Patties Foods Group – TERMS AND CONDITIONS OF SUPPLY

All Goods and Services purchased by any companies which form part of the Patties Foods Pty Limited group (PFG) are subject to the following terms and conditions (Trading Terms), unless a separate agreement in writing in relation to the Goods or Services has been executed.

1. By accepting our Purchase Order, You accept these Trading Terms and any Specifications or Service Deliverables, and acknowledge that this constitutes the entire agreement between You and PFG. Any terms and conditions other than these Trading Terms are expressly excluded to the maximum extent permitted by law.

2. PFG rejects any supplier or service provider’s additional or conflicting terms and conditions of sale, irrespective of whether PFG has accepted or made payments for the supply of the Goods or Services. Such acceptance of and payments made towards the purchase of Goods of Services shall not be deemed an implied acceptance of Your terms and conditions, even if such terms have been brought to the notice of PFG.

Supply of Goods and Services

3. You must supply the Goods or Services to PFG in accordance with the with these Trading Terms, any Specifications or Service deliverables, applicable laws and regulations, and the Purchase Order.

Price for Goods and Services

4. PFG agrees to pay the Price for the Goods or Services in accordance with its Payment Terms.
5. The Price excludes GST, but includes all packaging, transport, customs duty (and any other duties, taxes or levies), insurance, loading, unloading, handling, storage and administrative costs, up to the point of delivery.

Risk and title in Goods

6. Risk in the Goods passes to PFG upon delivery of the Goods to the nominated delivery location. Delivery occurs when a duly authorised representative of PFG signs a delivery receipt.
7. Title in the Goods passes to PFG upon Delivery, or upon payment by PFG for the Goods, whichever occurs first.

Conditions as to quality of Goods and Services

8. You represent and warrant that the Goods (and, as applicable, the Services):
   1. are not defective, and are of merchantable quality;
   2. comply with all Specifications/Service Deliverables;
   3. do not infringe any right of any third party (including, without limitation, any
      intellectual property right), or applicable Law, statute, regulation, code or rule;
   4. are fit for the purpose which You have been notified PFG intends to use them or for which they are commonly used;
   5. correspond with any description or sample You have previously provided to PFG; and
   6. comply with PFG’s Ethical Sourcing policies and requirements, as well as any other policies or requirements as notified to You.
9. If the Goods are food products (or are an ingredient to be used in the manufacture of goods intended for human consumption), You further represent and warrant that the Goods:

1. are fit for human consumption;
2. comply in all respects with all relevant provisions of all applicable food, health, competition and consumer, weights and measures and other legislation regulations or instruments in Australia, and are supplied in accordance with all generally accepted industry standards and practices (and in particular, FSANZ requirements);
3. are not adulterated or contaminated in any way;
4. are traceable;
5. and do not comprise and are not derived from any genetically modified organisms or products, except to the extent agreed in writing by PFG.

Goods and Services which fail to meet standards

10. Without limiting any other remedy PFG may have, if the Goods delivered or Services performed do not meet or exceed the standards required, do not meet or exceed the Specifications, or are otherwise in breach of these trading terms at any time during their intended useful life (Non-conforming Goods and Services), PFG will not be required to pay for those Non-conforming Goods or Services. You must, at Your own cost, if PFG requires You to do so, promptly remove any Non-conforming Goods.

11. Further, You must at PFG’s election either:

1. promptly replace the Non-conforming Goods or Services with Goods or
   Services which do meet the relevant standards or Specifications, and which are acceptable to PFG; or
2. refund to PFG all money paid in respect of the Non-conforming Goods or Services.

Commitment to Ethical Standards and Corporate Social Responsibility

12. You represent and warrant to PFG that:

1. You are committed to the safe and ethical manufacture and supply of Goods and Services, and that You and Your subcontractors and suppliers will comply with all applicable labour, health and safety, environmental and corporate social responsibility laws in the country in which the goods are produced;
2. You, and Your subcontractors and suppliers, will not use any form of modern slavery or serious exploitation of workers, including slavery, trafficking, servitude, forced marriage, forced labour, debt bondage, child labour, or deceptive recruiting for labour services;
3. You will comply with PFG’s Ethical Sourcing policies , as communicated to You by PFG or published on PFG’s corporate website;
4. You will comply with any ethical sourcing audit requested by PFG.

