GENERAL TERMS OF SALE

1. DEFINITION
   The person, firm, close corporation, company or trust purchasing is hereinafter termed “the Purchaser” and The Lion Match Company (Pty) Limited and any subsidiary or associate company of The Lion Match Company (Pty) Limited is hereinafter termed “the Seller”.
    
2. APPLICATION
   (a) These terms and conditions override and supersede all other conditions and are without prejudice to any securities and/or guarantees which the Seller holds.
   (b) This contract constitutes the entire contract between the parties and no representation by any person, or consensual cancellation hereof or variation or amendment to any of the terms and conditions hereof shall be valid or binding on the Seller unless reduced to writing and signed by an authorised representative of the Seller.
   (c) To the extent that there is any conflict between these standard terms and conditions of contract and a written agreement between the Seller and the Purchaser in respect of a particular transaction, the terms of that written agreement will prevail.
    
3. PAYMENT
   (a) The Purchaser shall effect payment to the Seller of any invoiced amount, free of any bank exchange without deduction or demand or set-off, within 30 days of presentation of any invoices by the Seller to the Purchaser.
   (b) If more than one request/purchase order from the Purchaser is fulfilled by the Seller or more than one service is rendered by the Seller at the instance of the Purchaser, then each request/purchase order/service will be invoiced for and paid for separately but otherwise in accordance with (a) above.
   (c) The Seller shall be entitled to charge interest on all overdue amounts, at the maximum prescribed rate permitted by law, as determined at the date on which such amounts become due and payable, until date of final payment.
   (d) Subject to the NCA (if and to the extent that the NCA applies), should the Purchaser default in paying his account then the whole amount outstanding by the Purchaser to the Seller, from whatsoever cause arising, shall immediately become due and payable notwithstanding the fact that a portion of the amount would not be owing in accordance with the agreed terms of payment and the Seller shall be entitled, but not obliged, to forthwith demand payment of such amount from the Purchaser.
   (e) Should the Purchaser default on any payment obligation under this contract, the Seller will levy (and the Purchaser will pay) default administration charges in respect of each letter which the Seller writes to the Purchaser in terms of the NCA. Such charges will be equal to that payable in respect of a registered letter of demand in an undefended action in terms of the Magistrates Court Act, together with the necessary expenses incurred in delivering such letter.
   (f) The Purchaser agrees that if any portion of an invoiced indebtedness is disputed, then the Purchaser will nevertheless forthwith pay the undisputed portion of such invoiced indebtedness according to the agreed terms of credit allowed to the Purchaser.
   (g) Subject to the NCA (if and to the extent that the NCA applies), if the purchase price is not paid on due date and remains unpaid for 24 hours after the receipt of written notice demanding payment, or if the Purchaser ceases to carry on business, the Seller may, without prejudice to any other rights which it may enjoy, cancel the sale, retain all payments made and recover possession of the goods in respect of which ownership has not passed to the Purchaser.
   (h) Should a cash deposit be made in respect of any amount due to the Seller, a cash deposit fee of 1% of the total payment will be applied to same and calculated on the total payment amount received. The 1% cash deposit fee is payable by the Purchaser to the Seller and will be added to the invoice amount.
   (i) Until the purchase price of any goods has been paid, the Purchaser shall ensure that the goods are adequately insured against the usual risks and produce conclusive proof of such insurance whenever called on so to do by the Seller.
    
4. PRICE
   The price of goods/services will be that quoted to the Purchaser in reference to that particular transaction. The Seller may vary any quoted price by adding thereto the increased cost to it of any goods or components which are supplied to or form a part of goods supplied to the Purchaser resulting from any adverse fluctuation in the rate of exchange between the date of the quotation and the date of supply.
    
5. DISCOUNTS
   (a) The contract price is strictly nett and not subject to any discount unless otherwise agreed to in writing.
   (b) If any discount is agreed to in writing it shall only be allowed if payment is received by the Seller on or before the due date and shall only apply to the actual price of the goods themselves.
   (c) No discount can be given on the official rate of VAT.
    
