Vendor T&Cs

SELLING ON AGMARKET (PTY) LTD – TERMS AND CONDITIONS

1. INTRODUCTION

• The website can be accessed at agmarket.co.za, related mobile sites and software applications (the “Website / AG Website / AgMarket Website”) and is owned by AgMarket a company duly registered under company registration number 2015/319111/07, in terms of the company laws of the Republic of South Africa with its registered address situated at 11 Byls Bridge Boulevard, Block C, Ground Floor Pretoria, Gauteng, South Africa, 0157 (Pty) Ltd (“AgMarket”, “we”, “us” and “our”).

• These Website Vendor Terms and Conditions (“the Agreement”) govern the marketing, sale, distribution and delivery of Products and the use of the Website and the services described in this Agreement.

• This Agreement will apply to and is binding and enforceable against every person, juristic or natural, that accesses or uses the Website and/or registers as a vendor on the Website as set out in clause 5 below (hereinafter referred to as a “Vendor”, “seller”, vendor, “you” or “your”).

• Once you log into the portal on agmarket.co.zaand register as a Vendor, you acknowledge that you have read, agree to be bound by, and are duly authorised to be bound by the terms and conditions set out in this Agreement.

• AgMarket is an agricultural focused market services company and is the host of the AgMarket Website that provides a marketplace/ platform for the Vendor to market and sell their products to Customers through the Website. 

• AgMarket is the facilitator of the marketplace/platform that enables the Vendor and Customer to complete transactions. AgMarket will not hold any stock and is not a party to the actual sale transaction between the Vendor and a Customer.

2. DEFINITIONS
   
   
   • The headings to the clauses are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this agreement nor any clause.  In this agreement, unless a contrary intention clearly appears –

• words importing –

• any one gender shall include the other genders;

• the singular shall include the plural and vice versa; and

• natural persons shall include legal persons (corporate or unincorporated) and vice versa;

• the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have a corresponding meaning, namely –

• “Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity;

• “Anti-Competitive Behaviour” means any improper conduct (as determined by us in our sole discretion, or expressly determined in terms of any laws applicable to competitive behavior) by the Vendor, or any person related or indirectly related to the Vendor, that in any way impedes another Vendor from conducting business on the AgMarket Website.

• “Agreement“means this Agreement containing the terms and conditions and any annexures relating thereto, as amended by AgMarket and published on the Website from time to time;

• “AgMarket” means AgMarket (Proprietary) Limited, a company duly registered under company registration number 2015/319111/07, in terms of the company laws of the Republic of South Africa;

• “AgMarket Website / Website” means the AgMarket Website hosted on the AgMarket platform where a Customer can buy agricultural products supplied by the Vendors that is located at the domain name agmarket.co.za;

• “Business Day” means any day other than a Saturday, Sunday or public holiday in South Africa;

• “Commission” means the portion of the net Purchase Prices (after deduction of VAT) that AgMarket is entitled to as agreed between the Parties at registration.

• “Customer” means any customer or potential customer of the AgMarket Website who wishes to Purchase the Products of a Vendor from the Website;

• “Loss” means any and all loss, expense or damage that a person (natural or juristic) may suffer or incur (including any third-party claims which may be made against it), of whatsoever nature including direct, indirect, consequential or special damages;

• “Parties” means AgMarket and the Vendor; and “Party” shall mean either AgMarket or the Vendor as the context indicates;

• “Personal Information/Data” means any information relating to the race, gender, sex, marital status, age, disability, language and birth of a person; any identifying number, symbol, e-mail address, physical address, telephone number, location information, online identifier; the biometric information of a person, the personal preferences of a person, correspondence that is implicitly or explicitly of a private and confidential nature, the name of the person if it appears with other personal information relating to the person; and information relating to the education, medical, financial, criminal or employment history of a person;

• “Product/s” means any product that is made available for listing and offered for sale on the AgMarket Website and/or is sold by the Vendor making use of the Services;

• “Product Information” means a sufficient description of the main characteristics of a Product, including but not limited to, the product description, product specifications, and product uses, so listed on the Website and provided by the Vendor, or amended by the Vendor form time to time;

