Terms of Use

ORDER CUT OFF TIME:

Deliveries for Tuesday to Saturday:  Orders must be received by 3pm, two days prior to the delivery date. 

Deliveries for Sundays and Mondays:  Orders must be received by Friday 2pm for all weekend and Monday orders.

Large orders:  we would appreciate more notice for orders of large quantities.

These cut off times are necessary for us to produce the highest quality product.

Emergency orders: that fall outside these timeframes will incur an additional fee of 20%.

CANCELLATIONS: 

Orders must be cancelled 24 hours prior to the delivery time, otherwise charges for cost materials and labor may apply.

We will deal with variations in quantities to our best ability and this will be discussed on an individual basis.

DELIVERY:  

Gold Coast Area: Any orders below $150 will incur a $10.00 delivery fee

Brisbane Area: Any orders below $200 will incur a $40.00 delivery fee

PAYMENT:  

Completed via EFT:  

SMART FOODS PTY LTD    

BSB 484-799 ACC# 200753688 

Payment Conditions as per Credit Account Application will apply.

 

Smart Foods can produce products to your specifications and such specifications shall remain confidential between the purchaser and producer and vice versa.

CONDITIONS AND TERMS OF SALE

This Contract governs the supply of any goods and services (“the Goods”) by Smart Foods Pty Ltd as defined in the Corporations Law (“SMART FOODS”)
to you (“the Customer”). Unless otherwise specifically agreed in writing by SMART FOODS, all orders placed by the Customer with SMART FOODS for
supply of the Goods will be on the following terms and conditions:
1. DELIVERY
1.1 Goods should be ordered from SMART FOODS in writing with prescribed purchase order. Each order must specify:
(a) the purchase order number;
(b) the date of the placement of the order;
(c) the Delivery Date of the order;
(d) the quantity and description of the Goods ordered.
(e) the price of the Goods.
1.2 SMART FOODS will make all reasonable efforts to deliver the Goods to the Customer on the date agreed between the parties as the Delivery Date
but will be under no liability to the Customer should delivery not be made on the Delivery Date.
1.3 Delivery will be to the location nominated by the Customer on its order form, and the Customer will be liable for all freight costs, unless the price
quoted is specifically stated as including freight costs.
1.4 SMART FOODS will endeavor to deliver to the Customer the quantity ordered. The Customer acknowledges that production conditions may lead to
overruns or shortages, and accordingly, the Customer will accept delivery notwithstanding that the quantity delivered may be more than or less than the
quantity ordered, provided that such excess or shortage is not more than 10% of the quantity ordered. A pro rata addition or deduction will be made to
the agreed contract price in the event of excess or shortage on delivery.
1.5 Deliveries may be totally or partially suspended during any period in which SMART FOODS may be prevented or hindered from delivering by any
circumstances outside its reasonable control, including but not limited to, strikes, lockouts, raw material shortages, accidents or breakdowns of plant or
machinery. The Customer acknowledges that in such an event, SMART FOODS will be under no liability or obligation to deliver to the Customer any
Goods not delivered during the period of suspension.
1.6 If Goods the subject of one order by the Customer are delivered by more than one delivery, each delivery will be deemed to be sold under a separate
contract. Failure by SMART FOODS to deliver the whole of the order within the time stated on the order form will not entitle the Customer to repudiate
the Contract for the balance remaining undelivered.
2. PRICING
2.1 Unless otherwise indicated, all prices quoted by SMART FOODS are ex-works and exclusive of GST (as that term is used in A New Tax System
(Goods and Services Tax “GST”) Act 1999 as may be amended from time to time).
2.2 All prices are subject to change by SMART FOODS 1; without notice or 2: providing notice in writing giving not less than 10 days’ notice.
2.3 If GST is payable by SMART FOODS in respect of the supply of the Goods to the Customer, the price for the Goods shown in any quotation, invoice,
