Standard Terms and Conditions

POLY ORGANICS (PTY) LTD STANDARD TERMS AND CONDITIONS 1 Application 1.1 These terms and conditions apply to every contract of sale of any goods and/or materials (together "goods") by Poly Organics Proprietary Limited ("the company") to any person or entity placing an order on the company and/or at whose request any goods are supplied by the company ("the customer"), whether the contract arises out of an offer made by the company and accepted by the customer or from an order (in whatever manner communicated) placed by the customer on the company and accepted by the company. 1.2 The customer acknowledges that the customer has been given an adequate opportunity to read and understand these terms and conditions and that the customer is aware of all the terms printed in bold. If the customer does not understand any of the terms and conditions, the customer should contact Christiaan Kok on 0763009673. 1.3 A quotation issued by the company does not constitute a contract unless acceptance thereof has been communicated by the customer to the company in writing before the quotation lapses. A quotation is only valid for the period stated thereon or fourteen days, whichever shall be the shorter. All quotations are, however, subject to availability of stock, and payment by the customer. 1.4 If the customer's order incorporates any terms or conditions are different from these terms and conditions, they shall be supplanted hereby and shall not take effect unless the company expressly agrees thereto in writing. 1.5 The company shall be entitled to sub-contract all or any part of the contract as it may deem fit. 1.6 These terms and conditions, the customer's order, the company's quotation (if any) and the customer's specifications to the extent accepted in writing by the company (together "the contract") constitute the sole record of the contract between the parties in relation to the subject matter thereof. To the extent permitted by law, neither party shall be bound by any express, tacit or implied term, representation, warranty, promise or the like not recorded herein. No addition to or alteration or variation, novation or agreed cancellation of the contract shall be binding upon the parties, unless the alteration or variation is expressly agreed to in writing by both parties. 2 Agreement for the supply of goods 2.1 The contract is only valid and the parties (the company and the customer) are only legally obliged to comply with it if it is in writing. No agreement to vary any of the provisions of the contract shall be binding unless it is recorded in writing and signed by both parties. 2.2 If the company is unable to provide the goods, the company will inform the customer immediately and refund any payment made within 30 days of that notice. 3 Price 3.1 Unless another price has been quoted by the company and accepted by the customer in writing (which price will then apply) the price of goods sold by the company will be the price reflected in the company's official list price. The official price list is available on the company's website – www.polyorganics.co.za. 3.2 The company will not be obliged to provide the customer with prior notice if the price list changes. The company reserves the right to vary the price of goods from time to time. 3.3 Prices quoted by the company are ex-works the company. 3.4 The customer must bear and pay all transport costs related to the transportation of the goods. The customer shall bear all risk of the goods being loaded at the company's yard. Where the company agrees to do so, it may transport the goods against payment and at the customer's risk. 4 Discounts 4.1 The price of goods is strictly net (i.e. exclusive of transport costs and value–added tax if leviable in terms of the Value-Added Tax Act 89 of 1991 ("VAT") and not subject to any deduction or rebate). These prices are not subject to any discounts, unless otherwise agreed to in writing between the parties. 4.2 If any discount is agreed to in writing it, payment must be received on the Delivery Date as defined in clause 5.1 above (failing which the discount will not apply) and shall only apply to the actual price of the goods themselves (i.e. excluding VAT, transport costs, insurance and similar charges and/or expenses). 5 Payment 5.1 The customer must pay the company prior to the date of delivery or collection of the goods, as the case may be ("Delivery Date"). 