Dealer Terms and conditions

Terms and Conditions of Sale and Work

1. Application

1.1 These terms and conditions shall apply to any contract of servicing and/or maintenance and/or repair work (hereinafter collectively referred to as “work”) to be carried out on any vehicle, and any parts, materials, accessories or other items (hereinafter collectively referred to as “the goods”) sold by LSM Distributors (Pty) Ltd trading as Bentley South Africa (BSA) or used, supplied or installed by BSA in the performance of the work as authorized by the customer.

1.2 The customer acknowledges that BSA has selected and accredited subcontractors to carry out certain work and supply certain goods on behalf of BSA, and the customer accepts BSA’s recommendation that the convenience to the customer in having such work carried out and such goods supplied by these subcontractors, outweighs the limitation of the customer’s right to choose other suppliers.

2. Delivery

2.1 Any estimated date of completion of the work or delivery of the goods communicated to the customer by BSA is an approximate date only and the actual completion date or delivery date may vary.

2.2 BSA and the customer expressly agree that time is not of the essence and, in the event that BSA is unable to complete the work or deliver the goods on the estimated date communicated to the customer, the customer shall not have the right to cancel the contract of sale, nor shall BSA be liable for any loss or damages which the customer may suffer as a result of the actual completion or delivery date being later than the estimated date.

2.3 The customer shall take delivery of the goods or delivery of the vehicle upon completion of the work to be carried out, at BSA’s premises. Delivery shall be completed when the goods are handed to the customer or its agent at BSA’s premises.

2.4 BSA shall be entitled to withhold the delivery of the goods or the vehicle if the customer is in breach of any of the terms of this contract.

2.5 BSA may effect the delivery of the goods at different times.

3. Price

3.1 BSA will give the customer an estimate for the cost of repair or maintenance work to be carried out and the cost of any replacement parts, components, materials, accessories or other items to be supplied or installed in the performance of the work;

3.2 The work will only be commenced with once the customer has approved the estimate and authorized the work.

3.3 In the event of it being necessary for BSA to perform diagnostic work or to disassemble and re-assemble any goods in order to prepare an estimate for the work as envisaged in 3.1 above, BSA shall give the customer an estimate for the cost of performing such diagnostic work, the cost of disassembly and re-assembly of the goods and the cost of any parts, components and materials required to prepare the estimate (if any);

3.4 The customer shall be required to approve these costs prior to the estimate being prepared;

3.5 The estimates referred to in 3.1 and 3.3 above, and any other estimate given by BSA shall only be valid for a period of 30 (thirty) days from the date of issue thereof.

3.5 In the event that the customer does not accept the cost of preparing any of the estimates referred to herein, or in the event that the customer does not accept the estimate for the cost of any work to be carried out and the cost of any replacement parts, components, materials, accessories or other items to be supplied or installed in the performance of the work, the customer shall remove the goods or vehicle from the premises of BSA at the customer’s own cost.

4. Additional work

4.1 If the customer accepts BSA’s estimate for the cost of work to be carried out and the cost of any replacement parts, components, materials, accessories or other items required, supplied or installed in the performance of the work, and it transpires that additional charges will have to be incurred in order to complete the work, BSA will inform the customer of the additional estimated charges, whereupon the customer shall be required to authorize the work to continue.

4.2 Should the customer not authorize the work to continue, the customer shall remove the goods or vehicle from the premises of BSA at the customer’s own cost, and BSA shall have no obligation to re-assemble the goods unless the customer undertakes to pay the cost of such re-assembly.

5. Payment and ownership

5.1 The customer shall pay the cost of the work authorized and approved in accordance with the provisions of 3. Price and 4. Additional work above, prior to the removal of any goods from BSA’s premises, unless alternative arrangements are made and authorized by BSA’s credit manager in writing.

5.2 If BSA accepts a cheque or other instrument in respect of payment of any amount due, payment is made by electronic transfer, BSA reserves the right to retain possession of the goods until such cheque or instrument is honoured or the electronic payment is cleared for use by BSA. The customer expressly acknowledges that BSA has a debtor and creditor lien over the goods or vehicle which secures the payment of any amount due in respect of work carried out and goods supplied.

5.3 Notwithstanding any provision to the contrary contained herein, the parties specifically agree that ownership in the goods shall not pass to the customer upon delivery of the goods, but shall remain vested in BSA until all amounts payable to BSA in respect of services rendered and/or parts and goods supplied have actually been paid in full.

