GENERAL CONDITIONS FOR THE SUPPLY OF GOODS & SERVICES TO THE INFANT FOOD CO. PTY LTD

February 2025
1 Agreement
1.1 The Vendor must deliver the Goods to, and/or provide the Services at, the Delivery Location for the Price in accordance with the terms of
this Agreement.
1.2 This Agreement applies to the exclusion of any terms and conditions appearing on or forming part of the Vendor’s dockets, invoices or other
documentation.
2 Purchase Order and Price
2.1 The Price of the Goods and Services as set out in a Purchase Order submitted by IFC must comply with any then-current price list or
quotation issued by the Vendor.
2.2 The Vendor will be deemed to have accepted a Purchase Order unless it rejects the Purchase Order within 2 Business Days of its receipt.
2.3 On acceptance of a Purchase Order (either expressly in writing or deemed under clause 2.2) this Agreement will be formed between the
parties and become binding on them. Each Purchase Order will comprise a separate Agreement between the parties (unless the parties
have entered into a separate, long-form supply agreement, in which case multiple purchase orders may be issued under that single
agreement).
2.4 The Price is fixed and will not be subject to adjustment for rise and fall, exchange rate variations or any other reason, except as provided in
this Agreement.
2.5 The Price includes:
(a) all taxes, levies and fees (excluding GST) which are payable in relation to the supply of the Goods or provision of Services. For the
avoidance of doubt, the Vendor must pay all such taxes, levies and fees; and
(b) all costs associated with delivery, including the transport, loading and unloading of the Goods (and, if applicable, the Services).
2.6 The Price cannot be varied for any reason except where expressly agreed in writing, signed by the Authorised Representative.
2.7 IFC may pay the Price in any manner agreed in writing by the parties.
2.8 All payments by IFC will be on account only and will not be an admission that the Goods or Services comply with this Agreement.
3 Delivery
3.1 The Vendor must deliver the Goods to, and or provide the Services at, the Delivery Location by the Delivery Date.
3.2 IFC is not obliged to accept early delivery of the Goods or provision of the Services.
3.3 The Vendor must notify IFC immediately upon the Vendor becoming aware or having reasonable grounds to believe that it will not be able
to deliver the Goods to, or provide the Services at, the Delivery Location by the Delivery Date.
3.4 If all the Goods are not delivered to, or all of the Services are not provided at, the Delivery Location by the Delivery Date, IFC will be entitled
to recover general law damages from the Vendor for any loss, cost, damage or expense suffered or incurred by IFC by reason of the
Vendor’s delay(unless the failure to deliver the Goods or provide the Services was caused by a Force Majeure Event, in which case the
Vendor will not be liable).
3.5 Where a Purchase Order provides for a time for delivery of the Goods and/or Services, time is of the essence with respect to that delivery.
3.6 IFC may deduct from any amount owing to the Vendor, including any part payment of the Price, any amount which under this Agreement
IFC determines is or may become payable by the Vendor to IFC.
4 Inspection and Rejection of Goods and Services
4.1 IFC may at any reasonable time (and with reasonable notice) enter the premises where the Goods are being manufactured or Services are
being provided to inspect, examine or test the Goods and/or Services.
4.2 If following any inspection, examination or testing IFC discovers, anticipates or suspects (on reasonable grounds) that the Goods or Services
may be defective or otherwise in breach of this Agreement (including any warranty given under clause 5), IFC may (without limiting any
other right available to it):
(a) reject or return any Goods or Services;
(b) give the Vendor a notice requiring it to, at its cost and within the reasonable time prescribed in the notice, remove, re-manufacture,
rectify or replace the Goods (at IFC’s election) or to make good any defective works in the Goods, or to provide the Services again; or
(c) if the Vendor does not remedy a defect in the Goods or Services or other breach of this Agreement within the time identified in a notice
under clause 4.1(b), rectify or re-supply the Goods or have the Goods or Services rectified or re-supplied and the cost, loss, damage
and expense suffered or incurred by IFC will be a debt due from the Vendor to IFC.
4.3 If IFC rejects any Goods or Services under clause 4.2(a), the Vendor must pay IFC all amounts paid by IFC for the rejected Goods or
Services.
4.4 The Vendor must at its cost:
(a) comply with any notice under clause 4.2(b); and
(b) collect and remove any Goods (and any parts or items supplied as part of a Service) that have been rejected under clause 4.1.
