Terms & Conditions

Definitions

“The Customer” means – the individual or organisation set out in the agreement defined as “Company Information”.
“Miko” means – Miko Coffee Limited, with registered office at Unit 4 Barncoose Industrial Estate, Barncoose, Redruth, England, TR15 3RQ. Registered under number 1677817.
“Account Application Form” means the front sheet of this contract with the details of the orders for equipment and products (forming part of the Agreement).
“Agreement” means – the Account Application Form and the terms and conditions in this document.
“All Equipment” means – terms which apply to all machinery identified in the agreement under “Equipment Details”.
“Purchased Equipment” means –machinery identified in the Account Application Form under “Equipment Details” marked with a purchase price.
“Rented Equipment” means –machinery rented by Miko to the Customer identified in the Account Application Form under “Equipment Details” marked with a rental price, and where the Customer pays Miko a quarterly rent for the equipment provided.
“Loaned Equipment” means machinery loaned by Miko to the Customer identified in the Account Application Form under “Equipment Details”, whereby no rental payments are due for the loan of the equipment.All terms noted below are valid unless explicitly stated within the Agreement. In the case of ambiguity or contradiction, the following terms will take precedence.
Contract Term. This Agreement shall commence on the date when it has been signed by all the parties at the Confirmation section of the Account Application Form. Unless terminated earlier in accordance with this Agreement, this agreement shall continue for the Agreement Length stated in the Account Application Form (Initial Term) and shall automatically continue for 12 months (Extended Term) at the end of the Initial Term and at the end of each Extended Term, unless terminated in accordance with the terms of the “Contract Termination” section of this Agreement.

All Equipment Terms

Miko will provide delivery, installation and start-up training (instruction on the basic function and cleaning cycle of the machine model provided) for All Equipment.
The Customer will ensure that all services required for All Equipment (where applicable; connection to water and appropriate power supply within one meter of where the machine will be placed, appropriate counter space and waste facility) are made available. Failure to do so will result in an aborted installation charge at Miko’s current list price, payable by the Customer.
The Customer is responsible for all costs relating to insurance against fire, theft and third-party liability, and for potential costs caused by the mistreatment of Equipment, and any damage caused, and for all costs necessary to carry out repairs.
The Customer is responsible for all costs relating to PSSR 2000 Regulations (boiler inspection certification), as required by law. Miko disclaims all liability arising out of non-compliance with this obligation.

Purchased Equipment Terms

The Agreement represents a purchase order for the Purchased Equipment. Cancellation of the Agreement will result in cancellation fees.
For the first 12 months of the Agreement, the Purchased Equipment will be covered by a warranty under the terms prescribed in the Warranty Terms section of this Agreement (“Warranty”).
Clause 2 of this section shall not apply to Purchased Equipment which is in a refurbished or used condition at the date of purchase. Any repairs of such equipment arranged by Miko will be subject to service costs at list prices chargeable from time to time.
The Warranty Terms will also apply during any period of extended warranty (beyond the initial 12 month period) specified in the Account Application Form.
After the expiry of the warranty period, Pay As You Go Tariffs will apply, during which all call-out, labour and parts required will be charged at list price published by Miko from time to time.

Rented Equipment Terms

The following terms apply to Rented Equipment and related products provided by Miko:

