Terms and Conditions

Project Origin

Terms and Conditions

These Terms and Conditions represent the agreement between the Customer and Project Origin Australia Pty Ltd ACN 612 173 814 ABN 80 612 173 814.

1. Definitions

Unless the contrary intention appears, in these Terms & Conditions:

1. 1. Agreement means the agreement between the Customer and Project Origin regarding the provision of any Goods, consisting of these Terms & Conditions and any Order;
   2. Applicant/s means the person or persons specified in your Applicant Details Form forming part of our Credit Application;
   3. Australian Resident means either a nature person or a company, based and conducting its business in Australia. 
   4. CAD means the cash against documents payment method contained in clause 5(c)(iii);
   5. Credit Application means the document of that name between Project Origin and either or both the Applicant and/or the Customer. 
   6. Credit Limit means the credit limit we approve, whether or not it is the “Credit Limit Requested”;
   7. Customer, you, your, etc, whether capitalised or not, means the Customer listed in the Credit Application or the Applicant, as the context permits or requires;
   8. Delivery Location means the location specified as ‘Delivery Details’ in your Customer Details Form;
   9. Goods means coffee beans and other miscellaneous supplies that you ask Project Origin to supply to you from time to time;
   10. Invoice means any invoice issued by Project Origin to you for the provision of Goods in accordance with the Agreement;
   11. Interest Rate means 10% per annum;
   12. Order means a request for Goods that you make from Project Origin, whether in writing, electronically, verbally, or otherwise;
   13. Parties means Project Origin and the Customer and Party means either one of them (as the case may be);
   14. PMSI means a purchase money security interest pursuant to the PPSA;
   15. PPSA means the Personal Property Securities Act 2009 (Cth) and PPSR means the register established and maintained in accordance with the PPSA;
   16. Price of the Goods means the price(s) stated in our product list, as amended by us each month in accordance with these Terms & Conditions;
   17. Project Origin, us, we, our, etc, whether capitalised or not, means  Project Origin Australia Pty Ltd ACN 612 173 814 ABN 80 612 173 814;
   18. Security Interest means any security interest or charge you or the Applicants grant us, or any title or interest we have in the Goods or your property and assets, to secure any amounts payable by you to us in accordance with these Terms & Conditions (whether granted pursuant to these Terms & Conditions or otherwise); and
   19. Terms & Conditions  means the terms and conditions of this document, and any annexures, schedules or attachments to it.
2. Acceptance 
   
   1. The Customer is taken to have expressly accepted and is immediately bound by these Terms & Conditions if the Customer places an Order for or accepts a quote for any Goods.
3. Application and Privacy
   
   1. We are not required to commence supplying the Goods to the Customer, unless and until, the Customer has been approved by us, which we may decide to do (or not do) at our sole and absolute discretion.
   2. We will contact the Customer to advise them as to whether or not we will commence trade with, and/or whether or not we will extend credit to (and if so, the credit limit we agree to), the Customer.
   3. We may impose any conditions on our approval of the Customer’s application, including, for example, that the Customer grants to us any Security Interest to secure the Customer’s payment of amounts due pursuant to these Terms & Conditions, and/or otherwise the Customer performing its obligations pursuant to the terms of these Terms & Conditions.
   4. For the avoidance of doubt, to apply for credit, the Customer must be an Australian Resident. 
   5. We will collect information about you (from your application or otherwise) to process your application to commence trade, or obtain credit, with Project Origin, and to maintain such account. If you do not provide any information we request, we may not be able to process your application.
   6. You irrevocably consent to us using any personal information about you to any third party for the purposes of administering these Terms & Conditions (e.g. financial institutions, credit agencies, debt collection agencies, etc).
   7. You consent to us making such enquiries as we deem in our absolute discretion necessary for the purposes of determining whether or not to approve the Customer, including obtaining reports from credit providers or credit reporting agencies, and you acknowledge we may provide personal information about you to those providers or agencies.
   8. To the extent permitted by law, we may disclose any information about you to any credit reporting agency, including any information about your identity and/or any default or discharge of your obligations under these Terms & Conditions whatsoever.
   9. These Terms & Conditions, the Customer Details Form, Applicants Details Form, the Customer’s Orders/Agreements, and any other document related to those documents signed by the Parties from time to time, comprise the whole agreement between the Customer and Project Origin, and supersede all prior written or oral communication, negotiation or agreement between the Parties as to its subject matter.
   10. You irrevocably represent and warrant in our favour that any and all information provided by you for the purposes of us assessing your application is true and correct, and not misleading, in any material respect whatsoever.
   11. These Terms & Conditions apply to all supplies of Goods by Project Origin to you, unless both Parties agree otherwise. 
   12. To the extent that these Terms & Conditions involve or include us providing you with credit, such credit is provided to you for commercial purposes only.
   13. The Customer agrees and acknowledges that:
       
