General Terms and Conditions
All the service and products offered by or through the www.ecogreenagri.com website are made available subject to the following Terms and Conditions:
By using the www.ecogreenagri.com website, the Customer (“the user”) agree to be bound by, and to comply with, these Terms and Conditions and any further Terms and Conditions that the Proprietor (“Eco-Green Agriculture (Pty) Ltd”) may prescribe from time to time. The Proprietor reserves the right to make changes to this website and any disclaimers, to modify or withdraw, temporarily or permanently, the website (or any part of) with or without notice to the user and the user confirm that we shall not be liable to the user or any third party for any modification to or withdrawal of this website. If you do not agree with any term of these Terms and Conditions, you must cease your access of this website immediately.
All content included on the website, such as text, graphics, logos, button icons, images, maps, databases and software, is the sole property of the Proprietor. Furthermore, the compilation (meaning the collection, arrangement and assembly) of all content on this website is the exclusive property of the Proprietor and protected by South African and International copyright laws.
You may only use this site to browse the content and shall not use this site for any other purposes. This site and the content provided in this site may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed. ‘Deep-linking’, ‘embedding’ or using analogous technology is strictly prohibited. Unauthorized use of this site and/or the materials contained on this site may violate applicable copyright, trademark or other intellectual property laws or other laws.
The user are expressly prohibited from incorporating any of the material from this website in any other work, publications or websites of your own or belonging to another. Any reproduction of material from this website or portion thereof must include this notice in its entirety.
The information, content, services, products and materials published on this website, including without limitation, text, graphics and links are provided on an “as is” basis. The owner of this site, the authors of these contents and in general anybody connected to this site in any way, are from now on collectively called the “Proprietor”. The Proprietor makes no representation or warranties of any kind, expressed or implied, as to the operation of this website or the accuracy, correctness or completeness of the information, contents, materials or products included on this site. Consequential and indirect loss and damage will include but not be limited to loss of profits, loss of goodwill and wasted expenditure.
Without limiting the generality of the foregoing; the Proprietor does not warrant that this website will be error free, or will meet any particular criteria of accuracy, completeness or reliability of information, performance or quality; and whilst the Proprietor has taken reasonable measures to ensure the integrity of this website and its contents, no warranty, whether expressed or implied, is given that any files, downloads or applications available on this website are free of viruses, Trojans, bombs, time-locks or any other data or code which has the ability to corrupt or affect the operation of your system.
The Providers shall not be liable for any direct, indirect, general, special, incidental or consequential damages (including -without limitation- data loss, lost revenues and lost profit) which may result from the inability to use or the correct or incorrect use, abuse, or misuse of these contents, even if the Providers have been informed of the possibilities of such damages. The Providers cannot assume any obligation or responsibility. The use of these contents is forbidden in those places where the law does not allow this disclaimer to take full effect.
Limitation of Liabilities
In no event shall the Proprietor, its Suppliers or its affiliates be liable for any direct, indirect, punitive, incidental, special or consequential damages arising out of or in any way connected with the use of this website. Such limitation shall also apply with respect to damages resulting from the inability to use this website, the operational failure of this website, or for any information, data, products and services obtained through this website, or otherwise arising out of the use of this website, whether based on contract, delict, strict liability or otherwise.
Products and Services
Although the product has been tested under various conditions, the Proprietor and the registration holder does not warrant that this products will be efficacious under all conditions, because the effect and action of this products may be affected by factors such as abnormal soil, quality of dilution water, climatic conditions, compatibility with other substances, storage conditions, the occurrence of resistance and intensity of plant sickness, disease and plague, the method and accuracy of application, etc. The Proprietor and the registration holder does not warrant or represent, expressly or impliedly, that the products are fit for any particular purpose whether or not the purpose is known to the proprietor or the registration holder. The Proprietor and the registration holder shall not be liable for any loss or damage of any nature whatsoever, whether direct or indirect, consequential or otherwise, sustained by the user as a result of or caused by the products. The Proprietor and the registration holder shall not be liable for any products sold which are latently, patently, or otherwise defective. All products are sold “voetstoots”.