For the duration of the Agreement, Rented Equipment will be covered by a warranty on the terms prescribed in the Warranty Terms section of these terms and conditions.
The Customer cannot supply the Rented Equipment, or part thereof, to a third-party, whether it be through a sale, rental or loan. The Customer has no right to make any changes to the Rented Equipment or to any parts thereof.
The Customer will keep the Rented Equipment at the location specified in the Agreement. The Customer must obtain Miko’s written consent in advance to any proposed change in location of the Rented Equipment.
The rental price stated in the Account Application Form for each of the Rented Equipment includes the Rented Equipment Premium stated for each of the Rented Equipment. If the Customer fails to pay the rental price in accordance with this Agreement, or otherwise seeks to or cancels the contract, the Premium stated in the Account Application Form for each of the Rented Equipment will become payable in full to Miko immediately.
The Customer acknowledges and accepts that it the the agreement by Miko to loan the Rented Equipment to the Customer is agreed on the basis that only coffee and hot beverage related products and official cleaning products supplied by Miko must be used in the Rented Equipment and the Customer agrees to purchase at least the quantities of products stated within the “Coffee & Ingredient Commitment” section of the Agreement in each financial quarter.
For the avoidance of doubt, all coffee, hot beverage and authorised cleaning materials related products in conjunction with an agreement for Rented Equipment shall be supplied in accordance with the provisions of the Product Supply Terms section of this Agreement.
If the Customer uses any coffee, hot beverage related products and authorised cleaning materials in the Rented Equipment which have not been supplied by Miko (or otherwise without Miko’s consent in writing), any Warranty in this Agreement shall be void immediately and Miko may terminate the Agreement immediately, collect the Rented Equipment from the Customer, and invoice the Customer for the remaining balance of products for the remainder of the Initial Term or, if that has ended, the remainder of the relevant Extended Term.
The parties agree that Miko has the right to terminate the Agreement and collect any Rented Equipment from the Customer if the Coffee & Ingredient Commitment has not been met, immediately and without notice.
In the event of a breach of this section by the Customer, and irrespective of whether Miko chooses to terminate this Agreement, Miko may raise an invoice for the Customer for the shortfall in the amount of (1) the “Agreed Quarterly Coffee Usage”, at the “Agreed Coffee Price (KG)” and (2) the Premium for the Rented Equipment - both of which would be due at the end of the Initial Term or current Extended Term (if relevant).
All remedies in this section shall be without prejudice to any other remedy or claim Miko may have in respect of any breach of this Agreement by the Customer.

Loaned Equipment Terms

The following terms apply to Loaned Equipment and related products provided by Miko:

iko and the Customer acknowledge and agree that the Loaned Premium / Case stated in the Accounts Application Form shall be added to the invoice for each case during the Initial Term. The parties acknowledge this forms part of the Total Loaned Premium stated in the document which covers the upfront costs Miko incurs for the equipment requirements and the technical cover for the Initial Term for the Customer’s requirements.
At the end of each usual financial quarter of the Initial Term, if the Customer has ordered less than the Agreed Quarterly Coffee Usage stated in the Coffee & Ingredient Commitment, Miko may, in addition to the its rights under any other provision in this Agreement, invoice the Customer for the shortfall in the amount of (1) the “Agreed Quarterly Coffee Usage”, at the “Agreed Coffee Price (KG)” and (2) the Quarterly Loaned Premium due for that quarter
At the end of each usual financial quarter of the Initial Term, if the Customer has ordered more than the Agreed Quarterly Coffee Usage stated in the Coffee & Ingredient Commitment, Miko will issue a credit note to the Customer, within 30 working days, for the amount of Quarterly Loaned Premium overpaid by the Customer.
For the duration of the Agreement, Loaned Equipment will be covered by a warranty on the terms prescribed in the Warranty Terms section of these terms and conditions.
The Customer cannot supply the Loaned Equipment, or part thereof, to a third-party, whether it be through a sale, rental or loan. The Customer has no right to make any changes to the Loaned Equipment or to any parts thereof.
The Customer will keep the Loaned Equipment at the location specified in the Agreement. The Customer must obtain Miko’s written consent in advance to any proposed change in location of the Loaned Equipment.
The Customer acknowledges and accepts that it the agreement by Miko to loan the Loaned Equipment to the Customer is agreed on the basis that only coffee and hot beverage related products and official cleaning products supplied by Miko must be used in the Loaned Equipment and the Customer agrees to purchase at least the quantities of products stated within the “Coffee & Ingredient Commitment” section of the Agreement in each financial quarter.
For the avoidance of doubt, all coffee, hot beverage and authorised cleaning materials related products in conjunction with a Loaned Equipment agreement shall be supplied in accordance with the provisions of the Product Supply Terms section of this Agreement.
If the Customer uses any coffee, hot beverage related products and authorised cleaning materials in the Loaned Equipment which have not been supplied by Miko (or otherwise without Miko’s consent in writing), any Warranty in this Agreement shall be void immediately and Miko may terminate the Agreement immediately, collect the Loaned Equipment from the Customer, and invoice the Customer for the remaining balance of products for the remainder of the Initial Term or, if that has ended, the remainder of the relevant Extended Term.
The parties agree that Miko has the right to terminate the Agreement and collect any Loaned Equipment from the Customer if the Coffee & Ingredient Commitment has not been met, immediately and without notice.
In the event of a breach of this section by the Customer, and irrespective of whether Miko chooses to terminate this Agreement, Miko may raise an invoice for the Customer for the shortfall in the amount of (1) the “Agreed Quarterly Coffee Usage”, at the “Agreed Coffee Price (KG)” and (2) the Total Loaned Premium both of which would be due at the end of the Initial Term or current Extended Term (if relevant).
All remedies in this section shall be without prejudice to any other remedy or claim Miko may have in respect of any breach of this Agreement by the Customer.

