_TERMS

in respect of

an electronic closed vehicle auction to be conducted by

KIA Motors SA (Pty) Limited (Registration No. 1968/003273/07)

trading as KIA Internal of

5 Herman Road, Meadowdale, Johannesburg

Tel. (011) 457-0200 / Email. lungelon@kia.co.za /

URL: htpps.kiainternal.co.za.

Version 01/2017

REGISTRATION TERMS

[PART 1]

1. INTRODUCTION

   1. KIA Internal conducts internet auctions on behalf of the KIA Motors SA, as well as on behalf of dealers and on its own initiative.

2. The CPA prohibits KIA Internal from accepting bids from any person who is not a registered Bidder.

3. These Registration Terms deal with the procedure and terms and conditions upon which a consumer may become registered as a Bidder.

2. THINGS TO NOTE BEFORE REGISTERING

   1. KIA Internal draws consumer’s attention to the following:-

1. In these Registration Terms [and in the Rules of Auction (Part 2), the Conditions (Part 3) and the General Terms and Conditions (Part 4)]:-

2. words or expressions which appear in bold italics, have the meaning set out in the Definitions, and;

3. the rules of interpretation (as set out in the Definitions) will apply.

2. These Registration Terms must be read in conjunction with Parts 2, 3, 4 and 5.

3. As to the role of KIA Internal, the consumer is alerted to the fact that KIA Internal, never comes into actual contact with or take possession of the goods and.

1. is not a party to the sale of any of the listed goods;

2. does not itself inspect the goods listed for sale on the Site;

3. does not warrant or represent that the description of any goods listed on the Site is or will be accurate;

4. will not be a party to any dispute which may arise between the Purchaser and the Seller in relation to any sale transaction concluded in terms of the Conditions .

4. Consumers wishing to register will be prompted (by the applicable Site mechanism below) to declare that they have read and understood and that they agree these Terms. By doing so the consumer is committing herself/himself contractually. The consumer hereby agrees that his/her electronic assent to the Terms has the same legal effect as a signature, using pen and paper.

5. Consumers are furthermore alerted that, once registered by KIA Internal as a Bidder and by bidding for any item listed for sale on the Site, this could result in a contract of sale between the Bidder (as Purchaser) and the Seller.

6. Consumers are therefore asked to read and fully familiarize themselves with the Terms before assenting to the Terms and submitting the Registration Form.

7. KIA Internal may, call upon the Bidder to provide a written signature to confirm the Bidder’s electronic assent.

8. The consumer hereby agrees and consents to KIA Internal having access to and/or conducting credit reference checks in relation to the consumer including but not limited to credit reference checks with any registered credit bureau.

9. The consumer understands and agrees that Trade and Retail values appearing on this site are supplied by Transunion Credit Bureau (PTY) limited under license and are merely to provide an indication as part of, and not a replacement for, own due diligence in determining a fair value for the vehicle and in this regard, hold KIA Internal, its holding, subsidiary and associated companies harmless for any damages whatsoever resulting from use of the Transunion values

3. REGISTRATION PROCEDURE

1. Consumers who wish to register as Bidders must first fully complete and submit the Registration Form to KIA Internal.

2. Consumers are alerted that, by fully completing and returning the Registration Form they will, in so doing:-

1. be required to furnish KIA Internal with their:-

1. full names and identity or passport or registration number;

2. age (or the age of the Bidder’s representative as the case may be);

3. physical address, internet protocol address, postal address, telephone number, telefax number, cellular number and e-mail address;

2. certify that the information provided by the consumer in the Registration Form is true and correct in all respects;

3. certify that they have read, understand and agree to the Terms.

3.2.4 expressly consents to KIA Internal processing such data and storing it for the purposes set out in this agreement.

3. Consumers will also be obliged to:-

1. submit to KIA Internal a preferred username (in the form of an email address);

2. create a preferred pin;

3. furnish KIA Internal with such supporting documentation as may be required by KIA Internal.