Although reasonable steps have been taken to ensure the accuracy and completeness of the contents, data and information on this website, there may be instances where such information proves inaccurate or incomplete. Without limiting the generality of the foregoing; this website could include technical, typographical or other inaccuracies and you (the user) should take all reasonable steps to ensure and verify the accuracy of the contents, data and information obtained from this website, prior to placing reliance thereon. The Proprietor reserves the right to make changes and these changes are periodically made to the information herein and these changes will be incorporated in new editions of this website.
These Terms and Conditions shall be governed and interpreted in accordance with the laws of the Republic of South Africa. The Customer consents to the jurisdiction of the Magistrate’s Court in respect of any litigation resulting from these Terms and Conditions, and the Supplier reserves the right to litigate in the High Court, for which purpose the Client consents to the jurisdiction of the CAPE TOWN High Court.
Right to Alter Website
The Proprietor reserves the right to alter the content and the functionality of the website from time to time; in any way or for any reason and without given prior notification and will not be held liable in any way for possible consequences of such damages.
The site may use cookie and tracking technology depending on the features offered. Cookie and tracking technology are useful for gathering information such as browser type and operating system, tracking the number of visitors to the site, and understanding how visitors use the site. Cookies can also help customize the site for visitors. Personal information cannot be collected via cookies and other tracking technology; however, if the user previously provided personally identifiable information, cookies may be tied to such information. Aggregate cookie and tracking information may be shared with third parties.
Links to other Websites
This website contains hyperlinks to other websites that are not operated by the Proprietor. In an attempt to provide increased value to our users, we may provide links to other websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable, directly or indirectly, for the privacy practices or the content (including misrepresentative or defamatory content) of such websites, including (without limitation) any advertising, products or other materials or services on or available from such websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, products or services available on such external sites or resources. The Proprietor does not control these websites and is not responsible for their content. You access and use these websites solely at your own risk.
We have the right, but not the obligation, to monitor any activity and content associated with the Website. We may investigate any reported violation of these Conditions or complaints and take any action that we deem appropriate (which may include, but is not limited to, issuing warnings, suspending, terminating or attaching conditions to your access and/or removing any materials from the Website).
I, the user, by entering and using the website, you or the legal entity you represent, agree to these terms and conditions of Eco-Green Agriculture. Furthermore, I acknowledge and agree that all the designs and trademarks are registered to Eco-Green Agriculture. I undertake not to copy/duplicate the trademarks and designs directly or indirectly in anyway and understand the legal implications thereof. Should I be found to be in violation of this agreement, I understand that I will be held liable for all legal costs incurred by Eco-Green Agriculture for any civil action or any legal action deemed necessary against me. If you, the user, do not accept any term of these terms and conditions, you must please cease your access of this website immediately.
STANDARD CONDITIONS OF SALE
1. SCOPE AND APPLICATION
1.1 Except as otherwise agreed in writing, all transactions, quotations, tenders, offers to contract and contracts for the supply of the goods (“Products”) by Eco-Green Agriculture (Pty) Ltd (“Supplier”), shall be subject to these standard terms and conditions of sale. These terms and conditions are subject to the Consumer Protection Act, Act 68 of 2008 (“CPA”) and the Credit Act, Act No. 34 of 2005 (Credit Act).
1.2 This document contains the sole and entire record of the agreement between the parties. No party shall be bound by any express or implied term, representation, warranty, promise or the like not recorded herein or otherwise created by operation of law.
1.3 Any special agreed terms or conditions as regards discounts or payment terms (or any other special terms and conditions) shall be binding only if recorded in the Supplier’s order form or by the Supplier in writing and will in any event be subject to these terms and conditions and to acceptance of the Customer’s (“Customer”) order by the Supplier.
1.4 The placing of an order and/or taking delivery of the products, whichever occurs first, shall constitute a full and unconditional acceptance of these terms and conditions of sale. It is further recorded that the opening of the product packaging shall constitute a further acceptance, alternatively confirmation of acceptance, of the terms and conditions contained herein.
1.5 In compliance with Section 49 of the CPA, the Customer’s attention is drawn to the fact that the terms and conditions contained herein may constitute a limitation of risk and/or liability of the Supplier and/or constitute an assumption of obligations, risk and/or liability by the Customer. The Customer may furthermore, in terms hereof, indemnify the Supplier against claims for damages.