5.4 It is hereby specifically agreed that any payment made to BSA will first be applied in reduction of earlier debts in chronological order of the accrual dates of such amounts and it is specifically recorded that the debtor and creditor lien of BSA over the goods or vehicle to which repairs are carried out will remain of full force and effect until payment is received of all amounts payable to BSA in respect of services rendered and/or parts and goods supplied.

5.5 BSA shall be entitled to charge interest on any unpaid amount from the due date of such amount to the date of payment at a rate which is two percent above the prime rate charged by BSA’s bankers.

6. Warranty

Except as provided for in any other warranty given in writing by BSA to the customer:

6.1 All new or reconditioned parts installed during any repair or maintenance work, and the labour required to install it, are warranted to be free from defect in respect of materials and workmanship for a period of twelve months from the date of the work being completed, and such warranty shall be deemed to have terminated twelve months from the date appearing on the invoice issued by BSA in respect of that job, provided that for Genuine Bentley Parts and for exchanged and remanufactured engines, the warranty will be valid for a period of twenty-four months from the date of completion of the work.

6.2 Any warranty in terms of this paragraph 6 will be void in respect of goods that have been subjected to misuse or abuse, and do not apply to ordinary wear and tear, having regard to the circumstances in which the goods are ordinarily intended to be used.

(The Bentley Warranty conditions are subject to the provisions of the Consumer Protection Act, 68 of 2008)

7. Exclusion of liability

7.1 Save as provided in 6 above, BSA shall not be liable to the customer for any loss or special or consequential damages whatsoever, arising out of any breach by BSA of any of its obligations in terms of this agreement.

7.2 Without limiting the generality of 7.1 above, BSA shall not be liable for any loss or damage whatever suffered by the customer as a result of:

7.2.1 goods or any part thereof supplied by an independent contractor or independent sub-contractor, or work carried out by an independent contractor or independent sub-contractor, not being free from defect in respect of materials and workmanship;

7.2.2 any damage to goods or property of the customer, howsoever arising, except if caused by the gross negligence of BSA. In the event of the goods being a vehicle, the goods and its contents are stored and driven by the BSA’s representatives at the customer’s risk.

8. Cancellation

If either party:

8.1 commits a breach of any of these terms and conditions;

8.2 being a natural person, dies or is provisionally or finally sequestrated or surrenders his estate;

8.3 being a partnership, is dissolved;

8.4 being a company, is placed under provisional or final order of liquidation or judicial management; or

8.5 compromises or attempts to compromise generally with its creditors,

(the defaulting party)

the aggrieved party may cancel this agreement immediately by giving the defaulting party written notice to that effect, without prejudice to any other rights the aggrieved party may have as a result of such breach or cancellation.

If the customer is the defaulting party, BSA shall be entitled to apply any amounts paid by the customer to BSA in reduction of any damages which BSA may suffer as a consequence of any such default by the customer.

9. Jurisdiction

The customer consents to the jurisdiction of the Magistrates’ Court having jurisdiction over the parties hereto, notwithstanding that any claim by BSA may exceed the normal jurisdiction of the Magistrates’ Court as to amounts. Notwithstanding the aforegoing, BSA shall in its discretion be entitled to institute legal proceedings in any other court of competent jurisdiction.

10. Domicilia and Notices

10.1 The parties choose domicilia citandi et executandi for purposes of the giving of any notice, the serving of any process and for any other purpose arising from this Agreement at the following addresses:

10.1.1 BSA: Corner of Witkoppen & Wroxham Roads, Paulshof, 2191

10.1.2 The Customer: The address reflected on the New Vehicle Order
Agreement and/or Vehicle Tax Invoice

10.2 Any notice or communication required or permitted to be given in terms of this agreement shall be valid and effective only if in writing.

10.3 Any party may by written notice to the other party change its chosen address to another physical address, provided that the change shall become effective on the fourteenth day after the receipt of the notice by the addressee.

10.4 Any notice to a party contained in a correctly addressed envelope and sent by pre-paid registered post to it at its chosen address, shall be deemed to have been received on the 7th business day after posting.

10.5 Notwithstanding anything to the contrary herein contained, written notice or communication actually received by one of the parties from the other, shall be an adequate written notice or communication to such party, notwithstanding that it was not sent or delivered to its chosen domicilium.

11. Whole Agreement

11.1 This agreement constitutes the whole agreement between the parties as to the subject matter hereof and no agreements, representations or warranties between the parties, other than those set out herein, are binding on the parties.

