Applicable to all wool and/or mohair offered by CMW for sale by auction, private negotiations and/or other agreement from date hereof until such time as these Conditions of Sale are amended.

 

 

1.   THE SELLER

 

The seller is CMW, whose offices are situated at 123 Burman Road, Deal Party, PORT ELIZABETH, (registered as CMW OPERATIONS (Pty) Ltd, reg no 1964/000925/07) acting as an agent for the owners of the wool and/or mohair.

 

 

2.   BUYERS

 

    2.1  "Buyers" in these conditions shall mean members in good standing of the South African Wool and Mohair Buyers' Association Limited or buyers approved by the seller in consultation with the Association.

        

    2.2   Only buyers as defined above whom are members in good standing of the Association shall be allowed to bid for wool and/or mohair at auction sales.

        

    2.3   The seller shall have the right to acquaint himself through the Association with the financial position of a buyer.

        

    2.4    Notwithstanding the provisions of 2.2 above -

 

            2.4.1 the seller may at his absolute discretion require any prospective buyer, prior to any auction, to lodge a deposit and may refuse any bid from such buyer as would cause the said deposit to be less than ten per cent (10%) of the total purchase invoice amount of that buyer;  or

              

            2.4.2 the seller may demand a deposit of ten per cent (10%) of total contract amount from the buyer of any lots during or after the sale.

   

 

3.   THE PRODUCE

 

3.1    Wool shall be offered for sale in containers complying with the standard specifications of the Wool Testing Bureau SA as approved by the S A Wool Textile Council. Mohair shall be offered in containers complying with the specifications of Government Notice No 864 of June 1997 in terms of the Agricultural Products Standards Act of 1990.

        

3.2    The minimum and maximum mass of bales offered for sale shall:

 

3.2.1       In the case of wool, be as laid down from time to time by the seller in consultation with the buyers.

 

3.2.2       In the case of mohair, comply with the specifications of Government Notice No 864 of June 1997  in terms of the Agricultural Products Standards Act of 1990.

 

3.3    The tare on containers shall be as laid down from time to time by the seller in consultation with the buyers.

 

   

    3.3   Wool and/or mohair shall be invoiced at actual net mass and no charge shall be made for containers.  "Actual net mass" shall mean the greasy mass, corrected for tare as specified under 3.2 above, determined and recorded prior to cataloguing as follows:-

        

3.3.1       in the case of wool and/or mohair sold in original containers, i.e. offered for sale either in original container or by sample, after representative samples have been drawn from such containers; and

 

           3.3.2   in the case of wool and/or mohair not sold in original containers, after binning, blending, re-sorting, re-packing, re-handling and sampling.

   

    3.4  Re-offered wool and/or mohair shall be invoiced at actual net mass as determined in terms of paragraph 3.3 above.

        

    3.5  In determining the mass any fractions of a tenth of a kg up to 50 g shall be disregarded and any fractions including and above 50 g shall be recorded to the next tenth of a kilogram.

        

    3.6  The seller shall take all reasonable steps to bring to the attention of the buyers, before wool and/or mohair is sold, any discrepancies discovered between the actual net mass and the net mass shown in the catalogue.

        

    3.7  The liability of the seller to make amends for obvious scale errors shall cease one year after date of sale.

   

    3.8   Should any irregularity in the contents of a lot be found prior to sale, the seller shall exercise his right to withdraw such a lot from the sale.

   

    3.9  The seller shall take all reasonable precautions to ensure uniformity of lots, correct descriptions and cataloguing.

        

    3.10 Notwithstanding the provisions of 3.9 above, the seller shall be fully responsible for making good any proven loss suffered by the buyer in the case of -

        

3.10.1   obvious false packing not apparent at the time of inspection; or

 

3.10.2  failure to deliver produce in accordance with buyer's instructions provided the seller's liability shall exclude insurable risks in terms of paragraph 12 below and provided further that his liability in these respects (paragraph 3.10) shall cease eighteen months after date of sale.

        

    3.11 Wool and/or mohair are sold as it lies in the respective warehouses and is thereafter subject to any or all of the applicable charges under 9.2  below.

