1

STANDARD TERMSTERMS AND CONDITIONS OF SALEFONTERRA BRANDS (NEWZEALAND) LIMITED
1. DEFINITIONS
1.1 In this document, comprising terms and conditionsof sale (Terms):
we, our or us means the Fonterra Brands (New
Zealand) Limited, and any related company, fromwhom you receive Products and/or Services and its
officers, employees, agents, contractors and advisers;
you or your means the purchaser or intending
purchaser of the Products and/or Services from us andincludes any agent, contractor or representative of you(including your storage service provider, any carriercommissioned by you or anyone who transports the
Products for you or on your behalf or processes or onsells or on-provides goods or services incorporating the
Products);

responsible for arranging collection, in either case as
we notify you on acceptance of your relevant order);(b) where the final destination of the Products is
outside New Zealand, to deliver Products (asevidenced by the risk transfer from us to you in the
Products occurring in accordance with the Incoterms
Basis); or(c) to have completed the supply or performance ofServices (as reasonably determined by us),in each case, on the Agreed Basis;
Incoterms 2020 means the international rules for theinterpretation of trade terms as published by theInternational Chamber of Commerce, Paris, France,
2019;

Agreed Basis means:(a) for Delivery in New Zealand, at our nominatedpoint of collection or delivery within New Zealand, as
appropriate, and assumes that:

Incoterms Basis means the basis for delivery in
Incoterms 2020 which is specified in the export
documents provided by us to you, or which isotherwise agreed between us;(i) you take Delivery of the volume of Product referred
to in your order;

Law means, other than in clauses 7 or 11, any law,by- law, legislation, rule, standard, regulation,
registration, code or relevant good industry practiceapplicable to goods and services equivalent to, orincorporating, the Products and/or Services in thecontext of the subject matter of these Terms;(ii) you are liable for and responsible to pay all taxes(including any sales, value added or like impositions),
levies, duties or fees in respect of each Delivery,
provided that GST will be payable as provided inthese Terms;(iii) we will provide a tax invoice for the relevant priceand fees applicable to each Delivery prior to, at orafter the time of that Delivery, which must accord with
Delivery documentation as set out in clause 3.3; and(iv) we may insure Products up to the time of Deliveryor the passing of title to you, but you must not assume
that we will take out any such insurance; andPPSA means the New Zealand Personal Property
Securities Act 1999;
Products means any goods or products supplied byus to you (in accordance with our specification forsuch goods or products at the time of its manufacture
or processing) in response to your order;(b) for Delivery outside New Zealand, the Incoterms
Basis applies.

related company means a "related company" as that
expression is defined in the New Zealand Companies
Act 1993 (read as if the word "company" for the
purposes of that definition includes any body
corporate, wherever incorporated or established);

associate has the same meaning as the definition of"Associated Person" in the New Zealand Securities Act
1978;

Services means any services supplied or deemed tobe supplied by us incidental to the Products and/or
under these Terms;

Deliver means:

Supply, tax invoice and taxable supply have thesame meaning as in the New Zealand Goods andServices Tax Act 1985 (GST Act), GST means goods
and services tax chargeable under the GST Act,
Sales Tax means any tax or levy of a sales, value
added or goods and service nature applicable to thesale and/or supply of any Product or Service from time
to time(a) where the final destination of the Products is within
New Zealand, to deliver Products (as evidenced by
Products being available to be unloaded from transport
at our intended destination where we are responsible
for arranging delivery, or available for loading ontotransport at our nominated despatch point where youare
16 August 2022

2
under any law applicable thereto in accordance withthese Terms and includes, if applicable, stamp duty onthese Terms or any transaction contemplated by them(but excludes any GST) and Duty means any tax,
impost, charge or levy of an export, customs, excise,
import or similar nature applicable to the exportation,
importation, transportation, sale, use or ownership of
any Product and/or Service performance from time totime under any law applicable thereto; andProducts or Services referred to therein. We canamend or withdraw price lists or quotations at any time.
All price lists and quotations are subject to these Terms.
If you wish to purchase Products and/or Services
referred to in a price list or quotation, you must make anorder within the specific period stated in the price list or
quotation. If the price list or quotation is given without
specifying a period within which you are to make anorder, then:

The terms “after-acquired property”, “proceeds”,“purchase money security interest”, “rights” and“security interest”, when used in clauses 4 and 6.10,
have the respective meanings given to them under, orin the context of, the PPSA.

