PART A – FOUNDATION AND APPLICATION:

1. APPLICATION OF TERMS

1. These Standard Terms and Conditions of Sale (“Terms”) govern the sale, supply and provision of all Products and Services by Big Save to a Customer.
2. Big Save means the applicable member of Big Save Group that sells, supplies, distributes, delivers, invoices or otherwise provides Products or Services to the Customer, as identified in the relevant Transaction Document, and includes its successors in title, permitted assigns and authorised representatives where the context requires.
3. These Terms apply to all Transactions between Big Save and a Customer, including Transactions concluded:
   1. in-store
   2. through sales representatives;
   3. telephonically;
   4. electronically;
   5. through the Website;
   6. through Big Save App;
   7. through Digital Channels;
   8. through delivery channels;
   9. through account facilities;
   10. 1.3.10.through quotations, orders or purchase orders; and
   11. 1.3.11.through any other channel utilised by Big Save from time to time.
4. These Terms apply to all Products and Services supplied by Big Save.
5. By requesting, ordering, purchasing, accepting delivery of, collecting, using or paying for any Products or Services, the Customer acknowledges that it has read, understood and agreed to be bound by these Terms.
6. These Terms shall be binding upon the Customer irrespective of whether the Customer signs any acknowledgement of acceptance.
7. These Terms shall apply in addition to any credit application, account application, quotation, order confirmation, invoice, delivery note, statement or other Transaction Document issued in connection with a Transaction.
8. IMPORTANT NOTICE
   1. These Terms contain provisions that:
      1. may limit the risk or liability of Big Save;
      2. may create risk or liability for the Customer;
      3. may require the Customer to indemnify Big Save; and
      4. may constitute acknowledgements by the Customer of certain facts.
   2. The Customer’s attention is specifically drawn to the provisions relating to pricing, payment obligations, suspension of supply, ownership, risk, inspection of Products, returns, limitation of liability, indemnities, force majeure and other provisions that may have the effect contemplated in section 49 of the Consumer Protection Act, 2008.
   3. The Customer acknowledges that it has been afforded an adequate opportunity to review these Terms and to obtain independent advice before entering into a Transaction with Big Save.

2. RELATIONSHIP WITH OTHER DOCUMENTS

1. These Terms form part of the broader Big Save Governance Framework and must be read together with any applicable Transaction Documents and other documents forming part of that framework.
2. Big Save Digital Platform Terms and Conditions and these Terms are intended to operate together and shall, where reasonably possible, be interpreted consistently and harmoniously.
3. Where a matter relates to the sale, supply, pricing, payment, delivery, collection, ownership, risk, returns, exchanges, refunds or other commercial aspects of a Transaction, these Terms shall prevail to the extent of any inconsistency.
4. Where a matter relates to account registration, digital channels, privacy, authentication, electronic communications, loyalty participation or other digital governance matters, Big Save Digital Platform Terms and Conditions shall prevail to the extent of any inconsistency.
5. A Credit Application, Suretyship, Account Approval or other customer-specific credit arrangement shall supplement these Terms and shall be read together with these Terms.
6. To the extent of a direct conflict relating specifically to a Customer’s approved credit facilities, credit limit, payment terms, security, suretyship or account-specific arrangements, the applicable Credit Application, Suretyship, Account Approval or customer-specific arrangement shall prevail.
7. Any specific written agreement concluded between Big Save and a Customer in relation to a particular Transaction shall prevail over these Terms to the extent of any inconsistency.
8. Big Save may from time to time publish or make available additional policies, procedures, notices or operational requirements relating to specific Products, Services, promotions, delivery channels or business initiatives. Such documents shall apply to the extent relevant to the applicable Transaction.
9. Nothing contained in these Terms limits any rights or obligations imposed by Applicable Laws and, where required, Applicable Laws shall prevail.

PART B – PRODUCTS, PRICING AND ORDERS:

3. PRODUCTS AND SERVICES

1. Big Save may from time to time make Products and Services available for sale through its stores, distribution channels, sales representatives, delivery channels, Digital Channels, Website, Big Save App and other authorised channels.
2. The nature, specifications, packaging, branding, quantities, availability and characteristics of Products and Services may vary from time to time.
3. Product images, illustrations, descriptions, promotional material, advertising material, catalogues, brochures and other marketing information are provided for general information purposes and may differ from the actual Product supplied.
4. Big Save may discontinue, modify, replace or withdraw Products or Services at any time without prior notice, subject to Applicable Laws.
5. Big Save reserves the right to correct clerical, typographical, pricing, system, stock or administrative errors relating to Products and Services.

