Terms of Trade

1. CONTRACT DOCUMENTS

1.1 These Terms of Trade apply to and govern all dealings, transactions, supplies, quotations, Orders, variations, invoices, Goods and Services supplied by the Seller to the Buyer from time to time.
1.2 These Terms of Trade apply to the exclusion of all other terms and conditions, including any terms contained in any purchase order, procurement portal, acknowledgment, delivery instruction, confirmation, correspondence or other document issued by or on behalf of the Buyer, unless expressly agreed otherwise in writing by the Seller.
1.3 No terms or conditions sought to be imposed by the Buyer shall vary or prevail over these Terms of Trade unless expressly accepted in writing by a director of the Seller.
1.4 Acceptance by the Buyer of:
- (a) any Quote;
- (b) delivery of any Goods;
- (c) provision of any Services;
- (d) any Invoice issued by the Seller;
- (e) payment of any monies to the Seller; or
- (f) placement of any Order with the Seller,
constitutes acceptance of these Terms of Trade by the Buyer.
1.5 To the extent of any inconsistency:
- (a) these Terms of Trade prevail over any Quote, Order or other document issued by the Buyer;
- (b) any special conditions expressly agreed in writing by the Seller prevail over these Terms of Trade to the extent of the inconsistency only; and
- (c) a later written agreement signed by both parties prevails over an earlier document to the extent of any inconsistency.
1.6 The Seller may amend these Terms of Trade from time to time by publishing updated terms on its website or otherwise notifying the Buyer in writing, and those amended Terms of Trade shall apply to all Orders placed after the amended Terms of Trade are published or notified by the Seller.

2. AGREEMENT TO BUY AND SELL

2.1 In consideration of the Buyer paying the Price and complying with these Terms of Trade, the Seller agrees to supply, and the Buyer agrees to purchase, the Goods and/or Services specified in the relevant Quote, Order, Invoice or Order Confirmation.
2.2 No binding agreement arises between the Seller and the Buyer unless and until:
- (a) the Seller accepts an Order in writing;
- (b) the Seller issues an Invoice in relation to the relevant Goods or Services;
- (c) the Seller commences performance of the Services; or
- (d) the Seller supplies or delivers the Goods,
whichever first occurs.
2.3 The Seller may:
- (a) refuse to accept any Order;
- (b) decline to supply any Goods or Services;
- (c) impose credit limits;
- (d) require payment in advance;
- (e) require security for payment; or
- (f) suspend or cease supply,
at any time in its discretion.
2.4 Any descriptive specifications, illustrations, drawings, dimensions, photographs, performance data, catalogues, advertising material or technical documentation supplied by the Seller are indicative only and do not form representations, warranties or contractual terms unless expressly stated otherwise in writing by the Seller.
2.5 The Buyer acknowledges and agrees that:
- (a) the Buyer has independently satisfied itself as to the suitability, quality and fitness of the Goods and Services for the Buyer’s intended use;
- (b) the Seller has not provided design, agronomic, scientific, production, yield or performance guarantees unless expressly agreed in writing;
- (c) estimates, forecasts and production expectations are inherently variable and subject to factors beyond the Seller’s control; and
- (d) the Buyer does not rely upon any representation or statement made by or on behalf of the Seller other than as expressly set out in writing by the Seller.

3. QUOTES

3.1 Any quotation, estimate or pricing information provided by the Seller:
- (a) must be in writing;
- (b) is indicative only;
- (c) is based upon information available to the Seller at the time it is prepared;
- (d) is subject to these Terms of Trade;
- (e) is confidential to the Seller unless otherwise agreed; and
- (f) remains valid for fourteen (14) days from the date of issue unless withdrawn earlier by the Seller.
3.2 A Quote does not constitute a binding obligation on the Seller to supply any Goods or Services unless and until the Seller accepts the relevant Order in accordance with these Terms of Trade.
3.3 The Seller may withdraw, amend, revise, or replace, any Quote at any time prior to acceptance of the relevant Order by the Seller.
3.4 All prices and rates quoted by the Seller are:
- (a) exclusive of GST unless expressly stated otherwise;
- (b) exclusive of freight, shipping, transport, unloading, storage, insurance and ancillary charges unless expressly stated otherwise; and
- (c) subject to adjustment in accordance with these Terms of Trade, including clause 8.
3.5 The Buyer acknowledges and agrees that any Quote or pricing provided by the Seller is based upon market conditions, supplier pricing, freight costs, labour costs, exchange rates, production costs, availability of materials and other commercial circumstances current at the time the Quote is prepared.
3.6 Unless expressly stated otherwise in writing by the Seller:
- (a) no Quote constitutes fixed or guaranteed pricing;
- (b) pricing may be adjusted in accordance with clause 8;
- (c) pricing is subject to availability of stock, materials, labour and supplier supply; and
- (d) the Seller bears no obligation to absorb increases in costs arising after the date of the Quote.
3.7 Any estimate provided by the Seller regarding delivery dates, completion dates, production periods, availability, quantities, specifications, dimensions, performance, yield, growth characteristics, or production capacity, is indicative only and does not constitute a representation, warranty or condition.
3.8 Any stated delivery, dispatch, completion or supply timeframe:
- (a) is an estimate only;
- (b) is subject to change;
- (c) is dependent upon supplier availability, production requirements and transport conditions;
- (d) may be extended by force majeure events, supply disruptions or delays beyond the Seller’s reasonable control; and
- (e) shall not make time of the essence unless expressly agreed in writing by the Seller.
3.9 The Seller is not liable for any Loss arising directly or indirectly from delay in supply, delayed delivery, partial delivery, production delay, supplier delay, transport disruption, stock shortages, or any failure to meet estimated delivery or completion dates.
3.10 The Seller may:
- (a) supply Goods or Services in instalments;
- (b) make partial deliveries;
- (c) allocate stock between customers;
- (d) substitute substantially similar Goods where reasonably necessary; or
- (e) suspend or defer supply,
where reasonably required due to production, supply, seasonal, transport, regulatory or operational circumstances.
3.11 The Buyer acknowledges that:
- (a) horticultural, agricultural and biological Goods are inherently subject to variation and external influences beyond the Seller’s control;
- (b) environmental, seasonal, climatic, transport, storage and handling conditions may materially affect the Goods; and
- (c) no guarantee is given as to yield, growth rates, production outcomes or suitability for any particular purpose unless expressly agreed in writing by the Seller.
3.12 Clause 8 applies in addition to this clause 3 and, to the extent of any inconsistency, clause 8 prevails regarding Additional Costs, levies, surcharges and pricing adjustments arising after the date of the Quote or Order.

