Terms & Conditions of both Supply and Purchase of Goods

STANDARD TERMS AND CONDITIONS OF SUPPLY OF GOODS

1. Definitions

a) "Seller" means Steric Trading Pty Limited ABN 48 100 712 918.

b) "Buyer" means any person, body corporate or entity which purchases or orders the Goods from the Seller.

c) "Conditions" means these terms and conditions for the supply of the Goods by the Seller to the Buyer, as amended or varied in writing by the Seller.

d) "Contract" means a contract between the Seller and the Buyer for the sale of the Goods.

e) "Goods" means all goods delivered by the Seller to the Buyer or to be delivered by the Seller to the Buyer.

2. Application of Conditions

These Conditions apply to all orders placed by the Buyer with the Seller unless otherwise agreed in writing by a duly authorised officer of the Seller.

Any order made by the Buyer is not binding on the Seller until accepted by the Seller in writing. A Contract will be formed upon the written acceptance by the Seller of an order for the Goods by the Buyer. The Buyer acknowledges that it will be bound by these Conditions which will form part of the Contract. The Contract may only be varied with the Seller's prior written consent. To the extent any conflict exists between these Conditions and any other documentation or correspondence forming part of the Contract, these Conditions are paramount and prevail.

No terms stated by the Buyer in making an order will be binding upon the Seller unless accepted in writing by a duly authorised officer of the Seller.

These Conditions supersede all terms and conditions of sale previously issued by the Seller.

Any quotation issued by the Seller is not and will not be construed as an offer capable of acceptance by the Buyer.

Seller may decline order
The Seller reserves the right, in its sole discretion, to decline any order or part thereof. Any order or part thereof not accepted is deemed cancelled. The Seller requires that any order of Goods be in writing.

Governing Law & Submission to jurisdiction.

All of the Conditions and the Contracts will be governed by and interpreted in accordance with the laws of the State of New South Wales, Australia.

Cancellation of Orders
An order accepted by the Seller cannot be cancelled without the Seller's prior written consent (in its sole discretion). No application for cancellation or delay in delivery will be considered unless made by the Buyer in writing to the Seller. The Seller will consider an application for cancellation or delay in delivery in its sole discretion.

Price
Unless otherwise agreed in writing by the parties, prices are as set out in the current price list issued from time to time by the Seller plus any GST payable by the Seller and are subject to variation by the Seller without notice. If between the date of acceptance of an order and issue of an invoice, there is an increase in the cost to the Seller of supplying the Goods which is beyond the control of the Seller, then the Seller may increase the amount of the invoice in line with the increase in cost.

Unless the Seller expressly advises in writing, the price for any Goods does not include the costs of delivery of the Goods and all costs, charges or expenses incurred by the Seller in relation to delivery are payable by the Buyer. Any GST payable by the Seller in respect of the supply of the Goods will be paid by the Buyer to the Seller. The Buyer must supply the Seller with its ABN prior to, or at the time of, placing an order with the Seller.

Payment
The Seller will invoice the Buyer on delivery of the Goods.

Unless otherwise agreed in writing by the Seller, payment by the Buyer to the Seller will be made on or before the last day of the month following the month in which the invoice was issued. Time for payment is of the essence of the Contract. Where payments are overdue, the Seller may, in addition to any other rights it may have, in its sole discretion, either cancel orders under clause 15 or suspend delivery of outstanding Goods under clause 9.

If the invoice price is not paid by the due date then interest will accrue on that amount from the date of delivery of the Goods until the price is paid in full. Interest will be paid at a rate of 12% per annum. Interest will accrue on a daily basis and be payable on demand.

Payment Default
If the Buyer defaults in payment or breaches these Conditions then it will be liable for all costs incurred by the Seller and will indemnify the Seller against any loss, liability, charge, expense, outgoing or payment which the Seller suffers, incurs or is liable for in respect of the recovery of monies owing by the Buyer to the Seller.

Delivery
The Seller will deliver Goods purchased by the Buyer to the Buyer’s nominated warehouse or location within the capital city in which the Buyer predominantly carries on business, or to such other place as the Buyer specifies and the Seller agrees. The Seller reserves the right to make deliveries of any order by instalments in which case each instalment will be deemed to be the subject of a separate contract governed by these Conditions for which the Buyer must separately pay. Subject to clause 14, the Seller will not be liable in any way for any failure or delay in delivery or for any loss or damage resulting directly or indirectly from any failure or delay in delivery of the Goods irrespective of whether such failure or delay is negligent or within the Seller's control or otherwise.

If, due to any act, matter or thing beyond the control of the Seller, the address for delivery is unattended, delivery cannot otherwise be effected or the Goods cannot be dispatched, the Seller, in its sole discretion, may store the Goods at the Buyer's risk and expense or take such other steps as it considers appropriate.

If the Seller delivers the Goods then, unless otherwise agreed in writing by the Seller, the Goods must be unloaded by the Buyer immediately on arrival at the specified destination.

The Seller reserves the right to withhold deliveries if:

(a) the Seller, in its sole discretion, considers that the financial condition of the Buyer so warrants and that such action is advisable to protect the Seller's interests; or

(b) the terms of payment for any Goods are not strictly adhered to by the Buyer.

Acceptance
To the fullest extent permitted by law, the Buyer has five (5) business days from the delivery of Goods to accept or reject the Goods in writing and if the Buyer fails to notify the Seller within that period, the Buyer is deemed to have accepted such Goods.

Return of Goods
To the fullest extent permitted by law, no Goods will be returned unless:

a) prior authorisation has been given by the Seller;

b) the correct invoice number is quoted on the Buyer’s return docket;

c) the returns are made within five (5) business days after delivery; and

d) the reason for return is clearly stated on the Buyer’s return docket.

