Terms and Conditions

Any person using SNC Carrier's services does so in agreeance with our Terms and Conditions as set out below:

1. DEFINITIONS

Unless the context indicates otherwise, the words and expressions set out below shall have the meanings assigned to them hereunder and cognate expressions shall have a corresponding meaning, namely:

“Approval” shall have the meaning ascribed thereto in terms of clause 3.4 (Process of Engaging SNC Services);
“Business Day” means any day which is not a Saturday, Sunday or a public holiday in RSA (within the meaning of the Public Holidays Act No. 36 of 1994);
“Collection Point” shall have the meaning ascribed thereto in terms of clause 4.2.3 (Conditions for Request for Transport Services);
"Customer" means the individual or entity indicated as the customer after the “Name of the Customer/Owner” section on the Onboarding Form read together with all other identifying details of the customer contained on the Onboarding Form;
“Delivery Date” shall have the meaning ascribed thereto in terms of clause 4.2.6 (Conditions for Request for Transport Services);
“Delivery Point” shall have the meaning ascribed thereto in terms of clause 4.2.4 (Conditions for Request for Transport Services);
“Event of Default” shall have the meaning ascribed thereto in terms of clause 27.1 (Events of Default);
“Goods” shall have the meaning ascribed thereto in terms of clause 4.2.1 (Conditions for Request for Transport Services);
“Material Adverse Effect” means an event, circumstance or matter or combination of events, circumstances or matters which has or is reasonable likely to have (in SNC Services’ sole and absolute discretion) a material adverse effect on:
1. the ability of the Customer to comply with its obligations under these Terms and Conditions;
2. the business, operations, property, assets, condition (financial or otherwise) or prospects of the Customer; and
3. the validity or enforceability of these Terms and Conditions;
“Onboarding Form” shall mean the form titled “SNC Services: Client Onboarding” to which these Terms and Conditions are attached;
“Parties” shall mean the Customer and SNC Services and “Party” shall mean any one of them as the context requires;
“Personal Information” shall have the meaning ascribed thereto in terms of POPI;
“POPI” means the Protection of Personal Information Act No. 4 of 2013;
“Processing” shall have the meaning ascribed thereto in terms of POPI and “Process” shall have a similar meaning as the context requires;
“Quote” shall have the meaning ascribed thereto in terms of clause 6 (Conditions for Quotes);
“Request for Transport Services” shall have the meaning ascribed thereto in terms of clause 3.1 (Process of Engaging SNC Services);
“RSA” shall mean the Republic of South Africa;
“SNC Services” means SNC Services Proprietary Limited with registration number: 2024/069591/07;
“Terms and Conditions” means the terms and conditions as detailed herein, read together with the Onboarding Form and any written Quote for which Approval was received;
“Transport Services” shall have the meaning ascribed thereto in terms of clause 3.5 (Process of Engaging SNC Services); and
“Vehicles” shall have the meaning ascribed thereto in terms of clause 3.5 (Process of Engaging SNC Services).

2. PURPOSE AND COMMENCEMENT

The Terms and Conditions shall govern the relationship between SNC Services and the Customer from the moment that the Customer provides SNC Services with a Request for Transport Services and the Customer has been made aware of these Terms and Conditions.

3. PROCESS OF ENGAGING SNC SERVICES

Should the Customer require SNC Services to provide any Transport Services to the Customer, the Customer shall provide SNC Services with a request for the rendering of the Transport Services (“Request for Transport Services”) subject to the conditions as set out in clause 4 (Conditions for Request for Transport Services).
SNC Services may in its sole and absolute discretion consider the Request for Transport Services subject to the conditions as set out in clause 5 (Conditions for Consideration of the Request for Transport Services).
SNC Services may pursuant to considering a Request for Transport Services and in its sole and absolute discretion, provide the Customer with a Quote subject to the conditions as set out in clause 6 (Conditions for Quotes).
Upon acceptance of a Quote the Customer shall provide confirmation of such acceptance to SNC Services (“Approval”).
In the event that Approval is received in respect of a Quote, SNC Services shall by use of appropriate vehicle/s in light of the Goods (“Vehicles”) deliver the Goods from the Collection Point to the Delivery Point (“Transport Services”) with the Customer to attend to the loading and off-loading of the Goods, unless otherwise agreed to in writing between the Parties.

