Terms and Conditions

TERMS & CONDITIONS These Conditions apply to the Agreement to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. The Customer’s attention is drawn in particular to the provisions of clause 8. 1. BASIS OF AGREEMENT 1. The Order constitutes an offer by the Customer to purchase the Goods in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order submitted by the Customer are complete and accurate. 2. The Order shall only be deemed to be accepted when PGL issues a written acceptance of the Order, at which point the Agreement shall come into existence. 3. The Agreement constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of PGL which is not set out in the Agreement. 4. Any samples, drawings, descriptive matter, or advertising produced by PGL and any descriptions or illustrations contained in the catalogues, brochures or website of PGL from time to time are produced for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Agreement or have any contractual force. 5. Any quotation for the Goods given by PGL shall not constitute an offer. A quotation shall only be valid for a period of 20 Business Days from its date of issue (unless agreed otherwise by PGL, in particular in the case of repeat Orders). 2. GOODS AND ASSOCIATED SERVICES 1. Where applicable, the Goods conform to the sample provided by PGL to the Customer as approved by the Customer. Where there is no sample, the Goods are as described in the Order. 2. PGL reserves the right to amend the specification of the Goods if required by any applicable statutory or regulatory requirements. 3. Special storage instructions and shelf life details (if any) will be provided in quotations and confirmed on the Goods packaging and on invoices. 4. If requested, PGL may agree to provide Services to the Customer. 5. It is acknowledged by the Customer that any Services agreed to be provided by PGL are secondary to the Goods to be provided under the Agreement, and are provided merely as assistance and as a goodwill gesture, unless agreed otherwise in writing. 6. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by PGL. 7. The Customer acknowledges that, in respect of any third-party Intellectual Property Rights, the Customer’s use of any such Intellectual Property Rights is conditional on PGL obtaining a written licence from the relevant licensor on such terms as will entitle PGL to license such rights to the Customer. 8. All Company Materials are the exclusive property of PGL. 9. Where the Customer supplies materials for use in connection with the Services or Goods, including logos, the Customer confirms that it has the right to do so. The Customer agrees to indemnify PGL and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by PGL, or for which PGL may become liable, with respect to any intellectual property infringement claim or other claim relating to the materials supplied by the Customer to PGL during the course of providing the Goods or Services. 3. DELIVERY 1. PGL shall ensure that: a. each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, all relevant reference numbers of PGL, the type and quantity of the Goods (including the lot tracking number of the Goods, where applicable), special storage instructions (if any) and, if the Order is being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and b. if PGL requires the Customer to return any packaging and finished goods to PGL, that fact is clearly stated on the invoice. The Customer shall make any such packaging and finished goods available for collection at such times as PGL shall reasonably request. Returns of packaging and finished goods shall be at the expense of PGL. 2. PGL shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (“Delivery Location“). Delivery of the Goods shall be completed on the arrival of the Goods at the Delivery Location. 3. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. PGL shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the failure of the Customer to provide PGL with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 4. If PGL fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. PGL shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event or the failure of the Customer to provide PGL with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods. 5. If the Customer fails to take delivery of the Goods within 5 Business Days of PGL notifying the Customer that the Goods are ready, then, except where such failure or delay is caused by a Force Majeure Event or the failure of PGL to comply with its obligations under the Agreement: a. delivery of the Goods shall be deemed to have been completed at 9:00 am on the third Business Day following the day on which PGL notified the Customer that the Goods were ready; and b. PGL shall store the Goods until delivery takes place, and charge the Customer for all related costs and expenses (including insurance). 6. If 5 Business Days after the day on which PGL notified the Customer that the Goods were ready for delivery the Customer has not taken delivery of them, PGL may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods. 7. PGL may deliver the Goods by instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate Agreement. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment. 8. If the Customer cancels and returns a Customer Order that has been processed, prepared for delivery or has been delivered, a penalty fee of 10% of the Customer Order price shall apply; 9. A fee of $10.00 shall be payable for each invoice misplace by the Customer requesting proof of delivery. 4. QUALITY 1. PGL warrants that on delivery the Goods shall: a. conform in all material respects with their description; b. be free from material defects in design, material and workmanship; and c. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979). 2. Subject to clause 4.3, if: a. The Goods have not been mixed with any other products; b. the Customer gives notice in writing to PGL within 5 business days of discovery that some or all of the Goods do not comply with the warranty set out in clause 4.1; c. PGL is given a reasonable opportunity of examining such Goods; and d. the Customer (if asked to do so by PGL) returns such Goods to the place of business of PGL at the cost of the Customer, PGL shall, at its option, replace the defective Goods, or refund the price of the defective Goods in full. 3. PGL shall not be liable for failure of the Goods to comply with the warranty set out in clause 4.1 in any of the following events: a. the Customer makes any further use of such Goods after giving notice in accordance with clause 4.2; or b. the defect arises because the Customer failed to follow the oral or written instructions of PGL as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same; or
