Auction Terms & Conditions of Sale

These terms and conditions of sale ("Terms") govern participation in the Farmore green coffee allocation auction (the "Auction") conducted by FAR MORE HOLDINGS PTY LTD (ABN 17 628 529 537) ("Farmore", "we", "us").

"Bidder", "Buyer", "you" means the business submitting a bid. "Authorised Representative" means the individual submitting a Bid on behalf of the Bidder. "Lot" means a quantity of green coffee offered in the Auction. "Bid" means a submitted bid sheet, including all lines, quantities, bid prices, logic selections, payment terms, release timing and other selected terms. "Bid Line" means an individual line in a Bid. "Round" means the auction round identified as FARMORE-2026-R1. "Usual Price" means the indicative reference price shown for a Lot. "Guide Price" means any indicative price shown to assist Bidders. "Internal Recovery Target" means Farmore's confidential internal cost recovery or reserve position for a Lot or package. "Guaranteed Allocation Price" means a price at which Farmore may accept and allocate a selected Lot early if the stated conditions are satisfied.

The Auction is a single-round, sealed allocation process for the wholesale supply of green coffee to businesses. It is not a live, ascending-bid or traditional auction. Bidders submit a Bid before the close of the Round. Bids may cover single Lots, multiple Lots, package or bundle bids, and substitute Lots.

Farmore evaluates each Bid as a whole package. Farmore may consider price, volume, tier mix, payment timing, release timing, allocation flexibility, credit risk, prior account conduct, warehouse clearance objectives and other relevant commercial factors.

Usual Prices and Guide Prices are indicative reference prices only. Internal Recovery Targets are confidential and are not disclosed.

The Auction opens and closes at the times stated on the Auction website for the Round. Unless stated otherwise, all times are in Australia/Sydney time.

The countdown timer on the website is provided for convenience only. The server timestamp recorded by Farmore's systems is the authoritative time for determining whether a Bid, amendment or sample request was received before the relevant deadline.

Farmore may extend, suspend, cancel or re-run the Auction, or any part of it, if Farmore reasonably considers that a technical issue, data error, security issue, administrative error or other event has affected, or may affect, the integrity or proper operation of the Auction.

The Auction is open to business buyers only. By submitting a Bid, you warrant that:

• the Bidder is a business and is not buying as a consumer;
• the ACN, ABN or other business registration details provided are accurate;
• the Authorised Representative is authorised to submit the Bid and bind the Bidder;
• the contact details, verified email address and phone number provided are accurate;
• you are not prohibited from participating in the Auction by law or by any previous arrangement with Farmore.

Farmore may require identity, business registration, credit or account verification before accepting a Bid or releasing coffee. Farmore may decline a Bid if verification is not completed to Farmore's reasonable satisfaction.

To submit a Bid, you must complete the required bid form, verify your email address, accept these Terms and click the submit button.

A Bid submitted before the Auction close may be replaced or amended by submitting a new verified Bid before the Auction close, if the website allows amendments for the Round. The latest verified Bid received before the Auction close will be treated as the operative Bid. After the Auction close, a Bid may not be withdrawn or amended unless Farmore agrees in writing.

By submitting a Bid, you make a binding and irrevocable offer to purchase the relevant Lots on the terms stated in your Bid and these Terms. Your offer remains open for acceptance by Farmore until Farmore notifies you of the outcome or the expiry time stated for the Round.

Submitting a Bid constitutes your electronic signature and your agreement to these Terms. You agree that clicking "Submit", together with your verified email address, recorded timestamp, accepted terms version and recorded Bid data, is intended to have the same legal effect as a handwritten signature under the Electronic Transactions Act 1999 (Cth) and equivalent State and Territory legislation.

Farmore may accept, decline or partially accept any Bid, and may allocate any Lot to any Bidder, in its discretion, acting reasonably and in good faith and having regard to Farmore's legitimate commercial interests and the allocation factors described in these Terms.

Without limitation, Farmore is not required to:

• accept the highest-priced Bid for any Lot;
• accept any Bid for any Lot;
• accept a Bid at or above any Internal Recovery Target;
• allocate all Lots;
• allocate any Lot in full;
• accept a Bid that does not meet verification, payment, release, account or credit requirements;
• give detailed reasons for accepting, declining or allocating any Bid.

