Definitions
In these Conditions: Act means the Rice Marketing Act 1983 (NSW); Agreement means any written agreement between the Company and the Buyer for the sale of the Goods which is in force and includes these Conditions; Anti-Bribery Laws means all legislation and regulations and any policies with the force of law in any jurisdiction relating to anti-bribery and anti-corruption, being all laws around the world that generally prohibit bribery of governmental officials or any other giving or receiving of bribes between private commercial parties in connection with conducting business, including Chapter 4, Division 70 of the Criminal Code Act 1995 (Cth) (Australia); Authorised Buyer means an Authorised Buyer appointed under the Act; Business Ethics Laws means the laws applicable to the Supplier in relation to: fundamental human rights and in particular the prohibition of (a) using child labour and any form of forced or compulsory labour and (b) organising or supporting any form of discrimination amongst its employees or towards its suppliers and subcontractors; labour, immigration and prohibition of illegal work; and anti-money laundering; Buyer means the buyer set out in the Agreement or an Order (as relevant); CFR means Cost and Freight as defined by the most recent version of Incoterms from time to time; Company means Riviana Foods Pty Ltd (ABN 97 061 388 092) or Roza’s Gourmet Pty Ltd (ABN 87 154 475 251) as applicable; Company Goods has the meaning given to it under clause 7.3; Conditions means these terms and conditions; Confidential Information means information, however held or recorded, relating to either of the parties, their business or assets including financial or taxation information, information relating to customers or suppliers, present and future business and marketing plans, particulars of employees or contractors, product formulations and manufacturing processes, the terms of the Agreement and any other information which either party identifies as confidential but does not include information which is available in the public domain unless that information enters the public domain as a result of a breach of confidence by the other party; Credit Account means an arrangement (if any) approved (and not withdrawn) by the Company that permits the Buyer to pay for Goods after delivery in accordance with these Conditions; Goods means the goods supplied or to be supplied by the Company to the Buyer; Intellectual Property Rights means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, trade marks, designs, circuit layouts, trade secrets, know-how, confidential information, plant breeders rights, patents, invention and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967; NSW Rice means rice grown in New South Wales; Order means a request from the Buyer to the Company for the supply of Goods; Personnel means all employees, agents, consultants and sub- contractors of a party; Quotation means a written or verbal quotation from the Company relating to the supply of Goods to the Buyer; Related Body Corporate has the same meaning as in the Corporations Act 2001 (Cth); Ricegrowers Supplier Sustainability Program means the Ricegrowers program of engagement with its supply chain partners in relation to the environmental, social and ethical business performance of its supply chain as updated from time to time; Roza’s means Roza’s Gourmet Pty Ltd (ABN 87 154 475 251); Specifications mean specifications as to the type and quality of Goods set out in an Order accepted by the Company or otherwise agreed to by the Company in writing; and SunRice Supplier Sustainability Code means the SunRice Supplier Sustainability Code available at https://www.sunrice.com.au/suppliersustainabilitycode and updated by Ricegrowers from time to time; and Term has the meaning given to it under clause 2.2.
Supply of Goods and Term
The Company agrees to supply and the Buyer agrees to purchase the Goods on the terms and conditions set out in these Conditions.
These Conditions commence on the Commencement Date set out in any Agreement, or otherwise when the Buyer places an Order and, unless terminated earlier in accordance with clause 7, will end on any expiry date set out in any Agreement, or otherwise when the Buyer ceases to purchase Goods from the Company (“Term”).
Orders
From time to time during the Term, the Buyer may submit an Order to the Company for Goods. All Orders must comply with the requirements set out in the Agreement or otherwise notified by the Company in writing.
Unless the parties have entered into an Agreement, a binding separate and independent contract for the supply of Goods by the Company to the Buyer comes into existence when the Company accepts an Order for the Goods or the Company supplies the Goods in response to an Order. The acceptance of one Order does not oblige the Company to accept any other Order.
The Company will acknowledge receipt of an Order and unless the Company notifies the Buyer that it is unable to supply that Order, it will be taken to have accepted the Order.
Once the Company has acknowledged an Order, the Buyer cannot change or cancel the Order without the prior written consent of the Company.