(a) in the case of a price list, the price list is
automatically superseded when we send a new pricelist to you; and1.2 These Terms apply to the provision or supply of all
Products and/or Services by us to you under any ordermade by you which is accepted by us. They supersedeand exclude all prior or subsequent discussions,representations, terms and/or conditions of trade, allprior written or oral agreements and understandings
between us and you and any other terms andconditions which you seek to extend to the supply of
Products and/or Services by us to you, whether by way
of incorporation into your order or otherwise.
1.3 We can amend these Terms at any time by notice toyou and the amended Terms apply in respect of allorders placed by you after you receive that notice. We
can also terminate any and all rights (whether express
or implied) that you may have or believe that you haveto place further orders under these Terms withoutcause on five days' notice to you, or such lesser period
as these Terms otherwise provide.
1.4 If there is a written agreement between you and us
that expressly refers to, or incorporates, these Terms(including a supply agreement or credit terms), andthere is any express inconsistency between thatagreement and these Terms, the terms of thatagreement apply to the extent of that inconsistency.
1.5 If any related company or associate of us, either
within or outside New Zealand, is involved in the sale
and/or Delivery of Products to and/or the performanceof Services for you, their acts are deemed to be ours,
they benefit from these Terms in accordance with theContract and Commercial Law Act 2017, and we areentitled to enforce these Terms on behalf of such
persons. We are not obliged to tell you about any
involvement by them. We also hold these Terms ontrust for our officers, employees, agents, contractors
and advisers.
1.6 If we supply goods or products and/or perform
services (not being Products or Services) to you or foryour benefit and no written agreement or terms andconditions apply expressly to that supply or
performance, then the goods or products are deemed tobe Products and the services are deemed to be
Services and all are bound by these Terms.
2. QUOTATIONS, DESCRIPTIONS AND PURCHASEORDERS
2.1 No price list or quotation given by us constitutes anagreement to supply or provide (or to Deliver) the
16 August 2022(b) in the case of a quotation, the quotation lapses 48
hours after we send the quotation to you, without theneed for us to inform you of that.
2.2 All descriptive specifications, illustrations, data, anddimensions furnished by us or otherwise contained in
catalogues or other advertising material areapproximate only and are intended to be merely ageneral description of the Products and/or Services andare not incorporated within any agreement with you
under these Terms and do not form part of thedescription of the Products sold or Services provided
under this or any other agreement with you unlessotherwise agreed to in writing by us. They may
represent New Zealand or Australian presentation
and/or packaging, or the presentation or packaging of athird party.
2.3 We may from time to time provide advice,recommendations and statements with respect to the
Products and/or Services (which may be given from a
New Zealand or Australian perspective). However, we
do not warrant or guarantee the accuracy orcompleteness of that advice, those recommendations orstatements or the results obtained through the use of
the Products or application of the Services. We
expressly disclaim any liability for any damage to you
from reliance on such advice, recommendations orstatements. Such advice, recommendations andstatements are relied on by you at your own risk andyou should make other appropriate enquiries having
regard to your circumstances.
2.4 Any sample, description or visual representation ordetails of a good or product provided by us to you(including with a quotation or through any catalogue weissue) are representative only and the actual Product
Delivered may differ in appearance or dimensions
provided such are not materially adverse to you, asreasonably determined by us. They may represent New
Zealand or Australian presentation and/or packaging, or
the presentation or packaging of a third party.
2.5 Your orders must be in writing with a full descriptionof your requests for the Products or Services (or both),the requested date and requested location and methodof Delivery and must set out a unique order number thatis acceptable to us. Where there is no nomination of alocation and method of Delivery, we will advise you of
the Delivery location and method (consistent with theAgreed Basis) that will apply in response to your orderand that will be binding on you. Where there is norequested date or period for Delivery, then we will

3
Deliver within three months of the date we accepted
your order (exclusive of the time taken to transport to
the Delivery location).
2.6 Each order by you is an offer to purchase Products
and/or Services from us subject to these Terms. No
order is binding on us unless and until we accept thatorder in writing or, in the absence of written acceptanceby us, on Delivery of the relevant Products or
performance of the relevant Services. We need not
accept any order. These Terms are not an express or
implied offer by us to supply any good or service to you.
2.7 Once received by us, your order cannot becancelled without our written consent (even if wehaven't accepted the order yet), and we may charge areasonable administration fee and/or impose otherreasonable obligations on you as a condition of giving
our consent.
2.8 We may accept your order in whole or in part andwill advise where, how and when we intend that
Delivery to occur (in each case having regard to any
requests set out in your order) and the applicable price.
3. DELIVERY
3.1 We will make all reasonable efforts to Deliver all
Products or Services to you as advised under clause
2.5 and in one load (or the minimum number of loads
required to fulfil that Delivery). Dates or periods
specified for Delivery are not of the essence. If Delivery
as advised under clause 2.5 becomes commerciallyimpractical for us (in our reasonable opinion) then we
may Deliver the Products to a commercially reasonable
substitute Delivery location or using a commerciallyreasonable substitute method of Delivery selected by us
and notified to you. In no circumstances do we Deliver
on a consignment or similar basis. We will not be liable
for any loss or damage (including not being liable forconsequential, special, punitive, incidental, indirect or
economic loss or damage or loss of profits oropportunity) arising or resulting (directly or indirectly)
from:(a) a delay in Delivery where such delay is within ourcontrol and does not exceed 10 days (exclusive of thetime taken to transport to the Delivery location) or suchother period as we expressly agree in writing with you;(b) part or multiple Deliveries; or(c) a delay in Delivery, or failure to Deliver (or change inlocation or method of Delivery), due to circumstances
beyond our control (including where you have failed togive us adequate Delivery instructions).
In the event that we are unable to Deliver Products toyou due to circumstances beyond our control, we may:(d) allocate the available Products amongst you andany of our other customers as we see fit; or(e) cancel your order or any part thereof, even though
we may have already accepted it, without resulting
liability.

