1. Definitions
1.1 “Willis Joco Coffee” shall mean Willis Joco Coffee its successors and assigns or any person acting on behalf of and
with the authority of Willis Joco Coffee.
1.2 “Customer” shall mean the Customer (or any person acting on behalf of and with the authority of the Customer) as
described on any quotation, work authorisation or other form as provided by Willis Joco Coffee to the Customer.
1.3 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a
principal debtor basis.
1.4 “Goods” shall mean Goods supplied by Willis Joco Coffee to the Customer (and where the context so permits shall
include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work
authorisation or any other forms as provided by Willis Joco Coffee to the Customer.
1.5 “Services” shall mean all Services supplied by Willis Joco Coffee to the Customer and includes any advice or
recommendations (and where the context so permits shall include any supply of Goods as defined above).
1.6 “Price” shall mean the price payable for the Goods as agreed between Willis Joco Coffee and the Customer in
accordance with clause 3 of this contract.
2. Acceptance
2.1 Any instructions received by Willis Joco Coffee from the Customer for the supply of Goods and/or the Customer’s
acceptance of Goods supplied by Willis Joco Coffee shall constitute acceptance of the terms and conditions
contained herein.
2.2 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable
for all payments of the Price.
2.3 Upon acceptance of these terms and conditions by the Customer the terms and conditions are binding and can
only be amended with the written consent of Willis Joco Coffee.
2.4 The Customer shall give Willis Joco Coffee not less than fourteen (14) days prior written notice of any proposed
change of Willis Joco Coffees ownership of the Customer or any change in the Customer’s name and/or any other
change in the Customer’s details (including but not limited to, changes in the Customer’s address, facsimile
number, or business practice). The Customer shall be liable for any loss incurred by Willis Joco Coffee as a result
of the Customer’s failure to comply with this clause.
3. Price And Payment
3.1 At Willis Joco Coffee sole discretion the Price shall be either:
(a) as indicated on invoices provided by Willis Joco Coffee to the Customer in respect of Goods supplied; or
(b)Willis Joco Coffee current price at the date of delivery of the Goods according to Willis Joco Coffee current Price
list; or
(c) Willis Joco Coffee quoted Price (subject to clause 3.2) which shall be binding upon Willis Joco Coffee provided
that the Customer shall accept Willis Joco Coffee quotation in writing within thirty (30) days.
3.2 Willis Joco Coffee reserves the right to change the Price in the event of a variation to Willis Joco Coffees quotation.
3.3 At Willis Joco Coffee sole discretion a deposit may be required.
3.4 Time for payment for the Goods shall be of the essence and will be stated on the invoice or any other forms. If no
time is stated then payment shall be due fourteen (14) days following the date of the invoice.
3.5 Payment will be made by cash, or by cheque, or by bank cheque, or by credit card (Amex and Diners cards
excluded), or by direct credit, or by any other method as agreed to between the Customer and Willis Joco Coffee.
3.6 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly
included in the Price.
4. Delivery Of Goods
4.1 At Willis Joco Coffees sole discretion delivery of the Goods shall take place when:
(a) the Customer takes possession of the Goods at Willis Joco Coffees address; or
(b) the Customer takes possession of the Goods at the Customer’s nominated address (in the event that the Goods
are delivered by Willis Joco Coffee or Willis Joco Coffees nominated carrier).
4.2 At Willis Joco Coffees sole discretion the costs of delivery are:
(a) included in the Price; or
(b) in addition to the Price; or
(c) for the Customer’s account.
4.3 The Customer shall make all arrangements necessary to take delivery of the Goods whenever they are tendered
for delivery. In the event that the Customer is unable to take delivery of the Goods as arranged then Willis Joco
Coffee shall be entitled to charge a reasonable fee for redelivery.
4.4 Delivery of the Goods to a third party nominated by the Customer is deemed to be delivery to the Customer for the
purposes of this agreement.
4.5 The failure of Willis Joco Coffee to deliver shall not entitle either party to treat this contract as repudiated.
4.6 Willis Joco Coffee shall not be liable for any loss or damage whatever due to failure by Willis Joco Coffee to deliver
the Goods (or any of them) promptly or at all.
5. Risk
5.1 If Willis Joco Coffee retains Willis Joco Coffees ownership of the Goods nonetheless, all risk for the Goods passes
to the Customer on delivery.
5.2 If any of the Goods are damaged or destroyed following delivery but prior to Willis Joco Coffees ownership passing
to the Customer, Willis Joco Coffee is entitled to receive all insurance proceeds payable for the Goods. The
production of these terms and conditions by Willis Joco Coffee is sufficient evidence of Willis Joco Coffees rights to
receive the insurance proceeds without the need for any person dealing with Willis Joco Coffee to make further
enquiries.