Contract Termination

Either party may give written notice to the other party, not later than 3 months before the end of the Initial Term or the relevant Extended Term, to terminate this agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.
This Agreement cannot be terminated early by either party, except by Agreement in writing or otherwise in the case of material breach by one of the parties. The following are considered a material breach: a. The Customer failing to meet the Agreed Quarterly Coffee Usage stated in Coffee and Ingredient Commitment for any quarterly period during the Agreement and Miko may invoice the Customer for the amount of the shortfall due in respect of the “Agreed Quarterly Coffee Usage”, at the “Agreed Coffee Price (KG)”, (2) any Total Loaned Premium, (3) any Deposit held and (4) any Premium payable for Rented Equipment - all of which would be due at the end of the Initial Term or current Extended Term (if relevant). b. Any damage caused to the Rented Equipment or Loaned Equipment by the Customer, its employees or customers due to negligent acts, mistreatment or otherwise failure to comply with Miko’s instructions relating to the use and care of the Rented Equipment or Loaned Equipment c. Non-payment of any invoice issued to the Customer under this Agreement 30 days after its due date.
In case of early termination by Miko due to a breach of this Agreement by the Customer, notwithstanding any other claim Miko may have, it is agreed by the parties that liquidated damages will be due from the Customer to Miko, the amount of which will be equal to 3 months’ Rented Equipment rental (if applicable), or to the equivalent value of 3 months’ of the mean average usage of Miko products, whichever is higher.
In case of early termination by Miko due to a breach by the Customer, any deposits paid by the Customer will be retained by Miko.
Without limiting its other rights or remedies, Miko may terminate this Agreement with immediate effect by giving written notice to the Customer if the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors.
Early termination of the Agreement by either party will cause all outstanding invoices to become due immediately.
Upon termination of the Agreement for any reason, any Rented Equipment or Loaned Equipment may be collected by Miko immediately and without prior notice.
Termination of the Agreement shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.
Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

Warranty Terms

Unless excluded in the Account Application Form or otherwise in respect of any used or refurbished Equipment loaned or sold to the Customer by Miko, the following is included by Miko during the Initial Term and any extended warranty period specified in the Account Application Form:

a. Access to Miko’s 24 hour technical service line.
b. Service response Monday to Friday, between the hours of 8:30 to 17:00.
c. Where applicable; access to Miko’s weekend call-out service.
d. Attendance by a Miko-approved engineer within 48 hours of a fault being logged.
e. All call-out and labour costs relating to mechanical and electrical failure of All Equipment.
f. Cost of mechanical and electrical parts & components.
h. Replacement machinery supplied on equivalent terms, only in the event that Rented Equipment or Loaned Equipment is deemed to be un-repairable on site by the Miko Service Manager). If you have Purchased Equipment this is available but there will be a surcharge.

The following is excluded by Miko during any Warranty term and will incur charges at list rates published by Miko from time to time (or otherwise specifically quoted from time to time):

a. Non-technical / non-machine related calls.
b. Drink setting changes.
c. All costs for works required due to scale and/or a lack of appropriate, well maintained water filtration.
d. All costs for parts and fitting due to loss, damage or neglect.
e. All costs relating to lack of cleaning.
f. All costs relating to faults caused by operator error or neglect (including but not limited to; soured boiler, blocked coffee piston).
g. All costs for grinder blade changes.
h. Costs relating to site access (including but not limited to; fees required for engineer passes to access restricted buildings such as airports / council buildings)
i. All costs for abortive or “no fault found” service visits or for visits necessitated by failure to carry out the required level of cleaning / daily maintenance (and will be charged at list price)

The Customer agrees to use and care for the Equipment according to all instructions given by Miko with reference to the proper functioning and daily / weekly maintenance of the machines. The Customer acknowledges that failure to comply will result in a material breach of this Agreement and termination of the warranty period immediately.
Miko will charge at list price for any items lost or broken through misuse, e.g. bean hoppers, product canisters etc. Miko reserves the right to charge for call outs due to issues beyond its control and which fall under the responsibility of the Customer, such as electrical faults and blocked drainage pipes.