16 August 2022

3.2 If you are unable to accept Delivery as, how, andwhere scheduled or arranged by us for any reason(including where you decline to accept all or any part of
the Delivery or delay in doing so), we have complete
discretion to resell or resupply the Products and/or
Services to a third party and you will be liable for any
loss incurred by us on that resale or resupply, as well
as all storage, Delivery and other logistics costs andany other costs incurred by us in doing so. We may
also charge you an additional business administration
fee per order affected and an additional warehouseadministration fee per full (or part) container load (theamount of which will be reasonably determined by us).
For the avoidance of doubt, if any of the Products
perish, become damaged or tainted, or are otherwise
unsaleable (Damaged) as a direct or indirect result of
you being unable to accept Delivery, you indemnify us
for all costs and expenses incurred by us in connection
with the Damaged Products (including arranging fortransport and/or disposal). Products for the purposes ofthis clause 3.2 include any of your other property which
we have consolidated with, or delivered in conjunction
with, the relevant Delivery at your request.
3.3 You must check all Delivery volumes against thedelivery documentation and:(a) where credit terms apply, if you do not notify us ofany discrepancy within 14 days and lodge a claim withus within 30 days:(i) of Delivery, in the case of Delivery within New
Zealand; or(ii) of being entitled to access the Products, in thecase of Delivery outside New Zealand,
we are entitled to rely on that documentation in issuing
any subsequent tax invoice; and(b) where 'cash on delivery' applies, you are deemed toaccept that volume is correct.
3.4 You must also inspect all Products Delivered and:(a) notify us immediately upon being entitled to accessthe Products (whether you do inspect them or not) of
any claimed defects in the Products or their packaging
or storage which is, or ought reasonably to have been,
apparent on Delivery, or any other dispute in relation to
the Products, and lodge a claim with us within 30 daysof such notice; and(b) notify us as soon as you become aware of any
claimed defects in the Products or their packaging or
storage which becomes, or ought reasonably to havebecome, apparent at any time after Delivery but prior to
the expiry date of the Products, or any other dispute inrelation to the Products, and lodge a claim with us
within 30 days.
In order to make a claim pursuant to this clause, youmust show that the Products have been properly stored
by you at the appropriate core storage temperature andthat you have not done anything that could haveotherwise caused or contributed to the claimed defect.

4
3.5 If you do not notify us of any dispute or defect within
the relevant period set out in clauses 3.3 and 3.4, as
appropriate, those Products are deemed to have been
Delivered by us and accepted by you in compliancewith these Terms.
3.6 If we Deliver Products to you which you have notordered, you will:(a) hold those Products for us as bailee;(b) store those Products appropriately and safely, andensure those Products are kept at the appropriate corestorage temperature (and, if necessary, seek
instructions from us as to the appropriate storage
requirements and core storage temperature for the
relevant Products); and(c) return those Products to us or otherwise dispose ofor deal with those Products,
in accordance with our instructions and at our cost.
3.7 Unless otherwise directed by us in writing, any
pallet, drum, container, bin or crate or other receptacle(Receptacle) used by us to facilitate Delivery within
New Zealand is not sold to you and does not become
your property and must either be returned to us at yourcost or, if lost, damaged or not returned within 30 days,
replaced by you. If not, you indemnify us for all of ourresulting costs including charges or compensation weare required to pay to a third party in respect of the use,hire or replacement of the Receptacle. You must keep
all such Receptacles secure and in good condition in amanner consistent with food and health requirements
relevant to the Products until the Receptacles are
returned to, or collected (at your cost) by or on behalfof, us. Any Receptacle used by us to facilitate Delivery
outside of New Zealand becomes your property anddoes not need to be returned to us.
3.8 Where the Products are to be Delivered by part or
multiple shipments, any failure by us to Deliver any one
or more of the shipments or any claim by you in respectof any one or more shipments will not affect our rights in
respect of any Products already Delivered or thatremain to be Delivered.
4. RISK AND TITLE
4.1 Unless otherwise agreed by us in writing, risk in all
Products and Services passes to you on Delivery eventhough title may not. You are solely responsible for the
storage, insurance and application or on-sale ofProducts at and after Delivery.
4.2 Title in all Products remains with us until such time
as full payment is made in clear funds for all amounts
owing by you to us for all Products and Services
Delivered by us from time to time (even if you
incorporate the Products with other items), except that
title to any Products referred to in clause 7.9 remains
with us until such time as title in those Products has
passed to us, if later.
4.3 You grant a security interest to us in each and every
part of the Products as security for payment for that partand of each other part or parts of the Products and for
16 August 2022

