Bean Roasting Limited
Standard Terms & Conditions of Sale

1. DEFINITIONS

“Catalogue” means the catalogue (in whatever form, whether paper or electronic) in which these Conditions are set out.
“Company” Bean Roasting Ltd trading as “Bean Roasting ” or its permitted assigns.
“Conditions” means these terms and conditions.
“Contract” means any contract between the Company and the Customer for the sale and purchase of Supplies.
“Customer” means the person(s) or company whose order for the Supplies is accepted by the Company.
“Goods” means any goods supplied or to be supplied by the Company to the Customer, and includes their packaging and any replacement goods supplied under these Conditions.
“GST” means goods and services tax under the Goods and Services Tax(NZ) Act 1985.
“PPSA” means the Personal Property Securities Act 1999 and any regulations created pursuant to it.
“Services” means any services supplied or to be supplied by the Company to the Customer, and includes any technical advice, repair or maintenance services provided by the Company or its technical representatives in connection with Goods.
“Supplies” means any Goods or Services.
“in writing” includes electronic communications.

 

2. CONDITIONS

All orders are accepted by the Company subject to and in accordance with these Conditions.
These Conditions override and exclude any terms or conditions in or referred to in any negotiations or course of dealing between the Company and the Customer or set out in the Customer's standard terms and conditions to the fullest extent permitted by law. If there is any conflict between

• the other provisions of this Catalogue and these Conditions; or
• the provisions of the order for the Supplies and these Conditions.

These Conditions will prevail unless the Company agrees otherwise in writing. Together with any terms accepted in writing by the Company in connection with an order, these Conditions constitute the entire agreement between the Company and the Customer in relation to the Supplies ordered. No variation to these Conditions is permitted unless expressly authorised in writing by a director of the Company.

 

3. PRICES AND GST

Prices stated in the Catalogue are in New Zealand dollars, inclusive of GST, but exclusive of any applicable transport and handling charges, which will be added at the time of despatch. The Company has used all reasonable endeavours to ensure that prices are accurately set out in the Catalogue but these prices are not binding and the Company reserves the right to change its prices without notice at any time. Prices charged will be those prevailing when an order is accepted.

The Company will issue a tax invoice to the Customer in relation to any supply that is subject to GST.

The amount of GST payable will be calculated by multiplying the sum of the price for the supplies plus any additional freight or other charges by the rate of GST applicable at the time of the supply. The words “supply” and “tax invoice” in this Condition 3 have the same meaning as that given to them in the Goods and Services Tax (NZ) Act 1985.

 

4. PAYMENT

Payment is payable in full on order.

 

5. ORDERS

The Company reserves the right to decline to trade with any company or person, or to accept orders for Supplies in part.

Once accepted, no order may be cancelled or reduced without the prior written agreement of a director of the Company. Without limiting the generality of this, orders for Goods which are not in catalogue or non stock items may not be cancelled.

Orders for Goods are usually accepted by the Company by despatching the Goods provided, however, that despatch will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its order.

 

6. DELIVERY

The Company will use all reasonable endeavours to despatch Goods ordered before 2 p.m. Monday to Friday on the same day and all Goods ordered after such times the next working day, provided that those Goods are in stock.

Delivery will be made to the New Zealand address specified by the Customer.

The Company may use any method of delivery available to it. The Company will use reasonable endeavours to meet delivery and/or performance estimates but, except as set out in Condition 7 below, in no circumstances shall it be liable to compensate the Customer for non-delivery, non-performance or late delivery or performance. Time for delivery and/or performance will not be of the essence.

 

7. INSPECTION, DEFECTS AND NON DELIVERY

The Customer must inspect the Supplies as soon as is reasonably practicable after delivery

The quantity of any consignment of Goods, as recorded by the Company upon despatch from the Company's place of business, shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide conclusive evidence to the contrary. The Company will not be liable for any non-delivery of Goods unless written notice is given to the Company within 10 days of the date when Goods should have been delivered or the Services performed in the ordinary course of events.

Any claim by the Customer under this Condition 7 is subject to the limitation on the Company's liability set out in Condition 12.

 

8. RETURNS

Prior to returning any Goods to the Company for any reason, the Customer must contact the Company to obtain a returns authorisation number (‘RMA’). All Goods are returned at the Customer’s risk and expense and should be undamaged by the Customer and in their original packaging. The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return.

The Company operates a 14 day return policy. To be accepted for return on this basis, Goods must be returned in their original condition for receipt by the Company within 14 days of. The Customer must return the Goods to “The Returns Department, Bean Roasting Ltd, 18 Essex Street, New Plymouth 4310 ” clearly quoting the Customer’s account number, order number and RMA.

Any Goods returned after 14 days as ‘unwanted’ or ‘incorrectly ordered’ may be accepted at the discretion of the Company

Any Goods which are not in the Catalogue or are non-stock items may not be returned under this Condition 8.

 

9. DESCRIPTION

All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions, capacity or other details including, without limitation, any statements regarding compliance with legislation or regulation (together “Descriptions”) wherever they appear (including without limitation in this Catalogue, on despatch notes, invoices or packaging) are intended to give a general idea of the Supplies, but will not form part of the Contract. If the Description of any Goods differs from the manufacturer’s description, the latter shall be deemed to be correct. The Company shall take all reasonable steps to ensure the accuracy of Descriptions but relies on such information, if any, as may have been provided to it by its suppliers and to the fullest extent possible by law excludes all liability in contract or tort or under statute or otherwise for any error in or omission from such Descriptions whether caused by the Company’s negligence or otherwise. The Company may make changes to the Supplies as part of a continuous programme of improvement or to comply with legislation.

