GENERAL TERMS & CONDITIONS OF SALE

STANDARD TERMS AND CONDITIONS OF SALE

Except as otherwise agreed in writing, all transactions, tenders, offers to contract and contracts, whether oral or in writing, for the supply of the goods, products and/or services by CALORE shall be subject to the following terms and conditions:

1. DEFINITIONS

1.1 “CALORE” is the registered trading name for Calore Fireplaces and Stoves Pty Ltd

– Registration No. 2011/106457/07 Vat No: 4760260085.

1.2 “Products” means all Calore goods and products sold by CALORE to the customer.

1.3 “the Customer” means the purchaser of the Products.

2. PURCHASE AND SALE

2.1 The Customer shall be bound by these standard terms and conditions of sale in all transactions for the purchase of the Products unless otherwise agreed in writing and signed by both parties.

2.2 The Customer shall notify its clients that the Products are sold subject to these standard terms and conditions of sale and the Customer shall be deemed to have so informed its clients in respect of all sales of the Products by the Customer to its own clients.

2.3 No claims whatsoever will be considered after products are fixed.

3. ORDERS

3.1 No telephonic orders will be accepted – only emails or official original orders.

4. PAYMENT

4.1 Cash customers: Stock will only be despatched when a payment has been received and verified as legal tender. Unless otherwise agreed in writing, Account

Customers shall pay for the Products within 30 days of the date of CALORE’s statement.

4.2 The Customer shall be liable for interest on all amounts overdue for payment at a rate permitted in terms of the National Credit Act, No. 34 of 2005, as amended, which interest, if unpaid, shall be added to the capital amount owing to form the principal debt upon which amount interest shall continue to accrue until payment in full.

4.3 The Customer shall not be entitled to withhold payment for the Products under any circumstances and hereby specifically waives any right of set off in respect of any amount which may now or in the future become owing by CALORE to the Customer.

5. DELIVERY

5.1 The Purchaser will be advised of any charges for delivery, if this service is required.

5.2 Although CALORE will endeavour to deliver the Products in accordance with the Customer’s delivery requirements, CALORE shall not be liable to the Customer in any manner whatsoever for any delay in delivery or failure to comply with the Customer’s requirements.

5.3 In the event of delivery being made at the Customers premises or any other premises nominated by the Customer, the Customer shall be solely responsible for receiving and checking the Products.

5.4 In the event of short delivery, the Customer shall forthwith endorse CALORE’s copy of the delivery documentation, specifying details of such short delivery and shall within two (48 hours) days of such delivery, lodge a claim with CALORE in respect thereof.

5.5 In the event that the Products are delivered in a damaged or defective condition, the Customer shall forthwith endorse CALORE’s copy of the delivery

documentation, specifying the damage to or defect in the Products and shall within five (5) days of such delivery, notify CALORE of such damage or defects.

5.6 If CALORE agrees with the Customer’s claims, it will either make up the shortfall or replace the damaged or defective Products, as the case may be.

5.7 In the event of the Products being delivered to a carrier for onward delivery to the Customer upon the instructions of such Customer, delivery shall be deemed to have been effected by CALORE upon delivery to the carrier who shall at all times be deemed to be the Customer’s agent for this purpose.

6. OWNERSHIP

6.1 Ownership of the Products shall remain vested in CALORE until such Products are paid for in full by the Customer.

6.2 In event of the Customer defaulting with payment, CALORE shall without prejudice to any of its other rights in law, be entitled to repossess the Products immediately.

7. RISK

7.1 Notwithstanding the fact that ownership in the Products remains vested in CALORE, the risk in and to the Products shall pass to the Customer upon delivery thereof.

8. WARRANTIES

8.1 The Products supplied by CALORE are covered by the Supplier’s warranties. CALORE acts solely as the agent for any claims made against the supplier for defects etc.

8.3 The Products supplied by CALORE are suitable only for the purposes and uses for which they are designed. The Customer shall ensure the Products are handled, stored, installed, used, operated and otherwise dealt with in a normal and proper manner and, where applicable, in a manner consistent with the recommended instructions of the manufacturer of the Product.

8.4 Save as aforesaid, CALORE shall not be liable in any manner whatsoever as a result of or in connection with any defect in or unsuitability of the Products.

9. INDEMNITY

9.1 CALORE shall not be liable in any manner whatsoever for any loss or damage, direct or consequential, sustained by the Customer or any of the Customer’s clients in connection with the use of the Products and the Customer hereby indemnifies CALORE against all such liability.

