Terms & conditions

The Terms & conditions were last updated on Feb 28, 2022

1. Introduction

These Terms and conditions apply to this website and to the transactions related to our products and services. You may be bound by additional contracts related to your relationship with us or any products or services that you receive from us. If any provisions of the additional contracts conflict with any provisions of these Terms, the provisions of these additional contracts will control and prevail.

2. Binding

By registering with, accessing, or otherwise using this website, you hereby agree to be bound by these Terms and conditions set forth below. The mere use of this website implies the knowledge and acceptance of these Terms and conditions. In some particular cases, we can also ask you to explicitly agree.

3. Electronic communication

By using this website or communicating with us by electronic means, you agree and acknowledge that we may communicate with you electronically on our website or by sending an email to you, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement, including but not limited to the requirement that such communications should be in writing.

4. Intellectual property

We or our licensors own and control all of the copyright and other intellectual property rights in the website and the data, information, and other resources displayed by or accessible within the website.

4.1 All the rights are reserved

Unless specific content dictates otherwise, you are not granted a license or any other right under Copyright, Trademark, Patent, or other Intellectual Property Rights. This means that you will not use, copy, reproduce, perform, display, distribute, embed into any electronic medium, alter, reverse engineer, decompile, transfer, download, transmit, monetize, sell, market, or commercialize any resources on this website in any form, without our prior written permission, except and only insofar as otherwise stipulated in regulations of mandatory law (such as the right to quote).

5. Newsletter

Notwithstanding the foregoing, you may forward our newsletter in the electronic form to others who may be interested in visiting our website.

6. Third-party property

Our website may include hyperlinks or other references to other party’s websites. We do not monitor or review the content of other party’s websites which are linked to from this website. Products or services offered by other websites shall be subject to the applicable Terms and Conditions of those third parties. Opinions expressed or material appearing on those websites are not necessarily shared or endorsed by us.

We will not be responsible for any privacy practices or content of these sites. You bear all risks associated with the use of these websites and any related third-party services. We will not accept any responsibility for any loss or damage in whatever manner, however caused, resulting from your disclosure to third parties of personal information.

7. Responsible use

By visiting our website, you agree to use it only for the purposes intended and as permitted by these Terms, any additional contracts with us, and applicable laws, regulations, and generally accepted online practices and industry guidelines. You must not use our website or services to use, publish or distribute any material which consists of (or is linked to) malicious computer software; use data collected from our website for any direct marketing activity, or conduct any systematic or automated data collection activities on or in relation to our website.

Engaging in any activity that causes, or may cause, damage to the website or that interferes with the performance, availability, or accessibility of the website is strictly prohibited.

8. Registration

You may register for an account with our website. During this process, you may be required to choose a password. You are responsible for maintaining the confidentiality of passwords and account information and agree not to share your passwords, account information, or secured access to our website or services with any other person. You must not allow any other person to use your account to access the website because you are responsible for all activities that occur through the use of your passwords or accounts. You must notify us immediately if you become aware of any disclosure of your password.

After account termination, you will not attempt to register a new account without our permission.

9. Refund and Return policy

9.1 Right of withdrawal

You have the right to withdraw from this contract within 14 days without giving any reason.

The withdrawal period will expire after 14 days from the day on which you acquire, or a third-party other than the carrier and indicated by you acquires, physical possession of the goods.

To exercise the right of withdrawal, you must inform us of your decision to withdraw from this contract by an unequivocal statement (for example a letter sent by post, fax, or email). Our contact details can be found below. You may use the attached model withdrawal form, but it is not obligatory.

You can also electronically fill in and submit the model withdrawal form or any other unequivocal statement on our website.

If you use this option, we will communicate to you an acknowledgement of receipt of such a withdrawal on a durable medium (for example by email) without delay.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

9.2 Effects of withdrawal

If you withdraw from this contract, we shall reimburse you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

We will collect the goods.

You will have to bear the direct cost of returning the goods.

You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics, and functioning of the goods.

Please note that there are some legal exceptions to the right to withdraw, and some items can therefore not be returned or exchanged.  We will let you know if this applies in your particular case.

10. Idea submission

Do not submit any ideas, inventions, works of authorship, or other information that can be considered your own intellectual property that you would like to present to us unless we have first signed an agreement regarding the intellectual property or a non-disclosure agreement. If you disclose it to us absent such written agreement, you grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media.

11. Termination of use

We may, in our sole discretion, at any time modify or discontinue access to, temporarily or permanently, the website or any Service thereon. You agree that we will not be liable to you or any third party for any such modification, suspension or discontinuance of your access to, or use of, the website or any content that you may have shared on the website. You will not be entitled to any compensation or other payment, even if certain features, settings, and/or any Content you have contributed or have come to rely on, are permanently lost. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

12. Warranties and liability

Nothing in this section will limit or exclude any warranty implied by law that it would be unlawful to limit or to exclude. This website and all content on the website are provided on an “as is” and “as available” basis and may include inaccuracies or typographical errors. We expressly disclaim all warranties of any kind, whether express or implied, as to the availability, accuracy, or completeness of the Content. We make no warranty that:

  • this website or our products or services will meet your requirements;
  • this website will be available on an uninterrupted, timely, secure, or error-free basis;
  • the quality of any product or service purchased or obtained by you through this website will meet your expectations.

Nothing on this website constitutes or is meant to constitute, legal, financial or medical advice of any kind. If you require advice you should consult an appropriate professional.

The following provisions of this section will apply to the maximum extent permitted by applicable law and will not limit or exclude our liability in respect of any matter which it would be unlawful or illegal for us to limit or to exclude our liability. In no event will we be liable for any direct or indirect damages (including any damages for loss of profits or revenue, loss or corruption of data, software or database, or loss of or harm to property or data) incurred by you or any third party, arising from your access to, or use of, our website.

Except to the extent any additional contract expressly states otherwise, our maximum liability to you for all damages arising out of or related to the website or any products and services marketed or sold through the website, regardless of the form of legal action that imposes liability (whether in contract, equity, negligence, intended conduct, tort or otherwise) will be limited to the total price that you paid to us to purchase such products or services or use the website. Such limit will apply in the aggregate to all of your claims, actions and causes of action of every kind and nature.

13. Privacy

To access our website and/or services, you may be required to provide certain information about yourself as part of the registration process. You agree that any information you provide will always be accurate, correct, and up to date.

We take your personal data seriously and are committed to protecting your privacy. We will not use your email address for unsolicited mail. Any emails sent by us to you will only be in connection with the provision of agreed products or services.

We have developed a policy to address any privacy concerns you may have. For more information, please see our Privacy Statement and our Cookie Policy.

14. Accessibility

We are committed to making the content we provide accessible to individuals with disabilities. If you have a disability and are unable to access any portion of our website due to your disability, we ask you to give us a notice including a detailed description of the issue you encountered. If the issue is readily identifiable and resolvable in accordance with industry-standard information technology tools and techniques we will promptly resolve it.

15. Export restrictions / Legal compliance

Access to the website from territories or countries where the Content or purchase of the products or Services sold on the website is illegal is prohibited. You may not use this website in violation of export laws and regulations of South Africa.

16. Affiliate marketing

Through this Website we may engage in affiliate marketing whereby we receive a percentage of or a commission on the sale of services or products on or through this website. We may also accept sponsorships or other forms of advertising compensation from businesses. This disclosure is intended to comply with legal requirements on marketing and advertising which may apply, such as the US Federal Trade Commission Rules.

17. Assignment

You may not assign, transfer or sub-contract any of your rights and/or obligations under these Terms and conditions, in whole or in part, to any third party without our prior written consent. Any purported assignment in violation of this Section will be null and void.

18. Breaches of these Terms and conditions

Without prejudice to our other rights under these Terms and Conditions, if you breach these Terms and Conditions in any way, we may take such action as we deem appropriate to deal with the breach, including temporarily or permanently suspending your access to the website, contacting your internet service provider to request that they block your access to the website, and/or commence legal action against you.

19. Force majeure

Except for obligations to pay money hereunder, no delay, failure or omission by either party to carry out or observe any of its obligations hereunder will be deemed to be a breach of these Terms and conditions if and for as long as such delay, failure or omission arises from any cause beyond the reasonable control of that party.

20. Indemnification

You agree to indemnify, defend and hold us harmless, from and against any and all claims, liabilities, damages, losses and expenses, relating to your violation of these Terms and conditions, and applicable laws, including intellectual property rights and privacy rights. You will promptly reimburse us for our damages, losses, costs and expenses relating to or arising out of such claims.

21. Waiver

Failure to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any Agreement or any part thereof, or the right thereafter to enforce each and every provision.

22. Language

These Terms and Conditions will be interpreted and construed exclusively in English. All notices and correspondence will be written exclusively in that language.

23. Entire agreement

These Terms and Conditions, together with our privacy statement and cookie policy, constitute the entire agreement between you and Auto Korea CC in relation to your use of this website.

24. Updating of these Terms and conditions

We may update these Terms and Conditions from time to time. The date provided at the beginning of these Terms and Conditions is the latest revision date. We will give you a written notice of any changes or updates, and the revised Terms and Conditions will become effective from the date that we give you such a notice. Your continued use of this website following the posting of changes or updates will be considered notice of your acceptance to abide by and be bound by these Terms and Conditions. To request a prior version of these Terms and conditions, please contact us.

25. Choice of Law and Jurisdiction

These Terms and Conditions shall be governed by the laws of South Africa. Any disputes relating to these Terms and Conditions shall be subject to the jurisdiction of the courts of South Africa. If any part or provision of these Terms and Conditions is found by a court or other authority to be invalid and/or unenforceable under applicable law, such part or provision will be modified, deleted and/or enforced to the maximum extent permissible so as to give effect to the intent of these Terms and Conditions. The other provisions will not be affected.

26. Contact information

This website is owned and operated by Auto Korea CC.

You may contact us regarding these Terms and Conditions through our contact page.

27. Download

You can also download our Terms and Conditions as a PDF.

