Terms & Conditions

These terms and conditions are binding and enforceable against all persons that access www.genesysauto.co.za.

INTERPRETATION AND APPLICATION

1. In these terms and conditions of use:-

1.1. the headings to the clauses are for reference purposes only and shall not aid in the interpretation of the clauses to which they relate;

1.2. unless the context clearly indicates a contrary intention, words importing any one gender include the other gender, the singular includes the plural and vice versa;

1.3. the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have a corresponding meaning, namely

1.3.1. "Company" or “Service Provider” means Genesys Auto Spares (registration number: 2003/012841/07), a private company duly incorporated in accordance with the company laws of the Republic of South Africa, having its chosen address at 26 Genesis Boulevard, Crown Mines, Johannesburg, 2092 and any parent, subsidiary or affiliated Company that may provide any of the Goods referred to in these terms and conditions;

1.3.2. "Customer" means any Person at whose request or on whose behalf the Company undertakes any business or provides any advice, information or Goods, whether gratuitously or for reward;

1.3.3. “E-Commerce” means commercial transactions conducted electronically on the internet and more specifically on the website herein defined;

1.3.4. “Goods" means any automotive aftermarket part and/or accessory listed on the website including but not limited to braking components, engine parts, lubricants, light bulbs, lamps, filters, automotive cooling products, coolants, shock absorbers, transmission products, suspension parts, CV Joints, bearings, oil and water pumps, windscreens and other automotive glass products, sealants, paint, gaskets, sensors of any kind, wiper blades, spark plugs, automotive body panels and/or parts.

1.3.5. "Owner" means the owner of the Goods to which any business concluded under these terms and conditions relate and any other Person who is or may have or acquire any interest, financial or otherwise, therein;

1.3.6. “Person” includes any natural person(s) or anybody or bodies corporate or unincorporated.

1.3.7. “user” means any Person making use of the website by way of a username and password access.

1.3.8. “username” means the identification used by a Person with access to the website.

1.3.9. “this agreement” means these terms and conditions.

1.3.10. “the application” means the process by which the user applies, by completing the membership application form, to become a subscriber by providing the Service Provider with the user’s personal information.

1.3.11. “the ECT Act” means the Electronic Communication and Transactions Act 25 of 2002.

1.3.12. “hyperlink” means a link on the website to any other page or website.

1.3.13. “the online catalogue” means the data base owned by the Company which contains information about the Goods which are for sale to the Users of the website. 1.3.14. “the parties” means the Company, the User, Persons or Customer.

1.3.15. “the POPI Act” means Protection of Personal Information Act 4 of 2013.

1.3.16. “subscription fee” means R 250 (one hundred and fifty Rand) payable monthly in advance to the Company for the use of the online catalogue and services contained therein. APPLICATION PROCESS

2. Users will only be able to access the website if they are registered as a user of the website by completing the application process.

3. The user application is subject to the approval of the Service Provider, which at its sole discretion, may decide to approve, decline or cancel the website user’s access to the website.

4. The application process is subject to the payment of a monthly fee of R 250.00 ex vat is payable in advance on or before the first day of every month which shall be added to the user’s account with Genesys

5. Once the first payment is made in terms of clause 4 herein above, the user(s) shall be granted access to the website. 6. Payments for subscription fees or purchase of any goods made on this website is entirely at the users own risk, for which the Service Provider shall not be liable. It shall be the users own responsibility to ensure that any products, services or information available through this website meet the user’s specific requirements.

