SALES AGREEMENT TERMS AND CONDITIONS PORT TO FARM

These terms and conditions form part of the Farmlands Nutrition Sales Agreement (“Sales Agreement”) between Farmlands Nutrition, a division of Farmlands Co-operative Society Limited (“Farmlands”,” Supplier”) and the buyer (both are "Parties” to the Sales Agreement). They apply to every order for Goods/Products delivered direct 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 the supplier’s standard contract form via FarmlandsPRO but can also be recorded in an email or text message confirmed in accordance with clause 2 below.

(b) These terms and conditions (“Sales Agreement”); and

(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this Sales Agreement shall be valid unless approved and signed in writing by an authorised person from both parties, or superseded by the Contract Schedule.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 a Contract Schedule and/or submitting a purchase request via FarmlandsPRO, The supplier will review the purchase request. Depending on stock availability and product requirements, the supplier 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 the supplier 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’ contact details, and in each case must include the buyer’s shareholder account number. After receiving the buyer's acceptance, the supplier must confirm in writing whether they are able to supply the requested products. However, there is no defined timeframe by which the supplier must send this confirmation.

2.3 The Sales Agreement are deemed completed after it has been accepted and confirmed by the supplier.

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 the supplier of any change to their contact details. The supplier shall not be 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, the supplier is entitled to assume that any person confirming acceptance using the most recent email address or phone number provided by the buyer to the supplier 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 orders more than the contracted volume, either in total or in a given period (compared with the delivery month requested), the supplier 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 The supplier will use its ‘best endeavors’ to supply the contracted volume on a timely basis. However, the supplier shall not be responsible for any loss caused by failure to supply (or late supply) or any occurrences beyond the reasonable control of the supplier, 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 are based on the calendar month, without a specific date within that month. The supplier 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 may not cancel or amend the Contract Schedule after it has been accepted by the Supplier, unless otherwise agreed in writing by the supplier.

3.6 If the buyer requests cancellation of a part or whole of the Contract Schedule, the Supplier 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 goods/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, the supplier 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.

4. Default

4.1 If the buyer is, or is likely to be, in default in fulfilling this Sales Agreement, the buyer must immediately notify the supplier in writing. The supplier 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. The supplier may at its sole discretion, elect to:

(a) Extend the Contracted Shipment Period: The supplier may extend the contracted shipment period and charge "carrying” costs at a reasonable rate, based on the costs incurred while the goods/products are in the supplier's storage. The costs will be applied per month and per volume 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: The supplier 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: The supplier 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 goods/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 by the supplier, based on the actual bona fide resale of the feed 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, the supplier 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 Goods/Products. Further, the supplier reserves the right to adjust the price based on the actual freight and delivery costs incurred at the time of supply. The contract price, however, is fixed and non-negotiable.

5.2 The pricing of the product is determined by the supplier, and we reserve the right to amend the pricing if the buyer has selected incorrect pricing. Further, if an incorrect freight rate is selected on this agreement, the supplier 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 The supplier reserves the right, in its absolute discretion, to select the transport carrier for the delivery of the goods/products to the buyer’s farm or premises. The buyer does not have the right to nominate or change the supplier’s chosen transport carrier.

6. Recommendations

6.1 The buyer acknowledges that any advice, information or recommendation provided by the supplier 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. The supplier gives no guarantee regarding the value or outcomes of the product consumption, as variations may occur.

7. Claims and Disputes

7.1 The supplier is committed to providing quality service, goods/products and support at all times. The buyer agrees to inform the supplier in writing of any complaint regarding the product, whether related to quantity or quality, within 30 calendar days from the date of delivery. The supplier 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, the supplier may, at its sole discretion, replace the product or issue a credit for any product that was not supplied, incorrectly recorded or determined to be defective.

8. Limitation of Liability

8.1 The supplier 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 the supplier or in relation to any error, omission or representation in any information provided to the buyer.

8.2 The supplier 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) for loss caused by anything which is beyond the supplier's control; or

(c) where the supplier is refused of permit or permission to import the Goods/Products the buyer ordered and/or under the Sales Agreement.

8.3 The supplier's 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 value of the Goods/Products supplied by the supplier and associated with the buyer's claim or subject to the rest of this clause 8, the damage or loss the buyer actually incur or suffer, whichever is the less.

8.4 The supplier may, at their sole option, either:

(a) replace defective Goods; or

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

8.5 The supplier will not however replace or pay for any defective Goods/Products:

(a) unless notifies the supplier of the defect within 30 days of delivery of the Goods/Products to the Delivery Point (the buyer's farm or premises); and

(b) unless the buyer allows the supplier to fully investigate the claim and, if requested, return a sample of the Goods/Products to the supplier 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 Goods/Products are acquired by the buyer in trade.

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

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