PHYSICAL RETAIL STORE CONSIGNMENT AGREEMENT

IMPORTANT LEGAL DISCLAIMER

This document sets out the terms and conditions governing the commercial relationship between the parties. The laws of the Republic of South Africa apply, including but not limited to the Consumer Protection Act 68 of 2008 (CPA), the Protection of Personal Information Act 4 of 2013 (POPIA), the Companies Act 71 of 2008, the Value-Added Tax Act 89 of 1991, the Electronic Communications and Transactions Act 25 of 2002 (ECTA), and the common law of contract.

Hardcastle Trading (Pty) Ltd, its directors, officers, employees, agents and representatives accept no liability whatsoever for any loss, damage, claim, cost or expense arising from the use, reliance upon, or implementation of this agreement in its current or any modified form without proper legal review, customisation and advice by qualified legal practitioners retained by the parties.

This agreement is made on the date last written below (the "Commencement Date")

Between:

HARDCASTLE TRADING (PTY) LTD
(Registration Number: 2020/791997/07)
T/A HARDCASTLE GUITAR SUPPLY
("PARTY B", "THE CONSIGNOR" OR "THE SUPPLIER")

And

PARTY A
("PARTY A", "THE CONSIGNEE" OR "THE RETAILER")

(Collectively the "Parties" and individually "a Party")

RECITALS

The parties record as follows:

1. PARTY B is a South African distributor and supplier of premium guitar and bass hardware parts, accessories and related luthiery products (the "Products"), including but not limited to Gotoh tuners, Wilkinson bridges, CTS potentiometers, stainless and other fretwire, switches, and other precision components, marketed under the Hardcastle Guitar Supply brand and such other brands as Party B may from time to time distribute.

2. PARTY B maintains physical possession, ownership and control of all its stock of the Products at its premises and does not transfer title or possession to resellers until a sale to an end customer is completed and fulfilled.

3. PARTY A operates one or more physical retail stores and wishes to offer the Products for sale to end consumers through those physical stores, with Party B providing physical consignment stock to be held, displayed and sold by Party A from its retail premises on a consignment basis.

4. The parties wish to record in writing the full terms and conditions of their commercial relationship, including the consignment discount structure, the supply of physical consignment stock to Party A's premises, sales reporting by Party A, invoicing and payment upon sale of consigned stock, stock reconciliation and audit rights, returns of unsold stock, liability for loss or damage to consigned stock while in Party A's possession, the rights reserved by Party B to deal with other parties and sell directly, the restrictions on Party A's conduct, invoicing, payment, intellectual property, data protection, liability, non-circumvention and all other matters incidental thereto.

Now, therefore, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this agreement, unless the context clearly indicates otherwise, the following words and expressions shall have the meanings assigned to them below and cognate expressions shall have corresponding meanings:

"AGREEMENT" MEANS this physical retail store consignment agreement, including all schedules hereto, as amended from time to time in writing by the parties.

"CONSIGNMENT DISCOUNT" MEANS the forty percent (40%) reduction from the recommended retail price (RRP) that applies to products supplied to Party A on a consignment basis. Accordingly, for each consignment sale, Party A shall pay or account to Party B an amount equal to sixty percent (60%) of the applicable RRP for the product(s) concerned (the "Consignment Supply Price"). This structure is a fixed discount off RRP and is not a commission, royalty or percentage of actual net sale proceeds received by Party A from end customers.

"CONSIGNMENT SALE" MEANS any sale of one or more products by Party A to an end customer from the physical consignment stock supplied by Party B to Party A's physical retail store, where legal title to the product(s) passes from Party B to the end customer upon sale and delivery to the customer at Party A's premises, and Party A never takes legal title to the consigned stock.

"FORCE MAJEURE EVENT" HAS the meaning given in clause 15.2.

"PRODUCTS" MEANS the guitar and bass hardware parts, accessories and related items made available by Party B for consignment and sale from time to time, as more particularly described in the current stock availability list.

"RECOMMENDED RETAIL PRICE" OR "RRP" MEANS the maximum price recommended by Party B for the retail sale of each product to end consumers, as published and updated by Party B in its stock availability list or price lists from time to time. Party A may sell at or below the RRP but shall never sell above it. All displayed and quoted prices, including RRP, are inclusive of VAT at the prevailing rate (currently 15%).

"STOCK AVAILABILITY LIST" OR "STOCK LIST" MEANS the updated list (provided in Excel, Google Sheets, email, shared drive or such other format as Party B may elect) specifying the SKUs currently available for consignment, product descriptions, current RRP, available finishes/variants and indicative stock status.

