Service Agreement

Document version: 1, Published: 31 July 2018

This SERVICE AGREEMENT is entered into between

Renati Exchange (Pty) Ltd t/a Bauzer

And

_________________________________

(“The Customer”)

Introduction

In these terms and conditions, the "Company" or “Bauzer” or “the Bauzer Trading Platform (BTP) will mean Renati Exchange (Pty) Ltd, (registration no 2015/144991/07) t/a Bauzer. The "Customer" will mean any person, firm, company or body which places an order with the Company and who is registered on the BTP.

Access to and use of the BTP and the products and services available through this platform are subject to the following terms, conditions and notices. By using the platform or any part of it, you agree that you have read these terms and conditions as may be updated by BTP from time to time, in writing or by electronic acceptance, and that you accept and agree to be bound by them. It is your responsibility to make sure that you are up to date and familiar with any changes we may have made to the Terms and Conditions. Should there be any changes you will be requested to accept such changes electronically.

General

  • The Company shall make every effort to ensure that details and volumes of products available on this platform are up to date and correct, provided that such are subject to change without prior notice and all orders are subject to Company's acceptance at its sole discretion and stock availability.
  • Prices charged for purchases on this platform shall be determined and calculated as set out herein.
  • The prices charged are those applicable on the final invoice.
  • All orders are subject to confirmation of final availability and the Company reserves the right to reject the Order if any of the products requested are unavailable. If the Company is unable to fulfil any Order of the products ordered by the Customer, the Company will notify the Customer by phone or email.
  • The Customer acknowledges and agrees that all orders will be processed within a reasonable time from the Order date.
  • The Customer needs to ensure that the detail of the Order is correct and the Company shall in no way be liable for any damage or inconvenience caused to a Customer because of incorrect details in the Order submitted by the Customer.
  • Incomplete orders shall not be processed on the BTP.
  • The Customer agrees and undertakes that it is accessing the services available on the BTP and transacting at the Customer’s sole risk and the Customer is using its best and prudent judgment before entering any transaction through this platform.
  • The Customer understands that the Company does not provide any guarantees other than the normal guarantees given by supplier of the product in respect of any product purchased by the Customer through the BTP.
  • The Company warrants that the Company is registered and licensed as a petroleum product wholesaler with Department of Energy (DoE) and as such will comply with all rules and regulations prescribed from time to time
  • The Company shall at all relevant times only purchase from reputable sources and shall endeavour to only purchase product that conform to relevant SANS specifications, BUT the Company shall not be liable if reputable suppliers provides a sub-standard product.

Registration

  • Every Customer is required to register on the platform and the Customer declares that the information provided is true and correct. It is the duty of the Customer to:
    1. provide accurate, complete and up to date registration information; and
    2. safeguard your username and password;
    3. provide any FICA information as may be required by the Company from time to time;
  • The Customer hereby authorizes the Company to assume that any person using the platform with a Customer’s username and password, is either the Customer self, or is authorized to act for and on behalf of the Customer;
  • The Company has the absolute discretion to refuse registration of a potential customer and to terminate the registration of any Customer for any reason whatsoever.
  • The Customer must inform the Company immediately of any changes to the information that the Customer provided during the registration process.
  • If a Customer account is not used and no orders are placed for a specified period (currently, 12 months), the Company will, for the Customer’s and the Companies mutual protection, deem the account to no longer be in use, and will deactivate the account on the BTP with no further notice. The Customer will need to re-register afresh if they wish to place further Orders on the platform.
  • Customer information acquired by the Company through the registration process shall remain confidential and the Company shall not use any such information for any purpose other than the business between the Company and the Customer.

Order Process

Registration

  • The Customer will access the platform using the Customer’s personal username and password.
  • The Customer will place an Order, stipulating the following:
    1. provide accurate, complete and up to date registration information; and
    2. Product Grade
    3. Product Volume
    4. The Customer will indicate whether they want to uplift the product themselves (i.e. “Customer Own Collect” or “COC”) OR whether the Customer wants the product to be delivered at one of their pre-registered delivery point(s).
    5. For COC Customers, the required Uplift Point (where COC Customers entered more than one uplift point on its profile, COC Customer will indicate place where Customer will uplift the product), alternatively, Customers who requires delivery shall indicate the pre-registered delivery address.
    6. Customer Order Number (Optional).
    7. Date when the product is required.

