Terms of service.
The Moak Coffee NZ website located at moakcoffee.co.nz is a copyrighted work belonging to Vujade Coffee Co Ltd and Vujade Imports Ltd, hereafter, the “Company”. Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features.
All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
These Terms of Use described the legally binding terms and conditions that oversee your use of the Site. BY LOGGING INTO THE SITE, YOU ARE BEING COMPLIANT THAT THESE TERMS and you represent that you have the authority and capacity to enter into these Terms. YOU SHOULD BE AT LEAST 18 YEARS OF AGE TO ACCESS THE SITE. IF YOU DISAGREE WITH ALL OF THE PROVISION OF THESE TERMS, DO NOT LOG INTO AND/OR USE THE SITE.
1, Access to the Site
SUBJECT TO THESE TERMS. Company grants you a non-transferable, non-exclusive, revocable, limited license to access the Site solely for your own personal, noncommercial use.
CERTAIN RESTRICTIONS. The rights approved to you in these Terms are subject to the following restrictions: (a) you shall not sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site; (b) you shall not change, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site must be retained on all copies thereof.
Company reserves the right to change, suspend, or cease the Site with or without notice to you. You approved that Company will not be held liable to you or any third-party for any change, interruption, or termination of the Site or any part.
NO SUPPORT OR MAINTAINANCE. You agree that Moak Coffee NZ will have no obligation to provide you with any support in connection with the Site.
Excluding any User Content that you may provide, you are aware that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Company or Company's suppliers. Note that these Terms and access to the Site do not give you any rights, title or interest in or to any intellectual property rights, except for the limited access rights expressed in Section 2.a. Company and its suppliers reserve all rights not granted in these Terms.
2, Third-Party Links & Ads; Other Users
a, THIRD - PARTY LINKS & ADS. The Site may contain links to third-party websites and services, and/or display advertisements for third-parties. Such Third-Party Links & Ads are not under the control of Moak Coffee NZ, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party's terms and policies apply, including the third party's privacy and data gathering practices.
b, OTHER USERS. Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.
You hereby release and forever discharge the Company and our officers, employees, agents, successors, and assigns from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature, that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site.
c, COOKIES AND WEB BEACONS. Like any other website, Moak Coffee NZ uses ‘cookies'. These cookies are used to store information including visitors' preferences, and the pages on the website that the visitor accessed or visited. The information is used to optimize the users' experience by customizing our web page content based on visitors' browser type and/or other information.
d, GOOGLE DOUBLECLICK DART COOKIES. Google is one of a third-party vendor on our site. It also uses cookies, known as DART cookies, to serve ads to our site visitors based upon their visit to www.website.com and other sites on the internet. However, visitors may choose to decline the use of DART cookies by visiting the Google ad and content network Privacy Policy at the following URL – https://policies.google.com/technologies/ads
e, OUR ADVERTISING PARTNERS. Some of advertisers on our site may use cookies and web beacons. Our advertising partners are listed below. Each of our advertising partners has their own Privacy Policy for their policies on user data. For easier access, we hyperlinked to their Privacy Policies below.
3, Disclaimers
The site is provided on an "as-is" and "as available" basis, and company and our suppliers expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We and our suppliers make not guarantee that the site will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. If applicable law requires any warranties with respect to the site, all such warranties are limited in duration to ninety (90) days from the date of first use.
Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.
4, Limitation on Liability
To the maximum extent permitted by law, in no event shall company or our suppliers be liable to you or any third-party for any lost profits, lost data, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to these terms or your use of, or incapability to use the site even if company has been advised of the possibility of such damages. Access to and use of the site is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system, or loss of data resulting therefrom.
To the maximum extent permitted by law, notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to this agreement, will at all times be limited to a maximum of fifty NZD dollars (NZD $50). The existence of more than one claim will not enlarge this limit. You agree that our suppliers will have no liability of any kind arising from or relating to this agreement.
Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
TERM AND TERMINATION. Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms.
5, Copyright Policy.
