BUMATECH PTY LTD GENERAL CONDITIONS OF PURCHASE/SALE OF PRODUCTS

Effective date: March 2023

Any Bumatech products that are purchased shall be subject to these General Conditions of Purchase / Sale (“Conditions”).

Furthermore, any pro forma invoice or sales order confirmation (“Sales Order Confirmation”) issued by Bumatech in respects of its products (“Product/s”) shall be subject to these Conditions.

These Conditions are also available on request from bernard@bumatech.co.za or can be viewed on https://bumatech.co.za/

1. PRICE

1.1. The party purchasing Bumatech Product/s acknowledges that any price lists that may be issued by Bumatech Pty Limited (“Bumatech”) from time to time are for information only and do not constitute an offer to sell the products.

1.2. All Prices and any other tariffs are exclusive of Value Added Tax (VAT).

1.3. Prices shall be subject to industry and related fuel price fluctuations.

1.4. All prices for Bumatech Product/s are ex-works. As part of the ongoing, ordinary course of business between the parties, the price shall be reviewed annually and adjusted as agreed to by the parties in writing. The effective date and duration of such adjusted price shall be as set forth in such writing.

2. ORDERS / SALES ORDER CONFIRMATION

2.1. Bumatech may upon request by the Customer issue a quotation in respect of a Product/s the Customer wishes to purchase from Bumatech.

2.2. The Customer must place a written order with Bumatech in respect of any Product/s the Customer wishes to purchase from Bumatech, together with or containing written confirmation of the order parameters and respective volumes.

2.3. The terms of the order shall be “ex works” Bumatech’s site, being Bumatech (Pty) Ltd 6 Leland Street, Vanderbijlpark, Gauteng. (“Site”) unless otherwise agreed by the parties.

2.4. The Customer shall be responsible for the collection of the Product/s from the Site, however, the Customer may also request that Bumatech arranges the transport on its behalf which shall be for Customer’s account.

2.5. Against compliance with the payment obligations contemplated in clause 5 below by the Customer, Bumatech shall load the vehicle provided by the Customer on an agreed date, at the Customer’s expense. The invoice weight of the Product/s shall be determined by Bumatech’s weighbridge.

2.6. The unit of sale shall be in kilograms or litres as applicable to the relevant Product.

2.7. Orders are subject to formal acceptance in writing by Bumatech which shall inter alia include acceptance by email (“Sales Order Confirmation”). It is the responsibility of the Customer to ensure the correctness of the Sales Order Confirmation as advised on the order and failure to advise of any discrepancies within fourteen (14) days from the date of the Sales Order Confirmation shall be deemed to be an acceptance by the Customer of the order as stated in the Sales Order Confirmation.

2.8. Orders shall be accompanied by a Certificate of Analysis (“COA”).

2.9. Upon acceptance by Bumatech, Orders shall not be subject to cancellation or any amendment by the Customer.

3. INSPECTION AND REJECTION

3.1. Bumatech grants the Customer the right to, subject to the Customer signing a Non-Disclosure Agreement, inspect any Product/s at any time prior to delivery at Bumatech’s premises or elsewhere. The Customer shall be entitled to waive such right of inspection prior to delivery, without prejudice to its right to reject Product/s after delivery.

3.2. Product/s will be accepted at the place of delivery, only with regard to number and condition of packages, and notwithstanding any receipt that may have been given, the Product/s shall remain liable to rejection if not in accordance with the Sales Order Confirmation.

3.3. Products supplied by Bumatech shall be received subject to Customer’s right of inspection and within a 7 (seven) business days after delivery, the Customer may analyze the Product/s post-delivery and, in the event that the Product/s do not conform with the specification as required by the order from a minimum and maximum tolerance perspective, Customer reserves the right to reject the material subject to the following:

3.3.1. The Customer must provide Bumatech with sufficient proof of analysis that the Product is nonconforming to the agreed upon specifications. Such proof of analysis shall take into account the COA supplied by Bumatech as compared to the Customer’s COA;

3.3.2. Bumatech reserves the right to inspect, sample and analyse the Product/s as well as have the Product/s analysed by an independent third party.

3.4. The Customer may, in the event that the Product is found to be nonconforming, elect to:

3.4.1. Have the Product returned at Bumatech’s cost; and/or

3.4.2. Afford Bumatech an opportunity to bring the Product to conformance with the agreed upon specifications as expeditiously as reasonably practicable; or

3.4.3. Alternatively accept the Product at an appropriate reduced price.

3.5. Bumatech shall on demand, and in the event that the Customer does not elect the options in clause 4.4, refund the Customer the Price, if paid, in respect of or as a result of the Product being refused or rejected pursuant to the fact that the Product is proven to be nonconformant.

4. PAYMENT AND CREDIT FACILITY TERMS

4.1. Bumatech will deliver an invoice to the Customer setting out the volume of Product purchased by the Customer and the purchase price payable by the Customer for such Product (“Invoice”).

4.2. Unless Bumatech has extended a credit facility as further set out below, the payment terms shall be on a cash on delivery (“COD”) basis.