6. Title
6.1 Willis Joco Coffee and Customer agree that Willis Joco Coffees ownership of the Goods shall not pass until:
(a) the Customer has paid Willis Joco Coffee all amounts owing for the particular Goods; and
(b) the Customer has met all other obligations due by the Customer to Willis Joco Coffee in respect of all contracts
between Willis Joco Coffee and the Customer.
6.2 Receipt by Willis Joco Coffee of any form of payment other than cash shall not be deemed to be payment until that
form of payment has been honoured, cleared or recognised and until then Willis Joco Coffees ownership or rights
in respect of the Goods shall continue.
6.3 It is further agreed that:
(a) where practicable the Goods shall be kept separate and identifiable until Willis Joco Coffee shall have received
payment and all other obligations of the Customer are met; and
(b) until such time as Willis Joco Coffee ownership of the Goods shall pass from Willis Joco Coffee to the Customer
Willis Joco Coffee may give notice in writing to the Customer to return the Goods or any of them to Willis Joco
Coffee. Upon such notice the rights of the Customer to obtain Willis Joco Coffees ownership or any other
interest in the Goods shall cease; and
(c) Willis Joco Coffee shall have the right of stopping the Goods in transit whether or not delivery has been made;
and
(d) if the Customer fails to return the Goods to Willis Joco Coffees then Willis Joco Coffee or Willis Joco Coffees
agent may enter upon and into land and premises owned, occupied or used by the Customer, or any premises
as the invitee of the Customer, where the Goods are situated and take possession of the Goods; and
(e) the Customer is only a bailee of the Goods and until such time as Willis Joco Coffee has received payment in
full for the Goods then the Customer shall hold any proceeds from the sale or disposal of the Goods on trust for
Willis Joco Coffee; and
(f) the Customer shall not deal with the money of Willis Joco Coffee in any way which may be adverse to Willis
Joco Coffee; and
(g) the Customer shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods
while they remain the property of Willis Joco Coffee; and
(h)Willis Joco Coffee can issue proceedings to recover the Price of the Goods sold notwithstanding that Willis Joco
Coffees ownership of the Goods may not have passed to the Customer; and
(i) until such time that Willis Joco Coffees ownership in the Goods passes to the Customer, if the Goods are
converted into other products, the parties agree that Willis Joco Coffee will be Willis Joco Coffee of the end
products.
7. Customer’s Disclaimer
7.1 The Customer hereby disclaims any right to rescind, or cancel any contract with Willis Joco Coffee or to sue for
damages or to claim restitution arising out of any misrepresentation made to the Customer by Willis Joco Coffee
and the Customer acknowledges that the Goods are bought relying solely upon the Customer’s skill and
judgement.
8. Defects
8.1 The Customer shall inspect the Goods on delivery and shall within three (3) days of delivery (time being of the
essence) notify Willis Joco Coffee of any alleged defect, shortage in quantity, damage or failure to comply with the
description or quote. The Customer shall afford Willis Joco Coffee an opportunity to inspect the Goods within a
reasonable time following delivery if the Customer believes the Goods are defective in any way. If the Customer
shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For
defective Goods, which Willis Joco Coffee has agreed in writing that the Customer is entitled to reject, Willis Joco
Coffees liability is limited to either (at Willis Joco Coffees discretion) replacing the Goods or repairing the Goods.
Where the Customer is a consumer as defined in the TPA then the client shall also be entitled to a refund.
9. Returns
9.1 Returns will only be accepted provided that:
(a) the Customer has complied with the provisions of clause 8.1; and
(b)Willis Joco Coffee has agreed in writing to accept the return of the Goods; and
(c) the Goods are returned at the Customer’s cost within seven (7) days of the delivery date; and
(d)Willis Joco Coffee will not be liable for Goods which have not been stored or used in a proper manner; and
(e) the Goods are returned in the condition in which they were delivered and with all packaging material, brochures
and instruction material in as new condition as is reasonably possible in the circumstances.
Willis Joco Coffee – Terms & Conditions of Trade
10. The Commonwealth Trade Practices Act 1974 & Fair Trading Acts (“FTA”)
10.1 Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the TPA
or the FTA in each of the States and Territories of Australia, except to the extent permitted by those Acts where
applicable.
11. Warranty
11.1 For Goods not manufactured by Willis Joco Coffee, the warranty shall be the current warranty provided by the
manufacturer of the Goods. Willis Joco Coffee shall not be bound by nor be responsible for any term, condition,
representation or warranty other than that which is given by the manufacturer of the Goods.