Company respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination of users of our online Site who are repeated infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification must be provided to our designated Copyright Agent:
your physical or electronic signature;
identification of the copyrighted work(s) that you claim to have been infringed;
identification of the material on our services that you claim is infringing and that you request us to remove;
sufficient information to permit us to locate such material;
your address, telephone number, and e-mail address;
a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.
6, General
These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earliest of thirty (30) calendar days following our dispatch of an e-mail notice to you or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
NOTICE REQUIREMENT AND INFORMAL DISPUTE RESOLUTION. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: 102 Hurstmere road, Takapuna, Auckland 0622. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award to which either party is entitled.
WAIVER OF JURY TRIAL. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less expensive than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
WAIVER OF CLASS OR CONSOLIDATED ACTIONS. All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis, and claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.
CONFIDENTIALITY. All aspects of the arbitration proceeding shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
SMALL CLAIM COURT. Nonetheless the foregoing, either you or the Company may bring an individual action in small claims court.
ELECTRONIC COMMUNICATION. The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal obligation that such communications would satisfy if it were be in a hard copy writing.
ENTIRE TERMS. These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation". If any provision of these Terms is held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
YOUR PRIVACY. Please read our Privacy Policy.
COPY RIGHT / TRADEMARK INFORMATION Copyright©. All rights reserved. All trademarks, logos and service marks displayed on the Site are our property or the property of other third-parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
7, Contact Information
Address: 102 Hurstmere road, Takapuna, Auckland 0622
Email: moakcoffeenz@gmail.com
8, Pricing
All prices are in New Zealand Dollars and are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or any third-party for any modification, price change, suspension or discontinuance of the Service.
We reserve the right but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer.
All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
9, Color / Images Disclaimer
We have made every effort to display as accurately as possible the colors, descriptions and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
10, Office Accounts
We supply our coffee to offices around New Zealand & Australia.
Any business can qualify to be an office account providing they submit an application form and are approved by our internal teams. Office accounts do not have the right to on-sell our coffee, and must regularly monthly purchase a one kilo minimum of coffee.
We have the right to cease office wholesale supply to any customers if you do not consent to these terms.
11, Wholesale Account
1.Application
The Terms apply to each contract, transaction or arrangement arising in respect of the supply of Goods or services by us to You. These Terms supersede any previous written or oral agreements or understandings (if any) entered into between us and You in connection with the supply of Goods or services.
2.Offer and Acceptance
a, In acceptance of the Customer Order, You warrant that You have not relied on any representation by Moak Coffee NZ other than as supplied in writing in that order.
b, We may in our absolute discretion agree to provide credit to You on terms set out in our Credit Application and Security Agreement documentation or such other terms determined by us. You are deemed to have accepted our credit terms (include those terms set out in our Credit Application and Security Agreement documentation (or such other documentation provided by us)) where You place any order or otherwise deal with us after receiving the agreement(s).
c, We may in our absolute discretion require You to complete a deed of guarantee and indemnity before the supply of Goods or services.
d, You acknowledge that all purchases are made relying solely upon Your own skill and judgment.
3. Prices
a, Prior to the acceptance by us of Your Customer Order, we reserve our right to vary prices at any time by giving notice by any means to You to reflect increased supply costs or expenses or like costs.
b, Unless otherwise expressly stated, the quoted price for Goods excludes the costs of transportation of any Goods to the Site.
4. Payment
a, You must, within the time specified in Your Customer Order pay Vujade Coffee Co Ltd trading as Moak Coffee NZ the total amount set out in any and all invoices provided by us to You in full and with no deduction or set-off. If no time is specified with the Customer Order or invoice delivered to You, payment of the amount specified in the Customer Order or invoice is payable within 7 days from delivery of the Goods.
b, At our sole discretion:
a deposit or deposits may be required prior to the Goods being delivered;
we may require You to pay in cash;
we may agree to supply credit to customers/You in accordance with our Credit Application and Security Agreement documentation (Credit Account Customers).
c, If a deposit is so requested by us, You acknowledge that we are under no obligation to supply Goods or provide you with services until the deposit is received by us in full.
