These Manuchar South Africa (Pty) Ltd standard trading terms and conditions set out the general standard terms on which the Company purchases goods and/or any services from the supplier.
1. Definitions and Interpretation
1.1. In these STCs, the words set out hereunder shall have the meanings assigned to them, and cognate expressions shall have a corresponding meaning, unless the context clearly indicates the contrary:
1.1.1. “Business” shall mean all and any business undertaken, including any purchase of goods and/or service provided by the Supplier;
1.1.2. “Company” shall mean Manuchar South Africa (Pty) Ltd; and unless the context indicates the contrary, the Company's shareholders, members, directors, employees, officers, subcontractors, representatives and agents;
1.1.3. “Day” shall mean a calendar day;
1.1.4. “Goods” shall mean any goods and items that are, or are intended to be, the subject of sale and/or the services rendered by the Supplier or are otherwise handled or dealt with by or on behalf of or at the instance of the Supplier, or which come under the control of the Supplier or its agents or nominees on the instructions of the Supplier;
1.1.5. “Law” shall mean any law including common law, statute, constitution, decree, judgment, treaty, regulation, directive, standard, instrument, by-law, order or any other measure of any government, local government, statutory or regulatory body or court having the force of law;
1.1.6. “Notice” shall mean notice in writing;
1.1.7. “Parties” shall mean the Company and the Supplier collectively, and “Party” shall mean either one of them;
1.1.8. “Quotation” shall mean a quotation or sales order issued by the Supplier containing the details of the goods and/or services ordered by the Company and associated costs of supplying them;
1.1.9. “Rates” shall mean the rates as agreed between the Parties in writing;
1.1.10. “Services” shall mean the services provided or arranged by the Supplier within the borders of the Republic of South Africa and elsewhere;
1.1.11. “STCs” shall mean these standard trading terms and conditions as updated from time to time;
1.1.12. “Supplier” shall mean the party supplying the goods and/or services to the Company;
1.2. Headings of clauses shall be deemed to have been included for purposes of convenience only and shall not modify or affect the interpretation of these STCs.
1.3. Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
1.4. The rule which serves to restrict the meaning of general words to things or matters of the same kind as the preceding particular words (eiusdem generis) shall not apply, and whenever a term is followed by the word “including” which is then followed by specific examples, such examples shall not be construed as to limit the meaning of that term.
1.5. Any number of days prescribed in these STCs excludes the first day and includes the last day; and any relevant action or notice may be validly done or given on the last day.
1.6. The rule of construction that these STCs shall be interpreted against the Party responsible for the drafting or preparation of these STCs shall not apply.
1.7. These STCs and all agreements entered into between the Company and the Customer pursuant thereto and on the terms thereof shall be governed by and construed in accordance with the laws of the Republic of South Africa.
2. Scope of Application
2.1. All our purchasing of goods and/or services are governed by these standard trading terms and conditions for the purchase of goods and services (the “STCs”), unless explicitly agreed otherwise in writing.
2.2. In case of a continuing business relationship, the STCs shall also apply to future transactions even if the STCs are not explicitly referred to. By accepting an offer, confirming an order, or otherwise entering into a contract (the “Agreement”) with us, the Supplier confirms and is deemed to have read and accepted these Conditions.
2.3. No other terms and conditions will supersede these conditions, unless signed and agreed to between the parties. The Supplier specifically agrees that, except if explicitly confirmed in writing, no actions taken by the Company shall be interpreted as accepting any contractual provisions offered by the Supplier.
3. Time is of Essence
3.1. Time is of the essence and all dates referred to in the Agreement shall be firm. In the event that the Supplier reasonably anticipates any difficulty in complying with any stipulated date or any of its other obligations under the Agreement, the Supplier shall promptly notify the Company in writing.
3.2. If the Supplier failed to perform in accordance with the agreed delivery dates and failed to provide any justifiable explanation to the Company, the Supplier, without limiting any of other remedy, shall automatically be in default without any prior notice of default from the Company.
3.3. Notwithstanding any right provided for in law, the Company has the right to take any measures available, including but not limited to:
3.3.1. the right to terminate the Agreement with immediate effect and without any liability towards the Supplier, and
3.3.2. the right to claim and receive reimbursement of any possible prepayments already made to the Supplier by the Company.
4.1. Supply and delivery of the goods and/or services shall be made safely and without any damage to the Company’s interests as agreed upon between the parties explicitly and in writing.