4. Consumers and other bidders are alerted to the fact that KIA Internal is, in terms of Regulation 26(2) of the CPA, obliged to verify the consumer’s identification and address details in accordance with Chapter One of the regulations in terms of the Financial Intelligence Centre Act 2001 published in Notice No. R.1595 in Gazette No. 24176 of 20 December 2002 [the “FICA Regulations”] which may include calling for the following information and documentation:-

1. an identification document of the consumer; or

2. in the case of a juristic person, the CK,CM, COR business documents, proof of address and identity book details of the directors; and

3. in the case where the consumer is, for a reason that is acceptable to KIA Internal, unable to produce an identification document:-

1. another document issued to that consumer, which, taking into account any guidance notes concerning the verification of identities which may apply to internet auctions, is acceptable to KIA Internal and bears:- (aa) a photograph of the consumer; (bb) the consumer’s full names or initials and surname; (cc) the consumer’s date of birth; (dd) the consumer’s identity number, and;

2. any of the above particulars with information which is obtained from any other independent source, if it is believed to be reasonably necessary taking into account any guidance notes concerning the verification of identities which may apply to internet auctions;

3. a document issued by the South African Revenue Service bearing the income tax number and the name of the consumer;

4. a utility bill or other documentation verifying the residential address of the consumer.

5. The Bidder’s attention is drawn to the fact that KIA Internal is legally obliged to keep and make available certain records and these include records of the Bidder. By submitting the Registration Form, the Bidder consents and agrees to KIA Internal keeping and making available for inspection such information and records of the Bidder as KIA Internal may be obliged to keep and/or disclose.

4. REGISTRATION AS A BIDDER

   1. KIA Internal will review the consumer’s Registration Form and may, if KIA Internal deems it appropriate, call on the consumer to provide additional information and/or supporting documentation.

2. Once KIA Internal has satisfied itself that the consumer has met all of the applicable registration requirements it will register the consumer as a Bidder and provide the Bidder with:-

1. confirmation of the Bidder’s preferred secret username and pin alternatively allocate to the Bidder a secret username and/or secret pin;

2. access to the Site for purposes of bidding for goods listed for sale on the Site.

3. KIA Internal undertakes to keep secret and refrain from disclosing to any third party whomsoever the secret username and pin of the Bidder, unless directed to do so by a competent authority.

4. Bidders please be aware that KIA Internal will terminate a Bidder’s registration if:-

1. a successful Bidder fails to comply timeously or at all with its obligations to the Seller in respect of any sale transactions concluded on the Site;

1. KIA Internal has reason to believe that a Bidder:-

   1. engaged in bid manipulation and/or has unfairly induced any other person to make bids and/or has altered and/or attempted to alter or affect the bid price in any way and/or has in any way colluded or attempted to collude with any person whomsoever to alter or attempt to alter a fair bidding process;

   2. is (or can reasonably expected to be) unable to meet any obligations arising from these Terms and/or in respect of any sale transaction concluded with the Seller.

1. It is in the sole discretion of KIA Internal to determine whether the information which was provided by the Bidder is in compliance with the KIA Internal requirements and/or meets the FICA requirements.

5. SURETYSHIP

1. If the consumer is not a natural person KIA Internal may refuse to register the consumer as Bidder unless it has furnished KIA Internal with a suretyship executed:-

1. by a natural person;

2. in favour of the Seller and KIA Internal;

3. binding himself/herself as surety with and on behalf of the Bidder;

4. for the due fulfillment by the Bidder of its obligations to the Seller and to KIA Internal in respect of any obligation arising from the Terms and/or in respect of any sale transaction concluded with the Seller;

5. on such terms and conditions contained in the Suretyship [or on such terms as may be agreed between KIA Internal and the Surety, in writing].

6. INDEMNITY AND WAIVER

1. The Bidder hereby acknowledges that it will have no claim of whatsoever nature howsoever arising against KIA Internal relating to its registration as a Bidder and/or any trading activities conducted through the medium of the Site; save and except for:-

2. any intentional harm caused to the Bidder by KIA Internal, and/or;

3. any breach by KIA Internal of its obligation to the Bidder in respect whereof the Bidder may have a claim.

