Terms & Conditions

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LAST UPDATED 31 JANUARY, 2018

TERMS & CONDITIONS

  • BackgroundCattle Wealth Management Firm Limited (“CWM”) is engaged in the sale, breeding production, marketing and management of cattle on its farms on behalf of various individuals.
  • CWM has agreed to sell, breed, manage for four years’ subject to renewal and transfer the cows under CWM’s management, and the Customer has agreed to buy, cattle from CWM on the Terms and Conditions set out in this agreement.

3. Definitions

  • Management means and is not limited to keep in safe custody, breed, dip, vaccinate, ensure the cow is in good health within the agreed four-year cycle during the period of management.
  • Management Period means, a period of four calendar years (i.e. 12 months in a year) from the signing of the cattle sign up form and receipt of full payment into the bank account of CWM.
  • Singular/Plural the singular includes the plural and vice versa;

4. Objective

  • In consideration of the payment by the Customer for purchase of a cow CWM undertakes to sale to the Customer the said cow on the specific terms in the contract of sale and on such terms of these general Terms and Conditions.

5. Serving Of Notices

  • Irrespective of anything to the contrary in these Conditions, any written notice under any of these Conditions may be served on the person to whom it is to be given either personally, or by leaving it for him at his last known address, or by sending it through the post in a prepaid recorded delivery letter addressed to him there, and any such letter shall be deemed to have been received by him at the time at which it would be delivered in the ordinary course of post. The serving of notices will include electronic mail.
  • Except as aforesaid, all communications and negotiations with reference to any dispute between the Customer and CWM shall take place directly between the Customer and CWM without involving third party

6. Conditions Binding On Every Purchaser

  • Every Customer shall be deemed to have full knowledge of these Conditions and by taking part in the sale agrees to be bound by them.

7. Default

  • If a Customer fails to perform any of his obligations under the Conditions, CWM may cause the cattle/cow in respect of which the failure is made to be resold by public or private sale without warranty or reserve and without notice to the Customer.

8. Warranties

  • If a Customer fails to perform any of his obligations under the Conditions, CWM may cause the cattle/cow in respect of which the failure is made to be resold by public or private sale without warranty or reserve and without notice to the Customer.

9. Prices

  • The prices referred to in the quotation are stated in Zambian Kwacha, unless otherwise agreed. The prices stated in the quotation are based on cost factors applicable at the time of the quotation.

10. Prices

  • CWM reserves the right of cattle breed choice it sales and manages on behalf of the client. The client has no choice in the selection of breed of animal purchase.

11. Transport

  • At the end of the four-year cycle, the client is responsible for the transportation of their cattle from CWM Farms to their respective place of destination at their own cost.

12. Insurance

  • Cattle Wealth will insure all the cattle on its farms.

13. Force Majeure

  • In these General Terms and Conditions force majeure means: any involuntary or unforeseen circumstances of CWM as a result of which the Customer can no longer reasonably require fulfillment of the agreement by CWM.
  • Force majeure includes among other things walkouts, excessive absenteeism of CWL’s staff, transport difficulties, fire, government measures.
  • including in any case the fixing of quotas, sales bans and breakdowns at CWM’s premises or at those of suppliers of CWM, exceptional weather conditions, catastrophes, war, riots, acts of war, strikes, lockouts, work-to-rule, as well as any unforeseeable stagnation in the regular course of affairs in CWM’s business or in the businesses of CWM’s suppliers, as a result of which CWM cannot meet its obligations to the
  • If an incident of force majeure occurs, CWM will be entitled to suspend the performance of the agreement or to terminate the agreement definitively. Consultation will be held with the Customer in regard to CWM is entitled to claim payment for the activities carried out in the execution of the relevant agreement, before the condition of force majeure occurred.

14. Defects, Periods For Complaints

  • The Customer is obliged to inspect the animals up on collection in the event of an opt out option. Any visible and non-visible defects are to be reported to CWM with 24hours after collection by Customer with proof that these defects did not occur with the period post the collection of the cattle. Failure to which the Customer is deemed to have approved the cattle collected and can no longer exercise its claims on CWM.

