Export Sales Terms & Conditions

"The Seller" shall mean Adendorff Machinery Mart (Pty) Ltd (Registration Number: 2020/454513/07), its successors in title, or any person or entity acting on behalf of and with the authority of the Seller.

"The Buyer" (also referred to as the "Customer" or "Applicant") shall mean the person, firm, legal entity, or authorized representative thereof, as identified in this agreement, who purchases Goods from the Seller.

"Goods" shall mean all machinery, tools, equipment, hardware, components, and related accessories supplied, sold, or delivered by the Seller to the Buyer. This includes any services or advice rendered in connection with the supply of such items.

"Incoterms® 2020" shall mean the International Commercial Terms published by the International Chamber of Commerce (ICC) which define the respective obligations, costs, and risks involved in the delivery of Goods from the Seller to the Buyer. Unless otherwise agreed in writing, all export transactions shall be interpreted in accordance with the specific Incoterm® designated on the Seller's quotation or pro-forma invoice.

"Clearing Agent" shall mean any person or entity (such as a freight forwarder or customs broker) appointed to handle the legal formalities of importing or exporting Goods. This includes, but is not limited to, the preparation of customs declarations, payment of duties/VAT, and coordination with the South African Revenue Service (SARS) or relevant international customs authorities.

"Transporter" (or "Carrier") shall mean any third-party logistics company, shipping line, or individual engaged to move the Goods from the Seller's premises to the Buyer's designated delivery point. The transporter appointed by the Seller acts as an independent contractor engaged to perform carriage obligations under the applicable Incoterm.

"Dispatch" shall mean the moment the Goods leave the Seller's premises, warehouse, or designated point of origin for the purpose of transport to the Buyer. Dispatch constitutes the commencement of the transit period and, unless otherwise agreed in writing, serves as the point at which the Seller's obligation to "send" the goods is fulfilled.

"Delivery" shall be deemed to take place, and risk in the Goods shall pass to the Buyer, only once the Goods have been delivered to the agreed delivery point and made available to the Buyer. The Seller shall nominate and appoint the transporter responsible for transporting the Goods to such delivery point and may do so on behalf of the Buyer. The Seller's responsibility shall cease upon delivery at the agreed delivery point, and the Buyer shall be solely responsible for all import clearance, duties, taxes, and compliance with the laws of the destination country. Delivery as defined in this agreement marks the legal transfer of Risk from the Seller to the Buyer, notwithstanding that Ownership (Title) may only pass upon full payment. The Seller shall not be regarded as the importer of record under any circumstances and does not assume responsibility for compliance with the laws of the destination country

"Charges" shall collectively refer to all costs and expenses associated with the transaction over and above the base purchase price of the Goods. This includes, but is not limited to:

• Freight and logistics costs;
• Packaging, crating, and specialized handling fees;
• Insurance premiums for goods in transit;
• Export/Import duties, levies, and taxes (including VAT);
• Clearing agent fees and documentation costs;
• Any Standing Time (Demurrage) or storage fees incurred as defined in Section 3.

The Buyer acknowledges that all export transactions are conducted on the basis that the Seller retains control over the export logistics process for purposes of compliance with South African export regulations and documentary requirements. Accordingly, the Buyer agrees that:

Risk in and to the Goods transfers to the Buyer only upon Delivery at the agreed named destination point, being the moment at which the Goods are physically handed over at the named place to the Buyer and made available for unloading.

The Seller shall not be liable for customs or other border delays, customs hold, Acts of government authorities, inspections, clearing agent failures, or consequential damages caused by import clearance, destination country authorities, or the Buyer's nominated import clearing agent.

Notwithstanding the delivery of Goods and the passing of risk, ownership and legal title to the Goods shall remain vested in the Seller until the Seller has received payment in full for the Goods and all other sums then due from the Buyer

Prices are quoted by the Seller exclusive of Value Added Tax (hereafter VAT), provided the transaction meets the requirements for zero-rating under the South African Value-Added Tax Act, No. 89 of 1991. The application of VAT at the zero rate is conditional upon the Seller obtaining and retaining proof of export acceptable to the South African Revenue Service.

If, for any reason:

• such proof of export is not obtained or is deemed insufficient; or
• the Goods do not exit the Republic within the prescribed period;

the Seller shall be entitled to levy VAT at the standard rate on the transaction. Furthermore, the Buyer shall be liable for such VAT, together with any penalties, interest, or costs incurred by the Seller, and such amounts shall be immediately due and payable on demand.

If the Buyer fails to provide necessary export documentation (and/ or import Declaration from the Destination Country as required by SARS) within 90 days, the Seller reserves the right to charge VAT at the standard rate.

The prices quoted are subject the company-wide price list. This price list is subject to fluctuations without prior communication. Prices reflected on quotes are not subject to change, until the quote lapses in 10 days. Thereafter, quote is subject to change should the quote not be accepted within 10 days.

• Buyer's company - or personal information needed for export. This information must be provided to the Seller in writing and it is the responsibility of the Buyer to ensure the accuracy of the information shared.
• Costs of all goods with descriptions,
• Quantity of Goods supplied
• Tariff Headings for each of the goods supplied
• Incoterms agreed per this document
• Export clearing cost and
• Transport costs

The Buyer must cooperate and provide any documentation required by SARS or its appointed clearing agents to substantiate a zero-VAT sales invoice.

