1. INTRODUCTION

1.1 These Terms and Conditions govern all sales of all seed potatoes financed (“Seed Potatoes”) by Agrimark Operations

Limited, registration number: 1995/000336/06 (“Agrimark”) to the purchaser (“Purchaser”) as named in the Credit

Application concluded with Agrimark and shall be binding on the Purchaser and Agrimark, alternatively, as concluded

through the cash account (collectively the “Parties”).

1.2 Should the Purchaser dispute, alternatively, disagree, with any of the terms and conditions as contained herein, the

Purchaser is required to raise same with Agrimark. Should the Purchaser fail to do so, the Purchaser will be deemed to

have accepted these Terms and Conditions in its current form.

1.3 In terms of these Terms and Conditions, Agrimark is solely responsible for the financing of the Seed Potatoes for and on

behalf of the Purchaser.

1.4 These Terms and Conditions shall replace and supersede any other agreements, save for the Credit Application

concluded between the Parties (where applicable).

1.5 These Terms and Conditions shall be read together with all invoices rendered by Agrimark in respect thereof, as well as

the Credit Application concluded between the Purchaser and Agrimark (where applicable), at Agrimark’s sole discretion,

which permits the purchase of Seed Potatoes on credit by the Purchaser.

1.6 No invoices will be rendered by Agrimark from the Purchaser unless the Purchaser has received these Terms and

Conditions.

2. FINANCING

Agrimark finances the Seed Potatoes for the Purchaser subject to the terms and conditions as contained herein, and the Credit

Application concluded between Agrimark and the Purchaser (where applicable).

3. PAYMENT

All costs specified on the invoice are due and payable by the Purchaser in accordance with the Credit Application (where

applicable) payment terms as accepted by Agrimark, unless agreed otherwise between the Parties in writing.

4. RISKS ATTACHED TO THE HANDLING AND CULTIVATION OF SEED POTATOES

The Purchaser expressly acknowledges and agrees that:

4.1 Seed Potatoes are living organisms and are highly perishable, volatile and degradable;

4.2 the Purchaser will be required to obtain the necessary advice regarding the handling, storage, transport and cultivation

of the Seed Potatoes, at the Purchaser’s sole costs, where the Purchaser requires same. It is specifically recorded that

Agrimark is not an expert, nor does Agrimark profess to be an expert, in the aforementioned and the Purchaser

acknowledges and is aware of same;

4.3 while Agrimark finances only Seed Potatoes which are certified in terms of the rules of the Independent Certification
Council for Seed Potatoes by the Seed Potato Certification Service (“SPCS”), the certification of the Seed Potatoes and/or
planting-material gives no absolute guarantee against any form of disease, infection, the saleability, quantity or quality of
the harvest produced from the certified Seed Potatoes in question; and
4.4 it is possible that the SPCS will change the disease or infection status of the Seed Potatoes after certification and after
delivery to the Purchaser, and Agrimark provides no warranties or undertakings whatsoever in this regard. Nevertheless,
the Purchaser accepts the certification of the Seed Potatoes as indicated on the bag upon certification as at the delivery
date.

5. EXCLUSION OF LIABILITY

The Purchaser further expressly acknowledges and agrees that:
5.1 Agrimark is not the producer of the Seed Potatoes. Accordingly, as Agrimark merely finances the Seed Potatoes,
therefore Agrimark provides no express, implied and/or tacit warranty, guarantee and/or undertaking of any kind and of
whatsoever nature with regard to the Seed Potatoes and/or the harvest produced therefrom (including but not limited to
in regard to the certification, quality, quantity, disease/infection status and/or planting readiness thereof). Should the
Purchaser take issue with the quality of the Seed Potatoes in any manner whatsoever, the Purchaser is required to
contact the producer of the Seed Potatoes directly. Subsequently, Agrimark shall not be liable for any form of loss,
including, but not limited to, loss of profit(s), operational expenses, consequential damages sustained by the Purchaser
as a result of these Terms and Conditions;
5.2 in the event that the Consumer Protection Act 68 of 2008 (“Act”), applies to the transaction and the Purchaser proves a
claim against Agrimark, Agrimark will only be liable in terms of the said Act to the extent proven thereto by the Purchaser,
and all residual common law liability will be excluded. In such event, Agrimark’s total liability will be solely limited to the
amount paid by the Purchaser for the Seed Potatoes as recorded on the specific invoice issued by Agrimark to the
Purchaser for the specific order in each separate instance;
5.3 for the purposes of this clause, the term “Force Majeure” shall mean any act of God, act of State, pandemic, epidemic,
fire, riots, war, drought, excessive rainfall, hail, diseases, heatwaves, any failure or delay of any nature by any producer
of Seed Potatoes or any other cause beyond the reasonable control of Agrimark, in terms of these Terms and Conditions,
which renders Agrimark unable to perform any obligation arising under these Terms and Conditions. Agrimark shall not
be responsible for any form of damages and/or loss (including consequential damages) which arise as a result of a Force
Majeure event which affects the financing of the Seed Potatoes by Agrimark;
5.4 Agrimark shall not be liable for any price fluctuations, weight discrepancies and/or grading of the Seed Potatoes nor for
any loss or damage suffered by the Purchaser as a result of same as Agrimark is solely responsible for the financing of
the transaction;
5.5 should a marketer from Agrimark facilitate any transaction between the Purchaser and a producer, Agrimark cannot be
held liable for any resultant liability stemming from the relationship between the Purchaser and the producer. The
Purchaser further agrees and accepts that the marketer is solely responsible for the transaction between the Purchaser
and the producer, and not any resultant acts stemming from the aforementioned relationship.

