Supply Terms & Conditions

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STANDARD SUPPLY TERMS

(Valid as of 1 January 2018)

The following is a statement of the current standard terms of business under which Stellenbosch Nanofiber Company (Pty) Ltd (Registration Number 2009/023385/07), a company incorporated under South African law with a registered address at 7 Marconi Road, Montague Gardens, Cape Town, 7441, makes available its nanofiber products to customers (whether directly or through its authorised distributors or agents). We refer to ourselves as “SNC” in this document. Any person or entity that validly accepts a quote or order for the products supplied by us will enter into a binding agreement with us. Such person or entity is referred to as a “Customer” in this document and we refer to a validly accepted quote or order as an “Order”. Unless otherwise agreed in writing, all orders are subject to these terms. These terms may be replaced or amended from time to time. Such changes will take effect as and when published. Customer should review these terms prior to concluding each Order since the then valid version of the terms will apply to such an Order. To the extent that any provision contained in these terms conflict with any provision contained in the Order, the provision contained under these terms shall prevail.

  1. APPLICATION
    1. Incorporation. Unless otherwise agreed, the prevailing version of these terms will apply to each Order concluded with SNC. These terms will be incorporated into and form part of each such Order while this version of the terms remains valid. However, unless otherwise provided in the Order, the terms and conditions of any one Order shall not apply to any other Order.
    2. Validity. These terms shall be valid as from the date specified at the head hereof until replaced by SNC with amended or new standard terms. Such replacement will not affect the terms of any Orders already concluded prior to the date on which the replacement terms are specified by SNC to take effect, but the replacement terms will apply to all Orders concluded as from the date on which the replacement terms are specified to take effect.
    3. Conflicts. Insofar as any term and condition in the Order conflicts with the terms contained herein, the terms contained herein shall prevail.
  1. DEFINITIONS AND INTERPRETATION

2.1 Definitions. For purposes hereof, the following terms shall have the following meanings –

2.1.1  “Confidential Information” means any information of a confidential nature, which has been, or may be obtained directly or indirectly by one Party from the other Party hereto whether in writing or in electronic format, or pursuant to discussions held between the Parties, or which can be obtained by examination, testing, visual inspection or analyses, including without limitation information relating to a Party’s past, present and future research and development or to a Party’s business activities, opportunities, products, services, clients, suppliers, or to a Party’s technical knowledge which for SNC shall include all non-public Product information including the composition, qualities and methods of production, application, use or implementation of the Products and the information contained in the Product Specifications and anything derived from the aforesaid, and which for the Customer shall include all non public proprietary information relating to the Customer Material;

2.1.2  “Customer Material” means any proprietary materials provided by Customer to SNC for the purposes of incorporation into the Products;

2.1.3  “Feemeans the fees and charges to be paid by Customer to SNC in respect of the Products procured under an Order, as stated in the Order;

2.1.4  “Intellectual Property” means patents, registered designs, trademarks (whether registered or otherwise), copyright and rights to claim something as its confidential information, and all other rights of a similar character whether registered or capable of registration and all applications and rights to apply for protection of any of the same;

2.1.5  “Order” means a Customer order for the supply of Products that has been duly accepted by SNC;

2.1.6  “Parties” means SNC and Customer and “Party” means either one of them;

2.1.7  “Personnel” means any director, employee, agent, consultant, contractor or other representative of an entity;

2.1.8  “Product” means the nanofiber products manufactured by SNC and made available to Customer pursuant to the Order;

2.1.9  “Product Specification” means the description of the qualities and characteristics of a Product as provided to Customer by SNC in writing;

2.2  References to persons. References to persons shall include natural and juristic persons and references to either Party shall include such Party’s successors or permitted assigns.

2.3  Calculation of Days. Unless expressly otherwise stated, when any number of days is prescribed in these terms or the Order, same shall be reckoned exclusively of the first and inclusively of the last day, unless the last day falls on a day that is not a business day, in which case the last day shall be the next business day.

2.4  Counterparts. The Order may be executed in any number of counterparts (including faxed counterparts) and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

2.5  Contra proferentem excluded. No rule of construction that an agreement shall be interpreted against the Party responsible for its drafting or preparation shall apply to these terms or to the Order.

