TERMS & CONDITIONS
CITROGOLD GENERAL TERMS AND CONDITIONS FOR USE OF THIS WEBSITE, INCLUDING OUR POPI POLICY:
1.1. By agreeing to these terms and conditions, you, the User, are agreeing to enter into a legally binding contract with Citrogold (Pty) Ltd. You are also giving your consent to the processing of your personal information as set out below, so, please read it carefully.
1.2. For these terms and conditions, the term User includes every person, natural or legal, that intends to, or is already doing business with Citrogold, or is a licensee or service provider of Citrogold. Typical licensees include all Nurseries, Growers, Packhouses, Exporters and Importers. Typical Service Providers include the Citrus Foundation Block, PPECB, or other entities that may access this website from time to time.
1.3. If you agree with these terms and conditions, click “Agree.” If you don’t agree, please give us a call. We will try to explain the content of these terms and conditions and hopefully resolve your disagreement thereof.
1.4. The Agreement has 5 main sections:
1.4.1. Disclaimer about the use of the website
1.4.2. Orders and Reporting
1.4.3. Sharing of Information & POPI
1.4.4. Dispute Resolution
1.4.5. General Provisions
2. DISCLAIMER ABOUT THE USE OF THE WEBSITE
2.1. Citrogold does not guarantee that your use of the services will be uninterrupted or error-free. You agree that access to the services provided by this website is provided on an “AS IS” and “AS AVAILABLE” basis, and from time-to-time Citrogold may remove the services for indefinite periods of time, cancel the services at any time, or otherwise limit or disable your access to the services without notice to you.
2.2. You agree that your use of, or inability to use, the services is at your sole risk. The services and all content delivered to you through the services are provided “AS IS” and “AS AVAILABLE” for your use, without warranties of any kind, either express or implied, including all implied warranties of merchantability, fitness for any purpose, title, and non-infringement. Because some jurisdictions do not allow the exclusion of implied warranties, the above exclusion of implied warranties may not apply to you.
2.3. In no case shall Citrogold, its directors, officers, employees, affiliates, agents, contractors, or licensors be liable, to the extent permitted by law, for any direct, indirect, incidental, punitive, special, or consequential damages arising from your use of any of the services or for any other claim related in any way to your use of the services and/or content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the services, even if advised of their possibility.
2.4. Citrogold shall use reasonable efforts to protect information submitted by you in connection with the services, but you agree that your submission of such information is at your sole risk, and you hereby release Citrogold from any and all liability to you for any loss or liability relating to such information in any way.
2.5. Citrogold does not represent or guarantee that the services will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion, and you hereby release Citrogold from any liability relating thereto. You shall be responsible for backing up your own system, including any content acquired or rented through the services.
2.6. Citrogold is not responsible for data charges you may incur for downloading or streaming files over a data connection.
2.7. By using the services, you agree to the extent permitted by law, to indemnify and hold Citrogold, its directors, officers, employees, affiliates, agents, contractors, and licensors harmless with respect to any claims arising out of your breach of this agreement, your use of the services, or any action taken by Citrogold as part of its investigation of a suspected violation of this agreement or as a result of its finding or decision that a violation of this agreement has occurred.
2.8. You agree that you shall not sue or recover any damages from Citrogold, its directors, officers, employees, affiliates, agents, contractors, and licensors as a result of its decision to remove or refuse to process any information or content, to warn you, to suspend or terminate your access to the services, or to take any other action during the investigation of a suspected violation or as a result of Citrogold’s conclusion that a violation of this agreement has occurred. This waiver and indemnity provision applies to all violations described in or contemplated by this agreement.
3. ORDERS AND REPORTING
3.1. Unless specifically stated otherwise in writing, when a User places an order for Plant Material with Citrogold, Citrogold licenses the User with the right to acquire the Plant Material from the foundation block or the Nursery. Citrogold does not sell, or transfer ownership of the Plant Material to the User. All rights to the Plant Material remain with the owner of the variety.
3.2. Every order is subject to the terms and conditions.
3.3. In the event of any contradiction between any written agreement and these terms and conditions, the terms and conditions of the specific written agreement will prevail, unless otherwise stated.
3.4. Citrogold gives no express, implied or tacit guarantee of any kind regarding the correctness, true-to-type, quality, merchantability, fitness for purpose, performance or other characteristics of the Plant Material or its Fruit licensed to the User.
