1. Scope of Agreement

These Terms and Conditions (“Terms”) govern the supply of goods from the Supplier to Goodsnet Holdings Ltd (“Goodsnet”). By accepting a purchase order (PO) from Goodsnet, the Supplier agrees to be bound by these Terms unless otherwise agreed in writing.

2. Product Quality & Compliance

2.1 All products must comply with:

• New Zealand Food Safety Authority (NZFSA) and Australia and New Zealand Food Standards Code
• Relevant labelling, ingredients, and nutritional disclosure requirements
• Batch traceability protocols as required by MPI and our logistics platform (Unleashed)

2.2 Products must be fit for purpose, free from contamination, within expiry, and conform to the specifications agreed upon in writing or referenced in the PO.

2.3 Suppliers shall ensure that all manufacturing follows GMP and HACCP protocols and shall provide appropriate certification upon request.

3. Delivery and Risk

3.1 Time is of the essence. Late or partial deliveries may constitute a breach of contract.

3.2 Risk and title in the goods shall pass to Goodsnet only upon:

• Physical receipt of the goods at the nominated delivery point; and
• Goodsnet’s confirmation of compliance with all specifications and documentation.

3.3 The Supplier must provide all relevant export documents, including Certificate of Origin, SDS, and freight invoices, before shipment.

4. Inspection and Rejection

4.1 Goodsnet reserves the right to inspect goods upon arrival or sampling.

4.2 If goods are found to be defective, expired, damaged, delisted, incorrectly labelled, or otherwise non-compliant,
Goodsnet may:

• Reject the goods in full or in part
• Demand replacement at the Supplier’s cost
• Claim damages or initiate a cost recovery process (see Clause 7)

5. Payment Terms

5.1 Payment terms are as stated in the PO or confirmed in writing separately.

• Deposits are payable only on confirmation of compliant pre-shipment samples and documentation
• Final payment shall be made only following successful delivery, verification, and acceptance of the complete shipment, including the packing manifest, product documentation, and supporting photographic evidence.
  

5.2 Invoices must match the PO and include correct product descriptions, batch numbers, and shipment details.

6. Warranties

6.1 The Supplier warrants that:

• The goods are of merchantable quality and fit
  for their intended use;
• The goods do not infringe any third-party
  intellectual property or proprietary rights;
• ·The goods comply with all applicable laws,
  regulations, and safety standards, including but not limited to:
• The Australia New Zealand Food Standards Code (FSANZ),
• The New Zealand Food Act 2014,
• The Australia Food Standards Code as applicable, and
• All relevant requirements and certifications as set by the New Zealand Ministry for Primary Industries (MPI) and Australian state and federal regulatory bodies.

7. Cost Recovery for Non-Conformance

7.1 Goodsnet reserves the right to recover all associated costs resulting from Supplier non-conformance, including but not limited to:

• Freight and customs penalties
• Recall or withdrawal costs
• Warehousing, rework, and disposal charges
• Marketing and promotional expenditure already committed to market launch
• Retailer slotting fees, advertising, and trade marketing commitments
• Lost revenue and opportunity costs
• Administrative and legal fees

7.2 A full incident report, including root cause analysis and corrective actions, may be required from the Supplier within a specified timeframe.

8. Termination

8.1 Goodsnet may cancel the PO or terminate the relationship immediately if:

• The Supplier fails to deliver in accordance with the agreed terms
• There is a material breach of contract
• Goods are found to be unsafe, mislabelled, or in breach of regulations

9. Confidentiality

All commercial and technical information exchanged between Goodsnet and the Supplier shall be treated as confidential and not disclosed to third parties without prior written consent.

10. Governing Law

These Terms shall be governed by and construed in accordance with the laws of New Zealand. Any disputes shall be resolved under New Zealand jurisdiction, unless otherwise agreed.