1. IN THESE CONDITIONS:

"the goods" means the goods indicated on any company forms, price lists, quotations, delivery notes, order and invoices. "the Company" means Premier Foods Limited.

2. PRICE

2.1 The price of the goods shall be the usual price current at the time of the dispatch of the goods.

2.2 Company price lists shall be considered merely as a guide by the Customer and the Company has the right, from time to time, for any reason and without notice to the
Customer, to change the prices of any of its goods, whether such prices are reflected on price lists or not.

3. PAYMENT

3.1 Payment is to be made according to the payment terms contained in the Company's confirmation of credit letter, which the Customer shall receive on approval of any credit facility by the Company.
" Standard payment terms" on any document issued by the Company shall mean that payment on an invoice is due and payable on the last business day (which excludes a Saturday, Sunday or any other day that banks are not open for business) of the month following upon the date of the invoice. "Standard payment date" shall mean such last business day.

3.2 Should the Customer fail to make payment timeously or withhold payment or any portion thereof for any reason whatsoever the Company shall be entitled to withdraw or reverse any agreed discount or rebate and claim immediate payment of all amounts owing, or alternatively, at the Company's sole discretion, to set off the amount of such discount or rebate against any rebate or other credits or allowances or payments due to the Customer.

3.3 The Customer shall not claim the right to any rebates and/or discounts on any basis of whatsoever nature unless a manager or director of the Company shall have agreed to such rebates and/or discounts in writing, and further provided always that such amount shall not be allowed on any goods dispatched if payment for any goods whatsoever invoiced prior thereto is overdue.

3.4 In all cases where the Customer uses a postal, banking, electronic or similar such service to effect payment, such services shall be deemed to be the agent of the Customer.

3.5 The Customer shall not be entitled to claim set off or deduction in respect of any payment due by the Customer to the Company for goods or services supplied.

3.6 The Company may appropriate all payments made by the Customer to such accounts as it may in its sole and absolute discretion decide.

3.7 Should any amount not be paid by the Customer on due date then the whole amount in respect of all purchases by the Customer shall become due, owing and payable irrespective of the dates when the goods were purchased and the Customer shall be liable to pay interest in respect of amounts unpaid as at the due date at the compound rate of 2% (two per centum) above the prime overdraft lending rate of the First National Bank from time to time on all overdue amounts from due date until date of payment, calculated and payable monthly in advance and should the said interest not be paid in full as aforesaid, the same shall be added to the principal sum, and the total shall form the principal debt which shall then bear interest in the manner as set out above.

3.8 The Company shall have the right to suspend deliveries and to exercise its rights in terms of clause 9 of any amount due by the Customer is unpaid.

4. CREDIT FACILITIES

4.1 The Company reserves the right to withdraw any credit facilities at any time without prior notice and the nature and extent of such facilities shall at times be in the Company's sole discretion and the Company reserves the right to increase or decrease to the extent of the said facilities at its sole discretion. The credit limit shall not be deemed to be the limit of a customer's indebtedness to the Company.

5. ORDERS

5.1 Orders by the Customer for the Company's goods, shall be made in writing to such address as maybe nominated by the Company from time to time.

5.2 Oral orders shall similarly be capable of acceptance by the Company, but the Company will not be responsible for any errors or misunderstandings occasioned by the Customer's failure to make orders in writing.

5.3 Orders shall constitute irrevocable offers to purchase the goods in question and shall be capable of acceptance by the Company by the delivery of the goods or by the written acceptance or confirmation of the order.

5.4 The Customer shall provide the Company with an order number when placing any order with the Company.

6. SUPPLY OF STOCK

6.1 Premier will supply its customers with a maximum stock cover of 3 weeks based on the last 3 months purchases by the customer. This will only be deviated from in highly exceptional cases and if Premier Foods has, in its sole discretion, agreed thereto in writing.

7. DELIVERY

7.1 In the event that the Company transports the goods to the Customer, delivery and passing of the risk in the goods, shall be deemed to have taken place when the goods are off-loaded at the Customer's premises. The signature of any employee of the Customer on a Company delivery note or nvoice shall be prima facie proof of the proper delivery oft he goods.

7.2 In all cases where delivery to the Customer occurs by carrier, the carrier shall be the Customer's agent, and delivery to such carrier by the Company shall be deemed to be delivery to the Customer. The signature of any employee of the carrier shall be prima facie proof of proper delivery to the Customer.

7.3 Should the Company, at the Customer's request, agree to engage a carrier to transport goods to the Customer, such carrier shall be the Customer's agent and the Company shall engage the carrier on such terms and conditions as it deems fit and the Customer indemnifies the Company against all demands and claims which may be made against it by the carrier so engaged and all liability which the Company may incur to the carrier arising out of the transportation of the goods.

7.4 Delivery of goods to any delivery address given by the Customer, shall constitute proper delivery of the goods, despite the fact that such address may not have been the address or premises of the Customer.