d, Unless otherwise notified by us, where payments are made by credit card, a surcharge of 1.2% will apply to all payments made by Visa Card or Master Card., we do not accept American Express cards. However, no surcharge will apply to payments made via EFT (Electronic Funds Transfer) directly to our bank account.
e, Credit Account Customers are required to pay all amounts for purchases, in full and with no deduction or set-off, within 7 days from delivery of Goods made to that Credit Account Customer or its agent or such other date notified by us.
f, If You (including a Credit Account Customer) fail to make any payment by the due date, all monies owing to Moak Coffee will become immediately due and payable, and we may in our discretion:
refuse, change or withdraw the credit account for You;
cease to provide Goods, or withhold delivery of Goods, until all monies have been paid in full.
g, Interest on overdue amounts may be charged at a rate of 1.5% per calendar month or part thereof and You will be liable for, and expressly undertake to pay, all such interest.
h, Should it be considered necessary by us to incur legal or other expenses, including any such expenses to any debt collection agency, in obtaining, or attempting to obtain, payment for any amount due by You, You will be liable for all such expenses.
i, Amounts received by us may be applied first against interest, charges and expenses.
j, Any payment made by You or on Your behalf which is later avoided by the application of any legislation or regulation or law shall be deemed not to discharge Your indebtedness and, in such an event, the parties are to be restored to rights which each respectively would have had if the payment had not been made.
k, You are liable for, and expressly undertake to pay, all fees (including an including an administration fee in an amount to be set from time to time by us) incurred as a result of a cheque or electronic banking transaction being dishonored for whatever reason.
l, If You provide us with details of Your credit card then:
You warrant that You are authorized holder of that credit card; and
You authorize us, and You warrant that You have the power to authorize us, to debit, deduct from, or otherwise charge, that credit card for any monies owing to Moak Coffee NZ.
You agree to indemnify Moak Coffee NZ and keep Moak Coffee NZ indemnified from and against any liability and any loss or damage Moak Coffee NZ may sustain as a result of breach of any of the warranties.
6. Delivery and Supply of Goods and Returns
a, Delivery of any Goods occurs when the Goods is delivered by us to You or our agent, or to a storage location designated by You, unless otherwise agreed in writing between You and Moak Coffee NZ.
b, Delivery dates of Goods are estimates only. We will not be liable for any loss for failure to deliver Goods by the date stated by us.
c, You must promptly supply us with all information necessary to deliver the Goods.
d, Notwithstanding the Retention of Title provisions as per of these Terms, the risk in Goods will pass to You upon delivery of those Goods to You or a place nominated by You.
e, We may without liability to You delay or cease delivery, or restrict the supply, of any Goods to You and You acknowledge that we are not liable for such delay or restriction.
f, You may cancel the delivery of Goods within 24hours before we have arranged delivery of these Goods to You or a person nominated by You.
g, If You cancel delivery of Goods, You will be liable for any costs incurred by us up to the time of the cancellation including, but not limited to, any re-stocking fees incurred by us.
h, Returns will be accepted only if prior arrangements have been made with the Company and charges, including but not limited to re-stocking fees, may apply.
7, Insurance of Goods
a, You must insure the Goods (which includes Equipment) to their full insurable value against loss or damage by fire, burglary, theft, lightning explosion, earthquake, riot, impact of vehicles water damage, flood consequential loss and such other insurable risks as we may reasonably require and notify to You.
b, You must also obtain insurance for loss and other consequential losses arising from breakdown of Equipment.
c, If requested at any time by us, You must:
produce receipts, insurance certificates or other evidence of payment of the premiums or other fees;
in respect of the Equipment - note us as an interested party on Your insurance policy/polices; and
make an insurance claim if that claim may benefit any loss suffered by us. You must pass on any benefit obtained from that insurance claim to us to cover any loss suffered by us.
d, You agree to indemnify Moak Coffee NZ and keep Moak Coffee NZ indemnified from and against any liability and any loss or damage Moak Coffee NZ may sustain as a result of breach in this terms & conditions.
