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TERMS and CONDITIONS
Ref TC2009-V1
All orders placed by the Customer and accepted by the Supplier and all Goods supplied by the Supplier to the Customer are supplied on and subject to the following Terms.
1. Definitions
1.1 In these terms and conditions:
"Australian Consumer Law" means the Australian Consumer Law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth);
"Commercial Credit Application" means the credit application pursuant to which Turosi has agreed to supply Goods on credit to the Customer;
"Contract" means any agreement between the Supplier and the Customer for the supply of the Goods;
"Customer" means any person, including the purchaser or customer listed in the attached invoice or applicant described in the Commercial Credit Application, successors and administrators who have requested the supply of the Goods from the Supplier;
"Goods" means the goods supplied by the Supplier to the Customer;
"order" means any request for the supply of Goods received by the Supplier from the Customer;
"Price" means the amount payable by the Customer to the Supplier for the Goods as set out in clause 4.1 and as amended from time to time in accordance with clause 4.2;
"Supplier" means the relevant Turosi entity who is supplying the services under these T&C's;
"Terms" means these terms and conditions as amended from time to time in accordance with clause 17; and
"Turosi" means, as appropriate, Turosi Pty Ltd ABN 92 620 198 165, as well as Turosi Farming Pty Ltd ABN 43 626 773 126, TURI Foods Pty Ltd ABN 27 050 242 923, and OSI International Foods (Australia) Pty Limited ABN 47 076 945 116, together with each of its wholly owned subsidiaries, related bodies corporate and assignors.
1.2 In these Terms unless the context otherwise requires:
(a) the singular includes the plural and vice versa and each gender includes each other gender;
(b) headings are included for convenience only and do not affect the interpretation of these Terms; and
Updated September 1st 2025
(c) reference to a person includes any other entity recognised by law and vice versa.
2. General
2.1 These Terms supersede any prior agreement, arrangement or understanding and may only be varied in accordance with clause 17.
2.2 Each order will be upon and subject to these Terms and to the exclusion of all other terms and conditions including terms and conditions contained in any order or other document of the Customer unless expressly agreed by the Supplier in writing. By receiving delivery and/or supply of all or a portion of the Goods, the Customer will be deemed to have accepted these Terms.
3. Orders / Contract
3.1 The placing of an order by the Customer shall be an offer to purchase (in accordance with these Terms) which may be accepted by the Supplier. The Customer's order may be written or verbal and may consist of a standing order or may be made from time to time.
3.2 Subject to clauses 4.2 and 17, the Customer will not be entitled to cancel or refuse delivery of, or payment for, any order accepted by the Supplier.
4. Price
4.1 All Goods are sold to the Customer at the Supplier's published price on the day of acceptance of an order as identified in the relevant tax invoice unless varied in accordance with clause 4.2.
4.2 The Supplier may vary the Price by written notice to the Customer no later than 10 days before the expected date of delivery (Price Notice). Any Price Notice given to the Customer after that date will be of no effect.
4.3 If the Customer does not accept the variation to the Price contained in a Price Notice it must inform the Supplier in writing of its cancelation of the relevant order no later than 5 days before the expected date of delivery, failing which the Customer will be deemed to have accepted the price increase for the Goods. Cancelation of an order pursuant to this clause 4.3 shall be without penalty or cost to the Customer.
4.4 All Prices are exclusive of any Goods and Services Tax within the meaning of the A New Tax System (Goods and Services Tax) Act 1999 (GST). GST or other government imposts shall be payable by Customer and the Customer shall indemnify the Supplier in respect of any GST or other charges which may be payable as a result of any supply of Goods to the Customer. Any GST amount will be separately identified on all tax invoices.
5. Payment
5.1 Subject to clause 5.2 and clause 8, unless otherwise agreed in writing by the Supplier, the Customer must pay cash for the Goods on delivery. The Customer must pay to the Supplier the charges set out in the relevant invoice when due, or otherwise agreed or applicable under these Terms, in accordance with the Supplier's terms of payment without set off, counterclaim, deferment on account, or deduction of any kind whatsoever.
5.2 Where Turosi has agreed to extend credit to the Customer payment for all Goods must be made in accordance with the payment terms set out in the Commercial Credit Application.
5.3 Payment for all Goods is due and must be made in accordance with this clause 5 irrespective of whether or not the Customer has signed the accompanying tax invoice and/or delivery docket.
5.4 The Supplier's express or implied approval for extending credit to the Customer may be revoked or withdrawn by the Supplier, acting reasonably at any time.