4. PRICING

1. All pricing is subject to change without prior notice.
2. Prices quoted or displayed by Big Save shall be subject to stock availability, promotional periods, pricing corrections, system updates and Applicable Laws.
3. Unless expressly stated otherwise, all prices are exclusive of Value Added Tax (“VAT”) where VAT is applicable.
4. Pricing published through different sales channels may vary from time to time.
5. Big Save reserves the right to correct any pricing error, omission, system error, calculation error or obvious mistake that may occur in relation to any Product or Service.
6. A pricing error shall not oblige Big Save to supply Products or Services at an incorrect price where the error is obvious, material or capable of reasonable detection by the Customer.
7. Delivery charges, handling charges, administration charges and other applicable charges may be charged separately where applicable and shall be disclosed through the relevant Transaction Document.

5. QUOTATIONS

1. Any quotation issued by Big Save constitutes an invitation to do business and not a binding offer capable of acceptance.
2. Unless otherwise stated in writing, quotations shall remain valid for the period reflected in the quotation and, failing such indication, for 7 (seven) days from the date of issue.
3. A quotation may be withdrawn, amended or corrected by Big Save at any time before acceptance by Big Save of an Order.
4. Quotations are subject to stock availability, Big Save availability, pricing adjustments, exchange rate fluctuations, regulatory requirements and other factors beyond Big Save’s reasonable control.
5. No quotation shall become binding upon Big Save unless and until Big Save accepts an Order in accordance with clause 6.

6. ORDERS AND ACCEPTANCE

1. An Order submitted by a Customer constitutes an offer by the Customer to purchase Products or Services subject to these Terms.
2. Big Save shall be entitled, in its sole discretion, to accept, reject, amend, limit, verify, suspend or cancel any Order.
3. An Order shall only become binding upon Big Save when Big Save:
   1. issues a written order confirmation;
   2. issues an invoice;
   3. dispatches the relevant Products;
   4. makes the Products available for collection; or
   5. otherwise communicates acceptance of the Order.
4. Big Save shall not be obliged to fulfil any Order where:
   1. stock is unavailable;
   2. pricing errors have occurred;
   3. payment has not been received where required;
   4. account facilities have been suspended;
   5. fraud, unlawful conduct or irregular activity is suspected; or
   6. circumstances beyond Big Save’s reasonable control prevent fulfilment.
5. Big Save may partially fulfil Orders where only part of the requested Products are available.
6. Big Save may offer substitute Products of a similar nature, specification or value, subject to Applicable Laws and the Customer’s rights thereunder.

7. PRODUCT AVAILABILITY AND SUBSTITUTIONS

1. All Products and Services are offered subject to availability.
2. Big Save does not warrant that any Product or Service will be continuously available or available in any particular quantity.
3. Product availability may be affected by stock levels, Big Save availability, logistics constraints, seasonal demand, regulatory requirements, manufacturing changes, import restrictions, operational requirements or other factors beyond Big Save’s reasonable control.
4. Big Save may allocate available stock between Customers in such manner as it reasonably considers appropriate.
5. Big Save shall not be liable for any loss arising from the unavailability, delay, discontinuation or withdrawal of any Product or Service except to the extent required by Applicable Laws.
6. Where a Product becomes unavailable after an Order has been placed, Big Save may:
   1. cancel the affected portion of the Order;
   2. offer a substitute Product;
   3. place the affected Product on back-order where agreed with the Customer; or
   4. refund any amount paid in respect of the unavailable Product.
7. Big Save may from time to time substitute Products with substantially similar Products where reasonably necessary, subject to Applicable Laws and the Customer’s rights thereunder.
8. Product packaging, branding, labelling, formulation, size, appearance or specifications may change from time to time and such changes shall not constitute a defect provided the Product remains substantially consistent with its intended purpose.

PART C – PAYMENT, ACCOUNTS AND CREDIT

8. PAYMENT TERMS

1. The Customer shall pay all amounts due to Big Save in accordance with the applicable Transaction Document and approved account terms, where applicable.
2. Big Save may require payment:
   1. prior to supply;
   2. on collection;
   3. on delivery;
   4. on invoice;
   5. in accordance with approved account facilities; or
   6. in accordance with any other payment arrangement agreed in writing.
3. Payment shall be made without deduction, set-off, counterclaim, withholding or demand unless required by Applicable Laws or agreed in writing by Big Save.
4. Payment shall only be regarded as having been made once Big Save has received and cleared the relevant funds.
5. Big Save may specify acceptable payment methods from time to time, including cash, electronic funds transfer, debit card, credit card, digital payment methods or other approved payment channels.
6. The Customer bears all bank charges, transaction costs and payment processing costs associated with payments unless otherwise agreed in writing.

