Redland’s Terms of Trade – Merchant or Agent

1. When Terms of Trade apply

These Terms of Trade set out the general terms and conditions on which the trader, Redland Premium Fruit Pty Ltd as trustee for RPF Trust ABN 43 249 220 845 (Redland) is prepared to trade (as merchant or agent) in horticultural produce (produce) pursuant to the Horticulture Code of Conduct contained in Schedule 1, Competition and Consumer (Industry Codes – Horticulture Regulations 2017 (Cth) (Code).

2. Good faith

Redland and the Grower will deal with each other in good faith.

3. Horticulture Produce Agreement prevails

1. 1. The Code requires that transactions between Redland and the Grower must be conducted pursuant to a Horticulture Produce Agreement (HPA). In the event of any inconsistency between these terms and conditions and the HPA, the HPA prevails.
   2. The Grower acknowledges that the Code requires that it must return to Redland a signed HPA before Redland will accept delivery of produce.

4. Requirements for delivery

4.1. Delivery and off-loading

1. 1. The Grower is responsible for delivery of produce to the location(s) specified in the HPA; and
   2. Redland is responsible for offloading of the produce.

4.2. Produce bins

1. 1. Produce must be delivered in produce bins pre-approved by Redland; and
   2. Produce bins must identify the Grower and varietal of the produce and must specify any other traceability requirements reasonably required by Redland from time to time.

4.3. When delivery occurs

Delivery of produce from the Grower to Redland will be deemed to have occurred:

1. 1. if Redland is trading as a merchant, when the produce has been graded by Redland and the grade determined in accordance with the relevant quality specification; or
   2. if Redland is trading as an agent, when the produce is accepted as delivered at the place of delivery by Redland.

5. Quality of produce

Produce delivered by the Grower to Redland must meet the FreshSpecs Produce Specifications or other applicable variety quality specifications provided by Redland to the Grower from time to time and otherwise as specified in the HPA. FreshSpecs Produce Specifications are available at http://freshmarkets.com.au/fresh-specs/.

6. Rejection of produce

6.1. Redland is entitled to reject produce:

1. 1. it reasonably believes the Grower has no title in;
   2. not delivered or supplied in accordance with the requirements of the HPA;
   3. where it is not satisfied in its complete discretion as to the accuracy of certifications, spray diaries or of other steps required to be taken by the Grower in relation to the produce;
   4. it reasonably believes is unfit for human consumption; or
   5. it reasonably believes may:
      1. cause damage to Redland’s plant and equipment;
      2. adversely impact any certification Redland holds or is required to hold for the packing and supply of produce to any market;
      3. adversely impact any other produce in its possession;
      4. be non-compliant with any quality assurance programme Redland has in place; or
      5. be affected by disease or pests.

6.2. Redland may reject all of the produce in a delivery based on a sample of the produce (either inspected or graded).

6.3. Redland may reject produce at any time while the produce is in Redland’s possession or control. Nothing prevents Redland from rejecting produce after a delivery of produce has been accepted by Redland, however, Redland will endeavour to identify produce qualifying for rejection at the earliest opportunity.

6.4. The Grower must pay any reasonable service fees incurred by Redland in relation to rejected produce.

6.5. Within 24 hours of Redland rejecting produce, Redland must notify the Grower of the details of produce rejected and reasons for rejection (Rejection Notice) .

6.6. The Grower must collect rejected produce within 2 business days after its receipt of a Rejection Notice, failing which the rejected produce will be deemed abandoned by the Grower and destroyed at the Grower’s cost.

6.7. Where title and/or risk in rejected produce has passed to Redland, title and/or risk in any rejected produce will pass back to the Grower at the same time the Grower receives the relevant Rejection Notice.

6.8. Redland will exercise reasonable care and skill in handling and storing rejected produce until the rejected produce is collected by the Grower or deemed abandoned.

7. Payment by Redland when acting as merchant

If Redland is trading as a merchant, Redland will pay the Grower the purchase price for produce within 28 days of title in that produce passing to Redland in accordance with clause 4.3(a) of these terms and conditions. Redland may deduct from the purchase price any applicable royalties, agreed service fees, and any other amounts or costs agreed to be deducted or set-off pursuant to any HPA.

