Every transaction entered into between SG Gateway Services, a division of Super Group Africa (Pty) Ltd, Reg No. 2000/019333/07 (“SG Gateway Services”), and the customer of or purchaser from SG Gateway Services (“PURCHASER”) in respect of any goods sold to the PURCHASER shall be governed by the following terms and conditions.

1. The application form and deed of suretyship or any other document prefixed hereto will form an integral part of and must be read with this document.
2. Any misrepresentation or non-disclosure made by the representative and/or person signing this document shall have the effect that the person signing this document assumes liability as Co-Principal Debtor for any amount owing to SG Gateway Services in respect of any supply made in pursuance of the information herein furnished by him/her.
3. SG Gateway Services shall not be obliged to accept or fulfill any order made or shall SG Gateway Services be liable in any respect whatsoever for its failure to perform hereunder due to contingencies beyond its control, including, but not limited to acts of God, government laws, activities of enemies of the State, civil disturbance, riot, strikes, lockouts, transport delays or accidents. SG Gateway Services shall have the right to omit during the period of such contingency all of any portion of the quantity deliverable during such period, but shall deliver the goods thereafter as and when circumstances permit.
4. SG Gateway Services reserves the right to reduce the credit facility depending on the risk of the PURCHASER from time to time.
5. Unless otherwise agreed in writing, the prices at which goods are sold by SG Gateway Services to the PURCHASER shall be prices which SG Gateway Services stipulates from time to time. Whilst SG Gateway Services may from time to time in its sole discretion grant discounts or allowances or promotions, the PURCHASER hereby records that it has no expectation of receiving the same.
6. The PURCHASER shall, unless 7 applies, pay the purchase price to SG Gateway Services without set off or demand, immediately upon delivery of goods by SG Gateway Services to the PURCHASER.
7. In the event that SG Gateway Services has granted to the PURCHASER in writing a credit period for the payment of the purchase price then the PURCHASER shall pay the purchase price without set off or demand to SG Gateway Services within the period recorded in that writing.
8. Any certificate issued on behalf of SG Gateway Services and signed by a manager of SG Gateway Services shall be prima facie evidence of the amount due by the PURCHASER to SG Gateway Services. SG Gateway Services shall be entitled in its sole discretion to allocate payment made by the PURCHASER to such indebtness of the PURCHASER (to SG Gateway Services) as SG Gateway Services deems fit, notwithstanding an allocation therefore by the PURCHASER.
9. Unless the PURCHASER objects in writing to the balance outstanding which appears on SG Gateway Services invoice or monthly statement within 15 days from the date of the invoice or statement, the balance outstanding which appears on the invoice or statement shall be prima facie proof of the amount due and owing and it shall rest with the PURCHASER to prove that such amount is not due and owing.
10. In the event that the PURCHASER fails to make payment to SG Gateway Services on due date then all amounts owing by the PURCHASER to SG Gateway Services shall immediately become due and payable and bear interest at the rate equal to 2 percentage points above the prime overdraft rate of interest charged by SG Gateway Services bankers from time to time, calculated from the date which payment in terms of this Clause should have been made, to date of both days inclusive.
11. SG Gateway Services reserves the right to suspend deliveries hereunder so long as the PURCHASER is in default in payment for any prior delivery.
12. Notwithstanding any credit granted by SG Gateway Services to the PURCHASER, the full outstanding amount, irrespective of any terms afforded to the PURCHASER, shall immediately become due owing and payable in the event of the estate of the Applicant being provisionally or finally sequestrated, liquidated or placed under judicial management whether provisionally or finally placed under curatorship or in the event of death of a Sole Proprietor, Sole Member or Director of the PURCHASER.
13. Ownership in goods purchased by the PURCHASER from SG Gateway Services will vest in SG Gateway Services until the full purchase price is paid by the PURCHASER for such goods.
14. Risk in goods purchased by the PURCHASER from SG Gateway Services will vest in SG Gateway Services until the goods are delivered to the PURCHASER, upon which risk will transfer to the PURCHASER.
15. Delivery of goods shall be deemed to be effected:
    1. In the case of goods transported by SG Gateway Services to the PURCHASER at SG Gateway Services’ instance , upon SG Gateway Services handing over procession to the PURCHASER or his Agent;
    2. In the case of goods transported at the PURCHASER’S instance, upon the PURCHASER taking possession of the goods from SG Gateway Services.