A Quotation is not an offer to supply the Goods referred to in the Quotation. Unless the Company has agreed to set prices for specified periods of time, all Quotations lapse 3 business days after issue and may be withdrawn or changed by the Company at any time.
The Company’s brochures and catalogues are published as sources of general information only and do not constitute an offer to supply Goods.
These Conditions and any Agreement between the parties will prevail to the extent of any inconsistency with any Order.
The Company may accept an Order in whole or in part.
Price and Payment
The price of Goods will be as agreed in writing by the Company in the Agreement, in an Order or otherwise.
Unless otherwise agreed in writing by the Company, the Company may change the price of Goods from time to time and is under no obligation to apply the price agreed in respect of an Order to any other Order.
Unless otherwise agreed in writing by the Company, prices quoted in the Company’s published price lists are subject to change on four weeks’ notice (for Australian Buyers) or on six weeks’ notice (for New Zealand Buyers).
Unless otherwise agreed in writing by the Company, all prices for Goods delivered by ship are on a CFR basis.
Unless otherwise expressly stated, the price of Goods is exclusive of GST. If sale of Goods to the Buyer constitutes a taxable supply, the Buyer must pay the GST applicable to that sale, subject to the Company providing a tax invoice. If the supply is in Australia, the terms GST, supply and tax invoice have the same meaning as under the A New Tax System (Goods and Services Tax) Act 1999 (Cth). If the supply is in New Zealand, the terms GST, supply and tax invoice have the same meaning as under the Goods and Services Tax Act 1985 (NZ).
Subject to these Conditions, if the Buyer has a Credit Account with the Company, the Goods supplied by the Company must be paid for within 30 days of the date of invoice.
If the Buyer does not have a Credit Account with the Company, then the Buyer must pay for Goods before they are supplied.
The Company may, acting reasonably, cancel a Credit Account at any time by notice to the Buyer.
Unless otherwise agreed, all payments are to be made by cash or electronic funds transfer of cleared funds in Australian dollars.
Orders made to Roza’s below 200.00 Australian dollars will incur a freight charge the amount of which to be determined at Roza’s discretion.
Delivery and risk
The Goods will be delivered by the Company to the place and on the dates set out in the Order.
The Company is not obliged to deliver Goods under an accepted Order unless payment for the Goods has been made or a Credit Account is in place.
Risk in the Goods delivered by ship will pass to the Buyer when they pass over the ship’s rail, and risk in all other Goods will pass when the Goods are delivered to the destination nominated by the Buyer.
Delivery dates quoted by the Company are estimates only and while the Company will use its best endeavours to meet those dates, it does not guarantee to do so. The Company will notify the Buyer as soon as practicable if it is unable to meet any delivery dates.
To the extent permitted by law, the Company shall not be liable for any losses, damages or expenses sustained by the Buyer, or any other person, due to non-delivery of the Goods or a delay in delivery or collection of the Goods.
Title
The Company will retain title to Goods supplied to the Buyer until the purchase price of the Goods has been paid in full to the Company.
Until title passes to the Buyer:
the Buyer will hold the Goods as bailee and agent for the Company only; (b) the Buyer will insure the Goods against all usual risks to full replacement value and hold any insurance monies received by the Buyer for Goods on trust for the Company;
the Buyer will store the Goods separately, clearly identified as the Company’s property and in a manner to enable them to be identified and cross–referenced to particular invoices where reasonably possible; and
the Buyer will not pledge or allow any lien, charge or other encumbrance to arise over the Goods.
The Company’s other rights as an unpaid seller will not be affected by the Company retaining title to Goods supplied until the Goods have been paid for in full by the Buyer.
Termination
Either party may terminate the Agreement or these Conditions in any of the following circumstances:
the other party enters into bankruptcy, liquidation or a composition with its creditors, has a receiver or manager appointed over all or any part of its assets, enters into administration, becomes insolvent; or
the other party is materially in breach of its obligations under the Agreement or these Conditions and does not remedy that breach with 20 business days after receiving notice from the other party to do so.
Termination by either party under this clause is without prejudice to that party’s other remedies or the Company’s right to recover payment from the Buyer for any Goods previously supplied by the Company.
