TIGER BRANDS

STANDARD TERMS AND CONDITIONS

RECITAL

1.1 This Agreement applies to all procurement of Products and/or Services by Tiger Consumer Brands Limited (“Tiger”) under the following conditions:

1.1.1 The total value of Products and/or Services procured from a Supplier does not exceed ZAR 10 million per annum; and

1.1.2 The spend commitment arises from a Purchase Order that has been mutually accepted in writing by both Parties.

1.2 These terms and conditions, along with the Purchase Order and any proposal and/or quotation referenced in the Purchase Order, constitute the entire agreement between the Parties. Any amendments or waivers must be made in a written document signed by both Tiger and the Supplier. All other terms, including those proposed by the Supplier, are expressly excluded. In the event of conflict between the terms of the Agreement, the following order of precedence shall apply:

1.2.1 These terms and conditions.

1.2.2 Purchase Order.

1.2.3 Proposal.

1.2.4 Quotation.

 1.3 Any quotation from the Supplier is viewed as an invitation to trade and is not a binding offer unless accepted by Tiger by the issuance of a Purchase Order.

DEFINITIONS

2.1 “Agreement” means these terms and conditions together with the terms of the Purchase Order.

2.2 “Business Day” means any day other than a Saturday, Sunday or statutory holiday in South Africa.

2.3 “Commencement Date” means the date from which the appointment commences in terms of the Letter of Award.

2.4 “Confidential Information” has the meaning ascribed thereto in clause 14;

2.5 "Data Subjects" means Tiger's subsidiaries and affiliates, consumers of Tiger’s products, Tigers, Suppliers, Personnel and any other Person/s to whom Personal Information relates.

2.6 "Intellectual Property" means all the rights in respect of trade-marks, service marks, trade names, domain names, logos, get-up, patents, provisional patents, inventions (whether patentable or not), know-how (including confidential industrial and commercial information, recipes and techniques in any form), utility models, registered and unregistered design rights, copyright, semi-conductor topography rights, database rights, rights in respect of any new or existing compilation of any data or information not covered under any existing copyright, any structured analysis, reports, application and any resulting know-how, use or any other results originating or following from or as a consequence of data being made available in respect of any of the aforementioned or part thereof, and all similar proprietary rights which may subsist in any part of the world including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations, as well as any Confidential Information or processes relating to that subject matter and includes Developed Intellectual Property;

2.7 “Developed Intellectual Property” means all intellectual property commissioned by Tiger to be developed by the Supplier, as agreed.

2.8 “Letter of Award” means the letter of award issued by Tiger to the Supplier.

2.9 "Parties" means the Supplier and Tiger, and “Party” means either the Supplier or Tiger (unless the context implies otherwise).

2.10 "Person" means any natural or juristic person.

2.11 "Personal Information" means information relating to an identifiable Person, including information relating to the Person as defined by applicable legislation including POPI.

2.12 “POPI” means the Protection of Personal Information Act 2013.

2.13 "Process" and "Processing" means any operation or activity or any set of operations, whether or not by automatic means, concerning Personal Information, as defined in POPI.

2.14 “Products” means the products procured by Tiger as identified in the Purchase Order.

2.15 "Purchase Order" means the individual work authorisations executed by the Parties pursuant to this Agreement.

2.16 “Services” means those services identified in the Purchase Order to be rendered by the Supplier to Tiger.

2.17 “Specifications” means the specifications applicable to the Products set out in a proposal or quote or separately and which is signed off and approved in writing by Tiger.

2.18 “Supplier” means the supplier referred to in the Purchase Order.

2.19 “VAT” means value-added tax levied in terms of the Value-Added Tax Act, No. 89 of 1991; and

2.20 “ZAR” means South African Rands.

SUPPLY OF PRODUCTS

3.1 The Parties may execute Purchase Orders from time to time specifying the specific Products and quantities which the Supplier will provide to Tiger. Purchase Orders shall: (i) be given in writing; (ii) specify the type and quantity of the Products ordered, and (iii) specify the date on which the order shall be delivered, and the delivery location.

3.2 A Purchase Order will only be binding on both Parties once confirmed and accepted by the Supplier through the written / electronic form utilised by the Supplier to confirm such acceptance (“Accepted Order”)

3.3 Each Party shall use the relevant Purchase Order number in all subsequent correspondence relating to the Accepted Order.

