STANDARD TERMS AND CONDITIONS OF SALE

Scope & Client’s Terms

These T&C govern all sales, exports, and related services by GGEM Farming (the “Seller”) and its intermediary partner Yield Solutions SA to the Buyer.

Buyer expressly waives its own T&C, even if issued later. Any deviations require written advance agreement.

1. Sample Confirmation, Order & Deposit

Buyer approves product samples before order placement—a sample sale implies the bulk must match the sample in quality under Malawi law. Upon sample approval and creation of the order, Buyer must pay a 30% deposit of the total invoice value. The 70% balance is payable after delivery and written confirmation that the goods conform to agreed quality, quantity, moisture content, and packaging.

2. Invoices & Payment Terms

Invoices are due within 14 working days of issuance, unless otherwise stated. Late payments incur a fixed 10% interest on unpaid balances. Seller may suspend deliveries or services without notice until all payments are received. 

Invoices overdue by 60 days permit Seller to engage a debt recovery agency, with all legal costs to Buyer.

3. Title & Risk Transfer

Title remains with Seller until full payment is received. Risk passes upon written acceptance by Buyer, but title retention allows Seller to reclaim or pursue unpaid goods.

4. Withholding Tax

Buyer covers any withholding tax due under local law, ensuring Seller receives full invoice value.

5. Export–Import Obligations

Seller will make best efforts to deliver as agreed. Seller is responsible for export/import facilitation—permits, certificates, and compliance.

6. Inspection & Acceptance

Buyer must inspect goods and submit a recorded delivery notice within 48 hours of delivery to preserve claims. Acceptance confirms goods meet agreed quality, quantity, moisture, packaging standards.

7. Limitation of Liability

Seller's liability is capped at the invoice value of the affected goods/services. Neither party is liable for indirect or consequential losses, except in cases of death or personal injury due to negligence, fraud, or gross misconduct.

8. Force Majeure

Neither party is liable for delays/non-performance due to uncontrollable events—e.g., natural disasters, strikes, bans, epidemics. Affected party must notify within 10 business days, outlining effects and mitigation steps. 

Contract suspended during the event; if it exceeds 60 days, either party may terminate with 14 days’ notice.

9. Termination

Either party may terminate with 14 days’ written notice if the other fails to remedy a material breach. Extended Force Majeure (>60 days) allows either party to terminate with 14 days’ notice.

10. Confidentiality

All non-public information exchanged is to be kept strictly confidential and used solely for contract performance.

11. Notices

Delivered via recorded delivery to registered addresses or by email with confirmed receipt, per Order Confirmation.

12. Governing Law & Dispute Resolution

Governed exclusively by Malawian law. Disputes resolved through Malawian courts or arbitration under UNCITRAL/SADC rules, seated in Malawi.

13. Entire Agreement

These T&C form the entire agreement, superseding prior discussions.

Any amendments must be written and signed by both parties.