or other document (“the Original Amount”) is to be increased so that SMART FOODS receives an amount (“Increased Amount”) which after
subtracting the GST liability of SMART FOODS arising from the supply of the Goods results in SMART FOODS retaining the Original Amount.
2.4 SMART FOODS will do all things reasonably available to it to assist the Customer to claim, on a timely basis, any input tax credits (if any) the
Customer may be entitled to claim for the acquisition of the Goods from SMART FOODS. This includes SMART FOODS maintaining its registered
status for GST purposes and issuing tax invoices for the Goods delivered to the Customer.
3. PAYMENT TERMS
3.1 Credit terms will only be granted following receipt of an acceptable credit application. If credit terms are granted, the terms of payment will be ten days
(10) days from date of invoice when an invoice is issued in relation to each delivery of the Goods (unless otherwise agreed in writing).
3.2 If the Customer makes a default in any payment or commits a default pursuant to clause 5.6, then the date for payment of all monies owing and
outstanding to SMART FOODS, irrespective of whether the due date for payment as per the invoice has passed, will accelerate and become due and
payable immediately. In such an event, SMART FOODS may without prejudice to any other rights it may have, suspend further deliveries, require
payment in advance for all such deliveries, or terminate any contract forthwith by written notice to the Customer.
3.3 The Customer will pay interest on all overdue payments at the rate of 2% per month (or such other rate as SMART FOODS may specify from time to
time) from the due date for payment until the date that payment is actually made.
3.4 Any Goods that are customised (by the Customer’s order) that have been stored by SMART FOODS over a period of ninety (90) days, will be
invoiced and become due and payable immediately.
3.5 In the event this Contract is terminated, any Goods that have been ordered by the Customer will be invoiced due and payable within granted credit
term.
4. WARRANTY AS TO QUALITY
4.1 The Customer has the benefit of the conditions and warranties implied by the Trade Practices Act 1974 and similar provisions of State and Territory
enactments. Nothing herein excludes, limits, restricts or modifies any statutory obligation of SMART FOODS or any rights, entitlements and remedies
conferred upon the Customer if that cannot lawfully be affected.
4.2 SMART FOODS warrants that the Goods supplied will be of a merchantable quality, however, any liability whether consequential or otherwise arising
out of or in respect of the supply, re-supply, use or re-use of the Goods, howsoever arising, including by virtue of representation, warranty, or express
or implied condition or term is hereby excluded.
4.3 If the Goods are not of a merchantable quality, SMART FOODS will, at its option, replace the Goods or refund the Invoiced Amount paid by the
Customer (and if a refund is made, an adjustment note will be provided). SMART FOODS will not be liable to the Customer for any loss (including but not
limited to loss of profits and consequential loss) caused by any act or omission (including negligent acts or omissions) of SMART FOODS or SMART
FOODS Agents.
4.4 The warranty contained in clause 4.3 is conditional upon the Customer within 7 days of delivery of the Goods, making a written claim to SMART FOODS
setting out the full particulars of such claim, and having regard to clause 4.5, where possible returning to SMART FOODS sufficient part of the Goods
to enable a proper examination.
4.5 Before returning the Goods the subject of a written claim, the Customer must first obtain a Return Authorisation Number from SMART FOODS. The
Goods then returned must be in original packaging, accompanied by a copy of SMART FOODS’s invoice, and sent to SMART FOODS freight plus
insurance pre-paid (one way).
4.6 All advices, recommendations, information, assistance or services (“the Advices”) provided by SMART FOODS in relation to the Goods sold or
manufactured by it, or their use or application, is given in good faith and is believed by SMART FOODS to be appropriate, accurate, and reliable.
However, the Customer acknowledges that in purchasing the Goods it has not relied upon the Advices provided by SMART FOODS or its agents.