11.2 No addition to, variation or amendment of, consensual cancellation or novation of this agreement and no waiver of any right arising from this agreement or its breach or termination, shall be of any force or effect unless reduced to writing and signed by both parties or their duly authorized representatives.

12. Relaxation

No latitude, extension of time or other indulgence which may be given or allowed by either party to the other in respect of performance of any obligation hereunder or the enforcement of any right arising from this agreement, and no single or partial exercise of any right by any party shall operate as a waiver or novation or otherwise affect any of that party’s rights in terms of or arising from this agreement, or prevent such party from enforcing at any time and without notice, strict and punctual compliance with each and every provision hereof.

13. Governing Law

This agreement shall be construed and interpreted in accordance with the Laws of the Republic of South Africa.

14. Interpretation

14.1 The clause headings are for convenience only and shall be disregarded in construing this agreement.

14.2 Unless inconsistent with the context, an expression which denotes:

14.2.1 any gender includes the other genders;

14.2.2 a natural person includes an artificial person and the other way round;

14.2.3 the singular includes the plural and the other way round.

15. Processing of personal information

Once the customer has disclosed his or her personal information (or its information in the case of a juristic person) to BSA, the customer irrevocably consents to BSA (and/or any of its associated entities, by law or otherwise) to process such personal information and utilize such information to engage with the customer as regards the various products, services, offerings and news events relevant to BSA (and/or any of its associated entities).

Terms and Conditions of Sale - New Vehicles

1. Application


These terms and conditions shall apply to the sale by LSM Distributors (Pty) Ltd trading as Bentley South Africa (BSA), of any new vehicle, whether pursuant to a Vehicle Order Agreement, or otherwise.

2. Purchase Price

2.1 The purchase price of the vehicle will be the actual purchase price as finally determined in accordance with the provisions of the original Vehicle Order Agreement and/or as reflected in the Vehicle Tax Invoice, together with any other ancillary costs agreed upon between BSA and the customer, and not the estimated price reflected in the original Vehicle Order Agreement.

2.2 Any price estimate provided by BSA is subject to change and shall serve as a guideline only, and shall not be binding on BSA or the customer.

3. Payment and Ownership

3.1 The customer shall pay the purchase price of the vehicle to BSA within 14 (fourteen) days of being informed by BSA that the vehicle is ready for delivery, or within 14 (fourteen) days of being informed by BSA that the vehicle has arrived in South Africa, whichever is the earlier date, and prior to the delivery of the vehicle, as envisaged in clause 4 below.

3.2 Payment by means of any credit card or debit card is not accepted as payment of the purchase price or part thereof.

3.3 If BSA accepts a cheque or other instrument in respect of payment of the purchase price or the payment is transferred electronically, BSA shall be entitled to retain possession of the vehicle until such cheque or instrument is honoured or the electronically transferred funds are cleared for use by BSA.

3.4 Notwithstanding any provision to the contrary contained herein, the parties specifically agree that ownership of the vehicle shall not pass to the customer upon delivery of the vehicle, but shall remain vested in BSA until the purchase price of the vehicle has actually been paid in full.

3.5 If the customer has had prior dealings with BSA, it is hereby specifically agreed that any payment made to BSA may first be applied in reduction of earlier debts in the chronological order of the accrual dates of such amounts.

3.6 Should the customer fail to make payment of the purchase price as envisaged herein, BSA shall be entitled to charge interest on the balance of the purchase price, after taking into account any deposit paid by the customer, calculated from the due date of such balance to the date of payment, at a rate which is two percent above the prime rate charged by the bankers of BSA.

3.7 BSA and the customer expressly agree that any interest accrued by virtue of the provisions of clause 3.6 above, may be set off against any deposit, or option fee paid by the customer to BSA.

4. Delivery

4.1 The customer shall take delivery of the vehicle within 14 (fourteen) days of being informed by BSA that the vehicle is ready for delivery, or within 14 (fourteen) days of being informed by BSA that the vehicle has arrived in South Africa, whichever is the later date, and subject to prior payment of the purchase price as envisaged in clause 3 above.

4.2 Delivery shall be completed when the vehicle is handed to the customer or its authorized agent, and upon taking delivery, the risk in the vehicle shall pass to the customer.

4.3 Should the customer, for whatever reason, fail to take delivery of the vehicle within 14 (fourteen) days as envisaged in clause 4.1 above, the risk in the vehicle shall pass to the customer despite delivery not having taken place, and BSA shall thereafter not be liable to the customer for any loss or damage to the vehicle, howsoever arising. In addition, the customer shall then become liable to BSA for the payment of storage costs at the current daily rate as determined by BSA from time to time for the full period that the vehicle remains with BSA.