4. ORDERS

4.1 The Buyer must submit Orders in writing unless otherwise agreed by the Seller, and the Seller may require any Order to be signed or electronically confirmed by the Buyer before accepting the Order.
4.2 Each Order must specify, where applicable:
- (a) the Goods and/or Services required;
- (b) the quantity required;
- (c) specifications, dimensions or requested characteristics;
- (d) delivery location;
- (e) any requested or preferred delivery date,
- (f) any special requirements;
- (g) any site access or handling requirements; and
- (h) any other information reasonably required by the Seller.
4.3 Any delivery date requested by the Buyer is indicative only and does not bind the Seller unless expressly agreed in writing by the Seller.
4.4 The Buyer warrants that all information, specifications and instructions provided to the Seller are accurate, complete and suitable for the purposes for which they are provided.
4.5 The Seller is entitled to rely upon all information, measurements, specifications and instructions provided by or on behalf of the Buyer without independent verification.
4.6 The Buyer shall be liable for all Loss, cost, expense, delay, damage or liability incurred by the Seller arising directly or indirectly from:
- (a) inaccurate, incomplete or misleading information provided by the Buyer;
- (b) any variation requested by the Buyer;
- (c) inadequate site access;
- (d) delays caused by the Buyer;
- (e) suspension caused by the Buyer;
- (f) incorrect specifications; or
- (g) failure by the Buyer to provide required approvals, instructions or information.
4.7 The Seller may:
- (a) accept or reject any Order in whole or in part;
- (b) allocate limited stock between customers in its discretion;
- (c) refuse custom, non-standard or special production Orders;
- (d) impose minimum Order quantities or values; or
- (e) require deposits, security or payment in advance before accepting or fulfilling an Order.
4.8 An Order may not be cancelled, suspended, deferred or altered by the Buyer without the Seller’s prior written consent.
4.9 If an Order is cancelled, suspended, deferred or amended by the Buyer, the Buyer shall indemnify and keep indemnified the Seller against all Loss suffered or incurred by the Seller arising directly or indirectly from that cancellation, suspension, deferment or amendment, including without limitation:
- (a) loss of profit;
- (b) supplier cancellation charges;
- (c) storage and holding costs;
- (d) wastage or spoilage;
- (e) freight and transport charges;
- (f) production costs;
- (g) labour costs;
- (h) administrative expenses;
- (i) costs of resupply or resale;
- (j) costs relating to custom or special production items; and
- (k) loss arising from disruption to production scheduling or allocation of stock.
4.10 Without limiting clauses 4.8 or any other rights of the Seller, the Seller may charge:
- (a) a cancellation fee equal to 3% of the total value of the relevant Order;
- (b) a restocking fee;
- (c) storage charges;
- (d) rehandling charges;
- (e) administrative costs; and
- (f) any other reasonable costs, charges, expenses or Loss incurred by the Seller arising from the cancellation, suspension, deferment or amendment of the Order.
4.11 The Buyer acknowledges and agrees that:
- (a) the cancellation fee under clause 4.10(a) is a genuine pre-estimate of the administrative, scheduling, allocation, procurement and commercial costs likely to be incurred by the Seller arising from cancellation of an Order; and
- (b) the Seller’s entitlement to the cancellation fee is in addition to, and not in substitution for, any other rights, remedies or claims available to the Seller under these Terms of Trade or at law.

5. ACCEPTANCE OF ORDERS

5.1 No Order submitted by the Buyer is binding upon the Seller unless accepted by the Seller in accordance with clause 5.2.
5.2 The Seller may accept an Order by:
- (a) issuing a written acceptance;
- (b) issuing an Invoice;
- (c) accepting payment;
- (d) commencing production or procurement;
- (e) dispatching Goods;
- (f) supplying any Goods or Services; or
- (g) otherwise communicating acceptance to the Buyer.
5.3 The Seller may refuse to accept any Order in its discretion and without being required to provide reasons.
5.4 The Seller is not obliged to:
- (a) maintain stock levels;
- (b) continue supply of any Goods;
- (c) continue any pricing structure;
- (d) fulfil any Order;
- (e) prioritise any Buyer,
where stock shortages, production constraints, force majeure events, supplier limitations or other commercial circumstances arise.
5.5 Acceptance of one Order does not oblige the Seller to accept any future Order from the Buyer.

6. VARIATIONS

6.1 No variation to any Order, Quote, specification, delivery requirement, quantity, timing or scope of Goods or Services shall be binding unless agreed in writing by the Seller.
6.2 Any variation requested by the Buyer may result in:
- (a) an adjustment to the Price;
- (b) revised delivery dates;
- (c) revised production schedules;
- (d) additional freight, storage or handling costs;
- (e) revised specifications;
- (f) additional labour charges; or
- (g) cancellation of existing production or procurement arrangements.
6.3 The Seller may refuse any requested variation in its discretion.
6.4 Where a variation is accepted by the Seller:
- (a) the Seller shall be entitled to an extension of time equal to the delay caused directly or indirectly by the variation;
- (b) the Seller may revise any Quote, pricing or delivery estimate;
- (c) the Buyer shall pay all additional costs incurred by the Seller arising from the variation; and
- (d) the variation forms part of the relevant Order and these Terms of Trade.
6.5 The Seller is not liable for any delay, Loss or additional cost arising from:
- (a) a variation requested by the Buyer;
- (b) suspension or interruption caused by the Buyer; or
- (c) the need to reconfigure production, procurement, transport or scheduling arising from a variation.
6.6 The Seller may vary the Goods, Services, specifications, packaging, components, growing methods, transport methods or supply arrangements where reasonably necessary due to:
- (a) supplier availability;
- (b) production requirements;
- (c) seasonal conditions;
- (d) regulatory requirements;
- (e) biosecurity requirements;
- (f) force majeure events; or
- (g) circumstances beyond the Seller’s reasonable control,
provided the substituted Goods or Services are substantially similar in nature and function.