 

10. RISK AND OWNERSHIP

The risk of damage to or loss of Goods will pass to the Customer when the Goods are unloaded from the Company's carriers at the Customer's premises. Ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due from the Customer to the Company for those Goods.

This Catalogue remains at all times the sole and exclusive property of the Company.

 

11. WARRANTY / GUARANTEE

The Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of Goods.
In addition, the Company will, free of charge, repair or, at the Company's option, replace Goods which are proved to the reasonable satisfaction of the Company to be damaged or defective due to faulty materials, workmanship or design for a period of 12 months after despatch of the Goods. This obligation will not apply:

• if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Company;
• if the defect arises because the Customer did not follow the manufacturers' instructions for storage, usage, installation, use or maintenance of the Goods;
• if the Customer has failed to notify the Company of any defect in accordance with Condition 8 where the defect should have been reasonably apparent on reasonable inspection; or
• if the Customer fails to notify the Company of the defect within 12 months (or such other period as the Company shall specify at the time of acceptance of the order for the Supplies) of the date of despatch of the Goods.

Any replacement Supplies made or Goods repaired under this Condition 11 will be guaranteed on these terms for any unexpired portion of the period of guarantee given on the original Supplies. Any Goods which have been replaced will belong to the Company.

The Customer grants to the Company and its employees, agents and representatives a right to enter onto its premises to effect any repair or replacement under this Condition 11. The Customer shall ensure that the Company's employees, agents and representatives are provided with a safe and secure working environment while at its premises.

 

12. EXCLUSION OF LIABILITY

Subject to this Condition 12:

• these Conditions set forth the full extent of the Company's obligations and liability to the Customer with respect to the Supplies under any Contract; and
• all other terms, conditions, warranties and representations that might otherwise be implied by statute or otherwise, are hereby expressly excluded.

To the fullest extent permitted by law and subject only to any express exceptions contained in these Conditions, the Company will be under no liability to the Customer whatsoever (whether in contract, tort, (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct or indirect or consequential loss (all of which terms include, without limitation, pure economic loss, loss of profits, loss of business, loss of use, depletion of goodwill, business interruption, loss of opportunity, loss of contracts and like loss) howsoever caused or arising out of or in connection with:

• Any of the Supplies, or the manufacture, sale, performance or supply or failure or delay in performance or supply of the Supplies by the Company or on part of the Company's employees, agents or sub-contractors;
• Any breach by the Company of any of the express or implied terms of the Contract;
• Any use made or resale or on-supply of any of the Supplies or any product incorporating any of the Goods or developed using the Supplies;
• Any acts or omissions of the Company at the Customer's premises;
• Any statement made or not made or advice given or not given by or on behalf of the Company, including as to compliance with legislation or regulation; or
• Otherwise under the Contract.

The Company does not exclude, restrict or modify any liability that cannot be excluded, restricted or modified by law including liability under the Trade Practices Act 1974 (Cth) or equivalent State legislation. However, where such statutory provisions apply, or where the Customer is entitled to claim under an express provision of these Conditions (including Conditions 8, 9, and 11), then to the extent permitted by law the Company's total liability shall be limited at its option to:

• in the case of a supply of Goods, either the replacement of the Goods; or supply of equivalent Goods; or the payment of the cost of replacing the Goods; or the payment of the cost of acquiring equivalent Goods; or the repair of the Goods; or the payment of the cost of having the Goods repaired; or

Each of the Company's employees, agents and sub-contractors may rely on and enforce the exclusions and restrictions of liability in these Conditions (including Conditions 8, 9, 11 and 12) in that person's own name and for that person's own benefit.

 

13. USE OF PERSONAL INFORMATION

Use of personal information is as per the Company's Privacy Notice.

 

14. COUNTRY OF ORIGIN

Unless otherwise confirmed by the Company in writing, nothing in this Catalogue is to be taken as representation of the source of origin, manufacturer or production of the Goods or any part of them.

 

15. BUSINESS CUSTOMERS

The Company is a business to business supplier. The Catalogue and any specialogues and other product brochures produced by the Company are intended for use by business customers and not consumers. By ordering, the Customer confirms that he, she or it wishes to obtain the Supplies for the purposes of his, her or its business and not as a consumer.

 

16. FORCE MAJEURE

The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Company's obligations under these Contract if the delay or failure was due to any cause beyond the Company's reasonable control (which shall include, but not be limited to government actions, war, fire, explosion, flood, import or export regulations or embargoes, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.

 

17. LEGAL CONSTRUCTION

All Contracts shall be governed by and interpreted in accordance with New Zealand law and the Customer submits to the jurisdiction of the New Zealand Courts and Courts able to hear appeals from those Courts, but the Company may enforce such Contract in any court of competent jurisdiction.

 

18. GENERAL

Any provision of these Conditions of Supply which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions and the remainder of such provision shall not be affected. Failure by the Company to enforce or partially enforce any provision of these Conditions will not be constrained as a waiver of any rights under these Conditions.

These conditions supersede all previous terms and conditions which have previously governed a contract for the sale of Supplies from the Company to the Customer.
March 2012