FarmlandsPRO Sales Agreement T&Cs - Bulk Nutrition

These terms and conditions form part of the Farmlands Bulk Feed Agreement between Farmlands Co-operative Society Limited (“Farmlands”, “Supplier”) and the buyer (both are “parties” to the Sales Agreement). They apply to every order for Products purchased via this Sales Agreement.

1. Contract

1.1 The Sales Agreement comprises the following documents:

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

(b) These terms and conditions (“Sales Agreement Terms and Conditions – Bulk Feed”); 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 as 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this Sales Agreement shall be valid unless approved and signed in writing by an authorised person from both parties, or superseded by the Contract Schedule.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 submits a request to purchase products by completing the Sales Agreement (including the Contract Schedule) either via FarmlandsPRO or any other method, the supplier will review the request for the Sales Agreement. 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 can be communicated 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, the supplier 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 the supplier must send this confirmation.

2.3 The Sales Agreement is 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 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, 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 to do so on their behalf.

3. Quantity, Delivery Schedule and Carriers

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

3.2 If the buyer places orders for more than the contracted quantity, either in total or in a given period, the supplier may at its sole discretion elect to:

(a) reject or modify the order quantity; or

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

3.3 The supplier will use their best endeavours to supply the contracted quantity on a timely basis. However, the supplier is not 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 If the buyer requests Farmlands to deliver the products and then make changes 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.

3.5 If the buyer rejects delivery or does not pick up the products within the time allocated to them or as otherwise agreed with Farmlands, the buyer shall be liable for all reasonable costs incurred as a result of the rejection or the late pick-up. 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 (including but not limited to requesting cancellation of a part or whole of the Contract Schedule), 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 quantity 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 products are in the supplier's 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: 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 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 tonne determined by the supplier, 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 product in the marketplace.

5. Contract Prices and Freight

5.1 Unless otherwise agreed in writing, and subject to clause 5.3, the contract prices and delivery terms in this Sales Agreement are based on Ex-Works (EXW) from the supplier’s premises, with the buyer responsible for pick-up (FCA - Free Carrier INCOTERMS 2010 or any later version) at a time and location mutually agreed upon in writing by the parties.

5.2 Subject to clause 5.3, if the supplier is requested to deliver the products to the buyer’s farm or premises, the supplier may add and adjust the prices to reflect the actual freight and delivery costs 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.

5.3 The supplier reserves the right, in its absolute discretion, to select the transport carrier for the pick-up of the products from the supplier's premises and delivery of the 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 given by the supplier is given in good faith and based on the information provided 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, products and support at all times. The buyer agrees to inform the supplier 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 this policy is available on 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 credit for any product that was not supplied, incorrectly recorded or determined by the supplier 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) If the products are not ready for pick up on the specified date provided by the supplier;

(d) if the supplier is denied the permit or permission to import the 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 limited to the value of the 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 products; or

(b) pay the buyer the price they paid to the supplier for the defective products.

8.5 The supplier will not however replace or pay for any defective products:

(a) unless the buyer notifies the supplier of the defect within 30 days of delivery of the products to the delivery point; and

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

8.6 You agree 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 the supplier from limiting their liability.

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