7. INVOICING AND PAYMENT

7.1 Unless otherwise agreed in writing by the Seller, the Buyer agrees to pay:
- (a) 75% of the Price immediately upon acceptance of the relevant Order by the Seller; and
- (b) the balance of the Price within fourteen (14) days after delivery of the Goods or completion of the relevant Services,
provided the Seller has rendered an Invoice for the relevant amount payable.
7.2 Time for payment is of the essence.
7.3 The Seller is not obliged to procure, manufacture, order, dispatch, deliver, continue supplying, or perform any Goods or Services, unless and until the Buyer has complied with all payment obligations owed to the Seller.
7.4 If any amount owing by the Buyer to the Seller becomes overdue, the Seller may, without limitation to any other rights:
- (a) suspend or cease supply of Goods or Services;
- (b) withhold delivery;
- (c) cancel any outstanding Order;
- (d) place the Buyer on stop credit;
- (e) refuse future Orders;
- (f) require payment in advance;
- (g) require additional security; or
- (h) repossess any Goods in which title has not passed.
7.5 The Seller may allocate and apply any payment received from the Buyer towards any Invoice, debt, liability, accrued interest, fee, charge or other amount owing by the Buyer to the Seller in any order determined by the Seller in its discretion.
7.6 The Buyer is not entitled to:
- (a) withhold payment;
- (b) make any deduction;
- (c) exercise any right of set-off; or
- (d) retain monies owing to the Seller,
by reason of any alleged defect, delay, dispute, cross-claim or alleged breach by the Seller, except to the extent the Buyer has a non-excludable right under the Australian Consumer Law.
7.7 The Buyer shall pay to the Seller upon demand all costs, expenses and disbursements incurred by the Seller in recovering any overdue amount or enforcing its rights under these Terms of Trade, including without limitation:
- (a) legal costs on a full indemnity basis;
- (b) mercantile agent costs;
- (c) internal administration costs;
- (d) storage costs;
- (e) repossession costs;
- (f) dishonour fees;
- (g) financing costs; and
- (h) debt collection costs.
7.8 The Seller may render Invoices:
- (a) on Order acceptance;
- (b) before delivery;
- (c) upon dispatch;
- (d) upon partial delivery;
- (e) progressively;
- (f) upon completion of Services; or
- (g) at any other interval determined by the Seller.
7.9 The Buyer acknowledges that payment obligations are absolute and unconditional and are not dependent upon:
- (a) resale of the Goods;
- (b) use of the Goods;
- (c) third party payment;
- (d) project completion; or
- (e) the Buyer obtaining finance or approvals.
7.10 The parties agree to comply with their respective obligations under the GST Act and all amounts payable under these Terms of Trade are exclusive of GST unless expressly stated otherwise. The Buyer must pay GST as applicable.

8. ADDITIONAL COST LEVY

8.1 Where a Relevant Event results in or contributes to an Additional Cost, the Seller may, acting reasonably:
- (a) increase the Price;
- (b) impose a surcharge, levy or adjustment;
- (c) pass through the Additional Cost to the Buyer;
- (d) amend any Quote or Invoice; or
- (e) recover the Additional Cost from the Buyer,
including on a dollar-for-dollar basis or on the basis of a reasonable estimate where exact quantification is impracticable.
8.2 Any adjustment under clause 8.1 may:
- (a) be applied before delivery;
- (b) apply retrospectively to Orders not yet completed;
- (c) be imposed as a one-off charge;
- (d) be imposed as an ongoing or periodic surcharge;
- (e) be incorporated into revised pricing;
- (f) appear as a separate line item on an Invoice; or
- (g) be applied across multiple Orders.
8.3 The Seller shall provide reasonable notice of any adjustment under this clause as soon as reasonably practicable, including by:
- (a) revised quotation;
- (b) Invoice notation;
- (c) updated pricing schedules;
- (d) email notification; or
- (e) general notice issued to Buyers.
8.4 Unless expressly agreed otherwise in writing by the Seller:
- (a) no quotation or pricing constitutes fixed pricing immune from adjustment under this clause; and
- (b) all pricing is subject to variation in accordance with this clause.
8.5 The Buyer acknowledges and agrees that:
- (a) pricing is based upon prevailing market conditions at the time of quotation or agreement;
- (b) the Seller bears no obligation to absorb Additional Costs;
- (c) market conditions affecting supply may change rapidly and materially; and
- (d) this clause is commercially necessary to permit the Seller to continue supplying Goods and Services in changing market conditions.
8.6 Nothing in this clause limits any rights of the Seller arising under any force majeure event provision or any other rights under these Terms of Trade.

9. CONFIDENTIAL INFORMATION

9.1 The Buyer acknowledges that in the course of dealings with the Seller it may receive or become aware of Confidential Information belonging to the Seller.
9.2 The Buyer must:
- (a) keep all Confidential Information strictly confidential;
- (b) not disclose Confidential Information to any person except as permitted under this clause;
- (c) only use Confidential Information for purposes directly connected with dealings between the Buyer and Seller;
- (d) take all reasonable steps to protect the confidentiality of the Confidential Information; and
- (e) ensure that its officers, employees, contractors, consultants and agents comply with obligations no less restrictive than those contained in this clause.
9.3 The Buyer must not copy, reproduce, reverse engineer, exploit commercially, or use for competitive purposes, any Confidential Information without the Seller’s prior written consent.
9.4 Clause 9.2 does not prevent disclosure:
- (a) required by law;
- (b) required by a court or regulatory authority;
- (c) to professional advisers bound by confidentiality obligations; or
- (d) to employees or contractors who genuinely require the information for permitted purposes.
9.5 The Buyer acknowledges that damages may be an inadequate remedy for breach of this clause and the Seller shall be entitled to seek injunctive or equitable relief in relation to any actual or threatened breach.
9.6 All Confidential Information remains the property of the Seller and must be returned, deleted or destroyed immediately upon request by the Seller.
9.7 The obligations under this clause survive termination of these Terms of Trade and continue indefinitely.

