Information
Terms & Conditions
Effective 2 September 2024
Torchbearers United Pty Ltd (Company)
1. Application
1.1. These Terms in their present form or as varied together with:
any accepted application for opening of a credit account;
any quotes or equipment recommendations (as defined in clause 2.1);
all product warranties or guarantees provided by the Company;
all accepted orders placed by you (Buyer) with the Company for the Company’s
products or services; and
any variation to a document listed in the credit application or the Orders which are agreed to in writing by Buyer and the Company these will be known as the contract (Contract) between parties.
1.2. The application of these Terms to any order or other arrangement by the Company to
supply products or services to the Buyer may only be varied by agreement in writing
between the Buyer and Company.
1.3. For the avoidance of doubt, variations to these Terms, or other terms offered by the Buyer
and contained in any purchase order or other document issued by the Buyer which differ
from these Terms, are only incorporated into any contract for the supply of products or
services by the Company to the Buyer if accepted by the Company in writing.
2. Quotations
2.1. Offers, estimates or quotations (Quotations) given by the Company are, except to the
extent otherwise stated in such document, subject to these Terms.
2.2. Any Quotation from the Company:
will not bind the Company or form part of the Contract unless given, or subsequently
confirmed, in writing by it and accepted by the Buyer through placement of an order;
will remain open for acceptance for a maximum period of 30 days, unless otherwise
specified in the Quotation;
3. Orders
3.1. An order placed by the Buyer will only form part of the Contract when it has been received
and accepted by the Company.
3.2. Acceptance by the Company of any order issued by the Buyer may be in writing or by the
Company delivering to the Buyer the products or services which are the subject of an order
3.3. Any terms and conditions contained in any order or other document issued by the Buyer
will not form part of the Contract unless they are expressly signed and accepted by the
Company’s authorised representative.
3.4. Orders once accepted cannot be cancelled or varied without the Company's written
consent.
3.5. Supply of products or services by the Company does not create any obligation on the
Company to supply the products or services to the Buyer on a continuing basis or at any
time in the future.
4. Prices
4.1. Notwithstanding that an order is placed under a valid and binding Quotation, except to the
extent otherwise stated in the Quotation, the Company reserves the right prior to
acceptance of such order and with notice to the Buyer to add to the quoted price any
additional cost incurred by the Company as a result of:
any agreed change to order quantities;
any relevant increase in cost of goods including exchange rates, costs of labour, parts, materials and other inputs, including, without limitation, energy and other overheads.
4.2. We reserve the right to amend any discount structure applying to the Buyer’s account any
time, with 30 days notice
4.3. Each amount quoted by the Company is the goods and services tax (GST) exclusive
Amount.
5. GST
5.1. Words or expressions used in this clause 5 which are defined in the A New Tax System,
(Goods and Services Tax) Act 1999 (Cth) have the same meaning in this clause.
5.2. The Recipient need not pay the GST Amount in respect of a taxable supply made under or
in connection with the Contract until the Supplier has given the Recipient a tax invoice in
respect of that taxable supply.
5.3. GST is payable on all items as outlined by the goods and services tax Act 1999
6. Payment Terms
6.1. The Buyer must pay all invoices. If the Buyer has an approved credit account with the
Company, the products and/or services supplied by the Company must be paid for within
twenty (30) days of the date of the invoice. Where the Buyer is overdue with any payment,
the Company reserves the right to change the Buyer to a COD account, in which case the
Buyer will pay for all products and services before they are supplied.
6.2. All payments will be made in the currency specified in the invoice which is $Au Australian dollars
6.3. Time of payment is of the essence of the Contract. Without prejudice to any other remedy,
The Company may charge interest on any overdue payments at an annual rate of 5.5%
(to accrue from day to day).
6.4. The Buyer will and hereby does indemnify the Company on demand against all costs,
charges, expenses and legal costs (on a solicitor-client basis) incurred by the Company in
recovering sums owed by the Buyer.
7. Delivery and Risk
7.1. Risk in the products will pass to the Buyer upon the products being collected by the Buyer
or when delivered to the place nominated by the Buyer for delivery.
7.2. The Company gives and accepts delivery dated in a Quotation in good faith but does not
guarantee those dates. The Company will not be liable to the Buyer for any loss or damage
whatsoever should the Company be delayed or prevented from delivery of products,
supplying services or otherwise performing any of its contractual obligations due to any
cause or circumstance of any kind whatsoever. Delay in delivery or any other default in
respect of a delivery will not relieve the Buyer of any obligation in respect of any other
7.3. Subject to clause 7.2, delivery dates cannot be varied by the Buyer once they have been
agreed without the prior written consent.
7.4. The contents (product), risk and insurance responsibility remain, at all times, with the Buyer.
8. Retention of Title
8.1. The Company will retain title in products supplied to the Buyer until the Company has
received payment in full for the products and all other products and services supplied by
the Company to the Buyer.