9. ACCOUNT CUSTOMERS

1. Big Save may, in its sole discretion, grant a Customer account facilities or trade credit facilities subject to Big Save’s credit approval requirements.
2. The granting, continuation, amendment, suspension or withdrawal of any account facility shall remain at Big Save’s sole discretion.
3. Any account facility granted by Big Save shall be subject to:
   1. the Customer’s approved Credit Application;
   2. any approved credit limit;
   3. approved payment terms;
   4. National Credit Act (as applicable) and these Terms; and
   5. any additional conditions imposed by Big Save from time to time.
4. Big Save may review a Customer’s account facility, credit limit, payment terms or trading arrangements at any time.
5. The Customer shall immediately notify Big Save of any material change relating to its ownership, management, financial position, trading status, address, contact details or banking details.
6. Big Save may require additional security, guarantees, suretyships, deposits, advance payments or other security arrangements as a condition for granting or continuing account facilities.
7. The Customer shall not exceed any approved credit limit without Big Save’s prior written approval.
8. The granting of account facilities shall not oblige Big Save to accept future Orders or continue supplying Products or Services on credit.

10. INTEREST AND OVERDUE AMOUNTS

1. All amounts not paid on the applicable due date shall immediately become overdue.
2. Big Save shall be entitled to charge interest on all overdue amounts at the maximum rate permitted by Applicable Laws, calculated from the due date until date of payment, both days inclusive.
3. To the extent permitted by Applicable Laws, such interest may accrue monthly in arrears and be capitalised, whereupon it shall form part of the outstanding indebtedness and bear interest accordingly.
4. Where Applicable Laws do not prescribe a maximum permissible rate, interest shall accrue at a rate of 2% (two percent) compounded monthly in arrears on the outstanding balance.
5. The charging of interest shall not prejudice any other rights available to Big Save under these Terms, the Credit Application or Applicable Laws.
6. Big Save’s failure to charge interest shall not constitute a waiver of its right to do so.

11. ALLOCATION OF PAYMENTS

1. Big Save shall be entitled, in its sole discretion, to allocate any payment received from a Customer to any amount owing by that Customer.
2. Big Save shall be entitled to allocate payments first towards:
   1. legal costs;
   2. collection costs;
   3. interest;
   4. administrative charges; and thereafter
   5. capital amounts owing.
3. Big Save’s allocation of payments shall be binding.
4. The Customer shall not be entitled to dictate the allocation of payments unless expressly agreed in writing by Big Save.

12. SUSPENSION OF SUPPLY

1. Big Save may, without prejudice to any other rights available to it, suspend, restrict, cancel or refuse further supply of Products or Services where:
   1. any amount owing by the Customer becomes overdue;
   2. the Customer exceeds an approved credit limit;
   3. Big Save reasonably believes that the Customer’s financial position has deteriorated;
   4. the Customer breaches these Terms, a Credit Application, Suretyship or any other agreement with Big Save;
   5. insolvency, business rescue, liquidation, sequestration or similar proceedings are commenced by or against the Customer;
   6. Big Save reasonably suspects fraud, unlawful conduct or material misrepresentation; or
   7. Big Save reasonably considers suspension necessary to protect its commercial interests.
2. Big Save shall not be liable for any loss, damages, penalties, claims or costs arising from any suspension, restriction or refusal of supply contemplated in this clause.
3. Big Save may require payment in advance, additional security or revised trading terms before resuming supply.

13. SET-OFF AND WITHHOLDING

1. The Customer shall not be entitled to withhold, defer, reduce, set-off or deduct any amount owing to Big Save by reason of any dispute, claim, counterclaim or alleged breach unless otherwise agreed in writing by Big Save or required by Applicable Laws.
2. All amounts owing to Big Save shall be paid in full and free of deduction.
3. Big Save shall be entitled to set-off any amount owing by the Customer against any amount owing by Big Save to the Customer.

14. DISPUTED AMOUNTS

1. The Customer shall notify Big Save in writing of any disputed amount as soon as reasonably possible after becoming aware of the dispute.
2. The existence of a dispute shall not entitle the Customer to withhold payment of any undisputed amount.
3. Pending resolution of a dispute, the Customer shall remain obliged to pay all undisputed amounts in accordance with these Terms.
4. Big Save may investigate the disputed amount and may request supporting documentation or information from the Customer.

