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All sales goods by Hansafrique Trading Company Pty Ltd are conducted on our
STANDARD TERMS AND CONDITIONS OF SALE AS STIPULATED BELOW

Except as otherwise agreed in writing, all transactions, quotations, tenders, offers to contract and contracts (whether written or oral) for the supply of the Products and/or services (“the Products”) by Hansafrique Trading Company Pty Ltd, shall be subject to these standard terms and conditions of sale. These terms and conditions may be subject to the Consumer Protect Act 68 of 2008 and the National Credit Act 34 of 2005.

1. . DEFINITIONS
   1. “Agreement” means this written document together with all schedules, annexures, exhibits or amendments attached to it from time to time;
   2. “Business Day" any day other than a Saturday, Sunday or gazetted national public holiday in South Africa;
   3. “Hansafrique” shall mean Hansafrique Trading Company Pty Ltd;
   4. “CPA” shall mean the Consumer Protection Act 68 of 2008;
   5. “NCA” shall mean the National Credit Act 34 of 2005;
   6. “Customer” shall mean the person, natural or otherwise, who purchases the Products from Hansafrique under these terms and conditions;
   7. “Parties” means both Hansafrique and Customer;
   8. “Products” shall mean all items including services presently being sold or supplied by Hansafrique including but not limited to brakes, braking systems, engine bearing shells, clutch kits, sinter clutch discs, button clutches and such other items as may be sold by Hansafrique from time to time.
2. . INTERPRETATION
   1. The singular shall import and include the plural and vice versa;
   2. Words indicating one gender shall import and include other genders;
   3. Words indicating natural persons shall import and include artificial persons;
   4. The headnotes to this Agreement are used for the sake of convenience only and shall not govern the interpretation of the clauses to which they relate8;
   5. Where any number of days is prescribed in this Agreement, they shall be calculated exclusive of the first day and inclusive of the last day unless the last day falls on an Saturday, Sunday or public holiday. In such day the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday;
   6. If any doubt or conflict arises where figures are referred to in numerals and in words, the words shall prevail;
   7. Should there be any conflict or inconsistency between this Agreement and other agreement/s concluded between the Parties, then terms and conditions of this Agreement shall prevail;
   8. The rights and obligations of any Party arising from this Agreement, shall devolve upon and bind its successors-in-title;
   9. If any provision in a definition contained in this Agreement is a substantive provision conferring rights or imposing obligations on any party, notwithstanding that it only appears in the definition clause, effect shall be given to it as if it was a substantive provision in the body of the Agreement.
3. . PURCHASE
   1. The Customer shall be bound by these standard terms and conditions of sale in all transactions for the purchase of the Products from Hansafrique;
   2. Customer shall inform its clients that the Products are sold subject to these standard terms and conditions of sale and the Customer shall be deemed to have so informed its clients in respect of all sales of the Products by the Customer to its clients;
   3. Customer shall retain proof of each instance of such disclosure, which will be presented to Hansafrique on demand;
4. . ORDERS
   1. Hansafrique reserves the right to reasonably decline any order and/or to suspend delivery and/or to decline to supply the Products to the Customer;
5. . PAYMENT
   1. The payment terms are as follows;
      1. All payments shall be made by the Customer free of exchange and without deduction at the offices of Hansafrique against delivery of the Products, unless otherwise agreed to in writing;
      2. Unless otherwise expressly stated all prices are exclusive of Value Added Tax which shall be for the account of the Consumer; and
      3. Subject to the Credit Act, all overdue accounts shall accrue interest at the rate of 2% (two per centum) per month, reckoned from the due date for payment to the date of final payment
6. . DELIVERY
   1. Unless expressly agreed to between the Parties to this Agreement all deliveries shall be made at Hansafrique’s premises;
   2. Should delivery not take place at Hansafrique‘s premises then subject to the CPA and although Hansafrique will endeavour to deliver the Products according to the Customer’s requirements, Hansafrique will not be bound to such delivery requirements of the Customer and accordingly Hansafrique shall not be liable in any manner whatsoever for failure or delay in delivery;
   3. Hansafrique shall at its discretion be entitled to effect and invoice for part deliveries
   4. When effecting delivery at the Customer’s premises or such other premises as nominated by the Customer, the Customer shall be responsible for receiving, unloading and checking the Products in the presence of the Hansafrique representative making delivery;
   5. In the event of short delivery the Customer shall forthwith upon delivery endorse Hansafrique’s copy of the delivery note specifying details of the short delivery and thereafter within three (3) days of such delivery the Customer shall in writing lodge a claim with Hansafrique in respect of such short delivery;
   6. In the event that the Products are delivered in a damaged or defective state, the Customer shall forthwith upon delivery endorse Hansafrique’s copy of the delivery note detailing the damage or defects to the Products and the Customer shall within three (3) days of such delivery in writing notify Hansafrique of such damage or defects in the Products delivered;
   7. On compliance by the Customer with 6.5 and 6.6 and provided Hansafrique agrees with the information supplied by the Customer, Hansafrique will either make up the shortfall in the Products or replace the damaged or defective Products as the case may be;
   8. Subject to the CPA, and notwithstanding the provisions of 6.5 and 6.6, Hansafrique shall not be liable to the Customer for any loss or damage occasioned by reason of the circumstances in 6.5 and/or 6.6;