RULES OF AUCTION IN TERMS OF REGULATION 22(1)

[PART 2]

1. COMPLIANCE WITH CONSUMER PROTECTION ACT

1. SECTION OF 45 OF THE CPA

The Seller’s attention is drawn to the provisions of Sections 45(1) to 45(5) of the CPA which read as follows:-

“(1) In this section, ‘auction’ includes a sale in execution of or pursuant to a court order, to the extent that the order contemplates that the sale is to be conducted by an auction.

(2) When goods are put up for sale by auction in lots, each lot is, unless there is evidence to the contrary, regarded to be the subject of a separate transaction.

(3) A sale by auction is complete when the auctioneer announces its completion by the fall of the hammer, or in any other customary manner, and until that announcement is made, a bid may be retracted.

(4) Notice must be given in advance that a sale by auction is subject to:-

1. a reserved or upset price; or

2. a right to bid by or on behalf of the owner or auctioneer, in which case the owner or auctioneer, or any one person on behalf of the owner or auctioneer, as the case may be, may bid at the auction.

5. Unless notice is given in advance that a sale by auction is subject to a right to bid by or on behalf of the owner or auctioneer:-

1. the owner or auctioneer must not bid or employ any person to bid at the sale;

2. the auctioneer must not knowingly accept any bid from a person contemplated in paragraph (a); and

3. the consumer may approach a court to declare the transaction fraudulent, if this subsection has been violated.”

1. KIA Internal certifies that, to the best of its knowledge and belief, the Rules of Auction comply with Section 45 of the CPA as set out above.

2. KIA Internal certifies that, to the best of its knowledge and belief, the Rules of Auction comply with the regulations.

3. KIA Internal draws consumer’s specific attention to Section 45(2) of the CPA which reads as follows:-

“When goods are put up for sale by auction in lots, each lot is, unless there is evidence to the contrary, regarded to be the subject of a separate transaction”.

8. RESERVE PRICE

Notice is given that the auction is subject to a reserve price which will be reflected in the listing.

9. COMMENCEMENT TIME

The auction will commence at the published time and will not be delayed to enable any specific person or persons in general to take part in the auction.

10. REGISTRATION

1. Any consumer or Bidder wishing to participate in the auction must first register his/her/its identity with KIA Internal prior to the commencement of the auction in accordance with the Registration Terms (Part 1).

2. KIA Internal may not accept bids from anyone other than registered Bidders.

11. BIDDING

1. All bids are to be submitted electronically via the mechanism provided on the Site and no alternative form of bid will be considered or accepted.

2. Each bid will constitute an offer to purchase the particular lot in question from the Seller, subject to and in accordance with the terms and Conditions of Sale prescribed in the Conditions of Sale .

3. The sale by auction is, subject to clause 13 below, complete at the closing time.

4. Bidders to be aware that the bid amount represents the full purchase price inclusive of VAT.

5. If there is a dispute between two or more Bidders as to who put in the highest bid, KIA Internal’ record of the highest bid stands.

6. KIA Internal will communicate acceptance of a successful bid (“Sale Acceptance”) to the Purchaser electronically via the mechanism provided on the Site and in accordance with clause 34 (of Part 4).

12. CONTINUATION OF BIDDING AFTER CLOSING TIME

1. Should KIA Internal receive a bid after the closing time, it may, in its sole and absolute discretion, entertain the late bid on the further terms and conditions herein contained.

2. For the purposes of this clause 12, the following terms shall bear the following meaning:-

1. “Late Bidder” means a Bidder who has submitted a bid no later than fifteen (15) minutes after the closing time (and in the case of more than one bid, the term shall refer to the Bidder who submitted the highest bid);

2. “Last Bidder” means the Bidder who submitted the highest bid as at the closing time.

3. KIA Internal may not entertain a bid from a Late Bidder if said bid is received later than fifteen (15) minutes after the closing time.

