RACING SOUTH AFRICA
STANDARD TERMS & CONDITIONS OF BUSINESS
1. DEFINITIONS
In these terms:
1.1 “Company” means the Horseracing South Africa (Pty) Ltd;
1.2 “Client” means any person or legal entity at whose request or on whose behalf the
Company agrees to act, undertake any service or carry Bloodstock including (but
without prejudice to the generality of the foregoing) any carrier for whom the
Company acts as agent or any agent or representative of the Owner of the
Bloodstock;
1.3 “Owner” means the owner of the Bloodstock, and any other person who is or may
become interested in them;
1.4 “Bloodstock” means any horse, animal, livestock, goods, package or equipment
whatsoever to which any business concluded between the Client and the Company
relates;
1.5 “Contract” means the agreement between the Client and the Company for any work
to be undertaken by the Company on behalf of or at the request of the Client
including work or services undertaken gratuitously;
1.6 “Quarantine” means the period spent in pre-export isolation at Kenilworth Quarantine
Station or any other facility provided by the Company;
1.7 “Transport” means the carriage by whatever means of the Bloodstock by the
Company on behalf of or at the request of the Client, which results in the export of
the Bloodstock;
1.8 “Consignment” means the Bloodstock to be carried by the Company whether
comprising individual animals or a group of animals;
1.9 “Business” means the Contracts undertaken by the Company and services ancillary
thereto including those undertaken gratuitously;
1.10 “Principal” means any party acting on his own behalf and not as an agent;
1.11 “Agent” means any party acting on behalf of a Principal;
1.12 “PEQ Fee” means the fee for services provided during pre-export isolation;
1.13 “Residency Fee” means the fee for services provided during pre-quarantine
residency;
1.14 “Transport Fee” means the freight and all local handling fees associated with the
Transport;
1.15 “Carrier” means the airline contracted to provide the Transport;
1.16 “KQS” means Kenilworth Quarantine Station;
1.17 “Lien” is a legal term whereby a person, the “lien holder”, is in possession of
another’s property on which he has expended money or labour, then the “lien holder”
has the right to retain physical control of the property until compensated.
2. GENERAL
2.1 It is recorded that the Client has contracted with the Company to Quarantine and
Transport Bloodstock as set out below.
2.2 The Client’s attention is drawn to Clauses that limit or exclude the Company’s
liability in respect of negligence of whatsoever nature when carrying out work for the
Client. It is strongly recommended that the appropriate insurance is procured by the
Client to cover the duration of the Quarantine and Transport and to cover any loss or
injury caused to the Bloodstock which the Company is quarantining or transporting
on the Client’s behalf.
3. COMPANY’S OBLIGATIONS
3.1 The Company undertakes to provide the client with a Quarantine and Transport
solution.
3.2 The Quarantine services and facilities provided by the Company at KQS are set out as
annexed hereto marked “Annexure 1”.
3.3 Subject to these terms and conditions and upon specific written agreement between
the parties, the Company will provide additional services ancillary to and
complimentary to the quarantining and transporting of Bloodstock. The Company
shall be entitled to charge fees for these services at the scale of fees prevailing at the
date of the Company’s invoice or as otherwise specifically agreed with the Client or
provided for in this Agreement. Advice and information that is not related to specific
instructions accepted by the Company is provided gratuitously and without any
liability whatsoever being incurred by the Company.
3.4 The Company will procure the carriage, safe keeping, packing or handling of
Bloodstock as an Agent, alternatively, will provide such services as a Principal.
When acting as an Agent the Company will act solely on behalf of the Client in
establishing contracts with third parties. At the Client’s request the Company will
provide evidence of any contract negotiated with such third party on the client’s
behalf and in the event that the Company is unable to do so it shall be deemed to have
acted as a Principal.
3.5 The Company shall have a reasonable liberty, within industry norms, as to the means,
routes and procedures to be followed in the Transport, handling and safekeeping of
the Bloodstock. Save where the Company has agreed in writing with the Client in its
function of providing Transport, to arrange delivery of Bloodstock to a specified
destination by a specified date, the Company accepts no responsibility for departure
or arrival dates of Bloodstock. The Company’s responsibility shall only be to use
reasonable endeavours to deliver the Bloodstock to the specified destination by the
specified date given and accepted as foresaid.