16. If SG Gateway Services agrees to fulfill an order by the PURCHASER then SG Gateway Services will use reasonable endeavors to fulfill the terms of the order made by the PURCHASER within a reasonable time or within the time requested by the PURCHASER (if any), but SG Gateway Services will not be liable for any loss or damage caused by its late delivery of goods, it being agreed that time shall not be of the essence in regard to any transaction.
17. SG Gateway Services shall have the right to suspend deliveries to the PURCHASER or to withdraw the credit facilities recorded in this document at any time and without notice to the PURCHASER.
18. The PURCHASER accepts that:
    1. SG Gateway Services is only the seller and not the manufacturer of the goods; and
    2. Given SG Gateway Services’ role in the marketing and sale of goods, SG Gateway Services could not reasonable have foreseen any manufacturing defect, nor could it reasonable have been discovered by SG Gateway Services and SG Gateway Services is therefore not responsible for any risk, harm, damage or loss which occurs because of a manufacturing defect.
19. SG Gateway Services shall not be liable to the PURCHASER and the PURCHASER waives any claim it may have against SG Gateway Services for any loss or damage, consequential or otherwise which arises from or relates to its purchase of goods from SG Gateway Services or the refusal or failure of SG Gateway Services to deliver goods to the PURCHASER for any reason.
20. The PURCHASER here indemnifies SG Gateway Services against any claim which may be made against SG Gateway Services by any person arising from or related to the purchase of goods by the PURCHASER from SG Gateway Services or their resale to or transport or consumption by any person.
21. SG Gateway Services shall not be liable for any loss or damage, consequential or otherwise, arising from its failure to deliver or its delay in delivering goods to the PURCHASER.
22. The PURCHASER shall not without SG Gateway Services prior written consent be entitled to return goods which it has purchased from SG Gateway Services. Notwithstanding anything to the contrary contained in this agreement, SG Gateway Services will replace at its cost goods which it in its sole discretion considers to be defective by reason of faulty suppliers.
23. The PURCHASER chooses at its domicilium citandi ET executandi the address set forth in the application for credit facilities or any other document prefixed hereto.
24. No relaxation or indulgence granted by SG Gateway Services shall be construed as a waiver of any rights to which SG Gateway Services is entitled. No amendments or variations to, or agreed cancellation of, this agreement shall be of any force or effect unless reduced to writing and signed by both parties.
25. In the event that SG Gateway Services institutes legal proceedings against the PURCHASER as a result of a breach of the terms of this document then SG Gateway Services shall be entitled to recover from the PURCHASER such legal cost as it incurs on a scale as between attorney and client. The PURCHASER and SG Gateway Services hereby consent to the jurisdiction to the Magistrate’s Court in respect of any claim arising from a transaction between SG Gateway Services and the PURCHASER.
26. The PURCHASER shall notify, in writing, the landlord of the premises at which the goods are stored by the PURCHASER that the landlord is not entitled to enforce its legal hypothec until SG Gateway Services has received payment in full for the goods. The PURCHASER shall provide written proof of such notification on the request of SG Gateway Services.
27. The PURCHASER shall furnish SG Gateway Services with any security which SG Gateway Services reasonably requires to secure payment by the PURCHASER of the purchase price for goods sold by SG Gateway Services to the PURCHASER and all costs pertaining to the drafting and stamping of such security shall be paid by the PURCHASER. The PURCHASER hereby authorises SG Gateway Services to debit the PURCHASER’S account (if applicable) with such costs and disbursements. A failure by the PURCHASER to comply with a request to this effect from SG Gateway Services shall entitle SG Gateway Services to terminate the facility forthwith on written notice to the PURCHASER and for SG Gateway Services to declare and require that all amounts owing by the PURCHASER shall become immediately due and payable.
28. These terms and conditions of sale relate to each transaction between SG Gateway Services and the PURCHASER as separate and distinct transactions. Either party may at any time cease transacting with the other party without the giving of notice to the other party. Cessation as aforementioned shall not relieve the PURCHASER of any liability in regard to SG Gateway Services which arose prior to the date of cessation. The PURCHASER has no expectation that SG Gateway Services will continue to transact with the PURCHASER for any given period.
29. The terms of each transaction between SG Gateway Services and the PURCHASER shall be governed by the law of the Republic of South Africa.