GENERAL TERMS & CONDITIONS

The General Terms & conditions were last updated on February 9, 2022

1. Introduction

These Terms and conditions apply to this website and to the transactions related to our products and services. You may be bound by additional contracts related to your relationship with us or any products or services that you receive from us. If any provisions of the additional contracts conflict with any provisions of these Terms, the provisions of these additional contracts will control and prevail.

2. Binding

By registering with, accessing, or otherwise using this website, you hereby agree to be bound by these Terms and conditions set forth below. The mere use of this website implies the knowledge and acceptance of these Terms and conditions. In some particular cases, we can also ask you to explicitly agree.

3. Electronic communication

By using this website or communicating with us by electronic means, you agree and acknowledge that we may communicate with you electronically on our website or by sending an email to you, and you agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement, including but not limited to the requirement that such communications should be in writing.

4. Intellectual property

We or our licensors own and control all of the copyright and other intellectual property rights in the website and the data, information, and other resources displayed by or accessible within the website.

4.1 All the rights are reserved

Unless specific content dictates otherwise, you are not granted a license or any other right under Copyright, Trademark, Patent, or other Intellectual Property Rights. This means that you will not use, copy, reproduce, perform, display, distribute, embed into any electronic medium, alter, reverse engineer, decompile, transfer, download, transmit, monetize, sell, market, or commercialize any resources on this website in any form, without our prior written permission, except and only insofar as otherwise stipulated in regulations of mandatory law (such as the right to quote).

5. Newsletter

Notwithstanding the foregoing, you may forward our newsletter in the electronic form to others who may be interested in visiting our website.

6. Third-party property

Our website may include hyperlinks or other references to other party’s websites. We do not monitor or review the content of other party’s websites which are linked to from this website. Products or services offered by other websites shall be subject to the applicable Terms and Conditions of those third parties. Opinions expressed or material appearing on those websites are not necessarily shared or endorsed by us.

We will not be responsible for any privacy practices or content of these sites. You bear all risks associated with the use of these websites and any related third-party services. We will not accept any responsibility for any loss or damage in whatever manner, however caused, resulting from your disclosure to third parties of personal information.

7. Responsible use

By visiting our website, you agree to use it only for the purposes intended and as permitted by these Terms, any additional contracts with us, and applicable laws, regulations, and generally accepted online practices and industry guidelines. You must not use our website or services to use, publish or distribute any material which consists of (or is linked to) malicious computer software; use data collected from our website for any direct marketing activity, or conduct any systematic or automated data collection activities on or in relation to our website.

Engaging in any activity that causes, or may cause, damage to the website or that interferes with the performance, availability, or accessibility of the website is strictly prohibited.

8. Registration

You may register for an account with our website. During this process, you may be required to choose a password. You are responsible for maintaining the confidentiality of passwords and account information and agree not to share your passwords, account information, or secured access to our website or services with any other person. You must not allow any other person to use your account to access the website because you are responsible for all activities that occur through the use of your passwords or accounts. You must notify us immediately if you become aware of any disclosure of your password.

After account termination, you will not attempt to register a new account without our permission.

9. Refund and Return policy

9.1 Right of withdrawal

You have the right to withdraw from this contract within 14 days without giving any reason.

The withdrawal period will expire after 14 days from the day on which you acquire, or a third-party other than the carrier and indicated by you acquires, physical possession of the goods.

To exercise the right of withdrawal, you must inform us of your decision to withdraw from this contract by an unequivocal statement (for example a letter sent by post, fax, or email). Our contact details can be found below. You may use the attached model withdrawal form, but it is not obligatory.

You can also electronically fill in and submit the model withdrawal form or any other unequivocal statement on our website.

If you use this option, we will communicate to you an acknowledgement of receipt of such a withdrawal on a durable medium (for example by email) without delay.

To meet the withdrawal deadline, it is sufficient for you to send your communication concerning your exercise of the right of withdrawal before the withdrawal period has expired.

9.2 Effects of withdrawal

If you withdraw from this contract, we shall reimburse you all payments received from you, including the costs of delivery (with the exception of the supplementary costs resulting from your choice of a type of delivery other than the least expensive type of standard delivery offered by us), without undue delay and in any event not later than 14 days from the day on which we are informed about your decision to withdraw from this contract. We will carry out such reimbursement using the same means of payment as you used for the initial transaction unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of such reimbursement.

We will collect the goods.

You will have to bear the direct cost of returning the goods.

You are only liable for any diminished value of the goods resulting from the handling other than what is necessary to establish the nature, characteristics, and functioning of the goods.

Please note that there are some legal exceptions to the right to withdraw, and some items can therefore not be returned or exchanged.  We will let you know if this applies in your particular case.

10. Idea submission

Do not submit any ideas, inventions, works of authorship, or other information that can be considered your own intellectual property that you would like to present to us unless we have first signed an agreement regarding the intellectual property or a non-disclosure agreement. If you disclose it to us absent such written agreement, you grant to us a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, store, adapt, publish, translate and distribute your content in any existing or future media.

11. Termination of use

We may, in our sole discretion, at any time modify or discontinue access to, temporarily or permanently, the website or any Service thereon. You agree that we will not be liable to you or any third party for any such modification, suspension or discontinuance of your access to, or use of, the website or any content that you may have shared on the website. You will not be entitled to any compensation or other payment, even if certain features, settings, and/or any Content you have contributed or have come to rely on, are permanently lost. You must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

12. Warranties and liability

Nothing in this section will limit or exclude any warranty implied by law that it would be unlawful to limit or to exclude. This website and all content on the website are provided on an “as is” and “as available” basis and may include inaccuracies or typographical errors. We expressly disclaim all warranties of any kind, whether express or implied, as to the availability, accuracy, or completeness of the Content. We make no warranty that:

  • this website or our products or services will meet your requirements;
  • this website will be available on an uninterrupted, timely, secure, or error-free basis;
  • the quality of any product or service purchased or obtained by you through this website will meet your expectations.

Nothing on this website constitutes or is meant to constitute, legal, financial or medical advice of any kind. If you require advice you should consult an appropriate professional.

The following provisions of this section will apply to the maximum extent permitted by applicable law and will not limit or exclude our liability in respect of any matter which it would be unlawful or illegal for us to limit or to exclude our liability. In no event will we be liable for any direct or indirect damages (including any damages for loss of profits or revenue, loss or corruption of data, software or database, or loss of or harm to property or data) incurred by you or any third party, arising from your access to, or use of, our website.

Except to the extent any additional contract expressly states otherwise, our maximum liability to you for all damages arising out of or related to the website or any products and services marketed or sold through the website, regardless of the form of legal action that imposes liability (whether in contract, equity, negligence, intended conduct, tort or otherwise) will be limited to the total price that you paid to us to purchase such products or services or use the website. Such limit will apply in the aggregate to all of your claims, actions and causes of action of every kind and nature.

13. Privacy

To access our website and/or services, you may be required to provide certain information about yourself as part of the registration process. You agree that any information you provide will always be accurate, correct, and up to date.

We take your personal data seriously and are committed to protecting your privacy. We will not use your email address for unsolicited mail. Any emails sent by us to you will only be in connection with the provision of agreed products or services.

We have developed a policy to address any privacy concerns you may have. For more information, please see our Privacy Statement and our Cookie Policy.

14. Accessibility

We are committed to making the content we provide accessible to individuals with disabilities. If you have a disability and are unable to access any portion of our website due to your disability, we ask you to give us a notice including a detailed description of the issue you encountered. If the issue is readily identifiable and resolvable in accordance with industry-standard information technology tools and techniques we will promptly resolve it.

15. Export restrictions / Legal compliance

Access to the website from territories or countries where the Content or purchase of the products or Services sold on the website is illegal is prohibited. You may not use this website in violation of export laws and regulations of South Africa.

16. Affiliate marketing

Through this Website we may engage in affiliate marketing whereby we receive a percentage of or a commission on the sale of services or products on or through this website. We may also accept sponsorships or other forms of advertising compensation from businesses. This disclosure is intended to comply with legal requirements on marketing and advertising which may apply, such as the US Federal Trade Commission Rules.

17. Assignment

You may not assign, transfer or sub-contract any of your rights and/or obligations under these Terms and conditions, in whole or in part, to any third party without our prior written consent. Any purported assignment in violation of this Section will be null and void.

18. Breaches of these Terms and conditions

Without prejudice to our other rights under these Terms and Conditions, if you breach these Terms and Conditions in any way, we may take such action as we deem appropriate to deal with the breach, including temporarily or permanently suspending your access to the website, contacting your internet service provider to request that they block your access to the website, and/or commence legal action against you.

19. Force majeure

Except for obligations to pay money hereunder, no delay, failure or omission by either party to carry out or observe any of its obligations hereunder will be deemed to be a breach of these Terms and conditions if and for as long as such delay, failure or omission arises from any cause beyond the reasonable control of that party.

20. Indemnification

You agree to indemnify, defend and hold us harmless, from and against any and all claims, liabilities, damages, losses and expenses, relating to your violation of these Terms and conditions, and applicable laws, including intellectual property rights and privacy rights. You will promptly reimburse us for our damages, losses, costs and expenses relating to or arising out of such claims.

21. Waiver

Failure to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any Agreement or any part thereof, or the right thereafter to enforce each and every provision.

22. Language

These Terms and Conditions will be interpreted and construed exclusively in English. All notices and correspondence will be written exclusively in that language.

23. Entire agreement

These Terms and Conditions, together with our privacy statement and cookie policy, constitute the entire agreement between you and Auto Korea CC in relation to your use of this website.

24. Updating of these Terms and conditions

We may update these Terms and Conditions from time to time. The date provided at the beginning of these Terms and Conditions is the latest revision date. We will give you a written notice of any changes or updates, and the revised Terms and Conditions will become effective from the date that we give you such a notice. Your continued use of this website following the posting of changes or updates will be considered notice of your acceptance to abide by and be bound by these Terms and Conditions. To request a prior version of these Terms and conditions, please contact us.