13. Intellectual Property
    1. Nothing in these Trading Terms affects ownership of any Intellectual Property rights of either party existing as at the date of this agreement, or subsequently arising in relation to the Goods and Services other than as specified in this Intellectual Property clause.
    2. If any of the Goods or Services have been specifically designed for or requested by PFG (Custom Works) all intellectual property in, and relating to, the Custom Works will be PFG’s property.
    3. All intellectual property created by or on behalf of You in the course of providing the Services to PFG (Contract Intellectual Property) will be PFG’s property.
    4. You assign all intellectual property rights under this Clauses to PFG, and reserve PFG’s intellectual property rights in any agreement which You enters into with any third party in relation to any Custom Works and/or Contract Intellectual Property.

Confidentiality

14. In this clause, Confidential Information with respect to a party (Receiving Party) means:
    1. the existence and terms of the Agreement;
    2. any technical, scientific, commercial, financial or other information of or about the other party (the Discloser) or any of its products, of which the Receiving Party becomes aware in connection with the Agreement and all information about the Discloser’s business and business processes; and
    3. any documents, notes, records or other materials which include, identify or are based on anything referred to in this clause.

15. The parties, including their employees, agents and contractors, must keep all Confidential Information secret and must not use that Confidential Information except as necessary for the purposes of delivering the Goods or Services.
16. Each party must store all Confidential Information in a way that minimises the risk of unauthorised access.

17. The parties’ obligations under this clause 8 do not apply to any information which:

1. is in the public domain as at the date of the Agreement or which subsequently comes into the public domain (other than because of a breach of any obligation of confidence owed to the Discloser); or
2. the Receiving Party can demonstrate by evidence in writing either was in the possession of the Receiving Party as at the date of the Agreement or
   subsequently comes into the possession of the Receiving Party through a third party who does not owe any obligation of confidence to the Discloser in respect of that information; or
3. the Receiving Party is required by Law to disclose.

18. Where You are the Receiving Party, You must promptly return all Confidential Information to PFG, or destroy it if PFG asks You to do so, including any Confidential Information held by You in an information storage or retrieval system of any kind.

Termination

19. The Agreement may be terminated immediately by PFG if You breach the Agreement, or at any other time by PFL providing 30 days’ notice in writing to You. PFG will not be liable for any loss to You, including special, economic, indirect, consequential or punitive loss, whether or not foreseeable.

20. Termination of the Agreement will not affect the obligations of a party under clauses relating to warranties, indemnities, insurance, intellectual property, or confidentiality – and any such obligations will survive termination of the Agreement.

Payment Terms

21. You must submit a valid tax invoice for all Goods and Services provided to PFG in a form acceptable to PFG. The invoice must specify the Purchase Order number to which the invoice relates. PFG will not be required to pay any invoice that does not specify a Purchase Order number or specifies an invalid Purchase Order number.
22. Patties will pay invoices in full and in cleared funds by the end of the month following the month in which they were received.
23. All invoices must be sent to Accounts Payable Department at payables@patties.com.au, or Level 2, 1 Joseph Avenue, Mentone, Vic, 3194.

Insurance

24. Unless otherwise agreed, You must maintain product liability insurance of not less than $20 million per event, public liability insurance of not less than $20 million per event, and Product Recall insurance.
25. If professional Services are being provided, You must maintain professional indemnity insurance of not less than $1 million per event.
26. You must provide PFG with satisfactory evidence of such insurance if requested by PFG.

Indemnity

27. Without limiting any of PFG’s other legal rights, You hereby agree to indemnify and keep indemnified PFG, its related bodies corporate (as defined in the Corporations Act 2001), and its employees, agents, officers or contractors (Indemnified Persons) against any loss, damage, claim, action or expense (including, without limitation, legal expenses) which any Indemnified Person suffers in connection with any of the following:

1. a breach of the Agreement by You;
2. a failure by You to comply with its obligations implied by Law;
3. any warranty or guarantee given by You under the Agreement or which applies under legislation relating to the supply of Goods or Services;
4. any misleading or deceptive conduct by You;
5. any failure to comply with any safety standard, or any product liability claim or
   product recall relating to the Goods;
6. any fraud, wilful default, negligent act or failure to act, or any other omission, by You or any of Your employees, agents, officers or contractors;
7. any act which is not authorised by the Agreement; and
8. any third-party claim arising from anything referred to in sub clauses (a) – (g).

