In this Agreement, unless the context otherwise requires:

"Agreed Delivery Date" means the date or date range specified in Schedule 1 by which the Grower shall make the Greenlife available for collection or delivery.

"AS 2303" means Australian Standard AS 2303: Tree Stock for Landscape Use, as amended or replaced from time to time.

"Buyer's Representative" means the person nominated by the Buyer in Schedule 4 as the primary contact for day-to-day communication under this Agreement, and includes any landscape designer, horticulturalist, or project manager authorised by the Buyer to attend inspections and receive reports on the Buyer's behalf.

"Compensation Fee" means the fee payable by the Buyer for a Volume Shortfall or cancellation, calculated in accordance with Part 5.

"Contract Price" means the aggregate of all Unit Prices for the Greenlife specified in Schedule 1, inclusive of all care and maintenance up to the Agreed Delivery Date plus the Grace Period.

"Contract Specifications" means the botanical species, provenance, container size, caliper, height, form, and any other physical specifications detailed in Schedule 1.

"Delivery Schedule" means the schedule of staged deliveries (if any) agreed by the Parties and recorded in Schedule 4, specifying the species, quantities, and dates for each delivery.

"Detailing" means the final preparation of Greenlife for a specific order, including cleaning, tagging, barcoding, staking, and quality inspection.

"Grace Period" means fourteen (14) calendar days from the Agreed Delivery Date, during which the Contract Price includes all care and maintenance at no additional cost.

"Greenlife" means the plants, trees, or other nursery produce to be grown and supplied under this Agreement, as described in Schedule 1.

"Grower's Representative" means the person nominated by the Grower in Schedule 4 as the primary contact for day-to-day communication under this Agreement.

"Industry Award Rate" means the applicable hourly wage rate under the Nursery Award (MA000028), or its successor, plus a 25% loading for on-costs (superannuation, insurance, leave provisions). The benchmark rate at the date of this Agreement is $43.12 per hour.

"Insolvency Event" means, in relation to a Party, any of the following: the appointment of a receiver, receiver and manager, administrator, or liquidator; the making of an arrangement or composition with creditors; the filing of a winding-up petition or application (other than for solvent restructuring); or the Party ceasing, or threatening to cease, to carry on business.

"Liability Cap" means the maximum aggregate liability of either Party under or in connection with this Agreement, as set out in clause 12.1.

"Material Breach" means a breach of this Agreement that is not trivial or insubstantial and, if capable of remedy, has not been remedied within thirty (30) days of written notice specifying the breach.

"Potting-Up" means the horticultural process of transplanting Greenlife from its current container to the next standard container size to prevent root-binding and maintain compliance with AS 2303.

"PPSA" means the Personal Property Securities Act 2009 (Cth).

"Preferred Percentile Range" means the target size and form percentile range within the AS 2303 size index tables for the relevant species and container size, as specified in the "Additional Specifications" column of Schedule 1. Where no Preferred Percentile Range is specified in Schedule 1, it shall default to the 50th–75th percentile range under the applicable AS 2303 size index table.

"Progress Report" means a written report prepared by the Grower in accordance with clause 2.10.

"Resale Period" means the period specified in Schedule 1 for the relevant Greenlife (or, if no period is specified, six (6) months), commencing on the date of cancellation or Volume Shortfall, during which the Grower shall use reasonable endeavours to resell or redeploy the un-purchased Greenlife. The Resale Period should reflect the market liquidity of the contracted species (e.g. three (3) months for commonly specified street trees; up to twelve (12) months for rare or advanced specimens).

"Sunk Costs" means costs incurred by the Grower that cannot be recovered absent completion of the purchase, including but not limited to propagation materials, growing media, containers, fertilisers, chemicals, water, and labour.

"True to Type" means that the Greenlife is genetically consistent with the species, cultivar, or variety specified in Schedule 1, and has not been mislabelled or substituted.

"Unit Price" means the price per item of Greenlife specified in Schedule 1.

"Vesting Certificate" means a certificate issued by the Grower in the form set out in Schedule 7 (if applicable), certifying that the Greenlife described in the certificate has been clearly identified, set aside, and labelled as the property of the Buyer.

