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Standard Terms of Fuel Supply - Farmlands Fuel Limited

  1. Application of Terms
    1.1 Application: These Terms apply to the supply of Fuel by Farmlands to any person (“Customer”).  By ordering or accepting Fuel from Farmlands, the Customer is deemed to have agreed to these Terms.  These Terms apply to the exclusion of any other terms (eg terms in any purchase order issued by the Customer), unless Farmlands agrees otherwise in writing.
        
  2. Supply and Delivery
    2.1 Delivery:  Farmlands will deliver Fuel to the Customer in the delivery amounts and to the delivery site specified in the Customer's purchase order (or such sites otherwise agreed between the Customer and Farmlands).  Delivery of Fuel will be deemed to have been completed at the point at which the Fuel passes the inlet flange of the relevant Fuel Tank at the relevant delivery site.  Farmlands will issue a delivery docket to the Customer recording the quantity, Fuel type and delivery site.  Farmlands' determination of the quantity of Fuel delivered shall be conclusive.

    2.2 Access:  The Customer will provide Farmlands (and its employees, agents and contractors) with access to the delivery site during the Customer's normal hours of operation and at such other times as may be necessary for Farmlands to deliver Fuel in accordance with these Terms.

    2.3 Reporting: The Customer shall immediately report any issues in respect of the Fuel to Farmlands.

    2.4 Supply Shortage: If at any time there is a shortage of Fuel, Farmlands may in its sole discretion allocate supply between the Customer and its other customers.

    2.5 Delay: Farmlands will not be liable for loss or liability suffered by the Customer as a consequence of any delay or failure to deliver any Fuel under these Terms.

    2.6 Lubricants: If the Customer agrees to purchase lubricants,  antifreeze, greases and other oil-based products, ANZPAC Oils Limited's standard terms of supply of Lubricants (available on request from Farmlands) shall apply to any such supply of Lubricants, unless agreed otherwise in writing.
        
  3. Risk and Title
    3.1 Risk and Title: The risk of loss or damage to the Fuel shall pass to the Customer at the point of delivery.  Title to Fuel shall remain with Farmlands until the Fuel has been paid for in full.

    3.2 Repossession: If Farmlands does not receive payment for any Fuel in accordance with these Terms, then without prejudice to any of Farmlands' other rights and remedies, Farmlands may retake possession and enter any premises owned or occupied by the Customer to do so.
         
  4. Security Interest
    4.1 Security Interests: The Customer grants Farmlands a security interest in all Fuel supplied to the Customer, to secure performance of the Customer's obligations under these Terms.

    4.2 Combined Goods: If any Petroleum Product is combined, blended or co-mingled with any other products or goods, Farmlands' security interest will extend to the new or co-mingled goods to the fullest extent permitted under the Personal Property Securities Act 1999 ("PPSA").

    4.3 Waiver of PPSA rights: The Customer agrees that nothing in sections 133 and 134 of the PPSA will apply to these Terms and waives its rights under sections 114(1)(a), 116, 120(2) 121 and 148 of the PPSA and its right to receive a copy of any verification statement under the PPSA.

    4.4 Change of Details: The Customer shall give Farmlands 14 days' notice of any change its name, address or contact details.
         
  5. Payment
    5.1 Price: Farmlands sets the purchase price for Fuel on a weekly basis (or such other frequency Farmlands determines).  Any change in pricing shall be effective immediately.

    5.2 Payment: The Customer will pay each invoice by the 20th of the month following Farmlands' invoice.  Farmlands may change the required frequency of payment, and may require payment to be made in advance or any other method, by giving 5 days' written notice to the Customer.

    5.3 Tax: Unless otherwise expressly indicated, all prices quoted or otherwise stated by Farmlands exclude GST, any other governmental taxes, duties and levies payable by Farmlands in relation to the relevant Fuel, and transport costs.

    5.4 Late payment:  Without limiting Farmlands' other rights and remedies, Farmlands may charge interest on overdue payments at 21% per annum and may suspend delivery of Fuel to the Customer if the Customer is in breach of these Terms or any other contract with Farmlands. 
         
  6. Customer Obligations
    6.1 Fuel Tanks: The Customer is responsible for ensuring each Fuel Tank is at all times fit for purpose, has all necessary licences, permits, certificates and consents required by applicable Law for the receipt, storage and discharge of Fuel in accordance with these Terms, and is maintained in good working condition, in accordance with all applicable Laws and best industry practice.  The Customer shall ensure the Fuel Tanks have sufficient capacity to safely hold any Fuel ordered.    