Pro-Forma Invoice

  • Upon placing an Order, the Company will send a pro-forma invoice to the Customer, as well as an Order Number generated by the platform.
  • The Customer shall pay the pro-forma invoice, using the unique BTP Order Number (ORD/---/------) as reference of payment.
  • Until the Customer profile is bank-integrated, the Customer is obliged to send its proof of payment to the Company. Where Customer profiles are bank-integrated, such payment notification will occur automatically, unless the BTP is unable to automatically identify and allocate a specific payment, in which case the Customer is obliged to send its proof of payment to the Company.
  • All payments shall be made in South African Rand (ZAR).

Supplier Order And Payment

  • Upon confirmation of payment of the pro-forma invoice, the Company will immediately place an Order with the supplier, pay the order and provide the supplier with proof of payment of the Payment for the Order. These steps will occur automatically through the BTP. The Customer shall be informed or will be able to monitor on its on-line account the status of the order.

Load Release

  • Upon confirmation of receipt of payment, the supplier will process the Order and provide the Company with a Supplier Load Release Authorisation.
  • For COC Customers, the Company will provide the Customer with either the original Supplier Load Release Authorisation or the Company may generate its own Load Release Authorisation.
  • For delivered orders, the Company will inform the Customer that the Load Release Authorisation has been sent to the designated transporter for uplift and delivery.
  • The above communication will occur via the BTP.

Product Uplift And Reconciliation (COC Customers)

  • COC Customers remains responsible to ensure that such Customer or the appointed transporter used by such COC Customer at all material times has all relevant permits, licenses, authorisations, ratings, insurances, clearings required to uplift and to transport the product by and/or for and/or on behalf of the Customer.
  • The COC Customer warrants that all such permits, licenses, authorisations, ratings, insurances, clearings required, have been obtained and the Customer indemnifies the Company (BTP) from any damage howsoever incurred resulting from the collection and transport of the product by or on behalf of the Customer.
  • Upon receipt of a Load Release Authorisation, the Customer is entitled to uplift the product at the indicated upliftment point.
  • The Customer is required to present the Load Release Authorisation at the upliftment point, failing which the Customer will not be allowed to uplift any product.
  • The product would then be loaded, and the volume would be measured at the ambient temperature of the product at the time of being loaded (the “gross” volume).
  • The loaded gross volume will then be compensated back to a temperature of 20C to determine the nett volume.
  • After upliftment is completed, the driver of the vehicle will receive two documents, namely a delivery note( on which the relevant authorisation numbers and reference will be recorded) and a Bill of Loading (“BOL”) (on which the “gross” ambient volume and 20C compensated “nett” volume will be recorded)
  • The supplier will invoice the Company for the sale of the product based on the nett volume as reflected in the BOL.
  • The Company will in turn supply the Customer with a final invoice based on the same nett volume.
  • The BTP will reconcile the Customer’s account on the basis of the difference between the pro-forma invoice paid and the final invoice issued, and debit/credit the account of the Customer with the Company accordingly.
  • Any debit or credit resulting from cancellation or reconciliation as well as any request for a refund will be dealt with by the Company before the 10th of the month following the month within which the transaction was concluded. (e.g., all debits and credits for purchase transaction in April will be processed and paid before 10 May)
  • The Customer will then have the option to carry any credit over to its next order; alternatively the Customer may make a written request that the credit be refunded in cash to the Customer into their designated bank account as recorded at registration.
  • If the Customer chooses to utilise the credit against an order, such credit shall be processed and applied against the next order placed by the Customer.
  • In the event of a debit in favour of the Company, such debit shall be due and payable to the Company immediately.

