1. Digikraal Proprietary Limited with registration number 2016/478338/07 and VAT number 4400276913 (“Digikraal”) provides an online platform (“Website”) which assists South African users (“Users”) who wish to sell their livestock (“Seller”) to meet and potentially transact with Users who are prospective buyers of such livestock (“Buyer”) within the Republic of South Africa, through the Website and any other digital channels employed by Digikraal. Digikraal acts in an agency capacity and is a registered livestock agent in terms of the Agricultural Produce Agents Act 12 of 1992 in that it acts on the instructions of or on behalf of the Seller to sell livestock and negotiate in connection with or undertake to canvass a Buyer for the livestock
    2. Users agree that they will be bound by the terms of this agreement, the forthcoming agreed upon Sale of Livestock Agreement (Appendix A) and Digikraal’s Website Terms and Conditions of Use and Service (“the Terms”) and such Terms are incorporated herein. Any service provided by Digikraal for a User and accepted by that User will be considered as their tacit/express acceptance of the Terms.
    3. For the avoidance of doubt, the User acknowledges and agrees that the Sale of Livestock Agreement in Appendix A shall form the final sales agreement between the Seller and Buyer in order to benefit from Digikraal’s services.




    1. Through accepting these Terms and Conditions of Sale, the Seller appoints Digikraal as its agent in respect of any livestock submitted by the Seller via the Digikraal Website or any other digital channels employed by Digikraal.
    2. In exchange for its Services, Digikraal charges the Seller a fee, calculated as 2.5% (two and a half percent) of the final purchase price of the livestock, exclusive of Value Added Tax as levied under the Value Added Tax Act No 80 of 1991 (“VAT”).


  1. FICA


    1. Digikraal is required in terms of the Financial Intelligence Centre Act of 2001 (as emended) (FICA) to request certain information about the User for verification purposes.
    2. If the User fails to comply with such a request and/or refuses to furnish the required FICA information/documentation, Digikraal shall be entitled to refuse to advertise the livestock submitted for sale.
    3. If, in our sole discretion and at any time, we suspect that a User’s account does not comply with FICA requirements, Digikraal may prevent any sale from proceeding and suspend any service to the User.




    1. Once both a Buyer and Seller are connected by Digikraal, a livestock sale based on both parties’ instruction may occur (“the Sale”).
    2. The Seller and Buyer understand that Digikraal will require certain accurate information or action from the Seller and/or Buyer in relation to the livestock in order to properly facilitate the Sale between them.

Failure and/or delay by the Seller or Buyer in providing this action or accurate information will lead to delays in the Sale, for which Digikraal will not be liable to either the Seller or Buyer.

    1. Once the parties come to an agreement on the terms of Sale (in accordance with the Sale of Livestock Agreement), Digikraal will furnish the parties with The Schedule.
    2. Upon accepting The Schedule, the Seller irrevocably agrees to sell the livestock, and the Buyer irrevocably agrees to buy the livestock, as defined in The Schedule and on the terms of the Sale of Livestock Agreement.




Certain products or services made available by Digikraal may be provided to Users in conjunction with a third party. The User acknowledges that the third party may require the User to disclose personal information to them in order to render such products or services. Where a product or service is provided in conjunction with a third party, the identity of that third party will be disclosed to the Users and the User’s personal information will be disclosed to that third party. The use of the User’s personal information by the third party is subject to its own policies and practices and Digikraal is not responsible therefor.




Once a Sale has commenced and The Schedule has been confirmed by both the Seller and Buyer, the parties will act in good faith to conclude the Sale. If the Seller or Buyer wishes to cancel the Sale, after having agreed to the Schedule, they will be liable to pay a penalty to Digikraal calculated as 2% (two percent) of the final purchase price of the livestock, exclusive of Value Added Tax as levied under the Value Added Tax Act No 80 of 1991 (“VAT”).




    1. Both the Buyer and Seller agree that they will not directly or in any way, attempt to circumvent Digikraal during the Sale in respect of the Services from the Seller or Buyer, respectively.
    2. A User understands that any breach of clause 7.1 will cause financial damage to Digikraal. In the event of a breach of clause 7.1 and notwithstanding Digikraal’s other remedies in law, the User will pay a penalty to Digikraal calculated as 2% (two percent) of the advertised purchase price of the livestock, exclusive of Value Added Tax as levied under the Value Added Tax Act No 80 of 1991 (“VAT”).