2. PURCHASE AND SALE
2.1.1 The Supplier hereby sell to the Customer who purchases the products, as identified on the order form, delivery note and/or tax invoice.
3. LABEL AND DESCRIPTION
3.1 The label and description of the products, as contained on its container and/or packaging, is merely for identification purposes and shall not constitute a representation or warranty of the information contained therein.
4. PRICE AND PAYMENT
4.1 The price payable shall be the Supplier’s list price at the date of acceptance of order unless otherwise agreed in writing.
4.2 The Supplier reserves the right to vary its list prices from time to time without notice to the Customer.
4.3 Payment terms are as follows:
4.3.1 All contracts are concluded on a cash sale basis unless credit has been arranged and agreed by the Supplier, in which case the price is payable within thirty days of statement. Unless otherwise agreed to by the Supplier in writing;
4.3.2 Payment should be reflected in the Supplier’s bank account within the last day of the month payable.
4.3.3 Subject to the Credit Act, all overdue accounts shall accrue interest at the rate of 2% (two per cent) per month, reckoned from the due date for payment, to the date of final payment, compounded monthly in advance.
4.4 The Supplier shall be entitled, in its sole and absolute discretion, to appropriate any payments received on account of the Customer’s indebtedness to any indebtedness whatsoever of the Customer to the Supplier.
4.5 A certificate produced and signed by the Supplier, detailing the invoice numbers, invoice dates, invoice amounts due, the interest rate applicable in terms hereof and the interest payable, shall be prima facie proof of the facts stated in such a certificate and will be binding upon the Customer for purposes of the Supplier obtaining summary judgment against the Customer.
4.6 Should the Customer at any stage default in the observance of any of the payment terms hereof, the Supplier shall be entitled to claim the full amount then owing by the Customer to the Supplier, notwithstanding the fact that such amount may not at the time be due and payable.
4.7 The Supplier reserves the right to make partial deliveries against any order and the Customer shall make payment in respect thereof, as stipulated in the order, quotation, delivery note or the contract. The Supplier will not be held accountable for any financial loss that may occur if partial deliveries are made.
4.8 All products shall be packed in adequate containers and the costs of such containers shall be included in the price of the order and shall become the Customer’s property, only after full payment for the products have been made to the Supplier.
5.1 Subject to the CPA, and although the Supplier will endeavor to deliver the Products according to the Customer’s requirements, The Supplier will not be bound to such delivery requirements of the Customer and accordingly the Supplier shall not be liable in any manner whatsoever for failure or delay in delivery.
5.2 The Supplier shall at its discretion be entitled to effect and invoice for part deliveries.
5.3 When effecting delivery at the Customer’s premises, or such other premises as nominated by the Customer, the Customer shall be responsible for receiving, unloading and checking the Products in the presence of the Supplier’s representative making delivery.
5.4 In the event of short delivery, the Customer shall forthwith upon delivery endorse the Supplier’s copy of the delivery note specifying details of the delivery.
5.5 In the event that the Products are delivered in a damaged or defective state, the Customer shall forthwith upon delivery endorse the Supplier’s copy of the delivery note detailing the damage or defects to the Products and the Customer shall within 7 (seven) calendar days of such delivery notify the Supplier of such damage or defects in the Products delivered.
5.6 On compliance by the Customer with 5.4 and/or 5.5, and provided The Supplier agrees with the information supplied by the Customer, the Supplier will either make up the shortfall in the Products, or replace the damaged or defective Products as the case may be at the Suppliers sole discretion.
5.7 Subject to the CPA, and notwithstanding the provisions of 5.4, 5.5 and 5.6, the Supplier shall not be liable to the Customer for any loss or damage occasioned by reason of the circumstances in 5.4 and / or 5.5.
5.8 Delivery of the Products at the place of delivery nominated by the Customer shall constitute good delivery. Any acknowledgement of receipt by the Customer or any authorized representative or employee, whether direct or indirect, in writing or otherwise shall serve to also confirm delivery.