any other amounts owing by you to us from time totime, and for the performance by you of all your otherobligations to us from time to time (your indebtedness
and obligations). For the purpose of section 36(1)(b)of the PPSA, and to ensure maximum benefit andprotection for us by virtue of section 36(1)(b)(iii) of the
PPSA, you confirm and agree that you intend to and do
grant us, as security for your indebtedness andobligations, a security interest in all of your present andafter-acquired property except only for any suchproperty which is or comprises items or kinds of
personal property (excepted property):(a) in or to which you have rights; and(b) which has not been supplied by us to you,other than any excepted property which is or comprises
proceeds of any of that present and after-acquired
property which has been supplied by us to you.
4.4 We may allocate amounts received from you in any
manner we determine, including in any manner required
to preserve any purchase money security interest we
have in any Products.
4.5 You must reimburse us for all costs and/or
expenses incurred or payable by us in relation toregistering, maintaining or releasing any financing
statement in respect of any security interest underthese Terms.
4.6 You waive the right to receive a copy of theverification statement confirming registration of afinancing statement or financing change statement
relating to the security interest.
4.7 You agree that nothing in section 134 of the PPSA
shall apply to these Terms, or the security under theseTerms, and waive your rights under sections 121, 125,
129 and 131 of the PPSA.
4.8 At any time after a default occurs under theseTerms, we may (whether or not we have exercised anyother right) appoint any person to be a receiver of all or
any of the Products. In addition to, and without limiting
or affecting, any other powers and authorities conferred
on a receiver (whether under the Receiverships Act
1993 or at law or otherwise), a receiver has the power
to do all things in relation to the Goods as if the receiver
has absolute ownership of the Products.
4.9 You acknowledge that until full payment for all
Products and Services Delivered (together with any
interest under these Terms) is made, you:(a) subject to clause 4.2, must keep the Products stored
separately from all other goods and keep the Products
insured for replacement cost and identified (in a waythat is obvious to others) as our property; and(b) must not pledge or in any way charge or encumber
the Products by way of security for the indebtedness of
you or any other person, other than pursuant to clause
4.3.

5
You must hold any such insurance proceeds on trust forus.
4.10 Until such time as title in the Products passes toyou, we are entitled to require you at any time (provided
we have good reason) to deliver up the Products to us(or as we direct) and if you fail immediately to do so, we
may enter any premises under the control of you or youragent where the Products are stored and repossessthem. You must at all times ensure that all third party
storage premises used to store your Products allow us
to do this, even if they are not your agent.
4.11 Clauses 4.9 and 4.10 do not apply to the extent
that you incorporate Products into other goods orservices that are sold or on-sell the Products in an
arm's length transaction (during the ordinary course ofyour business) to a bona fide third party that is not in
any way related to, or subject to similar control to, you
and, if sold, are sold for market value. However, any
proceeds from, or asset comprising an amount payable
to you by, that third party in respect of that sale or onsale are held by you as a fiduciary and on trust for us to
the extent their value does not exceed the amount you
owe us under these Terms.
5. PRICE AND TAXES
5.1 Without limiting clause 3.1, unless we have agreed
in writing with you a fixed price or fee (or basis fordetermining such) before or when we accept your order(if we do so), our list prices and fees (at the time of
Delivery) apply and all such prices and fees chargeable
by us are subject to alteration without notice prior to, or
after, we accept your order (unless we state otherwise
in our acceptance) or where Delivery is delayed by you.
All sales and supplies are on the Agreed Basis andsubject to clause 4. Unless otherwise specified, prices
shown in price lists and catalogues apply to unpacked
goods.
5.2 Unless otherwise specified by us or included within
the Agreed Basis, any reference to an amount payable
or consideration to be provided in respect of a Delivery
to be made by us that is governed by or otherwise
connected with these Terms is a reference to thatamount or consideration excluding applicable GST,
Sales Tax and Duty.
5.3 The amount to be paid or other consideration to beprovided to us for any supply we make that is governedby or otherwise connected with these Terms must be
increased by an amount equal to any GST, Sales Tax
and Duty that we are or will become liable to pay inrespect of that supply so that we retain after payment of
GST, Sales Tax and Duty the amount which we would
have been entitled to receive but for our obligations to
pay GST, Sales Tax and Duty.
5.4 The GST, Sales Tax and Duty will be due andpayable by you on the date the payment in relation towhich the GST, Sales Tax and Duty is levied is due andpayable under these Terms.
6. INVOICING, PAYMENT AND DEFAULT

