Supplier Terms

These Supplier Terms ("Terms") govern the relationship between you (the farmer, producer or distributor applying to supply, "you", "your" or the "Supplier") and FarmThru Pty Ltd (ABN 79 692 444 027) ("FarmThru", "we", "us", "our") when you apply to sell, and when you sell, your products through the FarmThru platform (the "Service").

By submitting a "Become a supplier" application, or by accessing or using the supplier portal, you agree to these Terms. They sit alongside our customer Terms of Use and Privacy Policy. Where we have signed a separate written supply agreement with you, that agreement prevails to the extent of any inconsistency with these Terms.

1. Becoming a FarmThru supplier

To supply through FarmThru you must apply and be approved. Approval is at our discretion — applying does not guarantee that we will list you or your products. When you apply and while you supply, you confirm that:

• You are a business (not a consumer), and the person accepting these Terms is authorised to bind that business;
• The information you give us — including your business and contact details, ABN, GST status and bank details — is true, current and complete, and you will keep it up to date in the portal;
• You hold all licences, registrations, permits and accreditations needed to produce and sell your products; and
• You are able to supply the products you list to the standard and on the timelines we agree.

2. Our relationship

You supply to FarmThru as an independent business. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship between us. Unless we agree otherwise in writing, your appointment is non-exclusive — you are free to sell through other channels, and we are free to work with other suppliers, including ones that compete with you. You are responsible for your own business, staff, equipment, costs and taxes.

3. Your products

For every product you offer through FarmThru, you warrant that:

• You own the products, or are fully authorised to sell them, and have good title to pass to us or to the customer;
• They are safe, fit for human consumption (where they are food), lawful to sell, and comply with all applicable Australian laws and standards;
• All descriptions, images, ingredients, nutrition, origin, and any claims (for example "organic", "free range", "regenerative", "grass-fed" or health-related claims) are accurate, not misleading, and able to be substantiated; and
• They do not infringe the intellectual-property, privacy or other rights of any third party.

4. Listing on FarmThru

You set up your brand and products through the supplier portal. New brands, new products and changes to live products are reviewed by our team before they go live, and we may edit listings for clarity, consistency, accuracy or compliance. We decide how products are merchandised, categorised and presented, and we set the retail price shown to customers. We may decline, suspend, re-order or remove any listing at any time — for example for quality, safety, accuracy, legal or commercial reasons.

5. Pricing, costs and our fee

We work with suppliers under one or both of the following models, as recorded for each product in the portal or in a separate agreement:

• Wholesale (purchase). We buy stock from you at an agreed cost price under a purchase order. We then on-sell it to customers as the seller of record at a retail price we set.
• Consignment. You provide stock that remains yours until it is sold. We list, hold and sell it to customers on your behalf, and pay you an agreed amount per unit sold (the consignment rate), keeping the balance of the retail price as our fee.

Agreed cost prices, consignment rates and payment terms are those recorded in the portal or otherwise agreed in writing. Unless stated otherwise, amounts we agree with you are exclusive of GST, and GST (if any) is payable in addition. We may agree to vary pricing from time to time; changes apply to orders placed after the change.

6. Orders and supply

• For wholesale supply we send you a purchase order. You should confirm it promptly, and supply the quantity, quality and specification ordered by the agreed date.
• You are responsible for keeping your stock and availability accurate, and for telling us as early as possible if you cannot fully supply an order so we can manage affected customer orders.
• For wholesale supply, title and risk in the goods pass to FarmThru when we accept them at our nominated location (or as otherwise agreed). For consignment, title stays with you until the goods are sold to a customer; while consignment stock is in our custody we will take reasonable care of it, and risk for loss or damage caused by our negligence sits with us.

7. Delivery, packaging and the cold chain

Unless we agree otherwise, you deliver products to our nominated hub or hand them to our nominated carrier by the agreed time. Products must be:

• Properly packaged to withstand handling and transport, and labelled in accordance with the law;
• Held and transported at safe temperatures (the cold chain) up to the point of handover to us; and
• Accompanied by any documentation we reasonably require, including batch identifiers and best-before / use-by dates.

8. Food safety and compliance

Where you supply food, you must comply with all applicable food-safety and labelling laws, including the Australia New Zealand Food Standards Code, and with weights-and-measures, biosecurity and any industry-specific requirements. In particular, you must:

• Hold and maintain all required food-business registrations, licences and accreditations;
• Ensure products are correctly labelled, including ingredients, allergens, country of origin and date marking;
• Maintain traceability and records so any product can be traced one step back and one step forward; and
• Supply products that are within their shelf life and accurately dated, with sufficient remaining shelf life for sale and delivery.

9. Recalls and withdrawals

You must tell us immediately if you become aware of any safety issue, contamination, mislabelling, or any actual or potential recall or withdrawal affecting products you have supplied. You will cooperate fully with any recall or withdrawal, and you are responsible for the reasonable costs of a recall or withdrawal caused by your products. We may remove or withdraw any product from sale at any time where we reasonably consider it necessary for safety or compliance.

10. Quality, rejections and shortfalls

We may reject, return or dispose of goods that are defective, damaged, out of specification, short-dated, unsafe, mislabelled or otherwise non-compliant, and you will not be paid for them (or we will reverse any amount already paid). Where a customer is refunded, returns an item, or a payment is reversed for a reason attributable to your products, and for any shortfall or non-compliance on your part, we may set off or deduct the relevant amount from sums otherwise payable to you. For consignment stock, unsold or expired goods are handled as agreed for that arrangement.

