Farm Source Customer Conditions

Supply of Goods and Services - Provision of Credit

The following terms and conditions ("Conditions") apply to all purchases of goods and services from us and any credit facilities we provide to you.

1. DEFINITIONS

For the purposes of these Conditions or otherwise:

"Account Application Form" means the Farm Source account application forms for a Farm Source Account or Card available on the Site.

"Account Holder" means the person or entity in whose name one or more Farm Source Account(s) is / are opened and is deemed to include each Guarantor. Where the context permits, "Account Holder" is deemed to include any director, agent, contractor, employee or representative of the Account Holder.

"Additional Cardholders" means any person or entity who is approved by us to have an additional Card linked to a Farm Source Account. If the Additional Cardholder is a natural person, he / she must be at least 18 years of age.

"BFS" means Bulk Feed Supplements and includes, but is not limited to, Palm Kernel Expeller, Biscuit Cereal Meal, Canola Meal, Kibbled Maize, Molasses and Molasses Xtra.

"BFS Orders" means the order form that is completed for the sale and purchase of BFS.

"Card" means any card that is issued to you and is linked to the Farm Source Account. It may include but is not limited to a Fuel Card, Farm Source Super Card or Farm Source Rewards Card.

"Cardholder" means the person who is named on the Card as the 'cardholder'.

"CCCFA" means the Credit Contracts and Consumer Finance Act 2003.

"Conditions" means these Conditions as amended from time to time in accordance with clause 2.2.

"Credit Limit" means the credit limit from time to time specified by us in our absolute discretion.

"Default Interest" means the default interest rate shown on your Statement.

"Delivery Point" means any delivery address specified by you in writing when placing an Order or any address otherwise notified to us by you and agreed to by us.

"Direct Supply Goods" means Goods that are delivered to you direct from the manufacturer or distributor. Direct Supply Goods include, but are not limited to, bulk fertiliser and bulk fuel supplies.

"Farm Source Account" means any credit account created in accordance with these Conditions.

"Farm Source Purchase Order" means a document issued by us containing a request for Goods to a third party merchant.

"Fonterra Supplier" means a Farm Source Account that is linked to a farm which supplies milk to Fonterra.

"Goods" means any goods or services that you have ordered or purchased from us, or we provide to you.

"Guarantor" means each guarantor named in the Account Application Form and any other person or entity who gives a guarantee to us, and where the context permits, includes any agent, contractor, director, employee or representative of the Guarantor.

"Credit Summary" means the Credit Summary that we have provided to you with these Conditions.

"Order" means any offer or request by you to purchase Goods from us, including any Order placed on the Site.

"Partnering Companies" means any company or person that you have authorised us to pay on your behalf.

"PPSA" means the Personal Property Securities Act 1999.

"Sales Order" means purchases of Goods by you from a third party merchant using a Farm Source Purchase Order.

"Statement" means the monthly transaction record of transactions on your Farm Source Account.

"Site" means any website operated by us and includes www.RD1.co.nz, www.RD1.com, and "nzfarmsource.co.nz".

"third party" includes any agent or contractor of us or of any of our related bodies corporate, and any person engaged by us, in the creation, provision or maintenance of the Site or in the fulfillment of Orders made through the Site.

"We", "our" or "us" means any and all of:

1. RD1 Limited;
2. RD1 Limited's successors;
3. RD1 Limited acting in its capacity as a selling agent for any principal;
4. RD1 Limited acting for approved merchants;
5. Any other company which is related to any company specified above in the manner provided in section 2(3) of the Companies Act 1993; and
6. RD1 Limited trading as Farm Source, New Zealand Farm Source or NZ Farm Source.

"You" or "your" means the purchaser or intending purchaser of the Goods from us, the Account Holder, any person signing, agreeing to or completing the Account Application Form and / or Credit Summary on behalf of the Account Holder, the Cardholder and any Additional Cardholders and includes any agent, contractor or representative of them.

2. THE CONTRACT

2.1 You agree to accept and be legally bound by these Conditions, the Returns Policy and our Privacy Policy. Each transaction where you apply for a Farm Source Account, use your Farm Source Account, or purchase Goods from us, will form a legal contract between you and us.

2.2 At all times your transactions with us are governed by these Conditions. The Conditions may be varied from time to time by us if in our discretion we consider the variation is necessary or prudent to enable us to comply with any law or directive. Such revisions will be notified to you in writing at least 14 days before they become effective. By continuing to use your Farm Source Account or placing any Order after 14 days of such variation being notified to you, you agree to be bound by these Conditions as revised. Any changes to these Conditions will apply to any Order you place from the effective date of the change. You agree to receive email notification of the amendments from us or a third party.

2.3 Acceptance of these Conditions, including any updated terms (by any method), does not release, limit or otherwise alter any prior personal guarantee or security granted.

