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In the event that a formal contractual agreement has been executed between the Supplier and Senwes, the terms and conditions of that agreement shall prevail over these Terms and Conditions. In the absence of such an agreement, these Terms and Conditions govern the supply of Goods and/or Services by the Supplier to Senwes.

Definitions

For the purposes of these Terms and Conditions, unless the context otherwise requires, the following words and expressions shall have the meanings assigned to them below. Defined terms shall apply throughout this Agreement and any Purchase Order issued under it, whether in singular or plural form.

Term	Definition
Agreement	These Terms and Conditions, together with any annexures and each accepted Purchase Order issued by Senwes to the Supplier.
Affiliate	Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
Business Day	Any day other than a Saturday, Sunday, or public holiday in the Republic of South Africa.
Confidential Information	All information, whether written, electronic, or oral, disclosed by a Party to the other Party in connection with this Agreement, including trade secrets, financial information, supplier data, sales data, technical know-how, processes, strategies, and any information not generally available to competitors.
Delivery Date	The date by which the Supplier must deliver the Goods and/or complete the Services as specified in the Purchase Order.
Force Majeure	Any event or circumstance beyond the reasonable control of the affected Party that prevents or delays performance, including acts of God, fire, flood, riot, strike, war (declared or undeclared), power outages, embargoes, export controls, court orders, or similar events.
Goods	All products, materials, equipment, or items supplied by the Supplier to Senwes under a Purchase Order.
Material Breach	A breach of this Agreement that significantly affects the value, purpose, or performance of the Agreement.
Material Defect	A defect in Goods or Services that renders them unsuitable for their intended purpose or significantly reduces their value.
Party/ Parties	“Party” means either Senwes or the Supplier, and “Parties” means both collectively.
PO Number	The reference number of a Purchase Order issued by Senwes for invoice and delivery reconciliation purposes.
Partial Delivery	Any portion of Goods or Services delivered or performed before full completion of the Purchase Order.
Purchase Order	A written or electronic order issued by Senwes to the Supplier for the supply of Goods and/or Services, specifying details such as product descriptions, quantities, prices, and delivery schedules.
Services	All services rendered by the Supplier to Senwes in terms of a Purchase Order.
Supplier	The entity supplying Goods and/or Services to Senwes under a Purchase Order.
VAT	Value-added tax as defined in the Value-Added Tax Act, 1991 (as amended).
Effective Date	The date on which this Agreement comes into effect, being the date of countersignature of the first Purchase Order in the absence of a separate Master Agreement.

Price

1. By accepting the order form, the Supplier acknowledges and agrees to the prices specified therein and undertakes to supply the goods and/or services at those prices.
2. The term order form refers to a written purchase order issued by Senwes to the Supplier from time to time, specifying the products and/or services to be supplied to Senwes.
3. No price adjustments or variations will be accepted after the delivery of goods or completion of services.

Order Cancellation

1. Senwes reserves the right to cancel or amend any purchase order prior to delivery by issuing written notice to the Supplier. The Supplier is required to comply with any such cancellation or amendment.
2. If the Supplier fails to submit a written query regarding any purchase order, or any amendment thereto, within five (5) business days from the date of receipt of the order, the Supplier shall be deemed to have accepted the order and shall be obligated to deliver the goods and/or services as specified.
3. Where partial deliveries have been made, cancellation shall not affect the Supplier’s entitlement to payment for Goods or Services already delivered and accepted by Senwes.

Delivery, Specifications and Prices

1. The Supplier must fulfil its obligations in strict accordance with the specifications outlined in the order form and within any applicable deadlines.
2. Each order form issued by Senwes to the Supplier shall include the following information:
   1. a description of the required products;
   2. the quantity of the products;
   3. the delivery address;
   4. the agreed price of the products.
3. All goods must be securely packaged to prevent loss, deterioration, or damage during handling and transportation.
4. Unless otherwise stated in the purchase order, delivery shall occur in accordance with the lead times specified in the Supplier’s quotation, effective from the date the purchase order is received. The parties agree that time is of the essence in relation to all deliveries.
5. Upon accepting the order form, the Supplier shall countersign the document and return a signed copy to Senwes, at which point a binding order is created. For the purposes of this Agreement and any Purchase Order, a signature transmitted electronically (including via email, DocuSign, or other secure electronic signature platform) shall have the same legal effect, validity, and enforceability as a handwritten signature.
6. All prices for products and/or services supplied to Senwes shall be as reflected in the accepted order form. These prices shall be exclusive of VAT but inclusive of all insurance costs and delivery charges to the address specified in the order form.
7. The Supplier shall provide Senwes with updated price lists for the products from time to time.
8. The Supplier shall not suspend delivery of products due to outstanding amounts owed by Senwes, except where such amounts remain unpaid beyond the agreed payment terms and are not subject to a bona fide dispute.
9. Payment terms
   1. Senwes shall pay all undisputed invoices within thirty (30) days from date of statement on receipt of a valid tax invoice, unless otherwise agreed between the parties.
   2. Senwes reserves the right to withhold payment for any goods or services that are defective, non-compliant, or disputed until such defects or disputes are resolved.
   3. The Supplier’s invoice must reflect the relevant Purchase Order number and comply with VAT legislation.