If the Company terminates the Agreement or these Conditions under clause 7.1:
the Buyer must immediately return to the Company any Goods to which the Company holds title and are in the Buyer’s possession or control (“Company Goods”); and
if the Buyer does not comply with clause 7.3(a) and provided that the Company gives the Buyer reasonable notice, the Company may without prejudice to its other rights, enter the Buyer’s premises and recover Company Goods.
Warranties
The Company warrants to the Buyers that:
the Goods are new and unencumbered and comply with all applicable laws, unless a waiver is agreed;
the Goods comply with the Specifications and are of acceptable quality; and
it has all necessary licences, consents and authorisations required to produce, package and supply the Goods under these Conditions.
The Buyer warrants that:
it has received adequate information regarding the Goods to ensure their safe use, handling and storage; and
it will ensure that the Goods are properly used so that they are free from risk to health and safety.
Each party warrants to the other that it has the power and authority to enter into this agreement and be bound by the conditions set out herein.
To the extent permitted by law, all conditions and warranties that are not expressly set out in these Conditions are excluded. This does not limit any applicable statutory guarantees provided under the Competition and Consumer Act 2010 (Cth) (or any successor legislation) or equivalent State legislation that cannot be excluded.
The Company and the Buyer agree that the Goods are supplied for the purposes of a business and that the Consumer Guarantees Act 1993 (NZ) does not apply.
Defects and liability
The Buyer will comply with all laws in the importation, handling, selling or otherwise dealing with the Goods.
The Buyer must inspect the Goods on delivery. All claims in respect of defective Goods must be notified to the Company as soon as possible and within 30 days of delivery, and the Buyer must include the purchase order number as well as the SunRice sales order number with their claim. The Buyer must comply with any request from the Company in relation to the return of Goods that are alleged to be defective.
If the Goods do not comply with clause 8.1(b), the Company’s liability to the Buyer is, to the extent permitted by law, limited at the Company’s option, to an obligation to supply or pay the cost of replacement Goods.
Despite any other provision of these Conditions and to the extent permitted by law, the maximum liability of the Company to the Buyer for breach of contract, negligence or otherwise in connection with these Conditions or the Goods is limited to the amount paid or payable by the Buyer for the Goods to be supplied under these Conditions.
Neither party will be liable to the other party or any other person for indirect or consequential losses or damages and for any loss of profits, loss of business, opportunity costs and damage to reputation.
Each party’s liability under this Agreement will be reduced to the extent that the relevant loss or damage was caused or contributed to by the other party.
Export of NSW Rice
The Buyer acknowledges that the Act regulates the sale and purchase of NSW Rice within Australia. If the Agreement or any Order relates to the sale and purchase of NSW Rice and the Buyer is not an Authorised Buyer or an end-user of the NSW Rice, the following provisions apply:
the Buyer must not sell or supply any of the NSW Rice to persons outside of Australia;
the Buyer must not sell or supply any of the NSW Rice to persons (subsequent buyers) within Australia, other than end-users of the NSW Rice, unless the sale or supply is made under a written contract including provisions that prohibit the subsequent buyer from selling or supplying any of the NSW Rice to persons outside of Australia; and
the Buyer must ensure that any subsequent sale or supply of any of the NSW Rice is made under a written contract including provisions in the same terms, with any necessary changes, to those referred to in paragraphs (a) and (b) of this clause.
If the Agreement or any Order relates to the sale and purchase of NSW Rice within Australia and the Buyer is not an Authorised Buyer of the NSW Rice, the Buyer acknowledges that the Company is prohibited from selling or supplying NSW Rice to the Buyer if the Company is aware that the Buyer intends to sell or supply any of the NSW Rice to persons outside of Australia. Notwithstanding any other provision of these Conditions, any refusal to sell or supply to the Buyer in accordance with this restriction will not be a breach of these Conditions.
Confidential Information and Intellectual Property Rights
Neither party may, without the prior written consent of the other party:
(a) disclose Confidential Information to any other person; or
(b) use Confidential Information for any reason other than the furtherance of the business relationship between the Buyer and the Company, except where required by law or the rules of a stock exchange or disclosure to that party’s legal, financial or other advisers.
Neither the Company nor the Buyer transfers any right, title or interest in any Intellectual Property Rights of the respective party to the other. Each party is prohibited from using the other party’s Intellectual Property Rights (including but not limited to trademarks) unless authorised in writing by the owning party.
