TERMS AND CONDITIONS OF SUPPLY
Fonterra Ingredients LimitedFonterra Limited
1.

APPLICATION OF THESE TERMS

1.1

These terms and conditions of supply (“Terms”) apply to the supply of all products to the Purchaser (asdetailed in the product contract confirmation, and which includes any agent contractor or representative of
the Purchaser) by the relevant Fonterra New Zealand entity (“Fonterra”) listed above or such other
Fonterra entity noted in the contract confirmation.

2.

QUOTATIONS AND REQUESTS FOR SUPPLY

2.1

Fonterra may amend or withdraw price lists or quotations at any time. All price lists, quotations andproposals are subject to these Terms. Any price list, quotation or proposal given by Fonterra does notconstitute an offer (capable of acceptance) or an agreement by Fonterra to supply the products to thePurchaser. Any request for products by the Purchaser (“order”) is an offer to purchase the relevant
products subject to these Terms and Fonterra may accept or reject any such request. An order placed
electronically is binding on the Purchaser without confirmation from Fonterra being required.

3.

CONTRACT CONFIRMATION

3.1

An agreement for the sale of products on these Terms will be formed once Fonterra confirms (whether
verbally or in writing) its agreement to sell the Purchaser those products (“contract confirmation”), oron the delivery of the products to the Purchaser. These Terms apply to all deliveries of products pursuant
to a contract confirmation and associated agreed delivery schedule (“delivery schedule”) Fonterra isentitled to invoice the Purchaser for all of the relevant products in accordance with clause 8, irrespectiveof whether the Purchaser subsequently submits shipping/delivery requests, purchase orders or similar
requests in respect of those products.

3.2

Fonterra may from time to time enter into agreements with third parties under which those third parties(who may not be in New Zealand) will manufacture and/or supply part or all of the products referred toin a contract confirmation.

3.3

Changes or additions of an order are only binding on Fonterra if confirmed by a contract confirmation.
Fonterra may increase or decrease quantities of product agreed upon in the contract confirmation inconnection with (i) standard packaging, (ii) minimum quantities or (iii) damages during loading, andPurchaser must buy and pay the quantity as delivered.

4.

PRODUCT SHIPMENT

4.1

Fonterra will agree with the Purchaser as part of the delivery schedule a proposed Estimated Time of
Arrival (“ETA”) for products to arrive at the port designated by the Purchaser. Fonterra will use allreasonable endeavours to ensure that the Product is shipped ex-New Zealand so that the Productarrives with 20 days prior to, and up to 30 days after, the date specified as the ETA. Delivery times are
not guaranteed and the Purchaser agrees that delivery may occur within the period 20 days before and
30 days after the ETA specified in the delivery schedule. Where there is no agreed delivery schedule,
Fonterra will use reasonable endeavours to supply the products to the Purchaser at an even rate acrossthe delivery period envisaged by the contract confirmation. Any claims from the Purchaser for overduedeliveries apply only upon receipt by Fonterra of a notice of default.

4.2

If Fonterra is unable for any reason to supply any product referenced in the contract confirmation,
Fonterra may offer to supply the Purchaser with substitute product having specifications which are notmaterially lower than provided in the contract confirmation, or offer to supply an alternative product. If
the Purchaser does not agree to Fonterra supplying the Purchaser with a substitute or alternative
product Fonterra may cancel the relevant shipment without liability.

4.3

Delivery of Product shall be on the Incoterms (2020) basis specified in the contract confirmation. If no
Incoterm is set out in the contract confirmation, it shall be (at Fonterra’s election) the Incoterm held in
our customer information system for the Purchaser or CFR by default. Unless the Incoterms basis notedin the contract confirmation provides otherwise, the Purchaser shall be solely responsible, at its cost, formeeting all import and other regulatory costs and requirements relating to the products shipped to therelevant territories, and for any damage or loss occurring whilst the products are in transit. The
Purchaser shall also be responsible for ensuring the products meet all legal and regulatory requirementsin the country or territory in which the products are being shipped and/or used by the Purchaser.