Force Majeure

1. Neither Party shall be liable for any failure or delay in the performance of its obligations under a Purchase Order (other than payment obligations) to the extent that such failure or delay is caused by an event of force majeure (“Force Majeure”), being an event beyond the reasonable control of the affected Party, including but not limited to acts of God, fire, flood, riot, strike, war (declared or undeclared), power outages, embargoes, export controls, international restrictions, court orders, or any other similar circumstances arising after the commencement date.
2. The affected Party shall notify the other Party in writing as soon as reasonably practicable after becoming aware of the Force Majeure event, providing reasonable details of the nature of the event and an estimate of its expected duration.
3. The affected Party shall, at no cost to the other Party, use all reasonable endeavours to mitigate, reduce, or overcome the effects of the Force Majeure event and shall keep the other Party reasonably informed of progress.
4. If the Force Majeure event continues for a continuous period of sixty (60) days, either Party may terminate the affected Purchase Order by giving fourteen (14) days’ written notice to the other Party.
5. Upon termination in terms of clause 5.4:
   1. The Supplier shall refund to Senwes, within fourteen (14) days, all amounts paid in advance for goods or services not delivered or performed.
   2. Where goods have been partially delivered or services partially performed, the Parties shall, acting reasonably and in good faith, determine the value of the completed portion. Senwes shall pay only for that portion which is usable and in respect of which ownership and all rights have validly transferred to Senwes.
   3. All reasonable, direct, and properly substantiated costs actually incurred in relation to the partially completed work shall be shared between the Parties in proportion to the benefit derived by each Party from such partial performance.
   4. Save for the obligations expressly stated in this clause, neither Party shall have any further liability to the other arising from such termination.

Compliance, Personnel, and Health and Safety

1. The Supplier shall comply with all applicable laws and regulations, including but not limited to the Occupational Health and Safety Act (OHS Act), the Compensation for Occupational Injuries and Diseases Act (COIDA), the Protection of Personal Information Act (Act No. 4 of 2013), and the Electronic Communications and Transactions Act (Act No. 25 of 2002).
2. The Supplier is deemed an “employer” for purposes of the OHS Act and shall fulfil all associated statutory obligations, including all responsibilities set out in this clause.
3. The Supplier shall:
   1. ensure that all personnel assigned to perform the services are suitably qualified, experienced, and competent;
   2. provide documentary proof of qualifications upon request by Senwes;
   3. ensure that all personnel are clearly identifiable as Supplier personnel through appropriate uniforms or identification;
   4. ensure that all personnel complete the required Senwes safety induction prior to entering any Senwes site;
   5. comply with all applicable site rules, protocols, and procedures;
   6. ensure compliance with the OHS Act, including identifying, mitigating, and managing health and safety risks, and ensuring proper instruction, training, and supervision of personnel;
   7. remove any personnel from Senwes premises immediately upon written or verbal request by Senwes.
4. Supplier shall maintain compliance with environmental regulations where applicable.
5. Anti-Bribery and Anti-Corruption clause:
   1. The Supplier warrants, undertakes, and represents that it, its directors, officers, employees, agents, or sub-contractors shall at all times comply with all applicable anti-bribery and anti-corruption laws, regulations, and codes, including the Prevention and Combating of Corrupt Activities Act, 2004, and any other relevant legislation.
   2. The Supplier shall not, directly or indirectly, offer, promise, give, or authorise any payment, gift, or other benefit to any person, including any employee, agent, or representative of Senwes, with the intention of improperly influencing any act or decision, securing an undue advantage, or obtaining or retaining business.
   3. The Supplier shall immediately report to Senwes any request, demand, or offer of any bribe, kickback, or other improper benefit in connection with the performance of its obligations under this Agreement or any Purchase Order.
   4. comply with all applicable site rules, protocols, and procedures;
   5. Any breach of this clause shall constitute a material breach of this Agreement, entitling Senwes to terminate the Agreement immediately in accordance with clause 16 and to seek any remedies available at law or in equity.