6. Overdue Amounts
6.1 If the Customer fails to pay all or part of any amount to the Supplier on the due date, simple interest will be payable on the balance of the outstanding amount invoiced to the Customer, from the due date until it is paid in full, at the rate prescribed under the Penalty Interest Rate Act 1983 (Vic) plus 3%. Any payments made by the Customer will be first applied by the Supplier to the accrued interest, if any.
6.2 The Customer is liable for all reasonable expenses (including any debt collection fees and legal costs) incurred by the Supplier for enforcement of obligations and recovery of any money due from the Customer to the Supplier under these Terms.
7. Delivery and Supply
7.1 The Supplier reserves the right to stop supply at any time if the Customer fails to comply with these Terms.
7.2 Delivery will be made to the place notified by the Customer for that purpose, otherwise it will be at the Customer's business address.
7.3 The Supplier will make reasonable efforts to deliver the Goods within a reasonable time from the date of the order and to the place designated by the Customer. The Supplier has the right to make delivery of the Goods in instalments (unless the Customer otherwise advises the Supplier in writing) and if any one or more of those instalments are defective for any reason, the defective instalment is a severable breach that will give rise only to a claim for compensation (in accordance with these Terms) and will not constitute a repudiation of the Contract.
7.4 Any times quoted for delivery and/or supply are estimates only and the Supplier shall not be liable for failure to deliver/supply or for delay in delivery/supply of the Goods. The Customer shall not be relieved of any obligation to accept or pay for Goods by reason of any delay in delivery/supply.
8. Credit
8.1 If the Customer wishes to purchase Goods on credit the Customer must apply for credit with Turosi by completing the Commercial Credit Application, which application Turosi may, in its sole discretion, refuse. The Customer is not entitled to credit facilities until the Customer receives written notification from Turosi that credit facilities have been approved and confirmation of the credit terms and conditions upon which approval has been granted.
8.2 Turosi reserves the right to terminate or vary any credit facility at any time upon the provision of written notice to the Customer. The Supplier may dispense with notice in the event that it determines, acting reasonably, that it is necessary to protect its legitimate business interests.
8.3 Turosi reserves the right at any time to require the Customer to provide security as a condition to the grant or continuation of any credit facility. Security may, at the discretion of Turosi, be in form of a bank guarantee, directors' guarantee, mortgage, charge or Bill of Sale.
8.4 Subject to clause 8.5, where Turosi has agreed to extend credit to the Customer, the Supplier will submit to the Customer an invoice for the Goods (or any part thereof) delivered to the Customer and the full amount of each invoice must be paid by the Customer no later than the date for payment specified on the invoice and if no payment date is specified in accordance with the payment terms set out in the Commercial Credit Application.
8.5 Notwithstanding any date for payment which may be specified on any invoice issued by the Supplier or otherwise provided for in these Terms, the Customer must at all times ensure that the total amount outstanding from time to time remains within the predetermined credit limit set by Turosi.
9. Condition of Goods and Short Delivery
9.1 The provisions of this clause 9 are subject at all times to the Customer's rights under all applicable laws and regulations (including its rights under the Australian Consumer Law).
9.2 Any claim for any defect in the Goods or that the Goods are not in accordance with the order must be notified (in writing or by telephone) to the Supplier (Defect Claim) within 48 hours after the delivery of those Goods.
9.3 Upon receiving a Defect Claim, the Supplier will assess it and, if the Defect Claim is established, use its best endeavours to ensure that the defect is rectified to the Customer's reasonable satisfaction, without additional cost to the Customer. The Customer agrees to provide information, co-operate and assist the Supplier in doing so, at no cost to Supplier.
9.4 If the Customer does not provide a Defect Claim within 48 hours after the delivery of those Goods, the Customer will be deemed to have accepted the Goods.
9.5 To the extent that some Goods are not delivered at all, or that a defect cannot be rectified, the amounts payable by the Customer will be reduced in proportion to the non-delivery or reduced value attributable to the defect.
9.6 In the event of a dispute as to the existence or extent of a Defect, the provisions of clause 18 shall apply.
10. Return of Goods
10.1 The provisions of this clause 10 are subject at all times to the Customer's rights under all applicable laws and regulations (including its rights under the Australian Consumer Law).
10.2 The Supplier is not bound to accept return of any Goods from the Customer and the Supplier is not bound to refund any money to the Customer.
10.3 No Goods are to be returned to the Supplier without the Supplier's written consent in which case the Goods must be returned to the Supplier in accordance with any procedures notified by the Supplier to the Customer.
11. Goods Sold
All Goods are as described on the order and the description prevails over all other descriptions including any specifications or enquiry by the Customer.
