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Sales Agreement

1. General

1.1 These standard terms and conditions of sale (hereinafter referred to as the/these “Terms of Sale”) constitutes the agreement between you as the customer (hereinafter referred to as “customer”, “you” or “your”) and Webkraal Prop (Pty) Ltd, registration number 2011/106793/07, a private company duly incorporated in accordance with the company laws of the Republic of South Africa, with its registered office at 2A Wilson Street, Kroonstad, 9499 (hereinafter referred to as “Webkraal”, “we”, “our” or “us”).

1.2 Unless otherwise agreed to in writing, all transactions, quotations, offers to contract and agreements (whether written or verbal) for the supply of goods and/or services by Webkraal, shall be subject to these Terms of Sale. These Terms of Sale shall furthermore be subject to the Consumer Protection Act 68 of 2008 (hereinafter referred to as the “CPA”) and the National Credit Act 35 of 2005 (hereinafter referred to as the “Credit Act”), where applicable.

1.3 By placing an order with us, you are offering to purchase the goods sold or supplied by Webkraal, including livestock (hereinafter referred to as the “Goods”) and you agree to be bound by these Terms of Sale and any other associated policies or related documents ancillary hereto. All orders and the acceptance thereof are subject to availability of the Goods, confirmation of the order price and the authorisation verification conducted and carried out by Webkraal upon receipt of your order, as contemplated in clause 2.2 below.

1.4 Webkraal may, in its sole and absolute discretion, change these Terms of Sale at any time with or without prior notice to you. It remains your responsibility to review these Terms of Sales every time you wish to place an order with Webkraal for Goods.

2. Order

2.1 When you place an order, you shall receive an acknowledgement of receipt to the e-mail address provided to us or linked to your user account. It is recorded that the aforementioned e-mail shall only serve as an acknowledgement that we have received your order, and shall under no circumstances constitute an acceptance of your order.

2.2 Upon receiving your order, we will request that you provide us with all applicable documentation, including but not limited to legally required permits for livestock and your payment card details (if applicable), in order to enable us to do a standard authorisation check.

2.3 An agreement between Webkraal and yourself shall only be considered to be concluded, final and binding, upon receipt of an e-mail confirming our express acceptance of you order.

2.4 Notwithstanding clause 2.3 above, we expressly reserve the right to decline your offer and/or to suspend delivery and/or decline to supply the requested Goods to you. If we accepted your order in accordance with the email contemplated in clause 2.3, you shall receive a further email confirming dispatch of the Goods on the date of dispatch or as soon as possible thereafter. Please take note that, if we reasonably believe your order is fraudulent or you have otherwise violated applicable law when ordering the Goods, regardless of whether we have accepted your order or not, we reserve the right to cancel the order without prejudicing any of our rights in law.

2.5 Furthermore, you warrant that all information submitted by you to us (whether through the creation of a user account or correspondence) is accurate and not misleading. You acknowledge that any changes to the information provided by you to Webkraal must be communicated to us and updated accordingly as soon as possible after the change.

3. Pricing

3.1 Whilst Webkraal endeavours to ensure that all details, descriptions and prices of the Goods are accurate and current, errors may still occur. The price for your order will need to be validated by us as part of our acceptance procedure.

3.2 Should we, subsequent to you placing your order, discover an error in the price of any Goods which you have ordered and which order we have accepted, we shall inform you of such error as soon as possible. In the event that the Goods were under-priced on the website displaying the Goods, we shall grant you the option of either reconfirming your order at the correct price or cancelling it. Should you fail to re-confirm or cancel the order within 7 (SEVEN) days after the option has been granted, the order shall be deemed to be cancelled. In the event that your order is cancelled in accordance with this clause 3.2, we shall promptly refund any payment already made by you to us for the order of the Goods.

3.3 The delivery costs of the Goods shall be charged in addition to the order price. Such delivery costs are clearly displayed where applicable and included in the “total cost” of the order.

3.4 In the event that the Goods for a specific transaction constitutes livestock (hereinafter referred to as “Livestock”), the following conditions shall apply:

3.4.1 All costs incurred in respect of ensuring that the Livestock is caught, including but not limited to veterinarian expenses and insurances, shall be for the customer’s account.

3.4.2 All costs in respect of loading the Livestock for transport to the customer’s destination, including but not limited to veterinarian expenses and insurances, shall be for the customer’s account.

3.4.3 All costs in respect of transport of the Livestock to the customer’s destination, including but not limited to veterinarian expenses and insurances, shall be for the customer’s account.

3.5 It is specifically recorded that value added tax (hereinafter referred to as “VAT”) shall be charged in addition to the purchase price of the Goods.

4. Payment

The terms of payment are as follows:

4.1 All payments shall be made into a nominated bank account of Webkraal, or in any other manner indicated to you by us, free of exchange, deduction and set-off.

