Standard Conditions of Sale
1.1 The “SELLER” shall mean Advanced Agri (Proprietary) Limited and the “BUYER” and “GOODS” the individual or legal entity and the products purchased respectively. The “PARTIES” shall mean the BUYER and the SELLER.
1.2 This order will only be binding on the SELLER (Advanced Agri) once the SELLER specifically accepts the order by affixing the signature of a Director of the Company (SELLER) on this official order and this acceptance will only be binding if the details of the order comply in all aspects with the declared policy of the SELLER. The execution of the order is subject to the availability of products as well as the credit worthiness of the BUYER or his finance provider. After acceptance of the order, the order may not be cancelled in full or in part and may not be amended unless both PARTIES agree thereto in writing. No representative, agent or salesman is authorised to effect amendments on the order and no representations not contained herein shall be binding on the SELLER.
1.3 It is recorded that orders shall be accepted and the GOODS be supplied subject to the terms and conditions indicated herein. No additions or variations to these terms and conditions shall be binding on the parties unless such additions or variations are recorded in writing and signed by both parties.
1.4 Unless stated to the contrary, all metric measures indicated in the SELLER’s price list or on containers indicate the net weight/volume of the GOODS at the time of the packaging thereof and exclude the weight of such packaging.
1.5 In the event that an order is placed by the BUYER, such an order shall constitute an irrevocable offer to purchase the GOODS concerned and acceptance of such an order/offer shall constitute a sale on the terms and conditions stipulated herein to the exclusion of any conditions to the contrary attached to or forming part of the BUYER’s order.
1.6 Acceptance of the BUYER’s order by the SELLER shall take place when the SELLER accepts such an order in writing. The place of acceptance, which shall be deemed to be the place of contracting, shall be the place from which the SELLER accepts the BUYER’s order.
1.7 No order which has been accepted by the SELLER may be cancelled by the BUYER except with the prior written consent of the SELLER.
1.8 The BUYER shall be responsible for ensuring the accuracy of the terms of any order submitted by the BUYER.
1.9 Any waiver of, or failure to enforce any right or entitlement hereunder by the SELLER, shall not operate as a waiver of any right of the SELLER. Any termination hereunder shall be without prejudice to any rights of the SELLER.
1.10. Should the BUYER sell-on any of the GOODS referred to in this contract to one or more third parties, he shall ensure that all the conditions contained in this contract, designed to ensure compliance with legislation relating to the sale of agricultural products,the protection and good name of the SELLER and the quality of the GOODS shall be adhered to.
2.1 No representative, agent or salesman of the SELLER has any authority to vary these conditions or to make any representation on the SELLER’s behalf and no purported variation of these conditions shall be of any effect unless it is in writing and duly signed by an authorized representative of the SELLER.
3.1 The price payable for GOODS ordered by the BUYER shall be the SELLER’s list price ruling at the date of delivery of the GOODS concerned unless the parties reach an alternate agreement in writing, duly signed by both parties, with regard to any discount on such list price.
3.2 The mentioned list prices or any other agreed price as indicated above, are quoted per unit (litre or metric tonne) excluding any costs. Such costs may include but shall not be limited to transportation.
3.3 The BUYER may, in addition to the purchase of the GOODS, be liable for payment of the transportation costs incurred in respect of the transportation of the GOODS from the depot of the SELLER which is the nearest to the location of such delivery. It is however at the SELLER’s absolute discretion to vary the location where from the GOODS are being distributed.
4.1 Unless otherwise agreed, delivery shall be effected when the GOODS are placed upon the wagon, carriage or vehicle of the carrier in the event that such carrier is contracted by the BUYER. Such carrier shall be the BUYER’s agent and delivery to the carrier shall be deemed to be good and sufficient delivery to the BUYER.
4.2 In the event that the carrier is contracted by the SELLER, delivery shall be effected when the GOODS are off-loaded at the premises indicated on the order in question.
4.3 Any remuneration payable in respect of the transportation of the GOODS is to be paid prior to delivery, except in the event that the GOODS are being purchased on an approved debtor’s account, then the payment will be due when the purchase price of the GOODS is due.
4.4. The signatory of this order undertakes to ensure that the Delivery Note relating to this order is acknowledged and signed by a person who is authorised by the entity to take delivery of such goods and to take responsibility for receipt of the goods.
The SELLER shall do all reasonably within it’s power to deliver on the required date but does not guarantee timely delivery. The SELLER shall not be liable for loss or damage as a result of any delay or any other default which may arise from circumstances completely or partially beyond the SELLER’s control. The SELLER shall in any event under no circumstances be liable for consequential damages.
6.1 Each delivery is to be considered as a separate contract and upon delivery to the BUYER, an invoice will be issued for the purchase price and the transportation charges, if applicable.
6.2 Unless otherwise agreed in writing between the parties, payment of the invoices shall be made within 30 (THIRTY) days from the date of the statement on which the invoice, first appears.
6.3 In the event that the parties reach an agreement in writing in respect of payment on terms other than indicated in clause 6.2 above and the BUYER is in default of making any payment according to such agreement, the full balance due on the date of such default shall immediately become due and payable.
6.4 Interest shall be charged on all accounts at the prime rate of First National Bank Limited from time to time plus 2% per annum, calculated from the 31st (THIRTY FIRST) day after the date of the statement on which the invoice concerned first appears. Such interest shall also be charged in the event that the parties reach an agreement in respect of payment on terms other than indicated in clause 6.2 above.
