1. Domicilium: The Applicant’s physical address (as listed above) shall serve as its Domicilium Citandi et Executandi for all purposes, including the service of all legal processes.

2. Proof of Claims: A certificate signed by a Director of Sunrose (the Creditor) shall be prima facie proof of the nature and amount of indebtedness and the date on which it became due and payable.

3. Consent to Jurisdiction: The Applicant consents to the jurisdiction of the Magistrate’s Court, notwithstanding that the amount of the claim may exceed the jurisdiction of the Magistrate’s Court.

4. Independent Contractor: The Applicant is and shall remain an independent contractor. The Applicant is not an employee, agent, or partner of Sunrose and has no authority to bind Sunrose to any obligation or contract whatsoever.

5. Orders and Acceptance: All orders placed by the Applicant are subject to acceptance by Sunrose. Sunrose reserves the right, in its sole discretion, to accept or reject any order.

6. Pricing and Payment: The Applicant agrees to pay for all products ordered at the price prevailing at the time of order acceptance. Payment terms are strictly **30 days** from the date of the statement/invoice, unless otherwise agreed in writing.

7. Interest on Overdue Accounts: Should any amount not be paid on the due date, Sunrose shall be entitled to charge interest on the overdue amount at the maximum legally permissible rate, calculated from the date payment was due until the date of actual payment.

8. Risk and Ownership: **Risk** in the goods passes to the Applicant upon **delivery**. **Ownership** (Title) remains vested in Sunrose until the full purchase price has been paid.

9. Delivery: Delivery dates are estimates only, and Sunrose is not liable for any loss or damage arising from a delay in delivery. The Applicant shall be responsible for all delivery and transport costs unless otherwise agreed in writing.

10. Returns and Claims: All claims regarding damaged or defective goods must be made in writing to Sunrose within **7 days** of delivery. Returns are subject to Sunrose's standard Refunds & Returns Policy as published on its website.

11. Warranties: Sunrose gives no warranties or guarantees, express or implied, other than those explicitly provided by the manufacturer of the goods. The Applicant accepts the goods "as is" with the manufacturer's warranty.

12. Limitation of Liability: Sunrose's liability for any claim, loss, or damage is limited to the replacement of the goods or the refund of the purchase price, at Sunrose's sole discretion. Sunrose will not be liable for any indirect or consequential loss.

13. Indemnity: The Applicant indemnifies and holds Sunrose harmless against any claim, damage, or loss arising from the Applicant's use, marketing, or resale of the products, or any breach of these terms.

14. Trade Marks and IP: The Applicant acknowledges that all trade marks, trade names, and intellectual property (IP) associated with the products belong to Sunrose. The Applicant is granted a non-exclusive, revocable license to use the IP only for the purpose of distributing the products in the agreed territory.

15. Confidentiality: The Applicant agrees to keep all commercial, technical, and financial information disclosed by Sunrose strictly confidential and shall not disclose it to any third party without prior written consent.

16. Breach and Termination: Should the Applicant breach any of these terms, Sunrose may, without prejudice to any other rights, terminate this agreement and/or cancel any unfulfilled orders immediately upon written notice.

17. Enforcement Costs: Should Sunrose institute legal action against the Applicant for the recovery of any amount, the Applicant agrees to pay all legal costs, including collection commission, on the scale as between attorney and own client.

18. POPIA Consent: The Applicant consents to Sunrose collecting, processing, and retaining its personal and trade information for the purposes of this application and managing the distribution/credit relationship, in compliance with the **Protection of Personal Information Act (POPIA)**.

19. Cession and Assignment: The Applicant may not cede, delegate, or assign any of its rights or obligations under this application and agreement without the prior written consent of Sunrose.

20. Whole Agreement: This document, together with any written credit facility granted by Sunrose, constitutes the entire agreement between the parties and supersedes any prior representations or agreements. No amendment shall be valid unless in writing and signed by both parties.

21. Suretyship: I, the undersigned (referred to as “The Surety”), in my private and individual capacity, hereby irrevocably and unconditionally bind myself as surety and co-principal debtor jointly and severally with “The Applicant” (the Distributor) in favour of Sunrose Online (Pty) Ltd (the Creditor) for the due and punctual payment of all debts, and the performance of all obligations, which The Applicant may now or at any time in the future owe to the Creditor, from whatsoever cause arising.

21.1 Renunciation of Legal Benefits: I hereby renounce the legal benefits of excussion (the right to demand that Sunrose first pursue the Applicant) and division (the right to demand that Sunrose divide the claim between me and the Applicant or any other sureties), the force and meaning of which I acknowledge myself to be fully acquainted with.

21.2 Continuing Security: This suretyship is a continuing guarantee and security and shall remain in force notwithstanding any fluctuation in or temporary extinction of The Applicant’s indebtedness to Sunrose.

21.3 No Withdrawal: This Suretyship may not be withdrawn or cancelled without the express written consent of Sunrose.

21.4 Acknowledgement of Debt: I acknowledge that any amount due to Sunrose by The Applicant shall be deemed to be an acknowledgement of debt by me in favour of Sunrose.

21.5 Validity: I confirm that no variation, consensual cancellation, or novation of this Suretyship shall be of any force or effect unless reduced to writing and signed by Sunrose.