3.5. Citrogold also takes no responsibility for the quality or identity of the Plant Material supplied to the User as supplied by the foundation block or the Nursery.
3.6. Citrogold will not be liable for any hidden or visible (latent or patent) defects or disease of the Plant Material, nor for any resultant damage, directly, indirectly, or consequential, which might be caused by, or result from, any defects or disease in the Plant Material.
3.7. In respect of certain Plant Material protected by Plant Breeders’ Rights, contract, trademark other intellectual property rights, the User undertakes:
3.7.1. To pay all premiums and royalties in respect of such Plant Material as required;
3.7.2. To establish all such Plant Material in orchards within the Southern Africa region and in the Orchard/Farm located in the areas as agreed between the Parties;
3.7.3. Not to produce, or allow or facilitate to be produced, further plants from such Plant Material; and
3.7.4. Not to sell, donate or in any other way dispose of the propagation material of such Plant Material.
3.8. Citrogold will also not be liable for any verbal or written representation made by any employee or other person or consultant acting on behalf of Citrogold with regard to the Plant Material, or any damage or loss of any kind suffered arising from the quantity, use or yield of the Plant Material.
3.9. Without prejudice to the limitations to Citrogold’s liability as set out in this agreement, should there be any short supply of Plant Material, alleged defect or disease in respect of the Plant Material, the User is required to submit a written complaint to Citrogold regarding any alleged defect or disease within 14 (fourteen) days after receipt or delivery of the Plant Material, or within 14 (fourteen) days of the first manifestations of the alleged defect or disease. Provided such a complaint has been submitted, and provided that the User makes the delivery documentation or Plant Material available to Citrogold for the necessary investigations, Citrogold may, at its sole and unfettered discretion, substitute the defective Plant Material, and then subject to such conditions as Citrogold may require.
3.10. Notwithstanding anything contained in this agreement, Citrogold’s liability in respect of any license will never exceed the substitution of Plant Material or the costs of substituting the Plant Material. Citrogold will be entitled, in its sole discretion, to substitute Plant Material or tender the costs of substituting the Plant Material.
3.11. Any quotation given by Citrogold or a licensed Nursery is not an offer by Citrogold to sell or license any Plant Material to the User.
3.12. The delivery date and the quantity of Plant Material in respect of any Order or Sale of Plant Material is an estimate only. It is the User’s responsibility to check the delivery date and the quantity of Plant Material with the foundation block or the Nursery. Citrogold will not be liable for delay in delivery or change of the quantity of the Order or Sale.
3.13. Citrogold retains the right to make the necessary enquiries and investigations to establish the User’s creditworthiness at any time.
3.14. Unless and until credit terms have been agreed to in writing, Plant Material will be licensed on a cash on delivery basis only.
3.15. The User is always responsible for all transport costs, including any transport costs that might be incurred by Citrogold in respect of the delivery of Plant Material to the User or in respect of the delivery of any substituted Plant Material.
3.16. The User may under no circumstances withhold or set-off any payment owed to Citrogold for any reason whatsoever.
3.17. Citrogold is entitled to amend license fees, Plant Material prices, royalties and levies, if applicable, on 30 days written notice, and specifically reserves the right to review the royalties at any time on shorter notice if there are strong exchange rate fluctuations.
3.18. Despite delivery, no license will be valid unless all payments to Citrogold are up to date.
3.19. The User is responsible for examining the Order or Sale upon delivery and acceptance of the Order or Sale will be deemed to be confirmation that the Order or Sale was received in good condition and there were no shortages. The onus rests with the User to prove that any goods or Plant Material was not delivered as per the delivery documents.
3.20. Citrogold reserves the right to suspend any license, should the User be in breach of any of the terms and conditions of the license agreement or the terms of any License, Order or Sale agreement to which these terms apply.
3.21. The undersigned, undertakes, in his/her personal capacity, and as a Shareholder, Member, Owner or Partner, as co-principal debtor in solidum (jointly and individually):
3.21.1. for the payment of the full amount due and payable to Citrogold from time to time; and
3.21.2. for the proper and prompt compliance by the User for all obligations against Citrogold in terms of this agreement.
4. SHARING INFORMATION & POPI
4.1. We are a Plant Intellectually Property Management company that is obliged to comply with the Protection of Personal Information Act (‘POPI’).