6. DELIVERY COST

The costs of delivery of any order of Seed Potatoes to the Purchaser are expressly excluded from the prices for the Seed
Potatoes and the payment of the delivery costs shall be the responsibility of the Purchaser unless expressly and in writing agreed
otherwise to be included by the Parties.

7. DELIVERY AND RISK

Agrimark shall not be responsible for the delivery of any order for Seed Potatoes and/or the resultant risk therefrom as Agrimark
solely finances the transaction. The Purchaser will be solely responsible for the collection of the Seed Potatoes and the resultant
risk stemming therefrom.

8. COMPLAINTS

Given the nature of the Seed Potatoes, the Purchaser undertakes to notify the producer/supplier in writing of any complaints
regarding any order of Seed Potatoes, within 72 (seventy-two) hours of delivery to it (or to any transporter or cold storage facility
of its behalf), or so soon thereafter as is reasonably possible, but in any event before planting of the Seed Potatoes in question.
The Purchaser will not be permitted to return Seed Potatoes to Agrimark for any reason whatsoever as Agrimark solely finances
the transaction. Should the Purchaser raise a dispute in respect of the quality of the Seed Potatoes, the Purchaser will be obliged
to raise same directly with the producer/supplier.

9. INDEMNITY

The Purchaser shall not have any claims of whatsoever nature or kind against Agrimark for any loss, consequential losses,
damage and/or injury to property or person arising directly or indirectly out of these Terms and Conditions. The Purchaser
indemnifies and holds Agrimark harmless against any damage, loss, death or injury, of whatsoever nature and howsoever
arising, suffered by the Purchaser.

10. BREACH

Should the Purchaser fail to comply with any of its obligations under these Terms and Conditions; commit any act of insolvency;
compromise with any of its creditors; allow any judgement against it to remain unsatisfied for more than 14 (fourteen) days after
it has come to the notice of Agrimark; then, without prejudice to such other rights which Agrimark may have at law, including the
right to claim damages, Agrimark shall be entitled to invoke such remedies as recorded in the Credit Application (where
applicable) concluded between Agrimark and the Purchaser, alternatively, the remedies applicable in terms of the law.

11. DISPUTE RESOLUTION

11.1 Save as otherwise specifically provided elsewhere in these Terms and Conditions, should any dispute arise out of or
pursuant to these Terms and Conditions, its termination or cancellation, the Parties shall endeavour to resolve the dispute
by negotiation in accordance with clause 11.2.
11.2 As required in terms of clause 11.1, representatives of the Parties shall meet and attempt to resolve the dispute within 5
(five) days from the date of written invitation by the one Party to the other.
11.3 If the dispute has not been resolved by such negotiation within 5 (five) days of the commencement thereof, then the
Parties shall refer the dispute to mediation as provided in this clause 11.
11.4 Either Party may request in writing that the dispute be mediated by way of notice to the other Party, and such notice shall
set forth the subject of the dispute and the relief requested (the "Dispute Notice").
11.5 The Parties shall agree on the mediator who shall be an accredited attorney or advocate. If agreement is not reached
within 10 (ten) days after any Party calls in writing for such agreement, the mediator shall be an attorney or advocate
nominated by the Cape Bar Council (or its successors-in-title) for the time being.