Force Majeure
The Company will not be liable if the Company is delayed or prevented from delivering Goods, or otherwise performing any of its contractual obligations, due to any cause or circumstance beyond its reasonable control including acts of God, floods, storms, natural disasters, acts of war or terrorism, sabotage, acts of government or regulatory authority, strikes or other industrial disputes, court orders, breakdown of equipment or the failure by the Company’s suppliers to deliver to the Company.
Anti-Bribery and Corruption
The Buyer represents and warrants that it will comply (and ensure its Personnel comply) with the Business Ethics Laws and Anti-Bribery and Corruption laws during the Term. When carrying out its obligations under the Agreement, the Buyer must comply with the SunRice Group Anti-Bribery and Corruption Policy available online at the following address https://www.sunrice.com.au/corporate/policies-and-documentation/anti-bribery-corruption-policy/
The Buyer acknowledges that the Company has in place a sustainability code for suppliers (“SunRice Supplier Sustainability Code”) and that the Buyer has received a copy of this document. The Buyer agrees to:
use all reasonable endeavours to assist the Company in implementing the SunRice Supplier Sustainability Code;
provide all reasonable co-operation and assistance in relation to any sustainability audit or required program activity as part of the Ricegrowers Supplier Sustainability Program;
work in good faith to address and/or remediate any issues identified in relation to the Buyer’s sustainability practices; and
communicate transparently any actual or potential non-compliances with the SunRice Supplier Sustainability Code that it becomes aware of.
General
These Conditions are governed by the laws of the State of New South Wales, Australia and the Company and the Buyer submit to the non-exclusive jurisdiction of the Courts of that State.
Except as otherwise agreed in writing by the parties, any Agreement between the parties, these Conditions, together with any Order accepted by the Company, constitute all of the terms of the contract for the sale of the Goods by the Company to the Buyer. All other terms and conditions, express or implied, including any alternate terms proposed by the Buyer, are excluded to the fullest extent permitted by law. These terms can only be amended or varied in writing signed by the parties.
Any provision of these Conditions that is illegal, void or unenforceable will be severed without affecting the other provisions.
If either party does not enforce, or delays the enforcement of any obligation of the other party under these Conditions, it will not waive any breach of that obligation or preclude that party’s right to subsequently enforce that or any other obligation of the other party.
Whenever any sum of money shall be recoverable from or payable by the Buyer under these Conditions, the same may be deducted from any sum then due or which at any time thereafter may become due to the Buyer under these Conditions with the Company or its Related Body Corporates. Exercise by the Company of its rights under this clause shall be without prejudice to any other rights or remedies available to the Company under the contract, or otherwise at law or in equity.
Neither party may assign all or any of its rights or obligations under these Conditions without the prior written consent of the other party.
In these Conditions, a business day means a day on which banks are open for general banking business in Sydney, Australia (not being a Saturday, Sunday or public holiday in that place).
