{"id":861,"date":"2016-07-25T12:15:52","date_gmt":"2016-07-25T02:15:52","guid":{"rendered":"https:\/\/interagriprd.wpengine.com\/hi\/?page_id=861"},"modified":"2016-07-25T14:59:33","modified_gmt":"2016-07-25T04:59:33","slug":"standard-terms-and-conditions-of-purchase","status":"publish","type":"page","link":"https:\/\/interagri.com.au\/hi\/%e0%a4%a8%e0%a4%bf%e0%a4%af%e0%a4%ae-%e0%a4%94%e0%a4%b0-%e0%a4%b6%e0%a4%b0%e0%a5%8d%e0%a4%a4%e0%a5%87%e0%a4%82\/standard-terms-and-conditions-of-purchase\/","title":{"rendered":"Standard Terms and Conditions of Purchase"},"content":{"rendered":"<h2 class=\"number\">1.<\/h2>\n<h2>Definitions and interpretation<\/h2>\n<h3 class=\"number\">1.1<\/h3>\n<h3>Definitions<\/h3>\n<p>The following definitions apply in this agreement, unless the context requires otherwise:<br \/>\n<strong>Additional Conditions<\/strong> means any conditions of sale which are in addition to these Terms, which may apply to a single or multiple Purchase Confirmation\/s as agreed between the parties and evidenced in writing.<br \/>\n<strong>Agreement<\/strong> has the meaning set out in clause 1.4 of these Terms.<br \/>\n<strong>Applicable Standards and Quality<\/strong> means the applicable standards and quality in relation to, in connection with or ancillary to:<\/p>\n<ul>\n<li>production;<\/li>\n<li>processing;<\/li>\n<li>storage and handling,<\/li>\n<li>packing;<\/li>\n<li>labelling; or<\/li>\n<li>compliance and reporting,<br \/>\nin respect of the Goods, as required:<\/li>\n<\/ul>\n<ul>\n<li>by Law;<\/li>\n<li>for the Goods to be fit for purpose;<\/li>\n<li>under any licence, permit or arrangement or similar;<\/li>\n<li>in accordance with the Importing Country Requirements of the Export Destination;<\/li>\n<li>in order to satisfy the AUS-MEAT National Accreditation requirements;<\/li>\n<li>in order for the Goods to conform with the Product Description and Specification in the Purchase Confirmation; or<\/li>\n<li>or implied or reasonably expected to apply to the Goods according best industry practice.<\/li>\n<\/ul>\n<p><strong><br \/>\nAUS-MEAT Specification<\/strong> means the specifications published by AUS-MEAT Limited relating to specific category and class of animal, product description, specification cutting lines \/ additional trim, grade or carton brand name, primal weight range\/ portion weight &amp; tolerance, yield, packaging and handling condition of product.<br \/>\n<strong>Business Day<\/strong> means a day that is not a Saturday, Sunday, public holiday or bank holiday in Melbourne.<br \/>\n<strong>Buyer<\/strong> means InterAgri Group Pty Ltd (ACN103 191 126) (InterAgri).<br \/>\n<strong>Claim<\/strong> means any loss, damage, claim, expense, penalty, liability, remedy, suit, or demand, of any kind or character, whether in contract or at common law, in equity or pursuant to any statute of law anywhere in the world.<br \/>\n<strong>Confidential Information<\/strong> means all and any information of a confidential nature including financial, customer and employee information, supplier information, product specifications, processes, statements, formulae, trade secrets, drawings and data which is not in the public domain, except by virtue of a breach of the confidentiality obligations arising under the Agreement between the parties.<br \/>\nConsequential Loss means any of the following, however arising and even if it is reasonably contemplated by the parties, at the date of the Agreement, as a probable result of breach of the Agreement:<\/p>\n<ul>\n<li>incidental, special, remote or unforeseeable loss or damage;<\/li>\n<li>loss of revenue, profit, income, bargain, opportunity, use, production, business, contract, goodwill, or anticipated savings, loss caused by business interruption, or the cost of obtaining new financing or maintaining existing financing, but excluding loss of any amounts that would, but for the act or omission of a party, have otherwise been payable under the Agreement;<\/li>\n<li>costs or expenses incurred to prevent or reduce loss or damage which otherwise may be incurred or suffered by a Third Party; or<\/li>\n<li>loss or damage of the nature set out above in paragraphs (a) to (c) (inclusive) that is incurred or suffered by or to a Third Party.