7. The Service Provider shall provide the user with login details, being a user name and password, which will enable the user to navigate the website and the online catalogue. 8. Only one session per username will be allowed to run at any given time. Sign in will be authorised and confirmed through the One Time Pin (OTP) authentication process. 9. Users are not permitted to share login or account details with anyone. The Service Provider reserves the right to terminate any subscription/membership without any compensation if users abuse the terms and conditions contained herein. 10. Users will be required to register each member of their staff on the website with a unique username and password. The Customer must also determine the access restrictions with the Service Provider. 11. In the event that an unauthorised person accesses the website using the user’s access codes, the authorised user and the unauthorised person concerned shall be deemed to be jointly and severally liable for any claim, loss or damage howsoever arising from such unauthorised access 12. In the event that a user fails to pay the subscription fee, as per clause 4 herein above, the user shall automatically be prohibited from accessing the online catalogue. 13. The amount of the subscription fee shall increase annually by an amount to be determined by the Service Provider in its sole discretion, taking into account various factors such as inflation. SECURITY AND PRIVACY 14. The Service Provider respects the privacy of everyone who visits the website. 15. This privacy policy will be effective as of the 1st of May 2017. The Company reserves the right to changes the conditions of the policy from time to time. It is the responsibility of the user of the website to ensure that they make themselves aware of the contents hereof and be aware of changes made thereto. 16. Use of this website signifies the user’s consent to the Service Provider to collect and make use of the information in accordance with this policy. 17. The information collected by the user’s access to this website includes: 17.1 Names, contact details including email addresses, addresses and postal codes; 17.2 Users preferences and interests and other information relevant to user surveys and /or offers; 17.3 Information about the computer used and about the visits to and use of this website, including the IP address, geographical location, browser type and version, operating system, referral source, length of visit, page views and website navigation paths. 18. The purposes for which the information is collected include: 18.1 To fulfil online transactions; 18.2 Internal membership records and accounting record keeping; 18.3 To improve Goods and Services; 18.4 To send promotional emails about new Goods, special offers, information of interest to the users and the like; 18.5 To contact users to perform market research from time to time; 18.6 The Service Provider may contact you via email, telephone, facsimile or postal mail; 18.7 To customise the website according to the user’s interest. 19. In order to prevent unauthorised access or disclosure of information contained on the website, the Service Provider has adopted suitable physical, electronic and managerial procedures to safeguard and secure the information collected. However, the Service Provider does not warrant that the contents of the website shall at all times and for all purposes be entirely secure. 20. The website is protected with 128 bit encryption, firewalls and intrusion detection software in a high security data centre. 21. The website may contain hyperlinks to other websites of relevance and interest. The Company has no control over, and are not responsible for, the privacy policies and practices of third parties. 22. The Service Provider shall take all reasonable steps to protect the personal information of users. 23. The Service Provider shall not disclose any personal information from users unless the user consents in writing thereto or the Service Provider is obliged to do so through due legal process. 24. The Service Provider shall not distribute or lease your personal information to third parties. 25. In terms of section 85 to 88 of the ETC Act, any user who commits an offence as set therein shall, notwithstanding criminal prosecution, be liable for all resulting loss and/or damage suffered and/or incurred by the Service Provider and its partners and/or affiliates. 26. Tracking cookies will be used to ensure that the information viewed by the user is for the Customer associated with the username used to log into the website. 27. Personal information held by the Service Provider can be requested by the user at any time and same shall be furnished for a small administration fee payable. Users can request such information from our support team. INTELLECTUAL PROPERTY 28. All of the rights in and to the intellectual property vest in the Service Provider and nothing contained or implied herein shall derogate from such rights in any way DISCLOSURE AS REQUIRED BY THE ECT ACT 29. For the purposes of fulfilling the provisions contained in ECT Act, the Service Provider discloses the following: 29.1 the website owner is GRANDMARK INTERNATIONAL (PTY) LTD; 29.2 the registration number of the Service Provider is 2003/012841/07; 29.3 the website address is http://www.myignite.co.za 29.4 website support can be contacted at 012 942 5700 GOVERNING LAW AND JURISDICTION 30. These terms and conditions shall be governed by and construed in accordance with the laws of the Republic of South Africa. 31. The user agrees that any legal proceedings arising out of or in connection with these trading terms and conditions may be brought in the division of the High Court of South Africa where the Company’s head office is situated at the commencement of the proceedings and the user irrevocably submits to the non-exclusive jurisdiction of that court. VARIATIONS OF TERMS AND CONDITIONS 32. The Service Provider may, at its sole discretion, change these terms and conditions or any part thereof. It is the responsibility of the user to familiarise itself/themselves with these terms and conditions. 