) Acknowledgement and Declaration
I/We sign this declaration as the customer: -