4. In the event of KIA Internal electing to entertain the late bid, it shall notify the Last Bidder of the bid by SMS and/or e-mail and the Last Bidder has fifteen (15) minutes within which to improve on the bid.

5. In the event of the Last Bidder electing to compete with the Late Bidder, by submitting a further bid as provided hereinabove, the process of competitive bidding between the Late Bidder and the Last Bidder shall continue until the bidding ends.

13. SALE OF GOODS OR LOT

1. Provided that notification of the Sale Acceptance is communicated to the successful Bidder (the “Purchaser”) within twenty four (24) hours of completion, there shall come into effect an agreement of sale between the Seller and the Purchaser on the terms and conditions contained in the Conditions of Sale (Part 3).

2. If the Purchaser fails to timeously make payment of the purchase consideration, KIA Internal may:-

1. declare the transaction cancelled;

2. sell the subject matter to the second highest Bidder at the second highest bid price.

3. Re-advertise the lot of goods for re-auction.

3. Subscribers be aware that in the event of the cancellation of a transaction due to late payment or non-payment of the purchase price:-

1. the Seller stands to suffer damages and loss, including but not limited to the damages parameters set out in clause 26 (Part 3);

2. KIA Internal may, by written notice, bar the Purchaser from participating in future auctions on the Site.

14. GENERAL

1. KIA Internal does not have a trust account. Purchasers are required to pay the Seller directly (as prescribed in the Conditions).

2. KIA Internal will, unless the reason for the auction is a voluntary disposal of goods by the owner, announce the reason for the auction.

3. Bidders’ records (as contemplated in Regulation 26) and the vendor roll [as contemplated in Regulation 28(4)] shall be available for inspection:-

1. at KIA Internal’ offices during normal business hours, without the charge of a fee, or;

2. at the request of a consumer through the medium of the Site in a generally used or accepted medium or format.

4. In the event that these Rules of Auction are amended at any time after publication, KIA Internal will expressly identify that the new version/replacing version is the amended version.

5. KIA Internal may not charge a Bidder for participating in the auction.

CONDITIONS OF SALE

[PART 3]

15. PURCHASE AND SALE

The Seller hereby sells the Goods to the successful Bidder (the “Purchaser”) with effect from the KIA Internal Sale Acceptance notification (the “effective date”) on the terms and conditions contained in this Part 3 read with the remainder of the Terms (hereinafter referred to as the “Sale”).

16. PERFECTION OF SALE

    1. The Purchaser shall be liable to take all steps and do all things necessary in order to perfect the Sale, as soon as is reasonably possibly but in any event by not later than two (2) weeks of the effective date.

2. Without limiting the generality of clause 17.1 above , the Purchaser is required to:-

1. effect payment of the purchase price to the Seller;

2. take delivery of the Goods;

3. sign the delivery receipt;

within (2) two days of the effective date.

3. The Seller is obliged to furnish the Purchaser with:-

1. physical possession and delivery of the Goods simultaneously against payment of the full purchase price, and;

2. the original Vehicle Registration Papers against payment of the full purchase price or as soon as is reasonably possible thereafter .

4. The Purchaser acknowledges that the Seller will not always be in a position to give the Purchaser physical possession of the original Vehicle Registration Papers against delivery of the Goods.

5. The Seller is obliged to do all things, take such steps and do whatever is required in order to procure that the Vehicle Registration Papers are delivered to the Purchaser within 7(seven days) of receipt of payment of the purchase price.

17. PAYMENT OF PURCHASE PRICE

1. The Purchaser is liable to effect payment of the purchase price within 30 days of the effective date in the manner and on the further terms and conditions prescribed below.

2. The Purchaser declares that it is aware:-

1. of the Purchaser’s obligation to ensure that all payments payable in terms hereof reach the Banking Account on or before due date, and;

2. that an instruction by the Purchaser to her/his/its bankers to effect payment by electronic funds transfer will not necessarily result in the immediate transfer of the funds into the nominated account – there is sometimes a delay associated with inter-bank electronic funds transfers;

3. payments by bank guaranteed cheque could take up to seven days to clear.