5.2 No sales on credit will be permitted without the company's prior consent. Where a sale on credit is agreed to by the company,: 5.2.1 the company shall be entitled to levy interest on all overdue amounts at a rate of 2,0% per month, or such other applicable maximum rate that may be prescribed from time to time in terms of the National Credit Act 34 of 2005 ("NCA"). The interest shall be reckoned from the day following the Delivery Date of the amount concerned until the date of payment, both days inclusive, and shall be – 5.2.1.1 calculated on a compounded basis on the amount owing at the end of each month; and 5.2.1.2 payable on demand; 5.2.2 the customer has the right at any time to pay in advance any amounts owed to the company without notice or penalty irrespective of whether or not they are due; 5.2.3 the company will credit each repayment made under the contract to the customer on the date of receipt of the payment as follows – 5.2.3.1 firstly, to satisfy any due or unpaid interest charges (if any); 5.2.3.2 secondly, to satisfy any due or unpaid costs, fees or charges (if any); 5.2.3.3 thirdly, to reduce the amount of the principal debt. 6 Delivery 6.1 If the goods are to be transported and delivered by means of the company's own vehicles, delivery shall deemed to be completed when the goods are off loaded at their destination. Except to the extent that the company acted in breach of the contract or negligently, the company's liability for goods lost or damaged in transit shall in such circumstances be limited to the remedying, replacement or crediting the customer with the invoice value of the goods in question. 6.2 If the goods are to be transported by the customer or a carrier engaged by the customer or by the company at the request of the customer, delivery shall be deemed to be completed when the goods are made available to the customer or the carrier at the company's yard/works. 6.3 Notwithstanding the provisions of 6.1 and 6.2, delivery to the customer shall be deemed to have taken place – 6.3.1 upon signature of the company's delivery note or waybill (or the delivery note of any authorised carrier) by the customer or a representative or any employee of the customer; or 6.3.2 in the case of goods collected from the company's yard, upon loading the goods on the vehicle of the carrier concerned. 6.4 The customer may request the company to engage a carrier to transport the goods for the customer. The customer agrees that the company is authorised in terms of the request to engage a carrier on such terms and conditions as the company deems fit. The company shall not be liable for any loss suffered by the customer as a result of the transportation of the goods by the carrier engaged by the company at the request of the customer. 6.5 If the customer fails to take delivery of the goods when delivery is tendered in accordance with the provisions of the contract, the customer shall refund to the company on demand the reasonable costs, including costs of transportation, demurrage, handling, storage and insurance, incurred by the company in respect of the goods as a result of such failure. 6.6 When delivery is requested by the customer, the customer itself shall bear and pay the cost thereof. 6.7 Notwithstanding any other provisions in the contract to the contrary, the company's obligations to supply the goods shall in all cases be subject to stock availability. 6.8 The company will use reasonable endeavours to deliver on the dates as agreed upon, or if no date has been agreed, within a reasonable time from the date of acknowledgement of an order issued by the company. The company cannot be held responsible for any delays due to circumstances set out in 6.6 above or other circumstances beyond the company's control. The company will give the customer notice of unavoidable delays. 6.9 The customer must inspect the goods immediately upon loading/receipt thereof and promptly notify the company of any defect or lack of conformity with the contract. No complaints made after the Delivery Date will be entertained. 6.10 The onus is on the customer to inform the company of any delivery constraints such as delivery times, vehicle size, vehicle specifications, access routes or the like. If the customer does not inform the company of delivery constraints, the company will be entitled to accept that there are none. 7 Premises and Safety 7.1 The customer enters the company's yard at the customer's own risk. The customer indemnifies the company against all claims for loss and damages incurred during loading and/or otherwise incurred at the company's yard. 7.2 Where the company's employees or agents need to enter premises occupied by the customer or any other premises at which the contract is required to be performed ("premises") the customer must – 7.2.1 ensure that the premises are ready and available so as to enable the company to perform its obligations; and 7.2.2 provide to the company, its employees and agents all such data and information as the company may reasonably require to permit the contract to be performed at the premises. 8 Default, implications of default and process to be followed 8.1 The customer will be in default of the contract if – 8.1.1 the customer does not pay any amount payable to the company under the contract before or on the due date thereof; or 8.1.2 the customer breaches any of the terms and conditions of the contract or any agreement in terms of which the customer provided security to the company, and the customer fails to remedy such breach within seven (7) days of receiving written notice to do so; 8.1.3 any statement, representation or warranty made by the customer in connection with the contract (or any other documents supplied by the customer) is materially incorrect or false; 8.1.4 the customer or any person who furnished security in respect of the contract – 8.1.4.1 being