STANDARD TRADING TERMS AND CONDITIONS

Clearing and Forwarding
These Terms and Conditions shall apply to all transactions irrespective of whether the Order is placed by the person
between the Customer and TO and shall be deemed to be for whom Clearing and Forwarding Services are to be
incorporated in the appointment of TO by the Customer. rendered, or by such person's employees, servants or
agents and includes the shipper, the charterer, the
1. APPLICABILITY OF TERMS consignee and/or the owner of the goods;
2.1.8. “Dangerous Goods” shall mean goods, including without
1.1. These Terms and Conditions (“T&Cs”) govern all services limitation radio-active materials, which are or may become
rendered by the following entities operating under the dangerous, inflammable or noxious, or which by their
Trade Ocean brand (hereafter “TO”): nature may injure, damage, taint or contaminate, or in any
1.1.1. Trade Ocean Shipping Services (Pty) Ltd, Registration No. way whatsoever adversely affect any person, goods or
2006/023770/07, t/a Trade Ocean Logistics; and property, including goods likely to harbour or attract vermin
1.1.2. Pentrade Logistics (Pty) Ltd, Registration No. or other pests, or any goods defined as hazardous and/or
2019/398845/07, t/a Trade Ocean Logistics. dangerous by any entity or any code or regulations of, or
1.2. Unless expressly stated otherwise, references to “the published by any applicable authorities;
Company” and/or “TO” and/or “Trade Ocean” in these T&Cs 2.1.9. “Delivery date” means the estimated date of delivery of the
mean Trade Ocean Shipping Services (Pty) Ltd t/a Trade Goods;
Ocean Logistics and/or Pentrade Logistics (Pty) Ltd t/a 2.1.10. “Facility fee” means the fee charged to cover the costs of
Trade Ocean Logistics, as applicable to the customer’s disbursing incurred by TO on behalf of the Customer;
transaction/s. 2.1.11. “FIATA” means the International Federation of Freight
1.3. These T&Cs apply uniformly to all quotations, services, Forwarders Association;
transactions and invoices issued under the Trade Ocean 2.1.12. “Finance fee” means the fee charged to cover the costs of
brand, irrespective of whether Trade Ocean Shipping financing incurred by TO on behalf of the Customer
Services (Pty) Ltd t/a Trade Ocean Logistics or Pentrade 2.1.13. "Goods" means any goods handled, transported or dealt
Logistics (Pty) Ltd t/a Trade Ocean Logistics is the with by or on behalf of or at the instance of TO or which
contracting entity. comes under the control of TO or its agents, servants or
nominees on the instructions of the Customer, and
2. INTERPRETATION includes any container, transportable tank, flat pallet,
package or any other form of covering, packaging, container,
machinery or equipment and/or related accessories used in
2.1. In these Terms and Conditions, unless clearly inconsistent
connection with or in relation to any such goods required
with or otherwise indicated by the context:
for TO's performance of the Clearing and Forwarding
2.1.1. "Agreement" shall mean the Order read with these Terms
Services;
and Conditions;
2.1.14. "Order" shall mean any order, whether verbal or in writing,
2.1.2. “Broker” means the professional marine insurance broker
received by TO from the Customer its agents,
appointed by TO from time to time;
representatives, servants or employees, for the provision of
2.1.3. “Business day" means any day of the week excluding
Clearing and Forwarding Services, which order has been
Saturdays, Sundays and/or public holidays in the Republic
accepted by TO and which order is governed by these
of South Africa;
Terms and Conditions;
2.1.4. “Clearing and Forwarding fees” shall mean the fees
2.1.15. “Owner” shall mean the owner of the Goods to which any
charged by TO to the Customer for Clearing and Forwarding
business concluded under these Terms and Conditions
Services rendered by TO to the Customer;
relates to, any person acting on their behalf and any other
2.1.5. "Clearing and Forwarding Services" means such services as
person who is or may have or acquire any interest, financial
may from time to time be required by the Customer to be
or otherwise, therein;
rendered by TO and shall include, without limitation, the
2.1.16. "Parties" means the Customer and TO and "Party" means
undertaking or arranging the carriage of goods by air, sea,
either of them as the context indicates;
inland waterway, rail and/or road; and the Storage, loading,
2.1.17. "Prime Rate" shall mean the prime rate of interest quoted
unloading, packing, unpacking, consolidation, de-
publicly by Standard Bank of South Africa Limited from
consolidation, collection, delivery and/or other handling of
time to time, which rate may be proved by a certificate
goods; and performing all such other activities and duties
signed by any officer of that bank, whose appointment and
in connection with the aforegoing functions as may be
authority it shall not be necessary to prove, and which
necessary;
certificate shall constitute prima facie proof of the
2.1.6. “Cargo supervision fee” means the service fee charged by
contents thereof;
TO to supervise cargo operations on behalf of the
2.1.18. “Statutory Authority” means any entity, body or
Customer;
organisation set up by law which is authorised to enact
2.1.7. “Customer" means any person, whether as an agent or
legislation on behalf of the relevant country;
principal, at whose request or on whose behalf TO
2.1.19. “Standard tariff” means TO’s predetermined fees
undertakes any business or provides any advice,
applicable to all services rendered by it, as revised annually
information or service or who places an Order for the
and/or amended from time to time;
provision of Clearing and Forwarding Services by TO,