  1. DELIVERY

3.1  Ordering. The Customer may purchase Products from SNC by submitting a duly completed Order form in the prescribed format to SNC in compliance with SNC ordering procedures, specifying the quantity and types of Products required. Orders shall become binding on the Parties upon SNC’s acceptance thereof, which acceptance will occur upon SNC countersigning the Order or delivery to the carrier responsible for shipment of such Products ordered, whichever occurs first.

3.2  Shipment. SNC may select a carrier to ship the Products to the designated delivery address. Pricing of SNC shall be Ex Works (EXW) Origin, as that term is defined in the 2000 Incoterms unless the contrary is expressly stated. Accordingly, Customer shall be responsible for the shipment and insurance of Products and for the costs associated therewith.

3.3  Delivery. SNC shall endeavour to procure delivery of the Products to Customer within a reasonable time of an Order being accepted, but SNC shall not be obliged to make available Products for shipping prior to receiving full payment of all amounts due to it under the Order. SNC shall assume no liability for any delays in or for failure of delivery of the Products.

3.4  Risk. The risk of loss or damage to the goods, is transferred from SNC to Customer when the Products are delivered into the custody of the carrier responsible for shipment of such Products to Customer.

3.5  Title. Ownership and title in Products will only pass to Customer upon receipt by SNC of all amounts payable in respect of the supply of such Products, notwithstanding delivery thereof to Customer.

  1. FEES AND PAYMENT
    4.1 Fees. SNC may invoice Customer for the Fees payable for the Products upon its acceptance of the Order, and such invoice shall

STANDARD SUPPLY TERMS

(Valid as of 1 January 2018)

The following is a statement of the current standard terms of business under which Stellenbosch Nanofiber Company (Pty) Ltd (Registration Number 2009/023385/07), a company incorporated under South African law with a registered address at 7 Marconi Road, Montague Gardens, Cape Town, 7441, makes available its nanofiber products to customers (whether directly or through its authorised distributors or agents). We refer to ourselves as “SNC” in this document. Any person or entity that validly accepts a quote or order for the products supplied by us will enter into a binding agreement with us. Such person or entity is referred to as a “Customer” in this document and we refer to a validly accepted quote or order as an “Order”. Unless otherwise agreed in writing, all orders are subject to these terms. These terms may be replaced or amended from time to time. Such changes will take effect as and when published. Customer should review these terms prior to concluding each Order since the then valid version of the terms will apply to such an Order. To the extent that any provision contained in these terms conflict with any provision contained in the Order, the provision contained under these terms shall prevail.

  1. APPLICATION
    1. Incorporation. Unless otherwise agreed, the prevailing version of these terms will apply to each Order concluded with SNC. These terms will be incorporated into and form part of each such Order while this version of the terms remains valid. However, unless otherwise provided in the Order, the terms and conditions of any one Order shall not apply to any other Order.
    2. Validity. These terms shall be valid as from the date specified at the head hereof until replaced by SNC with amended or new standard terms. Such replacement will not affect the terms of any Orders already concluded prior to the date on which the replacement terms are specified by SNC to take effect, but the replacement terms will apply to all Orders concluded as from the date on which the replacement terms are specified to take effect.
    3. Conflicts. Insofar as any term and condition in the Order conflicts with the terms contained herein, the terms contained herein shall prevail.
  1. DEFINITIONS AND INTERPRETATION

2.1 Definitions. For purposes hereof, the following terms shall have the following meanings –

2.1.1  “Confidential Information” means any information of a confidential nature, which has been, or may be obtained directly or indirectly by one Party from the other Party hereto whether in writing or in electronic format, or pursuant to discussions held between the Parties, or which can be obtained by examination, testing, visual inspection or analyses, including without limitation information relating to a Party’s past, present and future research and development or to a Party’s business activities, opportunities, products, services, clients, suppliers, or to a Party’s technical knowledge which for SNC shall include all non-public Product information including the composition, qualities and methods of production, application, use or implementation of the Products and the information contained in the Product Specifications and anything derived from the aforesaid, and which for the Customer shall include all non public proprietary information relating to the Customer Material;

