Terms and Conditions of Sale

1. Definitions: In these terms and conditions the following expressions shall have the meanings hereby given to them: “The Company” means Häfele South Africa (Pty) Ltd., a company with limited liability, duly incorporated and registered as such in terms of the company laws of the Republic of South Africa and having its principal place of business and registered address at Unit 6, Cranberry Industrial Park, Cranberry Street, Honeydew, Ext. 22 “The Customer” means the person, company or legal entity ordering the goods as reflected on the customer order form “The Goods” means the items sold by the company to the customer as reflected on the company's invoice. "The application" includes these written terms and conditions, the order form and account opening form "

2. The customer accepts that the application form and these terms and conditions shall apply to the exclusion of all others whether implied or proposed by the customer orally or in writing, unless expressly accepted by the company and in writing. No variation of these terms and conditions shall be valid unless agreed to in writing and signed by an authorized person on behalf of the company and on behalf of the customer.

3. No person employed by the company, nor any agents of the company have any authority to make or give any representation or warranties whatsoever, whether verbal or written in relation to the goods. The provision of any quotation or estimate by the company does not form part of any offer or representation made by them. All specifications, drawings, descriptions and catalogues issued by, or on behalf of the company are intended merely to give a general description of the Goods that the company is able to supply and any person reading them may not rely on anything contained therein as being a representations of fact concerning the Goods produced by the company or a warranty relating thereto, whether as to their condition or otherwise.

4. In the event of the customer being a company, close corporation or any other legal entity, the signatory to the application form shall become bound as surety and co- principal debtor subject to the following terms and conditions:

a) I, the said surety bind and interpose myself to and in favour of the company as surety and co principal debtor with the customer for due and punctual payment by the customer to the company of the amount which is now or which may hereafter become owing by and for the due and faithful performance by the customer of any obligation of any whatsoever nature which it may now or in future owe to the company. The customer's indebtedness to the company which is secured by this clause shall include any damages for which the principal debtor may become liable to the company for breach of this contract or otherwise however arising.

b) This suretyship and undertaking shall be a continuing covering security for any present or future indebtedness of the customer to the company and shall remain in full force and effect notwithstanding any fluctuation in or even temporary extinction of such indebtedness.

c) No alteration or variation of any present or future agreement between the customer and the company shall in any way release me from my liability in terms of this clause.

d) A certificate under the hand of the Financial Director of the Company as to the existence and the amount of the Customer’s indebtedness to the Company, shall be prima facie proof of the contents and correctness thereof and of the amount of the Customer’s indebtedness for the purpose of provisional sentence or summary judgment or any other proceedings against the Customer in any competent Court, and shall be valid and constitute a liquid document for such purposes. Furthermore, it shall not be necessary to prove the appointment of the person signing such a certificate and it shall be deemed to be sufficient particularly for the purpose of any action or any other proceeding instituted by the Company against the Customer.

e) I hereby renounce the benefits of the legal exceptions of excussion, division, cession or no value received and revision of accounts, the force and meaning and effects of which I declare myself to be fully acquainted.

f) I accept all the terms and conditions of sale contained in this entire agreement which I understand and which I have read. I also accept that this suretyship is complete and reasonable in every respect and that I have read and understood same.

5. The company reserves the right to amend the order placed by the customer and the company will then advise the customer who may only on seven days written notice cancel the contract and pay a cancellation charge of fifteen per cent of the purchase price. In all other cases of cancellation the customer will be liable to the company for all costs or work carried out and parts or materials ordered by the company up to the date of cancellation.

6. a) The customer shall pay the full price of the goods to the company within 30 days of the date of the company's invoice, even though delivery is in fact delayed through no fault of the company. Payment shall be made in ZAR free of exchange, deduction or set off.

b) Interest at the morae rate shall be calculated on all overdue accounts.

c) VAT is payable on all charges at the applicable rate rulings from time to time.

d) Delivery fees are payable for all deliveries made. e) The customer shall be liable for the company’s tracing, collection and legal charges on an attorney and client scale, if such be necessitated.

7. All stock Returns must be pre-arranged with our office within 7 days of receipt of goods. Returns will only be accepted if accompanied by a fully completed and signed Stock Return Application and are subject to a 15% handling fee. No delivery charges will be credited.

8. All non-stock items that need to be ordered from Germany, must be prepaid and may not be returned. Airfreight orders will only be placed upon receipt of written confirmation and proof of payment by 15h00 on Mondays for delivery in ± 10 working days depending on availability in Germany.

9. The Company shall be under no obligation notwithstanding any agreement to the contrary or favourable credit rating to provide the goods due under contract, if the company has bona fide doubts as to the solvency of the customer. The company may in such circumstances without any liability on its part withhold goods contracted to be sold to the customer without any repudiation of the contract being implied or expressed or any legal proceedings being necessary.

10. Whilst the company shall make every effort to place the goods at the disposal of the customer as soon as possible, time shall not be of the essence in this regard.