4. CONDITIONS FOR REQUEST FOR TRANSPORT SERVICES

Any Request for Transport Services may be provided verbally or in writing by the Customer to SNC Services. The Customer must ensure to reduce any verbal Request for Transport Services to writing and send such Request for Transport Services by e-mail to SNC Services at its e‑mail address nominated in terms of clause 30 (Domicilium).
Any Request for Transport Services provided by the Customer to SNC Services shall contain at least the following information:
1. a detailed description of the animal(s), including but not limited to:
  1. breed of the animal(s);
  2. sex of the animal(s);
  3. colour of the animal(s);
  4. identifying number of the animal(s); and
  5. detailed description of any other identification mark (if any) of the animal(s) to be delivered (“Goods”);
2. the amount and weight of the Goods to be delivered;
3. the location where the Goods are to be collected from (“Collection Point”);
4. the location where the Goods are to be delivered to (“Delivery Point”);
5. any special instructions applicable to transporting the Goods;
6. the date and time by which the Customer requires the Goods to be delivered at the Delivery Point (“Delivery Date”) provided that such Delivery Date shall provide SNC Services with sufficient and reasonable time to consider the Request for Transport Services and to render the Transport Services;
7. a general contact person in respect of the Goods, as well as a specified contact person in respect of the Collection Point and the Delivery Point; and
8. any other relevant information.
The Request for Transport Services must provide clear and executable instructions to SNC Services, to enable SNC Services to carry out the instructions and render the Transport Services.
The Customer undertakes that all Goods tendered to SNC Services for Transport Services are free of infectious or contagious disease, have been adequately fed and watered, have received all vaccinations and inoculations as may be required by the appropriate law and are in good physical condition.
SNC Services may in its sole and absolute discretion render Transport Services based on a verbal Request for Transport Services that was not reduced to writing by the Customer, or in terms of a written but vague and/or incomplete Request for Transport Services, in the manner, in the procedure, by use of a route and within the time frame that SNC Services deems the most appropriate in its sole and absolute discretion.
In the event of SNC Services being obliged to deviate from the route selected by it, or to carry the Goods over another route, for any reason whatsoever, including but not limited to adverse weather conditions, impassable or dangerous roads, bridges or the instructions of any competent authority, SNC Services shall be entitled to increase the relevant Quote with an appropriate amount in proportion to the additional distance it is required to travel.

5. CONDITIONS FOR CONSIDERATION OF THE REQUEST FOR TRANSPORT SERVICES

SNC Services may, upon receipt of a Request for Transport Services from the Customer, request supporting documents or take any and all such steps in its sole and absolute discretion to verify the information contained in any Request for Transport Services.

6. CONDITIONS FOR QUOTES

SNC Services may in its sole and absolute discretion, provide the Customer with a quotation for the rendering of the Transport Services in accordance with the Request for Transport Services (“Quote”).
Any Quote shall only remain valid for a period of 30 (thirty) days from the date that it issued.
SNC Services may unilaterally amend or increase any Quote with an appropriate amount (the determination of the appropriate amount shall be in SNC Services’ sole and absolute discretion) in the following circumstances:
1. if at any time any expenditures, costs, taxes, currency exchange rates and amounts paid or payable to any subcontractor incurred or to be incurred by SNC Services in respect of the Transport Services are more than those reflected on the Quote;
2. if the Customer provides instructions to SNC Services in respect of the rendering of the Transport Services which deviates from the Request for Transport Services;
3. should the rendering of the Transport Services take longer than anticipated by SNC Services due to circumstances beyond the reasonable control of SNC Services;
4. should the Vehicles be subject to standing time due to the direct or indirect doing of the Customer or for any other reason beyond the reasonable control of SNC Services; and/or
5. if such amendment or increase is reasonable and justifiable in SNC Services’ sole and absolute discretion.
SNC Services shall be entitled by notice to the Customer to cancel any Quote (whether or not Approval was received for that Quote) and its rendering of the Transport Services in the event that it becomes either impracticable or uneconomical for SNC Services to carry out the Transport Services in terms of the Quote and the Customer shall have no claim whatsoever against SNC Services for any damages or loss that the Customer may incur as a result of SNC Services cancelling the Quote and the Transport Services in terms of this clause.
SNC Services may impose additional terms and conditions to the rendering of the Transport Services which shall be reflected on the written Quote. To the extent that conflict exists between the terms and conditions contained on the written Quote for which Approval was received and these Terms and Conditions, the terms and conditions contained on the written Quote for which Approval was received shall prevail.

7. CONDITION FOR APPROVAL

Any Approval may be provided verbally or in writing by the Customer to SNC Services. However, any verbal Approval must be reduced to writing by the Customer and sent by e-mail to SNC Services at its e‑mail address nominated in terms of clause 30 (Domicilium).

8. INSURANCE

The Customer is obligated to secure adequate insurance coverage for the Goods from the time of collection until the Delivery Date. This insurance should comprehensively cover any potential risks or damages that may occur during transportation. Additionally, the Customer is responsible for ensuring that the insurance policy remains valid and sufficient throughout the entirety of the transportation process.

9. TRANSPORT OF GOODS

Upon receipt of the Approval of the Quote from the Customer, SNC Services shall attend to render the Transport Services as per the Request for Transport Services or as otherwise agreed to between the Parties.