Product Delivery And Reconciliation (Delivery Customers)

  • A Customer may select the option to have the product delivered by the Company, to the Customer’s pre-registered delivery point(s). If a Customer select the “Delivery” option, then the following terms and conditions shall apply:
  • Upon selection of the “Delivery” option, a customer irrevocably appoints BTP as its agent to act for and on behalf of the Customer in the arrangement of the transport for the delivery of the product.
  • BTP shall source and arrange the transport of the product to and delivery at the Customer.
  • BTP shall ensure that the transporter have the necessary insurance, permits, authorisations, clearances and the like and as required by law to transport and to deliver the product to the Customer.
  • Pricing of the product will include the cost of the product on a COC basis, plus the cost of transporting the product to the designated pre-registered delivery point.
  • The total cost of the above will be reflected on the pro-forma invoice.
  • BTP shall under no circumstances be liable for any loss or damage suffered by the Customer from whatsoever cause during the transport and delivery of the product, or for any damages suffered in whatsoever manner for whatsoever cause, which may include (but is not limited to) failure to deliver timeously or at all, spillage, environmental damage or rehabilitation, collisions, accidents, loss of business, loss of income, pure economic loss, incorrect delivery details, or the like.
  • During the pre-registration process of delivery points, the Customer shall provide BTP with clear and unambiguous delivery address details.
  • The Customer agrees and understands that the agreement to deliver the product will be between the Customer and the transporter, and BTP will only act as the agent of the Customer.
  • Delivery of product will only be authorised after having received full payment of the pro-forma invoice.
  • Upon confirmation of payment, a Load Release Authorisation or Upliftment Authorisation will be issued to the designated transporter, and the Customer will be notified by email that the Load Release Authorisation or Upliftment Authorisation had been issued to the designated transporter.
  • The Customer will also be notified of the contact and operations details of the Transporter.
  • Once the Load Release Authorisation or Upliftment Authorisation had been issued, the Customer shall liaise directly with the designated Transporter for the delivery of the product to the Customer.
  • Should it be a single drop delivery, the 20C compensated nett volumes reflected on the Bill-of Loading (BOL) will be used as the basis on which to invoice the volume delivered to the Customer. Customers should use the uncompensated reading from the delivery vehicle’s meters to double check the BOL reading. Due to the fact that many of the delivery vehicle’s meters are not temperature compensated, there may be a nominal difference between the two volume figures.
  • Should the load be split between two or more delivery points, the readings off the delivery vehicles meters will be the basis on which invoices are generated to the Customer.
  • The Company will supply the Customer with a final invoice based on the Volumes delivered, as outlined above.
  • The BTP will reconcile the Customer’s account on the basis of the difference between the pro-forma invoice paid and the final invoice issued, and debit/credit the account of the Customer with the Company accordingly.
  • The Customer will then have the option to carry any credit over to its next order; alternatively the Customer may make a written request that the credit be refunded in cash to the Customer, into the customer’s designated bank account as recorded at registration.
  • In the event of a debit in favour of the Company, such debit shall be due and payable to the Company immediately.
  • Any debit or credit resulting from cancellation or reconciliation as well as any request for a refund will be dealt with by the Company before the 10th of the month following the month within which the transaction was concluded. (e.g., all debits and credits for purchase transaction in April will be processed and paid before 10 May)

Pricing

  • Pricing will be determined at the time the BOL was generated.
  • If the BOL was generated after 24h on the first Tuesday of a new month, the regulated price change, as determine by the Dept. of Energy, will become applicable, unless the supply deal is link to other pre-specified times

Order Cancellation Policy

  • It is the Customer's responsibility to check the condition of any product received, at the time of upliftment or delivery of the product.
  • Refund (if any) will be credited into Customer's platform account.
  • An Order may be cancelled on the platform prior to the issue of a Load Release Authorisation.
  • In the event of an Order cancellation by the Customer prior to the issue of a Load Release Authorisation, the amount paid by the Customer in respect of the pro-forma invoice would be credited to the Customer account on the platform.
  • No Order may be cancelled after the issue by the supplier of a Load Release Authorisation.