4.2. POPI requires us to inform you how your Personal Information is used, disclosed and destroyed.
4.3. We guarantee our commitment to protecting your privacy and ensuring your Personal Information is used appropriately, transparently, securely and in accordance with applicable laws.
4.4. This Policy sets out how we deal with your Personal Information and in addition for what purpose said information is used for. This Policy is made available on our company website www.citrogold.co.za and by request at our offices.
4.5. We undertake to adhere to Section 10 of POPI1 which states that “Personal Information may only be processed if, given the purpose for which it is processed, it is adequate, relevant and not excessive.”
4.6. The Personal Information2 we collect:
4.6.1. We collect and processes clients’ Personal Information reasonably necessary to fulfil our contractual obligations to compliance with licenses granted in terms of the Plant Breeders’ Rights Act, the Trademark Act and any related legislation, including the authorization and monitoring of the ordering, planting, growing, harvesting and export of our licensed or contracted varieties.
4.6.2. Whenever possible, we will inform you what information you are required to provide us with and what information is optional. Examples of the Personal Information we collect includes but is not limited to:
22.214.171.124. If you are an individual, your identity number, name, surname, residential address, postal code, email address, phone number/s;
126.96.36.199. If you are a company or trust, your registration number, company name, all information described in 188.8.131.52 in respect of each director / trustee, prescribed officer of the company / trust, business address, registered address, postal code, email address, phone number/s;
184.108.40.206. The farms or properties where the varieties are planted, including GPS coordinates, the pack houses where the fruit is packed, the destinations of the fruit, the exporters, importers and all information described in 220.127.116.11 and 18.104.22.168 of such intermediaries;
22.214.171.124. The numbers of trees or hectares of, and any locations of, any plantings of varieties;
126.96.36.199. The volumes of any fruit of any variety;
188.8.131.52. Any other information required by us, our licensors or relevant third parties, for the following purposes:
184.108.40.206.1. to ensure compliance with the license agreements in respect of any variety;
220.127.116.11.2. to communicate with you;
18.104.22.168.3. to conduct market or your satisfaction research;
22.214.171.124.4. for audit and record keeping purposes;
126.96.36.199.5. for any legal proceedings;
188.8.131.52.6. to improve our services, relationships, including with related service providers;
184.108.40.206.7. to carry out actions for the conclusion or performance of a contract to which you are a party.
4.7. Your Personal Information will only be used for the purpose for which it was collected as set out in Clause 4.6 above or when it is otherwise allowed by law.
4.8. DISCLOSURE OF PERSONAL INFORMATION
4.8.1. We may disclose your Personal Information to the relevant owners and licensors of the varieties.
4.8.2. We may also share your Personal Information with and obtain information about you from third parties for the reasons already discussed in Clause 4.6 above.
4.8.3. We may also disclose your information where we have a duty or a right to disclose in terms of applicable legislation, the law or where it may be necessary to protect our rights.
4.9. SAFEGUARDING CLIENTS’ INFORMATION
4.9.1. It is a requirement of POPI to adequately protect the Personal Information we hold and to avoid unauthorised access and use of your Personal Information. We will continuously review our security controls and processes to ensure that your Personal Information is secure.
4.9.2. The following procedures are in place in order to protect your Personal Information:
220.127.116.11. Our Information officer is Viresh Ramburan, whose details are available below and who is responsible for the encouragement of compliance with the conditions of the lawful processing of Personal Information and other provisions of POPI;
18.104.22.168. Each employee’s employment contract includes a confidentiality provision;
22.214.171.124. Our archived client information is stored at our offices, access to which is limited to authorized personnel;
126.96.36.199. CITROGOLD suppliers, insurers and other third-party service providers that may have access to your Personal Information, will be required to comply with our commitment to the protection of your Personal Information; and
188.8.131.52. All electronic files and data are backed, and we are responsible for system security which protects third party access and physical threats.
4.10. ACCESS AND CORRECTION OF PERSONAL INFORMATION
4.10.1. You have the right to access the Personal Information we hold about you. You also have the right to ask us to update, correct or delete your Personal Information on reasonable grounds. Once you object to the processing of your Personal Information, Citrogold may no longer process your Personal Information. We will take all reasonable steps to confirm your identity before providing details of your Personal Information or making changes to your Personal Information.
