Terms and Conditions

1.1  “Customer” means the person whose name appears on the credit application or any other person or persons at
whose request or on whose behalf the supplier undertakes to supply any goods, do any business, or provide any
advise or service;

1.2 “Signatory” means the individual who signs this agreement and/or credit application on behalf of the customer;

1.3 “Supplier” means Paper Street Industries Pty (Ltd), Registration No. 2015/024465/07.

1.4 “Goods” means any items or services supplied to the customer in terms of this agreement;

1.5 “Agreement/Contact” shall mean the standard terms of Agreement read with the supplier’s tender (if any), the
technical specifications of the customer’s order as have been agreed by the suppliers, and such other terms
and conditions of agreement as may be agreed between the parties;

These standard terms of agreement shall be deemed to be incorporated in and shall apply consistently to every
agreement entered into between the supplier and the customer.

3.1 This agreement constitutes the whole agreement between the customer and the supplier and no amendment or
consensual cancellation and no extension of time, waiver or relaxation of any of the provisions or terms of this
agreement shall be binding unless recorded in writing and signed by the authorised representative of the supplier;

3.2 No extension of time or waiver or relaxation of any of the provisions or terms of this agreement, bill of exchange or
any other document shall operate as an estoppel against the supplier in respect of its rights under the agreement
nor shall it preclude the supplier from exercising its rights strictly in accordance with this agreement;

3.3 The supplier shall not be bound by an express or implied term, representation, warranty, promise or the like not
recorded herein.

4.1 Any quotation given shall not be an offer by the supplier to sell the goods, but constitutes an invitation by the
supplier to the customer to do business with the supplier;

4.2 A quotation may be revoked at any time by the supplier, and in the event of the supplier not accepting the
customer’s order within one month from the date thereof, the order shall be deemed to have been withdrawn;

4.3 A contract will only come into force once the supplier accepts the customer’s order or if the supplier supplies, or
tenders to supply, the goods in question to the customer;

4.4 The quotation is based on rates of exchange, freight charges, insurance, railage, and costs of labour, material,
import duty, taxes and other charges ruling at the date of the quotation. Any variations occurring subsequent to
the date of the quotation in any of the aforesaid rates or charges, shall entitle the supplier to vary the amount of
the quotation accordingly.

5.1 Prices are exclusive of value added tax, which VAT the customer shall pay or reimburse to the supplier simultaneously with the purchase price. The purchase price shall be payable by the customer to the supplier at the supplier’s head office in cash and in South African currency without deduction or set-of and free from any exchange, within thirty days (30 days), which period shall commence upon the issuing of a statement by the supplier, or if there is no credit period indicated, or no credit period has been approved in terms of this agreement, cash or order;

5.2 The purchase price does not include charges for delivery or off-loading of the goods;

5.3 The customer has no right to withhold payment for any reason whatsoever. The customer is not entitled to set-off any amount due to the customer by the supplier against any debt owed by the customer to the supplier against any debt owed by the customer to the supplier not shall any payment be withheld by virtue of any counterclaim against the supplier by the customer.

5.4 If the goods or any component thereof are to be imported, the contract price will be based on the rates of exchange, freight, insurance premium literage, landing charges, port dues, custom duty and railage at the date of the agreement. Should these rates vary between the date of the agreement and the date, upon which the charges are actually incurred by the supplier, the price shall be adjusted by the amount of the increase or decrease in such charges as finally determined by the supplier’s auditors in the event of any dispute.

5.5 The customer shall be deemed to have ceded to the supplier in securitatum debitii the customer’s claims to all amounts owing to the customer by the third parties to whom the goods may have been supplied by or on behalf of the customer.

The risk in and to the goods shall pass to the customer on delivery and claims for non-delivery, shortages or damages to the goods shall be made in writing by the customer within three (3) days after delivery, failing which the supplier shall be excused from all liability in respect of such claims.

7.1 Any repair times given by the supplier are merely estimates and the supplier shall not be bound thereby;

7.2 Any delivery date indicated by the supplier shall not bind the supplier to effect delivery on such date. The customer shall accept delivery when it is tendered and shall not be entitled to resile from the agreement, withhold or defer payment, reduce the price or be entitled to any other remedy against the supplier on account of delays in effecting delivery. No claims for missing or damaged goods shall be valid unless the delivery note has been endorsed as aforesaid and unless the customer notifies the supplier in writing within three (3) days of the delivery of the claim in question;

7.3 The customer shall be liable for all costs occasioned by its failure or refusal to take timeous delivery of the goods from the supplier.