Ownership and Risk

1. Ownership and risk in the goods shall pass to Senwes upon delivery to, and written acceptance by, an authorised representative of Senwes, unless otherwise agreed in writing.
2. Where this Agreement or any Purchase Order is terminated for any reason, ownership and risk in any goods delivered but not yet paid for shall be determined in accordance with clause 16.4 (Consequences of Termination).

Inspection

1. Senwes and its authorized representatives shall have the right to access the Supplier’s premises during normal business hours for the purpose of inspecting or testing the goods prior to delivery.
2. The Supplier shall notify Senwes upon completion of the manufacturing or preparation of the goods to allow for inspection prior to delivery, unless otherwise agreed in writing by Senwes.
3. No inspection, testing, approval, or acceptance of the goods by Senwes shall relieve the Supplier of its responsibilities or obligations under the purchase order, nor shall it constitute a waiver of any rights available to Senwes in respect of defective or non-conforming goods.
4. Senwes reserves the right to reject non-conforming Goods even after delivery.

Confidentiality

1. The Parties acknowledge that, through their relationship, they may obtain access to the trade secrets and confidential information of the other Party, including, without limitation, the following, collectively referred to as “Confidential Information”:
   1. know-how, processes, techniques, and strategies used or applied by the Parties from time to time;
   2. financial information relating to the products, including cost and sales prices, and volumes supplied or sold;
   3. details of suppliers, subcontractors, agents, and other business partners;
   4. sales data, whether recorded electronically or otherwise; and
   5. any other information relating to the business affairs of either Party that is not generally available to competitors in the ordinary course of business.
2. The Supplier may not alter, modify, or reverse engineer any samples, software, or materials provided by Senwes.
3. All information, documentation, and materials provided by Senwes remain the property of Senwes and may be used by the Supplier solely for the purpose of fulfilling its obligations under the purchase order.
4. The confidentiality obligations contained in this clause shall survive the cancellation, expiry, or completion of the purchase order. Any breach of these obligations may result in legal action.

Supplier’s Warranties

1. The Supplier hereby undertakes and warrants to Senwes that:
   1. all goods supplied shall comply fully with the applicable specifications, shall be new and unused, and shall be of good quality;
   2. the goods shall be free from defects in material and workmanship, and shall be fit for the purpose for which they are intended;
   3. all products delivered to Senwes have been properly and lawfully cleared by the relevant customs authorities, and all customs duties and other applicable charges have been paid in accordance with the correct tariff classification;
   4. all goods and/or services provided to Senwes shall be supplied in full compliance with all applicable safety standards, laws, and statutes;
   5. the products shall not constitute counterfeit or grey-market goods, and shall not infringe any third-party intellectual property rights, including trademarks, trade names, patents, designs, or other proprietary rights;
   6. the Supplier is the lawful owner of the products supplied or otherwise possesses full and lawful authority to transfer ownership to Senwes;
   7. the Supplier shall, at its own cost, repair or replace any defective goods in accordance with the manufacturer’s warranty or any additional warranties provided by the Supplier;
   8. in performing its obligations under this Agreement, the Supplier shall at all times comply with all applicable laws governing the supply, packaging, and transportation of products (including chemicals), as well as all ancillary activities, and shall ensure compliance with applicable statutes and safety standards.
2. The Supplier shall provide a warranty on all workmanship, guaranteeing that all work performed is of a high standard, free from defects, and executed in a proper and professional manner.
3. Warranty duration shall be at least twelve (12) months from delivery, unless otherwise agreed.

Income Tax

1. The Supplier shall provide Senwes with a current tax directive upon request and shall promptly notify Senwes of any changes to such directive.

