TERMS AND CONDITIONS

1. Definitions

In these Terms of Trade, unless the context requires otherwise:

Agreement means these Terms of Trade, each credit application completed by the Customer, each order accepted by the Supplier, and each invoice issued by the Supplier.

Amount Payable means all amounts payable by the Customer to the Supplier in connection with the supply of Goods or Services, whether or not due for payment, including the price of Goods or Services, GST, interest, fees, charges, legal costs, enforcement costs and recovery expenses.

Customer means the person or entity acquiring Goods or Services from the Supplier and includes its successors, permitted assigns, trustees and personal representatives.

Goods means any goods, products or materials supplied by the Supplier.

PPSA means the Personal Property Securities Act 2009 (Cth).

Security Interest has the meaning given in the PPSA.

Services means any services supplied by the Supplier.

Supplier means Gro-Sure Pty Ltd ABN 74 682 012 808.

Terms used in these Terms of Trade that are defined in the PPSA have the same meaning unless the context requires otherwise.

If the Customer enters into this Agreement as trustee of a trust, the Customer is bound personally and as trustee.

2. Application of Terms

These Terms of Trade apply to all supplies of Goods or Services by the Supplier to the Customer.

The Customer is taken to have accepted these Terms of Trade if the Customer does any of the following:

· signs a credit application or other document referring to these Terms of Trade;

· places an order with the Supplier;

· accepts delivery of Goods or Services; or

· makes payment to the Supplier.

These Terms of Trade prevail over any terms contained in any purchase order, portal, confirmation, correspondence or other document issued by the Customer, unless the Supplier agrees otherwise in writing.

A contract for the supply of Goods or Services is formed when the Supplier accepts an order, issues an invoice or order confirmation, or dispatches Goods.

Any special conditions stated in an invoice or agreed in writing by the Supplier apply in addition to these Terms of Trade and prevail to the extent of any inconsistency.

3. Price, GST and Additional Charges

Unless otherwise stated in writing, all prices are in Australian dollars and exclude GST.

The Customer must pay GST on any taxable supply made by the Supplier under or in connection with this Agreement, in addition to the amount otherwise payable, at the same time as payment for the taxable supply is due.

The Supplier may charge separately for freight, delivery, handling, storage, insurance, packaging, carrier surcharges, temporary fuel levies, regional delivery surcharges and any other transport or logistics-related charges reasonably incurred in connection with the supply of Goods or Services, unless expressly stated otherwise in writing.

The Supplier may vary prices before delivery if the cost of supplying the Goods or Services increases due to factors beyond the Supplier’s reasonable control, including increases in supplier pricing, freight costs, fuel costs, duties, taxes, levies or government charges.

4. Delivery, Risk and Acceptance

Delivery occurs when the Goods are made available to the Customer, delivered to the Customer or its agent, or delivered to a carrier nominated by or on behalf of the Customer.

Unless otherwise agreed in writing, delivery terms are EXW Incoterms 2020 at the Supplier’s nominated premises.

Any date or time stated for delivery is an estimate only. Time for delivery is not of the essence unless expressly agreed in writing.

The Supplier may make partial deliveries and invoice each delivery separately.

Risk in the Goods passes to the Customer on delivery.

The Customer must inspect the Goods immediately on delivery.

Any claim relating to defective, damaged, short delivered or non-conforming Goods must be made in writing within 7 days after delivery.

Any other claim arising out of or in connection with the supply of Goods or Services must be made in writing within 30 days after the event giving rise to the claim.

If the Customer does not notify the Supplier within the applicable period, the Customer is taken to have accepted the Goods and Services and, to the fullest extent permitted by law, the claim is barred.

Goods may not be returned without the Supplier’s prior written consent and any approved return may be subject to freight, handling and restocking charges.

5. Payment

If the Supplier grants credit, all Amounts Payable must be paid in full within 25 days from the end of the month in which the Goods or Services are supplied, unless the Supplier agrees otherwise in writing.

If no credit is granted, or if credit is withdrawn, payment must be made before dispatch, on delivery, or as otherwise required by the Supplier.

The Customer must pay all Amounts Payable in full, without deduction, withholding, counterclaim or set-off, unless required by law.

