1                 TERMINOLOGY

              In these Terms, unless the context otherwise requires:

1.1            "Change in Control" means a change in the person with effective control over the Customer when compared to  immediately before the initial acceptance of these Terms (ignoring any amendments or updates), as a result of changes to  the membership or beneficial ownership (whether over the shares, business or assets) of the Customer.

1.2            "Terms" means these terms and conditions between My Coffee Place and the Customer for the sale of the goods.

1.3            "Customer" means the purchaser of the goods from My Coffee Place.

1.4            “effective control” means the ability to control the composition of the board of directors, having the board accustomed  to act in accordance with the person’s instructions, or beneficially holding more than 50% of the shares giving the right to  vote at general meetings or receive distributions, and in relation to a trust, includes the holding of the position of trustee  of the trust and beneficially holding more than one half of the units, securities or other rights granted by the trust giving  the right to receive distributions.

1.5            "goods" means the goods and/or (unless the context otherwise requires) the services purchased from My Coffee Place by the  Customer.

1.6            “Insolvency Event” means any of the following events:

1.6.1   in respect of a Customer that is a corporation,

(a)       a receiver, receiver and manager, trustee, other controller as defined in section 9 of the Corporations Act  2001 (Cth) or similar official is appointed over any of the assets or undertaking of the Customer;

(b)       the Customer suspends payment of its debts generally;

(c)       the Customer is or becomes unable to pay its debts when they are due or is or becomes unable to pay its  debts or is presumed to be insolvent within the meaning of the Corporations Act 2001 (Cth); or

(d)       a resolution is passed or any steps are taken to appoint, or to pass a resolution to appoint, an  administrator;

(e)       an application or order is made for the winding up or dissolution of the Customer or a resolution is passed or  any steps are taken to pass a resolution for the winding up or dissolution of the Customer, otherwise than for the  purpose of an amalgamation or reconstruction that has the prior written consent of My Coffee Place; or

(f)        the Customer ceases to carry on business or threatens to cease to carry on business,

1.6.2         in respect of a Customer who is an individual, the party becomes bankrupt or enters into any arrangement or  composition with his or her creditors or proposes to do so.

1.7            “PPS Act” means the Personal Property Securities Act 2009 (Cth).

2                 APPLICATION OF TERMS AND CONDITIONS

2.1    These Terms shall apply to the sale of the goods from My Coffee Place to the Customer and to the entire exclusion  of any other terms or conditions which may be proffered by the Customer (including the Customer's order) which are in  any way inconsistent with these Terms and notwithstanding that but for this provision My Coffee Place would or might  otherwise be regarded as having accepted or agreed to be bound by such other terms and conditions.

2.2    Victorian law applies to the contract and any dispute which may arise between My Coffee Place and the Customer in relation to it will be litigated in the appropriate court in Victoria.

3                 Orders

 3.1    If the Customer wishes to vary an order already placed, the Customer must give written notice to My Coffee Place of the  proposed variation.  My Coffee Place reserves the right to adjust the purchase price and anticipated delivery date for the  goods in these circumstances.

3.2    The Customer cannot cancel an order, except with My Coffee Place’s written consent and on terms which will indemnify  My Coffee Place against all losses, damages or expenses suffered or incurred by My Coffee Place as a result of that cancellation.

3.3    Goods are offered for sale subject to availability.

4                 GST

All prices for goods including those in My Coffee Place’s current price list are exclusive of GST, unless otherwise stated.  In  addition to the price for the goods, the Customer must pay GST at the prevailing GST rate on those amounts, if  applicable.  My Coffee Place’s tax invoice will include details of GST charged.

5                 PAYMENT TERMS

5.1     The purchase price for the goods must, in the case of approved credit accounts, be paid in full and without  deduction or set off no later than 30 days after the date of invoice.  Otherwise, the purchase price for the goods must be  paid on delivery of the goods.

5.2     My Coffee Place reserves the right to suspend deliveries without liability where payment is not received in accordance  with clause 5.1 or in accordance with an alternative arrangement agreed to in writing by My Coffee Place.

5.3    Unless stated otherwise, the price of goods quoted by My Coffee Place includes packaging in accordance with recognised  standards but the cost of any special packing requested or required by the Customer, or deemed necessary by  My Coffee Place, will be paid by the Customer.