Revised February 2026 1
f2.1.20. "Supplier" shall mean any person with whom TO transacts may provide such additional Clearing and Forwarding
any business for purposes of rendering the Clearing and Services as TO in its sole and absolute discretion deems
Forwarding Services to the Customer, and shall include, but necessary, expedient and in the interests of the Customer.
not be limited to: ship chandlers, vendors of all types of 4.2. All Clearing and Forwarding Services provided by TO as
Goods, repairers, suppliers of Goods and services of contemplated by 4.1, and the terms and conditions upon
whatsoever nature, other ships' agents or brokers, which such Clearing and Forwarding Services are provided,
importers and exporters, and port and other authorities in shall, at all times, be deemed to have been specifically
the Republic of South Africa; authorised and approved by the Customer.
2.1.21. "Terms and Conditions" or “T&Cs” shall mean the terms 4.3. The Customer's instructions to TO shall be precise,
and conditions recorded herein; unambiguous and comprehensive in all respects.
2.1.22. "TO" shall mean Trade Ocean Logistics as defined in clause Instructions given by the Customer to TO shall be
1 and are private companies with limited liability, duly recognised by TO as valid only if given timeously and in
incorporated in accordance with the company laws of the writing. Oral, standing and general instructions and
Republic of South Africa; instructions which are not given timeously, even if such
2.2. Where applicable, the provisions of 2.1 shall impose instructions are received by TO without comment, shall
substantive obligations on the Parties as provided in the not, in any way, be binding upon TO, provided that TO may
provision concerned. act on such instructions as TO, in its sole and absolute
2.3. In these Terms and Conditions words and expressions discretion, deems fit.
importing the masculine gender shall include the feminine 4.4. Notwithstanding anything to the contrary contained in
and neuter genders and visa versa; the singular shall these Terms and Conditions, if at any time TO considers it
include the plural and visa versa, and natural persons shall to be in the Customer's interests, or in the public interest,
include artificial persons and visa versa. to depart from any of the Customer's instructions (or any
2.4. The clause headings in these Terms and Conditions have part thereof), TO shall be entitled, insofar as such
been inserted for convenience only and shall not be taken departure is reasonable, to depart therefrom and shall not
into account in its interpretation. incur any liability in consequence of doing so.
2.5. Words and expressions defined in any sub-clause shall, for 4.5. TO shall be entitled to engage the services of a Supplier to
the purposes of the clause of which that sub-clause forms perform the Clearing and Forwarding Services (or any part
part, bear the meaning assigned to such words and thereof) and any such Supplier shall be deemed to be an
expressions in that sub-clause. independent contractor appointed by the Customer, and
2.6. No provision of these Terms and Conditions shall be not a servant of TO.
construed against or interpreted to the disadvantage of any
Party hereto by reason of such Party having, or being 5. DURATION
deemed to have, structured or drafted such provision.
2.7. The eiusdem generis rule shall not apply and whenever the 5.1. The agreement recorded in these Terms and Conditions
term “including” is used shall commence on the date of acceptance of the Order by
2.8. When these Terms and Conditions prescribe any number of TO and shall, unless terminated earlier in accordance with
days, such days must be reckoned exclusively of the first the provisions of 3.2, 41 or 43, endure indefinitely.
and inclusively of the last day. If the last day falls on a day
that is not a business day, it will be deemed to fall on the 6. REMUNERATION OF TO
next business day.
2.9. These Terms and Conditions shall be governed by and
6.1. Fees
construed and interpreted in accordance with the laws of
6.1.1. The Customer shall pay to TO the Clearing and Forwarding
the Republic of South Africa and the Customer consents to
fees (and/or Facility fees and/or Finance fees and/or Cargo
the jurisdiction of the High Court.
Supervision fees, whichever is applicable) as set out in TO’s
Standard Tariff (as amended from time to time) or
3. APPOINTMENT otherwise agreed between TO and the Customer, for the
Clearing and Forwarding Services rendered by TO. In the
3.1. The Customer hereby appoints TO to act as its agent in the event of there being no written confirmation as to the
Republic of South Africa for purposes of performing the Clearing and Forwarding fees to be charged by TO, or in the
Clearing and Forwarding Services, and TO hereby accepts event of a particular Clearing and Forwarding Service not
such appointment, on the Terms and Conditions contained being provided for in these Terms and Conditions or
herein. otherwise, the Customer shall pay to TO the fees contained
3.2. The Order and these Terms and Conditions constitute a in TO’s Standard Tariff, as amended from time to time.
binding agreement between the Customer and TO, and this 6.1.2. The Customer shall be liable for, and shall pay to TO, all
Agreement shall terminate upon both parties having costs and expenses incurred by TO, including the fees
discharged all their obligations in terms of this Agreement, referred to in 6.1.1 in providing the Clearing and Forwarding
unless otherwise provided for in terms hereof. Services at the request or on the instruction of the
3.3. The Customer accepts and agrees to be bound by these Customer itself, the office of the Customer or its agents,
Terms and Conditions on placing an Order with TO for the nominees, representatives or servants, howsoever
Clearing and Forwarding Services. communicated to TO and notwithstanding the fact that any
such persons may have exceeded their authority in
4. SCOPE OF TO’s AUTHORITY requesting or instructing the provision of the Clearing and
Forwarding Services.
4.1. TO shall provide such Clearing and Forwarding Services as 6.1.3. The Customer shall reimburse TO for all costs and
are required by the Customer in terms of the Order and TO expenses incurred by TO in respect of the receipt of


Revised February 2026 2
f currency from the Customer, or the remittance of currency 7.6. Save to the extent otherwise provided, all amounts due by
to, or on behalf of, the Customer. the Customer to TO (including damages) in terms of or
6.1.4. TO shall be entitled to withhold performance of the arising out of the Order and/or these Terms and Conditions
Clearing and Forwarding Services for as long as the shall, unless paid on due date, bear interest from the due
Customer is in default of the provisions of these Terms and date to date of final payment. Such interest shall be
Conditions. calculated at the Prime Rate plus 6% (six per centum) per
6.2. Disbursements annum; and capitalised monthly in arrears on the balance
6.2.1. TO shall not be obliged to make any disbursement due.
whatsoever on behalf of the Customer until such time as
TO has been paid all amounts then due by the Customer to 8. QUOTATIONS AND ESTIMATES
TO in respect of the provision of the Clearing and
Forwarding Services by TO; and TO has received sufficient 8.1. TO shall be entitled, at any time and on 48 (forty-eight)
funds for purposes of paying the particular disbursement, hours written notice to the Customer, to cancel or resile
and shall not be in default of its obligations by failing to from the Agreement in circumstances where it becomes
make such payment. impracticable or uneconomical for TO, in its sole and
6.3. Security absolute discretion, to perform in terms of the Agreement
6.3.1. TO may, at any time, require the Customer to furnish at the quoted or estimated rate, and the Customer shall
security for the payment of such amounts as are, or will have no claim whatsoever against TO for any loss that the
become, due to TO by the Customer in connection with the Customer may incur as a result of TO cancelling or resiling
performance of the Clearing and Forwarding Services, and from the Agreement.
for the due reimbursement of disbursements made, or to 8.2. Without in any way limiting the provisions of 8.1, all
be made, by TO on behalf of the Customer. quotations or estimates in respect of enquiries by the
6.4. Credit Facilities Customer or a prospective Customer are subject to revision
6.4.1. TO reserves the right, at any time, to summarily cancel any on 48 (forty-eight) hours' written notice, having regard to
credit facilities granted to the Customer pursuant to the changes in currency exchange rates and increases in
performance of the Clearing and Forwarding Services. In amounts payable by, or on behalf of, or at the instance of
the event of TO exercising its rights in terms of this 6.4, all TO to third Parties including, without limitation: freight,
amounts then due and owing to TO by the Customer shall surcharges, insurance premiums, equipment rental and
immediately become due and payable on demand. labour charges, where such changes and increases take
place after quotation. Any revision of a quotation or
7. PAYMENT BY CUSTOMER estimate in respect of enquiries by the Customer or a
prospective Customer shall be commensurate with the
7.1. Unless otherwise specifically agreed between the Customer change in the currency exchange rate or the increase in the
and TO in writing, the Customer shall pay to TO in cash and amounts payable (as the case may be). Any such change
immediately upon presentation of invoice, all sums due to and/or increase shall, failing agreement between the
TO. Parties, be determined by the auditors for the time being of
7.2. Notwithstanding the provisions of 7.1 above, TO shall at its TO, or any other suitably qualified auditors nominated by
sole discretion be entitled to request the Customer to TO, who, in such determination, shall act as experts and
make an advance payment(s) to TO for the provision of any not as arbitrators, and whose decision shall be final and
Clearing and Forwarding Services, such which TO may at its binding on the Parties.
sole discretion set off against any invoices subsequently
issued to the Customer. 9. APPLICABLE LEGISLATION
7.3. All payments made by the Customer to TO in terms of
these Terms and Conditions shall be made free of set-off, 9.1. If TO is obliged, in the execution of any of its duties and/or
bank charges, bank exchange charges, foreign bank charges responsibilities to comply with any common law or
when effecting payment to TO from a foreign bank account, statutory law (“the law”) of any nature whatsoever, then TO
commission or any other deduction, and the Customer shall by complying therewith, shall not be deemed to waive nor
not have the right to defer, adjust or withhold any payment abandon any of its rights in terms of these Terms and
due to TO in terms of or arising out of these Terms and Conditions. In addition thereto, in complying with the law,
Conditions, or to obtain deferment of judgment for such TO shall not be deemed to have assumed any onus,
amounts or any execution of such judgment by reason of obligation, responsibility or liability in favour of the
any set-off or counterclaim of whatsoever nature or Customer. The Customer agrees to abide by TO’s Safety,
howsoever arising. Health and Environmental Rules, if applicable.
7.3.1. Any interest accrued on (pre-paid) funds is not for 9.2. If any of the terms of these Terms and Conditions are in
Customers benefit. conflict with the law, then and in such event the conflicting
7.4. All and any monies received by TO from the Customer shall term embodied herein shall be deemed to be amended
be appropriated by TO, in its sole and absolute discretion, and/or altered to conform therewith, and such amendment
to any indebtedness owing by the Customer to TO, and/or alteration shall not in any way affect the remaining
notwithstanding that the Customer may, when making provisions of these Terms and Conditions.
payment, seek to appropriate the payment so made to any
particular debt or portion of a debt. 10. TRANSPORTATION OF GOODS
7.5. Notwithstanding the provisions of 7.1and 7.2above, TO shall
at its sole discretion be entitled to extend credit terms to
10.1. TO deals with all Goods only on the basis that it is neither
the Customer.
a common carrier nor a public carrier. Every undertaking by
TO to convey Goods is subject to the condition that TO has

