Offtake Agreement in Castor Bean Farming

CASTOR BEAN
OFFTAKE AGREEMENT
MADE AND ENTERED INTO BY AND BETWEEN
a company duly registered in accordance with

the laws of Zimbabwe, (hereinafter referred
to as the "Supplier")
and
………………………………………....
a company duly registered in accordance with

the laws of Zimbabwe , (hereinafter referred to as
the "Purchaser")
PREAMBLE
A. the “Supplier” is a company that is in the business of growing and production of hybrid Castor bean seeds in
Zimbabwe and Zambia
B. the “Purchaser,” is a Company or individual buying the suppliers’ hybrid castor bean seed.
D. The Parties wish to and hereby record the terms and conditions of their agreement.
1. Commencement date and duration of the agreement

1.1 This agreement shall commence on the date of signature by the last party signing and shall
endure for a period of 48(forty-eight) months.
1.2 At least 3 (three) months prior to expiry of this Agreement the parties shall meet to negotiate
in good faith and if p ossible, agree on the terms applicable to the successive term or terms, as
the case may be.
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2. Quantity
2.1 This agreement relates to the supply and purchase of up to…. hectares of Castor Beans
2.2 Subject to this agreement the “Supplier” will confirm to the “Purchaser” prior to each month the
expected number of hectares available for sale.
3. Purchase and Sale and Delivery

4.1 The basis of sale shall be CIF (loaded into transport- road) ex warehouse, Zimbabwe.
4.2 The basis of delivery shall be initially agreed as ex warehouse, Zimbabwe;
4.2.1 The “Supplier” to coordinate road hauliers the transport to Zambia on behalf of the
“Purchaser”.
4.2.2 The “Supplier” to keep the “Purchaser” informed about the valid road rates from different
warehouses
4. Purchase Price
5.1 The parties hereby agree that it is their intention that the purchase price shall be negotiated on a quarterly
basis in accordance with prevailing market conditions on the global market (USD).
The purchase price for the first quarter will be USD 450.00 CIF per ton ex warehouse, Zimbabwe.
5. Payment
6.1 The purchase price of USD per ton ex warehouse shall be payable in United states dollars and
inclusive of all Government Royalties.
6.2 The “Supplier” shall issue a provisional commercial invoice to the “Purchaser”.
7. Risk and Title

The risk and title of the goods sold shall pass from the “Supplier” to the “Purchaser” upon collection at
warehouse, in Zimbabwe. Insurance will be obtained for each consignment.
8. Determination Final Weight

9.1 Net Weights as established at the load port by neutral surveyor shall be final (Weights as
established and documented by the Supplier at the time of loading shall be final).
9.2 All parties reserve the right to be represented during weighing and sampling operations.
The Supplier's undertaking

The “Supplier” undertakes:
10.1 to produce and ensure that the proper quantities, specifications and quality goods, which answers to
the description in the agreement of complying with the Purchaser's purchase order and delivery
schedule.
10.2 To provide online training in crop production and post-harvest handling to the purchaser
10.2 Prior to the start of cultivation, to provide to the farmer all specifications for cultivation of the crop
10.3 To keep the Supplier informed about prevailing market conditions.
10.4 To answer any reasonable request for information made by the “Supplier”
10.5 that it will at all material times during the continuance in force of this agreement observe and
perform the terms and conditions set out in this Agreement.
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11. ThePurchaser’s undertaking
The “purchaser” undertakes:
11.1 to follow all crop production training and post-harvest handling
11.2 to follow all technical support required by the Farmer during the contracted period
11.3 ensure all produce was farmed using only organic methods.
12 Hardship
If during the currency of the Agreement, an appreciable change occurs in economic, technical or
commercial conditions beyond the reasonable anticipation and control of either of them, and which
results in material disadvantage to either of them, the Parties will each endeavor in good faith to
renegotiate the terms of this Agreement, in order to re-establish the balance prevailing at the time of
commencement hereof.
13. Nature of the agreement