11. How and when you are paid

• For wholesale supply we pay against our bill for the accepted purchase order. For consignment we pay against a periodic (usually monthly) statement of units sold.
• Payment is made to the bank account you nominate in the portal, within the payment terms we have agreed (for example, a set number of days from the date of the bill or statement).
• You must keep your bank, ABN and GST details current. We are not responsible for payments delayed or misdirected because your details were out of date or incorrect.
• We may withhold or adjust a payment where there is a genuine dispute, a return, a refund, a recall, a shortfall, or an amount you owe us.

12. GST and Recipient Created Tax Invoices (RCTI)

You must tell us your ABN and whether you are registered for GST, and let us know promptly if that changes. To make payment simpler, we usually issue you a Recipient Created Tax Invoice (RCTI) rather than asking you to invoice us. Where you accept the RCTI arrangement (including by accepting it in the supplier portal):

• FarmThru may issue tax invoices (RCTIs) in respect of the taxable supplies you make to us, and you will not issue tax invoices for those supplies;
• You confirm you are registered for GST, and you must notify us if you cease to be registered;
• FarmThru confirms it is registered for GST, and will notify you if it ceases to be registered; and
• Each party acknowledges this satisfies the requirements of the Australian Taxation Office for recipient-created tax invoices.

If you are not registered for GST, no GST is payable on your supplies and RCTIs will be issued without a GST component.

13. Your brand, content and intellectual property

You keep ownership of your brand, business name, logo, photographs, videos, story and other materials you provide ("Supplier Content"). You grant FarmThru a non-exclusive, royalty-free, worldwide licence to use, host, reproduce, adapt, translate, publish and display Supplier Content in order to list, sell, market and promote your products — including on the Service, the FarmThru community feed, our emails, social media and other marketing. You warrant that Supplier Content is accurate and does not infringe anyone's rights, and that you have the right to grant this licence. FarmThru owns the Service and its own materials, and nothing in these Terms transfers any of our intellectual property to you.

14. Insurance

You must hold and maintain appropriate insurance for your business with a reputable insurer, including public liability and product liability cover adequate for the products you supply (we recommend at least AUD $10 million per claim). You must provide a certificate of currency on request.

15. Confidentiality and customer data

You must keep confidential any non-public information you learn through supplying to FarmThru — including our pricing, fees, sales data, customer information and platform details — and use it only to supply under these Terms. Any personal information about FarmThru customers that you receive (for example to fulfil an order) must be handled in accordance with the Privacy Act 1988 (Cth), used only for that purpose, and not used to market to those customers directly without their consent.

16. Consumer guarantees

When we on-sell your products to customers, those products come with guarantees that cannot be excluded under the Australian Consumer Law. You are responsible to FarmThru for any failure to meet those guarantees to the extent it is attributable to your products (including safety, quality, description and fitness for purpose).

17. Liability and indemnity

Nothing in these Terms excludes, restricts or modifies any right or remedy that cannot lawfully be excluded or limited. Subject to that:

• You indemnify FarmThru and our personnel against any loss, damage, liability, cost or expense (including reasonable legal costs and the cost of recalls, refunds and claims) arising from your products, your Supplier Content, your breach of these Terms or the law, or your negligence — except to the extent caused by FarmThru;
• To the maximum extent permitted by law, neither party is liable to the other for indirect, special or consequential loss, loss of profits, loss of opportunity or loss of data; and
• To the maximum extent permitted by law, FarmThru's total liability to you in connection with these Terms is limited to the fees or amounts payable to you in respect of the goods giving rise to the claim.

18. Suspension and termination

• These Terms apply for as long as you are a FarmThru supplier. Either of us may end the arrangement on 30 days' written notice (which includes notice given through the portal or by email).
• We may suspend or remove your listings, or end the arrangement immediately, if you breach these Terms, if there is a safety or compliance concern, if we reasonably suspect fraud, or for repeated quality or supply problems.
• On termination we will, where practicable, sell through or return any remaining consignment stock and pay you any amounts properly owing, after any set-offs. Clauses that by their nature should survive — including those on intellectual property (for content already published, for a reasonable wind-down period), confidentiality, payment, liability and indemnity — continue after termination.

19. Changes to these Terms

We may update these Terms from time to time. The current version is the one published here, with the "Last updated" date above. For material changes we will give you notice by email or through the portal before the change takes effect. If you continue to supply through FarmThru after a change takes effect, you accept the updated Terms.

20. General

• These Terms (together with any separate written supply agreement and the details recorded in the portal) are the entire agreement between us about your supply, and replace any earlier understanding on that subject.
• If any part of these Terms is found to be invalid or unenforceable, the rest continues to apply.
• A failure to enforce a term is not a waiver of it. You may not assign your rights under these Terms without our consent; we may assign or novate ours to a related entity or in connection with a sale of our business.
• These Terms are governed by the laws of New South Wales, Australia, and each party submits to the non-exclusive jurisdiction of the courts of New South Wales.

21. Contact us

For any questions about these Terms or supplying to FarmThru:

FarmThru Pty Ltd (ABN 79 692 444 027)
Email: hello@farmthru.com.au