• “Purchase Orders” means the orders placed on the AgMarket Website to purchase the Products;

• “Purchase Price” means the total amount displayed in connection to a Product on the Website and payable or paid by a Customer for a Product including any taxes thereon, but excluding delivery charges;

• “Services” means the services provided by AgMarket which enable the Vendor to list and offer its Products for sale directly on the AgMarket Website, including the facilitation of payment by Customers;

• “Vendor” means any person that registers as a Vendor (seller) on the AgMarket Website and who wishes to make use of the Services.

• “Vendor Bank Account” means a South African bank account provided to AgMarket upon registration, which account shall be in the Vendor’s name;

• “Vendor Portal” means the online portal and tools made available by AgMarket to you to enable you to vary the Product Information or Purchase Price.

3. RECORDAL

• AgMarket is an agricultural market services company and is the host and facilitator of the AgMarket Website that provides a marketplace for the Vendor to market and sell their products on.

• The Vendor has represented itself as having the necessary resources, expertise, staff, Products, Services, skills, technical knowledge and experience to utilise the AgMarket Website and to engage with AgMarket to utilise the Services.

• In reliance of clause 2 above, AgMarket wishes to engage the Vendor to provide the Products and the Vendor accepts this engagement on the terms and conditions set out in this Agreement.

4. APPOINTMENT

• AgMarket hereby appoints the Vendor as a non-exclusive Vendor of the Products on the terms and conditions contained in this Agreement.

• The Vendor hereby grants to AgMarket, a non-exclusive license and right to market and offer for sale the Products on the AgMarket Website, in accordance with the terms and conditions as set out herein. The Vendor further appoints AgMarket as its payment-processing agent for the limited purpose of receiving the Purchase Price for all its Purchase Orders on the Vendor’s behalf.

• The Vendor agrees that AgMarket shall be entitled to the Commission as agreed between the Parties at registration, and AgMarket shall pay the Sale Proceeds to the Vendor in accordance with this Agreement.

• The Vendor and AgMarket are independent contractors and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sale representative or employment relationship between the Parties.

5. REGISTRATION

• The registration process for the use of the Services must be initiated by the Vendor on the portal via the AgMarket Website, or indirectly at the Vendor’s written request to AgMarket. AgMarket may in its sole discretion decide whether or not to allow a potential Vendor to register for the Services. Registration on the AgMarket Website as a Vendor will be complete once the Vendor logs in to the Vendor portal for the first time, with AgMarket’s approval.

• Should the Vendor be a juristic person, and any natural person acting on behalf of the Vendor, logs into the Vendor Portal for the time, it is accepted by AgMarkket and warranted by the Vendor that such natural person has the authority to bind the Vendor to this Agreement and any transactions or actions following therefrom. If the Vendor is a natural person, the Vendor warrants that her/she is 18 (eighteen) years of age or older and has full legal capacity to enter into this Agreement.

• In order to ensure compliance with the Electronic Communications and Transitions Act 2002 (“ECTA”), you must provide us with the following information, which may constitute Personal Information:

• your legal name, if you are a juristic person;
• your full name and legal status, if you are a natural person;
• your trading name;
• registration number or identity number;
• your physical or main business address where you will accept legal service of documents;
• telephone number;
• email address;
• Membership to any self-regulatory or accreditation body which you may belong to and the contact details of such body;

• We are entitled to use or disclose your Personal Information provided as envisaged in clause 3 above, if such use or disclosure is required in order to comply with any applicable law, subpoena, order of court or legal process served on us, or to protect and defend our rights or property. In the event of a fraudulent online payment, AgMarket is entitled to disclose relevant Personal Information for criminal investigation purposes or in line with any other legal obligation for disclosure of the Personal Information which may be required of it.

• Any other information requested by AgMarket must be provided to us timeously for vetting purposes.

• The Vendor hereby authorises AgMarket to verify all information that the Vendor provides to AgMarket, and the Vendor undertakes to provide AgMarket with written confirmation of such authorisation on written request by AgMarket.

