Six Brothers Coffee – Terms and Conditions

These Terms and Conditions constitute a legally binding agreement between Six Brothers Coffee (“the Company,” “we,” “us,” or “our”) and any individual, entity, or legal person placing an order for green coffee beans or roasted coffee beans (“the Buyer,” “you,” or “your”). By placing an order, the Buyer explicitly accepts and agrees to be bound by these terms and conditions, which shall govern all transactions between the Company and the Buyer, irrespective of any conflicting terms or conditions presented by the Buyer, unless expressly agreed to in writing by an authorised representative of the Company.

1. General Provisions

These Terms and Conditions shall supersede any other terms, conditions, or representations, whether express or implied, unless explicitly agreed upon in writing by the Company. Any order submitted by the Buyer shall be deemed an offer to purchase green coffee beans or roasted coffee beans in accordance with these Terms and Conditions. The Company’s acceptance of such an order shall constitute a contract on these terms.

2. Payment Terms

2.1. The Company reserves the right, at its sole discretion, to modify payment terms or demand full payment prior to delivery if, in the Company’s assessment, the Buyer’s creditworthiness becomes unsatisfactory.

2.2. Should the Buyer fail to remit full payment to the Company within thirty (30) days from the due date, the Company may, without prejudice to any other rights or remedies, including claims for damages, elect to rescind the contract and dispose of or resell the green coffee beans or roasted coffee beans.

2.3. The Buyer shall pay the full purchase price for the green coffee beans or roasted coffee beans, inclusive of any applicable Goods and Services Tax (GST), without any deduction, offset, or counterclaim whatsoever.

3. Claims for Defects, Shortages, or Wrongful Delivery

3.1. Any claim by the Buyer regarding defective green coffee beans or roasted coffee beans, short delivery, or wrongful delivery must be submitted to the Company in writing within fourteen (14) days of the beans’ delivery. Time is of the essence for such notification. Failure to notify the Company within this stipulated period shall constitute an absolute waiver of the Buyer’s right to make such a claim.

3.2. No claim will be entertained if the green coffee beans or roasted coffee beans subject to the claim have been destroyed, altered (e.g., roasted by the Buyer if originally green, or further processed), or are otherwise unavailable for inspection and testing by the Company.

3.3. The Buyer is obliged to notify the Company as soon as reasonably possible of any defect in the green coffee beans or roasted coffee beans discovered post-delivery and shall undertake all reasonable steps to mitigate any loss arising from such defect. The Buyer must provide photographic evidence of the defect immediately upon detection.

3.4. Should the Buyer process, integrate, or resell the green coffee beans or roasted coffee beans (or transformed products derived therefrom, such as roasted beans from green, or ground coffee), the Buyer undertakes to impose upon the subsequent acquirer an obligation to immediately notify both the Buyer and the Company of any defect in the transformed products of which it becomes aware after delivery and to take all reasonable steps to mitigate any resultant loss.

3.5. The Company disclaims all liability for any claim if: (a) The Buyer has used, transformed, integrated, or resold such green coffee beans or roasted coffee beans without the Company’s prior written approval; (b) The Buyer has failed to afford the Company a reasonable opportunity to inspect and test the beans; or (c) The claim is made more than fourteen (14) days after delivery, unless the Buyer can demonstrably prove that the defect could not have been detected earlier through reasonable diligence.

4. Description of Goods

Any description of the green coffee beans or roasted coffee beans provided by the Company is for identification purposes only and does not constitute a sale by description. The Buyer expressly acknowledges and agrees that it bears sole responsibility for ascertaining the suitability and fitness of the Company’s green coffee beans or roasted coffee beans for the specific purpose for which the Buyer intends to use them (e.g., for further roasting, blending, grinding, or brewing). The Company shall not be liable for any failure of the beans to meet any particular fitness or use requirement of the Buyer.

5. Exclusion of Implied Terms

To the maximum extent permitted by law, all conditions, warranties, and representations, whether express or implied, arising by statute, common law, equity, trade custom or usage, or otherwise, are hereby expressly excluded.

6. Limitation of Liability and Indemnification

6.1. To the extent permitted by law, the Company’s liability for a breach of any condition or warranty that cannot be lawfully excluded is limited, at the Company’s sole option, to: (a) The replacement or repair of the green coffee beans or roasted coffee beans; (b) The supply of equivalent green coffee beans or roasted coffee beans; or (c) The cost of replacing or repairing the beans or of acquiring equivalent beans.

6.2. The Buyer agrees to release, indemnify, and hold harmless the Company, its employees, agents, and contractors, to the maximum extent permitted by law, from and against any and all liability, loss, damages, costs, and expenses whatsoever and howsoever arising (including, without limitation, from negligence or wilful misconduct on the part of the Company or others) in connection with the sale or supply of green coffee beans or roasted coffee beans by the Company.