"WHOLESALE PURCHASE" MEANS a purchase by Party A of products for Party A's own inventory and physical possession, where legal title and risk pass to Party A upon full payment and handover or delivery, as distinct from a consignment sale. On wholesale purchases, Party A shall be entitled to a fifty percent (50%) discount off the recommended retail price (RRP), meaning Party A pays fifty percent (50%) of RRP to Party B.

1.2 Headings are for convenience only and shall not affect the interpretation of this agreement. Words importing the singular include the plural and vice versa. Words importing gender include all genders. References to "including" shall mean "including without limitation". A reference to "writing" or "written" includes email and electronic communication in terms of ECTA. References to clauses are to clauses of this agreement unless otherwise indicated.

2. PARTIES

2.1 PARTY A (THE "CONSIGNEE", "RETAILER" OR "PARTY A"):

2.2 PARTY B (THE "CONSIGNOR", "SUPPLIER" OR "PARTY B"):

Registered Name: Hardcastle Trading (Pty) Ltd
Registration Number: 2020/791997/07
VAT Number: 4150313817
Trading As: Hardcastle Guitar Supply
Physical / Registered Address: 8a Prince Charles Avenue, Westville, Durban, 3610
Email Address For Notices And Order Notifications: admin@thehardcastleco.co.za
Contact Person: Chris Bredenkamp
Telephone: +27 76 44 22 504

3. APPOINTMENT, NON-EXCLUSIVITY AND RESERVED RIGHTS

3.1 APPOINTMENT

Party B hereby appoints Party A, on a non-exclusive basis, as a physical retail reseller and consignee of the Products on the consignment model set out in this agreement. Party A accepts such appointment and agrees to be bound by all the terms and conditions herein.

3.2 NO EXCLUSIVITY ON BRANDS

Party A expressly acknowledges that no exclusivity of any kind (territorial, product, channel, brand or otherwise) is granted under this agreement in respect of any brand supplied by Party B, including but not limited to the Hardcastle Guitar Supply brand and any other brands distributed by Party B.

Party A shall not at any time advertise, promote, represent or imply (whether in its physical store, in marketing materials, on social media, in advertising or otherwise) that it is the sole distributor, exclusive distributor, official distributor, authorised South African distributor or any similar claim implying exclusivity or special status in respect of any brand supplied by Party B.

No verbal statement, email, course of dealing or business practice shall be interpreted as granting exclusivity unless expressly agreed in writing and signed by both parties.

3.3 HARDCASTLE'S RESERVED RIGHTS

Party B reserves the unrestricted right, at its sole and absolute discretion and without any obligation to notify or compensate Party A, to:

(A) Supply other retailers, dealers, distributors, resellers and physical or online marketplaces;

(B) Establish different pricing structures, discount levels, consignment discount rates and wholesale discount levels and trading terms with other customers at its sole discretion;

(C) Sell directly to consumers, businesses, luthiers, installers, repair shops and end users through its own websites, stores, marketplaces and any other sales channels;

(D) Appoint additional distributors or resellers at any time;

(E) Vary, add to or discontinue any products, SKUs, finishes, pricing (including RRP) or stock levels at any time;

(F) Conduct its own sales, promotions, discounts, clearance events and marketing campaigns (including but not limited to Black Friday, Christmas, Boxing Day and other seasonal, flash or unannounced sales events) through its own sales channels at its sole and absolute discretion. Such sales may be unannounced and shall not be subject to any obligation to notify Party A or to match pricing or promotions offered by Party A.

3.4 DIRECT SALES BY PARTY B

When Party B sells products directly to end customers, it undertakes to price such direct sales at levels that are reasonably comparable to the prices at which Party A is then offering the same or materially similar products in its physical store. This obligation is one of good faith and does not require Party B to match every promotion or temporary discount offered by Party A.

3.5 NO PARTNERSHIP OR AGENCY

Nothing in this agreement shall be construed as creating a partnership, joint venture, agency, franchise or employment relationship between the parties. Party A is and shall remain an independent contractor. Party A has no authority (express or implied) to bind Party B or to make any representation or warranty on Party B's behalf to any third party beyond the accurate use of the product information and images supplied by Party B.

4. CONSIGNMENT MODEL, STOCK SUPPLY AND INVENTORY ACCURACY

4.1 STOCK SUBJECT TO AVAILABILITY

All supply of products under this agreement is strictly subject to stock availability at the time Party B receives a request or order from Party A. Party B gives no warranty or guarantee as to the availability of any particular product, SKU, finish or quantity at any time.