    1. Apart from instances of fraud or gross negligence, each of the Buyer and Seller agree to hold harmless and indemnify Digikraal against any losses, expenses, claims, damage or delay, including loss of profits and consequential loss, suffered by the Buyer, Seller or third party as a result of the Services, Sale, Sale of Livestock Agreement or the Terms.
    2. Digikraal acts on information provided by the Buyer and Seller and does not warrant that the information provided by the Buyer or Seller is accurate or complete. It is the responsibility of the Buyer and Seller to be present during the Sale to ensure the Sale Details accurately reflect the position between the Buyer and Seller, as Digikraal takes no responsibility in this regard.



Neither party shall during or after the provision of the Services or Terms use to the prejudice or detriment of the other party or parties, or divulge to any person or entity any material, trade secret or any other confidential information concerning the business affairs of the another party which may have come into its possession or knowledge during the course of these Terms or pursuant to the provision of the Sale.


    1. Survival of Rights, Duties and Obligations: Termination of these Terms for any cause whatsoever will not release a party from any liability which at the time of termination has already accrued to another party or which thereafter may happen as a result of any act or omission prior to such termination.
    2. Entire Agreement and Variation: No alteration, consensual cancellation, variation of, or addition to these Terms will be of any force or effect unless done so in writing and signed by all of the parties. These Terms contain the entire agreement between the parties and no party will be bound by any undertakings, representations, warranties, promises or the like not recorded in the Terms.
    3. Counterparts: The Terms may be signed in any number of counterparts, all of which taken together will be considered one and the same document.
    4. Indulgences: No indulgence, leniency or extension of time which Digikraal (“the grantor”) may grant or show to the other parties will operate as an estoppel or in any way prejudice or preclude the grantor from exercising any of its rights in the future.
    5. Governing Law: The Terms are governed by and interpreted in accordance with the law of the Republic of South Africa. All disputes, actions and other matters in connection with the Terms will be determined in accordance with such law.
    6. Invalidity: Any provision of the Terms which is held invalid or unenforceable in any jurisdiction will be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions of the Terms, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
    7. Severability: Each undertaking in the Terms will be considered as a separate undertaking and if one or more of the undertakings in the Terms is found to be unenforceable or in any way unreasonable, the remaining undertakings will continue to bind the parties. To the extent possible in any jurisdiction to which the Terms may apply or in which the Terms may be enforced, if any undertaking contained in the Terms is found to be void but would be valid if the period of application were reduced or if some part of the undertaking was deleted, the undertaking in question will apply with such modification as may be necessary to make it valid and effective.
    8. Cumulative Rights and Remedies: The rights and remedies of the parties under the Terms are cumulative and in addition to any rights and remedies provided by law.

Appendix A


Sale of Livestock Agreement


The Seller agrees to sell and the Buyer agrees to purchase the livestock as described in The Schedule (which forms and integral part of this agreement and is incorporated herein) in accordance with the terms set herein —


  1. Loading, Offloading and Weighing


    1. Both the Buyer and Seller shall ensure that any weigh bridge utilised for purposes of this transaction shall be verified by SANAS (http://sanas.co.za/manuals/pdfs/tr_1506.pdf) or anybody of similar stature.


  1. Payment and Fees


    1. The Buyer and Seller agree that payments shall be handled by the provider nominated in The Schedule (“the Nominated Payment Provider”).
    2. Upon signature of The Schedule, the Buyer shall pay the total expected price stipulated in The Schedule into the Nominated Payment Provider’s bank account.
    3. Any payment made to the Seller is subject to change in accordance with any adjustments made pursuant to clause 4 below.


  1. Adjustments and Allowances


    1. If the total weight indicated on the Seller’s weighbridge declaration is less than the total estimated weight stipulated in The Schedule, then the Buyer will be refunded with the pro-rata amount, as per the following formula:

where –

X = (EW − SW) × AP

X = The total amount to be refunded

SW = The total weight indicated on the Seller’s weighbridge declaration EW = The total expected weight as per The Schedule

AP = The average price as per The Schedule


    1. The agreed weight loss (shrinkage) for this transaction of livestock as per prescribed in The Schedule.


    1. The Purchaser will also be further refunded if the difference between the Seller’s weighbridge and the Buyer’s weigh bridge is more than the agreed weight loss percentage in The Schedule. The total amount to be refunded in terms of 4.1 will then be adjusted by the difference between the weight after agreed weight loss and the Buyers weighbridge weight. The formula will then be as follows