4.3. Notwithstanding the provisions of clause 5.2 above, a Customer may, subject to a separate approval process, be granted credit facilities in writing, in which case, payment in respect of the Product/s purchased and delivered during a particular month, including the charges for delivery and any other charges to be invoiced, shall be due and payable 30 (thirty) days from date of statement. Should any amount not be paid by the Customer on the due date, then the whole amount in respect of all purchases by the Customer shall immediately become due, owing and payable irrespective of the dates when the Product/s were purchased and the Customer shall be liable to pay interest in respect of the amounts unpaid as at the due date at the compound rate of 2% above the prime rate per annum.

4.4. A Customer shall under no circumstances, whatsoever, be entitled to deduct or set-off any amount from or against amounts due as indicated in Bumatech’s monthly statement, unless Bumatech has given written authority in this regard.

5. WARRANTY AND LIMITATIONS

5.1. Bumatech undertakes to ensure that the Product/s delivered conform to specifications and/or to any requirements accepted and confirmed in the order / Sales Order Confirmation. Bumatech however gives no warranty, express or implied, in respect of fitness of Product/s for any particular purpose. This remains the case whether or not such purpose is known to Bumatech and whether or not Bumatech’s advice regarding such specifications and/or requirements was prior solicited and/or obtained.

5.2. In the event that the Product/s, for whatever reason, is found to be out of specifications and/or of any requirements accepted and confirmed in the Sales Order Confirmation, Bumatech shall not be liable for any associated direct and/or consequential loss to the Customer.

6. INDEMNITY AND UNDERTAKINGS

6.1. Notwithstanding any provisions to the contrary contained in these Conditions, Bumatech will not be liable to the Customer, and the Customer hereby indemnifies and holds Bumatech harmless against, all such losses, claims, penalties, fines or damages which the Customer may suffer, directly or indirectly, resulting from, arising out of or relating to:-

6.1.1. any negligent act or omission or wilful misconduct of the Customer or its employees or agents in relation to the conduct of the Customer’s obligations in terms of these Conditions;

6.1.2. the existence or potential existence of any pollution or degradation of the environment, arising out of any activity, act or omission of the Customer, whether direct, indirect or consequential, arising from the Customer’s collection, transport, storage, use, manufacture and handling of the Product;

6.1.3. the Customer not complying with the laws of South Africa including any Environmental Laws and health and safety laws; and

6.1.4. the Customer not holding or complying with the necessary consents, licences, permits, approvals or other concession or authorities required by the laws of South Africa.

7. FORCE MAJEURE

7.1. In the event of any act of God, war, warlike operation, strikes, breakdowns of plants or any machinery at any of Bumatech’s plants, rebellion, riot, civil war, operational disaster or any like circumstances arising or action taken beyond or outside the reasonable control of Bumatech and preventing Bumatech from supplying any Product/s or otherwise performing any one or more of its obligations in terms of these Conditions (any such event hereinafter referred to as “Force Majeure”), then Bumatech shall be relieved of such obligation(s) during the period of the Force Majeure to the extent of the nature of the Force Majeure and shall not be liable for any loss (direct and / or consequential) and /or damage which the other Customer may suffer due to or resulting from the Force Majeure, provided always that a written notice shall be promptly given to the Customer in regard the Force Majeure.

8. GENERAL

8.1. These Conditions are subject to law of the Republic of South Africa and courts of South Africa shall have sole jurisdiction.

8.2. This document embodies the entire agreement between the Parties hereto and no amendment or variation of any of the provisions of these Conditions shall be of any force or effect unless reduced to writing and signed by both Parties.

8.3. If a dispute of any nature arises between the Parties, including in regard to the interpretation of, the effect of, the Parties’ respective rights or obligations hereunder, a breach of or the termination of these Conditions, then, upon written request of either Party, each of the Parties will appoint a senior representative whose task it will be to meet for the purposes of resolving such dispute. Such representatives will discuss the matter in dispute and negotiate in good faith in an effort to resolve the dispute on amicable terms within 14 (fourteen) days. No formal proceedings may be commenced until the designated representatives conclude in good faith that an amicable resolution of the matter is not likely to occur.

8.4. Should the representatives of the Parties be unable to resolve a dispute in accordance with the aforegoing, such dispute will be submitted to and decided by a court of competent jurisdiction or, upon agreement between the Parties, by arbitration in terms of the rules of the Arbitration Foundation of Southern Africa or such other body of arbitrators as the Parties may agree having regard to the nature and complexity of the dispute.

8.5. The Parties choose as their domicilium citandi et executandi (address for purpose of legal proceedings), their respective addresses set out in the Sales Order Confirmation at which addresses all processes and notices arising out of or in connection with this Conditions, its breach or termination may validly be served upon or delivered to the Parties.

8.5.1. Any notice given in terms of this Conditions shall be in writing and shall:

8.5.1.1. if delivered by hand, be deemed to have been duly received by the addressee on the date of delivery;

8.5.1.2. if posted by prepaid registered post, be deemed to have been received by the addressee on the 8th (eighth) Business Day following the date of such posting;

8.5.1.3. if sent electronically, shall be deemed to have been received on the first Business Day following the successful transmission thereof as evidenced by the electronic confirmation of receipt (unless the contrary is proven).

8.5.2. Notwithstanding anything to the contrary contained in these Conditions, a written notice or communication actually received by a Party at its chosen address set out above shall be an adequate written notice of communication to such Party.