5 Warranties and intellectual property
5.1 The Vendor warrants that:
(a) each Service will be performed promptly, with due diligence, care and skill, by appropriately trained, experienced and supervised persons
and to the best industry standards and be fit for the expected purpose;
(b) the Goods will be manufactured and delivered in accordance with:
(i) this Agreement (including their description in the Purchase Order);
(ii) any relevant patterns or specifications;
(iii) any quality assurance requirements prescribed in the Purchase Order;
(iv) any other warranties or guarantees contained in this Agreement; and
(v) all applicable Australian standards and law;
(c) the materials and standards of workmanship used to produce the Goods will be of a high quality;
(d) the Goods will be fit for their intended purpose and free from defects;
GENERAL CONDITIONS FOR THE SUPPLY OF GOODS & SERVICES TO THE INFANT FOOD CO. PTY LTD
February 2025
(e) the Goods will conform to any sample supplied;
(f) the Goods will be suitably packed to avoid damage in transit or storage;
(g) the Goods (and any parts or items supplied as part of a Service) will be free from all security interests under the PPSA, liens and
encumbrances and the Vendor has full title and ownership to sell the Goods;
(h) it has the necessary skills, resources and experience to successfully, effectively and efficiently supply the Goods and provide the
Services in accordance with this Agreement;
(i) all Goods supplied and Services provided will comply with all applicable laws and regulations and the Vendor will, at its cost, hold and
maintain in good standing all necessary licences, permits, authorisations and approvals required in order to supply the Goods and
provide the Services in accordance with this Agreement; and
(j) it has all Intellectual Property necessary to supply the Goods and provide the Services in accordance with this Agreement, and that the
supply of the Goods and provision of Services will not infringe any third party’s Intellectual Property rights.
5.2 The warranties in clause 5.1 are in addition to any warranties which are or may be implied under any legislation applicable to the Goods
and Services (including the Australian Consumer Law).
5.3 The Vendor indemnifies IFC against any loss, cost, damage or expense incurred by IFC as a consequence of or in connection with any
claim by a third party that it has a right to any Intellectual Property in the Goods or Services.
5.4 The Vendor grants to IFC a royalty-free, perpetual and irrevocable licence to use all Intellectual Property in the Goods and Services for any
other works which IFC may perform in relation to the Goods in the future. The licence will remain vested in IFC despite the termination of
this Agreement and IFC may assign or sublicense the rights granted by the licence without the consent of the Vendor.
6 Invoicing and Price disputes
6.1 On delivery of the Goods or provision of the Services, the Vendor must give IFC a valid tax invoice (Invoice) for the Price identified in the
Purchase Order. An Invoice must include:
(a) a reference to this Agreement, including any line item numbers on the order and the Purchase Order number;
(b) a detailed description of the Goods delivered or Services provided in respect of which the Invoice relates;
(c) an individual reference number for IFC to quote with remittance of payment; and
(d) the Price claimed by the Vendor, broken down to reflect the Price component (if any) identified in the Purchase Order to which the
Invoice relates.
6.2 If an invoice provided by the Vendor does not satisfy the requirements of clause 6.1 then IFC may reject the invoice and require the Vendor
to submit a valid Invoice which meets the requirements of clause 6.1.
6.3 If IFC requests, the Vendor must provide IFC with all relevant records to calculate and verify the amount set out in any Invoice.
6.4 Subject to clause 6.5, IFC must pay the Vendor the amount claimed by the Vendor in a valid Invoice which meets the requirements of clause
6.1 within 60 days of receipt of the Invoice by IFC.
6.5 If IFC disagrees with the amount claimed by the Vendor in the Invoice, IFC must determine the value of the Goods delivered or Services
provided by the Vendor in accordance with this Agreement and must issue a payment schedule to the Vendor within the 10 Business Day
of receiving an Invoice under clause 6.1 stating:
(a) the amount determined by IFC as the correct Price (having regard to the provisions of this Agreement);
(b) the reason why the amount in the payment schedule is different than the amount claimed; and
(c) if the reason for the difference is that IFC has deducted, set-off or withheld payment or proposes to deduct, set-off or withhold payment
for any reason, the reason for the deduction, set-off or withholding.
The Vendor must, within 2 Business Days of receipt of the payment schedule, provide IFC with a revised valid tax invoice in accordance
with clause 6.1 for the amount assessed as payable in the payment schedule. Nothing in this clause 6.5 will limit or affect the right of the
Vendor to dispute IFC’s determination of the value of the Goods delivered or Services provided by the Vendor in accordance with this
Agreement during the payment claim period.
