This Commodity Purchase Agreement (“Agreement”) is concluded between Hamoodley Oil and Mining Company (“the Seller”), a company registered in the Republic of South Africa with its head office at Bankenveld Estate, Witbank, Mpumalanga, and the Buyer identified in the order (“the Buyer”). The configuration summary, trade ticket and contact details completed above form part of this Agreement.
1. Formation & electronic signature
By ticking the acceptance box and typing your full name in the signature field, you sign this Agreement electronically in terms of the Electronic Communications and Transactions Act, 25 of 2002 (“ECTA”). Your typed name constitutes your electronic signature. This Agreement is legally binding, enforceable against you, and admissible in evidence in any South African court. The Seller may retain this Agreement and related records in electronic form, which you consent to.
2. Subject matter & specification
The Seller agrees to sell and the Buyer agrees to buy the commodity, quantity, purity/grade, form, certification, packaging, delivery term, inspection and insurance selections recorded in the configuration summary and trade ticket. All selections shown at the point of signature form part of this Agreement. Specifications are subject to standard industry tolerances for weight, assay and grade unless otherwise agreed in writing.
3. Price & payment
Prices are indicative ZAR amounts anchored to live international market spots, fixed at the date of electronic signature, and payable in full in Bitcoin before dispatch, shipment or transfer of the commodity. Settlement occurs at the Bitcoin/ZAR rate quoted when the payment is generated. An order is confirmed after one (1) Bitcoin network confirmation. No discounts, set-off or part-payment apply.
4. Incoterms, delivery & transfer of risk
Delivery is on the Incoterm selected in the configurator (EXW, DAP, FOB or CFR). Title to and risk in the commodity pass from the Seller to the Buyer at the point specified by the selected Incoterm. Where EXW is selected, the Buyer arranges collection and bears all cost and risk from the point of collection. Export documentation is provided only where selected and permitted by law.
5. Inspection, sampling & quality
Where third-party inspection is selected (SGS, Intertek or Bureau Veritas), the inspection report is final and binding on both parties as to weight, quantity and quality at the time of inspection, and the inspection fee is payable by the Buyer. Where no third-party inspection is selected, the Seller’s own assay or quality certificates are accepted as final. Claims for shortage or quality must be lodged in writing within ten (10) business days of delivery, supported by independent inspection evidence.
6. Insurance
Transit and cargo insurance may be added at 0.5% of the order value. If insurance is not selected, the Buyer bears all risk of loss or damage from the point at which risk passes under the Incoterm. Where selected, insurance is subject to the insurer’s standard terms and conditions.
7. Lead times & force majeure
Indicative lead times are estimates and not guaranteed. Neither party is liable for delay or failure caused by force majeure, including but not limited to mining, processing, transport, port, rail, labour, weather, power supply, government action or market disruption beyond the party’s reasonable control.
8. Compliance & lawful purpose
The Buyer warrants that: (a) the funds used are not derived from criminal or unlawful activity; (b) the Buyer is not a sanctioned or listed person under South African or international law; and (c) the commodity is purchased for a lawful purpose. The Seller may refuse, suspend or cancel any order to comply with anti-money-laundering, sanctions, export-control or other legal obligations, with a refund of any payment received.
9. Warranties & limitation of liability
The Seller warrants that it has the right to sell the commodity and that the commodity will conform to the agreed specification. To the maximum extent permitted by South African law, the Seller’s aggregate liability under this Agreement is limited to the amount actually paid by the Buyer for the order. Neither party is liable to the other for indirect, consequential or special damages, loss of profit or loss of opportunity.
10. Confidentiality
The terms of this Agreement and the Buyer’s details are confidential and may be disclosed only as required by law, to professional advisers, or to the extent necessary to perform this Agreement.
11. Governing law & jurisdiction
This Agreement is governed by the laws of the Republic of South Africa. The parties submit to the non-exclusive jurisdiction of the High Court of South Africa, Mpumalanga Division, for any dispute arising from or in connection with this Agreement.
12. Disputes
The parties will first attempt to resolve any dispute in good faith. Failing resolution within fourteen (14) days, either party may refer the dispute to arbitration in accordance with the Arbitration Act, 42 of 1965, or proceed in the courts referred to in clause 11.
13. Entire agreement & severability
This Agreement, together with the configuration summary, trade ticket and the Hamoodley Terms & Conditions of Trade published on the website, constitutes the entire agreement between the parties. If any provision is held unenforceable, the remaining provisions continue in full force and effect.
14. Protection of personal information
The Buyer’s personal information is processed in accordance with the Protection of Personal Information Act, 4 of 2013, and used only to conclude and perform this Agreement and as required by law.