25. Choice of Law and Jurisdiction

These Terms and Conditions shall be governed by the laws of South Africa. Any disputes relating to these Terms and Conditions shall be subject to the jurisdiction of the courts of South Africa. If any part or provision of these Terms and Conditions is found by a court or other authority to be invalid and/or unenforceable under applicable law, such part or provision will be modified, deleted and/or enforced to the maximum extent permissible so as to give effect to the intent of these Terms and Conditions. The other provisions will not be affected.

26. Contact information

This website is owned and operated by Auto Korea CC.

You may contact us regarding these Terms and Conditions through our contact page.

27. Download

You can also download our Terms and Conditions as a PDF.

DISTRIBUTION TERMS

The Distributorship Terms & conditions were last updated on March 9, 2022.

  1. PARTIES

  • The parties to this Agreement are:
      • AUTO KOREA CC / KOREAN MOTOR SPARES CC; and
      • The Distributor.
  • The parties agree as set out below.
  1. INTERPRETATION

    • In this Agreement, unless clearly inconsistent with or otherwise indicated by the context: -
      • the\this Agreement” means the agreement set out in this document and in any schedules hereto;
      • Date of Signature” means the date of signature of this Agreement by the last party signing;
      • Intellectual Property” means all intellectual property rights, including but not limited to discoveries; inventions; designs; processes; know-how; technical know-how; research results; works of authorship; data, databases; trade or business names; domain names; patents and patent applications; trade marks and trade mark applications; rights in any design (registered or unregistered and applications for same); copyright (including rights in computer software and typography rights); confidential and proprietary knowledge and information and any rights protecting same; business goodwill and reputation and rights protecting same; database rights; and all intellectual property rights and forms of protection of a similar nature to any of the foregoing or having an equivalent effect anywhere in the world;
      • Marketing Material” means marketing plans, advertisements, advertising copy, taglines, artwork, formats, layouts and other creative materials, and other advertising, promotional and marketing materials (which may be in video, audio, written or electronic form) and press releases and other public relations materials, plans and programs;
      • Order” means an order placed by the Distributor in respect of the Products;
      • the Parties” shall mean Auto Korea / Korean Motor Spares and the Distributor, and “Party” shall mean either Auto Korea / Korean Motor Spares or the Distributor as the context may indicate;
      • the Products” means the products as set out in Annexure “A”;
      • the Territory” means the geographical area stipulated in Annexure “A”;
      • any reference to natural persons includes legal persons and vice versa;
      • any reference to a gender includes the other genders.
    • Where applicable, meanings ascribed to defined words and expressions as set out in clause 2.1 shall impose substantive obligations on the Parties as provided in the definition concerned.
    • Clause headings in this Agreement have been inserted for convenience only and shall not be taken into account in its interpretation.
    • Words and expressions defined in any sub-clause shall for the purposes of the clause of which that sub-clause forms part, bear the meaning assigned to such words and expressions in that sub-clause.
    • When any number of days are prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a Saturday, Sunday or public holiday of the Republic of South Africa, as the case may be, in which case the last day shall be the next succeeding day, which is not a Saturday, Sunday or public holiday of the Republic of South Africa.
    • Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail.
    • This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Republic of South Africa.
  1. RECORDAL

    • The Products are licensed to and marketed by Auto Korea / Korean Motor Spares.
    • The Distributor has an established distribution network and marketing and sales organisation within the Territory.
    • Auto Korea / Korean Motor Spares wishes to appoint the Distributor as the non-exclusive distributor of the Products in the Territory and the Distributor wishes to accept such appointment subject to the terms and conditions of this Agreement.
    • The Distributor and Auto Korea / Korean Motor Spares wish to record the sale of the Products by Auto Korea / Korean Motor Spares to the Distributor for supply of the Products within the Territory.

            The Parties accordingly agree as set out below.

  1. GRANT OF LICENCE

Subject to the terms and conditions of this Agreement, Auto Korea / Korean Motor Spares hereby grants to the Distributor the non-exclusive right and license to distribute the Products in the Territory.

  1. THE DISTRIBUTOR’S DUTIES

    • The Distributor shall: -
      • provide a six-month rolling forecast to Auto Korea / Korean Motor Spares on a quarterly basis, regarding the quantities of the Products that it intends purchasing;
      • inform Auto Korea / Korean Motor Spares as soon as reasonably possible of any major dispute which may arise between the Distributor and any end customer in respect of the Products or any transaction relating to the Products in which case Auto Korea / Korean Motor Spares shall reserve the right to involve itself and take control of the defense of such dispute and shall notify the Distributor of such decision;
      • inform Auto Korea / Korean Motor Spares of all complaints, information, recommendations or opinions expressed by, or received from end-users relating to the Products; and, with respect to complaints, provide all relevant information to Auto Korea / Korean Motor Spares within 5 (Five) working days, to secure and return samples of the Product as may be required to facilitate an effective investigation;
      • at all times act in good faith in the performance of this Agreement;
      • handle and store the Products in accordance with the provisions as set out in the storage and handling instructions provided together with the Products; and
      • ensure compliance at all times with all relevant laws, statutes, statutory regulations, ordinances and by-laws in force.
    • The Distributor hereby agrees and undertakes not to:
      • sell or promote the Products to customers who are situated or would be expected to use the Products outside of the Territory;
      • make any false or misleading representations concerning the Products or do anything which might injure the reputation or name of Auto Korea / Korean Motor Spares or any of the Products;
      • during the subsistence of this Agreement distribute or support the distribution of any products competing with the Products, or compete with Auto Korea / Korean Motor Spares in any manner whatsoever or directly or indirectly promote any competition with Auto Korea / Korean Motor Spares by any third party.
    • The Distributor shall independently determine the pricing and terms and conditions applicable to the supply of the Products to the end customers.
  1. AUTO KOREA CC / KOREAN MOTOR SPARES CC’S DUTIES

    • Auto Korea / Korean Motor Spares shall: -
      • provide the Distributor with all necessary technical, marketing and sales information pertaining to the Products as may be required by the Distributor in order to supply and distribute the Products;
      • at all times act in good faith in the performance of this Agreement.
  1. SALE AND SUPPLY OF PRODUCTS

    • During the continuance of this Agreement, Auto Korea / Korean Motor Spares shall sell and the Distributor shall purchase such quantities of the Products, as may be ordered by the Distributor from time to time.
    • Orders for the Products shall be placed by the Distributor through Auto Korea / Korean Motor Spares’ ERP system, and shall be given in accordance with the terms and conditions of this Agreement. The Distributor shall pay the ERP System Usage Fee for the use of Auto Korea / Korean Motor Spares’ ERP system as stipulated in Annexure “A” to Auto Korea / Korean Motor Spares, payable in the manner and at such time as Auto Korea / Korean Motor Spares may determine. Auto Korea / Korean Motor Spares reserves the right to increase the usage fee in accordance with major system updates, including and limited to annual increases – in alignment with inflation rates and increases in hosting costs.
    • The distributor will be Liable to pay an R850.00 once off excess fee for each terminal using the Microcat online Epc, and thereafter only be charge again when any updated versions are available and installed.
    • This Agreement shall govern all agreements entered into by the Distributor and Auto Korea / Korean Motor Spares for the supply of the Products.
    • Each Order shall constitute an offer, and an agreement to supply the Products in the quantities ordered shall only come into existence when Auto Korea / Korean Motor Spares accepts the Order.
    • Auto Korea / Korean Motor Spares shall not be obliged to accept any Order. When the number of Products in an Order is unexpectedly high compared to the orders usually placed by the Distributor or to the quantities indicated by the Distributor in its forecast of orders in terms of clause 1.1, Auto Korea / Korean Motor Spares reserves the right to refuse to deliver whole or part of the Order and Auto Korea / Korean Motor Spares will advise the Distributor as soon as possible of such refusal. A reason will be given to the Distributor for the refusal accordingly.
    • In the event that the Distributor and Auto Korea / Korean Motor Spares engage in negotiations over amendments or additions to the conditions, or deletions from this Agreement, then this Agreement, shall govern the supply of the Products until such negotiations are finalised and this Agreement shall only be amended (if at all) by agreement in writing and signed by both Parties. For the purposes of this clause all electronic forms of writing or signature as contemplated in sections 12 and 13 of the Electronic Communications and Transactions Act 25 of 2002 are expressly excluded.
    • The Distributor shall be required to place a minimum initial order for Products to the value of R50000.00 (Fifty Thousand Rand). Thereafter all parts purchased will be supplied on a 7-day account Basis.
  • On receipt of an Order from the Distributor for the Products, Auto Korea / Korean Motor Spares shall advise the Distributor of the lead time required in order to supply the Products to the Distributor.
  1. PRICE AND PAYMENT

    • The purchase price for the Products shall be the price appearing on Auto Korea / Korean Motor spares’ most current price list for the Products, of which will be made available to the Distributor from time to time.
    • Auto Korea / Korean Motor Spares shall be entitled to adjust the purchase price of the Products upon 45 (Forty-Five) days written notice to the Distributor.
    • Payment of the purchase price of the Products shall be made via electronic funds transfer by the Distributor into the bank account of Auto Korea / Korean Motor Spares, in accordance with the Payment Terms stipulated in Annexure “A”.
    • In the event that any amount owing to Auto Korea / Korean Motor Spares is not paid in accordance with the Payment Terms, the Distributor acknowledges that it will be liable for default interest from the date of default at the rate of 2% (Two Percent) per month and interest will then be levied monthly from the date of default on which payment is due and payable, to date of full settlement.
    • Should the Distributor not honour his/her account with Auto Korea / Korean Motor Spares, the distributors account will be placed on hold until he/she settles the account.
    • Ownership of the Products shall remain with Auto Korea / Korean Motor Spares until payment for the Products is made in full by the Distributor.
    • Should the Distributors account go into 120 days the necessary legal action will be taken and the Distributor will be liable for any expenses incurred in recovering such funds.
    • Auto Korea / Korean Motor Spares shall provide weekly statements to the Distributor in respect of Products ordered and any credits passed.
  1. PACKING AND DELIVERY RISK IN TRANSIT