8.2. Until title passes under clause 9.1:
the Buyer will hold the products as fiduciary for the Company (in which full title to such
products will remain);
the Buyer will keep the products insured against all usual risks to full replacement value.
The Buyer will hold on trust for the Company in a separate bank account any insurance
monies received by the Buyer for products owned by the Company;
the Buyer will store each delivery of products separately, clearly identified as the
Company’s property and in a manner to enable them to be identified and cross-referenced
to particular invoices where reasonably possible;
d) the Buyer will not pledge or allow any lien, charge or other security interest (as defined in
clause 10) to arise over the products; and
8.3. The Company’s rights as an unpaid seller will not be affected by the Company retaining title the products supplied until the products have been paid for in full by the Buyer.
8.4. Where the Buyer has not fully paid the Company for products and the Buyer enters into
bankruptcy, liquidation, a composition with its creditors, has a receiver or manager
appointed over all or any part of its assets, enters into administration or becomes insolvent:
the Buyer may not sell, use or part with possession of the products; and
the Company will be entitled, without prejudice to the Company's other remedies, to recover and repossess such products and to enter any premises without notice for this purpose.
9. Intellectual Property
9.1. All intellectual property rights in or relating to products or services supplied by the
Company, including in relation to the development, manufacture, use, operation, repair or
maintenance of the products, and in or in relation to any Company- licensed, commissioned
or created tooling, materials, drawings, samples, reports, work results and other
documents, remains at all times the sole and exclusive property of the Company.
10. Use of Portal and Website Resources
10.1. The Company’s online portals are used to manage ordering systems for the company
10.2. All information collected by the Company may be made available to the Buyer with any valid subscription/membership
10.3. A valid subscription/membership grants the Buyer a revocable non assignable access to
use the Company’s portals.
10.4. The Company will not charge a fee for access, this remains part of the company’s offer within website and in person access
10.5. The data collected from products purchased by the Buyer remains the property of the
company. Data will be used respectfully in accordance with the Just Planet Roastery privacy policy and the privacy act (1988).
10.6. The Company’s portals must be used in accordance with its policies or procedures.
10.7. Any corruption or perceived corruption must be reported to us on 0468 423 096 or 0459 123 470 immediately.
11. Express Warranty on Equipment
11.1.The Company warrants to the Buyer that products or services sold by the Company to the
Buyer conforms to the agreed specifications and quality representations.
11.2. The Company assumes a warranty of fitness for a particular purpose with respect to a
product supplied by it only if such particular purpose has been expressly stated in writing
by the Buyer, and the Company has expressly accepted a warranty of fitness for such
purpose.
11.3. The duration (and any other details) of the express warranties referred to in this clause will be agreed upon a product-specific basis.
11.4. Unless otherwise agreed by the Company in writing, the express warranties in this clause
will apply:
in the case of products: as specified in the Quotation for the supply of such product to the
Buyer, or if no warranty period is so specified, for a period of 6 months, from the date of
delivery of the products to the Buyer.
in the case of services, as specified in the Quotation for the supply of such services, or if
no warranty period is specified for a period of 6 months after delivery of the services. Warranty covering the specific repair only and not cover issues arising to related areas of the item.
11.5. Claims under the express warranties provided may be made by contacting the Company within 7 days of such claim arising. Repair or replacement will not extend nor renew the warranty period.
11.6. This warranty does not extend to travel costs incurred beyond 350 km from any major
metro GPO. The Buyer will be liable for the additional travel costs incurred beyond the 350 km.
11.7. The express warranties in relation to products will not apply to a defect in the product to the extent to which it arises:
due to power surges;
due to storage, handling or installation of the products otherwise than in accordance with
instructions provided for the products by the Company or without reasonable care;
due to operation, use or maintenance of the products otherwise than in accordance with
instructions provided for the products by the Company or without reasonable care;
due to repairs, alterations or modifications to the products which have been performed by
a third party not authorised by the Company, or due to the use of any spare parts not
manufactured, sold or approved by the Company in connection with repairs, alterations or
modifications of the products, which occurred without authorisation of the Company;
due to accidental damage or to use of the products for a purpose or in environmental
conditions for which the products were not designed or sold or use of the product outside
the specified or normal operating ranges for such products;
as a result of changes which occur in the condition or operational qualities of the products
due to climate or other environmental influence, foreign material contamination or water
entry;
from normal wear and tear or when replacement or repair of parts would be part of normal
maintenance or service of the products (such as in the case of globes and glassware,
gaskets, fuses;
nor will the express warranties about products apply in cases where the products suffer damage caused by continued use after it is known they are defective.
12. Warranty replacement of Stock
12.1. Torchbearers United will be upheld to the highest of quality. To ensure these values are upheld, we will issue items with manufacturer faults in the express agreement between the purchaser and Torchbearers United.
12.2. Both parties must agree to a replacement or refund of any purchase. Torchbearers reserve the right to choose a replacement when the customer has changed their mind.
