SALES AGREEMENT TERMS AND CONDITIONS PORT TO FARM

These terms and conditions form part of the Farmlands Nutrition Sales Agreement (“Sales Agreement”) between Farmlands Co-operative Society Limited (“Farmlands”) and the buyer specified in the Contract Schedule (the Buyer) (both are "Parties” to the Sales Agreement). They apply to every order for Products purchased via this Sales Agreement. Products purchased via this Sales Agreement are delivered directly to the buyer's farm/premises.

1. Contract

1.1 The Sales Agreement comprises the following documents:

(a) The Contract Schedule detailing the product, price, volume, delivery and other terms. This is recorded on Farmlands’ standard contract form via FarmlandsPRO or recorded in an email or text message confirmed in accordance with clause 2 below.

(b) The Contract Schedule detailing the product, price, volume, delivery and other terms. This is recorded on Farmlands’ standard contract form via FarmlandsPRO or recorded in an email or text message confirmed in accordance with clause 2 below.

(c) Farmlands’ Shareholder Terms and Conditions accompanying all Buyer Accounts and as published/updated at (“General Terms”).

1.2 In the case of ambiguity or conflict between the documents comprising the Sales Agreement, the priority of documents shall be determined in accordance with the order set forth in clause 1.1 above, with each document prevailing over a document listed lower in the priority order.

1.3 The Sales Agreement represents the entire agreement between the parties and supersedes any prior verbal or written communications. No amendments or additions to this Sales Agreement shall be valid unless approved and signed in writing by an authorised person from both parties, or superseded by the Contract Schedule.

1.4 Except where the context otherwise requires, capitalised terms used in these Sales Agreement Terms have the same meaning as defined in the General Terms.

2. Sales Agreement confirmation

2.1 Subject to clause 2.2, when the buyer requests to purchase products by completing the Sales Agreement (including the Contract Schedule) via FarmlandsPRO., Farmlands will review the Sales Agreement request. Depending on stock availability and product requirements, Farmlands may accept the purchase request by sending written confirmation of the Sales Agreement to the buyer. This confirmation may be delivered via email, courier, FarmlandsPRO or hand delivery.

2.2 The buyer will communicate their acceptance of the Sales Agreement to Farmlands by 4.00pm on the same day (or such other mutually agreed time). The buyer's acceptance may be made by email, text message, via FarmlandsPRO or hand delivery, using the buyer’s contact details, and in each case must include the buyer’s shareholder account number. After receiving the buyer's acceptance, Farmlands must confirm in writing (either via email, courier, FarmlandsPRO or a confirmation note delivered by hand) whether they are able to supply the requested products. However, there is no defined timeframe by which Farmlands must send this confirmation.

2.3 The Sales Agreement is deemed completed after it has been accepted and confirmed by Farmlands.

2.4 It is the sole responsibility of the buyer to ensure that their contact details are correct and kept up to date. The buyer must immediately notify Farmlands of any change to their contact details. Farmlands is not liable under this or any subsequent Sales Agreement for any failure or loss arising from the buyer's failure to provide, or the provision of, incorrect or outdated contact details.

2.5 For the purposes of this clause, Farmlands is entitled to assume that any person confirming acceptance using the most recent email address or phone number provided by the buyer to Farmlands is either the buyer themselves or someone authorised by the buyer to do so on their behalf.

3. Contract Volumes, Requested Delivery Month and Carriers

3.1 The buyer agrees to purchase the contracted volume specified in a Contract Schedule.

3.2 If the buyer place orders for more than the contracted volume as specified in the Contract Schedule, either in total or in a given period (compared with the delivery month requested), Farmlands may at its sole discretion elect to:

(a) reject or modify the order volume; or

(b) apply the latest price schedule or fair market value (as defined in clause 4.2(b)) to the volume exceeding the total contracted.

3.3 Farmlands will use its reasonable endeavors to supply the contracted volume on a timely basis. However, Farmlands is not responsible for any loss caused by failure to supply (or late supply) or any occurrences beyond Farmlands’ reasonable control, including but not limited to “acts of God”, terrorist acts, strikes, lockouts, acts of Government, significant raw material/commodity shortages and shipping or freight delays.

3.4 The month(s) requested for the full load or in spreads to be delivered is based on the calendar month, without a specific date within that month. Farmlands will endeavour to deliver within the requested calendar month; however, delivery may occur in the calendar month immediately before or after the requested month.