11.2 To the extent permitted by statute, no warranty is given by Willis Joco Coffees as to the quality or suitability of the
Goods for any purpose and any implied warranty, is expressly excluded. Willis Joco Coffee shall not be responsible
for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.
12. Intellectual Property
12.1 Where Willis Joco Coffee has designed, drawn or written Goods for the Customer, then the copyright in those
designs and drawings and documents shall remain vested in Willis Joco Coffee, and shall only be used by the
Customer at Willis Joco Coffees discretion.
12.2 The Customer warrants that all designs or instructions to Willis Joco Coffee will not cause Willis Joco Coffee to
infringe any patent, registered design or trademark in the execution of the Customer’s order and the Client agrees
to indemnify Willis Joco Coffee against any action taken by a third party against Willis Joco Coffee in respect of any
such infringement.
13. Default & Consequences of Default
13.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of
payment, at a rate of two and one half percent (2.5%) per calendar month and such interest shall compound
monthly at such a rate after as well as before any judgement.
13.2 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify Willis Joco Coffee from
and against all costs and disbursements incurred by Willis Joco Coffee in pursuing the debt including legal costs on
a solicitor and own client basis and Willis Joco Coffee collection agency costs.
13.3 Without prejudice to any other remedies Willis Joco Coffee may have, if at any time the Customer is in breach of
any obligation (including those relating to payment), Willis Joco Coffee may suspend or terminate the supply of
Goods to the Customer and any of its other obligations under the terms and conditions. Willis Joco Coffee will not
be liable to the Customer for any loss or damage the Customer suffers because Willis Joco Coffee has exercised
its rights under this clause.
13.4 If any account remains overdue after thirty (30) days then an amount of the greater of twenty dollars ($20.00) or ten
percent (10.00%) of the amount overdue (up to a maximum of two hundred dollars ($200.00)) shall be levied for
administration fees which sum shall become immediately due and payable.
13.5 Without prejudice to Willis Joco Coffees other remedies at law Willis Joco Coffee shall be entitled to cancel all or
any part of any order of the Customer which remains unfulfilled and all amounts owing to Willis Joco Coffee shall,
whether or not due for payment, become immediately payable in the event that:
(a) any money payable to Willis Joco Coffee becomes overdue, or in Willis Joco Coffees opinion the Customer will
be unable to meet its payments as they fall due; or
(b) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an
arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the
Customer or any asset of the Customer.
14. Security And Charge
14.1 Despite anything to the contrary contained herein or any other rights which Willis Joco Coffee may have
howsoever:
(a) where the Customer and/or the Guarantor (if any) is Willis Joco Coffee of land, realty or any other asset capable
of being charged, both the Customer and/or the Guarantor agree to mortgage and/or charge all of their joint
and/or several interest in the said land, realty or any other asset to Willis Joco Coffee or Willis Joco Coffees
nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The
Customer and/or the Guarantor acknowledge and agree that Willis Joco Coffee (or Willis Joco Coffees
nominee) shall be entitled to lodge where appropriate a caveat, which caveat shall be withdrawn once all
payments and other monetary obligations payable hereunder have been met.
(b) should Willis Joco Coffee elect to proceed in any manner in accordance with this clause and/or its sub-clauses,
the Customer and/or Guarantor shall indemnify Willis Joco Coffee from and against all Willis Joco Coffee costs
and disbursements including legal costs on a solicitor and own client basis.
(c) the Customer and/or the Guarantor (if any) agree to irrevocably nominate constitute and appoint Willis Joco
Coffee or Willis Joco Coffee nominee as the Customer’s and/or Guarantor’s true and lawful attorney to perform
all necessary acts to give effect to the provisions of this clause 14.1.
15. Cancellation
15.1 Willis Joco Coffee may cancel any contract to which these terms and conditions apply or cancel delivery of Goods
at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice Willis
Joco Coffee shall repay to the Customer any sums paid in respect of the Price. Willis Joco Coffee shall not be liable
for any loss or damage whatever arising from such cancellation.
15.2 In the event that the Customer cancels delivery of Goods the Customer shall be liable for any loss incurred by Willis
Joco Coffee (including, but not limited to, any loss of profits) up to the time of cancellation.
16. Privacy Act 1988
16.1 The Customer and/or the Guarantor/s agree for Willis Joco Coffee to obtain from a credit reporting agency a credit
report containing personal credit information about the Customer and Guarantor/s in relation to credit provided by
Willis Joco Coffee.
16.2 The Customer and/or the Guarantor/s agree that Willis Joco Coffee may exchange information about the Customer
and the Guarantor/s with those credit providers either named as trade referees by the Customer or named in a
consumer credit report issued by a credit reporting agency for the following purposes:
(a) to assess an application by Customer; and/or
(b) to notify other credit providers of a default by the Customer; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Customer is
in default with other credit providers; and/or
(d) to assess the credit worthiness of Customer and/or Guarantor/s.