10. CUSTOMER’S DOCUMENTS

10.1 The terms and conditions contained herein shall not be amended, modified or superseded by any terms and conditions contained in or forming part of the Customer’s documents and CALORE shall not be bound thereby.

11. RETURNS

11.1 There will be a handling fee of 15% where goods are accepted for credit. However, if Calore is notified of intended returns within 7 days, and agrees to accept the returns, no handling fee will be charged. Please note that CALORE will not accept returns after 30 days from date of Invoice, nor if boxes have been opened or goods used, unless the goods have been found to be defective. CALORE reserves the right not to accept returns for goods no longer in stock or for any other reason.

12. INDULGENCE

12.1 No relaxation or indulgence granted by CALORE to the Customer shall be deemed to be a waiver of any of CALORE’s rights in terms hereof, and such relaxation or indulgence shall not be deemed to be a novation of any of the terms and conditions set out herein, or create any estoppel against CALORE.

13. LEGAL COSTS

13.1 The Customer shall be liable for all legal costs, including attorney and client costs and collection commission, which CALORE may incur in instituting any legal proceedings pursuant to any breach of these terms and conditions or the enforcement of its rights contained herein.

14. BREACH

In the event of the Customer:

14.1 breaching any terms or condition contained herein;

14.2 failing to pay on due date any amount which is due and payable;

14.3 permitting any civil judgment to be taken against it;

14.4 publishing a notice of surrender of its estate in terms of the Insolvency Act No 24

of 1936, as amended;

14.5 being placed under provisional or final sequestration, liquidation, winding up or

judicial management as the case may be;

Then and in that event CALORE shall, without detracting from any other remedies available to it, be entitled to cancel the sale of the Products to the Customer without notice, and to repossess such Products or, alternatively, to claim specific performance of all the Customer’s obligations, in either event without prejudice to CALORE’s right to claim damages.

16. DOMICILIUM

The Customer chooses domicilium citandi et executandi at the delivery address, alternatively at the address reflected in the Customer’s application for credit facilities.

15. JURISDICTION

The Customer consents to the jurisdiction of the Magistrate’s Court in terms of section 45 of the Magistrate’s Court Act, No. 32 of 1944 in respect of any claims, notwithstanding that the amount of the claims may exceed the jurisdiction of such Court, which consent shall not preclude CALORE from instituting proceedings against the Customer in any other Court of competent jurisdiction.

17. APPLICABLE LAW

All transactions between CALORE and the Customer and the interpretation of the terms and conditions hereof shall be governed by and construed in accordance with the laws of the Republic of South Africa.

INSTALLATION TERMS & CONDITIONS OF SALE

1. GENERAL TERMS AND CONDITIONS OF SALE

Calore fireplaces must be installed in accordance with EU and manufacturers regulations of installation as stipulated in the installation manual. Failure to comply with this regulation will negate the manufacturer’s warranty (and also potentially result in a safety hazard). Calore recommends that installations are only carried out by authorized (Calore approved) installers whom have completed the necessary technical training and are Calore certified. The installation components and labor fee quoted on the estimate are based on a (height specific) standard flue run without any deviations/obstructions. Should there be any unforeseen changes, adverse weather or location conditions and/or any other circumstances which may lead to amendments to the labor fee and/or component requirement for the installation (e.g obstruction inside the internal cavity which only becomes evident once the cavity/roof is opened), the client will be advised accordingly and requoted if necessary. In the event that the flue pipe is unable to run the entire length of the chimney cavity (which can sometimes be the case in a retrofit scenario and may only become evident once installation has commenced) –the client will be notified as such and advised to have the internal cavity modified (at client cost) in order to continue with the flue run to the top of the cavity as required by the Calore/EU principles of installation. Should the client opt not to modify the cavity and take the flue up as far as the internal cavity allows, the performance of the draw cannot be guaranteed (and the ability to properly apply chimney sweeping for the required periodic maintenance may also be effected).

