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Standard Supply Terms & Conditions

Global Coffee Solutions Pty Ltd (“GCS”)
Standard Supply Terms and Conditions (SS010313)
Global Coffee Solutions Pty Ltd (ABN 35 112 300 277), 93 Jardine Street, Fairy Meadow, NSW 2519
Commercial in Confidence


1 DEFINITIONS AND INTERPRETATION

In this Agreement (being these Standard Supply Terms and Conditions, the Statement of Works and any Schedules) the following words shall have the meanings set out below unless the context requires otherwise. If and to the extent of any inconsistency between these Terms and Conditions and the Statement of Works and any Schedules of this Agreement, these Terms and Conditions shall prevail.
Acceptance: shall mean Equipment is acceptable to the Customer
Business Hours: 8.00 am to 5.00 pm, Monday to Friday excluding public holidays in the State where the Statement of Works are to be performed
Charges: the sums specified in the Statement of Works as may be amended from time to time in accordance with this Agreement.
Customer: the entity specified as such in a Statement of Works.
Due Date: each date on which payment is due and payable as set out in the Statement of Works.
Equipment: all materials, plant and equipment to be supplied by GCS under this Agreement and as set out in the Statement of Works.
Parties: GCS and the Customer.
Premises: the place or places of business of the Customer where the Equipment are to be delivered and installed and where the Works are to be carried out, as identified in the Statement of Works.
Products: any coffee, tea, flavouring or other consumables supplied under this agreement.
Statement of Works: the detailed description of the Works and the materials to be provided under this Agreement.
Supply Schedule: the details of any products and consumables to be supplied under this agreement.
Works: the supplies and services identified in the Statement of Works that are to be provided to the Customer by GCS pursuant to this Agreement.


2 SCOPE OF WORKS

2.1 Subject to the terms of this Agreement and to the Customer’s compliance with its obligations hereunder, GCS shall deliver and/or install the Products and/or Equipment to the Premises in accordance with the pre-agreed installation plan and carry out the Works with reasonable skill, care and diligence. It is agreed that unless otherwise agreed, delivery and installation shall take place during Business Hours.


3 CUSTOMER OBLIGATIONS
3.1 The Customer undertakes, at its own expense, to:
3.1.1 provide free, safe and unimpeded access to the Premises to GCS's personnel and any of its sub-contractors to prepare any applicable Site Survey and carry out the Works;
3.1.2 prepare the Premises in accordance with the requirements communicated by GCS prior to the planned installation date (Installation plan);
3.1.3 provide a suitable supply of electricity, water (that meets minimum quality standards as defined in the Statement of Works), all required electrical and mechanical items and fittings (other than the Equipment) and any other services as GCS shall reasonably require.
3.1.4 provide access to all personnel, information, data and other inputs and materials (including relevant health and safety information) as GCS shall reasonably require from time to time;
3.2 If preparations are not completed in accordance with and to the standards required by the Installation Plan and clause 3.1, and GCS incurs additional costs as a result, GCS shall be entitled to recover the additional costs from the Customer.
3.3 The Customer shall not attach to the Equipment any equipment or load onto the Equipment any software not supplied or installed by GCS under this Agreement without GCS’s prior written consent. GCS reserves the right to invoice the Customer and the Customer agrees to pay for reimbursement of any costs or expenses reasonably incurred by GCS as a result of making, removing or replacing any attachment to the Equipment.


4 ACCEPTANCE

4.1 GCS shall test the Equipment once installed and confirm it is operating in accordance with manufacturer specifications. Signature by the Customer of the Service Report post installation will constitute Acceptance.
4.2 The Customer shall be entitled to be present during the testing of the Equipment. If the Customer fails to attend the tests on the date(s) reasonably specified by GCS, Acceptance shall be deemed to have been granted by the Customer.


5 OWNERSHIP AND RISK

5.1 Risk of damage to or loss of the Equipment and/or any Products provided to the Customer by GCS shall pass to the Customer:
a) on their delivery to the Premises, or
b) if GCS is prevented from delivering them due to the acts or omissions of the Customer, the date on which GCS notifies the Customer that the Equipment and/or Product is ready for delivery, or
c) if the Customer’s carrier is used, when Equipment, Materials or Product are passed to that carrier.
5.2 Title in any materials provided hereunder shall not pass until all Charges are paid in full. GCS has the right to access at anytime the Customer’s premises and remove or collect products including use of reasonable force.
5.3 Any risk as regards loss, damage or deterioration of products shall pass to the Customer on delivery.


6 PAYMENT

6.1 In consideration of GCS carrying out the Works the Customer shall pay to GCS the Charges within 14 days of the date of any applicable invoice or in accordance with such other payment terms set out in the Statement of Works, provided the customer has been approved for credit, otherwise payment is strictly COD.
6.2 All sums payable under this Agreement are exclusive of Goods and Services Tax (GST) and any other applicable taxes. Where appropriate, GST shall be added and payable at the then applicable rate. All payments to be made under this Agreement shall be made without any deduction, withholding or set-off.
6.3 Without prejudice to any other rights and remedies of GCS, if payment of any sum due under this Agreement by the Customer is delayed by more than 14 days from the relevant payment date, GCS shall be entitled to charge
Global Coffee Solutions Pty Ltd (“GCS”)
Standard Supply Terms and Conditions (SS010313)
Global Coffee Solutions Pty Ltd (ABN 35 112 300 277), 93 Jardine Street, Fairy Meadow, NSW 2519
Commercial in Confidence interest from the relevant payment date at a rate equivalent to its banker’s current bank overdraft rate plus 2% p.a. on the outstanding amount, calculated daily and compounded monthly, and GCS shall be entitled to suspend Works until payment is made in full.
6.4 Should payment remain outstanding 30 days from the relevant payment date, GCS shall be entitled to schedule removal of the equipment and recover associated costs and rental charges for the equipment from the Customer for the period the Equipment was used by the Customer.
6.5 GCS is entitled to recover all expenses, costs and disbursements incurred in recovering any outstanding monies from the Customer, including debt collection agency fees and solicitor’s costs.
6.6 GCS reserves the right to withhold the supply of products or services at any time without notice, whilst there are outstanding monies payable by the Customer to GCS.