"Volume Shortfall" means the difference between the quantity specified in Schedule 1 and the quantity actually purchased by the Buyer by the Agreed Delivery Date.

2.1 The Grower agrees to propagate, grow, and maintain the Greenlife in accordance with the Contract Specifications and in compliance with AS 2303. The specific quantities, species, provenance, container sizes, and pricing are set out in Schedule 1.

2.2 The Grower shall use propagation material of the provenance specified in Schedule 1. Where provenance is not specified, the Grower shall use material sourced from reputable Australian suppliers and shall disclose the provenance upon request.

2.3 The Buyer acknowledges that trees and plants are biological products subject to natural variation. Minor deviations from Contract Specifications that remain within the tolerances of AS 2303 shall not constitute a breach of this Agreement.

2.4 Quality assessment shall be conducted solely by reference to the measurable criteria in AS 2303, including but not limited to: root structure and root-ball integrity; caliper-to-height ratio; crown symmetry and form; absence of pest, disease, or mechanical damage. The Grower will conduct formative pruning and maintenance to ensure the Greenlife meets the Preferred Percentile Range (as defined in Part 1) for size and form at the time of delivery.

2.5 The Buyer may reject Greenlife that does not comply with the Contract Specifications and AS 2303 at the time of delivery inspection, provided:

(a) The rejection is documented in writing within seven (7) business days of delivery or the date the Greenlife was made available for collection;

(b) The written rejection specifies the particular AS 2303 criteria that the Greenlife fails to meet;

(c) The Grower is given a reasonable opportunity (not less than ten (10) business days) to rectify or replace non-compliant Greenlife.

2.5A Deemed Acceptance. If the Buyer does not provide written rejection under clause 2.5 within the seven (7) business day period, the Greenlife shall be deemed accepted. Deemed acceptance does not affect any claim under the True to Type warranty (clauses 2.7–2.8) or any claim for latent defects not reasonably discoverable at the time of delivery inspection.

2.6 Rejection on aesthetic, subjective, or non-AS 2303 grounds shall not be valid under this Agreement unless the Parties have agreed to additional acceptance criteria in Schedule 1.

2.6A The Grower represents and warrants to the Buyer that:

(a) Capacity. The Grower has the legal right and capacity to enter into this Agreement and to propagate, grow, and supply the Greenlife;

(b) Fitness for Purpose. Where the Buyer has made known to the Grower the particular landscape, urban forestry, or development purpose for which the Greenlife is required, the Greenlife will be grown and supplied in a manner reasonably suited to achieve that purpose;

(c) Good Horticultural Practice. The Greenlife will be propagated, grown, and maintained using the standard of care, skill, and diligence that would reasonably be expected from a competent commercial production nursery experienced in growing the relevant species;

(d) Compliance with Law. The Grower will comply with all applicable laws, regulations, and industry codes in the performance of its obligations, including biosecurity and plant health legislation;

(e) No Encumbrance. The Grower has the right to sell and transfer title to the Greenlife to the Buyer free from any charge, lien, or encumbrance (other than the Grower's retention of title under clause 7.1);

(f) Conflict. Neither the Grower nor its personnel hold any interest or engagement that conflicts, or might reasonably appear to conflict, with the Grower's obligations under this Agreement.

2.7 The Grower warrants that all Greenlife supplied under this Agreement shall be True to Type. If Greenlife is subsequently determined not to be True to Type (whether discovered at delivery, during establishment, or at maturity), the Grower shall, at the Buyer's election:

(a) Replace the affected Greenlife with stock that is True to Type at no additional cost (subject to availability and reasonable growing timeframes); or

(b) Refund the Unit Price paid for the affected Greenlife.

2.8 A claim under clause 2.7 must be supported by reasonable evidence (including, where appropriate, independent botanical or genetic identification) and notified to the Grower in writing within a reasonable period of discovery.

2.9 Identification. The Grower shall clearly identify and label all Greenlife destined for the Buyer, maintaining physical separation or a reliable recording system sufficient to distinguish the Buyer's stock from the Grower's general inventory and from stock held for other clients. Each item or batch shall be labelled with the Buyer's contract reference number.