4.4

The Purchaser must notify Fonterra in writing within 30 days of first having access to the product if there
is a shortfall in volume or the Purchaser shall be deemed to accept that the volume is correct. Fonterra
may round the quantity of products in a shipment up or down as necessary to ensure the Purchaser
receives full container loads of the relevant products (or other applicable load unit). The amount which
the Purchaser is required to pay for such products will be proportionately increased or decreased.

4.5

If the arrangements for the shipment and delivery of the products becomes commercially impractical in
Fonterra’s reasonable opinion, Fonterra shall discuss alternative arrangements with the Purchaser, suchas a commercially reasonable substitute location or using a commercially reasonable substitute methodof supply. If this is not agreed to by the Purchaser, Fonterra may cancel the relevant shipment without
liability.

4.6

If the Purchaser requests Fonterra to move an order out or bring it forward, or the Purchaser is otherwise
delayed in taking delivery of the product as agreed in the contract confirmation and/or delivery schedule,
Fonterra may recover from the Purchaser an administration fee, financial hedging costs/fees, productstorage, logistics and any related holding costs reasonably incurred by Fonterra if such costs directly
result from such change in delivery or delay. If the Purchaser is unable to take delivery of the productas agreed in the contract confirmation, Fonterra may cancel the applicable shipment and any
subsequent shipments without resulting liability. Fonterra may then resell the products to a third party,
and the Purchaser shall indemnify Fonterra for any loss or costs (including any product write-off costs,
but excluding indirect or consequential loss) for any storage, disposal, write-down, transport, logistics
and any other costs incurred by Fonterra.

5.

DEFECTS AND ACCEPTANCE

5.1

The Purchaser must notify Fonterra in writing within 30 days of delivery of the product if there is any
apparent physical damage or defect or a purported shortfall in volume of product so delivered. In
addition, the Purchaser must notify Fonterra in writing as soon as the Purchaser becomes aware of any
quality or latent defect issue in the products (including any products of the Purchaser which incorporate
any Fonterra products) that the Purchaser becomes aware of after the expiry of the 30 days delivery
notification period.

5.2

The Purchaser shall keep any claimed defective product stored separately from all other product and in
the state or condition in which they were supplied so that Fonterra has an opportunity to inspect them.
The Purchaser shall provide all assistance reasonably requested by Fonterra to assess the claim,
including providing access to its premises and any analysis or test results carried out by the Purchaser.
If Fonterra accepts that it is responsible, the Purchaser will, at Fonterra’s cost, either destroy the
products or make them available for collection by Fonterra (or its agent).

5.3

Except where contrary to legal requirements, the Purchaser shall notify Fonterra in advance of thePurchaser making any notification to any government agency arising from or relating to any product(defective or otherwise). Fonterra shall not be liable for any defect in, or damage to, products (includingthat relating to the inappropriate storage, use or care of the products) or their packaging to the extent
the Purchaser has done, or failed to do, anything that has caused or contributed to the claimed defector damage, or if the claim is outside the product warranty period. The Purchaser must not settle orcompromise a claim by a third party concerning such products without Fonterra’s prior written consent.

5.4

The Purchaser shall co-operate with, and provide all reasonable assistance to, Fonterra in relation to
any recalls or withdrawals from sale of Fonterra products (or any of the Purchaser’s products which
incorporate Fonterra products) for any reason, with the objective being to optimise the respective parties’
reputation and goodwill whilst ensuring public health and safety is maintained at all times.

6.

RISK AND TITLE

6.1

Risk in all products passes to the Purchaser on delivery (as per applicable Incoterms basis) even though
title may not. Title in all products remains with Fonterra until such time as full payment is made in cleared
funds for all amounts owing by the Purchaser for the products supplied. Until the Purchaser has paid

Fonterra in full, Fonterra may (provided we have good reason to do so) retake, sell or dispose of the Productsupplied and unpaid, which shall not affect any other rights Fonterra may have in connection with
Purchaser’s failure to perform.
6.2

Until payment has been received the Purchaser hereby grants to Fonterra a security interest in eachand every part of the products (including any of the Purchaser’s products incorporating the products
supplied by Fonterra) and any proceeds thereof, for any amounts owing by the Purchaser to Fonterra
from time to time.

7.

