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STANDARD TERMS AND CONDITIONS OF SALE

FOR OVERSEAS CONTRACT MANUFACTURING AND PRIVATE LABEL

Seller: Australia Ruffey Park Pty Ltd

Governing Currency: Australian Dollars (AUD)

1. General Validity

The Buyer explicitly waives its own standard terms and conditions, even if those were drawn up after these Standard Terms and Conditions of Sale. In order to be valid, any derogation must be expressly agreed to in advance in writing by Australia Ruffey Park Pty Ltd (hereinafter referred to as the Seller).

2. Payment Terms (30/70 Split in AUD)

Unless otherwise agreed in writing, all prices and payments are in Australian Dollars (AUD). Payment shall be made via Telegraphic Transfer (T/T) as follows:

  • 30% Deposit: Due upon order confirmation. Production lead times and material procurement commence only upon receipt of cleared funds in the Seller account.

  • 70% Balance: Due upon completion of production and prior to dispatch. The Seller reserves the right to withhold shipment, original Bills of Lading, or Release Certificates until the full AUD balance is received.

  • Exchange Rate and Fees: The Buyer is responsible for all currency conversion costs. The final amount received by the Seller must equal the total AUD amount stated on the invoice. All intermediary bank charges and transfer fees shall be borne by the Buyer.

3. Private Label and Intellectual Property (IP)

  • Client Warranty: The Buyer warrants that any logos, designs, trademarks, or proprietary formulas provided do not infringe upon the IP rights of any third party in the country of manufacture or the country of destination.

  • Indemnity: The Buyer shall indemnify and hold the Seller harmless against all claims, damages, legal costs, and expenses arising from IP infringement related to Buyer provided assets.

  • Final Approval: Final artwork, packaging proofs, and ingredient declarations must be signed off by the Buyer in writing. The Seller is not liable for errors in text, design, or regulatory labelling requirements once approval is granted.

4. Late Payment and Storage

If the Buyer fails to pay the balance within 14 days of notification of production completion:

  • A storage fee of $50 AUD per pallet per day shall be applied.

  • If payment is delayed beyond 45 days, the Seller reserves the right to terminate the contract, retain the deposit as liquidated damages, and dispose of or resell the goods (including the removal of private labels where commercially viable) to recover costs.

5. Delivery and Risk (Incoterms 2020)

Unless otherwise stated in the Proforma Invoice, all trade terms are interpreted per Incoterms 2020.

  • Risk of loss or damage passes to the Buyer according to the specified term (for example FOB, CIF, EXW).

  • Lead times provided are good faith estimates. The Seller is not liable for consequential losses caused by shipping line delays, port congestion, or customs inspections.

6. Retention of Title

Notwithstanding delivery and the passing of risk, title to the goods remains with the Seller until the Seller has received full payment for all goods supplied under any contract. The Seller may register its security interest on the Personal Property Securities Register (PPSR).

7. Inspection and Claims

  • Visible Defects: The Buyer must inspect the goods immediately. Any claims for visible damage or quantity discrepancies must be lodged in writing within 7 days of arrival at the destination port.

  • Hidden Defects: Manufacturing defects not visible upon arrival must be reported within 30 days of receipt.

  • Resolution: All claims must be supported by high resolution photos or an independent inspection report. The Seller liability is strictly limited to the replacement of the defective goods or a credit note; no cash refunds are provided.

8. International Regulatory Compliance

The Buyer is solely responsible for ensuring that the products, ingredients, and packaging comply with the local laws, health standards, and import regulations of the destination country. The Seller is not liable for goods seized, destroyed, or rejected by customs due to regulatory non compliance in the Buyer jurisdiction.

9. Force Majeure

The Seller is not liable for any failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, pandemics, global raw material shortages, or government mandated supply chain disruptions.

10. Governing Law and Jurisdiction

These terms are governed by the laws of Victoria, Australia. Both parties submit to the non exclusive jurisdiction of the courts of Victoria for the resolution of any disputes.