10. INTELLECTUAL PROPERTY

10.1 The Buyer acknowledges and agrees that all Intellectual Property:
- (a) owned by the Seller prior to the commencement of dealings with the Buyer;
- (b) used by the Seller in connection with the supply of Goods or Services; or
- (c) created, developed, discovered, adapted or generated by the Seller in connection with the Goods, Services or these Terms of Trade,
remains the sole and exclusive property of the Seller.
10.2 Nothing in these Terms of Trade transfers or assigns any Intellectual Property rights from the Seller to the Buyer unless expressly agreed in writing by the Seller.
10.3 The Buyer must not, without the prior written consent of the Seller reproduce, copy, modify, reverse engineer, distribute, disclose, commercialise, register, or permit any third party to use, any Intellectual Property of the Seller other than strictly as necessary for the permitted use of the Goods or Services supplied by the Seller.
10.4 The Buyer acknowledges that the Seller may use proprietary systems, methodologies, formulations, growing techniques, production methods, specifications, trade secrets and confidential processes in connection with the Goods and Services and the Buyer acquires no rights in relation to them.
10.5 To the extent any Intellectual Property rights vest in the Buyer by operation of law or otherwise, the Buyer:
- (a) immediately assigns those rights to the Seller absolutely; and
- (b) must execute all documents and do all things reasonably required by the Seller to give effect to that assignment.
10.6 The Buyer irrevocably consents to the Seller registering, maintaining, enforcing, or protecting, any Intellectual Property rights owned by or assigned to the Seller.
10.7 The Buyer must not challenge or dispute the Seller’s ownership of any Intellectual Property.
10.8 The obligations under this clause survive termination of these Terms of Trade.

11. TITLE AND RISK

11.1 Risk in the Goods passes to the Buyer immediately upon:
- (a) delivery of the Goods to the Buyer;
- (b) collection of the Goods by the Buyer;
- (c) collection of the Goods by any carrier, courier or agent engaged by or on behalf of the Buyer; or
- (d) the Goods being left at the delivery location nominated by the Buyer, whichever first occurs.
11.2 Delivery shall be deemed to occur notwithstanding that the Buyer is not present at the delivery location at the time of delivery.
11.3 Property and title in the Goods supplied by the Seller shall not pass to the Buyer until:-
- (a) all monies owing by the Buyer to the Seller on any account whatsoever have been paid in full; and
- (b) the Buyer has satisfied all other obligations owed to the Seller, whether arising under these Terms of Trade or otherwise.
11.4 Until title in the Goods passes to the Buyer, the Buyer:
- (a) holds the Goods as fiduciary bailee and agent for the Seller;
- (b) must store the Goods separately and in a manner clearly identifying them as the property of the Seller;
- (c) must not grant or permit any security interest over the Goods;
- (d) must keep the Goods insured for their full replacement value;
- (e) must maintain the Goods in good condition;
- (f) must not remove, alter or obscure any identifying mark or packaging relating to the Goods; and
- (g) must permit the Seller to inspect the Goods upon reasonable notice.
11.5 The Buyer may resell the Goods in the ordinary course of its business prior to title passing, provided that:
- (a) any resale is effected by the Buyer as principal and not as agent for the Seller;
- (b) the proceeds of sale attributable to the Goods are held on trust for the Seller in a separate identifiable account until all monies owing to the Seller have been paid in full; and
- (c) the Buyer acknowledges that the Seller’s Security Interest continues in the proceeds of any sale, resale or disposal of the Goods.
11.6 The Seller may commence proceedings against the Buyer for the Price of the Goods notwithstanding that title in the Goods has not passed to the Buyer.
11.7 If:
- (a) the Buyer defaults in payment;
- (b) the Buyer commits a breach of these Terms of Trade;
- (c) the Buyer becomes insolvent or externally administered;
- (d) the Seller reasonably believes the Buyer may be unable to pay its debts as and when due; or
- (e) title in the Goods has not passed,
the Seller may immediately:
- (i) enter any premises where the Goods are located;
- (ii) recover and repossess the Goods;
- (iii) remove and resell the Goods; and
- (iv) otherwise exercise any rights available to the Seller,
- without liability for trespass, negligence or payment of compensation to the Buyer.
11.8 The Buyer irrevocably grants to the Seller and its agents a licence to enter any premises occupied by or under the control of the Buyer to exercise the Seller’s rights under this clause.
11.9 The Buyer acknowledges and agrees that:
- (a) these Terms of Trade create a security interest for the purposes of the Personal Property Securities Act 2009 (Cth) (PPSA);
- (b) the Seller may register one or more security interests in respect of the Goods supplied by the Seller;
- (c) the Seller’s security interest constitutes a purchase money security interest (PMSI) to the extent permitted by the PPSA; and
- (d) the security interest extends to proceeds of the Goods.
11.10 The Buyer must promptly do all things and execute all documents reasonably required by the Seller to:
- (a) register;
- (b) perfect;
- (c) maintain; or
- (d) enforce,
any security interest arising under these Terms of Trade.
11.11 To the maximum extent permitted by law:
- (a) the Buyer waives any rights it may have under sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142, 143 and 157 of the PPSA;
- (b) the Buyer waives its right to receive any verification statement under the PPSA; and
- (c) the Buyer agrees that any rights arising under any provision of the PPSA capable of being waived are waived.
11.12 The Buyer must immediately notify the Seller if:
- (a) a third party claims an interest in the Goods;
- (b) the Goods are seized or at risk of seizure; or
- (c) any event occurs which may adversely affect the Seller’s security interest.
11.13 The Seller’s rights under this clause survive termination of these Terms of Trade and continue until all obligations owed by the Buyer to the Seller are fully satisfied.
11.14 As security for payment of all monies owing by the Buyer to the Seller from time to time, the Buyer charges in favour of the Seller all of the Buyer’s present and after-acquired rights, title and interests in real property personal property; and any other assets, whether owned beneficially, jointly or otherwise.
11.15 The Buyer irrevocably consents to the Seller:
- (a) lodging a caveat, mortgage, charge or other security interest over any real property interest of the Buyer;
- (b) registering any security interest contemplated by these Terms of Trade; and
- (c) taking any action reasonably necessary to protect or enforce the Seller’s security interests.
11.16 The Buyer must immediately upon request by the Seller:
- (a) execute any mortgage, charge, security document or consent required by the Seller;
- (b) provide all information required by the Seller for registration of any security interest; and(c) do all things reasonably necessary to give effect to this clause.