• Once the Vendor registers for the Services it authoriss AgMarket to perform the Services as set out in this Agreement (which may include AgMarket acting as a re-seller).

• As a Vendor, you use the AgMarket Website, its Services and Vendor Portal at your own risk. It is the Vendor’s sole responsibility to maintain the security of your login credentials (including your password) to your Vendor Portal and AgMarket will not be liable for a breach of privacy due to the negligence of the Vendor in keeping its credentials secure.

• The trading name of your AgMarket Account (your “Display Name”) must accurately reflect and identify the Vendor.

6. PRIVACY POLICY

• AgMarket respects your privacy and will take reasonable measures to protect it.

• Through the registration as a Vendor and the use of the Website, we will collect and process certain Personal Information as set out in this Agreement which will enable us to provide the services efficiently.

• As a Vendor you will become privy to certain Personal Information of Customers through your use of our services. You, therefore, agree that you will:

• comply with the provisions of all laws, which regulate the protection of Personal Information of Customers, including but not limited to the Protection of Personal Information Act No. 4 of 2013 (as amended) and the Electronic Communications and Transaction Act No. 25 of 2002 (as amended);

• comply with all laws, policies, and procedures relating to the protection, storage, handling, privacy, processing and retention of Personal Information and Data as well as the destruction of data, including Personal Data;

• not sell, offer for sale, dispose of, attempt to dispose of, create or allow the encumbrance over any Personal Information of a Customer held by the Vendor in relation to this Agreement;

• ensure that the Personal Information or data obtained from the Customer is processed for only the express purpose for which it was obtained, being the sale and delivery of Product to the Customer;

• endeavour to implement all reasonable technical and organisational measures in place to protect the Personal Information of Customers from unauthorised access and/or use including implementing measures to ensure access to the Personal Information remain secure, confidential;

• notify AgMarket of any actual or suspected breach of its security measures; and

• not keep the Personal Information of Customer for a period that exceeds the purpose for which it is being processed for.

• AgMarket, voluntarily subscribes to section 51 of the Electronic Communications and Transactions Act and endeavours to treat Personal Information received by you accordingly.

• AgMarket will;

• treat your Personal Information as strictly confidential, save for where we are entitled to disclose same under this Agreement;

• take appropriate technical and organisational measures to ensure that your Personal Information is kept secure and is protected against unauthorised or unlawful processing, accidental loss, destruction or damage, alteration, disclosure or access;

• provide you with access to your Personal Information through the portal to view and/or update your personal details;

• notify you as soon as reasonably possible should we become aware of any unauthorised use, disclosure or processing of your Personal Information;

• provide you with reasonable evidence of our compliance with our obligations under this Agreement on reasonable notice and request;

• only keep your personal data for as long as we need it for the purpose it is being processed for, after which we will employ measures to permanently delete it; and

• upon your request, return or destroy any and all of your Personal Information in our possession or control, save for that which we are legally obliged to retain.

• AgMarket will not, without your express consent:

• use your Personal Information for any purpose other than as set out below:

• to process your payments, if products are purchased, to provide you with the order status, deal with your enquiries and requests and assess and handle complaints;
• to process and answer your inquiries or to contact you to answer any questions you may have;
• to develop and improve our services, communication methods and the functionality of the Website;
• to communicate information to you and manage your registration on the Website;
• to authenticate the identity of individuals contacting us by telephone, electronic means or otherwise;
• to understand and assess the interests, wants and needs of Customers;
• in relation to the marketing, sale and delivery of Products; and

• to inform you of new features, orders and enquiries by Customers.