    • The Distributor is responsible for the shipping of the Products to the Distributor’s premises.
    • The risk in and to the Products will pass to the Distributor upon handover of the Products to the Distributor or the Distributor’s transporter.
    • The Distributor must check the Products and note any discrepancy, visible defect and/or damage of the Products within 1 (One) weeks of receipt of the Products. Should Auto Korea / Korean Motor Spares not receive notification of any discrepancy, visible defect or damage to the Products from the Distributor within 1 (One) week of the Distributor’s receipt of the Products, this will be deemed to constitute confirmation that the Products are free from any discrepancy, visible defect or damage.
  1. RETURNS

    • In the event that the Distributor notifies Auto Korea / Korean Motor Spares of any defect in the Products, Auto Korea / Korean Motor Spares shall be obliged and entitled to take all necessary steps to replace the Products or to remedy the defect and to bring the Products up to specification, alternatively Auto Korea / Korean Motor Spares shall, in its sole discretion, refund the Distributor in respect of the defective Product(s). However, the aforementioned defects are limited to only manufacturer or factory defects and excludes defects created as a result of mishandling or fitment. Furthermore, Auto Korea / Korean Motor Spares reserves the rights to refuse any and all return requests of electrical parts.
    • Notwithstanding anything to the contrary contained in this Agreement, Auto Korea / Korean Motor Spares shall have no liability whatsoever in respect of the Products, in instances where the Distributor fails to follow and comply with the Product’s storage and handling instructions.
  1. SURETYSHIP

    • The Distributor shall procure that each of the members, shareholders and/or directors of the Distributor shall bind themselves in favour of Auto Korea / Korean Motor Spares, on the terms and conditions as set out in the Deed of Suretyship contained in Annexure “B” hereto, as surety and as co-principal debtor jointly and severally with the Distributor, for the due, proper and timely performance by the Distributor of all of its obligations in terms of this Agreement.
  • The Distributor shall procure that all new members, shareholders and/or directors of the Distributor after the date of signature of this Agreement on behalf of the Distributor bind themselves as surety for and co-principal debtor jointly and severally with the Distributor on the terms and conditions of set out herein and in the Deed of Suretyship contained in Annexure “B” hereto and shall provide Auto Korea / Korean Motor Spares with the Deed of Suretyship signed by such person.
  1. BRANDING

The Products shall contain the branding of Auto Korea / Korean Motor Spares or Auto Korea / Korean Motor Spares’ suppliers’ and the Distributor shall not be permitted to remove, alter or deface the branding on the Products or to rebrand the Products with its own branding. Auto Korea / Korean Motor Spares will take legal action against the Distributor in the event that such breach is found.

  1. DURATION AND TERMINATION

This Agreement shall commence on the Date of Signature and shall remain in full force and effect for an indefinite term, until terminated by either Party giving the other no less than 3 (Three) months’ notice in writing to such effect, or unless terminated in terms of clause 22.

  1. INDEMNITY

    • Auto Korea / Korean Motor Spares indemnifies the Distributor and holds the Distributor free and harmless against any liability under any claim from a third party, to the extent that the use of Auto Korea / Korean Motor Spares’ Intellectual Property in accordance with the terms of this Agreement infringes any third-party Intellectual Property right in the Territory.
    • Auto Korea / Korean Motor Spares indemnifies the Distributor and holds the Distributor free and harmless from any and all claims, actions, damages, losses, settlement expenses and costs of whatsoever nature and howsoever arising from the proper use of the Products in terms of this Agreement. The provisions of this clause shall survive the termination, cancellation or expiry of this Agreement, for whatsoever reason and howsoever arising.
    • The Distributor indemnifies Auto Korea / Korean Motor Spares and holds Auto Korea / Korean Motor Spares free and harmless from any and all claims, actions, damages, losses, settlement expenses and costs of whatsoever nature and howsoever arising resulting from any breach of this Agreement or from any inaccuracy in any representation, warranty or covenant of the Distributor in this Agreement. The provisions of this clause shall survive the termination, cancellation or expiry of this Agreement, for whatsoever reason and howsoever arising.
  1. MARKETING OF THE PRODUCTS

    • All Marketing Material in respect of the Products shall comply with all applicable laws.
    • Auto Korea / Korean Motor Spares may, at its sole and absolute discretion, provide Marketing Material in respect of the Products to the Distributor from time to time, provided that Auto Korea / Korean Motor Spares shall not be obliged to provide any marketing material to the Distributor.
    • Auto Korea / Korean Motor Spares shall require the Distributor to contribute the Marketing Fee, as stipulated in Annexure “A”, annually to Auto Korea / Korean Motor Spares’ marketing fund for the brand, payable in the manner and at such time as Auto Korea / Korean Motor Spares determines.
  2. OWNERSHIP OF THE INTELLECTUAL PROPERTY

    • The Parties agree and record that Auto Korea / Korean Motor Spares, or its supplier, as the case may be, is the owner of the Intellectual Property pertaining to the Products.
    • The Distributor will not make any representations or do any act which may be taken to indicate that it has any right, title or interest in or to the ownership of the Intellectual Property pertaining to the Products.
  1. FORCE MAJEURE

    • If either Party is prevented or restricted directly or indirectly from carrying out all or any of its obligations under this Agreement for any reason beyond the reasonable control of that Party, (without limiting the generality of the a foregoing, due to war, civil commotion, riot, insurrection, strikes, lock-outs or industrial action, government or state embargo, fire, explosion, floods, epidemics or pandemics and acts of God), the Party so affected shall be relieved from its obligations in terms of this Agreement, during the period that such event and consequences continue, but only to the extent that the party is prevented from performing its obligations and shall not be liable for any delay or failure in performance of any obligation in terms of this Agreement, which the other Party may suffer due to or resulting from such delay or failure provided always that prompt notice within 72 (seventy two) hours of the occurrence constituting force majeure, be given of any such inability to perform by the affected Party and provided further that the obligation to give such notice shall be suspended to the extent necessitated by the force majeure.
    • Any Party invoking force majeure shall use its best endeavours to terminate the circumstances giving rise to force majeure and upon termination of the circumstances giving rise thereto, shall forthwith give notice thereof to the other Party.
    • In the event that force majeure lasts for more than 6 (six) months, the Party who has not claimed force majeure may terminate this Agreement.
  1. RELATIONSHIP BETWEEN THE PARTIES

    • The relationship of the Parties, inter se, shall be governed in accordance with the terms of this Agreement and nothing contained herein shall be deemed to constitute a joint venture, partnership or the like between them, nor to constitute an agency agreement between the Parties.
    • Subject to the terms and conditions of this Agreement, neither of the Parties shall be entitled to bind the other Party, nor shall a Party be able to incur any liability or obligation on behalf of the other Party.
  1. CONFIDENTIALITY

    • Each Party ("the receiving party") must treat and hold as confidential all information which they may receive from the other Party ("the disclosing party") or which becomes known to them during the currency of this Agreement.
    • The confidential information of the disclosing party shall, without limitation include: -
      • all associated material and documentation pertaining to the Products, including the information contained therein;
      • all information relating to: -
        • the disclosing party's past, present and future research and development; and
        • the disclosing party's business activities, products, services, customers and clients, as well as its technical knowledge and trade secrets;
        • the terms and conditions of this Agreement.
      • The receiving party agrees that in order to protect the proprietary interests of the disclosing party in its confidential information: ‑
        • it will only make the confidential information available to those of its personnel who are actively involved in the execution of its obligations under this Agreement and then only on a “need to know” basis;
        • it will initiate internal security procedures reasonably acceptable to the disclosing party to prevent unauthorised disclosure and will take all practical steps to impress upon those personnel who need to be given access to confidential information, the secret and confidential nature thereof;
        • subject to the right to make the confidential information available to their personnel under clause 3.1 above, they will not at any time, whether during this Agreement or thereafter, either use any confidential information of the disclosing party or directly or indirectly disclose any confidential information of the disclosing party to third parties;
        • all written instructions, drawings, notes, memoranda and records of whatever nature relating to the confidential information of the disclosing party which have or will come into the possession of the receiving party and its personnel, will be, and will at all times remain, the sole and absolute property of such party and shall be promptly be handed over to such party when no longer required for the purposes of this Agreement.
      • Upon termination or expiry of this Agreement, the Parties will deliver to each other or, at each Party’s option, destroy all originals and copies of confidential information in their possession.
      • The foregoing obligations shall not apply to any information which: ‑
        • is lawfully in the public domain at the time of disclosure;
        • subsequently and lawfully becomes part of the public domain by publication or otherwise;
        • subsequently becomes available to the receiving party from a source other than the disclosing party, which source is lawfully entitled without any restriction on disclosure to disclose such confidential information; or
        • is disclosed pursuant to a requirement or request by operation of law, regulation or court order.
      • The receiving party hereby indemnifies the disclosing party against any loss or damage which the disclosing party may suffer as a result of a breach of this clause by the receiving party or its personnel.
      • This clause is severable from the remainder of the Agreement and shall remain valid and binding upon the Parties, notwithstanding any termination thereof, for a period of 5 (five) years after the effective date of termination.
  1. DISPUTE RESOLUTION