3.5 The buyer must not cancel or amend the Contract Schedule after it has been accepted by Farmlands unless otherwise agreed in writing by Farmlands.

3.6 If the buyer requests cancellation of a part or whole of the Contract Schedule, Farmlands reserves the right to charge the buyer for all reasonable costs incurred as a result of the cancellation. This may include but is not limited to, the cost of the remaining products under the Contract Schedule and Sales Agreement, freight costs, storage fees, and administrative fees.

3.7 If the buyer requests a change to the delivery location after the Contract Schedule is in place, Farmlands reserves the right to adjust the freight rate to reflect the new delivery location.

3.8 If the buyer rejects delivery, the buyer shall be liable for all reasonable costs incurred as a result of the rejection. These costs may include but are not limited to, storage fees, freight costs for the redirection to storage, redelivery charges, and any administrative fees incurred.

3.9 Risk in the Products passes to the Buyer on delivery to the delivery point specified in the Contract Schedule.

4. Default

4.1 If the buyer is, or is likely to be, in default in fulfilling this Sales Agreement (including but not limited to requesting cancellation of a part or whole of the Contract Schedule), the buyer must immediately notify Farmlands in writing. Farmlands will endeavour to work in good faith with the buyer to resolve any significant surpluses in the contracted volume and/or resolve any other relevant matters. Farmlands may at its sole discretion, elect to:

(a) Extend the Contracted Shipment Period: Any extension of the Contracted Shipment Period is at Farmlands’ sole discretion and may be granted subject to conditions. The Buyer must request any extension in writing no later than 7 days before the end of the Contracted Shipment Period (unless Farmlands agrees otherwise). Any charges incurred by Farmlands as a result of an extension are for the Buyer’s account, and may include (without limitation) storage, interest/financing costs and any hedging, futures margin or similar costs incurred in managing the contracted position. Further, Farmlands may charge "carrying” costs at a reasonable rate, based on the costs incurred while the products are in Farmlands’ storage. The costs will be applied per month and per quantity remaining on the balance of the Sales Agreement, or at such other rate, as may be agreed upon by the parties; or

(b) Renew Pricing to Fair Market Value: Farmlands may extend the contracted shipment period as specified at clause 4.1(a) and adjust the pricing to reflect fair market value; or

(c) Cancel the Sales Agreement: Farmlands may cancel the Sales Agreement and charge the buyer for all costs incurred due to the buyer's default, including but not limited to, the cost of the remaining products under the Sales Agreement, freight costs, storage fees, administrative fees and liquidated damages. The liquidated damages will be calculated as an amount equal to the undelivered contract quantity multiplied by the difference between the contract price and the fair market value, plus an additional 25%.

4.2 For the purpose of this clause:

(a) “default” includes a Default Event as defined in the General Terms; and

(b) “fair market value” means the price per volume determined Farmlands, based on the actual bona fide resale of the product, which is actively traded in the market. Alternatively, it may be ascertained from the prevailing prices being bid by other buyers for the feed product in the marketplace.

5. Contract Prices and Freight

5.1 Unless otherwise agreed in writing, Farmlands is responsible for arranging delivery to the buyer’s farm or premises. The buyer is not permitted to organise delivery or arrange a pick-up of the Products. Further, Farmlands reserves the right to adjust the price based on the actual freight and delivery costs incurred at the time of supply, which may include but are not limited to storage fees, freight costs for the redirection to storage, redelivery charges, and any administrative fees incurred.

5.2 If an incorrect freight rate is selected on this agreement, Farmlands reserves the right to adjust the freight rate based on the actual distance (in KM) from the selected port to the buyer’s farm or premises.

5.3 Further, Farmlands reserves the right, in its absolute discretion, to select the transport carrier for the delivery of the products to the buyer’s farm or premises. The buyer does not have the right to nominate or change Farmlands’ chosen transport carrier.

5.4 Unless expressly agreed in writing by Farmlands, all Prices are variable and subject to change in accordance with this Agreement. The Buyer acknowledges that it does not rely on the continuation of any Price and that Farmlands does not guarantee price stability for any period.

