Terms & ConditionsSacred Grounds Coffee Roasters (the "Company") supplies all goods which for the purposes of the Personal Property Securities Act 1999 (the "Act") are described as all inventory supplied by the Company (the "Goods") to the Purchaser, despite anything that may be stated to the contrary in the Purchaser's enquiries or on the Purchaser's orders, subject to the following conditions:
1. By placing an order with the Company, the Purchaser unconditionally accepts these terms and conditions of sale.
2. The Company may vary or amend these terms and conditions by notice in writing to the Purchaser at any time and such variation or amendments shall apply to orders made by the Purchaser after the date of such notice.
3. The Company reserves the right to increase prices to recover any increases in the cost of labour, materials and government taxes and charges after the date of the order. Accordingly, prices are subject to alteration without notice and prices are those ruling at the date of order.
4. Payment on the account is to be made on the 20th day of the month following the date of invoice. If payment on the account is not made by the 20th day of the month following the date of invoice, the Company shall be entitled to charge interest (as liquidated damages) in addition to the amount due at the rate of 24% per annum (calculated daily) in respect of all indebtedness overdue. Such interest shall accrue daily from the date when payment is due until the date when payment is made, and the Purchaser shall be liable to pay all expenses including but not limited to debt collection and legal fees of the Company in relation to obtaining payment. Payments by the Purchaser will be apportioned by the Company to outstanding accounts in such amounts and in such order as the Company may determine in its sole discretion.
5. The Company will use its best endeavours to fulfil the order and to arrange delivery, but the Company will not be liable for inability to supply, delays, shortages or non-delivery arising from circumstances beyond its reasonable control.
6. No goods will be accepted for return from the Purchaser without the prior written consent of the Company.
7. The risk in the Goods shall pass from the Company to the Purchaser when the Goods are delivered to the Purchaser's premises. Notwithstanding the passing of risk, property in and ownership of all the Goods shall not pass to the Purchaser until payment in full for them, and all other amounts owing to the Company by the Purchaser have been received by the Company. The Purchaser acknowledges that the Goods are held by it as bailee and as a fiduciary agent of the Company. If requested by the Company, the Purchaser shall store the Goods supplied in such a way that they are the property of the Company. Despite Section 109 of the Act and in addition to the rights contained in that section, the Company may retake possession of the Goods at any time without notice. If the Goods have been resold by the Purchaser prior to payment in full, then the proceeds of such resale shall be the property of the Company but for an amount no more than the indebtedness of the Purchaser to the Company.
8. Where the Purchaser is in default, the Company may appoint a Receiver in respect of the Goods (including the proceeds of the same) supplied to the Purchaser under these terms and conditions. Any Receiver so appointed may take possession of the Goods and re-sell them and otherwise exercise all rights and powers conferred on a Receiver by law.
9. Liability of the Company for any loss or damage whatsoever and howsoever caused (including loss or damage caused by the negligence of the Company or its service, or agents or subcontractors) arising out of, or in connection with, the sale of the Goods shall be limited to either replacement of the Goods, or at the option of the Company, a refund of the purchase price. In particular, and without limiting the generality of this condition, the Company shall in no circumstances be liable for economic or consequential losses.
10. Where these terms and conditions would otherwise be subject to the Consumer Guarantees Act 1993, the Purchaser agrees that it is acquiring the Goods for business purposes and that the Consumer Guarantees Act 1993 does not apply to the supply of the Goods to the Purchaser.
11. Goods are not supplied on either "sale or return" or "sale or exchange".
12. On the request of the Company, the Purchaser shall promptly execute any documents and do anything else required by the Company to ensure that the security interest created under this agreement constitutes a first ranking perfected security interest over the Goods, including providing any information the Company reasonably requires to complete a financing statement or a financing change statement. The Purchaser will pay to the Company all costs, expenses and other charges incurred, expended or payable by the Company in relation to the filing of a financing statement or financing change statement in connection with this agreement. The Purchaser waives any right to receive a copy of a verification statement under the Act.
13. (a) The Company and the Purchaser agree that nothing in Sections 114(1)(a), 117(1)(c), 133 and 134 of the Act shall apply to these terms and conditions.
14. (b) The Company and the Purchaser also agree that the rights of the Purchaser as debtor in Sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the Act shall not apply to these terms and conditions.
15. The Purchaser grants to the Company a security interest in all present and after acquired Goods and their proceeds, supplied to the Purchaser by the Company. The Purchaser acknowledges that it has received a copy of these terms and conditions of sale and acknowledges that these terms and conditions of sale constitute a "security agreement" for the purpose of the Act. The security interest created by these terms and conditions shall continue until the Company gives the Purchaser a final release.
16. The Purchaser agrees not to allow security interests to be created or registered over the Goods in priority to the security interests held by the Company.
17. The Company reserves the right to suspend deliveries if accounts become overdue.