7.5 Whilst every effort will be made to dispatch goods as advised, the Company does not guarantee despatch on any specific date and shall not be liable for any damages for failure to effect delivery/dispatch timeously for any reason beyond the Company's reasonable control, including but not limited to, inability to secure transport, labour, power, materials, equipment or supplies or by reason of an act of God, war, civil disturbance, riot, state emergency, strike, lockout or other labour disputes, fire, flood, drought or legislation. The Customer shall not be entitled to cancel any order by reason or such delay.

7.6 In the event that the Company makes delivery to the Customer in installments, each installment shall be deemed to be the subject of a separate contract and non-delivery or delay in delivery of any installment shall not affect the balance of the contract or entitle the Customer to cancel the contract.

7.7 When goods are delivered in installments, invoices relating to separate deliveries shall be paid as if such goods were the subject of a separate order and no payment shall be postponed until such time as all the goods ordered have been delivered.

7.8 If the Customer fails to take delivery of the goods ordered, or in any way delays the delivery of goods ordered, then the risk in the goods shall immediately pass to the Customer and the Customer shall be liable to pay the Company the reasonable costs of storing, insuring, and handling the goods, until delivery takes place.

7.9 The Customer shall be barred from lodging any claim in respect of discrepancies between goods charged and goods delivered, unless the Customer has specified on the delivery note, the nature of the discrepancy.

8. OWNERSHIP & RISK

8.1 Notwithstanding that all risk in and to all goods sold by the Company to the Customer shall pass on delivery, ownership in all goods sold and delivered shall remain vested in the Company until the full purchase price has been paid and in the event of a breach ofthese terms and conditions by the Customer, or ifthe Customer is sequestrated or placed under liquidation or judicial management or commits any act of insolvency or enters into any compromise with its creditors or fails to satisfy a judgement granted against it within 7 days of the date of judgement or changes the structure of its ownership, the Company shall be entitled to take possession of the goods without prejudice to any further rights vested in the Company, and is hereby irrevocably authorised to enter upon the Customer's premises to take possession of such goods without Court order.

8.2 Goods in the possession of the Customer bearing the Company name, trade marks and labels shall be deemed to be those for which payment has not yet been made, and should any breach of these terms occur, may be re-possessed by the Company in terms of paragraph 8.1.

8.3 The Customer shall fully insure the goods purchased from the Company against loss or damage, until the full purchase price has been paid by the Customer for such goods. Pending payment to the Company for goods purchased, all benefits in terms of the insurance policy relating to the insurance of such goods are ceded to the Company.

8.4 The Customer shall inform the Landlord of the premises at which the goods are kept that such goods are the sole and absolute property of the Company until such time as the full purchase price has been paid to the Company by the Customer.

9. LEGAL PROCEEDINGS

9.1 Regardless of the place of execution or performance under these terms and conditions or domicile of the Customer, these terms and conditions and all modifications and amendments hereof, shall be governed by and decided upon and construed under and in accordance with the laws of the Republic of South Africa.

9.2 The Company shall, at its option and notwithstanding that the amount of its claim or the nature of the relief sought by it exceeds the jurisdiction of the Magistrate's Court, be entitled to institute action out of such court.

9.3 The Customer shall pay all legal costs, including attorney/own client costs, tracing agent's fees and collection charges which the Company may incur in taking any steps pursuant to any breach of these terms and conditions by the Customer.

9.4 A certificate issued and signed by any director or manager of the Company, whose authority need not be proved, in respect of any indebtedness of the Customer to the Company or in respect of any other fact, including but without limiting the generality of the afore going, the fact that such goods were sold and delivered, shall be prima facie evidence of the Customer's indebtedness to the Company and prima facie evidence of such other fact and prima facie evidence of the delivery of the goods.

9.5 The Customer's physical address as given on the front page of this document, shall be recognised as the Customer's domicilium citandi et executandi (domicilium) for all purposes in terms of this agreement, whether in respect of the serving of any court process, notices, the payment of any amount or communications of whatever nature.

10. ARBITRATION

10.1 The Company has the sole option to refer any dispute arising from or in connection with this agreement to arbitration, which arbitration shall bind both Company and Customer.

10.2 The arbitrator must be a person agreed upon by the parties or failing agreement, an arbitrator must be appointed by the Arbitration Foundation of Southern Africa, who shall then finally resolve the dispute or issue in accordance with the Rules of the Arbitration Foundation of SA

11. NEGOTIABLE INSTRUMENTS

11.1 Acceptance of a negotiable instrument by the Company shall not be deemed to be a waiver of the Company's rights under this agreement. In relation to cheques furnished by the Customer to the Company, the Customer waives his right to insist on notice of dishonour or protest given to it in the event that the cheque is dishonoured.

