GENERAL TERMS & CONDITIONS OF SALE
- APPLICATION & PRECEDENCE
1.1 These Terms apply to all sales of Goods by CMP Oilseeds Pty Ltd ABN 85 607 079 390 (“CMP”) to the Buyer.
1.2 Each Contract incorporates: The contract confirmation, These terms, The Grain Trade Australia (GTA) Trade Rules in force at the date of the Contract, except to the extent expressly varied by these Terms.
1.3 Order of precedence: 1. Contract Confirmation, 2. These Terms, 3. GTA Trade Rules
- CONTRACT FORMATION
2.1 A binding Contract is formed when CMP issues written confirmation (including email).
2.2 CMP’s written confirmation is conclusive evidence of agreed terms unless objected to in writing within 2 Business Days.
- DELIVERY, CONVEYANCE & RISK
3.1 Unless otherwise agreed, CMP shall have the right of conveyance.
3.2 Delivery occurs as specified in the Contract Confirmation.
3.3 Risk passes: For Ex-Store / FOB contracts: when Goods are loaded onto Buyer’s vehicle, For Delivered contracts: when Goods are made available for unloading at Buyer’s nominated destination.
3.4 Buyer is responsible for insurance from the point risk passes.
3.5 Time is of the essence in respect of delivery and payment.
- WEIGHTS & QUALITY
4.1 Unless otherwise stated: Weights are Origination Weights, Quality is Origination Quality.
4.2 Any quality claim must be made within 3 Business Days of delivery.
4.3 Failure to notify within this period constitutes irrevocable acceptance.
4.4 CMP shall not be responsible for quality deterioration where Buyer delays collection beyond the Delivery Period.
- QUANTITY TOLERANCE
5.1 CMP may deliver ±5% or 20 metric tonnes (whichever is lesser) at Contract price.
- PRICE & PAYMENT
6.1 Payment terms are as stated in the Contract Confirmation.
6.2 Interest on overdue amounts accrues daily at 2% per calendar month unless otherwise stated.
6.3 CMP may allocate payments at its discretion.
- FAILURE TO TAKE DELIVERY
7.1 If the Buyer fails to take delivery within the Delivery Period, CMP may, without prejudice to any other rights: Invoice the Goods; Apply carrying charges; Suspend further deliveries; Amend payment terms to payment in advance; Terminate the Contract.
7A. STORAGE CHARGES
Without prejudice to CMP’s right to terminate, where the commodity is not picked up as per the spread each month stipulated in this Contract, CMP reserves the right to move the commodity to an off-site storage location solely at the Buyer’s risk and cost for freight, handling and storage.
Once moved to storage, CMP will issue an invoice for the cost of the commodity plus the freight and handling charges. Storage charges will be billed on a monthly basis thereafter.
All invoices issued under this clause shall be payable immediately upon issue and interest shall accrue in accordance with Clause 6 on any unpaid amounts.
7B. CARRYING CHARGES
If Goods are carried for the Buyer’s account and risk beyond the Delivery Period, carrying charges shall apply at: Oil: $8 per metric tonne per month, Meal: $5 per metric tonne per month, All other products: $5 per metric tonne per month, Interest continues to accrue on unpaid balances.
- DEMURRAGE
8.1 On all delivered contracts: For single trailer deliveries, 1.5 hours unloading time onsite is allowed. Thereafter, demurrage shall apply at $150 per hour or part thereof. For B-double deliveries, 2 hours unloading time onsite is allowed. Thereafter, demurrage shall apply at $200 per hour or part thereof.
8.2 Demurrage charges are payable upon invoice.
- CREDIT
9.1 CMP may grant a credit limit at its discretion.
9.2 CMP may reduce or withdraw credit immediately if: Buyer exceeds credit limit, CMP reasonably considers Buyer to represent credit risk, Trade credit insurance is reduced or withdrawn.
9.3 Upon withdrawal, all amounts become immediately due and payable.
- RETENTION OF TITLE & PPSA
10.1 Title remains with CMP until full payment of all monies owing under this or any other contract.
10.2 Buyer grants CMP: A Purchase Money Security Interest (PMSI) in the Goods, A security interest in all proceeds, A security interest in all present and after-acquired property of the Buyer.
10.3 Buyer must: Store Goods separately; Clearly identify CMP’s ownership; Not encumber Goods; Execute documents required to perfect CMP’s security interests.
10.4 CMP may register security interests under the PPSA.
10.5 Buyer waives PPSA rights to the extent permitted by law.
- CROSS-DEFAULT
11.1 Default under any contract between CMP and Buyer constitutes default under all contracts.
11.2 CMP may suspend or terminate any contract upon default.
- FORCE MAJEURE
12.1 Force Majeure Event includes any event beyond CMP’s reasonable control including but not limited to:
Drought, flood, storm, fire; Mechanical breakdown; Labour disputes; Government directives or restrictions; Export/import prohibitions; Transport disruption; Supplier force majeure; Cyber attack; Pandemic or epidemic.
12.2 CMP’s performance is suspended during the Force Majeure Event.
12.3 If suspension exceeds 30 consecutive days, CMP may terminate the affected portion without liability.
12.4 Buyer shall have no claim for delay or non-delivery due to Force Majeure.
- WARRANTIES & LIMITATION OF LIABILITY
13.1 Except as expressly stated, CMP excludes all implied warranties including merchantability and fitness for purpose.
13.2 To the maximum extent permitted by law, CMP shall not be liable for any indirect or consequential loss including but not limited to loss of profit, production, business interruption, goodwill, third-party claims or opportunity.
13.3 CMP’s total aggregate liability shall not exceed the lesser of: The value of the affected Goods; or AUD $250,000.
13.4 CMP shall not be liable for any losses arising from blending, processing, resale or incorporation of Goods into other products.
- INDEMNITY
Buyer indemnifies CMP against claims arising from: Buyer’s storage, handling or processing of Goods; Buyer’s negligence or misconduct; Buyer’s onward sale or incorporation into other products.
- INSOLVENCY
Upon Insolvency Event of Buyer, CMP may: Terminate the Contract; Repossess Goods; Claim damages based on market difference; Suspend all deliveries.
- SET-OFF
CMP may set off any amount owed by Buyer against any amount payable by CMP.
- CONFIDENTIALITY
Commercial terms are confidential and must not be disclosed except as required by law.
- GOVERNING LAW
This Contract is governed by the laws of New South Wales, Australia.
Disputes shall be resolved under GTA Dispute Resolution Rules.