16 August 2022

If we have extended credit to you, the provisions of thisclause 6 will not apply to you to the extent that theterms of any such credit are in writing, explicitly specify
that this clause does not apply and set out the basis forpayment (in which case payment of our invoices must
be made in accordance with the terms of that credit,
whilst it continues to be available to you). In all othercases, this clause 6 will apply to you.
6.1 Where payment for Products is to be:(a) by letter(s) of credit (L/C), you must arrange for the
L/C to be issued in favour of us in a form, content andfrom an issuing bank that are all acceptable to us in ourabsolute discretion;(b) by documentary collection, documents will betendered against payment (D/P) subject to the ICC
Uniform Rules for Collections which are in force fromtime to time; and(c) supported by a bank guarantee or standby L/C, youmust provide a first demand bank guarantee or standby
L/C in a form, content and from an issuing bank that are
all acceptable to us in our absolute discretion.
A deposit may also be required by us.
6.2 Unless we otherwise specify in writing, we mustreceive any advance payment, L/C, bank guarantee,
standby L/C or deposit before we will commence
processing your order. Notwithstanding the previous
sentence, where we have agreed in writing that you will
pay for Products based on the bill of lading date forthose Products, we must receive payment within 7 daysof that date. We may, without prejudice to our otherrights, refuse to make Delivery of any Products unless
you have duly complied with the relevant requirement.
6.3 Where we have not extended credit to you in
writing, we will provide an invoice in accordance with
the Agreed Basis for the relevant price and fees
applicable to each Delivery.
6.4 Payment of all invoices must be made on receipt infull without deduction, set-off or counterclaim. You
must give us written notice within 14 days of receiving
our invoice if you believe that the invoice is not correct.
Your notice must include full details of the error(s)claimed by you. If you have not given us valid notice ofthe error(s) within 14 days of receiving our invoice, youmust treat our invoice as correct. If an invoice isdisputed and that dispute cannot be immediately
resolved, we can withhold or defer any future Delivery
pending resolution or part-Deliver having regard to theundisputed component. You must make payment of theundisputed amount due on any disputed invoice on thedue date. Once the dispute is resolved, you must pay
to us within three working days the resolved amountdue. Time is of the essence in respect of your payment
obligations to us.
6.5 If:(a) you default in any payment due to us (including
under these Terms) or we conclude that you are likely
to, including where you are unable, or state that you areunable, to pay your debts as and when they fall due or6where a receiver, receiver and manager, controller,
trustee or other insolvency administrator is appointed in
respect of you or any (or all) of your assets, or ascheme of arrangement is proposed or approved in
respect of you or a mortgagee enters into possession of
any of your assets or any similar situation occurs; or(b) you are otherwise in breach of these Terms, theterms and conditions of any credit we extend to you(including where you exceed your credit limit with us) or
any other agreement between you and us,then:(c) we may, at our option:(i) withhold the relevant Delivery together with any
further proposed deliveries and/or cancel any
accepted order without notice to you and without
prejudice to any other action or remedy which wehave or might otherwise have had;(ii) retain any deposit you may have paid (which shallbe forfeited by you) and/or draw any relevant L/C,
bank guarantee or standby L/C;(iii) reclaim the Products in your possession or under
your control and may enter premises where webelieve that Products are stored or held to do so, andrecover from you all costs of doing so; and/or(iv) by notice to you, with immediate effect, terminate
any and all rights (whether express or implied) thatyou may have or believe that you have to placefurther orders under these Terms; and(d) all monies owing and outstanding by you to us on
any account whatsoever will become immediately due
and payable (without the requirement for notice fromus) and you must pay for any subsequent Deliveries at
Delivery.