The Buyer and Seller acknowledge that the Buyer holds the Goods as from the date of delivery as bailee and agent for the Seller for the purpose of sale of the Goods in the ordinary course of the Buyer’s business. The Buyer will not be entitled to return the Goods to the Seller except as stated above or with the written consent of the Seller, at the discretion of the Seller. All Goods returned will be subject to a handling charge of 15% of the invoice price of the Goods and the Buyer will pay all return freight costs. Without limiting the generality of the foregoing, the Seller and the Buyer agree that, to the fullest extent permitted by law, the Buyer will not be entitled in any circumstances to return Goods which the Seller has acquired specifically for and at the request of the Buyer.

Risk
Risk in the Goods passes to the Buyer on delivery of the Goods or on dispatch of the relevant invoice whichever is the earlier and from that time the Buyer assumes all risk of loss and damage to the Goods including without limitation all loss or damage in the course of unloading the Goods following delivery.

Title to Goods
Notwithstanding any other provisions in these Conditions and notwithstanding that the Buyer has possession of the Goods, title to any and all Goods supplied by the Seller will remain with the Seller and no legal or equitable interest or property in the Goods whatsoever will pass to the Buyer until the Buyer has paid the full invoice price for all Goods supplied by the Seller under all invoices.

Until title passes the Buyer must:

(a) refrain from encumbering the Goods;

(b) store, mark and keep appropriate records for the Goods so that they can at all times be

identified and distinguished as the property of the Seller and in particular must refrain from mixing the Goods with any Goods owned by the Buyer or any other person;

(c) allow the Seller full and free access to the Buyer's premises where the Goods are located to retake possession of such Goods if the Buyer is in any way in breach of these Conditions;

(d) not dispose of the Goods unless all of the following conditions are satisfied:

(i) the Goods are disposed to a bona fide sub-purchaser in the ordinary course of the Buyer's business;

(ii) no event as specified in clause 15(a), (b) or (c) has occurred in respect of the Buyer; and

(iii) the Buyer maintains records of all disposals of the Goods and permits inspection of the records by the Seller promptly upon request; and

(e) hold such money received by the Buyer on account of the Goods as represents the amounts owing for such Goods in trust for the Seller in a separate bank account identified as the Seller's account and hold that money on trust for the Seller until the full amount due for the Goods has been paid.

The Buyer indemnifies the Seller against any claim, action, damage, loss, liability, cost, expense or payment which the Seller suffers, incurs or is liable for in respect of the Seller's exercise of its rights under this clause 13.

Warranty and Liability
(a) Subject to any condition, warranty or right implied or imposed by the Competition and Consumer Act 2010 (Cth) (CCA) or any other law which cannot by law be excluded by agreement, or any express provision in these Conditions, the Seller gives no warranties regarding any Goods supplied and all other implied or imposed conditions, warranties and rights are excluded. Where any condition, warranty or right is implied or imposed by law and cannot be excluded, the Seller limits its liability for breach of that implied or imposed condition, warranty or right to the fullest extent permitted by law.

(b) Subject to the qualifications in section 64A of Schedule 2 of the CCA or any other law, the Seller's liability for any breach of any implied or imposed condition, warranty or right in connection with the supply of Goods is limited to one or more of the following (at the election of the Seller):

(i) replacement of the Goods or supply of goods equivalent to the Goods;

(ii) repair of the Goods;

(iii) payment of the cost of replacing the Goods or acquiring goods equivalent to the Goods;

(iv) payment of the cost of having the Goods repaired.

(c) Subject to clauses 14(a) and (b) and despite any implication arising from any other provisions of these Conditions:

(i) to the fullest extent permitted by law, the Seller will only be liable for a safety defect (as defined in the CCA) in any Good if the Buyer notifies the Seller in writing of the safety defect (as defined in the CCA) in any such Good within five (5) business days after the date of receipt and the Seller accepts such liability;

(ii) the Seller is not liable to the Buyer, its servants, agents or contractors, in contract, in tort (including negligence), under any statute (to the fullest extent permitted by law) or otherwise for, or in respect of, any indirect or consequential loss or damage including without limitation financial loss or expense including loss of opportunity, loss of profits or loss of goodwill suffered by the Buyer or any other person arising directly or indirectly out of or in anyway attributable to the Goods, or their delivery, or the performance of the Contract for the sale of the Goods upon these Conditions even if that loss or damage was in the contemplation of the parties at the time of entry into the Contract; and

(iii) subject to clause 11, the aggregate liability of the Seller in contract, in tort (including negligence), under statute (to the fullest extent permitted by law) or otherwise for, or in respect of, any loss or damage arising directly or indirectly out of or in anyway attributable to the Goods, or their delivery, or the performance of the Contract will not exceed 10% of the amount payable to the Seller under the Contract.

(d) Where the Seller elects to replace the Goods the Seller will credit the cost of the Goods being replaced and will replace them as soon as possible with other Goods of the same or equivalent kind at the price charged for the original Goods and otherwise upon the same terms and conditions as those to which the original Goods were subject.

Termination by the Seller
Without prejudice to any of its other rights, powers or remedies, the Seller may cancel any order for the delivery of Goods and terminate any contract governed by these Conditions if:

(a) the terms of payment for any Goods delivered to the Buyer by the Seller have not been strictly adhered to by the Buyer;

(b) the Buyer defaults under any of its obligations under these Conditions; or

(c) the Buyer becomes insolvent, commits an act of bankruptcy or, being a company, a liquidator, provisional liquidator, receiver, receiver and manager, administrator or official manager is appointed in respect of the Buyer, a mortgagee goes into possession of the Buyer's assets or business, an application is made to appoint a liquidator or to have the company wound up, the Buyer is made subject to the supervision of a court or enters into a scheme of arrangement with its creditors or if anything analogous occurs in respect of the Buyer, in which case, the Seller will be released from all liability under the Contract.

