| 1. |
GOODS: |
The Seller specifi ed overleaf (“Seller”) agrees to sell to the Buyer who agrees to purchase form the Seller the goods
specifi ed overleaf (“the goods”) upon and subject to the following terms and conditions and those specifi ed overleaf. |
| 2. |
PRICE: |
The price payable by the Buyer to the Seller for the goods is specifi ed overleaf (“price”) and shall be paid by the
Buyer to the Seller at the times and in the manner specifi ed overleaf. |
| 3. |
GST: |
| 3.1 |
Subject to clause 3.2, where the Seller is liable to pay any tax or impost in the nature of a goods and services tax (“GST”) in respect of any supply made to the Buyer under this agreement, the Buyer shall, in addition to any other payment required by this agreement, pay to the Seller on demand an additional amount on account of GST, such amount to be calculated by multiplying the consideration payable for the
supply by the prevailing GST rate. |
| 3.2 |
The Seller authorises the Buyer to produce a recipient created tax invoice for GST purposes. |
|
| 4. |
BINDING EFFECT: |
This confi rmation must be returned to the Buyer immediately duly signed by the Seller. The failure to return or
any delay in the returning of the confi rmation to the Buyer shall not prejudice the binding effect of the terms and
conditions of this agreement. |
| 5. |
PRODUCTION
FAILURE: |
| 5.1 |
If the Seller suffers production failure the Seller must give prompt notice to the Buyer as soon as the Seller
becomes aware of the same. |
| 5.2 |
Where production fails, the Seller may cancel this agreement upon paying to the Buyer a wash-out
payment being the amount by which the market value of the goods at the time of the wash-out exceeds
the price. |
|
| 6. |
FORCE MAJEURE: |
| 6.1 |
Save and except for production failure, both the Buyer and the Seller shall not be liable for
non-performance of it’s obligations under this agreement by reason of any event beyond it’s control. |
| 6.2 |
The Seller shall give to the Buyer notice of the presence of any such event promptly after the Seller
becomes aware of the existence of the same, and vice versa |
|
| 7. |
DELIVERY: |
| 7.1 |
If the Seller shall not deliver the goods at the delivery points specifi ed overleaf, the price may vary as
determined by the Buyer. |
| 7.2 |
If a delivery point is closed then delivery must take place by the delivery date specifi ed overleaf at another
delivery point agreed between the Seller and the Buyer. |
| 7.3 |
The Seller must strictly comply with the delivery time table and delivery instructions overleaf. |
| 7.4 |
The Seller must compensate the Buyer for any loss, damage, or injury caused to the Buyer by virtue of
early delivery, non-delivery or delay in the delivery of the goods. |
|
| 8. |
LIEN: |
The Seller warrants that the goods are not subject to any mortgage, lien, encumbrance or charge whatsoever
except as specifi ed overleaf. |
| 9. |
INDEMNITY: |
The Seller shall indemnify the Buyer against any claim or demand by any person claiming an interest in the goods. |
| 10. |
LEVIES: |
If the Buyer becomes liable to pay any levy otherwise payable by the Seller, the Seller shall immediately pay to the
Buyer the amount of the levy including any penalty and the Buyer may deduct from any amount owing to the Seller
any amount which it is or may become liable to pay in connection with the levy. |
| 11. |
PESTICIDES: |
The goods must comply with all relevant state and federal pesticide regulations. The Seller shall indemnify the
Buyer from any loss arising from any contamination of the goods. |
| 12. |
OWNERSHIP &
RISK: |
Upon delivery of goods in accordance with this agreement, risk in and title to the goods shall pass to the Buyer. |
| 13. |
EXCESSIVE
DELIVERY: |
Where the goods delivered exceed the specifi ed tonnage (plus the stipulated tolerance, if any, specifi ed overleaf)
the Buyer reserves the right to allocate the goods as follows:-
| 13.1 |
At the relevant daily cash price or other price as mutually agreed; |
| 13.2 |
Against any other existing contract; or, |
| 13.3 |
Reject the excess tonnage with all expenses being to the account of the Seller |
|
| 14. |
WEIGHT: |
The weight of the goods purchased under this agreement shall be verified by registered weightnote |
| 15. |
QUALITY: |
The Buyer reserves the right to reject any goods that do not meet the quality of description specifi ed overleaf.
In this event, the Buyer may:-
| 15.1 |
Reject the goods and any expenses incurred by the Buyer shall be reimbursed by the Seller; or |
| 15.2 |
Offer to the Seller a new payment rate per tonne and/ or a new destination, subject to agreement with
the Seller. |
|
| 16. |
SPECIAL
CONDITIONS: |
The special conditions specifi ed overleaf shall form part of this agreement. |
| 17. |
ENTIRE
AGREEMENT: |
These terms and conditions constitute the whole agreement between the Seller and the Buyer. No variations,
additions or supplementary terms shall be imported into this agreement unless in writing and signed by the parties. |
| 18. |
GOVERNING LAW: |
Unless otherwise stipulated overleaf, this agreement is governed and interpreted according to the laws of the State
of South Australia. |
| 19. |
GOVERNMENT
REGULATIONS: |
The obligations of the Buyer under this agreement shall be subject to any applicable government, export or other
regulations. |
| 20. |
TRADE RULES: |
Where not in confl ict with the above terms & conditions this contract is subject to the Trade & Arbitration Rules of
the National Agriculture Commodity Marketing Association Inc., (NACMA) in force at the time of contract. |
