MANGOBEAN LTD – GENERAL TERMS OF BUSINESS (“TERMS”)

1. GENERAL
1. in these Terms and on the Sales Order Form:
1. “Accessories” means accessories to the Equipment, Service or Ingredients;
2. “Mangobean Ltd” means Mangobean Ltd. Whose registered office is at 15 Addison road Bromley Kent BR2 9RP.
3. “Customer” means the person named on the Sales Order Form as the Customer;
4. “Delivery”  means the delivery of the Items or any part thereof in accordance with these Terms;
5. “Delivery Date” means the date for delivery as specified on the Sales Order Form or as otherwise agreed between the parties;
6. “Equipment” means beverage dispensing machines by and through which ingredients are sold;
7. “Force Majeure”  means any circumstances beyond the reasonable control of either party;
8. “Intellectual Property Right” means any patent, utility, model, design right,regisrterd design,, know –how, show-how; trade or service marks, rights in databases, topography rights and any equivalent or similar right in any jurisdiction throughout the world including any application or the right to apply for any of the foregoing;
9. “Items” means Ingredients  and/or Equipment and/or Service and/or Accessories provided by Mangobean Ltd;
10. “Loss”  means any and all claims, demands losses, expenses, costs, actions and proceedings whether of a direct, indirect, special or consequential nature or otherwise;
11. “Ingredients” means items  of  food or drink packaged supply by and through equipment;
12. “Sales Order Form” means  the sales order form which has been signed by or on behalf of the customer and Mangobean Ltd;
13. “Specifications” means the description of the Ingredient and Equipment which may be issued by Mangobean Ltd. To the customer;
2. These Terms (which for the avoidance of doubt, shall include the contents of the Sales Order Form)apply to any supply by Mangobean Ltd of items;
3. Any contract between Mangobean Ltd and the customer (“The Contract”) shall incorporate and be subject to these terms and conditions by the Customer of any Items shall be conclusive proof that the Customer has accepted these Terms shall be binding upon Mangobean Ltd. unless made in writing by a Director of Mangobean Ltd.
4. The employees or agents of Mangobean Ltd. Are not authorised to make any representations concerning the Items unless confirmed by Mangobean Ltd. In writing. In entering into the Contract the Customer acknowledges that it does not rely on any such representations which are not confirmed.
5. Any advice or recommendation given by Mangobean Ltd. Or its employees to the Customer as to the storage, application or use of the Items which is not confirmed by Mangobean Ltd. In writing is followed or acted upon entirely at the risk of the Customer and accordingly Mangobean Ltd. Shall not be liable for any such advice or recommendation which is not confirmed.
6. The Customer agrees and undertakes that it will that it will keep confidential and will not disclose or use for any purpose(other than to perform its obligations under the contract)any information of a confidential nature(including trade secrets and information of commercial value) which may be disclosed to it by or on behalf of Mangobean Ltd. Any plans, drawings, design, specifications and other materials supplied to the customer  by Mangobean Ltd. Shall at all times remain Mangobean Ltd’s property and shall be returned to Mangobean Ltd. Immediately upon request.
7. The Customer acknowledges that in order to consider its application for credit with Mangobean Ltd., it will be necessary for Mangobean Ltd., to carry out appropriate credit references checks and enquiries against the Customer. In that regard , the Customer hereby gives Mangobean Ltd., its express authority and permission to carry out such checks and enquiries as it deems necessary and to compile and/or hold such personal information as comes into possession or use in connection with this application
2. PRICES
1. The Price payable by the Customer for any items, shall be that set out in Mangobean Ltd., published price list  current at the time of the Customer’s order or, if different, the price set out in the sales Order From(“The Contract Price”)
2. All prices are exclusive of Value Added Tax, which will be charged at the rate applicable at the appropriate tax point.
3. If, subsequent to signature of the Contract by Mangobean Ltd. And the Customer, Mangobean Ltd. Incurs any increase in any of its costs including, but not limited to raw materials, labour or transport, then Mangobean Ltd. may, without notice to the Customer, increase the price payable.
3. PAYMENT
1. Except where Mangobean Ltd. has agreed in writing to extend credit to the Customer the Contract Price for any for any items shall be payable in full:
1. upon Delivery or completion; or 3.1.2 when the items are ready for Delivery but Mangobean Ltd. is prevented or delayed from delivering the Items due to Force Majeure; or 3.1.3 If the Customer wrongfully fails to take Delivery of the Items.
2. The time stipulated for payment shall be of the essence of the Contract and payment by post shall be at the risk of the Customer. Failure to pay within 7 days of the due date shall be deemed to be repudiation of this Contract by the Customer at Mangobean Ltd. discretion.
3. Unless otherwise agreed in writing and except where insolvency laws provide otherwise the Customer shall not be entitled to set off against any monies due to Mangobean Ltd.  under the Contract any amount claimed by or due to the Customer from Mangobean Ltd. Any items which the Customer has not paid for in full on the due date and which are held by Mangobean Ltd. at its premises are so held at the customer’s risk.
4. Mangobean Ltd. shall be entitled to interest on any outstanding from its due date until the date of actual payment such interest to accrue on a daily basis at the rate of 3%per annum above Mangobean Ltd’s principle banker’s base lending rate during such period and such interest shall be paid monthly.
5. The Customer will pay the full list price for Ingredients supplied. Credit will be given only for any unopened undamaged full cases of Ingredients.
4. DELIVERY
1. Delivery of any items, shall be made to the Customer at the delivery address specified in the Sales Order Form and the risk in respect of all Items (but not      property in such Items) shall pass to the Customer at the time of delivery or if the Customer wrongfully fails to take delivery of the items the time when Mangobean Ltd., has tendered delivery of the Items. The property in the Items shall not pass to the Customer except in clause 5 below.
2.  Any date or period set out in the Sales Order Form or which is otherwise agree3d by the parties for delivery is approximate only and time shall not be of the essence for such delivery. If Mangobean Ltd., is prevented from delivering any items at the time provided for delivery by reason of Force majeure then the period for delivery shall be extended by the time lost due to such Force Majeure. Details of force Majeure will be forwarded by Mangobean Ltd., to the Customer as soon as reasonable practicable.
3. Should the Customer fail to take delivery on or before the delivery date Mangobean ltd. should be entitled to:
1. If it has not already do so to invoice such items forthwith to take the invoice into account.
2. To treat the contract as repudiated by the customer and without prejudice to any other right Mangobean Ltd may has against the customer Mangobean Ltd. shall be entitled to resell the items and shall be entitled to be indemnified by the customer for any loss which it suffers
4. Mangobean Ltd. reserves the right to deliver the items by instalments and where Mangobean Ltd. does so each delivery shall constitute a separate contract and any failure by it to deliver any one or more of the instalments in accordance with these terms or any claim by the customer in respect of any one or more instalments shall not entitle the customer to treat the contract as a whole as repudiated.
5. The customer shall store and transport the items in conditions. The customer shall comply with all reasonable requests made by Mangobean Ltd. with a regard to the conditions in which the items are to be stored and transported.
5. TITLE
1. Title of items shall not pass to the customer until the price of any items comprised in this contract and all other money due from the customer to Mangobean Ltd. on any other account has been paid or satisfied in full and the customer shall hold the same fiduciary agent of and baliee for Mangobean Ltd. accordingly the customer shall store items separately from goods owned by it or any third party and shall appropriately identify and mark items as belonging to Mangobean Ltd. and will ensure such item for their replacement value with a reputable insurer and ensure and note Mangobean Ltd’s interest on any policy documents until such time as the customer pays Mangobean Ltd.
2. Until such time as title to the items has passed to the customer (and provided that the items are still in existence and have not been resold) Mangobean Ltd. shall be entitled at any time to require the customer to deliver up the items to Mangobean Ltd. and if the customer fails to do so forthwith Mangobean Ltd. or its agents may enter the customers premises and take possession of any items in which title remains with Mangobean Ltd. and remove and dispose of them as it thinks fit. Mangobean Ltd. shall apply the proceeds of disposal (after deduction of all expenses) in discharge of the amount unpaid by the customer.
6. INTELLECTUAL PROPERTY