4.4 Any date of delivery communicated to the customer by BSA, is an estimated date only and the actual delivery date may vary.

4.5 BSA and the customer expressly agree that time is not of the essence and, in the event that BSA is unable to deliver the vehicle on the estimated delivery date, the customer shall not have the right to cancel the contract of sale, nor shall BSA be liable for any loss or damages which the customer may suffer as a result of the actual delivery date being later than the estimated date.

4.6 BSA shall be entitled to suspend the delivery of the vehicle if the customer is in breach of any of the terms and conditions relating to this contract of sale.

5. Warranty provided by Bentley Motors Ltd, Crewe England

Each new vehicle sold by BSA is covered by the Bentley Motors Ltd, Crewe England warranty conditions and warranty periods specified by Bentley UK.

6. Exclusion of liability of BSA

6.1 BSA shall not be liable to the customer for any loss or damages, including special or consequential damages whatsoever, arising out of any manufacturing defect in the vehicle.

6.2 Without limiting the generality of clause 6.1 above, BSA shall not be liable for any loss or damages, including special or consequential damages whatsoever, suffered by the customer as a result of any work carried out by BSA, including an agent or sub-contractor of BSA, being defective in any way or failing to conform wholly or in part with any written warranty given in terms hereof.

6.3 The provisions of clauses 6.1 and 6.2 above are subject to the provisions of the Consumer Protection Act, Act 68 of 2008 (as amended).

7. Processing of personal information

Once the customer has disclosed his or her personal information (or its information in the case of a juristic person) to BSA, the customer irrevocably consents to BSA (and/or any of its associated entities, by law or otherwise) to process such personal information and utilize such information to engage with the customer as regards the various products, services, offerings and news events relevant to BSA (and/or any of its associated entities).

8. Cancellation

If either party:

8.1 commits a breach of any of these terms and conditions;

8.2 being a natural person, dies or is provisionally or finally sequestrated or surrenders his estate;

8.3 being a partnership, is dissolved;

8.4 being a company, is placed under provisional or final order of liquidation or judicial management; or

8.5 compromises or attempts to compromise generally with its creditors,

(the defaulting party)

the aggrieved party may cancel this agreement immediately by giving the defaulting party written notice to that effect, without prejudice to any other rights the aggrieved party may have as a result of such breach or cancellation.

If the customer is the defaulting party, BSA shall, in addition to any other rights it may have in law as a result of such breach or cancellation, be entitled to apply any amounts paid by the customer to BSA in reduction of any damages which BSA may suffer as a consequence of any such default by the customer.

9. Jurisdiction

The customer consents to the jurisdiction of the Magistrates’ Court having jurisdiction over the parties hereto, notwithstanding that any claim by BSA may exceed the statutory jurisdiction of the Magistrates’ Court as to amount. Notwithstanding the aforegoing, BSA shall be entitled to institute legal proceedings in any other court of competent jurisdiction.

10. Domicilia and Notices

10.1 The parties choose domicilia citandi et executandi for purposes of the giving of any notice, the serving of any process and for any other purpose arising from this Agreement at the following addresses:

10.1.1 BSA: Corner of Witkoppen & Wroxham Roads, Paulshof, 2191

10.1.2 The Customer: The address reflected on the New Vehicle Order
Agreement and/or Vehicle Tax Invoice

10.2 Any notice or communication required or permitted to be given in terms of this agreement shall be valid and effective only if in writing.

10.3 Any party may by written notice to the other party change its chosen address to another physical address, provided that the change shall become effective on the fourteenth day after the receipt of the notice by the addressee.

10.4 Any notice to a party contained in a correctly addressed envelope and sent by pre-paid registered post to it at its chosen address, shall be deemed to have been received on the 7th business day after posting.

10.5 Notwithstanding anything to the contrary herein contained, written notice or communication actually received by one of the parties from the other, shall be an adequate written notice or communication to such party, notwithstanding that it was not sent or delivered to its chosen domicilium.

11. Whole Agreement

11.1 This agreement constitutes the whole agreement between the parties as to the subject matter hereof and no agreements, representations or warranties between the parties, other than those set out herein, are binding on the parties.

11.2 No addition to, variation or amendment of, consensual cancellation or novation of this agreement and no waiver of any right arising from this agreement or its breach or termination, shall be of any force or effect unless reduced to writing and signed by both parties or their duly authorized representatives.