4.2 NO RESERVATION OF STOCK

Party B shall not be obligated to reserve, allocate, hold or set aside any stock for Party A unless expressly agreed in writing. All stock shall be allocated on a first-paid, first-served basis and remains subject to availability at the time an order or replenishment request is accepted and paid for (where applicable). Nothing in this agreement shall be interpreted as creating any obligation on Party B to maintain minimum stock levels or reserve inventory for Party A.

4.3 INVENTORY ACCURACY

Stock levels and inventory information supplied by Party B are estimates only. Party A acknowledges that inventory availability may change without notice due to sales, supplier shortages, discontinued products, shipping delays, manufacturer constraints or inventory corrections. Party B shall not be liable for any losses arising from stock shortages or inventory discrepancies.

4.4 CONSIGNMENT ARRANGEMENT

All consignment stock shall remain the sole and exclusive property of Party B until sold to an end customer in Party A's physical retail store. Party A shall not obtain ownership of any consignment stock unless it is separately purchased wholesale from Party B in accordance with clause 10. Party A shall not pledge, charge, encumber or otherwise deal with consignment stock in any manner inconsistent with Party B's ownership.

5. IMAGERY, STOCK LISTS AND MARKETING MATERIALS

5.1 PROVISION OF MATERIALS

Party B may provide Party A with product images, descriptions, specifications, logos, point-of-sale materials and marketing materials for use in Party A's physical retail store. Party B shall also provide updated stock availability lists from time to time.

5.2 USE OF MATERIALS

Party A agrees to use reasonable efforts to maintain accurate product displays, pricing and stock information in its physical store. All images, product data, logos, branding and marketing materials remain the intellectual property of Party B or its suppliers.

5.3 NO ALTERATION

Party A shall not alter, edit, crop, add watermarks or modify any product images, packaging imagery or point-of-sale materials in any way that misrepresents the product or Party B's branding.

6. DISPLAY, BRANDING, ADVERTISING AND SALES RESTRICTIONS

6.1 DISPLAY AND SALE RESTRICTIONS

Party A shall, when displaying and selling the Products in its physical retail store:

(A) Use only the images, product names, SKUs, descriptions and point-of-sale materials supplied or expressly approved in writing by Party B;

(B) Never alter, repackage, relabel, remove, obscure or modify the physical packaging, labelling, barcodes or any part of any product;

(C) Sell each product at a price not exceeding the current RRP published by Party B (price gouging above RRP is strictly prohibited and constitutes a material breach);

(D) Accurately represent all products and shall not make claims regarding specifications, warranties, performance, availability, origin or compatibility that have not been approved or supplied by Party B.

6.2 NO SOLE OR EXCLUSIVE DISTRIBUTOR CLAIMS ON BRANDS

Party A shall not advertise, promote, represent or imply (whether in its physical store, in marketing materials, on social media, in paid advertising or otherwise) that it is the sole distributor, exclusive distributor, official distributor, authorised South African distributor or any similar claim implying exclusivity or special status in respect of the Hardcastle Guitar Supply brand or any other brand supplied by Party B. Party A may accurately state that it offers "Genuine products supplied by Hardcastle Trading (Pty) Ltd t/a Hardcastle Guitar Supply".

6.3 MARKETPLACE AND ONLINE SALES RESTRICTIONS

Party A shall not list, advertise for sale, offer for sale or sell any products on any third-party online marketplaces or e-commerce platforms (including but not limited to Takealot, Amazon, eBay, Bidorbuy, Facebook Marketplace, Gumtree or similar platforms) without prior written approval from Party B. Party B reserves the right to approve or reject such activity on a case-by-case basis. Any unauthorised online listing or sale constitutes a material breach of this agreement.

For the avoidance of doubt, this agreement is intended for physical retail store operations. Party A is permitted to run local in-store promotions and limited local advertising (including newspaper, radio or physical flyers) that promote the Products, provided such advertising does not claim exclusivity or breach any other provision of this agreement and complies with the minimum advertised price policy in clause 7.4.

6.4 MISREPRESENTATION

Party A shall indemnify and hold Party B harmless against any claims, damages or losses arising from inaccurate, misleading or unauthorised representations made by Party A regarding the Products.

7. PRICING POLICY

7.1 Party A shall adhere to Party B's published retail pricing policies and recommended retail prices (RRP). All displayed and quoted prices, including RRP, are inclusive of VAT at the prevailing rate (currently 15%).

