Supplier terms

1. The agreement between us

These terms, together with the details recorded on each offer you make and each acceptance we give, constitute the whole of the agreement between The Cattle Exchange (Pty) Ltd (registration 2016/453432/07), referred to throughout as the Exchange, and you as supplier. They replace anything said or understood between us before they were accepted, and no variation of them is effective unless it is published here as a revised version and accepted by you, or agreed between us in writing and signed by both.

You act as an independent business. Nothing in these terms creates a partnership, a joint venture, an employment relationship or an agency between us, and neither of us may hold the other out as having authority to bind it. You are responsible for your own tax affairs, including any value-added tax for which you may be liable, and for the licences, registrations and permits your own operation requires.

You are not a merchant on our marketplace and you do not publish listings. The Exchange buys your animals from you and decides, as owner, how and when to offer them for sale. That distinction runs through everything below, and it is the reason your pay does not move with the price an animal later fetches.

2. The price: what you ask, and what we pay

You name the price you want for your animals, per head, when you offer them to us. That figure is your asking price. If we accept the offer, the price is agreed and fixed at the amount recorded on our acceptance, and that agreed figure is what the Exchange owes you for each animal it takes.

The amount owed to you does not change afterwards. It does not rise if the animal sells for more than we expected, and it does not fall if the animal sells for less, remains unsold, or is sold at a discount. The difference between the agreed price and the price the Exchange achieves is the Exchange’s own margin and its own risk, and it is not shared with you or recovered from you.

An asking price you revise after we have accepted an offer applies only to offers made after the revision. It has no effect on a deal already struck, and we will not be asked to pay the higher figure on animals already agreed.

3. Offers, acceptance and the obligation to hold

An offer you submit through the portal is an offer to sell the animals it describes, on the terms it records, and it remains open for our acceptance until you withdraw it or it lapses. We are under no obligation to accept any offer, and we may decline one without giving reasons. Nothing in these terms obliges the Exchange to buy any minimum quantity of stock from you, or to buy from you at all.

Every offer is made in one of two supply modes, and you choose which when you submit it.

The hold on a committed offer is a real obligation and we rely on it. Once we have accepted, the animals may be promised to a buyer, and a buyer who has paid for an animal you have since sold elsewhere is a matter we must put right at our own cost. If you fail to hold animals you have committed, you are liable to the Exchange for the loss it reasonably incurs in sourcing replacements and in meeting its obligations to that buyer, and we may set that loss off against anything we owe you.

If an animal you have committed dies, is injured, falls ill or otherwise becomes unavailable before we collect it, you must tell us at once. Neither of us is at fault in that event, the animal simply leaves the deal, and nothing is owed by either of us in respect of it. What we cannot accept is finding out at the loading ramp.

4. Ownership, and what you warrant to us

Every animal you offer, and every animal you deliver, is offered and delivered on the strength of the following warranties. You give each of them afresh on every offer, and again on every delivery.

• You are the lawful owner of the animals, or you are duly authorised in writing by the owner to sell them, and you are able to pass clean title in them to the Exchange.
• The animals are not stolen, and they are free of any mortgage, notarial bond, lien, attachment, credit agreement or other claim, whether disclosed to you or not.
• The identification you provide, including brands, tattoos, ear tags and any electronic identification, is accurate, is lawfully registered to you or to the owner on whose behalf you act, and corresponds to the animals offered.
• The origin you declare is accurate, and the farm you name is the farm on which the animals are held.
• The health, treatment, vaccination, withdrawal-period and movement information you provide is true, complete and current as at the date you provide it.
• You hold, and will provide on request, the documentation required to move the animals lawfully, including any removal certificate, health attestation or permit that applies.
• You have complied, and will continue to comply, with the Animal Identification Act 6 of 2002, the Animal Diseases Act 35 of 1984, the Animals Protection Act 71 of 1962 and every other law applicable to the keeping, identification, health and movement of the animals.

We verify ownership before we accept an offer, and we do so seriously: we ask for documentary evidence, we look at it rather than merely receiving it, and on a first dealing or a large consignment we may send somebody to the farm to count head and read marks. None of that verification reduces the warranties you have given, and none of it transfers to us the risk that they are untrue. Our checks protect the buyer. Your warranties protect us.

5. When title and risk pass to us

Ownership of and risk in an animal pass from you to the Exchange at the moment the animal is loaded for collection by us or by a transporter we have appointed, or, where you deliver, at the moment the animal is offloaded at the place we have nominated and accepted by us or on our behalf.

Until that moment the animals remain yours, at your risk, and in your care. If an animal we have agreed to buy dies, is injured or falls ill before then, the loss is yours and nothing is owed to you for that animal. From that moment the animals are ours, at our risk, and what happens to them afterwards is our concern and not yours.

You must present the animals in the condition in which they were described, fit to travel, and with the movement documentation complete. We may refuse to load an animal that is not fit to travel, that does not match the identification declared for it, or that is presented without the documentation the law requires, and an animal refused on any of those grounds is treated as never having been part of the deal.

6. Settlement: how and when you are paid

The Exchange sells to the buyer as principal and collects the whole of the purchase price into its own account. It keeps its own record of what it has collected and of what it owes you, and it settles with you separately.

We pay you the agreed price for each animal we have taken, within fifteen business days of the relevant order being completed, by electronic transfer to the bank account verified on your profile. An order is completed when the animals have been handed over to the buyer and the buyer’s payment has cleared. Where an order is cancelled before handover and the animals are returned to you unharmed, no amount is owed and none is claimed.