Revised February 2026 3
f available a suitable vehicle or vehicles at the appropriate TO, make it in whole or in part, impossible or impracticable
time. for TO to comply with a Customer’s instructions, TO shall
10.2. TO shall be entitled to issue in respect of the whole or part take reasonable steps to inform such Customer of such
of any contract for the movement of Goods, a warehouse events or circumstances and to seek further instructions. If
and/or forwarding receipt, a consignment or delivery note, such further instructions are not timeously received by TO
or a container terminal or transport order, (any of which in writing, TO shall, at its sole discretion, be entitled to
may reflect TO or another as the carrier in terms thereof). detain, return, store, sell, abandon, or destroy all or part of
10.3. Where the vehicle is loaded at the Customer’s premises or the Goods concerned at the risk and expense of the
under the Customer’s supervision, the Customer shall be Customer. In the event that TO sells the Goods, the
liable for all costs, fines and/or penalties arising from the provisions of clause 22.2 shall apply mutatis mutandis.
overloading of any vehicle or incorrect weight distribution
of Goods on a vehicle. 13. COMPANY’S OBLIGATIONS IN THE ABSENCE OF
10.4. TO shall be entitled to issue in respect of the whole or part INSTRUCTIONS
of any contract for the movement of Goods, a combined
transport document or bill of lading ("BL") in a form that 13.1. Unless specific written instructions are timeously given to
shall be within TO’s discretion, including a FIATA and accepted by TO, TO shall not be obliged to;
combined/multimodal transport bill of lading, a warehouse 13.1.1. make any declaration for the purpose of any statute,
and/or forwarding receipt, an air or sea waybill, a convention, or contract, as to the nature or value of any
consignment or delivery note, a container movement or Goods or as to any special interest in delivery. In particular,
transport order, a Groupage or house bill of lading or a TO shall be under no obligation to make any declaration or
received for shipment or despatch bill of lading, (any of to seek any special protection or cover from any carrier in
which may reflect TO or another as the carrier in terms respect of any Goods which are, or fall within the definition
thereof), provided that where a BL is issued these Trading ascribed thereto as Dangerous Goods or other Goods which
Terms and Conditions shall continue to apply as between require special conditions of handling or storage and/or;
TO on the one part and the Customer and/or the owner on 13.1.2. arrange for any particular Goods to be carried, stored or
the other part, (save with regard to the owner, to the extent handled separately from other Goods
that they conflict with the terms and conditions applicable
to the BL, in which event the provisions of the BL shall to 14. CUSTOMER’S UNDERTAKINGS
the extent of such conflict only, have precedence). The
issue of the BL by TO shall entitle it to raise an additional
14.1. For all purposes hereunder the Customer shall be deemed
charge determined by TO, to cover any additional
to have in relation to the Customer’s business and the
obligations arising under the BL.
Goods and the services to be rendered by TO in respect
thereto, reasonable knowledge of all matters directly or
11. COMPANY’S DISCRETION IN THE ABSENCE OF indirectly relating thereto or arising there from including,
INSTRUCTIONS without limitation, terms of sale and purchase and all
matter relating thereto and the Customer undertakes to
11.1. In the absence of specific instructions given timeously in supply all such pertinent information to TO.
writing by the Customer to TO: 14.2. The Customer warrants that:
11.1.1. It shall be in the reasonable discretion of TO to decide at 14.2.1. it is either the owner or the authorised agent of the owner
what time to perform or to procure the performance of any of any Goods in respect of which the Customer instructs
or all of the acts which may be necessary or requisite for TO and that each such person is bound by these Trading
the discharge of its obligations to the Customer; Terms and Conditions;
11.1.2. TO shall have an absolute discretion to determine the 14.2.2. in authorising the Customer to enter into any contract with
means, route and procedure to be followed by it in TO and/or in accepting any document issued by TO in
performing all or any of the acts or services it has agreed to connection with such contract, the owner, sender or
perform; consignee is bound by these Terms and Conditions for itself
11.1.3. In all cases where there is a choice of tariff rates or and its agents and for any parties on whose behalf it or its
premiums offered by any carrier, warehouseman, agents may act, and in particular, but without prejudice to
underwriter, or other person depending upon the declared the generality of the aforegoing, it accepts that TO shall
value of the relevant Goods or the extent of the liability have the right to enforce against them jointly and severally
assumed by the carrier, warehouseman, underwriter or any liability of the Customer under these Terms and
other person, it shall be in the sole discretion of TO as to Conditions or to recover from them any sums to be paid by
what declaration, if any, shall be made, and what liability, if the Customer, which upon proper demand have not been
any, shall be imposed on the carrier, warehouseman, paid;
underwriter or other person. 14.2.3. all information and instructions supplied or to be supplied
by it to TO is and shall be accurate, true and
12. COMPANY’S GENERAL DISCRETION comprehensive, and in particular, without derogating from
the generality of the aforegoing, the Customer shall be
12.1. Notwithstanding anything to the contrary herein contained, deemed to be bound by and warrants the accuracy of all
if at any time TO should consider it to be in the Customer’s descriptions, values and other particulars furnished to TO
interests or for the public good to depart from any of the for Customs, consular and other purposes, and the
Customer’s instructions, TO shall be entitled to do so and Customer warrants that it will not withhold any necessary
shall not incur any liability in consequence of doing so. or pertinent information, and indemnifies TO against all
12.2. If events or circumstances come to the attention of TO, its claims, losses penalties, damages, expenses and fines
agents, servants, or nominees which, in the sole opinion of whatsoever, whensoever and howsoever arising as a result