Farmore may withdraw any Lot from the Auction before acceptance if Farmore reasonably considers it necessary or appropriate, including because of error, availability, quality, stock reconciliation, data issue, prior sale, or operational reason.

Nothing in this clause excludes liability for fraud, misleading or deceptive conduct, bad faith, or any right, guarantee or remedy that cannot lawfully be excluded.

Farmore may give allocation preference to Bids that provide a stronger total commercial outcome. Relevant factors may include:

• higher AUD/kg bid price;
• larger total kg requested;
• greater Tier C volume;
• cross-tier packages that include Tier A, Tier B and Tier C Lots;
• Bids that pair scarce Tier A or Tier B Lots with Tier C volume;
• upfront payment or stronger payment terms;
• faster release, collection or dispatch timing;
• acceptance of partial allocation;
• lower settlement or credit risk;
• clearer or more administratively workable Bid logic.

These factors guide Farmore's assessment but do not create any entitlement to allocation.

Lots may be grouped into allocation tiers:

• Tier A: Competition and rare Lots;
• Tier B: Microlot and differentiated Lots;
• Tier C: Single origin or volume Lots.

Tier A Lots are scarce and may receive stronger protection. Bids for Tier A Lots may be more likely to receive allocation if they are part of a commercially attractive cross-tier package that includes Tier C volume. Tier C volume may improve allocation priority for Bidders seeking Tier A or Tier B Lots.

Each Bid Line may include logic selected by the Bidder:

• "AND" means the Bidder wants that Lot included in the package;
• "OR" means the Lot is an acceptable substitute if a preferred Lot is unavailable or not allocated;
• "ONLY IF MIXED" means the Lot is to be allocated only if the broader cross-tier package is accepted.

Where you have indicated that partial allocation is accepted, Farmore may allocate a lesser quantity than requested. Where partial allocation is not accepted, Farmore may decline the relevant Bid Line or package if the full requested quantity is not available or is not allocated.

Farmore may interpret Bid logic reasonably to give effect to the commercial substance of the Bid. If Bid logic is unclear, incomplete or inconsistent, Farmore may seek clarification, decline the Bid, or allocate on the basis Farmore reasonably considers appropriate.

Farmore may offer a Guaranteed Allocation Price for selected Lots. A Guaranteed Allocation Price is not a general reserve price, floor price or valuation. It is a conditional early allocation mechanism.

Farmore may accept a Bid at the Guaranteed Allocation Price before the Auction close only if the Bid satisfies all stated conditions, which may include minimum volume, payment term, release timing, verification and eligibility requirements.

Guaranteed Allocation Prices may be available only for selected Lots, may be time limited, and may be withdrawn or changed before Farmore accepts a Bid. A Lot is not allocated until Farmore confirms acceptance in writing.

A binding contract of sale for a Lot forms only when Farmore confirms acceptance of the relevant part of your Bid in writing, including by email. On acceptance, Farmore will issue a tax invoice for the allocated Lots at your accepted bid price.

You must pay each invoice in cleared funds in accordance with the payment term selected for the accepted Bid or stated on the invoice:

• Upfront: payable in full before release of the coffee;
• Deposit 25% + T+30: a 25% deposit payable before release, balance within 30 days of the invoice date;
• T+30: payable in full within 30 days of the invoice date.

Where the Deposit 25% + T+30 term is selected, the deposit is 25% of the invoice total, payable before release, with the balance due within 30 days of the invoice date.

Farmore may withhold release of any coffee until required upfront payment, deposit, credit approval or account verification is completed.

When submitting a Bid, you may be required to select a release or collection timing, such as immediate release, release within 7 days, release within 14 days, or later by agreement.

Allocation preference may be given to Bids that support prompt warehouse release. If Farmore accepts your Bid, you must collect, arrange dispatch or otherwise take release of the allocated coffee within the release timing accepted by Farmore.

If you do not take release by the agreed date, Farmore may, without limiting its other rights:

• charge reasonable storage, handling, insurance or administration fees;
• delay or cancel further allocations;
• withhold other goods;
• require payment before further storage;
• cancel the allocation and resell the coffee if the delay continues after written notice.

Any storage after the agreed release date is at your risk, except to the extent caused by Farmore's negligence or wilful misconduct.

Bid prices are stated in Australian dollars per kilogram and are exclusive of GST unless expressly stated otherwise. Where GST applies, it will be added and shown on the tax invoice.