2.1.2  “Customer Material” means any proprietary materials provided by Customer to SNC for the purposes of incorporation into the Products;

2.1.3  “Feemeans the fees and charges to be paid by Customer to SNC in respect of the Products procured under an Order, as stated in the Order;

2.1.4  “Intellectual Property” means patents, registered designs, trademarks (whether registered or otherwise), copyright and rights to claim something as its confidential information, and all other rights of a similar character whether registered or capable of registration and all applications and rights to apply for protection of any of the same;

2.1.5  “Order” means a Customer order for the supply of Products that has been duly accepted by SNC;

2.1.6  “Parties” means SNC and Customer and “Party” means either one of them;

2.1.7  “Personnel” means any director, employee, agent, consultant, contractor or other representative of an entity;

2.1.8  “Product” means the nanofiber products manufactured by SNC and made available to Customer pursuant to the Order;

2.1.9  “Product Specification” means the description of the qualities and characteristics of a Product as provided to Customer by SNC in writing;

2.2  References to persons. References to persons shall include natural and juristic persons and references to either Party shall include such Party’s successors or permitted assigns.

2.3  Calculation of Days. Unless expressly otherwise stated, when any number of days is prescribed in these terms or the Order, same shall be reckoned exclusively of the first and inclusively of the last day, unless the last day falls on a day that is not a business day, in which case the last day shall be the next business day.

2.4  Counterparts. The Order may be executed in any number of counterparts (including faxed counterparts) and all of such counterparts taken together shall be deemed to constitute one and the same instrument.

2.5  Contra proferentem excluded. No rule of construction that an agreement shall be interpreted against the Party responsible for its drafting or preparation shall apply to these terms or to the Order.

  1. DELIVERY

3.1  Ordering. The Customer may purchase Products from SNC by submitting a duly completed Order form in the prescribed format to SNC in compliance with SNC ordering procedures, specifying the quantity and types of Products required. Orders shall become binding on the Parties upon SNC’s acceptance thereof, which acceptance will occur upon SNC countersigning the Order or delivery to the carrier responsible for shipment of such Products ordered, whichever occurs first.

3.2  Shipment. SNC may select a carrier to ship the Products to the designated delivery address. Pricing of SNC shall be Ex Works (EXW) Origin, as that term is defined in the 2000 Incoterms unless the contrary is expressly stated. Accordingly, Customer shall be responsible for the shipment and insurance of Products and for the costs associated therewith.

3.3  Delivery. SNC shall endeavour to procure delivery of the Products to Customer within a reasonable time of an Order being accepted, but SNC shall not be obliged to make available Products for shipping prior to receiving full payment of all amounts due to it under the Order. SNC shall assume no liability for any delays in or for failure of delivery of the Products.

3.4  Risk. The risk of loss or damage to the goods, is transferred from SNC to Customer when the Products are delivered into the custody of the carrier responsible for shipment of such Products to Customer.

3.5  Title. Ownership and title in Products will only pass to Customer upon receipt by SNC of all amounts payable in respect of the supply of such Products, notwithstanding delivery thereof to Customer.

  1. FEES AND PAYMENT
    4.1 Fees. SNC may invoice Customer for the Fees payable for the Products upon its acceptance of the Order, and such invoice shall

The Stellenbosch Nanofiber Company (Pty) Ltd

SNC Standard Supply Terms

January 2018

Please initial here to indicate acceptance of the terms: _________

be payable within 7 (seven) days of the date of the invoice. The Fees will be paid in the currency specified in the invoice without withholding, deduction or set-off for whatever reason into the account designated under such invoice.

4.2  Expenses. Unless otherwise agreed in writing, the Fees shall be exclusive of reasonable expenses (including for shipment and related insurance) which may be charged to Customer in addition to and invoiced together with the Fees.

4.3  Taxes. The Fees shall exclude all taxes (including without limitation value added tax sales tax, withholding tax, (and any other similar taxes levied in any jurisdiction), duties (including without limitation stamp duties and customs and excise duties), tariffs, rates, levies and other governmental charges or expenses payable in respect of the Products, all of which shall be payable by Customer in addition to the Fees.