<\/li>\n<\/ul>\n<p><strong><br \/>\nExport Destination<\/strong> means the country noted on the Purchase Confirmation to which the Goods will be exported by or on behalf of InterAgri.<br \/>\n<strong>Force Majeure Event<\/strong> means an act or occurrence beyond the reasonable control of a party including but not limited to acts of nature, acts of war or riots, weather occurrences, labour disputes or Government action, or any other cause (whether similar to the foregoing or not) which delays or prevents a party from meeting its obligations under this document. For the avoidance of doubt, lack of finance is not a Force Majeure Event.<br \/>\n<strong>Goods<\/strong> means the frozen or chilled meat matching the Product Description and Specification in the Purchase Confirmation supplied, or to be supplied, by the Seller to InterAgri.<br \/>\n<strong>Government Agency<\/strong> means any government or any governmental, semi-governmental, fiscal, monetary, judicial or statutory agency, authority, tribunal, commission, body or other entity, with power, authority or jurisdiction in any part of the world.<br \/>\n<strong>GST<\/strong> has the meaning given by section 195-1 of the GST Act or any replacement or other relevant legislation and regulations.<br \/>\n<strong>GST Act<\/strong> means A New Tax System (Goods and Services Tax) Act 1999 (Cth) (as amended).<br \/>\n<strong>Law<\/strong> means any applicable law, regulation, order, statutory instrument, ruling or decision of a Government Agency, as amended from time to time.<br \/>\n<strong>Loss<\/strong> means any loss, cost, expense, or damage, whether direct or indirect, present or future, fixed or ascertained, actual or contingent and whether arising under contract (including this agreement), in tort (including negligence), at common law, in equity, under statute, under an indemnity or otherwise.<br \/>\n<strong>Material Breach<\/strong> has the meaning provided in clause 8.2(a).<br \/>\n<strong>Price<\/strong> means the price for the Goods set out in the Purchase Confirmation.<br \/>\n<strong>Purchase Confirmation<\/strong> means the document in the form determined by InterAgri, containing the particulars of Goods, and the terms of purchase including the Price, the description and Specification of the Goods, the delivery terms and the Export Destination.<br \/>\n<strong>Sale Contract<\/strong> means the contract for sale of the Goods under which InterAgri agrees to sell the Goods to a third party.<br \/>\n<strong>Seller<\/strong> means the party identified in the Purchase Confirmation as the supplier of the Goods to InterAgri and includes its employees, officers, agents, subcontractors and personnel.<br \/>\n<strong>SOLAS<\/strong> means the International Convention for the Safety of Life at Sea as applied under Australian domestic Law.<br \/>\n<strong>Specification<\/strong> in regards to the Goods, means the AUS-MEAT Specification referred to in the Purchase Confirmation.<br \/>\n<strong>Terms<\/strong> means these Standard Terms and Conditions of Purchase as amended from time to time.<br \/>\n<strong>Verified Gross Mass (VGM)<\/strong> means the gross mass of the container and the Goods, determined and verified in accordance with Method 1 or Method 2 of the SOLAS Verified Container Mass Australian Procedure.