 

    3.12 Where wool and/or mohair is sampled the seller shall accept responsibility that samples on display are representative of the bulk of that lot.

 

    3.13 Where wool and/or mohair is sold in any special manner the conditions of sale covering such special lots shall be advised by the seller at least seven days before such sale.

 

 

4.    SPECIAL CONDITIONS RELATING TO WOOL AND/OR MOHAIR OFFERED BY SAMPLE

 

4.1    Samples of approximately equal mass shall be drawn by a mechanical grab sampler:

 

 

4.1.1       In the case of wool, from each bale in a lot and the minimum total mass of the samples thus drawn to be representative of the lot shall be not less than the mass specified in IWTO 38 and the Wool Testing Bureau SA.

 

4.1.2       In the case of mohair, a sample of 1,5 kg from each grouped bale; and in binned lots, the minimum total mass of the samples thus drawn to be representative of the lot, shall be not less than two kilograms per lot.

 

4.1.3           The samples drawn in this manner are hereinafter referred to as "sample(s)".

 

4.2    The composite sample drawn from a lot shall be displayed for inspection by buyers in special display boxes provided on the display floor for that purpose.

 

4.3          Samples remain the property of the seller.

 

4.4    The net greasy mass of each bale in the particular lot shall be determined after samples have been drawn and the mass thus determined shall be recorded and shall be deemed to be the actual net mass for invoicing purposes.

 

4.5          For the purpose of O M tests:

 

4.5.1       In the case of wool, core samples shall be drawn from each bale in a lot by the seller by using an automatic coring device.

 

4.5.1.1   Pre-sale standard IWTO O M test results, as certified by the Wool Testing Bureau S A, shall be issued by the seller to the buyers on a lot basis.

 

4.5.1.2   Notwithstanding details provided for in 4.5.1.1, length and strength test results, as certified by the Wool Testing Bureau S A, will in certain instances, be provided.

 

4.5.1.3   In the case of mohair, test results will in certain instances, be provided. Where applicable, certification of test results by Wool Testing Bureau S A, will be indicated.

 

4.6    The seller indemnifies the buyer against proven loss resulting from substantial divergence not established prior to sale. "Substantial divergence" in relation to any lot of wool and/or mohair shall mean any bale or bales forming part of or constituting such particular lot which does/do not conform to the display sample in regard to yield, vegetable fault, fibre diameter, colour, style, staple length or any foreign fibre contamination, provided that agreement is reached between the seller and the buyer that the non-conformity occurred before the wool and/or mohair was cleared from the seller's premises.

 

4.7    In the event of a complaint on the grounds of substantial divergence such complaint shall be made in writing to the seller not later than eighteen months after date of sale.

 

4.8    In the event of any dispute such dispute shall be settled by negotiation between the buyer and the seller.

 

 

5.   AUCTION VENUE

 

    5.1  Auction sales shall be conducted at the premises and under the auspices of the Wool and Mohair Exchange of South Africa, hereinafter called the "Exchange".

   

    5.2   All buyers choose the offices of the Exchange as domicillium citandi et executandi and bidding by a prospective buyer confirms and gives notice to the seller of this fact.

 

    5.3  The seller and buyers shall pay levies as at present laid down by the Exchange and by the South African Wool and Mohair Buyers' Association Limited or any levies subsequently imposed by either of these bodies provided that no increase in the seller's levies shall be made without prior consultation with the seller.

 

 

6.   AGENT(S)

 

    6.1  The firm(s) appointed from time to time by the seller as its agent(s) shall act on behalf of the seller.

 

 

7.   SELLING BY AUCTION

   

    7.1   None but "bone fide" bids, audibly given, shall be submitted to or accepted by the auctioneer.

      

    7.2   Bids shall advance by not less than one cent per kg.

        

    7.3   All bids are per kilogram and every bid constitutes an offer to purchase the specific lot offered for sale at the price bid but such offer shall automatically lapse upon acceptance by the auctioneer of a higher bid.  Acceptance of an offer to purchase shall be indicated by the fall of the auctioneer's hammer and shall conclude a contract of sale upon the terms stated in these conditions of sale.