7.4 The signature of any employee of the customer on any official delivery note, invoice, waybill of the supplier or the similar paper of any authorised independent carrier of the supplier shall constitute good and sufficient proof of the delivery of the goods to the customer;

7.5 If the customer chooses to arrange for its own transporter to transport the goods, the customer indemnifies the supplier against any claims that may arise from such an agreement between the customer and its own transporter.

Notwithstanding delivery of the goods by the supplier to the customer or the use of the goods after delivery, the goods shall remain the property of the supplier until it has received payment in full of the contract price. The customer shall nevertheless have the right to dispose of or otherwise alienate the goods provided it does so in the ordinary course of its business and on condition of the application of the supplier’s rights, to the exclusion of the competing claims (if any) of all other parties.

9.1 No warranties, guarantees or representations, express or implied whether by law, contract or otherwise, which are not set forth in this agreement shall be binding on the supplier. The goods are purchased “voetstoots”. The supplier shall not be liable for any inaccuracies in any drawing, specifications or other information supplied by the customer;

9.2 No warranties, guarantees or representations, express or implied whether by law, contract or otherwise, which are not set forth in this agreement shall be binding on the supplier. The goods are purchased “voetstoots”. The supplier shall not be liable for any inaccuracies in any drawing, specifications or other information supplied by the customer;

9.3 The supplier’s equipment is warranted against malfunction or defect for a period of six (6) months from date of sale, fair wear and tear, damage through misuse or faulty applications being excluded. During the said guarantee period the supplier will replace or repair the goods to eliminate any defect in workmanship or materials found to be due exclusively to any acts or omissions on the part of the supplier, in the supplier’s sole opinion, of which defect the supplier shall have been notified in writing by the customer within ten (10) days after the defect arises. A claim under the guarantee must be in writing, specifying the alleged defect, and supported by the original tax invoice;

9.4 The parties agree that the suppliers shall have no liability in respect of any injury, loss or damage (direct, indirect
or consequential) arising out of the use of, or inability to use, the goods and whether or not occasioned by the
supplier’s negligence (gross or otherwise) or any act or omission on his part;

9.5 Customers who acquire goods for the purposes of on-selling those goods shall not advertise or issue any
warranties, guarantees or representations as to the goods in any form whatsoever which could result in liability
being imposed upon the supplier.

9.6 Goods not manufactured by the supplier are subject to the guarantee provided by the supplier’s supplier, if any;

9.7 The parties agree that the supplier shall have no liability in respect of any loss or damage (direct, indirect or consequential) arising out of any patent or trade mark relating to any of the goods sold being infringed, cancelled, breached or otherwise set aside or declared invalid.

10.1 If the customer breaches any of the terms and conditions hereof or commits any act of insolvency or endeavours to compromise generally with its creditors, or allows any judgment against it to remain unsatisfied for seven (7) days or is placed under provisional or final liquidation or judicial management or its estate is voluntary surrendered, the supplier shall have the right, without prejudice to any of its other rights to elect to:-
10.1.1 treat as immediately due and payable all outstanding amounts which would otherwise become due and
payable over the expired period of this agreement;
10.1.2 cancel this agreement and retake possession of any the goods sole;

10.2 The supplier shall not be obliged to comply with its obligations hereunder in any respect whatsoever for so long as the customer is indebted to the supplier;

10.3 No claim under this contract will arise against the supplier unless the customer has given the supplier (30) thirty days written notice to rectify the defect or breach of contract;

10.4 The customer agrees that the amount due and payable to the supplier shall be determined and proven by the certificate issued by the supplier and signed on its behalf by any person duly authorised, which authority need not be proven, such certificate being binding and prima facie proof of the indebtedness of the customer;

10.5 The customer hereby agrees that the supplier shall not be required to furnish security in terms of Rule 62 of the Magistrate’s Court Act 32 of 1944 and Rule 47 of the Supreme Court Act 59 of 1959.

11.1 The customer including the sureties choose domicilium citandi et executandi for purposes of the giving of any notices, the payment of any sum, the serving of any process and for any other purpose, the delivery address as set out in the transmission, and if delivered by hand during normal hours, to have been received by the addressee at the time of delivery.