12. Relaxation

No latitude, extension of time or other indulgence which may be given or allowed by either party to the other in respect of performance of any obligation hereunder or the enforcement of any right arising from this agreement, and no single or partial exercise of any right by any party shall operate as a waiver or novation or otherwise affect any of that party’s rights in terms of or arising from this agreement, or prevent such party from enforcing at any time and without notice, strict and punctual compliance with each and every provision hereof.

13. Governing Law

This agreement shall be construed and interpreted in accordance with the Laws of the Republic of South Africa.

14. Interpretation

14.1 The clause headings are for convenience only and shall be disregarded in construing this agreement.

14.2 Unless inconsistent with the context, an expression which denotes:

14.2.1 any gender includes the other genders;

14.2.2 a natural person includes a juristic person and the other way round;

14.2.3 the singular includes the plural and the other way round.

Terms and Conditions of Sale – Pre-owned Vehicles

1. Application


These terms and conditions shall apply to the sale by LSM Distributors (Pty) Ltd trading as Bentley South Africa (BSA), of any pre-owned vehicle.

2. Purchase Price

The purchase price of the vehicle will be the price reflected in the Offer to Purchase, together with any other ancillary costs agreed upon between BSA and the customer.

3. Payment and Ownership

3.1 The customer shall pay the purchase price of the vehicle to BSA upon being informed that the vehicle is ready for delivery and prior to the delivery of the vehicle, as envisaged in paragraphs 4 below.

3.2 Payment by means of any credit card or debit card is not accepted as payment of the purchase price or part thereof.

3.3 If BSA accepts a cheque or other instrument in payment of the purchase price or the payment is transferred electronically, BSA shall be entitled to retain possession of the vehicle until such cheque or instrument is honoured or the electronically transferred funds are cleared for use by BSA.

3.4 Notwithstanding any provision to the contrary contained herein, the parties specifically agree that ownership in the vehicle shall not pass to the customer upon delivery of the vehicle, but shall remain vested in BSA until the purchase price of the vehicle has actually been paid in full.

3.5 If the customer has had prior dealings with BSA, it is hereby specifically agreed that any payment made to BSA may first be applied in reduction of earlier debts in chronological order of the accrual dates of such amounts.

3.6 Should the customer fail to make payment of the purchase price as envisaged herein, BSA shall be entitled to charge interest on the balance of the purchase price, after taking into account any deposit or option fee paid by the customer, calculated from the due date of such balance to the date of payment, at a rate which is two percent above the prime rate charged by the bankers of BSA.
3.7 BSA and the customer expressly agree that any interest accrued by virtue of the provisions of paragraph 4.6 above may be set off against any deposit paid by the customer.

4. Delivery

4.1 The customer shall take delivery of the vehicle within 7 (seven) days of being informed by BSA that the vehicle is ready for delivery and after payment of the purchase price.

4.2 Delivery shall be completed when the vehicle is handed to the customer or its authorized agent and upon taking delivery, the risk in the vehicle shall pass to the customer.

4.3 Should the customer, for whatever reason, fail to take delivery of the vehicle within 7 (seven) days as envisaged in clause 4.1 above, the risk in the vehicle shall pass to the customer despite delivery not having taken place, and BSA shall thereafter not be liable to the customer for any loss or damage to the vehicle, howsoever arising. In addition, the customer shall then become liable to BSA for the payment of storage costs at the current daily rate as determined by BSA from time to time for the full period that the vehicle remains with BSA.

4.4 Any date of delivery communicated to the customer by BSA, is an estimated date only and the actual delivery date may vary.

4.5 BSA and the customer expressly agree that time is not of the essence and, in the event that BSA is unable to deliver the vehicle on the estimated delivery date, the customer shall not have the right to cancel the contract of sale, nor shall BSA be liable for any loss or damages which the customer may suffer as a result of the actual delivery date being later than the estimated date.

4.6 BSA shall be entitled to suspend the delivery of the vehicle if the customer is in breach of any of the terms and conditions relating to this contract of sale.

5. Warranty provided by Bentley Motors Ltd, Crewe England

Each new vehicle sold by BSA is covered by the Bentley Motors Ltd, Crewe England warrant conditions and warranty periods specified by Bentley UK, and where these warranty periods specified by Bentley UK have not expired in respect of any pre-owned vehicle, the Bentley UK warranty conditions remain in force with regard to that particular pre-owned vehicle for the remainder of the warranty period.

