IMPORTANT NOTICE:- The Consumer’s attention is drawn thereto that the standard terms and conditions of sale, as contemplated in this document (“Terms and Conditions”), may constitute a limitation of risk and/or liability of Agricol (Pty) Ltd (registration number: 1957/003946/07) (“the Company”) and/or constitute an assumption of obligations, risk, liability and/or waiver of rights by the Consumer. The Consumer may furthermore, in terms hereof, indemnify the Company against claims for damages and/or loss.

1. ACCEPTANCE OF TERMS AND CONDITIONS: – The placing of an order and/or acceptance of delivery of the goods, forming the subject of a transaction which is regulated by the Terms and Conditions, whichever event occurs first, shall constitute a full and unconditional acceptance by the Consumer of such Terms and Conditions. It is further recorded that the opening of the product packaging shall constitute a further acceptance, alternatively confirmation of acceptance, by the Consumer of the Terms and Conditions.

2. SALE & PURCHASE: – The Company hereby sells to the Consumer who purchases the goods, as identified on the order form and/or tax invoice, subject to the Terms and Conditions and the Company’s policy/ies, if any, regarding defective goods.

3. TRANSFER OF RISK & INSURANCE: – All risk of loss and/or damage to or in relation to the goods shall immediately transfer to the Consumer upon delivery thereof. Delivery shall be affected ex works, as contemplated in the 2020 edition of the International Chamber of Commerce’s Commercial Terms (“Incoterms®”). The Company will only procure insurance at the written request of the Consumer and upon such terms and conditions as the parties may agree upon in writing.

4. QUALITY OF GOODS: – The Company takes reasonable care to ensure that the goods comply with all relevant statutory requirements at the time of its sale and delivery. If the Consumer is dissatisfied with the quality of the goods, the latter may lodge a formal written complaint with the Company, which complaint shall be investigated and dealt with accordingly. The determination of the quality of the goods shall be performed in accordance with accepted industry practices, protocol and, where applicable, the International Rules for Seed Testing issued by the International Seed Testing Association (“ISTA”). To the extent that the goods are not planted or otherwise used, as the case may be, within a period of twelve (12) months from date of its purchase, alternatively used prior to the “best before date” or “expiry date”, as may be indicated on the relevant product packaging, the Consumer shall at its own expense have the quality of such goods tested by an appropriately accredited laboratory prior to the use and/or application thereof and otherwise ensure that such goods are suitable for its intended use at that time.

5. SUCCESSFUL CULTIVATION: – The Consumer acknowledges that the successful cultivation of crops may be seasonally and/or regionally bound. It may further be subject to and/or influenced by various factors, such to include but not limited to, the geographic location of the cultivation area, cultivation practices, seed treatment practices, fertilising practices, weed and pest control practices, climate conditions, environmental conditions, soil quality, handling practices, warehousing conditions, and the timeous, appropriate use and/or application of agricultural inputs. Having regard to the above, the Consumer undertakes to at all relevant times ensure that the relevant crop is cultivated in accordance with best industry practice and in conditions which are generally accepted as being optimal for the cultivation of such crops.

6. WARRANTY & REPRESENTATION: – Unless contained in these terms and conditions of sale, no express, alternatively tacit, alternatively implied warranty or representation of any nature whatsoever is given in relation to the goods, its quality, purity and genetic purity, usages, merchantability, fitness, suitability for a particular purpose, yield, hardiness and resistance to diseases and/or insects or otherwise. All recommendations in respect of the goods shall be bona fide, non-binding and not constitute a representation or warranty of the goods’ suitability for use or usefulness of whatsoever nature. The Company does not warrant that the goods are free of any pests, insects, fungi, bacteria, weed seeds, chemicals or any other material and/or substance that may be harmful. The Consumer shall remain solely responsible to ensure that the goods are suitable for its intended use.

7. PRICE FLUCTUATIONS: – Due to market and currency exchange fluctuations, prices of the goods may from time-to-time vary without notice. Prices are therefore neither fixed nor binding upon the Company until a purchase order has expressly been accepted and such acceptance been communicated in writing by the Company to the Consumer. All prices quoted are exclusive of warehouse costs, transport costs, insurance, Value Added Tax or any other applicable levy and/or duty.

8. STOCK AVAILABILITY & DELIVERY: – Orders are received in good faith and are subject to stock availability. Delivery times are not guaranteed and should only be interpreted as an estimated time of delivery. Notwithstanding the limitation of liability contained herein below, the Company shall not be liable towards the Consumer for any loss or damage, of whatsoever nature, suffered as a result of its inability or failure to timeously supply and deliver the goods. The parties agree that time shall not be of the essence in relation to the delivery of the goods.