3.6 The Company will not accept or deal with Bloodstock of dangerous or damaging
nature, nor with horses suffering from any infectious or contagious disease or which
may have been in contact with other infected animals. Should the Client deliver to
the Company or cause the Company to deal with such Bloodstock without such
written instructions and consent he shall be liable for all loss or damage arising to or
from such Bloodstock and shall indemnify the Company against all claims, costs and
expenses whatsoever arising in connection therewith and the Bloodstock may be dealt
with in such manner (including destruction) as a Company or other person having
custody of the Bloodstock shall think fit.
3.7 If the Client or Owner or their nominee does not take prompt delivery of any
consignment the Company shall be entitled to board or store the consignment at the
Client’s or Owner’s risk and expense. Should the consignment not be collected
within a reasonable time after notice to the Client or Owner the Company may sell or
otherwise dispose of such consignment at the expense of such party without any
obligation as to any particular price and after deducting any monies owing to the
Company (including sale or disposal costs) and account to the Client for any balance
provided that if any sum shall remain owing to the Company after such sale or
disposal such sum shall be a debt due and payable to the Company in the usual
manner.
3.8 The Company shall be under no obligation to transport or deliver the Bloodstock until
all freight and other charges have been paid by the Client.
3.9 The Transport of any consignment is undertaken by the Company as Agent for the
Client and the Contract in such cases shall be between the Client and the Carrier.
Transport shall be subject to the terms and conditions of the Carrier.
4. CLIENT’S OBLIGATIONS
4.1 The Client warrants that he is either the Owner of the Bloodstock or the authorised
Agent for the Owner and accepts the terms both personally and as the Agent on
behalf of any such Owner.
4.2 Save to the extent that the Client reasonably relies upon advice given to him by the
Company as part of the services to be performed by the Company under the Contract,
the Client warrants that the Bloodstock which the Client instructs the Company to
Quarantine and/or Transport are in all respects in a fit condition to be so dealt with
and to survive or endure normal Quarantine and/or Transport without damage or
injury and have not to the knowledge of the Client been in contact with any diseased
or infected animal.
4.3 The Client accepts in full the terms of the Quarantine Indemnity Agreement annexed
hereto marked “Annexure 2”.
4.4 The Client agrees that the Company will have a lien on all Bloodstock and
documentation. If such lien is not satisfied such Bloodstock may be sold or otherwise
disposed of in such manner and at such price as the Company in its absolute
discretion thinks fit at the Client or Owner’s expense to defray any sums due to the
Company and the expense of safekeeping prior to sale and costs of sale shall be added
to any existing debt owed by such Client or Owner. The Company shall not be
obliged in exercising such lien to achieve any particular price or value for the
Bloodstock disposed of.
5. PAYMENT
5.1 The Client will pay to the Company the Quarantine Fee as follows:
(a) By the close of business on the day preceding the start of the relevant
Quarantine period, 60% of the PEQ Fee and, if applicable, the Residency
Fees owing in full.
(b) 40% (the balance) of the PEQ Fee 10 working days prior to the conclusion of
the Quarantine period. In the event that this 10 day period commences on a
weekend or public holiday, this payment will be made on the last working
day preceding such weekend or public holiday.
5.2 The Client will pay to the Company the Transport Fee in full ten (10) days prior to
the conclusion of the Quarantine period. In the event that this 10 day period
commences on a Saturday, Sunday or public holiday, then payment will be made on
the Business Day preceding the Saturday, Sunday or public holiday. Only upon
receipt of a written instruction to do so from the Company, should the Client make
payment directly to the Carrier.
5.3 Notwithstanding anything to the contrary contained in this Agreement, should the
Client fail to pay the Transport Fee in full on the due date, the Company shall be
entitled to exercise the provisions of clauses 3.8 and/or 4.4 .
5.4 Any quotations are given on the basis of the rates and charges in force at the date of
quotation but the Client shall be liable to pay for services at the rates and charges
prevailing at the date the service is performed if different. Only quotations given in
writing are valid.