5.5 Farmlands may, at any time and on written notice to the Buyer, advise the Buyer in writing of price escalations or surcharges received from the Supplier (including transport provider) or producer of the Products. Farmlands will use all reasonable endeavours to minimise any costs applied under surcharges or price escalations received from the Supplier or producer of the Products (together referred to as Price Adjustments). Any Price Adjustments will be passed on without markup to the Buyer and where appropriate pro-rated to reflect the volume or weight of the Products ordered by the Buyer as is appropriate. Price Adjustments may arise from increased costs to, manufacture, procurement, storage, handling, insurance, freight, shipping, transportation, distribution or delivery of the Products, arising from (without limitation):

(a) increases in raw material or input costs;

(b) increases in labour, energy or compliance costs;

(d) supply chain disruption, Supplier failure, allocation or rationing; and

(e) any global, regional or national event or crisis impacting supply or costs (including pandemics, epidemics, wars, conflict, sanctions, natural disasters, fuel shortages or governmental actions).

Any amended Price will apply to all orders fulfilled after the date specified in Farmlands’ notice, regardless of when the order was placed.

5.6 If the Buyer does not accept a revised Price notified under this Agreement, Farmlands may, without liability:

(a) cancel the affected order;

(b) suspend supply; or

5.7 The exercise of Farmlands’ pricing rights under this Agreement is not limited by the existence of a Force Majeure Event.

6. Recommendations

6.1 The Buyer acknowledges that the Products are agricultural commodity inputs subject to inherent natural variability, and that Farmlands supplies the Products as received from its upstream suppliers without modification.

6.2 The buyer acknowledges that any advice, information or recommendation provided by Farmlands is given in good faith and based on the information supplied by the buyer. However, the decision to place an order, use the product or follow any recommendation rests solely with the buyer. Farmlands gives no guarantee regarding the value or outcomes of the product consumption, as variations may occur.6.1 The Buyer acknowledges that the Products are agricultural commodity inputs subject to inherent natural variability, and that Farmlands supplies the Products as received from its upstream suppliers without modification.

7. Claims and Disputes

7.1 Farmlands is committed to providing quality service, products and support at all times. The buyer agrees to notify Farmlands of any complaint regarding the product, whether related to quantity or quality, within 7 working days from the date of delivery. Farmlands has a complaints policy in place to address any claims or disputes arising from matters related to this Sales Agreement. A copy of the complaints policy is available upon request.

7.2 Upon receiving notice of a complaint within the specified period, Farmlands may, at its sole discretion, replace the product or issue credit for any product that was not supplied, incorrectly recorded or determined to be defective.

7.3 The Buyer acknowledges that the Products may be commodities or formulations supplied based on the Buyer’s order specifications or selection and that Farmlands does not warrant fitness for any particular farming, production or animal outcome.

8. Limitation of Liability

8.1 Farmlands is not liable for any indirect, consequential, or economic loss, cost for damage or loss of profits, loss of revenue, loss of goodwill, or loss of anticipated savings incurred by the buyer in connection with any act or omission of Farmlands or in relation to any error, omission or representation in any information provided to the buyer, including (without limitation) loss of production, loss of performance, or adverse impact on livestock or animals consuming the Products.

8.2 Farmlands will not be in breach of their obligations to the buyer or be liable to the buyer:

(a) for failure to deliver by a specified date;

(b) If the products are not ready for delivery on the specified date provided by Farmlands;

(d) if Farmlands is denied the permit or permission to import the Products the buyer ordered and/or under the Sales Agreement.

8.3 Farmlands’ liability to the buyer for all claims (whether in contract, tort (including negligence), or by virtue of a breach of any statutory duty or otherwise) is otherwise limited to the price paid for the relevant products that are subject of the claim. Farmlands’ liability to the buyer for all claims (whether in contract, tort (including negligence), or by virtue of a breach of any statutory duty or otherwise) is limited to an amount not exceeding the price paid for the relevant products that are subject of the claim.

8.4 Farmlands may, at their sole option, either:

(a) replace defective Products; or

(b) pay the buyer the price they paid to Farmlands for the defective /Products.

8.5 Farmlands will not however replace or pay for any defective Products:

(a) unless notifies the Farmlands of the defect within 7 working days of delivery of the products to the delivery point (the buyer's farm or premises); and

(b) unless the buyer allows Farmlands to fully investigate the claim and, if requested, return a sample of the Products to Farmlands for inspection.

8.6 The buyer agrees that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 are contracted out of where the buyer is in trade and the products are acquired by the buyer in trade.

8.7 This clause will not apply to the extent that the law prohibits Farmlands from limiting their liability.

For all other terms and conditions comprising this Sales Agreement, refer to the General Terms available at Here.