3. Having regard to the acknowledgements recorded in clause 18.3 above, the Purchaser hereby acknowledges and undertakes that:-

1. in effecting electronic funds transfers, the Purchaser’s bankers shall act as agent for the Purchaser, and;

2. it is the obligation of the Purchaser to ensure that any amount payable to the Seller in terms of this Agreement reaches the nominated Banking account by:-

1. no later than the due date of payment, and;

2. way of cleared funds which are immediately available.

4. The Purchaser may not seek to apply set-off of any of its obligations to the Seller contained in these Conditions of Sale unless:-

1. the Seller is in breach of these Conditions of Sale, and;

2. the Purchaser has first given the Seller prior notice of the Purchaser’s intention to apply set-off which notice must:-

1. be delivered to the Seller with twenty-four (24) hours of dispatch of the Sale Acceptance notification to the Purchaser;

2. state the amount in respect whereof the Purchaser wishes to apply set-off;

3. the nature and cause of the indebtedness against which the Purchaser wishes to apply set-off.

5. In the circumstances contemplated in clause 18.5 above, the Seller may, by written notice to the Purchaser, elect to resile from the Sale, in which event both parties’ rights to claim damages are fully reserved.

18. TRANSFER OF OWNERSHIP

1. Notwithstanding delivery of the Goods and/or the Vehicle Registration Papers, transfer of ownership in and to the Goods shall remain vested in the Seller until such time as the full purchase price reflects as cleared funds in Banking Account.

2. Ownership in and to the Goods shall be deemed to pass from the Seller to the Purchaser when the full purchase consideration reflects as cleared funds in the Banking Account.

19. POSSESSION, RISK AND DELIVERY

1. The Seller shall give the Purchaser possession of the Goods upon payment of the purchase price as provided in clause 19 above, from which date all risk in and to the Goods shall pass from the Seller to the Purchaser .

20. WARRANTIES BY PURCHASER

The Purchaser warrants that:-

1. the information provided by it in the Registration Form is accurate and true in all respects;

2. upon submitting a bid, it is willing and able to effect payment of the purchase price;

3. it has not, directly or indirectly, engaged in or been involved in bid manipulation and/or unfairly induced any other person to make bids and/or alter and/or affect the bid price and/or in any way colluded with any person whomsoever to alter or attempt to alter a fair bidding process;

4. it is aware that it is the Purchaser’s responsibility to view and inspect the Goods and to satisfy itself as to the condition thereof;

5. it is aware that the Purchaser may only rely on warranties or representations made by the Seller in the listing and/or the Regulation 32 Notice and/or by way of a written warranty or representation from the Auctioneer.

21. WARRANTIES BY SELLER

The Seller warrants that:-

1. it is the owner of the Goods and/or that it is lawfully authorised to sell the Goods and is able to pass transfer of ownership thereof;

2. it is capable of warranting against eviction of the Goods;

3. to the best of the Seller’s knowledge and belief the description of the Goods and the particulars of defects and/or reconditioning requirements (where applicable) are accurate and that the estimates in respect of reconditioning costs (where applicable) are reasonably accurate and market related;

4. the Goods will, as at the effective date, be in substantially the same condition as at the listing date.

22. VOETSTOOTS

1. Subject to the Seller’s warranties contained in clause 22 above, the Purchaser hereby:-

1. acknowledges and accepts that Part H of the CPA (which deals with a consumer’s right to fair value, good quality and safety) does not apply to goods bought at an auction, and;

2. acknowledges and agrees that the Goods are purchased in accordance with the common law principle of “voetstoots” (meaning that the Seller is not liable for any patent or latent defects in and to the Goods) and that the Goods are sold in the condition in which they stand.