33. These terms and conditions take effect on the date of publication on the website and continue indefinitely. 34. The Service Provider is entitled to terminate these terms and conditions or close down the website, subject to the processing any pending purchases. 35. No variation of these terms and conditions shall be binding on the Service Provider unless embodied in a written document signed by a duly authorised Director of the Company. 36.Any purported variation or alteration of these terms and conditions otherwise than as set out herein shall be of no force and effect, whether such purported variation or alteration is written or oral, or takes place before or after receipt of these terms and conditions by the user. COMMUNICATION SERVICES 37. The website may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group. 38. The user agrees to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. The user agrees that in making use of these Communication Services, they shall not: 38.1 Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. 38.2 Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information. 38.3 Upload files that contain software or other material protected by intellectual property laws unless you own or control the rights thereto or have received all necessary consents. 38.4 Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer. 38.5 Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages. 38.6 Conduct or forward surveys, contests, pyramid schemes or chain letters. 38.7 Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner. 38.8 Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded. 38.9 Restrict or inhibit any other user from using and enjoying the Communication Services. 38.10 Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service. 38.11 Harvest or otherwise collect information about others, including e-mail addresses, without their consent. 39. The Service Provider does not claim ownership of the materials you post, upload, and input or submit to the website. However, by posting, uploading, inputting, providing or submitting your material you are granting the Service Provider, its affiliated companies and necessary sub-licensees permission to use your material in connection with the operation of its e-commerce business, including but not limited to, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your submissions and to publish your name in connection with the submission. 40. No compensation will be paid with respect to the use of the aforementioned material and/or submissions. 41. The Service Provider is under no obligation to post or use any submission a user provides and may, at its sole discretion, remove any submission at any time. 42. By posting, uploading, inputting, providing or submitting material or a submission the user warrants that he/she owns or is otherwise control all of the rights to their submission. LIABILITY 43. The information, software, products, and services included in or available through the website may include inaccuracies and/ or typographical errors, for which the Service Provider cannot be held liable for any damages arising thereof. 44. Changes are periodically added to the information contained herein and it is the responsibility of the users to ensure that they are aware of and understand these changes. 45. Advice received via the website should not be relied upon for personal, medical, legal or financial decisions and you should consult an appropriate professional for specific advice tailored to your situation. 46. The user shall satisfy him/herself that the content available from and through the website meets the user’s requirements and is compatible with the user’s computer hardware and/or software. The Service Provider will not be liable for the user’s failure to so satisfy himself and/or the consequences thereof. 47. The Service Provider shall take all reasonable steps to ensure the quality and accuracy of content available on the website. 48. The user acknowledges that the website may be unavailable due to updates or other causes beyond the Service Provider’s control. GENERAL 49. If the whole or any part of a term of this agreement is void or voidable by either party or unenforceable or unlawful, the whole or that part (as the case may be) of that term, shall be severed from this agreement and the remainder of the agreement shall have full force and effect. 50. This agreement constitutes the whole agreement between the parties as to the subject matter hereof and no agreements, representations or warranties between the parties other than those set out herein shall be binding on the parties. ONLINE TERMS AND CONDITONS OF SALE FOR GRANDMARK INTERNATIONAL (PTY) LTD. INTRODUCTION The Grandmark International (Pty) Ltd e-commerce website can be accessed at www.myignite.co.za, related mobile sites and/or applications (herein after referred to as “the website”). This website enables buyers to place electronic orders for one or more products on offer, provided that such Goods are available and not out of stock and to purchase Goods including but not limited to automotive aftermarket parts online and have them delivered to the Purchaser’s chosen address or pick-up points within South Africa. INTERPRETATION AND APPLICATION 1. In these terms and conditions of sale:- 1.1. the headings to the clauses are for reference purposes only and shall not aid in the interpretation of the clauses to which they relate; 1.2. unless the context clearly indicates a contrary intention, words importing any one gender include the other gender, the singular includes the plural and vice versa; 1.3. the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have a corresponding meaning, namely – 1.3.1. "Company" means Grandmark International (Pty) Ltd (registration number: 2003/012841/07), a private company duly incorporated in accordance with the company laws of the Republic of South Africa, having its chosen address at 26 Genesis Boulevard, Crown Mines, Johannesburg, 2092 and any parent, subsidiary or affiliated Company that may provide any of the Goods referred to in these terms and conditions; 1.3.2. "Customer" means any Person at whose request or on whose behalf the Company undertakes any business or provides any advice, information or Goods, whether gratuitously or for reward; 1.3.3. “Director” is a director of a company and is deemed to include a member of a close corporation; 1.3.4. “E-Commerce” means commercial transactions conducted electronically on the internet and more specifically on the website herein defined; 1.3.5. “Goods" means any automotive aftermarket part and/or accessory listed on the website including but not limited to braking components, engine parts, lubricants, light bulbs, lamps, filters, automotive cooling products, coolants, shock absorbers, transmission products, suspension parts, CV Joints, bearings, oil and water pumps, windscreens and other automotive glass products, sealants, paint, gaskets, sensors of any kind, wiper blades, spark plugs, automotive body panels and/or parts. 1.3.6. "Owner" means the owner of the Goods to which any business concluded under these terms and conditions relate and any other Person who is or may have or acquire any interest, financial or otherwise, therein; 1.3.7. “Person” includes any natural person(s) or any body or bodies corporate or unincorporated. 1.3.8. “Purchaser” means any Person at whose request or on whose behalf the Company undertakes any business or provides any advice, information or Goods, whether gratuitously or for reward. 1.3.9. “Services” includes, without limitation, all handling, packaging, loading, unloading, warehousing, transporting, entry, forwarding and clearing of Goods. 1.3.10. “Special Order Goods” mean any Goods that are not held in stock by the Company (a non-stock item) and are therefore ordered and/or manufactured specifically as per the Purchaser’s request. 1.3.11. “User” means any Person making use of the website by way of a username and password access. 1.3.12. “Username” means the identification used by a Person with access to the website. 1.4 These terms and conditions apply to all sales of Goods and/or Services provided by the Company to the Purchaser. 1.5 A Sale and Purchase agreement shall come into existence between the Company and the Purchaser when the Goods are dispatched, a confirmatory email is sent to the Purchaser stipulating that the Goods have been ordered and an order number is furnished therein. 1.6 All brochures, specifications, drawings, catalogues, particulars, shapes, descriptions and illustrations, application guides and information, price lists and other advertising matter are intended only to present a general idea of the Goods and Services described in them. 1.7 Technical specifications are approximations unless specifically stated otherwise. 2. Subject to clause 3, all and any business undertaken or advice, information or Services provided by the Company, whether gratuitous or not, is undertaken or provided subject to these terms and conditions. These terms and conditions shall prevail over any other written document purporting to be a separate agreement unless otherwise agreed to in writing by the Company. 3. If any legislation, including regulations and directives, is compulsorily applicable to any business undertaken, these conditions shall, as regards such business, be read as subject to such legislation, and nothing in these conditions shall, save to the extent repugnant to such legislation, be construed as a surrender by the Company of any of its rights or immunities or as an increase of any of its responsibilities or liabilities under such legislation, and if any part of these conditions be repugnant to such legislation to any extent, such part shall, as regards such business be overridden to that extent but no further. THE COMPANY 4. The Company makes no warranties and representations to the Purchaser save as may be specifically provided herein or as notified in writing by the Company to the Purchaser from time to time. The Purchaser acknowledges that the Company is not in any way bound by any oral statement, representation, guarantee, promise, undertaking, inducement or otherwise which may have been made at any time by any salesman, employee, representative or any Person acting or purporting to act for or on behalf of the Company, whether negligently or otherwise unless such statements, representations, guarantees, promises, undertakings, warranties or inducements are supplied or made in writing by an employee duly authorised by written resolution of the board of Directors of the Company in response to a written enquiry specifying accurately and in complete detail what information is required. 5. Any advice and/or information, in whatever form it may be given, is provided by the Company for the Purchaser only. The Purchaser shall indemnify the Company against all loss and damage suffered as a consequence of passing such advice or information to any third party 6. Pending forwarding and/or delivery by or on behalf of the Company, Goods may be warehoused or otherwise held at any place as determined by the Company in its absolute discretion, at the Customer’s expense. 7. Where the Company acts in the capacity as warehouseman, either as an agent or as a Principal, whether in premises owned , leased or operated by it, or premises operated by a third party all Goods are received, stacked, stored, dispatched and otherwise handled at the risk of the customer. 8. The Company shall have an absolute discretion to determine the means, route, time periods and procedure to be followed in the performance of all or any Service provided in the course of business undertaken subject to these conditions. 