Revised February 2026 4
f of a breach of the aforegoing whether negligently or agrees that TO shall have no responsibility or liability to the
otherwise, without derogating from the generality of the Customer for any act or omission of such third party, even
aforegoing, any assessment or reassessment; though TO may be responsible for the payment of such
14.2.4. all Goods will be properly, adequately and appropriately third party’s charges; but TO shall, if suitably indemnified
prepared and packed, stowed, labelled and marked, having by the Customer against all costs, (including attorney and
regard, inter alia, to the implementation by or on behalf of client costs) which may be incurred or awarded against TO,
TO or at its instance of the contract involved, and the take such action against the third party on the Customer’s
characteristics of the Goods involved and are capable of behalf as the Customer may direct.
withstanding the normal hazards inherent in the
implementation of such contract; 17. TERMS AND CONDITIONS OF AGENTS AND
14.2.5. where Goods are carried in or on containers, trailers, flats, SUBCONTRACTORS
tilts, railway wagons, tanks, igloos or any other unit load
devices specifically constructed for the carriage of Goods 17.1. Notwithstanding anything to the contrary contained herein,
by land, sea or air, (each such device hereinafter individually the Customer agrees that all Goods shall be dealt with by
referred to as “the transport unit”) then save where TO has TO on the terms and conditions, whether or not
been given and has accepted specific written instructions inconsistent with these Terms and Conditions, stipulated by
to load the transport unit that the transport unit has been the carriers, warehousemen, government departments, and
properly and competently loaded; and that the Goods all other parties (whether acting as agents or
involved are suitable for carriage in or on the transport subcontractors to TO or not) into whose possession or
unit; and that the transport unit is itself in a suitable custody the Goods may pass, or subject to whose authority
condition to carry the Goods loaded therein and complies they may at any time be, and the Customer indemnifies TO
with the requirements of all relevant transport authorities accordingly.
and carriers.
18. INSURANCE
15. TO ENTITLED TO ACT AS AGENT OR PRINCIPAL IN
CONTRACTING 18.1. In terms of the Financial Advisory and Intermediary
Services Act 37 of 2002, TO may not facilitate any insurance
15.1. Unless otherwise agreed in writing, TO in procuring the transaction at the instruction of the Customer nor give
carriage, storage, packing or handling of Goods shall be insurance advice to the Customer as it is not a licenced
entitled to act either as an agent for and on behalf of the Financial Services Provider. There is a Mandate agreement
Customer or as a principal, as it in its sole and absolute in place between TO and their Broker, whereby the Broker
discretion deems fit. has mandated TO to operate as its Mandatary for the
15.2. The offer and acceptance of a fixed price for the specific purposes of performing an insurance premium
accomplishment of any task shall not itself determine collection service on its behalf. This service will accompany
whether such task is to be arranged by TO acting as agent certain other administrative or clerical services performed
or as a principal. for and on behalf of the Broker relative to the short-term
15.3. The Customer acknowledges that when TO, as agent for marine insurance policies that are managed by the Broker.
and on behalf of the Customer, concludes any contract Should the Customer require marine insurance, they will be
with a third party, such agreement is concluded between directed to the Broker by TO, the Broker being the correct
the Customer and the third party. party to provide marine insurance advice and intermediary
15.4. Unless otherwise agreed in writing, TO, when acting as services.
agent for and on behalf of the Customer, shall be entitled
to enter into any contract it reasonably deems necessary or 19. OWNER’S RISK
requisite for the fulfilment of the Customers instructions,
including, without limitation, contracts for the carriage of
19.1. All handling, packing, loading, unloading, warehousing and
Goods by any route or means or person; and contracts for
transporting of Goods by or on behalf of or at the request
the storage, packing, transport, shipping, loading, unloading
of TO are effected at the sole risk of the Customer and/or
and/or handling of Goods by any person at any place
the owner, and the Customer indemnifies TO accordingly.
whether on shore or afloat and for any length of time; and
the carriage or storage of Goods in break-bulk form in or on
20. GOODS REQUIRING SPECIAL ARRANGEMENTS
transport units as defined in clause 14.2.5 or with or
without other Goods of whatsoever nature.
20.1. Except under special arrangements previously made in
writing with TO, TO will not accept or deal with bullion,
16. SUBCONTRACTING
coin, precious stones, jewellery, valuables, antiques,
pictures, human remains, livestock or plants. Should the
16.1. Any business entrusted by the Customer to TO may, in the
Customer nevertheless deliver such Goods to TO or cause
absolute discretion of TO, be fulfilled by TO itself, by its
TO to handle or deal with any such Goods otherwise than
own servants performing part or all of the relevant services,
under special arrangements previously made in writing, TO
or by TO employing, or entrusting the Goods or services to
shall incur no liability whatsoever in respect of such Goods,
third parties on such conditions as may be stipulated by, or
and in particular, shall incur no liability in respect of its
negotiated with, such third parties for the purposes of such
negligent acts or omissions in respect of such Goods. A
services, or such part thereof as they may be employed to
claim, if any, against TO in respect of the Goods referred to
carry out.
in this clause 20 shall be governed by the provisions of
16.2. Where TO employs third parties to perform all or any of the
clauses 37 and 38.
functions which it has agreed to perform, the Customer