2.4 You acknowledge and agree that both you and us have or will accept these Conditions electronically, and consent to accept electronically these Conditions, the Direct Debit Authorisation, and the privacy consent under clause 22.

2.5 Where you are not an individual or authorise another person or other persons to operate the Farm Source Account, it is your responsibility to ensure that such persons comply with these Conditions.

2.6 Where you are applying for a Farm Source Account or Card, you warrant that you are the Account Holder. You must not authorise another person to do this on your behalf.

2.7 You consent to receive disclosure, notices and other communications from us in electronic form, whether by means of publication on the Site, email or other electronic communication.

3. GUESTS, REGISTERED USERS AND FARM SOURCE ACCOUNTS

3.1 You may access or use the Site as a 'guest' or as a registered user 'member'.

3.2 To become a member of the Site, you must upon request provide your name and address, telephone number, a valid email address and nominate a password. If you do not provide accurate and complete details we may not be able to activate your membership or supply products to you. You agree to keep your membership details current at all times by accessing your account via the Site or by contacting our Customer Service Team on 0800 731 266.

3.3 You will receive an email from us immediately after you create your membership account. If you have not received such an email within 24 hours, please contact our Customer Service Team on 0800 731 266.

3.4 We only permit one membership registration per email address.

3.5 You must not use another member's account.

3.6 You must keep your password secure and you are responsible for any activity on your account. You agree to notify us immediately if you become aware of any security breach or any unauthorised use of your password or account.

3.7 If you forget your password you may click on the relevant link located on the Site and we will email you a new password, or you may contact our Customer Support Centre on 0800 731 266.

3.8 We reserve the right to terminate a member's account immediately without notice for any reason (including where we suspect the member has breached these Conditions). On notification of cancellation, the Farm Source Account Holder must immediately pay the outstanding balance and any other reasonable costs that we have incurred in respect of the Farm Source Account.

3.9 We may allow members of the Site to open and hold a Farm Source Account. A Farm Source Account provides the Account Holder with an account against which authorised transactions can be charged.

3.10 You authorise us to pay amounts that you owe Partnering Companies on your behalf and we will then charge that amount to your Farm Source Account. You remain bound by the Partnering Companies' terms and conditions and any disputes you have will be with the Partnering Companies. We will have no liability in respect of any payments made to Partnering Companies on your behalf.

3.11 We may impose such fees and charges as specified in the Credit Summary and, with proper notice, any Statement and such fees and charges (if any) will be debited to the Account Holder's Farm Source Account.

3.12 The Account Holder is liable for all transaction costs, fees and charges charged to the Farm Source Account.

3.13 If the CCCFA applies, you may cancel your Farm Source Account by giving us written notice within:

• (a) 5 working days of the date you receive the Credit Summary if it is given to you in person;
• (b) 7 working days after the Credit Summary is sent to you by electronic means (for example, by email); or
• (c) 9 working days after the Credit Summary is sent to you by post.

If the CCCFA does not apply, you may cancel your Farm Source Account by giving us written notice within 5 working days of the date your Farm Source Account is created.

If you cancel your Farm Source Account, we may charge you any reasonable expenses we incur in connection with the cancellation.

4. ORDERS AND DELIVERY

4.1 We are under no obligation to accept all or any of your Orders.

4.2 All Orders must be either paid for on the date specified by us or be charged to your Farm Source Account.

4.3 You must pay all delivery and insurance charges (if any) related to your Order.

4.4 We may, at your request, arrange delivery of your Order by other means or at other times but you will be required to pay for any additional costs we incur.

4.5 Orders will be delivered to the Delivery Point, if specified. We shall be entitled to assume that any person accepting delivery of the Goods is authorised to do so on your behalf.

4.6 If your Order includes Direct Supply Goods, we may increase the contract price to take into account any additional costs we incur in relation to them after the date of your Order.

4.7 We may at our discretion issue you with a Farm Source Purchase Order which enables you to purchase Goods from a third-party merchant and for the costs of the Goods to be charged to your Farm Source Account.

4.8 We will not receipt into our inventory, goods purchased via Sales Orders. We will however send you a tax invoice for the Goods which shall be paid by you in accordance with these Conditions.

4.9 Any warranty issue or claim in relation to Sales Orders shall be between you and the third-party merchant. We are not liable for any Goods obtained from a third-party merchant under the Sales Orders.

4.10 Any cancellation of any Order will be at our discretion and, in the event of such cancellation, we will notify you and will refund to you all valid payments received by us for those Goods.

4.11 If any Orders that we have accepted are unable to be fulfilled we will notify you and will refund to you all valid payments received by us for those Goods.

5. STATEMENTS

5.1 If you are a Farm Source Account Holder, we will issue you with a Statement following the close of each calendar month. The Statement will provide details of all transactions during the month and the amount and timing of your next payment. If there has been no activity on the account in that month, a Statement will not be issued.