c. the defect arises as a result of wilful damage, negligence, or abnormal storage or working conditions; or d. the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory requirements. 4. Except as provided in this clause 4, PGL shall have no liability to the Customer in respect of the failure of the Goods to comply with the warranty set out in clause 4.1. 5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Agreement. 6. These Conditions shall apply to any replacement Goods supplied by PGL. 5. TITLE AND RISK 1. The risk in the Goods shall pass to the Customer on completion of delivery. 2. Title to the Goods shall not pass to the Customer until the earlier of: a. PGL receives payment in full (in cash or cleared funds) for the Goods and any other goods that PGL has supplied to the Customer, in which case title to the Goods shall pass at the time of payment of all such sums; and b. the Customer resells the Goods, in which case title to the Goods shall pass to the Customer at the time specified in clause 5.4. 3. Until title to the Goods has passed to the Customer, the Customer shall: a. store the Goods separately from all other goods held by the Customer so that they remain readily identifiable as the property of PGL; b. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods; c. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery; d. notify PGL immediately if it becomes subject to any Insolvency Event; and e. give PGL such information relating to the Goods as PGL may require from time to time. 4. Subject to clause 5.5, the Customer may resell or use the Goods in the ordinary course of its business (but not otherwise) before PGL receives payment for the Goods. However, if the Customer resells the Goods before that time: a. it does so as principal and not as the agent of PGL; and b. title to the Goods shall pass from PGL to the Customer immediately before the time at which resale by the Customer occurs. 5. If before title to the Goods passes to the Customer the Customer becomes subject to an Insolvency Event then, without limiting any other right or remedy PGL may have: a. the right to resell the Goods by the Customer or use them in the ordinary course of its business ceases immediately; and b. PGL may at any time: i. require the Customer to deliver up all Goods in its possession which have not been resold, or irrevocably incorporated into another product; and ii. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them. 6. PRICE AND PAYMENT 1. The price of the Goods shall be the price set out in the Order, or, if no price is quoted, the price set out in the published price list of PGL in force as at the date of delivery. 2. PGL may, by giving notice to the Customer at any time before delivery, increase the price of the Goods to reflect any increase in the cost of the Goods that is due to: a. any factor beyond the control of PGL (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); or b. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered, or the specification; or c. any delay caused by any instructions of the Customer or failure of the Customer to give PGL adequate or accurate information or instructions. 3. The price of the Goods is inclusive of the costs and charges of packaging and transport of the Goods, (unless specified otherwise in the Order or written acknowledgement of the Order) which shall be invoiced to the Customer. 4. The price of the Goods is exclusive of amounts in respect of value added tax (“VAT“). The Customer shall, on receipt of a valid VAT invoice from PGL, pay to PGL such additional amounts in respect of VAT as are chargeable on the supply of the Goods. 5. PGL may invoice the Customer for the Goods on or at any time after the completion of delivery. 6. The Customer shall pay the invoice in full and in cleared funds: a. by the 30th day of the calendar month following invoice, where PGL has agreed to open an account for the Customer; or b. within 3 Business Days of the date of invoice where no such account has been approved for COD customers.. Payment shall be made to the bank account nominated in writing by PGL. Time of payment is of the essence. 7. If the Customer fails to make any payment due to PGL under the Agreement by the due date for payment, then the Customer shall pay interest on the overdue amount at the rate of 4% per annum above the base rate of from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Customer shall pay the interest together with the overdue amount. 8. The Customer shall pay all amounts due under the Agreement in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). PGL may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Customer against any amount payable by PGL to the Customer. 7. TERMINATION AND SUSPENSION 1. If the Customer becomes subject to an Insolvency Event, PGL may terminate the Agreement with immediate effect by giving written notice to the Customer. 2. Without limiting its other rights or remedies, PGL may suspend provision of the Goods under the Agreement or any other Agreement between the Customer and PGL if the Customer becomes subject to an Insolvency Event, or PGL reasonably believes that the Customer is about to become subject to an Insolvency Event, or if the Customer fails to pay any amount due under this Agreement on the due date for payment. 