12. EFFECTS OF TERMINATION
12.1. In the event BB exercising its election:
12.1.1. in accordance with the provisions of clauses 11.3 and/or 11.4, then all outstanding amounts due to BB by the customer
shall immediately become due and payable by the customer to BB and the customer shall pay to the BB all amounts due
by it in terms of these terms and conditions, whether or not such amounts were then due and payable.
12.1.2. in accordance with the provisions of clause 11.1 and/or 11.2, then:
188.8.131.52. the customer shall immediately pay to BB all amounts due by it in terms of the supply of the goods by BB to the
customer in terms of clause 4, whether or not such amounts were then due and payable; and
184.108.40.206. the parties shall immediately cease and refrain thereafter from exercising any of their responsibilities in respect of
the goods under these terms and conditions, provided that BB shall be entitled and the customer shall assist BB to
complete any orders received prior to such termination.
12.2. The customer shall not be released from any debt or liability under these terms and conditions which exists at the time of
termination. Likewise, any termination hereof shall not affect the rights of BB to any moneys otherwise due or to become due
under these terms and conditions.
13. FORCE MAJEURE
13.1. The term "force majeure" shall, in these terms and conditions, mean all unforeseen events which-
13.1.1. prevent or retard the execution of any of its obligations by any party under these terms and conditions without that
party being able to remedy or remove such events;
13.1.2. have not been brought about by the fault of the party which relies thereon; and
13.1.3. are referred to in clause 13.2.
13.2. Force majeure shall mean any material event beyond the control of the party claiming the occurrence of force majeure-
13.2.1. whose occurrence could not have reasonably been foreseen at the date of acceptance of the relevant order by BB in
terms of an accepted order; and
13.2.2. which, despite the exercise of diligent efforts, such party was unable to prevent, limit or minimise, including, but not
limited to, war (declared or not), revolution, riot, strikes (except strike by or affecting employees of either party which
strikes are not part of or directly related to any more wide spread or general strike or other industrial action),
insurrection, civil commotion, invasion, armed conflict, hostile action of foreign enemy, acts of terrorism, sabotage,
radiation, or chemical contamination, acts of God, plague, serious epidemic, official declared state of emergency,
embargoes, sanctions, non-availability of raw materials or transport facilities, restrictions or sanctions imposed by any
government or governmental authority (including the United Nations Organisations), or by force majeure of any
description whether or not of the specific nature indicated above.
13.3. Subject to the terms hereof, BB shall not be responsible or liable for any delay or non-performance of its obligations under
these terms and conditions directly caused or resulting from force majeure.
13.4. BB shall not be entitled to rely on force majeure unless it has given the customer written notice of the existence of such force
majeure forthwith but not later than twenty days of its existence first coming to BB's notice.
13.5. ONCE BB IS AFFECTED BY FORCE MAJEURE, AND IT HAS GIVEN THE CUSTOMER NOTICE THEREOF IN TERMS OF
13.5.1. ALL PERFORMANCE TIME LIMITS SET OUT IN THESE TERMS AND CONDITIONS FOR COMPLIANCE BY BB OF
ITS OBLIGATIONS HEREUNDER, SHALL BE EXTENDED FOR SUCH PERIOD AS SUCH FORCE MAJEURE AFFECTS
13.5.2. BB shall use its reasonable endeavours to obviate and remove such force majeure in the shortest practical time and shall
not be excused from or be entitled to refrain from the performance of such obligations hereunder as may remain
unaffected by the force majeure;
13.5.3. if and when the force majeure applicable terminates, BB shall as soon as is practicably possible, proceed with the
performance of its obligations in terms hereof and neither party shall be liable to the other for losses suffered as a result
of such force majeure.
14.1. These terms and conditions shall be subject to and interpreted in accordance with the laws of the Republic of South Africa.
14.2. These terms and conditions and the accepted order contain the entire agreement between the parties in regard to the subject
matter hereof and supersedes and negates all prior agreements.
14.3. No extension of time or waiver or relaxation of these terms and conditions shall be valid and binding unless recorded in a
written document signed by the party granting such extension, waiver or relaxation. Any such extension, waiver or
relaxation which is so given or made shall be strictly construed as relating only to the matter in respect whereof it was made
14.4. No variation, modification or consensual cancellation of these terms and conditions shall be of any force or effect unless
reduced to writing and signed by the parties.
14.5. All legal costs incurred by BB in consequence of any default of the provisions of this agreement by the customer shall be
payable on demand by the customer on the scale as between attorney and own client and shall include the costs incurred by
BB in an endeavour to enforce its rights prior to the institution of legal proceedings and the costs incurred in connection with
the satisfaction or enforcement of any judgement awarded in favour BB in relation to its rights in terms of or arising out of
these terms and conditions.
14.6. BB shall at any time be entitled to cede all or any of its rights against the customer to any third party without notice to the
14.7. The customer hereby consents, in terms of Section 45(i) of the Magistrates Court Act 32 of 1944 (as amended) in respect of
any proceedings which may be instituted against it, by or arising out of, or in connection with this agreement, to the
jurisdiction of any Magistrate’s Court which at the time of such proceedings has jurisdiction over it in terms of Section 28 (1)
of the Magistrate’s Court Act.
14.8. The customer further agrees that BB shall, in its sole discretion, be entitled to disregard the afore going consent to
jurisdiction and institute any proceedings arising out of, or in connection with this agreement in any division of the High Court
of South Africa exercising jurisdiction.