USE OF THIS DOCUMENT
This Document comprises Greenlane International Pty Ltd (the Merchants) Terms of Trade for the purposes of the Code.
It sets out the general terms upon which the Merchant will trade with growers in respect of Horticulture Produce. Terms not defined in this Document have the meaning ascribed to them in the Horticulture Produce Agreement (HPA).
HORTICULTURE PRODUCE AGREEMENT PREVAILS
Whilst this Document sets out the Merchant’s general terms of trade, where the Code requires, transactions between growers and the Merchant must be conducted pursuant to a HPA. In the event of inconsistency between this Document and the HPA, the HPA prevails to the extent of the inconsistency.
GREENLANE INTERNATIONAL PTY LTD IS A MERCHANT
Greenlane International Pty Ltd acts as a merchant for the purposes of the Code.
REQUIREMENTS FOR DELIVERY AND QUALITY OF HORTICULTURE PRODUCE
Horticulture Produce supplied to the Merchant must comply with the following requirements:
1. Prior to Delivery, the Grower must provide documentation that is suitable to the Merchant that accurately describes the quantity, variety, size, class, description and characteristics of the Horticulture Produce, including containers.
2. The Horticulture Produce must be fit for human consumption and comply with any statutory regulations including regulations relating to food safety, packaging and/or labelling.
3. The Grower must have complied with the National Measurement Act 1960 (Cth) and National Trade Measurement Regulations 2009 (Cth) with respect to the Horticulture Produce.
4. The Horticulture Produce must be fit for its purpose.
5. The Horticulture Produce must be packaged or presented and comply with the following product specifications including quality and shelf life:
(a) the Product Specification Requirements that the Merchant has with respect to Horticulture Produce or any requirements agreed to between the Merchant and the Grower (if any); and
(b) the FreshSpecs Produce Specifications to the extent that those requirements are not inconsistent with the requirements in paragraph 5(a).
The Grower must not dispatch Horticulture Produce under the HPA for Delivery that:
– does not comply with the requirements in paragraphs 1 to 5; or
– has not been solicited by the Merchant.
CIRCUMSTANCES WHERE THE MERCHANT MAY REJECT HORTICULTURE PRODUCE
The Merchant is entitled to reject all or some of the
Horticulture Produce where:
(i) the Grower does not have all right, title and interest in and to the Horticulture Produce;
(ii) the Horticulture Produce does not comply with paragraphs 1 to 5 above;
(iii) the Horticulture Produce has not been solicited by the Merchant; or
(iv) if the Horticulture Produce is rejected by a third party buyer prior to or immediately upon delivery.
REQUIREMENTS WHERE HORTICULTURE PRODUCE IS REJECTED
The Merchant must give notice to the Grower of the decision to reject Horticulture Produce within 24 hours of delivery and give notice in writing of the reasons for such rejection within 2 Business Days of delivery that the Merchant elects to reject the Horticulture Produce. Where Horticulture Produce is rejected, the Merchant is deemed not to have accepted that Horticulture Produce, the Grower will retain title and risk in the Horticulture Produce and the Grower is not entitled to the Purchase Price.
PURCHASE PRICE
The price that the Merchant will pay the Grower for Horticulture Produce delivered by the Grower will be the amount agreed in writing between the Merchant and the Grower before delivery of the Horticulture Produce to the Merchant.
PAYMENT OF PURCHASE PRICE
The Merchant will pay for Horticulture Produce 21 Business Days from the end of the week in which Delivery of the Horticulture Produce has occurred.
INDEPENDENT LEGAL ADVICE
The Merchant recommends that Growers seek independent legal advice in relation to the HPA prior to it being entered into between the Merchant and the Grower.
PRODUCT SPECIFICATION REQUIREMENTS OF THE MERCHANT
For the purposes of paragraph 5(a) of this Document, the Product Specification Requirements of the Merchant are the Merchant Product Specifications (Policy 4), or the FreshSpecs Produce Standards from time to time to the extent to which these requirements are not consistent with the Merchant requirements. The FreshSpecs Produce Standards are published by Fresh Markets Australia (www.freshmarkets.com.au).
APPENDICES
1. DEFINITIONS
In these terms–
Code means the Horticulture Code of Conduct prescribed by the Competition and Consumer (Industry Codes–Horticulture) Regulations 2017, as amended from time to time.
Delivery occurs when Horticulture Produce is received and accepted by a third party buyer from the Merchant. A non-delivery event will occur when the Merchant rejects the Horticulture Produce in accordance with the HPA.
Grower means a person who grows Horticulture Produce for sale and for the purposes of this document is the person specified on page 1 of the HPA.
Horticulture Produce means unprocessed fruit, unprocessed vegetables (including mushrooms and other edible fungi), unprocessed nuts, unprocessed herbs, other unprocessed edible plants, but does not include Nursery Products.
Merchant means a person who purchases Horticulture Produce from a Grower for the purpose of resale of that Horticulture Produce, but does not include:(a) a person who purchases the Horticulture Produce for export by that person, or
(b) a person who purchases the Horticulture Produce for retail sale by that person
and for the purposes of these terms is Greenlane International Pty Ltd
Nursery Products include: trees, shrubs, plants, seeds, bulbs, corns and tubers (other than edible tubers); propagating material and plant tissue cultures, grown for ornamental purposes or for producing fruits, vegetables, nuts or cut flowers or foliage; and cut flowers or foliage.
2. Interpretation
In these terms, unless the contrary intention appears:
(a) words in the singular include the plural and words in the plural include the singular
(b) the word ‘includes’ in any form is not a word of limitation
(c) a reference to ‘$’ or dollars is a reference to Australian dollars
(d) a reference to any legislation or legislative provision includes a statutory modification, substitution or re-enactment of that legislation or legislative provision
(e) if any word or phrase is given a defined meaning, any part of speech or other grammatical form of that word or phrase has a corresponding meaning.