The Seller will be entitled to payment for all Goods delivered up to the effective date of termination. Termination of a Contract is without prejudice to the rights of the Seller accruing up to the date of termination.

Intellectual Property
The supply of Goods to the Buyer does not constitute a transfer of any intellectual property rights in the Goods or any part thereof. The Buyer must not do anything inconsistent with or in infringement of such intellectual property rights. The Seller does not warrant that the supply by it and the use by the Buyer of the Goods does not and will not infringe the intellectual property rights of any third party.

Seller's Obligations
(a) Notwithstanding any other provision of these Conditions, if the Buyer breaches a term of a Contract, the Seller is not bound to perform its obligations under that Contract until the breach is remedied by the Buyer.

(b) The Seller is not liable for any failure to observe its obligations under these Conditions where such failure is wholly or substantially due to a force majeure event, which includes any cause beyond the control of the Seller, including strike, industrial action, war, sabotage, terrorist activity, national emergency, blockade or governmental action, inaction or request, and act of God.

PPSA
(a) Unless the context requires otherwise, terms and expressions used in this clause have the meanings given to them in, or by virtue of, the Personal Property Securities Act 2009 (Cth) (PPSA).

(b) The Buyer grants the Seller a security interest in all Goods to which Seller retains title under these Conditions.

(c) The Buyer must:

(i) promptly sign any documents and provide all information reasonably required by the Seller to register a financing statement or financing change statement on the Personal Property Securities Register or that the Seller may require in connection with such registrations;

(ii) notify the Seller in writing of any proposed change to its name or address at least 7 days before the change takes effect;

(iii) indemnify, and upon demand reimburse, the Seller for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register, releasing any goods from a security interest perfected by such registration or any other action taken by the Seller to comply with the PPSA (including complying with a demand given under section 178 of the PPSA) or to protect its position under the PPSA;

(iv) not register a financing change statement in respect of a security interest without the prior written consent of the Seller; and

(v) immediately notify the Seller of any material change in its business practices of selling the goods which would result in a change in the nature of proceeds derived from such sales.

(d) Any time the Buyer makes a payment to the Seller, irrespective of whether the payment is made under or in connection with a particular supply of goods, the Seller may apply that payment in any manner and order it sees fit.

(e) Sections 96 and 125 of the PPSA do not apply to the security agreement created by these Conditions.

(f) The Buyer waives its rights to receive a verification statement in accordance with section 157 of the PPSA.

(g) The Buyer:

(i) waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d), 132(4), and 135 of the PPSA and its rights as a grantor and a debtor under sections 142 and 143 of the PPSA; and

(ii) agrees that where the Seller has rights in addition to those in chapter 4 of the PPSA, those rights will continue to apply and, in particular, will not be limited by section 123 of the PPSA.

 

STANDARD TERMS OF PURCHASE BY STERIC PTY LIMITED

1. DEFINITIONS
1.1 Unless the context otherwise requires:

Company means Steric Pty Limited ABN 47 001 018 033 and includes its successors and assigns.

Conditions means these terms and conditions for the supply of Goods and/or Services by the Supplier to the Company. A reference to "Conditions" includes the Schedule.

Contract has the meaning given to that term in clause 2.1.

Food Standards Code means the Australia New Zealand Food Standards Code.

Goods means the products, materials, supplies, equipment and other goods the subject of an Order and, if applicable, forming part of the Services.

includes means includes but without limitation.

Information has the meaning given to that term in clause 11.1.

Order means an order by the Company on the Supplier for the supply of Goods or the supply of Services or both as detailed in each Purchase Order Form and referred to in Clause 2.

Order Date has the meaning given to that term in clause 8.3.

Order Specification means the Company's specifications for the Goods and/or Services as described in any Order.

Other Relevant Requirements means the requirements of all codes, standards, industry requirements, regulations, legislation, by-laws, ordinances, common law and other laws applying to the production, sale, use and consumption of the Goods and the supply of the Services.

Purchase Order Form means the Company's official printed purchase order form bearing a purchaser order number which is the only form recognised by the Company as authority for charging Goods or Services to its account.

Services means all things to be performed in accordance with an Order.

Site means the locations stated in the Order for the delivery of the Goods or the performance of the Services.

Supplier means the party named in the Purchase Order Form.

supply has the meaning given to that term in clause 2.1.

Where a word or expression has a defined meaning, its other grammatical forms have a corresponding meaning.

A reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements or any of them.

2. ORDERS
2.1 The Conditions apply to and govern all Orders placed by the Company and all contracts (Contracts) entered into by the Company whereby goods and/or services are supplied, provided and/or delivered (supply or supplied) to the Company.

2.2 No order is valid other than an order issued on a Purchase Order Form.

2.3 Unless otherwise agreed in writing by the Company, for each Contract, an Order and the Conditions will constitute the entire agreement between the Company and the Supplier under which Goods and/or Services will be supplied by the Supplier to the Company. No terms and conditions stated by the Supplier in any quotation, invoice or other document will be binding upon the Company unless accepted in writing by the Company.

2.4 Unless otherwise agreed in writing by the Company, to the extent that any conflict exists between the Conditions and any other documentation or correspondence forming part of any Order or any Contract, these terms are paramount and prevail. The Conditions may only be varied by agreement in writing between the parties.

2.5 Within 3 business days of receipt of an Order, the Supplier must reply to the Company to confirm that the Order has been received and that the Order will be completed by the time stated in the Order. The above reply must be sent by email or facsimile to the email address or facsimile number, as appropriate, provided by the Company to the Supplier for the purposes of this clause.