15. STATEMENTS AND CERTIFICATES OF BALANCE

1. Big Save may issue statements of account from time to time.
2. The Customer shall review any statement received and shall notify Big Save in writing of any alleged discrepancy within 14 (fourteen) days of receipt.
3. In the absence of such notification, the statement shall constitute prima facie evidence of the transactions reflected therein.
4. A certificate signed by any director, manager, financial manager, credit manager, branch manager or other duly authorised representative of Big Save, whose appointment need not be proved, shall constitute prima facie proof of:

1. 1. the amount owing by the Customer;
   2. the applicable interest;
   3. the Customer’s indebtedness; and
   4. any other matter relating to the Customer’s account,

for purposes of obtaining provisional sentence, summary judgment, default judgment, liquidation proceedings, business rescue proceedings or any other legal proceedings.

16. SECURITY AND PRESERVATION OF RIGHTS

1. Big Save’s acceptance of any security, guarantee, suretyship, indemnity, acknowledgement of debt or other security arrangement shall not prejudice any other rights available to Big Save.
2. No relaxation, extension of time, indulgence, compromise, settlement arrangement or variation of payment terms shall constitute a waiver of any rights held by Big Save.
3. Big Save may exercise any one or more rights available to it simultaneously, consecutively or independently.

17. ACCELERATION AND IMMEDIATE PAYMENT

1. Notwithstanding any approved credit terms, all amounts owing by the Customer to Big Save shall immediately become due and payable if:
   1. the Customer breaches these Terms, a Credit Application, Suretyship or any other agreement with Big Save and fails to remedy such breach within any applicable notice period;
   2. the Customer commits an act of insolvency;
   3. the Customer is placed under liquidation, business rescue, sequestration or similar proceedings;
   4. the Customer ceases trading;
   5. the Customer’s account facilities are withdrawn; or
   6. Big Save reasonably believes that the Customer may be unable to meet its obligations as they fall due.
2. Big Save shall thereafter be entitled to exercise any rights available under these Terms, the Credit Application, any Suretyship, Applicable Laws or any other agreement between the Parties.

PART D – DELIVERY, COLLECTION, OWNERSHIP AND RISK

18. DELIVERY

1. The Big Save Delivery and Returns Policy shall apply at all times.
2. Big Save may deliver Products to the Customer where delivery has been agreed or arranged.
3. Delivery dates and times are estimates only and shall not be binding unless expressly agreed in writing by Big Save.
4. Big Save shall use reasonable efforts to meet estimated delivery dates but shall not be liable for delays arising from circumstances beyond its reasonable control.
5. The Customer shall ensure that:
   1. accurate delivery information is provided;
   2. suitable access is available at the delivery address;
   3. authorised personnel are available to receive delivery; and
   4. any special delivery requirements are communicated in advance.
6. Where delivery cannot be completed due to circumstances attributable to the Customer, Big Save may charge additional delivery, storage, handling or re-delivery costs.
7. Delivery may be made in one or more instalments.
8. Big Save shall be entitled to utilise employees, contractors, carriers, logistics providers or third-party service providers to effect delivery.

19. COLLECTION

1. Where Products are sold on a collection basis, the Customer shall collect the Products from the location designated by Big Save.
2. The Customer shall collect Products within the period communicated by Big Save.
3. Big Save may charge reasonable storage, handling or administration charges where Products are not collected within the required period.
4. The Customer shall ensure that any person collecting Products on its behalf is duly authorised.
5. Big Save may require proof of identity, proof of authority or other verification before releasing Products.

20. INSPECTION ON DELIVERY OR COLLECTION

1. The Customer shall inspect Products immediately upon delivery or collection.
2. The Customer shall verify quantities, condition, packaging, product descriptions and any visible defects before accepting the Products.
3. Signature of a delivery note, proof of delivery, collection note, electronic receipt or similar document by the Customer or its representative shall constitute prima facie proof that the Products were received in good order and in the quantities reflected thereon, unless otherwise recorded at the time of delivery or collection.
4. Any visible shortages, damages or discrepancies must be recorded on the applicable delivery documentation and brought to Big Save’s attention immediately.
5. Failure to record visible shortages, damages or discrepancies at the time of delivery or collection may prejudice any subsequent claim by the Customer relating to such matters.