3.4 Tiger may, prior to despatch by the Supplier of any Products and/or prior to delivery of any Services, amend or cancel an Accepted Order by written notice to the Supplier.

3.5 The Supplier shall deliver the Products and/or Services specified in each Accepted Order to the location and on the date specified in the related Accepted Order, if applicable.

3.6 Each delivery of Products pursuant to an Accepted Order shall be accompanied by a delivery note from the Supplier, showing: the date of the Accepted Order and the Accepted Order number; the type and quantity of the Products included in the Accepted Order, including the code numbers (where applicable) of the Products; and in the case of any Products being delivered by instalments, the outstanding balance of Products specified in an Accepted Order remaining to be delivered.

3.7 The Products supplied to Tiger by the Supplier in terms of the Agreement shall:

 3.7.1 conform to the Specifications; and

3.7.2 comply with and be provided by the Supplier in accordance with applicable laws and regulations, and all relevant codes of practice.

3.8 The Supplier shall ensure that the Products are properly packed and secured in such a manner as to enable them to reach their destination in good condition for the Products’ intended purpose.

3.9 The Supplier shall obtain and maintain in force for the duration of its appointment in accordance with the Letter of Award, all approvals, licences, permissions, authorisations, consents and permits which may be required by it from time to time in order to manufacture and supply the Products to Tiger.

3.10 In the event that the Supplier becomes aware of the existence of a quality defect or problems relating to the Products, then the Supplier shall immediately notify Tiger in writing. The notification shall set forth the nature of the quality defect, the Products affected, and an indicative process on how the Supplier shall remedy the quality defect.

3.11 Tiger shall inspect the Products following delivery for quantity variances and defects. Complaints shall be made in writing, immediately where apparent upon reasonable inspection, in the case of obvious defects no later than 90 days after receipt of the Products and in the case of latent defects no later than 90 days after discovery of the defect, but in any event no later than one year after receipt of the Products. The Products supplied shall otherwise be considered free of defects.

3.12 If in terms of an inspection conducted in terms of clause 3.11, it is found that any Products delivered to Tiger do not comply with clause 3.7, then, without limiting any other right or remedy that Tiger may have under the Agreement or otherwise, Tiger may reject those Products and:

 3.12.1 require the Supplier to replace the rejected Products at the Supplier’s risk and expense within 5 Business Days of being requested to do so in writing by Tiger, in which case the Supplier irrevocably and unconditionally undertakes to use its best endeavours to replace the rejected Products. The terms of the Agreement shall apply to any replacement Products supplied by the Supplier; and

3..12.2 subject to clause 13, claim damages for any other costs (including proven replacement costs and wasted wage costs incurred on Tiger’s production lines), expenses, damages or losses that Tiger suffers as a result of or in connection with the Supplier’s delivery of Products that do not conform with the Specifications or the terms of the Agreement.

3.13 If the Supplier fails to promptly replace rejected Products in accordance with clause 3.12.1, then Tiger shall be entitled, without affecting its rights under clause 3.12.2, to obtain substitute Products from a third party supplier.

3.14 If the Parties dispute whether any Products comply with the provisions of clause 3.7, either Party may refer the matter for resolution in accordance with the provisions of clause 12.

3.15 Notwithstanding anything contrary in this Agreement, in the event Tiger has established or has reasonable suspicion that the Products pose a health and/or safety risk, it may in its discretion recall the Products.

Forecasts

4.1 For the purposes of direct procurement applicable to direct inputs into the Products: 

4.1.1 A forecast is a periodic view into Tiger’s resource planning for its production lines for the Products. The forecast is dynamic, and its sole purpose is to procure a constant flow of Products from the Supplier to Tiger to feed the production lines. The forecasts are communicated by Tiger to the Supplier on a monthly basis or such other period as is required by Tiger.  If the Supplier anticipates that it will not be able to meet Tiger’s forecasted requirements provided in accordance with this clause 4, the Supplier shall inform Tiger in writing to this effect at least 1 month before the rolling forecast matures into a Purchase Order. Tiger may, at its option: 

4.1.1.1 Agree alternative delivery dates and/or quantities for the relevant Products, and/or

4.1.1.2 Procure from any other person substitute products for the Products the Supplier anticipates it will be unable to supply.