6.6 IFC must pay the Vendor the amount determined by IFC pursuant to clause 6.5 as payable to the Vendor within the last to occur of:
(a) 30 days of the end of the month in which the Invoice is received by IFC; and
(b) 10 Business Days after receipt by IFC of the revised valid tax invoice, required under clause 6.5, for the amount stated in the payment
schedule as payable to the Vendor.
7 Goods and Services Tax
7.1 Unless expressly stated otherwise in this Agreement, the Price does not include GST. IFC is not required to pay the GST component of the
Price until IFC receives a tax invoice from the Vendor in respect of the taxable supply.
7.2 If an adjustment event occurs, the Vendor must issue an adjustment note and a payment must be made as between the parties to reflect
the adjusted amount of the GST on the taxable supply.
7.3 Italicised expressions used in this clause 7 have the meaning given to them in the A New Tax System (Goods and Services Tax) Act 1999
(Cth).
8 Risk and title
8.1 Risk in the Goods (and any parts or items supplied as part of a Service) passes to IFC on delivery and acceptance of the Goods or Services
by IFC.
8.2 Title to the Goods (and any parts or items supplied as part of a Service) passes to IFC when the Goods are paid for in full by IFC.
9 Indemnity
9.1 The Vendor shall indemnify IFC and its officers, employees, agents and other contractors against any claim, expense, liability or loss arising
out of or in connection with:
(a) personal injury or death or loss of, or damage to, any other property including, without limitation, IFC’s property arising out of or as a
consequence of this Agreement; and
(b) any breach by the Vendor of this Agreement,
but the indemnity shall be reduced proportionally to the extent that the act or omission of IFC or its agents or other contractors (not being
employed by the Vendor) contributed to the claim, expense, liability, loss, injury, death, or damage.
GENERAL CONDITIONS FOR THE SUPPLY OF GOODS & SERVICES TO THE INFANT FOOD CO. PTY LTD
February 2025
9.2 Notwithstanding any other provision of this Agreement, neither IFC or the Vendor will be liable to the other in respect of any indirect,
consequential or special damages, loss of profit, loss of revenue, loss of goodwill or loss of business opportunity except to the extent such
liability is covered by a policy of insurance obtained by IFC or the Vendor (as applicable).
10 Occupational Health and Safety
10.1The Vendor is responsible for the health and safety of its employees.
10.2Without limitation to its other obligations under this Agreement, the Vendor must:
(a) comply with all requirements under OH&S Legislation;
(b) comply with any reasonable directions of IFC or its nominee in relation to occupational health and safety at the Delivery Location;
(c) comply with all IFC’s reasonable occupational health and safety, and environmental, requirements relating to the Vendor’s conduct at
the Delivery Location (as notified by IFC to the Vendor from time to time); and
(d) cause all of its employees at the Delivery Location to complete such safety or other training or induction as IFC directs.
11 Insurance
11.1The Vendor shall effect and maintain for the term of this Agreement with a reputable insurer and on terms reasonably approved in writing
by IFC professional indemnity and public liability insurance for not less than $10 million per occurrence, and appropriate workers
compensation and plant and equipment insurance given the nature, value and volume of Goods and Services to be supplied to IFC.
11.2The Vendor shall provide IFC with evidence of the terms and currency of insurances when requested by IFC.
12 PPSA
12.1If the Vendor believes that a Security Interest arises under this Agreement it must notify IFC at least five days before the Vendor takes steps
to register such Security Interest on the PPS Register.
12.2Within ten days of the earlier of:
(a) payment of the Price; or
(b) the expiry or termination of this Agreement,
the Vendor will at its cost procure the removal from the PPS Register each Security Interest it has registered in respect of the Goods, and
must provide IFC with verification of the removal of the Security Interests pursuant to section 157 of the PPSA.
12.3The parties agree that for the purposes of section 115 of the PPSA, the following sections of the PPSA will not apply to any Relevant
Collateral:
(a) section 120 (enforcement of liquid assets);
(b) section 126 (apparent possession); and
(c) section 128 (secured party may dispose of collateral).