7.2 Party A shall not excessively mark up, price gouge or otherwise sell products at prices deemed unreasonable by Party B.

7.3 Any promotional pricing, discounts or special offers materially below recommended retail pricing should be approved by Party B in advance where reasonably practicable.

7.4 MINIMUM ADVERTISED PRICE (MAP)

Party A shall not advertise, display, promote, market or offer any product below the minimum advertised price ("MAP") determined and published by Party B from time to time without the prior written consent of Party B. Party B reserves the right to amend MAP pricing at any time by written notice. Repeated or material breaches of the MAP policy shall constitute a material breach of this agreement and may result in immediate suspension or termination of Party A's reseller privileges.

8. STOCK SUPPLY, DISPLAY, SALES REPORTING, RECONCILIATION AND LIABILITY

8.1 DELIVERY AND SUPPLY OF CONSIGNMENT STOCK

Party B shall supply physical consignment stock to Party A's retail premises from time to time as agreed between the parties and subject to stock availability. Delivery shall be made to the physical address specified in clause 2.1 or such other location as the parties may agree in writing. Party A shall inspect all stock upon receipt and shall notify Party B in writing of any shortages, damages or discrepancies within forty-eight (48) hours of delivery. Failure to notify shall constitute acceptance of the stock in good order and condition.

8.2 DISPLAY AND CARE OF CONSIGNED STOCK

Party A shall display the consigned products prominently, professionally and in good condition in its physical retail store. Party A shall take all reasonable care to protect the consigned stock from loss, damage, theft, deterioration or unauthorised removal and shall maintain adequate security measures and insurance covering the full RRP value of all consigned stock while it is in Party A's possession or control. Party A acknowledges that all consigned stock remains the sole and exclusive property of Party B at all times until sold to an end customer.

8.3 SALES REPORTING

Party A shall provide Party B with accurate written sales reports on a weekly basis (or such other frequency as the parties may agree in writing). Each sales report must be submitted within three (3) business days after the end of the reporting period and shall include at minimum: the reporting period dates, full product SKUs and quantities sold from consigned stock during the period, and any other information reasonably requested by Party B. Party A warrants that all sales reports shall be true, complete and accurate.

8.4 INVOICING UPON REPORTED SALES

Upon receipt and verification of a valid sales report, Party B shall issue a tax invoice to Party A for the consignment supply price (sixty percent (60%) of RRP) for all products reported as sold during the reporting period, plus VAT at the prevailing rate where applicable. Invoices shall reference the relevant sales report period.

8.5 PAYMENT TERMS

Party A shall pay the full amount of each invoice within seven (7) business days of the invoice date (or such other payment terms as Party B may agree in writing). Payment shall be made by electronic funds transfer (EFT) to Party B's nominated bank account. No further consignment stock will be supplied while any invoice remains overdue.

8.6 LATE PAYMENT

Any amount not paid in accordance with these terms shall bear interest at the rate from time to time prescribed under the Prescribed Rate of Interest Act 55 of 1975 or the National Credit Act 34 of 2005, calculated daily and compounded monthly from the due date until date of actual payment in full.

8.7 STOCK RECONCILIATION AND AUDIT RIGHTS

Party B reserves the right, upon reasonable written notice of not less than five (5) business days, to conduct physical stock counts, reconciliations and audits at Party A's retail premises during normal business hours. Party A shall provide full cooperation, access to all areas where consigned stock is stored or displayed, and access to all relevant records and personnel. Any consigned stock found to be missing and not properly reported as sold shall be invoiced to Party A at the consignment supply price (sixty percent (60%) of RRP) unless Party A can immediately account for the discrepancy to Party B's satisfaction or returns the stock in good condition.

Party B may conduct such audits no more than once per calendar quarter unless a discrepancy is found or there is reasonable suspicion of non-compliance, in which case additional audits may be conducted at Party A's expense.

8.8 RETURNS OF UNSOLD CONSIGNED STOCK

Party A may return unsold consigned stock to Party B upon reasonable written notice. Returns must be in original, undamaged, resalable condition with all packaging and labelling intact. Party A shall be responsible for the cost of transporting returns to Party B's premises unless otherwise agreed in writing. Party B will issue a credit note for verified returns, which may be applied against future invoices.

