EXOTIC WHEEL AND TYRE

Wholesale Conditions of Sale

These Conditions of Sale govern all wholesale transactions between the Seller and the Purchaser. By placing an order or taking delivery of Goods, the Purchaser unconditionally accepts these Conditions in their entirety.

1. DEFINITIONS

1.1 "Purchaser" means any person, firm, company, close corporation, association or other legal persona who orders, purchases and/or takes delivery of Goods from the Seller, or for whom or on whose behalf the Seller renders services and/or disburses monies.

1.2 "Seller" means Exotic Wheel and Tyre (Pty) Ltd and/or any of its trading entities, hereinafter collectively referred to as the "Seller."

1.3 "Goods" means tyres, wheels and any related products, accessories or ancillary items supplied by the Seller.

1.4 "Date of Purchase" means the date reflected on the Seller's tax invoice issued to the Purchaser.

1.5 "Date of Fitment" means the date on which the Goods are installed or fitted to a vehicle, evidenced by the relevant workshop invoice, job card or similar documentation.

1.6 "Manufacturer Defect" means a demonstrable defect in the material or workmanship of the Goods arising during the manufacturing process, confirmed as such following the Seller's formal inspection process.

2. GENERAL

2.1 These Conditions of Sale apply strictly to wholesale business-to-business transactions. The Purchaser warrants that it is acting in the ordinary course of business and not as a consumer as contemplated in the Consumer Protection Act 68 of 2008 ("CPA").

2.2 The Purchaser confirms that all Goods are purchased for resale or fitment in the ordinary course of business and not for personal, household or domestic use.

2.3 All Goods sold and services rendered by the Seller are subject exclusively to these Conditions of Sale. No variation, amendment or waiver shall be binding unless reduced to writing and signed by a duly authorised representative of the Seller.

2.4 These Conditions apply notwithstanding any terms and conditions stipulated by the Purchaser, unless expressly agreed to in writing by the Seller.

2.5 The placement of any order, or the acceptance of delivery of Goods, constitutes the Purchaser's unconditional acceptance of these Conditions in their entirety.

3. ORDERS AND PRICING

3.1 All orders are subject to stock availability at the time of order confirmation. The Seller shall not be liable for any loss or inconvenience arising from a product being unavailable or out of stock.

3.2 Product images, descriptions and specifications published by the Seller are for reference purposes only. The Seller does not warrant that images accurately represent the exact colour, finish or dimensions of Goods. The Purchaser is responsible for confirming all product specifications prior to placing an order.

3.3 All prices are exclusive of VAT unless expressly stated otherwise. VAT will be charged at the prevailing statutory rate.

3.4 All prices are subject to change without prior notice. The price applicable to any order shall be the price confirmed at the time of order.

3.5 The Seller reserves the right to reverse or withdraw any discount granted in the event of any default whatsoever by the Purchaser.

4. PAYMENT TERMS

4.1 In the case of credit sales, the full purchase price of all Goods sold, services rendered and monies disbursed shall be paid, without deduction or set-off, within thirty (30) days from the date of statement.

4.2 The Seller reserves the right to suspend deliveries, cancel orders or withdraw credit facilities at any time if the Purchaser fails to comply with these payment terms.

4.3 The Seller may, in its sole discretion, require full payment in advance prior to dispatch or delivery of Goods.

4.4 Receipts are valid only when issued by the Seller in writing on an official receipt document.

5. DELIVERY, RISK AND OWNERSHIP

5.1 Risk in the Goods shall pass to the Purchaser upon delivery.

5.2 Ownership of and title to the Goods shall remain vested in the Seller until the full purchase price and all other amounts owing by the Purchaser have been paid in full, notwithstanding that delivery may have already taken place.

5.3 Until full payment is received, the Purchaser shall hold the Goods as bailee and in a fiduciary capacity for the Seller and shall not encumber, pledge or otherwise deal with the Goods in a manner inconsistent with the Seller's ownership interest.

5.4 In the event of any breach by the Purchaser, the Seller shall be entitled, without prejudice to any other rights, to cancel the agreement and immediately repossess the Goods.

6. WARRANTIES AND LIMITATION OF LIABILITY

6.1 General Disclaimer

6.1.1 In view of the variable and often extreme conditions to which tyres, wheels and related products may be subjected during use, the Seller makes no representations and gives no guarantees or warranties, whether express or implied, statutory or otherwise, in respect of any Goods sold or services rendered, save for the manufacturer warranty expressly set out in Clause 6.2 below.

6.1.2 The Seller shall not be liable for any direct, indirect, consequential, special or incidental loss or damage arising from the use, misuse, fitment or failure of any Goods, beyond the scope of the manufacturer warranty set out herein.

6.1.3 Without limiting the foregoing, the Seller shall not be liable for:

(a) Tyres being out of round;

(b) Vibration or harshness while driving;

(d) Latent or patent defects outside the scope of the manufacturer warranty;

(e) Any loss or damage arising from incorrect fitment, improper use, or vehicle-related defects not directly attributable to a confirmed manufacturer defect.