4.10.2. The details of our Information Officer and head office are as follows:
NAME : VIRESH RAMBURAN
TELEPHONE NUMBER : +27 (0) 21 880 0650
ADDRESS : The Avenue, 21 Weidenhof Street,
E-MAIL ADDRESS : firstname.lastname@example.org
4.11. AMENDMENTS TO THIS POLICY
4.11.1. Amendments to this Policy will take place on an ad-hoc basis. You are advised to check our website periodically to inform yourself of any changes.
4.11.2. Where material changes are made you will be notified directly.
5. DISPUTE RESOLUTION PROVISIONS
5.1. The parties agree that any dispute arising out of these terms and conditions, any interpretation, rectification, breach, termination or cancellation shall be resolved in accordance with the following tiered approach to dispute resolution:
5.1.1. The senior management of the parties shall attempt to resolve the dispute by means of good faith negotiations at a time and a place to be agreed to.
5.1.2. Should this fail, the parties shall seek settlement of that dispute by mediation in accordance with the mediation procedures of the Arbitration Foundation of Southern Africa (AFSA), which Procedure is deemed to be incorporated by reference into this clause.
5.1.3. If the dispute is not settled by mediation within 30 days of the commencement of the mediation, which will be commenced by a written notice to that effect to the other party and to AFSA the dispute shall be referred to and finally resolved by arbitration under the expedited rules of the AFSA, which Rules are deemed to be incorporated by reference into this clause.
5.1.4. The mediation and the arbitration, if applicable, will be held in Cape Town, at a place agreed between the parties, which may be an online communication platform.
5.1.5. While the parties will not commence any normal legal proceedings pending the procedures set out above, nothing herein contained shall be deemed to prevent or prohibit any party from applying to the appropriate court for urgent relief, pending the resolution of the matter in terms of the procedures set out above.
5.1.6. The provisions of this clause will continue to be binding on the parties notwithstanding any termination or cancellation of the agreement.
6. GENERAL PROVISIONS
6.1. Force Majeure. If the performance of any part of this Agreement by either party, or of any obligation under this Agreement, is prevented, restricted, interfered with, or delayed by reason of any cause beyond the reasonable control of the party liable to perform, unless conclusive evidence to the contrary is provided, the party so affected shall, on giving written notice to the other party, be excused from such performance to the extent of such prevention, restriction, interference, or delay, provided that the affected party shall use its reasonable best efforts to avoid or remove such causes of non-performance and shall continue performance with the utmost dispatch whenever such causes are removed. When such circumstances arise, the parties shall discuss what, if any, modification of the terms of this Agreement may be required to arrive to an equitable solution.
6.2. This agreement is subject to the laws of the Republic of South Africa.
6.3. The parties submit to the non-exclusive jurisdiction of the Western Cape Division of the High Court of South Africa.
6.4. The User chooses, as his domicilium citandi et executandi the addresses as given in any Order documents, failing which, the delivery address of any Plant Material.
6.5. The domicilium of either party may be changed only through written notice by such a party to the other party.
6.6. No variation or cancellation of this contract is valid unless in writing and signed by both parties.
6.7. In the event that any one clause in this Agreement is found to be void and not enforceable it shall be severed from this Agreement and the rest of the Agreement shall continue to be of force and effect.
6.8. The signatory to any Order or Sale also warrants that he/she is specifically authorised to enter into this agreement.
6.9. Citrogold reserves the right to update these terms and conditions from time to time, and the onus will be on the User or any other party to familiarise themselves from time to time with these terms and conditions, and in any event, before placing any new orders for Plant Material from time to time.
1Protection of Personal Information Act, 2013 (Act No. 4 of 2013)
2Section 1 “personal information”
means information relating to an identifiable, living, natural person, and where it is applicable, an identifiable, existing juristic person, including, but not limited to—
(a) information relating to the race, gender, sex, pregnancy, marital status, national, ethnic or social origin, colour, sexual orientation, age, physical or mental health, well-being, disability, religion, conscience, belief, culture, language and birth of the person;
(b) information relating to the education or the medical, financial, criminal or employment history of the person;
(c) any identifying number, symbol, e-mail address, physical address, telephone number, location information, online identifier or other particular assignment to the person;
(d) the biometric information of the person;
(e) the personal opinions, views or preferences of the person;
(f) correspondence sent by the person that is implicitly or explicitly of a private or confidential nature or further correspondence that would reveal the contents of the original correspondence;
(g) the views or opinions of another individual about the person; and
(h) the name of the person if it appears with other personal information relating to the person or if the disclosure of the name itself would reveal information about the person;