12. PRIVACY

12.1 The Buyer authorises the Seller to collect, retain, use and disclose information relating to the Buyer, including personal information within the meaning of the Privacy Act 1988 (Cth), for purposes connected with:
- (a) assessing the Buyer’s creditworthiness;
- (b) obtaining credit references;
- (c) credit reporting;
- (d) debt recovery;
- (e) account management;
- (f) enforcement of these Terms of Trade;
- (g) marketing of Goods or Services by the Seller; and
- (h) any other purpose reasonably connected with the Seller’s business operations.
12.2 The Buyer authorises the Seller to make such enquiries as the Seller considers necessary from:
- (a) credit reporting bodies;
- (b) financial institutions;
- (c) trade referees;
- (d) suppliers;
- (e) creditors;
- (f) mercantile agents; and
- (g) any other person relevant to assessing the Buyer’s financial position or creditworthiness.
12.3 The Buyer consents to the Seller disclosing information about the Buyer, including payment history and creditworthiness information, to:
- (a) credit reporting agencies
- (b) debt collection agencies;
- (c) legal advisers;
- (d) financiers;
- (e) insurers;
- (f) related entities of the Seller; and
- (g) third party contractors engaged by the Seller,
for purposes connected with the Seller’s business or enforcement of these Terms of Trade.
12.4 The Buyer must immediately notify the Seller of any change to ownership, directors, shareholders, trustees, business structure, contact details, or financial circumstances, which may affect the Buyer’s creditworthiness or obligations under these Terms of Trade.
12.5 The Seller may retain and use information relating to the Buyer after completion or termination of dealings between the parties to the extent reasonably required for:
- (a) legal compliance;
- (b) enforcement;
- (c) debt recovery;
- (d) insurance;
- (e) auditing; or
- (f) legitimate business purposes.
12.6 The Buyer acknowledges that failure to provide requested information may result in the Seller refusing to supply Goods or Services or withdrawing credit facilities.
12.7 The obligations and consents contained in this clause survive termination of these Terms of Trade.

13. DEFAULT

13.1 The Buyer commits a default under these Terms of Trade if:
- (a) the Buyer fails to pay any amount owing to the Seller when due;
- (b) the Buyer breaches any obligation under these Terms of Trade;
- (c) the Buyer repudiates or threatens to repudiate these Terms of Trade;
- (d) the Buyer provides incorrect, misleading or incomplete information to the Seller;
- (e) an Insolvency Event occurs in relation to the Buyer.
13.2 If the Buyer is in default, the Seller may, without limitation to any other rights or remedies and without prior notice:
- (a) suspend or cease supply of any Goods or Services;
- (b) withhold delivery;
- (c) terminate any Quote, Order or Agreement;
- (d) cancel any credit facility or trading account;
- (e) require immediate payment of all monies owing;
- (f) require payment in advance;
- (g) repossess Goods;
- (h) recover Goods in transit;
- (i) refuse future Orders;
- (j) on-sell or otherwise dispose of any Goods allocated to the Buyer; or
- (k) retain all monies previously paid by the Buyer on account of loss, damage or costs incurred by the Seller.
13.3 The Seller is released from and shall not be liable for any, Loss or damage arising from:
- (a) suspension of supply;
- (b) withholding delivery;
- (c) cancellation of Orders;
- (d) repossession of Goods; or
- (e) exercise of any rights under this clause.
13.4 The Buyer acknowledges that:
- (a) any delay in payment may result in delays in seeding, growing, manufacture, procurement, allocation, dispatch or delivery;
- (b) the Seller may reallocate stock or production capacity during any period of default; and
- (c) revised delivery dates may apply following remedy of any default.
13.5 Interest accrues on all overdue amounts owing by the Buyer at the rate of 6% per annum calculated daily and compounding monthly from the due date until payment in full.
13.6 The Buyer must pay all costs and expenses incurred by the Seller arising from or in connection with:
- (a) any default by the Buyer; or
- (b) enforcement of the Seller’s rights,
including without limitation:
- (c) legal costs on a full indemnity basis;
- (d) mercantile agent costs;
- (e) debt collection costs;
- (f) repossession costs;
- (g) storage costs;
- (h) transport costs;
- (i) administrative expenses; and
- (j) financing costs.
13.7 If the Buyer defaults in any obligation other than payment, the Seller may suspend performance of its obligations until the default is remedied to the Seller’s satisfaction.
13.8 Unless the Seller elects otherwise in writing, no failure or delay by the Seller in exercising any right arising from a default constitutes a waiver of that right.
13.9 Termination, suspension or enforcement action by the Seller does not prejudice:
- (a) accrued rights;
- (b) rights to recover monies owing;
- (c) rights to damages;
- (d) rights to interest;
- (e) rights of indemnity; or
- (f) any continuing obligations of the Buyer.

14. LIABILITY

14.1 The Buyer acknowledges and agrees that:
(a) the Buyer has independently investigated and satisfied itself regarding the suitability, quality and fitness of the Goods and Services for the Buyer’s intended purposes;
(b) the Buyer has not relied upon any representation, warranty, statement, advice or opinion made by or on behalf of the Seller unless expressly confirmed in writing by the Seller;
(c) the Goods may be affected by biological, environmental and external factors beyond the Seller’s control; and
(d) environmental, climatic, seasonal, transport, storage, handling and cultivation conditions may materially affect the Goods.
14.2 To the maximum extent permitted by law and subject to clause 14.5, all conditions, warranties, guarantees, rights, remedies, liabilities and other terms implied by statute, common law, trade custom or otherwise are excluded.
14.3 To the maximum extent permitted by law, the Seller is not liable for any:
- (a) indirect loss;
- (b) consequential loss
- (c) loss of profit;
- (d) loss of revenue;
- (e) loss of production;
- (f) loss of yield;
- (g) loss of crop;
- (h) loss of opportunity;
- (i) loss of goodwill;
- (j) business interruption;
- (k) financing costs;
- (l) increased operating costs; or
- (m) special or exemplary damages,
arising directly or indirectly from:
- (n) supply or non-supply of the Goods or Services;
- (o) delay in supply;
- (p) failure of the Goods;
- (q) natural variation in the Goods;
- (r) defects or deficiencies in the Goods;
- (s) negligence of the Seller; or
- (t) any act or omission of the Seller,
- whether arising in contract, tort, negligence, statute or otherwise.
14.4 Without limiting clause 14.3, the Seller does not warrant:
- (a) the suitability of the Goods for any specific purpose;
- (b) any particular yield, growth rate, germination rate, production outcome or commercial result;
- (c) uninterrupted availability of Goods;
- (d) uniformity between batches;
- (e) future availability of stock; or
- (f) compatibility with the Buyer’s systems, facilities, growing methods or processes.
14.5 Where the Australian Consumer Law, the Sale of Goods Act 1895 (WA) or any other legislation implies a condition, warranty or guarantee which cannot lawfully be excluded, the Seller’s liability is limited, at the Seller’s option, to:
- (a) in the case of Goods:
  - (i) replacement of the Goods;
  - (ii) repair of the Goods;
  - (iii) payment of the cost of replacing the Goods; or
  - (iv) payment of the cost of repairing the Goods; and
- (b) in the case of Services:
  - (i) resupply of the Services; or
  - (ii) payment of the cost of resupplying the Services.
14.6 To the maximum extent permitted by law, the total aggregate liability of the Seller arising from or in connection with any claim relating to the Goods or Services shall not exceed the amount actually paid by the Buyer to the Seller for the specific Goods or Services giving rise to the claim.
14.7 The Buyer must inspect the Goods immediately upon delivery and notify the Seller in writing within seven (7) days after delivery of:
- (a) any alleged defect;
- (b) shortage;
- (c) damage;
- (d) contamination;
- (e) non-conformity; or
- (f) other complaint relating to the Goods or Services.
14.8 If the Buyer fails to provide notice in accordance with clause 14.7, then to the maximum extent permitted by law:
- (a) the Buyer is deemed to have accepted the Goods and Services;
- (b) the Goods and Services are deemed to comply with the relevant Order and these Terms of Trade; and
- (c) the Buyer is barred from making any claim against the Seller in relation to the alleged defect, issue or complaint.
14.9 Nothing in clauses 14.7 or 14.8 limits, excludes or restricts any rights or remedies the Buyer may have under the ACL or any other law to the extent such rights or remedies cannot lawfully be excluded, restricted or modified.
14.10 To the maximum extent permitted by law, no claim, action or proceeding arising out of or in connection with the Goods, Services or these Terms of Trade may be commenced against the Seller more than twelve (12) months after:
- (a) delivery of the relevant Goods; or
- (b) completion of the relevant Services,
whichever first occurs.