The Supplier may allocate any payment received from the Customer towards any invoice, debt or obligation in any order the Supplier determines.

If the Customer is required by law to make any deduction or withholding from a payment due to the Supplier, the Customer must make that deduction or withholding, pay the deducted or withheld amount as required by law, and pay an additional amount so that the Supplier receives the full amount it would have received had no deduction or withholding been required.

The Customer may not withhold payment because of any dispute, complaint, claim or alleged defect unless the Supplier agrees in writing.

The Supplier may charge interest on any overdue Amount Payable at the rate of 1.5% per month, calculated daily from the due date until payment in full.

The Customer must pay all costs and expenses incurred by the Supplier on a full indemnity basis in connection with the recovery of overdue amounts, enforcement of this Agreement, and registration, perfection, maintenance or enforcement of any Security Interest.

6. Credit Review and Supply Control

Any credit accommodation granted by the Supplier is granted at the Supplier’s discretion.

The Supplier may at any time review, reduce, vary, suspend or withdraw any credit accommodation or credit limit by written notice to the Customer.

Without limiting any other right, the Supplier may suspend supply, place orders on hold, require payment in advance, require cash on delivery, reduce a credit limit or require additional security if:

· any Amount Payable is overdue;

· the Customer exceeds any approved credit limit;

· the Customer defaults under this Agreement or any other agreement with the Supplier;

· the Supplier reasonably considers that the Customer’s financial position or creditworthiness has materially

deteriorated;

· the Customer fails to provide information reasonably requested by the Supplier for credit assessment within 7 days;

· the Supplier reasonably believes continued supply on credit would expose the Supplier to a material risk of non-

payment.

The Supplier is not liable for any loss suffered by the Customer arising from the exercise of rights under this clause.

7. Default and Termination

The Customer is in default if:

· any Amount Payable is not paid when due;

· the Customer breaches this Agreement;

· the Customer becomes insolvent, bankrupt, in liquidation, under administration, subject to a controller, or unable to

pay its debts as they fall due;

· the Customer enters into or proposes any arrangement with creditors;

· execution, distress or similar process is levied against the Customer’s property;

· any information provided by the Customer is materially false or misleading; or

· any event or circumstance arises which, in the Supplier’s reasonable opinion, is likely materially and adversely to

affect the Customer’s ability to meet its obligations.

On default, and without limiting any other rights, the Supplier may:

· declare all Amounts Payable immediately due and payable;

· charge interest under clause 5;

· suspend or terminate any contract or credit accommodation;

· stop Goods in transit;

· recover Goods;

· enforce any Security Interest, guarantee or indemnity; and

· recover all costs and expenses of enforcement.

Either party may terminate this Agreement without cause on 30 days’ written notice to the other party.

Termination does not affect any accrued rights or liabilities. All Amounts Payable become immediately due on termination by the Customer. The Supplier is only required to complete delivery of Goods that have been paid for in full.

8. Retention of Title and PPSA Security

Legal and beneficial title to the Goods remains with the Supplier until the Supplier receives payment in full of all Amounts Payable.

Until title passes, the Customer:

· holds the Goods as fiduciary bailee for the Supplier;

· must store the Goods separately where reasonably practicable and clearly identify them as the Supplier’s property;

· must keep the Goods in good condition and insured for their full replacement value; and

· may sell the Goods in the ordinary course of business only on the basis that the proceeds of sale are held on trust

for the Supplier to the extent of the Amount Payable.

If the Customer defaults, or the Supplier reasonably believes payment may not be made when due, the Supplier may enter any premises where the Goods are located to inspect or recover the Goods, using reasonable force where lawful and reasonably necessary.

The Customer indemnifies the Supplier against any claim, loss or expense arising from the Supplier exercising its rights under this clause, except to the extent caused by the Supplier’s unlawful act or wilful misconduct.

Each contract and this Agreement together constitute a security agreement for the purposes of the PPSA.

The Customer grants the Supplier a Security Interest in:

· all Goods supplied by the Supplier;

· all proceeds of those Goods;

· all processed or commingled goods incorporating those Goods; and

· to the extent permitted by law, all present and after-acquired property of the Customer, to secure payment of all Amounts Payable and performance of all obligations under this Agreement.