21. OWNERSHIP

1. Ownership of Products shall remain vested in Big Save until Big Save has received payment in full of all amounts owing in respect of the relevant Transaction.
2. Until ownership passes:
   1. the Customer shall store and identify the Products in a manner that enables them to be identified as Big Save’s property;
   2. the Customer shall keep the Products free from attachment, encumbrance or third-party claims; and
   3. the Customer shall not dispose of the Products other than in the ordinary course of business where applicable.
3. Big Save shall be entitled, subject to Applicable Laws, to recover possession of Products in respect of which payment has not been received in full.
4. The rights contained in this clause are in addition to and not in substitution for any other rights available to Big Save.

22. RISK

1. Risk in the Products shall pass to the Customer upon:
   1. delivery of the Products to the Customer;
   2. delivery to the Customer’s nominated representative, carrier or agent; or
   3. collection of the Products by the Customer or its representative, whichever occurs first.
2. Once risk has passed, the Customer bears all risk of loss, theft, damage, deterioration or destruction of the Products.
3. Risk shall pass notwithstanding that ownership may not yet have passed to the Customer.
4. The Customer shall be responsible for obtaining and maintaining any insurance it considers necessary in relation to the Products after risk has passed.

PART E – PRODUCT ISSUES, RETURNS AND REFUNDS

23. INCORRECT GOODS

1. The Customer shall notify Big Save as soon as reasonably possible if Products delivered or supplied do not materially correspond with the Products reflected in the applicable Order, invoice or Transaction Document.
2. Subject to verification by Big Save, Big Save may:
   1. replace the incorrect Products;
   2. collect the incorrect Products;
   3. issue a credit;
   4. issue a refund; or
   5. implement such other reasonable corrective action as Big Save considers appropriate.
3. The Customer shall take reasonable care of any incorrectly supplied Products pending collection, replacement or other resolution.
4. The Customer shall not knowingly utilise, dispose of or consume incorrectly supplied Products where the Customer is aware that the Products were supplied in error.

24. DAMAGED GOODS

1. The Customer shall inspect Products upon delivery or collection in accordance with clause 20.
2. Any visible damage to Products or packaging should be reported immediately and, where reasonably possible, recorded on the applicable proof of delivery, delivery note, collection note or similar document.
3. Where Products are damaged prior to risk passing to the Customer, Big Save shall, subject to verification, replace the affected Products, issue a credit or provide an appropriate remedy.
4. Big Save may investigate any claim relating to damaged Products before determining the appropriate remedy.
5. This clause shall not apply to damage arising after risk has passed to the Customer unless otherwise required by Applicable Laws.

25. DEFECTIVE GOODS

1. Subject to Applicable Laws and the Delivery and Returns Policy of Big Save, a Customer may be entitled to return Products that fail to satisfy the standards of quality, good working order, free from defects, usability or durability contemplated by Applicable Laws.
2. Where a Customer believes that a Product is defective, the Customer shall notify Big Save as soon as reasonably possible after discovering the alleged defect.
3. Big Save may require the Product to be returned, inspected, tested or assessed before determining the appropriate remedy.
4. Subject to Applicable Laws and verification of the defect, Big Save may:
   1. repair the Product;
   2. replace the Product;
   3. issue a credit; or
   4. refund the purchase price, as may be required by Applicable Laws or otherwise determined by Big Save.
5. This clause shall not apply where the alleged defect arises from:
   1. misuse;
   2. abuse;
   3. negligence;
   4. improper storage;
   5. unauthorised alteration;
   6. failure to follow instructions; or
   7. any cause occurring after risk has passed to the Customer, except to the extent otherwise required by Applicable Laws.
6. Nothing contained in these Terms limits any statutory rights available to Consumers under Applicable Laws.

26. RETURNS AND EXCHANGES

1. Subject to Applicable Laws and the Big Save Delivery and Returns Policy, Big Save may accept the return or exchange of Products in accordance with its operational requirements, return procedures and applicable Product categories.
2. Products returned for exchange or credit should, where reasonably possible:
   1. be accompanied by proof of purchase;
   2. be returned in their original packaging;
   3. be unused and in a resalable condition; and
   4. be returned within any period communicated by Big Save from time to time.
3. Big Save may refuse a return or exchange where:
   1. the Product has been consumed, altered, damaged or used;
   2. the Product is not in a resalable condition;
   3. the Product is not in its original packaging;
   4. the Product is excluded from return in terms of Applicable Laws; or
   5. the Customer cannot provide reasonable proof of purchase, except where Applicable Laws require otherwise.
4. Certain Product categories, including perishable goods, chilled products, frozen products, prepared foods, customised Products, special-order Products, liquor products or hygiene-sensitive Products may be subject to additional return restrictions to the extent permitted by Applicable Laws.
5. Returns and exchanges shall at all times remain subject to the Customer’s statutory rights under Applicable Laws.