X = [ (EW-SW)+(WAS-BW.)] x AP

X = The total amount to be refunded

SW = The total weight indicated on the Seller’s weighbridge declaration EW = The total expected weight as per The Schedule

WAS = The total weight after the SW has been adjusted with the agreed shrinkage percentage BW = The total weight indicated on the Buyer’s weighbridge declaration

AP = The average price as per The Schedule


    1. If a refund is required pursuant to clause 4.1 or 4.3, the Buyer shall authorize the refund by completing the Refund Authorization in Annexure 1.


    1. If the total weight indicated on the Seller’s weighbridge declaration is more than the total estimated weight, the Buyer shall pay the shortfall directly to the Seller in a separate transaction




    1. The Buyer agrees to inspect the livestock immediately upon arrival at the delivery location.
    2. If the Buyer contends that the Seller has not met its obligations under these terms, the Buyer shall lodge a written dispute with Digikraal and the Seller no less than 24 hours after the delivery of the livestock.
    3. If the Buyer contends that the Seller has met its obligations under these terms, the Buyer shall authorize the release of the funds by completing the Fund Release Authorization in Annexure 2.
    4. All refund and fund release documents shall be provided to the Nominated Payment Provider as well as the Seller and Broker.




If the Buyer raises a dispute pursuant to clause 5.2, the parties shall:


    1. Re-negotiate the terms of the transaction in order to resolve the dispute, or
    2. If the dispute cannot be resolved, then either the Buyer or Seller may refer the matter to the Referee for resolution as set out in Annexure 3.


Notwithstanding the provisions of this clause 6, any Party shall be entitled to approach a competent court of law having jurisdiction to obtain any urgent relief which may be required by such Party.




    1. If a dispute has been raised by the Buyer, the funds shall be frozen and only released once there is either: (1) a re-negotiated settlement by the parties, or (2) a decision by the Referee.

    1. If (1) the livestock has been delivered to the Buyer, (2) no dispute has been raised and (3) the Buyer has failed to provide the release form pursuant to clause 7.3, the funds shall automatically be released to the Seller after 5 days.




The parties choose as their domicilia citandi et executandi their respective addresses listed in The Schedule. Any party may change their domicilium address on written notice to the other parties, with effect from the date of receipt or deemed receipt by the other parties of such a notice.




    1. If a Party (“Defaulting Party”) commits any breach of this Agreement and fails to remedy such breach within 5 (five) Business Days of receipt of written notice requiring the breach to be remedied, then the Party giving the notice (“Aggrieved Party”) will be entitled, at its option:


    1. to claim immediate specific performance of any of the Defaulting Party’s obligations under this Agreement, with or without claiming damages, whether or not such obligation has fallen due for performance and to require the Defaulting Party to provide security to the satisfaction of the Aggrieved Party for the Defaulting Party’s obligations; or


    1. to cancel the Agreement and claim damages.




    1. No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the Parties.


    1. Save as otherwise provided for in this Agreement, neither this Agreement nor any part, share or interest herein nor any rights or obligations hereunder may be ceded, delegated or assigned by any Party without the prior written consent of the other Parties, save as otherwise provided herein.




    1. This Agreement will in all respects be governed by the laws of the Republic of South Africa.


  1. General


    1. Any reference to “signature” contained in this agreement shall be deemed to include an “electronic signa-ture” as defined in the Electronic Communications and Transactions Act No. 25 of 2002.

Annexure 1: Refund Authorization


The Parties hereby request that pursuant  to Schedule , the Buyer be refunded as follows:


  1. The realized weight, as stipulated in the weighbridge declaration, is _kg less than the estimated weight provided by the Seller.


  1. Pursuant to the formula provided in clause 6.3, the total amount to be refunded is

X = [ (EW-SW) + (WAS-BW.)] x AP

X = The total amount to be refunded

SW = The total weight indicated on the Seller’s weighbridge declaration EW = The total expected weight as per clause 2.1.

WAS = The total weight after the SW has been adjusted with the agreed shrinkage percentage BW = The total weight indicated on the Buyer’s weighbridge declaration

AP = The average price as per clause 2.3.