DELIVERY

5.1 The Supplier shall deliver the Products specified in each Accepted Order to the location and on the relevant date agreed to with the Supplier, as reflected in the Purchase Order.

5.2 The Supplier acknowledges that time of performance of the Supplier’s obligations is of importance in the Agreement and each Accepted Order. If difficulties in complying with the delivery date become known to the Supplier, it shall inform Tiger without undue delay, at the latest within two (2) business days and indicate the estimated delay in delivery in writing. The Supplier shall use reasonable efforts to meet any estimated delivery date but shall in case of failing to notify Tiger of such information. Tiger (at its sole discretion) may elect to:

5.2.1 refuse to take any subsequent attempted delivery of the Products for that Accepted Order, without incurring any liability to the Supplier for such refusal; and/or

5.2.2 subject to clause 13, claim damages for any costs, expenses or losses incurred by Tiger as a result of the Supplier’s delay in delivering Products.

5.3 If the Supplier confirms that it is unable to deliver the requisite Products in terms of an Accepted Order, then Tiger (at its sole discretion) may elect to:

5.3.1 by written notice, require the Supplier to arrange substitute Products from alternative suppliers, in which case the Supplier irrevocably and unconditionally undertakes to use its best endeavours to source, at its own costs and expense, substitute Products; or

5.3.2 obtain substitute Products from alternative suppliers itself and recover from the Supplier any and all costs and expenses incurred by Tiger in obtaining such substitute Products.

5.4 If neither the Supplier nor Tiger is able to arrange the delivery of substitute Products to Tiger from an alternative supplier, as contemplated in clause 5.3.1 or clause 5.3.2 respectively, then, without limiting any other right or remedy that Tiger may have under the Agreement or otherwise, Tiger (at its sole discretion) shall be entitled to:

5.4.1 terminate the relevant Accepted Order with immediate effect by delivering a written notice to that effect to the Supplier; and/or

5.4.2 subject to clause 13, claim damages for any costs, expenses or losses incurred by Tiger as a result of the Supplier’s failure or inability to supply the Products in terms of the Accepted Order.

 5.5 The risk in the Products delivered to Tiger shall pass to Tiger in accordance with the agreed incoterm set out in the Accepted Order. The Supplier shall bear all risk of any loss and/or damage to the Products prior to delivery.

5.6 Ownership of and title to the Products shall pass to Tiger on delivery from the Supplier.

Prices

6.1 Save as otherwise specifically provided for and agreed to in writing between the Parties, the price payable by Tiger to the Supplier for the Products (the "Price") shall be recorded in the Accepted Order.

6.2 The Price shall be exclusive of VAT, provided that Tiger shall, on its receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on a supply of Product(s).

6.3 The Price shall be inclusive of all costs and fees of whatsoever nature arising in connection with the supply of the Products to Tiger, including, without limitation, the costs of raw materials, storage, packaging, insurance, carriage, and delivery (including loading and off-loading) of the Products, in accordance with the agreed in the Accepted Order.

6.4 Tiger shall pay all undisputed invoices without any set-off, deduction or withholding within the number of days indicated in the Letter of Award. Tiger shall make payment via EFT to the bank account nominated in writing by the Supplier, or as otherwise agreed in writing between the Parties.

6.5 Should Tiger fail to pay any invoice timeously, then:

6.5.1 the amount outstanding will attract interest prime overdraft rate charged by Standard Bank from time to time, compounded monthly, from the due date of payment to the actual date of payment.

6.5.2 all amounts payable by Tiger for Products delivered to Tiger shall immediately become due, owing and payable irrespective of the dates when the Products were purchased or delivered; and

6.5.3 the Supplier shall not be entitled to withhold delivery of the Products pursuant to any Accepted Order for payment disputes.

6.6 If Tiger disputes any invoice or other statement of monies due, Tiger shall notify the Supplier in writing. The Parties shall then attempt in good faith to resolve the dispute promptly. The Supplier shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment. If the Parties have not resolved the dispute within 30 (thirty) days of Tiger giving notice to the Supplier, the dispute shall be resolved in accordance with the provisions of clause 12. 

