These terms And Conditions are intended to guide the working relationship between Digifarms Africa and Digifarms Suppliers. There are the generalized terms regulating the purchase and sales activity of agricultural commodities by Digifarms Africa from its suppliers. They do not in themselves serve as a final transaction agreement between Digifarms Africa and any one supplier but serve as a guide to both Digifarms Africa and the Digifarms Suppliers in the supply and procurement of goods by Digifarms Africa. By becoming a Digifarms Supplier, every farmer, agricultural producer or trader agrees to have read and understood these terms and conditions and promises to abide by them
- Contract: The written engagement between the Supplier and Digifarms Africa for the sale and purchase of Goods and/or Services in accordance with these Conditions
- Digifarms Suppliers: Anybody who commits to provide goods and/or services to Digifarms Africa in exchange for payment. They shall be referred to differently herein as ‘Digifarmers’, ‘The Supplier’ ‘Suppliers’ or ‘Digifarms Suppliers”
- Digifarms Africa. As per these terms and Conditions, Digifarms Africa shall refer to the Cameroonian based agricultural commodity trading enterprise with Registration Number TPPRR/RC/LBE/2020/A/040. It shall be referred to differently herein as ‘Digifarms’ ‘The Enterprise’ or by its official name Digifarms Africa. It also refers herein to anybody with authorization to act on behalf of the Enterprise.
- Parties: Parties here refers to the persons both moral and physical involved in a business transaction. It shall in this case imply Digifarms Africa and the Supplier or anybody acting on behalf of the two.
- Business Day: A day between Monday and Friday 7:30am-5:00pm and Saturday 8am-3pm is considered a business day at Digifarms Africa.
- Force Majeure: An event or circumstance beyond a party’s reasonable control.
- Goods: Goods as defined in this document refers to any agricultural product or commodity delivered to Digifarms Africa by any of the Digifarms Suppliers.
- Goods Specifications: All agreed descriptions. This shall include quantities, packaging method where applicable, quality descriptions, species, types and other specifications agreed upon by both parties.
- Transit: This is the period from when the goods left the Digifarms Suppliers to when they are duly collected and approved by Digifarms Africa.
- Digifarms Community: This refers to the community of agricultural researchers, policy makers, students, think tanks and other stakeholders duly signed up as members of the Digifarms Community. More about the Digifarms Community is available on our website here
- Purchase Order: A written request for supply of goods from Digifarms Africa addressed to the Digifarms Suppliers.
- Market Centre: Market Centres are sales points, shops and distribution centres where Digifarms Africa provides goods to customers in exchange for payment.
- Proximity Warehouses: These are warehouses or parking spots set up by Digifarms Africa closer to the suppliers and farmers where goods are bought and kept awaiting transportation to the Market Centres
- Experimentation farms: These are farms set up by Digifarms Africa for the cultivation of food and cash crops
3. Contractual Terms and Conditions
- The purchase of goods by Digifarms Africa shall be guided by all trading laws of the Republic of Cameroon and any other country in which the purchase or sales transaction is taking place. Our definition of laws also includes all international trading instruments ratified by the country. Such shall not apply to instruments ratified or promulgated after the business transaction has already been initiated.
- Except otherwise agreed by both parties, the Supplier is responsible for protecting the goods from damage, theft or destruction until the goods have been safely delivered to Digifarms Africa or any of its recognized agents. Such agents may include Digifarms Market Centre representatives, Proximity Warehouse Managers or experimentation farm workers. Digifarms Suppliers are responsible for goods on transit in situations wherein the Enterprise is not the one transporting the goods.
- All goods supplied to Digifarms Africa are paid Cash on Delivery except otherwise agreed upon by the supplier and Digifarms Africa. Payment shall be in the local currency of the country in which the transaction is taking place. For international transactions the United States Dollar (USD) shall be used as the currency for payment.
- Long Term Digifarms Suppliers shall however enjoy the privileges of receiving advance payment of up to 80% of the cost of their previous supplies as payment for goods to be delivered in future. Such payment shall be made upon request against a duly signed payment receipt.
- The actual cost of goods supplied shall be agreed upon between the Enterprise and the Supplier before the goods are put on transit. This cost shall include all associated cost like parceling, transportation and associated taxes. except in situations where it is agreed that such cost should be borne by Digifarms Africa separately.
- No Digifarms Supplier shall keep goods at any of our Proximity Warehouses, Market Centres or Experimentation farms for up to seven calendar days without claiming payment for such goods. In cases of Force Majeur such goods must be registered and acknowledged by Digifarms Africa or any of its recognized representatives.
- Digifarms Africa takes responsibility for any missing or damaged good items registered and kept in any of its Market Centres, Proximity Warehouses or Experimentation farms as long as such goods are kept in conformity with these Terms and Conditions.
- Digifarms Africa does not engage with or buy from persons legally proscribed from doing business for one reason or another in the country where the transaction is initiated or taking place.
- We DO NOT buy from or engage any form of business activity with Terrorist or persons acting on behalf of terrorist organizations. However, individuals without any official classification as terrorists but known to be carrying out such activities shall be called upon to dissociate the Enterprise from their activities before during or after the business transaction has been completed if the need arises.
- Any Supplier found to have sold stolen or fraudulently acquired goods to Digifarms Africa shall automatically be removed from the list of Digifarms Suppliers and will be banned from ever supplying to the Enterprise in future. Such goods shall be returned to the Supplier if they are still available in any of our market centres, experimentation farms or proximity warehouses and the Supplier shall be called upon to reimburse the funds in full.
- The Supplier shall ensure that each delivery/collection of the Goods is accompanied by a delivery note that shows the date of delivery, the type and quantity of the Goods (including the code number of the Goods, where applicable).