8.9 LIABILITY FOR LOSS, DAMAGE OR THEFT OF CONSIGNED STOCK

While any consigned stock is in Party A's possession, custody or control (including during display, storage or handling at Party A's premises), Party A bears the full risk of loss, damage, theft, destruction or deterioration of such stock from any cause whatsoever. Party A shall maintain adequate all-risks insurance covering the full RRP value of all consigned stock at all times. Party A shall indemnify and hold Party B harmless against any loss arising from missing, damaged or stolen consigned stock.

9. CONSIGNMENT DISCOUNT, INVOICING AND PAYMENT – PHYSICAL CONSIGNMENT SALES

9.1 CONSIGNMENT DISCOUNT

When Party A sells products from consigned stock in its physical retail store, Party A shall be entitled to the consignment discount of forty percent (40%) off the recommended retail price (RRP). This is a fixed discount structure based on RRP and is not a commission on actual sale proceeds. Party A shall therefore account to and pay Party B the consignment supply price equal to sixty percent (60%) of the RRP for each product sold from consigned stock. Party A is free to sell the products at or below the RRP to end customers in its physical store and shall retain any margin achieved between the actual net sale proceeds received from the end customer and the consignment supply price due to Party B.

9.2 INVOICING BY PARTY B

Invoices shall be issued by Party B upon verification of Party A's sales reports in accordance with clause 8.4. Each invoice shall reflect the consignment supply price (sixty percent (60%) of RRP) for the quantities sold, plus VAT at 15% (or prevailing rate) where applicable.

9.3 PAYMENT

Payment shall be made in accordance with clause 8.5. Party A must pay the full amount due on each invoice within the specified payment period.

9.4 AUDIT RIGHTS

The audit rights set out in clause 8.7 shall apply to all records relating to consigned stock, sales and payments under this agreement.

9.5 CHARGEBACKS, FRAUD AND PAYMENT REVERSALS

Party A shall remain fully liable for any chargebacks, payment reversals, fraudulent transactions or other payment recovery actions arising from sales generated through Party A's physical store. Any losses incurred by Party B arising from such transactions shall be immediately recoverable from Party A and shall become due and payable upon written demand.

10. WHOLESALE PURCHASES FOR PARTY A'S OWN STOCK

10.1 OPTION TO PURCHASE WHOLESALE

Party A may, from time to time and at its sole option, place orders with Party B to purchase products wholesale for Party A's own inventory and physical possession in its retail store.

10.2 PRICING FOR WHOLESALE PURCHASES

When Party A purchases stock wholesale, Party A shall pay to Party B a purchase price equal to fifty percent (50%) of the recommended retail price (RRP) applicable to the relevant product(s) as published by Party B from time to time. This represents a fifty percent (50%) trade discount / margin to Party A on wholesale purchases for its own stock. All prices are inclusive of VAT at the prevailing rate unless otherwise expressly stated in writing by Party B. Party B shall furnish Party A with its current wholesale pricing or specific quotations upon request.

10.3 TERMS FOR WHOLESALE PURCHASES

Wholesale purchases are governed by separate terms (and not by the consignment, consignment discount or stock supply provisions of this agreement): Party A must place a written order; payment shall be made in advance (or on such credit terms as Party B may grant in writing) before any goods are released or delivered; title and risk pass to Party A upon full payment and physical handover or delivery; Party A may resell such products at its own discretion subject to the restrictions in clause 6.

11. PRODUCT REPRESENTATION, WARRANTIES AND WARRANTY CLAIMS

11.1 ACCURATE REPRESENTATION

Party A shall accurately represent all products and shall not make any claims regarding specifications, warranties, performance, availability, origin or compatibility that have not been approved or supplied by Party B.

11.2 ONE-YEAR WARRANTY

All products supplied under this agreement carry a one (1) year warranty from the date of sale to the end customer, subject to Party B's standard warranty terms and conditions (as published or provided to Party A from time to time). This warranty covers defects in materials and workmanship under normal use and does not cover damage caused by misuse, accident, unauthorised modification or normal wear and tear.

11.3 NO ADDITIONAL WARRANTIES

Party A shall not offer additional warranties, guarantees or undertakings on behalf of Party B without prior written approval.

11.4 WARRANTY ADMINISTRATION

Manufacturer warranties shall apply where applicable. Party B shall assist with warranty administration where reasonably possible but shall not be responsible for warranty obligations beyond those provided by the manufacturer or expressly stated in this agreement.

11.5 INDEMNITY FOR MISREPRESENTATION

Party A shall indemnify and hold Party B harmless against any claims, damages or losses arising from inaccurate or unauthorised representations or warranty claims made by Party A.