3. Supply of Goods and Services
3.1 Goods supplied pursuant to an Order must:

(a) comply strictly with the quantity, volume and description as noted in the Order;

(b) comply strictly with any specifications as noted in the Order Specification;

(c) be fit for and of suitable quality for the purpose required by the Company;

(d) be to or of any standard specified in the Order;

(e) be of merchantable quality;

(f) be delivered by the time specified in and in accordance with all instructions in the Order;

(g) comply with the applicable requirements of the Food Standards Code;

(h) comply with the Other Relevant Requirements;

(i) unless otherwise agreed in writing by the Company, be prepared in accordance with the HACCP food safety system and the requirements of the HACCP accreditation of the Company; and

(j) pass such inspections and tests as may be required by the Company.

3.2 Services performed pursuant to an Order must:

(a) comply strictly with the description as noted in the Order;

(b) comply strictly with any specifications as noted in the Order Specification (including any due date for commencement of the Services);

(c) be fit for the purpose required by the Company and any Goods supplied in connection with the Services must be fit for the purpose required by the Company;

(d) be to or of the standard of skill and care and the quality expected of a provider experienced in the provision of the type of services required;

(e) be completed by the time specified in and in accordance with all instructions in the Order;

(f) comply with the applicable requirements of the Food Standards Code;

(g) comply with the Other Relevant Requirements;

(h) unless otherwise agreed in writing by the Company, be supplied in accordance with the HACCP food safety system and the requirements of the HACCP accreditation of the Company;

(i) pass such inspections and tests as may be required by the Company; and

(j) be rendered in a diligent manner and with due care and skill.

3.3 The Company relies upon the skill and knowledge of the Supplier in providing the Services.


4. PRICE
4.1 Unless otherwise agreed by the Company in writing, the prices specified for the Goods and Services in the Order:

(a) will remain fixed for the term of the Order and will not be subject to any variation in the cost of materials, labour, delivery, taxes or otherwise;

(b) include all duties, taxes (including GST), levies, imposts and other like costs; and

(c) in relation to Goods, include all costs of delivery to the Site as well as the full cost of packaging and marking and, in relation to Services, include all costs of performance at the Site.

4.2 The Supplier must provide the Company with a valid tax invoice for GST purposes in respect of each supply of Goods and Services.

4.3 The Company at any time may issue a written instruction to the Supplier requiring additions, deletions or changes to the Goods and Services to be supplied or in the arrangement of transportation of the Goods.

Where an instruction under this clause results in an additional cost to the Company, the Supplier must clearly identify the increases in costs and provide necessary documentation to substantiate any increased cost of the Goods and Services.


5. Delivery
5.1 Time is of the essence for each Order and each Contract. If the Supplier does not supply the Goods or complete the performance of the Services within the time(s) stated in the Order, the Company may terminate the Order and the Contract which termination will be without prejudice to any other rights or remedies of the Company.

5.2 Unless otherwise agreed by the Company in writing, the Supplier must deliver the Goods to the Site and perform the Services at the Site set out in the Order.

5.3 Goods must be accompanied by a delivery docket stating the Order number and the item number, description, quantity and price of the Goods.

6. TITLE, RISK, inspection AND acceptance
6.1 The Supplier warrants that, at the time of delivery, it has the right to sell the Goods and the Goods are free from all liens, charges and encumbrances of any kind.

6.2 The Company may inspect and test the Goods and Services at the Supplier's premises or elsewhere and at any stage during or after manufacture, production, supply or performance. The Company's right to inspect and test will not reduce the obligations or liabilities of the Supplier under an Order or a Contract.

6.3 Title and risk in the Goods will pass to the Company after the Goods have been physically delivered to and inspected and accepted by the Company as being in accordance with the Order and the Contract.

6.4 In the event that Goods are supplied with Services, title and risk in the Goods will not pass to the Company, until both the Goods and the Services have been supplied by the Supplier and inspected and accepted by the Company as being in accordance with the Order and the Contract.

6.5 The Company may reject any Goods and Services which the Company determines to be contrary to the requirements of the Order or the Contract.

6.6 The Company may at any time return rejected Goods to the Supplier at the Supplier's expense and obtain full credit in respect of the purchase price thereof.

6.7 If required by the Company, the Supplier must re‑supply any rejected Goods and remedy any rejected Services at no additional cost to the Company

7. INSURANCE
7.1 The Supplier must arrange adequate insurance coverage in respect of the Goods and Services in accordance with the reasonable requirements of the Company regarding the entities insured, the risks insured against and the amount of the insurance.

7.2 Without limiting clause 7.1, the Supplier must insure itself and the Company in relation to the Goods against product liability and product recall liability for the amounts set out in Item 2 of the Schedule.


8. INDEMNITY
8.1 Subject to clause 8.3, without prejudice to any other right or remedy, the Supplier must indemnify, and keep indemnified, the Company in respect of all costs, expenses, fees, claims, damages, liabilities and losses (including in respect of bringing or defending any action, claim or proceedings and including any indirect or consequential loss or damage including loss of opportunity, loss of profits, loss of goodwill or other financial loss or expense) suffered, paid or incurred by the Company or for which the Company is or may become liable by reason of, in relation to or in connection with:

(a) the breach by the Supplier of the terms of a Contract including any of the Conditions;

(b) the breach by the Supplier of any warranty as may be implied by operation of law; or

(c) the negligence of the Supplier or any of its employees, servants, agents or sub‑contractors.

The Supplier is to make payment immediately on demand from the Company.

8.2 At its option the Company may deduct from or withhold from any amount then due and owing or to become due and owing to the Supplier by the Company an amount equivalent to not more than the sum of the moneys payable to the Company by the Supplier under clause 8.1.

8.3 If the Supplier fails to deliver or complete an Order by the date set out in the Order (Order Date) :

(a) the Supplier will be indebted to the Company for liquidated damages at the rate of 5% of the total price set out in the Order for every day after the Order Date to and including the first to occur of the date on which:

(i) the Order is completed; or

(ii) the Order and the relevant Contract is terminated;

(b) at its option the Company may deduct from or withhold from any amount due and owing or to become due and owing to the Supplier by the Company an amount equivalent to not more than the sum of the monies to be paid to the Company by the Supplier pursuant to this clause 8.3; and

(c) the parties agree that the amount calculated under this clause 8.3 is a reasonable estimate of the loss the Company will suffer in the event the Supplier fails to complete an Order by the Order Date.