4.2. The nature and quality of the goods and services delivered by the Supplier under the Agreement shall be executed with good workmanship and using proper equipment or compliant tools and methods.
4.3. The Supplier shall sell the goods and provide services in a manner which is in accordance with the applicable regulations and with sound commercial practices. The Supplier shall be responsible for and shall indemnify the Company for any loss or damage due to its failure to properly perform its obligations.
5. Nature of the Goods and Services
5.1. If in the Company’s reasonable opinion, the goods delivered are defective/of poor quality, and services are unsatisfactory, the Company shall promptly notify the Supplier of such shortcoming and Clause 9 below shall apply.
5.2. Within two (2) weeks from such notification, the Supplier shall collect the goods from Company premises, or make good the services at its own expense.
6.1. The Supplier shall perform and provide the services with due skill, care and diligence, using the proper materials and equipment, and employing sufficiently qualified staff who possess the requisite knowledge and expertise.
6.2. The Supplier shall be fully liable for the acts and omissions of any and all third parties with which it has contracted in connection with the sale of goods and/or services.
6.3. Only written confirmation by the Company shall constitute acceptance of the goods sold and services performed. If the Company does not accept the goods and/or services, Clause 9 (non-conformity) below shall apply. The Company shall promptly notify the Supplier of such rejection, and the Supplier will, at its own expense, carry out the necessary remedies reasonably requested by Company in writing.
7. Payment and Prices
7.1. All prices quoted in the Suppliers quote shall be fixed prices.
7.2. Unless explicitly agreed otherwise in writing, the Company will not accept, pay for or be liable for any extra charges of any kind or nature. All prices are gross amounts but exclusive of any value added tax (VAT) or any other similar tax.
7.3. Subject to the acceptance of goods and services by the Company, and unless provided otherwise in the Agreement, payment shall be made thirty (30) days upon receipt of the correct invoice. If payment is not done satisfactory or timeously, the Supplier shall notify the Company thereof in writing, and no late payment interest will start accruing unless explicitly provided for in the Agreement and then only as from the agreed period following such notification.
7.4. If the Supplier fails to fulfill any of its obligations under these conditions, the Company may suspend payment to the Supplier upon notice to the Supplier and this until the actual due fulfillment of these obligations.
7.5. The Supplier hereby unconditionally accepts that the Company and any of its affiliates shall always have the right to set-off any amounts owed by any of them to the Supplier or its affiliates with any amounts owed to them by the Supplier or its affiliates.
7.6. Payments by the Company will firstly be imputed on the principal amount and only thereafter on any other amounts due by it.
7.7. The Supplier acknowledges and agrees that any amount to be paid by the Company to the Supplier may be paid on the Company’s behalf by another affiliate of the Company and/or a third party designated by the Company. The Supplier shall treat such payment as if it were made by the Company itself and its obligation to pay to the Supplier shall automatically be satisfied and discharged in the amount paid by such entity or third party.
7.8. The price shall be paid in the agreed currency. Any loss because of the volatility in exchange rates is for the Supplier’s account.
8. General Warranties
8.1. The Supplier represents and warrants to the Company that:
8.1.1. it has the full corporate power and authority to enter into the Agreement and to carry out its obligations under the Agreement;
8.1.2. it is in the business of supplying the goods and services, and has adequate resources, equipment and fully trained personnel to enable it to provide same;
8.1.3. it shall obtain and maintain all licenses and permits required under all applicable laws and regulations in connection with the sale of the goods and performance of the services.
8.2. These warranties are not exhaustive and shall not be deemed to exclude any warranties prescribed by law, the Supplier’s standard warranties or other rights or warranties which the Company may be entitled to. These warranties shall survive any delivery, acceptance, payment in relation to the goods and services.
9.1. If any goods are damaged or destroyed, the Company shall notify the Supplier and it may, without prejudice to any other right or remedy available to it under the Agreement or at law, at its sole discretion:
9.1.1. claim specific performance by the Supplier;
9.1.2. require delivery of substitute goods with similar specifications as the one initially ordered;
9.1.3. require the Supplier to remedy the lack of conformity by replacement which shall be performed within the shortest period of time;
9.1.4. rescind the entire agreement.
9.2. The Supplier shall bear all costs of replacement of the non- conforming goods and shall reimburse the Company in respect of all costs and expenses reasonably incurred by the Company in connection therewith.