The Customer must promptly do all things and sign all documents the Supplier reasonably requires to register, perfect, maintain or enforce a Security Interest and protect its priority.

To the extent permitted by law, the Customer waives any right to receive notices or statements under the PPSA that may lawfully be waived.

9. Customer Responsibilities for Agricultural Products

The Customer acknowledges that agricultural, crop protection and related products must be stored, handled, transported, mixed, applied and used strictly in accordance with:

· all applicable laws;

· all permit, licence and approval requirements;

· manufacturer and label instructions; and

· good industry practice.

The Customer is responsible for ensuring that any person using, storing, transporting or applying the Goods is appropriately trained, licensed and authorised where required by law.

To the fullest extent permitted by law, the Supplier is not liable for loss arising from misuse, incorrect storage, contamination, incompatibility with other products, improper mixing or application, or weather, climate, soil, crop or field conditions.

10. Liability and Australian Consumer Law

To the fullest extent permitted by law, the Supplier gives no warranty in relation to the Goods or Services unless expressly given in writing or required by law.

Neith er party is liable to the other for any indirect, incidental, special or consequential loss, including loss of profit, loss of use or loss of data, arising out of or in connection with the supply of Goods or Services.

The Supplier is not liable for loss arising from the Customer’s use of the Goods except to the extent liability cannot lawfully be excluded.

Nothing in this Agreement excludes, restricts or modifies any guarantee, right or remedy which cannot lawfully be excluded, restricted or modified.

Where the Supplier is permitted by law to limit its liability for breach of a non-excludable guarantee, the Supplier’s liability is limited, at the Supplier’s option:

· in the case of Goods, to replacement or repair of the Goods, resupply of equivalent goods, or payment of the cost

of doing so; and

· in the case of Services, to resupply of the Services or payment of the cost of resupplying them.

The Customer acknowledges that the Goods are acquired for business or investment purposes and not for personal, domestic or household use, unless otherwise agreed in writing.

11. Dispute Resolution

If a dispute arises out of or in connection with this Agreement, a party must give written notice to the other party setting out the nature of the dispute. Within 7 days after receipt of the notice, senior representatives of the parties must meet or confer in good faith to try to resolve the dispute. If the dispute is not resolved within 14 days after the notice is given, either party may refer the dispute to mediation administered in South Australia by a mediator agreed between the parties. The parties must share the mediator’s costs equally and each bear their own legal costs of the mediation. Nothing in this clause prevents a party from seeking urgent interlocutory or injunctive relief at any time.

12. Privacy and Credit Information

The Customer and each guarantor authorise the Supplier to collect, use, store and disclose personal information and credit-related information for purposes reasonably connected with:

· assessing any application for credit;

· establishing, administering, reviewing, varying or enforcing any credit accommodation;

· supplying Goods or Services;

· recovering debts and enforcing this Agreement, any Security Interest and any guarantee; and

· complying with legal and regulatory obligations.

The Customer and each guarantor authorise the Supplier to obtain from, and disclose information to, credit reporting bodies, trade referees, other credit providers, debt collection agencies, professional advisers, insurers, related bodies corporate and service providers engaged by the Supplier, for those purposes.

The Supplier will handle personal information and credit-related information in accordance with applicable privacy laws.

If the Customer or any guarantor does not provide requested information, the Supplier may refuse or withdraw credit accommodation.

13. General

The Customer must give the Supplier at least 14 days’ prior written notice of any proposed change in ownership, control, legal structure, trustee, partnership composition, business name, registered office, trading address or contact details.

The Customer remains liable for all Amounts Payable unless and until the Supplier expressly agrees in writing to any variation or novation.

A waiver of any provision of this Agreement is only effective if in writing and signed by the party granting the waiver.

If any provision of this Agreement is unenforceable, it must be read down to the extent necessary to make it enforceable, and if that is not possible it must be severed without affecting the remainder of the Agreement.

A party is not liable for delay or failure to perform an obligation, other than an obligation to pay money, to the extent caused by an event beyond that party’s reasonable control, provided that party gives prompt notice and uses reasonable efforts to mitigate the effect of the event.

This Agreement is governed by the laws of South Australia. The parties submit to the non-exclusive jurisdiction of the courts of South Australia.