an individual – 8.1.4.1.1 publishes notice of the voluntary surrender of his estate, or dies; 8.1.4.1.2 is placed under administration or commits an act of insolvency as defined in the Insolvency Act 24 of 1936; 8.1.4.1.3 has any application or other proceedings brought against or in respect of him in terms of which he is sought to be sequestrated or placed under curatorship, in any event whether provisionally or finally and whether voluntarily or compulsory; 8.1.4.2 not being an individual – 8.1.4.2.1 is wound up, liquidated, dissolved, deregistered or placed under judicial management, in any event whether provisionally or finally and whether voluntarily or compulsory, or pass a resolution providing for any such event; 8.1.4.2.2 is deemed to be unable to pay its debts; 8.1.4.2.3 is or becomes financially distressed as contemplated in section 128 of the Companies Act 71 of 2008; 8.1.4.2.4 resolves that it voluntarily begin business rescue proceedings or has any business rescue proceedings commenced against it, as contemplated in section 132(1) the Companies Act 71 of 2008; 8.1.5 judgment of a competent court against the customer or any person who has furnished security for the customer for the attachment of assets or for payment of any amount is not satisfied for more than seven (7) days after the date on which it is issued; or 8.1.6 the customer compromises or attempts to compromise with the customer's creditors generally or defer payment of debts owing by the customer to the customer's creditors. 8.2 If the customer is in default of the contract – 8.2.1 the company may exercise its rights, as may be permissible in law and without prejudice to any of the company's other rights, which include any one or more of the following – 8.2.1.1 suspending the delivery and provision of goods; 8.2.1.2 demanding immediate payment of overdue amounts; 8.2.1.3 re-taking possession of the goods supplied; 8.2.1.4 termination of the contract; and 8.2.1.5 enforcing any security furnished in respect of the contract, 8.2.2 the customer will be liable for all legal costs, on the attorney-and-own-client scale, incurred by the company in recovering any amount that the customer owes the company. 8.3 A certificate signed by a director of the company, specifying the amount owing by the customer and further stating that such amount is due, owing and payable by the customer, shall be sufficient (prima facie) proof of the amount thereof and of the fact that such amount is so due, owing and payable for the purpose of obtaining provisional sentence or other judgment against the customer in any competent court. It shall not be necessary to prove the appointment of the person signing any such certificate. 8.4 No relaxation which the company may have permitted on any one occasion in regard to the carrying out by the customer of its obligations in terms of the contract shall prejudice or be regarded as a waiver of any of the company's rights to enforce the contract or any subsequent occasion. 9 Set-off Should the customer be or become indebted to the company, such indebtedness may not be set off against any amounts which may be or become owing to the customer by the company. Should the company be or become indebted to the customer, such indebtedness may, at the election of the company, be set off against any amounts which may be or become owing to the company by the customer. 10 Ownership Notwithstanding the delivery of any goods to the customer, ownership in the goods shall not pass to the customer until the company has received payment in full of the purchase price of such goods and all such further amounts as may be due to the company in terms of the contract. 11 Inability to supply or deliver The company shall incur no liability for damages due to an inability to supply or deliver any goods. 12 Exclusions The customer is deemed to have inspected the goods and accepts same 'as is'. The company makes no warranties in respect of the goods. To the extent permitted by law the customer will not be able to rely for any purpose on any specifications, illustrations, price lists, performance data, advertisements, brochures and other technical data furnished by the company in respect of the goods (and whether in writing or not) which do not form part of the customer's order, the company's quotation or the contract. 13 Waiver 13.1 No extension of time or any relaxation or indulgence granted by the company to the customer shall operate as or be deemed to constitute a waiver by the company of any of its rights under the contract or a novation of any of the terms or conditions of the contract. 13.2 No failure by the company to enforce any or all of these conditions shall be construed as a waiver by the company of the company's rights. 14 Miscellaneous 14.1 If the customer is a juristic person it warrants that its asset value or annual turnover, at the time of the sale of the goods equals or exceeds R2,000,000.00. 