5.2 You are responsible for checking the Statement to ensure purchases are correct. Any disputed or unauthorised transactions appearing on the Statement must be notified to us within 10 days from the Statement date. If no notice is received within 10 days the transactions will be deemed to be correct. We reserve the right to reject any claim of error at our discretion.

6. CREDIT LIMITS

6.1 You will be advised of the Credit Limit for your Farm Source Account and any Cards linked to the Farm Source Account. You can make a request to us to change any of your Credit Limits.

6.2 The Credit Limit for any Card will form part of the total Credit Limit for the Farm Source Account to which the Card is linked and will not be a separate Credit Limit.

6.3 The outstanding balance of a Farm Source Account shall not exceed the Credit Limit without our prior written approval. If at any time, the Farm Source Account balance exceeds the Credit Limit, the amount in excess of the Credit Limit will be immediately due and payable. Any such excess does not constitute approval from us as to an increase in the Credit Limit.

6.4 The Credit Limit may be increased, decreased or cancelled at the sole discretion of us. Any such variation or cancellation must be notified to you in writing within 14 days.

7. PAYMENT

7.1 Subject to clause 7.5, if you are a Farm Source Account Holder you must pay to us the amount in the Statement by the 20th of the month following the date of the Statement, without any set-off, deduction or counter-claim.

7.2 If you are not a Farm Source Account Holder, Cardholder, or Additional Cardholder you must pay us immediately for the Goods without any set-off, deduction or counter-claim.

7.3 Payment made by credit card may incur a processing fee of 2% of the payment amount (to cover our bank charges), or such other amount as shown on your Statement as is reasonably necessary to cover our bank charges. The Site employs the latest in Secure Sockets Layer technology from the DPS secure payment gateway to secure our payment systems. To the extent permitted by law, we will not be responsible for any damages or consequential losses (whether direct or indirect) suffered by you where a credit card or DPS account is fraudulently used or is used in an unauthorised manner. If there is a problem with your payment (for example, if your credit card transaction is declined), we may contact you to make alternative payment arrangements. You will be liable for all debt collection costs reasonably incurred by us where you fail to make payment for any order when payment is due.

7.4 We may deduct payments which are required to be paid to us, including those payments we facilitate for third party merchants, from any money owed to you by Fonterra Co-operative Group Limited or any of its related companies.

7.5 Notwithstanding clause 7.1, the outstanding balance of a Farm Source Account is repayable on demand or, failing demand, on expiry, cancellation or withdrawal of the Farm Source Account.

7.6 When we make payment to suppliers for Goods you have purchased, we may receive a rebate, commission or fee from the supplier for providing marketing and billing services.

7.7 When we are acting as an agent, or facilitating payment of a third-party account, we may receive a commission and / or an administration / marketing rebate from the vendor and / or the purchaser.

7.8 From time to time we may offer certain pricing promotions or discounts in relation to the supply of Goods and Services and these are provided at our absolute discretion. We reserve the right to amend such pricing promotions or discounts or withdraw them at any time in our sole discretion upon reasonable notice to you.

7.9 We are unable to accept any gift card as a payment option for any online Order. Please visit your local Farm Source store to redeem a gift card.

8. OVERDUE PAYMENTS

8.1 You must pay Default Interest on overdue amounts. We may change the rate of Default Interest from time to time and we will advise you of any change prior to it becoming effective.

8.2 You must immediately pay all reasonable costs (including legal costs on a solicitor-client basis) properly incurred in collecting or attempting to collect your overdue payments and any reasonable costs properly incurred by us due to your breach of these Conditions.

8.3 We can reverse any discounts or rebates obtained by you if payments are overdue.

9. UNFORESEEN HARDSHIP

9.1 If the CCCFA applies and you are an Account Holder or Cardholder who is unable to meet your obligations under these Conditions in respect of your Farm Source Account, you can apply to change those terms by writing to us specifying the reason for your inability to meet your obligations under these Conditions. There may be extra requirements you will need to meet if:

• (a) you have already missed some of your repayments;
• (b) we have already sent you a notice under the Property Law Act 2007 for payment; or
• (c) you have sent us a similar application in the recent past.

9.2 We may only be able to change the Conditions for you if we consider the changes you want are fair in light of the reason(s) you have provided to us.

10. CARDS

10.1 You may at our discretion be entitled to have a Card linked to your Farm Source Account. Only the Cardholder may use the Card.

10.2 You may also apply for Additional Cardholders to have a Card linked to your Farm Source Account.

10.3 The Cardholder and any Additional Cardholder in using the Card, agree to be bound by these Conditions.

10.4 The Account Holder will be liable for the Cardholder's, any Additional Cardholder's or any other person's use of a Card as if the Account Holder had used it personally.

10.5 If the Account Holder is a natural person (as that term is defined in the CCCFA), any Additional Cardholder is liable for any transactions effected on that Additional Cardholder's Card. If the Account Holder is not a natural person, any Additional Cardholder shall not be liable for any transactions effected on that Additional Cardholder's Card (noting the Account Holder's primary liability under clause 10.4).