12. RETURNS, CANCELLATIONS AND DEFECTS

12.1 PRIOR WRITTEN APPROVAL REQUIRED

No return of stock (whether consignment or wholesale) shall be accepted without prior written approval from Party B.

12.2 NON-RETURNABLE ITEMS

Special-order items, imported items, discontinued products and products specifically ordered for Party A shall be non-returnable.

12.3 APPROVED RETURNS

Returns approved by Party B may be subject to a restocking fee. Shipping costs associated with approved returns of consigned stock shall be borne by Party A unless otherwise agreed in writing.

12.4 DEFECTIVE OR NON-CONFORMING PRODUCTS

If an end customer reports that a product is defective, damaged or does not conform to description, Party A shall notify Party B in writing within forty-eight (48) hours of becoming aware, providing photographs and details. Party B shall, at its sole option, replace, repair, credit or authorise a refund in accordance with its standard policies and the one-year warranty in clause 11.2. Party B's liability for defects is limited to these remedies and does not extend to consequential loss, labour costs or installation costs.

12.5 CUSTOMER RETURNS (CHANGE OF MIND)

Party A is solely responsible for managing and approving all returns and refund requests from its customers in accordance with its published returns policy and the CPA. If a returned product is received back by Party A in original, undamaged, resalable condition with all packaging intact, Party A may request a credit from Party B based on the consignment supply price (sixty percent (60%) of RRP) for the returned products (for consigned stock). Party B will consider such requests reasonably.

13. INTELLECTUAL PROPERTY AND LIMITED LICENCE

13.1 OWNERSHIP

All right, title and interest in and to the Products, the Hardcastle Guitar Supply brand, any other brands distributed by Party B, all trademarks, trade names, logos, product designs, packaging designs, images, photographs, descriptions, specifications, catalogues, artwork, technical specifications and marketing materials remain the exclusive property of Party B or its licensors/suppliers.

13.2 LIMITED LICENCE

Party B grants Party A a limited, revocable, non-exclusive, non-transferable, royalty-free licence to reproduce and display the product images, use the product names/SKUs and use approved point-of-sale materials solely for the purpose of displaying, promoting and selling the Products in Party A's physical retail store during the term of this agreement. This licence terminates automatically upon termination or expiry of this agreement.

13.3 RESTRICTIONS

Party A shall not alter, modify or create derivative works from any images or materials supplied by Party B; register any domain name, social media account or trademark containing "Hardcastle" or any other mark of Party B; or use Party B's branding in any manner that suggests partnership, endorsement, sponsorship or exclusivity beyond the accurate statement permitted in clause 6.2.

13.4 POST-TERMINATION

Upon termination or expiry of this agreement, Party A shall, within seven (7) days, permanently remove all product displays, signage, images, descriptions and references to Party B's brands from its physical store and, if requested, return or securely destroy any materials provided by Party B.

14. CUSTOMER OWNERSHIP AND NON-CIRCUMVENTION

14.1 CUSTOMER OWNERSHIP

All customer information obtained through sales conducted by Party A remains the property of Party A. However, Party B shall not be restricted from selling to any customer, business, dealer, retailer, installer, repair shop or end user, regardless of whether such customer has previously purchased through Party A. Nothing in this agreement creates ownership rights over customers, territories or sales channels for Party A.

14.2 NON-POACHING AND MARKETING DATABASE RESTRICTION

Party B agrees that it shall not, during the term of this agreement and for a period of twelve (12) months following termination or expiry of this agreement, directly or indirectly poach, solicit, canvass or approach any end customer who has purchased Products through Party A's physical retail store for the purpose of supplying such customer directly and thereby circumventing or bypassing Party A. Furthermore, Party B shall not add, import or incorporate any personal information or contact details of such customers (obtained by virtue of Party A's sales activities) into its own marketing databases, email subscriber lists, CRM systems or any other database used for direct marketing purposes, without the prior written consent of Party A and in full compliance with POPIA and all applicable data protection laws.

14.3 NON-CIRCUMVENTION AND SUPPLIER PROTECTION

Party A acknowledges that Party B has invested substantial time, effort, expense and commercial resources in establishing relationships with manufacturers, suppliers, distributors, brand owners and distribution partners.

Accordingly, Party A shall not, directly or indirectly, approach, solicit, negotiate with, establish supply arrangements with, purchase from or otherwise attempt to transact directly with any supplier, manufacturer, brand owner, distributor or commercial partner introduced by Party B for the purpose of bypassing Party B.

This restriction shall apply during the term of this agreement and shall continue for a period of twenty-four (24) months following termination or expiry of this agreement.