PRICE AND TAXES

7.1

Unless otherwise agreed in writing, the price for the products is as set out in the contract confirmation
and/or the shipment schedule. The price may include any additional amounts for any incidental services
as set out in the contract confirmation and/or shipment schedule (or any other customer-initiatedchanges to the contracted delivery schedule). The price per the contract confirmation may be increased
or decreased in case of changes in an order as per clause 3.3. of these Terms.

7.2

Unless the Incoterms basis expressly provides otherwise, the price shall exclude applicable sales taxes,
customs, excise, duties, levies, value added or goods and services related tax. The price shall be
increased to reflect any such costs being imposed on Fonterra and the Purchaser shall hold Fonterra
harmless in respect of any such costs.

8.

PAYMENT AND INVOICING

8.1

Fonterra will not ship any product unless payment arrangements have been agreed with the Purchaser,which may involve letter(s) of credit, documentary collection, bank guarantee or deposit. Any payments
made pursuant to any such arrangement shall be made net of any bank charges and must equate to
the amount invoiced for the applicable products. If no such arrangements are in place shipment will berolled to an agreed date and the Purchaser shall hold Fonterra harmless against any direct costs
incurred by Fonterra resulting from such delay.

8.2

Where Fonterra has agreed in writing that the Purchaser will pay for products based on the date of thebill of lading for those products, Fonterra must receive payment by that agreed date or it may refuse tocommence supply of any products. Where Fonterra has not extended credit to the Purchaser, Fonterra
will provide an invoice for the relevant price and fees applicable to each shipment. Any supply delays
and associated costs incurred due to a delay in any payment being received by Fonterra are thePurchaser’s responsibility.

8.3

Payment of all invoices must be received on the due date specified in the contract confirmation or, if nodue date is specified, within 15 days of invoice, in full without deduction, set-off or counterclaim. In theevent the Purchaser grants Fonterra a direct debit mandate, a term of 30 days to direct debit will apply.
If the Purchaser is required by law to make any deduction or withholding on account of tax from any
sum payable to Fonterra, then the sum so payable will be increased to ensure that, after the making ofsuch deduction or withholding, Fonterra receives a net sum equal to the sum that it would have received
and so retained had no such deduction or withholding been made.

8.4

The Purchaser must notify Fonterra within 7 days of receiving the invoice if the Purchaser believes thatthe invoice is not correct, including full details of the claimed error. The Purchaser must make paymentof the undisputed amount due on any disputed invoice on the due date. Once the dispute is resolved,
the Purchaser must pay the resolved amount due within 14 days. Where an invoice remains unpaid(whether in whole or in part) after the due date, and the Purchaser has not notified Fonterra of any
genuine and reasonable basis for non-payment, the parties agree that there is no discrepancy or error
with respect to the invoice.

8.5

If an invoice remains unpaid after the due date for payment Fonterra may:(a)charge default interest at the rate of 1.5% monthly (or, if less, the maximum amount permitted
by law), such interest to accrue daily and compound monthly from the due date until payment
has been received by Fonterra in cleared funds. Fonterra may also recover any collection
charges including legal expenses fairly and reasonably incurred by Fonterra in attempting torecover any overdue amount from the Purchaser with a minimum of 15% of the amounts
due. Payments by you will be applied first to interest and collection charges accrued andthen to the overdue amount;(b)

withhold or defer any future shipment pending payment without liability to Fonterra; and/or(c)use applicable remedies (other than arbitration referred to in clause 12.8) such as obtaining
judgment in the New Zealand courts that may be enforced against the Purchaser where thisis available in accordance with local jurisdiction.

8.6

All references to amounts of money are references to the currency set out in the relevant contract
confirmation or shipment schedule, or as otherwise agreed between the parties, and are payable in thatcurrency.

9.