2. The Purchaser acknowledges that the Seller disclaims liability for all or any warranties and/or representations made to the Purchaser prior to the effective date, whether express, oral and/or implied unless:-

1. the warranties are contained in the Terms and/or the listing and/or the Regulation 32 Notice and/or were reduced to writing by the Auctioneer;

2. the representations were included in the Terms and/or the listing and/or the Regulation 32 Notice and/or were made by the Auctioneer in writing.

23. VAT

The Seller shall be liable to furnish the Purchaser with a properly constituted VAT invoice in respect of the Goods within 7(seven) days of the auction date which is available on Doc view.

24. DAMAGES

The Purchaser acknowledges that the damages which the Seller stands to suffer (should the Seller cancel the Sale due to the Purchaser’s breach of these Conditions and/or the Terms) include but are not limited to:-

1. the difference between the Sale price and the price at which the goods may ultimately be sold, and;

2. the commission which the Seller is liable to pay KIA Internal (in terms of clause 14 above, and;

3. the fair and reasonable cost of relocating, storing and insuring the goods up until the date of their re-sale;

4. such further common law damages which the Seller may be able to prove to have suffered, and for which the Purchaser may be held liable.

GENERAL TERMS

[PART 4]

25. BREACH

1. In the event of a party (the “Defaulting Party”) breaching any of the Terms, the aggrieved party (“Aggrieved Party”) shall be entitled (but not obliged) by written notice to the Defaulting Party:-

1. to claim specific performance, or;

2. to cancel any agreement subject to the Terms and/or to cancel any Sale concluded subject to the Conditions of Sale, and;

3. in either of the circumstances contemplated in clauses 26.1.1 and 26.1.2 above, claim such damages as it may have suffered as a consequence, excluding consequential and/or pure economic loss.

2. The aforegoing remedies shall be:-

1. without derogating from any specific breach provisions contained in Parts 1, 2 and/or 3 (as the case may be), and;

2. in addition to such remedies which the Aggrieved Party may have in law.

3. Without limiting or derogating from the aforegoing, it is agreed that an Aggrieved Party (who has suffered and/or is entitled to damages) may not under any circumstances claim or be entitled to damages which constitute consequential and/or pure economic/financial loss.

26. APPLICABLE LEGISLATION

1. The Terms are subject to all applicable statutes, regulations, by-laws or ordinances as may be (collectively referred to as “lawful authority”) in force in the Republic of South Africa from time to time.

2. In the event of any one more of the provisions of the Terms contravening any applicable lawful authority, then and in that event, the offending provisions shall be struck from the Terms, without in any way detracting from the validity of the remaining provisions which are unaffected thereby.

27. CHOICE OF LAW

The application, interpretation and enforcement of the Terms and/or any sale transaction concluded thereto, will be subject to the laws of the Republic of South Africa.

28. JURISDICTION

1. The parties hereby consent to the jurisdiction of the Magistrate’s Court having jurisdiction in terms of Section 28 of the Magistrate’s Court Act as amended, notwithstanding the fact that the amount in dispute may exceed the jurisdictional limit of the Magistrate’s Court as amended, from time to time.

2. The Aggrieved Party’s right to commence any legal proceedings sued out of the High Court of the Republic of South Africa, are fully reserved.

29. ALTERNATIVE DISPUTE RESOLUTION

1. The Seller and KIA Internal have the right to refer any dispute arising out of the Terms and/or any Sale subject to Conditions of Sale (hereinafter referred to as the “Dispute”) for determination by arbitration in the manner and in the terms and conditions set out hereunder on the further terms and conditions set out hereunder.

2. Any Dispute referred to arbitration by KIA Internal and/or the Seller in terms of this clause 30 shall:-

1. be concluded as soon as is practically possible after the declaration of a Dispute;

2. be conducted in accordance with the established Rules and Practices of the Arbitration Forum of the Republic of South Africa, as amended, from time to time.

