Terms of sale
These terms are the framework. The contract for any specific trade governs where the two differ.
These terms describe how Colinza structures a sale of green or roasted coffee. They are a general framework, not a complete contract and not legal advice. The binding terms for any trade are those in the signed sales contract or order confirmation, issued by the Colinza entity named on the invoice.
1. Contract formation
How long a quotation remains valid is stated on the quotation. When an offer becomes binding and what counts as acceptance are set out in the sales contract or order confirmation for each trade.
2. Specification and quality
The specification written into the sales contract governs, including any tolerances it sets. Where a pre-shipment sample is approved, it becomes the reference against which the shipment is judged.
3. Sampling and approval
The procedure for pre-shipment and shipment samples, the deadline for approval and the effect of not responding within that deadline are set out in the sales contract for each trade.
4. Claims, allowances and rejection
The window for raising a quality claim after arrival, how allowances are calculated, the thresholds for rejection and the body that decides disputed claims are set out in the sales contract.
5. Weights
The sales contract states whether shipped or landed weights govern, and any franchise allowed for weight loss in transit.
6. Incoterms and delivery
The incoterm, the delivery or shipment window and the consequences of a vessel delay are stated in the sales contract or order confirmation for each trade.
7. Price and payment
Price is agreed per trade, either as a fixed price or as a differential to a stated basis. Any fixation deadline, the payment terms and the consequences of late payment are set out in the sales contract.
8. Title and risk
Risk passes at the point defined by the incoterm agreed for the trade. When title passes is stated in the sales contract, which also sets out how the two relate.
9. Force majeure
The events treated as force majeure, how and when either party must give notice, and the consequences for the contract are set out in the sales contract.
10. Private label and contract roasting
How artwork and the pre-production sample are approved, who owns the printed film, and the remedies for a run that falls outside the agreed specification are set out in the private label agreement.
11. Intellectual property
Ownership of artwork supplied by a client, and any licence for a buyer to use Colinza origin content such as photographs or lot information, are set out in writing in the sales contract or private label agreement.
12. Governing law and disputes
The governing law, the dispute resolution procedure and, where arbitration applies, its rules and seat are stated in the sales contract for each trade.