Strictly Private and Confidential - 2 –
Application for Credit with Smart Foods Pty Ltd CA 2023

5. PASSING OF TITLE & RISK
5.1 The risk in the Goods purchased from SMART FOODS by the Customer will pass to the Customer upon delivery by SMART FOODS to the Customer,
or his Agent, or his commissioned carrier.
5.2 Ownership and property in the Goods will not pass to the Customer but will remain with SMART FOODS until such time as:
5.2.1 full payment is made by the Customer to SMART FOODS for the Goods and there is no other amounts owing to SMART FOODS by the
Customer; or
5.2.2 the Customer sells the Goods to his customers in the ordinary course of business.
5.3 Until ownership and property in the Goods passes to the Customer, the Customer will:
5.3.1 hold the Goods on trust and as a fiduciary bailee for SMART FOODS;
5.3.2 store the Goods in a way that clearly manifests SMART FOODS’s title and ownership in the Goods and in a manner, which enables the
Goods to be cross-referenced to particular invoices;
5.3.3 permit a representative of SMART FOODS to enter upon the Customer’s premises at a time at the choosing of SMART FOODS to inspect the
Goods.
5.4 If the Customer makes default in any payment of an amount due to SMART FOODS, or an event or default as specified in Clause 5.9 hereof occurs,
SMART FOODS may without notice and without prejudice to any of its rights and remedies recover and/or resell the Goods or any part of them and
may enter upon the Customer’s premises to do all things necessary in order to take possession of the Goods. The Customer will be liable for SMART
FOODS’s costs connected with the exercise of SMART FOODS’s rights under this clause, payable on demand.
5.5 In the event of the sale of the goods by the Customer, the Customer in its capacity as trustee and fiduciary bailee will: -
5.5.1 Hold the proceeds of sale in a separate bank account on trust for SMART FOODS and not mix any other funds with such proceeds of sale;
and
5.5.2 Pay to SMART FOODS from such proceeds of sale, the amount which is owed by the Customer to SMART FOODS at the time the Customer
receives such proceeds of sale.
5.6 In the event that the Customer breaches clause 5.5 and mixes other monies with the proceeds of sale being held on trust, then the Customer will
continue to hold on trust and as a fiduciary bailee for SMART FOODS, such part of the monies as relate to the goods supplied by SMART FOODS.
Such part shall be deemed to be equal in dollar terms to the amount which is owed by the Customer to SMART FOODS at the time the Customer
receives the proceeds of sale.
5.7 In the event that:
5.7.1 The Customer uses the goods in some manufacturing or construction process of its own or of some third party; and
5.7.2 The product resulting from the manufacturing or construction process is sold by the customer;
then the Customer will hold on trust and as a fiduciary bailee, such part of the proceeds of sale as relates to the goods supplied by SMART FOODS.
Such part shall be deemed to be equal in dollar terms to the amount which is owed by the Customer to SMART FOODS at the time the Customer
receives such proceeds of sale.
5.8 Notwithstanding the other provisions of clause 5, SMART FOODS may, at its discretion, forfeit its right of ownership in all or part of the Goods in the
possession of the Customer and elect to recover the outstanding price of all or part of the Goods (together with interest and solicitor/client legal costs)
as a liquidated debt due to SMART FOODS by the Customer.
5.9 Notwithstanding clause 3 hereof, payment for the Goods supplied by SMART FOODS to the Customer will become due immediately upon the
Customer committing any act of bankruptcy (if a natural person) or (being a Company) appointing an Administrator or committing an act which entitles
a third party to wind up, or appoint a Receiver, or Receiver and Manager to the Company.
5.10 Where SMART FOODS receives materials and/or goods from the Customer for the purpose of carrying out work thereon, all such materials and/or
goods are provided at the risk of the Customer. SMART FOODS will not be liable for any loss or damage to any of the said materials and/or goods
whilst in the custody and/or control of SMART FOODS; nor will SMART FOODS be liable in respect of any consequential loss or damage sustained
by the Customer irrespective of whether such loss or damage is sustained as a result of the negligence or willful act or default of SMART FOODS
and/or could have been foreseen or contemplated by SMART FOODS.
6. INDEMNITIES
6.1 Where SMART FOODS utilises a design, or has followed an instruction by the Customer relating to the manufacture of the Goods, the Customer will
indemnify and hold harmless SMART FOODS from any and all claims, proceedings, judgments, prosecution, damages, losses, costs, expenses and
liabilities made or recovered against SMART FOODS as a result of, whether direct or indirect, any activity or undertaking by SMART FOODS in
accordance with those instructions involving an infringement of a patent, trade mark, registered or unregistered design, copyright, or as a result of the
Customer’s mis-assembly or design of the Goods, or markings, instructions or warnings on the Goods.
6.2 The Customer will keep SMART FOODS fully indemnified against all losses and expenses (including solicitor/client legal expenses) which SMART
FOODS may suffer or incur due to the failure by the Customer to observe its obligations under the contract, including losses and expenses arising
from SMART FOODS entering the Customer’s premises and repossessing the Goods as provided for in clause 5.4.
7. SECURITY
7.1 The Customer (including its directors in the case of a Corporation, and its partners in the case of a Partnership), hereby charge their right, title and
interest in any and all real property of which the Customer and the persons referred to herein, whether solely, jointly or otherwise are or become a
registered proprietor, in favour of SMART FOODS with the obligations of the Customer under these terms and conditions. The Customer and the
persons referred to herein acknowledge that SMART FOODS may pursuant to its interest conferred under this clause, register a caveat on any real
property referred to herein.
7.2 Without any avoidance of doubt this is a security agreement and the interest of SMART FOODS in the Goods, all proceeds from the sale of the Goods
by the Customer, and the Customer’s commingled goods is a security interest.
7.3 Customer consents to the SMART FOODS registering its security interest on the Personal Property Securities Register and agrees to provide all
assistance reasonably required by SMART FOODS to facilitate registration.
8. IMPLIED CONTRACTS
8.1 The terms appearing herein are incorporated by implication into all agreements between SMART FOODS to supply the Customer with the Goods,
irrespective of other terms appearing in documentation provided by the Customer.
9. GENERAL POSSESSORY LIEN
9.1 The Customer agrees that SMART FOODS may retain possession of any items or materials supplied by the Customer to SMART FOODS in connection
with the manufacture of the Goods by SMART FOODS. The Customer agrees that SMART FOODS may retain possession of such items or materials
until the Customer has paid to SMART FOODS all moneys which are due and payable by the Customer to SMART FOODS.
10. MISCELLANEOUS
10.1 Unless expressed in writing to the Customer, failure or delay by SMART FOODS in exercising any right, power or privilege available to it will not
operate as a waiver thereof nor will the exercise by SMART FOODS of any other right, power or privilege prevent it from exercising any other rights,
powers or privileges available to it.
10.2 The validity and interpretation of the provisions herein and their effect shall be governed by the laws in force in Queensland Australia. Each party
submits to the non-exclusive jurisdiction of Courts of that State or Courts of Appeal therefrom.
10.3 Should any part of these terms and conditions be held to be void or unlawful, those terms and conditions shall be read and enforced as if the void or
unlawful provisions had been deleted.