    • Should any dispute arise between the Parties concerning any provision of this Agreement, the Parties shall use their best endeavours to resolve the dispute by negotiation. Either Party may call upon the other Party by written notice to meet with the former for the purpose of reaching a mutually acceptable settlement of the dispute within 14 (fourteen) days after the date of such notice.
    • If the Parties are unable to reach a mutually acceptable settlement of the dispute within such period, either Party may submit the dispute to arbitration.
    • An arbitrator shall be appointed by the Parties jointly, and failing agreement, shall be nominated by the Arbitration Foundation of Southern Africa (“AFSA”). Should AFSA not be in existence at the time, the nomination shall be by the Chairman for the time being of the Pretoria Bar Council.
    • The arbitration shall be held in Johannesburg, South Africa.
    • The arbitration shall be held in accordance with the Commercial Arbitration rules, as published by AFSA, or if AFSA shall not be in existence, in accordance with the formalities and procedures settled by the arbitrator, which shall be in an informal and summary manner, that is, it shall not be necessary to observe or carry out either the usual formalities or procedure or the strict rules of evidence of the Arbitration Act, 1965 of the Republic of South Africa and any statutory modification or re-enactment thereof.
    • The arbitrator shall be entitled to:
      • investigate or cause to be investigated any matter, fact or thing which he considers necessary or desirable in connection with any matter referred to him for decision;
      • decide the matters submitted to him according to what he considers just and equitable in all the circumstances, having regard to the purpose of this Agreement; and
      • make such award, including an award for specific performance, an interdict, damages or a penalty or the costs of arbitration or otherwise, as he in his discretion may deem fit and appropriate.
    • The arbitration shall be held as quickly as possible after it is demanded.
    • All procedures aimed at resolving any dispute pertaining to this Agreement, including but not limited to the Arbitration proceedings shall be held on a private and confidential basis.
    • This clause is severable from the rest of the Agreement and shall therefore remain in effect even if this Agreement is terminated.
    • This clause shall not preclude any Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the arbitrator.
    • The Parties hereby consent to the non-exclusive jurisdiction of the Gauteng Local Division, Johannesburg in respect of the proceedings in this clause 20 and the above Court shall have jurisdiction to enforce any award made by an arbitrator under this clause.
    • Regardless of the place of execution or performance in terms of this Agreement or the domicile of Auto Korea / Korean Motor Spares, this Agreement shall be construed and interpreted in accordance with the Laws of the Republic of South Africa.
  1. NOTICES AND DOMICILIUM

    • The Parties choose as their domicilium citandi et executandi their respective addresses set out on the cover page of this Agreement for all purposes arising out of or in connection with this Agreement, at which addressees all the processes and notices arising out of or in connection with this Agreement, its breach or termination may validly be served upon or delivered to the Parties.
    • A Party may change its domicilium citandi et executandi to any address, not being a post office box, by written notice to the other Party with effect from the date of receipt or deemed receipt by the latter of such notice.
    • Any notice given in terms of this Agreement shall be in writing and shall –
      • if delivered by hand be deemed to have been duly received by the addressee on the date of delivery;
      • if delivered by prepaid courier be deemed to have been received by the addressee on the 20th (twentieth) business day following the date of such dispatch by prepaid courier;
      • if transmitted by email be deemed to have been received by the addressee 1 (one) business day after such email transmission.
    • Notwithstanding anything to the contrary contained in this Agreement, a written notice or communication actually received by one of the Parties from another including by way of facsimile or e-mail transmission shall be adequate written notice or communication to such a Party.
  1. BREACH AND TERMINATION

    • Should any Party (“the Defaulting Party”) commit a breach of any provision of this Agreement, and fail to remedy such breach within a period of 20 (Twenty) days after receipt of written notice from the other Party requiring it to do so (“the Aggrieved Party”), then the Aggrieved Party shall be entitled, without prejudice to its other rights in law or in terms of this Agreement, to cancel this Agreement with immediate effect. The foregoing is without prejudice to such other rights as the Aggrieved Party may have at law.
    • A Party to this Agreement (the “Terminating Party”) may terminate this Agreement at any time by giving to the other Party (the “Defaulting Party”) notice of such termination in the event of a default, where:
      • the Defaulting Party is, other than for the purpose of reconstruction or amalgamation, placed under voluntary or compulsory liquidation or under business rescue or under the equivalent of any of the foregoing;
      • a final and unappealable judgment against the Defaulting Party remains unsatisfied for a period of 20 (Twenty) business days or more after it comes to the notice of the board of directors of the Defaulting Party and steps have not been taken to apply for the rescission of that judgment;
      • the Defaulting Party makes any arrangement of compromise with its creditors generally or ceases or threatens to cease to carry on business; or
      • the Defaulting Party or its business is amalgamated with, purchased by (or through any corporate reconstruction becomes a part or member of or associated with) a competitor of the Terminating Party.
    • Any termination pursuant to the proceeding provisions of this Clause 22, shall be without prejudice to any claim which the Terminating Party may have in respect of any prior breach of the terms and conditions of this Agreement by the Defaulting Party.
  1. EFFECT OF TERMINATION

    • The Parties hereto shall remain liable for all their respective obligations that have accrued at the date of expiration or termination.
    • The Distributor shall be entitled to dispose of or use all of its stocks of the Products held by it at the date of expiry or termination, provided that the provisions of this Agreement shall continue to apply in respect of those Products.
  1. ASSIGNMENT

Neither Party shall have the right to cede, assign or transfer this Agreement or the rights hereunder, except with the prior written consent of the other Party first being had and obtained.

  1. WARRANTY OF AUTHORITY

Each Party warrants to the other Party that it has the power, authority and legal rights to sign and perform this Agreement and that this Agreement has been duly authorised by all necessary actions of its directors and members, to the extent applicable, and constitutes a valid and binding obligation in accordance with the terms of this Agreement.

  1. CO-OPERATION AND IMPLEMENTATION

    • The Parties undertake to do all reasonable things, perform all reasonable acts and to take all reasonable steps to procure the doing of all such things and the performance of all such acts as may be necessary or incidental or conducive to giving the effect of the terms and conditions and import of this Agreement.
    • The Parties shall at all times and during the continuance of this Agreement observe the principles of good faith towards each other in performance of their obligations in terms of this Agreement.
  1. WHOLE AGREEMENT

This Agreement constitutes the whole agreement between the Parties as to the subject matter hereof, and supersedes all previous agreements and undertakings between the Parties as to the subject matter hereof, and no agreement, representations or warranties between the Parties other than those set out hereunder are binding on the Parties.

  1. VARIATION

No addition to or variation, consensual cancellation or novation of this Agreement and no waiver of any rights arising from this Agreement or its breach or termination shall be of any force or effect, unless reduced to writing and signed by all the Parties or their duly authorised representatives. For purposes of this clause all electronic forms of writing or signature as contemplated in sections 12 and 13 of the Electronic Communications and Transactions Act 25 of 2002 are expressly excluded.

  1. Relaxation

No latitude, extension of time or other indulgence which may be given or allowed by any other Party in respect of the performance of any obligation hereunder, or enforcement of any rights arising from this Agreement and no single or partial exercise of any rights by any Party, shall under any circumstances be construed to be an implied consent by such Party to operate as a waiver or a novation of, or otherwise affect any of that Party’s rights in terms of or arising from this Agreement or stop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term of this Agreement.

  1. Costs

    • The Parties shall pay their own costs relating to the negotiating, drafting, preparation and implementation of this Agreement.
    • All legal costs including costs between an attorney and his own client charges and disbursements (including advocates fees) incurred by any Party enforcing or defending any of the provisions of this Agreement, and costs and disbursements incurred in tracing the Defaulting Party and in collecting or endeavouring to collect all or any amounts payable by the Defaulting Party hereunder or otherwise, and all collection commissions, including any applicable tax payable on such costs, charges, disbursements, collections or fees, shall be for the account of the Defaulting Party and shall be payable on demand.
  1. EXECUTION BY COUNTER PARTS

This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.  Facsimile signatures are acceptable and shall be treated as originals.

  1. SPECIAL CONDITIONS

    • A starting Stock Order balance of R50 000.00 to be as an opening order will be required.
    • A starting Credit Limit of R20 000.00 will be given to the distributor by Auto Korea / Korean Motor Spares.
    • A 7 Seven-day weekly account will be given to the distributor By Auto Korea / Korean Motor Spares.
    • For Quality control purposes any parts being purchased by the Distributor, for Korean Vehicles from a Supplier other than Auto Korea / Korean Motor Spares must be disclosed to Auto Korea / Korean Motor Spares.
    • Auto Korea/ Korean Motor Spares will not be held liable for any part/s obtained by the Distributor from his/her own suppliers.
    • The Distributor will be allowed to use Auto Korea / Korean Motor Spares branding for the first year without being subjected to paying any Royalties. Thereafter a Royalty fee will be applicable and Negotiated by both Parties.
  2. Download and Sign

Download the Distribution Agreement, fill it in and sign it. Email the signed copy to accounts@autokorea.co.za.

  •  
  •  

FRANCHISE TERMS

The Franchise Terms & conditions were last updated on April 1, 2022.