Refund Breakdown
EW kg
seller’s weight bridge SW   kg
Price per kilogram AP R
WAS kg
BW kg
buyer’s weight bridge BW   kg
Price per kilogram AP R
Total Refund R


The final purchase price = SW – (WAS-BW.)] x AP which is R


Signed at on the day of 2017.


for and duly authorized by the Buyer


Signed at on the day of 2017.


for and duly authorized by the Seller

Annexure 2: Fund Release Authorization


I , hereby declare that the Seller has met its obligations under Schedule namely:


  1. The following cattle were available for loading:


Quantity Breed Type Estimated Weight (KG)
x )


  1. The Seller permitted for the cattle to be loaded no later than the prescribed number of days after the effective date of The Schedule has been accepted by all parties.


  1. The Seller provided the weighbridge declaration timeously for any adjustments to be calculated and made.


I therefore, hereby authorize to release the funds to the Seller. Signed at on the day of 201 .


for and duly authorized by the Buyer





  1. Should any dispute arise between the Parties in respect of their rights and duties contained in this agreement, the Parties will meet immediately to try and resolve such dispute. Should they fail to resolve such dispute within 7 (seven) days after such dispute has been declared by any of the Parties, the said dispute will be submitted to a Referee for resolution in terms of the conditions contained herein, if any of the Parties request such resolution, in writing, from the other party.


  1. Should urgent circumstances necessitate protection of any of the rights of a Party, such Party will be entitled, notwithstanding the terms hereof, to obtain interim legal relief on an urgent basis from any competent court in anticipation of the ruling of the Referee.






    1. At Paarl or any other place agreed between the Parties, as soon as possible after appointment of the Referee at the place and on the date and time as determined by him;


    1. informally, with only the representatives of the Parties present (which may include a legal representative, except if the Referee rules otherwise);


    1. on the basis that both Parties should present the Referee and the other Party with a written explanation of their viewpoint, containing full details of the matter according to their opinion, within 2 (two) days of appointment of the Referee;


    1. according further to the procedure prescribed by the Referee for the resolution of the dispute, without the necessity to abide by formal procedural legal rules, in order to solve the dispute easily, economically and confidentially.






    1. will be entitled in his discretion to make enquiries and/or to obtain evidence and/or to accept further submissions from the Parties;


    1. will be entitled to consult attorneys, advocates or any other expert in respect of any matter he considers expedient;


    1. will make a ruling in his discretion in respect of the admissibility, relevancy, and importance of evidence, whether oral or written;


    1. will, should the agreement be vague or imperfect regarding a substantive issue relating to the dispute, interpret the agreement in such a manner so as to give effect to the general purpose of the Parties as he understands it in the context of the agreement, and which is fair to the parties in the applicable circumstances;


    1. will announce his ruling within 14 (fourteen) days after it has been requested in terms of clause 1, also taking into account the urgency of the matter in dispute;

    1. will appoint the party responsible for his costs and that of any consulted expert and that party will pay such costs;


    1. will act as expert and not as arbitrator.






    1. mainly a legal matter, be a practicing attorney with at least 15 (fifteen) years experience;


    1. mainly a matter regarding the condition of livestock, be a practicing independent Veterinarian with at least 15 (fifteen) years experience;


    1. any other matter, be an independent person appointed by agreement between both Parties.


  1. Should the Parties fail to agree on whether the dispute is a legal, accounting or any other matter within 48 (forty eight) hours after a hearing for the dispute was requested, the matter will be considered to be a legal matter.


  1. If the Parties fail to appoint a Referee within 48 (forty eight) hours after a hearing for the dispute was requested in terms of clause 1, the Referee will on request by any one of the Parties, be appointed by the President of the Cape Law Society (or his successor in title).






    1. binding on all Parties to this agreement and may, if applicable, be made an order of the High Court of South Africa (Western Cape High Court, Cape Town) on request of any of the Parties in dispute; and




  1. The Parties agree to keep the proceedings and matter of dispute, as well as any evidence given during the proceedings confidential, and will not, except for the purpose of an order in accordance with clause 8.1, disclose any information to the public.






    1. constitute an irrevocable consent by both Parties to any proceedings and neither Party will have the right to withdraw, claim or declare that he/she is not bound to the abovementioned provisions;


    1. is divisible of the agreement and will be of full force and effect notwithstanding the termination, or invalidity for any reason whatsoever, of the agreement.