ONLINE STORE TERMS & CONDITIONS

("Agreement")

This Agreement sets out the terms and conditions applicable to your use of the Company's website and related online services.

By accessing any page of the Company's website or using any online services, you agree to be bound by these terms and conditions.

In accordance with section 11 of the Electronic Communications and Transactions Act 25 of 2002, as amended ("ECTA"), these terms and conditions form a legally binding agreement between you and the Company. They are enforceable against any person who accesses or uses any part of this website or makes use of any online services offered by the Company or its affiliates.

If you do not agree to these terms and conditions, you are required to immediately cease all use of the Company's website and online services. Continued use of this website will constitute your full acceptance of these terms and conditions and your agreement to be bound by them.

1 DEFINITIONS

1.1

The following terms and expressions shall have the meaning set out respectively hereunder and cognate expressions shall bear corresponding meanings:

1.1.1

"Agreement" means this Agreement together with its annexures;

1.1.2

"Authorized Users" means the Customer's employees, contractors or representatives who are expressly authorized in terms of the Customer Application Form to access and use the Online Store and its features on the Customer's behalf, subject to the terms and conditions of this Agreement;

1.1.3

"Company" means Zhous Enterprise International Trade (Pty) Ltd with registration number: 1999/016588/07;

1.1.4

"Customer" means the legal entity or individual granted authorised access to the Online Store pursuant to the Customer Application Form;

1.1.5

"Customer Application Form" means the form set out in Schedule 1 hereto;

1.1.6

"Confidential Information" means any non-public commercial, technical, financial, operational, pricing, product, marketing or strategic information disclosed or made available via the Online Store, whether marked as confidential or not.

1.1.7

"Intellectual Property" means all current and future intellectual property rights, including but not limited to copyrights, patents, trademarks, trade names, designs, know-how, trade secrets, databases, source code, software and business processes.

1.1.8

"Online Store" means the secure digital trading platform, website or portal operated by the Company through which products, pricing and commercial information are displayed and orders may be placed.

1.1.9

"User Credentials" means the unique username, password or authentication credentials assigned to the Customer or its Authorised Users, to access the Online Store;

1.1.10

"Parties" means the Company and the Customer, and 'Party' means either one of them as the context may indicate;

2 ACKNOWLEDGEMENT AND ACCEPTANCE

2.1

By ticking/clicking "I Agree", "Accept", or proceeding to use the Online Store, the Customer confirms that it has read, understood and voluntarily agreed to this Agreement.

2.2

The Customer acknowledges that access to and use of the Online Store is conditional upon acceptance of the terms and conditions contained in this Agreement.

3 AUTHORISED ACCESS AND USER OBLIGATIONS

3.1

Access to the Online Store is strictly reserved for authorised Customers who have applied via the prescribed Customer Application Form and been granted access by the Company.

3.2

The Customer shall:

3.2.1

Maintain strict confidentiality over its User Credentials and Confidential Information;

3.2.2

Ensure that access is limited solely to Authorised Users listed in its Customer Application Form;

3.2.3

Prevent any unauthorised disclosure, sharing or external dissemination of User Credentials.

3.3

The Customer shall immediately notify the Company upon becoming aware of any unauthorised use, loss or compromise of User Credentials.

4 CONFIDENTIALITY AND PROPRIETARY NATURE OF PLATFORM CONTENT

4.1

All information accessible on the Online Store, including but not limited to pricing, product listings, stock levels, discounts, marketing strategies and supplier arrangements, constitutes Confidential Information belonging exclusively to the Company.

4.2

The Customer undertakes to treat all Confidential Information accessed via the Online Store as strictly confidential.

4.3

The Customer shall not, directly or indirectly:

4.3.1

Disclose, distribute, publish, share, transfer, scrape, harvest, reverse engineer, benchmark, or otherwise circulate any Confidential Information to any third party;

4.3.2

Use Confidential Information for any purpose other than legitimate business transactions directly with the Company.

4.4

Save as set out below, the Customer agree to keep confidential and not to disclose to any person any and all Confidential Information, unless the Customer has received the prior written consent of the Company.

4.5

The Customer acknowledges that breach of this clause may cause serious commercial harm, warranting legal action being instituted by the Company against the Customer.

4.6

The obligations of confidentiality shall survive termination or expiry of this Agreement indefinitely.