12.4If, in the opinion of IFC the PPSA applies, or will in the future apply to IFC’s rights pursuant to this Agreement, and that the PPSA:
(a) affects or could affect IFC’s security position or the rights or obligations of IFC under or in connection with this Agreement; and
(b) enables or would enable IFC’s security position to be improved,
IFC may give notice to the Vendor requiring the Vendor to do anything (including provide all reasonable assistance to IFC in relation to the
registration of a security in respect of IFC’s rights, including the execution of documents relating to such registration) that in IFC opinion is
necessary or desirable. The Vendor must comply with the requirements of that notice within the time stipulated in the notice.
13 Confidentiality
13.1The Vendor must treat this Agreement and all information provided by IFC or on behalf as IFC under or in respect of this Agreement as
confidential and must not disclose:
(a) its existence, the information contained in it or its subject matter to any third party or use it for advertisement, display or publication
without the prior written consent of IFC; or
(b) information about the obligations secured by any Security Interest under this Agreement, the terms of payment or performance in respect
of any obligation under this Agreement at any particular time or any information of the kind described in section 275(1) of the PPSA,
except:
(c) to its officers, employees, legal and other advisers and auditors for the purpose of supplying the Goods;
(d) with the consent of IFC; or
(e) to the extent it is necessary for the Vendor to disclose information to comply with any applicable law, the rules of any securities or stock
exchange or an order of a court or tribunal and the other party is given prior notice of the disclosure
13.2The Vendor its employees, agents, directors, partners, shareholders or consultants shall not disclose to any person, any confidential
information relating to IFC or the affairs of others which may have come to its or their knowledge as a result of this Agreement.
14 Suspension and termination
14.1IFC may suspend all or part of the delivery of the Goods or provision of Services at any time for any period by notice to the Vendor. The
Vendor must comply with such a notice and must recommence delivery of the Goods or provision of the Services when required by notice
from IFC. The Vendor will be entitled to be paid by IFC the direct, reasonable and demonstrable extra costs incurred by the Vendor as a
result of any such suspension, unless the suspension arises as a result or consequence of the Vendor’s failure to perform its obligations in
accordance with this Agreement, and subject to the Vendor taking all reasonable steps to mitigate the extra costs incurred by it as a result
of the suspension.
14.2Either party may terminate this Agreement with immediate effect by giving written notice to the other if:
(a) the other party commits a breach of any warranty or material term of this agreement which:
(i) is not capable of remedy; or
(ii) is capable of remedy but the other party fails to remedy that breach within 10 Business Days from the date of receiving notice in
writing requiring it to do so; or
(b) the other party is subject to an Insolvency Event; or
(c) a Force Majeure Event has subsisted for a continuous period of 4 weeks.
14.3In the event that this Agreement is terminated prior to delivery of all of the Goods, IFC will only be liable to pay the Vendor for the Goods
actually delivered in accordance with the terms of this Agreement.
GENERAL CONDITIONS FOR THE SUPPLY OF GOODS & SERVICES TO THE INFANT FOOD CO. PTY LTD
February 2025
15 Assignment and subcontracting
15.1The Vendor must not assign or deal with the Vendor’s interests under this Agreement without the prior written consent of IFC. IFC may
assign or deal with its interest under this Agreement at any time by notice in writing to the Vendor.
15.2The Vendor must not subcontract any part of the Goods or Services without the prior written approval of IFC, which may be given or withheld
in IFC’s absolute discretion and may be given subject to conditions.
15.3The Vendor will be liable to IFC for the acts, defaults and omissions of the Vendor’s subcontractors (and the employees and agents of such
subcontractors) as if they were those of the Vendor.
16 General
16.1Where this Agreement allows IFC a discretion as to whether to do or not to do any act, matter or thing of any kind, or confers on IFC a power
of determination or right of opinion, approval or the like, that discretion, power or right is absolute, unless this Agreement states otherwise,
and IFC is not obliged to give its reasons.
16.2No waiver by IFC of a breach of this Agreement by the Vendor constitutes a waiver for any subsequent or continuing breach by the Vendor.
16.3If any of the provisions of this Agreement are held by a court of competent jurisdiction to be invalid or otherwise unenforceable that provision
may be severed from this Agreement and the remainder of this Agreement will continue to be effective and valid notwithstanding such
severance.
16.4A single or partial exercise or waiver by a party of a right relating to this Agreement does not prevent any other exercise of that right or the
exercise of any other right. A party is not liable for any loss, cost or expense of any other party caused or contributed to by the waiver,
exercise, attempted exercise, failure to exercise or delay in the exercise of a right.