7. Exclusion of Indirect Loss

To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, consequential, special, or punitive damages, or for any loss of profit, revenue, anticipated savings, or other economic loss, including, without limitation, any loss arising from delay, defective or faulty materials or workmanship, negligence, or any act or omission by the Company.

8. Delivery

8.1. Unless otherwise expressly agreed by the Company in writing, green coffee beans or roasted coffee beans shall be delivered ex-works (from the Company’s premises).

8.2. If the Company agrees to arrange for the dispatch of green coffee beans or roasted coffee beans to the Buyer, all associated costs of delivery shall be borne by the Buyer. Beans dispatched by the Company are at the Buyer’s sole risk, and the Company is under no obligation to insure the beans during transit.

8.3. Any delivery timeframes quoted are estimates only. The Buyer shall not be relieved of any obligation to accept or pay for green coffee beans or roasted coffee beans due to any delay in delivery.

9. Risk and Retention of Title

9.1. The risk of loss of, or damage to, the green coffee beans or roasted coffee beans shall pass to the Buyer upon delivery. The Buyer shall adequately insure the beans from the time of delivery until such time as property in the beans passes to the Buyer.

9.2. Property in, and legal and equitable ownership of, the green coffee beans or roasted coffee beans shall not pass from the Company to the Buyer until the Company has received full payment of the purchase price for the beans and all other amounts owing to the Company by the Buyer on any account whatsoever.

9.3. Until such time as property in the beans passes to the Buyer: (a) The Buyer shall hold the beans as fiduciary and bailee for the Company. (b) The beans must be stored separately from other goods and in a manner that enables them to be clearly identified as the property of the Company and cross-referenced to specific invoices. (c) The Company, its employees, or agents are entitled to enter the Buyer’s premises between 9:00 AM and 5:00 PM on any business day to inspect the beans. (d) Unless otherwise notified in writing by the Company, the Buyer is authorised to sell the beans in the ordinary course of the Buyer’s business. (e) The proceeds derived from any sale of the beans by the Buyer are to be held by the Buyer on trust for the Company.

9.4. If the Buyer incorporates the beans into a manufacturing or construction process of its own or that of a third party (e.g., roasting, blending, or grinding), the Buyer shall hold such part of the proceeds of such manufacturing or construction process as relates to the beans on trust for the Company. Such part shall be deemed to be equal in dollar terms to the amount owing by the Buyer to the Company at the time of receipt of such proceeds.

9.5. Should the Buyer fail to make payment to the Company by the due date, the Buyer must deliver the beans to the Company upon demand. If the Buyer fails to comply with such a demand, the Company, its employees, or agents are entitled: (a) To enter the Buyer’s premises at any time to do all things necessary to take possession of the beans, and the Buyer: (i) Must procure the consent of all other persons having any interest in the premises where the beans are situated to the entry of those premises by the Company, its employees, or agents; and (ii) Indemnifies the Company against any claim, loss, liability, cost, and expense that may be incurred or sustained by the Company, its employees, or agents as a result of the entry of those premises where the beans are situated. (b) With or without taking possession of the beans, to sell them as the Company deems fit. The Buyer must reimburse the Company for all costs and expenses incurred by the Company, including legal advisers’ fees (on a solicitor/own client basis), mercantile agents, and other agents acting on the Company’s behalf, in respect of any enforcement of these Terms and Conditions or the recovery or attempted recovery of monies owed or possession of the beans.

9.6. The Buyer’s right to hold and sell the beans shall immediately cease if an administrator, controller (as defined in section 9 of the Corporations Act 2001 (Cth)), or similar officer is appointed over all or any assets or undertaking of the Buyer, or if an order is made or a resolution passed for the winding up of the Buyer, or if the Buyer is deregistered. In any such event, and without the need for notice or demand by the Company, the Buyer acknowledges that any sale or purported sale of the beans will not be in the ordinary course of the Buyer’s business, and the proceeds of any beans sold in such circumstances shall be held on trust for the Company by the administrator, controller, or similar officer, or if no such officer, by the Buyer.

9.7. The Buyer acknowledges and agrees that, by accepting these terms, the Buyer grants the Company a security interest over the green coffee beans or roasted coffee beans, any other products of which the beans may form a component, and their proceeds (by virtue of the retention of title in this clause) and consents to the Company registering a Financing Statement in accordance with the Personal Property Securities Act 2009 (Cth) (“PPSA”).

9.8. The Buyer, at its own cost, must execute all documents and take all steps as the Company may reasonably require in connection with the registration, perfection, and enforcement of this purchase money security interest.

9.9. The Buyer waives its right to be provided with verification statements pursuant to section 148 of the PPSA, and the parties agree to contract out of the PPSA to the extent permitted by section 107 of the PPSA.

9.10. It is further agreed that where the Company possesses rights in addition to those granted under Chapter 4 of the PPSA, those rights shall continue to apply and, in particular, shall not be limited by section 123 of the PPSA.