Revised February 2026 5
f21. GOODS / DANGEROUS GOODS REQUIRING PRIOR CONSENT Customer hereby authorises TO and without first obtaining
OF TO an order of court, to sell all or any of the Goods by public
auction, private treaty or otherwise on reasonable notice to
21.1. The Customer shall obtain in advance TO’s specific written the Customer, such notice which need not exceed 14
consent to accept into its possession or control or into the (fourteen) calendar days. The net proceeds of any such
possession or control of any of its servants, agents or sale, after deducting there from all costs, charges and
employees any Dangerous Goods and any Goods, including expenses incurred by TO, shall be applied in reduction or
radio-active materials, which may be or become dangerous, discharge as the case may be, of the Customer’s obligations
inflammable or noxious, or which by their nature may to TO in respect of such Goods, without prejudice to TO’s
injure, damage, taint or contaminate, or in any way rights to recover from the Customer any balance which may
whatsoever adversely affect any person, goods or property, remain owing to TO after the exercise of such rights. Should
including goods likely to harbour or attract vermin or other the total amount collected by TO, after deducting there
pests. The Customer shall, at all material times, provide TO from all costs, charges and expenses incurred by TO in
with current Material Safety Data Sheets in respect of respect thereof, exceed the full amount of the Customer’s
Dangerous Goods as required by law. obligations to TO in respect of such Goods, TO shall be
21.2. The Customer warrants that such Goods, or the case, crate, obliged to refund such excess to the Customer.
box, drum canister, tank, flat, pallet, package or other
holder or covering of such Goods will comply with any 23. ABNORMAL LOADS
applicable laws, regulations or requirement of any authority
or carrier and that the nature and characteristics of such 23.1. TO shall not transport abnormal loads unless an agreement
Goods and all other data required by such laws, regulations to that effect is concluded in writing between the Parties
or requirements will be prominently and clearly marked on relating to, among other things, route surveys; and/or the
the outside cover of such Goods. cost of any traffic escorts required by the applicable
21.3. The Customer furthermore warrants that any consignee in authorities and any charges for raising overhead wires,
respect of any such Goods will be authorised and/or switching off power, removing obstacles along the route,
qualified to uplift, receive and/or handle such Goods. and/or any other work that might be necessary for the
21.4. If any such Goods are delivered to TO, whether or not in passage of such loads; and/or access to loading and off-
breach of the provisions of clause 21.1, such Goods may for loading sites; or an indemnity from the Customer with
good reason as TO in its sole discretion deems fit including, regard to the costs of repairing any damage caused by the
without limitation, the risk to other Goods, property, life or passage of the load over private property (unless caused by
health be destroyed, disposed of abandoned or rendered the negligence of TO, its servants, agents or
harmless or otherwise dealt with at the risk and expense of subcontractors).
the Customer and without TO being liable for any 23.2. Any agreement to transport abnormal loads shall be
compensation to the Customer or any other party, and subject to the condition that the relevant permits are
without prejudice to TO’s rights to recover its charges timeously obtained from the applicable authorities; and/or
and/or fees including the costs of such destruction, the applicable authorities approve a suitable and direct
disposal, abandonment or rendering harmless or other route and do not subsequently vary such route.
dealing with the Goods.
21.5. The Customer indemnifies TO against all loss, liability or 24. COLLECTION AND DELIVERY
damage caused as a result of the tender of Goods to TO
and/or out of the aforegoing. 24.1. Unless the Parties have agreed to the contrary in writing,
TO shall not be responsible for the loading or offloading of
22. SALE OF PERISHABLE AND OTHER GOODS vehicles, save at its own premises; provided that TO may
give assistance in that regard where such assistance is
22.1. Without limiting or affecting any other terms of these customary and practicable, but any assistance so given
Trading Terms and Conditions, all Goods (whether shall be without liability on the part of TO.
perishable or otherwise) in the care, custody or control of 24.2. TO may refuse to receive any Goods if it has reasonable
TO may at the Customer’s expense be sold or otherwise cause to do so, including, but not limited to circumstances
disposed of by TO without notice to the Customer, sender, where TO is not satisfied that arrangements have or will be
owner or consignee, if such Goods have begun to made for the removal of such Goods from its premises.
deteriorate or are likely to deteriorate; and/or such Goods 24.3. The Customer shall accept all responsibility for damage or
are insufficiently addressed or marked; or the Customer loss of whatsoever nature within its or any consignee’s
cannot be identified; and/or the Goods have not been premises to vehicles or Goods, due to unsuitability of
collected or accepted by the Customer or any other person means of access to the loading or offloading points; and/or
after the expiration of twenty one (21) calendar days from roads, manholes, covers, kerbs, mains, pipes, bridges,
TO notifying the Customer in writing to collect or accept weighbridges or approaches, and/or anything of a like
such Goods, provided that if TO has no address for the nature, en route to the loading or offloading point, due to
Customer such notice period shall not be necessary, and the weight or nature of the vehicle or its load.
payment or tender of the net proceeds, if any, of the sale 24.4. TO shall be entitled to deliver Goods to the bearer of any
thereof after deduction of those charges and expenses delivery order or other document relating to such Goods,
incurred by TO in respect thereof shall be equivalent to notwithstanding that such delivery order or other
delivery of such Goods. document provides for delivery to a named party or to his
22.2. Should any amount owing by the Customer to TO in respect order. TO shall be entitled to assume that the person
of any Goods referred to in clause 21.1 become due and presenting such delivery order or other document is the
payable and remain unpaid, TO shall be entitled and the person lawfully entitled to take delivery and is not required


Revised February 2026 6
f to verify signatures appearing on such delivery order or 28. PACKING
other document. The Customer is obliged to advise TO of
the authorised recipients of the Goods. 28.1. In the event that TO agrees to undertake the packing of the
24.5. If delivery of any Goods is not accepted by the Customer, Goods into any container or the packaging or unitisation of
consignee or party nominated by the Customer at the the Goods for any purpose, it shall be the obligation of the
appropriate time and place then TO shall be entitled to Customer to provide TO with full packing and labelling
store the Goods or any part thereof at no risk to TO and at instructions in writing, including but not limited to any
the expense of the Customer and the provisions of clause requirements as to internal or other securing, mass
21.2 shall apply mutatis mutandis. distribution, maximum aggregate mass restrictions,
labelling, temperature control or other restrictions,
25. WAREHOUSING information as to the properties of the Goods and any
noxious or other possible hazardous or dangerous
25.1. Pending forwarding and/or delivery by or on behalf of TO, properties they might possess, failing which such packing
Goods may be warehoused or otherwise held at any place shall be effected by TO at the sole risk and expense of the
as determined by TO in its absolute discretion, at the Customer.
Customer’s expense.
25.2. All Goods delivered to TO for warehousing are stored at the 29. EXAMINATION OF LANDED GOODS
sole risk of the Customer and shall be properly packed and
labelled and in the event of any such Goods requiring 29.1. Where it is necessary for an examination to be held or
special storage, packaging or labelling by reason of its other action to be taken by TO in respect of any
nature or properties or in accordance with any regulation, discrepancy in the Goods which are landed or discharged
convention or statute, all such requirements shall be from any vessel, aircraft, vehicle, or transport unit, no
complied with by the Customer; and notice of any special responsibility shall attach to TO for any failure to hold such
storage requirements of any such Goods shall be given to examination or to take any other action unless TO has been
TO in writing prior to the delivery of the Goods into the timeously advised by the landing or discharge agent that
custody of TO or its agents. such Goods have been landed and that such a discrepancy
25.3. TO shall not be obliged to take delivery of any Goods in the exists.
event of it reasonably being of the view that such Goods or 29.2. TO will not be responsible for examining or counting any
the handling and storage thereof are for any reason Goods received by it where such Goods are bundled,
whatsoever undesirable. Every undertaking to warehouse palletised or packed in any manner such that their number
Goods is subject to the condition that TO has available a cannot be quickly and easily counted. Should TO undertake
suitable storage facility at the appropriate time. to count Goods so received, it shall incur no liability in
25.4. Notwithstanding anything else to the contrary herein respect of any error or inaccuracy in such counting,
contained, the Customer and the owner of the goods whether such error or inaccuracy is the result of negligence
indemnify TO against any consequences (including all on the part of TO or otherwise.TO shall be entitled to levy a
damages and losses) howsoever resulting from the storage charge on the Customer for the counting of Goods in such
of any goods tendered for transport or warehousing, unless circumstances.
the consequence has come about due to the gross
negligence of TO. 30. DUTIES, TAXES, IMPOSTS, LEVIES, DEPOSITS AND
DISCOUNTS
26. COLLECTION OF EXPENSES AND C O D (CASH ON
DELIVERY) 30.1. The Customer shall, whether or not the cause of payment
was due to an act, instruction or omission of the sender,
26.1. When Goods are accepted or dealt with by TO upon owner and/or consignee and their agents if any, be liable for
instructions to collect freight, duties, charges or other any duties, taxes, imposts, levies, deposits or out-lays of
expenses from the consignee or any other person, the whatsoever nature levied by or payable to the authorities,
Customer shall remain responsible for all expenses intermediaries or other parties at any port or place or in
incurred by TO with respect to the Goods, even if they are connection with the Goods and whether at the time of
not paid by such consignee or any other person entry and/or at any subsequent time and for any payments,
immediately when due. If accepted by TO, instructions to fines, penalties, expenses, loss or damage or whatsoever
collect payment on delivery shall be subject to the incurred or sustained by TO in connection therewith or
condition that TO will be entitled to assume that the arising thereout.
recipient will effect payment and in the matter of such 30.2. TO shall bear no liability in consequence of the fact that
collection will not be liable for any negotiable instrument there may be a change in the rate of duty, wharfage, freight,
which is not met on due date for payment. railage or cartage or any other tariff, before or after the
performance by TO of any act involving a less favourable
27. SUNDRY GOODS RECOGNISABLE AS THE CUSTOMER’S rate or tariff or by virtue of the fact that a saving might
have been effected in some other way had any act been
27.1. The company shall have no obligation to take any action in performed at a different time.
respect of any Goods which may be recognisable as 30.3. TO is entitled to the benefits of any discounts obtained and
belonging to the Customer unless and until it receives to retain and be paid all brokerages, commissions,
suitable instructions relating to those Goods together with allowances and other remunerations of whatsoever nature
all necessary documents. in relation to the Goods or Services, and shall not be
obliged to disclose or account to the Customer or Owner
for any such amounts received or receivable by it.


