This Sales Purchase Agreement ("Agreement") is made and entered into on this Date will be needed

("Effective Date") by and between: AGROWEX INDUSTRIES (PTY) LTD, a company registered in South Africa with registration number of AGROWEX and having its principal place of business at address shown at the bottom of the docuemnt ("AGROWEX"),

AND

The individual or entity using the AGROWEX-HUB Platform as a farmer, supplier, or Agent ("you," "your," or "Farmer/Supplier/Agent").

Company Name is needed aswell as the Registration Number.

This Agreement governs the terms and conditions under which Farmers/Suppliers/Agents will offer and sell farm inputs and produce outputs, and customers will purchase farm produce, support services and inputs, through the AGROWEX-HUB digital platforms, including the AGROWEX App, the Driver's Delivery App, and the AGROWEX Maturity Assessment Tool (collectively referred to as the "Platform").

1. Platform Services and Your Role

1. The AGROWEX-HUB Platform provides a digital marketplace and online agri-service tools to facilitate transactions between farmers, suppliers, Agents, and customers/buyers for agricultural goods and services.
2. By using the Platform as a Farmer/Supplier/Agent, you agree to comply with these Terms and Conditions and any other guidelines or policies posted on the Platform.
3. You are responsible for the accuracy and completeness of all information you provide on the Platform, including product listings, pricing, availability, and farm/business details.

2. Sales and Purchase of Goods

2.1. Farmer's Market (Sale of Farm Produce by Farmers):

1. Customers can browse individual farmer stores on the Platform, select produce (including but not limited to Fruits, Vegetables, Microgreens, Grains, Herbs, Livestock, and Feedstock), and submit purchase orders ("Purchase Orders") through the Platform's shopping basket for payment.
2. Contents of Order: Each Purchase Order initiated by a customer will include:
   1. A list of the selected products in the electronic shopping basket.
   2. The designated order delivery address.
   3. Details of the order recipient if the order is placed on behalf of someone else.
   4. The requested delivery date, allowing a reasonable timeframe for you to receive, review, and process the Purchase Order for collection and delivery ("Delivery Date").
3. Farmer's Acceptance and Obligations:
   1. Upon receiving a Purchase Order notification on the Platform, AGROWEX-HUB will, within [24 hours], notify its logistics services (via the Driver's Delivery App) to arrange for collection from your premises for delivery on the indicated date.
   2. By listing products on your store, you confirm your ability to fulfil any Purchase Orders for those products.
   3. You are responsible for ensuring that all listed products are available for purchase at all times.
   4. If an order is placed and the products are unavailable for collection upon the logistics provider's arrival, you may be subject to a penalty charge as specified on the Platform (currently R250 per unavailable order).
4. Acceptance and Deemed Acceptance of Orders:
   1. Your listing of produce on your farmer's market store constitutes your acceptance of any Purchase Order made for those products at the listed price and terms.
   2. Failure to make the ordered products available for collection within [42 hours] of receiving the Purchase Order notification may result in a penalty fee (currently R350 per order) or potential account deactivation on the Platform.
5. Modification of Orders: If you need to propose a modification to a Purchase Order, you must do so promptly through the Platform's communication features or via email to AGROWEX-HUB at orders@agrowex-hub.com. AGROWEX-HUB will facilitate communication of the proposed modification to the customer for their acceptance or rejection.

2.2. AGROWEX-STORE (Sale of Farm Inputs by AGROWEX):

1. Farmers/Suppliers/Agents can browse the OUR-STORE on the Platform, select farm input products, and submit Purchase Orders through the Platform's shopping basket for payment.
2. Contents of Order: Each Purchase Order initiated by a Farmer/Supplier/Agent will include:
   1. A list of the selected farm input products in the electronic shopping basket.
   2. The designated input order delivery address.
   3. Details of the order recipient if the order is placed on behalf of someone else.
   4. The requested delivery date, allowing a reasonable timeframe for AGROWEX to process and ship the farm inputs ("Delivery Date").
3. AGROWEX-STORE's Acceptance and Obligations:
   1. Upon receiving your Purchase Order for farm inputs, AGROWEX-HUB will notify its logistics services to collect the order from the nearest warehouse and proceed to your delivery address within a reasonable timeframe.
   2. AGROWEX ensures that all products listed in the AGROWEX-STORE are generally available in its warehouses.

