1.    The Goods

DESCRIPTION: as specified in the Confirmation.

QUANTITY: as stated in the Confirmation and, at Seller's Option, may vary (more or less) by up to: (i) 12 metric tonnes where the stated quantity is 250 metric tonnes or less (ii) by up to 5% where the stated quantity is more than 250 metric tonnes: or (iii) if so stated, the variation may be to "nearest truckload"; "truckload" means a full legal load for a truck with a legal load carrying capacity of between 23 and 27 tonnes.

WEIGHT: weight determined by closest available registered destination weighbridge.

CHEMICAL AND PESTICIDES RESIDUES: Seller warrants that the Goods comply with all State and Federal laws and requirements relating to chemical and pesticide residues and specified government designated maximum residue levels.

2.    Delivery and Payment

DELIVERY: Delivery must be made during the period specified for delivery. Delivery may be made during that period at times and by loads chosen by Seller unless otherwise stated. Notwithstanding delivery, title to the Goods does not pass to Buyer until full payment of the Price is made to Seller but the Goods are at the risk of Buyer from the time of delivery so that Buyer's obligation to pay the Price is not affected by any loss or damage to Goods after delivery.

PAYMENT: Unless Buyer rejects the Goods on delivery Buyer is taken to have accepted the Goods and may not withhold payment and may not dispute the quality or quantity of the Goods. Buyer is only permitted to reject the Goods on delivery if they are not in accordance with the specification in the Contract.

TIME: The time specified for delivery and the time specified for payment are fundamental terms of the Contract and may not be extended without the express consent of Buyer and Seller.

TERMINATION FOR DEFAULT: In this clause, "Fundamental Default" means:

(a)    repudiation (including anticipatory breach); and

(b)     breach of a fundamental term of the Contract; without limiting the meaning in law of "fundamental term", the terms of the Contract as to delivery of the Goods, acceptance of the Goods and payment for the Goods are all fundamental terms. If the Goods are to be delivered by instalments default in delivery of some instalment(s) is not breach of a fundamental term if delivery in full is made by the latest date stated for delivery; and

(c)     an insolvency event affecting Buyer including, act of bankruptcy, ceasing to carry on business, suspension of the payment of debts, compromise or arrangement with creditors, attachment or sale of property for payment of debt, convening a meeting of creditors, appointment of administrator, manager, receiver or liquidator, failure to comply with a statutory demand, any step towards winding up.

In the event of Fundamental Default the party not in default may terminate the Contract by giving notice of termination to the other party.

In the event of Seller's Fundamental Default, Buyer, after giving notice of termination to Seller, may purchase substitute goods and claim damages from Seller including any loss on such purchase.

In the event of Buyer's Fundamental Default, Seller, after giving notice of termination to Buyer, may resell the Goods and claim damages from Buyer including any loss on such resale.

3.    Force Majeure

Neither Buyer nor Seller is liable in respect of a Force Majeure Event, being any act or occurrence as a result of which the party relying on the Force Majeure Event is prevented from or delayed in performing any of its obligations, other than a payment obligation, under the Contract, and which was beyond the reasonable control of that party, including (without limitation) occurrence of weather or other force of nature, industrial action and action or inaction by any Government Agency, but Seller may not rely on a Force Majeure Event in respect of crop failure or production risks affecting the production of the Goods.

4.    Dispute Resolution

DISPUTES: Unless the Buyer and Seller agree to refer a Dispute to GTA for mediation, any dispute must be referred to GTA for arbitration in accordance with GTA Arbitration Rules.

Neither Buyer nor Seller may bring any legal proceedings against the other in respect of ary Dispute prior to completion of GTA Arbitration. MEDIATION: If requested by the parties GTA may appoint a mediator, who may be a member of GTAor a person who in the opinion of GTA is capable of assisting in the resolution of the Dispute. Either party may withdraw from the mediation at any time.

In the event that the Dispute has not been resolved within 28 days from the date of the mediator's appointment, or such further period as agreed by the parties, the Dispute must be referred to GTA Arbitration. The costs of mediation are to be borne equally by Buyer and Seller. Any final agreement resolving a Dispute may be enforced by legal proceedings.

5.    General

NOTICES: A notice must be in writing, sent by email, facsimile transmission or by pre-paid post.

A notice received after 1700 hours on a Business Day is taken to have been received on the following Business Day.

A notice to a party's broker or agent is taken to be notice to that party. GOVERNING LAW: The Contract is governed by the laws in force in New South Wales.

6.    Goods and Services Tax (GST) Payable

In addition to the Price embodied in this Contract, the Purchaser of the Product must pay to the Seller of the Product the amount of an’ GST payable at the time of delivery as deemed by legislation. The GST will be payable by the Purchaser to the Seller concurrently with the payment of the Product as per contract. The GST payable will be calculated as the ruling percentage (if any) of the GST in addition to the Price agreed to in this confirmation of Sale / Purchase.

7.    Interpretation

BUSINESS DAY: means a day on which banks are open 'or general banking business in New South Wales.

BUYER: means the Buyer named in the Confirmation.

CONFIRMATION: means the written confirmation of contract between Buyer and Seller sent by AgCorp Grains Pty Ltd to the counter party following the making of the Contract.

CONTRACT: means the contract between the Buyer and Seller recorded in the Confirmation.

DISPUTE: means a dispute arising out of or in connection with the Contract.

GTA: means the Grain Trade Association

SELLER: means the Seller named in the Confirmation.

TONNE, TON or MT: means a metric tonne. ‘ '

A reference to a matter being specified or stated means specified or stated in the Confirmation.