Inspection Rights and Audit

 7.1 The Supplier shall grant Tiger (and its nominated representatives) reasonable access to the Supplier’s nominated representatives to discuss the manufacture, inspection, handling and storage of the Products supplied to Tiger in terms of the Agreement, for the purposes of: determinising whether the Products are being manufactured in accordance with the terms and requirement of the Agreement. The Supplier will address the queries raised subject to any Confidential Information that cannot be disclosed due to it involving sensitive business information for example, but not limited to, trade secrets.

7.2 The Supplier shall maintain true and correct records in connection with the supply of the Products and all transactions related thereto.

Supplier’s Warranties and Indemnities

8.1 The Supplier represents and warrants that it shall comply with clause 3.7.1, in all respects.

8.2 The Supplier represents and warrants that it shall render all Services in accordance with the scope agreed in the quotation and/or proposal and in a professional workman-like manner in accordance with the service levels agreed in the Agreement. Where no service levels have been agreed, the Supplier shall render the Services in accordance with such reasonable standard which are applicable to the nature and scope of Services.

8.3 The Supplier shall, and hereby irrevocably and unconditionally undertakes to, indemnify Tiger against any and all liabilities, costs, expenses, damages and losses that are proven to have been suffered or incurred by Tiger and are proven to have arisen directly out of or in connection with:

8.3.1 the infringement of a third party’s Intellectual Property, confidentiality obligations, data privacy and protections obligations arising out of or in connection with the Supplier’s performance in accordance with the terms of this Agreement; and

8.3.2 the Supplier’s failure to supply the Products that conform to the Specifications or otherwise fails to conform with the provisions of clause 3.7.1. 

8.4 The Supplier shall, and hereby irrevocably and unconditionally undertakes to, indemnify Tiger against any reasonable and evidenced recall costs suffered by Tiger in terms of product recalls from the market due to claims arising from the Supplier’s negligence or omissions.

8.5 Save for acts or omissions of the Supplier which are fraudulent, wilful, or grossly negligent, the Supplier’s liability for recall costs shall include but not be limited to costs for Tiger’s customer notification, transportation, storage, and disposal of defective Products.

Force Majeure

9.1 “Force Majeure” means an event that prevents or delays a Party from being able to perform an obligation under this Agreement, where such event would constitute force majeure, such as wars, insurrections, strikes, acts of God, national or international pandemics, governmental actions or controls, water restrictions or other causes beyond the control of a Party. Should any Party be prevented from performing its obligations in terms hereof, then such failure shall not be regarded as a breach of its obligations provided that:

9.1.1 the Party subject to the Force Majeure shall give prompt notice to the other Party of the nature and estimated duration of the Force Majeure.

9.1.2 the Parties shall co-operate and collaborate together and use all reasonable efforts to overcome the Force Majeure and/or nullify its effect; and

9.1.3 any suspension of performance within the provisions of the above shall be limited to the period during which such inability shall exist, and the period of this Agreement shall be interrupted by the period of such suspension.

9.2 If the Force Majeure, as mentioned in this clause 9 above substantially or permanently prevents the continued performance of either Party of its obligations in terms of this Agreement for a period exceeding thirty (30) consecutive days, then either Party shall be entitled, by giving notice in writing to the other Party, to terminate this Agreement in respect of any of its obligations still to be performed hereunder.

INSURANCE

 10.1 During the term an Accepted Order and/or this Agreement , the Supplier shall maintain in force the following insurance, with reputable insurance companies: (i) product liability insurance cover per claim for the accumulative value of the Accepted Orders or R10 million, whichever is greater; (ii) all-risk insurance that is sufficient to cover any losses that Tiger may suffer but which is not less than R 10 million per claim; and (iii) public liability insurance cover per claim for the accumulative value of the Accepted Orders or R10 million, whichever is greater, and (iv) all insurance that may be required by it under applicable laws.

10.2 On Tiger’s written request, the Supplier shall provide Tiger with copies of the insurance policy certificates and details of the cover provided within 2 (two) days of such request.

10.3 The Supplier acknowledges that its liability and indemnification obligations under the Agreement shall not be deemed to, and shall not in any way, be released, reduced or limited by the Supplier taking out and maintaining the insurance policies referred to in this clause 10.