<\/p>\n<h3 class=\"number\">1.2<\/h3>\n<h3>Interpretation<\/h3>\n<p>In these Terms, unless the context requires otherwise:<\/p>\n<ul>\n<li>the singular includes its plural and vice versa;<\/li>\n<li>words denoting any gender include all genders;<\/li>\n<li>headings are for convenience only and do not affect interpretation;<\/li>\n<li>words such as <strong>including<\/strong> or <strong>for example<\/strong> do not limit the meaning of the words preceding them;<\/li>\n<li>an obligation or liability assumed by, or a right conferred on, two or more parties binds or benefits all of them jointly and each of them severally;<\/li>\n<li>nothing in this agreement is to be interpreted against a party solely on the ground that the party or its advisers drafted it; and<\/li>\n<li>a reference to:\n<ol>\n<li>a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity;<\/li>\n<li>a party to the Agreement or another document includes that party\u2019s successors, permitted substitutes or permitted assigns;<\/li>\n<li>a particular time is to that time in Melbourne;<\/li>\n<li>any terms or conditions or agreement (including these Terms and any Agreement formed in accordance with these Terms) or document is to the agreement or document as amended, supplemented, novated or replaced from time to time;<\/li>\n<li>a clause, paragraph, schedule or annexure is to a clause, paragraph, schedule or annexure in or to these Terms;<\/li>\n<li>the Agreement includes any schedules and annexures to these Terms, the Sale Confirmation or written quotation;<\/li>\n<li>writing includes any method of representing or reproducing words, figures, drawings or symbols in a visible or tangible form;<\/li>\n<li><strong>dollars<\/strong> or <strong>$<\/strong> is to Australian currency;<\/li>\n<li>Law is to that Law as amended, re-enacted or replaced, and includes any subordinate legislation or legislative instrument issued under it;<\/li>\n<li>a provision of a Law is to that provision as amended or replaced; and<\/li>\n<li>an ocean vessel, sea port or marine transport includes other types of vessels, modes of transport and ports of entry if applicable or required in accordance with the Agreement or Sale Confirmation.<\/li>\n<\/ol>\n<\/li>\n<\/ul>\n<p>&nbsp;<\/p>\n<h3 class=\"number\">1.3<\/h3>\n<h3>Business Days<\/h3>\n<p><span style=\"line-height: 1.5;\">If the day on or by which a party must do something under these the Agreement is not a Business Day, the party must do it on or by the next Business Day.<\/span><\/p>\n<h3 class=\"number\">1.4<\/h3>\n<h3>Agreement<\/h3>\n<ul>\n<li>Upon forming and entering into an Agreement the parties agree to be bound by these Terms.<\/li>\n<li>An Agreement will be taken to be formed:\n<ol>\n<li>if the Seller provides InterAgri with a written quotation for the supply of Goods, upon InterAgri providing the Seller a Purchase Confirmation based on the quotation; or<\/li>\n<li>if the Seller has not provided a written quotation, and InterAgri provides the Seller a Purchase Confirmation, at the earlier of the Seller accepting the Purchase Confirmation (verbally or otherwise), delivery of the Goods, or part delivery of the Goods.<\/li>\n<\/ol>\n<\/li>\n<li>The Agreement means (in order of prevalence):\n<ol>\n<li>the current version of these Terms available on InterAgri&#8217;s website at <a href=\"https:\/\/interagriprd.wpengine.com\">www.interagri.com.au<\/a>, (<strong>Website<\/strong>);<\/li>\n<li>the Purchase Confirmation; and<\/li>\n<li>any Additional Conditions agreed between the parties and evidenced in writing; and<\/li>\n<li>any written quotation provided to InterAgri for the supply of the Goods prior to the Purchase Confirmation.<\/li>\n<\/ol>\n<\/li>\n<li>InterAgri may amend the Terms by publishing amended Terms on the Website, effective from the date of publication on the Website (<strong>Effective Date<\/strong>), and applicable to any Purchase Confirmation provided on or after the Effective Date.<\/li>\n<li>It is the responsibility of the Seller to ensure it has a copy of the current Terms.