11. Until the company has been paid in full for all goods sold by it to the customer under any contract whatsoever between the customer and the company:

a) The goods shall remain the property of the company.

b) Should the goods or any of them be affixed or added to any other items, such affixation shall be effected by the customer solely as agent for the company and the company shall have full legal and beneficial title to the whole of the new product thereby created.

c) The customer shall store the Goods and any new products as referred to in (b) above separately and in such a way that they can be readily identified as being the property of the company, should the company so require. Subjects to (e) and (f) below the customer shall be at liberty to sell the Goods and the said new products in the ordinary course of business on the basis that the customer shall be under a fiduciary duty to the company to account to the company for the proceeds of such sale but may deduct from such proceeds in accounting therefore to the company any excess of such proceeds over the total amount due from the customer to the company under any contract whatsoever, provided that the customer shall have no authority to enter into any contract of sale on behalf of the company. Any contract of sale shall be accordingly concluded in the name of the customer. The company may at any time revoke the customer’s order by notice to the customer if the customer is in default for payment of any sum whatsoever due to the company in respect of any Goods or services supplied to the customer by the company or any other sums whatsoever, or if any bill of exchange, cheque or any other negotiable instrument drawn or accepted by the customer in favour of the company is dishonoured on presentation for payment or if the company has bona fide doubts as to the solvency of the customer. The Customer’s order shall automatically cease if a provisional liquidator or trustee is appointed over any, or all of the assets or undertaking of the customer or a winding up order is made against the customer or the customer goes into liquidation or sequestration (otherwise than for the purpose of reconstruction or amalgamation) or calls a meeting of, or makes any arrangement or composition with creditors or commits any act of Insolvency. g) Upon determination of the customer’s order under (e) or (f) above the customer shall place the goods and the new product referred to in (b) above at the disposal of the company who shall be entitled to enter upon any premises of the customer for the purpose of removing such Goods and new products and to remove such Goods and new products from the premises. Provided that where payment is made by means of a bill of exchange, cheque or other negotiable instrument, the company shall not be deemed to have received payment for the purpose of the above clause until the bill of exchange, cheque or other negotiable instrument has been offered on presentation for payment, notwithstanding that the company may have negotiated it and received value therefor.

12. Unless a written notification of complaint about the quality or quantity of Goods is received by the company within seven days of taking delivery thereof, the customer shall be deemed to have accepted the Goods.

13. The company warrants that the goods are of a merchantable quality but does not warrant that the goods are fit for any specific purpose and accepts no liability for loss or damage suffered by the customer as a result of any defect in the design, materials or workmanship of the goods.

14. a). Without limiting the above the company expressly excludes any liability arising from: failure to comply with the company's instructions for fitting and installation; or use of the goods in excess of performance lead-bearing specifications stated in the company's catalogue; or any modification or adaptation made to the goods by the customer or any third party;

and b) the company shall not be liable in any circumstances whatsoever to the customer for : i. any loss of profits or contracts suffered by the customer; and any loss or damage in circumstances over which the company has no control; and ii. any indirect or consequential loss of any nature arising out of the defect. Nothing in this clause is intended to exclude or limit the company's liability for any personal injury or death if and to the extent that it can be shown that such injury was caused by the negligence of the company, its employees or agents

15. The customer shall indemnify the company in respect of any loss, injury, expense or claim of whatsoever nature and howsoever arising from out of the agreement or the goods, or their storage, installation, use, operation or maintenance save to the extent that the same is caused by the negligence of the company, its servants or agents, including the company's subcontractors.

16. a) Disclosure: The customer confirms that the information and particulars disclosed on the application is both true and correct.

b) Notices: Any notice required herein sent by prepaid registered mail or facsimile to the

c) domicilium address of the customer and shall be deemed to be delivered 5 (five) days after posting and if sent by facsimile shall be deemed to be delivered when sent.

d) Waiver: No delay, neglect or forbearance on the part of the company in enforcing any provisions of this agreement shall be deemed to be a waiver or create a precedent or in any way prejudice the company's rights under this contract.

e) Severability: If any provision of this contract shall be void, illegal, unenforceable or conflict with any statute, the validity and enforceability of the remaining provisions shall not be affected thereby.

f) Law: The validity, interpretation and performance of this contract shall be governed by the laws of the Republic of South Africa and all matters in terms hereof shall be subject to the jurisdiction of the Magistrate's Court, unless the company at its sole discretion chooses to proceed in the appropriate High Court.

g) Domicilium citandi et executandi: The parties choose their respective domicilium citandi et executandi at their respective addresses stated on the application form.

h) Amendments: These terms and conditions shall not be amended, altered or varied in any manner whatsoever, saves as in writing and by both parties hereto.

17. Where appropriate the singular shall include the plural, the plural the singular and where there are two or more persons comprised in the definition of the customer, then the obligations imposed herein on the customer shall be deemed to be joint and several.