10.6 The Cards are issued by us and remain the property of us, except for a Fuel Card which remains the property of the relevant issuing fuel company at all times. We control the use of the Cards and you are accountable to us for their use at all times.

10.7 Each Card will contain a unique card number, your Farm Source Account number, your name and an expiry date. You must sign your Card.

10.8 You must load a Personal Identification Number ("PIN") onto each Card. You must keep this confidential. If you enter the incorrect PIN three consecutive times the Card will be automatically locked and unavailable for 24 hours. Your Card will be automatically be reset after 24 hours.

10.9 When using the Card you must either use a PIN or sign for the purchase. By doing this you are authorising the purchase and the purchase will be charged to your Farm Source Account. You are responsible for making sure the correct sale amount is entered.

10.10 Cards will only be accepted by participating merchants and fuel outlets in New Zealand. You cannot cancel a transaction charged to your Card. We will not be liable for:

• (a) any failure of participating merchants to supply goods or services;
• (b) the refusal of any merchant to accept your Card or to decline payment by your Card; or
• (c) the quality or fitness for purpose of any of the Goods purchased using your Card.

10.11 Any claim must be made against the merchant with your proof of purchase.

10.12 You must contact us immediately if:

• (a) your Card is lost, stolen or in the possession of someone else;
• (b) you become aware that your PIN has become known to someone else; or
• (c) you become aware that your Card has been misused.

10.13 You are required to give all information and assistance to us regarding the loss or misuse of your Card to enable us to carry out an investigation if necessary. We may give this information to anyone assisting with the investigation. Until we receive notice, you are liable for any transactions on the Card.

10.14 We may cancel or suspend your right to use your Card at any time. Once notified of such action, you must immediately return your Card to us. You will be required to pay all outstanding amounts on your Farm Source Account immediately.

10.15 You may cancel or suspend your Card at any time by forwarding a written request to us, and having this approved.

11. OWNERSHIP

11.1 We will remain the owner of the Goods you purchase from us until all sums you owe us, for any reason, are paid in full in clear funds, even if you incorporate the Goods with other products (Unpaid Goods).

11.2 We can always enter premises where the Unpaid Goods are located (or we believe them to be located) and take possession of and/or remove them while we remain the owner (regardless of section 109 of the PPSA).

11.3 If you wish to resell any Unpaid Goods before you become the owner, you may do so only if the sale is genuine and made in the ordinary course of your business. You must then promptly account to us for the proceeds of the sale, and hold the proceeds in trust for us until you do so.

11.4 You acknowledge that these Conditions create a security interest as defined in the PPSA in favour of us in any Unpaid Goods and any proceeds of Unpaid Goods and any existing or future rights in relation to Unpaid Goods and that we may at any time register a financing statement on the Personal Property Securities Register to protect our security interest in Unpaid Goods.

11.5 You will not permit any security interest from any other party to subsist in relation to Unpaid Goods.

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

11.7 While we retain ownership of Unpaid Goods in your possession or under your control, you must properly store and secure the Unpaid Goods, and insure the Unpaid Goods for their full replacement value until the Unpaid Goods are sold pursuant to clause 11.3 above or consumed in the ordinary course of your business.

12. RISK

Except to the extent otherwise provided in these Conditions, any risk in the Goods (such as loss and damage) will pass to you on delivery.

13. SECURITY

13.1 In addition to the terms below, any security for your obligations to us may be recorded in your Credit Summary or in a separate security agreement, which will include the nature of the security and the terms and conditions applying to that security.

13.2 You and each Guarantor hereby agree to charge in favour of us all your present and after-acquired property on the terms contained in the latest Auckland District Law Society General Security Agreement.

13.3 You and each Guarantor(s) hereby agree to mortgage in favour of us all interests in land you own (whether now or in the future). The mortgage terms will be those contained in the Auckland District Law Society all obligations mortgage form.

13.4 You and each Guarantor hereby irrevocably appoint us and each of our directors (jointly and severally) to be your attorney to sign in your name and on your behalf any document required to effect registration of a mortgage against the title to any land.

13.5 You and each Guarantor(s) agree to, at your own cost, promptly do all the things required by us to:

• (a) perfect our title to, or other right or interest in, all or any part of the secured property listed above, including the registration of any mortgage;
• (b) to maintain, perfect, or otherwise give full effect to the security intended to be created under this document, and the priority of that security (including the making and maintaining of all registrations);
• (c) to facilitate the exercise of our rights under clause 13.8; and
• (d) otherwise enable us to obtain the full benefit of this document.

13.6 The securities granted in this clause shall secure all obligations owed to us from time to time, presently or in the future. The security is intended to be first ranking in priority, and is not released unless all other amounts owing to us have been finally repaid and we sign a formal release. You and each Guarantor(s) who gives us security may not give the same security to someone else unless we agree in writing. If we had not agreed and the security was given to someone else, then you will have breached these Conditions and we may ask you to repay any amount you owe to us.