DEFAULT9.1

If the Purchaser is in breach of these Terms, or defaults, or in Fonterra’s reasonable opinion, is likely todefault, in any payment due to Fonterra, or where a liquidator, receiver, controller, trustee or other
insolvency administrator is appointed, or any similar situation occurs in respect of the Purchaser or anyof its assets, Fonterra may:(a)withhold or cancel the relevant shipment and/or any subsequent shipment; and/or(b)

retain any deposit the Purchaser may have paid and/or draw on any relevant L/C, bankguarantee or standby L/C; and/or(c)reclaim and/or resell the products in the Purchaser’s possession or under its control and mayenter premises where Fonterra believes that the products are stored or held to do so, andrecover from the Purchaser all costs of doing so; and/or(d)cancel the applicable product supply contract,and all monies owing and outstanding by the Purchaser on any account whatsoever will become
immediately due and payable (without the requirement for notice from Fonterra). Fonterra will not beliable to the Purchaser for any losses it incurs as the result of exercising the above rights.
10.

WARRANTIES

10.1

Fonterra warrants only (to the exclusion of any implied warranties or guarantees) that each product at
the point of delivery meets the specifications (including as to residual shelf life) as set out in the Fonterra
selling specification for the product type described, as supplemented by the contract confirmation and/or
shipment schedule. To the maximum extent permitted by law, Fonterra makes no other representations
or warranties in respect of the products, including representations or warranties concerning fitness forpurpose, compliance with any laws, regulations or rules of any market in which the products are used,sold or otherwise dealt with, or appropriateness for the Purchaser’s needs of any product, and thePurchaser must assure itself of these matters.

10.2

Fonterra may from time to time provide advice, recommendations and statements with respect to the
products. However, Fonterra does not warrant or guarantee the accuracy or completeness of that
advice, recommendations or statements or the results obtained through the use of the products.
Fonterra expressly disclaims any liability for any damage to the Purchaser from reliance on such advice,recommendations or statements, which shall be at the Purchaser’s own risk having made its own
appropriate enquiries. Any sample, description or visual representation or details of product provided
to the Purchaser are representative only and the actual product supplied may differ.

10.3

If any product is sold to the Purchaser as stockfood, second quality or any similar classification thePurchaser acknowledges that the products are not fit for human consumption and are sold on the
representation from the Purchaser that the products will be exclusively used for the purpose of animal
feed.

11.

LIMITATION OF LIABILITY

11.1

Fonterra will not in any circumstances be liable for any claim in contract, tort (including negligence) or
equity, under statute or otherwise unless notice of the claim is given in writing to Fonterra within 30 daysof the Purchaser first becoming aware of a claim arising.

11.2

Notwithstanding any other provision of these Terms, and to the maximum extent permitted by law,
Fonterra will not be liable for any loss and/or damage to person or property, any loss of revenue,
profits, goodwill, business or anticipated business, anticipated savings, any business interruption, lossof data, or product recall costs, or for any indirect or consequential loss or damage, regardless ofwhether or not that loss or damage was, or ought to have been contemplated by Fonterra. Fonterra
will not be liable for any loss and/or damage alleged to arise from the supply of goods for any special
or particular purpose, and the parties by signing these Terms agree that no such purpose has been

11.3

11.4

communicated to Fonterra and is expressly disclaimed.
If the products are delayed in being shipped to the Purchaser due to circumstances within Fonterra’s
reasonable control, Fonterra’s maximum aggregate liability for any direct costs incurred by the
Purchaser as a direct result of such delay is limited to five percent (5%) of the invoice value of theshipment the subject of the delay. This is the Purchaser’s sole remedy in the event of delay.
If the products do not (i) comply with the agreed specifications or (ii) there is a total failure by Fonterra
to supply the products (in each case for reasons which Fonterra is responsible), Fonterra may, following
discussion with the Purchaser, refund all or part of the price of the products (to the extent payment has
been made), or replace or rework all (or the unrefunded) portion of the products. In addition to the thisrefund and/or replacement remedy (and subject at all times to clauses 11.1 and 11.2), where thePurchaser has incurred any direct costs or direct damages resulting from either (i) or (ii) above (in eachcase for reasons which, and to the extent, Fonterra is responsible), Fonterra’s maximum aggregate
liability is (to the maximum extent permitted by law) limited to twenty percent (20%) of the relevant
invoice value of the non-conforming products or the products failed to be delivered.
In respect of any other claim by the Purchaser against Fonterra, whether made in contract, tort (including
negligence) or equity, under statute or otherwise, that directly or indirectly arises out of or in connection
with any product supply governed by these Terms (in each case for reasons which, and to the extent,
Fonterra is responsible, and subject at all times to clauses 11.1 and 11.2), where the Purchaser has
incurred any direct costs or direct damages Fonterra’s maximum aggregate liability is (to the maximum
extent permitted by law) limited to twenty percent (20%) of the relevant invoice value of the products the
subject of the claim.