9. INTELLECTUAL PROPERTY: – Except to the extent otherwise provided for in these terms and conditions of sale, the Consumer acquires no right or licence in respect of the intellectual property owned by the Company or in such intellectual property in which the Company, whether through licence or otherwise, may hold a direct and/or indirect interest. The Consumer is prohibited from any unauthorised and/or unlawful use, application or exploitation of the intellectual property owned by the Company or such intellectual property in which the Company, whether through licence or otherwise, may hold a direct and/or indirect interest. The unauthorised multiplication or trading of seed of a protected variety is strictly prohibited. Once the seed of a protected variety has been planted, the Consumer shall not be entitled to replant or trade the harvested seed or to use same in any manner of whatsoever nature that would infringe or otherwise limit any intellectual property rights that may directly and/or indirectly vest in the Company. The Consumer’s attention is furthermore drawn thereto that the unauthorised multiplication, trade or use of seed of protected varieties and/or varieties that may contain other intellectual property, such to include but not limited to patented biotechnology traits or otherwise, are unlawful and strictly prohibited.

10. PAYMENT TERMS: – Unless agreed to otherwise in writing, the payment terms of the purchase consideration in respect of the goods sold and delivered to the Consumer by virtue hereof, shall be “cash on delivery”. The Company, acting in its sole discretion, reserves the right to sell and deliver goods to the Consumer on credit, the terms and conditions of which shall be reduced to writing and signed for and/or on behalf of the Company and the Consumer. All payments to be made by virtue of this agreement shall be made without any fee, deduction or setoff and from freely transferrable funds.

11. INTEREST: – Compound interest, capitalised monthly in arrears, shall accrue to any and all overdue amounts at the rate of 2% per month (24% per annum), calculated from the date upon which such overdue amounts became due and payable until such date as the full remaining balance in respect of such overdue amounts have been paid in full.

12. RESERVATION OF OWNERSHIP: – Ownership in respect of the goods, forming the subject of a transaction regulated by these Terms and Conditions, shall at all relevant times remain vested in the Company until such time as the purchase consideration, including interest and costs, if any, in respect thereof has been paid in full.

13. LEGAL COSTS: – All fees, costs and expenses, including costs on an attorney and client scale, collection commission and tracing fees, incurred by the Company in the recovery of any amount that may be due by the Consumer to the Company, or in the enforcement of any rights and/or obligations held by virtue of these Terms and Conditions, shall be borne by and recoverable from the Consumer.

14. LIMITATION AND EXCLUSION OF LIABILITY: – The Company shall not be held liable by the Consumer for any loss and/or damages that may be suffered as a direct or indirect result of the use of the goods subsequent to its “best before date” or “expiry date” or a period of twelve (12) months after the procurement of such goods. The Company shall further not be liable to the Consumer for such damages and/or loss in circumstances where the Consumer has not followed best industry practices in the cultivation of the relevant crop or has not cultivated the relevant crop in optimal conditions, as the case may be. In all other instances, the Company’s liability towards the Consumer for any loss and/or damages (including consequential damages) shall be limited to the value of the purchase price of the goods that formed the subject of the Consumer’s claim. The Consumer waives and/or abandons any portion of the claim that it may in law have against the Company, which exceeds the aforesaid value.

15. COMPLETE AGREEMENT: – The Terms and Conditions constitute the full and final agreement between the parties relating to the subject matter thereof. No variation of this agreement or consensual cancellation thereof, shall be of any force or effect unless reduced to writing and signed by or on behalf of the parties to this agreement.

16. CONSENT TO JURISDICTION: – The parties hereby consent to the jurisdiction of the Magistrates Court, notwithstanding that the subject matter of such claim might otherwise exceed the jurisdiction of the Magistrate’s Court. The parties will however reserve the right to institute proceedings in any higher Court having the required jurisdiction. The parties hereby acknowledge and give their consent to the jurisdiction of the South African Courts and that any dispute of whatsoever nature, arising from this agreement, will exclusively be adjudicated by applying the law governing the Republic of South Africa.

17. CONFLICT OF TERMS AND CONDITIONS: – In as much as the English version of these Terms and Conditions may be in conflict with the Afrikaans version thereof, the English version shall prevail.

18. AUTHORITY TO CONTRACT: – The Consumer and signatory to this agreement, acting as the agent for and on behalf of the Consumer, hereby warrant that he/she/they are duly authorised to contract with the Company on the Terms and Conditions contemplated herein.