8, Equipment
a, If we provide Equipment to You by way of hire or lease or such other arrangement agreed to between us (Equipment Lease), then the following sections apply.
b, The rental term is:
the period referred to in Your Customer Order; or
in any other case – the period commencing on the date that You receive the Equipment (Receipt Date) and ending on the earlier of:
-the date that You cease to acquire coffee from us;
-upon 24 hours’ notice from us to You
provided that the rental term may terminate earlier
c, During the Rental Term or whilst You are in possession or control of the Equipment (whichever period is longer), You:
must pay us the equipment rental fee (if any) in the amount and manner described in Your Customer Order (Rental Fee); and
are liable for any loss resulting from, or damage caused to, the Equipment; and
must maintain insurance in respect of the Equipment.
d, We may provide You with the Equipment free of charge during the Rental Term subject to You meeting the Minimum Order requirements described in Your Customer Order. If at any time You do not meet the Minimum Order then we may (in or discretion) charge you a rental fee.
e, All coffee used in the Equipment must be purchased from us.
f, Notwithstanding any other provision of these Terms, the Equipment shall at all times remain our property and is returnable on demand to us pursuant to these Terms. At no time, shall title in the Equipment pass to You unless otherwise agreed to in writing between You and us.
g, During the Rental Term you must (at Your cost):
maintain and service the Equipment to our satisfaction (including the replacement of seals, filters, grinding discs and hoses); and
follow any installation, operation, cleaning or maintenance program or process directed by us; and
repair or fix Equipment caused by unauthorized servicing, extraordinary wear and tear, alteration, tampering with parts, misuse, negligence, fire, theft, loss or damage.
If the Equipment (or any part of the Equipment) is returned to us, or we otherwise take possession of Equipment (or any part of the Equipment), before the expiration of the Rental Term (Returned Equipment), You acknowledge that You are liable to pay us the rental fees that relate to the Returned Equipment until:
-the expiration of the Rental Term; or
-the date that we re-hire or re-lease the Returned Equipment
whichever occurs first.
i, In addition to the costs referred to above, we may charge you a service fee (if any) described in Your Customer Order (Service Fee) on each occasion that we arrange, or undertake, the maintenance or servicing of the Equipment. You must pay us the Service Fee immediately after the completion of such maintenance by us or our representatives.
j, You are also liable for the following costs:
our costs in arranging the Equipment to be delivered and installed at the Site (Setup Costs). Unless otherwise stated by us, the Setup Costs is equal to $550.00 NZD (plus GST) plus delivery fees. You must pay us the Setup Costs immediately after the Equipment has been installed at the Site;
our costs in arranging the Equipment to be removed and uninstalled from the Site (including delivery costs of the Equipment to us) (Removal Costs). Unless otherwise stated by us, the Removal Costs is equal to $550.00 NZD (plus GST) plus delivery fees. You must pay us the Removal Fee immediately after the Equipment has been installed at the Site.
k, If You do not return the Equipment to us in the condition in which it was delivered, except for normal wear and tear, we retain the right to charge the price of repair or replacement of the Equipment.
l, You must not remove the Equipment from the Site in which the Equipment was initially delivered or installed without the prior written consent of Moak Coffee NZ.
m, Except as required by law, we will not be liable for any direct, indirect, consequential or incidental damage to Your business or property or for injuries to any person which may result from the use of the Equipment.
n, You agree to indemnify us, and keep us indemnified, against all costs and 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 Equipment. Further, You will not use the Equipment nor permit it to be used in such a manner as would permit an insurer to decline any claim.
o, You must immediately notify us if You intend to sell, transfer or close Your business or if the Site is due to close or otherwise become inaccessible (for any period exceeding 14 days) (Advisable Events). These Terms (and our arrangement) will be deemed to have terminated with immediate effect if:
-an Advisable Event occurs; or
-in our reasonable opinion, an Advisable Event is likely to occur.
p, Except as provided for in this clause, this clause does not limit the application of any other provision of these Terms.
q, If You maintain possession or control of the Equipment after the expiration of the rental term referred to in clause 8.b, You will be deemed to hold the Equipment on a month to month basis on the same terms and conditions contained in these Terms (Monthly Arrangement). In respect of terminating this arrangement:
You can terminate the Monthly Arrangement at any time upon given us 30 days written notice to terminate the Monthly Arrangement (in which case the Monthly Arrangement will end 30 days from the date of that written notice).