Party A further undertakes not to assist, encourage, facilitate or participate in any arrangement designed to circumvent Party B's commercial relationships.

Any breach of this clause shall constitute a material breach of this agreement and shall entitle Party B to seek immediate injunctive relief, damages and all other remedies available at law.

15. LIMITATION OF LIABILITY AND FORCE MAJEURE

15.1 EXCLUSION OF CONSEQUENTIAL DAMAGES

Neither party shall be liable to the other for any indirect, incidental, special, consequential, punitive or exemplary damages, nor for any loss of profits, revenue, sales, data, goodwill or business opportunity, even if advised of the possibility of such loss.

15.2 FORCE MAJEURE

Neither party shall be liable for any failure or delay in performing its obligations under this agreement if and to the extent that such failure or delay results from a Force Majeure Event. A "Force Majeure Event" includes acts of God, natural disasters, war, terrorism, civil unrest, government actions, pandemics, epidemics, strikes (excluding the affected party's own employees), supplier shortages, transport disruptions, power failures, internet outages or courier failures. The affected party shall give prompt notice and use reasonable endeavours to mitigate the effects.

15.3 CAP ON LIABILITY

Subject to clause 15.4, the total aggregate liability of either party under or in connection with this agreement shall not exceed the total amounts actually paid or payable by Party A to Party B under this agreement during the twelve (12) month period immediately preceding the claim.

15.4 EXCEPTIONS

The limitations in clauses 15.1 and 15.3 shall not apply to fraud, fraudulent misrepresentation, wilful misconduct, death or personal injury caused by negligence, Party A's payment obligations or any liability that cannot be excluded or limited by applicable South African law.

16. INDEMNITY

16.1 INDEMNITY BY PARTY A

Party A hereby indemnifies, defends and holds harmless Party B and its directors, officers, employees, agents and affiliates from and against any and all claims, damages, losses, costs (including reasonable legal fees on an attorney-and-client scale) and expenses arising out of or in connection with: (a) any breach of this agreement or any negligent or wrongful act or omission by Party A; (b) any misrepresentation of products by Party A; (c) any violation by Party A of the CPA, POPIA or other applicable laws; (d) any claim that Party A's store, marketing or use of images infringes third-party rights; (e) any product liability claim to the extent caused or contributed to by Party A's conduct; or (f) any loss, damage or theft of consigned stock while in Party A's possession or control.

16.2 INDEMNITY BY PARTY B

Party B hereby indemnifies Party A against claims that the Products as supplied infringe third-party intellectual property rights, provided Party A gives prompt notice, allows Party B sole control of the defence and does not settle without Party B's consent.

17. REPUTATION PROTECTION

Party A shall conduct itself in a professional manner and shall not make defamatory, misleading, damaging or disparaging statements regarding Party B, its employees, suppliers, brands or products. Any conduct which materially damages the reputation of Party B may constitute grounds for immediate termination of this agreement.

18. TERM, TERMINATION AND CONSEQUENCES

18.1 TERM

This agreement commences on the date of signature by the last party ("Commencement Date") and shall continue for an initial period of twelve (12) months. Thereafter it shall automatically renew for successive twelve (12) month periods unless either party gives written notice of non-renewal at least thirty (30) days prior to expiry of the then-current term.

18.2 TERMINATION FOR CONVENIENCE

Either party may terminate this agreement for any reason by giving the other party thirty (30) days' prior written notice.

18.3 TERMINATION FOR CAUSE

Either party may terminate this agreement immediately by written notice if the other party: (a) commits a material breach and fails to remedy it within fourteen (14) days of written notice; (b) becomes insolvent, enters business rescue or liquidation, or has a receiver appointed; (c) ceases to carry on business; or (d) undergoes a change of control without prior written consent (such consent not to be unreasonably withheld).

18.4 IMMEDIATE TERMINATION BY PARTY B

Party B may terminate this agreement immediately if Party A: breaches branding, display or sales restrictions; misrepresents products; fails to make payment when due; violates pricing policies; fails to provide accurate sales reports; or damages the reputation of Party B or its brands.

18.5 SUSPENSION RIGHTS

Without prejudice to any other rights available to Party B, Party B may immediately suspend the supply of any further consignment stock where:

(A) Any amount owing by Party A is overdue;

(B) Party A is in breach of any provision of this agreement;

(C) Party B reasonably suspects fraud, unlawful conduct, payment irregularities or misrepresentation;

(D) Party B reasonably believes that its intellectual property, brands, supplier relationships, goodwill, reputation or commercial interests may be prejudiced;

(E) Party A has failed to provide accurate sales reports or information reasonably required by Party B.

