Master Terms & Conditions

Dairy Trading Ventures — MM Digital Ventures Pty Ltd

ABN: 43669576863

Last updated: 8 December 2025

1. DEFINITIONS

• 'Goods' refers to all dairy and food ingredient products including powders, liquids, concentrates, by-products, downgrade materials, and surplus inventory.
• 'Specifications' refer to numerical and documented product attributes including protein, fat, moisture, microbiological limits, solubility, mesh, density, and certifications.
• 'Specification Tolerance' includes protein ±0.3%, moisture ±0.2%, fat ±0.3%, solubility ±1 unit, liquids weight variance ±1.5%, powders ±1%.
• 'Batch/Lot' means product traced by production date, batch code, tanker ID, or supplier identifier.
• 'Order Confirmation' means a written acceptance issued by DTV.
• 'Delivery Window' means an agreed 2–6 hour window for delivery.
• 'Non-Conformance Event (NCE)' is any deviation outside Specification Tolerance.
• 'Force Majeure Event' includes disruptions such as factory outages, port congestion, regulatory shutdowns, disease outbreaks, and natural disasters.
• 'Recall Event' includes recalls, withdrawals, quarantines, and regulatory enforcement actions.

2. APPLICATION, SCOPE & PRIORITY

• These Terms govern all trading, sourcing, supply, advisory, spot, and forward contracts.
• In case of conflict: Order Confirmation → Special Conditions → These Terms.

3. OFFERS, QUOTES & ORDER PROCESS

• Quotes valid for 48 hours. Pricing may adjust if dairy indices move ±1%.
• Orders binding only upon written confirmation.
• DTV may cancel orders if supply risk, safety issues, or credit concerns arise.

4. PRODUCT SPECS, QUALITY, TESTING & CLAIMS

• Buyer responsible for ensuring product is fit for purpose.
• Claims must be submitted within 24 hours for liquids, 48 hours for powders.
• Required evidence includes batch ID, storage conditions, photos, CoA comparison.
• Remedies limited to refund, replacement, or price adjustment (max 20%).

5. DELIVERY, RISK & TITLE

• Risk transfers upon tanker disconnect, unloading, or release to the buyer carrier.
• Title transfers only upon full cleared payment.
• Weight/volume variance: powders ±1%, liquids ±1.5%.
• Buyer must ensure safe access, unloading equipment, and compliant storage.

6. PAYMENT TERMS (14 DAYS)

• Payment is due strictly 14 days from invoice.
• Late payment incurs 0.05% per day interest, compounding daily.
• DTV may suspend deliveries, cancel orders, or pursue debt recovery.

7. STORAGE & HANDLING REQUIREMENTS

• Powders: <25°C, <65% RH.
• Liquids: Milk ≤4°C, Cream ≤5°C, MPC 2–4°C.
• Failure to meet storage criteria voids any claims.

8. LIABILITY LIMITATIONS

• Maximum liability is capped at invoice value of the affected batch.
• DTV is not liable for consequential loss, including lost production, profit, contracts, or downtime.

9. INDEMNITY

• Buyer indemnifies DTV for losses caused by improper storage, contamination, regulatory breaches, or misuse.

10. CANCELLATION, STORAGE & DELAYS

• Cancellation after confirmation may incur 5–25% supplier penalties.
• Storage fees: powders $10–$40/pallet/week, liquids $0.04/L per day.

11. PRODUCT RECALLS

• The buyer must respond within 2 hours and quarantine stock immediately.
• DTV liability limited to refund of affected batches.

12. CONFIDENTIALITY

• All pricing, supplier details, and commercial terms are confidential for 5 years.

13. FORCE MAJEURE

• Includes supply shortages, regulatory shutdowns, port delays, disease outbreaks, geopolitical risks.
• If lasting more than 14 days, DTV may terminate obligations without penalty.

14. DISPUTE RESOLUTION

• Stage 1: Written notice within 5 business days.
• Stage 2: Executive-level negotiation within 10 days.
• Stage 3: Mandatory mediation in NSW.
• Stage 4: Litigation if unresolved.

15. GOVERNING LAW

• These Terms are governed by NSW law. Parties submit to NSW courts.

Contact

Questions? Email hello-dairy@digitalventures.au.