Coffee Supply Agreement

Terms and Conditions

Definitions

Client/you/your: the sole trader, partnership, LLP, or company named as the business name in the schedule.
Monthly payment: the amount due each month specified.
Schedule: the agreement set out on the first pages of the Agreement.
We/us: Honest Drinks Co, Ltd

Payment

You must pay the supply payments due from you under the Agreement by their due date to  us.

You must pay on demand in accordance with our current practice from time to time, on a full  indemnity basis, all costs and expenses incurred by us (both before and after judgment) as a result of any breach of the Agreement by you and/or in enforcing any terms of the Agreement.

If the Client should choose to pay by invoice, the provider offers 30-day terms as standard. The Client will ensure that all invoices for the products supplied are paid in full within not more than 30 days from the date of issue of the invoice. After 30 days interest will begin to accrue on the invoice at the rate of 5% per month.


Default

We have the immediate right to collect any sum due to us under the Agreement (the balance of monthly payments that would have been applicable to the remainder of the lease period had such an early termination not occurred) if:

● you fail to make your monthly payment within one month of its due date or you commit any other breach of the Agreement
● there is a material change in your ownership or control from that subsisting at the  date of the Agreement, or ownership of all or a material part of your assets is transferred to a third party
● there is a meeting of your creditors or if any scheme of arrangement or composition or trust deed is made or proposed with or for the benefit of your creditors
● a petition is presented for the making of an administration, winding-up, bankruptcy, or sequestration order against you, or a resolution is passed for the presentation of any such petition.
● a receiver, administrator or administrative receiver is appointed over or takes possession of all or any part of your assets
● if you are in a partnership, the partnership is dissolved or terminated for any reason
● you have provided us with information that is false or misleading in a material respect
● being an individual or a partner, you die
● you cease to carry on a business for which you require the supply
● any of the events specified in this clause occur in relation to any person who has provided a guarantee and/or indemnity in connection with the agreement

If it transpires that you’ve stopped ordering your consumables from us and have instead gone elsewhere, we’ll bill you for the amount of consumables you’d have typically otherwise ordered from us for the remaining term of your agreement. This will be due immediately.


Termination

Except as otherwise provided herein, the Agreement may be terminated by either party hereto upon breach of this Agreement by the other party; provided, however, that (i) the non-breaching party gives the breaching party written notice of such breach, and (ii) the breaching party is allowed a fifteen (15) day cure period within which to cure such breach. If the breach is not cured within such period, this agreement may be terminated immediately.

In the event the Client chooses to terminate the Agreement without cause, the Client agrees to make one additional month’s payment to the Provider within thirty (30) days of said termination. The payment will be calculated using the average volume ordered per month from the prior six months.

For example, if the customer ordered the following over the previous 6 months; Month 1 - £105.00, Month 2 - £210.00, Month 3 - £00.00, Month 4 - £315.00, Month 5 - £0.00, Month 6 - £0.00. The amount due would be calculated as the sum of those six months, divided by 6 to give us an average month’s order, in this case, this would be £105.00.

General

In the event of the Agreement being entered into by us with a partnership or with more than one person, the liability of all partners whether named or not or all persons party to the Agreement will be joint and several.

No relaxation or indulgence that we may extend to you will affect our rights under the Agreement.

We may transfer any of our rights and/or duties under this Agreement to any person. Your rights and duties under this agreement cannot be transferred without our prior written consent.

This agreement shall automatically renew for successive terms of equal length unless written notice is received by either party at least 60-days prior to the end of the term.