11.6 The request to nominate a mediator shall be in writing outlining the claim and any counterclaim of which the Party
concerned is aware and, if desired, suggesting suitable nominees for appointment as mediator, and a copy shall be
furnished to the other Parties who may, within 5 (five) days, submit written comments on the request to the addressee of
the request with a copy to the first Party.
11.7 The mediation shall be held in Cape Town and the Parties shall endeavour to ensure that it is completed within 20 (twenty)
days after notice requiring the claim to be referred to mediation is given.
11.8 Nothing contained in this clause 11 shall prohibit a Party from approaching any court of competent jurisdiction for urgent
interim relief pending determination of the dispute by mediation.
11.9 The Parties agree that the mediator’s decision shall not be binding on the Parties and either Party will be entitled to
approach a court for relief.

12. DISCLAIMER

12.1 Agrimark hereby disclaims all express or implied warranties and conditions (including but not limited to warranties and
conditions of quality or fitness for a particular purpose), and any agreements, representations, affirmations or warranties,
whether oral or written, made by any agent, employee or representative of Agrimark, unless specifically set forth in these
Terms and Conditions, the Credit Application (where applicable) or the invoice, or specifically incorporated herein by
reference.
12.2 Nothing in these Terms and Conditions shall in any way, be interpreted or intended to transfer, cede, assign, make over
or in any other way pass over any right title or interest in and to Agrimark’s Intellectual Property to the Purchaser for the
duration of these Terms and Conditions or any part thereafter.
12.3 For sake of clarity, Agrimark shall be the sole owner and title holder of its right and interest in and to its Intellectual
Property, that it held and/or are owned or otherwise acquired during these Terms and Conditions.

13. GOVERNING LAW

Regardless of where these Terms and Conditions may be executed, these Terms and Conditions shall be deemed to have been
concluded in South Africa, and the construction, validity and performance of these Terms and Conditions shall be governed in
all respects by South African Law.

14. JURISDICTION

Each Party hereby consents, in terms of Section 45 of the Magistrates’ Court Act 32 of 1944, to the non-exclusive jurisdiction of
any Magistrate’s Court having jurisdiction in terms of Section 28 of that Act.

15. AMENDMENT

These Terms and Conditions may be amended in whole or in part by Agrimark, provided it gives written notice thereof to the
Purchaser.

16. WAIVER

Failure or delay on the part of Agrimark in exercising any of its rights hereunder will not constitute a waiver thereof, nor will it
preclude any other or further exercise of the right in question.

17. CONFIDENTIALITY

17.1 The Parties acknowledge that the existence and the terms of these Terms and Conditions and any oral or written
information exchanged between the Parties in connection with the preparation and performance of these Terms and
Conditions are regarded as confidential information.
17.2 Each party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of
the other party, it shall not disclose any relevant confidential information to any third Parties.
17.3 The Purchaser may not issue any press releases or make statements about the subject matter and existence of these
Terms and Conditions without Agrimark’s prior written consent.

18. CONSENT TO PROCESSING OF PERSONAL INFORMATION

18.1 For the purposes of this clause 18, the definitions as recorded in the Protection of Personal Information Act 4 of 2013
shall apply.
18.2 The Purchaser agrees and consents to Agrimark Processing its Personal Information and to continue processing its
Personal Information for the purposes of these Terms and Conditions.
18.3 Notwithstanding the above, Agrimark will use its best endeavors and take all reasonable precautions to ensure that any
Personal Information provided to it by the Purchaser is only used for the purposes for which it has been provided.
18.4 Agrimark shall not process any Personal Information of the Purchaser for any other purpose unless that purpose is directly
relatable to the original specified purpose as communicated to the Purchaser. Should the Processing of information for
any other purposes be required, Agrimark shall procure the prior written consent from the Purchaser.
18.5 Agrimark shall ensure that all Personal Information of the Purchaser is adequately protected by means of a secure filing
system, with security measures to minimize risk of loss, unauthorized access, disclosure, interference, modification or
destruction. Security measures will be regularly reviewed and tested to prevent unauthorized access and to combat
cyber-attacks on IT networks.

19. CESSION

The Purchaser shall not be entitled to cede or assign any of its rights or obligations under these Terms and Conditions without
prior written consent of Agrimark.

20. DOMICILIUM CITANDI ET EXECUTANDI

20.1 The Purchaser nominates his physical address as recorded in the Credit Application as its chosen address for the service
on it of all legal processes and notices.
20.2 Communications sent by prepaid registered post from Agrimark to the Purchaser will be deemed to have been delivered
within 4 (four) days of the date that such communication was sent.
20.3 The Purchaser undertakes to notify Agrimark of any change in the Purchaser's physical and/or registered address.