9.3. Risk in relation to the non-conforming goods shall pass to the Supplier upon the date of notification thereof.
10. Intellectual Property
10.1. The Supplier represents and warrants to the Company that the services do not and shall not, alone or in any combination, infringe or violate any third party (including the Supplier’s employees and subcontractors) intellectual property rights.
10.2. The Supplier agrees that all works created, developed, or arising in relation to the performance of the Agreement, regardless of their nature, shall irrevocably belong to the exclusive property of the Company, without any right to compensation on the part of the Supplier.
10.3. If, as part of the execution of the Agreement, the Supplier would be entrusted with the creation of any copyrighted work, the Supplier explicitly agrees that all intellectual property rights attached to these works shall be transferred to the Company, for the entire duration of these rights and for the entire world. This transfer applies to the fullest extent, i.e., to all modes and forms of exploitation, known or unknown at the time the Agreement was established.
10.4. The purchase of goods and/or services shall confer on the Company and its affiliates an irrevocable royalty-free and fully paid up, non-exclusive and perpetual license under all intellectual property rights owned or controlled, directly or indirectly, by the Supplier to use, make, have made, build-in, have built-in, market, sell, lease, license, distribute and/or otherwise dispose of the goods and/or services.
10.5. The compensation for the transfer of the intellectual property and patrimonial rights, respectively the attribution of a license as set out in Article 10.4. above shall be covered by the price paid for the goods and/or services. The Supplier shall not be entitled to any additional compensation.
10.6. The Supplier shall not have any right, title, or interest in or to any of the Company’s data, works, materials, trademarks, and intellectual and other property nor shall the supply of goods and/or services alone or in any combination. Supplier shall not use any trademark, trade name or other indication in relation to the goods or services alone or in any combination without the Company's prior written approval and any use of any trademark, trade name or other indication as authorized by the Company shall be strictly in accordance with the instructions of and for the purposes specified by the Company.
10.7. The Supplier shall not, without the Company’s prior written consent, publicly make any reference to the Company, whether in press releases, websites, advertisements, sales literature or otherwise and undertakes to immediately delete any reference to the Company upon request.
The Supplier shall indemnify and hold harmless the Company, its affiliates, agents and employees and anyone selling or using any of the goods and services, from and against all suits, actions, legal or administrative proceedings, claims, demands, damages, judgments, liabilities, interest, attorneys’ fees, costs and expenses of whatsoever kind or nature (including but not limited to special, indirect, incidental, consequential damages), whether arising before or after the sale of goods or completion of the performance of the services covered by the Agreement, in any manner caused or claimed to be caused by the acts, omissions, faults, breach of express or implied warranty, breach of any of the provisions of the Agreement, or negligence of the Supplier, or of anyone acting under its direction or control or on its behalf, in connection with the goods, services or any other information furnished by the Supplier to the Company under the Agreement.
12.1. General Compliance
12.1.1. If the Company is obliged, in the execution of any of its duties and/or responsibilities, to comply with any Law, then the Company by complying with the Law, shall not be deemed to have waived nor abandoned any of its rights in terms of these STCs. Furthermore, in complying with the Law, the Company shall not be deemed to have assumed any onus, obligation, responsibility or liability in favour of the Customer.
12.1.2. The Company shall perform the services in accordance with the relevant port, harbour master or shipping rules at the Port, local authority rules and directives and the provisions of the Company’s lease and terminal operator or rail license conditions. The Company shall not be liable for any inability to provide services due to the amendment or termination of any license provisions or lease agreements in place.
12.1.3. The Company will retain all records in relation to the services for the period required by the applicable laws and regulations.
12.1.4. The Customer agrees to abide by the Company’s Safety, Health and Environmental Rules when on any of the Company’s sites.
12.1.5. Parties, as well as their agents, employees, subcontractors and intermediaries, will comply with any anti-corruption legislation applicable to either or both Party.
12.2. Compliance with POPIA/GDPR and International Data Protection Law:
12.2.1. The Parties acknowledge their respective obligations to comply with the provisions of the Protection of Personal Information Act 4 of 2013 (hereinafter referred to as ‘POPI’)/GDPR and all International Data Protection Laws that may apply in their respective countries.