    6.2 Checks and records: The Customer shall check the Fuel Tanks on a regular basis and in accordance with all reasonable directions issued by Farmlands, shall keep full and accurate records of the results of all such checks (for at least 24 months afterwards), and shall provide those records to Farmlands for inspection promptly upon request. 

    6.3 Inspection: Farmlands may at any time inspect or test the Fuel Tanks to confirm the Customer is complying with its obligations under these Terms.

    6.4 Customer Spillage: The Customer shall prevent Fuel leaks and spills, and shall notify Farmlands immediately of any actual or imminent leak or spill and comply with the provisions of all applicable Laws and with the reasonable directions of Farmlands with regards to remedying any such leak or spill and preventing further occurrences.

    6.5 Insurance: The Customer shall maintain adequate public liability and professional indemnity insurance cover, with a reputable insurer to meet its obligations under these Terms. 

    6.6 Compliance with Laws: The Customer shall hold all permits, licences, authorisations, certifications and consents required to perform its obligations under these Terms.  The Customer will at all times comply (and ensure that its employees, agents and contractors comply) with all applicable Laws, permits, licences, authorisations, certifications and consents, and any reasonable directions of Farmlands.
         
  7. Liability
    7.1 Defective Fuel: To the fullest extent permitted by law, in case of Fuel quality being off specification at the time of delivery (i.e. failing to meet the relevant specifications set out for non-retail sales in the Engine Fuel Specifications Regulations 2011 as amended or replaced from time to time), the Customer shall not in any circumstance be entitled to damages exceeding an amount equal to the aggregate purchase price of the Fuel concerned. Farmlands shall have no further liability for any loss or damage suffered by the Customer or anyone else as a result of any Fuel being off specification.

    7.2 Limitation of Liability: To the fullest extent permitted by law, the maximum combined amount that Farmlands, including its employees, subcontractors or anyone else for whom it is responsible (together) will have to pay to the Customer, including its employees, officers and agents, and to anyone else who suffers any loss or damage as a result of the actions or omissions of Farmlands whether in connection with these Terms or otherwise, is $40,000 for any event or for any series of related events, or a total of $50,000 in aggregate in any 12 month period. 

    7.3 Consequential and Indirect Loss: Notwithstanding any other provision of these Terms, neither Party shall be liable under or in connection with these Terms, whether in contract, tort or otherwise, for any indirect or consequential loss or any loss of profit, lost business, loss of goodwill or loss of opportunity.

    7.4 No warranties:  To the extent permitted by law, all express or implied warranties or representations of Farmlands (and its directors, officers or employees) in relation to the Fuel are excluded.  The United Nations Convention on Contracts for the International Sale of Goods of Vienna, 11th April 1980, shall not apply to these Terms.
         
  8. Confidentiality and Intellectual Property
    8.1 The Customer will keep confidential and will not disclose nor use any information at any time communicated by Farmlands or any other member of the Farmlands group, under or in connection with these Terms or otherwise with respect to the supply of Fuel to the Customer except to the extent required for the performance of these Terms, as otherwise agreed in writing by Farmlands, or as required by law or the listing rules of any stock exchange on which its securities are quoted.
         
  9. General Provisions
    9.1 No waiver: No failure or delay by a party in insisting on the strict performance of these Terms or to exercise any right under this Agreement will operate as a waiver of those matters.  A waiver will not be effective unless it is in writing.  A waiver of any breach will not be a waiver of any other breach.    

    9.2 Further assurances: The Customer will take all actions and sign all documents reasonably required to give effect to the provisions of these Terms. 

    9.3 Force Majeure: Farmlands will not be liable for non-performance of any obligation under these Terms during the time and to the extent that such performance is wholly or substantially prevented by any event or circumstance beyond Farmlands' reasonable control.

    9.4 No Assignment: The Customer shall not assign or transfer these Terms, or any rights or obligations under these Terms, without Farmlands' written consent.  A change in the effective control or ownership of the Customer will be deemed to be an assignment by the Customer. 

    9.5 Credit reporters: If any payment is overdue, Farmlands may provide information that it holds about the Customer to credit reporters or its debt collector. 

    9.6 Variations: Farmlands may vary these Terms at any time by publishing the varied terms on its website.
        
  10. Definitions
    10.1 In these Terms (unless the context requires otherwise):

    Fuel Tank mean any tank which Fuel is to be delivered to the Customer, together with all associated dispensing equipment and the pipework between the tanks and dispensing equipment.

    Fuel means petrol, diesel, and any other petroleum products supplied by Farmlands from time to time.

    Law means any statute, act or legislation; any regulations, Order in Council or other delegated legislation; and any district plan requirement, regional plan requirement, by-law, ordinance or the like of any legally constituted public authority.  A reference to any law is a reference to that law as amended or substituted from time to time.