MACSTEEL SERVICE CENTRES SA (PTY) LTD ("MSCSA") TERMS OF USE ("Terms")

TERMS AND CONDITIONS OF PURCHASE

This document constitutes the Master Terms and Conditions of Purchase applicable to all Purchase Orders issued by Macsteel Service Centres South Africa (Pty) Ltd and its affiliated entities.

1. Definitions and Interpretation

1. For purposes of these Terms, unless the context indicates otherwise:

   1. “Applicable Law” means all applicable laws and regulations of the Republic of South Africa, including without limitation the Consumer Protection Act, the Protection of Personal Information Act, the Companies Act, the Occupational Health and Safety Act, the National Environmental Management Act, the Prevention and Combating of Corrupt Activities Act, and all B-BBEE legislation.
   2. “Company” means Macsteel Service Centres South Africa (Pty) Ltd and/or any affiliated entity that issues a Purchase Order.
   3. “Goods” means all goods, materials, equipment, components, software, or products supplied by the Supplier.
   4. “Purchase Order” means the written order issued by the Company for the supply of Goods and/or Services.
   5. “Services” means all services provided by the Supplier.
   6. “Site” means any premises of the Company or its customer.
   7. “Party” means either the Company or the Supplier and “Parties” shall refer to both of them.
   8. “Price” means the price stated in the Purchase Order.
   9. “Specifications” means all technical, quality, and performance requirements set out in the Purchase Order or any documents incorporated by reference.
   10. “Supplier” means the legal entity identified in the relevant Purchase Order.
   11. “Terms” means these terms and conditions of purchase.

2. These Terms apply to all Purchase Orders and shall prevail over any terms and conditions proposed by the Supplier, unless expressly agreed otherwise in writing by the Company. Acceptance of a Purchase Order by the Supplier constitutes unconditional acceptance of these Terms.

2. Scope and Supply

1. The Supplier shall supply the Goods and/or Services strictly in accordance with the Purchase Order, the Specifications, Applicable Law, and recognised industry best practice.
2. No variation to the scope, price, or specifications shall be valid unless agreed in writing by the Company.

3. Price and Payment

1. Quoted prices shall remain fixed once accepted by the Company by way of a purchase order or otherwise and shall not be increased unless expressly agreed in writing by the Company.
2. The Price includes all applicable taxes (excluding VAT unless expressly stated otherwise), duties, packaging, transport, insurance, and all costs associated with compliance with Applicable Law.
3. The Company shall pay all undisputed invoices within the payment period stated in the Purchase Order. The Company may withhold payment of disputed amounts, set off any amounts owed by the Supplier to the Company, and deduct any damages, penalties, or other amounts due in terms of these Terms or Applicable Law.

4. Delivery

1. Time is of the essence in respect of delivery. The Supplier shall deliver the Goods and/or perform the Services on or before the delivery date specified in the Purchase Order.
2. If delivery is delayed, the Company shall be entitled, without prejudice to any other rights, to impose liquidated damages (where specified), procure replacement goods or services from an alternative supplier and recover the cost difference from the Supplier, or cancel the Purchase Order in whole or in part.
3. Delivery shall be deemed complete only once the Goods have been physically delivered to the Site, inspected, and accepted in writing by the Company.

5. Passing of Title and Risk

1. Ownership and risk in the Goods shall pass to the Company only upon written acceptance of the Goods at the Site. Until such acceptance, the Goods shall remain entirely at the Supplier’s risk.
2. The Supplier warrants that it has good and unencumbered title to the Goods and that the Goods are free from all liens, charges, and encumbrances.

6. Inspection and Rejection

1. The Company shall be entitled to inspect the Goods at any time prior to or after delivery. The Company may reject any Goods that do not comply with the Specifications, are defective or damaged, fail to meet certification requirements, or otherwise do not conform to the Purchase Order.
2. Rejected Goods shall be removed by the Supplier at its own cost within five (5) business days of notification. Payment by the Company shall not constitute acceptance of the Goods.

7. Warranties

1. The Supplier warrants that all Goods and Services shall comply with the Specifications, be of merchantable quality, be fit for their intended purpose, be free from defects, comply with Applicable Law, and, unless otherwise agreed, be new and unused.
2. Unless otherwise agreed in writing, the warranty period shall be a minimum of twenty-four (24) months from delivery or twelve (12) months from commissioning, whichever occurs later. The Supplier shall, at its own cost, repair or replace any defective Goods within seven (7) days of notification. These warranties shall survive termination of the Purchase Order or these Terms.

8. Steel and Material-Specific Requirements

1. Where applicable, the Supplier shall provide original mill test certificates, heat numbers, full traceability records, chemical and mechanical analyses, and confirmation of compliance with applicable SABS, ISO, or ASTM standards.
2. Counterfeit, re-certified, or non-traceable materials are strictly prohibited. The Company may conduct independent testing at the Supplier’s cost where non-compliance is suspected. Weight discrepancies exceeding agreed tolerances may result in an adjustment to the Price.