6. DELIVERY
   (a) Delivery shall be deemed to have been effected: when the goods are off-loaded at the Purchaser’s delivery address if the goods are to be transported by means of the Seller’s vehicle; or when the goods are loaded onto transportation at the Seller’s premises or other depot if the goods are to be transported by the Purchaser or a carrier engaged (whether by the Seller or the Purchaser) to transport the goods for the Purchaser.
   (b) Should the Seller, at the Purchaser's request, agree to engage a carrier to transport the goods for the Purchaser then: (i) the Seller is authorised to engage a carrier on such terms and conditions as it deems fit; (ii) the Purchaser shall indemnify the Seller, as it hereby does, against all demands and claims which may be made against it by the carrier so engaged and all liability which the Seller may incur to the carrier arising out of the transportation of goods; (iii) the carrier shall be deemed to be the Purchaser’s agent regardless of whether such carrier is engaged and/or paid by the Seller or not.
   (c) The risk in and to the goods shall pass to the Purchaser on delivery of the goods to the Purchaser, its agent or carrier as referred to in 6 (a) above.
   (d) Subject to the Consumer Protection Act No. 68 of 2008 (“the CPA”), in so far as it applies, if the Purchaser fails to take delivery of the goods when tendered by the Seller, then: (i) the risk shall immediately pass from the Seller to the Purchaser; (ii) the Purchaser shall pay to the Seller on demand the reasonable costs (including storage and insurance) of keeping the goods during the period of the delay.
   (e) Subject to the CPA, in so far as it applies, the Seller shall be exempted from and shall not be liable under any circumstances for any complaints or claim for any alleged shortage or failure of the alleged goods to comply with the contract unless written notice is received by the Seller within 7 days after delivery of the goods to the Purchaser.
   (f) The signature of any employee or agent of the Purchaser which appears on the Seller’s official delivery note or waybill, or the delivery note of any authorised independent carrier, shall constitute conclusive evidence of delivery of goods purchased.
    
7. If more than one delivery is to be made then the provisions of clause 6 apply to each delivery.
    
8. Notwithstanding any other provision in the contract to the contrary, the Seller’s obligation to deliver the goods shall in all cases be subject to the following conditions precedent: (i) the availability to the Seller of any materials and supplies required for the manufacture of the goods; (ii) the timeous receipt by the Seller of any instructions (including drawings and specifications) required by the Seller from the Purchaser for the manufacture of the goods.
    
9. Time shall not be of the essence of the contract.
    
10. OWNERSHIP AND SET-OFF
    Notwithstanding the delivery of any goods to the Purchaser, ownership thereof shall not pass until the Seller has received payment in full of any and all indebtedness of the Purchaser to the Seller. In the event of the Seller or any holding or subsidiary or fellow subsidiary company of the Seller becoming indebted to the Purchaser, the Seller may, at it’s discretion, set-off such indebtedness against any monies which may be or become owing by the Purchaser to the Seller.
     
11. EXCLUSIONS
    (a) The Seller’s liability to the Purchaser for any damages sustained by the Purchaser from any cause whatsoever, including any damages arising out of the Seller’s negligence or that of its servants, agents or sub-contractors, shall in any event and under all circumstances be limited to the replacement of goods which, at the date of delivery thereof are subject to a patent defect arising from defective materials or workmanship at the Seller’s premises against the return to the Seller of the defective goods.
    (b) Except as provided for in (a) the Seller shall in no circumstances whatsoever be liable for any loss of profit or any damage direct or indirect, consequential or otherwise, sustained by the Purchaser whether or not caused by the negligence of the Seller, its agents or employees.
    (c) Insofar as any of the Seller’s obligations under the contract are carried out by any of its servants, agents, sub-contractors, associates or subsidiaries the provisions of (a) and (b) are stipulated for their benefit as well as the Seller’s and each of them shall be exempted accordingly.
    (d) The Purchaser shall not have any claim of any nature whatsoever against the Seller for any failure by the Seller to carry out any of its obligations under the contract as a result of causes beyond the Seller’s control, including but without being limited to any strike, lock-out, shortage of labour or materials, delays in transport, accidents of any kind, any default or delay by any sub-contractor or supplier of the Seller, riot, political or civil disturbance, the elements, any act of any State or Government, any delay in securing any permit, consent or approval required by the Seller for the supply of goods under the contract, or any other authority, or any other cause whatever beyond the Seller’s absolute and direct control.
    (e) To the extent that any particular exclusion or any part thereof (inclusive of the voetstoots warranty relating to the goods sold) is void or otherwise limited or restricted due to any statutory limitation same as shall be severable and divisible from these standard terms and conditions of contract.
     
12. WARRANTY
    Subject to the CPA, in so far as it applies, all goods are sold voetstoets and without any warranties whatsoever.
     
13. SUSPENSION OF SELLER’S OBLIGATIONS
    If any amount owed by the Purchaser to the Seller is not paid on due date, then without prejudice to any other right which it may have, the Seller may immediately suspend the carrying out of any of its then incompleted obligations until payment is made.
     