       1. they have read and fully understood the documents forming the Contact, and their nature;
       2. they have ensured all delivery, Agreement and other details are correct and accurate;
       3. they may not vary these Terms & Conditions without the written agreement of Project Origin;
       4. these Terms & Conditions shall prevail to the extent of any inconsistency with another document or agreement between the Parties; and
       5. Project Origin may from time to time, by giving the Customer reasonable prior notice, vary these Terms & Conditions.
4. Ordering and Supply of Coffee
   
   1. Subject to us agreeing to trade with the Customer, you may place an Order for Goods from us at any time, by any method that we indicate we accept Orders from time to time.
   2. If you place an Order for Goods, and we accept such order, we will, subject to clause 4(c), deliver the Goods Ordered as soon as possible, to the Delivery Location (and if there is more than one Delivery Location, to the Delivery Locations that you nominate in the Order).
   3. If the total amount that you owe us (from unpaid invoices or otherwise) exceeds the Credit Limit, or your Order exceeds the Credit Limit, or any combination of the amount you owe us and your Order(s) exceeds the Credit Limit, we may, in our absolute discretion, reject any such Orders for Goods you make, and if so, we will not supply you with the Goods so Ordered.
5. Payment
   
   1. If you place an Order, you must pay to us, in accordance with paragraph 5(c):
      
      1. the Price for the Goods; 
      2. any delivery fee to deliver the Goods to the Delivery Location; and
      3. to the extent that we pay any tariff, excise, tax or duty, that tariff, excise, tax or duty in relation to the supply of Goods, or transport of such Goods to you, pursuant to sub-paragraph 5(a)(iii).
   2. You are solely responsible for the payment of any tariff, excise, tax or duty payable in relation to the Goods whatsoever, including, without limitation, import/export duty, and you irrevocably indemnify and keep us indemnified from all liability we may incur in relation to such tariff, excise, tax or duty.
   3. You must pay any and all amounts payable by you to us pursuant to paragraph 5(a) in the following manner: 
      
      1. if you selected Pre-paid as your payment option in your Customer Details Form or Agreement, by cash, EFT, or other payment method notified by us to you that we will accept, before your Order is dispatched from our warehouse; or
      2. if you have been offered 7, 14 or 30 day credit terms as your payment option in your Customer Details Form, by cash (or other payment method we have notified you that we will accept), on or before 7, 14 or 30 days respectively from the date that we issue you with a tax invoice for the Goods or any other amounts due pursuant to paragraph 5(a), or such other payment terms specified in the Invoice(s); or
      3. if your payment/credit terms are CAD, payment in full must be made with 48 hours of sighting shipping documents (actual or digital) for the Goods or any other amounts due pursuant to paragraph 5(a), or such other payment terms specified in the Invoice(s) or purchase contracts.
   4. If you selected Pre-paid as your payment option, Project Origin will not accept any Order made by you (and will not deliver any such requested Goods), until you pay the Price for those Goods, then:
      
      1. if you do not pay for those Goods on or before fourteen (14) days from the date that we issue you with a tax invoice for the Goods we will be entitled to cancel your Order and any associated Agreement and release those Goods for sale to other customers;
      2. if you have an Agreement stipulating a delivery date or month for your Goods to be invoiced and paid for and you are not able to pay the Price for those Goods we will be entitled to cancel your order and any associated Agreement and release those Goods for sale to other customers.
   5. If you selected 7, 14 or 30 day (or CAD) credit terms as your payment option, and you fail to pay such invoices within those terms in accordance with sub-paragraphs 6(c)(ii) or 6(c)(iii), then: 
      