12. Exclusion of Liability
12.1 Subject to this clause 12, a party's total liability to the other party arising out of or in connection with the Goods or these Terms, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the amount paid by the Customer to the Supplier for the Goods in the twelve (12) months preceding the event that gave rise to that liability.
12.2 Subject to this clause 12, any written warranty the Supplier provides to the Customer in these Terms and any rights which cannot be excluded by law (including under the Australian Consumer Law) (Non-Excludable Rights), all warranties, conditions, liabilities or representations (whether express, implied, statutory or otherwise) as to the quality or fitness of the goods or services or as to the accuracy of information, advice or other services concerning the goods or services, are expressly excluded.
12.3 These Terms do not exclude, restrict or modify the application of any statutory provision (including a provision of the Australian Consumer Law) where to do so would contravene that statute or cause any part of this agreement to be void.
12.4 The Supplier's goods come with guarantees that cannot be excluded under the Australian Consumer Law. The Customer is entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage.
12.5 The Customer is also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
12.6 Subject to clauses 12.1 to 12.5 (inclusive) and to the extent permitted by law (including under the Australian Consumer Law), the Supplier's liability for a breach of these Terms, any Non-Excludable Rights or any other written warranty that the Supplier provides to the Customer is limited, at the Supplier's option, to one or more of the following:
(a) replacing the goods or supplying equivalent goods; or
(b) paying the cost of replacing the goods or of acquiring equivalent goods.
12.7 Subject to this clause 12 and to the maximum extent permitted by law, the Customer expressly understands and agrees that the Supplier, its affiliates, employees, agents, contributors and licensors is not liable to the Customer for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This will include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.
13. Title and Risk
13.1 Risk in the Goods and the risk of deterioration shall pass to the Customer immediately upon delivery. From delivery the Customer must properly handle and store the Goods so as to minimise deterioration.
13.2 Notwithstanding clause 13.1, title in the Goods will not pass to the Customer and the Customer will hold all Goods on trust and as bailee for the Supplier until all amounts owed by the Customer to the Supplier have been paid in full.
13.3 Until title vests in the Customer under this clause 13, the Customer must keep the Goods separate from other goods such that the Goods are clearly identifiable and distinguishable from other goods in the possession of the Customer.
13.4 In the event that the Customer disposes of the Goods or incorporates or transforms the Goods (or any portion of them) into any other goods or products produced by the Customer (or a third party), the Customer must hold the proceeds of sale for such goods or products on trust for the Supplier and shall separately bank the proceeds and account for them to the Supplier.
13.5 In the event that the Goods are incorporated into another product this clause 13 applies to the "end product" as if the "end product" were the goods supplied by the Supplier to the Customer.
14. Personal Property Securities
14.1 The Customer agrees that the Supplier holds a security interest over the Goods supplied by the Supplier to the Customer and the Proceeds (as defined in the Personal Property Securities Act 2009 (Cth) (PPSA)) arising from the Goods. That security interest is a Purchase Money Security Interest to the extent the arrangements under these Terms are a Purchase Money Security Interest (as defined in PPSA). The Supplier's rights under these Terms are in addition to and not in substitution for the Supplier's rights under other laws (including the PPSA) and the Supplier may choose whether to exercise rights under these Terms, and/or under such other laws, as it sees fit.
14.2 The Customer waives its rights to receive notice of a verification statement under section 157 of the PPSA.
14.3 To the extent the law permits:
(a) for the purposes of s115(1) and 115(7) of the PPSA:
(i) the Supplier need not comply with sections 95, 118, 121(4), 125, 130, 132(3)(d) or 132(4); and
(ii) sections 142 and 143 are excluded; and
(b) for the purposes of s115(7) of the PPSA, the Supplier need not comply with sections 132 and 137(3).
15. Default by Customer
15.1 In the event that:
(a) the Customer breaches these Terms;
(b) any money payable to the Supplier becomes overdue or the Customer is unable to meet its payments as they fall due;
(c) the Customer becomes bankrupt, insolvent, convenes a meeting with its creditors or proposes to enter into an arrangement with its creditors; or
(d) a receiver, manger or liquidator (provisional or otherwise) is appointed in respect of the Customer or any asset of the Customer, then: (i) the Supplier may cancel all or any part of an unfulfilled order; (ii) all amounts due to the Supplier will, whether or not due for payment, become immediately payable; (iii) the Supplier may terminate any Contract or these Terms; and (iv) the Supplier or its agent may: (A) require the Customer to deliver up to the Supplier all Goods in its possession or control; and/or (B) immediately enter upon any premises upon which the Supplier reasonably believes the Goods may be stored for the purpose of taking possession of the Goods. The Customer hereby irrevocably gives its consent, and will obtain the consent of any third party on whose property the Goods are located, to enable the Supplier to enter into the premises to repossess the Goods.