3. Pricing and Payment

1. Product Prices: The initial prices for all Products listed on your store are set by you on the Platform. You are responsible for ensuring the accuracy of your pricing.
2. Delivery Costs: Unless otherwise specified, the customer is responsible for the delivery costs associated with orders from the Farmer's Market, as calculated and displayed on the Platform. Delivery costs for AGROWEX-STORE orders will be specified at the time of purchase.
3. Updated Price List: You can update your price list on the Platform at any time to reflect market prices and demand.
4. Purchase Price and Payment: Customers will pay the Purchase Price (including applicable delivery costs) through the Platform's integrated payment gateway at the time of order checkout.
   1. Payment will be in full and in immediately available funds via the customer's chosen payment method.
   2. Payments are processed by AGROWEX's payment gateway partner and will be disbursed to your nominated account within [48 to 72 hours] after confirmation of order receipt by the customer via OTP PIN and confirmation on the Platform.
5. Platform Service Fees: AGROWEX may charge a service fee or commission on transactions facilitated through the Platform. The details of any such fees will be clearly communicated to you on the Platform.

4. Term and Termination

1. Initial Term: This Agreement commences on the date you sign up as a Farmer/Supplier/Agent on the Platform and will continue indefinitely unless terminated earlier ("Initial Term").
2. Termination upon Notice: Either party may terminate this Agreement for any reason upon providing [30] business days' written notice to the other party.
3. Termination upon Breach:
   1. If you fail to pay any amounts owed to AGROWEX under this Agreement when due, and such failure continues for [60] business days after receiving notice of non-payment, AGROWEX may terminate this Agreement with immediate effect.
   2. If either party commits a material breach of any other obligation under this Agreement and fails to cure such breach within [14] business days after receiving written notice detailing the breach, the non-breaching party may terminate this Agreement with immediate effect.
4. Termination upon Insolvency Event: This Agreement will terminate immediately upon the occurrence of an Insolvency Event (e.g., bankruptcy, liquidation) with respect to either party.
5. Effect of Termination:
   1. Upon termination or expiration of this Agreement, each party's rights and obligations under this Agreement will cease immediately, except for the obligations outlined in clause 7.5(b).
   2. Even after termination or expiration, each party will remain obligated to:
      1. Pay any outstanding amounts owed to the other party.
      2. Refund any payments received for goods or services not yet provided.
      3. Continue to comply with the terms of Clause 8 (Confidentiality) and Clause 10 (Indemnification), which shall survive termination.
   3. Upon termination, your access to the Platform as a Farmer/Supplier/Agent will be revoked.

5. Intellectual Property Ownership

Subject to any licenses explicitly granted herein for the purpose of facilitating sales through the Platform, no transfer of any right, interest, or ownership of any Intellectual Property will occur under this Agreement. You retain ownership of your product listings and farm-related content, and AGROWEX retains ownership of the Platform's software, design, and trademarks.

6. Confidentiality

1. Confidentiality Obligation: The receiving party will hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party. "Confidential Information" includes, but is not limited to, business plans, customer lists, pricing information, technical data, and any other information designated as confidential or that reasonably should be understood to be confidential.
2. Use Solely for Purpose: The receiving party may only use the Confidential Information to perform its obligations and exercise its rights under this Agreement.
3. Non-Disclosure: The receiving party will not disclose the Confidential Information to any third party, except:
   1. As permitted by this Agreement.
   2. With the prior written consent of the disclosing party.
   3. As required by law, provided that the receiving party provides prompt notice to the disclosing party to allow them to seek a protective order or other appropriate remedy.
4. Notice of Unauthorized Disclosure: The receiving party will promptly notify the disclosing party if it becomes aware of any unauthorized disclosure or use of the Confidential Information.

7. Indemnification

1. Indemnification by Farmer/Supplier/Agent: You agree to indemnify, defend, and hold harmless AGROWEX, its affiliates, officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
   1. Your use of the Platform and your activities conducted through your account.
   2. Any breach of your representations, warranties, or obligations under this Agreement.
   3. Any claims related to the quality, safety, legality, or description of the products you offer on the Platform.
   4. Your infringement of any third-party intellectual property rights.
2. Indemnification by AGROWEX: AGROWEX agrees to indemnify, defend, and hold harmless you from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:
   1. AGROWEX's breach of its representations, warranties, or obligations under this Agreement.
   2. AGROWEX's infringement of any third-party intellectual property rights related to the Platform itself (excluding your content).
3. Indemnification Procedures: The indemnified party will:
   1. Promptly notify the indemnifying party of any claim subject to indemnification.
   2. Provide the indemnifying party with reasonable assistance in the defence of the claim.
   3. Allow the indemnifying party to control the defence and settlement of the claim (provided that the indemnifying party will not settle any claim in a manner that adversely affects the indemnified party without its written consent).

8. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO.

9. Contact Us:

For any questions regarding this Returns and Refunds Policy or to request a refund, please contact us via: Email: returns@agrowex-hub.com

Physical Mail: AGROWEX-HUB Re: Procurement Manager AGROWEX INDUSTRIES (PTY) LTD, Office 16, Blueberry Shopping Centre, Blueberry St, Honeydew, Roodepoort, 2040

By using the AGROWEX-HUB app, you agree to this Returns and Refunds Policy.