6                 DELIVERY OF GOODS

6.1            Freight arrangements and costs are the responsibility of the Customer.

6.2            The Customer waives any right to claim for any alleged shortages in goods delivered unless a claim is lodged  within 24 hours from the date of delivery.

6.3            All delivery times stated by My Coffee Place are estimates only and shall not make My Coffee Place liable for late delivery  or non-delivery of the goods.

6.4            Part supplies, or delays in delivery of the goods, shall not relieve the Customer from its obligations to pay for,  or to receive, the goods delivered. 

6.5            My Coffee Place is not liable for any damage to goods or loss of goods while the goods are in transit unless  otherwise agreed to in writing with My Coffee Place.

6.6            Goods may not be returned for credit, replacement or warranty repair without the prior specific approval of  My Coffee Place.  Unauthorised return of goods will not be accepted.  Freight charges on returns are to the Customer's  account, unless previously authorised by My Coffee Place.  Where freight is to My Coffee Place's account, only nominated carriers  are to be used.  Please request carrier particulars from My Coffee Place’s office.

7                 Risk and RETENTION OF TITLE

7.1    From the time of despatch from My Coffee Place’s premises:

7.1.1  the goods are at the sole risk of the Customer; and

7.1.2  the risk of any loss or damage to or deterioration of the goods, however caused, will be the responsibility of  the Customer. 

7.2  My Coffee Place remains the legal and beneficial owner of the goods until payment in full of the purchase price and  all other amounts owed by the Customer to My Coffee Place.

7.3   Until payment in full of the purchase price and all other amounts owed by the Customer to My Coffee Place:

7.3.1   the Customer, having actual or constructive possession of the goods, will keep the goods as bailee only and owes My Coffee Place the duties and liabilities of a bailee including, but not limited to, accepting all risk for loss of or  deterioration of or damage to the goods;

7.3.2     the Customer must store the goods separately and not remove any of My Coffee Place’s markings, tags or labels  from the goods or the packaging; and

7.3.3     if the Customer receives any proceeds from the sale of the goods, the Customer receives those proceeds  on trust for My Coffee Place to be applied in payment of the purchase price for the goods and other amounts owed by  the Customer to My Coffee Place (to be applied first in payment of the purchase price, then interest and then other  amounts owed by the Customer).  Such proceeds must be kept separate and dealt with separately by the Customer  at all times until all amounts owing have been duly paid to My Coffee Place.

8                 SECURITY INTEREST

 8.1     Expressions used in this clause 8 and in the PPS Act have the same meanings as when used in the PPS Act.

8.2      If My Coffee Place already has a perfected security interest in goods previously supplied to the Customer  together with their proceeds, that security interest continues in relation to those goods and the goods supplied or  to be supplied under these Terms. Otherwise, the Customer grants to My Coffee Place a security interest in the goods  supplied on credit and any proceeds in the Goods suppled on credit and all the Customer’s present and future rights  in those goods and any proceeds as security for payment of all amounts the Customer owes My Coffee Place, and

8.2.1   My Coffee Place may register this security interest with the Registrar of Personal Property Securities  pursuant to the PPS Act in order to perfect its security interest;

8.2.2   the Customer agrees the security interest granted to My Coffee Place pursuant to these Terms may be  registered as a purchase money security interest in relation to the goods and the proceeds of the goods;

8.2.3   if requested, the Customer must pay or reimburse the costs of registering the security interest, and  provide My Coffee Place with all assistance reasonably required in order for My Coffee Place to register the security  interest;  and

8.2.4   for the purpose of section 115 of the PPS Act, the following sections of the Act do not apply to these Terms and Conditions: sections 125, 132(3)(d) and 132(4), and My Coffee Place need not give any notice  under the PPS Act (including notice of a verification statement) unless the notice is required by the PPS Act   to be given.

8.3     The Customer agrees to do anything which My Coffee Place requires for the purposes of ensuring the security interest is perfected and to enable My Coffee Place to exercise any of its rights in relation to that security interest.

8.4     If goods that My Coffee Place has supplied to the Customer become an accession of or comingle with other goods supplied by other persons whether of an equivalent type and quality or not, it:

8.4.1     must, upon becoming aware, immediately notify My Coffee Place; and

8.4.2     grants My Coffee Place a security interest in the comingled or converted goods to the value of the goods  that My Coffee Place has supplied to the Customer but which have not yet been paid for.

8.5  The Customer consents to My Coffee Place searching the Personal Property Securities Register at any time for any  information about the Customer.