COLLECTION POINT AND DELIVERY POINT
1. SNC Services shall render the Transport Services by delivering the Goods from the Collection Point to the Delivery Point.
2. The Customer warrants and undertakes to:
  1. provide SNC Services with a proposed route to follow when entering the property or premises on which the Collection Point and Delivery Point is situated (“Proposed Route”), to ensure that the Vehicles (by taking into account the nature, weight, height and width of the Vehicles concerned) can safely access and drive through the Proposed Route without any hinderance, obstacles or danger posed in the Proposed Route; and
  2. ensure that the Collection Point and Delivery Point is accessible by the Vehicles on the Delivery Date and that there are convenient and adequate loading and off-loading points with sufficient access to any such loading and off-loading points.
LOADING AND OFF-LOADING OF GOODS
1. Unless otherwise agreed to in writing between the Parties, the Customer shall attend to arrange for the loading of the Goods at the Collection Point and the off-loading of the Goods at the Delivery Point, including for all labour and equipment that might be necessary for such loading and off-loading and the Customer shall bear all costs associated therewith.
2. The maximum loading time allowed to the Customer shall be 1 (hour) hours, unless otherwise agreed in writing between the Parties. Loading time shall be deemed to commence at the time when the Vehicles arrive at the entrance of the Collection Point and vacates at the exit of the Collection Point, or at the time when the Vehicles arrive at the entrance to the Delivery Point and vacates at the exit of the Delivery Point, whichever is applicable and as the context may require.
3. In respect of the loading and off-loading of the Goods, the Customer warrants and undertakes to:
  1. obtain informed and capable labourers who shall attend to the loading and off-loading of the Goods in a workmanlike manner; and
  2. provide clear instructions to the labourers as to the requirements of the loading and off-loading of the Goods.
4. SNC Services’s employees/subcontractors may assist with the loading and off-loading of the Goods where such assistance is customary and practicable and in the sole and absolute discretion of SNC Services, but such assistance shall be rendered at the sole risk of the Customer without any liability for any loss or damage arising therefrom attaching to SNC Services or its employees/subcontractors.
EXAMINATION, COUNTING AND INSPECTION OF GOODS
1. SNC Services is not obliged to examine or inspect any Goods and it shall be the Customer’s sole and absolute responsibility to examine and inspect the Goods loaded and off-loaded onto and from the Vehicles.
2. In the event that SNC Services undertakes to examine or inspect any Goods received, it shall incur no liability whatsoever with regard to any error or inaccuracy, whether the error or inaccuracy is the result of negligence on the part of SNC Services or otherwise, and notwithstanding that SNC Services may have had the means and expertise to identify any discrepancies.
3. SNC Services shall be entitled to levy a charge on the Customer for the examination or inspection of Goods.

10. REGULATORY AUTHORISATION

The Customer acknowledges that in the event that prior authorisation must be obtained from the relevant authorities for delivery of the Goods, it shall be the Customer’s sole and absolute responsibility to ensure that such authorisation is obtained.
If the Customer fails to provide SNC Services with any such documentation or authority timeously, SNC Services shall not be obliged effect the Transport Services. Furthermore, the Customer shall be liable for all costs, damages (direct and indirect), expenses, penalties, forfeiture and disbursements resulting therefrom.

11. APPOINTMENT OF SUB-CONTRACTORS

SNC Services reserves the right to appoint subcontractors for the rendering of the Transport Services, without having to obtain any prior written consent from the Customer or giving any prior notice thereof to the Customer.
In the event of SNC Services appointing subcontractors to render the Transport Services, SNC Services shall have no responsibility or liability whatsoever to the Customer for any damage or loss caused by the doing, negligence or gross negligence of such subcontractor.

12. PAYMENT FOR THE TRANSPORT SERVICES

As consideration for the Transport Services, the Customer shall be liable to pay SNC Services the amount reflected on the Quote, or any variation or increase of the Quote, for which Approval was received or such other amount as may be agreed between the Parties in writing.

PAYMENT TERMS
1. The Customer shall effect payment to SNC Services within 30 (thirty) days upon SNC Services rendering a statement and/or invoice in respect of the Transport Services rendered by it.
2. If any payment to be made by a Party pursuant to these Terms and Conditions falls due for payment on a day which is not a Business Day, then such Party shall make such payment on the following Business Day.
3. Unless a reasonable written query is received by SNC Services from the Customer within 5 (five) Business Days after the Customer has received a statement from SNC Services, the Customer unconditionally and irrevocably waives and abandons any right to dispute the contents of such statement and the contents of the statement shall be deemed to be correct.
4. All payments by the Customer to SNC Services shall only be made into the bank account nominated by SNC Services in writing.
5. Should the Customer fail and/or refuse to effect payment of the amount contained in the relevant statement on or before the due date as set out in these Terms and Conditions, the Customer shall be liable to effect payment to SNC Services of interest on any outstanding amount indebted to SNC Services, calculated on a daily basis, compounded monthly, on the maximum interest rate allowed in terms of the National Credit Act No. 34 of 2005.
6. All payments to be made pursuant to these Terms and Conditions shall be made in Rand, by electronic funds transfer, and shall be deemed to be made when they are received by SNC Services and shall be accounted for accordingly.
7. All payments to be made pursuant to these Terms and Conditions by the Customer shall, save as expressly provided for in these Terms and Conditions, be made without the cost of transfer of funds and free of exchange or other deduction and without the right of deferment or avoidance by virtue of any counterclaim or set-off.
8. The Customer agrees that SNC Services shall be entitled but not obliged to set off, from any amounts owed by SNC Services to it, any amounts which are due and payable by the Customer to SNC Services at its sole and absolute discretion.