5 INTELLECTUAL PROPERTY

5.1

The Customer acknowledges that all Intellectual Property subsisting in the Online Store remains exclusively vested in the Company.

5.2

The Customer acquires no licence or right, express or implied, to use the Company's Intellectual Property beyond what is strictly necessary to access and transact through the Online Store.

6 ORDER PLACEMENT AND ACCEPTANCE

6.1

Submission of an order through the Online Store constitutes an offer to purchase and does not create a binding contract until expressly accepted by the Company.

6.2

The Company reserves the right to decline or cancel any order at its sole discretion, without any recourse by the Customer.

6.3

All pricing is valid at the time of order submission but remains subject to confirmation upon acceptance.

7 PAYMENT TERMS

7.1

The Customer shall pay all invoices strictly in accordance with the Company's stated payment terms.

7.2

Ownership of goods shall remain vested in the Company until full payment has been received.

8 AVAILABILITY, PERFORMANCE AND LIMITATION OF LIABILITY

8.1

The Online Store is provided "as is" without any warranty of uninterrupted availability, error-free operation or suitability for any particular purpose.

8.2

The Company shall not be liable for any indirect, consequential, incidental or special damages, including loss of revenue, business interruption, data loss or reputational harm, arising from use of the Online Store.

9 BREACH

9.1

Should the Customer:

9.1.1

commit a breach of this Agreement, and fail to remedy such breach within ten (10) business days of having been called upon in writing by the Company to do so; or

9.1.2

be provisionally or finally wound up, whether voluntary or compulsory; or

9.1.3

make any arrangement with its creditors, or be placed under business rescue; or

9.1.4

cease, or threaten to cease, to carry on its normal line of business;

9.2

then the Company may, in its discretion, terminate these Agreement on written notice to the Customer, in which event such termination shall be without prejudice to any claims which the Company may have for damages against the Customer in law or otherwise in this Agreement, occasioned by the termination of the Agreement.

10 NOTICES

10.1

Any and all notices by either Party (whether legal process or notices required in terms of this Agreement) must be in writing and addressed to the address stipulated in the Customer Application Form.

10.2

Such other address within the Republic of South Africa as each Party may from time to time notify the other Party in writing.

10.3

Such notices will be effectively served:

10.3.1

on the day of receipt, where any hand delivered letter or email is received on the day other than Saturday, Sunday or a public holiday before or during normal working hours;

10.3.2

on the following day, where any hand delivered letter or email is received, either after normal working hours or on a Saturday, Sunday or public holiday.

11 GENERAL AND INTERPRETATION

11.1

In this Agreement:

11.1.1

captions have been inserted for the purposes of convenience only and do not form part of this Agreement and are to be entirely disregarded in the interpretation of this Agreement.

11.1.2

unless the context otherwise requires, expressions denoting any gender shall include the other gender, the singular shall include the plural and vice versa, a natural person includes an artificial person and vice versa.

11.1.3

the rule of construction that the Agreement shall be interpreted against the party responsible for the drafting of the Agreement, shall not apply.

11.1.4

the eiusdem generis rule will not apply and wherever the term "including" is used followed by specific examples, such examples will be interpreted to be illustrative only.

11.1.5

references to a statutory provision include any subordinate legislation made from time to time under that provision and include that provision as modified or re-enacted from time to time;

11.1.6

headings are included only as a reference and do not affect the interpretation of this Agreement;

11.1.7

words importing any particular gender include the other genders (i.e. the masculine, feminine and neuter genders, as the case may be); the singular includes the plural and vice versa; and natural persons include artificial and/or juristic persons and vice versa;

11.1.8

references to a "person" include a natural person, company, close corporation or any other juristic person or other corporate entity, a charity, trust, partnership, joint venture, syndicate, or any other association of persons;

11.1.9

if a definition imposes substantive rights and obligations on a Party, such rights and obligations shall be given effect to and shall be enforceable, notwithstanding that they are contained in a definition;

11.1.10

any definition, wherever it appears in this Agreement, shall bear the same meaning and apply throughout this Agreement unless otherwise stated or inconsistent with the context in which it appears;

11.1.11

if there is any conflict between any definitions in this Agreement then, for purposes of interpreting any clause of the Agreement or paragraph of any Annexe, the definition appearing in that clause or paragraph shall prevail over any other conflicting definition appearing elsewhere in the Agreement;

11.1.12

where any number of days is prescribed, those days shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day which is not a business day, in which event the last day shall be the next succeeding business day;