3. On termination of the Agreement for any reason the Customer shall immediately pay to PGL all of the outstanding unpaid invoices and interest of PGL. 4. Termination of the Agreement, however arising, shall not affect any of the parties’ rights, remedies, obligations and liabilities that have accrued as at termination. 5. Clauses which expressly or by implication survive termination of the Agreement shall continue in full force and effect. 8. LIMITATION OF LIABILITY 1. Nothing in these Conditions shall limit or exclude the liability of PGL for: a. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable); or b. fraud or fraudulent misrepresentation; or c. breach of the terms implied by Division 4 of the Sale of Goods Act 1979; or d. defective products under any consumer protection legislation; or e. any matter in respect of which it would be unlawful for PGL to exclude or restrict liability. 2. Subject to clause 8.1: a. PGL shall under no circumstances whatever be liable to the Customer, whether in Agreement, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement; and b. the total liability of PGL to the Customer in respect of all other losses arising under or in connection with the Agreement, whether in Agreement, tort (including
negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the price of the Goods. 9. FORCE MAJEURE Neither party shall be liable for any failure or delay in performing its obligations under the Agreement to the extent that such failure or delay is caused by a Force Majeure Event. 10. GENERAL 1. Assignment and other dealings. a. PGL may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement. b. The Customer may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement without the prior written consent of PGL. 2. Notices. a. Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first-class post or other next working day delivery service, commercial courier, fax or email. b. A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 10.2(a); if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission. c. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action. 3. Severance. a. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement. b. If one party gives notice to the other of the possibility that any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision. 4. Waiver. A waiver of any right or remedy under the Agreement or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. 5. Third party rights. A person who is not a party to the Agreement shall not have any rights to enforce its terms. 6. Variation. Except as set out in these Conditions, no variation of the Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is in writing and signed by PGL. 7. Governing law. The Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of Fiji . 8. Jurisdiction. Each party irrevocably agrees that the courts of Fiji shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

11. LEASING
12. In consideration of the Customer renting, loaning or purchasing from PGL certain products as set out in the Schedule hereto at and upon the trading terms of PGL, the Customer and PGL agree as follows:
    a. PGL; the lessor, renter or loanor of equipment shall supply Equipment and/or items to the Customer.
    b. PGL; the lessor, renter or loanor of equipment shall supply equipment product and relevant advertising material being the sole property of PGL.
    c. Should the Customer desire to relocate the Equipment, the Customer shall advice PGL by notice in writing of such desire and PGL shall relocate the Equipment at the expense of the Customer as determined by PGL.
    d. The Customer shall keep the Equipment clean at all times.
    e. The Customer shall operate the equipment in accordance with the instructions of PGL.
    f. The Customer shall not attach any promotional or other material to the Equipment
    g. The Customer will promptly notify PGL of any faults or problems with the Equipment.
    h. The Customer shall only dispense in the Equipment product provided by PGL.
    i. All credit terms to be C.O.D. upon invoicing unless otherwise arranged with PGL.
    j. The Customer may pay annual charges and continue to pay such annual rental charges for following years in advance upon receiving yearly billing invoice (if equipment rental charges are agreed).
    k. The Customer may pay a deposit or Lifetime Usage Fee (LUF) on signing this contract. This LUF is 50% refundable (without interest) at any termination of this Agreement provided the Equipment is made available to PGL in good condition, the receipt is presented and 14 days elapse to process the partial refund
    l. the Customer accepting the package is fully responsible as mentioned and shall return Equipment or items in good condition not willing to if not willing to rent, lease or loan.
    m. The Customer shall at all times take proper care of the Equipment and shall be responsible for any damage caused for or missing equipment, allowing PGL full authority to deduct from the deposit or LUF or demand more if necessary to cover for the costs involved before refunding the Customer.
    n. The Customer shall advise and deliver the Equipment to PGL’s premises for refunds if they are no longer buying product or unable to pay for monthly rent or some other reason.
    o. The Customer shall pay $30.00 pickup charges if PGL arranges collection for the Equipment.
    p. PGL shall arrange for servicing of the Equipment twice in a year only if the Customer had purchased the agreed product overleaf.
    q. The Customer shall ensure the cooler well is empty before changing the bottle as PGL sometimes get complains about leaking coolers. It is mostly due to overfilling of cooler well, a loose tap connection, overflow of drip tray or a cracked bottle.
    r. In order to avoid water damages to floors and floor coverings, the Customer shall ensure the dispenser is not placed on rugs, carpets, other surfaces and in locations where up to 15 liters of water can accidentally leak from the cooler (in a situation of leaking bottle or cooler). Damages caused by such incidents are the customer’s responsibility.