We can terminate the Monthly Arrangement at any time upon given You upon 24 hours’ notice to terminate the Monthly Arrangement (in which case the Monthly Arrangement will end 24 hours from the date of that notice).
For the avoidance of doubt, You must continue to pay the rental fees during the period of the Monthly Arrangement.
r, If You are in breach of your obligations under these Terms (including your obligations under this terms), then we may terminate the Equipment Lease upon 24 hours’ notice to You. You must immediately return the Equipment to us in accordance with our directions if any of the following occur:
you are in breach of these Terms;
our arrangement with You ends for any reason; or
the Equipment Lease is terminated or ends for any reason.
s, To the extent of any inconsistencies between the terms of this clause 8 and the other terms of these Terms, the terms in these clause 8 will prevail.
9, Access
You must allow us access to the Site:
at any time to inspect the condition of the Goods (including the Equipment) subject to 24 hours’ notice by us to You;
at any time upon the termination of these Terms (or our arrangement with You) to collect the Equipment and any other Goods which You have not paid for;
within 7 days of the expiry of the Rental Term to collect the Equipment (if applicable).
10, Warranty
a, Any warranty as to the Goods on the part of You is limited to the written warranty provided by the manufacturer of those Good. Warranty does not include routine maintenance services of Equipment.
b, We reserve our right to make null and void the warranty should the Goods be modified, altered, damaged or put to any undue stress other than in the way the Goods were designed to perform.
c, We warrant that Goods supplied shall be of merchantable quality provided that the Goods are used for their intended purpose. Where the Good is used contrary to any reasonable instructions provided by us the warranty is excluded.
d, Without limiting clause 10.c, and to the extent permitted at law, we expressly exclude all statutory warranties including but not limited to all warranties relating to title, defects or conformity of the Goods.
e, Notwithstanding any other provision of these Terms, in no circumstance (whatever the cause) are we liable in contract, tort including without limitation, negligence or breach of statutory duty or otherwise to compensate You for:
any increased costs or expenses;
any loss of profit, revenue, business, contracts or anticipated savings;
any loss or expense resulting from a claim by a third party; or
any loss or damage, including any consequential loss or damage, arising from any delay in delivery or failure to deliver any Goods or service, either whole or in part, due to circumstances beyond our control or for any other reason in connection with these Terms.
f, We do not give, and You acknowledge that You do not rely on, any warranty, representation or undertaking as to the fitness, quality, condition or suitability of the Goods for Your business or for any other purpose.
11, Intellectual Property Indemnity
a, All intellectual property created by or on behalf of us in relation to the supply of the Goods by us will be and remain the sole property of Moak Coffee NZ. You do not acquire any rights in our intellectual property under these Terms, other than the right to use such intellectual property within Your business, and You agree that You will not exploit, replicate, reverse-engineer or use for any other purpose our intellectual property or any materials or documents in which the intellectual property is recorded.
b, You acknowledge that all technical information, advice, know-how, drawings, designs and samples submitted to You by are confidential and the proprietary information of Moak Coffee NZ. You will keep all such information secret and confidential and will not disclose it or any part thereof to any person without the express written authority of us.
12, Marketing materials
You grant us the right to:
take photographs, film, videotape or other images of the Goods located at Your premises, and to use, reproduce, publish, edit, modify, dispose of or otherwise deal with those images; and
reproduce and publish Your name and trademarks, and disclose the fact that we have provided Goods to You.
13, Confidentiality
a, You must keep confidential all confidential information (Confidential Information) of Moak Coffee NZ that comes into Your possession or control in connection with these Terms or otherwise (including without limitation the intellectual property and proprietary information referred to in clause 11).
b, The obligations of confidentiality under these Terms do not extend to information that:
is public knowledge (otherwise than as a result of a breach of these Terms); or
is required by law to be disclosed.
c, You must promptly return to us all Confidential Information upon request.