8.6   The Customer waives its right to receive a copy of the verification statement confirming registration of a  financing statement or financing change statement relating to the security interest granted under these terms and  conditions.

8.7    In the event a third party has registered a security interest that has priority over the goods, the Customer  must procure that the third party enters into a deed of priority with My Coffee Place to ensure that My Coffee Place’s security  interest in the goods has first priority.

8.8    Everything the Customer is required to do under this clause 8 is at the Customer’s expense.

9                 DEFAULT 

9.1            Interest on default

If the Customer fails to pay an amount due under this contract after the due date, My Coffee Place reserves the right to  charge interest on all overdue payments at the rate for the time being fixed under section 2 of the Penalty Interest Rates  Act 1983 (Vic) from and including the due date until but excluding the date of payment.  Any funds received from the  Customer by My Coffee Place will first be applied in payment of the purchase price, then interest and then other amounts owed  by the Customer

9.2            Events of default

If:

9.2.1      the Customer defaults in payment of any amount owed by the Customer to My Coffee Place;

9.2.2       the Customer fails to comply with any provision of this contract;

9.2.3        without My Coffee Place’s prior written consent the Customer, being a corporation not listed on the Australian Stock Exchange (or a subsidiary of one), undergoes a Change of Control;

9.2.4        without My Coffee Place’s prior written consent the Customer changes its business or corporate structure in any  material way;

9.2.5         the Customer, being an individual, dies or becomes of unsound mind; or

9.2.6         an Insolvency Event occurs in relation to the Customer;

then, except as otherwise provided by law, the Customer is in default.

9.3            Effect of default

Upon an Event of default occurring under clause 9.2 of this contract:

9.3.1  My Coffee Place or its duly authorised agents or both may, without affecting any of its other rights or remedies and  without notice to the Customer, enter the Customer’s premises or any other premises where goods being the subject of a  retention of title under clause 7.2 are situated for the purpose of recovering possession of the goods (without liability for  trespass or any resulting damage) and recover possession of and retain or resell the goods;

9.3.2 if the Customer has sold the goods, or products manufactured using the goods are sold, or utilised, comingled,  assimilated into any other products or disposed of or stored the goods in such a manner as to render the goods  irrecoverable or unidentifiable, the cost of the goods will immediately be a debt due by the Customer and recoverable by  an action in law; and

9.3.3  the Customer appoints My Coffee Place as its attorney, in connection with My Coffee Place’s rights and remedies pursuant to  these Terms and any other rights or remedies which may accrue to My Coffee Place, to do all things, execute all documents  and otherwise act in place of the Customer for the purposes of giving effect to these Terms.  Without limiting this  provision, the attorney may recover possession of the goods and recover the proceeds of the sale of the goods which  may at any time be received or receivable by the Customer.

9.4            Rights of My Coffee Place not affected

The rights of My Coffee Place under this clause 9 are in addition to any other rights or remedies that My Coffee Place may have at  law or otherwise.

10              MY COFFEE PLACE WARRANTIES

10.1  Subject to clause 10.2, and with the exception of warranties expressly provided by My Coffee Place, and so far as  it is legally able to do so, My Coffee Place assigns to the Customer the benefit of any warranties, guarantees and conditions  given by the manufacturer of the goods, but otherwise gives no warranties, guarantees or conditions or makes any  representations in relation to supply and sale of the goods and the Customer releases My Coffee Place from all liability for any  loss, claim, damage or injury suffered in connection with the supply of the goods.

10.2  My Coffee Place's liability to the Customer in respect of any non-excludable warranty or condition shall be limited to  the maximum extent possible to:

10.2.1  in the case of the goods supplied by My Coffee Place, either of the following (as My Coffee Place may decide):

(a)       the replacement of the goods or the supply of equivalent goods;

(b)       the repair of the goods;

(c)       the payment of the cost of replacing the goods or of acquiring equivalent goods; or

(d)       the payment of the cost of having the goods repaired; and

10.2.2   in the case of any services provided by My Coffee Place, either of the following (as My Coffee Place may decide);

(a)       the supply of the services again, or

(b)       the payment of having the services supplied again.

10.3   Except as provided for in these Terms or My Coffee Place’s product catalogue, all express and implied  warranties, guarantees and conditions under statute, general law or trade usage, as to merchantability, description,  quality, suitability or fitness of the goods for any purpose, or as to design, assembly, installation, materials,  workmanship or otherwise are to the maximum extent permitted by law, expressly excluded.