13. CERTIFICATE

A certificate signed by any duly authorised member of SNC Services (whose appointment or authority as such it shall not be necessary to prove), certifying any outstanding amount due by the Customer to SNC Services in terms of these Terms and Conditions shall be prima facie proof of the matters therein stated.

14. LIMITATION OF LIABILITY

The Goods are carried at the sole risk of the Customer who hereby exempts SNC Services from and indemnifies SNC Services against all liability of whatsoever nature arising directly or indirectly from the handling of the Goods. This exemption and indemnity includes, but is not restricted to, any liability for direct and/or consequential loss or damages arising from loss of the Goods, damage to the Goods, the failure to collect or deliver the Goods timeously, adequately or at all, or from or to the correct address, or from any other cause arising, whether any such liability, loss or damage is caused by or arises from breach of contract, negligence or gross negligence, on the part of SNC Services, its servants, agents or employees, or otherwise.
Should a court of law find that SNC Services is liable for loss or damages suffered by the Customer or a third party for any reason whatsoever in amounts in excess of the limits expressed above in this clause 18, then such liability shall be limited to the Quote provided by SNC Services in respect of the Transport Services that relates to the loss or damages suffered by the Customer or a third party. The Customer indemnifies SNC Services for any claims of third parties that is more than the limitation as mentioned in this clause.

15. INDEMNIFICATION

The Customer unconditionally and irrevocably agrees to indemnify and hold SNC Services harmless for all damages and losses suffered by SNC Services or claims and/or actions instituted against SNC Services by the Customer or any third party in respect of:
1. any Transport Services that are not rendered according to the specifications, route, with the means, in the manner, in the procedure, within the time or in any way as the Customer intended the Transport Services to be rendered to the extent that the Customer has not confirmed a specific instruction in writing in clear and concise terms to SNC Services;
2. the Goods, the Vehicles, the labour or any property or person as a result of the Customer loading and/or off-loading the Goods onto and from the Vehicles;
3. the Goods, the Vehicles or the business of SNC Services as a result of standing time caused by the direct or indirect conduct or omission of the Customer;
4. the Customer failing to obtain any prior regulatory authority that might be necessary for the Transport Services timeously;
5. any claims of third parties in excess of the limitations mentioned in clause 18 (Limitation of Liability); and/or
6. the Customer’s breach of its obligations, undertakings and warranties in terms of these Terms and Conditions.

16. LIEN AND PLEDGE

SNC Services shall have a lien over all Goods in its possession in respect of a Customer and the Customer pledges the Goods to SNC Services (and to the extent that the Customer is not the owner of the Goods, the Customer provides the pledge as agent for the owner) for monies owing to SNC Services by the Customer in respect of any Transport Services rendered by SNC Services.
The pledge and lien shall exist over all Goods in the possession of SNC Services, and not only the Goods that pertains to the Transport Services for which payment due to SNC Services may be or become outstanding.
Should the Customer fail and/or refuse to effect payment to SNC Services in terms of these Terms and Conditions as and when it becomes due and after the Customer fails to rectify such breach within the time period as afforded to the Customer in terms of clause 26.1 (Breach), SNC Services shall be entitled sell the Goods and apply the proceeds from such sale to any amounts owed by the Customer to SNC Services in terms of these Terms and Conditions. Any surplus after the proceeds have been applied to amounts owed by the Customer to SNC Services shall be refunded to the Customer and any shortfall shall remain due and payable by the Customer to SNC Services.

17. SURETYSHIP

The signatory of these Terms and Conditions (“Surety”) hereby agrees to bind himself/herself as surety and co-principal debtor, jointly and severally in solidum with the Customer for all obligations of whatsoever nature owed by the Customer in favour of SNC Services.
Without limiting the aforesaid, as part of the Surety’s liabilities in terms hereof, the Surety agrees to pay the amounts of all costs, charges and expenses of whatever nature (including all legal costs as between attorney and own client, collection commission and/or tracing agent charges) incurred by SNC Services in securing and/or endeavouring to secure fulfilment of these Terms and Conditions.
The Surety will be bound by all admissions and/or acknowledgements of indebtedness made and/or given at any time by the Customer to or in favour of SNC Services now and/or in the future with regard to these Terms and Conditions.
No alteration and/or variation of any present and/or future agreement between the Customer and SNC Services will in any way release the Surety from the Surety’s obligations hereunder.
Any leniency and/or extension of time which may be granted by SNC Services to the Customer in respect of any payment, and/or cancellation, variation and/or modification of any indebtedness of the Customer to SNC Services, will not prejudice and/or affect, novate and/or terminate these Terms and Conditions and/or release the Surety, whether such leniency, extension, variation and/or modification be granted to take place prior and/or subsequent to the due date for any payment.
The Surety hereby renounces the benefits of the legal exceptions of non causa debiti (no cause for the debt), errore calculi (error in calculation), excussion, division, de duobus vel pluribus reis debendi (the benefit of simultaneous citation and division of the debt), no value received, cession of action and revision of accounts, with the Surety hereby declaring that he or she is fully acquainted with and understands the meaning and effect of all these benefits and the waiver thereof.