15. INDEMNITY

15.1 The Buyer indemnifies and must keep indemnified the Seller and its officers, employees, contractors, agents and related entities from and against any Loss arising directly or indirectly from:
- (a) breach of these Terms of Trade by the Buyer;
- (b) any negligent, unlawful or wrongful act or omission of the Buyer;
- (c) misuse, storage, transport, handling, installation, cultivation or use of the Goods after delivery;
- (d) any information, specification or instruction supplied by the Buyer;
- (e) any variation requested by the Buyer;
- (f) any act or omission of the Buyer’s employees, contractors, agents or customers;
- (g) any claim by a third party arising from the Buyer’s use or resale of the Goods;
- (h) contamination, disease spread, biosecurity breach or regulatory non-compliance arising after delivery of the Goods;
- (i) repossession or recovery of Goods by the Seller;
- (j) enforcement of the Seller’s rights under these Terms of Trade; or
- (k) any default by the Buyer.
15.2 The indemnity in clause 15.1 includes without limitation:
- (a) legal costs on a full indemnity basis;
- (b) investigation costs;
- (c) expert costs;
- (d) mercantile agent costs;
- (e) transport and storage costs;
- (f) costs of rectification;
- (g) third party claims;
- (h) damages;
- (i) fines and penalties (to the extent permitted by law); and
- (j) amounts paid by the Seller in settlement of claims.
15.3 The Buyer’s liability under this clause is reduced proportionately to the extent any Loss is caused by the wilful misconduct of the Seller.
15.4 The Seller holds the benefit of this indemnity on trust for its officers, employees, contractors, agents and related entities.
15.5 The indemnities contained in these Terms of Trade:
- (a) are continuing obligations;
- (b) survive termination or expiry of these Terms of Trade;
- (c) are separate and independent from the Buyer’s other obligations; and
- (d) are not affected by any waiver, indulgence or delay by the Seller in enforcing its rights.

16. FORCE MAJEURE

16.1 The Seller is not liable for any delay, failure, suspension or inability to supply any Goods or Services where such delay, failure, suspension or inability arises directly or indirectly from a Force Majeure Event.
16.2 If a Force Majeure Event prevents, hinders, delays or materially increases the cost of the Seller performing its obligations, the Seller may, without limitation and at its election:
- (a) suspend performance of any obligations;
- (b) extend any delivery or completion dates;
- (c) partially perform any obligations;
- (d) allocate available stock, materials or production capacity between customers in its discretion;
- (e) vary supply arrangements;
- (f) impose surcharges or pricing adjustments in accordance with clause 8;
- (g) defer delivery;
- (h) cancel any affected Order; or
- (i) terminate these Terms of Trade or any affected Order by written notice to the Buyer.
16.3 The Seller is not required to:
- (a) source alternative goods;
- (b) source alternative materials;
- (c) incur unreasonable expense; or
- (d) settle any industrial dispute,
to overcome a Force Majeure Event.
16.4 Any delay or failure by the Seller arising from a Force Majeure Event does not constitute:
- (a) breach of these Terms of Trade;
- (b) repudiation;
- (c) negligence; or
- (d) grounds for termination or compensation by the Buyer.
16.5 The Buyer remains liable to pay for:
- (a) Goods already supplied;
- (b) Services already performed;
- (c) costs already incurred by the Seller; and
- (d) any Additional Costs recoverable under clause 8,
notwithstanding any Force Majeure Event.
16.6 The Seller may give notice of a Force Majeure Event by email, Invoice notation, updated delivery estimate or any other written notice.

17. Dispute Resolution

17.1 If a dispute arises between the parties in connection with these Terms of Trade, either party may give written notice to the other specifying the nature of the dispute.
17.2 Following receipt of a dispute notice, the parties must use reasonable endeavours to resolve the dispute through good faith discussions between authorised representatives within fourteen (14) Business Days.
17.3 If the dispute is not resolved under clause 17.2, either party may refer the dispute to mediation by written notice to the other party.
17.4 The mediation:
- (a) shall be conducted in Western Australia;
- (b) shall be conducted by a mediator agreed between the parties or, failing agreement within seven (7) days, appointed by the Resolution Institute (formerly LEADR);
- (c) shall be conducted in accordance with the mediator’s directions; and
- (d) shall be attended by representatives of each party with authority to settle the dispute.
17.5 The costs of the mediator shall be shared equally between the parties unless otherwise agreed or determined by the mediator, and each party shall bear its own legal and other costs associated with the mediation.
17.6 A party must not commence court proceedings relating to a dispute unless:
- (a) the mediation has concluded; or
- (b) twenty-eight (28) days have elapsed since notice requiring mediation was given, whichever first occurs.
17.7 Nothing in this clause prevents the Seller from immediately commencing proceedings or taking enforcement action in relation to:
- (a) recovery of monies owing;
- (b) recovery or repossession of Goods;
- (c) PPSA enforcement;
- (d) injunctive relief;
- (e) interlocutory relief;
- (f) protection of Confidential Information or Intellectual Property; or
- (g) any urgent or interim remedy.
17.8 Pending resolution of any dispute:
- (a) the Buyer must continue to pay all amounts owing when due; and
- (b) the Seller may continue to enforce these Terms of Trade.

