- The Customer wishes to place an order to purchase Products.
- If Kaffeina Group accepts an order to purchase Products, Kaffeina Group agrees to supply those Products to the Customer on these terms and conditions.
(a) The Customer may place an order for one or more of the Products.
(b) If Kaffeina Group accepts an Order, then:
(i) subject to payment of the Purchase Price, Kaffeina Group sells to the Customer the Products contemplated by that Order; and
(ii) the Customer buys the Products contemplated by that Order for the Purchase Price.
(c) For clarity, Kaffeina Group may elect not to accept an Order.
(d) Prices are as per the B2B site and may change from time to time. Kaffeina is under no obligation to communicate changes in pricing to the Customer prior to any changes of pricing.
- Purchase Price
(a) The Customer agrees to pay the Purchase Price (including delivery fees) for the Products at the time the Order is accepted. Prices are as per the B2B site and may change from time to time. Kaffeina is under no obligation to communicate changes in pricing to the Customer prior to any changes of pricing.
(b) If Kaffeina Group elects not to accept an Order, then Kaffeina Group will endeavour to promptly refund to the Customer any amounts paid by the Customer for that Order.
(c) Kaffeina Group, or its nominated representative, will deliver the Products to the address nominated by the Customer at the time of Order ('Delivery Address'). In the event that there is no one at the Delivery Address at the time the Products are delivered, the Customer consents to the Products, where possible, being left unattended at the Delivery Address.
(d) Delivery of Products under clause 2(c) is:
(i) free to Metro Sydney and Melbourne for all Orders of $200 (inclusive of GST) or more; and
(ii) otherwise charged at the cost of delivery for the relevant Order as specified on the Website, or if no cost of delivery is specified on the Website, at the cost of delivery charged to Kaffeina Group by its freight provider for the Order.
(e) The Customer must pay the full Purchase Price for an order on issue of the official Invoice within the agreed payment terms.
(a) The Customer must pay all stamp duty, taxes, duties, government charges and other taxes of a similar nature (including fines, penalties and interest) imposed, levied, assessed or payable in Australia or overseas in connection with these terms and conditions.
(b) The consideration for a Supply made under or in connection with these terms and conditions includes GST.
(c) If a Supply made under or in connection with these terms and conditions is a Taxable Supply, then at or before the time the consideration for the Supply is payable, the GST Act Supplier must:
(i) give the Recipient a Tax Invoice for the Supply; and
(ii) the GST Act Supplier warrants that the Supply to which the Tax Invoice relates is a Taxable Supply and that it will remit the GST (as stated on the Tax Invoice) to the Australian Taxation Office
(d) In clauses 3(b) and 3(c):
(i) capitalised terms that are not defined in clause 12(a) have the meaning given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth); and
(ii) Supplier means the entity making the Supply.
(a) The Customer must only use the Products in accordance with the applicable Specification.
(b) The Customer agrees and acknowledges that:
(i) the colour of the Products as pictured on the Website may vary depending on the Customer's computer monitor; and
(ii) the Products as pictured on the Website may vary from time to time.
- Return of Products
(a) Without limiting clause 7, if the Customer is not satisfied with a Product, it may request replacement of or a refund for the Product by calling Kaffeina Group within 31 days of the Order date.
(b) If the Customer makes a request contemplated by clause 5(a) and Kaffeina Group considers that the request has been made in good faith, Kaffeina Group may arrange for collection of the relevant Product from the address nominated by the Customer in the Order and in its discretion either:
(i) replace the Product; or
(ii) provide the Customer with a refund of the Purchase Price for the Product.
- Title and Risk
(a) All Products delivered by Kaffeina Group to the Customer under these terms and conditions remain the property of Kaffeina Group until the Customer has paid the Purchase Price for the Products and all money due to Kaffeina Group by the Customer is paid in full.
(b) The Customer bears the risk relating to the Products from the time the Products are dispatched by Kaffeina Group.
(c) Upon taking possession of the Products before full payment of the Purchase Price has been made to Kaffeina Group, the Customer must store the Products:
(i) separately from other goods of the Customer, so that the Products are not mixed with those other goods; and
(ii) in such a way that the Products are recognisable as the property of Kaffeina Group.