We may withhold or set off against any amount owing to you an amount you owe the Exchange under these terms, including under the indemnity above, an overpayment previously made to you, and the reasonable cost of putting right a matter caused by your breach. Where we do so we tell you the amount, the reason for it and the order it relates to, and we do not withhold more than the amount reasonably in dispute.

We do not accept a bank account in a name that does not match your verified identity or registered business name, and a change of banking details is acted upon only after we have confirmed it with you directly. This protects both of us, and we will not make an exception to it under time pressure.

7. Your ongoing obligations

For as long as this agreement is in force, you undertake to keep the information on your profile, your farms and your offers accurate and current; to present animals honestly and to describe them as they are; to comply with the animal health, identification, movement and welfare law applicable to you; and to give us reasonable access to your farm and your records for the purpose of verification.

You must tell us promptly, and in any event within two business days, of anything that affects the health, the ownership, the identification or the availability of an animal you have offered or committed; of any notifiable or controlled disease, quarantine, movement restriction or veterinary directive affecting your farm; of any claim or investigation concerning the ownership of your stock; and of any change to your banking details, your business name or your ownership.

8. Confidentiality and dealing direct

Each of us may learn things about the other’s business in the course of this relationship. Neither of us may disclose the other’s confidential information to a third party, or use it for any purpose other than performing this agreement, without written consent. Your asking prices, the prices we agree with you, and the margins and shop prices you may infer from them are confidential to us both, and neither of us may disclose them except where the law or a regulator requires it.

The Exchange invests in finding buyers and in building the market that reaches them. For as long as this agreement is in force, and for twelve months after it ends, you may not knowingly solicit or conclude a direct sale of livestock to a person you were introduced to through the Exchange, in respect of animals you had offered to us, where the purpose or effect of doing so is to avoid the Exchange. This does not restrict you from dealing with your own existing customers, from trading through any other channel, or from selling to a person you can show you knew independently of us.

9. Suspension, removal and ending the agreement

Either of us may end this agreement at any time on thirty days’ written notice, without giving reasons. Ending it does not affect an offer we have already accepted, and both of us must see through any deal already struck.

We may suspend your account immediately, decline to accept further offers from you, and withdraw from sale any of your animals not yet sold, where we reasonably believe that a warranty you have given is untrue, that animals you have offered may not lawfully be yours, that you have breached these terms materially, that you are the subject of an investigation touching the ownership or health of your stock, or that continuing would expose the Exchange, a buyer or an animal to real risk. We tell you when we suspend and why, and we lift the suspension if the matter is resolved.

Either of us may end this agreement immediately on written notice if the other commits a material breach that is not remedied within ten business days of being asked in writing to remedy it, or if the other is placed under business rescue, liquidation, sequestration or an equivalent process. Clauses 4, 6, 8, 10 and 11 survive the end of this agreement.

10. Liability between us

Neither of us excludes or limits liability for death or personal injury caused by its negligence, for its own fraud or fraudulent misrepresentation, or for any liability that may not lawfully be excluded or limited. Subject to that, and except under the indemnity in clause 4, which is not subject to any limit, neither of us is liable to the other for loss of profit, loss of business, loss of anticipated saving, loss of opportunity, or any indirect or consequential loss, however it arises.

Subject to the same exceptions, the total liability of the Exchange to you in respect of all claims arising in any twelve-month period is limited to the total amount the Exchange became obliged to pay you for animals during that period.

Neither of us is liable for a failure or delay in performing this agreement caused by something beyond its reasonable control, including an outbreak of a controlled animal disease and any quarantine or movement restriction imposed in response to it, a natural disaster, drought, fire or flood, civil unrest, the failure of the national electricity supply, or an act of government. The party affected must tell the other as soon as it reasonably can and do what it reasonably can to limit the effect. If the obstacle continues for more than sixty days, either of us may end this agreement on written notice without further liability.

11. Personal information

The Exchange processes your personal information, and that of the people you name to us, in order to verify you, to administer this agreement and to meet its own legal obligations, all as described in our privacy policy. The identity, address, banking and ownership documents you upload are held in a private store, are never given a public link, and are opened only by the people responsible for verification, with every access recorded. Where you give us personal information about another person, you confirm that you are entitled to do so.

12. Disputes, governing law and general

If a dispute arises, tell us in writing at customers@thecattlexchange.com setting out what it is about and what you want done. We will respond within ten business days, and each of us undertakes to try in good faith to resolve the matter between us, at senior level, before either of us begins proceedings. If it is not resolved within thirty days of that notice, either of us may refer it to arbitration under the rules of the Arbitration Foundation of Southern Africa, before a single arbitrator, seated in Gauteng and conducted in English. Nothing in this clause prevents either of us from approaching a court for urgent interim relief.

This agreement is governed by the law of the Republic of South Africa, and both of us consent to the jurisdiction of the High Court of South Africa, Gauteng Division, Pretoria, in respect of any matter not referred to arbitration.

You may not cede or assign your rights under this agreement without our written consent. The Exchange may cede its rights, or assign this agreement, to a company within its group or to a purchaser of its business, on notice to you. If any provision of this agreement is found to be unenforceable, the rest continues in force. A failure or delay in enforcing a provision is not a waiver of it. Notices are given by email to the address on your profile and to the address above, and are treated as received on the next business day.