Indemnity

    • The Company shall not be liable for any delay or failure in its performance, caused by or resulting from acts of God, fire, flood, accident, riot, war, government intervention, embargoes, strikes, labour difficulties, equipment failures, or any other causes beyond the control of Company.
    • Although the Company shall do its utmost to assist the Customer, the Company shall not be liable to the Customer in any way where the supplier or transporter fails or neglects to supply or to deliver the product or to provide any documentation to the Company or to the Customer timeously or at all.
    • Nothing in these Terms will exclude or limit liability of the Customer for fraud, death or personal injury or any other liability which the law states may not be excluded or limited.
    • The Company will not be liable to the Customer for any loss, including (but not limited to)
      • loss of product;
      • loss of profit;
      • loss of income;
      • loss of business;
      • loss of revenue;
      • loss of goodwill;
      • loss or corruption of or damage to data; or
      • loss or damage.
which was not a reasonably foreseeable result of either breach of a contract or breach of legal duty of care.

Prohibitions

  • The User of the BTP may not misuse this platform in any way or manner.
  • The User of the BTP shall not
    • commit or encourage a criminal offense;
    • transmit or distribute a virus, trojan, worm, logic bomb or any other material which is malicious, technologically harmful, in breach of confidence or in any way offensive or obscene;
    • hack into any aspect of the platform;
    • corrupt data;
    • cause annoyance to other users;
    • infringe upon the rights of any other person's proprietary rights;
    • send any unsolicited advertising or promotional material, commonly referred to as "spam"; or
    • attempt to affect the performance or functionality of any computer facilities of or accessed through this Website.
  • Breaching this provision would constitute a criminal offense.
  • The Company will not be liable for any loss or damage caused by a distributed denial-of-service attack, downtime of BTP data hosting service providers viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of this platform or to your downloading of any material posted on it.

Acceptance *

I, _________________________________ , confirm that I am duly authorised to sign this agreement for and on behalf of The Customer and to make the following statements for and on behalf of the Customer and that the Customer shall be bound to these statements as if made by the Customer itself. I confirm that I have read the terms and Conditions of this Service Agreement and that I am fully aware of these Terms and Conditions. I confirm that the Customer agrees to these terms and conditions and that my signature is confirmation that the Customer shall be bound to these terms and conditions. The Customer accepts and understands that access to and use of the BTP and the products and services available through this platform are subject to these terms, conditions and notices. The Customer agrees that access to the BTP may be withheld if these terms and conditions are not duly observed and complied with by the Customer Signed on this _____ day of ____________________ 20_____ at ______________________. __________________________ __________________________ (Name) for and on behalf of the Customer Designation: _______________

Electronic Acceptance

* This agreement and terms and conditions may also be accepted electronically by ticking the box provided on the online page. PLEASE NOTE that, by ticking the box for acceptance of these terms and conditions online, the Customer confirms that the person accepting these terms and conditions electronically is duly authorised to do so for and on behalf of The Customer. Further by accepting these terms and conditions electronically, the Customer confirms that it had read the Terms and Conditions of this Service Agreement and that it is fully aware of these Terms and Conditions and the customer agrees to these terms and conditions and that the electronic acceptance of these terms and conditions is equal to the signature of the Customer and of its confirmation, that the Customer shall be bound to these terms and conditions. By the electronic acceptance of these terms and conditions, the Customer accepts and understands that access to and use of the BTP and the products and services available through this platform are subject to these terms, conditions, and notices, and the Customer agrees that access to the BTP may be withheld if these terms and conditions are not duly observed and complied with by the Customer. Further by accepting these terms and conditions electronically, the Customer agrees that the Customer as identified in the Customer’s registration profile is “the Customer” for all purposes in terms of this agreement and the contact details of the Customer as set out in the Customer’s registered profile on the BTP shall be the contact details of the Customer for all purposes in terms of this agreement. The Customer, by accepting these terms ad conditions electronically chooses the address as is reflected on the Customer’s registered profile on the BTP as its domicilium citandi et executandi for all purposes and intend of all notices and process which may be necessary between the Customer and Bauzer.