Revised February 2026 7
f31. RECOVERY OF DUTIES INCORRECTLY PAID 35. INDEMNITY BY THE CUSTOMER

31.1. Where as a result of any act or omission by or on behalf or 35.1. Without prejudice to any of TO’s rights and securities under
at the instance of TO and whether or not such act or these Trading Terms and Conditions, the Customer
omission was negligent, any duty, tax, levy, railage, indemnifies and holds harmless TO against all liabilities,
wharfage, freight, cartage or any other impost or charge has damages, costs, disbursements and expenses whatsoever
been paid or levied in an incorrect amount, then any incurred or suffered by TO arising directly or indirectly from
responsibility or liability to the Customer which TO may or in connection with the Customer’s express or implied
otherwise have will cease and fall away if the Customer instructions or their implementation by or on behalf of or at
does not – the instance of TO in relation to any Goods and in
31.1.1. within a reasonable time having regard to all the particular, but without limitation of the aforegoing, in
circumstances, and in particular to the time allowed for the respect of any liability whatsoever which may be incurred;
recovery from the payee of the amount overpaid, advise TO 35.1.1. to any hauler, carrier, warehouseman or other person
that an incorrect amount has been paid or levied, and whatsoever at any time involved with such Goods arising
31.1.2. do all such acts as are necessary to enable TO to effect out of any claim made directly or indirectly against any
recovery of the amount incorrectly paid. The fact that the such person by the Customer or by any consignor,
Customer may not be aware that any such incorrect consignee or owner of such Goods or by any person having
payment has been made shall not constitute a an interest in such Goods or by any other person
circumstance to be taken into account in calculating what whatsoever; and/or
is a reasonable time for the purpose of clause 31.1. Should 35.1.2. to any owner or consignee of such Goods who is not the
any act or omission by the Customer, whether or not such Customer of TO where TO performs the service of a
act or omission was due to ignorance on the part of the deconsolidation agent, or any other service; and/or
Customer, and whether or not such ignorance was 35.1.3. to any carrier of the Goods if TO is the consignor or
reasonable or justified in the circumstances, prejudice TO’s consignee of the Goods; and/or
right of recovery, the Customer shall be deemed not to 35.1.4. in respect of any Goods referred to in clause 21.
have complied with the provisions of clauses 31.1.
36. NO CLAIMS AGAINST COMPANY DIRECTORS AND
32. RISK OF POSTED ITEMS EMPLOYEES

32.1. Notwithstanding any prior dealings between TO and the 36.1. The Customer undertakes that no claims shall be made
Customer all documents, cash, cheques, bank drafts or against any director, servant or employee of TO which
other remittances, sent to TO through the post shall be imposes or attempts to impose upon him any liability in
deemed not to have been received by TO unless and until connection with the rendering of any services which are the
they are actually received by TO. subject of these Trading Terms and Conditions and hereby
waives all and any such claims.
33. LICENCES
37. LIMITATION OF COMPANY’S LIABILITY
33.1. TO shall be excused from performing Clearing and
Forwarding Services in terms of any Agreement between it 37.1. Subject to the provisions of clause 37.4 and clause 38, TO
and the Customer if any licence, permit or similar shall not be liable for any claim of whatsoever nature
authorisation lawfully required for it to do so is revoked, (whether in contract or in delict) and whether for damages
terminated, not issued or not renewed for any reason or otherwise, howsoever arising, including but without
whatsoever. limiting the generality of the aforesaid, pertaining to any
negligent act or omission or statement by TO or its
34. INCOTERMS® directors, employees, servants, agents or nominees; and/or
any act or omission of the Customer or agent of the
34.1. Any Incoterm® which might be made applicable to any Customer with whom TO deals; and/or any loss, damage or
Agreement between TO and the Customer or between TO expense arising from or in any way connected with the
acting on behalf of the Customer and any third party, shall marking, labelling, numbering, non-delivery or mis-delivery
be interpreted in accordance with the published guidelines of any Goods; and/or any loss, damage or expense arising
issued from time to time by the International Chamber of from or in any way connected with the weight,
Commerce and particularly the Introduction to the official measurements, contents, quality, inherent vice, defect or
publication containing the latest Incoterms® published and description of any Goods; and/or any loss, damage or
in force as at the time of the incorporation of Incoterms® expense arising from or in any way connected with any
into such Agreement. In the event that any specific circumstance, cause or event beyond the reasonable
Incoterm® as published, is in the view of TO inappropriate control of TO, including but without limiting the generality
for the transaction to be undertaken, or is unclear, then TO of the aforesaid, strike, lock-out, stoppage or restraint of
shall, within its sole discretion on reasonable notice to the labour; and/or damages arising from loss of market or
Customer, have the right to amend or vary that term, or add attributable to delay in forwarding or in transit or failure to
rules or provisions for the interpretation thereof. carry out any instructions given to TO; and/or loss or non-
delivery of any separate package forming part of a
consignment or for loss from a package or an unpacked
consignment or for damage or mis-delivery; and/or damage
or injury suffered by the Customer or any person
whatsoever arising out of any cause whatsoever as a result