6.9 If for any reason we do not obtain payment in full
(whether under L/C or D/P or otherwise) you remain
liable to pay us the contract price and all related
charges (including our costs of recovering any amountdue).
6.10 In addition to our rights in clause 4, you hereby
grant us a purchase money security interest in all
Products (and any proceeds thereof) and to protect our
security interest you agree to allow us to register orotherwise perfect our security interest as permitted bylaw in any relevant jurisdiction. On our request, youmust promptly give us all assistance and information(including signing any documents) as we request to
enable us to register or otherwise perfect our security
interest.
6.11 We may, at any time, review any grant of credit to
you and suspend or cancel such credit or require you togive whatever security we consider appropriate, in oursole discretion, and we may suspend any Delivery untilthat security is provided.
6.12 Any shipping delays and associated costs incurred
due to a delay in the payment being received by us are
your responsibility.
6.13 If you owe us money for any reason and we owe
you money in connection with these Terms, we may set
off the amount you owe us against the amount that we
owe you and pay you the resulting net amount.
7. OUR WARRANTIES AND LIMITATION OF OUR
LIABILITY
7.1 Notwithstanding any provision to the contrary inthese Terms, these Terms do not exclude or limit theapplication of any law in New Zealand or any country
where such laws apply to the subject matter of theseTerms with respect to any Products and/or Services
where to do so would:

We will not be liable to you for any losses you incur as
the result of our exercising any of our rights under thisclause.

(a) contravene that law; or

6.6 If we believe that we have rights under clause 6.5,
you must promptly and reasonably respond to any
enquiry from us to clarify this.

7.2 Subject to clause 7.1, we:

6.7 If an invoice remains unpaid after the due date forpayment we may: (a) charge penalty interest at the rateof 1.5% monthly (or, if less, the maximum amountpermitted by law), such interest to accrue daily andcompound monthly from the due date until payment has
been received by us in cleared funds. We may also
recover any collection charges including legal expenses
incurred by us in attempting to recover any overdue
amount from you with a minimum of 15% of theamounts due. Payments by you will be applied first tointerest and collection charges accrued and then to theoverdue amount.
6.8 Without limiting clause 6.5(c)(iii), any collection
charges, legal expenses (calculated on a full indemnity
basis) and commissions or any other expenses incurredby us in attempting to recover from you any payment
due to us is payable by you to us on demand by us.
16 August 2022(b) cause any part of clause 7 to be void.

(a) make no representations or warranties concerning
fitness for purpose or appropriateness for your needs of
any Product or Service, and you must assure yourselfof these matters having regard to your circumstances;(b) exclude all conditions and warranties implied into
these Terms or any of your orders; and(c) are not and will not be liable for any claim by you
under these Terms unless notice is given in writing to
us within two days of Delivery of the relevant Products
and/or Services, or within any other period prescribed inthese Terms.
7.3 Our liability for breach of any express provision ofthese Terms, any negligence by us (or anyone on
behalf of us) in supplying Products and/or performing
Services or breach of any law that is preserved by7clause 7.1 is limited, at our option, to one of thefollowing, as specified by us:(a) refunding the price of the Products or Services (oroffering credit where payment has not then beenmade); or(b) replacing or reworking Products or reperforming
Services, or paying for someone else to do so.
Any reworking of the Products shall be effected at suchplace as we may specify. You shall be responsible fortransporting to us any Products to be reworked or madegood.
7.4 You acknowledge and agree that the burden of
proof in respect of alleged defects in Products orServices (or their Delivery) rests with you.
7.5 You must co-operate with us in relation to any
recalls or withdrawals from sale of Products for any
reason (including, at our cost, if we Deliver a defective
Product and/or Service). You and we must co-operate
in respect of the initiation and conduct of any recall withthe objective being to optimise your and our reputationand goodwill whilst ensuring public health and safety is
maintained at all times.
7.6 In the case of any defects that were not reasonably
obvious at the time of delivery, you undertake to inform
us promptly if you believe that any Product is defective
due to conduct for which we are responsible and indoing so must set out as much information as you haveconcerning the basis for your belief. You must keep therelevant Products stored separately from all others andin the state or condition in which they were Delivered toyou until we have an opportunity to inspect them. In
respect of any claim or defect under these Terms, youmust provide all assistance that we reasonably request
to determine whether your belief is correct and, if we
accept that we are responsible for defective Products(including Services) or claim, then you must destroy the
Products or deliver them up to (or as directed by) us on
our request. Clause 7.3 then applies in respect of the
Products.
7.7 You agree that we are not liable for any defect in ordamage to Products:(a) if you do not advise us of such within the time
periods provided in these Terms, including in yournotice full details of the Products, the alleged defect ordamage and all documents associated with your orderand Delivery;(b) if you settle or compromise a claim by a third party
concerning such without our involvement and priorwritten consent;(c) subject to the Agreed Basis, whilst in transit with athird party (whether or not a common carrier) even if wearranged for that third party to transport the Products
and Delivery has not occurred;(d) if you do not reasonably assist us with our enquiries
concerning your claim;(e) if the Products have not been stored, cared for orused in a proper manner; or
16 August 2022(f) which are referred to in clause 7.9.
7.8 To the maximum extent permitted by law:(a) our maximum aggregate liability for all claims
howsoever arising in relation to supply of Products
and/or performance of Services is limited to the price
you have paid for the Products and/or Services to which
the claim relates, or direct damages that you actually
incur or suffer, whichever is less; and(b) your sole remedies for any breach of these Terms orloss or damage arising from the subject matter of theseTerms are expressly set out in these Terms.
7.9 If any Products Delivered under these Terms havebeen supplied to us by other manufacturers, you shallbe entitled to such benefits as we may receive under
any warranties given to us by that manufacturer to theextent that we are able to pass these on to you.
Notwithstanding any other provision of these Terms, wewill not otherwise have any liability to you in respect ofsuch Products.
7.10 You agree as follows:(a) nothing in these Terms is intended to have the effectof contracting out of the provisions of the Consumer
Guarantees Act 1993 (CGA) except to the extent
permitted by the CGA, and all provisions of theseTerms shall be read as modified to the extent
necessary to give effect to that intention.
(b) You shall not, in relation to the supply by you of the
Products, give or make any undertaking, assertion or
representation in relation to the Products without ourprior approval in writing.
(c) You shall, in relation to any supply of the Products
by you, contract out of the provisions of the CGA to theextent that you are entitled to do so under the CGA.
(d) If you add any labels or stickers to the Products, orotherwise modify or alter the presentation or packagingof any Products, you do so at your own risk.
8. INDEMNITY
8.1 Subject to clause 8.2, you indemnify us and must
keep us indemnified against all claims, suits, actions,demands, loss, liability, costs, expenses (including legal
expenses on a full indemnity basis and any debt
recovery agency fees), judgments and awards madeagainst us or incurred by us to the extent that suchliability or loss is caused by a breach of these Terms or
your order, any negligent act or omission or breach of
any law applicable to the handling, storage, use or saleof the Products (including as incorporated into anothergood or service), or any act specified in clause 7.10(d),by you or any of your officers, employees, agents orcontractors.
8.2 In no circumstance will either party be held liable forany loss or damage to person or property, or forconsequential, special, punitive, incidental, indirect or
economic loss or damage or indirect loss of profits oropportunity arising out of or in connection with theseTerms on any account whatsoever, and whether by wayof damages or indemnity or in respect of breach of