<\/li>\n<li>InterAgri may agree in writing to be bound by the Seller&#8217;s terms and conditions, provided that such terms or conditions do not deviate from, and are not inconsistent with the Agreement.<\/li>\n<li>The Agreement will prevail over all and any terms or conditions of the Seller whether or not InterAgri agrees to be bound by them in accordance with clause 1.4(f).<\/li>\n<\/ul>\n<h2 class=\"number\">2.<\/h2>\n<h2>Goods<\/h2>\n<ul>\n<li>The Goods are identified by the Specification, Product Description, quantity, and other details provided in the Purchase Confirmation.<\/li>\n<li>The Seller agrees to sell to InterAgri the Goods at the Price and in accordance with the Agreement.<\/li>\n<\/ul>\n<h2 class=\"number\">3.<\/h2>\n<h2>Seller warranties<\/h2>\n<p>On the date that the Agreement is formed, and every subsequent day for the duration of the Agreement, the Seller warrants to InterAgri that:<\/p>\n<ul>\n<li>it has the power to enter into the Agreement and perform its obligations under the Agreement;<\/li>\n<li>it will transfer unencumbered title and ownership of the Goods to InterAgri in accordance with the Agreement;<br \/>\nit holds and will at all material times maintain AUS-MEAT Accreditation;<\/li>\n<li>upon providing a quotation or accepting a Purchase Confirmation it expressly warrants that it aware of the intended purpose of the Goods, InterAgri&#8217;s requirements and where applicable, the intended Export Destination and has satisfied itself of the Applicable Standards and Quality;<\/li>\n<li>the Goods have been or will be produced according to InterAgri&#8217;s requirements, and will satisfy the Applicable Standards and Quality whether or not that process or standard applies to the Seller or third party;<\/li>\n<li>the meat or carcasses supplied, or to be supplied, to InterAgri conforms with the description of those Goods in the Purchase Confirmation including but not limited to the Specification, Product Description, standard, quality, origin, quantity, and any other material aspect of the Goods set out in the Purchase Confirmation or reasonably implied or required to satisfy the Applicable Standards and Quality;<\/li>\n<li>the Goods and the Seller&#8217;s operations and premises comply with all Applicable Standards and Quality and all Laws including but not limited to Laws governing corporations, workplace health and safety, environmental protection, processing and handling food, food safety and sanitation, road and transport, biosecurity and customs and export;<\/li>\n<li>the Goods have been packaged, labelled and packed in accordance with all Applicable Standards and Quality requirements;<\/li>\n<li>it has provided or will provide InterAgri, in a timely manner, any and all information and documentation required by InterAgri in order to perform its obligations under the Sale Contract entered into with a third party or otherwise required by InterAgri to export, sell, supply or use the Goods and all such information or documentation is accurate and complete, including without limitation the VGM;<\/li>\n<li>The VGM has been determined in accordance with the SOLAS VGM Australian Procedure;<\/li>\n<li>it is not and will not breach any contractual rights or infringe upon any third party&#8217;s intellectual property rights or other proprietary rights;<\/li>\n<li>it has in place, and will maintain quality assurance and risk management systems appropriate for the nature of the Goods and in accordance with accepted industry standards and shall at all times comply with or exceed the accepted industry standards in regards to sanitation and health;<\/li>\n<li>it shall maintain all and any records relating to the Goods which may be required as evidence of the Specification, or any matter related to the Applicable Standards and Quality which might reasonably be required by a Government Agency