   9. Collection of the Products from Hansafrique’s premises shall constitute good delivery.
   10. Any acknowledgement of receipt by the Customer or any authorised representative or employee, whether direct or indirect, in writing or otherwise shall serve to also confirm delivery;
   11. If, on the instructions of the Customer, the Products are delivered to a carrier for delivery to the Customer, delivery to the Customer shall be deemed to have been duly effected on delivery to the carrier who shall at all times be and remain the Customer’s agent for purposes of these terms and conditions;
   12. Hansafrique hereby reserves the right to charge a reasonable handling fee for the return of any Product due to any reason other than the fact that the Product failed, is defective, hazardous or unsafe as defined in the CPA;
7. . OWNERSHIP
   1. Irrespective of the type of transaction, Hansafrique hereby reserves its rights to ownership of the Products until fully paid for by the Customer;
   2. In order to give effect to 7.1, the Customer shall ensure the Products remain movable property, severable from any other movable or immovable property to which the Products may be attached;
   3. In the event of non-payment by the Customer for any reason whatever, Hansafrique shall, in keeping with its rights of ownership in the Products, be entitled to repossess the Products without prejudice to any other rights of Hansafrique;
   4. For so long as ownership in the Products remain vested in Hansafrique, the Customer shall:
      1. keep the Products free from attachment, landlord’s hypothec, lien or any other legal charge or process;
      2. not without the prior written consent of Hansafrique sell, let, loan, pledge, transfer, otherwise make over or encumber the Products;
      3. forthwith notify its landlord of Hansafrique’s reservation of ownership in the Products;
   subject to the NCA if applicable, keep the Products insured for loss or damage through fire, theft or any other incident, with an insurer acceptable to Hansafrique for the replacement value thereof and the Customer shall pay the insurance premium arising from such insurance promptly and on due date and upon request shall forthwith display such insurance policy and proof of payment to Hansafrique.
8. . Risk
   1. On delivery of the Products to the Customer, the risk in and to the Products shall pass to the Customer notwithstanding that ownership in the Products remain vested in Hansafrique.
   2. Should delivery not take place at Hansafrique‘s premises then subject to the CPA and although Hansafrique will endeavour to deliver the Products according to the Customer’s requirements, Hansafrique will not be bound to such delivery requirements of the Customer and accordingly Hansafrique shall not be liable in any manner whatsoever for failure or delay in delivery;
9. . WARRANTY
   1. Subject to the CPA, Hansafrique makes no representations whatsoever and gives no guarantees against latent or patent defects in respect of the Products and all conditions and warranties whatsoever whether implied or otherwise are hereby expressly excluded;
   2. Subject to the CPA, Hansafrique shall not incur any liability of whatever nature arising in contract or delict from any injury, loss or damage to any person or property arising from the use of the Products;
   3. Hansafrique liability arising from any warranty shall be limited to the reasonable cost of fixing or replacing defective parts.
   4. Guarantees and warrantees do not apply to any of the following:
      1. Damages caused in the event of incorrect driving, improper handling techniques and or driver misuse
      2. Normal wear and Tear.
      3. Parts supplied by the customer
      4. Second Hand parts
      5. Any failure of parts if vehicle has not been serviced according to the manufacturer’s specifications and service schedules.
