Terms and Conditions

KAFFEINA GROUP PTY LTD
Commercial Terms & Conditions of Purchase Orders
Company: Kaffeina Group Pty Ltd (ACN 152 310 999)
Head Office: 3 Dairy Drive, Coburg North VIC 3058, Australia

1. Definitions

In these Terms:
Customer means the business entity purchasing Products from Kaffeina Group.
Products means coffee, coffee capsules, equipment, accessories, and other goods supplied by Kaffeina Group.
Equipment on Loan means any machinery or accessories provided by Kaffeina Group to the Customer on a non‑purchase basis pursuant to a separate Loan Agreement.
Order means any request by the Customer to purchase Products.
Purchase Price means the total amount payable for Products, including any applicable delivery fees and taxes.
PPSA means the Personal Property Securities Act 2009 (Cth).
Loan Agreement means the separately executed agreement governing Equipment on Loan.

2. Orders

2.1 Orders may be placed via Kaffeina Group’s B2B platform or other methods as agreed in writing.
2.2 Kaffeina Group reserves the right to accept or reject any Order in its sole discretion.
2.3 Prices are those on the platform or in a written quotation and may be varied until acceptance.

3. Payment Terms

3.1 Invoices are payable as per terms stated therein, in Australian dollars, free of deductions.
3.2 Interest on overdue amounts accrues at 5% per annum above the RBA cash rate.
3.3 Kaffeina Group may suspend supply or cancel pending Orders if payment is late.
3.4 Kaffeina Group may perform credit checks and request financial records; the Customer consents to such inquiries.

4. Delivery & Risk

4.1 Delivery occurs when Products are dispatched from Kaffeina Group’s premises.
4.2 Risk passes to Customer upon dispatch.
4.3 Title remains with Kaffeina Group until full payment is received.
4.4 Delivery is free to Metro Melbourne and Sydney for Orders of $500 or more (incl. GST); other Orders incur delivery fees at cost.

5. Returns & Credits

5.1 All sales to commercial Customers are final.
5.2 Returns not accepted except for defective or wrongly supplied Products.
5.3 Claims for defect or error must be made in writing within 7 days of delivery.
5.4 If valid, Kaffeina Group may credit, replace, or refund at its option.

6. Equipment on Loan

6.1 Equipment on Loan is governed by the separate Loan Agreement, which includes minimum purchase commitments, servicing obligations, termination rights, payout calculation, etc.
6.2 The equipment always remains the property of Kaffeina Group.
6.3 If the Loan Agreement is breached or terminated, Kaffeina may retrieve equipment and claim any shortfall or charges.
6.4 By accepting Equipment on Loan, the Customer confirms it will comply fully with the Loan Agreement’s terms.

7. Title & Security Interest

7.1 Ownership of Products remains with Kaffeina until full payment is made.
7.2 The Customer grants Kaffeina a purchase money security interest (PMSI) under the PPSA.
7.3 The Customer will not grant any third party an interest in the Products before Kaffeina’s interest is satisfied.

8. Product Use

8.1 Products must be used, stored, and handled in accordance with Kaffeina’s specifications and guidelines.
8.2 Natural variations do not constitute defects.

9. Liability

9.1 Kaffeina’s liability is limited, at its option, to repair, replacement, or re-supply of Products.
9.2 Kaffeina is not liable for indirect, incidental, or consequential losses (including loss of profit).
9.3 These Terms do not restrict rights which cannot be excluded under Australian Consumer Law.

10. Indemnity

The Customer indemnifies Kaffeina from all losses, liabilities, claims, or expenses arising from:

  • Misuse of Products or Equipment on Loan;

  • Breach of these Terms or the Loan Agreement;

  • Claims by third parties related to Products or equipment.

11. Intellectual Property

11.1 All intellectual property in Products, branding, packaging, and materials remains Kaffeina’s exclusive property.
11.2 The Customer acquires no rights in Kaffeina’s intellectual property except as necessary for resale or agreed private-label use.

12. Privacy

12.1 Kaffeina collects business and personal information for account management, supply, and marketing.
12.2 Information will be handled in accordance with Kaffeina’s published Privacy Policy.

13. Force Majeure

Kaffeina is not liable for failure or delay in performing obligations caused by events beyond its reasonable control (e.g. natural disasters, pandemic, strikes, governmental actions, supply disruptions).

14. Confidentiality

Each party must keep confidential all proprietary or commercially sensitive information disclosed in connection with these Terms, except where disclosure is required by law or with prior written consent.

15. Variation

Kaffeina may vary these Terms from time to time. New Terms will apply to Orders placed after the effective date of variation (as posted on the platform or otherwise notified).