9. LAWS AND other requirements

9.1 The Supplier will, at its cost:

(a) comply with the requirements of the Food Standards Code;

(b) comply with the Other Relevant Requirements;

(c) unless otherwise agreed in writing by the Company, maintain HACCP accreditation;

(d) unless otherwise agreed in writing by the Company, ensure that the Goods and Services are supplied in accordance with the HACCP food safety system; and

(e) comply with all lawful requirements of the Company in any way affecting or applicable to the Goods or Services from time to time.

The Supplier agrees that it will ensure that its employees, agents and sub-suppliers agree to be so bound by the obligations contained in this clause.

9.2 The Supplier will obtain all permits, licences, consents, approvals and authorisations required in respect of the Goods and Services and will give all notices required to be given in respect of the Goods and Services and will pay all requisite fees, deposits, and taxes. The Supplier will provide evidence of compliance at the request of the Company.

10. WARRANTY

10.1 All usual and customary trade warranties will be obtained for the Goods and Services (including manufacturers' warranties in respect of the Goods), as well as any warranties which the Company may specifically request by completing Item 1 of the Schedule, and the Supplier must, at its cost, ensure the Company is assigned and has the benefit of any unexpired warranties at the completion of the supply of the Goods or the Services.

10.2 Any Goods or Services determined by the Company not to be in accordance with the Order or the relevant Contract must be remedied by the Supplier at its own expense. In the case of Goods, without limitation the remedy will be re-supply of the relevant Goods. If the Supplier fails to promptly remedy any defect in the Goods or Services on request by, and to the satisfaction of, the Company, then the Company may remedy (or arrange for a third party to remedy) that defect at the cost of the Supplier which will be a debt due and owing to the Company.

10.3 All Goods must be clearly identified and appropriately packed to avoid any possibility of contamination.

10.4 All Goods must be accompanied by a copy of a batch sheet with traceability to all raw materials used.

11. CONFIDENTIAL INFORMATION

11.1 All drawings, specifications, know-how and other information relating to the Services, the Goods, the Company's operations or affairs which the Supplier becomes aware of during the term of the Order, including information which by its nature should reasonably be considered to be confidential information, (collectively, Information) are confidential to the Company. Information does not include any information which the Supplier can prove either is in the public domain or was known by the Supplier at the time of disclosure, other than through a breach of the Conditions.

11.2 The Supplier must keep the Information confidential and must not disclose the Information to any third party except that the Supplier may disclose the Information:

(a) as expressly required or permitted by the Contract;

(b) with the written consent of the Company;

(c) to the extent required by a law, by an order of a court or of a regulatory body or by the Listing Rules of the ASX Limited; or

(d) to the extent necessary, to any employee or agent of the Supplier or any other person who is bound by terms no less onerous than those contained in this clause.

11.3 The Supplier indemnifies the Company from all damages, losses, expenses, claims or actions arising out of a breach by the Supplier of any obligation under this Clause 11 or a breach by any third party of any confidentiality obligation which is imposed on that party and which applies to the Information.

11.4 The Supplier must not use or permit the use of any Information for any purpose other than that contemplated by the Order or the Contract, unless authorised by a separate agreement between the parties.

12. DISCONTINUANCE BY SUPPLIER

The Supplier must provide the Company with a minimum of 3 months written notice prior to the time it wishes to cease providing the Services or supplying the Goods where there is no fixed period of the Contract.

13. PAYMENT

13.1 The Supplier will invoice the Company for payment after supply of the Goods or completion of the Services unless:

(a) supply of the Goods or performance of the Services extends for more than 1 calendar month in duration, in which case the Supplier may invoice the Company at the end of each month for Goods supplied or Services performed on the Site during the relevant month, or

(b) there is a different arrangement in writing between the Supplier and the Company covering payment for Goods and Services, in which case the terms of such arrangement will apply.

13.2 Unless otherwise agreed by the Company in writing, the Company will pay the Supplier within 30 days after the end of the month in which the Company receives an invoice properly issued in accordance with the requirements of the Contract, provided the Supplier has complied with all of the requirements in the Contract.

14. CANCELLATION

14.1 The Company may, on providing notice at least 30 days prior to the time for supply of the Goods or the completion of the Services, cancel an Order for any Goods not supplied or incomplete Services and the Supplier will not supply those Goods or perform the Services in accordance with and to the extent specified in the notice.

14.2 If an Order is cancelled under clause 14.1, the Supplier will immediately do everything possible to mitigate any costs incurred by it arising from the Order and the cancellation.

14.3 The Company will pay for any Goods delivered or Services performed at the time of receipt of the notice referred to in clause 14.1 and will pay the costs of Goods and Services ordered but not supplied which the Supplier is legally bound, at the time of receipt of the notice under clause 14.1, to pay, provided that the Company will have no other liability for any damages or losses (whether direct, indirect or consequential), costs or expenses in connection with the Orders or their cancellation. Title to any Goods which the Company pays for will pass to the Company in accordance with clause 6.

15. TERMINATION FOR DEFAULT

15.1 If the Supplier:

(a) breaches any term or condition of a Contract, suspends the provision of Goods or Services the subject of any Order or fails to proceed with due diligence so as to endanger completion of the supply of Goods or Services by the time stated in the Order , and does not rectify such breach, suspension or failure within 7 days of receipt of notice from the Company regarding the breach, suspension or failure; or

(b) becomes insolvent, commits an act of bankruptcy or has a petition for bankruptcy presented against it or, being a company, a liquidator, provisional liquidator, receiver, receiver and manager, administrator or official manager is appointed in respect of the Supplier, a mortgagee goes into possession of the Supplier's assets or business, an application is made to appoint a liquidator or to

 

STANDARD TERMS AND CONDITIONS OF PURCHASES FOR GOODS

BY STERIC TRADING PTY LIMITED

DEFINITIONS
1.1 Unless the context otherwise requires:

Company means Steric Trading Pty Limited ABN 48 100 712 918 and includes its successors and assigns.