6.2 Manufacturer Warranty – Tyres (5-Year Warranty)

6.2.1 Warranty Period

All tyres sold by the Seller carry a five (5) year manufacturer warranty from the date of purchase, as reflected on the Seller's tax invoice. This warranty is limited strictly to confirmed manufacturer defects in material or workmanship and is subject in all respects to the terms, conditions, exclusions and procedures set out in this Clause 6.2.

IMPORTANT: This is a manufacturer warranty only. It does not constitute a guarantee of performance, durability or fitness for any specific purpose beyond the manufacturer’s stated specifications. All warranty claims are subject to formal inspection and approval.

6.2.2 What the Manufacturer Warranty Covers

Subject to the exclusions and procedures herein, the manufacturer warranty covers defects arising from the manufacturing process that are directly attributable to faulty material or workmanship, including:

(a) Structural separation of tyre components not caused by external damage or misuse;

(b) Tread delamination or detachment not attributable to road hazards or operational misuse;

(d) Sidewall cracking attributable to a defect in compound composition rather than UV exposure, age, incorrect inflation, or operational damage.

For the avoidance of doubt, the warranty only applies where a defect is confirmed by the Seller’s inspection as originating from the manufacturing process. The Seller’s determination following inspection shall be final.

6.2.3 What the Manufacturer Warranty Does NOT Cover

The following are expressly excluded from the manufacturer warranty:

(a) Normal wear and tear, including irregular wear resulting from wheel alignment or balancing issues;

(b) Tyres worn beyond the legal or recommended minimum tread depth;

(c) Damage arising from incorrect fitment, improper balancing, incorrect wheel alignment or the use of incorrect rims or hub-centric rings;

(d) Damage caused by overloading, underinflation, overinflation or operating outside the manufacturer’s recommended load index or tyre pressure ratings;

(e) Road hazard damage including cuts, punctures, impacts, pothole damage, kerbing or sidewall damage caused by external objects;

(f) Damage attributable to vehicle mechanical faults, suspension defects, broken shock absorbers or steering abnormalities;

(g) Misuse including use in motor sport, circuit racing, drifting, drag racing or any competition driving, unless the tyre is specifically designed and rated for such use;

(h) Off-road use on tyres not designed, rated or suitable for off-road conditions;

(i) Damage caused by fire, chemical exposure, fuel spillage or any abnormal environmental condition;

(j) Deliberate damage, vandalism or neglect;

(k) Cosmetic damage that does not affect the structural integrity or performance of the tyre;

(l) Tyres that have been repaired, retreaded, modified or altered in any way not authorised by the manufacturer;

(m) Damage resulting from storage in conditions inconsistent with the manufacturer’s recommended storage guidelines (e.g. prolonged exposure to direct sunlight, ozone, oils or extreme temperatures);

(n) Any tyre used on a vehicle not suited to the tyre’s speed rating, load index or fitment specifications;

(o) Age-related deterioration on tyres manufactured more than five (5) years prior to the claim date, as determined by the DOT code on the tyre sidewall;

(p) Any defect not reported and submitted in accordance with the time periods and procedures prescribed in Clause 6.4.

6.3 Manufacturer Warranty – Wheels and Other Products

6.3.1 Alloy and steel wheels sold by the Seller carry a limited manufacturer warranty against proven structural defects in material or workmanship, subject to the exclusions below.

6.3.2 The wheels warranty does not cover:

(a) Cosmetic damage including scratches, kerbing marks, peeling, lacquer failure or corrosion arising from use or improper maintenance;

(b) Damage caused by road hazards, impacts, potholes or kerbing;

(d) Damage arising from vehicle mechanical faults, incorrect torque settings or wheel imbalance;

(e) Normal wear and tear.

6.3.3 Warranty terms for all other products (including car audio, accessories and ancillary items) are governed solely by the relevant product manufacturer’s warranty and are not extended or supplemented by the Seller.

6.4 Warranty Claim Procedure

6.4.1 All warranty claims must be submitted to the Seller in writing and must be accompanied by the following documentation:

(a) The Seller's original tax invoice confirming the date of purchase;

(b) Where applicable, a copy of the Purchaser’s resale invoice to its customer;

(d) Clear photographic evidence of the alleged defect;

(e) A workshop job card or equivalent documentation confirming the date of fitment and the vehicle on which the product was installed.

6.4.2 Products submitted for warranty inspection must be physically returned to the Seller’s designated premises (Johannesburg or Cape Town, as directed by the Seller). Warranty claims will not be assessed based on photographs alone, except at the Seller’s sole discretion.

6.4.3 The Seller will conduct a physical inspection to determine the root cause of the alleged defect. The cost of delivering the product to the Seller for inspection is for the Purchaser’s account.

6.4.4 Following inspection:

(a) If a manufacturer defect is confirmed, the Seller will, at its sole discretion, issue a credit or replacement. No cash refund will be provided under any circumstances.

(b) If no manufacturer defect is confirmed, the Seller will notify the Purchaser accordingly. The product may be collected by the Purchaser at its own cost or, if not collected within seven (7) days of notification, may be disposed of by the Seller.