3. The Bidder/Purchaser (as the case may be and hereinafter referred to simply as the “Purchaser”) hereby specifically agrees that:-

1. either the Seller or KIA Internal (as the case may be) may refer any Dispute to arbitration in the manner and on the terms and conditions provided herein, and;

2. any arbitrator’s award made pursuant to said arbitration proceedings shall be binding on the Purchaser and immediately enforceable, and;

3. either party may apply for the entry of any award made by an arbitrator pursuant to said arbitration proceedings as an Order of Court, which will be valid and enforceable as against the Purchaser.

4. This clause 30 does not detract from a Purchaser’s right to institute any such proceedings which a Purchaser may wish to institute against either the Seller or KIA Internal by way of the arbitration proceedings provided for in this clause 30 alternatively, should the Purchaser so choose, NCC, NCT, Ombudsman or out of a Magistrate’s Court or High Court having jurisdiction over the parties.

30. COSTS

In the event of the Aggrieved Party instituting legal proceedings and/or arbitration proceedings against the Defaulting Party under the Terms, the party who is substantially successful in said proceedings shall be entitled to compensation in respect of its legal costs calculated on the scale as between attorney and own client charged at a rate equivalent to twice the prevailing High Court tariff as amended from time to time

31. INTEGRATION CLAUSE

1. The Terms constitute the entire agreement between the parties relative to transactions on the Site and more particularly relative to:-

1. the contractual relations between the Bidder and KIA Internal, and;

2. the contractual relations between the Purchaser and the Seller.

2. No alteration, variation or consensual cancellation of the Terms (or any Sale concluded pursuant hereto) shall be valid and binding on the parties unless reduced to writing and signed by the parties.

3. No indulgence or extension of time granted by a party to another shall constitute or be deemed to constitute a waiver of the granting party’s rights against the other party herein contained, all of which rights are fully reserved.

32. ADDRESS FOR DELIVERY OF COMMUNICATIONS

All communications between the parties must be in writing and may take place:-

1. by e-mail, or;

2. by Hip Chat

1. SEVERABILITY

1. All provisions of the Terms are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other.

2. Any provision of the Terms which is or become unenforceable, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatsoever, shall, only to the extent that it is so unenforceable, be treated as pro non scripto (meaning that they must be disregarded) and the remaining provisions of the Terms shall remain in full force and effect.

3. The parties declare that it is their intention that the Terms would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof.

34. ASSENT TO TERMS

1. The Purchaser, by submitting the Registration Application by applying for registration (as provided in Part 1) and, thereafter, by the submission of electronic bids via the Site:-

1. warrants that it has read and understands the Terms;

2. agrees that it is bound by the Terms.

2. KIA Internal, by accepting the consumer as a Subscriber to the Site, agrees to be bound to the Subscriber on the terms and conditions set out in Part 1 read with the applicable provisions of the Terms.

3. The Seller, by listing the goods on the Site, agrees to be bound by the Terms.

DEFINITIONS

[PART 5]

35. DEFINITIONS

Unless expressly stated or the context indicates otherwise, the following words or expressions shall have the following meanings in the Terms:-

1. “auction” means the electronic motor vehicle auctions to be conducted by KIA Internal from time to time on the dates stipulated in the listings;

2. “auctioneer” means the duly authorised KIA Internal representative responsible for overseeing the auction;

3. “KIA Internal” means Rossiter Trading (Pty) Limited, Registration No.2007/025943/07, trading as KIA Internal;

4. “Bidder” means the consumer who has complied with the Registration Terms, completed and submitted the Registration Form to KIA Internal and whose application for registration has been accepted by KIA Internal;

5. “CPA” means the Consumer Protection Act 68 of 2008;

6. “cleared funds” means funds paid into the Seller’s nominated bank account to which the Seller has immediate access;

7. “closing time” means the time when the auction officially closes, as stipulated in the listing and subject to clause 12 of Part 2;

8. “commencement time” means the stated commencement time of the auction – as contained in the listing;

9. “Conditions of Sale” means the Conditions of Sale of any goods sold on the Site, as provided in Part 3;

10. “consumer” means any person whomsoever, including a consumer as defined in the CPA and with the Regulations;