2.10 Progress Reporting. The Grower shall provide the Buyer's Representative with written Progress Reports:

(a) At each milestone specified in Schedule 3;

(b) At such other intervals as the Parties agree (or, if no other interval is agreed, quarterly during the production cycle).

Each Progress Report shall include, at a minimum: dated photographs of representative samples of the Greenlife; a summary of the current growth stage, health, and pest or disease status; an assessment of projected compliance with the Contract Specifications and the Preferred Percentile Range; and notification of any material issue likely to affect quality, quantity, or delivery timing.

2.11 Inspection Access. The Buyer's Representative may inspect the Greenlife at the Grower's premises at any reasonable time upon giving not less than five (5) business days' written notice. The Grower shall provide reasonable access to the growing area and reasonable assistance during the inspection. The Buyer's Representative shall comply with the Grower's reasonable biosecurity and site safety requirements during any inspection.

2.12 Effect of Inspections and Reports. No inspection, Progress Report, or approval given during the production cycle shall:

(a) Relieve the Grower of its obligation to deliver Greenlife compliant with the Contract Specifications and AS 2303; or

(b) Prejudice the Buyer's right of rejection under clause 2.5.

However, where an inspection or Progress Report identifies a material issue and the Buyer fails to notify the Grower of any concern within fourteen (14) days, the Buyer shall not subsequently rely on that issue as grounds for rejection to the extent the issue was apparent and could have been raised at the time.

3.1 Deposit. Upon execution of this Agreement, the Buyer shall pay a non-refundable deposit of [insert: e.g. 10–30%] of the estimated Contract Price ("Deposit"). The Deposit secures propagation materials and initial labour and shall be applied against the final invoice.

3.2 Progress Payments. Where the production cycle exceeds twelve (12) months, the Buyer agrees to pay progress claims at the milestones specified in Schedule 3 to fund ongoing maintenance and labour costs incurred during the cultivation period. Progress payments are non-refundable and represent reimbursement of Sunk Costs.

3.3 Final Payment. The balance of the Contract Price (less the Deposit and any progress payments made) is payable within the payment terms specified in Schedule 4.

3.4 Interest on Overdue Amounts. Interest on overdue amounts shall accrue at the rate of 2% per annum above the Reserve Bank of Australia cash rate, calculated daily and compounding monthly.

3.5 Payment Terms. The Grower shall invoice in accordance with the agreed schedule of payments. The Buyer shall pay each correctly rendered tax invoice within the period specified in Schedule 4 (or, if no period is specified, within thirty (30) days of the date of invoice). Any deductions proposed by the Buyer shall be notified to the Grower in writing, with reasons, before the scheduled invoice date.

3.6 Payment Not Acceptance. Payment of any invoice (including a Deposit, progress payment, or final payment) shall not be taken as evidence that the Greenlife has been supplied in accordance with this Agreement, nor as acceptance of the Greenlife, but shall be taken only as payment on account. The Buyer retains all rights of inspection, rejection, and claim under Part 2 notwithstanding any payment made.

4.1 The Grower shall make the Greenlife available for collection or arrange delivery (as specified in Schedule 4) on or before the Agreed Delivery Date.

4.1A Handling Standards. All Greenlife shall be handled, loaded, transported, and delivered in accordance with good horticultural practice. Without limiting the generality of the foregoing, the Grower shall ensure adequate protection of root balls, canopies, and trunks during any handling or transit for which the Grower is responsible. Where the Buyer arranges collection, the Buyer shall ensure that vehicles and handling methods are suitable for the safe transport of the Greenlife.

4.1B Staged Deliveries. Where the Greenlife is to be delivered in stages, the Parties shall agree a Delivery Schedule to be recorded in Schedule 4, specifying the species, quantities, and dates for each delivery. The Grower shall give the Buyer's Representative not less than five (5) business days' written notice before each staged delivery.

4.1C Handover Attendance. Where the Grower is responsible for delivery, the Grower or the Grower's representative shall attend upon delivery and remain available for a reasonable period to assist with unloading, identification, and handover of the Greenlife to the Buyer or the Buyer's contractor. Where the Buyer arranges collection, the Grower shall make a knowledgeable representative available during the agreed collection window.