(d) The Customer acknowledges that these terms and conditions creates a security interest under the PPSA in the Products and any other products to be supplied in the future and the Customer consents to Kaffeina Group effecting a registration on the PPSA register in relation to any security interest contemplated by these terms and conditions. The Customer agrees to pay all costs, expenses and other charges incurred, expended or payable by Kaffeina Group in relation to the filing of a financing statement or financing change statement in connection with these terms and conditions.
(e) The Customer must not charge the Products in any way or grant or otherwise give any interest in the Products while it remains the property of Kaffeina Group, nor allow any third party to acquire a security interest in the Products.
(f) Kaffeina Group may allocate payments made by the Customer to Kaffeina Group under these terms and conditions, or any other agreement with Kaffeina Group, to any obligation owed by the Customer to Kaffeina Group.
(g) If the Customer fails to comply with any obligation under these terms and conditions, then without limiting the remedies available to Kaffeina Group:
(i) upon request by Kaffeina Group, the Customer must return the Products and any other products on which there are outstanding amounts owing;
(ii) the Customer authorises Kaffeina Group and any person authorised by Kaffeina Group, to enter premises where the Products, or other products owned by Kaffeina Group, may be located to take possession of the Products and other products owned by Kaffeina Group; and
(iii) Kaffeina Group may retain, sell or otherwise dispose of the Products or other products owned by Kaffeina Group.
(h) The Customer agrees to the extent permitted under the PPSA, the Customer has no right:
(i) to receive notice of removal of an accession under the PPSA;
(ii) under Chapter 4 of the PPSA; or
(iii) under the PPSA to receive a copy of any verification statement or financing change statement under the PPSA.
(i) The Customer must unconditionally ratify any actions taken by Kaffeina Group under this clause 6.
(j) In this clause 6, the following words have the respective meanings given to them in the PPSA: account, proceeds, purchase money security interest, register, registration, security interest and verification statement.
(k) Each party agrees to keep PPSA Information in strict confidence and not disclose that information, except in circumstances required by sections 275(7)(b) or (e) PPSA, provided that where sections 275(7)(b) or (e) require such disclosure, the party that is required to disclose the information gives all available notice to the other party to allow that party to legally challenge the required disclosure and takes all available steps (whether required by the other party or not) to maintain such PPSA Information in confidence.
(l) Each party agrees not to authorise the disclosure of any PPSA Information to any third party pursuant to section 275(7)(c) PPSA or request information under section 275(7)(d) PPSA unless the other party to these terms and conditions explicitly agrees.
(a) Subject to clauses 7(c) and 7(d), any liability of Kaffeina Group for any loss or damage, however caused (including by the negligence
of Kaffeina Group), suffered by the Customer in connection with a Product is limited to the lesser of:
(i) the Purchase Price for that Product; and
(b) The limitation set out in clause 7(a) is an aggregate limit for all claims, whenever made.
(c) Subject to clause 7(d), Kaffeina Group is not liable for any Consequential Loss however caused (including by the negligence of Kaffeina Group), suffered or incurred by the Customer in connection with a Product.
(d) If the Competition and Consumer Act 2010 (Cth) or any other legislation states that there is a guarantee in relation to any good or service supplied by Kaffeina Group in connection with these terms and conditions and Kaffeina Group's liability for failing to comply with that guarantee cannot be excluded but may be limited, then clauses 7(a), 7(c) and 8 do not apply to that liability and instead Kaffeina Group's liability for such failure is limited to, in the case of a supply of goods, Kaffeina Group replacing the goods or supplying equivalent goods or repairing the goods, or in the case of a supply of services, Kaffeina Group supplying the services again or paying the cost of having the services supplied again.
(e) Kaffeina Group is not liable for any loss or damage however caused where the Customer has requested the Products be:
(i) left unattended on site;
(ii) delivered to an address different to the one nominated on the Order; or
(iii) delivered to a freight forwarder.