4.4  Remedies for Non-Payment. Where payment of any amount due to SNC for the supply of the Products is not received on or before the due date for payment SNC shall be entitled to charge interest on such amount at a rate of 2% (two per cent) per month and/or to cancel the Order.

5. CUSTOMER USE

5.1  Use of Products. Customer shall be responsible for assessing the suitability of the Products for the Customer’s specific business requirements. Customer shall use the Products only for its own internal business purposes and in accordance with SNC’s reasonable instructions and shall not use the Products in a manner which is harmful or contrary to applicable law and shall not resell or redistribute the Products save with SNC’s prior written consent.

5.2  SNC Warranty. SNC warrants that the Products as supplied by it will materially conform to the Product Specifications as set out in the Order. Customer will report any such non-conformance of which it becomes aware to SNC, and provided it does so within 30 (thirty) days of receipt of the Products, it will as its sole and exclusive remedy be entitled to return the non-conforming Products and demand that SNC replace such Products with Products that conform with the relevant Product Specifications, and if SNC fails to do so within a reasonable time of receipt of the returned Products, Customer may require that SNC refund the Fees paid to SNC by Customer for the returned Products.

5.3  Disclaimer. Save for the warranty provided in clause 5.2 above the Products are provided to Customer by SNC “as is” and without warranty of any kind and SNC in particular disclaims that the Products are or will be free from defects, fit for a particular purpose or non-infringing of any third party rights.

5.4  Risk of Use. Use of the Products is at the sole risk of Customer. Customer accordingly indemnifies and holds SNC and its Personnel harmless against any and all claims and losses arising pursuant to or in connection with its use of the Products.

6. LIABILITY

6.1  Direct Damages Limited. Save to the extent that such limitation is not permitted by applicable law, SNC’s maximum liability to the Customer for any damages, expenses, costs and losses whatsoever claimed in connection with the Order including the use of the Products shall be the total amount of Fees paid to SNC under the Order.

6.2  Indirect Damages Excluded. In no event shall SNC or its Personnel be liable for any indirect, incidental, extrinsic, special or consequential damages or losses (whether foreseeable or unforeseeable) of any kind (including, without limitation, loss of profits, loss of revenue, loss of goodwill, business interruption, third party claims or any other loss or damage arising out of a delay in delivery or use of the Products) arising in connection with the Order, whether based on contract, delict, statute or otherwise, except to the extent that the limitation contained herein is not permitted by applicable law.

7. INTELLECTUAL PROPERTY RIGHTS

SNC may use the Customer Material provided to it by Customer for the purposes of developing and manufacturing the Products only. Any and all Intellectual Property which subsist in or pertain to the

Customer Material, are reserved and remain solely vested in Customer and its licensors, and SNC shall not in any manner whatsoever represent that it is the owner of such Intellectual Property. Any and all Intellectual Property which subsist in or pertain to the Products (other than as may subsist in the Customer Material incorporated into such Products), including with respect to any documentation or packaging relating thereto, are reserved and remain solely vested in SNC and its licensors, and Customer shall not in any manner whatsoever represent that it is the owner of such Intellectual Property.

8. CONFIDENTIAL INFORMATION

8.1 Confidentiality obligation. Each Party (“Receiving Party”) must treat and hold as confidential all Confidential Information which it may receive from the other party (“Disclosing Party”) or which otherwise becomes known to it. Unless the Disclosing Party has expressly agreed otherwise in writing, the Receiving Party will not and will ensure that its Personnel does not at any time use or disclose any Confidential Information of the Disclosing Party other than as allowed in terms hereof. The Receiving Party may use and disclose the Disclosing Party’s Confidential Information to its Personnel only on a “need to know” basis to the extent required to enable it to comply with Receiving Party’s obligations hereunder.

8.2 Remedies. The Receiving Party agrees that, in the event of a breach or threatened breach of this Clause, the Disclosing Party’s shall be entitled to seek injunctive relief or specific performance, in order to obtain immediate remedies. Any such remedy shall be in addition to and not in lieu of any other remedies available at law, including monetary damages.

9. GENERAL

9.1 Notices. The Parties choose as their address for legal notices and proceedings for all purposes connected to this Order their physical address set out in the Order.