15.2 The Customer must indemnify and keep indemnified the Supplier against any claim, action, damage, loss, liability, cost (including legal costs, debt collection agency fees and bank costs), charge, expense outgoing, payment which the Supplier suffers, incurs or is liable for in respect of the Supplier exercising its rights under clauses 13 and 15.1 or as a result of the Customer breaching its obligations under clauses 13 and 15.1.
16. Key drop delivery
Keys to the premises of the Customer will not be returned to the Customer until all amounts owing to the Supplier by the Customer are paid in full.
17. Variation
17.1 Subject to this clause 17, the Supplier may amend these Terms from time to time, acting reasonably. Where the Supplier seeks to vary these Terms, the Supplier must provide at least 14 days prior written notice of such proposed changes to the Customer, noting the date from which the proposed changes will come into effect.
17.2 Any variation to these Terms will not affect orders already in progress at the time the variation takes effect, these orders will continue to be subject to the Terms at the time of the order. The varied Terms will apply to all orders submitted after the time the variation takes effect.
17.3 It is the Customer's responsibility to check the Terms each time before it makes an order and any subsequent order after a variation takes effect will be deemed as an acceptance of the revised Terms.
17.4 If the Customer does not wish to continue with an order because the Supplier has changed the Terms, the Customer must notify the Supplier that it does not wish to continue with an order and we will cancel the order at no cost to the Customer.
18. Dispute Resolution
18.1 If any dispute arises in relation to an order or these Terms, including in relation to its interpretation or any aspect of its performance, no party may commence any form of legal proceedings, unless and until the parties have complied with the procedures set out in this clause 18, except where a party seeks urgent interlocutory relief or the dispute relates to compliance with this clause 18.
18.2 If any dispute arises in relation to an order or these Terms, either party may give written notice (Dispute Notice) to the other party claiming that a dispute has arisen, specifying the nature of the dispute, and request that a meeting be held between one duly authorised representative of each party within 10 days.
18.3 If a party receives a Dispute Notice from the other party in accordance with clause 18.2, that party, and the party that gave the Dispute Notice, must cause a representative to attend at the meeting referred to in that notice, which may be held by contemporaneous linking by telephone or live audio visual transmission (or similar).
18.4 If the parties have not resolved the dispute within 10 days of the meeting referred to in clause 18.3 (or such further period as agreed in writing by them), the parties must mediate the dispute, which must be conducted in Melbourne (or as agreed in writing between the parties), in accordance with the ACICA Mediation Rules (in operation from time to time) by the Australian Centre for International Commercial Arbitration (ACICA), except where they conflict with this clause 18 in which case this clause 18 will prevail.
18.5 If the parties are required by clause 18.4 to mediate the dispute, ACICA will appoint the mediator unless the parties agree on a mediator (Mediator).
18.6 The role of the Mediator is to assist in negotiating a resolution of the dispute. The Mediator may not make a decision that is binding unless the disputing parties otherwise agree in writing.
18.7 The costs of the Mediator must be paid equally by the disputing parties but otherwise each disputing party must pay their own costs of the mediation.
18.8 If the dispute is not resolved within 10 days after referral to the Mediator, any disputing party may take legal proceedings to resolve the dispute.
19. Other
19.1 The Supplier's right are cumulative and additional to any other rights of the Supplier whether express or implied by contract or by law. No delay or failure by the Supplier to enforce any of its right is a waiver of that right. Any waiver by the Supplier of any term or breach of these Terms is not to be taken as a continuing waiver, and is capable of being revoked at the discretion of the Supplier.
19.2 These Terms, and each Contract including them, are governed by the laws of the State of Victoria. The parties submit to the jurisdiction of the courts in the State of Victoria.
19.3 Neither party may assign or otherwise deal with any or all of its rights and obligations to the other party without the other party's consent.
19.4 In the event of any inconsistency between these Terms and any other document, agreement or understanding as between the parties, these Terms will prevail.
19.5 If any part of these terms are held to be illegal or unenforceable that clause or part shall be severed with the remaining clauses or parts remaining in full force.
19.6 The legal relationship between the Customer and the Supplier is that of principal and independent contractor. These Terms are to be construed in every respect to give effect to this independence. Nothing in these Terms may be construed as creating a relationship of partnership, of principal and agent or of trustee and beneficiary.
Updated September 1st 2025