18. HORTICULTURAL, BIOLOGICAL AND SEED PRODUCTS

18.1 The Seller shall supply the Goods and Services substantially in accordance with the relevant Order, Quote or Order Confirmation, subject always to these Terms of Trade.
18.2 The Buyer acknowledges and agrees that:
- (a) the Goods supplied by the Seller include horticultural, agricultural, biological and seed products inherently subject to natural variation;
- (b) growth rates, size, colour, structure, yield, germination, vigour, performance and production outcomes may vary between batches and growing conditions;
- (c) environmental, climatic, seasonal, transport, storage, cultivation, irrigation, nutrition, disease and handling factors beyond the Seller’s control may materially affect the Goods; and
- (d) no guarantee is given by the Seller regarding uniformity, yield, growth performance or commercial outcomes unless expressly agreed in writing by the Seller.
18.3 The Seller will use reasonable care and reasonable commercial efforts, including reasonable inspection procedures, in the sourcing, handling, storage, propagation and supply of the Goods, but does not warrant or guarantee that the Goods will be entirely free from:
- (a) pests;
- (b) disease;
- (c) viruses;
- (d) pathogens;
- (e) contamination;
- (f) genetic variation;
- (g) mutation; or
- (h) other biological conditions or characteristics.
18.4 To the maximum extent permitted by law, the Seller is not liable for any Loss arising directly or indirectly from:
- (a) pests;
- (b) disease;
- (c) contamination;
- (d) virus;
- (e) pathogen transmission;
- (f) crop failure;
- (g) germination failure;
- (h) reduced yield;
- (i) natural variation;
- (j) environmental conditions;
- (k) climatic events;
- (l) Buyer cultivation methods;
- (m) storage or transport after delivery; or
- (n) any biological or agricultural characteristic of the Goods beyond the Seller’s reasonable control.
18.5 Any sample, photograph, specification, description, catalogue, model, trial, test result or prior supply provided by the Seller:
- (a) is indicative only;
- (b) does not constitute a representation, warranty or guarantee that future Goods will conform exactly to the sample, model or description; and
- (c) does not establish any continuing production standard or ongoing supply obligation.
18.6 The Seller makes no representation or warranty:
- (a) that the Goods are suitable for any specific use, environment or cultivation method;
- (b) that the Goods will achieve any particular yield, growth rate or production result;
- (c) that the Goods will be compatible with the Buyer’s systems, processes or facilities; or
- (d) regarding the ongoing availability of any particular variety, line or product.
18.7 The Buyer acknowledges and agrees that:
- (a) seeds may contain natural variances;
- (b) seed performance may vary significantly depending on growing conditions;
- (c) germination rates are influenced by factors beyond the Seller’s control;
- (d) pests, disease, contamination, weather conditions, irrigation, nutrition and cultivation methods may materially affect seed performance; and
- (e) any germination rates, test data or technical information supplied by the Seller are indicative only unless expressly stated otherwise in writing.
18.8 Where the Seller supplies seed products (whether sold, supplied free of charge, supplied for trial purposes, propagation purposes or otherwise), the Buyer acknowledges and agrees that:
- (a) testing and quarantine procedures may involve pooled or sampled testing methods;
- (b) testing protocols are subject to the requirements of relevant governmental and regulatory authorities;
- (c) the Seller relies upon third party laboratories, growers, breeders, suppliers, importers and regulatory authorities;
- (d) the Seller does not independently guarantee all testing outcomes or quarantine outcomes; and
- (e) biological and pathological risks cannot be completely eliminated.
18.9 The Seller may rely upon testing, certifications, clearances, permits, approvals, and documentation, issued by governmental authorities, quarantine authorities, accredited laboratories, breeders, importers; or suppliers, in relation to the Goods.
18.10 Where applicable, imported seed supplied by the Seller may be imported pursuant to permits, approvals and testing requirements under the Biosecurity Act 2015 (Cth) and associated regulations and protocols.
18.11 Where applicable, the Seller will use reasonable commercial efforts to ensure that imported seed supplied by the Seller has been imported, tested and handled in accordance with applicable import permits, quarantine requirements and regulatory protocols applying at the time of importation.
18.12 The Buyer must:
- (a) inspect the Goods immediately upon delivery;
- (b) notify the Seller in writing of any alleged defect, shortage, contamination or issue within seven (7) days after delivery; and
- (c) preserve the Goods in the condition delivered pending inspection by the Seller.
18.13 If the Buyer fails to notify the Seller in accordance with clause 18.12, then to the maximum extent permitted by law the Buyer is deemed to have accepted the Goods as complying with the relevant Order and free from defect.
18.14 The Buyer assumes all risk and responsibility for cultivation, propagation, irrigation, treatment, handling, transport, storage, environmental exposure, and use of the Goods, following delivery or collection of the Goods.
18.15 Nothing in this clause limits:
- (a) the operation of clause 14;
- (b) the Seller’s rights under clause 15; or
- (c) any exclusion or limitation of liability contained elsewhere in these Terms of Trade.