Prices are ex-warehouse unless expressly stated otherwise. Freight, insurance, export requirements, delivery, carrier booking and related costs are the Buyer's responsibility unless Farmore agrees otherwise in writing.

Title to the coffee does not pass to you until Farmore has received payment in full for that coffee and all other amounts due in respect of that coffee. Risk passes on collection, dispatch or release to your carrier, whichever occurs first.

Farmore may retain, withhold and resell coffee for which payment has not been received in accordance with these Terms.

To the extent permitted by law, you grant Farmore a security interest in any coffee supplied before payment in full, and in any proceeds of that coffee, to secure payment of all amounts owing to Farmore in connection with the coffee.

You must do all things reasonably required by Farmore to enable Farmore to protect, perfect, register or enforce its security interest under the Personal Property Securities Act 2009 (Cth) (PPSA).

Until title passes, you must:

• hold the coffee as bailee for Farmore;
• keep it identifiable where reasonably practicable;
• not grant any competing security interest over it;
• not dispose of it except in the ordinary course of your business and subject to Farmore's security interest in proceeds.

Green coffee is a natural agricultural product. Lot descriptions, origins, varieties, processes, harvest dates, arrival dates, storage information, cup notes, scores, images and other catalogue content are provided in good faith as a guide only and may vary.

The contractual description of a Lot is limited to the Lot identity, accepted quantity, bag size, accepted price and any description expressly confirmed by Farmore in the allocation confirmation or invoice. Cup notes, scores, images, tasting descriptions and recommended uses are indicative only unless expressly stated otherwise.

You should satisfy yourself as to the suitability of each Lot, including by requesting a sample where available. Samples are indicative and may not be identical in all respects to the full Lot.

You must inspect allocated coffee promptly on collection or delivery. Any claim for visible shortage, damage, wrong Lot or obvious defect must be notified to Farmore in writing within 48 hours after collection or delivery. Any claim for a latent defect must be notified within a reasonable time after discovery.

To make a claim, you must keep the relevant coffee unroasted, unmixed, unaltered and available for inspection, unless Farmore agrees otherwise or the law requires otherwise. Farmore may reject a claim to the extent the coffee has been roasted, blended, resold, mishandled, stored improperly or otherwise altered before Farmore has had a reasonable opportunity to inspect it.

The coffee is supplied for use in trade or commerce and, in most cases, for re-supply or transformation in the course of manufacture. Accordingly, some consumer guarantees under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) may not apply. Nothing in these Terms excludes, restricts or modifies any guarantee, right or remedy that cannot lawfully be excluded. To the extent a guarantee applies and can be limited, Farmore's liability is limited, at Farmore's option, to replacing the goods, supplying equivalent goods, repairing the goods, or paying the cost of doing so.

Samples are provided for evaluation only, subject to availability and any sample quantity limits stated by Farmore. Samples do not reserve stock and do not guarantee allocation.

Samples are chargeable. A sample fee together with freight and handling applies to each sample request, as confirmed by Farmore before dispatch. By requesting a sample you agree to pay these charges.

Sample requests must be submitted before the sample cutoff for the Round: 11 July 2026, 7:00 am (Australia/Sydney time), unless Farmore states otherwise. Farmore may decline or limit sample requests in its discretion, acting reasonably, including where requests are late, excessive, incomplete, or not commercially practical.

Sample requests may require verified email, business details, shipping address and requested Lot IDs.

You must submit Bids independently. You must not:

• coordinate bids, prices, quantities or allocation strategy with another Bidder;
• agree with another Bidder not to bid, to withdraw, or to divide Lots or customers;
• share confidential bid information with another Bidder before the Auction close;
• engage in bid rigging, collusive conduct, misleading conduct or any conduct that may compromise the integrity of the Auction.

Farmore may reject, cancel or decline any Bid if Farmore reasonably suspects collusion, manipulation, false information, misuse of the website or other unfair conduct.

Farmore's website and backend systems may record email verification status, Bid data, Bid Line data, accepted Terms version, timestamps, IP address, user agent and other technical records associated with submission.

Farmore's records are evidence of the Bid submitted, the Terms accepted and the time of submission, unless shown to be manifestly wrong.

