Terms & Conditions of Trade

1                     These terms and conditions of trade shall apply to all contracts between Java Republic Roasting Company Limited on the terms set out below to the total exclusion of any terms sought to be imposed by the customer or implied by the law.  Any other terms and conditions, warranties, guarantees, undertakings or representations whatsoever whether expressed or implied by statute, common law or otherwise or arising from conduct or prevailing course of dealings or trade or custom or usage or agreed or offered orally or in correspondence or otherwise howsoever are hereby excluded save those which Java Republic Roasting Company Limited are expressly precluded from excluding by law.

2                     The prices of products delivered for fulfilment of any order from the customer will be those prevailing at the date of delivery and payment of the invoice sum shall be made in accordance with such terms of payment as Java Republic Roasting Company Limited may notify in writing from time to time.

Furthermore the price to be paid for the products/services by the Customer to Java Republic Roasting Company Limited shall be the prices set out in the price list.  Java Republic Roasting Company Limited shall be entitled from time to time to vary the prices contained in the price list provided always that in the event of any change, Java Republic Roasting Company Limited shall give the Customer two weeks (14 days) notice in writing thereof and such variation shall take effect immediately upon the date specified in the said notice from Java Republic Roasting Company Limited to Customer, but shall not apply to orders placed prior to the date specified in the said notice.

All prices in the price list are exclusive of V.A.T. and other local taxes which shall be added to the price(s) by Java Republic Roasting Company Limited at the time of invoicing.

Java Republic Roasting Company Limited may from time to time issue a recommended retail price in relation to each of the Products for the sale of the Products.  For the avoidance of doubt, any such recommended retail price is by way of recommendation only and is not binding upon the Customer who shall be free to set its own re-sale prices.

3                     A. Payment shall be made on the basis of cash with order unless otherwise expressly agreed by Java Republic Roasting Company Limited                                                         

          B. Java Republic reserves the right to seek the recovery of legal costs incurred in securing payment of overdue accounts

Payment for the Products by the Customer shall at all times be paid in full and shall become due and payable within 30 days from the date of the applicable invoice”.

Interest will be charged (both before and after any judgement) on the amount unpaid at the rate of 7% per annum above European Central Bank base rate per month on any account which is overdue for payment until payment is made in full. Java Republic Roasting Company Limited reserve the right to seek the recovery of any legal costs incurred in securing payment for overdue accounts.  This penalty is in line with the European Communities (Late Payment in Commercial Transactions) Regulations 2002.

4                     Time will not be of the essence in delivery and delivery dates are by way of estimate only and Java Republic Roasting Company Limited shall be under no liability whatsoever for the consequences of any delay in delivery howsoever arising.

5                     The risk in the goods passes to the customer when the goods are placed in transport or delivered to the premises of the customer or other location nominated by the customer.

6                     A. All the goods remain the property of Java Republic Roasting Company Limited until payment has been made by the customer to Java Republic Roasting Company Limited of all sums payable and any interest or charges incurred in respect of the goods and also any other monies due by the customer to the supplier whether due in connection with the order or otherwise.  The customer agrees to insure the goods to the full value until payment in full of all accounts due by the customer to Java Republic Roasting Company Limited has been met. Until property in the goods pass to the customer, the customer shall hold the goods as Java Republic Roasting Company Limited agent and bailee.                                                                                                                        

          B. Title in the Goods/Services supplied shall not pass to the Customer but shall be retained by Java Republic Roasting Company Limited until the contract price(s) has been paid to Java Republic Roasting Company Limited in full by the Customer.  Until such time as the title in the Goods/Service has passed to the Customer then:

        1. Java Republic Roasting Company Limited, its Servants or Agents shall have absolute authority to retake, sell or otherwise deal with or dispose of all or any part of the Goods/Service in which the title remains vested in Java Republic Roasting Company Limited.

        2. For the purposes specified in (1) above Java Republic Roasting Company Limited or any of its agents or authorised representatives shall be entitled at any time and without notice to enter upon the premises in which the Goods/Service or any part thereof is installed or kept or is reasonably believed to be.

        3. Java Republic Roasting Company Limited shall be entitled to seek a court injunction to prevent the Customer from selling, transferring or otherwise disposing of the Goods/Service.

        4.  The Customer shall store or otherwise denote the Goods/Service in respect of which property remains the title of Java Republic Roasting Company Limited in such a way that the same can be recognised as the property of the Java Republic Roasting Company Limited.

Notwithstanding the clauses outlined above, risk in the Goods/Service shall pass on delivery to the Customer and until such time as title in Goods/Service has passed to the Customer, the Customer shall insure the Goods/Service to its replacement value naming Java Republic Roasting Company Limited as the loss payee and noting Java Republic Roasting Company Limited name in the relevant insurance policy and the Customer shall on request, provide Java Republic Roasting Company Limited with a certificate or other evidence of such insurance”.