13.1 Nothing in this agreement shall create or be deemed to create a partnership among the parties.
13.2 The terms and conditions in this agreement are confidential and unless otherwise required by the
law will not be disclosed to any third party.
13.3 In carrying out their obligations under this agreement the parties will act in accordance with good
faith and fair dealing.
13.4 This agreement contains the entire agreement among the parties with respect to its subject matter
and may not be modified except by an instrument in writing signed by the duly
authorized representatives of the parties.
13.5 The provisions of this agreement as well as any statements made by the parties in connection
with the relationship shall be interpreted in good faith.
14. Cession / delegation

No party may cede its rights or delegate its obligations hereunder without the prior written consent of
the other party.
15. Default
Should either party
15.1.1 be wound up or placed under judicial management whether provisionally or finally and
compulsorily or voluntarily, or
15.1.2 enter into any arrangement of compromise with any of its creditors, or
15.2.3 breach any of the terms and conditions of this agreement and fail to remedy such breach within
30 days after receipt by the defaulting party of written notice by the other party requiring it to do so, then
the aggrieved party will be entitled to such
other remedies as it may have, to claim for immediate payment and or specific performance by the
defaulting party of all the defaulting party's obligations, or
15.1.4 in the event of a material breach going to the root of this agreement, the aggrieved party is
entitled to cancellation.
16. Force Majeure

If the performance of any part of this contract is prevented, hindered or delayed by reason of declared
or undeclared war, natural or man-made disasters, delays in transportation, Government restrictions,
strikes, differences within workmen or lockouts, civil strife, insurrection, rationing of supplies or for
any other like contingency beyond the reasonable control of the “Supplier” or “Purchaser”
comprehended in the term force majeure, then the “Supplier” or “Purchaser”, as the case may be ,
shall be excused from such performance during the continuance of such contingency provided that
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the party claiming force majeure gives a written notice promptly notifying the other party of the nature
and extent of the circumstances in question.
17. Dispute resolution

Any dispute or differences that arise as a result of the interpretation and application of this agreement
that cannot be amicably resolved shall be referred to arbitration in terms of Arbitration Act 42 of 1965
of the Laws of Zimbabwe. The Arbitration shall take place under the auspices of the AFSA. The
following shall apply to the arbitration.
17.1 The seat of the Arbitration shall be Sandton, Zimbabwe.
17.2 The Parties shall agree on a single Arbitrator within seven days of the matter being referred to
arbitration, failing which the Director of AFSA shall appoint the Arbitrator.
17.3 The proceedings shall be conducted in the English language throughout. The decision of the
Arbitrator shall be written in logical format setting out the basis on which it is made.
17.4 The decision of the Arbitrator shall be final and binding on the Parties.
18. Governing law

This agreement shall in all respects be governed and construed in accordance with the laws of
Zimbabwe.
19. Fair clause

In entering into this agreement the parties hereto agree that it is impracticable to make provision for
every contingency which may arise during the negotiations of the terms thereof, and the parties hereby
agree that it is their intention that this agreement shall operate between them with fairness and without
prejudice to the interest of either party, and that if in the course of the performance of this agreement
unfairness or prejudice or obvious hardship to either party is expected or disclosed, then the parties
will use their best endeavours to agree upon such action as may be necessary to remove or modify
such unfairness or prejudice.
20. Domicilium citandi et executandi

The address of service of the parties shall be
In the case of the Supplier: -
In the case of the “Purchaser”
A party may change its address for purposes of this agreement to another physical address by notice
in writing delivered to the other party.
Notices in connection with this agreement shall be deemed to have been duly given by delivery to a
physical address, by registered post or by e-mail
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Dated and signed at on this day of 2020
1. For and on behalf of the “Supplier”
______________ __________________
Signature Full names
2. For and on behalf” of the “Purchaser
_______________ __________________
Signature Full names
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Offtake Agreement in Castor Bean Farming

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What are the supplier's obligations?

CASTOR BEAN

MADE AND ENTERED INTO BY AND BETWEEN

a company duly registered in accordance with

a company duly registered in accordance with

1. Commencement date and duration of the agreement

3. Purchase and Sale and Delivery

7. Risk and Title

8. Determination Final Weight

The Supplier's undertaking

13. Nature of the agreement

14. Cession / delegation

16. Force Majeure

17. Dispute resolution

18. Governing law

19. Fair clause

20. Domicilium citandi et executandi

In the case of the Supplier: -

In the case of the “Purchaser”

1. For and on behalf of the “Supplier”

2. For and on behalf” of the “Purchaser

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