12. RETURNED GOODS

12.1 Goods sold by the Company are not returnable save at the option of the Company. Should the Company in its absolute discretion elect to accept the return of any goods, the following will apply:¬

12.1.1 All goods returned must be complete, clean, saleable and undamaged and in their original packaging;

12.1.2 The value of credit for goods returned will be calculated at the invoice value when the goods were purchased, less 10% handling charge unless the cause for goods being returned was solely the responsibility or fault of the Company in which latter event no handling fee will be charged;

12.1.3 The Company will only receive goods returned by the Customer if such goods are proven to be faulty to the satisfaction of the Company;

12.1.4 All goods are to be returned at the Customer's expense and the risk in the goods remains with the Customer until the goods are received by the Company; and

12.1.5 Any claim for value of credit for goods returned to which the Customer is entitled to, shall be made and received by the Company within 3 months of the delivery date in respect of such goods, failing which the Customer shall irrevocably be deemed to have waived any rights, title, interest and/or entitlement to claim such credit. The Company shall be deemed not to have received such claim unless such claim is accompanied by a duly completed credit note made available to the Customer by the Company.

13. WARRANTIES & INDEMNITY

13.1 Warranty on the goods sold is limited to the manufacturer's warranty. All other warranties either expressed or implied, including any warranty that the goods are fit for a particular purpose are expressly excluded. The Company's liability for any breach of warranty shall be limited to and fully discharged by the Company when it supplies, free of charge, goods replacing those found to be defective, having regard to the use already or previously obtained from them. The Company's decision as to whether goods are defective or not shall be binding on all parties.

13.2 The Company disclaims all liability to the Customer in connection with the Company's performance or the Customer's use of the goods supplied and in no event will the Company be liable to the Customer for delictual, special, indirect or consequential damages including but not limited to, loss of profits.

13.3 Any liability of the Company for breach of contract will not exceed in the aggregate of damages, costs, fees and expenses capable of being awarded to the Customer, the total price paid or due to be paid by the Customer fort the goods supplied.

14. GENERAL

14.1 This contract, which includes the credit application, the confirmation of credit letter and the trade terms for a particular year, together with invoices(s) represents the entire agreement between the Company and the Customer and shall govern all future contractual relationships between the Company and the Customer and shall also be applicable to all debts which the Customer may owe to the Company prior to the Customer's signature hereto.

14.2 No amendment and/or alteration and/or variation and/or deletion and/or addition and/or cancellation of these terms and conditions, whether consensual or unilateral or bilateral shall be of any force and effect unless reduced to writing and signed by a director of the Company. No agreement, whether consensual or unilateral or bilateral purporting to obligate the Company to sign a written agreement to amend, alter, vary, delete, add or cancel these terms and conditions shall be of any force and effect unless reduced to writing and signed by a director of the Company.

14.3 No warranties, representations or guarantees have been made by the Company or on its behalf which may have induced the Customer to sign this document.

14.4 No relaxation or indulgence which the Company may give at any time in regard to the carrying out of the Customer's obligations in terms of any contract shall prejudice or be deemed to be a waiver of any of the Company's rights in terms of any contract.

14.5 The Customer shall not cede its right nor assign its obligation.

14.6 The Company shall at any time in its sole discretion be entitled to cede all or any of its rights in terms of this application for credit facilities including all terms and conditions to any third party without prior notice to the Customer.

14.7 Any written notice to the Company shall be addressed to the relevant Divisional office.

14.8 The Customer undertakes to notify the Company within a period of seven days of any change of address or any changes in the information as set out in this agreement. 14.9 The headings in this document are included for convenience and are not to betaken into account for the purpose of interpreting this agreement.

14.10 Each of the terms herein, shall be separate and divisible term and if any such term becomes unenforceable for any reason whatsoever, then that term shall be severable and shall not affect the validity of the other terms.

14.11 The terms and conditions contained herein shall prevail in the event of a contradiction between the terms and conditions contained herein and any other document signed by the Company, unless such other document specifically states otherwise, and then only to the extent required to give meaningful interpretation to such overriding
provision.

15. DISCLOSURE OF CONFIDENTIAL INFORMATION

15.1 The Customer understands that the personal information given in this credit application form is to be used by the Company for the purposes of assessing its credit worthiness. The Customer confirms that the information given by it in the credit application form is accurate and complete. The Customer further agrees to update the information supplied, as and when necessary, in order to ensure the accuracy of the above information, failing which the Company will not be liable for any inaccuracies.

15.2 The Company has the Customer's consent at all times to contact and request information from any persons, credit bureaus or businesses, including those mentioned in the credit application form and to obtain any information relevant to the Customer's credit assessment, including but not limited to, information regarding the amounts purchased from suppliers per month, length of time the Customer has dealt with such supplier, type of goods or services purchased and manner and time of payment.

15.3 The Customer agrees and understands that information given in confidence to the Company by a third party on the Customer will not be disclosed to the Customer.

15.4 The Customer hereby consents to and authorises the Company at all times to furnish credit information concerning the Customer's dealings with the Company to a credit bureau and to any third party seeking a trade reference regarding the Customer in his dealings with the Company.