Conditions means these terms and conditions for the supply of Goods and/or Services by the Supplier to the Company. A reference to "Conditions" includes the Schedule.

Contract has the meaning given to that term in clause 2.1.

Food Standards Code means the Australia New Zealand Food Standards Code.

Goods means the products, materials, supplies, equipment and other goods the subject of an Order and, if applicable, forming part of the Services.

includes means includes but without limitation.

Information has the meaning given to that term in clause 11.1.

Order means an order by the Company on the Supplier for the supply of Goods or the supply of Services or both as detailed in each Purchase Order Form and referred to in Clause 2.

Order Date has the meaning given to that term in clause 8.3.

Order Specification means the Company's specifications for the Goods and/or Services as described in any Order.

Other Relevant Requirements means the requirements of all codes, standards, industry requirements, regulations, legislation, by-laws, ordinances, common law and other laws applying to the production, sale, use and consumption of the Goods and the supply of the Services.

Purchase Order Form means the Company's official printed purchase order form bearing a purchaser order number which is the only form recognised by the Company as authority for charging Goods or Services to its account.

Services means all things to be performed in accordance with an Order.

Site means the locations stated in the Order for the delivery of the Goods or the performance of the Services.

Supplier means the party named in Item 1 of the Schedule.

supply has the meaning given to that term in clause 2.1.

Where a word or expression has a defined meaning, its other grammatical forms have a corresponding meaning.

A reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements or any of them.

2. ORDERS

2.1 The Conditions apply to and govern all Orders placed by the Company and all contracts (Contracts) entered into by the Company whereby goods and/or services are supplied, provided and/or delivered (supply or supplied) to the Company.

2.2 No order is valid other than an order issued on a Purchase Order Form.

2.3 Unless otherwise agreed in writing by the Company, for each Contract, an Order and the Conditions will constitute the entire agreement between the Company and the Supplier under which Goods and/or Services will be supplied by the Supplier to the Company. No terms and conditions stated by the Supplier in any quotation, invoice or other document will be binding upon the Company unless accepted in writing by the Company.

2.4 Unless otherwise agreed in writing by the Company, to the extent that any conflict exists between the Conditions and any other documentation or correspondence forming part of any Order or any Contract, these terms are paramount and prevail. The Conditions may only be varied by agreement in writing between the parties.

2.5 Within 3 business days of receipt of an Order, the Supplier must reply to the Company to confirm that the Order has been received and that the Order will be completed by the time stated in the Order. The above reply must be sent by email or facsimile to the email address or facsimile number, as appropriate, provided by the Company to the Supplier for the purposes of this clause.

3. SUPPLY OF GOODS AND SERVICES

3.1 Goods supplied pursuant to an Order must:

(a) comply strictly with the quantity, volume and description as noted in the Order;

(b) comply strictly with any specifications as noted in the Order Specification;

(c) be fit for and of suitable quality for the purpose required by the Company;

(d) be to or of any standard specified in the Order;

(e) be of merchantable quality;

(f) be delivered by the time specified in and in accordance with all instructions in the Order;

(g) comply with the applicable requirements of the Food Standards Code;

(h) comply with the Other Relevant Requirements;

(i) unless otherwise agreed in writing by the Company, be prepared in accordance with the HACCP food safety system and the requirements of the HACCP accreditation of the Company; and

(j) pass such inspections and tests as may be required by the Company.

3.2 Services performed pursuant to an Order must:

(a) comply strictly with the description as noted in the Order;

(b) comply strictly with any specifications as noted in the Order Specification (including any due date for commencement of the Services);

(c) be fit for the purpose required by the Company and any Goods supplied in connection with the Services must be fit for the purpose required by the Company;

(d) be to or of the standard of skill and care and the quality expected of a provider experienced in the provision of the type of services required;

(e) be completed by the time specified in and in accordance with all instructions in the Order;

(f) comply with the applicable requirements of the Food Standards Code;

(g) comply with the Other Relevant Requirements;

(h) unless otherwise agreed in writing by the Company, be supplied in accordance with the HACCP food safety system and the requirements of the HACCP accreditation of the Company;

(i) pass such inspections and tests as may be required by the Company; and

(j) be rendered in a diligent manner and with due care and skill.

3.3 The Company relies upon the skill and knowledge of the Supplier in providing the Services

4. PRICE

4.1 Unless otherwise agreed by the Company in writing, the prices specified for the Goods and Services in the Order:

(a) will remain fixed for the term of the Order and will not be subject to any variation in the cost of materials, labour, delivery, taxes or otherwise;

(b) include all duties, taxes (including GST), levies, imposts and other like costs; and

(c) in relation to Goods, include all costs of delivery to the Site as well as the full cost of packaging and marking and, in relation to Services, include all costs of performance at the Site.

4.2 The Supplier must provide the Company with a valid tax invoice for GST purposes in respect of each supply of Goods and Services.

4.3 The Company at any time may issue a written instruction to the Supplier requiring additions, deletions or changes to the Goods and Services to be supplied or in the arrangement of transportation of the Goods.

Where an instruction under this clause results in an additional cost to the Company, the Supplier must clearly identify the increases in costs and provide necessary documentation to substantiate any increased cost of the Goods and Services.

5. Delivery

5.1 Time is of the essence for each Order and each Contract. If the Supplier does not supply the Goods or complete the performance of the Services within the time(s) stated in the Order, the Company may terminate the Order and the Contract which termination will be without prejudice to any other rights or remedies of the Company.