Proof of export documents will only be accepted if finally, correctly acquitted, and compliant with SARS requirements. SAD500, exit stamped manifest (CN2), EDI notification "released" and export exit status, customs worksheet, signed waybill, proof of payment

Any amended or cancelled documentation may be rejected, and VAT will become immediately payable by the Buyer.

The Customer indemnifies the Seller against any VAT liabilities, penalties, losses, or damages arising from import failures, clearing delays, or customs interventions.

The Seller shall not be liable for any failure to perform its obligations where such failure is due to circumstances beyond its reasonable control, including but not limited to acts of God, port strikes, power failures (load shedding), or global supply chain disruptions.

The Customer indemnifies the Company against claims by third parties arising from the Customers use, storage, handling or resale of the Goods, to the extent permitted by law.

The Seller may cancel transactions if they breach sanctions or export control laws

This Agreement, and all prospective transactions between the Seller and the Buyer, shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.

Each sentence, paragraph, and provision of this Agreement is severable from the others.

If any provision of this Agreement is found by a court of competent jurisdiction or an arbitrator to be invalid, illegal, or unenforceable under the laws of the Republic of South Africa or the local laws of the Buyer (specifically including the laws of Namibia, Botswana, or Zambia), such invalidity or unenforceability shall not affect the remaining provisions of this Agreement.

The parties agree that if any provision is found to be unenforceable but would be valid if part of the wording were deleted or the period/area of application reduced, the provision shall apply with such minimum modification as may be necessary to make it valid and enforceable while still reflecting the original commercial intent of the parties.

Once an order has been dispatched or a Pro-forma Invoice settled, the Seller does not accept returns for "change of mind," incorrect sizing, or buyer error. Once the quote is accepted in writing or through payment, the Seller deems the order to be finalised and correct. Therefore, no buyer returns will be accepted once the quote has been accepted

In the event of a return due to Seller error (Incorrect Shipment), the Buyer must notify the Seller of any incorrect shipment or defects (wrong SKU, incorrect quantity, or model mismatch) within 48 hours of Delivery at the Buyer's warehouse/ premises. This may be resolved as follows:

• The Seller may elect to re-import the goods at its own expense; or
• The parties may negotiate a "Retention Discount," where the Buyer keeps the goods at a reduced price, and the Seller issues an invoice to the Buyer's account for the difference.

The Seller shall be solely responsible for all costs associated with the return of the erroneous delivery, including but not limited to: international freight, insurance, export/import documentation, and any customs duties or taxes levied upon re-entry into South Africa. Returns will only be considered if the goods are unused, in their original packaging, and in a re-saleable condition. A credit note will be issued once the Goods have been received, inspected, and "signed off" by the Seller's quality control team at the South African warehouse.

At its sole discretion, the Seller may offer a discount or credit note to resolve minor disputes or technical discrepancies to maintain the commercial relationship. Such offers do not constitute an admission of liability or a waiver of these terms.

The Buyer agrees to provide all necessary assistance and "Return for Repair/Correction" documentation required by the relevant customs authorities to facilitate the duty-free re-entry of the Goods into South Africa.

The Seller does not provide cash refunds for cross-border returns due to Buyer error.

The Buyer must complete import clearance and accept delivery within 7 days of arrival at the named destination unless customs procedures reasonably require longer.

If the Buyer fails to complete import clearance, pay applicable duties or taxes, or take delivery of the Goods within 7 (seven) days of arrival at the named destination, the Seller shall be entitled, at its sole discretion, to:

All costs associated with such action, including but not limited to demurrage, storage, return freight, duties, penalties, and administrative costs, shall be for the Buyer's account and shall become immediately due and payable.

The Buyer further acknowledges that the Seller shall have the right to dispose of, resell, or scrap the Goods if recovery is not commercially viable, without prejudice to the Seller's right to recover any outstanding balance from the Buyer

All orders are subject to stock availability at the time of Dispatch. While the Seller makes every effort to ensure that the stock levels displayed on quotations or online are accurate, the Seller does not guarantee the immediate availability of any specific item.

If the Seller is unable to fulfil a Backorder within 30 (thirty) days of the original order date, either party may cancel the undelivered portion of the order without penalty. The Seller shall issue a credit note or refund for the value of the undelivered Goods only.

Records are retained for as long as reasonably necessary for lawful purposes (including tax, accounting, compliance, audit, and litigation) and thereafter securely destroyed or de-identified where appropriate.

The Company processes personal information in accordance with the Protection of Personal Information Act, 2013 (POPIA). This notice explains how personal information is collected, used and shared in relation to credit facilities and the supply relationship.

The Buyer consents to the Seller transferring personal and corporate data across borders to facilitate credit checks, shipping, and customs clearance. Data is processed solely for account administration, fraud prevention, and compliance with South African and foreign tax laws.

A statement of account sent to an authorised Company representative reflecting the balance owing shall be prima facie proof of indebtedness and a liquid document, subject to the Customers right to prove otherwise

The Customer chooses the physical and email addresses in this application as domicilium for notices. Notices to be served by email. A change is effective 5 (five) business days after written notice.

27.1) Documents required prior to dispatch:

27.2) Documents required after Dispatch, once goods exit South Africa:

The Buyer shall provide all reasonable assistance and documentation required to enable the Seller to obtain proof of export acceptable to SARS.