14, Cancellation
a, We may cancel or postpone delivery of Goods at any time before Goods are delivered by giving notice to You by any means.
b, You acknowledge and agree that we are not be liable for any losses or damages, including any consequential losses or damages, as a result of any cancellation or postponement.
15, Retention of Title
a, Subject to clause 8, Title in all the Goods supplied shall remain vested in us and shall not pass to You until all monies owing to us by You together with all collection, repossession and/or legal costs incurred have been paid in full. If any of the Goods are damaged or destroyed prior to the title passing to the Customer, we are entitled, without affecting any other rights and remedies under this agreement, to any insurance proceeds payable for the Goods in accordance with the PPS Act.
b, The Goods, whether as separate chattels or as components, and the proceeds from the use or sale of the Goods, shall be stored in such a manner as to be clearly identifiable and traceable as the property of us until title has passed to You.
c, We may demand at any time until title has passed to You that You return the Goods or any part of them to us.
d, If You default in the payment of any monies owing to us, we and our employees or agents shall have the right to enter without notice upon the Site or any other premises where the Goods are known to be stored (and You must ensure that we have the right to enter such premises at all times) to repossess the Goods and for this purpose You shall grant reasonable access rights and us, our employees or agents shall be entitled to do all things required to secure repossession or render inoperative such Goods or associated equipment by the removal of some component, part or device therefrom.
e, We may, without notice to You, resell any Goods we repossess under this clause. If we repose and sell any Goods under this clause, we will repay to You such amounts (if any), up to the amount paid by You for the relevant Goods, remaining after deduction of all costs and expenses incurred by us in exercising our rights under this clause (including repossession, selling and storage costs, and revaluing the Good to ascertain its resale value). The amount payable by us under this clause will be reduced in accordance with any reduction in the value of the Good due to damage while in Your possession or control.
16, GST
Unless specifically described as 'GST inclusive', any consideration to be paid or provided for a supply by us to You does not include any amount on account of goods and services tax, or any similar tax applicable in New Zealand (GST). Where any supply is subject to GST (other than a supply the consideration for which is specifically described as 'GST inclusive'), You must, at the same time and in the same manner as the GST exclusive consideration is payable or to be provided for that supply, pay to us an amount equal to the GST payable by us in respect of that supply.
17, Legislation
You warrant that the Goods are supplied by us for the purposes of a business, and that the provisions of the Consumer Credit contained in the Credit Contracts and Consumer Finance Act 2003 do not apply.
Where the Customer purchases the Goods for resupply, the Customer indemnifies Moak Coffee to NZ the maximum extent of the law for all claims arising from the resale and use by the Customer’s purchaser.
18, Personal Property Securities Act 1999
For the purpose of these Terms, as appropriate, any words contained in the subsequent clauses have the respective meanings as defined in the Personal Property Securities Act 1999 (PPS Act) and the parties acknowledge that:
You are the grantor,
we are the secured party;
the Goods, which are commercial property, are the collateral; and
attachment occurs on acceptance of Your Customer Order.
You agree that where the Goods are supplied on credit (or leased or hire) by us to You then:
You charge, and agree to charge, all of the Goods with payment of all amounts owed in accordance with these Terms;
You confirm that the Goods are held on trust for us; and
You hold the Goods subject to the powers and rights of us contained or implied in these Terms and the PPS Act.
You acknowledge these terms give rise to a Security Interest in favor of us, which we may, in our discretion, affect a registration on the PPS Act register (in any manner we deem appropriate) in relation to any security interest arising under or in connection with or contemplated by these Terms.
You waive Your right to receive notice of a verification statement in relation to any registration by us on the register.
You agree to promptly execute any documents, provide all relevant information, fully cooperate with us and do any other act or thing that we require to ensure that we have a perfected security interest in, and has priority over any other security interests in, the Goods or otherwise. If You do not provide the necessary details to complete a valid financing statement for the purposes of the PPS Act, then You agree that, until all monies owing to us are paid in full, You shall not sell or grant any other security interest in the Goods.