6.4.5 No credit, replacement or other remedy shall be granted unless and until the full inspection process has been completed and the claim formally approved in writing by the Seller.

6.4.6 Out-of-round, vibration or workmanship complaints must be submitted in writing within three (3) days of the tyres being fitted to the vehicle. Claims not submitted within this period will not be entertained.

6.4.7 No Goods or workmanship complaints will be accepted more than three (3) days after the date of purchase or fitment, whichever is earlier, except where a claim is validly submitted under the five (5) year manufacturer warranty in full compliance with this Clause 6.

7. RETURNS AND CREDITS

7.1 Goods correctly supplied in accordance with the Purchaser’s order are not returnable.

7.2 The Seller may, in its sole discretion, accept Goods for return for credit only if:

(a) The return is requested within thirty (30) days from the date of purchase;

(b) The Goods are unused, unmounted, undamaged and in their original packaging; and

7.3 No returns whatsoever will be accepted after thirty (30) days from the date of purchase, under any circumstances, whether for credit, replacement, handling, administration or otherwise. Returns submitted after this period will not be entertained.

7.4 All Goods accepted for return within the thirty (30) day period shall be subject to a handling and administration charge of 15%, unless otherwise agreed in writing by the Seller.

7.5 The Seller reserves the right to refuse the return of any Goods not in their original unused condition or original packaging.

8. DEFAULT AND INTEREST

8.1 In the event of non-payment by the Purchaser on the due date:

(a) All amounts owing by the Purchaser to the Seller, from whatever cause, shall immediately become due, owing and payable in full;

(b) All overdue amounts shall bear interest at the prime overdraft rate charged by the Seller’s bankers at the time of default, calculated from the due date to the date of full payment;

(c) Such interest shall be payable on demand and may be evidenced by a certificate issued by a manager of the Seller’s bankers, whose authority need not be separately proved.

9. LEGAL COSTS

9.1 Should the Seller instruct attorneys to recover any amount due, the Purchaser shall be liable for all legal costs incurred, including collection commission and costs on the scale as between Attorney and Own Client.

10. JURISDICTION AND GOVERNING LAW

10.1 These Conditions of Sale shall be governed by and construed in accordance with the laws of the Republic of South Africa.

10.2 The Purchaser consents to the jurisdiction of the Magistrate’s Court having jurisdiction over the Purchaser, notwithstanding that the amount in dispute may exceed such court’s jurisdiction.

10.3 The Seller shall be entitled, at its sole option, to institute proceedings in any court of competent jurisdiction, including the High Court of South Africa, in which event the Purchaser shall be liable for all applicable legal costs.

11. FORCE MAJEURE

11.1 The Seller shall not be liable for any failure or delay in delivery or performance arising from circumstances beyond its reasonable control, including but not limited to strikes, labour disputes, stock shortages, supply chain disruptions, transport failures, acts of God, governmental action, civil unrest, fire, flooding or other natural disasters.

11.2 No such failure or delay shall entitle the Purchaser to cancel the agreement or claim damages.

12. CERTIFICATE OF INDEBTEDNESS

12.1 A certificate under the hand of the Seller or any authorised representative, whose authority need not be separately proved, shall constitute prima facie proof of the amount of the Purchaser’s indebtedness to the Seller.

12.2 Such certificate shall be valid as a liquid document for the purposes of obtaining provisional sentence or summary judgment in any court of competent jurisdiction.

13. COMPLIANCE WITH LAW

13.1 The Purchaser acknowledges and agrees that these Conditions govern wholesale business-to-business transactions only, and that the provisions of the Consumer Protection Act 68 of 2008 do not apply to the extent permitted by law.

13.2 Nothing herein shall be construed as conferring any consumer rights upon the Purchaser where such rights are expressly excluded or limited in wholesale transactions.

14. GENERAL PROVISIONS

14.1 Severability

If any provision of these Conditions is found to be invalid, unlawful or unenforceable under any applicable law, such provision shall be severed and the remaining provisions shall continue in full force and effect.

14.2 Entire Agreement

These Conditions of Sale, together with any written credit agreement or written amendment signed by both parties, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior discussions, negotiations, representations and agreements, whether oral or written.

14.3 No Waiver

No failure or delay by the Seller in exercising any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any further or other exercise thereof or any other right.

14.4 No Assignment

The Purchaser may not cede, assign or transfer any rights or obligations under these Conditions without the prior written consent of the Seller.

15. AMENDMENT

Exotic Wheel and Tyre reserves the right to amend these Conditions of Sale from time to time. The most current version shall be the version published on the Seller’s website and/or communicated to the Purchaser in writing. Continued trading with the Seller after notification of any amendment shall constitute acceptance of the amended Conditions.

Exotic Wheel and Tyre (Pty) Ltd | 62 Wepener Street, Booysens, Johannesburg | info@ewtgroup.co.za

Cape Town Branch: 20 Mail Street, WP Park | www.ewtgroup.co.za