- The Supplier shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (which shall for the purpose of these Conditions also be referred to as the Delivery Location) within the time period agreed upon by the Supplier and Digifarms Africa.
- Delivery is considered completed on the completion of unloading of the goods at the Delivery Location.
- The type and use of packaging and the mode of delivery of the Goods shall be at the absolute discretion of the Supplier except otherwise clearly stated by the Enterprise.
- if the Supplier requires the Enterprise to return any packaging materials to the Supplier, that fact is clearly stated on the delivery note. The Enterprise shall make any such packaging materials available for collection at such times as the Supplier shall reasonably request. Returns of packaging materials shall be at the Supplier’s expense. Unless the Supplier requires the Enterprise to return any packaging materials, the Enterprise shall be responsible for disposing of the same (including, without limitation, buckets, bags, cans etc).
- For the avoidance of any doubt, the Supplier shall not be obliged to comply with any special and/or specific delivery instructions and/or requests made by the Enterprise, unless agreed in writing in the purchase Order
4. Responsibility and Risk
- The risk in the Goods shall pass to the Enterprise on completion of delivery (as set out in condition of delivery above)
- Responsibility for the Goods shall not pass to the Enterprise until the earlier of:
- The Supplier receives payment of the total price for the Goods and any other goods and/or services that the Supplier has supplied to the Enterprise in respect of which payment has become due, in which case responsibility for the Goods shall pass at the time of payment of all such sums; and
- Until responsibility for the Goods has passed to the Enterprise, the Supplier shall (unless set out otherwise in the Order):
- Store the Goods separately from all other goods held by the Enterprise so that they remain readily identifiable as the Supplier’s property;
- Not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
- Maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery
5. Digifarms Africa’s Obligations
The Enterprise shall:
- Ensure that the terms of the Order and any information it provides in the Service Specification and the Goods Specification are complete and accurate;
- Co-operate with the Supplier in all matters relating to the delivery of the goods. This shall include provision of accurate location descriptions to the Supplier, physical availability to collect and acknowledge receipt of the goods, make all agreed payments to the Supplier as the case may be.
- Comply with all applicable laws, including health and safety laws;
- Undertake necessary due diligence to ensure the respect of all laid down rules and regulations and enforceable laws in the delivery of goods.
- Keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Enterprise’s premises in safe custody at its own risk,
- Maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier’s written instructions or authorization;
- Take responsibility If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Enterprise (including, without limitation, by reason of any other contractors of the Enterprise) or failure by the Enterprise to perform any relevant obligation
- Reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Enterprise’s Default.
6. Confidentiality Clause
- Both the Enterprise and The Suppliers undertake that they shall not at any time disclose to any person any confidential information concerning the business, affairs, goods and/or services, customers, clients or suppliers passed on to each other and duly classified as such.
- The Enterprise may however disclose the Supplier’s confidential information to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the Enterprise’s obligations under the Contract.
- The Enterprise shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the Supplier’s confidential information comply with this clause and as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
- The Enterprise shall not use the Supplier’s confidential information for any purpose other than to perform the Enterprise’s obligations under the Contract.
- Demographic information, bank details and all data exchanged between the Enterprise and the Supplier shall not be passed unto any third party without due permission and authorization from the concerned. Such consent will be obtained in writing before the transmission of such data.
- Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Enterprise if:
- the Enterprise commits a material breach (including, without limitation, any failure to pay when due any amount under these terms and conditions or any related separate credit agreement) of any term of the Contract (and/or if applicable, the terms of any separate credit agreement applying to the Order and/or any payment in respect of the Order) and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;
- the Enterprise takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
- the Enterprise suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
- the Enterprise’s financial position deteriorates to such an extent that in the Supplier’s opinion the Enterprise’s capability to adequately fulfill its obligations under the Contract has been placed in jeopardy
- On termination of the Contract;
- the Enterprise shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Goods supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Enterprise immediately on receipt;
- the Enterprise shall return all of the Supplier Materials and Goods which have not been fully paid for. If the Enterprise fails to do so, then the Supplier may enter the Enterprise premises (including, without limitation, it’s Market Centres, Proximity Warehouses or Experimentation farms) and take possession of them. Until they have been returned, the Enterprise shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
- Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination
- Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
8. Limitation of liability
- Nothing in these Conditions shall limit or exclude the Supplier’s liability for:
- death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- fraud or fraudulent misrepresentation;
- any matter in respect of which it would be unlawful for the Supplier to exclude or restrict liability.
- The Supplier shall not be liable to the Enterprise, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of or damage to goodwill; and
- any indirect or consequential loss.
- The Supplier’s total liability to the Enterprise, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with the Contract, shall be limited to the price of the Goods and (if applicable) the Services.
9. Force Majeure
Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure results from a Force Majeure Event. If the period of delay or non-performance continues for four weeks, the party not affected may terminate this Contract by giving 3 days’ written notice to the affected party.
- Assignment and other dealings.
- The Supplier may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
- The Enterprise may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of the Supplier.
- Entire agreement.
- This Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
- Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.
- Variation. No variation of these terms and conditions shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
- Waiver. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
- Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.
- Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, or fax or email.
- A notice or other communication shall be deemed to have been received on condition that;
- If hand delivered, the notice shall be deemed sufficiently served upon delivery and acknowledgement thereof given by the receiving party.
- If sent by courier, it will be deemed to have been given three (3) days after same is properly addressed, pre-paid and deposited at the office of a courier.
- If the notice is sent by facsimile or electronic mail transmission, it would be deemed to have been properly served upon transmission
- The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
- Third party rights. No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
- Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of the Republic of Cameroon.
- Jurisdiction. Each party irrevocably agrees that the courts of Cameroon and any other country where the business transaction is initiated have the competent jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Contract or its subject matter or formation.