12.2.2. The Parties warrant that they are POPI/GDPR Compliant or have taken all reasonable steps to ensure that they are POPI /GDPR Compliant. Each party therefore understands and agrees, notwithstanding any contrary provision in this or any other agreement between the Parties, that each party retains its full rights to pursue legal or equitable remedies in the event of any breach or threatened breach dealing with POPI/GDPR, and may prevent the other party, any of its agents or subcontractors, or any third party who has received records from that party, from violating these STCs by any legal means available.
12.2.3. Each party further understands that violation of the provisions dealing with POPI/GDPR may subject that party to applicable legal penalties, including those provided under POPI/GDPR.
13. Sanctions and Import/Export Control
13.1. "Sanctions" mean any trade, economic and/or financial sanction or sanctions or export controls (including without limitation to any relevant law, regulation, order, ordinance, resolution, decree, restrictive measure or other requirement having the force of law, as well as import and export restrictions related to military and dual use products and technologies, chemical precursors (drugs and explosives), dangerous chemicals, pesticides and substances that deplete the ozone layer), adopted by the U.S., U.K., E.U. (or its respective Member States), U.N., or any other government authority.
13.2. The Customer represents and warrants that neither it nor any person or entity that directly or indirectly owns or controls it, that it directly or indirectly owns and controls, or for which it is acting on behalf of or at the direction of, is a designated target of any Sanctions, or an individual ordinary resident in or an entity incorporated under the laws of a country or territory subject to comprehensive sanctions administered by the U.S. Department of Treasury Office of Foreign Assets Control (“OFAC”) (“Sanctioned Country”) (collectively “Sanctioned Person”). The Buyer agrees and undertakes to the other that it and its agents, contractors and representatives will fully comply with the requirements of all applicable Sanctions in the performance of this contract.
13.3. The Customer agrees and undertakes that the goods being purchased in performance of this Agreement will not be directly or indirectly resold to a Sanctioned Person or a Sanctioned Country, transported on a vessel flying under the flag of a Sanctioned Country or that is a Sanctioned Person, or otherwise dealt with in any way which would cause a breach of Sanctions by us, our banks, insurers, agents, contractors, representatives or shareholders (“Manuchar Related Parties”) or otherwise expose us or Manuchar Related Parties to the effects of any Sanctions.
13.4. The Customer further represents and warrants that it will not make payment for the goods through or via such country, bank, or other entity or body or facility, as would cause a breach of Sanctions by us or Manuchar Related Parties, or which would expose us or Manuchar Related Parties to the effects of any Sanctions, and that it will ensure that payment is made for the goods in full without violating Sanctions.
13.5. The Customer warrants that our goods will not be used by its customer or supplied by its customer in a way which would cause a breach of Sanctions by us or Manuchar Related Parties or otherwise to the effects of any Sanctions.
13.6. The parties will not cooperate with, agree to, or comply with any terms or requests, including documentary requests, which violate or are otherwise prohibited or penalized under the Anti-Boycott laws or regulations of the US, UK, UN, the EU (or its respective member states) or any other government authority.
13.7. Without prejudice to the foregoing, the Customer agrees to cooperate with any reasonable requests for information and/or documentary evidence to support and/or verify compliance with this clause.
13.8. The Parties will not cooperate with, agree to, or comply with any terms or requests, including documentary requests, which violate or are otherwise prohibited or penalized under the Anti-Boycott laws or regulations of the U.S., U.K. and/or the EU.
13.9. Without prejudice to the foregoing, the Customer agrees to cooperate with the Company’s reasonable requests for information and/or documentary evidence to support and/or verify compliance with this clause.
13.10. Each and every obligation, warranty and undertaking in this clause shall be deemed to be a condition of the contract and breach of any of these warranties or undertakings entitles the party not in breach to terminate the contract immediately and unilaterally without any further notice nor any further liability towards the other party.
14. Anti-Corruption and Anti-Money Laundering
15. Each party respectively agrees and undertakes to the other that, in connection with this contract, it will fully comply with all applicable laws, regulations, orders, ordinances, resolutions, decrees, or restrictive measures and/or other requirements having the force of law, adopted by any state or government or international organization such as, but not limited to, the EU, the UN relating to anti-bribery and anti-money laundering, the US and the U.S. Foreign Corrupt Practices Act of 1977 and the UK and the UK Bribery Act of 2010 (hereinafter collectively the “Anti-Corruption and Anti-Money Laundering Laws”). In particular, each party respectively represents, warrants and undertakes to the other that it shall not, directly or indirectly, pay, offer, give or promise to pay or authorize the payment of, any monies or other things of value to, or confer a financial advantage on:
15.1.1. a government official or an officer or employee of a government or any department, agency or instrumentality of any government;
15.1.2. an officer or employee of a public international organization;
15.1.3. any person acting in an official capacity for or on behalf of any government or department, agency, or instrumentality of such government or of any public international organization;
15.1.4. any political party or official thereof, or any candidate for political office; or
15.1.5. any other private person, individual or entity. Each and every obligation, warranty and undertaking in this clause shall be deemed to be a condition of the contract.