9. The Company will not affect any insurance in respect of the Goods except upon the timely express written instructions of the Purchaser in which event the Company shall endeavour to procure such insurance acting always as agent only for and on behalf of the Customer. All insurances procured by the Company are subject to the usual exceptions and conditions of the policies of the insurers or underwriters taking the risk. Unless otherwise agreed in writing, the Company shall not be under any obligation to affect a separate insurance on the Goods, but may in its sole discretion declare it on any open or general policy held by the Company from time to time. 10. Insofar as the Company agrees to procure insurance, the Company acts solely as agent for the Customer. Should any insurer dispute its liability in respect of any Goods, the Purchaser concerned shall have recourse against such insurer only and the Company shall have no responsibility or liability whatsoever in relation thereto notwithstanding that the premium paid on such policy may differ from the amount paid by the Purchaser to the Company in respect thereof. Notwithstanding any term to the contrary contained in these terms and conditions, the Company's liability for the consequences of any failure by the Company to effect insurance on behalf of the Purchaser shall be determined in accordance with the provisions of clauses 52 and 56 of these terms and conditions. 11. If delivery of any Goods is not accepted by the Purchaser or the party nominated by the Purchaser at the appropriate time and place then the Company shall be entitled to store the Goods or any part thereof at no risk to the and Company and at the sole expense of the Customer. 12. Without limiting or affecting any other terms of these terms and conditions, Goods, in the care, custody or control of the Company may at the Customer's expense and with the Customer’s express consent may be sold or disposed of by the Company without notice to the Customer, Owner, and the Purchaser hereby expressly authorizes the Company to pass ownership of such Goods, if – 12.1 such Goods have begun to deteriorate or are likely to deteriorate; 12.2 such Goods are insufficiently addressed or marked; 12.3 the Purchaser cannot be identified; 12.4 the Goods have not been collected or accepted by the Purchaser or any other Person after the expiration of 7 (seven) days from the Company notifying the Purchaser in writing to collect or accept such Goods, provided that if the Company has no address for the Purchaser such notice period shall not be necessary, and payment or tender of the net proceeds, if any, of the sale thereof after deduction of those charges and expenses incurred by the Company in respect thereof shall be equivalent to delivery of such Goods. THE PURCHASER 13. For all purposes hereunder, the Purchaser shall be deemed to have in relation to the Company’s business, the Goods and the Services to be rendered by the Company in regard thereto, reasonable knowledge of all matters directly or indirectly relating thereto or arising there from including, without limitation, terms of sale and purchase and all matter relating thereto and the Purchaser undertakes to supply all pertinent information to the Company. 14. The Purchaser warrants that – 14.1 he is either the Owner or the authorised agent of the Owner of any Goods in respect of which the Purchaser instructs the Company and that he is accepting these conditions not only for himself, but also as agent for and on behalf of the Owner. 14.2 in authorising the Purchaser to enter into any contract with the Company and/or in accepting any document issued by the Company in connection with such contract, the Owner is bound by these terms and conditions for himself and its agents and for any parties on whose behalf it or its agents may act, and in particular, but without prejudice to the generality of the aforegoing, it accepts that the Company shall have the right to enforce against them jointly and severally any liability of the Purchaser under these terms and conditions or to recover from them any sums to be paid by the Purchaser which upon proper demand have not been paid; 14.3 all information and instructions supplied or to be supplied by it to the Company is and shall be accurate, true and comprehensive, and in particular, without derogating from the generality of the aforegoing, the Purchaser shall be deemed to be bound by and warrants the accuracy of all descriptions, values and other particulars furnished to the Company for customs, consular and other purposes, and the Purchaser warrants that it will not withhold any necessary or pertinent information, and indemnifies the Company against all claims, losses penalties, damages, expenses and fines whatsoever, whensoever and howsoever arising as a result of a breach of the aforegoing whether negligently or otherwise including, without derogating from the generality of the aforegoing, any assessment or reassessment; 15. The Purchaser shall save harmless and keep the Company indemnified from and against: 15.1 all and any liability, loss, damage costs and expenses whatsoever, including without prejudice to the generality of the aforegoing, all duties, taxes, imposts, levies, deposits and outlays of whatsoever nature levied by any authority in relations to the Goods, arising out of the Company acting in accordance with the Customer’s instructions, or arising from any breach by the Purchaser of any warranty contained in these conditions, or from the negligence of the Customer, and 15.2 without derogation from sub-clause 16.1 above, all and any liability assumed, or incurred by the Company when, by reason of carrying out the Customer’s instructions, the Company has become liable to any other party, and 15.3 all and any claims, costs and demands whatsoever and by whomsoever made or preferred, in excess of the liability of the Company under the terms of these conditions, regardless of whether such claims, costs, and/or demands arise from, or in connection with, the breach of contract, negligence or breach of duty of the Company, its servants, sub- contractors or agents, and 15.4 any claims of a general average nature which may be made on the Company. 