5.2 Unless otherwise agreed by the Company in writing, the Supplier must deliver the Goods to the Site and perform the Services at the Site set out in the Order.

5.3 Goods must be accompanied by a delivery docket stating the Order number and the item number, description, quantity and price of the Goods.

6. TITLE, RISK, inspection AND acceptance

6.1 The Supplier warrants that, at the time of delivery, it has the right to sell the Goods and the Goods are free from all liens, charges and encumbrances of any kind.

6.2 The Company may inspect and test the Goods and Services at the Supplier's premises or elsewhere and at any stage during or after manufacture, production, supply or performance. The Company's right to inspect and test will not reduce the obligations or liabilities of the Supplier under an Order or a Contract.

6.3 Title and risk in the Goods will pass to the Company after the Goods have been physically delivered to and inspected and accepted by the Company as being in accordance with the Order and the Contract.

6.4 In the event that Goods are supplied with Services, title and risk in the Goods will not pass to the Company, until both the Goods and the Services have been supplied by the Supplier and inspected and accepted by the Company as being in accordance with the Order and the Contract.

6.5 The Company may reject any Goods and Services which the Company determines to be contrary to the requirements of the Order or the Contract.

6.6 The Company may at any time return rejected Goods to the Supplier at the Supplier's expense and obtain full credit in respect of the purchase price thereof.

6.7 If required by the Company, the Supplier must re‑supply any rejected Goods and remedy any rejected Services at no additional cost to the Company

7. INSURANCE

7.1 The Supplier must arrange adequate insurance coverage in respect of the Goods and Services in accordance with the reasonable requirements of the Company regarding the entities insured, the risks insured against and the amount of the insurance.

7.2 Without limiting clause 7.1, the Supplier must insure itself and the Company in relation to the Goods against product liability and product recall liability for the amounts set out in Item 3 of the Schedule.

8. INDEMNITY

8.1 Subject to clause 8.3, without prejudice to any other right or remedy, the Supplier must indemnify, and keep indemnified, the Company in respect of all costs, expenses, fees, claims, damages, liabilities and losses (including in respect of bringing or defending any action, claim or proceedings and including any indirect or consequential loss or damage including loss of opportunity, loss of profits, loss of goodwill or other financial loss or expense) suffered, paid or incurred by the Company or for which the Company is or may become liable by reason of, in relation to or in connection with:

(a) the breach by the Supplier of the terms of a Contract including any of the Conditions;

(b) the breach by the Supplier of any warranty as may be implied by operation of law; or

(c) the negligence of the Supplier or any of its employees, servants, agents or sub‑contractors.

The Supplier is to make payment immediately on demand from the Company.

8.2 At its option the Company may deduct from or withhold from any amount then due and owing or to become due and owing to the Supplier by the Company an amount equivalent to not more than the sum of the moneys payable to the Company by the Supplier under clause 8.1.

8.3 If the Supplier fails to deliver or complete an Order by the date set out in the Order (Order Date) :

(a) the Supplier will be indebted to the Company for liquidated damages at the rate of 5% of the total price set out in the Order for every day after the Order Date to and including the first to occur of the date on which:

(i) the Order is completed; or

(ii) the Order and the relevant Contract is terminated;

(b) at its option the Company may deduct from or withhold from any amount due and owing or to become due and owing to the Supplier by the Company an amount equivalent to not more than the sum of the monies to be paid to the Company by the Supplier pursuant to this clause 8.3; and

(c) the parties agree that the amount calculated under this clause 8.3 is a reasonable estimate of the loss the Company will suffer in the event the Supplier fails to complete an Order by the Order Date.

9. LAWS AND other requirements

9.1 The Supplier will, at its cost:

(a) comply with the requirements of the Food Standards Code;

(b) comply with the Other Relevant Requirements;

(c) unless otherwise agreed in writing by the Company, maintain HACCP accreditation;

(d) unless otherwise agreed in writing by the Company, ensure that the Goods and Services are supplied in accordance with the HACCP food safety system; and

(e) comply with all lawful requirements of the Company in any way affecting or applicable to the Goods or Services from time to time.

The Supplier agrees that it will ensure that its employees, agents and sub-suppliers agree to be so bound by the obligations contained in this clause.

9.2 The Supplier will obtain all permits, licences, consents, approvals and authorisations required in respect of the Goods and Services and will give all notices required to be given in respect of the Goods and Services and will pay all requisite fees, deposits, and taxes. The Supplier will provide evidence of compliance at the request of the Company.

10. WARRANTY

10.1 All usual and customary trade warranties will be obtained for the Goods and Services (including manufacturers' warranties in respect of the Goods), as well as any warranties which the Company may specifically request by completing Item 2 of the Schedule, and the Supplier must, at its cost, ensure the Company is assigned and has the benefit of any unexpired warranties at the completion of the supply of the Goods or the Services.

10.2 Any Goods or Services determined by the Company not to be in accordance with the Order or the relevant Contract must be remedied by the Supplier at its own expense. In the case of Goods, without limitation the remedy will be re-supply of the relevant Goods. If the Supplier fails to promptly remedy any defect in the Goods or Services on request by, and to the satisfaction of, the Company, then the Company may remedy (or arrange for a third party to remedy) that defect at the cost of the Supplier which will be a debt due and owing to the Company.

10.3 All Goods must be clearly identified and appropriately packed to avoid any possibility of contamination.

10.4 All Goods must be accompanied by a copy of a batch sheet with traceability to all raw materials used.

11. CONFIDENTIAL INFORMATION

11.1 All drawings, specifications, know-how and other information relating to the Services, the Goods, the Company's operations or affairs which the Supplier becomes aware of during the term of the Order, including information which by its nature should reasonably be considered to be confidential information, (collectively, Information) are confidential to the Company. Information does not include any information which the Supplier can prove either is in the public domain or was known by the Supplier at the time of disclosure, other than through a breach of the Conditions.