16.5Except as expressly stated otherwise in this Agreement, the rights of a party under this Agreement are cumulative and are in addition to any
other rights of that party.
16.6Each party must promptly do whatever the other party reasonably requires of it to give effect to this Agreement and to perform its obligations
under it.
16.7This Agreement is governed by and is to be construed in accordance with the laws applicable in Victoria. Each party irrevocably and
unconditionally submits to the non-exclusive jurisdiction of the courts of Victoria.
16.8This Agreement may consist of a number of counterparts and, if so, the counterparts taken together constitute one document.
16.9This Agreement may only be varied or amended by written agreement between the Vendor and IFC.
16.10 This Agreement will not create a partnership, joint venture or agency relationship between the parties.
17 Definitions and interpretation
17.1In this Agreement, unless the context otherwise requires:
(a) Agreement means the any long form supply agreement entered into between the parties, the Purchase Order, these general conditions
and any other documents attached to, or prescribed in, the Purchase Order as forming part of this Agreement, which, in the event of
any inconsistencies, must be construed in that order of priority.
(b) Australian Consumer Law means Schedule 2 of the Competition and Consumer Act 2010 (Cth) and the corresponding provisions of
the Fair Trading Act 1999 (Vic).
(c) Authorised Representative means an authorised representative of IFC as identified by IFC by written notice to the Vendor from time
to time.
(d) Business Days means a day other than a Saturday, Sunday or public holiday in the State or Territory where the Delivery Location is
located.
(e) Collateral has the meaning given in the PPSA.
(f) Delivery Date means the date for delivery of the Goods or provision of Services identified in the Purchase Order.
(g) Delivery Location means the delivery location of the Goods (or place of provision of the Services) identified in the Purchase Order.
(h) Force Majeure Event means an event beyond the reasonable control of the Vendor including act of God, fire, flood or other physical
disaster, disruption to transport infrastructure, supply or production facilities, but does not include industrial action.
(i) Goods means the good described in the Purchase Order.
(j) IFC means The Infant Food Co. Pty Limited ACN 164 765 360.
(k) Intellectual Property means all present and future rights conferred by statute, common law or equity in or in relation to copyright, trade
marks, designs, patents, circuit layouts, plant varieties, inventions, and other results of intellectual activity, including moral rights, in the
industrial, commercial, scientific, literary or artistic fields whether or not registrable, registered or patentable.
(l) Insolvency Event means any step by any mortgagee or creditor to take possession of the whole or a part of a party’s assets, operations,
business or undertaking, or any step is taken to appoint a receiver, administrator, liquidator or other like person to the whole or a part of
a party’s assets, operations, business or undertaking.
(m) OH&S Legislation means all legislative requirements relating to work health and safety including as is applicable to the Vendor and/or
the Goods, applicable in the place where the Delivery Location is located and any other occupational health and safety statutes enacted
or which may be enacted in any Australian States and/or Territories (if applicable).
(n) PPSA means the Personal Property Securities Act 2009 (Cth).
(o) PPS Register means the Personal Property Securities Register established under the PPSA.
(p) Price means the price for the Goods or Services stated in the Purchase Order.
(q) Purchase Order means a purchase order issued by IFC which contains the written order from IFC to the Vendor for the supply of Goods
or provision of Services.
(r) Relevant Collateral means Collateral which is the subject of a Security Interest granted under this Agreement.
(s) Services mean the services described in the Purchase Order.
(t) Vendor means the supplier of the Goods or Services identified in the Purchase Order.
17.2In this Agreement, unless the context requires otherwise:
(a) a word in this Agreement that has a capitalised first letter has the meaning given to it by this Agreement;
(b) the singular includes the plural and vice versa;
GENERAL CONDITIONS FOR THE SUPPLY OF GOODS & SERVICES TO THE INFANT FOOD CO. PTY LTD
February 2025
(c) headings are for reference only and do not affect the interpretation of this Agreement;
(d) a reference to any legislation includes a reference to any proclamation, order, amendments or modification made under that legislation;
(e) where the Vendor comprises two or more persons, then the obligations on the Vendor will bind and be observed and performed by those
persons jointly and severally;
(f) “include”, “includes” and “including” means “includes without limitation”;
(g) no rule of construction will apply to a clause to the disadvantage of a party merely because that party put forward the clause or benefits
from it;
(h) a reference to a person includes that person’s legal personal representatives, successors, assigns.