5.9 If, on the instructions of the Customer, the Products are delivered to a carrier for delivery to the Customer, delivery to the Customer shall be deemed to have been duly effected on delivery to the carrier, who shall at all times be and remain the Customer’s agent for purposes of these terms and conditions.
5.10 For purposes of this clause, “the Supplier” shall include any affiliate, agent or independent contractor who may effect delivery on behalf of the Supplier.
5.11 The Supplier hereby reserves the right to charge a reasonable handling fee for the return of any Product due to any reason other than the fact that the Product failed, is defective, hazardous or unsafe as defined in the CPA.
5.12 The Supplier takes great care to ensure that the products leaving its premises are of proper standard and should any material defect be found in a product (not caused by any act of omission on the part of the Customer or his agent), the affected product will be replaced free of charge.
5.13 Once Products have been delivered, they are not returnable save at the option of the Supplier, subject to the provisions of the CPA. Should the Supplier in its absolute discretion elect to accept the return of any Products, the cost of returning the Products including packaging and insurance shall be paid by the Customer and the Products shall remain at the Customer’s risk until received by the Supplier at the premises without any damages.
6.1 Ownership of the Supplier’s products shall not pass to the Customer unless and until the purchase price is paid in full.
6.2 If payment is not made on due date, the Supplier may recover possession of such products as have not already been used without first having to cancel the contract and either retain the said products until payment is made or cancel the contract in respect of such products and in either cases, the cost of handling, transporting and storage shall be for the Customer’s account and, unless and until cancellation is elected, the products shall remain at the Customer’s risk. The Customer undertakes to take all reasonable steps to protect any such products from damage or destruction while in its care.
6.3 The Customer is obliged to advise the Supplier in writing within 7 (seven) calendar days of any change in ownership or control of the Customer, including the sale of the Customer’s business or any part thereof, failing which the Customer indemnifies and holds the Supplier harmless against any loss, damage claim or expense that the Supplier may incur as a result of any change of ownership or control, including but not limited to, any loss sustained by the Supplier as a result of continuing to grant any credit facilities to the Customer.
7.1 On delivery of the Products to the Customer, the risk of the Products shall pass to the Customer, notwithstanding that ownership in the Products remain vested in the Supplier;
7.2 In the event of any products being repossessed by the Supplier, the Customer shall be liable for any damage sustained to the products, from the time the products were delivered by the Supplier to the Customer until such time the products were repossessed by the Supplier.
7.3 In the event of any products being lost or damaged due to mismanagement, theft or destruction while in the care of the Customer, the Customer will be fully liable for the total loss occurred.
8.1 Subject to the CPA, the Supplier makes no representations whatsoever and gives no guarantees against latent or patent defects in respect of the Products and all conditions and warranties whatsoever whether implied or otherwise are hereby expressly excluded.
8.2 Subject to the CPA, the Supplier shall not incur any liability of whatever nature arising in contract or delict from any injury, loss or damage to any person or property arising from the use of the Products.
8.3 The Supplier does not warrant of represent, expressly or impliedly, that the products are fit for any particular purpose whether or not the purpose is known to the Supplier.
8.4 The Customer shall ensure the Products are handled, stored, installed, used, operated or otherwise dealt with in a normal and proper manner and where applicable, in a manner consistent with the instructions given by the Supplier.
8.5 Subject to the CPA, no claim shall lie against the Supplier arising out of or in connection with any defects in, or unsuitability of, the Products.
8.6 The Customer acknowledges that he or she is not relying and will not rely on any representation, advice, information or technical assistance made of given by or on behalf of the Supplier or any of its employees, agents or representatives, save as contained in:
8.6.1 Written recommendation addressed to the Customer and signed by an employee of the Supplier; or
8.6.2 The registered label.
8.7 The Customer warrants that he will not donate, sell, exchange or otherwise dispose of any product, or apply or use any product on behalf of a third party or allow any product to be so acquired or used by a third party except on the terms and conditions set out herein, in which event the party acquiring such product of the Customer and in particular without derogating from the foregoing the obligation to notify the Supplier of any alleged claim against it.
8.8 Should this condition not be complied with, the Customer shall, without prejudice to any claim for damages which the Customer might have, be deemed to have indemnified the Supplier against all claims, which may be made against the Supplier by such third parties.