Riviana General Terms of Supply
In these Conditions: “Anti-Bribery Laws” means all legislation and regulations and any policies with the force of law in any jurisdiction relating to anti-bribery and anti-corruption, being all laws around the world that generally prohibit bribery of governmental officials or any other giving or receiving of bribes between private commercial parties in connection with conducting business, including Chapter 4, Division 70 of the Criminal Code Act 1995 (Cth) (Australia); “Business Ethics Laws” are the laws applicable to the Supplier in relation to the following: (a) fundamental human rights and in particular the prohibition of: (A) using child labour and any form of forced or compulsory labour; and (B) organising or supporting any form of discrimination amongst its employees or towards its suppliers and subcontractors; (b) labour, immigration and prohibition of illegal work; and (c) anti- money laundering. “Company” means Riviana Foods Pty Ltd (ABN 97 061 388 092) or Roza’s Gourmet Pty Ltd (ABN 87 154 475 251) as applicable. “Company Improvements” means any adaptation, improvement, variation or amendment to any of the Goods or Services or associated processes, procedures, material or content developed by: (a) the Company; or (b) the Supplier at the request of, or in conjunction with, the Company during the course of this Contract. “Company Intellectual Property” means all Intellectual Property Rights in and to any discoveries, inventions, processes or techniques that are owned by or licensed to the Company as at the date of the Contract, together with any Intellectual Property Rights in the Company Improvements or any other interventions, processes or techniques developed by the Company after the date of the Contract. “Conditions” means these terms and conditions. “Confidential Information” means information, however held or recorded, relating to either of the parties, their business or assets including financial or taxation information, information relating to clients or suppliers, present and future business and marketing plans, particulars of employees or contractors, product formulations and manufacturing processes, the terms of the Contract and any other information which either party identifies as confidential but does not include information which is available in the public domain as a result of a breach of confidence by the other party. “Contract” means (unless otherwise agreed in writing by the Company) these Conditions, together with any Order accepted by the Supplier and if relevant, any Procurement Agreement. “F.I.S” means free into store delivery, which requires the Supplier to pay all costsandberesponsibleforallrequirementsassociatedwiththe supplyand delivery of Goods to the Company at the delivery site described in the Order, including all costs associated with transport, insurances, licences, authorisations, duties and taxes. “Force Majeure Event” means any act, occurrence or event not within the control of the relevant party, including without limitation, fire, flood, lightning, storm and tempest, strikes, lockouts or other industrial disputes, acts of war, riots, explosion, government restrictions, unavailability of equipment or other causes which are not reasonably within the control of that party. “Goods” means the goods to be supplied by the Supplier to the Company as described in the relevant Order, Specifications, and/or Procurement Agreement. “GST” means the goods and services tax imposed in Australia by A New Tax System (Goods and Services Tax) Act 1999 and the terms “taxable supply” and “tax invoice” have the same meaning as in that Act. “Intellectual Property Rights” means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, trade marks, designs, circuit layouts, trade secrets, know-how, confidential information, plant breeders rights, patents, invention and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967. “Order” means a purchase order for Goods or Services provided to the Supplier by the Company. “Personnel” means all employees, agents, consultants and sub-contractors of a party; “Price” means the price of Goods or Services as identified in the Order or otherwise agreed between the Company and the Supplier in writing. “ProcurementAgreement” means any written agreement between the Company and the Supplier for the procurement of Goods or Services. For the avoidance of doubt, this does not include any general terms and conditions of sale issued by the Supplier. “Ricegrowers Supplier Sustainability Program” means the Ricegrowers program of engagement with its supply chain partners in relation to the environmental, social and ethical business performance of its supply chain as updated from time to time. “Services” means the services to be supplied by the Supplier to the Company under the Contract as described in the Order. “Specifications” means the specifications as to the type and quality of the Goods or Services set out in an Order, Procurement Agreement and/or as otherwise advised by the Company to the Supplier. “SunRice Supplier Sustainability Code” means the SunRice Supplier Sustainability code available at https://www.sunrice.com.au/suppliersustainability code as updated by the Company from time to time. “Supplier Intellectual Property” means all Intellectual Property Rights in and to any discoveries, inventions, processes or techniques that are owned by or licensed to the Supplier as at the date of this Contract, together with any Intellectual Property Rights in any improvements, adaptations, inventions, processes or techniques developed by the Supplier after the date of this Contract, other than the Company Improvements. “Supplier” means the supplier of Goods or Services to the Company. “Transport Safety Laws” mean all Federal and State legislation and regulations, and any policies with the force of law, relating to safe carriage of freight by road and related occupational health and safety issues, including but not limited to:
observing vehicle dimension and mass limits; properly securing loads;
managing drivers’ hours; and
Ensuring that enough time is allowed for each
Journey including loading, offloading and transit.
Except as otherwise agreed in writing by the Company, these Conditions, together with any Order and if relevant any Procurement Agreement, constitute all of the terms of the Contract for the procurement of the relevant Goods or Services by the Company from the Supplier. All other terms and conditions, express or implied, including any alternate terms proposed by the Supplier, are excluded to the fullest extent permitted by law.
In the event of any ambiguity, discrepancy or inconsistency arising between these general terms of supply and any Procurement Agreement, then the terms of the Procurement Agreement will take precedence to the extent of the ambiguity, discrepancy or inconsistency.
The Supplier agrees to supply the Goods or Services in an Order in accordance with these Conditions, the terms of any applicable Procurement Agreement and the Order itself.