14. CANCELLATION
    (a) The Seller may cancel the contract or any incompleted part of it if the Purchaser commits a breach of any of the terms or conditions of the contract.
    or, being an individual dies or is provisionally or finally sequestrated or surrenders or makes application to surrender his estate;
    or, being a partnership, the partnership is terminated;
    or, being a company or close corporation, is placed under a provisional or final order of liquidation or judicial management;
    or, being a trust, is provisionally sequestrated;.
    or, has a judgement recorded against it which remains unsatisfied for 7 days;
    or, compromises or attempts to compromise generally with any of the Purchaser's creditors;
    (b) The Seller’s rights in terms of (a) shall not be exhaustive and shall be in addition to its common law rights.
    (c) No relaxation which the Seller may have permitted on any one or more occasion/s in regard to the carrying out of the Purchaser's obligations shall prejudice or be regarded as a waiver of the Seller’s rights to enforce those obligations on any subsequent occasion.
    (d) Upon the cancellation of the contract for any reason whatever: (i) all amounts then owed by the Purchaser to the Seller in terms of the contract shall become due and payable forthwith; (ii) the Seller may retake possession of goods in respect of which ownership has not passed.
     
15. JURISDICITION
    (a) The Seller shall be entitled but not obliged to institute any proceedings against the Purchaser, arising out of or in connection with this contract for the full balance outstanding including current purchases in any Magistrate's Court having jurisdiction over the Purchaser notwithstanding that the claim or the value of the matter in dispute may exceed the jurisdiction of the Magistrate's Court.
    (b) Further, the Purchaser agrees to be liable for all legal costs in terms of the Supreme Court Act, 1959; the Magistrates’ Court Act, 1944; the Attorneys Act, 1979; the Debt Collector’s Act, 1998, as the case may be, but excluding any default administration charges contemplated in clause 3(e) above, incurred by the Seller in collecting any amount due and/or payable by the Purchaser to the Seller in terms of this contract.
    (c) A certificate signed by any Director of the Seller showing the amount due and owing by the Purchaser to the Seller at any given time shall be prima facie (rebuttable) proof of the facts therein stated for the purpose of all legal proceedings against the Purchaser for the recovery of the said amount.
     
16. DOMICILIUM
    16.1 The Purchaser nominates its trading address as reflected on its credit application form as its domicilium citandi et executandi for service upon it of all letters, notices and processes whether in connection with any claim for any sum due to the Seller or otherwise.
    16.2 Any letter or notice which:
    (a) is delivered by hand at the Purchaser’s domicilium citandi et executandi shall be deemed to have been received by the Purchaser at the time of delivery;
    (b) is posted by pre-paid registered post to the Purchaser at the Purchaser’s domicilium citandi et executandi shall be deemed to have been received by the Purchaser on the seventh day after the date of posting; or
    (c) is transmitted by telefax to the Purchaser at the Purchaser’s domicilium citandi et executandi shall be deemed to have been received by the Purchaser on the date of transmission or, if the transmission is made out of normal business hours, on the first business day following the date of transmission.
     
17. RETURN OF GOODS
    If in the exercise of it’s discretion the Seller agrees, at the request of the Purchaser, to accept the return of goods for credit, which goods were correctly supplied by the Seller and are not faulty or subject to any claim, then the Seller shall be entitled without the necessity of any further agreement to claim from the Purchaser a handling charge of 10% of the invoice price of the goods so returned.
     
18. NO WAIVER
    No extension of time or any other relaxation or indulgence granted by the Seller to the Purchaser shall operate as or be deemed to be a waiver by the Seller of any of its rights under this contract or a novation of any of the terms and conditions of this contract.
     
19. PURCHASER'S WARRANTY AND UNDERTAKING
    The Purchaser hereby warrants that the details completed by the Purchaser in the credit application form are true and correct in each and every respect and that save as disclosed to the Seller in writing the proprietor/partners/members/directors/trustees have never been insolvent or associated with any business failure and that none of the Purchaser's assets are in any way encumbered, and specifically that debtors are neither ceded nor factored. The Purchaser undertakes to notify the Seller in writing of any change of details shown in the credit application form including change of ownership, name and address
     
20. CESSION
    The Purchaser shall not be entitled to cede, assign, transfer, encumber or delegate any of it’s rights, obligations and/or interests in, under or in terms of this Agreement without the prior written consent of the Seller.
     
21. INTERPRETATION
    The headings in these terms and conditions are for convenience only and are not to be taken into account in the interpretation of this contract. Unless the context clearly indicates a contrary intention, words importing any one gender shall include the other two genders, words in the singular include the plural and vice versa, and words importing persons shall include corporate bodies and vice versa.
     
22. LAW APPLICABLE
    The contract between the Seller and the Purchaser shall be governed by and construed in accordance with the laws of the Republic of South Africa and shall be enforceable in the courts of the Republic of South Africa.