11. “Dispute” means a dispute as defined in clause 30.1 of Part 4 above;

12. “General Terms and Conditions” means the general terms and conditions contained in Part 4;

13. “goods” when used in the lower case, means the used motor vehicles and/or any other item listed for sale on the Site;

14. “Goods” when used in the upper case, means goods subject to a Sale;

15. “listing” means the periodic notices published on the KIA Internal website notifying consumers of upcoming auctions which will contain particulars of the listed goods, the date of the auction the commencement time, the closing time and related ancillary matters;

16. “listed goods” means all goods listed for sale on the Site;

17. “Purchaser” means a Bidder who has successfully purchased Goods on the Site (except in clause 30, Part 4, in which the word is in reference to both Purchaser and Bidder);

18. “registration documents” means the information provided by the consumer to KIA Internal by completing the Registration Form, together with all or any additional documentation as may be provided by KIA Internal to the consumer;

19. “Registration Form” means the KIA Internal standard form registration application document which consumers are required to complete, in accordance with the provisions of Part 1;

20. “Registration Terms” means the terms of registration as provided in Part 1;

21. “regulations” when used in the lower case means all of the regulations promulgated in terms of Section 120(1) of the CPA including but not limited to the regulations published in Notice No. R293 Gazette No. 34180 dated 1 April 2011 and the regulations published in Notice No. R294 Gazette No. 34181 dated 1 April 2011 and all or any further regulations promulgated in terms of the CPA;

22. “Regulations” when used in the upper case means the regulations published in Notice No. R293 Gazette No. 34180 dated 1 April 2011;

23. “Regulation 32 Notice” means the statutory notice, in compliance with Regulation 32, to be displayed on the windshield of the goods;

24. “reserve price” means the minimum VAT inclusive price at which the Seller is prepared to sell any particular listed good;

25. “Rules of Auction” means the rules of auction contained in Part 2 ;

26. “Sale” means an agreement of sale between a Purchaser and the Seller regulated by the Conditions of Sale (Part 3) read with the remainder of the Terms;

27. “Seller” means MFC and registered Motor Dealers;

28. “Site” means the internet based electronic website known as “KIA Internal”;

29. “Suretyship” means the standard KIA Internal specimen suretyship available for inspection on the Site.

30. “SMS” means a short message service provided through a mobile / electronic telecommunication system;

31. “Terms” means a collective reference to Terms of Registration (Part 1), Rules of Auction (Part 2), Conditions of Sale (Part 3), General Terms and Conditions (Part 4) and the Definitions and Interpretation (Part 5);

32. “Vehicle Registration Papers” means the original registration papers and all or any other documentation required in order to effect registration of transfer of ownership of any goods.

36. INTERPRETATION

1. The headings of the clauses of the Terms are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of the Terms nor any clause hereof. Unless a contrary intention clearly appears, words importing:-

   1. any one gender include the other two genders;

   2. the singular include the plural and vice versa;

   3. natural persons include created entities (corporate or unincorporate) and vice versa.

2. If any provision in a definition is a substantive provision imposing rights or obligations on any party, notwithstanding that it is only in the definition clause, effect shall be given to it as if it were a substantive provision in the body of the Terms.

3. Any reference to days (other than a reference to business days), months or years shall be a reference to calendar days, months or years, as the case may be; provided that should any calendar day fall on a Saturday, Sunday or Public Holiday in which case the last day shall be the next succeeding day which is not a Saturday, Sunday or Public Holiday.

4. Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail.

5. Expressions defined in the Terms shall bear the same meanings in the remainder of the Site which do not themselves contain their own definitions.

6. Where any term is defined within the context of any particular clause in the Terms, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the meaning ascribed to it for all purposes in terms of the Terms, notwithstanding that that term has not been defined in this Part 5.

7. The expiration or termination of the Terms shall not affect such of the provisions of the Terms as expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

8. The rule of construction that the contract shall be interpreted against the party responsible for the drafting or preparation of the Terms, shall not apply.