(The Bentley Warranty conditions are subject to the provisions of the Consumer Protection Act, 68 of 2008)

6. Exclusion of liability of BSA

6.1 Save as provided in paragraph 5 above, BSA shall not be liable to the customer for any loss or damages, including special or consequential damages whatsoever, arising out of any defect in the vehicle.

6.2 Without limiting the generality of 6.1, BSA shall not be liable for any loss or damages, including special or consequential damages whatsoever, suffered by the customer as a result of any work carried out by BSA, including an agent or sub-contractor of BSA, being defective in any way or failing to conform wholly or in part with any written warranty given in terms hereof.

6.3 The provisions of paragraphs 6.1 and 6.2 above are subject to the provisions of the Consumer Protection Act, Act 68 of 2008.

7. Processing of personal information

Once the customer has disclosed his or her personal information (or its information in the case of a juristic person) to BSA, the customer irrevocably consents to BSA (and/or any of its associated entities, by law or otherwise) to process such personal information and utilize such information to engage with the customer as regards the various products, services, offerings and news events relevant to BSA (and/or any of its associated entities).

8. Cancellation

If either party:

8.1 commits a breach of any of these terms and conditions;

8.2 being a natural person, dies or is provisionally or finally sequestrated or surrenders his estate;

8.3 being a partnership, is dissolved;

8.4 being a company, is placed under provisional or final order of liquidation or judicial management; or

8.5 compromises or attempts to compromise generally with its creditors;

(the defaulting party)

the aggrieved party may cancel this agreement immediately by giving the defaulting party written notice to that effect, without prejudice to any other rights the aggrieved party may have as a result of such breach or cancellation.

If the customer is the defaulting party, BSA shall, in addition to any other rights it may have in law as a result of such breach or cancellation, be entitled to apply any amounts paid by the customer to BSA in reduction of any damages which BSA may suffer as a consequence of any such default by the customer.

9. Jurisdiction

The customer consents to the jurisdiction of the Magistrates’ Court, notwithstanding that any claim by BSA may exceed the statutory jurisdiction of the Magistrate’s Court as to amounts. Notwithstanding the aforegoing, BSA shall in its discretion be entitled to institute legal proceedings in any other court of competent jurisdiction.

10. Domicilia and Notices

10.1 The parties choose domicilia citandi et executandi ("domicilii") for purposes of the giving of any notice, the serving of any process and for any other purpose arising from this Agreement as follows:

10.1.1 BSA: Corner of Witkoppen & Wroxham Roads, Paulshof, 2191

10.1.2 The Customer: The address reflected on the Offer to Purchase and/or
Vehicle Tax Invoice

10.2 Any notice or communication required or permitted to be given in terms of this agreement shall be valid and effective only if in writing.

10.3 Any party may by written notice to the other party change its chosen address to another physical address, provided that the change shall become effective on the fourteenth day after the receipt of the notice by the addressee.

10.4 Any notice to a party contained in a correctly addressed envelope and sent by pre-paid registered post to it at its chosen address, shall be deemed to have been received on the 7th business day after posting.

10.5 Notwithstanding anything to the contrary herein contained, written notice or communication actually received by one of the parties from the other, shall be an adequate written notice or communication to such party, notwithstanding that it was not sent or delivered to its chosen domicilium.

11. Whole Agreement

11.1 This agreement constitutes the whole agreement between the parties as to the subject matter hereof and no agreements, representations or warranties between the parties, other than those set out herein, are binding on the parties.

11.2 No addition to, variation or amendment of, consensual cancellation or novation of this agreement and no waiver of any right arising from this agreement or its breach or termination, shall be of any force or effect unless reduced to writing and signed by both parties or their duly authorized representatives.

12. Relaxation

No latitude, extension of time or other indulgence which may be given or allowed by either party to the other in respect of performance of any obligation hereunder or the enforcement of any right arising from this agreement, and no single or partial exercise of any right by any party shall operate as a waiver or novation or otherwise affect any of that party’s rights in terms of or arising from this agreement, or prevent such party from enforcing at any time and without notice, strict and punctual compliance with each and every provision hereof.

13. Governing Law

This agreement shall be construed and interpreted in accordance with the Laws of the Republic of South Africa.

14. Interpretation

14.1 The clause headings are for convenience only and shall be disregarded in construing this agreement.

14.2 Unless inconsistent with the context, an expression which denotes:

14.2.1 any gender includes the other genders;

14.2.2 a natural person includes a juristic person and the other way round;

14.2.3 the singular includes the plural and the other way round.