Terms of Trade

20 September 2025

2. General
1. These terms of trade including any schedules or annexures to these terms of trade (Terms) apply to any Goods that Altimate Foods Pty Ltd (Altimate) supplies to the Customer.  By placing an Order, the Customer confirms that it has read, understood and agreed to these Terms.
2. Altimate reserves the right to change these Terms at any time.  Amendments only apply to new Orders placed after the amendment date. Existing Orders remain bound by the Terms applicable as at the date of the Order being accepted, unless Altimate specifically notifies otherwise. If the Customer does not agree to any amendment to the Terms, the Customer may stop placing Orders with Altimate. Any Orders placed after the Terms have been amended represent an agreement by the Customer to be bound by the amended Terms.

3. Inconsistencies
1. The following documents will form the agreement between the parties:
   1. these Terms; and
   2. any binding Orders,
   and any ambiguity or discrepancy between the documents will be resolved and interpreted according to the same order of preference as the documents are listed above, with the documents higher in the list having higher priority.
2. Notwithstanding any terms and conditions or other documentation the Customer may provide, refer to or otherwise submit to Altimate (other than these Terms), the Customer acknowledges and agrees that such terms and conditions will not form part of, or become incorporated into this agreement.

4. Ordering
1. During the Term, the Customer may issue Orders to Altimate for the supply of Goods in accordance with these Terms. Each Order will be deemed to be a separate offer by the Customer to purchase Goods on these Terms.
2. The Customer must place Orders for the Goods in a form acceptable to Altimate specifying at least:
1. the date of the placement of the Order;
2. the quantity and description of the Goods ordered; and
3. the requested delivery date (which must be a Business Day at the requested delivery location).
3. Within 5 Business Days of receipt of an Order, Altimate must confirm in writing if it accepts the Order, and if so, notify the Customer of:
1. the Price for the relevant Order based on its then standard rates;
2. the estimated delivery date; and
3. any additional terms required.
4. An Order will become binding on the parties once the Order has been accepted by Altimate under clause 3(c). Once an Order becomes binding, it may only be varied by written agreement between the parties.

5. Goods
5.1 Supply of Goods
1. Altimate must supply the Goods:
1. in the quantities and at the times contemplated in an Order;
2. competently with due care, skill, diligence and judgement and in a thorough, lawful, efficient and professional manner; and
3. in accordance with all applicable laws, regulations, rules and other mandatory codes of conduct, the Order and these Terms.
2. Delivery of Goods may be made by instalments.
3. The Customer must:
1. provide all necessary information and make decisions reasonably required by Altimate to allow Altimate to supply the Goods in a timely fashion; and
2. grant or procure (as applicable) Altimate access to any relevant location as reasonably necessary for Altimate to supply the Goods.
4. Altimate endeavours to ensure that descriptions of the Products and statements made about them on the Website and in any other communications with the Customer are accurate. Altimate does not, however, represent or warrant that such descriptions and statements are free from errors or omissions and reserves the right to make any necessary corrections. The Customer acknowledges and agrees that it is the Customer’s responsibility to verify that the selected Goods are suitable for the Customer’s intended purpose.

5.2 Passing of risk and title in Goods
1. Risk in the Goods will pass to the Customer when the Goods are delivered to the agreed delivery location.
2. Title to the Goods will not pass to the Customer until Altimate receives payment in full (in cash or cleared funds) for the Goods.
3. Until title to the Goods has passed to the Customer, the Customer must:
1. not remove, deface or obscure any identifying mark or packaging on or relating to those Goods;
2. maintain those Goods in satisfactory condition; and
3. provide reasonable access to any site where the Goods are stored to allow Altimate to inspect and audit the Goods on reasonable notice.

5.3 Acceptance and defective Goods
1. The Customer must inspect all Goods on delivery and give Altimate written notice:
1. within 2 Business Days if the Customer reasonably considers there is any defect to the Goods or packaging, any difference in quantity, or failure to comply with the Order; or
2. in the case of any latent defect, within 2 Business Days of the latent defect becoming apparent.
2. The Customer will be deemed to have accepted the Goods if the Customer fails to give notice within the time periods set out in clause 4.3(a)
3. If the Customer provides a notice under clause 4.3(a), Altimate may require the Customer to return the defective Goods to Altimate for review, or may otherwise authorise the Customer to destroy the defective Goods. In circumstances where Altimate agrees the Goods are defective, Altimate will (at Altimate’s election and as the Customer’s sole remedy subject to any rights the Customer may have under Australian Consumer Law) issue a credit to the Customer’s account (where applicable) or otherwise issue a refund for the rejected Goods.