6.5 Should any invoice not be paid on due date or should the SELLER at any time be dissatisfied with the financial position of the BUYER, the SELLER may refuse deliveries and may at its option enforce immediate payment for all deliveries already made. The contents if this clause 6.5 shall not prejudice any of the SELLER’s other rights that it may have in law.
6.6 All payments shall first be applied to redeem the interest, then any legal costs and thereafter the capital due.
6.7 The BUYER is not entitled to deduct or set off any sums against invoiced amounts whatsoever.
6.8 All legal and other costs incurred by the SELLER in recovering monies due to the SELLER in terms hereof shall be paid by the BUYER on an attorney and client scale.
6.9 Discount as shown on the front of this order may be forfeited if not paid in time.
OWNERSHIP AND RISK
7.1 It is a specific and material term and condition of this sale that the ownership of GOODS hereby sold shall at all times remain vested in the SELLER and only pass to the BUYER upon payment of the purchase price of the GOODS in full.
7.2 Risk of loss or damage to the GOODS shall pass to the BUYER upon delivery or collection by the BUYER. The BUYER shall take all responsible precautions to ensure the safekeeping, safe storage and safe handling of the GOODS.
Illustrations, descriptive matter and other literature issued in respect of any product sold are intended as a general guide only and are not to be taken as binding on the SELLER.
9.1 Sampling must be done in accordance with the regulations relevant to the current legislation. The SELLER will take every reasonable precaution to ensure that the fertiliser and other GOODS supplied are free from all deleterious matter or substance but shall not be responsible for any loss or damage resulting from the presence of such deleterious matter or substance in the fertiliser or other GOODS sold.
10.1 Although the SELLER will take reasonable precautions to ensure that the goods delivered will be free of damaging materials or ingredients the SELLER shall not be liable for any loss or damage suffered as a result of the presence of such damaging materials or ingredients in the goods sold.
10.2 Any recommendations or advice given by or on behalf of the SELLER are given in good faith but without liability on the part of the SELLER, and the usage or application of the GOODS shall be entirely the responsibility of the BUYER, without reliance on any statement of the SELLER.
LODGING OF CLAIMS
11.1 Any claim made by the BUYER arising out of this contract, must be lodged with the SELLER at the office from which the acceptance of the order had been made within 30 (THIRTY) days calculated from the date of delivery and if no claim is lodged, any liability of the SELLER shall cease.
11.2 If the BUYER sells any of the GOODS (as an agent or otherwise) the BUYER shall impose on the customer obligations equivalent to those contained in this clause 11.
12.1 Neither party shall be liable for any loss, damage or injury occasioned to the other party by default in the performance of any obligation under these terms and conditions of sale if the default is caused by any occurrence whatsoever which is not within the control of the defaulting party, including but not limited to industrial action, accident, power failure, breakdown of plant machinery, order of any government authority, and subject to Clause 12.2, shortage of supplies required for or in connection with the manufacture of the GOODS. The defaulting party will give the other party written notice of the occurrence at the earliest opportunity. Refusal by a BUYER to accept delivery does not in itself constitute force majeure unless notification in writing is received prior to the date for delivery, of any occurrence which would be construed as force majeure.
12.2 If as the result of an occurrence covered by clause 12.1, and the SELLER is being delayed in or prevented from delivering the GOODS at the due time or times, the SELLER may, on giving the BUYER at the earliest opportunity written notice of that fact withhold, suspend or reduce deliveries to such extent as the SELLER in its discretion thinks fit. The SELLER shall endeavor to purchase equivalent supplies to counterbalance for any shortages caused by such occurrences but shall not be obliged to purchase at a price higher than the contract price for the GOODS.
12.3 When force majeure has been declared, the non-declaring party may cancel the contract or the balance outstanding without any liability to the other party after first giving written notice at the earliest opportunity.
12.4 Without prejudice to the forgoing provisions of this clause, the parties shall agree whether to extend the period for performance of their obligations under these terms and conditions, or to cancel it.
13.1 In the event that the BUYER is in breach of any term or conditions contained herein or as otherwise agreed between the parties, the SELLER shall, without prejudice to any of its other rights, be entitled to:
13.1.1 Cancel this agreement with immediate effect and claim damages from the BUYER or
13.1.2 Claim for specific performance by the BUYER.
The use of any trade marks under which the GOODS are being supplied is conditional upon resale being made in the SELLER’s original packages.
These Terms and Conditions shall apply in so far as they are held to be lawful and enforceable. If any condition or part of a condition shall be held to be unlawful or unenforceable, these Terms and Conditions shall be read and construed as if such condition or part thereof were being omitted.
The clause headings in these Standard Conditions of Sale shall not be used in the interpretation thereof.
It is recorded that, once GOODS have been sold and delivered as ordered, such GOODS are non- returnable except in the event that the parties reach a written agreement, duly signed by both parties, in respect of such return.
No claim resulting from damage of GOODS or containers or shortages arising during delivery shall be considered unless the delivery note has been signed by or on behalf of the BUYER and the damages have been specified on the delivery note and the claim is received by the SELLER within 7 (SEVEN) days after receipt by the BUYER.
LEGAL COSTS AND JURISDICTION
The BUYER is liable for any necessary tracing costs and legal costs on the scale as between attorney and client including collection commission in respect of any litigation resulting from this contract and the BUYER consents to the jurisdiction of the magistrates court in respect of such litigation irrespective of the amount or value of the GOODS involved.
AGRICULTURAL CREDIT ACT
The BUYER expressly renounces any protection and other rights which he may enjoy in terms of the relevant Agricultural Act of 1966 as amended, concerning his obligations in respect of this contract