18. REPRESENTATIONS AND WARRANTIES

The Customer hereby unconditionally and irrevocably provides SNC Services with the warranties, representations and undertakings set out in this clause 22 (“Specific Warranties”).
The Customer provides the Specific Warranties to SNC Services, on the following basis:
1. each of the Specific Warranties is deemed conclusively to be both a material representation inducing SNC Services to enter into rendering the Transport Services and an essential contractual term of these Terms and Conditions;
2. each such Specific Warranties shall be a separate and independent warranty and shall not be limited by reference to any other provision of these Terms and Conditions; and
3. the Specific Warranties shall unless the context clearly states or indicates a contrary intention, be given as at each and every day that these Terms and Conditions remains in force.
The Customer warrants in favour of SNC Services that:
1. all information provided by the Customer to SNC Services is true, accurate, complete and correct;
2. full disclosure of all information and circumstances relevant to these Terms and Conditions have been made by the Customer to SNC Services;
3. no Event of Default has occurred or is foreseen by the Customer; and
4. no Material Adverse Effect has occurred or is foreseen by the Customer;
5. the Goods are not of such a nature that possession of the Goods are illegal in terms of any law that might be applicable; and
6. the Goods are accompanied by all necessary completed documents.

19. GENERAL WARRANTIES

Each Party hereby makes the representations and warranties set out in this clause 23.1 to the other Party on each date thereafter for the duration of these terms and conditions:
1. that these Terms and Conditions does not conflict with or violate in any way:
  1. in the event that the Party is a juristic person, its memorandum of incorporation, or such other similar governing document, if applicable;
  2. any applicable law or regulation applicable to them;
  3. any permit or authorisation granted to them or any other agreement or instrument binding upon them or any of their assets or constitute a default or termination event (however described) under any such agreement or instrument;
2. they have the power to enter into, perform and deliver, and have taken all necessary actions to authorise their entry into, performance and delivery of, these Terms and Conditions and the obligations contemplated by these Terms and Conditions;
3. these Terms and Conditions is executed by a duly authorised representative of that Party;
4. no limit on their powers will be exceeded as a result of any obligation contemplated in these Terms and Conditions;
5. all corporate resolutions which may be necessary for them to enter into these Terms and Conditions have been duly passed;
6. there are no actions, suits or proceedings or regulatory investigations pending or, to that Party’s knowledge, threatened against or affecting that Party before any court or administrative body or arbitration tribunal that might affect the ability of that Party to meet and carry out its obligations under these Terms and Conditions;
7. any consents from any third party which may be required in order for it to perform its obligations in terms of these Terms and Conditions have been obtained; and
8. the obligations expressed to be assumed by it in terms of these Terms and Conditions are legal and valid obligations binding on it and enforceable against it in accordance with the terms thereof.
Except as expressly stated in these Terms and Conditions, all warranties and conditions, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.

20. TERMINATION OF TERMS AND CONDITIONS

In addition to the right of cancellation in terms of clause 26.1.1 (Breach) and the right of SNC Services to cancel in terms of clause 27.2.1 (Events of Default), either Party may cancel these Terms and Conditions with 30 (thirty days) notice, upon the condition that all Transport Services are fully rendered to the Customer and all amounts due or payable or which may become due and payable by the Customer to SNC Services has been fully paid to SNC Services.
Should the Customer cancel these Terms and Conditions in a manner that is contrary to the terms of these Terms and Conditions, the Customer shall be liable to pay all losses and damages suffered by SNC Services as a result of such cancellation, as well as all Quotes for which Approval was received and/or other amounts agreed to be paid to SNC Services, whether SNC Services has rendered the Transport Services or not.

21. FORCE MAJEURE

A Party shall be deemed not to be in breach of these Terms and Conditions nor shall it be liable to the other Party for any loss or damage to the extent that the delay or non-performance is due to any acts of God, storms, floods, demurrage, strike, acts of war, war-like operation, interference by civil or military authorities, terrorism, arson, rebellion, riot, civil commotion, civil unrest, armed hostility, lockout, lockdown, interference of trade unions, go-slow by labour or the introduction, imposition or any change in law or order or any circumstances arising or action taken beyond or outside the reasonable control of a Party, provided such Party has notified the other Parties in writing within 10 (ten) Business Days of such occurrence.
A Party shall be entitled to terminate these Terms and Conditions by written notice to the other Parties, should an event as contemplated in clause 25.1 above persist continuously for a period of 90 (ninety) days or more.