9. LIMITATION OF LIABILITY
9.1 The Supplier shall under no circumstances be liable towards the Customer for any other losses, damages or harm of whatsoever nature, irrespective of whether such losses, damages or harm may have been caused by the fault of the Supplier, provided the Supplier is not guilty of gross negligence.
9.2 The Customer, by accepting the products subject to the terms and conditions contained herein, acknowledges that the contents of this clause 9, including the limitations contained herein, have been specifically pointed out by the Supplier and drawn to the attention of the Customer, that the Customer has read this clause 9 and that it fully understands and appreciates the implications thereof, that it had sufficient time to consider the acceptability of this clause 9 before it entered into the transaction of purchase with the Supplier, and that notwithstanding the provisions of this clause 9, it freely and voluntarily decided to proceed with the transaction to which this clause 9 applies.
9.3 The Products are sold subject to the Supplier’s specifications and recommendations. Failure to adhere to these may result in damage, injury or harm.
10. RELIEF FROM DUTIES UDER THE OCCUPATIONAL HEALTH AND SAFETY ACT (OHSA)
10.1 The Customer undertakes to take such steps as are sufficient, necessary and reasonably practicable in order to ensure that the products supplied in terms of a quotation or contract, will be safe and without risks to health when properly used, and will comply with the requirements of Section 10 of the OHSA and herewith releases the Supplier from any duties imposed on the Supplier in terms of Section 10 of the Act.
10.2 The Supplier shall under no circumstances assume any liability for any health and safety hazards arising out of the misuse or abuse of the products sold, imported or supplied by the Supplier.
11. DUTIES UNDER THE CPA
11.1 In the event that the Customer will not be the end user of the products and will on-supply the products to third party users, the following shall apply:
11.2 The Customer is familiar with the provisions of the CPA insofar as the supply of products or services to “consumers”, as defined in the CPA, is concerned, and the Customer hereby agrees to comply with all the provisions of the CPA insofar as they relate to such “consumers”.
11.3 Without detracting from the generality of the provisions of clause 10.1, the Customer hereby undertakes with specific reference to Sections 49 and 58 of the CPA, to provide “consumers” with all such notices as may be required in terms of the aforesaid statutory provisions, and to provide same in the manner and format prescribed by the CPA.
11.4 The Customer hereby indemnifies and agrees to hold the Supplier harmless against any claims, losses or liabilities made against, suffered by or established by any third-party end-user against the Supplier, based upon or founded in the failure by the Customer to comply with the provisions of the aforesaid Sections 49 and 58 of the CPA.
12. RETENTIONS AND SET-OFF
12.1 No retentions shall apply to any contract unless specifically agreed between the parties in writing and the Customer shall under no circumstances be entitled to retain any portions of the contract price.
12.2 The Customer, to the extent allowable in terms of the CPA, waives any right of set-off the Customer might have against the Supplier in respect of any amount which may now or in the future be or become owing by the Supplier to the Customer. The Customer agrees and acknowledges that it shall not be entitled to advance the defense of set-off or mutual extension of debts or counter-claim in any proceedings which the Supplier may bring against the Customer for the enforcement of its rights, whether in respect of credit facilities extended by the Supplier to the Customer, or otherwise.
13. REBRANDING AND/OR DEFACING PRODUCTS
13.1 The Customer shall not rebrand and/or deface or tamper in any way whatsoever with the Products, labels, batch number, marks, trademarks, brochures, etc.
13.2 The Customer shall not attempt to copy the Supplier’s logo.
13.3 The Customer shall not sell, offer for sale, advertise or supply the Products which have been so rebranded defaced, or tampered with in any way.
14.1 Subject to the Credit Act, if applicable, the Supplier shall in its sole and absolute discretion be entitled to alter any credit terms granted to a Customer and the Supplier shall be entitled to ask the Customer, who shall be obligated, to provide guarantees to secure payment of the purchase price.
15.1 These terms and conditions shall be deemed to be breached by any party, if that party is placed into liquidation in terms of the Insolvency Laws operating in the Republic of South Africa, or in the case of any judicial management of that party or compromise by that party with its creditors, and may under such circumstances immediately be terminated by the one party by registered letter sent to the other party informing it of the termination.
