Conditions of Sale

1. DEFINITIONS
The person(s), firm or company, corporate or unincorporate buying, is hereinafter termed “the Buyer” and Seed Co Limited is hereinafter termed “the Seller”

2. CONSTITUTION OF CONTRACT OF SALE
The order of the Buyer, whether made orally or in writing shall constitute an offer to purchase the goods named in the order, and shall remain open for acceptance by the Seller in the manner set out hereunder, unless withdrawn by the Buyer by notice in writing to the Seller at Shamwari Road, Stapleford, Harare, Zimbabwe before acceptance by the Seller. Delivery as defined hereunder or formal notice in writing by the Seller to the Buyer, whichever is the sooner to occur, shall be deemed to constitute conclusion of the contract in law.

3. PRICES
The purchase price payable for the goods shall be the price fixed by the Seller at the date of despatch and unless stated, is net of any discount given. The purchase price of the goods is quoted per price list.

4.(a) DELIVERY BY THE SELLER

• Where the Seller undertakes the delivery of the goods in his own vehicle, the arrival of each vehicle at the Buyer’s place of business shall constitute delivery to the Buyer of the consignment loaded on that vehicle.
• Off-loading shall be effected by the buyer at his own risk, and he shall be responsible for any damage caused thereby, including damage to the vehicle.
• If, in any instance, the Seller’s employees off-load or assist in off-loading, his action shall not affect the Buyer’s responsibility as set out in para (ii) of this clause.

(b) DELIVERY TO CARRIER OR THE RAILWAYS, OR DIRECT COLLECTION BY THE BUYER.

• The loading of the goods on a railway truck or upon a road vehicle whether belonging to the Buyer or a carrier, at the Seller’s Warehouse, or at any of it’s stores or depots, shall constitute delivery to the Buyer.
• It is accepted and understood by the Buyer that the Railways, or other carrier, upon whose vehicles the goods are loaded, shall for all purposes in law or otherwise be deemed to be the Buyer’s agent notwithstanding that the cost of carriage prepaid by the Seller.
• The Buyer shall return to the Seller on demand in writing any carriage prepaid by the Seller.

(c) DELIVERY DATE
The Seller does not guarantee delivery on any specified date, but will endeavour to give delivery on any date stated by the Seller in writing.

5.SAMPLING
Where sampling is required by the Buyer, the goods shall be sampled at the cost and expense of the Buyer at the Seller’s premises or store before delivery to the Buyer.

6. PAYMENT

• Each delivery is to be considered as the subject of a separate contract, and the purchase price thereof is payable accordingly.
• Payment of the purchase price will be due in accordance with the terms agreed between Buyer and Seller. If the purchase price is not paid on due date, it shall earn interest thereafter at the rate of 3 per centum per month compound until date of payment. The rate of interest may be adjusted by the Seller at any time in the event of any change in borrowing rate of the Seller from time to time. All payments shall be made at any of the Seller’s offices, and only receipts on the Seller’s printed form will be accepted as valid discharges.
• All invoices or other statements of account shall be deemed to be a true and correct record of the amount due and owing by the Buyer and have been accepted, errors and ommissions accepted, by the Buyer, unless challenged by the Buyer in writing, within 21 days, of the date of the statement. In the event of a challenge the Buyer undertakes to pay, by due date, those amounts not under challenge and to inform the Seller in writing, of the reasons for the challenge.
• In the event of the Buyer being outside Zimbabwe in respect of a currency which shall be acceptable to the Seller and the Zimbabwe exchange control authorities at the time of maturity of the letter of credit. Such a letter of credit shall be payable on the date upon which the goods are consigned by the Seller to the Buyer.

7. DELAY OR IMPOSSIBILITY OF PERFORMANCE
No liability whatsoever shall attach to the Seller should the Seller be prevented altogether from or delayed in complying with this agreement at the time or times specified, or, if none specified within a reasonable time, by reason of war (whether declares or not), national emergency, power or other shortages or cuts or breakdowns, regulations and controls of any Government or other competent authority, scarcity of labour, strikes, lock-outs, civil commotion, riots, insurrection, resurrection, fire, act of God or the State’s enemies, flood, drought, mutilies, saotage or other unexpected or exceptional cause or the like existing at the Seller’s premises as at the place of the facilities or elsewhere, or by scarcity, shortage, difficulty in procuring or inability to procure materials or articles or otherwise and the Seller shall be entitled by notice in writing to the Buyer to cancel this contract as to all or any of his obligations which have been prevented or delayed and no liability shall arise against the Seller as a result thereof.

8. MASS OF PRODUCTS
The Seller shall not be responsible for any loss in transit of mass or volume of products by drying or evaporation.

9. FINANCIAL POSITION OF THE BUYER
If, in the opinion of the Seller, the Buyer’s financial position, either actual or prospective has deteriorated since any contract of sale was concluded so that the Seller is no longer satisfied that the Buyer can meet his present or future commitments to the Seller, whether such deterioration arises from any act or omission of the Buyer or otherwise, the Seller may forthwith decline to make further deliveries of goods and may demand and recover immediate payment in respect of all goods already delivered, notwithstanding any prior agreements for credit or deferment of payment, in connection with any payment and without prejudice to any security the Seller may already hold.