8contract, tort (including negligence) or defect inmanufacture/processing, design or information andregardless of whether such party has advised the otherof the possibility of such losses or damages.
8.3 The indemnity in clause 8.1 is a continuing
indemnity and is in addition to any statutory rights orremedies we may have or exercise against you.
9. NO ON-SALE OR RE-EXPORT
9.1 Unless we otherwise expressly agree in writing, you
acknowledge and warrant that any Products youpurchase under these Terms are purchased solely foryour own use or for on-sale in the country to whichthose Products were originally proposed to be exported(as set out in your order or our confirmation of such) orin which we Deliver the Products to you.
10. GENERAL
10.1 Nothing in these Terms gives you any right, title orinterest in or to any of our assets or rights other than
the Products and Services (excluding any intellectual
property rights in or relating to them and their packaging
and storage, together with any associated goodwill),and then only in accordance with these Terms.
10.2 Any confidential information or intellectual property
provided by us in connection with the Products and/or
Services, including these Terms, remains at all times
our confidential and proprietary information and may be
used by you solely to complete the relevant order andfor no other purpose and must otherwise be kept instrict confidence by you. Any confidential information
provided must immediately be returned to us on ourrequest (which may be made at any time).
10.3 All intellectual property which is owned by, or isproprietary to, us at the date of these Terms shallremain owned exclusively by us. Any new intellectual
property which is created as a result of, or in connection
with, the provision of the Services, or otherwise inconnection with these Terms, shall be owned by us.
Nothing in these Terms confers on you any right orinterest in, or licence to use, or permit to be used, anyof our intellectual property.
10.4 Without limiting clause 10.3, you must not:(a) repackage Products using our intellectual property(including trade marks) or packaging;(b) modify or in any way alter, deface or cover up all or
any part of our intellectual property (including trade
marks) or any part of the appearance or get-up of
packaging or storage in respect of the Products; or(c) use any other intellectual property (including trade
marks) in connection with, or in association with, ourintellectual property (including trade marks),
without our prior written consent.
10.5 You must ensure that you and your officers,
employees, agents, contractors and advisers do notdisclose any information provided by us to you unless:(a) the information is in the public domain (other than
16 August 2022