      1. we will be entitled to recover from you, and you are obligated to pay, interest on the amount outstanding calculated daily at the Interest Rate; and
      2. we will not accept any future Orders from you (and will not deliver any such requested Goods) if the amount you owe is more than your Credit Limit until such time as all invoices issued by us are paid by you in full.
   6. You indemnify us, and we are entitled to recover from you, all costs, expenses, loss, damage and liability whatsoever (including debt recovery or legal costs on a full indemnity basis) incurred or suffered by us caused by, or arising out of, you failing to comply with your obligations under these Terms & Conditions, including the payment of any amounts payable by you to us.
   7. Payments made by cheque or electronic funds transfer shall not be deemed paid until we have received cleared funds in full. 
   8. Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (plus a surcharge of up to 3 percent), or by any other method as agreed to between the Parties.
   9. In addition to any other rights at law, in circumstances where the Customer has paid the amount due for any invoice by cheque and the cheque has been dishonoured, the Customer shall pay any bank charges incurred by Project Origin in re-presenting cheques.
   10. The Customer is not entitled to withhold payment or make any deduction from an invoiced payment in respect of any set off or counterclaim provided the invoice supplied by Project Origin is in accordance with the Order and these Terms & Conditions, and any agreed variation.
6. Price
   
   1. We may, at our discretion, amend the Price for Goods from time to time as we see fit.
   2. We will use all reasonable endeavours to notify you of any changes in the Price for Goods prior to you making an Order for those Goods.
   3. By you continuing to Order Goods from Project Origin, you will be taken to have accepted and agreed to any changes to the Price of Goods.
7. Risk of Goods
   
   1. When we deliver Goods Ordered by you to the Delivery Location:
      
      1. to the full extent permitted by law, the Goods are delivered to you, and received by you, free from any defects or damage, and you accept the condition of the Goods as at the time of delivery; and
      2. you assume all risks in relation to the Goods, and are responsible for any loss, damage or liability in relation to the Goods as soon as we cease to have custody and control of the Goods, which, unless agreed in writing otherwise, occurs from the moment they leave our warehouse or premises.
   2. You hereby release and indemnify us from all loss, damage and liability (including any consequential loss) caused by, or arising out of, your use of the Goods.
8. Warranties and Limitation of Liability
   
   1. These Terms & Conditions include, by implication, only those warranties, conditions and terms that:
      
      1. law or legislation implies into these Terms & Conditions; and
      2. law or legislation prohibits the Parties from modifying, excluding or contracting away.
   2. Section 64A of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (Act) has the effect of enabling a corporation which has contracted to supply goods, to limit its liability in certain circumstances for breach of a guarantee implied in the Act.
   3. Subject to the qualification in Section 64A of the Act, Project Origin’s liability for breach of a guarantee implied in Division 1 of Part 3-2 of the Act in the case of Goods supplied to the Customer, shall be limited to, any one or more of the following:
      
      1. replacement of the Goods or the supply of equivalent goods;
      2. the repair of the Goods;
      3. the payment of the cost of replacing the Goods or of acquiring equivalent goods;
      4. the payment of the cost of having the Goods repaired.
   4. Except as required by law and as herein provided all implied warranties and guarantees with respect to the Goods supplied by Project Origin to the Customer including, without limitation guarantees as to quality, fitness for purpose, and sale by sample are excluded. In particular, Project Origin does not accept any liability for any direct, indirect or consequential loss or damage caused to the Customer or any other person which arises out of the negligence or carelessness of Project Origin or any of its employees, agents, contractors, suppliers or servants, or which arises directly or indirectly from the use of any information, advice, or recommendation of any Project Origin employee or from any alleged breach of duty in respect of any Goods supplied by Project Origin.
   5. Nothing in this clause shall be read or applied so as to purport to exclude, restrict or modify or have the effect of excluding, restricting or modifying the application in relation to the supply of Goods of all or any of the provision of Part 3-2 of the Act or any relevant or similar State or Federal legislation which by law cannot be excluded, restricted or modified.
   6. Project Origin is not responsible for and does not accept any liability in relation to discrepancies between estimates of quantities it may have prepared based on plans or other information given by or on behalf of the Customer and quantities the Customer actually requires. The Customer warrants that it has verified and in any event accepts responsibility for the accuracy of quantities ordered as being in accordance with its requirements.
9. Termination
   
   1. We may terminate these Terms & Conditions, and otherwise cease to provide Goods to you pursuant to these Terms & Conditions, by giving you 30 days’ prior written notice (which may be via email).
   2. We may immediately terminate these Terms & Conditions by written notice to you if:
      