Revised February 2026 8
f of TO’s execution or attempted execution of its obligations premium payable by TO for such insurance. If TO does not
to the Customer and/or the Customer’s requirements or so agree, the limits referred to in clause 38.1 shall apply.
mandate; Unless, such claim arises from a grossly negligent
act or omission on the part of TO or its servants; and such 39. GENERAL AVERAGE
claim arises at a time when the Goods in question are in
the actual custody of TO and under its actual control; and 39.1. The Customer indemnifies and holds harmless TO in
the loss or non-delivery of any separate package forms part respect of any claims of a general average nature which
of a consignment or the loss is from a package or an may be made against TO and the Customer shall provide
unpacked consignment or for damage or mis-delivery such security as may be required by TO in this connection.
thereof, TO receives a written notice within five (5) calendar
days after the end of the transit where the transit ends in 40. TO’S LIEN
the Republic of South Africa and within fourteen (14)
calendar days after the end of the transit where the transit
40.1. All Goods and documentation pertaining thereto, including,
ends at a place outside the Republic of South Africa.
without limitation, bills of lading and import permits, as
37.2. In the event that TO elects not to refer any claim by the
well as all refunds, repayments, claims and other
Customer, which claim TO disputes, to arbitration for
recoveries or currency received by TO from, or on behalf of
determination and, in the further event of the Customer
the Customer, shall be held by TO subject to a general lien
failing to prosecute the claim as envisaged in Section 15(1)
and right of retention in lieu of any monies due to TO by
of the Prescription Act 68 of 1969 within one year from the
the Customer, sender, owner, consignee, importer or the
date on which the damage or loss occurred, such claim
holder of the bill of lading or their agents, if any, for any
shall be deemed to have been extinguished by effluxion of
reason whatsoever. If any moneys due to TO are not paid
time.
and/or the lien is not satisfied within fourteen (14) calendar
37.3. All Delivery Dates specified in the Orders placed by the
days of written notice to the person from whom the
Customer are estimates only and TO shall not be
moneys are due that such Goods or documents are being
responsible for any costs, expenses, losses or damages
detained, or should the Agreement be terminated without
suffered by the Customer, either directly or indirectly
TO having been paid all amounts owing to it by the
arising where the Goods or services are not delivered by
Customer, the Goods may be sold by auction, private treaty
the Delivery Date. The Customer must accept or pay for
or otherwise disposed of and the proceeds of the sale
Goods and services despite any delay in delivery or
applied to the satisfaction of the lien and expenses
despatch thereof.
incurred in respect of the sale; and TO shall be entitled to
37.4. Notwithstanding anything to the contrary contained in
set off and to deduct any amount owing to it by the
these Trading Terms and Conditions, TO shall not be liable
Customer from the amount of the proceeds held by it as a
for any indirect and consequential loss arising from any act
result of the sale; and the provisions of clause 21.2 shall
or omission or statement by TO, its directors, employees,
apply mutatis mutandis.
agents, servants or nominees, whether negligent or
otherwise.
41. FORCE MAJEURE

38. MONETARY LIMITATION OF LIABILITY OF TO
41.1. If any Party to these Terms and Conditions is prevented or
restricted, directly or indirectly, from carrying out all or any
38.1. In those cases where TO is liable to the Customer in terms
of its obligations under these Terms and Conditions by
of clause 37.1, in no such case whatsoever shall any liability
reason of strike, lock-out, fire, explosion, floods, riot, war,
of TO, howsoever arising, exceed whichever is the lesser of
accident, Act of God, embargo, legislation, shortage of or a
the following respective amounts, being the value of the
breakdown in transportation facilities, civil commotion,
Goods evidenced by the relevant documentation or
unrest or disturbances, cessation of labour, government
declared by the Customer for customs purposes or for any
interference or control, or any other cause or contingency
purpose connected with their transportation; or the value
beyond the control of that Party, the Party so affected shall
of the Goods declared for insurance purposes; or double
be relieved of its obligations under these Terms and
the amount of the fees raised by TO for its services in
Conditions during the period that such event and its
connection with the Goods, but excluding any amount
consequences continue, but only to the extent so
payable to subcontractors, agents and third parties.
prevented and shall not be liable for any delay or failure in
38.2. If it is desired that the liability of TO in those cases where
the performance of any obligations hereunder or any loss or
it is liable to the Customer in terms of clause 37.1 should
damages, whether general, special or consequential, which
not be governed by the limits referred to in clause 37.1
the other Party may suffer due to or resulting from such
written notice thereof must be received by TO before any
delay or failure, provided always that written notice shall
Goods or documents are entrusted to or delivered to or
forthwith be given of any such inability to perform by the
into the control of TO (or its agents or sub-contractors),
affected Party.
together with a statement of the value of the Goods. Upon
41.2. Any Party invoking force majeure in accordance with this
receipt of such notice TO may in the exercise of its sole
paragraph 41 shall upon termination of an event giving rise
and absolute discretion agree in writing to its liability being
thereto, forthwith give written notice of such cessation to
increased to a maximum amount equivalent to the amount
the other Party. If such force majeure continues for a
stated in the notice, in which case it will be entitled to
period of more than 90 (ninety) calendar days, then either
effect special insurance to cover its maximum liability and
Party shall be entitled forthwith to cancel these Terms and
the party giving the notice shall be deemed, by so doing, to
Conditions in respect of any obligations still to be
have agreed and undertaken to pay TO the amount of the
performed hereunder, and neither Party shall have any
claim against the other.