• disclose your Personal Information to any third party other than as set out below:

• to our employees and/or third-party service providers who assist us to interact with you via our Website, email or any other method, for the purpose of this Agreement, and thus need to know your Personal Information in order to assist us to communicate with you properly and efficiently;

• to our divisions, affiliates and/or partners (including their employees and/or third-party service providers) in order for them to interact directly with you via email or any other method for purposes of this Agreement;

• to law enforcement, government officials, fraud detection agencies or other third parties when we believe in good faith that the disclosure of personal information is necessary to prevent physical harm or financial loss, to report or support the investigation into suspected illegal activity, or to investigate violations of this Agreement;

• to our service providers who help with parts of our business operations and maintenance of the Website. However, our contracts dictate that such service providers may only use your information in connection with the services they perform for us and not for their own benefit;

• Whilst we will do all things reasonably necessary to protect your rights of privacy, and unless such disclosure is as a result of our gross negligence, we do not guarantee or accept any liability whatsoever for unauthorised or unlawful disclosures of your Personal Information, whilst in our possession, made by third parties who are not subject to our control.

7. TERM AND TERMINATION

• This Agreement shall commence on the date on which registration for the Services is complete and shall endure indefinitely or until validly cancelled by either Party by providing the other Party with 1 (one) calendar months’ notice of their intention to cancel the Agreement.

• AgMarket may, in its sole discretion, amend any of these terms and conditions at any time. It is the Vendor’s responsibility to regularly check these terms and conditions and make sure that you are satisfied with the changes. Should you not be satisfied, you must not sell or offer for sale any further Products on, or in any other way use, the Website.

• Any such change will only apply to your use of this Website after the amendment is displayed on the Website. If you use the Website and/or sell and/or offer for sale any Products on the Website after such amended terms and conditions have been displayed on the Website, you will be deemed to have accepted such amendments.

8. LISTING AND SALE

• The Vendor shall provide accurate and complete Product Information which includes:

• The title;
• Description;
• Digitised image that accurately depicts the Product;
• Any text, disclaimers, warnings, notices, labels or other content by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of a Product;
• Brand;
• Model;
• Technical specifications;
• Recommended retail price at the time of listing; and
• Any other information reasonably requested by us.

• It is the Vendor’s responsibility to update the Product Information as necessary, to ensure that it at all times remains accurate and complete.

• By providing the Product Information the Vendor grants AgMarket the right to use and share the Product Information as they deem fit. It is further the Vendor’s right to determine which Product will be for sale on the AgMarket Website.

9. ORDER PROCEDURE

• Subject to the terms contained in this Agreement the Vendor shall market their Products on the AgMarket Website. Should a Customer want to purchase a Product they will click on the “add to cart” function whereby they will be directed to AgMarket checkout point to purchase the chosen Product/s.

• Each Purchase Order placed by a Customer shall contain the following details as prompted and requested on the AgMarket Website:

• the date on which it is purchased;
• the official purchase order number;           
• the details pertaining to the part number, product, description, quantity and pricing of the Products ordered;   
• the expected delivery date and period within which the Products will be delivered;
• the delivery address; and
• any other delivery instructions in respect of the delivery of the Products (if any).

• The Customer shall effect payment with a third party electronic payment vendor and will be redirected to that third party electronic payment vendor website to make payment once their order has been captured correctly.

• AgMarket accepts no responsibility for delivery of the Product. Once payment has been received by AgMarket it will be the responsibility of the Vendor (where the Vendor arranges own shipping) or third-party courier service to deliver the Product(s) to the Customer.

• AgMarket shall bear no liability for any Loss, damages or injury caused by a courier company to the Vendor or the Customer.

10. AGMARKET’S ROLES, RESPONSIBILITIES AND UNDERTAKINGS

• AgMarket will provide the Services on the AgMarket Website and will be responsible to host, manage and maintain the AgMarket Website.

• AgMarket will use reasonable endeavours to maintain the availability of the Website and the Vendor Portal, except during scheduled maintenance periods, and are entitled to discontinue the Website or Vendor Portal, or any part thereof with or without notice to the Vendor.

• AgMarket will obtain payment for orders using third party electronic payment vendors such as, but not limited to, Payfast.  Once the funds show in the relevant account of AgMarket, the order status will be changed to Paid.  This is the indication for the Vendor to process and prepare the order.