        

    7.4  Should any dispute arise, such dispute shall be decided by the auctioneer, who shall have sole discretion in matters of this sort, who may accept a higher bid or failing that, may declare the lot sold or not sold to the buyer he named immediately prior to the dispute.  The decision of the auctioneer shall be final.  When the highest price bid is not accepted, the auctioneer shall have the right to declare the lot "not sold" or to pass it.

 

    7.5   When a lot is declared not sold, the name of the highest bidder shall be recorded and he shall have the first option to negotiate with the seller for the purchase of such a lot within a period up to 15h00 the day following the auction sale.

 

    7.6  The seller shall not negotiate with any other buyer on such lot before the expiration of the option period as defined in 7.5 above without the prior consent of the highest bidder.

 

    7.7  The buyer or seller shall have the right to cancel the purchase or sale of a lot, provided intimation is given to the auctioneer before the sixth succeeding lot is offered and in the case of the final five lots such intimation shall be given immediately on close of sale.

 

    7.8  In the event of a dispute between a buyer and the seller arising within 24 hours after the seller has delivered the invoice(s) to the buyer in respect of the sale and/or price and/or buyer of any particular lot, such dispute shall be solved by comparing the particulars recorded by the seller with two or more independent buyers other than the buyer raising the dispute. The particulars as recorded by the majority of the above named parties shall decide the issue.

 

7.9    When a buyer intends re-offering wool and/or mohair, written application shall be made to the seller giving full details of the anticipated date of sale and details of the produce to be re-offered.  The seller shall decide each case on its merits but in general such re-offers shall not form part of the main catalogue but shall appear on a separate page at the end of the catalogue. The seller shall not be responsible for the collection of monies from the other buyers on buyers produce nor shall it be responsible for the payment of marketing costs or any other expenses.  Re-offering of wool and/or mohair by a buyer shall not affect the buyer's liabilities of the original sale, and wool and/or mohair held for re-offering shall be at the buyer's risk.

 

 

8.   SELLING BY COMPUTER

   

    8.1   The seller may, at its absolute discretion, offer wool and/or mohair stock (wool and/or mohair already offered for sale by auction) for sale to buyers through the sellers'  computer network.

 

    8.2    The seller undertakes to give reasonable notice to all buyers through the South African Wool and Mohair Buyers' Association, of all such intended offerings specifying the effective date and time as well as catalogue details.

   

    8.3   It is specifically understood that the prices as indicated on the computer shall be treated as the official prices and are not negotiable, unless otherwise agreed.

        

    8.4   Wool and/or mohair booked on computer by a buyer shall constitute a sale and shall be binding.

        

    8.5   The seller reserves the right to withdraw the offering from computer sales at any given time but only after all buyers have been duly informed of such withdrawal through the offices of the S A Wool and Mohair Buyers' Association.

        

 

9.   FACILITIES AND SERVICES TO BUYERS

 

    9.1  The seller undertakes to provide all reasonable facilities to buyers for inspecting and valuing wool and/or mohair being offered for sale on any catalogue.

   

    9.2   The seller undertakes to provide all reasonable services to buyers in respect of handling, pressing and storage (including repacks and/or processed wool and/or mohair), marking, delivery or other agreed services directly related to wool and/or mohair purchased from the seller.  While the seller shall exercise all reasonable care in providing the above services the seller shall not be responsible for any damage other than those caused by the seller in the event of providing these services.  Charges for such services shall be as laid down from time to time by the seller in consultation with the S A Wool and Mohair Buyers' Association Limited.

         

  

10.  PAYMENTS AND DELIVERY

 

    10.1   All purchases are for cash, South African currency, payable at the offices of the seller 5 working days after date of sale (hereinafter termed "due date") provided that payment shall be made not later than 11h00 on due date.

 

    10.2  No wool and/or mohair shall be released by the seller before payment. When delivery is required before due date, payment shall be on demand, at the offices of the seller in respect of the purchase value of the produce to be delivered (and charges accrued on wool and/or mohair required for delivery) before the seller may operate according to the instructions from the buyer, unless the buyer furnishes the seller with either -

 

            10.2.1  a bank guarantee for payment on due date which guarantee shall cover the invoice amount of the produce to be delivered (including charges accrued on the produce required for delivery); or

 

            10.2.2  a bank certified cheque (which will not be presented by the seller for payment before due date) for the total invoice amount of all invoices payable on the same date.