Bids are confidential to Farmore and the Bidder. Farmore may use Bid information to conduct the Auction, allocate Lots, perform contracts, manage credit risk, improve future auctions and maintain records. Farmore may publish aggregated or anonymised Auction outcomes, provided individual Bidders are not identified without consent.

Farmore may correct obvious errors in catalogue data, pricing references, stock quantities, Lot descriptions, auction timing or website content before accepting a Bid. If Farmore identifies a material error after Bid submission but before acceptance, Farmore may decline the affected Bid, seek clarification, or invite the Bidder to resubmit.

All Lots are subject to availability, stock reconciliation and quality checks before acceptance.

If you fail to pay an invoice by its due date, fail to pay a required deposit, fail to take release of allocated coffee, or otherwise breach these Terms, Farmore may, without limiting its other rights:

• suspend or cancel the allocation;
• withhold or resell the coffee;
• retain any deposit and apply it against Farmore's losses, costs and expenses;
• charge interest on overdue amounts at [insert overdue interest rate]% per annum, calculated daily;
• recover reasonable costs of enforcement, collection, storage, handling and resale;
• suspend your account or exclude you from future Farmore allocations.

Any retained deposit will be applied against Farmore's reasonable losses, costs and expenses arising from the default. Farmore may recover any shortfall from you.

To the maximum extent permitted by law, Farmore is not liable for any indirect, incidental, special or consequential loss, or for loss of profit, revenue, business, goodwill or opportunity, arising from the Auction, these Terms, the website, any allocation decision, or any Lot.

Subject to any non-excludable rights, Farmore's total aggregate liability in connection with any Lot is limited to the price paid for that Lot.

Nothing in these Terms excludes liability for fraud, wilful misconduct, misleading or deceptive conduct, or any liability that cannot lawfully be excluded.

Farmore collects business and contact details, ACN, ABN, contact name, verified email, phone number, delivery details, IP address, timestamps, account information, sample requests and Bid details to conduct the Auction, verify Bidders, form and perform contracts, manage credit and settlement risk, arrange samples and release, maintain records and comply with law.

Farmore may disclose this information to service providers that help operate the Auction and Farmore's business, including website hosting providers, database providers, authentication providers, email providers, spreadsheet providers, logistics providers, payment providers, professional advisers and regulators where required by law.

Some service providers may store or process information outside Australia. Farmore will handle personal information in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles and Farmore's published privacy policy.

By submitting a Bid or sample request, you consent to Farmore collecting, using and disclosing information as described in these Terms and Farmore's privacy policy.

Farmore is not liable for delay or failure to perform caused by events beyond its reasonable control, including extreme weather, transport disruption, warehouse disruption, system outage, cyber incident, supplier issue, regulatory action, industrial action, epidemic, war, civil disturbance, natural disaster or other force majeure event.

Farmore may suspend performance, extend timing, cancel affected allocations, or take other reasonable steps if a force majeure event affects the Auction or supply of any Lot.

Any dispute must be raised with Farmore in writing within 7 days of the relevant allocation, invoice, collection, delivery or issue arising. The parties will first attempt to resolve the dispute in good faith by negotiation.

If the dispute is not resolved within 14 days after written notice, either party may refer the dispute to mediation in Victoria, Australia, before commencing proceedings, except where urgent injunctive relief is required or where Farmore seeks recovery of unpaid amounts.

These Terms are governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of the courts of that jurisdiction.

These Terms, together with your Bid, any allocation confirmation and any accepted invoice, form the entire agreement for the Auction and prevail over any inconsistent terms in your purchase order, email, procurement terms or other documents.

Farmore may vary these Terms before the Auction close by updating the Auction website. The version applying to your Bid is the version accepted at submission (v1.2-draft), unless the law requires otherwise.

If any provision is unenforceable, it is severed to the extent necessary without affecting the rest of the Terms. Failure to enforce a provision is not a waiver.

By checking the acceptance box and submitting a Bid, you confirm that:

• you have read, understood and agree to these Terms, the allocation rules and payment terms;
• your Bid is a binding offer after the Auction close, or earlier if accepted under a Guaranteed Allocation Price process;
• Farmore may accept, decline or partially accept any Bid in accordance with these Terms;
• you are authorised to bind the Bidder;
• the information you provided is accurate;
• if Farmore accepts all or part of your Bid, you will pay the resulting invoice and take release of the coffee in accordance with the accepted terms.