Indemnity and Limitation of Liability

1. The Supplier shall be liable for, and hereby irrevocably indemnifies and holds harmless, Senwes, each company within the Senwes Group, and their respective directors, officers, employees, and agents against any and all losses, liabilities, damages, claims, costs, and expenses of whatsoever nature, whether direct or indirect, which Senwes or any company within the Senwes Group may suffer or incur arising from, or attributable to, any failure by the Supplier to perform its obligations in terms of this Agreement and/or any Purchase Order, including, without limitation, any loss or damage arising from:
   1. any loss of, or damage to, the Products while such Products remain at the risk of the Supplier;
   2. any failure to transport and deliver the Products timeously, adequately, or at all, or to the correct offloading point;
   3. any failure to render the Services timeously, adequately, or at all;
   4. any damage, loss, or injury suffered by any person or property in relation to the Products and/or the Services;
   5. any act or omission of the Supplier, its agents, representatives, employees, or sub contractors; and
   6. any breach by the Supplier of any warranty given or obligation imposed in terms of this Agreement.
2. Neither Senwes nor any company within the Senwes Group shall be liable to the Supplier for any indirect, special, or consequential loss or damage, including, without limitation, loss of profit, revenue, business opportunities, goodwill, or anticipated savings.
3. The indemnities provided by the Supplier in terms of this clause shall include, without limitation, any consequential damages suffered by Senwes or any company within the Senwes Group.

Insurance

1. The Supplier warrants and undertakes that it has in place, and shall maintain for the duration of this Agreement, adequate and appropriate insurance cover with reputable insurers to cover all risks arising from or in connection with this Agreement, including, without limitation:
   1. loss of or accidental damage to the Products; and
   2. death of or injury to any person and damage to property arising from the rendering of the Services and/or the use, consumption, supply, packaging, handling, storage, and transportation of the Products.
2. The Supplier shall, upon written request, provide Senwes with proof, to Senwes’ reasonable satisfaction, that the required insurance cover is in place and maintained.
3. Without limiting the generality of the foregoing, the Supplier shall maintain adequate public liability insurance for the duration of this Agreement and shall furnish proof thereof to Senwes upon request.

Intellectual Property Rights

1. All right, title, and interest in and to all intellectual property owned by Senwes shall at all times vest in and remain the exclusive property of Senwes. No intellectual property rights are granted, assigned, or licensed to the Supplier in terms of this Agreement, whether expressly or by implication. The Supplier shall not, at any time, directly or indirectly, challenge, dispute, or prejudice Senwes’ ownership of such intellectual property, and undertakes not to infringe any of Senwes’ intellectual property rights.
2. The Supplier warrants that the supply of the Goods and/or Services in terms of this Agreement shall not infringe any third-party intellectual property rights, and indemnifies Senwes against any loss, damage, cost, or expense arising from any actual or alleged infringement.

Transfer of Rights and Obligations

1. Neither party may cede, assign, delegate, or otherwise transfer any of its rights or obligations in terms of this Agreement and/or any Purchase Order, whether in whole or in part, without the prior written consent of the other party, which consent shall not be unreasonably withheld.
2. The Supplier shall not appoint any sub-contractor in respect of any of its obligations in terms of this Agreement and/or any Purchase Order without the prior written approval of Senwes. The Supplier shall remain fully liable for the acts and omissions of any approved sub-contractor as if they were the acts and omissions of the Supplier itself.

Termination

1. Termination by Senwes:
   
   Senwes may terminate this Agreement or any Purchase Order, in whole or in part, with immediate effect by written notice to the Supplier if the Supplier:
   1. commits a material breach of this Agreement or any Purchase Order and fails to remedy such breach within seven (7) days of receiving written notice to do so;
   2. persistently fails to perform its obligations, regardless of whether such failures individually constitute material breaches;
   3. engages in any act of fraud, dishonesty, corruption, misconduct, or unlawful conduct in relation to this Agreement or its dealings with Senwes;
   4. becomes insolvent, is placed under business rescue or liquidation, or enters into any compromise with creditors;
   5. ceases, or indicates that it intends to cease, carrying on business;
   6. provides false, misleading, or materially incorrect information that affects its performance or compliance;
   7. materially infringes Senwes’ intellectual property rights, confidentiality obligations, safety standards, or regulatory compliance requirements.
2. Termination by Supplier:
   
   The Supplier may terminate this Agreement or a Purchase Order with immediate effect by written notice to Senwes if Senwes commits a material breach and fails to remedy such breach within fourteen (14) days after receiving written notice requiring it to do so.
3. Termination because of Force Majeure shall be governed exclusively by clause 5.
4. Consequences of Termination for Breach or Other Causes
   
   Upon termination under this clause:
   16.4.1 Senwes shall be liable only for goods or services properly delivered, accepted, and usable up to the date of termination.
   1. Senwes may withhold payment for any goods or services that do not comply with this Agreement.
   2. The Supplier shall refund any amounts paid in excess of the value of compliant work or goods delivered.
   3. Senwes may procure replacement goods or services from a third party, and the Supplier shall be liable for any direct additional costs reasonably incurred due to the Supplier’s breach or non-performance.
   4. The Supplier shall immediately return all materials, documents, data, and intellectual property belonging to Senwes.
5. Rights Not Affected
   
   Termination under this clause shall be without prejudice to any other rights or remedies available to either Party, including claims for damages, indemnities, or specific performance.