12.3. Both parties will agree to postage upon the return of stock where the manufacturer’s failure is not claimed.
12.4. Items to be replaced must be confirmed in writing to Torchbearers United. Stock replacement will be effective only after mutual agreement.
13. Product recall Procedure
13.1. In the unlikely event of a product recall, Torchbearers United asks that customers call directly to report any issues or shortfalls in the quality of our roasted coffee products.
13.2. In response to this, Torchbearers United will contact our customers (retail/ wholesale and distributor) and identify any affected coffee products. We will then ask that these products be quarantined until further notice from Torchbearers United.
13.3. Torchbearers United will alert the relevant authorities and activate their product recall procedure/policy.
13.4. As our Torchbearers United partner, we will keep you apprised of the process and the steps within our recall procedure/policy.
13.5. All products affected by this product recall will be replaced within seven days of your notice/complaint or recall notification.
14. Limitation of Liability
14.1. Subject to permitted by law, all terms, conditions, warranties and representations that might otherwise be granted or implied by law are hereby excluded.
14.2. The Company does not exclude, restrict or modify any liability that cannot be excluded,
restricted or modified, or which cannot be excluded, restricted or modified except to a
limited extent, as between the Company and the Buyer by law, including liability under the
Competition and Consumer Act 2010 (Cth). However, where such statutory provisions
apply, to the extent to which the Company is entitled to do so, the Company's liability will
be limited at its option to make a reasonable return, refund or repair;
14.3. To the extent permitted by law and subject only to any express exceptions contained in
these Terms, the Company will under no circumstances be liable in any way whatsoever to
the Buyer for any form of loss, damage or expense sustained or incurred by the Buyer or
any other party in consequence of or resulting directly or indirectly out of the supply of the
products or services by the Company, the use or performance thereof, where the products
are installed by a third party engaged by the Buyer; any failure to install the products in
accordance with their applicable installation instructions and manuals provided with the
products or to operate the products by their applicable operation
instructions or manuals supplied with the products.
14.4. If the Buyer is a consumer as the term is defined under the Australian Consumer Law, then the following consumer guarantee applies:
14.5. Our goods come with guarantees that cannot be excluded under the Australian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
15. Termination and variation
15.1. The Buyer may return unused products supplied within thirty (30) days of delivery, provided the following conditions are satisfied:
The written approval of an authorised employee of the Company has first been obtained, and the invoice number and date have been quoted for reference;
The products are returned to their original condition.
15.2. The Buyer may terminate in whole or in part any Contract for the supply of products and services before the supply has been made, provided the following conditions are satisfied:
The written approval of an authorised employee of the Company has first been obtained.
and
the Buyer agrees to pay any cancellation charge, being a genuine pre-estimate of the
Company’s proven loss, as determined and specified by the Company.
15.3. The Company reserves the right immediately to terminate or suspend the Company’s
performance of the whole or any outstanding part of any Contract for the supply of products
and services without incurring any liability to the Buyer in any of the following circumstances:
the Buyer fails to take delivery of or to pay for products and services by the due date or
otherwise breaches any other term of the Contract;
the Buyer enters bankruptcy, liquidation or a composition with its creditors, has a
receiver or manager appointed over all or any part of its assets enters administration
or becomes insolvent.
The Company notifies the Buyer of having reasonable grounds for suspecting that an event
has occurred or will occur, or that the Buyer will not pay for products and services on the due date.
there has been a substantial increase in the Company's costs of manufacture and supply
of products and services between the date of the Contract and the date of delivery or
dispatch arising from circumstances beyond the Company’s reasonable control where the
The contract is for a fixed price, and the Company and the Buyer have failed to reach an agreement
on a reasonable adjustment in the price for remaining deliveries to recognise such an increase
within thirty (30) days of the Company notifying the Buyer of such increase or
contractual performance by either the Company or the Buyer is delayed or prevented due
to any Force Majeure Event.
15.4. The Company may terminate this agreement by giving one month’s written notice to the
Buyer.
16. General
16.1. All clerical errors are subject to correction and will not bind the Company.
16.2. Notice under these Terms may be given by email.
16.3. No employee of the Company is authorised to bind the Company unless the Company has
given the Buyer express written notice to that effect.
16.4. The invalidity or unenforceability of any provision of these Conditions will not affect the
validity or enforceability of the remaining provisions.
16.5. These Terms bind the Company, the Buyer and their respective successors and permitted
assigns.
16.6. A reference to any statute, regulation, proclamation, ordinance or by-law includes all
statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or
replacing them, and a reference to a statute includes all regulations, proclamations,
ordinances and by-laws issued under that statute.
Artificial Intelligence: Torchbearers will uphold a human-led organisation with AI tools to check spelling and grammar only. Torchbearers United believes in the strength of free choice in creativity and encourages the growth of mind in every part of our business.