13.7 Nothing in sections 114(1)(a), 120, 122, 133 or 134 of the PPSA apply. Your rights in sections 114(1)(a), 116, 120(2), 121, 125, 129, 131, 133, 134, and 148 of the PPSA do not apply unless we are the purchaser of the Goods. You waive your right under the PPSA to receive a copy of any verification statement or any financing change statement.

13.8 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 so.

13.9 If we exercise our rights under the security and recover an amount of money from the security, then you will still be responsible for paying any shortfall to us.

14. CONSUMER GUARANTEES ACT 1993

14.1 When you purchase Goods from us for business purposes (that is, not as a 'consumer' as defined in section 2 of the Consumer Guarantees Act 1993) then the guarantees and rights expressed or implied in the Consumer Guarantees Act 1993 in your favour do not apply to those Goods.

14.2 Where you purchase Goods from us as a consumer, nothing in these Conditions affects your rights under the Consumer Guarantees Act 1993, including any guarantees under that Act.

14.3 We do not provide any express guarantees (as that term is defined in the Consumer Guarantees Act 1993) other than those expressly confirmed in these Conditions.

15. WARRANTIES

15.1 All warranties, conditions or obligations imposed on us by statute at law, in equity or otherwise, are expressly excluded except to the extent that we cannot lawfully exclude them.

15.2 Except to the extent required by law, we give no representations or warranties as to the quality or condition of the Goods or that the Goods are fit for purpose.

15.3 You represent and warrant to us that:

• (a) the information provided by you is true and correct and there is no information that has not been disclosed to us that would make any information untrue, inaccurate or misleading; and
• (b) if you are a company, you can satisfy the solvency test in accordance with section 4 of the Companies Act 1993.

16. LIMITATION OF LIABILITY

16.1 We will not be liable for any direct, indirect, consequential or economic loss, cost, damage, loss of profits, loss of revenue, loss of goodwill, or loss of anticipated savings incurred by you in connection with any act or omission of ours or in relation to any error, omission or representation in any information provided to you.

16.2 To the extent permitted by law, we and each of our related bodies corporate exclude all liability to you or anyone else for loss or damage of any kind (however caused or arising) relating in any way to the Site including, but not limited to:

• (a) loss or damage you might suffer as a result of personal injury or property damage of any kind resulting from your access to, or use of, the Site;
• (b) any unauthorised access to or use of the Site's secure servers;
• (c) any interruption or cessation of transmission to or from the Site; and
• (d) any bugs, viruses, Trojan horses or other harmful code or communications which may be transmitted to or through the Site by any party other than us.

16.3 We will not be in breach of our obligations to you or be liable to you:

• (a) for failure to deliver by a specified date;
• (b) for loss caused by anything which is beyond our control (including you acting, or failing to act, on any information contained on or referred to on the Site); or
• (c) where we are refused a permit or permission to import the Goods.

16.4 Our liability to you for all claims (whether in contract, tort (including negligence), or by virtue of a breach of any statutory duty or otherwise) is otherwise limited to the lesser of:

• (a) the value of the Goods supplied by us and associated with your claim; or
• (b) subject to the rest of this clause 16, the damage or loss you actually incur or suffer.

16.5 We may, at our option and subject to the Returns Policy, either:

• (a) replace defective Goods; or
• (b) pay you the price you paid us for the defective Goods.

16.6 We will not however replace or pay for any defective Goods:

• (a) unless you:
  • (i) notify us of the defect within 14 days of delivery of the Goods to the Delivery Point; and
  • (ii) allow us to fully investigate your claim and, if requested, return a sample of the Goods to us for inspection; or
• (b) if you attempt to modify or repair the Goods.

16.7 You agree that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 are contracted out of where you are in 'trade' (as that term is defined in section 2 of the Fair Trading Act 1986) and the Goods are acquired by you in trade.

16.8 This clause will not apply to the extent that the law prohibits us from limiting our liability, nor to the extent that the liability we are seeking to limit is caused by our gross negligence, fraud or willful default.

17. DEFAULT AND CANCELLATION

17.1 You are in default if:

• (a) payment due from you to us is overdue;
• (b) you exceed the Credit Limit on your Farm Source Account or any Cards;
• (c) you, being a body corporate, go into or any action is taken for your (including the making of an application, the passing of a resolution and/or the making of an order) liquidation, receivership or voluntary administration;
• (d) any action is taken to institute insolvency or similar proceedings;
• (e) any money that you or any Guarantor(s) owe to us is not paid when due or you breach or are in default of any term of any other agreement you have with us;
• (f) you, being a person, become bankrupt; and/or
• (g) you breach any term of these Conditions or are in default of any of those terms.