by reason of breach of any confidentiality obligation
owed to us by anyone); or(b) the disclosure (including its form and context) is first
approved by us in writing.
10.6 These Terms and your order, and any dispute
which arises under, out of or in connection with theseTerms or your order, their negotiation or their subject
matter are governed by the law of New Zealand andyou and we both irrevocably and unconditionally submit
to the non-exclusive jurisdiction of the New Zealandcourts. If a party believes that there is a dispute inrespect of these Terms, it will first notify the other party
in writing giving details of the dispute. The dispute willthen be promptly referred to a senior representative ofeach party for resolution. If such senior representatives
do not resolve the dispute within 10 working days, either
party may pursue its legal remedies, provided that a
party will consider any alternative dispute resolution
process proposed by the other party prior to pursuingsuch legal remedies. Nothing in this clause 10.6 will
prevent either Party from applying for urgent interim
relief from a court of competent jurisdiction.
10.7 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.
10.8 Any personal information collected by you or us inconnection with these Terms must only be used ordisclosed for the purposes of ensuring performance of
these Terms or your orders and any future like
agreements or arrangements. This may include
disclosure within your or our organisations and to otherparties involved in performing these Terms or future like
agreements or arrangements. You and we agree tocomply with relevant privacy laws in respect of any
personal information collected in connection with theseTerms, any orders and any future like agreements or
arrangements.
10.9 In these Terms, another grammatical form of adefined word or expression has a corresponding
meaning.
10.10 With respect to Products the final destination ofwhich is in New Zealand, unless otherwise agreed inwriting, all references to amounts of money arereferences to amounts in New Zealand currency and arepayable in that currency. With respect to Products the
final destination of which is outside New Zealand, allreferences to amounts of money are references to thecurrency set out in the relevant price list or quotation
provided to you in respect of those Products, or asotherwise agreed between us, and are payable in thatcurrency. If for any reason an amount is paid to us in adifferent currency and on conversion into New Zealandcurrency (and after deducting any costs or expenses
incurred in accepting those funds or their conversion) we
realise an amount that is less than the amount due, youmust immediately pay any further amounts necessary toensure that we receive the full amount due in New
Zealand currency (including after taking account of any
further conversion that is required).
10.11 Unless otherwise agreed in writing, reference toweights, quantities or other measures in relation to
Product packaging are, references to that weight,

9quantity or other measure within a variance of plus orminus 5%.
10.12 Headings are inserted for ease of reference onlyand do not affect the interpretation of these Terms.
10.13 If part or all of any provision of these Terms or
your order or its application to any person or
circumstance is illegal or unenforceable, the provision
will be interpreted as may be necessary to ensure it is
not illegal or unenforceable. If any provision or part of it
cannot be interpreted in that way, the provision or partof it will be severed from these Terms or your order andthe remaining provisions continue in full force andeffect.
10.14 Any notice given by us under, or failure by us toinsist on strict compliance with, any agreement between
you and us (including an accepted order from you) or
any delay by us in exercising our rights under any suchagreement is not a variation or waiver of any provisionof that agreement or of any right available to us.
10.15 A rule of construction does not apply to thedisadvantage of us because we prepared these Terms.
10.16 You may not assign or novate any or all of yourrights or obligations under these Terms to a third partyor purport to do so without out our prior written consent(not to be unreasonably withheld or delayed).
10.17 All notices under these Terms must be in writing
and delivered by you or us to the other at the address in
New Zealand that the other specifies from time to time.
10.18 Any variation to, or amendment or replacementof, these Terms as they apply to you must be
authorised in writing by us through a duly authorised
signatory on our behalf.
10.19 If you are a company or trust, we can terminate
these Terms immediately by notice in writing to you,

16 August 2022

without any liability, if we form the view that you haveundergone a change of control or other change ofcircumstance whereby we conclude that we would be
dealing with a different party or are subject to different
commercial considerations if we were to continue
dealing with you. We can also terminate these Terms
immediately by notice in writing, to you without any
liability, if you sell or transfer all or a material part ofyour business, assets or undertaking (or agree to do so)
without our prior written consent.
10.20 No delay or failure to exercise any of our rights orremedies will be a waiver of any of our rights orremedies.
10.21 A party will not be liable for any failure to performthese Terms if it is due to a cause reasonably beyond
the control of that party and that party uses its
reasonable endeavours to perform despite the cause.
10.22 Clerical errors or omissions, whether incompilation or otherwise in any order, quotation,
acknowledgement,
invoice
or
other
such
documentation, are subject to correction by us.
10.23 You acknowledge that you have received a copyof these Terms and in particular that these Terms
constitute a "security agreement" for the purposes of
the PPSA, and that we may register a financing
statement.
11. STOCKFOOD AND SECONDS
11.1 If any Product is sold to you as stockfood, seconds
or any similar classification you acknowledge that:(a) the Products are not fit for human consumption andare sold by us on the representation from you that theProducts will be exclusively used for the purpose ofanimal feed; and(b) you will be liable to and indemnify us for all loss ordamage (including damage to reputation) that we or any
related company of Fonterra Co-operative Group
Limited may suffer if you breach this clause.