7                    The customer shall indemnify Java Republic Roasting Company Limited against any loss, damage, claim or liability arising out of any accident or damage caused at any time on the customers premises or in the course of any delivery for any reason. Java Republic Roasting Company Limited shall not be liable for loss of profit or any other indirect or consequential losses whatsoever suffered as a result of late or non performance of the Contract and furthermore shall not be liable for any failure to perform any of its obligations. Furthermore the Customer shall indemnify and keep indemnified Java Republic Roasting Company Limited (together with its officers, servants and agents) against any and all liability, claims, causes of action, suits, damages and expenses (including legal fees and expenses), which any of them suffers, whether direct loss as a result of any breach of this Contract by the Customer, its servants, agents or employees or, becomes compelled to pay by reason of any acts whether of omission or commission of the Customer or any of its servants, agents or employees in connection with the Customer’s performance of this Contract, in connection with the storage, distribution, promotion and sale of the Products by or on behalf of the Customer or otherwise in connection with the Customer’s business, including without limitation, any defect in the Products and any product liability claims related to or arising from the Products.

8                     All containers and packaging other than those clearly marked (identified) as being non returnable in which or with which the products are delivered or which are provided to enhance the product will at all times remain the property of Java Republic Roasting Company Limited.  They must be promptly returned to Java Republic Roasting Company Limited when empty or not in use in good order and condition subject only to fair wear and tear and the customer will indemnify Java Republic Roasting Company Limited in respect of any loss or damage thereof.  The customer shall allow Java Republic Roasting Company Limited, its Servants or Agents access at any time during normal working hours to inspect Java Republic Roasting Company Limited property and to ensure compliance with these terms.  Java Republic Roasting Company Limited reserves the right to withdraw certain containers without compensation following due notice to the customers.

9                    Claims for broken, damaged or incomplete goods will not be entertained unless notified to Java Republic at the time of delivery.

Any claim by the Customer which is based on any defect in the quality or condition of the Goods/Service or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) must be notified to Java Republic Roasting Company Limited within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure.  If delivery is not refused and the Customer does not notify the Java Republic Roasting Company Limited accordingly, the Customer shall not be entitled to reject the Goods and Java Republic Roasting Company Limited shall have no liability for such defect or failure, and the Customer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract”.

10                 Java Republic Roasting Company Limited reserves the right to discontinue or alter the ingredients in the preparation or presentation of any product without notice and the customer agrees only to serve or to resell products to his customers within the time limit recommended by Java Republic Roasting Company Limited.

11                 Java Republic Roasting Company Limited shall have the right without prejudice to any other remedies to treat the contractual relationship with the customer as terminated immediately upon the occurrence of any breach of these terms and conditions in respect of this or any other contract of sale including stipulations as to payment; or where the customer commits any act of bankruptcy, makes arrangement or composition with creditors or suffers any distress or execution or resolves or is ordered to be wound up or has a Receiver or Examiner appointed or if same shall occur to any of the customers subsidiaries or associated companies or business, or upon the customer becoming unable to pay any debt when it falls due.  The customer shall then return to Java Republic Roasting Company Limited all and any products to which Java Republic Roasting Company Limited still has title.  The Customer hereby irrevocably grants Java Republic Roasting Company Limited, its Servants or Agents a licence to enter upon any property of the customer to recover such property and product but in any event Java Republic Roasting Company Limited may enter upon the property of the customer to recover such property and product: Upon written notice from Java Republic Roasting Company Limited all sums owed by the customer to Java Republic Roasting Company Limited whether or not accrued due shall become immediately due and payable.

12                 A waiver by Java Republic roasting Company Limited or any of these terms and conditions or acquiescence of Java Republic Roasting Company Limited in any act (whether on commission or omission) which but for such acquiescence or waiver would be a breach as aforesaid shall not constitute a general waiver of such provision or any subsequent act contrary thereof.

13                 Java Republic Roasting Company Limited shall not be liable to the Customer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Java Republic Roasting Company Limited’s obligations in relation to the Goods/Services, if the delay or failure was due to any cause beyond Java Republic Roasting Company Limited’s reasonable control such as any strike, lock out or other force majeure.  Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond Java Republic Roasting Company Limited’s reasonable control such as Act of God, explosion, flood, tempest, fire or accident or machinery breakdown.

14                 This contract shall be governed and construed in all respects in accordance with the laws of the Republic of Ireland.

15                 Java Republic Roasting Company Limited shall have the right, exercisable at its sole and absolute discretion to initiate and direct the content and scope of a recall, market withdrawal, stock recovery, product correction and/or advisory safety warnings (any one or more referred to as a “Recall Action”) regarding the Products, or at Java Republic Roasting Company Limited’s option, Java Republic Roasting Company Limited can direct the Customer to, and upon such direction, the Customer shall conduct such a Recall Action; provided, however, that if the Customer fails to initiate and direct such Recall Action following Java Republic Roasting Company Limited’s request Java Republic Roasting Company Limited may initiate a direct Recall Action.  Java Republic Roasting Company Limited shall determine, in its sole and absolute discretion, the manner, text and timing of any publicity to be given to such matters.