19. General Provisions

19.1 AssignmentThe Buyer must not assign, transfer, novate, charge or otherwise deal with any rights or obligations under these Terms of Trade without the prior written consent of the Seller.
19.2 Seller AssignmentThe Seller may assign, novate, subcontract or otherwise deal with its rights and obligations under these Terms of Trade without the consent of the Buyer.
19.3 WaiverNo failure, delay or partial exercise by the Seller of any right, power or remedy operates as a waiver of that right, power or remedy.
19.4 SeverabilityIf any provision of these Terms of Trade is invalid, illegal or unenforceable:
- (a) that provision shall be read down to the extent necessary to make it valid and enforceable; or
- (b) if it cannot be read down, it shall be severed,
  without affecting the validity or enforceability of the remaining provisions.
19.5 Further AssurancesEach party must promptly execute all documents and do all things reasonably required to give effect to these Terms of Trade and the transactions contemplated by them.
19.6 VariationNo amendment or variation to these Terms of Trade is binding unless agreed in writing by the Seller.
19.7 Entire AgreementThese Terms of Trade:
- (a) constitute the entire agreement between the parties regarding their subject matter;
- and
- (b) supersede all prior negotiations, understandings, representations, warranties and agreements relating to that subject matter.
19.8 RelationshipNothing in these Terms of Trade creates any relationship of partnership, joint venture, agency or employment between the parties.
19.9 Governing LawThese Terms of Trade are governed by the laws of Western Australia and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of Western Australia and courts hearing appeals from those courts.
19.10 Electronic ExecutionThese Terms of Trade and any related document may be executed and accepted electronically, including by electronic signature, scanned signature, email acceptance, electronic ordering platform or other electronic means, and such execution shall be binding on the parties.
19.11 SurvivalAny provision of these Terms of Trade which by its nature is intended to survive termination or expiry survives termination or expiry, including without limitation clauses relating to:
- (a) payment;
- (b) indemnities;
- (c) confidentiality;
- (d) Intellectual Property;
- (e) PPSA rights;
- (f) liability limitations; and
- (g) dispute resolution.

20. Definitions

In these Terms of Trade, unless the context otherwise requires:

ACL means the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Additional Cost means any increase in, or imposition of, any cost, expense, charge, levy, surcharge, fee, tariff, duty, tax (excluding income tax), compliance obligation or other impost incurred directly or indirectly by the Seller in connection with the supply of Goods or Services after the date of a Quote, Order or Agreement, including without limitation increases relating to labour, materials, production, fuel, freight, transport, shipping, storage, importation, exportation, supplier pricing, regulatory compliance, biosecurity compliance, or governmental requirements.

Agreement means any agreement between the Seller and the Buyer for the supply of Goods or Services incorporating these Terms of Trade.

Business Day means a day other than a Saturday, Sunday or public holiday in Western Australia.

Buyer means the person, company, trust, partnership or other entity acquiring Goods or Services from the Seller and includes its employees, agents, contractors, successors, permitted assigns, administrators and anyone acting on its behalf or with its authority.

Confidential Information means all information relating directly or indirectly to the Seller or its business, including without limitation trade secrets, Intellectual Property, pricing, production methods, formulations, horticultural techniques, supplier information, customer information, technical data, specifications, research, commercial information, financial information, and operational information, whether oral, written, electronic, visual or otherwise, excluding information which is publicly available other than through breach of these Terms of Trade, or the Seller expressly confirms in writing is not confidential.

Force Majeure Event means any event, circumstance or cause beyond the reasonable control of the Seller, including without limitation acts of God, war, invasion, terrorism, civil unrest, riot, strike, lockout, labour shortage, industrial dispute, fire, flood, storm, earthquake, epidemic or pandemic, disease outbreak, quarantine restriction, biosecurity event, governmental action, sanctions, import or export restrictions, failure or shortage of power, fuel, transport or telecommunications, supply chain disruption, supplier failure, unavailability of materials, labour, stock or components, transport delays, cyberattack, failure or malfunction of computer systems or information technology systems, or any other matter beyond the reasonable control of the Seller.

Goods means any goods, products, seeds, seedlings, plants, growing media, fertilizers, nutritional supplements, equipment, biological material or other goods supplied or to be supplied by the Seller, including any part or component of them.

GST has the meaning given in the GST Act.

GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Insolvency Event means where a person becomes insolvent, is unable to pay its debts as and when they fall due, enters into liquidation, administration, receivership or bankruptcy, enters into any arrangement or compromise with creditors, has a controller, receiver, administrator, liquidator or similar officer appointed to it or any of its assets, or is otherwise subject to any analogous event under any applicable law.

Intellectual Property means all present and future intellectual and industrial property rights of any kind anywhere in the world, including without limitation rights in relation to patents, copyright, trademarks, designs, plant breeder’s rights, trade secrets, confidential information, know-how, inventions, discoveries, processes, methodologies, software, databases, domain names and circuit layouts, whether registered or unregistered, and including all applications for and rights to apply for registration of any such rights.

Invoice means any invoice, statement, payment claim or other request for payment issued by the Seller.

Loss means any loss, liability, damage, claim, action, proceeding, cost, charge, expense or outgoing of any nature whatsoever, whether arising in contract, tort (including negligence), statute, equity or otherwise, including without limitation:

(a) legal costs on a full indemnity basis;
(b) debt recovery costs;
(c) investigation costs;
(d) expert and consultant costs;
(e) storage, transport and repossession costs;
(f) administrative and internal management costs;
(g) interest and financing costs;
(h) amounts paid in settlement of claims;
(i) damages, compensation, fines or penalties to the extent permitted by law; and
(j) direct, indirect or consequential loss,

but does not include any Loss to the extent caused by the wilful misconduct of the party seeking to rely upon the definition.

Order means any order, request, instruction or purchase request made by or on behalf of the Buyer for Goods or Services, whether written, oral, electronic or otherwise.

PPSA means the Personal Property Securities Act 2009 (Cth).

Price means the price payable for the Goods or Services excluding Additional Costs, interest, fees, levies, charges and other amounts payable under these Terms of Trade unless expressly stated otherwise.

Quote means any quotation, estimate, pricing proposal, tender, scope of works or pricing schedule issued by the Seller relating to Goods or Services.

Relevant Event means any event or circumstance beyond the reasonable control of the Seller causing or contributing to an Additional Cost, including without limitation supply chain disruption, market volatility, labour or material shortages, fuel, war, transportation disruption, governmental action, changes in law, sanctions, Force Majeure Events, import or export tariffs, restrictions, or any act or omission of a third party supplier, government or regulatory authority.

Security Interest has the meaning given in the PPSA.

Seller means Trandos Hydroponic Growers Pty Ltd (ACN 078 447 364) and includes its successors and assigns.

Services means any services supplied or to be supplied by the Seller, including without limitation propagation, cultivation, treatment, sourcing, handling, storage, transport and associated services.

Terms of Trade means these Terms of Trade as amended, updated or replaced from time to time by the Seller.

21. CONSTRUCTION