Dispute Resolution

1. Save for any dispute resolution mechanism expressly provided for elsewhere in this Agreement, any dispute arising between the Parties in connection with this Agreement, including its interpretation, implementation, enforcement, termination, or the Parties’ respective rights and obligations, shall be finally resolved by arbitration in accordance with the provisions of this clause. Either Party may declare a dispute by giving written notice to the other Party.
2. The arbitrator shall be appointed by mutual agreement between the Parties. Should the Parties fail to reach agreement within seven (7) business days of a written request by either Party to appoint an arbitrator, the arbitrator shall be appointed by the Arbitration Foundation of Southern Africa (“AFSA”). In the event that AFSA no longer exists at the relevant time, the arbitrator shall be appointed by the Chairperson of the applicable Bar Council.
3. The arbitration shall be conducted in camera and shall be held in Klerksdorp, alternatively at such other venue as the Parties may agree in writing. All arbitration proceedings shall be strictly private and confidential.
4. The arbitration shall be conducted in accordance with the rules of AFSA, or, if AFSA no longer exists, in accordance with such procedures as may be determined by the arbitrator, provided that such procedures shall ensure an informal and expeditious process. The arbitration shall further be subject to the provisions of the Arbitration Act, 1965 (as amended), or any replacement legislation.
5. The arbitrator shall have the power to:
   1. investigate, or cause to be investigated, any matter or fact relevant to the dispute, should the arbitrator deem it necessary or advisable;
   2. determine the dispute in a manner deemed just and equitable in the circumstances, having due regard to the purpose and intent of this Agreement; and
   3. grant any award deemed appropriate, including, without limitation, an order for specific performance, an interdict, damages, a penalty, and/or an order as to the costs of arbitration.
6. The arbitration proceedings shall commence as soon as reasonably possible and shall, insofar as practicable, be finalised within twenty (20) business days from the date on which the dispute is referred to arbitration.

Domicilia Citandi et Executandi

1. Senwes and the Supplier hereby nominate and select as their respective domicilia citandi et executandi for all purposes arising from or in connection with this Agreement—including, without limitation, the delivery of notices, service of legal process, payments, and any other communication of whatsoever nature—the following addresses:
   1. Senwes
      Address: No. 1 Charl de Klerk Street, Klerksdorp, 2571
   2. Supplier
      Address: As provided in the Supplier’s vendor application.
2. Any notice or communication required or permitted under this Agreement shall be valid and effective only if reduced to writing. Notices may be delivered by hand, sent via registered post, telefax, or electronic mail, provided that proof of successful transmission or delivery is obtained.

General

1. These Terms, annexures, and accepted Purchase Orders constitute the entire Agreement unless a separate master agreement exists. Master agreements prevail over conflicting terms.
2. No amendment is valid unless in writing and signed by both Parties.
3. Each Party bears its own negotiation and execution costs.
4. This Agreement shall be governed by the laws of the Republic of South Africa.
5. Record-keeping obligations: Supplier shall maintain all invoices, delivery notes, and compliance records for at least five (5) years and provide access to Senwes upon request.
6. Supplier shall comply with data protection requirements under the POPI Act, including breach notifications and secure processing of personal information.
7. Conflict of Terms
   1. In the event of any inconsistency or conflict between:
      - a separate Master Agreement executed between the Parties;
      - these Terms and Conditions; and
      - any Purchase Order issued by Senwes;
   the following order of precedence shall apply (unless expressly stated otherwise in writing):
   - The Master Agreement shall prevail over all other documents;
   - These Terms and Conditions shall prevail over the Purchase Order;
   - The Purchase Order shall prevail only to the extent that it specifies details such as product descriptions, quantities, prices, or delivery schedules that do not conflict with the Master Agreement or these Terms and Conditions.
   2. No provision in a Purchase Order shall be construed to modify, waive, or limit any obligation, right, or remedy provided under the Master Agreement or these Terms and Conditions unless explicitly agreed in writing and signed by both Parties.