1.1 The customer must pay the invoice price either:
(a) by credit card (Visa, Mastercard, Amex) or
(b) on a date agreed in writing by Jasper Coffee.
1.2 If payment is not received in full when due, the customer must pay interest on the unpaid amount at a rate two percent (2%) higher than the rate specified under section (2) of the Penalty Interest Rates Act 1983 at the time of default until the debt is paid in full.
1.3 If Jasper Coffee has agreed to accept payment by instalments, Jasper Coffee may treat non-payment of an instalment on the due date as a repudiation of this contract and may end it, and recover damages for breach of contract from the customer.
1.4 If the customer does not pay an amount on the due date, Jasper Coffee may stop all deliveries until the customer pays the debt and any interest in full.
1.5 The customer must not withhold payment for a delivery even if it believes that it has a claim for deficiency or defect in respect of an earlier delivery.
1.6 All orders are subject to (1) these terms and (2) additional terms endorsed on the delivery note and (3) anything in the terms of any distribution agreement between Jasper Coffee and the customer. Unless there are statutory warranties, no other terms or warranties affect this contract.
2.1 Prices are current list prices at the date of delivery.
2.2 All prices may change without notice.
2.3 The customer must pay the total of the GST exclusive cost plus the GST.
2.4 The customer must also pay all other Government charges.
3. DELIVERY, OWNERSHIP AND RISK
3.1 Upon delivery, the goods are at the customer’s risk and the customer must insure them for their full value.
3.2 Notwithstanding passage of risk, ownership of the goods will not pass to the customer until the customer has paid Jasper Coffee the total price including GST, and all other amounts it owes to Jasper.
3.3 If payment is to be made by instalments, ownership of the goods will not pass until all instalments have been paid.
3.4 Until ownership of the goods passes to the customer, the customer must hold the goods on trust for Jasper Coffee, and the goods must be stored separately from any other goods held by the customer, and marked so that they are clearly identifiable as the property of Jasper Coffee, and must be kept so that they are identified and cross-referenced to the related invoices from Jasper Coffee, and must not be combined with other goods or reconstituted.
3.5 If the customer does not pay as agreed, Jasper Coffee may enter without notice any place where it reasonably believes the goods are located and may do everything necessary to take possession of them, including separating the goods from any others with which they have been combined. The customer must pay all Jasper Coffee’s costs of exercising this right, on demand, and will have no right to claim damages for trespass to goods as a result of its exercise.
3.6 The customer must not deal with, sell, deliver to a third party, or dispose of any of the goods until ownership has passed to the customer, unless the customer is a reseller, in which case 3.7 applies.
3.7 If the customer is a reseller then, unless Jasper Coffee forbids it in writing, the customer may sell the goods by bona fide sale at arms’ length, in the ordinary course of its business and on its standard terms. If the reseller sells the goods in breach of this condition, 3.8 applies to the proceeds.
3.8 If any of the goods are sold by the customer before ownership has passed to the customer, or a reseller sells them in breach of 3.7, the sale will make the customer a trustee of the proceeds for Jasper Coffee. The customer must keep the proceeds from the sale in a separate bank account in the name of Jasper Coffee, and must not mix them with any other money held by the customer.
3.9 This agreement applies to all goods sold by Jasper Coffee to the customer, even if Jasper Coffee extends credit to the customer.
3.10 If the customer uses, mixes or otherwise transforms the goods, it must keep records of these actions and must keep the proceeds from their sale in a separate bank account for the benefit of Jasper Coffee and must pay Jasper Coffee the contents of the account on demand.
3.11 Jasper Coffee accepts no responsibility for any problem with delivery of goods or for non-delivery of goods where delivery instructions provided by the customer are either incomplete or inadequate to reasonably ensure that successful delivery can be made.
4. SHORT DELIVERIES AND BREACHES OF WARRANTY
4.1 The customer must make claims for short deliveries or damage to deliveries by telephone on the day of delivery and must also confirm the claim by fax or email the Customer Service Coordinator of Jasper Coffee and this written claim must be received within 24 hours of the initial claim.
4.2 Claims which do not fulfil the conditions in 4.1 will not be allowed under any circumstances.
4.3 Without prejudice to the above, Jasper Coffee may, at its discretion, refuse a claim of the type described at 4.1.
5. CONSEQUENTIAL LOSS
Jasper Coffee is not responsible for any kind of damage resulting from events interfering with the manufacture, dispatch or delivery of the goods.
6. JASPER’S RIGHT TO END AGREEMENT
Jasper may end this agreement if the customer
(a) Does not pay the minimum monthly purchase amount.
(b) Does not pay what it owes Jasper Coffee by the due date.
(c) Does not do anything that this agreement requires or does not do anything else required by Jasper Coffee within seven days after Jasper has given it written notice of any additional requirements.
(d) Does not meet the trading terms.
(e) Has made a false statement to Jasper Coffee in any of the documents relating to their relationship.
(f) Commits an act of bankruptcy, is the subject of a petition for bankruptcy or is declared bankrupt.
(g) Has a resolution passed to wind it up.
(h) Has an order made by the Federal Court appointing a liquidator of any kind, an administrator, receiver or receiver and manager to any of its assets.
(j) Is convicted of a serious criminal offence.
(k) Is subject to a writ of execution and does not pay the amount due under it within fourteen days of service.
If any of (a) to (k) occur, Jasper Coffee may enter the customer’s premises without notice, and may take possession of the goods. The customer must pay all Jasper Coffee’s costs of exercising this right, on demand, and must not claim damages for trespass to goods as a result of its exercise. Where the customer is underwritten by a personal guarantor, the guarantor must make immediate payment to Jasper Coffee for the full value of goods for which payment is due.
7. NO WAIVER
If Jasper Coffee does not exercise, or delays in exercising, a right given by this agreement, or does not enforce it, or does anything which appears to be inconsistent with exercising a right or enforcing this agreement, this must not be treated as a waiver. Waivers may only be given in writing and if given, apply only to a single event.
The customer may only transfer its interest under this agreement with the written consent of Jasper Coffee.
9. CANCELLATION OF ORDERS
Orders once dispatched may not be cancelled.
10. CONSUMER RIGHTS
Any statutory conditions or warranties which may allow for Jasper Coffee’s liability are to apply only to the minimum extent permitted by law. If statutory provisions apply, Jasper Coffee’s liability is limited to
(a) The replacement of the goods or the supply of equivalent goods;
(b) The payment of the cost of replacing the goods or the supply of equivalent goods.
11. RETURN OF GOODS
Jasper Coffee will not accept return of goods without prior written consent from Jasper Coffee and will not accept return of goods that are more than 14 days from invoice date.
12. GOVERNING LAW
These terms are in all respects governed by the laws of Victoria, and both parties submit to the jurisdiction of the Courts of that State.
13.1 References to Jasper or Jasper Coffee mean JASPERS (AUST) PTY LTD and are used interchangeably.
13.2 Anything to be done by Jasper under these conditions may be done by its officers, employees or agents or by a person authorised to act on its behalf, and powers or authorities conferred on it may be exercised at any time and from time to time.
13.3 If anything must be done under this agreement on a day which is not a business day, it must be done on the following business day.
13.4 Notices may be given by fax or email. If given in either of these ways after 4 p.m. Australian Eastern Standard Time they will be treated as having been given on the next business day.