6. Price and Payment
6.1 Price
1. The Customer must pay the price set out in the Order (Price) to Altimate for the Goods. The Price is exclusive of GST and other similar taxes and surcharges and net of withholding or other similar taxes.
2. Altimate may amend its Prices by providing at least 30 days written notice to the Customer, provide that such amendments will not apply to any Orders accepted prior to the Price amendment.
6.2 Payment
1. Altimate will be entitled to invoice the Customer for each Order on or at any time after the Customer’s acceptance of the Order (which may be oral or written).
2. Unless Altimate has granted Credit Facilities to the Customer in accordance with clause 6, payment for the Goods must be paid on or before delivery or collection of the Goods.
3. Altimate may, without limiting any rights or remedies it may have under these Terms, set off any amounts owed to it by the Customer under these Terms against any amount payable by Altimate to the Customer.
4. If the Customer does not pay any amount due by the due date (including under clause 6), interest will be charged on overdue amounts at the rate prescribed by the Penalty Interest Rates Act 1983 (Vic) plus 2%.

7. Credit Terms

The Customer must pay the price set out in the Order (Price) to Altimate for the Goods. The Price is exclusive of GST and other similar taxes and surcharges and net of withholding or other similar taxes.

7.1 Customer acknowledgements
1. The Customer acknowledges that:
1. by signing the Credit Account Application, the Customer is applying for credit from Altimate on the terms contained in this clause 6;
2. signing the Credit Account Application does not give the Customer any entitlement to the extension of credit unless, in Altimate’s sole and absolute discretion, Altimate has provided written notice to the Customer agreeing to extend credit to the Customer and informing the Customer of the Credit Limit and the payment terms; and
3. any extension of credit to the Customer does not in any way:
1. alter or limit the Customer’s obligations to make payments to Altimate in accordance with any other provision of these Terms; or
2. prevent Altimate from being able to refuse to sell or supply the Goods to the Customer for any reason (including for any reason set out in these Terms).
2. The Customer must provide Altimate with all information reasonably requested to enable Altimate to consider a Credit Account Application.
3. Altimate may use any information provided by the Customer to undertake credit worthiness and other reference checks in respect of the Customer.
4. Any extension of credit by Altimate to the Customer does not in any way prevent Altimate being able to refuse to sell or supply Goods to the Customer for any reason in accordance with these Terms or Altimate’s rights at law.
5. If Altimate fails to comply with this clause 6 or these Terms in all respects, or otherwise an Insolvency Event occurs in respect of the Customer, then all moneys outstanding under this clause 6 or these Terms, together with all interest accrued thereon, by the Customer on any account to Altimate, will immediately become due and payable

7.2 Payment Terms

If Altimate has been extended credit under this clause 6, the Customer must pay all invoices in accordance with the notified payment terms, and where no payment terms are notified, then within 30 days from the date of invoice.

7.3 Credit Facilities
1. The Customer acknowledges and agrees that:
1. Altimate may vary the Credit Limit at any time upon written notice to the Customer;
2. Altimate may request payment when the Outstanding Balance equals or exceeds the Credit Limit;
3. Altimate may reduce the Credit Limit to the level of the Outstanding Balance (or such other amount greater than the Outstanding Balance determined by Altimate) and require that the sale and supply of any further Goods by Altimate are subject to payment on or before delivery or collection of the Goods;
4. Altimate may determine in its sole discretion that credit is not available for an Order placed by the Customer, and that the payment for the Goods the subject of the Order must be made on or before delivery or collection of the Goods;
5. Altimate may cancel or suspend the Credit Limit at any time; and
6. it is liable to pay Altimate’s reasonable costs with respect to collecting any overdue monies, including legal fees, debt collection costs and administrative costs.
2. If Altimate, acting reasonably, considers that the Customer’s creditworthiness is or has become unsatisfactory, Altimate may require additional security be provided by the Customer. Altimate will be entitled to suspend the Credit Limit until such security or additional security is obtained.

8. Term and termination
8.1 Term

These Terms commence upon an Order being accepted under clause 3(c) and continue until the Customer has not made an Order for 12 months, unless terminated earlier under this clause 7.