or by InterAgri;<\/li>\n<li>it will keep confidential all Confidential Information disclosed to it or made available to it by InterAgri; and<\/li>\n<li>where the Export Destination of the Goods is either the USA or Canada the Seller warrants that the Goods will pass Canadian or USA customs and quarantine inspections at port of entry and\/or Interior USA or Canada controls and warrants that the Goods are of the Applicable Standards and Quality to ensure that the Goods will not be rejected or condemned or otherwise prevented from supply and distribution in the USA or Canada, (whichever is the applicable Export Destination of the Goods).<\/li>\n<\/ul>\n<h2 class=\"number\">4.<\/h2>\n<h2>Price<\/h2>\n<ul>\n<li>The Price of the Goods is fixed in accordance with the Price listed on the Purchase Confirmation and is not subject to increases unless specified in an Additional Condition agreed between the parties.<\/li>\n<li>The Price on the Purchase Confirmation is the total Price for the supply and delivery of the Goods in accordance with these Terms and the Purchase Confirmation. The Seller is liable for all expenses, charges, costs, fees, increases, or Claims that may be incurred by or against the Seller in connection to the supply of the Goods.<\/li>\n<\/ul>\n<h2 class=\"number\">5.<\/h2>\n<h2>Delivery and terms of trade<\/h2>\n<h3 class=\"number\">5.1<\/h3>\n<h3>Delivery terms<\/h3>\n<ul>\n<li>Unless otherwise specified in the Purchase Confirmation, delivery shall be in accordance with the &#8216;Free on Board&#8217; (FOB) Incoterms rule (Incoterms\u00ae 2010).<\/li>\n<li>The port of shipment, the loading point, and time for delivery shall be specified in the Purchase Confirmation or if none is specified, shall be as directed by InterAgri.<\/li>\n<\/ul>\n<h3 class=\"number\">5.2<\/h3>\n<h3>Delivery time<\/h3>\n<ul>\n<li>Unless agreed in writing between the parties, the seller must, at its own expense and in accordance with the ordinary practice of the port of shipment, do all things necessary to deliver the Goods FOB (or as required in accordance with the Incoterms rule specified in the Purchase Order) (Incoterms\u00ae 2010), at the specified time and do all things necessary to clear the Goods for export.<\/li>\n<li>Upon demand by InterAgri, the Seller shall promptly pay any and all Claims arising in connection with delayed delivery, including loss of profit.<\/li>\n<\/ul>\n<h3 class=\"number\">5.3<\/h3>\n<h3>Proof of delivery<\/h3>\n<p>The Seller must provide InterAgri proof of delivery, and all other transport and shipping documents required by InterAgri, including a commercial invoice.<\/p>\n<h3 class=\"number\">5.4<\/h3>\n<h3>Title and risk<\/h3>\n<ul>\n<li>Legal and equitable title in the in Goods shall pass to InterAgri upon delivery.<\/li>\n<li>InterAgri is not deemed to have accepted the Goods upon taking delivery.<\/li>\n<\/ul>\n<h2 class=\"number\">6.<\/h2>\n<h2>Payment<\/h2>\n<ul>\n<li>InterAgri will pay the Seller the Price in accordance with the Purchase Confirmation and subject to receipt of the proof of delivery, a commercial invoice, and all other documentation required by InterAgri.<\/li>\n<li>The Seller must issue a written tax invoice to InterAgri in the format specified by InterAgri. InterAgri is entitled to set off from any such invoice any Claim or set-off InterAgri may claim against the Seller under the Agreement.<\/li>\n<\/ul>\n<h2 class=\"number\">7.<\/h2>\n<h2>Inspection and rejection of the Goods<\/h2>\n<h3 class=\"number\">7.1<\/h3>\n<h3>Inspection<\/h3>\n<p>Subject to InterAgri providing the Seller with reasonable written notice, the Seller will permit InterAgri, and its agents, to have reasonable access to the Seller\u2019s premises during normal office hours for the purpose of inspecting the Goods or doing anything reasonably necessary to determine the Seller&#8217;s compliance with Applicable Standards and Quality.