22. BREACH

Should any Party (“Defaulting Party”) commit a breach of any provision of these Terms and Conditions and fail to remedy such breach within 10 (ten) Business Days from the date of written notice from the other Party to these Terms and Conditions (“Aggrieved Party”) calling upon it to do so, the Aggrieved Party shall without prejudice to any other rights available to the Aggrieved Party, have the right either:
1. to cancel these Terms and Conditions; or
2. to take whatever action may be necessary to enforce its rights under these Terms and Conditions, andin either event to claim such damages as it may have suffered as a result of such breach of contract.
The Defaulting Party shall be liable for all costs and expenses (all legal costs calculated on an attorney and own client scale) incurred by it and the Aggrieved Party as a result of or in connection with the breach.

23. EVENTS OF DEFAULT

An event of default shall occur in any of the following events, each of which shall be severable and distinct from the other (whether or not caused by any reason whatsoever outside the control of the Customer or any other person), namely if the Customer:
1. does not effect payment on the due date of any amount payable in terms of these Terms and Conditions or fails to perform or breaches any of the Customer’s obligations or undertakings under these Terms and Conditions and fails to rectify such breach within the time period afforded in terms of clause 26.1 (Breach);
2. breaches any representations or warranties in terms of these Terms and Conditions;
3. is wound-up or placed under liquidation or sequestration either provisionally or finally, voluntary or compulsory or is placed under business rescue proceedings or any party has taken steps to place the Customer under business rescue proceedings or any material asset or assets of the Customer is attached under a writ of execution;
4. enters into any arrangement or compromise with any of its creditors;
5. commits any act of insolvency or any act which, had it been committed by a natural person would be an act of insolvency, as defined in the Insolvency Act No. 24 of 1936;
6. has a judgment granted against the Customer in any court of law which, is not appealed within the prescribed period, or if not subject to an appeal, remains unsatisfied for a period of 10 (ten) Business days;
7. the Customer, insofar as it is a natural person, dying;
8. allows a change to occur in the “control” (as defined in section 2(2) of the Companies Act No. 71 of 2008) of the Customer without prior written consent of SNC Services; and/or
9. allows a Material Adverse Effect to occur and such Material Adverse Effect, if capable of remedy, continues for a period of 10 (ten) Business Days after receipt of notice from SNC Services calling upon the Customer to remedy such default, (each an “”).
Upon the occurrence of an Event of Default, SNC Services shall have the following rights:
1. to, and without prejudice to any other rights SNC Services may have in terms of these Terms and Conditions or in law, including its right to claim damages, have the right without further notice to immediately cancel these Terms and Conditions;
2. the full balance outstanding (whether due or not) from the Customer in favour of SNC Services will immediately become due and payable without notice to the Customer;
3. SNC Services shall not be obliged to render any further Transport Services or Credit Facilities to the Customer; and
4. SNC Services may record the Customer’s non-performance with credit bureaus, credit information agents, credit insurance companies or other creditors of the Customer.

24. CONSENT TO JURISDICTION

Notwithstanding the amount which may at any time be owing by the Customer to SNC Services, the Parties hereby consent, in terms of section 45 of the Magistrates’ Courts Act No. 32 of 1944, to the jurisdiction of any Magistrate’s Court for the determination of any action, application or proceeding which may be brought by SNC Services against the Customer arising out of these Terms and Conditions, it being recorded that SNC Services shall be entitled, but not obliged, to bring any action or proceeding in the said court.

25. GOOD FAITH AND CO-OPERATION

In the implementation of these Terms and Conditions, the Parties undertake to observe good faith and they warrant in their dealings with each other that they shall neither do nor refrain from doing anything which might prejudice the rights, assets or interests of the other of them.
The Parties undertake to co-operate with each other in all reasonable respects in order to give effect to these Terms and Conditions according to its intent and purpose.

26. DOMICILIUM

The Customer chooses the physical address set out in the Onboarding Form, as the Customer’s domicilium citandi et executandi at which all notices, legal processes and other communications must be delivered for the purposes of these Terms and Conditions. SNC Services chooses its registered address from time to time as its domicilium citandi et executandi.
Any notice or communication required or permitted to be given in terms of these Terms and Conditions shall be valid and effective only if in writing.
Each Party may by written notice to the other Party change their chosen address to another physical address and/or chosen e-mail address to another e-mail address, provided the change shall become effective on the 10th (tenth) Business Day after the written notice has been sent by the Party changing its address details unless otherwise agreed to in writing by the Parties.
Any notice to a Party contained in a correctly addressed envelope and delivered by hand to a responsible person during ordinary business hours at such Party’s chosen physical address, shall be deemed to have been received on the day of delivery.
Any notice by e-mail to a Party at such Party’s chosen e-mail address shall be deemed, unless the contrary is proved, to have been received on the Business Day it is transmitted.
Notwithstanding anything to the contrary herein contained, a written notice or communication actually received by a Party shall be an adequate written notice or communication to such Party notwithstanding that it was not sent to or delivered at such Party’s chosen domicilium citandi et executandi.
This clause 30 is a separate, divisible agreement from the rest of these Terms and Conditions and shall remain in effect even if these Terms and Conditions terminates, is nullified, or cancelled for any reason or cause.