BREACH

11.1 In the event of either Party breaching any of its obligations under an Accepted Order and/or this Agreement and such Party failing to remedy such breach within a period of fourteen (14) days of receipt of written notice from the aggrieved party calling upon it to do so, the aggrieved party shall be entitled without further notice to (a) cancel the Agreement and/or cancel the Accepted Order and (b) claim specific performance without prejudice to the aggrieved party’s rights to claim damages or to enforce any other remedy to which it may be entitled to.

11.2 In addition to clause 11.1, Tiger shall be entitled to cancel the Accepted Order and/or this Agreement forthwith if:

11.2.1 the Supplier is either provisionally or finally wound up/sequestrated or seeks to make a compromise with its creditors, provisionally or finally liquidated, placed under judicial management or is in business rescue proceedings.

11.2.2 the Supplier commits a breach of the Agreement which cannot be rectified; or

11.2.3 the Supplier is guilty of any act of fraud, bribery, corruption, misrepresentation or contravening any applicable law.

DISPUTES

12.1 If a dispute arises, the Parties shall attempt to resolve the matter by informal mediation or negotiation with an executive representation of each Party.

12.2 If any dispute cannot be resolved utilising the informal procedures, then such dispute shall on written demand by the electing Party be submitted to arbitration to the Arbitration Foundation of Southern Africa so that such dispute can be finally resolved by arbitration in terms of the Arbitration Act, No 42 of 1965 (unless the Parties agree otherwise in writing).

12.3 The decision of the arbitrator shall be binding on the Parties after the expiry of the period of 20 (twenty) days from the date of the arbitrator's ruling if no appeal has been lodged by any Party or upon the issue of determination by the appeal panel, as the case may be. A decision, which becomes final and binding in terms of this clause 12.3 may be made an order of court at the instance of either Party.

Indemnity and Liability

13.1 Neither Party shall be liable for special, indirect and/or consequential damages howsoever arising.

13.2 The limitation of liability as set out in clause 13.1 does not apply in cases where such exclusion of liability is prohibited by law or in instances of fraud or theft.

13.3 The Supplier irrevocably and unconditionally indemnifies and holds Tiger harmless against any and all claims, actions, damages, losses, demands, liability, costs and expenses of whatsoever nature (“Loss”) unless such Loss arises out of or is related to any act or omission of Tiger or its Representatives, and/or the Loss is related to any non-compliance/breach with this Agreement or any legal requirements by Tiger or its Representatives. 

CONFIDENTIALITY

14.1 The Supplier shall treat any information or data relating to the performance of the Agreement or the business of Tiger (even if not marked as being confidential, restricted, secret, proprietary or any similar designation), in whatever format (including oral, written and electronic communications), which by its nature of content is (i) identifiable as, or (ii) could reasonably be expected to be, confidential and/or proprietary to the business of Tiger (Confidential Information) as confidential, and shall take all reasonable steps to maintain the confidentiality and security of the Confidential Information.

14.2 The Supplier may disclose Confidential Information only to persons who: (i) have a need to know for the purposes of the Agreement; (ii) are aware of the confidential nature of the Confidential Information; and (iii) have undertaken to maintain the confidentiality of such Confidential Information.

14.3 The Parties acknowledge that any breach of any of the provisions of this clause 14 shall cause harm for which there is no adequate remedy at law and the Parties hereby agree that in the event of any breach of, or threatened breach of, any of the provisions of this clause 14, Tiger shall be entitled to be indemnified by the Supplier for any liability, loss, or damages suffered as a result of the Supplier’s breach of any of the provisions of this clause 14.

14.4 The provisions of this clause 14 shall survive the expiry or termination of the Agreement.

DATA PROTECTION AND PERSONAL INFORMATION

15.1 Access to Tiger data and Personal Information relating to Tiger or other Date Subjects shall collectively be referred to as (“Tiger Data”).

15.2 Tiger consents to the Supplier having access to Tiger Data solely to the extent the Supplier requires access to such Data to provide the Products and/or Services in accordance with the terms of this Agreement which may include, but is not limited to: (i) assessing Tiger’s financial position and ability to adhere to this Agreement or any related obligations; (ii) providing it with Products and/or Services; (iii) evaluating, developing or improving the Products and/or Services; (iv) keeping it informed about relevant Products and/or Services; and/or (v) providing it with an efficient and smooth customer experience.