<\/p>\n<h3 class=\"number\">7.2<\/h3>\n<h3>Rejection of the Goods<\/h3>\n<ul>\n<li>InterAgri may reject the Goods and\/or cancel the Purchase Confirmation at any time if it is satisfied that:\n<ol>\n<li>the Goods are not as described in the Purchase Confirmation, which is to be determined by InterAgri in its sole discretion;<\/li>\n<li>the Goods, or the Seller, do not meet the Applicable Standards and Quality;<\/li>\n<li>the Goods are not delivered in accordance with the Agreement;<\/li>\n<li>there is a Material Breach of the Agreement; or<\/li>\n<li>at any time of the Goods are rejected by the health authorities or any other Government Agency at the Export Destination or other port of entry or transit, as a result of microbiological, chemical or biological testing, or a failure to satisfy any other requirement of the Applicable Standards and Quality.<\/li>\n<\/ol>\n<\/li>\n<li>If InterAgri rejects the Goods or cancels the Purchase Confirmation in accordance with clause 7.2, the Seller is liable for any costs arising in connection with the Goods including the cost of inspections, storage, handling, transport and disposal of the Goods.<\/li>\n<\/ul>\n<h2 class=\"number\">8.<\/h2>\n<h2>Termination<\/h2>\n<h3 class=\"number\">8.1<\/h3>\n<h3>Termination for convenience<\/h3>\n<ul>\n<li>InterAgri may terminate the Agreement at any time, at its sole discretion, without providing a reason, upon 30 days written notice (<strong>Termination Notice<\/strong>) to the Seller.<\/li>\n<li>If InterAgri provides a Termination Notice to the Seller in accordance with clause 8.1 after a Purchase Confirmation has been accepted and before all of the Goods are delivered, the Seller shall be entitled to payment for the portion of Goods delivered on a pro rata basis and reimbursement of reasonable costs and expenses that the Seller has incurred in respect of Goods not yet delivered to InterAgri.<\/li>\n<\/ul>\n<p>&nbsp;<\/p>\n<h3 class=\"number\">8.2<\/h3>\n<h3>Termination for Material Breach<\/h3>\n<ul>\n<li>For the purposes of this clause 8.2 a Material Breach means:\n<ol>\n<li>a failure by the seller to supply the Goods, of the Applicable Standards and Quality, acceptable to InterAgri, and on time, in accordance with the Purchase Confirmation;<\/li>\n<li>an insolvency event; or<\/li>\n<li>a breach by the Seller of any of the Seller Warranties.<\/li>\n<\/ol>\n<\/li>\n<li>In the event that the Seller is in Material Breach of the Agreement, InterAgri may:\n<ol>\n<li>terminate the Agreement and\/or cancel a Purchase Confirmation for undelivered Goods; or<\/li>\n<li>issue the Seller a notice to rectify the breach within a certain period.<\/li>\n<\/ol>\n<\/li>\n<li>Termination under this clause 8.2 shall be effective immediately upon notice to the Seller and will not affect any other rights available to InterAgri.<\/li>\n<\/ul>\n<h2 class=\"number\">9.<\/h2>\n<h2>Insurance<\/h2>\n<ul>\n<li>The Seller must maintain policies of insurance with a reputable insurer including but not limited to;\n<ol>\n<li>public liability insurance;<\/li>\n<li>product liability insurance;<\/li>\n<li>Rejection Insurance; and<\/li>\n<li>any other insurance policies specified in the Purchase Confirmation or ordinarily required in accordance with any applicable Incoterms (Incoterms \u00ae 2010) specified in the Purchase Confirmation.<\/li>\n<\/ol>\n<\/li>\n<li>Upon request by InterAgri, the Seller must within 2 days of a request, provide a certificate of currency for any insurance policy that the Seller is required to maintain in accordance with this clause.<\/li>\n<\/ul>\n<h2 class=\"number\">10.<\/h2>\n<h2>Limitation of liability<\/h2>\n<ul>\n<li>InterAgri is not liable to the Seller in any circumstances whatsoever for Consequential Loss.