16. The Purchaser undertakes that no claim shall be made against any Director or employee of the Company which imposes or attempts to impose upon him any liability in connection with the rendering of any Services, which are the subject of these terms and conditions, and hereby waives all and any such claims. PRICE 17. In the event that the Company has quoted the Purchaser a specific price for the Goods to be purchased, then that quoted price shall prevail. 18. Should the Company not provide the Purchaser with a quote then the price of the Goods shall be the Company’s current price offered to the Purchaser in keeping with that particular Purchaser’s credit level rating with the Company. The company reserves the right to amend any pricing at its sole discretion. 19. The Company lists prices are exclusive of VAT (Value Added Tax) and are listed as both a recommended retail price and a purchase price. The VAT portion of the purchase price will only reflect on the “check out” page of the website. All prices are exclusive of any other sales tax or duty that may be applicable which will be payable in addition to the price, unless otherwise stated or communicated by the Company to the Purchaser. 20. The Company may vary any quoted price by adding thereto the increased cost resulting from any adverse fluctuation in the exchange rate between the date of the quotation and the date of supply or for any increase in costs occasioned by the circumstances beyond the reasonable control of the Company. 21. The cost of a necessary courier service shall be added onto the purchase price. Once the Goods are in the possession of the courier service, the risk and potential damage associated with those Goods shall rest with the Purchaser. PAYMENT 22. The invoice price shall be paid by the Purchaser without any deduction or set off within the period stipulated thereon. 23. If more than one delivery is made, then each delivery shall be invoiced and paid for separately but in accordance with clause 21 herein above. 24. Unless otherwise specifically agreed to by the Company, the Purchaser agrees that in the event of any dispute whatsoever of any amount as invoiced, the Purchaser shall nevertheless pay the invoice in full to the Company in accordance with these terms and conditions and the Company shall, after due investigation into the disputed amount, pay the Purchaser in accordance with the Company’s terms and conditions. 25. Should the Purchaser default in paying its account, the Company shall be entitled to forthwith demand that the whole amount outstanding by the Purchaser will become due and payable. Furthermore, the Company may immediately suspend the carrying out of any of its uncompleted obligation until payment is made. 26. Until the purchase price of the Goods has been paid, the Purchaser shall ensure that the Goods are adequately insured against the usual risks and shall produce conclusive proof of such insurance, whenever called upon to do so by the Company. 27. All direct payments must be deposited into the Company’s bank account which is stipulated on the invoice or statement provided to the Customer, the details of which may be changed by the Company, from time to time on written notice to the Customer. 28. Payment of the monthly subscription amount for the website shall be billed to the account holders in arrears every month. DELIVERY 29. Delivery shall be completed when Goods are: 29.1 Off loaded at their destination, if Goods are to be transported by means of the Company’s vehicle; 29.2 When the Goods are loaded if the Goods are to be transported by the Purchaser or a carrier engaged, whether by the Company or the Purchaser, to transport the Goods to the Purchaser; 29.3 Should the Company, at the Purchaser’s request, agree to engage a carrier to transport the Goods on behalf of the Purchaser, then: 29.3.1 The Company is authorised to engage a carrier on such terms and conditions, as it deems fit; 29.3.2 The Purchaser shall indemnify the Company against all demands and claims that may be made against it by the carrier so engaged and all liability that the Company may incur to carrier arising out of the transportation of the Goods. 29.4 The risk in the Goods shall pass to the Purchaser, on delivery of the Goods, to the Purchaser or the carrier engaged as per 29.2 above. 29.5 If the Purchaser fails to take delivery of the Goods on due date, then risk shall immediately pass from the Company to the Purchaser and the Purchaser shall refund to the Company, on demand, the reasonable costs, including storage and insurance costs of keeping the Goods during the period of that delay. Provided however that the Purchaser agrees that should it not collect and take delivery of the Goods within 30 (thirty) days of notice to it by the Company to do so, the Company shall be entitled to remove and dispose of the Goods as it sees fit and without any prejudice to it. 29.6 Unless the Purchaser requests authority for return of Goods for credit (RFC), the Company shall be exempted from and shall not be liable under any circumstances for any complaints or claims for any alleged shortage or failure of the alleged Goods to comply with the terms of contract. 29.7 The signature of any employee, representative or agent of the Purchaser, which appears on the Company’s official delivery note or waybill or the delivery note of any authorised independent carrier, will constitute conclusive evidence of delivery of Goods purchased. 