Appointment of Merchant in the Republic of South Africa with Sole Concession of Rights of Sale in Territory Outside the Republic

This is a legal agreement subject to the terms and conditions as provided by www.LawyersEzyFind.co.za.
In terms of the agreement the manufacturer (provider) may arrange for and make available financing services to satisfy the payment obligations arising from the purchase of goods to the merchant’s customer’s.
v Financing services are to be promoted, marketed, and used by merchant solely for the purpose of permitting customers to satisfy their
payment obligations to the merchant in connection with the purchase of goods and services from the merchant.

Cooperation

The merchant is required to make available to the provider such additional information relating to any customer or order as is reasonably
requested by the provider in order for the provider to determine whether a customer is eligible to receive the financing services from the provider.
The merchant shall reasonably cooperate with the provider in all matters relating to the financing services.

Assumptions on Provider’s Performance
The provider shall not be deemed to be in breach of its obligations under this agreement if the provider’s performance of its obligations hereunder
are prevented or delayed by any act or omission of the merchant, or its customers, or their officers, directors, employees, contractors, agents or other representatives.
Payments by Customers
The merchant is responsible for providing notice to the provider of any customer that seeks to pay amounts due for goods or services to be purchased from the merchant.

The provider shall pay the merchant the amount requested by such customer for the order (mutually agreed in writing), provided that such
amount shall not be in excess of the amount such customer is eligible to receive.

Covenants, Representations and Warranties.
Each party should agree to:
• comply with all applicable laws in connection with the performance of such party’s obligations in terms of the agreement;

• maintain complete and accurate records relating to the performance of such party’s obligations under this agreement; and

• obtain and be responsible for all licenses, permits and other approvals necessary from any applicable regulatory or legal authority necessary for such party to perform its obligations.

Mutual Representations and Warranties
Each party represents and warrants that:
• it is duly organized, validly existing and in good standing under the laws and regulations of its jurisdiction of incorporation or organization, as applicable;

• the execution and delivery by such party of this agreement and the performance of its obligations hereunder have been duly
authorized by all necessary corporate action on the part of such party;

• this agreement has been duly executed and delivered by such party and constitutes a legal, valid and binding obligation of such party;

• it is and will be in compliance with all applicable laws, including without limitation, all applicable data security and privacy laws;

• it has and will maintain all licenses, consents, authorizations, permits, approvals and certificates required by applicable law to perform such party’s obligations hereunder; and

• the execution and delivery of this agreement by such party does not violate, conflict with, require consent under or result in any
breach of the provisions of any agreement to which it is a party or by which it is bound.

Merchant Representations and Warranties
The merchant represents, warrants and agrees that each order submitted to the provider represents a bona fide sale and delivery of
goods or rendition of services to a customer in the ordinary course of its business and that the information contained therein is true, correct and complete.
No Other Rights. Except as expressly provided in the Agreement
The merchant shall not take any action that may interfere with any of the provider’s rights in goods or services including the provider’s ownership or exercise thereof.
The merchant is prohibited from challenging any right, title or interest of the provider in the goods or services, or from making any claim or taking any action adverse to the provider’s ownership of the goods or services.
Delivery

The merchant will be required to deliver the merchandise listed in the agreement to the customer listed on orders on the dates and in the quantities specified in each order.

In the event of any delays to the scheduled delivery date, and without limiting the provider’s other rights and remedies hereunder, the
merchant will notify the provider and customer of such delay and work diligently to remedy such delay immediately.

Title and Risk of Loss
The title in the goods and merchandise identified in the orders, shall not pass to the customer listed on the order until the merchandise has been
delivered to such customer. All risk of loss or damage with respect the merchandise in orders shall remain with merchant and pass to the customer only upon delivery.

Term and Termination

This agreement continues until terminated by either party, unless otherwise agreed to by the parties in writing. Either party, in its sole
discretion, may terminate this agreement by providing at least ten (10) days’ prior written notice of termination to the other party.

Effect of termination: the expiration or termination of this agreement shall not relieve the parties of any right or obligation accruing prior to such
expiration or termination. Upon expiration or termination of this agreement, each party agrees to return all confidential information
received from the other party, except as to such information it may be required to retain pursuant to law or to service the accounts of
customers that received goods or services and except for one copy of such information that may be retained by such party’s legal department.

Arbitration
Any claim will be resolved, at the election of the provider or merchant, by binding arbitration If for any reason a selected organization cannot,
will not, or ceases to serve as an arbitration administrator, the provider or merchant may substitute another arbitrator or arbitration organization
that uses a similar code of procedure and is mutually acceptable to both parties.

For purposes of this arbitration provision, “claim” means any claim, dispute or controversy whether past, present or future, and includes,
claims arising from or relating to:

• this agreement;
• any transactions effected pursuant to this agreement;
• terms of or change or addition of terms to this agreement;
• collection of merchant’s obligations arising from this agreement;
• advertisements, promotions or oral or written statements relating to this agreement or any transactions between
the merchant and provider pursuant to the agreement, including any claims regarding information obtained by the provider from,
or reported by the provider to, credit reporting agencies or others;
• claims between a merchant and provider or their parent corporations, wholly or majority owned subsidiaries, affiliates,
predecessors, successors, assigns, agents, independent contractors, employees, officers, directors or representatives
arising from any transaction between the merchant and provider pursuant to this agreement; and
• claims regarding the validity, enforceability or scope of this arbitration provision or this agreement including but not limited
to whether a given claim or dispute is subject to arbitration.