Terms & Conditions

Definitions and Interpretation

1.1 Definitions

In these Terms and Conditions, unless the context otherwise requires, the following capitalised terms have the meanings set out below:

1.2 Interpretation

• A reference to a statute includes all regulations, orders, and instruments made under it and any amendment, re-enactment, or replacement.
• Headings are for convenience only and do not affect interpretation.
• The singular includes the plural and vice versa; a gender includes all genders.
• “Including” and similar expressions are not words of limitation.
• A reference to “writing” includes email and electronic communication.
• If there is inconsistency between these Terms and a Sales Confirmation, the Sales Confirmation prevails to the extent of the inconsistency.
• Monetary amounts are in Australian Dollars (AUD) unless otherwise specified.

Application and Acceptance

2.1 These Terms apply to all sales, quotations, offers, and supply of Goods by Inhause. Any Order placed by the Buyer constitutes an irrevocable offer to purchase Goods on these Terms.

2.2 The Buyer’s terms and conditions of purchase are expressly excluded and shall have no force or effect, even if referenced in or attached to the Buyer’s Order. No course of dealing or trade custom shall vary these Terms.

2.3 Inhause’s acceptance of an Order is not effective until Inhause issues a Sales Confirmation. Inhause may accept or reject any Order at its absolute discretion without assigning any reason.

2.4 Any quotation or price indication is indicative only, is not a binding offer, and may be withdrawn at any time prior to issuance of a Sales Confirmation.

2.5 These Terms may be amended by Inhause at any time by written notice. Continued placement of Orders constitutes acceptance of the amended Terms.

Goods and Specifications

3.1 Inhause shall supply the Goods in accordance with the Specifications. The Buyer acknowledges that dairy commodities are natural products subject to inherent variability, and minor deviations within industry-accepted tolerances shall not constitute a Defect.

3.2 All descriptive specifications, illustrations, and advertising material are approximate only, do not form part of the Agreement, and do not give rise to any representation, warranty, or condition.

3.3 Inhause reserves the right to make changes to the Specifications required to comply with law or that do not materially affect quality or performance.

3.4 Goods described as “Downgrade”, “Off-spec”, or “Stockfeed” grade are sold on an “as is, where is” basis. The Buyer accepts full responsibility for determining suitability for intended use.

3.5 Samples are indicative only. Batch-to-batch variation is inherent and delivered Goods may differ from any sample previously provided.

Price and Taxes

4.1 The Price shall be as set out in the Sales Confirmation. All Prices are exclusive of GST, freight, insurance, duties, tariffs, port charges, storage, handling, and any other applicable Taxes, which are for the Buyer’s account.

4.2 Inhause may vary the Price at any time prior to Delivery if there is a material change in cost base, including raw material costs, supplier pricing, freight, exchange rates, tariffs, duties, government charges, insurance, or as a result of any Force Majeure Event.

4.3 Where GST is payable, the Buyer shall pay the GST amount in addition to the Price. Inhause will issue a compliant tax invoice.

4.4 All payments must be made free of any withholding, deduction, set-off, or counterclaim. If any deduction is required by law, the Buyer shall gross up the payment so Inhause receives the full amount due.

4.5 All exchange rate risk in cross-border transactions is borne by the Buyer unless expressly agreed otherwise.

Payment Terms

5.1 Unless otherwise specified, payment terms are cash on or before Delivery (COD). Where credit is extended, payment shall be made strictly within the stated credit period.

5.2 Payment is due in AUD by electronic funds transfer or via Inhause’s payment platform. Payment by cheque is not accepted.

5.3 For international transactions, Inhause may require payment by irrevocable Letter of Credit at sight issued by a bank acceptable to Inhause. All banking charges are borne by the Buyer.

5.4 Time for payment is of the essence. If the Buyer fails to pay by the due date, Inhause may:

• Charge interest at the Late Payment Rate from due date until payment in full
• Suspend or cancel further Deliveries under this or any other agreement
• Require prepayment or COD for all future Orders
• Reduce, withdraw, or vary the Buyer’s Credit Limit
• Apply any payment received against any amount owing in any order Inhause determines
• Set off any amount owing by Inhause against any amount owing by the Buyer
• Recover all costs including legal costs on a full indemnity basis and debt collection costs

5.5 The Buyer shall not withhold, deduct, or set off any amount from any payment due to Inhause on account of any claim, dispute, or counterclaim.