Any forecast is indicative only and will not impose any obligation on the Company to submit Orders or purchase Goods or Services in accordance with the forecast.
The Supplier must comply with all applicable laws, regulations, ordinances and standards of the country of destination which relate to the supply, manufacture, labelling, transportation, importation, licensing, approval or certification of the Goods or the supply of the Services.
The Supplier will supply the Goods or Services to the Company for the Price. Subject to these Conditions, the Price will not be changed without the Company’s prior written approval.
In respect of the supply of Goods, unless otherwise expressly stated, the Price is on an F.I.S basis.
Invoices for Goods or Services supplied in accordance with the Contract must be sent to the Company’s Accounts Payable Department. 10. Each invoice for Goods or Services supplied under the Contract must constitute a GST tax invoice, identify the Order to which it relates and include all data and information reasonably requested by the Company so as to enable the Company to verify that the Goods or Services have been supplied in accordance with the Contract and that the invoice relates to the relevant the Order.
The Company is not liable to pay for Goods or Services unless it receives an invoice for the Goods or Services that complies with the requirements of these Conditions.
Unless otherwise agreed, amounts due by the Company for Goods or Services supplied in accordance with this Contract will be paid within 61 days from EOM of the date of the invoice of the Supplier that complies with these Conditions. However, the Company will be entitled to set- off any amounts payable by the Supplier to the Company against amounts due by the Company to the Supplier.
Unless otherwise agreed, the Price does not include GST. If the sale of Goods or Services by the Supplier to the Company constitutes a taxable supply, the Company must pay to the Supplier an additional amount equal to the GST subject to the Supplier providing a tax invoice.
The Supplier must deliver Goods to the nominated delivery site(s) by the delivery date(s), as described in the Order.
The Supplier must deliver and transport the Goods in accordance with all applicable laws including Transport Safety Laws. Without limitation, the Supplier must ensure that any transport provider used in relation to the delivery of Goods has all appropriate qualifications and certifications and complies with Transport Safety Laws.
Unless otherwise agreed, the Supplier is responsible for the payment of all costs associated with the supply and delivery of the Goods to the Company at the delivery site, including all costs associated with transport, insurances, licences, authorisations, duties and taxes.
Order numbers must be clearly shown on all delivery notices, shipping papers, containers and packing lists.
Without limiting other rights it may have, the Company is not bound to accept or pay for Goods or Services if, in the Company’s reasonable opinion, they do not comply with any requirement of the relevant Order or the Contract. The Company may, at its option, return those Goods at the Supplier’s expense or have the Services re-supplied by a third party at the Supplier’s expense.
Either party may terminate this Contract in any of the following circumstances:
to the extent permitted by law, the other party enters into bankruptcy, liquidation or a composition with its creditors, has a receiver or manager appointed over all or any part of its assets, enters into administration, becomes insolvent;
the other party is in material breach of its obligations under the Contract and does not remedy that breach within 20 business days after receiving notice from the other party (including noncompliance with and Order or Specifications); or
there have been repeated immaterial breaches of or non- compliance with Orders or Specifications.
Subject to clause 18, risk in the Goods passes to the Company on delivery of the Goods to the Company at the delivery site.
The parties agree that title in the Goods passes to the Company on delivery of the Goods at the delivery site.
The parties acknowledge that except as expressly set out in this Contract:
the Supplier retains all right, title and interest in the Supplier Intellectual Property; and
the Company retains all right, title and interest in and to the Company Intellectual Property.
The Supplier acknowledges that any Intellectual Property Rights in the Company Improvements are the property of the Company and the supplier assigns all such Intellectual Property Rights to the Company upon their creation.
The Supplier must take out and maintain a comprehensive:
Public and product liability policies of not less than AU$20 million per event; and
product recall insurance to cover the possible claims in relation to the Goods supplied under this agreement. The Supplier must provide to the Company, upon request, evidence of the currency of the insurance policies taken out and maintained by presenting the corresponding certificate of insurance.