15.2. The Customer agrees and undertakes that it and its agents, contractors and representatives will fully comply with the requirements of all applicable Anti-Corruption and Anti-Money Laundering Laws in the performance of this contract.
16. Corporate Social Responsibility
16.1. Forced labour, modern slavery and child labour:
16.1.1. The Supplier undertakes to take all reasonable measures to ensure that forced labour and child labour, as defined in the conventions of the International Labor Organization (hereinafter "ILO"), as well as modern slavery, do not take place in any part of its activity, nor in the activity of its subcontractors or suppliers, even if permitted by applicable local legislation. In particular, the Supplier agrees and undertakes to:
16.1.2. respect the freedom of movement of its employees, not to require any employee to deliver bonds or identity documents to his employer with a view to retaining them, nor to deny such employees the freedom to leave their employer after reasonable notice;
16.1.3. not to use illegal child labour in the performance of its work and to comply with local laws regarding minimum age requirements applicable in the countries in which it operates. In any case, if no local law exists, or local law permits the employment of children under the age of 18, the supplier shall not employ children under the age of 18.
16.2. Human Rights and Employee Rights:
16.2.1. Supplier represents and warrants to comply with the International Bill of Human Rights adopted by the United Nations, as well as with all applicable laws, statutes and regulations against slavery and human trafficking in force in any relevant jurisdiction. The UN International Bill of Human Rights consists of the Universal Declaration of Human Rights; the International Covenant on Economic, Social and Cultural Rights; and the International Covenant on Civil and Political Rights and its two Optional Protocols.
16.2.2. Supplier agrees and covenants to comply with all applicable laws and industry standards regarding the number of hours an employee or contract worker may work in a continuous shift, day, week or specified period of time.
16.2.3. Supplier shall provide fair, just and timely compensation to all employees, including any necessary extra pay for overtime work.
16.2.4. The Supplier shall respect the employees' decision to join and support a union, as well as their decision to refrain from doing so when legally permitted.
16.2.5. The Supplier shall ensure a workplace free of harassment and any type of discrimination based on race, sex, age, nationality, marital status, ethnic origin or any other legally protected status.
16.2.6. Supplier shall not use, nor permit its employees, agents or subcontractors to use, physical, sexual or mental abuse, threat of physical abuse, or other forms of intimidation on its employees.
16.3. Occupational Health and Safety:
16.3.1. The Supplier agrees and undertakes to take all necessary measures within its organization to ensure health and safety at work as required by any relevant jurisdiction, including the United Nations International Bill of Human Rights. In particular, the Supplier undertakes to:
16.3.2. strive to provide safe working conditions;
16.3.3. respect all applicable health and safety standards;
16.3.4. implement for its own activities a policy aimed at reducing accidents in the workplace and at identifying and preventing risks affecting the health and safety of employees;
16.3.5. provide employees with adequate protection from exposure to hazardous materials and access to clean drinking water and sanitary facilities.
16.4. Environment and Sustainability:
16.4.1. The Supplier shall adhere to environmentally responsible practices throughout its supply chain, including the reduction of greenhouse gas emissions, conservation of natural resources and the elimination of harmful chemicals or substances.
16.4.2. The Supplier shall strive to continually improve its environmental performance by setting and working towards goals aimed at reducing the environmental impact of its activities, protecting the current and future environmental interests of the community in which it operates, and seeking to eliminate and/or reduce environmental pollution that may be attributable to its operation. To that end, the Supplier ensures its compliance with all international, federal, state and local environmental laws and regulations.
16.5. The Supplier acknowledges having received a copy of the Code of Conduct which can be found on Manuchar’s website:... In the performance of the Agreement, the Supplier shall respect the principles set out in this Code of Conduct.
17. Limitation of Liability
17.1. Neither Party excludes or limits its liability for death or personal injury arising from its own negligence, fraud, or for any liability that cannot by law be excluded or limited.