6. CANCELLATION
6.1 In the event of the Company having to cancel Quarantine for any reason whatsoever,
save and except where such cancellation is through no fault of its own, the following
cancellation fees shall apply: 50% of agreed PEQ Fee per horse per day that the horse
is stabled at Quarantine, payable within five working days of the date of cancellation.
6.2 In the event of the Client cancelling Quarantine for any reason whatsoever, the
following cancellation fees shall apply: 100% of agreed PEQ Fee per horse per day
that the horse is stabled at Quarantine, payable within five working days of the date
of cancellation.
6.3 In the event of the Transport of the Bloodstock being cancelled for any reason
whatsoever, the Client will pay to the Company any costs that may have been
incurred in respect of the Transport for the Client in question as prescribed by the
Carrier Agreement.
7. NO PAYMENTS WITHHELD
No claim whatsoever by the Client against the Company shall entitle the Client to
withhold payment of the whole or any part of invoices due for settlement.
8. THE COMPANY’S SERVICES
8.1 Subject to these terms and conditions, upon specific written agreement with the
Client, the Company is able to provide additional services ancillary to and
complementary to the Quarantining and forwarding of Bloodstock;
8.2 The Company shall be entitled to charge fees for these services at the scale fees
prevailing at the date of the Company’s invoice or as otherwise specifically agreed
with the Client or provided for in this agreement;
8.3 Advice and information that is not related to specific instructions accepted by the
company is provided gratuitously and without any liability whatsoever being incurred
by the Company.
9. EXPORT AND IMPORT LICENCES AND VETERINARY CERTIFICATES
Unless otherwise agreed to in writing by the parties, it shall be the Client’s
responsibility to obtain any import or export licence required in respect of the
Bloodstock. The Client shall in advance of departure, supply the Company with all
necessary identification papers, certificates or other documents required by statutory
or other order rule or regulation of either South Africa or any country through which
the Bloodstock is being transported. The Company shall not be responsible for any
delay or loss arising from the Client’s failure to comply with such obligation.
10. COSTS
Costs incurred by the Company in recovery of any debt shall be payable by the
Client, on an attorney and own client scale.
11. JURISDICTION
All dealings between the Company and its Clients whether contractual or arising from
issues of negligence shall be governed by South African Law and any dispute arising
between any Client and the Company shall be heard and determined solely in South
Africa.
12. SIGNATURE AND AUTHORITY
12.1 The person signing for and on behalf of the Client, by his/her signature to this
Agreement, warrants his/her authority to act on behalf of the Client.
12.2 The Agent hereby warrants in favour of the Company that it is duly authorised by the
owner/s, or other interested parties who may have any legal claim to any horse/s, to
enter into this agreement and to furnish the indemnities set out herein
12.3 The Agent hereby agrees that in the event that it transpires that he was not duly
authorised by the Owner/s, or other interested parties who may have any legal claim
to any of the Bloodstock, then the Agent will be personally liable to the Company for
any expenses or losses incurred by it as a result of such misrepresentation by the
Agent.
13. GENERAL AND MISCELLANEOUS
13.1 Sole Record of Agreement
This Agreement together with the conditions and terms of the annexures and
addendums, constitutes the sole record of the agreement between the parties with
regard to the subject matter hereof. No party shall be bound by any express or
implied term, representation, warranty, promise or the like not recorded herein.
13.2 No Amendments except in Writing
No addition to, variation of, or agreed cancellation of, this Agreement shall be of any
force or effect unless in writing and signed by or on behalf of the parties.
13.3 Waivers
No relaxation or indulgence which any party may grant to any other shall constitute a
waiver of the rights of that party and shall not preclude that party from exercising any
rights which may have arisen in the past or which might arise in future.
13.4 Survival of Obligations
Any provision of this Agreement which contemplates performance or observance
subsequent to any termination or expiration of this Agreement shall survive any
termination or expiration of this Agreement of this Agreement and continue in full
force and effect.
13.5 Approvals and Consents
An approval or consent given by a party under this Agreement shall only be valid if
in writing and shall not relieve the other party from responsibility for complying with
the requirements of this Agreement nor shall it be construed as a waiver of any rights
under this Agreement except as and to the extent otherwise expressly provided in
such approval or consent, or elsewhere in this Agreement.
13.6 Headings
Groups of clauses are for indicative purposes only and are not to be used in the
interpretation of such clause.