10. JURISDICTION

• This contract shall be interpreted and construed in accordance with the law of Zimbabwe, the courts of which shall have sole Jurisdiction in relation to any matter arising thereof or therefrom.
• The Buyer hereby agrees and consents to the Seller at its option instituting any legal proceedings arising out of this contract in any appropriate Magistrate’s Court in Zimbabwe, notwithstanding that the value of the claim in dispute might otherwise exceed the jurisdiction of such court.

11. LEGAL CHARGES
In the event of the Buyer committing any breach of this contract as result of which the Seller in its sole discretion engages legal practitioners, the Seller shall have the right to recover all expenses connected therewith, including collection charges and legal costs on the legal practitioner and client basis incurred by the Seller in recovering or attempting to recover monies due.

12. PROPER USE OF GOODS

• Where directions for use are poted with, or are to be found upon or attached to, the package or container or the goods, the Seller does not accept responsibility for the use of such goods, otherwise that shall be in accordance with such direction any warranty, whether express or implied, in respect of any goods, shall be subject to this condition.
• Any off-type or irregular seed or plant resulting therefrom, is deemed to be the sole property of the Seller with the Buyer having no claim whatsoever on this genetic material.

13. WARNING
POISON: All seed is treated with Kapton Actellic, Sodium Molybdate, Vitavax or Thiram. Do not use for Feed, Food or Oil purposes.

14. WARRANTY
The Seller, takes the utmost care to supply seed true to the name and character, of good germinating strength and genuine in every way, but owing to the fact that certain seeds are indistinguishable in appearance from other seeds of different name and/or character and owing to the changeable climatic conditions, different mode of cultivation and various causes over which the Seller has no control, the Seller gives no warranty, express or implied, as to the description, name and/or character of any seeds or as to the germination, productiveness, quality or strength or any seeds supplied by it and the Seller will not be in a way responsible for any loss, injury or damage arising from the sale of such seed.

Thus seed is also sold “voetstoots” and without warranty or representation express or implied on the part of the Producer, Supplier, the Zimbabwe Seed Maize Association, the Zimbabwe Crop Seeds Association or the Seller or any member, employee of the agent thereof, notwithstanding any negligence or any degree of negligence on the part of the Seller or any other director, officer, representative, agent or employee of the Seller.

15. LIMITATIONS
The Buyer’s sole and exclusive remedy for any loss and breach of warranty, negligence or other cause, shall be limited to the refund of the purchase price, provided a claim is made in writing within 30 days of purchase. The Buyer shall co-operate fully with any investigation of such a claim. The Buyer accepts this warranty and limitation on the purchase of goods.

16. RETURNS
Under no circumstances may goods supplied against a firm order be returned without the Buyer having applied for, and obtained, the written consent of the Seller. Any goods supplied to the Buyer which are returned to the Seller for any reason whatsoever shall be at the sole risk of the Buyer and the Seller shall be entitled to store the same other otherwise than at the Seller’s premises. Any costs or charges incurred by the Seller of whatsoever kind associated with such storage shall be paid by the Buyer forthwith upon demand inwriting.
A handling fee of the sale value of goods returned will be charged on return. This rate is subject to annual review.

17. SOYABEANS AND GROUNDNUT SEED
Soyabeans and Groundnut seed shall not be returnable for any reason.

18. OWNERSHIP AND RISK
Ownership, risk and profit in the goods shall pass from the Seller to the Buyer on delivery by the Seller.

19. WAIVER
Any indulgence, leniency or extension granted by the Seller at any time shall not be construed as a novation or waiver of the rights of the Seller hereunder.

20. REPRESENTATIONS
These presents contain and record the whole agreement entered into between the parties relating to the matters dealt with herein and supersedes any previous contract relating thereto and the Buyer acknowledges that no representations, warranty, undertaking or promise whatsoever not expressly imbodied herein has been made or given by any servant, agent or representative of the Seller at any time.

21. CESSION AND ASSIGNMENT
The Seller shall not cede or assign all or any of its rights or obligations under this contract.

22. DEFAULT CLAUSE
That, notwithstanding anything to the contrary herein contained, should the Buyer commit a breach of any of the terms and conditions of this agreement or should it be placed in liquidation (voluntarily, compulsorily, provisionally or finally) or under judicial management (provisionally or finally) or be unable to pay its debts as defined in section 172 of the Companies Act, Chapter 190, or in the case of the Buyer who is an individual should his estate be assigned, surrendered or sequestrated (provisionally or finally) or should he commit an act of insolvency, or should the Buyer compound or compromise or enter into any scheme or arrangement with creditors or should any writ of attachment be issued against it or him, then and in any such event any monies owing by the Buyer shall immediately become due and recoverable by the Seller without prejudice to any claim arising for specific performance, cancellation of the contract, damages for breach of contract or otherwise.