9. Indemnity

1. The Supplier indemnifies and holds the Company harmless against all losses, damages, claims, liabilities, costs, and expenses arising from or in connection with personal injury or death, property damage, product liability, Consumer Protection Act section 61 claims, environmental damage, breach of Applicable Law, intellectual property infringement, data breaches, and recall costs.
2. This indemnity shall be uncapped in respect of personal injury, fraud, Consumer Protection Act liability, and intellectual property infringement, and shall survive termination.

10. Insurance

The Supplier shall maintain, at its own cost, appropriate public liability, product liability, professional indemnity (where applicable), and employer’s liability insurance. Unless otherwise specified, the minimum cover shall be ZAR 20 million. Proof of insurance shall be provided to the Company upon request.

11. Confidentiality

1. All technical, commercial, and pricing information disclosed by the Company shall be treated as confidential. The Supplier shall not disclose such information without the Company’s prior written consent.
2. These confidentiality obligations shall survive termination.

12. Intellectual Property

1. All intellectual property created specifically for the Company in connection with the Goods or Services shall vest in the Company.
2. The Supplier grants the Company a perpetual, irrevocable licence to use any embedded intellectual property and indemnifies the Company against any intellectual property infringement claims.

13. Data Protection

1. The Supplier shall comply fully with the Protection of Personal Information Act and shall implement appropriate technical and organisational security measures.
2. Any data breach shall be notified to the Company within forty-eight (48) hours.
3. Personal data may not be transferred across borders without the Company’s prior written consent.

14. Compliance and Ethics

1. The Supplier shall comply with all applicable B-BBEE legislation, anti-corruption laws, competition law, export control and sanctions laws, and environmental legislation.
2. The Supplier warrants that no bribes or improper benefits are offered and acknowledges the Company’s right to audit compliance.

15. Conflict of Interest

1. The Supplier represents that its obligations under these Terms do not give rise to a conflict of interest.
2. The Supplier must immediately notify the Company upon becoming aware that it has a conflict of interest or that such a conflict may arise. The Supplier must take reasonable steps to avoid or overcome the conflict of interest without in any way adversely affecting its continued performance of its obligations under these Terms and the Purchase Order.

16. Non-solicitation

The Supplier shall not, without the prior written consent of the Company, either during, or within 12 (twelve) months from the date of the last Purchase Order, engage, employ or otherwise solicit for employment whether directly or indirectly, any person who during the currency of these Terms and any applicable Purchase Order was a member of the staff of the Company.

17. B-BBEE Compliance

1. The Supplier undertakes to improve its B-BBEE contributor level annually for the duration of these Terms until it achieves at least a Level 4 contributor status.
2. Once achieved, the Supplier shall maintain or further improve its contributor level.

18. ESG and Sustainability

1. The Supplier shall minimise environmental impact, comply with all environmental laws, avoid the use of conflict minerals, and respect human rights and labour standards.
2. The Company may require ESG reporting from time to time and the Supplier undertakes to provide any such information and documentation which the Company may request, for purposes of ensuring its own ESG compliance.

19. Force Majeure

1. A Party shall not be liable for failure to perform due to events beyond its reasonable control.
2. Labour shortages or financial hardship shall not constitute force majeure unless industry-wide.
3. If a force majeure event continues for more than thirty (30) days, the Company may terminate the Purchase Order/s and/or these Terms.

20. Termination

1. The Company may terminate a Purchase Order for convenience on thirty (30) days’ written notice. Immediate termination may occur in the event of insolvency, material breach, corruption, safety violations, or repeated non-performance on the part of the Supplier.
2. Upon termination, the Supplier shall cease all work, and the Company shall pay only for Goods that have been accepted.

21. Recall and Defect Management

1. The Company shall be entitled to notify the Supplier of defects within a reasonable period.
2. The Supplier shall bear all costs associated with recalls and shall cooperate fully with any investigation.

22. Audit Rights

The Company may audit the Supplier’s compliance with these Terms including but not limited to quality systems, insurance, B-BBEE compliance, anti-corruption controls, and pricing records upon reasonable notice.

23. Subcontracting and Assignment

The Supplier may not assign or subcontract any obligations without the Company’s prior written consent and shall remain fully liable for the acts and omissions of any subcontractors.

24. Dispute Resolution

1. These Terms are governed by the laws of the Republic of South Africa.
2. The Parties shall attempt to resolve disputes through good-faith negotiation, failing which disputes shall be subject to the jurisdiction of the High Court of South Africa.

25. General

1. No waiver shall be valid unless in writing. Any invalid provision shall be severed without affecting the remaining provisions.
2. These Terms constitute the entire agreement and may be amended only by written agreement signed by authorised representatives of both Parties.