4.2 The Buyer shall accept delivery of the Greenlife on the Agreed Delivery Date or within the Grace Period. Failure to accept delivery within the Grace Period shall trigger the Extended Holding provisions in Part 6.

4.3 Risk in the Greenlife passes to the Buyer at the point of collection from the Grower's premises, or upon delivery to the Buyer's nominated site, whichever occurs first. If the Buyer fails to accept delivery within the Grace Period, risk passes to the Buyer at the expiry of the Grace Period regardless of whether physical possession has transferred, subject to the Grower's insurance obligations under clause 12.4.

4.4 Transport Damage.

(a) Where the Grower is responsible for delivery, Greenlife that is damaged in transit due to inadequate handling, loading, or transport shall be replaced or credited by the Grower at no additional cost to the Buyer.

(b) Where the Buyer arranges collection, risk in transit passes to the Buyer at the point of loading at the Grower's premises.

(c) Any claim for transport damage must be notified in writing within three (3) business days of delivery or collection, accompanied by photographic evidence.

5.1 In the event that the Buyer fails to purchase the agreed volume of Greenlife by the Agreed Delivery Date (a "Volume Shortfall"), or cancels this Agreement in whole or in part, the Buyer shall:

(a) Forfeit the Deposit to the Grower; and

(b) Pay the Grower a Compensation Fee equal to twenty-five percent (25%) of the Unit Price for each un-purchased or cancelled item.

5.5 Asset Retention and Mitigation.

(a) Upon payment of the Compensation Fee, the Grower retains full title and ownership of the un-purchased Greenlife and may resell, compost, or otherwise dispose of it at the Grower's sole discretion.

(b) The Grower shall use reasonable endeavours during the Resale Period to resell or redeploy the un-purchased Greenlife.

(c) If the Grower resells any item for a price equal to or exceeding the original Unit Price, the Grower shall refund the Compensation Fee to the Buyer, less Reasonable Resale Costs.

6.2 Greenlife held beyond the Grace Period at the Buyer's request, or due to the Buyer's inability to receive delivery, will incur a Weekly Holding Fee ("WHF") calculated as follows:

Component	Calculation
Space & Opportunity Cost	$1.12 per m² of occupied space per week
Maintenance Labour	Direct labour at the Industry Award Rate ($43.12/hr benchmark)
Biological Risk Premium	0.5% of the Greenlife's Unit Price per week

6.4 If the delay in collection exceeds ninety (90) days from the Agreed Delivery Date, or if the Grower's qualified horticulturalist determines that root-binding is imminent, the Grower may transition the Greenlife to the next standard container size.

6.5 The Buyer shall pay the Potting-Up Cost ("PUC") calculated as:

> PUC = (Labour Hours × Industry Award Rate) + Material Costs + (15% Overhead Margin)

6.7 Notwithstanding the ongoing care provided by the Grower, risk of loss or damage to the Greenlife passes to the Buyer thirty (30) days after the original Agreed Delivery Date.

7.1 Retention of Title. Title to the Greenlife remains with the Grower until the Buyer has paid all amounts owing under this Agreement in full.

7.2 Security Interest. The Buyer grants the Grower a purchase money security interest ("PMSI") in the Greenlife and their proceeds under the PPSA.

7.5 Enforcement. If the Buyer defaults on any payment obligation, the Grower may enter the Buyer's premises and repossess the Greenlife.

7.6 Where this Agreement provides for a Deposit or progress payments, the Parties may elect (by indicating in Schedule 7) to adopt the vesting provisions in clauses 7.7 to 7.10. If no election is made in Schedule 7, clauses 7.7 to 7.10 do not apply.

7.7 Vesting upon Progress Payment. Upon receipt by the Grower of each progress payment, the Grower shall issue a Vesting Certificate identifying the Greenlife to which the payment relates. Upon issue of the Vesting Certificate:

(a) Equitable title in the Greenlife described in the certificate shall vest in the Buyer;

(b) The Grower retains a possessory lien over the Greenlife for any unpaid amounts;

(c) The Greenlife shall remain in the physical custody and care of the Grower.

7.8 Identification and Separation. Once a Vesting Certificate has been issued, the Grower shall ensure the relevant Greenlife is clearly labelled as the property of the Buyer, separately identifiable from general inventory, and not removed, sold, or disposed of except in accordance with this Agreement.