      1. you fail to pay the Price for the Goods as required pursuant to these Terms & Conditions; 
      2. the amount you owe us pursuant to these Terms & Conditions exceeds the Credit Limit; or
      3. you otherwise fail to comply with your obligations under these Terms & Conditions; and
      4. you fail to rectify such default within 14 days of us giving to you a notice specifying the nature of such default, and requiring you to remedy or rectify such default within 14 days.
   3. Termination of these Terms & Conditions in accordance with this clause 9 is without prejudice to the rights and obligations of the Parties that have accrued prior to such termination, or any rights and obligations.
   4. If the Customer fails to comply with its obligations under these Terms & Conditions:
      
      1. the balance of any money owing by the Customer to Project Origin shall immediately become due and payable by the Customer;
      2. Project Origin may withhold the delivery and/or provision of any Goods already Ordered or cancel any Order not yet fulfilled; and
      3. the Customer authorises Project Origin to retake possession of any Goods that have been supplied but not paid for, including arranging for their return if requested.
10. Guarantee & Indemnity
    
    1. In consideration for Project Origin agreeing to trade with, and provide Goods to, the Customer at the Applicant(s) request, the Applicant(s) (jointly and severally if more than one) guarantee the payment of any amounts payable by the Customer to Project Origin pursuant to these Terms & Conditions from time to time. 
    2. Project Origin may demand payment of any amounts payable by the Customer, from the Applicants, even if Project Origin has not made any demand for payment from the Customer, or exhausted its remedies against the Customer.
    3. In addition to the guarantee above, the Applicant(s) (jointly and severally if more than one), indemnify Project Origin and keep Project Origin indemnified from all claims, losses, costs, liability and expenses whatsoever that Project Origin incur or suffer as a result of the Customer failing to comply with its obligations under these Terms & Conditions.
    4. The Applicants’ liability under this clause 11 is unconditional and irrevocable, and represent ongoing and continuing obligations for the whole of the Customer’s obligations, and to the fullest extent permitted by law:
       
       1. no principle of law or equity will limit, or impose conditions on the Applicant’s liability;
       2. the Applicants are liable as the primary debtor, and the Applicants’ obligations are not ancillary or collateral to any other right or obligation whatsoever;
       3. the Applicants’ guarantee and indemnity is not affected, avoided, discharged, or released by any matter whatsoever; and
       4. the Applicants’ guarantee and indemnity will remain in full force until the Customer’s obligations have been paid and performed in full and Project Origin releases the Applicants in writing for any future amounts owed by the Customer to Project Origin.
11. PPSA/Security
    
    1. This clause 11 applies if either the Customer, or the Applicant(s) (in this clause 11, ‘You’ refers to the Customer and/or the Applicants, as the case requires) grant to Project Origin any Security Interest over personal property to secure the performance of their obligations under these Terms & Conditions.
    2. The Customer must do all things and sign all documents necessary to:
       
       1. obtain any third party consent to the grant and registration of the Security Interest;
       2. register (or allow the registration of) and maintain registration of any financing statement on the PPSR in relation to such Security Interest;
       3. perfect and keep continuously perfected, the Security Interest;
       4. ensure our priority position in relation to the Security Interest is protected;
       5. otherwise allow us to enforce such Security Interest.
    3. We may register, and the Customer consents to us registering, a finance statement on the PPSR in relation to such Security Interest.
    4. To the extent permitted by the PPSA, the Customer waives their rights to receive any notice or copy of any document pursuant to the PPSA, including of any verification statement or financing change statement, to reinstate the Security Interest by payment of any amounts owing or by remedy of any default or pursuant to sections 95, 96, 117, 118, 120, 121(4), 123, 125, 126, 127, 128, 129, 130, 132, 133, 134(2), 135, 136(3), (4) and (5), 137, 142 and 143, unless the notice is required by the PPSA and cannot be excluded.
    5. We have all powers granted to us by law, including all rights and powers of secured parties at common law and in the PPSA, to enforce our Security Interest in any way we see fit.
    6. The Customer acknowledges and agrees that:
       
       1. Project Origin may register a PMSI in respect of the Goods; and
       2. it may not grant any other Security Interest (as that term is defined in the PPS Act) in respect of the Goods without Project Origin’s written consent.
    7. In addition to any powers pursuant to clause 11(e), we may at our option:
       