17.2 If you are in default:

• (a) we shall be entitled to cancel all or part of your Orders accepted by us;
• (b) all amounts you owe us whether due for payment or not, will be immediately due and payable;
• (c) we may reclaim any Goods in your possession or control and dispose of them for our own benefit as we think fit;
• (d) you will be liable to us for all reasonably and properly incurred costs (including legal costs on a solicitor-client basis) and damages incurred as a result of the default; and
• (e) we may charge Default Interest.

18. DISPUTE RESOLUTION

18.1 If a dispute arises the disputing parties must first discuss the dispute and, in good faith, try and settle it.

18.2 If the CCCFA applies and you are not satisfied by the outcome, it is free to make a complaint to the below independent dispute resolution scheme:

• Name: Financial Dispute Resolution Service
  Address: Level 4, 142 Lambton Quay, Wellington 6011
  Phone: 0508 337 337
  Website: https://www.fdrs.org.nz

19. AGENCY

19.1 When acting as an agent, we will not be responsible or liable in any way for anything done or not done by or on behalf of the principal, including non-payment of any amount owed by the principal. We give no assurance as to the financial or other position of the principal.

19.2 When Goods are sold by us as agent, you acknowledge the terms of trade of the principal apply. You should obtain from the relevant principal's website, or ask the principal for, a copy of those terms of trade and read them before you place your Order.

20. BULK FEED SUPPLEMENTS ADDITIONAL TERMS

20.1 This clause applies, in addition to the rest of these Conditions, where the Goods supplied by us are BFS.

20.2 You agree to purchase the quantity of goods at the contract price set out in each BFS Order. The monthly volumes specified in the BFS Order are binding monthly volumes that you agree to purchase (not estimates).

20.3 We shall use reasonable endeavours to supply the BFS to you in the shipment period specified in the BFS Order. You may request us to delay the supply of the BFS if such a request is made to us at least 7 days prior to the date for final delivery. We may at our discretion grant such an extension but shall be entitled to charge you any additional costs incurred (directly or indirectly) as a result of that delay including (but not limited to) storage costs and forgone interest on the contract price.

20.4 In the event that you are not able to accept delivery of all or part of the BFS Order in the shipment period detailed in the BFS Order, we are not under any obligation to re-deliver the relevant BFS to you and may declare you in default for the BFS which was not delivered, unless you have extended the shipment period as detailed in the preceding clause. In the event of default by you under this clause (in addition to any other rights under these Conditions) we:

• (a) may charge you all storage, haulage, interest charges and other costs incurred due to your default; and
• (b) shall have the right to cancel all or part of the contract and resell the BFS which was not delivered.

20.5 If you fail to pay the contract price or any other amount payable to us on the due date for payment then without limiting in any way any of our other rights:

• (a) we shall be entitled to stop delivery of the BFS and you shall pay all costs and expenses incurred as from the due date for payment including all costs of storage and insurance; and
• (b) we shall have the right to cancel all or part of the contract and be entitled to sell the BFS at any time on such terms as we shall determine.

21. ONLINE PURCHASING PROVISIONS

21.1 You can Order Goods through the Site if you are over 18 years of age. Any Order or purchase made by you using the Site is an acknowledgement by you that you are over the age of eighteen (18) years, you accept these Conditions and agree that you have entered into a legal contract with us in relation to these Conditions. We reserve the right to take legal action and seek compensation for any loss or damage we may suffer as a result of a transaction entered into by a minor, from the parent or guardian of a minor who causes an Order to be placed.

21.2 Your access to and use of the Site is governed by these Conditions. By placing an Order you agree to be bound by, and comply with, these Terms of Supply.

21.3 All prices listed on the Site are in New Zealand dollars and are inclusive of GST where applicable. Prices may not include delivery and handling charges, or any costs associated with set-up or installation, which shall be your responsibility. We reserve the right to alter prices at any time for any reason, without notice to you, but once an Order is confirmed as accepted the price applying to the Order will not alter.

21.4 We will advertise each item of the Goods described on the Site ("Offer Goods") for sale until the date specified in the relevant New Zealand Farm Source catalogue, or if the Offer Goods have not been advertised in a New Zealand Farm Source catalogue, until such time as the Offer Goods are removed from the Site ("Offer Period"), for a price not greater than the price specified on this Site for that item ("Offer Price"), subject to these Conditions. Each published saving in respect of a product is by reference to the recommended retail price of the manufacturer or our normal ticketed price. Images of products shown without any advertised price beside that image are not offered for sale. Unless otherwise stated, any accessories or furnishings shown in any image of products are not included in the price.