9.2 No Assignment. Neither Party shall be entitled to cede, assign, delegate or otherwise transfer any of its rights or obligations under the Order without the prior written consent of the other Party, such consent not to be unreasonably withheld.

9.3 Severability. If the whole or any part of a provision of an Order is void or voidable by either Party or unenforceable or illegal, the whole or that part (as the case may be) of that provision, shall be severed, and the remainder of the Order shall have full force and effect, provided such severance does not alter the nature of the Order.

9.4 Relationship. Nothing in an Order shall be construed as creating any form of employment, agency, joint venture or partnership between the Parties and neither Party shall have any authority to bind, make representations or incur any liability on behalf of the other.

9.5 Entire Agreement. The Order and these terms constitute the entire agreement between Customer and SNC in respect of the subject matter of such Order and no agreements, representations or warranties between the Parties other than those set out therein are binding on the Parties.

9.6 Variation. No amendment or modification to an Order shall be effective unless in writing and signed by authorised signatories of both Parties.

9.7 Waiver. No latitude, granting of time or forbearance of a Party hereto regarding the performance of the other Party shall be or be deemed to be a waiver of any term or condition hereof or of an Order and no waiver of any breach shall operate a waiver of any continuing or subsequent breach. No waiver shall be effective unless it is expressly stated in writing and signed by the Party giving it.

9.8 Governing Law and jurisdiction. Orders shall be governed and construed according to the laws of the Republic of South Africa and the Parties agree to submit to the non-exclusive jurisdiction of the Western Cape High Court, Cape Town, South Africa regarding any and all disputes arising in connection therewith.

be payable within 7 (seven) days of the date of the invoice. The Fees will be paid in the currency specified in the invoice without withholding, deduction or set-off for whatever reason into the account designated under such invoice.

4.2  Expenses. Unless otherwise agreed in writing, the Fees shall be exclusive of reasonable expenses (including for shipment and related insurance) which may be charged to Customer in addition to and invoiced together with the Fees.

4.3  Taxes. The Fees shall exclude all taxes (including without limitation value added tax sales tax, withholding tax, (and any other similar taxes levied in any jurisdiction), duties (including without limitation stamp duties and customs and excise duties), tariffs, rates, levies and other governmental charges or expenses payable in respect of the Products, all of which shall be payable by Customer in addition to the Fees.

4.4  Remedies for Non-Payment. Where payment of any amount due to SNC for the supply of the Products is not received on or before the due date for payment SNC shall be entitled to charge interest on such amount at a rate of 2% (two per cent) per month and/or to cancel the Order.

5. CUSTOMER USE

5.1  Use of Products. Customer shall be responsible for assessing the suitability of the Products for the Customer’s specific business requirements. Customer shall use the Products only for its own internal business purposes and in accordance with SNC’s reasonable instructions and shall not use the Products in a manner which is harmful or contrary to applicable law and shall not resell or redistribute the Products save with SNC’s prior written consent.

5.2  SNC Warranty. SNC warrants that the Products as supplied by it will materially conform to the Product Specifications as set out in the Order. Customer will report any such non-conformance of which it becomes aware to SNC, and provided it does so within 30 (thirty) days of receipt of the Products, it will as its sole and exclusive remedy be entitled to return the non-conforming Products and demand that SNC replace such Products with Products that conform with the relevant Product Specifications, and if SNC fails to do so within a reasonable time of receipt of the returned Products, Customer may require that SNC refund the Fees paid to SNC by Customer for the returned Products.

5.3  Disclaimer. Save for the warranty provided in clause 5.2 above the Products are provided to Customer by SNC “as is” and without warranty of any kind and SNC in particular disclaims that the Products are or will be free from defects, fit for a particular purpose or non-infringing of any third party rights.

5.4  Risk of Use. Use of the Products is at the sole risk of Customer. Customer accordingly indemnifies and holds SNC and its Personnel harmless against any and all claims and losses arising pursuant to or in connection with its use of the Products.

6. LIABILITY

6.1  Direct Damages Limited. Save to the extent that such limitation is not permitted by applicable law, SNC’s maximum liability to the Customer for any damages, expenses, costs and losses whatsoever claimed in connection with the Order including the use of the Products shall be the total amount of Fees paid to SNC under the Order.