Revised February 2026 9
f42. BREACH the fourth day after posting, if sent by prepaid registered
mail; on the day after faxing, if sent by facsimile
42.1. If either Party to these Terms and Conditions breaches any transmission; and on the date of sending, if sent by
of the provisions of this Agreement and, where such breach electronic mail (email).
is capable of remedy, the defaulting Party fails to remedy 44.4. Notwithstanding anything to the contrary contained in this
the breach for a period of 10 (ten) calendar days after 44, a written notice or communication actually received by
receipt of notice from the aggrieved Party calling upon the the Customer from TO, shall be adequate written notice or
defaulting Party to remedy its breach; and/or commits any communication to the Customer notwithstanding that it
other breach of the terms of this Agreement which is was not sent or delivered at its chosen domicilium citandi
incapable of being remedied; and/or takes steps or has et executandi.
steps taken against it for its winding- up, sequestration or
liquidation (whether voluntary or otherwise), or commits 45. ARBITRATION
any act of insolvency in terms of the Insolvency Act 24 of
1936; and/or being a company or close corporation, ceases 45.1. Subject to 45.2, in the event of any dispute of whatsoever
to be controlled by the person(s) that control(s) it at the nature arising between the Parties in relation to any matter
date of commencement of these Terms and Conditions as provided for in, or arising out of these Terms and
contemplated in clause 4; and/or fails to contest or Conditions, then that dispute may, at the sole election of
discharge any final judgment taken against it in any court of TO, which election shall be communicated to the Customer
competent jurisdiction for a period of 10 (ten) days or in writing, be referred to arbitration to be held at Cape
longer; and/or ceases to carry on business for any reason Town. Should TO elect that the dispute be referred to
whatsoever; then such defaulting Party shall be deemed to arbitration, such dispute shall be referred to a single
be in breach of its obligations in terms of these Terms and arbitrator to be agreed upon by the Parties to the dispute
Conditions. or, failing such agreement, to be nominated by the
42.2. If either Party is in breach of these Terms and Conditions, president for the time being of the Maritime Law
or is deemed to be in breach of these Terms and Association of the Republic of South Africa, and such
Conditions in terms of 42.1, and provided the aggrieved arbitration shall be conducted in accordance with and
Party has given the defaulting Party 10 (ten) calendar days subject to the provisions of the Arbitration Act No. 42 of
written notice to remedy such breach and the defaulting 1965, or any statutory modification or re-enactment thereof
Party fails to timeously remedy such breach after receiving for the time being in force or such rules as the Parties may
such written notice, the aggrieved Party shall be entitled, agree to, in writing.
but not obliged, in addition to any other rights which it may 45.2. Should TO elect to proceed with arbitration in terms of 45.1,
have or remedies which may be available to it in terms of the provisions of 45.1 shall not preclude any Party from
these Terms and Conditions or otherwise in law, to; obtaining relief on an urgent basis from a court of
42.2.1. cancel these Terms and Conditions forthwith, with or competent jurisdiction pending the decision of the
without claiming damages; arbitrator.
42.2.2. obtain an order against the defaulting Party for specific
performance, with or without claiming damages; and/or 46. MISCELLANEOUS
42.2.3. claim such damages as it may have suffered in lieu of
specific performance, together with all amounts owing 46.1. Statutory Authorities
under, or in terms of these Terms and Conditions, whether 46.1.1. In the compilation and submission by TO to any Statutory
or not such amounts have become due for payment. Authority in respect of the application for any right, permit,
licence, exemption, permission or consent that may be
43. TERMINATION FOR CONVENIENCE required by the Customer, TO will exercise reasonable skill
and care to compile and submit the application to the
43.1. Either Party shall, in its sole and absolute discretion, be Statutory Authority correctly and within the prescribed
entitled, at any time, to terminate this Agreement on 30 filing deadlines. TO shall not be responsible or liable for the
(thirty) calendar days’ written notice to the other Party, correctness or accuracy of the information and/or
subject to clauses 3.2 and 5. documentation provided by the Customer or any failure by
the Customer to provide the information and/or
44. DOMICILIUM documentation in a timely manner, nor for any technical
problems or human errors beyond TO's control. TO shall
bear no liability of whatsoever nature irrespective of any
alleged negligence or fault on the part of TO, arising from
44.1. The Customer elects as their domicilium citandi et the submission by TO to any Statutory Authority of any
executandi, the address provided to TO in their written application or omission to file such application timeously or
Application for Cash or Credit Facility form and/or the at all and liability therefor shall rest exclusively with the
Order. Such address (not being a poste restante) shall be Customer and the Customer shall be responsible for the
the domicilium citandi et executandi at which all processes payment of any fines imposed by any Statutory Authority.
and notices arising out of or in connection with these The Customer hereby indemnifies and holds TO harmless in
Terms and Conditions or a breach or termination thereof respect thereof.
may be validly served upon and delivered to the Customer. 46.1.2. The e-mail address(es) of TO may not be used, copied, sold,
44.2. The Customer may, by notice in writing to TO, change its disclosed or incorporated into any database or mailing list
domicilium citandi et executandi. for spamming and/or other marketing practices without the
44.3. A notice sent by TO to the Customer shall be deemed to be prior written consent of TO.
received on the date of delivery, if delivered by hand; on

Revised February 2026 10
f46.1.3. Under no circumstances shall TO be liable to any party for force or effect, whether such purported variation or
any direct, indirect, special or other consequential damages alteration is written or oral, or takes place before or after
for any use of e-mail transmissions dispatched by TO or the receipt of these Terms and Conditions by the Customer.
attachments thereto, or of any other hyper linked web site, 46.5. Relaxation
including, without limitation, any lost profits, business 46.5.1. No latitude, extension of time or other indulgence which
interruption, loss of programs or other data or information may be given or allowed by any Party to the other in
handling systems or otherwise, even if TO has been respect of the performance of any obligation hereunder, or
expressly advised of the possibility of such damages. the enforcement of any right arising from these Terms and
46.1.4. No e-mail correspondence sent to TO shall be deemed to Conditions, and no single or partial exercise of any right by
have been received until TO has responded thereto in any Party shall under any circumstances be construed to be
writing. An auto-reply shall not constitute such a response. an implied consent by such Party, or operate as a waiver or
46.1.5. TO retains the copyright in all e-mail messages and a novation of, or estop such Party from enforcing, at any
attachments sent from its communications systems. time and without notice, strict and punctual compliance
46.2. Implementation and good faith with each and every provision or term hereof.
46.2.1. The Parties to these Terms and Conditions undertake to do 46.6. Time of the essence
all such things, perform all such acts and take all steps to 46.6.1. Time is of the essence for the performance by the
procure the doing of all such things and the performance of Customer of all obligations owed to TO in terms of this
all such acts, as may be necessary or incidental to give or Agreement.
conducive to giving effect to the terms, conditions and 46.7. Non-assignment
import of these Terms and Conditions. 46.7.1. The Customer shall not be entitled to assign any of its
46.2.2. The Parties shall at all times during the continuance of rights and obligations under these Terms and Conditions
these Terms and Conditions observe the principles of good without the express prior written consent of TO, which
faith towards one another in the performance of their consent TO may, in its sole and absolute discretion,
obligations in terms of these Terms and Conditions. This withhold or withdraw.
implies, without limiting the generality of the aforegoing, 46.8. Email correspondence. All electronic mail (email) exchanged
that they will at all times during the term of these Terms between TO and the Customer is subject to the following:
and Conditions act reasonably, honestly and in good faith; 46.8.1. The relevant portions of these Terms and Conditions are
and will perform their obligations arising from these Terms enforceable and binding on the recipient / addressee in
and Conditions diligently and with reasonable care; and will terms of sections 11(1) to 11(3) of the Electronic
make full disclosure to each other of any matter that may Communications and Transactions Act 25 of 2002.
affect the execution of these Terms and Conditions. 46.8.2. All e-mail transmissions dispatched by TO contains
46.3. Severability confidential information, which is the property of TO. No
46.3.1. The agreements and undertakings of Parties contained in person, other than the recipient (so indicated by TO) may
these Terms and Conditions shall each be construed as an use or disclose the contents of all e-mail transmissions
agreement and undertaking independent of any other dispatched by TO or attachments hereto, to any person
provision of these Terms and Conditions. The Parties hereby whatsoever.
expressly agree that it is not the intention of either Party to 46.8.3. The information in all e-mail transmissions dispatched by
violate any public policy, statutory or other applicable law, TO or attachments thereto is intended for the attention and
and that if any sentence, paragraph, clause or combination use only of the addressee. Any disclosure, copying or
of the same is in violation of the law of the Republic of distribution of the contents of this e-mail transmission, or
South Africa, such sentence, paragraph, clause or the taking of any action in reliance thereon or pursuant
combination of the same alone shall be void in the thereto, by any person other than the intended recipient is
jurisdiction where it is unlawful, and the remainder of such strictly prohibited.
clause and these Terms and Conditions shall remain 46.9. Costs
binding upon the Parties hereto. 46.9.1. All costs (including collection fees and tracing agents),
46.4. Variation incurred by TO (whether partially or substantially
46.4.1. No variation or alteration of these Terms and Conditions successful) in enforcing its rights (whether action has been
shall be binding on TO unless embodied in a written instituted or not) arising out of a breach of these Terms and
document signed by a duly authorised director of TO. Any Conditions by the Customer shall be borne by the
purported variation or alteration of these Terms and Customer on the scale as between attorney and own client.
Conditions otherwise than as set out herein shall be of no




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