<\/li>\n<li>Notwithstanding any other provision of the Agreement or any other term otherwise agreed between the parties, and except to the extent that liability cannot be limited or excluded, the total aggregate liability of InterAgri whether arising under or in connection with this Agreement, or the performance or non-performance of anything incidental to this Agreement, is limited to the Price of the Purchase Confirmation in respect of which the liability has arisen.<\/li>\n<\/ul>\n<h2 class=\"number\">11.<\/h2>\n<h2>Indemnities<\/h2>\n<p>The Seller indemnifies and shall keep indemnified InterAgri in respect of any Claim by or Loss suffered by any third party in respect of damage, death or injury in any way attributable to the Goods, and for any and all Loss incurred or suffered by InterAgri, the Seller or a third party arising in connection with:<\/p>\n<ul>\n<li>delayed delivery of the Goods by the Seller;<\/li>\n<li>any breach of the Seller Warranties;<\/li>\n<li>negligent, wilful or unlawful acts or omissions of the Seller in connection with the Agreement;<\/li>\n<li>breach of the Agreement, by the Seller or a failure by the Seller to perform any of its obligations in accordance with the Agreement;<\/li>\n<li>failure to provide documents required by InterAgri or providing incomplete or inaccurate documentation to InterAgri or failing to maintain records required to be maintained under the Agreement or by Law;<\/li>\n<li>any failure arising in connection with the packing, loading, storage or handling of the Goods, including the container weighing and verification processes;<\/li>\n<li>failure to supply the Goods, including handling, packing, transporting, unloading or loading with due care, skill and diligence so as to avoid damage to any property, premises or the Goods;<\/li>\n<li>any matter relating the Seller&#8217;s or third parties&#8217; operations or premises or compliance obligations, including those in respect of accreditation, permits, licences, authorisations, an Approved Arrangement or similar that in any way impact on the Goods, use of the Goods, the Sale Contract or the intended purpose of the Goods.<\/li>\n<\/ul>\n<h2 class=\"number\">12.<\/h2>\n<h2>Disputes<\/h2>\n<ul>\n<li>The parties agree to use reasonable endeavours to resolve any dispute through negotiation between the parties.<\/li>\n<li>In the event that a party provides the other a written notice of a dispute, and the dispute cannot be resolved by negotiation between the parties, either party may refer the dispute for mediation through the Australian Commercial Disputes Centre (ACDC) in accordance with the ACDC Mediation Rules.<\/li>\n<li>The costs of mediation are to be borne equally between the parties.<\/li>\n<li>If the dispute has not been settled within 30 days following mediation either party may issue legal proceedings.<\/li>\n<\/ul>\n<h2 class=\"number\">13.<\/h2>\n<h2>Force Majeure<\/h2>\n<ul>\n<li>Where a Force Majeure Event prevents or hinders the Seller from supplying the Goods in accordance with the Agreement the Seller must immediately notify InterAgri of the Force Majeure Event and the anticipated impact on the Seller&#8217;s supply of the Goods.<\/li>\n<li>InterAgri may upon receipt of a notice of a Force Majeure Event seek alternative supply of the Goods.<\/li>\n<li>If a Force Majeure Event continues for a period of more than 30 days InterAgri may terminate the Agreement by written notice to the Seller without liability for breach of the Agreement.<\/li>\n<\/ul>\n<h2 class=\"number\">14.<\/h2>\n<h2>GST<\/h2>\n<p>Unless otherwise provided in this Agreement, the Price and any other amounts (including any monetary or non-monetary consideration required to be provided under this agreement) are inclusive of GST.<\/p>\n<h2 class=\"number\">15.<\/h2>\n<h2>General provisions<\/h2>\n<h3 class=\"number\">15.1<\/h3>\n<h3>Further assurances<\/h3>\n<p>Each party must promptly do all things necessary in order to give effect to this Agreement, including executing and delivering documents.