Smart Finance

1. These terms and conditions (Smart Finance Terms), together with the Fonterra Farm Source Terms of Supply of Goods and Services (Terms of Supply), contain the terms and conditions on which you have agreed to borrow the Smart Finance from us. For full details visit: nzfarmsource.co.nz/termsofsupply

2. To the extent there is any inconsistency between these Smart Finance Terms and the Terms of Supply, these Smart Finance Terms will prevail.

3. Any terms defined in these Smart Finance Terms have the meanings given to them in the Terms of Supply except where these Smart Finance Terms expressly provide otherwise. "Eligible Goods" means specific goods or services on offer from Farm Source or Partnering Companies from time to time as prescribed by Farm Source; "Smart Finance" means the amount of finance (as set out in the Particulars Table above) made available to you to purchase the Eligible Goods; "Interest Rate" means the interest rate set out in the Particulars Table above; "Outstanding Balance" means the difference between the total value of the Smart Finance and all amounts paid by you; and "Repayment Due Date(s)" means the date(s) for repayments as set out in the Particulars Table above.

4. THE CONTRACT

4.1 On agreement by you to accept these Smart Finance Terms or by purchasing Goods from us or a Partnering Company, each transaction will form a legal contract between you and us.

4.2 You authorise us to pay amounts you owe Partnering Companies on your behalf and we will then charge that Smart Finance to a separate Farm Source Account under your name.

5. CONDITIONS OF ELIGIBILITY

5.1 To be eligible to apply for this Smart Finance, you must meet each of the following conditions:

(a) you must be an existing Farm Source Account Holder; (b) you must supply milk to Fonterra and have legal entitlement to milk payments; (c) the proceeds of the Smart Finance must be applied towards

Eligible Goods from a Partnering Company or Farm Source as prescribed by Farm Source from time to time.

5.2 If you cease to comply with any of the conditions in clause 5.1, the Outstanding Balance of your Smart Finance account will become immediately due and payable.

5.3 Applicants will be assessed on a first come, first served basis.

6. TERMS NOT APPLICABLE

For the purposes of these Smart Finance Terms, the following clauses of the Terms of Supply do not apply: clauses 6 (Credit limit), 7.1 (Payment), 12 (Security), 19 (Livestock Additional Terms), and 20 (Bulk Dry Supplements Additional Terms).

7. FINANCE

You are limited to one Smart Finance application per Account Holder up to the value of $80,000 at any one time.

8. PAYMENT

8.1 You must:

(a) repay the Outstanding Balance in full by the final Repayment Due Date unless otherwise agreed in writing; and

(b) make the repayments on each Repayment Due Date as set out in the Particulars Table above (each a Repayment) unless otherwise agreed in writing. If a Repayment Due Date is not a business day, the payment must be made on the following business day.

8.2 The details of your Smart Finance, including Repayment amounts and Repayment Due Dates will appear on your Farm Source Account Statement, as a separate Farm Source Account.

8.3 You agree that, in addition to the other rights Fonterra may have under these Smart Finance Terms, we may deduct interest payments or Repayments from any money owed or payable to you by Fonterra Co-op Group Limited or any of its related companies, without prior notice or demand (including but not limited to milk payments).

8.4 You may elect to repay all or part of the Outstanding Balance at any time provided you pay all interest and other amounts owing in relation to the Smart Finance.

9. INTEREST

You must pay interest on the Outstanding Balance at the Interest Rate set out in the Particulars Table above.

10. SECURITY

10.1 You acknowledge that we may at any time register a financing statement on the Personal Property Securities Register against any goods purchased directly with the Smart Finance to protect our security interest in the goods.

10.2 You and each Guarantor hereby agree that Fonterra shall have a security interest in all present and after-acquired property held by you for all moneys (including interest) now, or at any time hereafter, owing or payable by you to Fonterra on your Farm Source Account (including the Smart Finance) whatsoever on the terms contained in the latest Auckland District Law Society General Security Agreement.

10.3 The security interests granted in this clause shall secure all obligations owed to us from time to time, presently or in the future.

10.4 You agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these Smart Finance Terms or the security interest created thereunder; and you waive your rights to:

a) receive a statement of account under section 116 of the PPSA;

b) receive notice of a proposal by Fonterra to retain any secured property under section 120(2) of the PPSA or object to any such proposal under section 121 of the PPSA;

c) be reimbursed for damage caused when Fonterra removes an accession under section 125 of the PPSA;

d) receive notice of the removal of an accession under section 129 of the PPSA;

e) apply to the court for an order concerning the removal of an accession under section 131 of the PPSA; and

f) receive a copy of a verification statement under section 148 of the PPSA in respect of any financing statement or financing change statement registered by Fonterra in respect of any collateral.

10.5 You will not change your name or other details without first notifying us in writing at least 14 days before such change takes effect.

10.6 We may at our sole discretion register a security interest on behalf of a vendor when acting as agent but have no obligation to do.

11. ASSIGNMENT

We and our successors and assigns may in our absolute discretion, without the consent or notice to the Farm Source Account Holder, transfer or assign our rights or obligations under these Smart Finance Terms to any other person or entity.