13. Termination of Lease by Owner – PGL shall be entitled to determine this lease with immediate effect in any of the following circumstances:
    a. if the Customer shall commit a breach of any of its obligations herein;
    b. if the Customer shall fail to pay in full any debit due to the Lessor, within seven days of its becoming due;
    c. if the Customer shall cease to carry on business at the address of installation shown overleaf or if there shall be any change in management or control of the Customer’s business at such premises.
14. The Customer shall not allow the sale or dispensing of any product from the equipment or dispensers which PGL shall consider detrimental to its business or the equipment.
15. Not withstanding any other provision hereof, this agreement shall terminate immediately upon the occurrence of any of the following events without the necessity for any notice or other act on the part of PGL and regardless of any waiver by PGL in respect of any previous similar event and it shall thereupon be lawful for PGL to enter into or upon any premises where the equipment shall be located to retake possession of the Equipment and other equipment nominated as per schedule:
    a. if the customer ceases to carry on business;
    b. if any executive is levied against any property of the Customer or if any property of the customer is taken or sold by any mortgagee or encumbrance.
    c. if the Customer commits any act of bankruptcy or enters into any arrangements pursuant to the Bankruptcy Act;
    d. if the Customer being a corporation:
    I. goes into liquidation otherwise than for the purpose of reconstruction or any meeting is called for the purpose of considering Liquidation;
    II. has a Receiver or a Receiver Manager appointed over any of its property.
16. The customer is fully responsible for all debts incurred including collection fees and/or accounting fees.
17. This Agreement remains in force for the period agreed overleaf. It shall automatically extend for a further period of one year unless notice of termination is given by either party.
    12 INTERPRETATION 1. Definitions. In these Conditions, the following definitions apply: 2. Construction. In these Conditions, the following rules apply: a. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). b. A reference to a party includes its personal representatives, successors or permitted assigns. c. A reference to a statute or statutory provision is a reference to such statute or provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted. d. Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
    “Agreement“
    the Agreement between PGL and the Customer for the sale and purchase of the Goods in accordance with these Conditions.
    “Business Day“
    a day other than a, Sunday or public holiday in Fiji when banks in said country are open for business.
    “Conditions“
    the terms and conditions set out in this document as amended from time to time in accordance with clause 10.6.
    “Customer“
    the person or firm who purchases the Goods from PGL.
    “Equipment”
    Means the equipment including the substitute equipment provided by PGL listed in the Purchase Order
    “Force Majeure Event“
    any event beyond a party’s reasonable control, which by its nature could not have been foreseen, or, if it could have been foreseen, was unavoidable, including pandemics and Government directed lockdowns ensuing therefrom, strikes, lock-outs or other industrial disputes (whether involving its own workforce or a third party’s), failure of energy sources or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or similar events, natural disasters or extreme adverse weather conditions, or default of Company’s or subcontractors.
    “Goods“
    the goods (or any part of them) set out in the Order.
    “Insolvency Event“
    a. the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 2 of the Consumer Credit Act 1999 of Fiji, or (being a partnership) has any partner to whom any of the foregoing apply;
    b. the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than (where the Customer is a company) where these events take place for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
    c. (being a company) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the Customer, other than for the sole purpose of a scheme for a solvent amalgamation of the Customer with one or more other companies or the solvent reconstruction of the Customer;
    d. (being an individual) the Customer is the subject of a bankruptcy petition or order;
    e. a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
    f. (being a company) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the Customer;
    g. (being a company) the holder of a qualifying charge over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;
    h. a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
    i. any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in paragraphs (a) to clause (h) above (inclusive);
    j. the Customer suspends, threatens to suspends, ceases or threatens to cease to carry on all or a substantial part of its business;
    k. the financial position of the Customer deteriorates to such an extent that in the opinion of PGL the capability of the Customer to adequately fulfil its obligations under the Agreement has been placed in jeopardy; or
    l. (being an individual) the Customer dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing his or her own affairs or becomes a patient under any mental health legislation.
    “Intellectual Property Rights”
    patents, rights to inventions, copyright and related rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.
    “Order“
    the order by the Customer for the Goods, as set out in the purchase order form of the Customer.
    “Services“
    general marketing advice, assistance and support in relation to the Goods.
    “Company“
    Pleass Global Limited (registered in Fiji with company number _.
    “Company Materials“
    all materials, equipment, documents and property of PGL.