TERMS AND CONDITIONS OF TRADING AGREEMENT

Unesco International Pty Ltd

(Trading as “Mr Bubble Tea”)
ABN: 47 650 724 897

These Terms and Conditions govern the sale and delivery of goods by Unesco International Pty Ltd (“Unesco”, “we”, “us”) to the Customer (“Customer”, “Applicant”, or “you”).

Application of Terms and Account Procedures

1. These terms and conditions constitute the entire written agreement between Unesco and the Customer in respect of its subject matter (Agreement). Any terms and conditions of the Customer do not apply unless Unesco agrees in writing. If the Customer does not wish to receive goods on the terms and conditions set out in this Agreement, the Customer must not order goods from Unesco and must notify Unesco, otherwise the Customer will be deemed to have accepted the goods on the terms of this Agreement. This also applies to any variation of this Agreement made in accordance with this Agreement and any orders placed after that variation comes into effect.

2. The granting of credit terms for new accounts is at Unesco’s discretion only.

3. No Goods will be supplied by Unesco to the Customer on any terms or conditions other than those set out in this document.

4. Unesco will not be deemed to offer Goods on credit or provide credit terms unless an official Unesco International Pty Ltd “Credit Application” has been completed and subsequently approved by Unesco, with such approval notified to the Customer in writing.

5. If Unesco has approved credit under this Agreement, Unesco is entitled to withdraw or vary credit terms, including closing the Customer’s account:

• (a) where an Event of Default occurs;
• (b) where Unesco reasonably considers it necessary to protect Unesco’s Legitimate Interests;
• (c) upon termination of this Agreement; or
• (d) without cause, upon 30 days’ written notice to the Customer.

Unesco shall provide written notice to the Customer as soon as practicable following any decision to take such action.

6. Unesco may, in its discretion, reject all or part of any order by the Customer for any reason, and such reason will be notified to the Customer in writing.

Payment Terms

7. If credit terms have been approved, all amounts invoiced shall be due and payable to Unesco within the credit period specified by Unesco in writing. If credit terms have not been approved or are withdrawn in accordance with this Agreement, all amounts payable in respect of any accepted order must be paid in cleared funds by the due date agreed in writing between the Customer and Unesco for that order.

Defaults

8. If the Customer fails to pay any amount by the due date:

• (a) Unesco may charge interest on all overdue amounts at a rate of 10% per annum, calculated daily from the due date until the date payment is received in full.
• (b) Upon default, all amounts owing by the Customer to Unesco, whether due or not, become immediately due and payable.
• (c) Unesco may, without liability, suspend, delay, or refuse delivery of any Goods or acceptance of any orders while any amount remains overdue.
• (d) Unesco may take any steps necessary to recover outstanding amounts, including, without limitation, issuing recovery proceedings. Such proceedings may include action that results in suspension or termination of the Customer’s account.
• (e) The Customer must pay all reasonable costs and expenses incurred by Unesco in enforcing or recovering overdue amounts, including legal costs on a solicitor-client basis and any mercantile agent, debt collection, or enforcement fees.
• (f) The Customer authorises Unesco, upon at least 24 hours’ written notice, to debit any overdue amounts, including applicable payment processing fees charged to Unesco, from any credit card nominated by the Customer. The Customer will be notified in writing of any such debit.

9. Where the Customer holds two or more accounts with Unesco or entities related to Unesco in which the Customer has a financial interest (“Inter-related Accounts”), a default under any Inter-related Account constitutes a default under all Inter-related Accounts.

10. The Customer must not engage in any of the following conduct. Any breach of this clause constitutes a material breach that is not capable of remedy:

• (a) knowingly sell, supply, purchase, or deal in counterfeit Unesco products;
• (b) engage in any fraudulent, deceptive, misleading, or unlawful conduct that adversely affects Unesco; or
• (c) in relation to Goods supplied by Unesco that are branded, licensed, or proprietary to a third party, including Goods supplied in accordance with franchise or specification requirements, the Customer must not resell or distribute such Goods outside the ordinary course of its food service business.

Prepaid Orders

11. Payment in cleared funds must be received and verified by Unesco prior to delivery of Goods. Unesco shall at all times, and at its sole discretion, have the right to supply Goods on a prepaid basis where Unesco has not offered credit terms or where credit terms have been withdrawn in accordance with this Agreement.

Prices

12. The Customer acknowledges and agrees that all orders are accepted, and the Goods will be invoiced, at the price applicable at the time the order is placed. The Customer is responsible for reviewing the applicable pricing at the time of ordering, as prices may be updated or changed by Unesco from time to time without prior notice.