The Supplier warrants that the Goods:
are fit for the purpose intended for goods of their nature;
are fit for the purpose for which the Goods were acquired by the Company, where that purpose was specified by the Company prior to ordering the particular Goods;
will match any description or sample of the Goods provided by the Supplier;
are of acceptable quality and free from any contamination or defects;
comply with the Specifications and any other quality standards specified in the Contract;
comply with all applicable laws, regulations and standards; (g) are supplied to theCompany free of any encumbrances and third party rights; and
do not infringe the Intellectual Property Rights of any third party.
Where any of the Goods supplied under the contract are subject to a manufacturer’s warranty, the Supplier must provide details of that warranty to the Company and ensure that the Company has the benefit of the warranty
In relation to the Services, the Supplier warrants that:
it has the necessary expertise, plant, equipment and facilities to provide the Services in accordance with the Contract;
all personnel engaged in the provision of the Services will be suitably qualified and experienced;
it holds all necessary licenses, authorisations and consents to perform and provide the Services;
the Services will be fit for the purpose for which the Services are required by the Company;
the Services will be performed with due care, diligence and skill and in a timely and professional manner;
it will provide the Services within a reasonable time, when no timeframe is specified; and
the Services comply with the Specifications.
The Supplier indemnifies the Company against any liability, loss, damage, costs (including legal costs on a solicitor and own client basis) or expense incurred by the Company as a result of or in connection with:
any breach of this Contract by the Supplier;
any fraud, willful default or negligent act or omission of the supplier or its personnel in connection with this agreement; or
the death or injury to any person or loss or damage to property arising from the performance by the Supplier of its obligations under this Contract.
Without limiting the generality of the indemnity in clause 28 or the right to terminate in Clause 19 the Supplier must, upon request from the Company, promptly and at its own cost:
replace any Goods that do not comply with the Specifications or any other requirements of the Contract, whether or not the Goods have been paid for by theC ompany; and
re-supply the Services or pay for the cost of re-supplying the Services at the Company’s direction if, in the Company’s reasonable opinion, the Services do not comply with the Contract, whether or not the Services have been paid for by the Company.
The indemnity in clause 28 will continue to apply after the termination or expiration of this Contract.
Each party must not, without the prior written consent of the other party:
disclose the Confidential Information of the other party to any other person; or
use the Confidential Information of the other party for any reason other than the furtherance of the business relationship between the parties.
Each party must, upon termination or expiration of the Contract, deliver to the other all copies of the Confidential Information of the other in the care or control of the first party.
The Supplier represents and warrants that it will comply (and ensure its Personnel comply) with Business Ethics Laws and Anti Bribery and Corruption Laws during the Term. When carrying out its obligations under this contract, the Supplier must comply with the SunRice Group Anti-Bribery and Corruption Policy Available online at the following address https://www.SunRice.com.au/corporate/policies-and-documentation/anti-bribery-corruption-policy/
The Supplier acknowledges that the Company has in place a sustainability code for suppliers (“SunRice Supplier Sustainability Code”) and that the Supplier has received a copy of this document. The Supplier agrees to:
use all reasonable endeavours to assist the Company in implementing the SunRice Supplier Sustainability Code;
provide all reasonable co-operation and assistance in relation to any sustainability audit or required program activity as part of the Ricegrowers Supplier Sustainability Program;
work in good faith to address and/or remediate any issues identified in relation to the Suppliers’ sustainability practices; and (d) communicate transparently any actual or potential non- compliances with the SunRice Supplier Sustainability Code that it becomes aware of.
This Contract is governed by and construed in accordance with the laws of the State of New South Wales, Australia. Each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New South Wales, Australia.
A waiver by a party of any provision or breach by the other party of this Contract cannot be construed as a waiver of any other provision or breach.
This Contract sets out the entire agreement between the Company and the Supplier in relation to the supply of Goods or Services. No variation to this Contract is valid unless it is set out in writing signed by the Company and the Supplier.
Any provision of this Contract that is illegal, void or unenforceable will be severed without affecting the other provisions.
The Company and the Supplier will not be in breach of the Contract or otherwise liable to the other party for any failure to perform or comply with any of its obligations under the Contract if that failure arises from a cause or circumstance beyond its reasonable control including acts of God, fire, floods, storms, pandemics, natural disasters, acts of war or terrorism, sabotage, acts of government or regulatory authority, strike or industrial disputes or court orders.