7.9 Buyer's PPSR Registration. Where vesting applies, the Buyer may register a financing statement on the PPSR to protect its equitable interest in the vested Greenlife. The Grower consents to such registration.

7.10 Insolvency Protection. If the Grower suffers an Insolvency Event:

(a) The Buyer shall have the right, upon giving reasonable notice to the insolvency practitioner, to enter the Grower's premises and collect the vested Greenlife;

(b) The Grower's possessory lien shall rank behind the Buyer's equitable title to the extent of progress payments already made.

8.1 Neither Party shall be liable for failure to perform obligations under this Agreement to the extent such failure is caused by events beyond the affected Party's reasonable control, including but not limited to: severe weather events, biosecurity outbreaks, pandemic, government restrictions, fire, flood, or drought ("Force Majeure Event").

8.3 If a Force Majeure Event continues for more than one hundred and twenty (120) days, either Party may terminate this Agreement by written notice.

9.1 Termination by Either Party for Material Breach. Either Party may terminate this Agreement by written notice if the other Party commits a Material Breach and fails to remedy it within thirty (30) days of receiving written notice specifying:

(a) The nature of the breach;

(b) The clause(s) of this Agreement that have been breached; and

(c) The action required to remedy the breach.

9.2 Termination for Insolvency. Either Party may terminate this Agreement immediately by written notice if an Insolvency Event occurs in relation to the other Party.

9.3 Consequences of Termination for Buyer Default. If this Agreement is terminated due to the Buyer's Material Breach or Insolvency Event:

(a) The Grower shall retain the Deposit and all progress payments received;

(b) The Buyer shall pay the Compensation Fee on all undelivered Greenlife;

(c) The Grower retains title to all undelivered Greenlife;

(d) Any Vesting Certificates issued shall be void to the extent of unpaid amounts.

9.4 Consequences of Termination for Grower Default. If this Agreement is terminated due to the Grower's Material Breach or Insolvency Event:

(a) The Grower shall refund all Deposits and progress payments paid for undelivered Greenlife;

(b) Where Vesting Certificates have been issued, the Buyer may collect the vested Greenlife;

(c) The Buyer may source replacement Greenlife from an alternative nursery, and the Grower shall be liable for any reasonable cost differential, subject to the Liability Cap in Part 12;

(d) Refunds shall be paid within thirty (30) days of termination.

9.5 Step-In Rights. Without prejudice to the Buyer's right to terminate under clause 9.1, if the Grower fails to supply any part of the Greenlife in accordance with this Agreement and does not remedy the failure within the thirty (30) day period specified in clause 9.1, the Buyer may (but is not obliged to):

(a) Source the affected Greenlife (or reasonably equivalent substitute stock) from an alternative nursery; and

(b) Recover from the Grower the reasonable additional cost of doing so (being the difference between the Contract Price for the affected items and the price actually paid to the alternative supplier), subject to the Liability Cap in Part 12.

The exercise of step-in rights under this clause does not terminate this Agreement. The Agreement continues in full force in respect of all Greenlife not affected by the step-in, and the Grower's obligations in respect of that Greenlife are unaffected.

9.6 Suspension. Before exercising a right of termination under clause 9.1, the non-defaulting Party may (but is not obliged to) suspend performance of its own obligations under this Agreement for the duration of the thirty (30) day remedy period. Where the Buyer suspends payment, the Grower shall not be required to perform obligations that depend on receipt of that payment.

9.7 Accrued Rights. Termination of this Agreement does not affect any rights, obligations, or liabilities that have accrued prior to termination, including the right to recover damages for breach.

9.8 Termination for Convenience. The Buyer may terminate this Agreement at any time without cause by giving the Grower not less than thirty (30) days' written notice. Upon termination under this clause:

(a) The Buyer shall pay for all Greenlife delivered and accepted prior to termination;

(b) The Buyer shall pay the Compensation Fee in accordance with Part 5 on all undelivered Greenlife, as if the termination were a cancellation for the purposes of clause 5.1 (or clause 5.3, as applicable);

(c) The Deposit and all progress payments made are non-refundable but shall be credited against amounts owing under paragraph (b);

(d) The Grower shall use reasonable endeavours to mitigate its loss in accordance with clause 5.5, and the mitigation and refund mechanism in that clause shall apply;

(e) The Grower has no claim against the Buyer for loss of profit or loss of opportunity arising from the early termination, provided the Buyer has paid all amounts due under this clause.