10.4   Any warranty in relation to any defect concerning the goods will not apply and is expressly excluded if the  defect is due to or caused by:

10.4.1            the misapplication, abuse or (except where goods are installed by My Coffee Place) improper installation of  goods;

10.4.2            abnormal or extreme temperatures outside the operating range of goods, abnormal power source or  power disturbance;

10.4.3            other abnormal conditions including the presence of dirt, water or corrosive materials;

10.4.4            the use or operation of goods above their rated capacity or in any other improper or unsuitable manner;

10.4.5            tampering with goods, other than by My Coffee Place;

10.4.6            unauthorised modification of goods;

10.4.7            the unauthorised use of goods in conjunction with other equipment not supplied by My Coffee Place for  use with the goods;

10.4.8            damage during transportation of goods without fault on the part of My Coffee Place; or

10.4.9            the Customer’s failure to ensure proper storage, operation and maintenance of goods.

10.5          To the extent permitted by law, My Coffee Place is not liable and the Customer must indemnify My Coffee Place in  respect of all claims for physical or financial injury, loss or damage, or for consequential loss or damage of any kind arising  out of the supply, layout, assembly, installation or operation of the goods or arising out of the Customer’s negligence or in  any way whatsoever.

10.6          To the maximum extent permitted by law, My Coffee Place makes no warranties or representation and the Customer  releases My Coffee Place from all liability for any loss, claim, damage or injury suffered in connection with the supply of the  goods.

11              Customer Warranties

11.1          The Customer warrants and represents to My Coffee Place that:

11.1.1  all information provided by the Customer to My Coffee Place is true and correct, and not misleading in any way;

 11.1.2 the execution and delivery of this contract has been duly and validly authorised by all necessary action on  behalf of the Customer;

11.1.3   the Customer has full power and lawful authority to execute and deliver this contract and to perform or  cause to be performed its obligations under this contract;

11.1.4   this contract constitutes a binding obligation of the Customer enforceable in accordance with its terms by  appropriate legal remedy; and

11.1.5   the entry into and performance of this contract does not breach:

(a)       any obligation (including any statutory, contractual or fiduciary obligation) of the Customer;

(b)       any law; or

(c)       the constitution (or any trust deed of the Customer).

(collectively, the “Customer’s Warranties”).

11.2         No merger

Each of the Customer’s Warranties will not be extinguished or affected by any investigation made by or on behalf of  My Coffee Place into the affairs of the Customer or any other event or matter except a specific and duly authorised written  waiver or release by My Coffee Place.

11.3          Warranties true

The Customer represents, warrants and undertakes to My Coffee Place that the Customer Warranties are, and will continue up  to be, true and correct in all material respects.

11.4          Indemnity

The Customer indemnifies My Coffee Place in respect of any claim that My Coffee Place pays, suffers, incurs or is liable for because  any warranty or representation made or given by the Customer is untrue or inaccurate.

11.5          Separate promises

Each the Customer’s Warranties is a separate representation and warranty, the interpretation of which is not limited or  restricted by any other of the Customer Warranty.

12              General

 12.1   The Customer authorises My Coffee Place to obtain credit reports from credit reporting agencies and trading information  from references supplied, and to disclose trading information to other suppliers.

12.2   The Customer must pay or reimburse My Coffee Place on request all reasonable costs (including legal costs and  disbursements) incurred by My Coffee Place in connection with the exercise, enforcement or preservation, or attempted  exercise, enforcement or preservation, by My Coffee Place of any rights or remedies under this contract, including without  limitation any debt collection expenses incurred by My Coffee Place.

12.3    A Customer that is a trustee is bound both personally and in its capacity as trustee.

12.4    My Coffee Place may vary or replace these Terms from time to time on 30 days notice to the Customer. If the Customer  continues to order goods from My Coffee Place after receipt of the notice of variation, the Customer is deemed to have agreed  to the variations.

12.5    No rule of contract interpretation must be applied in the interpretation of this contract to the disadvantage of one  party on the basis that it prepared or put forward this contract or any document comprising part of this contract.

13              Questions

 If you have any questions regarding any of the above Terms, please contact My Coffee Place's office before purchasing any  goods because when you place an order for goods, you will be bound by these Terms.