16.3 The Customer consents to Willis Joco Coffee being given a consumer credit report to collect overdue payment on
commercial credit (Section 18K(1)(h) Privacy Act 1988).
16.4 The Customer agrees that personal credit information provided may be used and retained by Willis Joco Coffee for
the following purposes and for other purposes as shall be agreed between the Customer and Willis Joco Coffee or
required by law from time to time:
(a) provision of Goods; and/or
(b) marketing of Goods by Willis Joco Coffee, its agents or distributors in relation to the Goods; and/or
(c) analysing, verifying and/or checking the Customer’s credit, payment and/or status in relation to provision of
Goods; and/or
(d) processing of any payment instructions, direct debit facilities and/or credit facilities requested by Customer;
and/or
(e) enabling the daily operation of Customer’s account and/or the collection of amounts outstanding in the
Customer’s account in relation to the Goods.
16.5 Willis Joco Coffee may give information about the Customer to a credit reporting agency for the following purposes:
(a) to obtain a consumer credit report about the Customer; and/or
(b) allow the credit reporting agency to create or maintain a credit information file containing information about the
Customer.
17. Unpaid Willis Joco Coffees Rights
17.1 Where the Customer has left any item with Willis Joco Coffee for repair, modification, exchange or for Willis Joco
Coffee to perform any other Service in relation to the item and Willis Joco Coffee has not received or been
tendered the whole of the Price, or the payment has been dishonoured, Willis Joco Coffee shall have:
(a) a lien on the item;
(b) the right to retain the item for the Price while Willis Joco Coffee is in possession of the item;
(c) a right to sell the item.
17.2 The lien of Willis Joco Coffee shall continue despite the commencement of proceedings, or judgment for the Price
having been obtained.
18. Loan Coffee Machines
18.1 The loan coffee machine shall at all times remain the property of Willis Joco Coffee and is returnable on demand by
Willis Joco Coffee. In the event that the loan coffee machine is not returned to Willis Joco Coffee in the condition in
which it was delivered Willis Joco Coffee retains the right to charge the Price of repair or replacement of the loan
coffee machine.
18.2 The Customer shall;
(a) keep the loan coffee machine in their own possession and control and shall not assign the benefit of the loan
coffee machine nor be entitled to lien over the loan coffee machine.
(b) not alter or make any additions to the loan coffee machine including but without limitation altering, make any
additions to, defacing or erasing any identifying mark, plate or number on or in the loan coffee machine or in any
other manner interfere with the loan coffee machine.
(c) keep the loan coffee machine, complete with all parts and accessories, clean and in good order as delivered,
and shall comply with any maintenance schedule as advised by Willis Joco Coffee to the Customer.
18.3 The Customer accepts full responsibility for the safekeeping of the loan coffee machine and the Customer agrees
to insure, or self insure, Willis Joco Coffees interest in the loan coffee machine and agrees to indemnify Willis Joco
Coffee against physical loss or damage including, but not limited to, the perils of accident, fire, theft and burglary
and all other usual risks and will effect adequate Public Liability Insurance covering any loss, damage or injury to
property or persons arising out of the use of the loan coffee machine. Further the Customer will not use the loan
coffee machine nor permit it to be used in such a manner as would permit an insurer to decline any claim.
19. General
19.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence,
legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
19.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Queensland
and are subject to the jurisdiction of the courts of Queensland.
19.3 Willis Joco Coffee shall be under no liability whatever to the Customer for any indirect loss and/or expense
(including loss of profit) suffered by the Customer arising out of a breach by Willis Joco Coffee of these terms and
conditions.
19.4 In the event of any breach of this contract by Willis Joco Coffee the remedies of the Customer shall be limited to
damages which under no circumstances shall exceed the Price of the Goods.
19.5 The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be
owed to the Customer by Willis Joco Coffee.
19.6 Willis Joco Coffee may license or sub-contract all or any part of its rights and obligations without the Customer’s
consent.
19.7 Willis Joco Coffee reserves the right to review these terms and conditions at any time. If, following any such review,
there is to be any change to these terms and conditions, then that change will take effect from the date on which
Willis Joco Coffee notifies the Customer of such change.
19.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action,
fire, flood, drought, storm or other event beyond the reasonable control of either party.
19.9 The failure by Willis Joco Coffee to enforce any provision of these terms and conditions shall not be treated as a
waiver of that provision, nor shall it affect Willis Joco Coffees right to subsequently enforce that provision.
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