• AgMarket will make payment to the Vendor of all Sale Proceeds received from Customers at the end of each payment cycle which shall be on the ___ day of each month, provided that such day is a business day. If not, payment will be made to the Vendor on first business day thereafter. Payment will be made into the bank account as provided by the Vendor in terms of this Agreement.

11. THE VENDOR’S ROLES, RESPONSIBILITIES AND UNDERTAKINGS

• The Vendor will have the following roles, responsibilities, and undertakings in terms of this Agreement, including but not limited to:

• The Vendor must ensure that all Products that are being marketed on the AgMarket Website comply with the provisions of the Code of Advertising Practice, and are available and in stock, ready to be delivered/shipped to the Customer;

• The Vendor will be liable to ensure that the Products marketed on the website are of a high standard and quality;

• The Vendor shall ensure the purchased Products are packaged to ensure they reach the Customer undamaged; and

• The Vendor will be liable to ensure that the description, dimensions and pricing of their Products are correct and is in line with the prices reflected on the AgMarket Website.

• The Vendor shall timeously process and prepare all orders from AgMarket with a status of Paid.

12. DELIVERY AND RISK

• AgMarket shall not be responsible for the delivery of the Products to the Customer. It will be the Vendor's or the third-party courier’s responsibility to engage with and arrange for the delivery of the Product(s) to the Customer’s selected address.

• The risk in the Products shall remain with the Vendor until such time as:

• the Products are delivered to the Customer; and

• the selected courier company has obtained the Customer’s signature as proof of receipt.

13. PURCHASE PRICE

• The purchase price of the Products shall be confirmed by the Vendor, it is the Vendor’s responsibility to ensure that the Purchase Price reflected on the AgMarket Website is true and correct.

14. BANK ACCOUNT:

• The Vendor must furnish AgMarket with valid banking details of the Vendor’s Bank Account and shall update such information as and when necessary to ensure that it remains accurate and complete.

• The Vendor authorises AgMarket to obtain credit reports on the Vendor from time to time, to invoice the Vendor and debit the Vendor Bank Account where necessary.

15. INTELLECTUAL PROPERTY

• The Products may contain, and the Vendor may otherwise provide AgMarket with certain intellectual property used in relation to the Products (hereinafter referred to as “Vendor IP”).

• The Vendor herewith and by offering its Products for sale on the Website, provides a non-exclusive, nontransferable, fully paid-up right and licence to AgMarketing to make use of the Vendor IP on the AgMarket Website for the purpose of this Agreement and the license shall include the right to use of the Vendor IP in related marketing material in order to market the Product on behalf of the Vendor.

• AgMarket hereby acknowledges that the Vendor IP is owned by or licensed to the Vendor and that AgMarket acquires no right, title, or interest in and to the ownership therein.

• The Vendor hereby warrants that it is the proprietor or licensee of the Vendor IP, it is entitled to enter into this Agreement and to grant AgMarket the licence and/or sub-licence to use such Vendor IP in the sale and marketing of Products as contemplated in this Agreement and no trademark, copyright, design or other intellectual property rights of any third parties will be infringed by the marketing, sale or use of the Products.

• The Vendor hereby indemnifies AgMarket and its Affiliates against any Loss arising from or in relation to a breach by the Vendor of any of the aforesaid warranties.

16. CONFIDENTIALITY

• During the course of this Agreement with AgMarket, confidential information relating to AgMarket’s business practices, personnel, business processes, systems and other information of a confidential nature which is not generally available to third parties or in the public domain or which would be understood to be confidential (“Confidential Information”), may be disclosed to the Vendor.

• The Vendor hereby agrees that such Confidential Information will only be used for purposes of fulfilling its obligations under this Agreement and shall not during the period of this Agreement or any time thereafter be disclosed, whether directly or indirectly, to any person whatsoever, without the express written consent of AgMarket. The Vendor shall take all reasonable measures to protect the Confidential Information.