8. Payment by Redland when acting as agent

8.1. Where Redland is trading as an agent, Redland will pay the Grower the purchase price of the sale of produce less applicable Redland commission (expressed as a percentage of the gross sale proceeds), applicable royalties, agreed fixed service fees, and any other amounts or costs agreed to be deducted or set-off pursuant to the HPA, within 28 days of Redland’s receipt of the whole of the proceeds of the sale of the Grower’s produce from the third party buyer.

8.2. Only Redland’s commission is contingent on the sale of the Grower’s produce. All other additional fees, costs and levies arising under the HPA may be charged or deducted from proceeds of sale by Redland where they arise.

8.3. The Grower acknowledges and agrees that no minimum or positive return is guaranteed under any agreement and that, where applicable, if Redland’s commission, agreed service fees, and any other amounts or costs agreed to be deducted or set-off pursuant to the HPA exceed the proceeds of sale of the Grower’s produce, the resulting negative balance is a debt due and payable by the Grower to Redland and which may, in Redland’s sole discretion, be deducted from other amounts payable by Redland to the Grower under the HPA.

9. Bad debts

9.1. Where Redland is trading as an agent, Redland is:

1. 1. responsible for pursuing any bad debts of the Grower; and
   2. not liable to pay the Grower the amount of any bad debts, arising in relation to the sale of the Grower’s produce to a third party.

9.2. If Redland determines that a bad debt ought not to be pursued or that any existing pursuit should cease, it will notify the Grower in writing of its decision not to pursue the debt and its reasons, from which time the Grower may elect to pursue the bad debt independently.

9.3. Redland is entitled to recover its reasonable legal costs expended in pursuing a bad debt on the Grower’s behalf from the Grower, including by way of set off from any amounts owing by Redland to the Grower.

9.4. Where requested by Redland, the Grower will provide all reasonable and necessary assistance to allow Redland to pursue the bad debt.

10. Insurance

10.1. Redland has insurance in respect of the horticulture produce once the produce is under Redland’s control. The insurance held by Redland covers fire, theft and accidental damage. Details of the insurance policy are as follows. Insurance provider name: Norfolk Reinsurance Company Ltd; Insurance Policy No: NFR/PSA39/RED0001/24/25; Maximum coverage: $AUD22,000,000.

11. Cooling-off period

11.1. Either party may terminate the HPA in writing within the cooling-off period, being:

1. 1. 14 days after the execution date if the HPA is for a period of 90 days or longer, or has no specified term, or
   2. 7 days after the execution date if the HPA is for a period less than 90 days.

11.2. Where any trade of produce or provision of services have occurred in the period after entry into the HPA and prior to termination under cooling off, the HPA will apply to the extent of that trade or services undertaken.

12. Title and risk

12.1. Where Redland:

1. 1. is trading as a merchant, title and risk in the produce supplied by the Grower will pass to Redland at the time the produce is deemed delivered in accordance with clause 4.3(a) of this document;
   2. is trading as an agent, title and risk in the produce supplied by the Grower does not pass to Redland at any time while in the possession or control of Redland.

13. Covenant and warranty

The Grower covenants and warrants that:

1. 1. The Grower has all right, title and interest in and to the produce;
   2. All right, title and interest in the Grower’s produce at the point of sale is delivered free and clear of all encumbrances, claims and other adverse interests; and
   3. The Grower is the grower of the produce.

14. Indemnity

The Grower indemnifies Redland for any liability, loss or expense of any kind arising from or in respect of the death of, or personal injury to, or disease suffered by, any person and/or any damage to or loss of any property (or the use of that property), arising out of any negligent act or omission of the Grower in connection with the supply of its produce to Redland.

15. Limit of Liability

Notwithstanding any other provision of these terms, the maximum aggregate liability of Redland to the Grower arising out of or in connection with these terms (whether in contract, tort, equity, statute or otherwise) is limited to an amount equal to the gross value of the Grower’s produce supplied to Redland under these terms, or under the HPA at the time in which the liability arises.

16. Independent legal advice

Redland recommends that the Grower seeks independent legal advice in relation to these terms and any HPA prior to it being entered into between Redland and Grower.