21.5 The Site and the information on it constitute an invitation to treat and not an offer to sell or supply products. You and we may enter into a contract for the sale and supply of Goods by you making an Offer via the Site by:

• (a) placing an electronic Order using the Site;
• (b) confirming the Order in accordance with the procedure on the Site and this electronic instruction is recorded in our database and a record stored;
• (c) making payment by:
  • (i) instruction to charge to your Farm Source Account; or
  • (ii) payment via the DPS secure payment gateway facilities. Payments will be subject to any terms and conditions of the facility providers and you authorise us to debit the amount that is payable for an accepted Order from your nominated card; and

(d) our acceptance of the Offer. We will confirm electronically whether the Order is accepted. We may, in our sole and absolute discretion, accept or reject any offer made by you for any reason (or no reason), including an error in the advertised price for, or description of, the products on the website, or an error in your Order. We reserve the right to correct any errors.

21.6 We will provide you with a tax receipt for the Order. If your Order is not accepted then your payment will be refunded to you. If you have any questions regarding your Order you may contact the Customer Service Team on 0800 731 266. Please have your Order number available as displayed on the email confirmation.

21.7 You acknowledge that:

• (a) the transmission of your Order or the confirmation of any payment made through an electronic instruction may not be received by us for reasons beyond either party's control including, but not limited to, electronic failure, mechanical, software, computer, or telecommunications, or the omission or failure of third party website providers or systems;
• (b) to the extent permitted by law, we are not liable to you in any way for any loss or damage at all however caused, arising directly or indirectly in connection with the transmission of an electronic instruction through the Site, or any failure to receive an electronic instruction for whatever reason;
• (c) we may act on and process all completed electronic instructions transmitted or issued through the Site without further consent from or reference to you; and
• (d) we may treat an electronic instruction as authentic and are under no obligation to investigate the authenticity or authority of persons issuing or transmitting such electronic instructions, or to verify the accuracy and completeness of such electronic instructions.

21.8 Products may not be available for immediate collection or delivery. We endeavour to ensure that any representations made about stock availabilities are accurate to the last known stock level. You acknowledge that stock availabilities are subject to change. If we cannot supply a particular product, we will notify you by telephone or email as soon as possible. We will use our reasonable endeavours to deliver your Order within any stated timeframes for dispatch; however we do not warrant that these timeframes will always be met, as many factors may affect these timeframes. We cannot accept responsibility for delivery failures or delays by our third party delivery contractor. Other than in respect of a special order or out of stock item, if we give you notice that we will be unable to deliver your Order within three to five (3-5) business days of receipt of your Order due to lack of stock, you may cancel your Order without charge, and we will, upon request to the Customer Service Team, arrange for a full refund of any payment made by you for that Order to be processed.

21.9 Special order items are generally not held in stock and will be required to be ordered. You acknowledge and agree that your Order for any special order or out of stock item may take up to six (6) weeks to be delivered to you from the date you placed your Order. This timeframe is the average manufacturing lead time required by suppliers. We will contact you on or about acceptance of your Order to notify you of the indicative delivery date.

21.10 If you elect to collect the Order from one of our stores the relevant store will contact you when the Order is ready for collection. If you do not collect the Order within 21 days the Goods may be allocated to another customer and your Order will need to be reordered. Photo identification will be required to collect the Order.

21.11 If you elect to have the Order delivered you will need to advise a Delivery Point. The delivery address must be an address within New Zealand and cannot be a PO Box or a freight forwarding location. We will notify you of the anticipated delivery date for the Order. If you Order large or bulky items, we will contact you by telephone or email to arrange with you a suitable time for delivery. You must advise at the time you place your Order via the website, or later when you discuss delivery with us, of any difficulties that may be involved in the delivery (such as remote rural locations, restricted access, stairs or narrow entries). If you do not state the situation correctly and on arrival the delivery contractor deems it to be a difficult location you will be liable for any extra charges, including redelivery fees and the cost of an extra person to assist. We shall be entitled to assume that any person accepting delivery of the goods is authorised to do so on your behalf. If you wish to change the delivery date or delivery address you must let the Customer Service Team know at least 48 hours prior to the dispatch of your Order.

21.12 We may immediately suspend, terminate or limit your access to and use of the Site.

21.13 We may stop making the Site (or any part of it) available without prior notice. If so, any Orders that we have accepted will not be affected unless the Goods that have been ordered are no longer available or we are prevented from supplying the Goods, in which case we will notify you and will refund to you all valid payments received by us for those Goods.

22. USE OF INFORMATION AND PRIVACY

22.1 We will collect, hold, use and disclose your personal information in accordance with the Privacy Act 2020. We or our third parties may collect personal information directly from you when you register as a member of the Site, when you place an Order, or when you contact our Customer Service Team. Such personal information may include your name, residential or postal address, telephone number and email address.