5.6 Inhause reserves the right to require a personal guarantee or director’s guarantee as a condition of extending credit.

Delivery

6.1 Delivery shall be in accordance with the applicable Incoterm. Unless otherwise stated, Delivery is Ex-Works (EXW Incoterms 2020) from Inhause’s nominated warehouse, factory, or supplier’s premises.

6.2 Delivery dates are estimates only and time for Delivery is not of the essence. Inhause shall not be liable for any delay howsoever caused.

6.3 Risk passes to the Buyer in accordance with the applicable Incoterm. Where none is specified, risk passes upon Delivery at the Delivery Point.

6.4 Inhause may deliver by instalments. Each instalment is a separate contract. A delay in or defect with one instalment does not entitle cancellation of any other instalment.

6.5 If the Buyer fails to take Delivery, Inhause may:

• Store the Goods at the Buyer’s sole risk and expense including warehousing, insurance, handling, and demurrage
• Sell the Goods to a third party and recover any shortfall plus all related costs
• Treat the failure as a repudiation and claim damages accordingly

6.6 Inhause may make partial Deliveries and invoice for each separately.

6.7 Delivery within ±10% of the stated quantity constitutes full performance of Inhause’s delivery obligation.

Title, Retention of Title, and Security Interest

7.1 Title remains with Inhause until payment in full (in cleared funds) for: (a) the Goods; (b) all other goods supplied by Inhause; and (c) all other amounts owing on any account whatsoever.

7.2 Until title passes, the Buyer:

• Holds the Goods as bailee and fiduciary agent for Inhause
• Must store the Goods separately, properly protected, insured, and identified as Inhause’s property
• Must not remove, deface, or obscure any identifying marks or packaging
• Must maintain insurance for full replacement value with Inhause as loss payee
• May resell in the ordinary course of business but must hold proceeds on trust for Inhause
• Must account immediately for resale or insurance proceeds
• Must not create any charge, lien, or security interest in favour of any third party
• Must immediately notify Inhause of any third-party step to seize or attach the Goods

7.3 Inhause may at any time before title passes, without notice and without liability, enter any premises where the Goods are stored and repossess them. The Buyer grants Inhause an irrevocable licence for this purpose.

7.4 The Buyer acknowledges a PMSI in favour of Inhause under the PPSA. The Buyer consents to Inhause registering a financing statement on the PPSR.

7.5 The Buyer waives its rights under sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4), 135, 142, and 143 of the PPSA and agrees sections 127, 129(2), 129(3), 130(1)(a), 132, 134(2), 135, 136(3)-(5), 137, and 143 do not apply.

7.6 The Buyer must not disclose information of the kind described in section 275(1) of the PPSA and agrees section 275(7)(c) applies.

7.7 Where Goods are mixed or commingled, Inhause retains a security interest proportional to the value of its Goods in the resulting mass or product.

Inspection, Acceptance, and Claims

8.1 The Buyer must inspect immediately upon Delivery. The Buyer is deemed to have accepted the Goods unless written notice of any Defect, shortage, or non-conformance is given within the Claims Period.

8.2 Failure to give notice within the Claims Period constitutes irrevocable acceptance and the Buyer waives all claims.

8.3 If Inhause accepts a Defect exists, Inhause’s sole liability and the Buyer’s exclusive remedy is, at Inhause’s election: (a) replacement of the Defective Goods; or (b) credit note or refund for the Price of the Defective Goods.

8.4 No claim is accepted unless the Buyer has retained the Goods in delivered condition and made them available for inspection. No returns without Inhause’s prior written consent and authorised return material number.

8.5 A COA from the manufacturer or accredited laboratory is conclusive evidence of Specifications unless the Buyer provides independent accredited analysis demonstrating non-conformance at its own cost.

8.6 The Buyer assumes sole responsibility for ensuring the Goods are suitable for the Buyer’s intended use. Inhause makes no representation as to fitness for any particular purpose.