  1. PARTIES

    • The parties to this Agreement are:
      • AUTO KOREA CC / KOREAN MOTOR SPARES CC; and
      • The FRANCHISEE.
    • The parties agree as set out below.
  2. INTERPRETATION

    • In this Agreement, unless clearly inconsistent with or otherwise indicated by the context: -
      • the\this Agreement” means the agreement set out in this document and in any schedules hereto;
      • Date of Signature” means the date of signature of this Agreement by the last party signing;
      • Intellectual Property” means all intellectual property rights, including but not limited to discoveries; inventions; designs; processes; know-how; technical know-how; research results; works of authorship; data, databases; trade or business names; domain names; patents and patent applications; trade marks and trade mark applications; rights in any design (registered or unregistered and applications for same); copyright (including rights in computer software and typography rights); confidential and proprietary knowledge and information and any rights protecting same; business goodwill and reputation and rights protecting same; database rights; and all intellectual property rights and forms of protection of a similar nature to any of the foregoing or having an equivalent effect anywhere in the world;
      • Marketing Material” means marketing plans, advertisements, advertising copy, taglines, artwork, formats, layouts and other creative materials, and other advertising, promotional and marketing materials (which may be in video, audio, written or electronic form) and press releases and other public relations materials, plans and programs;
      • Order” means an order placed by the FRANCHISEE in respect of the Products;
      • the Parties” shall mean THE FRANCHISOR and the FRANCHISEE, and “Party” shall mean either THE FRANCHISOR or the FRANCHISEE as the context may indicate;
      • the Products” means the products as set out in Annexure “A”;
      • the Territory” means the geographical area stipulated in Annexure “A”;
      • any reference to natural persons includes legal persons and vice versa;
      • any reference to a gender includes the other genders.
    • Where applicable, meanings ascribed to defined words and expressions as set out in clause 2.1 shall impose substantive obligations on the Parties as provided in the definition concerned.
    • Clause headings in this Agreement have been inserted for convenience only and shall not be taken into account in its interpretation.
    • Words and expressions defined in any sub-clause shall for the purposes of the clause of which that sub-clause forms part, bear the meaning assigned to such words and expressions in that sub-clause.
    • When any number of days are prescribed in this Agreement, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a Saturday, Sunday or public holiday of the Republic of South Africa, as the case may be, in which case the last day shall be the next succeeding day, which is not a Saturday, Sunday or public holiday of the Republic of South Africa.
    • Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail.
    • This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Republic of South Africa.
  1. RECORDAL

    • The Products are licensed to and marketed by THE FRANCHISOR.
    • The FRANCHISEE has an established distribution network and marketing and sales organisation within the Territory.
    • THE FRANCHISOR wishes to appoint the FRANCHISEE as the non-exclusive distributor of the Products in the Territory and the FRANCHISEE wishes to accept such appointment subject to the terms and conditions of this Agreement.
    • The FRANCHISEE and THE FRANCHISOR wish to record the sale of the Products by THE FRANCHISOR to the FRANCHISEE for supply of the Products within the Territory.

            The Parties accordingly agree as set out below.

  1. MAINTENANCE AND INSPECTION OF RECORDS

    • The FRANCHISEE shall at all times keep true and true books of account and comply if the FRANCHISOR requests for an audit.
    • If required by the FRANCHISOR, the FRANCHISEE shall submit monthly audit rolls and half-yearly Financial Statements to the FRANCHISOR.
    • The FRANCHISEE’s books of account and other business records shall be open to the examination and inspection of the FRANCHISOR and/or the FRANCHISOR’s accountant and/or duly authorized agent at all times.
    • The FRANCHISEE must use the service of an authorized accountant/book keeper.
    • If required by the FRANCHISOR, the FRANCHISEE shall furthermore use only the computer hardware, computer software, point of sale equipment and such other equipment specified by the FRANCHISOR and maintain, upgrade and replace from time to time as required by business specifications.
    • The FRANCHISEE will be required to do a physical stock take every 3 months to keep accurate stock level data.
  2. PREMISES

    • The FRANCHISEE agrees that decorations, equipment, fixtures and furnishings of the FRANSHISEE’s store are to be high quality and in accordance with the FRANCHISOR’s style and image specifications and shall be subject to the approval of FRANCHISOR.
    • The FRANCHISEE will, at its own expense, from time to time, make such reasonable changes, additions and alterations in accordance to the FRANCHISOR’s specifications and requests.
  3. CONDUCT OF BUSINESS

    • The FRANCHISEE shall –
      1.1    devote its full time and attention and best efforts to the conduct of the store and                                      shall employ adequate personnel for its maintenance, management and conduct;

6.1.2    use its best endeavours to procure competent personnel and conscientious employees, and further agrees to institute and maintain all reasonable rules and regulations of behaviour, which may be established from time to time by the FRANCHISOR

6.1.3    not director or indirectly have any interest, financial or otherwise, in any other business of a similar nature without the prior written permission of the FRANCHISOR while operating.

6.1.4    agree that it shall be solely responsible for all the expenses of the store, and for taxes and levies of any and all kinds in connection with the store and its income. The FRANCHISOR shall not be liable for such expenses, taxes or levies or disbursements otherwise paid or incurred in connection with the establishment and maintenance of the store

6.1.5    keep the store open for business in accordance to the trading hours specified by and changed from time to time by the FRANCHISOR. Any variations to working hours have to be informed to the FRANCHISOR.

6.1.6    inform the FRANCHISOR regarding its staff members details and also inform any changes regarding staff members.

  1. CONDUCT OF BUSINESS

    • The FRANCHISEE agrees that its staff can be trained by the FRANCHISOR at the FRANCHISEE’s own expense.
    • The FRANCHISOR shall send, at the FRANCHISOR’s own expense and cost, a representative of the FRANCHISOR to assist the FRANCHISEE during the operation of the FRANCHISEEs for a period of time as deemed necessary by the FRANCHISOR.
    • The FRANCHISEE and/or its staff shall attend the FRANCHISOR’s management and other meetings as and when required by the FRANCHISOR.
  1. GRANT OF LICENCE

Subject to the terms and conditions of this Agreement, THE FRANCHISOR hereby grants to the FRANCHISEE the exclusive right and license to distribute the Products in the Territory.

This means that the FRANCHISEE is not to be supplied by any other suppliers other than the FRANCHISOR unless approved via written approval letter by the FRANCHISOR for specified third-party suppliers.

  1. The FRANCHISEE’S DUTIES

    • The FRANCHISEE shall: -
      • provide a six-month rolling forecast to THE FRANCHISOR on a quarterly basis, regarding the quantities of the Products that it intends purchasing;
      • inform THE FRANCHISOR as soon as reasonably possible of any major dispute which may arise between the FRANCHISEE and any end customer in respect of the Products or any transaction relating to the Products in which case THE FRANCHISOR shall reserve the right to involve itself and take control of the defence of such dispute and shall notify the FRANCHISEE of such decision;
      • inform THE FRANCHISOR of all complaints, information, recommendations or opinions expressed by, or received from end-users relating to the Products; and, with respect to complaints, provide all relevant information to THE FRANCHISOR within 5 (Five) working days, to secure and return samples of the Product as may be required to facilitate an effective investigation;
      • at all times act in good faith in the performance of this Agreement;
      • handle and store the Products in accordance with the provisions as set out in the storage and handling instructions provided together with the Products; and
      • ensure compliance at all times with all relevant laws, statutes, statutory regulations, ordinances and by-laws in force.
    • The FRANCHISEE hereby agrees and undertakes not to:
      • sell or promote the Products to customers who are situated or would be expected to use the Products outside of the Territory;
      • make any false or misleading representations concerning the Products or do anything which might injure the reputation or name of THE FRANCHISOR or any of the Products;
      • during the subsistence of this Agreement distribute or support the distribution of any products competing with the Products, or compete with THE FRANCHISOR in any manner whatsoever or directly or indirectly promote any competition with THE FRANCHISOR by any third party.
    • The FRANCHISEE shall independently determine the pricing and terms and conditions applicable to the supply of the Products to the end customers.
  2. AUTO KOREA CC / KOREAN MOTOR SPARES CC’S DUTIES

    • THE FRANCHISOR shall: -
      • provide the FRANCHISEE with all necessary technical, marketing and sales information pertaining to the Products as may be required by the FRANCHISEE in order to supply and distribute the Products;
      • at all times act in good faith in the performance of this Agreement.
  1. SALE AND SUPPLY OF PRODUCTS

    • During the continuance of this Agreement, THE FRANCHISOR shall sell and the FRANCHISEE shall purchase such quantities of the Products, as may be ordered by the FRANCHISEE from time to time.
    • Orders for the Products shall be placed by the FRANCHISEE through THE FRANCHISOR’ ERP system, and shall be given in accordance with the terms and conditions of this Agreement. The FRANCHISEE shall pay the ERP System Usage Fee for the use of THE FRANCHISOR’ ERP system as stipulated in Annexure “A” to THE FRANCHISOR, payable in the manner and at such time as THE FRANCHISOR may determine. THE FRANCHISOR reserves the right to increase the usage fee in accordance with major system updates, including and limited to annual increases – in alignment with inflation rates and increases in hosting costs.
    • The FRANCHISEE will be Liable to pay an R850.00 once off excess fee for each terminal using the provided EPC (Electronic Parts Catalogue) Software, and thereafter only be charge again when any updated versions are available and installed.
    • This Agreement shall govern all agreements entered into by the FRANCHISEE and THE FRANCHISOR for the supply of the Products.
    • Each Order shall constitute an offer, and an agreement to supply the Products in the quantities ordered shall only come into existence when THE FRANCHISOR accepts the Order.
    • THE FRANCHISOR shall not be obliged to accept any Order. When the number of Products in an Order is unexpectedly high compared to the orders usually placed by the FRANCHISEE or to the quantities indicated by the FRANCHISEE in its forecast of orders in terms of clause 1.1, THE FRANCHISOR reserves the right to refuse to deliver whole or part of the Order and THE FRANCHISOR will advise the FRANCHISEE as soon as possible of such refusal. A reason will be given to the FRANCHISEE for the refusal accordingly.
    • In the event that the FRANCHISEE and THE FRANCHISOR engage in negotiations over amendments or additions to the conditions, or deletions from this Agreement, then this Agreement, shall govern the supply of the Products until such negotiations are finalised and this Agreement shall only be amended (if at all) by agreement in writing and signed by both Parties. For the purposes of this clause all electronic forms of writing or signature as contemplated in sections 12 and 13 of the Electronic Communications and Transactions Act 25 of 2002 are expressly excluded.
    • The FRANCHISEE shall be required to place a minimum initial order for Products to the value of ____________________________________________________ and is to be paid once-off. Thereafter all parts purchased will be supplied on a 7-day account Basis.
  • On receipt of an Order from the FRANCHISEE for the Products, THE FRANCHISOR shall advise the FRANCHISEE of the lead time required in order to supply the Products to the FRANCHISEE.
  1. PRICE AND PAYMENT