Delivery Policy

13. For details, please refer to our Delivery Policy.

Return Policy

14. For details, please refer to our Return Policy.

Cancellation of Orders

15. The following shall apply in relation to the cancellation of orders:

• (a) orders placed with Unesco by the Customer shall not be cancelled without prior written approval by Unesco;
• (b) a request for cancellation will not be considered unless made in writing by the Customer to Unesco and received by Unesco before the order is dispatched for delivery;
• (c) Special Orders and Customised Product Orders may not be cancelled; and
• (d) if Unesco accepts the cancellation of an order, Unesco shall be entitled to charge any reasonable fees for the cost of work and materials and/or any administration costs incurred by Unesco in preparing and cancelling the order. If Unesco proposes to charge any such fees and costs, Unesco will notify the Customer of those fees and costs for the Customer to accept or alternatively to withdraw the Customer’s cancellation.

Limited Liability

16. Unesco gives those warranties implied by consumer protection legislation in relation to the Goods. All other warranties are excluded to the extent permitted by law.

Retention of Title

17. The Customer agrees that all Goods supplied by Unesco remain the property of Unesco and title to the Goods does not pass to the Customer until all of the following have occurred:

• (a) Unesco receives full payment for all Goods supplied to the Customer;
• (b) Unesco receives full payment of all other amounts owed by the Customer to Unesco; and
• (c) all such payments are received by Unesco in cleared funds.

18. Where any Goods supplied by Unesco remain unpaid or not paid in full:

• (a) the Customer holds the Goods as bailee for Unesco and must store and clearly identify such Goods as the property of Unesco;
• (b) the Customer must not sell, dispose of, or encumber the Goods except in the ordinary course of its business and only as permitted under this Agreement or with Unesco’s prior written consent;
• (c) the Customer has no right to assert any lien, security interest, or other claim over the Goods to secure any debt owed by Unesco to the Customer;
• (d) the Customer must not create or allow any security interest or third-party interest in the Goods or their proceeds without Unesco’s prior written consent; and
• (e) upon the occurrence of an Event of Default, the Customer must immediately deliver up the Goods to Unesco upon demand, and Unesco is irrevocably authorised to enter any premises owned, occupied, or controlled by the Customer to repossess the Goods.

19. Where:

• (a) title to Goods supplied by Unesco has not yet passed to the Customer; and
• (b) the Customer sells such Goods in the ordinary course of business as permitted under this Agreement,

then title to those Goods shall pass immediately prior to resale. The Customer agrees that all proceeds of such sales, to the extent they relate to amounts owed to Unesco, shall be held on trust for Unesco and must be kept in a separate identifiable account until all amounts owing to Unesco have been paid in full and in cleared funds.

20. The Customer indemnifies and must keep Unesco indemnified against all losses, damages, costs, and expenses suffered or incurred by Unesco arising out of or in connection with the exercise of Unesco’s retention of title rights, except to the extent caused by Unesco’s breach, negligence, or wilful misconduct.

21. Clauses 18 to 20 above shall apply in respect of any Goods supplied by Unesco to an Inter-related Account of a Customer where the Inter-related Account is in default.

Force Majeure

22. If a party is prevented from or delayed in performing any of its obligations under this Agreement, other than payment obligations, due to events beyond its reasonable control, including but not limited to strikes, labour disputes, fire, storm, theft, or equipment breakdown (“Force Majeure Event”), that party’s obligation to perform is suspended for the duration of the Force Majeure Event. The affected party will not be liable for any failure or delay in performance to the extent caused by the Force Majeure Event.

Change of Ownership

23. The Customer must notify Unesco in writing within seven (7) days of any change in ownership or control of the Customer. The Customer indemnifies and must keep Unesco indemnified against any loss, damage, cost, or expense arising from the Customer’s failure to provide such notice, except to the extent caused by Unesco’s breach, negligence, or wilful misconduct.

Lien

24. The Customer grants Unesco a general and specific lien over all Goods in Unesco’s possession that belong to the Customer, as security for all amounts owing by the Customer to Unesco under this Agreement.

Variation of Terms

25. Unesco may vary these terms by providing the Customer with at least three (3) months’ written notice. The Customer may terminate this Agreement at any time before the variation takes effect. Any variation to this Agreement must otherwise be agreed in writing by both parties.

Notices

26. Any notice or communication under this Agreement will be deemed properly served if delivered personally, sent by email or, where applicable, facsimile, or posted by prepaid post to the recipient’s registered office or last known business address. Notices sent by post will be deemed received two (2) Business Days after posting. Notices sent by electronic transmission will be deemed received immediately upon transmission, unless proven otherwise. The Customer agrees that, in addition to any other lawful method, any notices, documents, or legal proceedings may be served in accordance with Part 8.5 of the Personal Property Securities Act 2009 (Cth) (“PPSA”) or any applicable replacement legislation.

