Egmont Honey Supplier Agreement

BACKGROUND

1. Egmont procures, produces, distributes and export grade quality honey (“Goods”).

2. In making this Agreement, each party is clear on their roles and capabilities of fulfilling those roles for the term of this Agreement.

3. The parties wish to record the terms and conditions of their relationship in this Agreement.

THE PARTIES AGREE as follows:

0.0 BACKGROUND CONFIRMED

The background is confirmed.

1.0 INTERPRETATION AND DEFINITIONS

1.1 Definitions

In this Agreement, the following terms shall have the following meanings:

“ Claim ” means any demand, claim, action, proceeding, prosecution, notice, investigation or suit, made, threatened or brought by or against a person, however arising and whether present, unascertained, immediate, future, prospective or contingent.

“ Branded Goods ” means retail Mānuka honey product or goods, designed, marketed and distributed on the terms set out in the Agreement.

“ Defect ” means any error, defect, omission, deficiency, non-conformity, fault in the Goods which Egmont is responsible for and is otherwise not in accordance with this Agreement.

“ Loss ” means any:

(a) Loss, liability, damage, cost or expense;

(b) loss of contract, profit, revenue or anticipated savings;

(c) loss of, or damage to, reputation, credit rating or goodwill;

(d) loss or denial of opportunity;

(e) loss of access to markets;

(f) overheads and wasted expenditure;

(g) financing costs;

(h) special, incidental or punitive damages; or

(i) loss or damage arising from special circumstances that are outside the ordinary course of things,

however arising in respect of any circumstances under or in connection with this Agreement, and regardless of whether a Claim for same is made under this Agreement, a any act, regulation or other statutory instrument, tort, negligence, strict liability, under an indemnity or a warranty, in equity or otherwise.

“ New Zealand Standards ” means the standards developed and approved by or on behalf of Standards New Zealand and designated as a “New Zealand Standard” and shall include shared Australian/New Zealand Standards (designated AS/NZS).

“ Regulatory Requirement ” means:

(a) Any act, regulation or other statutory instrument or proclamation of any applicable jurisdiction in which any act or obligation in connection with this Agreement is or is to be carried out or regulated;

(b) Any applicable New Zealand Standards and codes; and

(c) Relevant to a party or the supply, receipt or use of the Goods.

1.2 Interpretation

(a) In this Agreement reference to the plural includes reference to the singular and vice versa.

(b) In this Agreement reference to any statutory provision shall include any statutory provision which amends or replaces it and any subordinate legislation made under it.

(c) Headings inserted in this Agreement are for convenience of reference only and do not affect the interpretation of this Agreement.

2.0 EGMONT’S OBLIGATIONS

2.1 Egmont will endeavour to supply the Goods:

(a)  At the price (Contract price):

• As may be mutually agreed in writing between the parties from time to time, with any price change(s) to take effect no earlier than three (3) months from the date of such agreement;

(b) With due skill, care and diligence;

(c) In a safe and timely manner and in accordance with the applicable Regulatory Requirements, New Zealand Standards or any specifications advised by Egmont from time to time;

(d) In a competent, efficient and professional manner.

2.2 Egmont must ensure the Goods:

(a) Be free from Defects, antibiotics and/or any harmful or hazardous substances and compliant with any applicable New Zealand Standards; and

(b) Are of a quality and standard compliant with any applicable provisions prescribed by UMF Honey Association Incorporated’s through its membership license terms

• Delivers to the detail as per agreed customer specification sheey

3.0       INVOICING AND PAYMENT

3.1 Egmont must issue invoices for the Goods provided in any given period of time or order (as the case may be), and under this Agreement:

3.1.1 In the form of a tax invoice, complying with the requirements of the Goods and Services Tax Act 1985; and

3.1.2 Include or be accompanied by:

3.1.3 Any information or documents required by any applicable tax Regulatory

Requirement;

3.1.4 Documentation which supports and verifies the Goods supplied and for which Egmont claims payment

7.1.5 The purchasing party agrees to pay invoices as per payment and Inco terms outlined in the proforma

4.0 INSURANCE

4.1 Egmont must obtain and maintain with a major insurance company carrying on general insurance business in New Zealand professional indemnity insurance, covering all professional activities undertaken in supplying the Goods and as otherwise required by a Regulatory Requirement

4.2 Egmont shall ensure the the insurance policy in clause 8.1

5.0 TERMINATION

Either party may terminate agreement at its absolute and sole discretion and convenience by providing one (1) month’s written notice of such termination without the need to provide any reason for such termination. Egmont will have to honour any existing or current order or purchase order within the month of termination.

6.0 CONSEQUENCES OF TERMINATION

>Termination of this Agreement shall be without prejudice to, and shall not be deemed a waiver of any Claims which any party may have against any other party in respect of any breach or other failure to comply with any term of this Agreement prior to the date of termination.

7.0 PRE-EMINENCE OF AGREEMENT

This Agreement records the entire agreement between the parties with respect to its subject matter. It supersedes all prior (or other) agreements, contracts, obligations, representations, conduct and understandings the parties had or may have had in relation to the same subject matter.

8.0 GOVERNING LAW

This Agreement shall be governed by and interpreted according to the laws of New Zealand and each party irrevocably submits itself to the exclusive jurisdiction of the New Zealand courts in respect of any proceedings or Claim arising out of or relating to this Agreement.

9.0 FURTHER ASSURANCES

The parties shall execute and deliver all documents and do all things necessary for the proper and complete performance of their respective obligations under this Agreement.