You must not:
register a financing change statement in respect of the Security Interest; or
agree to or create another Security Interest in the Goods;
19, Privacy
You hereby authorizes us to collect, retain, record, use and disclose consumer and/or commercial information about You, in accordance with the Privacy Act 2020 and subsequent amendments, to persons and/or legal entities who are a solicitor or any other professional consultant engaged by us, a debt collector, credit reporting agency and/or any other individual or organization which maintains credit references and/or default listings.
We may give information about You to a credit reporting agency for the purposes of obtaining consumer and commercial credit reports and/or lodging consumer and commercial defaults on Your credit file. This information may be given before, during or after the provision of credit to You and will be in accordance with the Privacy Act 2020 and subsequent amendments.
20, Indemnity
To the full extent permitted by law, You will indemnify us and keep us indemnified from and against any liability and any loss or damage we may sustain, as a result of any breach, act or omission, arising directly or indirectly from or in connection with any breach of any of these terms and conditions by You or Your representatives.
21, Assignment
You may not assign or transfer any of Your rights or obligations under these Terms to any other person without our prior written approval which may be withheld by us in our absolute discretion. We may assign or transfer any of our rights or obligations under these Terms to any other person without Your consent.
22, Termination
These Terms will continue in force until terminated in writing by either party.
We may terminate these Terms (and our arrangement with You) with immediate effect upon written notice to You if:
You suffer an insolvency event, including if a receiver/receiver and manager, liquidator, provisional liquidator, administrator, trustee in bankruptcy or other like person is appointed, or a scheme of arrangement is proposed or approved in respect of You, or a deed of company arrangement is proposed or approved in respect of You, or a mortgagee enters into possession of any of Your assets or an application is made for the winding up or sequestration of the estate of You; or
You breach a term of these Terms, and fail to remedy that breach within 7 days of a written notice requiring it to do so; or
there is a breach by You in the due observance and performance of any material obligation on Your part to be performed under these Terms and that breach is not, in our reasonable opinion, capable of being remedied; or
You sell, transfer of other cease operating Your business without our consent.
Upon termination of these Terms:
all monies owing to us will immediately become due and payable;
You must cease using the Equipment;
You must continue to pay us the rental fees determined under clause 8;
we will cease the supply of Goods or services;
all Goods which have not been paid for by You or any Goods (including Equipment) which are being leased (or hired) to You will (at Your cost) immediately be returned to us;
we may, in our discretion, exercise our rights under clause 15;
You will be required to reimburse us for all reasonable costs incurred by us, up until the date of termination, in connection with the supply of Goods and services up to termination.
Termination of these Terms will not affect any accrued rights or remedies any party may have as at the date of termination.
23, Force Majeure
Neither Moak Coffee NZ nor You shall be liable for any breach of any provision of any contract between them arising from an act of their respective God, natural disaster, terrorism, war or any other, specified or un-specified, occurrence beyond the control of either party.
24, Variation of Terms
These Terms may be amended or superseded from time to time by notice given by us by any means.
You must notify us immediately if You do not agree with any amendment made by us.
Where You place an order or request a service after provision of the amended Terms, You are deemed to have accepted the variation.
25, Jurisdiction
1, These Terms shall be read and construed in accordance with the laws of New Zealand and, where applicable, the Commonwealth of New Zealand and You submit to the non-exclusive jurisdiction of the courts of New Zealand in respect of any dispute or any other matter arising out of these Terms.
2, Should a dispute arise between You and us, either party may refer the dispute to mediation by the New Zealand Disputes Tribunal for resolution in accordance with the Guidelines for New Zealand Dispute Tribunal. Each party must bear its own costs of resolving a dispute under this clause and the parties must bear equally the costs of any appointed person and independent premises used for resolving or attempting to resolve a dispute. For the avoidance of doubt, if a party refers a dispute to mediation under this clause then the other party (or its representative) must attend such mediation.
If a dispute is not resolved under subclause 25.2 within 30 days, a party that has complied with this clause may terminate the dispute resolution process by giving notice in writing to the other party.