 

10.3     "Payment on due date" in these conditions of sale shall mean payment in cash in South African currency or, where a bank guarantee or cheque is issued, payment by such bank in terms of such guarantee or cheque.

 

10.4      All payments shall include full details (catalogue, lot and invoice numbers, amount payable and due date for payment) of purchases so paid for.

 

10.5      Release of produce after due date shall be effected through computer movement instruction (CMI) or delivery instructions to CMW.

 

10.6      For the release of produce before due date a CMI shall be accompanied by payment and full details of such purchases.

 

10.7      Levies and charges for services as laid  down from time to  time by the seller in consultation with the S A Wool and Mohair Buyers' Association Limited shall be included in all payments.

 

10.8      Notwithstanding anything to the contrary, the seller may refuse delivery of wool and/or mohair purchases until his claim in respect of such wool and/or mohair purchases against the buyer is settled.

 

10.9      All delivery instructions from the buyer per CMI, or delivered to CMW, shall include details of the buyer's marks and individual bale numbers. In cases where all the bales in a lot are not to be delivered, the buyer shall indicate he marks and the bale numbers to be delivered (split delivery instruction).  Notwithstanding anything to the contrary previously mentioned, a CMI shall only be deemed a delivery instruction received by the seller if such produce has been paid for and if the instructions are as set out in these conditions of sale.

 

10.10   All delivery instructions must be received by the seller at least 27 normal working hours before clearance from the seller's warehouse for shipment on the specified vessel or for delivery by road transport. Delivery instructions shall be processed automatically by the seller at 15h00, at which time the 27 normal working hours will commence.

 

10.11   In the event of labour disruptions and disputes, or any matter for reasons beyond the control of the seller, the 27 normal working hours will lapse. The seller undertakes to inform the South African Wool and Mohair Buyers’ Association Limited immediately at its official office of such disputes and will keep the association fully informed of the progress being made in settling these disputes.

 

10.12   The 27 normal working hours referred to in paragraph 10.10 above shall only apply in the case of delivery and shipping functions such as selecting the lots, breaking down of stacks, marking and loading. Should the buyer require any other functions to be performed by the seller, special arrangements shall be made by the buyer to ensure that sufficient time will be available to perform such functions.

 

10.13   The original buyer shall be responsible for the settlement of his own account with the seller and the seller shall under no circumstances accept payment from any other than the original buyer.

 

10.14   The buyer shall pay the seller all relevant charges incurred through making use of the services listed under 9.2 in accordance with the existing conditions, but not included under clause 10.7.

 

10.15   The seller shall provide to the buyer free storage from the date of sale for the period stipulated in CMW’s Tariff of Charges for After Sales Sevices to Wool and Mohair Buyers, as revised and agreed upon, annually.

 

10.16   Notwithstanding anything to the contrary herein contained, the ownership in wool and/or mohair sold in terms of these conditions of sale shall pass to the purchaser upon payment or bank guarantee of the full purchase price and all other accrued charges in terms of these conditions of sale from which date the seller shall hold the wool and/or mohair on behalf of the buyer until the wool and/or mohair is physically delivered upon the buyer's instructions.

 

 

11.  NON-PAYMENT OF DEPOSIT OR PURCHASE PRICE

 

11.1    If a buyer fails:

 

11.1.1    to make a deposit of ten per cent as set out in paragraph 2.4.2 within twenty-four hours of demand, or

 

11.1.2    to furnish a bank guarantee or bank certified cheque as set out in paragraph 10.2 within twenty-four hours of demand, or

 

11.1.3    to effect payment of the purchase price and all other accrued charges as set out in these conditions of sale

 

11.2    The seller shall have the right to refuse delivery and to cancel the sale by written notice to the buyer's address as set out in paragraph 5.2 and proceed to resell such wool and/or mohair either by auction or private treaty; and

 

11.3    The buyer shall be liable for all damages suffered by the seller as a result thereof and shall only be entitled to repayment of such portion of any deposit lodged in terms of paragraph 2.4 or partial payment in terms of paragraph 10.2 as does exceed the amount of damages suffered.