16. Dispute Resolution

Any dispute under or related to these Terms must first be addressed via good-faith negotiation. If not resolved within 14 days, either party may refer the dispute to mediation before a qualified mediator. This clause does not prevent either party from seeking urgent equitable relief (e.g. injunctions).

17. Governing Law & Jurisdiction

These Terms are governed by the laws of Victoria, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Victoria.

18. General Provisions

18.1 No Waiver: Delay or failure by Kaffeina to enforce any right is not a waiver of that right.
18.2 Severability: If any provision is invalid or unenforceable, the remainder stays in full force.
18.3 Subcontracting: Kaffeina may subcontract any of its obligations.
18.4 Entire Agreement: These Terms with any Loan Agreement or schedules constitute the full agreement and supersede earlier understandings.
18.5 Assignment: Kaffeina may assign or novate these Terms. The Customer may not assign its rights or obligations without Kaffeina’s prior written consent.
18.6 Set-Off: The Customer may not set off any amounts due under these Terms against counterclaims unless agreed in writing by Kaffeina.
18.7 Records Retention: The Customer must retain records of Orders, deliveries, and payments for at least 7 years and make them available upon request.
18.8 Electronic Communications / Notices: Notices, invoices, statements, and other communications may be delivered electronically unless otherwise requested in writing. Notices are deemed given:

  • if by email, when sent (except if bounce/delivery failure returned);
  • if by post, on the third business day after posting.

18.9 Limitation Period: Any claim or action by the Customer arising under these Terms must be commenced within 12 months of the event giving rise to it.
18.10 Remedies Cumulative: All rights and remedies are cumulative and not exclusive of any other rights or remedies.
18.11 Audit / Inspection Rights: Kaffeina may, with reasonable notice and during business hours, audit the Customer’s use of Products, inventory, pricing compliance, or adherence to these Terms or any private-label or MAP obligations.
18.12 Recall / Safety Compliance: If a Product is subject to a safety recall or regulatory order, Kaffeina may direct the Customer regarding its return, repair, or destruction. The Customer must comply.
18.13 Export / Import Compliance: The Customer must comply with all applicable export, import, customs, and trade control laws in relation to Products.
18.14 Costs & Recovery: If Kaffeina incurs costs (including legal or collection costs) to enforce these Terms, the Customer must reimburse those reasonable costs.
18.15 Insurance: The Customer will maintain adequate insurance (e.g. product liability, public liability, property damage, equipment insurance) during its dealings with Kaffeina and name Kaffeina as an interested party where relevant.
18.16 Warranties & Representations: The Customer warrants that:

(a) it is duly organised and has power to enter these Terms;
(b) Orders submitted are bona fide and in good faith;
(c) it will comply with all applicable laws and regulations in its use or resale of Products.

19. Sustainability

Where feasible, Kaffeina aims to supply Products using ethical sourcing, responsible materials, and eco-friendly packaging. The Customer is encouraged to recycle packaging or dispose of it responsibly in accordance with local regulations.

20. Data Security & Electronic Systems

20.1 Kaffeina will use commercially reasonable measures to protect digital systems and infrastructure.
20.2 Kaffeina is not liable for any loss or damage arising from unauthorised access, data breach, cyberattack, or errors in electronic communications, ordering, or payment systems.
20.3 The Customer is responsible for ensuring that electronic instructions are authorised, correct, and secure.

21. Credit Card Chargebacks

21.1 Where payment is by credit card, the Customer agrees not to initiate chargebacks without first notifying Kaffeina in writing and allowing 14 days for dispute resolution.
21.2 Unfounded or abusive chargebacks may incur an administrative fee (e.g. $50) and may lead to suspension of supply.

22. Non‑Circumvention

22.1 If Kaffeina introduces a third‑party supplier, manufacturer, or service provider in connection with an Order or private-label arrangement, the Customer agrees not to approach, deal with, or engage that third party directly or indirectly for similar goods or services for a period of 24 months from the last supply.
22.2 This clause survives termination of these Terms.

23. Minimum Advertised Pricing (MAP)

23.1 If the Customer resells Products under the Kaffeina brand or private‑label agreements, it must not advertise them below the minimum advertised price (MAP) notified in writing from time to time.
23.2 Breach may lead to suspension of supply or termination of distribution rights.

24. Price Adjustment

24.1 Kaffeina may review and adjust its pricing annually or more frequently if there is a material change in input, logistics or operating costs.
24.2 Price changes will not apply to Orders already accepted in writing prior to the change.

25. Acceptance

By placing an Order or accepting Equipment on Loan, the Customer acknowledges and agrees to be bound by these Terms & Conditions, including any Loan Agreement and any schedules or variations.