15. Liability

  • CWM’s liability is limited to the amount of the payment made by the insurance company insofar as this liability is covered by its insurance policy;
  • If the damage is not insured, the liability is limited to the amount of the loss for which CWM should have been reasonably insured, also in keeping with normal business practices. CWM is not being liable for damage caused by Customer’s incompetence. Under no circumstance shall CWM and/or third parties called in by CWM be liable for loss of profits or other consequential damage.
  • CWM does not accept liability for activities performed, to the extent allowed by law and with the exception of gross recklessness or intent on the part of the CWM;
  • CWM shall not be liable for errors or defects resulting from data or advice made available by third parties;

16. Value Added Tax

  • All sums payable, or consideration given, by the Customer under this agreement are exclusive of VAT and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums or consideration.
  • If Zambia Revenue Authority at any time, determines that VAT is payable on the sale, then CWM shall promptly deliver to the Customer a copy of that written determination and a proper VAT invoice in respect of the VAT payable and the Customer shall within five days of the receipt of such determination and VAT invoice pay to the CWM a sum equal to:
  • the amount of VAT determined by Zambia Revenue Authority to be chargeable; any interest charged by Zambia Revenue Authority due to late payment of such VAT to the extent that it results from a breach by the Customer of any of its obligations under this clause.

17. Confidentiality & Announcements

The Customer undertakes to CWM that it shall (and shall procure that the members of the Customer shall):

  • keep confidential the terms of this agreement and all confidential information or trade secrets in its possession concerning the business, affairs, customers, clients or suppliers of the Business and any member of CWM;
  • not make any use of any of the information, other than to the extent necessary for the purpose of exercising or performing its rights and obligations under this agreement; and
  • keep confidential the terms of the agreement and all confidential information or trade secrets in its possession concerning the business, affairs, customers,
  • The number of arbitrators shall be 3 (three) appointed in accordance with the Arbitration Act, No. 19 of the Laws of Zambia.
  • The seat, or legal place, of clients or suppliers of CWM.
  • Nothing in clause 20 shall prevent either party from making any announcement required by law or any governmental or regulatory authority (including, without limitation, any relevant securities exchange), or by any court or other authority of competent jurisdiction provided that the party required to make the announcement consults with the other party and takes into account the reasonable requests of the other party in relation to the content of such announcement before it is made.

18. Severance

  • If any provision or part-provision of these conditions 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 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 this agreement.

18. Severance

  • If any provision or part-provision of these conditions 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 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 this agreement.

19. Rights & Remedies

  • Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

20. Governing Law & Jurisdiction

  • These terms and conditions and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of the Republic of Zambia.

21. Dispute Resolution

Should any dispute of whatever nature arise from or in connection with this Agreement, then the dispute shall, unless the Parties otherwise agree in writing:

  • In the first instance, be referred to mediation by mediator acceptable to both Parties; and
  • Failing resolution by mediation or agreement in respect of a mediator, shall be finally resolved in accordance with the Arbitration Act, No. 19 of 2010.arbitration shall be Lusaka, in the Republic of Zambia. The language to be used in the arbitral proceedings shall be English.
  • The governing law of this arbitration.
  • Minimum administration period is 4 years.
  • The sale of cattle will only be complete once funds are received in the Cattle Wealth Bank Account.
  • At the end of the 4 years’ cycle CWM guarantees to double the number of cows that a customer bought. Any excess cattle that a cow(s) would have beyond this guarantee is retained by CWM to cover operational cost, veterinary expenses, cost of feeding.
  • If the customer opts to cash out at the end of the 4-year cycle CWM will pay the customer the prevailing market prices of cattle at time of opting out less applicable marketing expenses. I.e. (number of cows bought multiplied 2 multiplied by Market price of cattle less marketing expenses) CWM reserves the right whether to pay out cash at its discretion or ask the customer to take possession of their cattle.
  • CWM guarantees that all cattle to the client will be of female sex
  • CWM shall insure all cows.
  • All cattle under CWM’s management’s services for the four cycle is subject to renewal.

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