27. REFUNDS, CREDITS AND CUSTOMER RIGHTS

1. Where a refund, credit or replacement is approved in writing, Big Save may determine the appropriate method of remedy, subject to Applicable Laws.
2. Refunds may be processed through the original payment method, electronic transfer, credit to account, store credit or any other lawful method determined by Big Save.
3. Refund processing times may vary depending on the payment method utilised, banking processes, investigations and operational requirements.
4. Where Products were purchased on an account facility, Big Save may apply any approved credit, refund or adjustment against the Customer’s account.

PART F – PRODUCT INFORMATION, THIRD-PARTY PRODUCTS AND PRODUCT RECALLS

28. PRODUCT INFORMATION

1. Product information, descriptions, specifications, ingredients, nutritional information, usage instructions, warnings, packaging information and related information may be provided by manufacturers, suppliers or other third parties.
2. While Big Save endeavours to ensure that Product information is reasonably accurate, Big Save does not warrant that such information is complete, current or error-free.
3. Customers should review Product packaging, labelling, warnings, ingredients and usage instructions before using or consuming any Product.
4. Customers are responsible for considering any allergies, sensitivities, dietary requirements, medical conditions or other personal circumstances before purchasing, using or consuming Products.
5. Product information is provided for general information purposes only and does not constitute professional, medical, nutritional or other specialised advice.

29. THIRD-PARTY PRODUCTS AND MANUFACTURERS

1. Big Save may supply Products manufactured, produced, packaged, distributed or owned by third parties.
2. To the extent permitted by Applicable Laws, Big Save shall not be responsible for representations, warranties, specifications or claims made by manufacturers, suppliers or other third parties relating to such Products.
3. Nothing in these Terms limits any rights or remedies that a Customer may have against a manufacturer, importer, distributor, supplier or retailer under Applicable Laws.
4. Big Save reserves the right to rely upon information, specifications, certifications, approvals and product data supplied by manufacturers, suppliers and other third parties.

30. PRODUCT RECALLS AND SAFETY MATTERS

1. Big Save may withdraw, remove, suspend the sale of, replace or recall any Product where required by Applicable Laws, a manufacturer, a supplier, a regulator or where Big Save reasonably considers it necessary for health, safety, quality, compliance or risk management reasons.
2. Customers shall reasonably cooperate with any Product recall, withdrawal, replacement or safety programme implemented by Big Save.
3. Big Save may determine and communicate the process applicable to any recall, withdrawal, replacement, refund or corrective action.
4. Nothing contained in this clause limits any rights available to Consumers under Applicable Laws.

PART G – LIABILITY AND RISK ALLOCATION

31. LIMITATION OF LIABILITY

1. To the fullest extent permitted by Applicable Laws, Big Save shall not be liable for any indirect, consequential, incidental, special or punitive damages arising from or relating to any Transaction, Product or Service.
2. To the fullest extent permitted by Applicable Laws, Big Save shall not be liable for any loss of profit, loss of revenue, loss of business, loss of goodwill, loss of opportunity or other consequential losses suffered by a Customer.
3. Big Save shall not be liable for any delay, interruption, failure of supply, stock shortage, product withdrawal, delivery delay or operational disruption arising from circumstances beyond its reasonable control.
4. Nothing contained in these Terms excludes, limits or restricts any liability that may not lawfully be excluded, limited or restricted under Applicable Laws.

32. CUSTOMER INDEMNITIES

1. The Customer indemnifies and holds harmless Big Save, its directors, employees, representatives, agents and contractors against any claim, loss, damage, liability, cost or expense arising from:
   1. the Customer’s breach of these Terms or Transactional Documents;
   2. the Customer’s unlawful conduct;
   3. misuse, abuse or improper use of Products;
   4. failure to follow instructions, warnings or usage requirements applicable to Products; or
   5. any act or omission of the Customer, its employees, contractors, representatives or agents.
2. The indemnity contained in this clause shall apply only to the extent permitted by Applicable Laws.

