Terms and Conditions

TERMS & CONDITIONS

Definitions:

Reference to:

-          “us”, “we”, “our” and “Supplier” are all references to “Roastco” Limited, its holding company Café Brands Limited or its subsidiaries or related companies. 

-          “you” or “your” is a reference to you as our “Customer”.

-          “products” is reference to any products or consumables that we sell.

-          “ordering portal” is a reference to our online ordering website.

-          “Franchisor” is a reference to either the Columbus Coffee Franchisor (CCNZ Limited, CCNZ Franchising Limited or CBMC Limited) or the Kawau Kitchen or Sequel Franchisor (YLC Limited), or the Mexico Franchisor (MFG Limited or MFG Franchising Limited); whichever the Customer is a party to.

 

Background

The Customer would like to open a credit trading account with the Supplier. The parties agree that through the customer been granted access to the ordering portal that the Supplier has granted the Customer credit facilities.  Such credit facilities shall be on all terms and conditions contained within the Franchise Agreement between the Customer and the Franchisor.

Acceptance of terms of use

Use of this ordering portal is subject to all terms and conditions set out within and by using our ordering portal and ticking your acceptance of our Terms & Conditions for each order, you agree that you have read the Terms & Conditions and agree to be bound by our Terms & Conditions and Terms of Trade.

Use of the site

We reserve the right to update or revise our terms and/or the information provided on the ordering portal at any time and without notice.  You agree that your continued use of our ordering portal signifies your acknowledgement to reading the revised or updated terms and information, provided on the ordering portal, and your acceptance of these changes.

You agree our ordering portal and your access to it forms part of the “COLUMBUS system” or “YOUR LOCAL COLLECTIVE System” or the “MEXICO system” as outlined in the Franchise Agreement that you have entered into with the Franchisor. The customer agrees that in addition to the terms and conditions within, the terms of the Franchise Agreement also governs your use of the ordering portal. 

We grant you access to the ordering portal subject to all the terms within.   We reserve the right to suspend your access to our ordering portal without notice and you accept that upon termination of your Franchise Agreement that it also terminates your access to the ordering portal. 

You agree that your use of the ordering portal is for commercial purposes and that you will not use it for unlawful purposes.

You agree that you are liable for all orders processed through our ordering portal through your login.

Deliveries

You acknowledge that all orders delivered (“deliveries”) must be signed for and that you agree that any person accepting the deliveries at your premises is authorised to do so on your behalf. We will not be held liable for any direct or indirect loss, including loss through negligence, which the Customer or any third party suffers through an issue with delivery.    

You agree to contact us within 12 hours upon receipt of the delivery, regarding any incorrect or undelivered products.  Any incorrectly delivered products that you wish to retain will be charged to your account.  Should you choose to return those products, we will arrange collection of the incorrectly delivered product and issue a credit note if the incorrectly delivered product was originally charged to your account.   For any undelivered products, we will endeavour to send the undelivered product to you within 24 hours. 

We reserve the right to withhold deliveries of any orders to any Customer without reason. 

Intellectual Property

You agree that the ordering portal is our intellectual property and that you have no claim, interest or rights to the ordering portal.

Ordering portal content

We have endeavoured to ensure all information we have provided is accurate and free from error.  We will not be bound by clerical errors or omissions whether in computation or otherwise in any product list, price list, acknowledgement, invoice or other communication and the same shall be subject to correction. 

We do not warrant that the ordering portal is free of viruses and shall not be responsible or liable for any error in, or omission from, the information we have provided on our ordering portal except as required by law.

You acknowledge that any links provided to third party websites in our ordering portal are provided for ease of your access only and that your use of such links is at your own risk. 

Collection of information

You agree to us collecting information and using such information on your use of our ordering portal. 

Limitation of Liability

To the extent permitted by law, we do not accept responsibility for, and we will not be liable for, any loss or damage suffered by you, however caused, in connection with or arising from your use of our ordering portal. 

You hereby irrevocably hold us and our employees, harmless from all claims, demands, actions and proceedings which you have or in the future may have against us and our employees, and shall indemnify and release us and our employees from all liabilities, including liability by reason of negligence, losses and any claims for damages or otherwise in the terms of, and in connection with or arising from your use of our ordering portal to the fullest extent permitted by law.

 

Governing Law

Use of our ordering portal is governed by New Zealand law and all terms and conditions within.

 

Terms of Trade

1.0 Payment Terms

The Customer agrees that the Supplier alone will set the payment term and the Customer shall meet the set payment terms, whereby

1.1)   Cash on delivery - payment on delivery of goods

1.2)   7 day accounts – payment is to be made by direct debit or such other manner as approved by Roastco in writing.  Statements are issued weekly and Direct Debits are processed10 days from weekly statement date.

2.0  Prices

2.1)  All prices quoted or on the Company’s product and/or pricing list or ordering portal are exclusive of GST unless otherwise stated.