Waiver

27. No waiver of any provision of this Agreement is effective unless it is in writing and signed by the party granting the waiver.

GST

28. All prices displayed on our website (www.mrbubbletea.com.au) are exclusive of GST.

Severance

29. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, that provision will be severed to the extent necessary, and the remaining provisions will continue in full force and effect.

Entire Agreement and No Merger

30. Unless otherwise agreed in writing, this Agreement constitutes the entire agreement between Unesco and the Customer in relation to its subject matter and supersedes all prior agreements and understandings. Where prior agreements exist between the Customer and Unesco or its related entities, the parties agree that this Agreement does not operate to merge or extinguish any rights or obligations accrued prior to the date of this Agreement.

Jurisdiction

31. These trading terms shall be governed by the laws in force in Queensland, Australia.

Confidentiality

32. The Customer acknowledges that all pricing information and any other commercially sensitive or confidential information relating to this Agreement is strictly confidential (“Confidential Information”).

33. Except as permitted under this Agreement, or where required by the PPSA or applicable law, each party must not, and must ensure that its officers, employees, agents, contractors, and related bodies corporate do not, disclose any Confidential Information to any third party without the prior written consent of the party to whom that information relates. Unesco may disclose Confidential Information only to the extent necessary:

• (a) to its professional advisers;
• (b) for the purposes of enforcing, assigning, or exercising rights under this Agreement, including in legal proceedings or to a credit reporting or rating agency; or
• (c) where required by law, court order, government agency, or legal process, including discovery.

34. For the purposes of section 275(6)(a) of the Personal Property Securities Act 2009 (Cth) (“PPSA”), the parties agree that no party may disclose any information or documents of the kind referred to in section 275(1) of the PPSA, except where permitted under clause 33.

35. Clauses 32 to 34 survive the termination or expiry of this Agreement.

Definitions

36. Business Day means a day on which banks are open for business in Brisbane, Australia, excluding a Saturday, Sunday, or public holiday.

37. Event of Default means any of the following events occurring in relation to the Customer or a Guarantor:

• (a) the Customer or a Guarantor is or becomes insolvent;
• (b) the Customer fails to pay any amount due to Unesco by the due date and does not remedy such non-payment within two (2) Business Days of the earlier of:
  • (i) the Customer becoming aware of that failure; or
  • (ii) receipt of notice from Unesco requiring payment;
• (c) the Customer or any Guarantor breaches any provision of this Agreement or any other agreement with Unesco and:
  • (i) the breach is material and incapable of remedy;
  • (ii) the breach is capable of remedy but is not remedied within the period specified in a notice from Unesco, being no more than 30 days; or
  • (iii) in Unesco’s reasonable opinion, the term breached is material to Unesco’s Legitimate Interests and is not remedied within the earlier of 14 days after notice or 21 days after the Customer becomes aware of the breach;
• (d) there is a change in control of the Customer, or the Customer ceases to carry on, disposes of, or materially reduces the scope of its business, other than with Unesco’s prior written consent.

38. Guarantor means each person or entity that provides a guarantee in respect of the Customer’s obligations under this Agreement or any credit application with Unesco.

39. Insolvent means, in respect of a person, any of the following:

• (a) an administrator, liquidator, receiver, or similar officer is appointed over any of its assets or undertaking;
• (b) the person enters or proposes any arrangement, compromise, or composition with creditors;
• (c) the person is deemed insolvent under section 459F(1) of the Corporations Act 2001 (Cth) following non-compliance with a statutory demand;
• (d) the person is wound up, dissolved, deregistered, or resolves to do so;
• (e) the person is unable to pay its debts as and when they fall due;
• (f) any event having a substantially similar effect occurs under the law of any jurisdiction; or
• (g) in the case of an individual, the person dies, becomes bankrupt, or is otherwise incapable of managing their affairs.

40. Legitimate Interests means:

• (a) legitimate funding, business risk management, security requirements, or requirements for Unesco’s compliance with any law or regulation; or
• (b) any other requirements that are reasonably necessary to protect Unesco against a material risk that:
  • (i) a monetary default will occur;
  • (ii) a security interest is not, or ceases to be, valid or enforceable in accordance with its terms or applicable law, or does not have, or ceases to have, the priority contemplated by its terms;
  • (iii) Unesco is unable to enforce its rights against the Customer or a Guarantor or the property the subject of a security interest; or
  • (iv) there will be a material compromise to the value of the property the subject of a security interest.