14.2 The customer hereby consents to the jurisdiction of the magistrate's court having jurisdiction in respect of such proceedings in terms of section 28 of the Magistrate's Court Act No 32 of 1944 (notwithstanding the fact that the value of the claim or the matter in dispute might otherwise exceed the jurisdiction of such magistrate's court) in respect of any action or proceedings which may be brought against the customer. The company shall be entitled to bring any proceedings in the High Court if such action or proceedings would, but for the aforegoing consent, fall outside the jurisdiction of the Magistrate's Court. For these purposes the customer consents to the non exclusive jurisdiction of the High Court of South Africa, Gauteng Local Division, Johannesburg in respect of all matters arising out of and disputes in connection with or in relation to the contract. 14.3 The headings in these terms and conditions are for convenience only are not to be taken into account for the purpose of interpreting the contract. 14.4 Without prejudice to any other provision of the contract, any successor-in-title, including any liquidator or judicial manager, of either party shall be bound by the contract. 14.5 The contract may not be ceded or assigned by the customer without the prior written consent of the company. 15 Domicile Address and Notices 15.1 The customer hereby chooses domicilium citandi et executandi ("domicile address") for all purposes relating to this contract, including the giving of any notice, the payment of any sum, the serving of any process, the physical address, postal address and/or facsimile number set forth on the customer's order, quotation or acceptance of the company's quotation, as the case may be. 15.2 Any notice given or payment made by the company to the customer which is – 15.2.1 delivered by hand between the hours of 09:00 and 17:00 on any business day to the customer's physical domicile address shall be deemed to have been received by the customer at the time of delivery; 15.2.2 posted by prepaid registered post to the customer's postal domicile address for the time being shall be deemed (unless the contrary is proved by the customer) to have been received by the customer on the fourteenth day after the date of posting. 15.3 Any notice given by the company to the customer which is successfully transmitted by facsimile to the customer's facsimile domicile address shall be deemed (unless the contrary is proved by the customer) to have been received by the customer on the day immediately succeeding the date of successful transmission thereof. 15.4 This 15 shall not operate so as to invalidate the giving or receipt of any written notice which is actually received by the customer other than by a method referred to in this 15. 16 Governing Law The contract shall in all respects be governed by the law of the Republic of South Africa.

Terms and Conditons of online payment

TERMS AND CONDITIONS OF ONLINE PAYMENT: The following terms and conditions are agreed to by any customer making use of online payment for goods purchased from Polyorganics (Pty) Ltd. Customer Privacy policy: Polyorganics (Pty) Ltd shall take all reasonable steps to protect the personal information of users. For the purpose of this clause, "personal information" shall be defined as detailed in the Promotion of Access to Information Act 2 of 2000 (PAIA). The PAIA may be downloaded from: http://www.polity.org.za/attachment.php?aa_id=3569 . Payment options accepted: Payment may be made via Visa and MasterCard. Card acquiring and security: Card transactions will be acquired for Polyorganics (Pty) Ltd via PayGate (Pty) Ltd who are the approved payment gateway for all South African Acquiring Banks. PayGate uses the strictest form of encryption, namely Secure Socket Layer 3 (SSL3) and no Card details are stored on the website. Users may go to www.paygate.co.za to view their security certificate and security policy. Customer details separate from card details: Customer details will be stored by Polyorganics (Pty) Ltd separately from card details which are entered by the client on PayGate’s secure site. For more detail on PayGate refer to www.paygate.co.za. Merchant Outlet country and transaction currency The merchant outlet country at the time of presenting payment options to the cardholder is South Africa. Transaction currency is South African Rand (ZAR). Responsibility: Polyorganics (Pty) Ltd takes responsibility for all aspects relating to the transaction including sale of goods and services sold on this website, customer service and support, dispute resolution and delivery of goods. Country of domicile: This website is governed by the laws of South Africa and Polyorganics (Pty) Ltd chooses as its domicilium citandi et executandi for all purposes under this agreement, whether in respect of court process, notice, or other documents or communication of whatsoever nature. Variation: Polyorganics (Pty) Ltd may, in its sole discretion, change this agreement or any part thereof at any time without notice. Company information: This website is run by Polyorganics (Pty) Ltd, based in South Africa trading as Polyorganics and with registration number 2014/149750/07. Polyorganics (Pty) Ltd contact details: Company Physical Address: 1 Apple rd, Olifantsfontein, Midrand, Gauteng, RSA Email: sales@polyorganics.co.za Telephone: 0763009673