Warranties and Exclusions

9.1 To the maximum extent permitted by law, all conditions, warranties, guarantees, and representations not expressly set out in the Agreement are excluded, including implied warranties of merchantability, fitness for purpose, or correspondence with description or sample.

9.2 To the extent permitted by law under the Australian Consumer Law, Inhause’s liability for breach of any consumer guarantee is limited to: replacement of the Goods; supply of equivalent goods; or refund of the Price paid.

9.3 The Buyer warrants that it is purchasing for commercial purposes and not as a consumer.

9.4 The Buyer warrants that it holds all necessary licences, permits, and approvals, will comply with all applicable laws including food safety and labelling, and will not sell or distribute in breach of any sanctions or trade restrictions.

Limitation of Liability

10.1 To the maximum extent permitted by law, Inhause’s total aggregate liability shall not exceed the Price actually paid for the specific Goods giving rise to the claim.

10.2 Inhause shall in no circumstances be liable for any indirect, consequential, special, incidental, or punitive loss or damage, including:

• Loss of profit, revenue, business, goodwill, or anticipated savings
• Loss of contracts, opportunities, or markets
• Loss or corruption of data
• Business interruption or production downtime
• Wasted expenditure or management time
• Cost of substitute goods or services
• Claims by the Buyer’s customers or any third party
• Any loss arising from recall, withdrawal, or disposal of products containing the Goods

even if Inhause has been advised of the possibility of such loss or such loss was foreseeable.

10.3 These limitations survive termination or expiry of the Agreement.

Indemnity

11.1 The Buyer shall indemnify, defend, and hold harmless Inhause from and against all Loss arising out of or in connection with:

• The Buyer’s breach of the Agreement or any warranty under these Terms
• The Buyer’s use, processing, storage, handling, resale, or disposal of the Goods
• Any third-party claim arising from the Buyer’s distribution or use of the Goods
• The Buyer’s failure to comply with applicable laws or industry standards
• Any IP infringement arising from the Buyer’s specifications or requirements
• Any Insolvency Event affecting the Buyer

11.2 This indemnity is a continuing obligation, survives termination, and is enforceable without Inhause first incurring any expense.

Force Majeure

12.1 Inhause shall not be liable for any failure or delay in performance to the extent caused by a Force Majeure Event.

12.2 If a Force Majeure Event persists for sixty (60) or more continuous days, Inhause may cancel the affected Order or Agreement without liability.

12.3 The closure, blockade, or disruption of any shipping lane, strait, canal, or trade route (including the Strait of Hormuz, Red Sea, Suez Canal, Panama Canal) constitutes a Force Majeure Event entitling Inhause to adjust timelines, reroute shipments, reprice to reflect increased freight or insurance, or cancel affected Orders.

12.4 The Buyer is not entitled to cancel, refuse Delivery, or make any claim by reason of any Force Majeure Event.

Cancellation and Termination

13.1 An Order may not be cancelled by the Buyer except with Inhause’s prior written consent and upon payment of a cancellation fee equal to the greater of: (a) 25% of the Price; or (b) all costs, expenses, and losses incurred by Inhause (including supplier commitments, freight bookings, hedging costs, and lost margin).

13.2 Inhause may cancel any Order, suspend performance, or terminate immediately if:

• The Buyer fails to pay any amount when due
• The Buyer commits a material breach not remedied within five (5) Business Days of notice
• An Insolvency Event occurs
• Inhause reasonably believes the Buyer will be unable to pay when due
• Material adverse change in the Buyer’s financial position
• Credit Limit exceeded or withdrawn
• Force Majeure Event persists for more than sixty (60) days

13.3 Termination does not affect accrued rights, obligations, or liabilities.

13.4 Upon termination, all amounts owing become immediately due and payable.

Intellectual Property

14.1 All Intellectual Property in Inhause’s products, platform, technology, branding, market intelligence, pricing indices, algorithms, databases, and documentation remains the sole and exclusive property of Inhause.

14.2 The Buyer shall not use Inhause’s name, trademarks, logos, or branding without prior written consent.

Confidentiality

15.1 The Buyer shall keep confidential all Confidential Information and not disclose to any third party without Inhause’s prior written consent, except to employees or advisers on a need-to-know basis bound by equivalent obligations, or as required by law.