4.2 In the event that the order price is under R50 000 (FIFTY THOUSAND RAND) we will, once your order has been accepted by us, debit your payment card with an amount equal to 50% (FIFTY PERCENT) of the purchase price. The balance of the purchase price shall be debited against your payment card, on the date of dispatch of the Goods.

4.3 In the event that the order price exceeds R50 000.00 (FIFTY THOUSAND RAND), a deposit of 50% (FIFTY PERCENT) of the order price shall be due and payable within 10 (TEN) days after your order has been accepted by us, into a nominated bank account of Webkraal, or in any other manner indicated to you by us, free of exchange, deduction and set-off.

4.4 The balance of the purchase price shall be payable on or before the date of dispatch of the Goods into a nominated bank account of Webkraal, or in any other manner indicated to you by us, free of exchange, deduction and set-off. It is our policy that payment shall first reflect in Webkraal’s bank account before the Goods shall be delivered to the customer.

4.5 Webkraal may, notwithstanding the provisions of this clause 4, in its sole and absolute discretion, prescribe the manner in which payment shall be made by you to us.

4.6 Subject to the Credit Act, all overdue accounts shall accrue interest at a rate of 2% (TWO PERCENT) above the prime interest rate of the bank of Webkraal from time to time, from the due date of payment to the date of final payment, which interest shall be compounded monthly in arrears.

5. Delivery of Goods

5.1 Once you have placed your order, we shall be unable to make any amendments to your order, including the quantity of the Goods ordered, the date of delivery or the destination of the Goods. This clause does not adversely affect your rights to withdraw your order (before we have accepted same) or any rights to return the Goods in the events contemplated in clauses 5.4 and 5.5.

5.2 Although Webkraal shall undertake all reasonable endeavours to deliver the Goods according to the customer’s requirements, Webkraal shall not be bound to delivery requirements of the customer and accordingly Webkraal shall not be liable in any manner whatsoever for failure or delay in delivery. This clause is qualified and subject to the applicable provisions of the CPA.

5.3 When effecting delivery at the customer’s premises or any other nominated destination, the customer shall be responsible for receiving, uploading and checking the Goods in the presence of the Webkraal representative making the delivery.

5.4 In the event of short delivery the customer shall forthwith, upon delivery, endorse Webkraal’s copy of delivery note specifying details of the Goods which were not delivered and thereafter within 3 (THREE) days of such delivery, the customer shall lodge a claim with Webkraal in respect of such short delivery.

5.5 In the event that the Goods are delivered in a damaged or defective state, fair wear and tear excepted, the customer shall forthwith, upon delivery, endorse Webkraal’s copy of the delivery note detailing and aggregating the damage or defects to the Goods and the customer shall within 3 (THREE) days after delivery of the Goods notify Webkraal of such damage or defects to the Goods so delivered.

5.6 In the occurrence of the events contemplated in clauses 5.4 and 5.5, subject to the customer complying with the prescribed procedures and timeframes set out therein and provided that Webkraal accepts such information supplied by the customer, Webkraal shall either rectify the shortfall in the Goods or replace the damaged or defective Goods as the case may be, as soon as reasonably possible.

5.7 Subject to the CPA, Webkraal shall not be liable to the customer for any loss or damage occasioned by reason of the circumstances contemplated in clause 5.4 and 5.5.

5.8 Delivery of the Goods at the destination nominated by the customer shall constitute complete and proper delivery. Any acknowledgement of receipt by the customer or any authorised representative or employee of the customer, whether direct or indirect, in writing or otherwise, shall serve to confirm the delivery of the Goods.

5.9 Webkraal hereby expressly reserves the right to charge a reasonable handling fee for the return of any Goods due to any reason whatsoever, save where the Goods have failed, are defective, hazardous or unsafe as defined in and in accordance with the CPA.

6. Risk

6.1 Subject to clause 6.2, the risk in and to the Goods so delivered shall pass to you on delivery of the Goods.

6.2 In the event that the Goods constitute Livestock and notwithstanding any other provisions to the contrary in these Terms of Sale, the following provisions shall apply:

6.2.1 All risk to, and in respect of, the Livestock shall pass from Webkraal to the customer the moment the Livestock is loaded by Webkraal on the date of dispatch of the Livestock onto the mode of transport thereof. Webkraal shall take reasonable steps to ensure that the Livestock is adequately insured up and until the Livestock is loaded by Webkraal onto the mode of transport thereof.

6.2.2 The customer agrees to accept the full risk of any injury to or death of the Livestock once the Livestock is loaded by Webkraal on the date of dispatch of the Livestock onto the mode of transport thereof.

6.2.3 It remains the sole responsibility of the customer to ensure that adequate insurance cover is in place from the time and date that the Livestock is loaded by Webkraal on the date of dispatch of the Livestock onto the mode of transport thereof.

6.2.4 In the event that any Livestock has died or has been injured, after the risk has passed to the customer in terms of this clause, the full purchase price shall still be due and payable to Webkraal, if not already paid.