• Notwithstanding clause 16.2 above, the Vendor shall be entitled to disclose Confidential Information –

• to its employees and/or professional advisors solely to the extent necessary for the purpose of fulfilling its obligations under this Agreement, the Vendor must ensure that the receiving person is bound by a written confidentiality undertaking;

• in order to satisfy an order of court of competent jurisdiction or otherwise comply with the provisions of any law or regulation in force, provided that the Vendor informs AgMarket of the requirement to disclose, and only discloses that portion of the Confidential Information which is legally required.

17. WARRANTY

• The Vendor warrants that all Products displayed and available on the AgMarket Website shall:

• be free of defects in material and workmanship;       
• be fit for the Customer’s intent and purpose;
• if designed by the Vendor, be free of defects in respect of design; and
• shall not be misleading or deceptive in respect of the nature, properties, uses, or any other material aspect of the Product.     

• The Vendor further warrants that that the Products do not infringe the rights of any third parties and that all its responsibilities and obligations pursuant to this Agreement shall be fulfilled in compliance with all applicable laws, enactments, orders, regulations, codes of practice or other similar instruments, including but not limited to the Consumer Protection Act, the Code of Advertising Practice, and the Electronic Communications and Transactions Act.

• The warranties set out in clause 17.1 and clause 17.2 shall be in addition and without prejudice to the warranties implied by or available under the common law.

• The warranties set out in clause 17.1 shall be valid for a period as provided by the Vendor, and/or in terms of any law, from the date of delivery of the Products to the Customer.

• The repair or replacement of defective Products under the warranties set out in clause 17.1 shall be the sole responsibility of the Vendor and the warranty includes liability for any direct and or indirect damages caused by any defects in the Products to the Customer or any third party.

18. AGMARKET’S CONDITIONS

• AgMarket shall not, in accepting any Purchase Order, impose upon or attach any terms, conditions or provisions contrary to those contained in this Agreement and the Customer Terms and Conditions accessible on the AgMarket Website, whether or not such terms, conditions and or provisions are normally imposed upon and/or attached to sales made by the Vendor and Customers.

• In the event of any conflict between the Vendor's standard terms of sale and those contained in this Agreement and the Customer Terms and Conditions, the provisions of this Agreement and the Customer Terms and Conditions shall prevail.

19. LIABILITY AND INDEMNITY

• Save in relation to any indemnification provisions provided for in this Agreement, in no event shall either Party be liable to the other Party, under this Agreement or otherwise, for any special, indirect or consequential loss or damages, including without limitation, any damage for loss of goodwill, loss of profits, or loss of use.

• In addition to any damages which may be caused by a breach of any of the warranties stated in clause 17, the Vendor shall take such action as may be required and necessary as a result of the breach of any of the warranties at its own cost and shall hold AgMarket harmless and indemnify AgMarket against any costs, losses, damages and or claims occasioned by the breach of the aforesaid warranties.

20. FORCE MAJEURE

• Neither Party shall be liable to the other for any failure to perform its obligations under this Agreement if such performance is prevented by any circumstance or event beyond the control of such Party, including but not limited to: -

• vis major, force majeureand acts of God;    

• industrial disputes, strikes and lockouts save where such disputes involve the personnel of the non-performing Parties;

• actions of Government and any competent authorities (excluding regulatory changes);

• political and economic sanctions imposed by any State or other person; and

• war, riots and civil unrest.

• If any such circumstance or event beyond the control of any Party prevents the performance by such Party of its obligations in terms of this Agreement, the Party concerned shall give written notice thereof to the other Parties setting out full details of the relevant circumstance or event whereupon the operation of this Agreement shall be suspended until the termination of the relevant circumstance or event.

21. DOMICILIUM AND NOTICES

• The Parties choose the following domicilium citandi et executandifor purposes of the giving of any notice, the serving of any process and for any other purpose arising from this Agreement:

• AgMarket’s address shall be that referred to in clause 1.1; and

• The Vendor’s address shall be the address nominated on the Vendor Portal.

• Any notice given or any payment made by any Party to the other ("the addressee") which is delivered by hand or, in the case of a notice, transmitted via e-mail during the normal business hours of the addressee at the addressee's domiciliumat the relevant time will be rebuttably presumed to have been received by the addressee on the first Business Day after the date of such actual delivery or successful transmission, as the case may be.