15.3 Tiger agrees, in the absence of any written objection received from Tiger, that such processing consent shall be for the duration of supply of Products and/or Services in terms of the Purchase Order or for the period otherwise required in terms of any applicable law.

15.4 Tiger confirms that the information it provides is accurate and complete and agrees to maintain and update such information when necessary. Failing which, the Supplier shall not be liable for any loss, damage or injury as a result of any inaccuracies or lack of completeness and indemnifies the Supplier against any such loss, damage or injury as well as any unintentional disclosures.

15.5 Tiger consents to the Supplier contacting and requesting information from any third party, credit bureau or business, to obtain any information relevant to this Agreement; and

15.6 The Supplier may only access and Process Tiger Data in connection herewith or as directed by Tiger in writing and may not otherwise modify Tiger Data, merge it with other data, commercially exploit it or engage in any other practice or activity that may in any manner adversely affect the integrity, security or confidentiality of such Data, other than as specifically permitted herein or as directed by Tiger in writing.

15.7 The Supplier understands and agrees that Tiger owns all rights, title and interest in and to Tiger Data and in and to any modification, compilation or derivative works therefrom (collectively, "Data and Modified Data"), and also owns all Intellectual Property, and other proprietary rights in and to the Data and Modified Data.

15.8 The Supplier warrants and undertakes to implement and maintain all such technical and organisational security procedures and measures necessary or appropriate to preserve the security and confidentiality of Tiger Data Processed by it and protect such Tiger Data against unauthorised or unlawful disclosure, access or processing, accidental loss, destruction or damage, including any technical and organisational security procedures and measures as may be required or directed by Tiger from time to time. Supplier agrees, at Tiger’s request, to provide relevant assistance to Tiger to devise appropriate technical and organisational measures, at the Supplier’s own cost.

15.9 The Supplier hereby warrants in favour of Tiger that it shall at all times strictly comply with all legislation relating to data protection and with all the provisions and requirements of Tiger's Data protection policies and procedures (including encryption standards) in force, from time to time, and any further requirements of which Tiger may, from time to time, advise the Supplier in writing, or which may be required by legislation, whether within the Republic of South Africa or elsewhere in the world.

15.10 The Supplier hereby warrants and undertakes that it shall not, at any time copy, compile, collect, collate, process, mine, store, transfer, alter, delete, interfere with or in any other manner use Tiger Data for any purpose other than with the express prior written consent of Tiger, and to the extent necessary to provide the Products and/or Services to Tiger.

15.11 The Supplier further warrants that it shall ensure that all its systems and operations which it uses to provide the Products and/or the Services, including all systems on which Tiger Data is copied, compiled, collected, collated, processed, mined, stored, transmitted, altered or deleted or otherwise used as part of providing the Products and or Services, shall at all times be of a minimum standard required under legislation and further be of a standard no less than the standards which are in compliance with the international best practice for the protection, control and use of such data.

15.12 Tiger reserves the right to audit the Supplier’s compliance with this clause 14.

15.13 Tiger undertakes to comply with POPI in respect of treatment of the Supplier’s personal information.

ANTI-BRIBERY AND CORRUPTION

16.1 Each Party acknowledges that it is aware that the other Party is and/or may be subject to applicable laws that prohibit and criminalise bribery and corrupt activities, including the provisions set out by the Financial Intelligence Centre and its Anti-Money Laundering and Counter-Terrorism financing legislation, Prevention and Combatting of Corrupt Activities Act 12 of 2004, the United Kingdom Bribery Act, 2010 and the United States Foreign Corrupt Practices Act, 1977 (“Anti-Corruption Laws”) and its own anti-bribery and corruption policies.

16.2 Each Party agrees that it shall perform its obligations under this Agreement in full compliance with applicable Anti-Corruption Laws and strict adherence to their own Anti-Corruption Policies, copies of which shall be provided by each Party to the other upon written request.  Each Party shall, upon written request from the other Party, provide evidence of the steps (including implementation of business controls, staff training and practices) it has taken in its business to ensure compliance with its own anti-bribery and corruption policies as applicable.