7. Warranty

7.1 Subject to the CPA, Webkraal makes no representation whatsoever and gives no guarantees or warranties against latent or patent defects in respect of the Goods and all representations, guarantees and warranties, whether implied or otherwise, are hereby expressly disclaimed by Webkraal to the fullest extent permitted by law.

7.2 Subject to the CPA and this Terms of Sale, Webkraal, its agents, representatives or employees shall not incur any liability of whatever nature arising in contract or delict from any damage, loss or injury to any person or property arising from the use or purchase of the Goods. In the event that Webkraal incurs any liability in accordance with the subjections of this clause, the liability shall be limited to the order price of the Goods including the order price of the Livestock.

7.3 The Goods shall only be suitable for its designated purposes. All express and implied warranties, including, without limitation to, the warranties of merchantability and fitness for a particular purpose are expressly disclaimed to the fullest extent permitted by law. Subject to the CPA, the customer shall have no claim against Webkraal arising out of or in connection with any defects in the Goods.

8. Indemnity

8.1 You shall indemnify Webkraal and shall keep Webkraal indemnified against all direct and consequential losses sustained by you due to any loss of or damage to property, breach of a statutory duty arising under any applicable law, claim in respect of the death or personal injury of any individual, or any other claim, action, charge, cost, demand or expense, including, without limitation to, all legal fees and costs arising as a result of the use of the Goods by the customer, save to the extent caused by the gross negligence or wilful conduct of Webkraal.

8.2 The Goods are sold subject to Webkraal’s specifications and recommendations. Failure to adhere to these may result in damage, injury or harm, and you indemnify Webkraal against such damage, injury or harm which arises from non-adherence.

9. Cancellation

We reserve the right to cancel an order accepted by us before the Goods are delivered to you due to events outside our reasonable control. These events include, but are not limited to, equipment failure, death of Livestock prior to the date of dispatch, non-performance by third parties and/or transportation difficulties. We shall promptly contact you should the aforementioned event occur. However, in the event that we cancel your order as set out in this clause as a consequence of an event outside our control, then we shall promptly refund any payment already made by you to us for the order of the Goods.

10. Customer Documents

10.1 Subject to the CPA, in all transactions concluded with the customer, any clauses or conditions contained in or forming part of any documentation or previous discussions, whether in writing or otherwise, between Webkraal and the customer, shall not amend or modify these Terms of Sale and Webkraal shall not be bound thereby, unless reduced to writing and signed by the customer and Webkraal.

10.2 These Terms of Sale shall supersede any and all conflicting clauses, conditions or previous agreements in respect of a specific order, whether verbal or otherwise, in any such documents.

11. Intellectual Property

All intellectual property rights of Webkraal, whether capable of registration or not, not yet registered or where registration is pending, including any form of intellectual property rights in respect of the Goods, shall remain the exclusive and sole property of Webkraal and are protected from infringement by law.

12. Indulgence

Any relaxation, indulgence or delay (collectively referred to as “Indulgence”) by Webkraal in exercising, or any failure by Webkraal to exercise, any right under these Terms of Sale shall not be construed as a waiver of that right and shall not affect the ability of Webkraal to subsequently exercise that right or to pursue any remedy, nor shall any Indulgence constitute a waiver of any other right (whether against Webkraal or any other person).

13. Breach

Should the customer commit a breach of these Terms of Sale and fail or refuse to rectify that breach within 14 (FOURTEEN) days after receipt of a written notice from Webkraal, calling upon the customer to rectify that breach, Webkraal shall be entitled, without prejudice to any other of his rights, to forthwith cancel these Terms of Sale by written notice to the customer.

14. Legal costs

In the event of Webkraal taking legal measures for the enforcement of any of its rights under these Terms of Sale, the customer shall be liable for such costs, including any collection charges and other legal costs for which it is liable on an attorney-and-own client scale.

15. Applicable law

The interpretation of these Terms of Sale and the adjudication of any claim or dispute arising therefrom, shall be in accordance with the laws of the Republic of South Africa and each and every cause of action shall be regarded as having arisen within the jurisdiction of the necessary courts of the Republic of South Africa.

16. Notices

Unless otherwise stated within these Terms of Sale, notices to be given to either party shall be in writing and shall be delivered by hand, electronic mail or pre-paid post, to you at the address you supplied to us or to us at our registered office.

17. Assignment

You may not assign or delegate or otherwise transfer all or any of your rights or obligations under these Terms of Sale without our prior written approval, which approval we shall not unreasonably withhold. We reserve the right to assign or otherwise delegate all or any of our rights or obligations under these Terms of Sale to any other person.

18. Severability

If any provision of these Terms of Sale is held to be unlawful, invalid or unenforceable, that provision shall be removed from these Terms of Sale without affecting the rest of these Terms of Sale. Where capable, the validity and enforceability of the remaining provisions of these Terms of Sale shall not be affected.