2.2)  The Supplier will not be bound by clerical errors or omissions whether in computation or otherwise in any product list, acknowledgement, invoice or other communication and the same shall be subject to correction.

3.0 Force Majeure

The Supplier will not be liable for any losses of any kind or any delay in supplying the goods which are caused whole or in part by force majeure or any other cause beyond its reasonable control.

4.0 Limitation of Liability

To the maximum extent permissible by law, the Supplier, its employees, contractors and agents, will not be liable to the Customer or any other person for loss or damage of any kind however that loss or damage is caused or arises. The Customer indemnifies the Supplier against all costs and losses from claims from third parties arising for any reason whatsoever as a result of the Customer’s resupply, use or misuse of the goods.

5.0 Personal Property Securities Act 1999 (“PPSA”)

Upon assenting to these term and conditions the Customer acknowledges and agrees that:

5.1

a) These terms and conditions constitute a security agreement for the purposes of the PPSA; and

b) To secure its obligations under this agreement, the Customer grants to the Supplier a security interest over all of the Customer’s present and after acquired personal property.

c) The security interest also applied to all Goods previously supplied by the Supplier to the Customer (if any) and all Goods that will be supplied in the future by the Supplier to the Customer in respect of which title does not pass until payment in full is received.

5.2 The Customer undertakes to:

a) Sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Supplier may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;

b) Indemnify, and upon demand reimburse, the Supplier for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;

c) Not register a financing change statement or a change demand without the prior written consent of the Supplier; and

d) Immediately advise the Supplier of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

5.3 The Supplier and the Customer agree that nothing in section 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.

5.4 The Customer waives its rights as a debtor under sections 116,120(2), 121, 125, 126, 127, 139, 131 and 132 of the PPSA.

5.5 Unless otherwise agreed to in writing by the Supplier, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.

5.6 The Customer shall unconditionally ratify any actions taken by the Supplier under clauses 5.1 and 5.5.

6.0 Pursuant to the Privacy Act 1993, the Customer authorises the Supplier to collect on an ongoing basis any information as may be required to evaluate the Customer’s credit worthiness. The Customer consents to the passage of information collected on to a third party who may make further enquires as to the credit worthiness of the Customer.  Emails and addresses may be entered into a database and the supplier may use this information in any media for future promotional, marketing and publicity purposes.

7.0 The Customer agrees that risk in goods supplied by the Supplier shall pass to the Customer on delivery. However the goods shall remain the property of the Supplier and title shall not pass to the Customer until such goods have been paid for in full. If the Customer uses or sells the goods to a third party before payment in full is made then the Customer acts as agent in such sake and shall receive and hold the proceeds of sale as fiduciary for the Supplier to the extent of the indebtedness.

8.0 The Customer agrees that the Supplier may close the credit facility at any time under advice to the Customer if at the sole discretion of the Supplier the Customer is not meeting the agreed credit terms.

9.0 The Supplier reserves the right, in its sole discretion, to alter these terms and conditions at any time.

10.0 The Customer agrees that failure to make payment by due date renders them liable for paying an additional interest charge at the Supplier’s Bank’s lending base rate for commercial customers plus a margin on 5% plus all costs of debt recovery incurred by the Supplier in the recovery of any monies owed.

11.0The Customer accepts that they have 2 days from receipt of goods to raise any dispute as to goods delivered or prices charged or else invoices as sent by the supplier shall be acceptable and payable in full.

12.0 Consumer Guarantees Act 1993 (“the Act”)

This agreement is subject, in all cases except where the customer is contracting within the terms of a trade/business (which cases are specifically excluded), to the provisions of the Consumer Guarantees Act.

13.0 Any terms of trade or conditions set out in other contractual agreements with Roastco, its subsidiaries, holding company or related company, are additional to our terms of trading.  Without prejudice to all other remedies, Roastco reserve the right to enforce any term or condition set out in any other contractual agreement between Roastco, its subsidiaries, holding company or related company, and the Customer or as available by law. 

14.0 On behalf of the Customer

By proceeding with my order, I hereby declare that I have read and understood and agree to all the above terms and conditions of trade with Roastco Limited, its subsidiaries, holding company or related companies. I am aware that I am responsible for advising of any change in ownership or directors and I remain liable for the debts in the absence of such advice.

15.0 Personal Guarantees

By proceeding with my order, in the case of a Company the Directors of the Customer do jointly and severally personally guarantee the due payment of all monies owed either now or at any time hereafter. In addition no granting of time extension, waiver or neglect to sue on the part of Roastco Limited, its subsidiaries, holding company or related companies, shall impair this guarantee.

 

Electronic Signature

 

I  confirm I am authorised on behalf of the Customer to accept these Terms and Conditions and that by accepting these Terms and Conditions that acceptance constitutes my electronic signature for the purposes of the Electronic Transactions Act 2002.