27. DATA PROTECTION AND PRIVACY

To the extent that a Party receives Personal Information from another Party, such Party shall take reasonable technical and/or organisation measures to prevent:
1. loss of, damage to or unauthorised destruction of such Personal Information; and
2. unlawful access to or Processing of Personal Information.
In order to give effect to clause 31.1, such Party must take reasonable measures to:
1. identify all reasonable foreseeable internal and external risks to Personal Information in its possession or under its control;
2. establish and maintain appropriate safeguards against the risks identified;
3. regularly verify that the safeguards are effectively implemented; and
4. ensure that the safeguards are continually updated in response to new risks or deficiencies in previously implemented safeguards.
The Parties shall have due regard to generally accepted information security practices and procedures which may apply to them or be required in terms of specific industry rules and regulations.
The Parties shall only Process Personal Information on behalf of another Party:
1. with the knowledge or authorisation of the other Party; and
2. must not disclose it, unless required by law or in the course of the proper performance of its duties.
The Parties shall immediately notify one another if there are reasonable grounds to believe that Personal Information has been accessed or acquired by any unauthorised person.
The Parties shall take all reasonable steps to ensure their agents, subcontractors, affiliates and subsidiaries comply with the provisions of POPI, where the agents, subcontractors, affiliates and/or subsidiaries are Processing Personal Information relating to these Terms and Conditions. To the extent that any agents, subcontractors, affiliates and/or subsidiaries of such Party are given access to Personal Information relating to these Terms and Conditions, such Party will ensure that such agents, subcontractors, affiliates and/or subsidiaries comply with the provisions of this clause 31 by having them enter into written agreements upon the same substantial terms as contained in this clause 31.
This clause 31 is a separate, divisible agreement from the rest of these Terms and Conditions and shall remain in effect even if these Terms and Conditions terminates, is nullified, or cancelled for any reason or cause.

28. CONFIDENTIALITY

"Confidential Information" of a Party shall mean all information, in any format or material embodiment which such Party has an interest in keeping confidential and which is disclosed by that Party (“Disclosing Party”) to the other Party (“Receiving Party”) prior to the conclusion of these Terms and Conditions, during the existence of these Terms and Conditions, in terms of these Terms and Conditions or otherwise in connection with these Terms and Conditions.
Notwithstanding the cancellation or termination of these Terms and Conditions for any reason whatsoever, no Receiving Party shall, at any time after receiving the Confidential Information, disclose to any person or use in any manner whatsoever the other Party Confidential Information or the existence and contents of these Terms and Conditions; provided that:
1. the Receiving Party may disclose the existence and contents of these Terms and Conditions to the extent required by any rules of any stock exchange by which the Receiving Party is bound; provided that no such disclosure shall be made unless the Disclosing Party has first approved the form thereof in writing, which approval shall not be withheld or delayed unreasonably;
2. the Receiving Party may disclose the Confidential Information of the Disclosing Party and the existence and contents of these Terms and Conditions:
  1. to the extent required by law (other than in terms of a contractual obligation of the Receiving Party); and
  2. to, and permit the use thereof by, its directors, employees, representatives, agents and advisers to the extent strictly necessary for the purpose of implementing or enforcing these Terms and Conditions or obtaining professional advice or conducting its business, it being specifically agreed that any disclosure or use by any such director, employee, representative, agent or adviser of such confidential or other information for any other purpose shall constitute a breach of this clause 32 by the Receiving Party; and
3. the provisions of this clause 32 shall cease to apply to any Confidential Information of a Party which:
  1. is or becomes generally available to the public other than as a result of a breach by the Receiving Party of its obligations in terms of this clause 32;
  2. is received by the Receiving Party from a third party who did not acquire such Confidential Information subject to any duty of confidentiality in favour of the Disclosing Party; or
  3. was known to the Receiving Party prior to receiving it from the Disclosing Party.
Each party acknowledges that the restrictions in terms of the protection of Confidential Information are reasonable and necessary to protect the other Party’s legitimate business interests. Each Party acknowledges that any breach of any of the provisions of this clause 32, shall result in irreparable injury for which money damages could not adequately compensate. If there is a breach, then the injured Party shall be entitled, in addition to all other rights and remedies which it may have at law, to have a degree of specific performance or an injunction issued by any competent court requiring the breach to be cured and to join all persons involved in the breach from continuing with the breach.
This clause 32 is a separate, divisible agreement from the rest of these Terms and Conditions and shall remain in effect even if these Terms and Conditions terminates, is nullified, or cancelled for any reason or cause.