      6. Any failure of parts due to any other part of the vehicle not operating correctly.
   5. The Customer shall not convey to its clients a greater obligation or benefit than that given to the Customer by Hansafrique
   6. The Products supplied by Hansafrique shall be suitable only for the purpose designed and the Customer shall ensure the Products are handled, stored, installed, used, operated or otherwise dealt with in a normal and proper manner and where applicable, in a manner consistent with the instructions given by Hansafrique
   7. Subject to the CPA, no claim shall lie against Hansafrique arising out of or in connection with any defects in, or unsuitability of the Products
   8. Hansafrique has the right to inspect any products deemed faulty and be given a fair amount of time to repair and/or replace such faulty parts
   9. Reconditioned parts do not come with a warranty or guarantee after installation
10. . INDEMNITY
    1. Without derogating from the generality of any of the provisions hereof, and subject to the CPA, Hansafrique shall not at any time be liable for any claims of whatsoever nature and howsoever arising for direct or consequential loss or damage which may be sustained by the Customer or any of the Customer’s clients in connection with the use of the Products and the Customer hereby indemnifies Hansafrique against all such claims;
    2. The Products are sold subject to Hansafrique’s specifications and recommendations. Failure to adhere to these may result in damage, injury or harm
11. . PROHIBITION OF SET OFF
    1. The Customer, to the extent allowable in terms of the CPA, waives any right of set off the Customer might have against Hansafrique in respect of any amount which may now or in the future be or become owing by Hansafrique to the Customer. The Customer agrees and acknowledges that it shall not be entitled to advance the defence of set off or mutual extension of debts or counter claim in any proceedings which Hansafrique may bring against the Customer for the enforcement of its rights whether in respect of credit facilities extended by Hansafrique to the Customer or otherwise.
12. . SECURITY
    1. Any claim the Customer may at any time have arising wholly or partially out of or in connection with the disposal by it of the Products, or some of them, shall be deemed to have been ceded to Hansafrique as security for the Customer’s obligations hereunder
13. . CUSTOMER’S DOCUMENTS
    1. Subject to the CPA, in all transactions with the Customer, any clauses or conditions contained in or forming part of the Customer’s documents shall not amend or modify these terms and conditions of sale and Hansafrique shall not be bound thereby;
    2. These standard terms and conditions of sale shall supersede any conflicting clauses or conditions whether verbal or contained in any of the Customer’s documents
14. . PROPRIETARY RIGHTS
    1. The Customer shall not do anything to infringe any rights owned or licensed by Hansafrique including but not limited to any form of intellectual property right in respect of the Products.
    2. These standard terms and conditions of sale shall supersede any conflicting clauses or conditions whether verbal or contained in any of the Customer’s documents
15. . CREDIT
    1. Subject to the NCA, if applicable, Hansafrique shall in its sole and absolute discretion be entitled to alter any credit terms granted to a Customer and Hansafrique shall be entitled to ask the Customer, who shall be obligated, to provide guarantees to secure payment of the purchase price
16. . EXCHANGE RATE
    1. In respect of any transaction where Hansafrique quotes in Rands and the exchange rate applies Hansafrique will be paid the Rand equivalent of the quoted price irrespective of the exchange rate ruling at the date of payment.
    2. In respect of import/export sales, the Customer shall be responsible for obtaining all the necessary government approvals and all the requisite permits and Hansafrique will endeavour to assist the Customer in this regard insofar as this may be necessary
    3. If any authorisation or permit referred to in 16.2 is refused or revoked, the Customer shall make good to Hansafrique all expenses or losses Hansafrique may have incurred in assisting the Customer to secure such authorisation or permits; provided that loss of profit will be excluded unless the refusal or revocation is due to fault on the Customer’s part.
17. . INDULGENCE
    1. No indulgence which Hansafrique may grant to the Customer shall in any way be deemed to affect, prejudice or derogate from the rights of Hansafrique nor shall such indulgence constitute a waiver or novation of any of the rights of Hansafrique who shall not thereby be precluded from exercising any rights against the Customer which may have arisen in the past or which may arise in the future.
18. . BREACH
    1. Without prejudice to any other remedies which either of the Parties may otherwise have in terms of the Agreement or at law, the termination of the Agreement, for whatever reason, shall not affect the rights of either of the Parties:
       1. that may have accrued before the termination of the Agreement; or
       2. which specifically or by their nature survives the termination of the Agreement.