11.1.13

where the day upon or by which any act is required to be performed is not a business day, the Parties shall be deemed to have intended such act to be performed upon or by the next succeeding business day;

11.1.14

any provision in this Agreement which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be treated as having not been written (i.e. pro non scripto) and severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction;

11.1.15

the use of any expression covering a process available under South African law (including, for example, a winding-up) shall, if any of the Parties is subject to the law of any other jurisdiction, be interpreted in relation to that Party as including any equivalent or analogous proceeding under the law of such other jurisdiction; and

11.1.16

the rule of construction that if general words or terms are used in association with specific words or terms which are a species of a particular genus or class, the meaning of the general words or terms shall be restricted to that same class (i.e. the eiusdem generis rule) shall not apply, and whenever the word "including" is used followed by specific examples, such examples shall not be interpreted so as to limit the meaning of any word or term to the same genus or class as the examples given.

11.2

The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement which are expressly provided to operate after any such expiration or termination, or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the relevant provisions themselves do not provide for this.

11.3

Each of the provisions of this Agreement have been negotiated by the Parties and drafted for the benefit of the Parties, and accordingly the rule of construction that the contract shall be interpreted against or to the disadvantage of the party responsible for the drafting or preparation of the agreement (i.e. the contra preferentum rule), shall not apply.

11.4

This Agreement contains all the express provisions agreed on by the Parties with regard to the subject matter of the Agreement, and the Parties waive the right to rely on any alleged provision not expressly contained, or incorporated by reference, in this Agreement.

11.5

Save as is expressly provided for in this Agreement, no provision of this Agreement constitutes a stipulation for the benefit of a third person (i.e. a stipulatio alteri) which, if accepted by the person, would bind any Party in favour of that person.

11.6

This Agreement is supplementary to, and shall be read together with, any other agreement(s) concluded between the Parties. In the event of any conflict, the provisions of the most recent written agreement shall prevail unless expressly stated otherwise.

11.7

A Party may not rely on any representation (whether or not made innocently, negligently or deliberately) which allegedly induced that Party to enter into this Agreement, unless the representation is recorded in this Agreement.

11.8

Unless otherwise specifically stated in this Agreement, the Customer shall not be entitled to cede any or all of it's rights or delegate any or all of its obligations under this Agreement without the prior written consent of Company. For purposes of this clause, a cession or delegation shall include any form of transfer of the Customer's rights and/or obligations under this Agreement.

11.9

No variation, addition to, deletion from or cancellation of this Agreement (including this clause), and no waiver of any right under this Agreement, shall be effective unless reduced to writing and signed by or on behalf of both Parties.

11.10

The grant of any indulgence, extension of any time or relaxation of any provision by a Party under this Agreement (or under any other agreement or document issued or executed pursuant to this Agreement) shall not constitute a waiver of any right by the grantor or prevent or limit or adversely affect the exercise by the grantor of any existing or future right of the grantor.

11.11

This Agreement is to be governed, interpreted and implemented in accordance with the laws of the Republic of South Africa.

11.12

The Parties agree that any legal action and/or legal proceedings that may arise out of this Agreement may be instituted against it in any Magistrate's Court having jurisdiction over it. Notwithstanding that the action or other proceedings may be beyond the ordinary jurisdiction of the Magistrate's Court, this paragraph constitutes a consent in writing in terms of Section 45 (1) of the Magistrate's Court Act 32 of 1944 ("the Act"), as amended, of any statutory amendment thereto or substituted thereof.

11.13

Any costs, including all legal costs on an attorney and own client basis and VAT, incurred by the Company arising out of or in connection with a breach by the Customer, of this Agreement shall be borne by the Customer.

11.14

This Agreement may be executed in counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same agreement.

11.15

Each Party respectively agrees and acknowledges that:

11.16

it has been free to secure independent legal advice as to the nature and effect of each provision of this Agreement and that it has either taken such independent legal advice or has dispensed with the necessity of doing so; and

11.17

each provision of this Agreement is fair and reasonable in all the circumstances and is part of the overall intention of the Parties in connection with this Agreement.

11.18

Each of the Parties undertakes at all times to do all such things, perform all such acts and take all such steps, and to procure the doing of all such things, within its power and control, as may be open to it and necessary for and incidental to the putting into effect or maintenance of the terms, conditions and import of this Agreement.