11.2 The Supplier must keep the Information confidential and must not disclose the Information to any third party except that the Supplier may disclose the Information:

(a) as expressly required or permitted by the Contract;

(b) with the written consent of the Company;

(c) to the extent required by a law, by an order of a court or of a regulatory body or by the Listing Rules of the ASX Limited; or

(d) to the extent necessary, to any employee or agent of the Supplier or any other person who is bound by terms no less onerous than those contained in this clause.

11.3 The Supplier indemnifies the Company from all damages, losses, expenses, claims or actions arising out of a breach by the Supplier of any obligation under this Clause 11 or a breach by any third party of any confidentiality obligation which is imposed on that party and which applies to the Information.

11.4 The Supplier must not use or permit the use of any Information for any purpose other than that contemplated by the Order or the Contract, unless authorised by a separate agreement between the parties.

12. DISCONTINUANCE BY SUPPLIER

The Supplier must provide the Company with a minimum of 3 months written notice prior to the time it wishes to cease providing the Services or supplying the Goods where there is no fixed period of the Contract.

13. PAYMENT

13.1 The Supplier will invoice the Company for payment after supply of the Goods or completion of the Services unless:

(a) supply of the Goods or performance of the Services extends for more than 1 calendar month in duration, in which case the Supplier may invoice the Company at the end of each month for Goods supplied or Services performed on the Site during the relevant month, or

(b) there is a different arrangement in writing between the Supplier and the Company covering payment for Goods and Services, in which case the terms of such arrangement will apply.

13.2 Unless otherwise agreed by the Company in writing, the Company will pay the Supplier within 30 days after the end of the month in which the Company receives an invoice properly issued in accordance with the requirements of the Contract, provided the Supplier has complied with all of the requirements in the Contract.

14. CANCELLATION

14.1 The Company may, on providing notice at least 30 days prior to the time for supply of the Goods or the completion of the Services, cancel an Order for any Goods not supplied or incomplete Services and the Supplier will not supply those Goods or perform the Services in accordance with and to the extent specified in the notice.

14.2 If an Order is cancelled under clause 14.1, the Supplier will immediately do everything possible to mitigate any costs incurred by it arising from the Order and the cancellation.

14.3 The Company will pay for any Goods delivered or Services performed at the time of receipt of the notice referred to in clause 14.1 and will pay the costs of Goods and Services ordered but not supplied which the Supplier is legally bound, at the time of receipt of the notice under clause 14.1, to pay, provided that the Company will have no other liability for any damages or losses (whether direct, indirect or consequential), costs or expenses in connection with the Orders or their cancellation. Title to any Goods which the Company pays for will pass to the Company in accordance with clause 6.

15. TERMINATION FOR DEFAULT

15.1 If the Supplier:

(a) breaches any term or condition of a Contract, suspends the provision of Goods or Services the subject of any Order or fails to proceed with due diligence so as to endanger completion of the supply of Goods or Services by the time stated in the Order , and does not rectify such breach, suspension or failure within 7 days of receipt of notice from the Company regarding the breach, suspension or failure; or

(b) becomes insolvent, commits an act of bankruptcy or has a petition for bankruptcy presented against it or, being a company, a liquidator, provisional liquidator, receiver, receiver and manager, administrator or official manager is appointed in respect of the Supplier, a mortgagee goes into possession of the Supplier's assets or business, an application is made to appoint a liquidator or to

have the company wound up, the Supplier resolves to go into liquidation, the Supplier is made subject to the supervision of a court or enters into a scheme or arrangement with its creditors or if anything analogous occurs in respect of the Supplier,

then the Company may:

(c) suspend payment in respect of all Orders placed by the Company with the Supplier whether or not the Supplier has complied with the terms and conditions attaching to any of those particular Orders;

(d) remedy the breach referred to in clause 15.1(a) on behalf of the Supplier at the cost of the Supplier; and/or

(e) terminate the Order and the relevant Contract at no cost to the Company.

15.2 Termination of the Order and the Contract under clause 15.1 will be without prejudice to any of the other legal rights and remedies (including damages) that the Company may have as result of the breach, suspension or failure referred to in clause 15.1.

16. LAW APPLICABLE

All of the Conditions and all of the Orders and Contracts will be governed by and interpreted in accordance with the laws of the State of New South Wales.

17. ASSIGNMENT

The Supplier must not assign or subcontract, in whole or in part, an Order or a Contract or assign money due to the Supplier under an Order, except with the prior written consent of the Company.

18. INTELLECTUAL PROPERTY RIGHTS

The Supplier must indemnify the Company and its affiliates from and against any loss, damage, injury, cost (including legal costs), action, claim, demand or proceedings arising from or incurred by reason of, directly or indirectly, any infringement or alleged infringement of patents, registered designs, trademarks, copyright and/or any other industrial or intellectual property right in connection directly or indirectly with the Supplier's provision of the Goods or performance of the Services.

19. LIENS

The Supplier must not claim any liens, attachments or similar claims in connection with the Goods or the Services and must defend and indemnify the Company against any liens, attachments or other similar claims arising out of or in connection with an Order.

20. WAIVERS

Any waiver of any right or remedy of the Company under a Contract:

20.1 is effective only if it is issued in writing and properly signed on behalf of the Company;

20.2 is effective to the extent that the Company expressly states in writing; and

20.3 does not constitute a waiver of any other right or remedy under the Contract.

21. Dispute Resolution

Any dispute between the Supplier and the Company arising out of or in any way connected with an Order which is not resolved by the Supplier and the Company within 14 days of a notice by either party to the other advising that it is a notice pursuant to this clause 21 shall be referred for determination to the person agreed between the Company and the Supplier or, failing such agreement, to the nominee of the Company, who will act as an independent expert and not as an arbitrator and the expert's written determination is final and binding on the parties.

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