    2. If any Party breaches any material provision or term of this Agreement (other than those provisions which contain their own remedies or limit the remedies in the event of a breach thereof) and fails to remedy such breach within 7 (seven) Business Days of receipt of written notice from an aggrieved Party requiring it to do so (or if it is not reasonably possible to remedy the breach within 7 (seven) Business Days, within such further period as may be reasonable in the circumstances, provided that the Party in breach furnishes evidence within the aforementioned period of 7 (seven) Business Days, reasonably satisfactory to the aggrieved Party, that it has taken whatever steps are available to it to commence remedying the breach), then the aggrieved Party shall be entitled without notice, in addition to any other remedy available to it at law or under this Agreement (including obtaining an interdict) to claim specific performance without prejudice to the aggrieved Party's rights to claim damages.
    3. Hansafrique shall be entitled to immediately repossess all Products supplied to the Customer, not yet paid for.
19. . LEGAL COSTS
    1. In the event that any legal action is taken or any amount remains outstanding and Hansafrique instructs attorneys to recover such unpaid costs, the Customer shall be liable for all legal costs incurred by Hansafrique on attorney and client scale including collection commission, disbursements and counsel’s fees
20. . APPLICABLE LAW
    1. All transactions shall be governed in all respects by, and shall be construed according to the laws of the Republic of South Africa.
    2. Subject to the CPA, the Customer agrees and consents in terms of Section 45 of the Magistrate’s Court Act (“the MCA”) to the jurisdiction of a Magistrate’s Court having jurisdiction in respect of the Customer or the claim in terms of Section 28 of the MCA in respect of any proceedings or claims or action being instituted against the Customer by Hansafrique in terms hereof or otherwise, notwithstanding that the amount of such claim may exceed the jurisdiction of such Magistrate’s Court, provided that Hansafrique may in its discretion be entitled to bring such proceedings in any other court of competent jurisdiction, without being penalized in doing so in exercising its rights in terms hereof.
21. . DOMICILIUM
    1. The Parties elect their respective addresses as contained in clause 22 of this Agreement as their respective domicilium citandi et executandi and further agree that either of the Parties may change its domicilium citandi et executandi to another address within the Republic of South Africa, by way of a written notice to the other party to this Agreement, provided that such a written notice is received by the addressee, at least 7 (seven) calendar days prior to such a change taking effect.
22. . CORRESPONDENCE AND NOTICE
    1. All notices and communications required or permitted to be given to any party to this Agreement shall be sent to the following addresses, telephone numbers, fax numbers or email address:
       1. Name: Hansafrique Trading Company Pty Ltd
       2. Physical Á Postal Address: 123 Siersteen str Silvertondale Pretoria 0184 Postnet Suite 335
       3. Contact Details: TEL: + 27 (0)12 804 – 1287 / +27(0) 12 804 - 3113
       4. FAX: +27(0) 86 650 - 0067 Attention: Mr Rynier van Rooyen
       5. EMAIL: info@hansafrique.co.za Attention: Mr Rynier van Rooyen
    2. Any notice addressed to either of the Parties and contained in a correctly addressed envelope and sent by registered post to it at its chosen address or delivered by hand at its chosen address to a responsible person on any day of the week between 09h00 and 16h00, excluding Saturdays, Sundays and South African public holidays, shall be deemed to have been received, unless the contrary is proved, if sent by registered post, on the 7th (seventh) calendar day after posting and, in the case of hand delivery, on the day of delivery.
    3. Any notice sent by telefax or email to either of the Parties at its telefax number or email shall be deemed, unless the contrary is proved, to have been received:
       1. if it is transmitted on any day of the week between 09h00 and 16h00, excluding Saturdays, Sundays and South African public holidays, within 2 (two) hours of transmission
       2. if it is transmitted outside of these times, within 2 (two) hours of the commencement any day of the week between 09h00 and 16h00, excluding Saturdays, Sundays and South African public holidays, after it has been transmitted
    4. A Party may change that Party's address or fax number or e-mail address for this purpose by notice in writing to the other Party, such change to be effective only on and with effect from the 7th (seventh) Business Day after the giving of such notice.
    5. Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a Party shall be an adequate written notice or communication to that Party notwithstanding that it was not sent to or delivered at that Party's chosen address.
23. . THE NATIONAL CREDIT ACT
    1. Notwithstanding the preceding provisions of these terms and conditions, in the event that the National Credit Act is applicable to this agreement, then.