29.8 Notwithstanding any other provision in these terms and conditions to the contrary, the Company’s obligation to deliver the Goods shall in all cases be subjected to the following conditions precedent: 29.8.1 Availability of stock to the Company. 29.8.2 The timely receipt by the Company of any instructions pertaining to such Goods. 29.8.3 Time of delivery will not be of the essence and any delivery date is an estimate only. The Company will use all reasonable endeavours to avoid late deliveries. DEFECTIVE GOODS AND RETURN OF GOODS 30. Prior authorisation, by way of an authorisation number, from a Company’s authorised representative must be obtained reflecting only one invoice/delivery note number per return. 31. The returned Goods and the packaging must be in its original and/ or resalable condition, as determined by the Company. 32. In order for the Purchaser to qualify for a credit, the Goods must be returned to the Company within 7 (seven) days of receipt of the authorization number referred to in clause 30. 33. The Company shall not accept special order Goods for credit. 34. The Company may, at its own discretion, accept the return of Goods that were correctly supplied in accordance with the Purchaser’s order. If it does so, the following conditions may apply: 34.1 The Purchaser will be liable for a handling charge of 10% of the value of the order, at the Company's discretion; and 34.2 The handling charge will be deducted from any credit note issued to the Purchaser by the Company. 35. Subject to clause 34 herein, the Company shall not give the Purchaser any cash refund for any Goods returned for any reason whatsoever. 36. Prior authorisation, by way of an authorisation number, from a Company’s authorised representative is required where the Purchaser may be entitled to a credit due to a difference in pricing alternatively an erroneous invoice. 37. A Certificate signed by any director of the Company shall be prima facie proof of the amount due to the Company and shall constitute sufficient proof of the Purchaser’s indebtedness, if any, to the Company. 38. Goods purchased on promotion or sale may not be exchanged or returned. LIABILITY 39. The Company shall not be liable for any claim of whatsoever nature, whether in contract or in delict, and howsoever arising, whether for damages or otherwise, including but without limiting the generality of the aforesaid – 39.1 any claim arising directly or indirectly from any negligent act or omission or statement by the Company or its servants, agents, nominees or sub-contractors; 39.2 any claim arising directly or indirectly from any act or omission of the Purchaser or agent of the Purchaser with whom the Company deals; 39.3 any loss, damage or expense arising from or in any way connected with the marking, labelling, numbering, non-delivery, mis-delivery or late delivery of any Goods; 39.4 any loss, damage or expense arising from or in any way connected with the weight, measurements, contents, quality, inherent vice, defect or description of any Goods; 39.5 any loss, damage or expense arising from or in any way connected with any act of God, act of government or other authority, 39.6 damages arising from loss of market or attributable to delay in forwarding or in transit or failure to carry out any instructions given to the Company; 39.7 loss or non-delivery of any separate package forming part of a consignment or loss from a package or an unpacked consignment or for damage or mis-delivery; 39.8 damages or injury suffered by the Purchaser or any Person whatsoever arising out of any cause whatsoever as a result of the Company's execution or attempted execution of its obligations to the Purchaser and/or the Customer's requirements or mandate; or 39.9 any breach by the Company, whether such breach is wilful, negligent or innocent, or any contractual obligation of the Company to the Customer. 40. Notwithstanding anything to the contrary contained in these terms and conditions, the Company shall not be liable for any indirect and consequential loss or damages howsoever arising and of whatsoever nature, regardless of the sole or concurrent negligence, gross negligence, reckless or intentional act or omission, including but not limited to any breach by the Company, whether such breach is wilful, negligent or innocent, or any contractual obligation of the Company to the Customer, of the Company, its servants, agents or subcontractors. 41. Notwithstanding anything to the contrary contained in these trading terms and conditions, the Company shall not be liable for any loss or damages of whatsoever nature arising whether directly or indirectly, from the intentional, negligent or wilful conduct of the Company's servants, agents or sub-contractors. 42. Where any compulsorily applicable law or convention regulates the Services rendered by the Company and/or the loss of or damage to any Goods, and the provisions of such law or convention precludes the Company from contracting out of the provisions thereof, then the liability of the Company to the Customer, if any, shall be determined in accordance with such law or convention. 43. Any claim by the Purchaser against the Company of whatsoever nature and howsoever arising, shall be made in writing and notified to the Company within 14 days of the date upon which the Purchaser became or ought reasonably to have become, aware of the event or occurrence alleged to give raise to such claim, and any claim not made and notified as aforesaid shall be deemed to be waived and absolutely barred. SPECIAL CONDITIONS RELATING TO ELECTRONIC DATA 44. Notwithstanding the provisions of any legislation or other law regulating electronic communications and transactions, the Company shall only be deemed to have received electronic data and/or messages, when such electronic data and/or messages have been retrieved, processed and read by the addressee. 