 

11.4    Notwithstanding anything to the contrary hereinbeforementioned, the seller may refuse delivery of any of all undelivered wool and/or mohair if any payment or partial payment on any wool and/or mohair is outstanding on or after due date and may proceed to sell such wool and/or mohair as set out in clause 11.1.

 

 

12.  RISK AND INSURANCE

 

The seller undertakes to arrange in the joint names of itself and the members of SAWAMBA insurance against the risk of loss of or damage to wool and/or mohair sold on the following basis:

 

12.1    Cover to attach from fall of hammer at auctions or from any other time of purchasing by the buyer,  from the seller, and shall continue until physical delivery is effected in accordance with buyers' instructions,

 

12.1.1    to on board steamer;

 

12.1.2    or to first point of physical delivery.

 

12.2    Cover shall re-attach  upon acceptance into the sellers custody of:

 

12.2.1    All wool or mohair bought at auction, as per paragraphs 7 & 8, or

 

12.2.2    all wool or mohair not bought as per paragraphs 7 & 8, the value of which must be declared to CMW on delivery into the CMW warehouse, or

 

12.2.3    Processed wool or mohair, the value of which must be declared to CMW on delivery into the CMW warehouse.

 

12.3    The seller will not be liable for any loss incurred by any buyer on goods in transit as a result of rejection or non payment of goods by the insured.

 

12.4    The perils insured, the extent of cover and the basis of loss settlement as well as all other relevant matters will be agreed between the seller and South African Wool and Mohair Buyers’ Association Limited from time to time.  The seller undertakes to make available full details of cover in force if requested to do so, by any member of SAWAMBA.

 

12.5    The cost of specified insurance will be for the account of the seller.

 

12.6    Compensation for loss and/or damage shall be limited to the extent of the insurance coverage contemplated in paragraphs 12.1 and 12.2.

 

12.7    In the event of a loss the seller may, with the agreement of the buyer, which consent shall not be unreasonably withheld, take all necessary precautions to minimise the loss as required in terms standard insurance policy conditions.

 

12.8    In the event of escalation in premium tariffs, being attributable to loss of or damage to buyers' wool and/or mohair whilst in transit, the seller reserves the right to pass the additional costs to the members of the South African Wool and Mohair Buyers’ Association Limited.

 

12.9    In the event of loss the buyers' claims shall be routed via the seller to the insurer(s).

 

12.10  The seller undertakes to serve fourteen days notice to the South African Wool and Mohair Buyers’ Association Limited of intention to change anything contained in paragraph 12.1 to 12.6.

 

 

13.  CESSION OF RIGHTS, PLEDGES, AND RELEASES

 

13.1    No wool and/or mohair shall be pledged by a buyer before ownership passes to the buyer in terms of paragraph 10.15.

 

13.2    All pledges of wool and/or mohair arranged by a buyer after the passing of ownership and all releases from such pledges must be duly and timeously filed with the seller.

 

13.3    All cessions of a buyer's interest in a contract of sale in terms of these conditions of sale must be duly and timeously filed with the seller.

 

13.4    No shipping or delivery instructions from a buyer shall be accepted by the seller unless accompanied by a written release by the pledgee and/or the written consent of the cessionary.

 

13.5    The cession of a buyer's interest in a contract of sale, the written consent of the cessionary for such ceded wool and/or mohair to be shipped or delivered from warehouses, the pledge from and the release from such pledge must contain details indicating catalogue number, lot number and number of bales.

 

 

 

14.  VALUE ADDED TAX

 

       Value added tax (VAT), at the applicable rate as laid down by the Commissioner of Inland Revenue from time to time, shall be collected on all invoices to buyers.

 

 

15.  ARBITRATION

 

15.1     In the event of any dispute arising as to the terms of or the interpretation of the terms of these conditions of sale, such dispute shall be referred to arbitration in terms of the Arbitration Laws in force in the Republic of South Africa.  (Act Number 42 of 1965).

 

    15.2   Any claim that may arise in respect of any arrangement made pursuant to sales under the Conditions of Sale agreement, shall be subject only to the laws of South Africa.

 

(Document last revised: 19 August 2005)

 

---