6.2  Indirect Damages Excluded. In no event shall SNC or its Personnel be liable for any indirect, incidental, extrinsic, special or consequential damages or losses (whether foreseeable or unforeseeable) of any kind (including, without limitation, loss of profits, loss of revenue, loss of goodwill, business interruption, third party claims or any other loss or damage arising out of a delay in delivery or use of the Products) arising in connection with the Order, whether based on contract, delict, statute or otherwise, except to the extent that the limitation contained herein is not permitted by applicable law.

7. INTELLECTUAL PROPERTY RIGHTS

SNC may use the Customer Material provided to it by Customer for the purposes of developing and manufacturing the Products only. Any and all Intellectual Property which subsist in or pertain to the

Customer Material, are reserved and remain solely vested in Customer and its licensors, and SNC shall not in any manner whatsoever represent that it is the owner of such Intellectual Property. Any and all Intellectual Property which subsist in or pertain to the Products (other than as may subsist in the Customer Material incorporated into such Products), including with respect to any documentation or packaging relating thereto, are reserved and remain solely vested in SNC and its licensors, and Customer shall not in any manner whatsoever represent that it is the owner of such Intellectual Property.

8. CONFIDENTIAL INFORMATION

8.1 Confidentiality obligation. Each Party (“Receiving Party”) must treat and hold as confidential all Confidential Information which it may receive from the other party (“Disclosing Party”) or which otherwise becomes known to it. Unless the Disclosing Party has expressly agreed otherwise in writing, the Receiving Party will not and will ensure that its Personnel does not at any time use or disclose any Confidential Information of the Disclosing Party other than as allowed in terms hereof. The Receiving Party may use and disclose the Disclosing Party’s Confidential Information to its Personnel only on a “need to know” basis to the extent required to enable it to comply with Receiving Party’s obligations hereunder.

8.2 Remedies. The Receiving Party agrees that, in the event of a breach or threatened breach of this Clause, the Disclosing Party’s shall be entitled to seek injunctive relief or specific performance, in order to obtain immediate remedies. Any such remedy shall be in addition to and not in lieu of any other remedies available at law, including monetary damages.

9. GENERAL

9.1 Notices. The Parties choose as their address for legal notices and proceedings for all purposes connected to this Order their physical address set out in the Order.

9.2 No Assignment. Neither Party shall be entitled to cede, assign, delegate or otherwise transfer any of its rights or obligations under the Order without the prior written consent of the other Party, such consent not to be unreasonably withheld.

9.3 Severability. If the whole or any part of a provision of an Order is void or voidable by either Party or unenforceable or illegal, the whole or that part (as the case may be) of that provision, shall be severed, and the remainder of the Order shall have full force and effect, provided such severance does not alter the nature of the Order.

9.4 Relationship. Nothing in an Order shall be construed as creating any form of employment, agency, joint venture or partnership between the Parties and neither Party shall have any authority to bind, make representations or incur any liability on behalf of the other.

9.5 Entire Agreement. The Order and these terms constitute the entire agreement between Customer and SNC in respect of the subject matter of such Order and no agreements, representations or warranties between the Parties other than those set out therein are binding on the Parties.

9.6 Variation. No amendment or modification to an Order shall be effective unless in writing and signed by authorised signatories of both Parties.

9.7 Waiver. No latitude, granting of time or forbearance of a Party hereto regarding the performance of the other Party shall be or be deemed to be a waiver of any term or condition hereof or of an Order and no waiver of any breach shall operate a waiver of any continuing or subsequent breach. No waiver shall be effective unless it is expressly stated in writing and signed by the Party giving it.

9.8 Governing Law and jurisdiction. Orders shall be governed and construed according to the laws of the Republic of South Africa and the Parties agree to submit to the non-exclusive jurisdiction of the Western Cape High Court, Cape Town, South Africa regarding any and all disputes arising in connection therewith.

The Stellenbosch Nanofiber Company (Pty) Ltd

SNC Standard Supply Terms

January 2018

Please initial here to indicate acceptance of the terms: _________

DOWNLOAD T’s & C’s