    • The purchase price for the Products shall be the price appearing on THE FRANCHISOR’ most current price list for the Products, of which will be made available to the FRANCHISEE through the AK/KMS ERP SYSTEM.
    • THE FRANCHISOR shall be entitled to adjust the purchase price of the Products from time to time.
    • Payment of the purchase price of the Products shall be made via electronic funds transfer by the FRANCHISEE into the bank account of THE FRANCHISOR, in accordance with the Payment Terms stipulated in Annexure “A”.
    • In the event that any amount owing to THE FRANCHISOR is not paid in accordance with the Payment Terms, the FRANCHISEE acknowledges that it will be liable for default interest from the date of default at the rate of 5% (Two Percent) per month and interest will then be levied monthly from the date of default on which payment is due and payable, to date of full settlement.
    • Should the FRANCHISEE not honour his/her account with THE FRANCHISOR, the FRANCHISEEs account will be placed on hold until he/she settles the account.
    • Ownership of the Products shall remain with THE FRANCHISOR until payment for the Products is made in full by the FRANCHISEE.
    • Should the FRANCHISEEs account go into 120 days the necessary legal action will be taken and the FRANCHISEE will be liable for any expenses incurred in recovering such funds.
    • THE FRANCHISOR shall provide weekly statements to the FRANCHISEE in respect of Products ordered and any credits passed.
  2. PACKING AND DELIVERY RISK IN TRANSIT

    • Depending on the amount of the order placed or the distance from the nearest depot/warehouse of the FRANCHISOR, the FRANCHISOR may or may not offer delivery services to the FRANCHISEE’s premises.
    • The risk in and to the Products will pass to the FRANCHISEE upon handover of the Products to the FRANCHISEE or the FRANCHISEE’s transporter.
    • The FRANCHISEE must check the Products and note any discrepancy, visible defect and/or damage of the Products within 1 (One) weeks of receipt of the Products. Should THE FRANCHISOR not receive notification of any discrepancy, visible defect or damage to the Products from the FRANCHISEE within 1 (One) week of the FRANCHISEE’s receipt of the Products, this will be deemed to constitute confirmation that the Products are free from any discrepancy, visible defect or damage.
  1. RETURNS

    • In the event that the FRANCHISEE notifies THE FRANCHISOR of any defect in the Products, THE FRANCHISOR shall be obliged and entitled to take all necessary steps to replace the Products or to remedy the defect and to bring the Products up to specification, alternatively THE FRANCHISOR shall, in its sole discretion, refund the FRANCHISEE in respect of the defective Product(s). However, the aforementioned defects are limited to only manufacturer or factory defects and excludes defects created as a result of mishandling or fitment. Furthermore, THE FRANCHISOR reserves the rights to refuse any and all return requests of electrical parts.
    • Notwithstanding anything to the contrary contained in this Agreement, THE FRANCHISOR shall have no liability whatsoever in respect of the Products, in instances where the FRANCHISEE fails to follow and comply with the Product’s storage and handling instructions.
  • THE FRANCHISOR reserves the rights to refuse any returns that were correctly supplied to the FRANCHISEE and/or don’t have any factory defects.
  1. SURETYSHIP

    • The FRANCHISEE shall procure that each of the members, shareholders and/or directors of the FRANCHISEE shall bind themselves in favour of THE FRANCHISOR, on the terms and conditions as set out in the Deed of Suretyship contained in Annexure “B” hereto, as surety and as co-principal debtor jointly and severally with the FRANCHISEE, for the due, proper and timely performance by the FRANCHISEE of all of its obligations in terms of this Agreement.
  • The FRANCHISEE shall procure that all new members, shareholders and/or directors of the FRANCHISEE after the date of signature of this Agreement on behalf of the FRANCHISEE bind themselves as surety for and co-principal debtor jointly and severally with the FRANCHISEE on the terms and conditions of set out herein and in the Deed of Suretyship contained in Annexure “B” hereto and shall provide THE FRANCHISOR with the Deed of Suretyship signed by such person.
  1. BRANDING

The Products shall contain the branding of THE FRANCHISOR or THE FRANCHISOR’ suppliers’ and the FRANCHISEE shall not be permitted to remove, alter or deface the branding on the Products or to rebrand the Products with its own branding. THE FRANCHISOR will take legal action against the FRANCHISEE in the event that such breach is found.

  1. DURATION AND TERMINATION

This Agreement shall commence on the Date of Signature and shall remain in full force and effect for an indefinite term, until terminated by either Party giving the other no less than 3 (Three) months’ notice in writing to such effect, or unless terminated in terms of clause 26.

  1. INDEMNITY

    • THE FRANCHISOR indemnifies the FRANCHISEE and holds the FRANCHISEE free and harmless against any liability under any claim from a third party, to the extent that the use of THE FRANCHISOR’ Intellectual Property in accordance with the terms of this Agreement infringes any third-party Intellectual Property right in the Territory.
    • THE FRANCHISOR indemnifies the FRANCHISEE and holds the FRANCHISEE free and harmless from any and all claims, actions, damages, losses, settlement expenses and costs of whatsoever nature and howsoever arising from the proper use of the Products in terms of this Agreement. The provisions of this clause shall survive the termination, cancellation or expiry of this Agreement, for whatsoever reason and howsoever arising.
    • The FRANCHISEE indemnifies THE FRANCHISOR and holds THE FRANCHISOR free and harmless from any and all claims, actions, damages, losses, settlement expenses and costs of whatsoever nature and howsoever arising resulting from any breach of this Agreement or from any inaccuracy in any representation, warranty or covenant of the FRANCHISEE in this Agreement. The provisions of this clause shall survive the termination, cancellation or expiry of this Agreement, for whatsoever reason and howsoever arising.
  1. MARKETING OF THE PRODUCTS

    • All Marketing Material in respect of the Products shall comply with all applicable laws.
    • THE FRANCHISOR may, at its sole and absolute discretion, provide Marketing Material in respect of the Products to the FRANCHISEE from time to time, provided that THE FRANCHISOR shall not be obliged to provide any marketing material to the FRANCHISEE.
    • THE FRANCHISOR shall require the FRANCHISEE to contribute the Marketing Fee, as stipulated in Annexure “A”, monthly to THE FRANCHISOR’ marketing fund for the brand, payable in the manner and at such time as THE FRANCHISOR determines.
  2. OWNERSHIP OF THE INTELLECTUAL PROPERTY

    • The Parties agree and record that THE FRANCHISOR, or its supplier, as the case may be, is the owner of the Intellectual Property pertaining to the Products.
    • The FRANCHISEE will not make any representations or do any act which may be taken to indicate that it has any right, title or interest in or to the ownership of the Intellectual Property pertaining to the Products.
  3. FORCE MAJEURE

    • If either Party is prevented or restricted directly or indirectly from carrying out all or any of its obligations under this Agreement for any reason beyond the reasonable control of that Party, (without limiting the generality of the a foregoing, due to war, civil commotion, riot, insurrection, strikes, lock-outs or industrial action, government or state embargo, fire, explosion, floods, epidemics or pandemics and acts of God), the Party so affected shall be relieved from its obligations in terms of this Agreement, during the period that such event and consequences continue, but only to the extent that the party is prevented from performing its obligations and shall not be liable for any delay or failure in performance of any obligation in terms of this Agreement, which the other Party may suffer due to or resulting from such delay or failure provided always that prompt notice within 72 (seventy two) hours of the occurrence constituting force majeure, be given of any such inability to perform by the affected Party and provided further that the obligation to give such notice shall be suspended to the extent necessitated by the force majeure.
    • Any Party invoking force majeure shall use its best endeavours to terminate the circumstances giving rise to force majeure and upon termination of the circumstances giving rise thereto, shall forthwith give notice thereof to the other Party.
    • In the event that force majeure lasts for more than 6 (six) months, the Party who has not claimed force majeure may terminate this Agreement.
  4. RELATIONSHIP BETWEEN THE PARTIES

    • The relationship of the Parties, inter se, shall be governed in accordance with the terms of this Agreement and nothing contained herein shall be deemed to constitute a joint venture, partnership or the like between them, nor to constitute an agency agreement between the Parties.
    • Subject to the terms and conditions of this Agreement, neither of the Parties shall be entitled to bind the other Party, nor shall a Party be able to incur any liability or obligation on behalf of the other Party.
  5. CONFIDENTIALITY

    • Each Party ("the receiving party") must treat and hold as confidential all information which they may receive from the other Party ("the disclosing party") or which becomes known to them during the currency of this Agreement.
    • The confidential information of the disclosing party shall, without limitation include: -
      • all associated material and documentation pertaining to the Products, including the information contained therein;
      • all information relating to: -
        • the disclosing party's past, present and future research and development; and
        • the disclosing party's business activities, products, services, customers and clients, as well as its technical knowledge and trade secrets;
        • the terms and conditions of this Agreement.
      • The receiving party agrees that in order to protect the proprietary interests of the disclosing party in its confidential information: ‑
        • it will only make the confidential information available to those of its personnel who are actively involved in the execution of its obligations under this Agreement and then only on a “need to know” basis;
        • it will initiate internal security procedures reasonably acceptable to the disclosing party to prevent unauthorised disclosure and will take all practical steps to impress upon those personnel who need to be given access to confidential information, the secret and confidential nature thereof;
        • subject to the right to make the confidential information available to their personnel under clause 3.1 above, they will not at any time, whether during this Agreement or thereafter, either use any confidential information of the disclosing party or directly or indirectly disclose any confidential information of the disclosing party to third parties;
        • all written instructions, drawings, notes, memoranda and records of whatever nature relating to the confidential information of the disclosing party which have or will come into the possession of the receiving party and its personnel, will be, and will at all times remain, the sole and absolute property of such party and shall be promptly be handed over to such party when no longer required for the purposes of this Agreement.
      • Upon termination or expiry of this Agreement, the Parties will deliver to each other or, at each Party’s option, destroy all originals and copies of confidential information in their possession.
      • The foregoing obligations shall not apply to any information which: ‑
        • is lawfully in the public domain at the time of disclosure;
        • subsequently and lawfully becomes part of the public domain by publication or otherwise;
        • subsequently becomes available to the receiving party from a source other than the disclosing party, which source is lawfully entitled without any restriction on disclosure to disclose such confidential information; or
        • is disclosed pursuant to a requirement or request by operation of law, regulation or court order.
      • The receiving party hereby indemnifies the disclosing party against any loss or damage which the disclosing party may suffer as a result of a breach of this clause by the receiving party or its personnel.
      • This clause is severable from the remainder of the Agreement and shall remain valid and binding upon the Parties, notwithstanding any termination thereof, for a period of 5 (five) years after the effective date of termination.
  1. DISPUTE RESOLUTION