• You shall update your contact information on the Vendor Portal (including your legal name, nominated email address, delivery address and phone number) as often as necessary to ensure that it is accurate. AgMarket is not responsible for any Loss suffered or incurred by you or arising out of or in relation to your contact information on the Vendor Portal being incorrect or out of date.

• Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by the addressee will be regarded as an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its chosendomicilium.

22. BREACH

• In the event any of the Parties committing a material breach (“the Defaulting Party”) (including a series of minor breaches which together are considered material) of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy such breach within 14 (fourteen) days of that Defaulting Party being notified in writing of such breach by the other Party (“the Aggrieved Party”), which cancellation shall be without prejudice to any other claim which the Aggrieved Party may have arising from such breach.

• Either Party shall be entitled to cancel this Agreement immediately notwithstanding the provisions of clause 22.1 above if the other Party:

• is liquidated provisionally or finally;

• is placed under business rescue;

• commits an act of insolvency;

• enters into or attempts to enter into a compromise with its creditors generally; or

• has a judgment granted against it and fails, within 30 (thirty) days of such judgment coming to its attention, to satisfy same or institute an application for rescission or an appeal (which application for rescission or appeal shall be proceeded with expeditiously and with due care and diligence).

23. DISPUTE RESOLUTION

• This Agreement shall be governed by and interpreted according to the laws of the Republic of South Africa and the courts of the Republic of South Africa shall have exclusive jurisdiction over any dispute arising from this Agreement.

• Any dispute between Parties in regard to any matter arising out of this Agreement, shall first be referred to the directors or alternatively, the managers of the Parties to resolve the dispute. 

• Without derogation from the meaning of the word "dispute", which word shall be interpreted widely, it shall be regarded as a dispute for the purposes of this clause if one Party addresses to any other Party any notice in terms of this Agreement or dealing with any matter related, directly or indirectly, to this Agreement including its alleged breach, cancellation or termination which notice calls either for remedy of any breach or for a response to that notice and, after the lapse of time specified in this Agreement for remedy or response, the Party which gave the notice alleges that no or inadequate remedy has occurred or that no or inadequate response has been received. A dispute within the meaning of this clause exists once one Party notifies the other in writing of the nature of the dispute and requires the resolution of the dispute in terms of this clause.

• In the event of the negotiation between the designated managers or directors not resulting in an agreement signed by the Parties resolving the dispute within 14 (fourteen) working days, then the dispute will be finally resolved in terms of clause 23.1. No formal proceedings may be commenced until the designated representatives conclude in good faith that an amicable resolution of the matter is not likely to occur.

24. GOOD FAITH

• The Parties shall, at all times, owe each other a duty of good faith and shall, in all dealings and with each other and in respect of the Products act according to such standard.

25. CESSION AND ASSIGNMENT

• The Vendor shall not be entitled to cede, assign, transfer or make over any of their rights or obligations in terms of this Agreement without obtaining the prior written consent of AgMarket, which consent shall not be unreasonably withheld.

• Any cession or assignment agreed to by AgMarket will not relieve the Vendor of any obligations with respect to any covenant, condition, or obligation required to be performed by the Vendor under this Agreement.

26. GENERAL

• The headings in this Agreement are for convenience only and shall not be taken into account in the interpretation of this Agreement.

• This Agreement constitutes the entire agreement between the Parties and no variation of this Agreement, save for amendments in terms of the provisions of clause 2, shall have any effect unless reduced to writing and signed by the Parties.

• No relaxation which either Party may give in regard to the performance of the other Party's obligations in terms of this Agreement shall constitute a waiver of such rights unless reduced to writing and signed by such Party.

• Any termination of this Agreement will not affect any accrued rights or liabilities of either Party nor will it affect the coming into force or continuation in force of any other clauses and provisions of this Agreement which are expressly or by implication intended to come into force or continue in force on or after termination.

• The representatives of the Parties to this Agreement warrant that they are duly authorised to accept this Agreement on behalf of the Parties hereto.