17.2. In no event shall the Company be liable for indirect, incidental, special, consequential or punitive damages, which includes without limitation damages for lost profits or revenues, lost business opportunities, loss of image or lost data, even if the Company has been advised of the possibility of such damages, and in no event shall the Company be liable to the Supplier, its successors or assigns for damages in excess of the amount due to the Supplier for complete performance under the Agreement, less any amounts already paid to the Supplier by the Company.
18. Force Majeure
18.1. If either party is prevented from performing any of its obligations under the Agreement for reason of force majeure (being an event unforeseeable and beyond the control of the Supplier) and that party has provided sufficient proof for the existence of the force majeure, the performance of the obligation concerned shall be suspended for the duration of the force majeure.
18.2. The party invoking force majeure shall be entitled to terminate the Agreement with immediate effect by written notice to the other party, immediately if the context of the non-performance justifies immediate termination, and in any event if the circumstance constituting force majeure endures for more than thirty (30) days and, upon such notice, the other party shall not be entitled to any form of compensation in relation to the termination.
18.3. Force majeure on the part of the Supplier shall in any event not include unavailability of funds, proper transport means such as land or sea transport, shortage of personnel or production materials or resources, strikes, not officially declared epidemic or pandemic, breach of contract by third parties contracted by the Supplier, the inability of the Supplier to secure the necessary licenses in respect of software to be supplied or the necessary legal or administrative permits or authorizations in relation to the goods or services to be supplied.
18.4. In case of force majeure on the side of the Supplier, the latter shall where feasible, exercise its best efforts to obtain goods from other sources either within or separate from its regular production and distribution system until sufficient goods from the normal sources is available. The Company shall have the right to decline, without the incurrence of any costs - any such replacement goods and to seek an alternative solution if available.
19. Breach of Agreement
Should either party be in breach of any obligation contained in this agreement, and remain in default for more than seven (7) days after receipt of written Notice calling for the remedy of such breach, the aggrieved party shall, at his sole discretion be entitled to either cancel this agreement or to sue for specific performance, in either event without prejudice to his right to claim any damages which he may have suffered by reason of such breach and consequent cancellation.
20.1. No alteration or variation of these terms and conditions shall be of any force and effect, unless expressly agreed to in writing by the Company and signed by an authorised representative of the Company and the Supplier.
20.2. Any latitude allowed by the Company shall not be construed as a relaxation or waiver of the Company’s rights to enforce its rights at any stage.
20.3. No waiver by the Company of any breach shall be treated as a waiver of any subsequent breach of the same or any other provision.
20.4. If any provision of the STCs is held by a court or other competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of the STCs and the remainder of the provision in question shall not be affected.
21.1. The Supplier will maintain sufficient and comprehensive commercial general liability insurance (including property damage and personal injury liability, and any other liability as may be requested from time to time by the Company) with, unless otherwise agreed by Company, a minimum limit of One million ZAR (R1 000 000 000) for claims of bodily injury, including death, and any other damages that may arise from the use of the goods or services or acts or omissions of the Supplier under the Agreement. Such insurance policies will be written with appropriately licensed and financially responsible insurers. The Supplier shall inform the Company of any cancellation or reduction in coverage with a minimum of thirty (30) days prior written notice. Certificates of insurance evidencing the required coverage, limits and insurance policies shall be furnished by the Supplier to Manuchar upon Manuchar‘s request.
21.2. The Supplier shall render the services hereunder as an independent contractor and not as an agent of the Company and nothing contained in the Agreement is intended to create a partnership, joint venture or employment relationship between the parties irrespective of the extent of economic dependency of the Supplier on the Company.
21.3. The Supplier shall not subcontract, transfer, pledge or assign any of its rights or obligations under the Agreement without the prior written consent of the Company. The Supplier will remain fully liable for the actions of any third parties regardless of whether approved by the Company without prejudice to any rights of Manuchar to seek recourse against such third parties.
21.4. All terms and conditions of the Agreement which are destined, whether express or implied, to survive the termination or the expiration of the Agreement, including but not limited to Warranty, Intellectual Property, and Personal Data, shall survive.
22. Governing Law and Dispute Resolution
22.1. The Agreement shall be construed and governed in all respects by the laws of the Republic of South Africa.
22.2. Both Parties consent to the jurisdiction of the Magistrates Court of South Africa, in the event of a dispute arising between the parties.