8.2 Termination and cause
1. A party may terminate these Terms immediately without notice if the other party:
2. suffers an Insolvency Event.
8.3 Consequences of termination or expiry
1. On termination or expiry of these Terms:
1. the Customer will pay the Price for all Goods provided up to the effective date of termination or expiry;
2. each party must, within 7 days of the effective date of termination or expiry, return, destroy or permanently erase (as directed in writing by the other party) any Confidential Information of the other party for which the party no longer has a lawful reason for retention; and
3. each party much cease using the other party’s Confidential Information.
2. Except where these Terms are terminated under clause 7.2, the parties agree that termination or expiry of these Terms does not affect any existing Orders and all existing Orders will remain binding on the parties until completed under these Terms.
3. Termination of these Terms will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination.
8.4 Survival
1. Termination or expiry of these Terms will not affect clauses 5.2(c), 5.2(d), 6 to 11, 13 and 14 or any provision of these Terms that expressly or by implication is intended to come into effect or continue in force on or after termination or expiry.
2. The rights and obligations of the parties under these Terms do not merge on completion of any transaction contemplated by these Terms.

9. Intellectual Property Rights
1. Nothing in these Terms assigns any rights, title or interest in a party’s intellectual property rights to the other party.
2. Except as expressly permitted by these Terms, the Customer must not use, display or adopt any trade mark owned by Altimate or its related entities without the prior written consent of Altimate. Any such consent, if given, may be withdrawn by Altimate at any time in its absolute discretion.

11. Limitation of liability
11.1 Maximum liability

Unless otherwise prohibited at law, Altimate’s aggregate liability for any Loss or Claims arising out of or in connection with these Terms (whether under contract, in tort, under statute or otherwise at law or in equity) is limited to:

1. where the relevant Loss or Claim relates to a particular Order, the total Price received by Altimate from the Customer with respect to that Order; and
2. in all other circumstances, the total Price received by Altimate from the Customer in the 12-month period prior to the date the Loss or Claim arose.
11.2 Exclusions

To the maximum extent permitted by law:

1. neither party nor any of its Personnel will be liable to the other party for any Consequential Loss;
2. the Customer will be solely responsible for any opinion, recommendations or other conclusions made or actions taken by the Customer in connection with the Customer’s use of the Goods; and
3. and except as expressly set out in these Terms, Altimate disclaims all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law in relation to the Goods.
11.3 Mitigation

Each party must mitigate any Loss they suffer or incur as a result of a breach of the Terms by the other party, or a breach of warranty by the other party, including where such Loss gives rise to a claim for indemnity.

11.4 Australian Consumer Law

If the Competition and Consumer Act 2010 (Cth) or any other legislation states that there is a guarantee in relation to any good or service supplied by Altimate in connection with these Terms, and Altimate’s liability for failing to comply with that guarantee cannot be excluded but may be limited, Altimate’s liability for breach of any such guarantee will be limited to at Altimate’s option to (1) the replacement of goods; (2) the repair of the goods; (3) the payment of the cost of replacing the goods; or (4) the payment of the cost of having the goods repaired.

12. PPSA
1. These Terms constitute a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth) (PPSA). The Customer acknowledges that it has granted the Supplier a security interest in the Products and their proceeds which is a purchase money security interest to the extent that it secures payment of all or part of the purchase price for particular Products.
2. The Customer:
1. consents to Altimate perfecting any security interest arising in connection with these Terms by registering its security interest on the Personal Property Securities Register (PPSR) and any other applicable security registers in any manner it considers appropriate; and
2. agrees to provide all assistance reasonably required by Altimate to facilitate such registration.
3. Until all amounts owing are paid in full, the Customer must not create or permit any security interest over the goods in favour of any third party without Altimate's prior written consent.
4. The Customer waives its rights under sections 95, 121(4), 125, 130, 132(3)(d) and 132(4) of the PPSA to the extent permitted by law.

13. Force Majeure Event

Neither party will be liable for any delay or failure to perform its obligations pursuant to these Terms if such delay is due to a Force Majeure Event.

14. General
14.1 Notices

A notice, consent or communication under these Terms must be in writing, signed by or on behalf of the person giving it, addressed to the receiving person, and will be given and received as follows:

1. if it is hand delivered, on the day it is given;
2. if it is sent by post, three Business Days after posting; and
3. if it is sent by email, that day, if the time of departure from the sender's mail server is before 5.00pm on a business day, or the next business day in any other case.
14.1 Notices

A notice, consent or communication under these Terms must be in writing, signed by or on behalf of the person giving it, addressed to the receiving person, and will be given and received as follows:

1. if it is hand delivered, on the day it is given;
2. if it is sent by post, three Business Days after posting; and
3. if it is sent by email, that day, if the time of departure from the sender's mail server is before 5.00pm on a business day, or the next business day in any other case.