15.2 Should either party commit a breach of any provision of these terms and conditions and fail to remedy such breach within seven (7) calendar days of receiving written notice from the other party requiring it to do so, then the party aggrieved by such breach shall be entitled, without prejudice to its other rights at law, to claim specific performance of all the defaulting party’s obligations, whether or not such obligations would otherwise have fallen due for performance or to claim cancellation of this contract, in either event without prejudice to its right to claim damages, and who shall be entitled to claim payment of any legal costs incurred from the other party on an attorney and client scale.
16. LEGAL COSTS
16.1 In the event that any legal action is taken, or any amount remains outstanding and the Supplier instructs attorneys to recover such unpaid costs, the Customer shall be liable for all legal costs incurred by the Supplier on the attorney and client scale.
17. THE CREDIT ACT
17.1 Notwithstanding the preceding provisions of these terms and conditions, in the event that the Credit Act is applicable to this agreement, then:
17.1.1 Should the purchase price of any Products sold not be paid to the Supplier under its payment terms reflected in clause 4, then an incidental credit agreement shall be deemed to be concluded in respect of the sale in question, 20 (twenty) business days after the Supplier first charges interest on the amount due in terms of such sale; and
17.1.2 The Credit Act, in so far as it applies to an incidental credit agreement, shall apply to the sale of the Products by the Supplier to the Customer.
17.2 The Supplier shall be obligated to comply with the Credit Act before being entitled to proceed in terms of clauses 5 and 14 and before commencing any legal proceedings against the Customer to enforce this agreement; and
17.3 The Supplier shall be entitled to recover from the Customer all costs and charges permitted in terms of the Credit Act, including, in the event of a payment default, collection cost and default administration charges.
18. APPLICABLE LAW AND JURISDICTION
18.1 All transactions shall be governed in all respects by, and shall be construed according to the laws of the Republic of South Africa.
18.2 Subject to the CPA, the Customer agrees and consents in terms of Section 45 of the Magistrates Court Act (MCA) to the jurisdiction of a Magistrate’s Court having jurisdiction in respect of the Customer or the claim in terms of Section 28 of the MCA in respect of any proceedings or claims or action being instituted against the Customer by the Supplier in terms hereof or otherwise, notwithstanding that the amount of such claim may exceed the jurisdiction of such Magistrate’s Court, provided that the Supplier may in its discretion be entitled to bring such proceedings in any other court of competent jurisdiction, the Customer agreeing and submitting itself to the jurisdiction of the Western Cape Division of the High Court of South Africa or any other division of the High Court of South Africa chosen by the Supplier in the event of the Supplier exercising its rights in terms hereof.
19.1 The parties choose as domicilium citandi et executandi and for the delivery of all notices arising out of these terms and conditions or the termination or cancellation of any contract, the physical addresses that appear on their respective letterheads and/or formal documents (invoices, orders, delivery notes, requisitions etc.);
19.2 Any notice given and any payment made by any party to any other (“the addressee”) which:
19.2.1 is delivered by hand during the normal business hours of the addressee at the addressee’s domicilium shall be deemed, until the contrary is proved by the addressee, to have been received by the addressee at the time of delivery;
19.2.2 is posted by prepaid registered post from an address within the Republic of South Africa to the addressee at the addressee’s domicilium, shall be deemed, until the contrary is proved by the addressee, to have been received on the seventh (7th) day after the date of posting;
19.2.3 Is sent by email or facsimile during the normal business hours of the addressee, shall be deemed, until the contrary is proved by the addressee, to have been received within one (1) hour of transmission.
19.3 No provision of this domicilium clause shall be taken as affecting the validity of any notice which is actually received by any party, whether at its domicilium or not and whether delivered in terms of the express provisions of this domicilium clause or not and any notice which is actually received by any party shall be deemed to be notice validly given.
20.1 If any clause or term of this agreement should be invalid, unenforceable, defective, illegal for any reason whatsoever, then the remaining terms and conditions shall be deemed to be severable therefrom and shall continue to be of force and effect.