<\/p>\n<h3 class=\"number\">15.2<\/h3>\n<h3>Severability<\/h3>\n<p>If a provision in these Terms is unenforceable or invalid in any jurisdiction, it will be ineffective in that jurisdiction to the extent that it is unenforceable or invalid. No provision in these Terms will otherwise be affected in any jurisdiction.<\/p>\n<h3 class=\"number\">15.3<\/h3>\n<h3>Counterparts<\/h3>\n<p>The Agreement may be executed in counterparts. Such counterparts, taken together, will be deemed to constitute the one agreement.<\/p>\n<h3 class=\"number\">15.4<\/h3>\n<h3>No assignment<\/h3>\n<p>Unless otherwise agreed in writing between the parties, a party is not capable of assigning, novating or encumbering any right or liability under the Agreement without the prior written consent of each other party.<\/p>\n<h3 class=\"number\">15.5<\/h3>\n<h3>No merger<\/h3>\n<p>Unless otherwise agreed in writing between the parties the rights and obligations of the parties under the Agreement do not merge on completion and will survive after completion.<\/p>\n<h3 class=\"number\">15.6<\/h3>\n<h3>Relationship of parties<\/h3>\n<p>Unless otherwise agreed in writing between the parties, no party is authorised to bind another party and nothing in these Terms is to be construed as creating an employment, agency, partnership, fiduciary or joint venture relationship between the parties.<\/p>\n<h3 class=\"number\">15.7<\/h3>\n<h3>Remedies<\/h3>\n<p>The rights and powers under the Agreement are in addition to, and do not exclude or limit, any right or power provided by Law or equity.<\/p>\n<h3 class=\"number\">15.8<\/h3>\n<h3>Waivers<\/h3>\n<p>A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver. Any failure or delay by any party to exercise any power or right or rely on a remedy under the Agreement does not operate as a waiver of that power, right or remedy.<\/p>\n<h2 class=\"number\">16.<\/h2>\n<h2>Governing law and jurisdiction<\/h2>\n<h3 class=\"number\">16.1<\/h3>\n<h3>Governing law<\/h3>\n<p>The laws of Victoria govern these Terms and the Agreement.<\/p>\n<h3 class=\"number\">16.2<\/h3>\n<h3>Jurisdiction<\/h3>\n<p>Each party submits to the exclusive jurisdiction of the courts exercising jurisdiction in Victoria and waives any right to claim that those courts are an inconvenient forum.<\/p>\n","protected":false},"excerpt":{"rendered":"<p>1. Definitions and interpretation 1.1 Definitions The following definitions apply in this agreement, unless the context requires otherwise: Additional Conditions means any conditions of sale which are in addition to these Terms, which may apply to a single or multiple Purchase Confirmation\/s as agreed between the parties and evidenced in writing. Agreement has the meaning [&hellip;]<\/p>\n","protected":false},"author":3,"featured_media":0,"parent":661,"menu_order":0,"comment_status":"closed","ping_status":"closed","template":"","meta":{"footnotes":""},"class_list":["post-861","page","type-page","status-publish","hentry"],"acf":[],"_links":{"self":[{"href":"https:\/\/interagri.com.au\/hi\/wp-json\/wp\/v2\/pages\/861","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/interagri.com.au\/hi\/wp-json\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/interagri.com.au\/hi\/wp-json\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/interagri.com.au\/hi\/wp-json\/wp\/v2\/users\/3"}],"replies":[{"embeddable":true,"href":"https:\/\/interagri.com.au\/hi\/wp-json\/wp\/v2\/comments?post=861"}],"version-history":[{"count":0,"href":"https:\/\/interagri.com.au\/hi\/wp-json\/wp\/v2\/pages\/861\/revisions"}],"up":[{"embeddable":true,"href":"https:\/\/interagri.com.au\/hi\/wp-json\/wp\/v2\/pages\/661"}],"wp:attachment":[{"href":"https:\/\/interagri.com.au\/hi\/wp-json\/wp\/v2\/media?parent=861"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}