14.2 Miscellaneous

1. Altimate is engaged to provide the Goods as an independent contractor of the Customer. Nothing in these Terms constitutes Altimate or any of its Personnel as an employee, officer, partner or agent of the Customer or vice versa.
2. A party must not assign or novate, subcontract or otherwise deal with, in whole or in part, any of its rights and obligations under these Terms without the prior written consent of the other party (not to be unreasonably withheld or delayed).
3. These Terms may only be amended by written agreement between all parties.
4. These Terms supersedes all previous agreements about its subject matter. These Terms embodies the entire agreement between the parties.
5. The laws of Victoria, Australia govern these Terms. Each party irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria, Australia and courts competent to hear appeals from those courts.
6. A clause or part of a clause of these Terms that is illegal or unenforceable may be severed from these Terms and the remaining clauses or parts of the clause of these Terms continue in force.

15. Defined terms & interpretation
15.1 Defined terms

In these Terms:

Business Day means a day that is not a Saturday, Sunday or public holiday in Melbourne, Victoria. Claim means any claim, action, suit, cause of action, demand or proceedings for any Loss including any such claim by way of indemnity, under contract (including any breach of these Terms), in equity (including breach of an equitable duty, breach of confidentiality or breach of fiduciary duty), under statute (including breach of statutory duty) (to the maximum extent possible), in tort (including for negligence or negligent misrepresentation) or otherwise (including in restitution).

Confidential Information means any information, regardless of its form or the medium on which it is stored, of a confidential, non-public, or proprietary nature which, without limitation:

1. relates to the business and affairs of a party;
2. relates to the customers, clients, employees, sub-suppliers or other persons doing business with a party;
3. relates to the terms and existence of these Terms;
4. is by its nature confidential;
5. is designated as confidential by a party; or
6. the other party knows or ought to know, is confidential,

and includes all trade secrets, knowhow, Intellectual Property Rights, financial information any other commercially valuable information of a party.

Consequential Loss means any consequential, special, indirect or incidental loss including without limitation loss of profit, loss of revenue, business interruption, loss of business, loss of opportunity, loss of reputation or loss in connection with breach of third party contracts or arrangements.

Credit Account Application means any application for credit made by the Customer, in a form suitable to Altimate.
Credit Limit means the total amount of credit Altimate may make available to the Customer as advised by Altimate under clause 6.1(a)(ii).

Force Majeure Event means a matter beyond the reasonable control of a party and includes an act of God, national emergency, terrorist act, sabotage, flood, storm, earthquake, fire, explosion, epidemic, pandemic, civil disturbance, insurrection, riot, war, industrial action, lockout, rebellion, quarantine, embargo and other similar governmental action or a general and continued energy shortage, power or utilities interruption, but cannot apply with respect to the payment of money due under these Terms.

Goods means the goods to be supplied by Altimate as set out in an Order.

Insolvency Event means any of the following events concerning a party:

1. if an administrator, liquidator, receiver, receiver and manager or other controller is appointed to, or over, any of the property or undertaking of the party;
2. if the party is unable to pay their debts when they become due and payable;
3. if the party ceases to carry on business; or
4. if any event happens in Australia or any other country or territory in respect of a party that is similar to any of the events or circumstances referred to in this definition.

Loss includes any loss, cost, expense, damage or liability (including any fine or penalty) whether direct, indirect or consequential, present or future, fixed or unascertained, actual or contingent and whether arising under contract, in equity, under statute (to the maximum extent possible), in tort (including for negligence) or otherwise.

Order means a written order issued by the Customer to Altimate at any time during the Term containing information with respect to the Goods the Customer intends to purchase from Altimate under these Terms, in such form as required by Altimate from time to time.

Outstanding Balance means the total amount of unpaid invoices.

Personnel means a party’s directors, officers, employees, agents and contractors, as the context permits.

Term has the meaning given in clause 7.1.

Website means

15.2 Interpretation

In these Terms:

1. no rule of construction applies to disadvantage of a party because that party prepared these Terms;
2. a reference to a document or agreement (including a reference to these Terms) is to that document or agreement as amended, supplemented, varied or replaced;
3. the meaning of any general language is not restricted by any accompanying example, and the words 'includes', 'including', 'such as', or 'for example' (or similar phrases) do not limit what else might be included;
4. if any day on or by which a person must do something under these Terms is not a Business Day, then the person must do it on or by the next Business Day; and
5. a reference to '$' or 'dollar' is to Australian currency.