10.1 Representatives. Each Party shall nominate a representative (being the Grower's Representative and the Buyer's Representative respectively) as specified in Schedule 4. The nominated representatives shall serve as the primary points of contact for day-to-day communication. Either Party may change its nominated representative by written notice.

10.2 Cooperation. The Parties shall cooperate in good faith throughout the duration of this Agreement and shall:

(a) Promptly notify the other Party of any material change in circumstances likely to affect the Greenlife, the Contract Specifications, the Agreed Delivery Date, or the project;

(b) Respond to reasonable requests for information within ten (10) business days;

(c) Use reasonable endeavours to resolve any emerging issue informally before it escalates into a formal dispute under Part 11.

10.3 Buyer's Obligations. The Buyer shall:

(a) Provide the Grower with timely information regarding the project programme, delivery requirements, and any changes to the Delivery Schedule;

(b) Notify the Grower as early as reasonably practicable if the Buyer anticipates a delay in accepting delivery or a reduction in the quantity required;

(c) Ensure the Buyer's Representative is available to attend scheduled inspections and review Progress Reports.

10.4 Nursery Biosecurity. The Buyer and the Buyer's Representative shall comply with the Grower's reasonable biosecurity protocols when attending the Grower's premises, including requirements for footwear hygiene, vehicle cleanliness, and restrictions on introducing plant material to the nursery site.

11.1 The Parties agree to resolve any dispute arising under this Agreement through the following process:

(a) Negotiation. Senior representatives shall attempt to resolve the dispute through good faith negotiation within fourteen (14) days of written notice.

(b) Expert Determination (Quality Disputes). For disputes involving quality assessment or AS 2303 compliance, the Parties may agree to appoint an independent horticulturalist (not less than ten (10) years' experience) to conduct an expert determination. The expert's determination shall be binding unless manifestly in error. Costs shall be borne by the Party against whom the determination is made, or shared equally if the determination is mixed.

(c) Mediation. If negotiation is unsuccessful, the Parties shall submit the dispute to mediation administered by the Resolution Institute, with costs shared equally.

(d) Litigation. If mediation is unsuccessful within sixty (60) days, either Party may commence proceedings in the courts of [insert State/Territory].

12.1 The maximum aggregate liability of either Party shall not exceed the total Contract Price.

12.3 Exclusion of Consequential Loss. Neither Party shall be liable to the other for any indirect, consequential, or special loss or damage (including loss of profit, loss of revenue, or loss of opportunity).

12.4 The Grower shall maintain insurance over the Greenlife held on the Grower's premises for the duration of any Extended Holding period.

12.6 Where a covered loss occurs during the Extended Holding period, the Grower shall apply insurance proceeds toward replacement or refund.

13.1 Nothing in this Agreement transfers any intellectual property rights, including Plant Breeder's Rights ("PBR").

13.2 The Buyer shall not propagate, reproduce, or permit the propagation or reproduction of any PBR-protected variety supplied.

14.1 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior negotiations.

14.5 Assignment. Neither Party may assign its rights without consent. The Grower may subcontract growing to a qualified third-party nursery.

14.8 GST. All amounts are exclusive of GST unless stated otherwise.

14.6 Novation. This Agreement may be novated from the Buyer to a third party (including a landscape contractor or main contractor) by written deed of novation signed by the Grower, the outgoing Buyer, and the incoming party. Upon novation:

(a) The incoming party assumes all rights and obligations of the Buyer from the date of the deed;

(b) The outgoing Buyer is released from all future obligations (but not from any liability that has accrued prior to the novation date);

(c) All Deposits, progress payments, and Vesting Certificates made or issued prior to novation shall be recognised in favour of the incoming party.

The Grower's consent to a proposed novation shall not be unreasonably withheld, provided that the incoming party demonstrates its financial capacity to perform the Buyer's obligations.