Standard Terms
of Supply
of Supply
These terms apply to all quotations, orders, and supply arrangements with Little Cocoa unless superseded by a written agreement signed by both parties. A copy is available at littlecocoa.com.au/supply-terms or on request.
01Definitions
In these terms:
"Little Cocoa" means Connexa Pty Ltd ABN 19 152 677 140 trading as Little Cocoa.
"Customer" means the person or entity that has accepted a quotation or placed an order.
"Goods" means the chocolate products and related items described in the relevant quotation or order.
"Order" means a purchase order, written acceptance of a quotation, or confirmed instruction to supply.
"Quotation" means a written estimate or quotation issued by Little Cocoa.
"Special Conditions" means any conditions stated explicitly in the Quotation that supplement or override these terms.
02Quotations and Orders
2.1
A Quotation is an offer to supply and remains valid for the period stated on the Quotation, or 30 days from the date of issue if no period is stated.
2.2
A Quotation is accepted when the Customer provides written confirmation (including email), makes a prepayment where required, or issues a purchase order referencing the Quotation.
2.3
Little Cocoa reserves the right to withdraw or revise a Quotation at any time before acceptance.
2.4
Pricing in a Quotation applies to the specific order quantity stated. Variations in quantity may result in revised pricing and must be agreed in writing.
2.5
Quotations are prepared in good faith based on information available at the time. If material costs or circumstances change significantly before acceptance, Little Cocoa may issue a revised Quotation.
03Prepayment and Payment Terms
3.1
Where a Quotation specifies a prepayment, that amount is due by the date stated. Little Cocoa will not commence work, procure materials, or reserve production capacity until the prepayment has been received and cleared.
3.2
The balance of payment is due on or before the date stated in the Quotation or invoice, unless otherwise agreed in writing.
3.3
Payments must be made by bank transfer to the account details shown on the invoice. Cheques are not accepted.
3.4
All prices are in Australian dollars and inclusive of GST unless stated otherwise.
3.5
Where payment is not received by the due date, Little Cocoa may:
(a)suspend or cancel the order;
(b)charge interest on overdue amounts at 10% per annum calculated daily; and
(c)recover reasonable costs of collection.
3.6
Prepayments are non-refundable if the Customer cancels the order after work has commenced (see clause 6).
04Artwork, Design, and Concept Sign-Off
4.1
Where a Quotation includes a concept or artwork phase, Little Cocoa will submit concept artwork for the Customer's written approval before proceeding to production.
4.2
The Customer must provide written sign-off (including email) within the period stated in the Quotation. Delays to sign-off will extend the delivery date accordingly and Little Cocoa accepts no liability for late delivery caused by delayed sign-off.
4.3
Changes requested after concept sign-off may result in additional charges and revised delivery dates, to be agreed in writing.
4.4
Artwork, designs, and creative work produced by Little Cocoa remain the intellectual property of Connexa Pty Ltd until full payment has been received. Upon receipt of full payment, ownership of customer-specific artwork transfers to the Customer. Generic design elements, templates, and production techniques remain the property of Little Cocoa.
4.5
The Customer warrants that any artwork, logos, or trademarks supplied to Little Cocoa do not infringe the intellectual property rights of any third party. The Customer indemnifies Little Cocoa against any claim arising from such infringement.
05Delivery
5.1
Delivery dates stated in a Quotation are estimates only. Little Cocoa will make reasonable efforts to meet stated dates but does not guarantee delivery by a specific date unless a firm delivery commitment is stated in writing.
5.2
Delivery dates are contingent on:
(a)prepayment being received by the due date;
(b)concept sign-off being provided by the date stated; and
(c)the Customer providing all required information (artwork, specifications, delivery address) in a timely manner.
5.3
Little Cocoa is not liable for delays caused by circumstances beyond its reasonable control, including but not limited to supplier delays, transport disruptions, or events of force majeure.
5.4
Risk in the Goods passes to the Customer upon delivery to the nominated delivery address. Title passes upon receipt of full payment.
5.5
Where delivery is to a third party address (e.g. an event venue or gift recipient), the Customer accepts responsibility for ensuring the address is correct and accessible. Little Cocoa is not liable for failed delivery due to an incorrect or inaccessible address.
06Cancellation and Variation
6.1
Orders may only be cancelled with Little Cocoa's written agreement.
6.2
If the Customer cancels an order after acceptance but before production has commenced, Little Cocoa may retain costs already incurred (including materials ordered and design work completed).
6.3
If the Customer cancels after production has commenced, the full order value is payable.
6.4
Variations to confirmed orders (quantity, specification, delivery address, or timing) must be agreed in writing and may result in revised pricing and delivery dates.
07Quality and Returns
7.1
Little Cocoa warrants that the Goods will be of merchantable quality and comply with the description in the accepted Quotation.
7.2
The Customer must inspect Goods within 5 business days of delivery and notify Little Cocoa in writing of any defect or non-conformance. Failure to notify within this period constitutes acceptance.
7.3
Where a valid defect is notified, Little Cocoa will, at its election, replace the defective Goods or issue a credit. Little Cocoa's liability is limited to the value of the defective Goods.
7.4
Little Cocoa accepts no liability for defects caused by incorrect storage, handling, or use of the Goods after delivery.
7.5
Chocolate products are perishable and temperature-sensitive. The Customer is responsible for appropriate storage on receipt. Little Cocoa does not accept returns on the basis of damage caused by exposure to heat or improper storage.
08Limitation of Liability
8.1
To the extent permitted by law, Little Cocoa's total liability to the Customer arising from any order or these terms is limited to the value of the relevant order.
8.2
Little Cocoa is not liable for indirect, consequential, or special loss or damage, including loss of profit, loss of opportunity, or reputational damage.
8.3
Nothing in these terms excludes consumer guarantees under the Australian Consumer Law where those guarantees cannot be excluded by law.
09Privacy
9.1
Little Cocoa collects and uses Customer information for the purpose of fulfilling orders, managing accounts, and communicating about products and services.
9.2
Customer information is not sold or disclosed to third parties except as required to fulfil the order (e.g. delivery providers) or as required by law.
9.3
The Customer may request access to or correction of their information by contacting [email protected].
10Governing Law
10.1
These terms are governed by the laws of Queensland, Australia.
10.2
Any dispute arising from these terms or an order will be subject to the jurisdiction of the courts of Queensland.
10.3
The parties agree to attempt to resolve any dispute by good faith negotiation before commencing legal proceedings.
11Special Conditions
11.1
Where a Quotation contains Special Conditions, those conditions apply in addition to these terms. In the event of conflict, Special Conditions prevail.
12Changes to These Terms
12.1
Little Cocoa may update these terms from time to time. The version published at littlecocoa.com.au/supply-terms at the date of a Quotation applies to that Quotation.