Unless otherwise agreed in writing:

1. All copyright and design rights in any drawings or designs created by or on Mangobean Ltd’s behalf in the performance of the contract or which otherwise relates to the items; and
2. All Intellectual Property Rights in relation to the items and their method of manufacture shall vest in Mangobean Ltd. and remain its property notwithstanding the purchase of the items by the customer and the customer undertakes to enter into such agreements or deeds as Mangobean Ltd. shall require to vest any such Intellectual Property Rights as foresaid.
1. INSOLVENCY AND BREECH OF CONTRACT
1. If any of the following events occur, are threatened or in the opinion of Mangobean Ltd. are reasonable likely to occur:
1. The customer shall commit a breech of the contract and fail to remedy such (if capable of remedy) within 30 days of receipt of notice in writing from Mangobean Ltd., requesting that it be remedied;
2. Any distress or execution is levied upon any of the Ingredients or property of the customer or upon any Ingredients title to or property in which is in Mangobean Ltd. pursuant to this contract;
3. The customer (or where the customer is in partnership, any partner thereof) offers to make any arrangements with or for the benefit of its or his creditors suffers, the making of an interim order or a petition is presented or and order is made for the customer to become bankrupt; or
4. The customer (being a limited company) has an administrator or an Administrative Receiver or and Receiver and Manager appointed of the whole or any part of it undertaking property or assets or a petition is presented or any order is made or resolution is passed or analogues proceedings are taking for the winding up of the customer (save for the purpose of reconstruction or amalgamation without insolvency and previously approved in writing by Mangobean Ltd.);

Then Mangobean Ltd. shall be entitled (without prejudice to its other claims and rights under the contract) to suspend further performance of the contract and any other contract in between Mangobean Ltd. and the customer for such time as it should in its absolute discretion think fit or (whether or not notice of such suspension shall have been given) to treat the contract as wrongfully repudiated by the customer and forthwith terminate the contract or any other contract between Mangobean Ltd. and the customer (either with or without notice to the customer) notwithstanding any previous agreement to the contrary the customer shall immediately pay Mangobean Ltd. the price for all items delivered or due to be delivered up to and including the date of termination and shall in addition indemnify Mangobean Ltd. against any loss incurred in connection with the non-performance of the contract.

1. SERVERANCE
1. If at any time or one or more of these Terms (or any paragraph, sub-paragraph or any part thereof) is held to be or becomes void or otherwise unenforceable for any reason under any applicable law, the same shall be deemed omitted herefrom and/or enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired thereby.
2. ASSIGNMENT AND SUB-LETTING
1. Mangobean Ltd. shall be entitled without the prior approval of the Customer to assign, sub contract or sub-let the contract or any part thereof, but the customer shall not be so entitled without the prior written approval of Mangobean Ltd. further, Mangobean Ltd. may assign wither absolutely or by way of charge the whole or any part of any sum which is or may become due and payable to it under this contract.
3. WAIVER
1. The rights and remedies of Mangobean Ltd. under this contract shall not be diminished waived or extinguished by the granting of any indulgence, forbearance or extension of time by Mangobean Ltd. nor by any failure of or delay by Mangobean Ltd. in asserting or exercising any such rights or remedies.
4. ENTIRE AGREEMENT
1. These Terms together with such other terms as are expressly incorporated herin by reference or are otherwise agreed in writing by Mangobean Ltd. and the customer shall together constitute the entire agreement between Mangobean Ltd. and the customer relating to the supply by Mangobean Ltd. or any items to the customer.
5. LAW
1. These Terms and each and every contract made pursuant hereto shall be governed by and construed in all respect and accordance with the Laws of England and Mangobean Ltd. and the customer irrevocably submit to the exclusive jurisdiction of the English Courts.