Pay As You Go Tariffs

For all Equipment without a current Warranty, and for services excluded under the Warranty Terms, Pay As You Go tariffs will apply. These shall be published by Miko from time to time. Some services may require a bespoke quote.

Product Supply Terms

Miko will deliver products to the Customer free of delivery charges for all orders located within Mainland UK with an order value of over £50.
It is the Customer’s responsibility to ensure staff are present at the delivery address to accept the products on the delivery date specified by Miko. Any costs incurred by Miko caused by the Customer’s failure to accept delivery will be the liability of the Customer and Miko shall raise an invoice to the Customer for all reasonable costs incurred directly or indirectly as a result of the Customer’s failure to accept the delivery.
Risk in the products and/or Equipment shall pass to the Customer on completion of unloading at the delivery location requested.
Title to the products and Purchased Equipment shall only pass to the Customer once Miko received payment in full (in cash or cleared funds). Title to any Rented Equipment or Loaned Equipment shall be retained by Miko.
The Customer agrees that Miko may from time to time increase the Agreed Coffee Price/KG (as stated in the Account Application Form) but no more than once during each 6 month period of this Agreement, unless otherwise stated on Account Application Form.
Miko will review product consumption levels with you periodically and if the Agreed Quarterly Coffee Usage stated in the Coffee & Ingredient Commitment is not met in any quarterly period, Miko shall be entitled to raise an invoice to the Customer for the quantity of products outstanding under the Agreed Quarterly Coffee Usage at the Agreed Price per kilogram, as prescribed in the Coffee & Ingredient Commitment.
Miko will review product consumption levels with you periodically and if the Agreed Quarterly Coffee Usage stated in the Coffee & Ingredient Commitment is not met in any quarterly period, Miko shall be entitled to raise an invoice to the Customer for the quantity of products outstanding under the Agreed Quarterly Coffee Usage at the Agreed Price per kilogram, as prescribed in the Coffee & Ingredient Commitment.
Payment terms are specified in the “Payment Terms” section of the Agreement. Credit terms (e.g. 30 days after invoice) are subject to an independent credit check.
Miko reserves the right to add a charge to any overdue invoice at a level sufficient to recover any costs incurred, including administration costs.
Miko charges interest at 2% over the base rate of the Bank of England for any late payment.
Claims for non-delivery or damaged goods cannot be entertained unless we are notified in writing within 48 hours of delivery.
This document represents a purchase order for any goods specified overleaf. In the event of an order being cancelled, a cancellation charge will be applied. Certain items may be specifically stocked for the Customer and it may not be possible to cancel an order and full payment will remain due.

Payment Terms

Miko may invoice the Customer for the price of products on or at any time after it confirms the relevant order to the Customer.
The Customer shall pay invoices in full in cleared funds within 30 days of the invoice date, unless otherwise stated in the Account Application Form. Payment shall be made to the bank account nominated in writing by Miko.
If the Customer fails to make any payment due to the Supplier under the Contract by the due date for payment, then, without limiting Miko's remedies under any other provision of this Agreement:

The Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause will accrue each day at 2% a year.
Miko may suspend all further deliveries of products until payment has been made in full.

All amounts due under this Agreement from the Customer to Miko shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law). Miko may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by Miko to the Customer.

Limitation of Liability

Nothing in this Agreement shall limit or exclude the Supplier's liability for:

death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
fraud or fraudulent misrepresentation;
breach of the terms implied by section 12 of the Sale of Goods Act 1979;
defective products under the Consumer Protection Act 1987; or
any matter in respect of which it would be unlawful for Miko to exclude or restrict liability.

Subject to clause 1 of this section:

Miko shall not be liable to the Customer, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, for any loss of profit whether by way of business interruption in the event any Equipment is faulty or in disrepair or otherwise, or any indirect or consequential loss arising under or in connection with the Agreement; and
Miko’s total liability to the Customer for all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), misrepresentation, restitution or otherwise, shall not exceed the total sums paid and/or payable by the Customer for the products under this Agreement.

Dealings

The Customer shall not assign, transfer, charge, subcontract, delegate, 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 Miko.

Entire agreement

This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this Agreement.

Variation

No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Waiver

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.

Severance

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.

Governing law

The validity and construction of the Agreement and all agreements of Miko shall be governed by the laws of England and Wales and both parties shall submit to the non-exclusive jurisdiction of the English Courts.