Strictly Private and Confidential - 2 –
Application for Credit with Smart Foods Pty Ltd CA 2023
GUARANTEE & INDEMNITY

DEED OF GUARANTEE AND INDEMNITY
TO: Smart Foods Pty Ltd (ABN 35 116 239 340) of 15 Manufacturer Dr, Molendinar Queensland 4214 (the “Creditor)
1. We guarantee payment of all moneys and performance of all obligations (including any present and future indebtedness or
obligation) by the Debtor as hereafter defined or any of us arising from any past, present or future dealing with you whatsoever.
2. We indemnify you against all losses you sustain as a result of any past, present of future dealing you have with the Debtor or
any of us.
3. We agree:
(a) to pay to a stakeholder nominated by you any amount certified by you as payable before we become entitled to
dispute whether the amount is payable.
(b) that this Deed shall remain effective notwithstanding any conduct or event which, but for this clause, may have the
effect of releasing the Debtor or any of us, and that any payment which is subsequently avoided by any law relating
to insolvency, shall be deemed not to have been paid.
(c) This Deed is signed by us both in our personal capacity and as trustee of each and every Relevant Trust of which we
are trustees.

4. We charge in your favour all our estate and interest in any land in which we now have any legal or beneficial interest (or in which
we later may acquire any such interest) with payment of all moneys owed to you by the Debtor or any of us.
5. We provide you with this guarantee and indemnity in consideration of you granting credit from time to time at your discretion to
the Debtor or any of us and forbearing from taking action against the Debtor or any of us.
6. We agree that this Deed any claim and any dispute between the Creditor, the Debtor or any of us at all shall be governed by
the laws of Queensland and we irrevocably submit to the non-exclusive jurisdiction of the Courts of Queensland and Courts of
Appeal from those Courts.
7. If more than one Guarantor is named or intended to sign as Guarantor, we each agree to be bound even if we are the only one
to sign as Guarantor.
8. Any credit limit you grant or apply to the Debtor is at your discretion and will not limit our liability to you in any way.
9. (a) “You” and “Your” shall refer to the entities listed below as “The Creditor” and any and all Related Bodies

Corporate jointly and severally.
(b) “We” and “Us” shall be a reference to each of the Guarantors and the Debtor jointly and severally.
(c) “Relevant Trust” is one which, in your bona fide opinion, is carrying on or associated with any business or activity with
respect to which the indebtedness in question arises (either wholly or in part).
(d) “Related Body Corporate” means a related body corporate as defined in the Corporations Law.
10. We agree and acknowledge that:
(a) This Deed shall bind our legal representatives and successors.
(b) No rule of construction will apply to disadvantage you because you were responsible for the preparation of this Deed.
(c) You reserve unto yourself the right to assign or transfer your rights under this Deed to your successors, transferees
or assigns and that this Deed shall not in any way be affected or discharged pursuant to such assignment or transfer.
(d) This Deed is immediately enforceable against us in respect of the Debtor and such enforcement is not dependent on
you first exhausting any or all legal remedies against the Debtor.
11. We have each read and understood this document before signing it.
12. We authorise you to make all enquires you may deem necessary to investigate our credit worthiness including (inter alia) enquiry
with our bankers, any other credit provider or Credit Reporting Agency (the “sources”). We authorise the sources to disclose to
you any information concerning us which is within their possession and requested by you.
13. We agree that you may disclose any information you have concerning us to the sources.