33. FORCE MAJEURE

1. Big Save shall not be liable for any delay, interruption, failure or inability to perform any obligation where such delay, interruption, failure or inability arises from circumstances beyond its reasonable control.
2. Such circumstances may include, but is not limited to:
   1. acts of God;
   2. natural disasters;
   3. fire, flood, drought or severe weather events;
   4. war, terrorism, civil unrest, riots or public disorder;
   5. strikes, lockouts, labour disputes or industrial action;
   6. epidemics, pandemics or public health emergencies;
   7. failure of utilities, telecommunications, transport, logistics or supply chains;
   8. governmental action, regulatory intervention, embargoes or restrictions; or
   9. any other circumstance beyond Big Save’s reasonable control.
3. Big Save shall be entitled to suspend, delay or adjust performance for the duration of the relevant force majeure event.
4. Where a force majeure event continues for an extended period, Big Save may cancel the affected Transaction or any unperformed portion thereof without liability, subject to Applicable Laws.

PART H – BREACH, LEGAL ENFORCEMENT AND RECOVERY

34. BREACH

1. If the Customer breaches these Terms, a Credit Application, a Suretyship, a Transaction Document or any other agreement with Big Save, Big Save shall be entitled, without prejudice to any other rights available to it, to:
   1. demand immediate payment of any amounts owing;
   2. suspend or terminate any account facility;
   3. suspend, restrict or refuse further supply of Products or Services;
   4. cancel any Order or Transaction;
   5. recover possession of Products where permitted by Applicable Laws;
   6. enforce any security, guarantee, indemnity or suretyship; and
   7. institute legal proceedings.
2. Where Applicable Laws require notice or an opportunity to remedy a breach, Big Save shall comply with such requirements before exercising the applicable remedy.
3. No remedy exercised by Big Save shall exclude or limit any other remedy available to it.

35. RECOVERY COSTS

1. The Customer shall be liable for all reasonable costs incurred by Big Save in recovering any amount owing by the Customer.
2. Such costs may include tracing fees, collection charges, attorney-and-client legal costs, counsel’s fees, sheriff’s fees, correspondent attorney costs, disbursements and other costs reasonably incurred in enforcing Big Save’s rights.
3. The Customer shall remain liable for such costs notwithstanding payment of the principal debt after recovery action has commenced.
4. This clause shall apply only to the extent permitted by Applicable Laws.

36. CONFIDENTIALITY AND NO RELIANCE

1. The Customer shall keep confidential any non-public commercial, pricing, rebate, discount, account, trading, operational, business or other confidential information disclosed by Big Save in connection with a Transaction, except to the extent disclosure is required by Applicable Laws or is authorised in writing by Big Save.
2. The Customer shall take reasonable steps to protect such confidential information from unauthorised access, use or disclosure.

37. RESERVATION OF RIGHTS

1. No relaxation, indulgence, extension of time, waiver, compromise or concession granted by Big Save shall constitute a waiver of any rights unless recorded in writing and signed by an authorised representative of Big Save.
2. Big Save may exercise any right available to it under these Terms, a Credit Application, a Suretyship, a Transaction Document or Applicable Laws independently, cumulatively or consecutively.
3. All rights and remedies available to Big Save shall be cumulative and in addition to any rights or remedies available under Applicable Laws.

38. NOTICES

1. The Customer shall provide Big Save with accurate and current contact details and shall promptly notify Big Save of any changes thereto.
2. Any notice, demand, statement, invoice, communication or other document may be delivered by hand, email, electronic communication, digital platform, account portal, SMS, WhatsApp, post or any other communication channel reasonably utilised by Big Save.
3. A communication sent to the Customer’s last known contact details shall be deemed to have been received unless proven otherwise.
4. Nothing contained in this clause prevents Big Save from utilising any communication method permitted by Applicable Laws.

39. DISPUTE RESOLUTION

1. The Parties shall use reasonable efforts to resolve any dispute, disagreement or claim arising from or relating to these Terms, any Transaction, a Credit Application, a Suretyship, a Transaction Document or any related relationship between the Parties through good-faith discussions.
2. If the dispute is not resolved within 10 (ten) Business Days after written notice of the dispute, the Parties shall attempt to resolve the dispute through mediation administered by a mediator agreed between the Parties.
3. If the dispute remains unresolved within 20 (twenty) Business Days after referral to mediation, the dispute shall be finally resolved by arbitration.
4. The arbitration shall be conducted by a single arbitrator appointed by agreement between the Parties or, failing agreement, appointed by the Arbitration Foundation of Southern Africa (“AFSA”).
5. The arbitration shall be conducted in Pretoria in accordance with the AFSA Commercial Arbitration Rules.
6. The arbitrator shall be entitled to determine liability, damages, payment obligations, ownership disputes, stock recovery disputes, suretyship obligations, contractual disputes and any other relief competent in law.
7. The arbitrator’s decision shall be final and binding upon the Parties.
8. Nothing contained in this clause shall prevent either Party from approaching a court of competent jurisdiction for:
   1. urgent interim relief;
   2. preservation orders;
   3. enforcement of an arbitration award;
   4. liquidation, sequestration, business rescue or similar proceedings; or
   5. any relief that may not lawfully be determined by arbitration.
9. The Parties consent to any arbitration award being made an order of court.