15.2 Inhause’s pricing, margins, supplier identity, supply chain arrangements, trade routes, and market intelligence are commercially sensitive Confidential Information.

15.3 Confidentiality obligations survive for five (5) years after termination.

Non-Circumvention and Non-Solicitation

16.1 The Buyer shall not, during the Agreement and for two (2) years after termination, directly or indirectly:

• Contact, approach, solicit, or deal with any of Inhause’s suppliers for the purpose of purchasing dairy commodities, where the supplier’s identity was disclosed through the relationship with Inhause
• Solicit or entice away any employee, contractor, or agent of Inhause
• Take any action designed to circumvent Inhause’s role as intermediary

16.2 The Buyer acknowledges that breach would cause irreparable harm for which damages alone are inadequate. Inhause may seek injunctive relief without proving actual damages or posting bond.

16.3 Liquidated damages for breach: 20% of the gross value of all transactions with the relevant supplier, or AUD 250,000, whichever is greater.

Regulatory Compliance and Food Safety

17.1 The Buyer is solely responsible for ensuring the Goods comply with all applicable regulatory requirements in the jurisdiction of import, use, or sale — including food safety laws, labelling, allergen declarations, accreditation requirements (FSSAI, FDA, FSANZ, or equivalent), and import permits.

17.2 Inhause does not warrant that the Goods or manufacturing facility are accredited by any regulatory authority in any jurisdiction unless expressly stated in the Sales Confirmation.

17.3 The Buyer shall indemnify Inhause against all Loss arising from any failure to obtain or maintain regulatory approvals.

Insurance

18.1 The Buyer shall maintain adequate insurance from the point risk passes, including product liability, transit, and general liability insurance with limits no less than AUD 10,000,000 per occurrence.

18.2 Certificates of currency must be provided upon request.

Privacy and Data

19.1 Inhause collects, holds, uses, and discloses personal information in accordance with its privacy policy and the Privacy Act 1988 (Cth). The Buyer consents to Inhause using information for creditworthiness assessment, account administration, marketing, and legal compliance.

19.2 The Buyer consents to Inhause obtaining credit reports and exchanging credit information with credit reporting bodies and other credit providers.

Dispute Resolution

20.1 Any dispute shall first be referred to senior management of each party for resolution within ten (10) Business Days.

20.2 If unresolved, either party may refer the dispute to mediation in Sydney, New South Wales under the Australian Disputes Centre mediation rules. Costs shared equally.

20.3 Nothing prevents Inhause from commencing proceedings for urgent interlocutory relief, debt enforcement, or protection of its Intellectual Property or Confidential Information.

Governing Law and Jurisdiction

21.1 Governed by the laws of the State of New South Wales, Australia.

21.2 The parties submit to the exclusive jurisdiction of the courts of New South Wales and courts of appeal therefrom.

21.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

General Provisions

22.1 Assignment. The Buyer may not assign without Inhause’s prior written consent. Inhause may assign without consent.

22.2 Waiver. No failure or delay by Inhause in exercising any right constitutes a waiver.

22.3 Severability. If any provision is held invalid, the remaining provisions continue in full force.

22.4 Entire Agreement. The Agreement constitutes the entire agreement and supersedes all prior negotiations and representations.

22.5 Notices. All notices must be in writing by email to info@inhause.com.au or prepaid post to the addresses specified in the Sales Confirmation. Email notice is deemed received on the next Business Day.

22.6 No Partnership. Nothing creates a partnership, joint venture, agency, or employment relationship.

22.7 Costs. Each party bears its own costs except as otherwise provided (including Inhause’s right to recover debt collection costs and legal fees on a full indemnity basis).

22.8 Counterparts. May be executed in counterparts; together they constitute one agreement.

22.9 Survival. Clauses 7, 8, 9, 10, 11, 14, 15, 16, 19, 20, and 21 survive termination or expiry.

Execution

By signing below or by placing an Order (whichever occurs first), the Buyer acknowledges that it has read, understood, and agrees to be bound by these Terms.