45. Under no circumstances whatsoever and howsoever arising (including but not limited to the part of the Company or its employees) shall the Company be liable for any loss or damage arising from or consequent upon the provision by the Company to the Purchaser in whatever manner and/or form, of incorrect information, including electronically communicated information or data, where such incorrect information or data has been generated by and provided to the Company by any Person with whom the Company conducts business, and/or any other third party. 46. The Company shall furthermore under no circumstances whatsoever be liable for any loss or damage arising from or consequent upon any failure and/or malfunction, for whatever reason, and regardless of negligence in whatever degree on the part of the Company, of the Company's computer systems and/or software programmes, provided and/or operated by the Company and/or by any Person with whom the Company conducts business, and/or any third party, and which systems shall include the Company's electronic automated information Service provided to its Customers. BREACH AND/OR CANCELLATION OF THE ORDER 47. The Company may cancel this contract or any uncompleted part of it if the Purchaser commits a breach of any of the terms and conditions of this contract or, being an individual, dies or is provisionally or finally sequestrated, surrenders or makes application to surrender his estate or, being a partnership/close corporation is terminated, or being a company is placed under a provisional or final order of liquidation or judicial management, or has a judgment recorded against it which remains unsatisfied for 7 (seven) days or compromises or attempts to compromise generally with any of its creditors. Upon the cancellation of the contract for any reason whatever, all amounts then owed by the Purchaser to the Company in terms of the contract shall become due and payable forthwith. VARIATIONS OF TERMS AND CONDITIONS 48. The Company may, at its sole discretion, change these terms and conditions or any part thereof. It is the responsibility of the Customer to familiarise it/themselves with the terms and conditions before purchasing Goods. 49. These terms and conditions take effect on the date of publication on the website and continue indefinitely. 50. The Company is entitled to terminate these terms and conditions or close down the website, subject to processing any pending purchases. 51. No variation of these trading terms and conditions shall be binding on the Company unless embodied in a written document signed by a duly authorised Director of the Company. Any purported variation or alteration of these terms and conditions otherwise than as set out above shall be of no force and effect, whether such purported variation or alteration is written or oral, or takes place before or after receipt of these terms and conditions by the Customer. WARRANTY 52. The Company warrants that the Goods are only warranted against latent defects and bad workmanship for a period of 12 (twelve) months from the date of delivery. Notwithstanding the aforesaid, Goods may carry their own unique warranty in addition to and possibly longer than the standard warranty of the Company. FORCE MAJEURE 53. The Company shall not be in breach of these terms and conditions, where the inability to comply with any obligation is caused by a Force Majeure. Force Majeure shall include, but is not limited to: war, riots, civil commotion, natural physical disaster, strike or industrial action by either party’s employees, any action by government or public authority, and circumstances wholly beyond the control of the parties. GOVERNING LAW AND JURISDICTION 54. These terms and conditions and all agreements entered into between the Company and the Purchaser pursuant thereto and on the terms thereof shall be governed by and construed in accordance with the laws of the Republic of South Africa. 55. The Purchaser agrees that any legal proceedings arising out of or in connection with these trading terms and conditions may be brought in the division of the High Court of South Africa where the Company’s head office is situated at the commencement of the proceedings and the Purchaser irrevocably submits to the non-exclusive jurisdiction of that court. 56. At the sole option of the Company, all disputes arising out of or in connection with these trading terms and conditions or with any contractual relationship or other business dealings between the parties shall be referred for arbitration in the city or town in which the Company’s head office is located at the time of the referral under the Rules of the Arbitration Foundation of South Africa or under the Rules of Arbitration of the International Chamber of Commerce, as the Company may elect , by one or more arbitrators appointed in accordance with the said rules, whose award shall be binding upon the parties. GENERAL 57. Any change of any information relating to the Purchaser including any address, domicilium citandi et executandi, change in ownership and/or shareholding or membership shall be the responsibility of the purchaser to update on the website in the manner provided for. 58. No indulgence, latitude or extension of time which may be allowed by the Company to the Purchaser in respect of any payment or any other matter provided for herein shall under any circumstances be deemed to be a waiver of the Company’s rights at any time. Furthermore, no indulgence, latitude or extension of time shall affect any of the Company’s rights or estop or preclude the Company from enforcing of its rights and the Company shall without notice be entitled to require strict and punctual compliance with each and every provision or term hereof 59. If the whole or any part of a term of this agreement is void or voidable by either party or unenforceable or unlawful, the whole or that part (as the case may be) of that term, shall be severed from this agreement and the remainder of the agreement shall have full force and effect.