7 WARRANTIES

7.1 In relation to the Equipment, GCS warrants to the Customer in terms of the warranties received by GCS from the relevant manufacturer.
7.2 Provided that the Customer complies with its obligations, as defined in the Statement or Works, GCS warrants to the Customer that the Works will conform to the specification set out in the Statement of Works for a period of twelve months from acceptance, or deemed acceptance. Subject to any specific exclusions listed in the Statement of Works, the warranty covers all parts and labour to repair defective operation of the Equipment as a result of design or manufacturing faults.
7.3 Without prejudice to terms of any supplier warranties referred to in clause 7.1, the warranties set out in clauses 7.1 and 7.2 shall not apply in the event that any defects in the Works are caused by any of the following:
7.3.1 the Works, or any of the Equipment being used other than in accordance with GCS's and the relevant suppliers' instructions and the terms of this Agreement; or
7.3.2 the Customer failing to implement any updates or error corrections provided by GCS; or
7.3.3 an error in equipment used with any Works except as supplied by GCS; or
7.3.4 any unauthorised attachment made to the Equipment by the Customer; or
7.3.5 any operator error, misuse, malicious or accidental damage or issues external to the Equipment.
7.4 Except as expressly provided in this clause, GCS gives no warranties and makes no representations in respect of the Works, or their quality or fitness for purpose or otherwise and all conditions or warranties implied by statute or otherwise are hereby excluded to the fullest extent permitted by law.


8 LIMITATION OF LIABILITY

8.1 Any claims by the Customer against GCS arising from product sold must be commenced within 7 days of delivery of such goods.
8.2 The liability of GCS arising from a breach of any condition or warranty in relation to the products sold to the Customer is limited at the option of GCS to replacement of the products or replacement with equivalent products or payment of the cost of replacing the products or of acquiring equivalent products.
8.3 The Customer agrees that apart from any rights and remedies implied by the Trade Practices Act 1974 and any other law that cannot be lawfully excluded, all conditions and warranties, provided by statute or otherwise are excluded concerning the products.


9 CONFIDENTIALITY

9.1 Neither Party shall use, copy, adapt, alter, disclose or part with possession of any information or data of the other Party that is disclosed or otherwise comes into its possession directly or indirectly as a result of this Agreement, including this Agreement, which is of a confidential nature (“Confidential Information”) except as strictly necessary to perform its obligations, or exercise its rights under this Agreement.
9.2 Nothing in this clause shall prevent either Party disclosing any Confidential Information to the extent that it is required to disclose it by law, provided that the Party seeking to rely on this clause gives to the other Party reasonable written notice of its intention to disclose.
9.3 The Parties shall ensure that their respective employees, agents and subcontractors comply with the provisions of this clause and the Parties shall be liable to each other for any breach of the provisions of this clause by their respective employees, agents or subcontractors.


10 TERMINATION

10.1 Each Party shall have the right (without prejudice to its other rights and remedies) to terminate this Agreement immediately by giving notice in writing to the other Party in any of the following circumstances:
10.1.1 a liquidator, administrator or receiver is appointed in respect of the whole or part of the assets or undertakings of the other Party, or the other Party enters into an arrangement with all or a class of its creditors, or it becomes unable to pay its debts when they fall due or winding up order is lodged with the Court in relation to the other Party, or, being an individual or firm, the other Party enters into bankruptcy, or
10.1.2 the other Party defaults in the due performance or observance of any material obligation of this Agreement and (in the case of a breach capable of remedy) fails to remedy it within 30 days of the date of a written notice by the non-breaching Party requiring it to do so; or
10.2 On termination of this Agreement, the Customer shall pay any outstanding Charges owed to GCS and, if title has not yet passed to the Customer, the Customer shall return all Equipment to GCS.
10.3 Where a Statement of Work is cancelled by giving less than 14 days notice prior to a scheduled installation, GCS reserves the right to invoice the Customer for a cancellation fee equal to 50% of the Charges.


11 GENERAL

11.1 The Customer shall not be entitled to assign, transfer or dispose of this Agreement or any of its rights or obligations under it without GCS’s prior written consent. GCS shall be entitled to assign or otherwise transfer or dispose of this agreement and any of it’s rights or obligations under it and shall be entitled to sub-contract all or any of it’s obligations under this agreement to a third party.
11.2 This Agreement constitutes the entire agreement between the Parties relating to the Works and supersedes all prior oral or written proposals, understandings or communications. Under no circumstances will any terms & conditions on a customer Purchase Order take precedence of over the Terms & Conditions of this Agreement.
11.3 This Agreement shall be governed by and construed solely in accordance with the laws of the state of N.S.W. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the N.S.W. Courts.