22.2 You authorise us to collect, retain and use any information about you for the purpose of:

• (a) Providing Goods to you, managing your Farm Source Account or relating to your dealings with us and our related companies, including direct marketing or marketing research;
• (b) Communicating with other parties who provide services to us in relation to online shopping, or direct marketing or marketing research. These may include mailing houses, call centres, gateway providers, delivery service providers and organisations that assist us to check for or prevent unauthorised or fraudulent transactions; and
• (c) Communicating with credit reporting agencies, billing partners and other parties in relation to credit checking, credit enquiries, credit defaults and credit reporting. You acknowledge that the information provided to the credit reporting agencies may be disclosed to other parties undertaking credit checks. You also acknowledge and agree that it will be used to update and maintain credit information files and will be accessed by customers of the credit reporting agencies.

22.3 You authorise us to disclose any information obtained to any person for the purposes set out above.

22.4 If you are a natural person, the authorities under clauses 22.2 and 22.3 are consents for the purposes of the Privacy Act 2020.

22.5 You must provide us with true and correct information and must notify us of any change in circumstances which may affect the accuracy of the information provided.

22.6 All of your personal information will be held by Farm Source where it can be inspected and corrected by you.

22.7 We may transfer your personal information to others in countries outside New Zealand. We will only do this within the scope of the preceding clause.

22.8 You may access your personal information by logging into your registered Farm Source Account or by contacting us.

22.9 You agree that we and any of our third parties may use your email address to send you messages concerning your membership account, any Orders you place and information about the products sold via the website that we consider may be of interest to you. If you would prefer not to receive promotional or other material from us or our third parties, please let our Customer Service Team know. You also agree that we may contact you by telephone to arrange delivery or collection of your Order.

23. ASSIGNMENT

23.1 You shall not transfer or assign your rights, powers or obligations without our written consent. For the purpose of this clause a change in the effective management or control of the Farm Source Account Holder will be deemed as an assignment.

23.2 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 Conditions to any other person or entity. You agree that we may disclose to any potential assignee or transferee such information we consider necessary to help us exercise that right. You also agree that any assignee or transferee may use such information or documents for the purposes and in the same manner as us.

24. WAIVER AND REMEDIES

24.1 If we delay or do not exercise any of our rights or remedies under these Conditions or otherwise at law, that will not be a waiver of the right or remedy and will be without prejudice to any rights we have.

24.2 Any waiver or consent we give you must be in writing and will be effective only in the specific instance and for the specific purpose for which it is given.

25. SEVERABILITY

If part of these Conditions is deemed to be invalid, illegal or unenforceable, the remaining provisions will remain in full force and effect.

26. GOVERNING LAW

26.1 These Conditions will be governed by New Zealand law and you agree to submit to the non-exclusive jurisdiction of the New Zealand Courts.

26.2 The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

27. INDEMNITY

To the maximum extent permitted by law, you indemnify us against all damages, costs, losses (including loss of revenue, business goodwill, anticipated savings, and any other direct or indirect or consequential loss) or liabilities which may arise directly or indirectly in respect of the Goods or their use or operation by you, or where such loss or liability arose out of, in connection with or in respect of your conduct or breach of these Conditions.

28. FORCE MAJEURE

We will not be in breach of these Conditions and will not be liable to you for costs or delay attributable in whole or in part to action by any government or governmental agency or other external agency or event, including, without limitation, natural disaster or emergency, industrial action, civil disorder, equipment failure, banking or computer system disruption or interruption of power supplies or essential services, failure or disruption of postal deliveries, or any other event (whether similar to the foregoing or not) out of our control.

29. ENTIRE AGREEMENT

29.1 Subject to any other agreement entered into between you and us, these Conditions and the Credit Summary constitute the entire agreement and understanding between the parties and supersedes all prior discussions and agreements covering the subject matter of these Conditions and the Credit Summary.

29.2 These Conditions apply notwithstanding any provision to the contrary expressed or implied in any of your terms of trade or other documents.

29.3 To the extent of any inconsistency between these Conditions and any other agreement entered into between us and you (only where the agreement has been prepared by us), the specific terms of the other agreement will prevail.

30. NOTICES

30.1 You can give us a notice or a document by delivering it to us personally at our address specified in the Credit Summary or electronically by sending the notice or document to our e-mail address disclosed in the Credit Summary.

30.2 We can give you a notice by delivering it to you personally at your address specified in the Credit Summary or electronically by sending the notice or document to your e-mail address disclosed in the Credit Summary.

30.3 You acknowledge that by agreeing to receive notices or documents by electronic communication pursuant to clause 30.2 above that paper notices and documents may no longer be given by us and you should regularly check electronic communications for notices.

30.4 A notice or document takes effect from the time it is received unless another time is specified in it.

31. CCCFA

To the extent the CCCFA applies, if the CCCFA would otherwise make a provision of these Conditions or the Credit Summary illegal, void or unenforceable, or a provision of these Conditions or the Credit Summary would otherwise contravene a requirement of the CCCFA or impose an obligation or liability which is prohibited by the CCCFA, these Conditions and the Credit Summary is to be read as if that provision were varied (or omitted) to the extent necessary to comply with the CCCFA.

Last updated: 5 December 2024