       1. Should the purchase price of any Products sold not be paid to Hansafrique under its payment terms reflected in 5, then an incidental credit agreement shall be deemed to be concluded in respect of the sale in question, 20 (twenty) Business days after Hansafrique first charges interest on the amount due in terms of such sale;
       2. The NCA, in so far as it applies to an incidental credit agreement, shall apply to the sale of the Products by Hansafrique to the Customer;
       3. Hansafrique shall be obligated to comply with the NCA before being entitled to proceed in terms of clauses 7 and 18 and before commencing any legal proceedings against the Customer to enforce this agreement; and
       4. Hansafrique shall be entitled to recover from the Customer all costs and charges permitted in terms of the Credit Act, including, in the event of a payment default, collection cost and default administration charges.
24. . RECIPROCAL UNDERTAKINGS AND CO-OPERATION
    1. Each of the Parties undertakes at all times to do all such things, perform all such acts and take all such steps, and to procure the doing of all such things, within its power and control, as may be open to it and necessary for and incidental to the putting into effect or maintenance of the terms, conditions and import of this Agreement.
25. . ENTIRE AGREEMENT AND VARIATIONS
    1. This Agreement constitutes the whole agreement between the Parties and supersedes all prior verbal or written agreements or understandings or representations by or between the Parties regarding the subject matter of this Agreement, and the Parties will not be entitled to rely, in any dispute regarding this Agreement, on any terms, conditions or representations not expressly contained in this Agreement.
    2. No variation of or addition to this Agreement will be of any force or effect unless reduced to writing and signed by or on behalf of the Parties.
    3. Neither party to this Agreement has given any warranty or made any representation to the other party, other than any warranty or representation which may be expressly set out in this Agreement.
26. . SEVERABILITY
    1. In the event that any of the terms of this Agreement are found to be invalid, unlawful or unenforceable, such term(s) will be severable from the remaining terms, which will continue to be valid and enforceable by and between the parties to this Agreement.
27. . FORCE MAJEURE
    1. For the purposes of this Agreement, the expression "Event of Force Majeure" means, in respect of a Party, any event or circumstance or combination of events the occurrence of which is beyond the reasonable control (direct or indirect) of, and could have not been avoided, by steps which might reasonably be expected to have been taken by such Party acting as a reasonable and prudent party employing Good Industrial Practice, provided that an economic downturn or hardship suffered by a Party will not be deemed to be an Event of Force Majeure;
    2. Should any Party ("the Affected Party") be prevented from fulfilling any of its obligations (excluding the obligation to pay any amount due to be paid in terms of this Agreement) in terms of this Agreement as a result of an Event of Force Majeure then:
       1. those obligations shall be deemed to have been suspended to the extent that, and for so long as, the Affected Party shall so be prevented from fulfilling them and the corresponding obligations of the other Party ("the Unaffected Party") shall be suspended to the corresponding extent;
       2. the Affected Party shall promptly notify the Unaffected Party in writing of such Event of Force Majeure, and such notice shall include an estimation of the approximate period for which the suspension in terms of clause 27.2.1 will endure. Such estimate shall not be binding on the Affected Party; and
       3. each period within which, and each date by which, any obligation shall be required to be performed in terms of this Agreement, shall be extended or postponed, as the case may be, by the period of suspension in terms of clause 27.2.1.
    3. In the event that the Affected Party shall partially or completely cease to be prevented from fulfilling its obligations (excluding the obligation to pay any amount due to be paid in terms of this Agreement) by the Event of Force Majeure, the Affected Party shall immediately give written notice to the Unaffected Party of such cessation, and the Affected Party shall, as soon as possible, fulfil its obligations which shall previously have been suspended; provided that, in the event, and to the extent that, fulfilment shall no longer be possible or the Unaffected Party shall have given written notice that it no longer requires such fulfilment, the Affected Party shall not be obliged to fulfil its suspended obligations, and the Unaffected Party shall not be obliged to fulfil its corresponding obligations.
    4. In the event that the Affected Party shall be unable to perform any of its obligations (excluding the obligation to pay any amount due to be paid in terms of this Agreement) in terms of this Agreement for a period of more than 15 (fifteen) Business Days as a result of any Event of Force Majeure, the Unaffected Party shall be entitled to cancel this Agreement by giving 15 (fifteen) days' written notice to that effect to the Affected Party.
28. . GOVERNING LAW
    1. The validity and interpretation of this Agreement will be governed by the laws of the Republic of South Africa.