The Customer is liable for, and indemnifies Kaffeina Group from and against, all loss or damage (including legal costs) incurred or suffered by Kaffeina Group however caused in connection with:
(a) any use of the Products other than in accordance with the Specification;
(b) personal injury or death of any person (including any employee of the Customer) in connection with the use of the Products;
(c) damage to property in connection with the use of the Products;
(d) Kaffeina Group exercising its rights under clause 6 or attempting to do so; or
(e) any act or omission of the Customer, its officers, employees or agents.
- Intellectual Property Rights and Rebranding
The Customer acknowledges and agrees that nothing in these terms and conditions grants the Customer any intellectual property rights (including copyright, trademarks, patents and designs) in the Products or any other intellectual property rights of Kaffeina Group.
- Merger and Survival
(a) The rights and obligations of the parties under these terms and conditions do not merge on completion of any transaction contemplated by these terms and conditions.
(b) Termination of these terms and conditions will not affect clauses 4, 5, 6, 8 and 9 and any other clause of these terms and conditions which is expressly or by implication intended to come into force or continue after termination.
(a) The laws of Victoria, Australia govern these terms and conditions.
(b) Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Queensland, Australia and courts competent to hear appeals from those courts.
(c) The Customer must not assign, in whole or in part, or novate the Customer's rights and obligations under these terms and conditions without the prior written consent of Kaffeina Group.
(d) Kaffeina Group may subcontract its obligations under these terms and conditions.
(e) Where these terms and conditions contemplate that a party may consent to, elect, determine, approve, nominate, decide or consider any matter or thing, that party may provide such consent or make such election, determination, approval, nomination, decision or consideration in its absolute discretion and conditionally or unconditionally without being required to give reasons or act reasonably, unless these terms and conditions expressly require otherwise.
(f) Each provision of these terms and conditions will be read and construed as a separate and severable provision or part and if any provision is void or otherwise unenforceable for any reason then that provision will be severed, and the remainder will be read and construed as if the severable provision had never existed.
(g) These terms and conditions represent the parties' entire agreement, and supersedes all prior representations, communications, agreements, statements, conduct and understandings, whether oral or in writing, relating to its subject matter.
(h) The rights and obligations of the parties under these terms and conditions do not merge on completion of any transaction contemplated by these terms and conditions.
- Definitions and Interpretation
(a) In these terms and conditions:
Consequential Loss means consequential loss, indirect loss, loss of revenues, loss of reputation, loss of profits, loss of actual or anticipated savings, loss of bargain, lost opportunities (including opportunities to enter into arrangements with third parties) and loss or damage in connection with claims against the Customer by third parties.
Customer means you.
Metro has the meaning given to that term by Kaffeina Group's freight company.
Order has the meaning given to that term under clause 1(a).
Personal Information means information or an opinion (including information or an opinion forming part of a database), whether true or not, and whether recorded in a material form or not, about an individual whose identity is apparent, or can reasonably be ascertained, from the information or opinion.
PPSA means Personal Property Securities Act 2009 (Cth).
PPSA Information means any information or documents (including copies of such documents), which are in existence or may be entered into in the future, of the kind mentioned in section 275(1) PPSA.
Products means the products ordered by the Customer under clause 1(a) and which Kaffeina Group accepts an Order.
Purchase Price in respect of a Product, means the purchase price and cost of delivery for that Product specified on the Website.
Kaffeina Group means Kaffeina Group Pty Ltd ACN 152310999.
Specification means the specification provided to the Customer by Kaffeina Group in respect of each Product (if any), as amended by Kaffeina Group from time to time.
Website means www.kaffeina.com.au
In these terms and conditions:
(i) the meaning of any general language is not restricted by any accompanying example, and the words 'includes', 'including', 'such as' or 'for example' (or similar phrases) do not limit what else might be included;
(ii) no rule of construction applies in the interpretation of these terms and conditions to the disadvantage of the party preparing the document on the basis that it put forward this document or any part of it; and
(iii) a reference to a party is a reference to Kaffeina Group or the Customer, and a reference to the parties is a reference to both Kaffeina Group and the Customer.