GST

28. Where the Agreement requires a party to pay for, reimburse or contribute to any expense, loss or outgoing (“reimbursable expense”) suffered or incurred by the other party, the amount required to be paid, reimbursed or contributed by the first party will be the sum of:

1. the amount of the reimbursable expense net of input tax credits (if any) to which the other party is entitled in respect of the reimbursable expense (“net amount”); and
2. if the other party’s recovery from the first party is a Taxable Supply, any GST payable in respect of that supply.

 Miscellaneous

29. PFG may transfer, assign, novate or otherwise encumber or deal with (dispose of) the Agreement, or any right or obligation under it, to any wholly owned subsidiary of PFG or in the event of any change of control of PFG, without the consent of You.
30. A party must not otherwise dispose of the Agreement or any right or obligation under it or subcontract any of its obligations under the Agreement, without the prior written consent of the other party. You will not as a result of any sub-contracting arrangement be relieved from the performance of any obligation under the Agreement and will be responsible and liable for all acts and omissions of a sub-contractor.
31. Nothing in this agreement purports to exclude, restrict or modify any warranty or guarantee which applies under legislation relating to the supply of Goods or Services.
32. The Agreement is governed by the laws of Victoria. You irrevocably and unconditionally submit to the jurisdiction of the courts of Victoria for determining any dispute.
33. Any variation to these Trading Terms or the Purchase Order only has effect if in writing and signed by authorised representatives of both parties.

Additional Terms and Conditions for Contractors

34. PFG requires, and You must procure and ensure, that Your employees, agents and contractors who will be performing Services for PFG will:

1. Obtain PFG’s prior written approval before subcontracting out any of the Services;
2. Comply with and ensure that Your employees, agents and approved contractors are aware of and comply with all applicable laws, PFG’s policies and procedures, to the extent that they are applicable, and all lawful directions and orders given by PFG or any other person authorised to give directions to You;
3. Perform the Services in a careful, diligent, proper and efficient manner in accordance with appropriate professional standards, and be liable for the cost of any remedial work if this clause is not complied with;
4. Be properly qualified for, and skilled in, the performance of the Services and do not prejudice: Safe working practices; Safety and care of property; and Continuity of work.
5. Not interfere with PFG’s activities or the activities of any other person at the place of performance of the Services; and
6. On request by PFG, provide to PFG, and its employees, agents and consultants any information and assistance required to identify, evaluate, implement and report on any matter required by law, including: Producing written reports; Recommending efficiency opportunities; Collecting data; and Monitoring or metering.

Definitions 

Agreement means these Trading Terms and applicable Purchase Orders and Specifications.

Consideration, GST, input tax credit, Supply, Tax Invoice, and Taxable Supply have the meanings given to those expressions in the A New Tax System (Goods and Services Tax) Act 1999.

Delivery Location means the place for delivery as specified on the Purchase Order.

Goods and Services means the Goods or Services specified in the Purchase Order, or otherwise agreed, to be supplied by You to PFG.

Law means:
(a) Commonwealth, State and local government legislation including regulations, by-laws, orders, awards and proclamations;
(b) Common law and equity;
(c) Authority requirements and consents, certificates, licences, permits and approvals (including conditions in respect to those consents, certificates, licences, permits and approvals); and
(d) Guidelines of Authorities with which the Contractor is legally required to comply.

Patties Foods Group (PFG) means Patties Foods Pty Limited (ABN 62 007 157 182) and any of its Related Companies as defined by the Corporations Act 2001.

Price means the price specified in the Purchase Order.

Purchase Order means the purchase order provided by PFG to You which is subject to these Trading Terms.

Service Deliverables and Specifications means all service deliverables or specifications provided to You in relation to the Goods or Services.

You means Supplier of the Goods and Services named in the Purchase Order, and any assignee, sub-contractor or delegate of the You agreed by PFG.