2. ELECTRICAL / GAS & BUILDING WORKS

Should the appliance to be installed require an electrical connection, the client is to ensure there is a point available within 1m of the appliance. Any electrical work required to make such provisions is not covered by Calore and will need to be provided for by the clients own nominated electrician. Basic building work is finished to plaster –painting is not included, unless specified and quoted for. Any custom/specialized building work required will be quoted for separately (if within scope and proficiency of our installation team)

3. DUCTING & PIPES

In the case where ducting is to be installed, the relevant responsible person/person in charge on site is to confirm final positions of the pipe and vents with the installer. It is thus the client/project manager’s responsibility to ensure that the correct positioning of these components is communicated to the relevant responsible person on site. Flexible air-ducting is malleable and can be bend out of shape/damaged in the event of exposure to excess pressure

and/or the elements (e.g if stepped on after it has been laid in position /water has entered into the pipework due to exposure). It is thus the site manager’s responsibility to ensure that the duct pipe is not damaged/exposed to the elements and properly protected on site after placed in final position. Calore will not be held liable for any damages/replacement parts/additional parts/building costs required should any damage occur thereafter the pipes have been supplied and fitted and/or changes be made to the pipe run and/or position of the air vents. In the event where we have to break through a slab/wall, the client/relevant responsible person on site will need to instruct our installer where to break through –Calore will not be held liable should any damage occur to any pipework/electrical/plumbing and/or any other conduit that may be running within the wall/floor.

4. WARRANTIES

Workmanship and waterproofing carries a 1 year warranty

Calore installation components carry a 10 year warranty

5. INSTALLATION DATE

An installation date cannot be confirmed unless payment terms are met and all items are readily available in stock. If any item required for the installation is not readily available in stock, an indication of when the installation can take place will be given to the client. Final confirmation can only be given when all items required for the installation are readily available and payment terms met. Should the client opt to appoint their own installer, the installer appointed accepts the full liability to ensure that the installation is carried out as required by Calore/manufacturer and completed to acceptable EU/Calore standards of installation.

6. OWNER OR THIRD PARTY INSTALLER

Should any installation/building work be completed by a third party (other than an approved Calore installer), it is that parties responsibility to attend site meetings and/or be present at the time of installation to ensure that they are correctly informed on the relevant rules and regulations of installation and required building parameters (pertaining to the specific product/s to be installed). If a third party builder/installer is unsure of any of the rules and regulations of building/installing pertaining to any of the Calore products –it is their responsibility to seek consultation with Calore and enquire as to the correct installation/building method as required by Calore.

Calore will not be held liable for any damages/costs incurred due to incorrect

installation/building work by any third party installer/builder.

7. USER MANUAL

A comprehensive user manual is supplied with the fireplace. The user manual contains vital information regarding the correct usage of the appliance and general maintenance/cleaning procedures. Incorrect usage (e.g: overloading of firewood/using wet wood) and lack of general maintenance (e.g: cleaning of glass/ashes) can result in reduced performance and cause subsequent damage to the appliance and/or flue system resulting in a safety hazard. Any

damage as a result of incorrect usage and or lack of general maintenance is not covered by the manufacturer’s warranty. It is thus the client’s responsibility to ensure that the appliance is used and maintained correctly.

8. PAYMENT TERMS

100% payment required upfront on fireplace and all components required for installation.

50% payment required upfront on labor fee prior to commencement of installation Balance of payment/any outstanding monies are due no later than 7 days from date of issue of Certification of Compliance document.

Balance of payment may not be withheld for any reason whatsoever after completion of installation and issue of CIC document.

Client also acknowledges that product performance can be affected by unforeseen variable factors (for example local climatic conditions) and any adverse performance that may arise as a result of, may not be used as a reason to withhold balance of payment.

Ownership of the goods remains vested in Calore until such time as the full purchase prices has been paid, we reserve the right to remove all goods supplied if any of our terms and conditions are breached.

Product warranty is subject to receipt of final payment/client account settled in full and will only be activated if client account is settled in full and there are no outstanding monies due.

9. SPECIAL ORDERS FOR NON-STOCK ITEMS / ONCE OFF IMPORTS

Special order confirmation form must be completed and signed by client.

50% deposit is required on order confirmation with the balance due on shipment arrival.

Although the import period is estimated at 8-10 weeks, Calore cannot guarantee or commit to this or any shorter period due to the volatile and uncertain nature of the shipping industry and various other “Acts of God”.

The order and the product prices quoted are only deemed confirmed and irrevocable once the sales order is signed and deposit paid. Special order products may not be returned or exchanged. Special order gas appliances will require SABS testing as per South African certification regulations. An additional 2-4 weeks lead time may apply for product testing. Client acknowledges that on arrival, any gas appliance ordered will be sent to the relevant testing station for safety inspection (this will include a live performance test where the appliance will be connected to gas and started).

Although all gas appliances supplied by Calore already conform to SABS requirements, South African legislation requires local testing to be carried out by the South African authorities in order to verify conformity and issue SABS approval.