11.5

Any reworking of the products under clause 11.4 shall be effected at such place as Fonterra may
specify and Fonterra may require the Purchaser to arrange for the transport, at Fonterra’s cost, of any
such products to be reworked or made good.

11.6

Where the Purchaser contends that costs or damages arising from any third-party claim are Fonterra’s
liability (and as a precondition to Fonterra accepting any such liability), the Purchaser irrevocably grants
Fonterra the sole control of the defence and all related settlement negotiations and other proceedings,
and the Purchaser shall assist and co-operate with Fonterra as reasonably requested regarding any
third-party claim in relation to the products.

11.7

Subject to clause 11.8, the Purchaser shall indemnify Fonterra for any liability, costs, damages orclaims suffered by Fonterra and caused directly by the Purchaser’s handling, storage, use or sale of the
products, or by any negligent act or omission or breach of any law applicable to the handling, storage,
use or sale of the products (including as incorporated into another good or service) by the Purchaser.

11.8

The Purchaser will not be liable for any indirect or consequential loss or damage under thisAgreement.

12.

GENERAL

12.1

All notices under these Terms must be in writing and delivered by one party to the other at the addressthat the other specifies from time to time. Where any notice is required to be given by the Purchaser to
Fonterra under these Terms in respect of any damage, defect or shortfall in the contracted volume of
products, the Purchaser shall do so within the time period stated in these Terms or Fonterra shall not
be liable in respect of any claim or potential claim. The Purchaser shall provide full details of the alleged
problem with the products, and subsequently any other information reasonably requested by Fonterra.

12.2

The Purchaser agrees that any packaging accompanying the products which identifies the product as
being manufactured or supplied by Fonterra must be disposed of in a manner that prevents its re-use
or, if it is to be re-used, must be modified in appearance so that no reference or connection to Fonterra
can be made. Unless expressly otherwise agreed in writing, the Purchaser acknowledges and warrantsthat any products purchased under these Terms are purchased solely for its own use and that thePurchaser will not on-sell the products in any market.

12.3

Any confidential information or intellectual property provided by Fonterra in connection with the products,
including any price list, the contract confirmation and shipment schedule, remains at all times Fonterra’s
confidential and proprietary information and may be used by the Purchaser solely to complete therelevant shipment and for no other purpose and must otherwise be kept in strict confidence by the
Purchaser. The Purchaser agrees that damages are not an adequate remedy for any breach of thisclause and that Fonterra may seek an injunction or other interim relief to protect its rights. Fonterra willhold in confidence any information which the Purchaser identifies in writing to Fonterra as being
confidential.

12.4

All intellectual property which is owned by, or is proprietary to, or which is created as a result of or inconnection with the provision of the products, shall remain owned exclusively by Fonterra. The
Purchaser has no right or interest in or licence to use any of Fonterra’s intellectual property (including
trade marks) without Fonterra’s prior written consent.

12.5

The Purchaser shall not give or make any undertaking, assertion or representation in relation to the
Products without Fonterra’s prior approval in writing.

12.6

The United Nations Convention on Contracts for the International Sale of Goods does not apply to theseTerms or any transaction conducted in accordance with, or pursuant to, these Terms.

12.7

These Terms supersede and exclude all discussions, representations, terms and/or conditions of trade,
and all written or oral agreements, arrangements and understandings between Fonterra and thePurchaser, whether made during negotiations between Fonterra and the Purchase or at any subsequenttime. The Purchaser agrees that no proceedings may be brought against Fonterra for an order under
section 43 of the New Zealand Fair Trading Act in relation to sections 9, 12A, 13 or 14(1) of that Act.