11.2 Consent to the jurisdiction of the High Court of South Africa in respect of all matters arising out of and disputes in connection with or in relation to this agreement. Notwithstanding such consent, should the customer be in default of the terms of this agreement, the supplier will be entitled in its sole discretion to institute action against the customer in any competent court of law and the customer hereby consents to the jurisdiction of the Magistrate’s Court in terms of Section 45 of Act 32 of 1944 as amended.

The customer shall be liable for all costs incurred by the supplier in the recovery of any amounts or the enforcement of any rights which it has hereunder, including collection charges and costs on an attorney and own client scale and costs of counsel as on brief, whether incurred prior to or during the institution of legal proceedings or if judgment has been granted, in connection with the satisfaction or enforcement of such judgment.

13.1 The signatory, by his signature hereto, binds himself in favour of the supplier, its successors-in-title and assigns as surety for and co-principal debtor in solidum with the customer for the due and punctual performance by the customer of all its obligation to the supplier in terms of this agreement;

13.2 The signatory hereby renounces the benefits of the legal exception “non-cause debiti”, “errore caluculi”, “excussion”, “division”, “de duobus vel pluribus reis debendi”, “no value received” and “revision of accounts”, with the meaning and effect of all of which he declares himself to be fully acquainted.

14.1 The customer shall pay interest at the publicly quoted prime overdraft plus 2% per annum ruling from time to time at which First National Bank Limited lends on overdraft, which rate shall be proved by way of a certificate signed by an employee of such Bank, compounded monthly in arrears, on all amounts owing by the customer to the supplier which have not been paid on the due date thereof. Such interest is payable on demand.

14.2 Any latitude or extension of time which may be allowed by the supplier to the customer in respect of any payment provided for herein or any matter or thing which the customer is bound to perform or observe in terms hereof shall not under any circumstances be deemed to be a waiver of the supplier’s rights at any time and without notice to require strict and punctual compliance with each and every provision or term of this agreement.

15.1 The customer hereby irrevocably and in rem suam cedes, pledges, assigns, transfers and make overs, unto and in favour of the supplier all their rights, title, interest, claim and demand in and to all claims of whatsoever nature and description and howsoever arising which the customer may now or at any time hereafter have against all or
any person, companies, corporations, firms, partnerships, associations, syndicates and any other legal personae whatsoever ( the customer’s debtors) without exception as continuing covering security for the payment of every sum of money which may now or at any time hereafter become owing by the customer to the supplier from whatsoever cause or causes arising and for the due performance of every other obligation howsoever arising which the customer may be or become bound to perform in favour of the supplier.

15.1.1 The customer hereby undertakes that if and wherever the supplier will so require, the customer will not later than the 7th day of every month deliver to the supplier a schedule supplied by the Director or Manager of the Customer of all amounts which will have been owing to the Customer by his debtors on the last day of the proceeding month reflecting hereon the amount so owing by each debtor and the name and last known address of such debtor.

15.1.2 Whether or not the customer’s debtors will have been notified of the cession, all sums of money which the customer collects from his debtors or any of them shall be collected and received by the customer as agents on the supplier’s behalf provided that the supplier shall be entitled to terminate the customer’s mandate to collect all or such sums of money and that with effect from the termination of such mandate, the customer will cease to collect or receive any payment on account of the debts in respect of which the Customer’s mandate has been terminated.

15.1.3 The customer agrees that the supplier shall be entitled at any time or times hereafter to give notice of the cession to all or any of the customer’s debtors and to take such steps as the supplier deems fit to recover the amounts respectively owing by debtors to the customer from time to time and for the time being provided that the supplier shall be obliged to refund any amounts to the customer which are in excess of the amount to which the customer will at that stage be indebted to the supplier.

15.1.4 The customer warrants that the supplier will at all times, while the cession remains in force, be entitled through its duly authorised representatives to inspect all or any of the customer’s records relating to any of the debts covered by the cession.

15.1.5 Should it transpire that the customer entered into prior Deeds of Cession or otherwise disposed of any right, title and interest in and to any of the debts which will from time to time be subject to the cession, then this cession shall operate as a cession of all the customer’s remaining rights in and to the aforesaid debts and all the customer’s reversionary rights against the prior cessionary/cessionaries.

15.1.6 The cession and assignment of book debts, reversionary rights, remaining rights and ancillary rights contained in this clause shall not replace any prior cession in favour of the supplier which was signed by the customer prior to the signature of these conditions of purchases and sale, which prior cession shall remain in full force and effect.