29. CESSION AND ASSIGNMENT

The Customer shall not be entitled to cede, assign or delegate any of its rights and/or obligations in terms of or arising from these Terms and Conditions to any third party without the prior written consent of SNC Services.
SNC Services shall be entitled to cede, assign or delegate any of its rights and/or obligations in terms of or arising from these Terms and Conditions to any third party, without written notice to the Customer.

30. INTERPRETATION

In these Terms and Conditions, unless the context requires otherwise:
1. words importing any one gender shall include the other gender;
2. the singular shall include the plural and vice versa;
3. “in writing” shall also include e-mail;
4. “written notice” shall include notice given by means of e-mail; and
5. a reference to natural persons shall include created entities (corporate or unincorporated) and vice versa.
In these Terms and Conditions, the headings have been inserted for convenience only and shall not be used to assist or affect its interpretation.
Where a clause reference is referred to in these Terms and Conditions and followed by the heading of the clause so referred, if there is any conflict between the two, the word reference to the heading shall prevail.
Any reference in these Terms and Conditions to an enactment is to that enactment as amended or re-enacted from time to time.
If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it is only a definition, effect shall be given to it as if it were a substantive provision in the body of these Terms and Conditions.
When any number of days are prescribed in these Terms and Conditions, same shall be reckoned exclusively of the first and inclusively of the last day unless the last day falls on a day which is not a Business Day, in which case the last day shall be the next succeeding Business Day.
Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail in these Terms and Conditions.
All the annexures incorporated herein shall have the same force and effect as if they were set out in the body of these Terms and Conditions.
Words and/or expressions defined in these Terms and Conditions shall bear the same meanings in the annexures to these Terms and Conditions, which do not themselves, contain their own definitions. To the extent that the annexures to these Terms and Conditions do contain their own definitions for certain words which words are also defined in these Terms and Conditions, the definitions of these Terms and Conditions will prevail to the extent that there is a contradiction.
Words and/or expressions defined in any clause in the body of these Terms and Conditions shall, unless the application of such words and/or expressions is specifically limited to that clause, bear the meaning so assigned to it throughout these Terms and Conditions.
The contra proferentem rule shall not apply and accordingly, none of the provisions hereof shall be construed against or interpreted to the disadvantage of the Party responsible for the drafting or preparation of such provisions.
The eiusdem generis rule shall not apply and accordingly, whenever a provision is followed by the word “including” followed by specific examples, such examples shall not be construed to limit the ambit of the provision concerned.
A reference to any statutory body or court shall be construed as a reference to that statutory body or court as substituted from time to time thereafter by successor statutory bodies or courts, as the case may be.
The expiration or termination of these Terms and Conditions shall not affect such of its provisions if expressly provided that they will continue to apply, after such expiration or termination or which of necessity must continue to apply after such expiration or termination.
This clause 34 is a separate, divisible agreement from the rest of these Terms and Conditions and shall remain in effect even if these Terms and Conditions terminates, is nullified, or cancelled for any reason or cause.

31. GENERAL

These Terms and Conditions contains the entire agreement between the Parties as to the subject matter hereof.
No Party shall have any claim or right of action arising from any undertaking, representation or warranty not included in these Terms and Conditions.
No failure by any Party to enforce any provision of these Terms and Conditions shall constitute a waiver of such provision or affect in any way that Party’s right to require performance of any such provision at any time in the future, nor shall the waiver of any subsequent breach nullify the effectiveness of the provision itself.
No agreement to vary, add to or cancel these Terms and Conditions shall be of any force or effect unless reduced to writing and signed by or on behalf of all the Parties, which signature shall exclude any form of electronic signature, save for any electronic signature simulating a Party’s physical signature and placed onto these Terms and Conditions by that Party or with the prior authorisation of that Party.
It is agreed that each clause and sub-clause of these Terms and Conditions is severable, the one from the other, and if any clause or sub-clause is found to be defective or unenforceable for any reason by any competent court, then the remaining clauses and sub-clauses shall continue to be of full force and effect.
Each Party warrants that it is acting as a principal and not as an agent for an undisclosed principal.
The Parties hereby consent that these Terms and Conditions shall be governed in accordance with the laws of RSA.
These Terms and Conditions shall be binding on and enforceable by and against the estates, heirs, executors, administrators, trustees, assigns, cessionary, successors in title, liquidators, curators, business rescue practitioners or other legal representatives, as the case may be, of the Parties.
This clause 35 is a separate, divisible agreement from the rest of these Terms and Conditions and shall remain in effect even if these Terms and Conditions terminates, is nullified, or cancelled for any reason or cause.

32. INDEPENDENT ADVICE

The Parties acknowledge that they have been free to secure independent legal and other advice as to the nature and effect of all the provisions of these Terms and Conditions and that they have either taken such independent legal and other advice or dispensed with the necessity of doing so. Further, each of the Parties acknowledges that all the provisions of these Terms and Conditions and the restrictions herein contained have been negotiated as between it and the other Party hereto and are part of the overall intention of the Parties in connection with these Terms and Conditions.

Terms and Conditions

Any person using SNC Carrier's services does so in agreeance with our Terms and Conditions as set out below:

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