12.8

These Terms are governed by the laws of New Zealand to the exclusion of the law of any other country
to the maximum extent permitted by law. Any dispute, difference or claim arising out of or in connection
with a product supply contract or these Terms, if not resolved by any informal dispute mechanism agreed
between the parties, will be referred to and finally resolved by arbitration in accordance with theSingapore International Arbitration Centre ("SIAC") Arbitration Rules in force at the time of the disputearising ("Rules"). The place of arbitration will be Singapore. The tribunal will consist of one arbitrator
appointed in accordance with the Rules. For the purpose of article 6 of the Rules, the appointing
authority will be the SIAC International Panel. The language of the arbitration will be English. Nothing
in this clause 12.8 will prevent either Party from applying for urgent interim relief from a court ofcompetent jurisdiction.

12.9

Any personal information collected by the Purchaser or Fonterra in connection with these Terms must
only be used or disclosed for the purposes of ensuring performance of these Terms and any future likearrangement. This may include disclosure within the parties’ respective organisations and to otherparties involved in performing these Terms. Fonterra and the Purchaser agree to comply with relevant
privacy laws in respect of any personal information collected in connection with these Terms, any
shipments and any future like arrangement.

12.10

Any notice given by a party, or failure by a party to insist on strict compliance with, or any delay inexercising a party’s rights under, these Terms is not a variation or waiver of any provision or of any rightavailable to that party.

12.11

The Purchaser may not assign or novate any or all of its rights or obligations under these Terms to athird party or purport to do so without Fonterra’s prior written consent (not to be unreasonably withheld
or delayed). Fonterra may assign or transfer the benefits and burdens of this agreement to any
affiliate of Fonterra at its discretion and without the Purchaser’s consent.

12.12

In addition to Fonterra’s rights under clause 4.5 of these Terms, and subject to Fonterra’s right to recover
costs under clause 4.6, neither Fonterra nor the Purchaser shall be liable for the failure to perform or
delay in the performance of its obligations pursuant to these Terms to the extent such failure or delay iscaused by or results from a Force Majeure Event. The party affected by the Force Majeure Event shallpromptly notify the other party using the fastest possible means of communication available to it under
the circumstances, describe the circumstances of the Force Majeure Event, and promptly notify theother Party when the Force Majeure Event (or its impact on such party) has been abated. In the eventa Force Majeure Event persists for more than 60 calendar days, the party not prevented to perform by
the Force Majeure Event may dissolve the relevant agreement as far as affected by the Force Majeure
Event, without being obliged to pay any compensation.
Force Majeure Event means an event or circumstance beyond the reasonable control of the affected
party, its suppliers or auxiliary persons, which hinders or prevents the performance of its obligations
under these Terms and which cannot be foreseen or if foreseeable is unavoidable, including without
limitation, a natural hazard outside human control, or other natural disaster, an act of government or any
sovereign or military, confiscation, nationalization, requisition, governmental sanction, embargo orsimilar action, any act of foreign enemies, hostilities, civil war, revolution or other act of war or terror,
civil unrest, invasion, a blockade, insurrection, riot, epidemic or pandemic (as defined by the World
Health Organisation), landslide, flood, drought, tsunami, earthquake or fire, public power outages, labour
strikes (strikes and other labour unrest that affect only one party and are not caused by a general ormass strike will not constitute an excusable delay), or the order of any court or government authority.

Where the Force Majeure Event stems from regional weather related conditions, Fonterra is not obliged
to transfer milk between regions and between processing plants where this interferes with scheduled
production or is not otherwise commercially viable for Fonterra to transfer such milk. Where overallmilk volumes have been impacted by a Force Majeure Event, Fonterra may allocate order volumes on
a pro rata basis as it determines in its sole discretion.
12.13

The parties agree to take reasonable steps to mitigate any loss or damage that party may suffer underthese Terms.

12.14

Clerical errors or omissions, whether in compilation or otherwise in any quotation, contract confirmation,
shipment schedule, request for supply, acknowledgement, invoice or other such documentation, aresubject to correction by Fonterra.

12.15

All variations to an agreement for the supply of products on these Terms must be agreed, set out inwriting and signed on behalf of both parties before they take effect. Fonterra may, from time to time,
implement changes to these Terms without notice, provided that such changes shall not apply to any
agreement for the supply of products entered into prior to the date of the change (unless Fonterra andthe Purchaser agree otherwise in writing).

August 2022