40. GOVERNING LAW

1. These Terms, all Transactions and all related relationships between Big Save and the Customer shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.
2. Subject to the dispute resolution provisions contained in these Terms, the Parties submit to the jurisdiction of the courts of South Africa.

41. ELECTRONIC COMMUNICATIONS AND SIGNATURES

1. The Parties acknowledge that Transactions may be concluded electronically.
2. Electronic communications, electronic signatures, digital signatures, click-wrap acceptance, account approvals, purchase orders, confirmations, electronic records and similar electronic processes shall be valid and enforceable to the extent permitted by Applicable Laws.
3. Electronic records maintained by Big Save may constitute prima facie proof of the relevant communication, Transaction or activity unless proven otherwise.

42. ASSIGNMENT AND DELEGATION

1. Big Save may cede, assign, transfer, delegate, subcontract or otherwise dispose of any of its rights or obligations under these Terms to any member of Big Save Group or any third party.
2. The Customer shall not cede, assign, delegate, transfer or otherwise dispose of any rights or obligations arising from these Terms without the prior written consent of Big Save.

43. WAIVER

1. No relaxation, indulgence, extension of time, waiver, concession or compromise granted by Big Save shall constitute a waiver of any rights unless reduced to writing and signed by an authorised representative of Big Save.
2. Any waiver shall be effective only to the extent expressly recorded in writing.

45. SEVERABILITY

1. If any provision of these Terms is found to be unlawful, invalid or unenforceable, such provision shall, to the extent necessary, be severed from these Terms without affecting the validity and enforceability of the remaining provisions.
2. The Parties shall endeavour to replace any invalid or unenforceable provision with a valid and enforceable provision that most closely reflects the commercial intention of the original provision.

46. ENTIRE AGREEMENT

1. These Terms, together with any applicable online terms and conditions, applicable Credit Application, Suretyship, Transaction Document and any specific written agreement concluded between the Parties, constitute the entire agreement between the Parties relating to the relevant Transaction.
2. No representation, warranty, undertaking or agreement not expressly recorded in the documents contemplated in clause 44.1 shall be binding on either Party.
3. The Customer acknowledges that no representation, warranty, statement, undertaking or promise made by any employee, representative, sales representative, driver, contractor, agent or intermediary of Big Save shall be binding upon Big Save unless recorded in writing in a Transaction Document or other written agreement signed or approved by Big Save.
4. The Customer confirms that it has not entered into any Transaction in reliance upon any representation, statement, forecast, estimate, expectation or assurance not expressly recorded in the documents governing the relevant Transaction.
5. Nothing contained in this clause excludes liability for fraud, fraudulent misrepresentation or any liability that may not lawfully be excluded under Applicable Laws.

47. NO PARTNERSHIP OR AGENCY

1. Nothing contained in these Terms shall be construed as creating a partnership, joint venture, agency, employment relationship or fiduciary relationship between the Parties.
2. Neither Party shall have authority to bind the other Party except as expressly agreed in writing.

48. AMENDMENTS

1. Big Save may amend these Terms from time to time.
2. Any amendment shall become effective upon publication, communication or implementation by Big Save, subject to Applicable Laws.
3. The Customer’s continued purchase of Products or Services following the effective date of an amendment shall constitute acceptance of the amended Terms.

49. SURVIVAL

1. Any provision which by its nature is intended to survive termination, cancellation, completion or expiry of a Transaction shall survive and remain of full force and effect.
2. Without limitation, provisions relating to payment obligations, interest, ownership, risk, indemnities, limitation of liability, dispute resolution, recovery costs, confidentiality, legal proceedings and any accrued rights or obligations shall survive termination.

APPLICABLE LAWS

1. These Terms shall at all times be subject to Applicable Laws.
2. To the extent that any provision of these Terms conflicts with a mandatory provision of Applicable Laws, the relevant provision shall be interpreted, limited or severed to the extent necessary to ensure compliance with such Applicable Laws, while preserving the remaining provisions as far as possible.
3. Nothing contained in these Terms shall be interpreted as excluding, limiting or restricting any right or remedy that may not lawfully be excluded, limited or restricted under Applicable Laws.

1.