       1. enter, take possession and assume control of the property subject to the Security Interest;
       2. receive profits of the property subject to the Security Interest;
       3. carry on any of your business forming part of, or relating to, the property subject to the Security Interest;
       4. sell or agree to sell any of the property subject to the Security Interest (whether or not we have taken possession) on such terms as we see fit;
       5. lease or licence the property subject to the Security Interest, renew, terminate, surrender or accept the surrender of leases or licences, as we see fit;
       6. appoint a receiver and manager on such terms as we see fit; and
       7. make debtors bankrupt, and wind up companies, and otherwise do all things in connection with any bankruptcy or winding up which we think is necessary for the recovery or protection of the property subject to the Security Interest, or any part thereof.
    8. You must not sell, dispose of or otherwise deal with property subject to the Security Interest in any way (including granting any options over such property) without our prior written consent.
    9. If you sell, dispose of, or otherwise deal with the property subject to the Security Interest in any way, you hold all proceeds from any disposal or dealing with the property subject to the Security Interest on trust for us, and such proceeds are payable by you to us on demand.
    10. You must pay to us, on demand, all costs, expenses and other amounts incurred or paid by us in respect of, or in connection with, the registration, discharge or enforcement of the Security Interest.
    11. In consideration of Project Origin agreeing to supply the Goods, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, to secure the performance by the Customer of its obligations under these Terms & conditions (including, but not limited to, the payment of any money).
    12. The Customer irrevocably appoints Project Origin and each director of Project Origin as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 11 including, but not limited to, signing any document on the Customer’s behalf.
12. Assignment
    
    1. We may, at any time, assign our rights and benefits to these Terms & Conditions.
    2. The Customer may not assign its rights under these Terms & Conditions except with the written consent of Project Origin.
13. No Waiver
    
    1. A Party does not waive its rights under these Terms & Conditions unless it gives written notice that it waives that right (and such waiver is limited to the instance referred to in such notice).
    2. A right is not impaired or waived by:
       
       1. a failure to exercise that right;
       2. a delay in exercising that right;
       3. a partial exercise of that right;
       4. a previous exercise of that right; or
       5. negotiations between the Parties.
14. Severability
    
    1. These Terms & Conditions must be read so that its provisions are valid and enforceable. If a provision cannot be read, and to the extent that it is invalid or unenforceable, then:
       
       1. that provision is severed from these Terms & Conditions to the extent necessary to remove the invalidity or illegality; and
       2. the remaining provisions of these Terms & Conditions remain valid and enforceable.
15. Jurisdiction
    
    1. These Terms & Conditions are governed by the laws of the Australian Capital Territory in Australia (Jurisdiction).
    2. The Parties irrevocably submit to the jurisdiction and courts of the Jurisdiction.
    3. No Party may challenge or otherwise dispute the Jurisdiction of the Courts of the Jurisdiction to hear any matter in relation to these Terms & Conditions.
16. Customer Insolvency 
    
    1. If the Customer:
       
       1. becomes bankrupt;
       2. is the subject of an application to wind up, or if a receiver, a receiver and a manager, or an administrator is appointed in respect of the Customer or any of the Customer’s assets; 
       3. makes an arrangement for composition with the Creditors of the Customer or attempts to make such an arrangement or composition; 
       4. is unable to pay the debts as they fall due; 
       5. ceases business; or
       6. has a mortgagee enter or seek to re-possess asset of the Customer, 

(each an Insolvency Event) then all money then owing to Project Origin (including any amounts which would not otherwise be payable until a later date or dates) shall become immediately due and payable. 

1. Force Majeure
   
   1. Orders and deliveries may be suspended by Project Origin in the event of any strike, lockout, trade dispute, fire, tempest, breakdown, theft, crime, force majeure or the inability of Project Origin to procure necessary materials or articles preventing or inhibiting the performance of the agreement by Project Origin.
   2. No responsibility is accepted by Project Origin for any default, delay, loss or damage due to any of the above causes or to any other cause beyond the control of Project Origin.
   3. In such circumstances, Project Origin shall be entitled to determine the agreement with the Customer and the Customer shall not have any claim for damages arising out of the cancellation. 
2. Time
   
   1. So far as the Customer’s obligations under these Terms & Conditions are concerned, time shall be of the essence.
3. Project Origin’s Rights
   
   1. Project Origin reserves its right to exercise any rights it has under these Terms & Conditions. Nothing in these Terms & Conditions places any obligation on Project Origin whatsoever. Nothing entitles the Customer to any setoff, however occurring, including but not limited to, the Project Origin’s failure or delay to exercise any of its rights or register or perfect any interest in any security however occurring. Project Origin has the exclusive right and sole discretion to pursue the Customer, in any manner open to Project Origin at law or equity, for the full amount of any monies owing despite any security it may hold and, in any order, or manner Project Origin deems fit.