16.3 Each Party represents and warrants that it shall not:

16.3.1 engage in bribery or corrupt activities; or

16.3.2 at any time, either directly or indirectly offer, promise, give or authorise the giving of anything of value, including gifts and entertainment, or a bribe, kick-back or unlawful and/or improper payment to any employee, officer or representative of the other Party or any affiliate or subsidiary company of the other Party’s holding company (“Other Party’s Group”) in order to obtain or retain the Other Party’s Group business, gain any unfair advantage or influence the decision of such employee, officer or representative in any business dealings by a Party with the Other Party’s Group; or

16.3.3 for the duration of the Agreement, in the discharge of its obligations in terms of this Agreement, either directly or indirectly offer, promise, give or authorise the giving of anything of value, including gifts and entertainment, or a bribe, kick-back or unlawful and/or improper payment to any government or regulatory official or official of a political party in order to gain any unfair advantage or influence the decision of such officials in any dealings by the other Party with any office or department of the national, provincial  or local government or State Owned Entity of the Republic of South Africa; or

16.3.4 make improper payments on behalf of the other Party to regulatory bodies with the view to facilitating or expediting the performance of governmental or regulatory action as may relate to this Agreement; or

16.3.5 accept from any member of the Other Party’s Group and/or its employees or officers anything of value, including gifts and entertainment, or a bribe, kick-back or unlawful and/or improper payment whether directly or indirectly through third parties, that are aimed at influencing the awarding of current or future business to the Party or its affiliate companies, by any member of the Other Party’s Group. Each Party shall report any such acts or events to the other party’s Compliance & Ethics Department in writing or through the applicable ethics-line (Whistleblowing line) at the given time.

16.4 Each Party shall immediately notify the other Party’s Group Compliance & Ethics Director (or a representative of the other Party having a role of a similar nature) upon it becoming aware of any acts of bribery or corruption involving any employee or officer and/or approved sub-contractors of the Other Party’ Group arising from the implementation of this Agreement.

16.5 Each Party represents and warrants that, neither it nor any of its employees, officers or directors are government officials.

16.6 The Supplier acknowledges and agrees: 

16.6.1 that all payments to it in connection with the supply of the Products and or Services in terms of this Agreement shall be made in strict accordance with clause 6; and

16.6.2 certify annually for the duration of this Agreement, its compliance with its Anti-Corruption Policy and the Anti-Corruption Laws by completing and signing a certification form to be supplied by Tiger for this purpose.

16.6.3 A breach by each party of this clause 16 shall constitute a material breach of this Agreement.

GENERAL

17.1 The Agreement shall be governed, constituted and interpreted in accordance with the law of the Republic of South Africa.

17.2 If any provision contained in the Agreement is rendered void, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

17.3 In the event that any provision of this Agreement conflicts with legislation or if any such provision is held invalid by an arbitrator or a court with jurisdiction over the Parties, such provision shall be deemed to be restated to reflect as near as possible to the original intentions of the Parties, but in accordance with legislation. The remainder of this Agreement shall remain in full force and effect.

17.4 No variation of the Agreement and no agreed cancellation of the Agreement shall be of any force or effect unless reduced to writing and signed by or on behalf of the Parties.

17.5 Tiger nominates as its domicilium citandi et executandi its registered business address 3010 Winnie Mandela Drive Bryanston, email: companysecretary@tigerbrands.com, for service upon it of all processes in connection with any claim arising from the Agreement. The Supplier nominates as its domicilium citandi et executandi its address as stipulated in the Accepted Order.

17.6 Tiger’s total liability in terms of this Agreement shall be limited the amount paid or payable to the Supplier pursuant to the Agreement and all Accepted Orders, except in instances of reckless, grossly negligent or wilful conduct on the part of Tiger (where no limit of liability will apply). In no event will Tiger be liable for any indirect, special or consequential damages, arising out of or relating to its breach of the Agreement.

17.7 An acceptance of the Accepted Order by the Supplier shall be construed as an unconditional acceptance of this Agreement.

17.8 The Supplier shall at all times be liable for the acts or omissions of its employees, agents, sub-contractors, cessionaries, assignees or any other associated party used by it and treated as if they had been acts or omissions of the Supplier.

17.9 No indulgences or extensions of time or latitude which one of the Parties may allow to the other, shall constitute a waiver by that party of any of its rights.