9.11. The Buyer must pay: (a) The costs, charges, and expenses of and incidental to the need for or desirability of registration of a financing statement or financing change statement or any action taken by the Company to comply with the PPSA (including complying with a demand given under section 178 of the PPSA) or to protect its position under the PPSA; and (b) Any costs incurred by the Company, including all reasonable legal costs, arising from any disputes or negotiations with third parties claiming an interest in any green coffee beans or roasted coffee beans supplied to the Buyer.

9.12. Unless the context requires otherwise, the terms and expressions used in this Clause 9 shall have the meanings given to them in, or by virtue of, the PPSA.

9.13. If any provision of this Clause 9 is prohibited or unenforceable in any jurisdiction, it shall be ineffective as to that jurisdiction to the extent of the prohibition or unenforceability. This shall not invalidate the remaining provisions of this Clause 9 nor affect the validity or enforceability of that provision in any other jurisdiction.

10. Performance and Representations

The Buyer acknowledges that neither the Company nor any person purporting to act on its behalf has made any representation, promise, or undertaking, whether express or implied, which is not explicitly set forth in writing in these Terms and Conditions or an accompanying written agreement. The Buyer confirms that it has not relied upon any such unwritten representations.

11. Intellectual Property and Indemnity

11.1. The Buyer warrants that any design, specification, or instruction furnished to the Company will not cause the Company to infringe any patent, registered design, trademark, or copyright in the execution of the Buyer’s order.

11.2. The Buyer indemnifies and holds harmless the Company against any claim, loss, liability, cost, and expense that may be incurred by the Company as a result of any infringement or unauthorised use of patents, trademarks, designs, or copyright arising out of the manufacture, supply, or use of the goods in accordance with the Buyer’s instructions or specifications.

11.3. The sale and purchase of the goods hereunder do not confer upon the Buyer any license or rights under any patents, trademarks, or copyrights that are the property of the Company.

12. Instalments

Unless otherwise agreed in writing, the Company reserves the right to deliver goods by instalments. Each instalment shall be deemed to be sold under a separate contract. The Company’s failure to deliver any single instalment shall not entitle the Buyer to cancel the balance of the order. Should the Buyer default in payment for any instalment, the Company may elect to treat such default as a breach of contract pertaining to all other instalments.

13. Returns Policy

13.1. No returns will be accepted unless explicitly authorised in writing by the Company. Returned goods must be received in the same condition as they were dispatched by the Company. No credit or other notes will be issued for any goods returned without such prior written approval.

13.2. Should the Buyer claim a defect in the goods and no defect is subsequently found by the Company upon inspection, the Company shall be entitled to charge fees equivalent to those applicable for a cancelled order, in addition to all inspection costs and transportation expenses incurred for the return of the goods to the Company’s warehouse and subsequent redelivery of the goods and/or delivery of any replacement goods.

13.3. All authorised returns must be packaged appropriately to prevent damage during transit and must be clearly labelled with the Buyer’s address, the Company’s details, and the relevant permission or return number provided by the Company. All goods shall remain at the Buyer’s risk until collected by the Company.

14. Cancellation by Buyer

If the Buyer cancels any order or refuses to accept all or any of the goods in an order, except in circumstances expressly permitted by these Terms and Conditions, the Buyer shall be liable for any resulting damage or loss suffered by the Company. If the goods have been specifically purchased or are in the process of being manufactured or produced specifically for the Buyer, the Buyer shall pay to the Company, as liquidated damages, the full contract price of the goods and any costs incurred by the Company (including, but not limited to, any GST), less the current scrap value of the goods as determined by the Company.

15. Interest on Overdue Payments

Without prejudice to any other rights or remedies available to the Company, if any payment is not made within seven (7) days of its due date, the Buyer shall be deemed to be in default. Without limiting any other rights of the Company, the Buyer must pay to the Company, by way of liquidated damages, interest at a rate of 2% per annum above the Company’s overdraft rate at the relevant time (as certified by an officer of the Company) on the outstanding amount, calculated daily from the due date for payment until payment is made in full.

16. Force Majeure

If either party is prevented, wholly or in part, from performing its obligations (other than an obligation to pay money) as a result of an event of Force Majeure, that party must provide prompt written notice to the other party detailing the Force Majeure event and its anticipated duration. The obligations of the party so prevented shall be excused during such period of delay, and such party shall take reasonable steps to mitigate the effect of such cause as rapidly as possible. For the purposes of this clause, “Force Majeure” means any event beyond the reasonable control of a party, including but not limited to acts of God, war, terrorism, natural disasters, epidemics, pandemics, government restrictions, industrial disputes, and severe disruptions to transportation or utilities.

17. Governing Law and Jurisdiction

This Agreement, and all contracts arising from it, shall be governed by and construed in accordance with the laws of Queensland, Australia. Each party irrevocably submits to the non-exclusive jurisdiction of the Courts of Queensland, Australia, and any courts which may hear appeals from those courts.