    • Should any dispute arise between the Parties concerning any provision of this Agreement, the Parties shall use their best endeavours to resolve the dispute by negotiation. Either Party may call upon the other Party by written notice to meet with the former for the purpose of reaching a mutually acceptable settlement of the dispute within 14 (fourteen) days after the date of such notice.
    • If the Parties are unable to reach a mutually acceptable settlement of the dispute within such period, either Party may submit the dispute to arbitration.
    • An arbitrator shall be appointed by the Parties jointly, and failing agreement, shall be nominated by the Arbitration Foundation of Southern Africa (“AFSA”). Should AFSA not be in existence at the time, the nomination shall be by the Chairman for the time being of the Pretoria Bar Council.
    • The arbitration shall be held in Johannesburg, South Africa.
    • The arbitration shall be held in accordance with the Commercial Arbitration rules, as published by AFSA, or if AFSA shall not be in existence, in accordance with the formalities and procedures settled by the arbitrator, which shall be in an informal and summary manner, that is, it shall not be necessary to observe or carry out either the usual formalities or procedure or the strict rules of evidence of the Arbitration Act, 1965 of the Republic of South Africa and any statutory modification or re-enactment thereof.
    • The arbitrator shall be entitled to:
      • investigate or cause to be investigated any matter, fact or thing which he considers necessary or desirable in connection with any matter referred to him for decision;
      • decide the matters submitted to him according to what he considers just and equitable in all the circumstances, having regard to the purpose of this Agreement; and
      • make such award, including an award for specific performance, an interdict, damages or a penalty or the costs of arbitration or otherwise, as he in his discretion may deem fit and appropriate.
    • The arbitration shall be held as quickly as possible after it is demanded.
    • All procedures aimed at resolving any dispute pertaining to this Agreement, including but not limited to the Arbitration proceedings shall be held on a private and confidential basis.
    • This clause is severable from the rest of the Agreement and shall therefore remain in effect even if this Agreement is terminated.
    • This clause shall not preclude any Party from obtaining interim relief on an urgent basis from a court of competent jurisdiction pending the decision of the arbitrator.
    • The Parties hereby consent to the non-exclusive jurisdiction of the Gauteng Local Division, Johannesburg in respect of the proceedings in this clause 24 and the above Court shall have jurisdiction to enforce any award made by an arbitrator under this clause.
    • Regardless of the place of execution or performance in terms of this Agreement or the domicile of THE FRANCHISOR, this Agreement shall be construed and interpreted in accordance with the Laws of the Republic of South Africa.
  1. NOTICES AND DOMICILIUM

    • The Parties choose as their domicilium citandi et executandi their respective addresses set out on the cover page of this Agreement for all purposes arising out of or in connection with this Agreement, at which addressees all the processes and notices arising out of or in connection with this Agreement, its breach or termination may validly be served upon or delivered to the Parties.
    • A Party may change its domicilium citandi et executandi to any address, not being a post office box, by written notice to the other Party with effect from the date of receipt or deemed receipt by the latter of such notice.
    • Any notice given in terms of this Agreement shall be in writing and shall –
      • if delivered by hand be deemed to have been duly received by the addressee on the date of delivery;
      • if delivered by prepaid courier be deemed to have been received by the addressee on the 20th (twentieth) business day following the date of such dispatch by prepaid courier;
      • if transmitted by email be deemed to have been received by the addressee 1 (one) business day after such email transmission.
    • Notwithstanding anything to the contrary contained in this Agreement, a written notice or communication actually received by one of the Parties from another including by way of facsimile or e-mail transmission shall be adequate written notice or communication to such a Party.
  1. BREACH AND TERMINATION

    • Should any Party (“the Defaulting Party”) commit a breach of any provision of this Agreement, and fail to remedy such breach within a period of 20 (Twenty) days after receipt of written notice from the other Party requiring it to do so (“the Aggrieved Party”), then the Aggrieved Party shall be entitled, without prejudice to its other rights in law or in terms of this Agreement, to cancel this Agreement with immediate effect. The foregoing is without prejudice to such other rights as the Aggrieved Party may have at law.
    • A Party to this Agreement (the “Terminating Party”) may terminate this Agreement at any time by giving to the other Party (the “Defaulting Party”) notice of such termination in the event of a default, where:
      • the Defaulting Party is, other than for the purpose of reconstruction or amalgamation, placed under voluntary or compulsory liquidation or under business rescue or under the equivalent of any of the foregoing;
      • a final and unappealable judgment against the Defaulting Party remains unsatisfied for a period of 20 (Twenty) business days or more after it comes to the notice of the board of directors of the Defaulting Party and steps have not been taken to apply for the rescission of that judgment;
      • the Defaulting Party makes any arrangement of compromise with its creditors generally or ceases or threatens to cease to carry on business; or
      • the Defaulting Party or its business is amalgamated with, purchased by (or through any corporate reconstruction becomes a part or member of or associated with) a competitor of the Terminating Party.
    • Any termination pursuant to the proceeding provisions of this Clause 26, shall be without prejudice to any claim which the Terminating Party may have in respect of any prior breach of the terms and conditions of this Agreement by the Defaulting Party.
  2. EFFECT OF TERMINATION

    • The Parties hereto shall remain liable for all their respective obligations that have accrued at the date of expiration or termination.
    • The FRANCHISEE shall be entitled to dispose of or use all of its stocks of the Products held by it at the date of expiry or termination, provided that the provisions of this Agreement shall continue to apply in respect of those Products.
    • The FRANCHISEE shall dispose of all marketing materials, softwares and ERP system credentials that was provided by THE FRANCHISOR by the date of expiry or termination
  3. ASSIGNMENT

Neither Party shall have the right to cede, assign or transfer this Agreement or the rights hereunder, except with the prior written consent of the other Party first being had and obtained.

  1. WARRANTY OF AUTHORITY

Each Party warrants to the other Party that it has the power, authority and legal rights to sign and perform this Agreement and that this Agreement has been duly authorised by all necessary actions of its directors and members, to the extent applicable, and constitutes a valid and binding obligation in accordance with the terms of this Agreement.

  1. CO-OPERATION AND IMPLEMENTATION

    • The Parties undertake to do all reasonable things, perform all reasonable acts and to take all reasonable steps to procure the doing of all such things and the performance of all such acts as may be necessary or incidental or conducive to giving the effect of the terms and conditions and import of this Agreement.
    • The Parties shall at all times and during the continuance of this Agreement observe the principles of good faith towards each other in performance of their obligations in terms of this Agreement.
  2. WHOLE AGREEMENT

This Agreement constitutes the whole agreement between the Parties as to the subject matter hereof, and supersedes all previous agreements and undertakings between the Parties as to the subject matter hereof, and no agreement, representations or warranties between the Parties other than those set out hereunder are binding on the Parties.

  1. VARIATION

No addition to or variation, consensual cancellation or novation of this Agreement and no waiver of any rights arising from this Agreement or its breach or termination shall be of any force or effect, unless reduced to writing and signed by all the Parties or their duly authorised representatives. For purposes of this clause all electronic forms of writing or signature as contemplated in sections 12 and 13 of the Electronic Communications and Transactions Act 25 of 2002 are expressly excluded.

  1. Relaxation

No latitude, extension of time or other indulgence which may be given or allowed by any other Party in respect of the performance of any obligation hereunder, or enforcement of any rights arising from this Agreement and no single or partial exercise of any rights by any Party, shall under any circumstances be construed to be an implied consent by such Party to operate as a waiver or a novation of, or otherwise affect any of that Party’s rights in terms of or arising from this Agreement or stop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term of this Agreement.

  1. Costs

    • The Parties shall pay their own costs relating to the negotiating, drafting, preparation and implementation of this Agreement.
    • All legal costs including costs between an attorney and his own client charges and disbursements (including advocates fees) incurred by any Party enforcing or defending any of the provisions of this Agreement, and costs and disbursements incurred in tracing the Defaulting Party and in collecting or endeavouring to collect all or any amounts payable by the Defaulting Party hereunder or otherwise, and all collection commissions, including any applicable tax payable on such costs, charges, disbursements, collections or fees, shall be for the account of the Defaulting Party and shall be payable on demand.
  2. EXECUTION BY COUNTER PARTS

This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.  Facsimile signatures are acceptable and shall be treated as originals.

  1. DEATH OR INCAPACITY OF THE FRANCHISEE

Upon the death of the FRANCHISEE or the death of any member in the event that the FRANCHISEE is a Close Corporation, or the death of any shareholders if the FRANCHISEE is a Company, the deceased member’s interest or shareholder’s shares may be transferred to the beneficiaries, remaining members or shareholders of the FRANCHISEE through the approval of the FRANCHISOR

  1. GENERAL

  • This agreement shall not be deemed to create any relationship of employment between   the parties.
  • The FRANCHISOR has the right at any time to transfer some or all of its rights and obligations under the Agreement to any third party.
  • The parties agree to notarize and keep the 2 copies of this agreement.
  • The FRANCHISEE has to submit the following documents:
    • Proof of address (lease agreement, water and electric)
    • Director’s copy of ID
    • Credit certification issued by TRANSUNION
    • Copy of certificate of register company
  1. Download and Sign

Download the Distribution Agreement, fill it in and sign it. Email the signed copy to accounts@autokorea.co.za.

close

PLEASE NOTE

We are currently using template images for online products. We are currently taking product images and they will be uploaded soon!

Thank you for your patience.

Need a picture of the parts you interested in? Leave your email address and the part SKU above.

preloader image