Such suspension shall not constitute a breach of this agreement by Party B and shall remain in effect until the relevant issue has been resolved to Party B's reasonable satisfaction.

18.6 CONSEQUENCES OF TERMINATION

Upon termination or expiry: all outstanding invoices become immediately due; Party A shall immediately cease all display, marketing and sale of the Products and remove all related signage and materials from its physical store within seven (7) days; any unsold consigned stock shall be returned to Party B at Party A's cost (unless otherwise agreed); and the provisions of clauses 12 (Returns), 13 (IP), 14 (Customer Ownership, Non-Poaching and Non-Circumvention), 16 (Indemnity), 17 (Reputation), 19 (Confidentiality), 20 (Survival) and 21 (General) shall survive.

19. CONFIDENTIALITY

Each party undertakes to treat as strictly confidential and not to disclose to any third party any confidential or proprietary information belonging to or received from the other party, including pricing structures, consignment discount rates, wholesale pricing, stock lists, customer data and the commercial terms of this agreement. The obligation survives termination for three (3) years. Exceptions apply for information that is or becomes public through no fault of the receiving party, was already known without confidentiality obligation, is independently developed, or is required to be disclosed by law (with prior notice if permitted).

20. SURVIVAL

The provisions relating to confidentiality, intellectual property, indemnity, non-circumvention, payment obligations, limitation of liability, reputation protection and any other provisions which by their nature should survive, shall survive termination or expiry of this agreement.

21. GENERAL PROVISIONS

21.1 ENTIRE AGREEMENT

This agreement (including its schedules and any documents expressly incorporated by reference) constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, warranties and agreements (whether oral or written) relating to its subject matter. Each party acknowledges that it has not relied on any representation except as expressly set out herein.

21.2 SUPREMACY OF AGREEMENT

In the event of any conflict between this agreement and any prior quotation, proposal, email correspondence, verbal discussion, representation, catalogue, advertisement, purchase order or other communication between the parties, the provisions of this agreement shall prevail.

21.3 AMENDMENTS

No amendment, variation or waiver of any provision shall be effective unless made in writing and signed by authorised representatives of both parties.

21.4 SEVERABILITY

If any provision is held to be invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid and enforceable, or severed if modification is not possible. The remaining provisions shall continue in full force.

21.5 WAIVER

The failure or delay of either party to enforce any right shall not constitute a waiver. Any waiver must be in writing and signed to be effective.

21.6 NOTICES

All notices shall be in writing and deemed duly given when delivered personally, sent by email with confirmation of receipt (deemed received on the next business day), or sent by prepaid registered post or nationally recognised courier to the addresses in clause 2 (deemed received on the fifth business day after posting). Either party may change its address for notices by written notice to the other.

21.7 ASSIGNMENT

Neither party may assign or transfer this agreement without prior written consent, except that Party B may assign it to any affiliate or successor without consent. Any attempted assignment in violation of this clause is void.

21.8 COUNTERPARTS AND ELECTRONIC EXECUTION

This agreement may be executed in counterparts. Electronic signatures, scanned signatures and electronically transmitted copies (PDF or via platforms such as DocuSign or Adobe Sign) are valid and enforceable in accordance with ECTA.

21.9 COSTS

Each party shall bear its own costs of negotiating and preparing this agreement. Any stamp duty or similar levy shall be borne equally unless otherwise required by law.

21.10 RECOVERY OF LEGAL COSTS

Should either party be required to institute legal proceedings, arbitration proceedings, debt collection proceedings or any other enforcement action arising from or relating to this agreement, the successful party shall be entitled to recover all legal costs, collection costs, tracing costs, disbursements and related expenses on the attorney-and-client scale.

21.11 FURTHER ASSURANCE

Each party shall execute all such documents and do all such acts as the other party may reasonably require to give full effect to this agreement.

21.12 RELATIONSHIP OF THE PARTIES

The parties are independent contractors. Nothing creates a partnership, joint venture, agency or employment relationship.

21.13 GOVERNING LAW AND JURISDICTION

This agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa. The parties irrevocably consent to the jurisdiction of the courts of Gauteng, South Africa, in respect of any dispute, claim or matter arising from or connected with this agreement. Nothing in this clause shall prevent Party B from seeking urgent, interim or injunctive relief in any court of competent jurisdiction.

END OF AGREEMENT