TERMS & CONDITIONS

1. The Customer agrees that (a) this Agreement represents the entire Agreement between the Customer and the Supplier, and that alterations or additions to this Agreement may not be effected unless agreed to by both parties, reduced to writing, and signed by the Customer and a duly authorised representative of the Supplier; (b) this Agreement will govern all future contractual relationships between the parties, notwithstanding receipt or acknowledgement of the Customer’s own order form or conditions; (c) this Agreement is applicable to all existing debts between the parties; (d) this Agreement is final and binding and is not subject to any suspensive or resolutive conditions; (e) any conflicting terms, conditions or alterations stipulated by the Customer are expressly excluded; (f) this Agreement supersedes all previous terms, conditions or agreements, without prejudice to any securities or guarantees held by the Supplier and (g) this Agreement applies to all employees and subcontractors of the Supplier.

2. This Agreement, and any offers, orders or contracts of sale pursuant thereto, become binding only when accepted by the Supplier at its business address.

3. In the case of a physical invoice being signed, the Customer warrants that the signatory on the reverse side has been duly authorized to contract on the Customer’s behalf.

4. Prices and discounts are those ruling at the date of dispatch of the goods and the Supplier reserves the right to adjust or change any prices and/or discounts at any time and without notice.

5. The Customer acknowledges that the purchase price is payable within (30) thirty days from date of statement, which date will be the last day of each succeeding month during which a particular delivery was made.

6. The Supplier has the discretion at all times whether or not to sell to the Customer.

7. All quotations will remain valid for a period of 7 (seven) days from the date of quotation, or until the date of issue of any new price list, whichever occurs first, or unless otherwise specified in writing by the Supplier. The validity of any price quoted is subject to any increase in the cost price of the Supplier before the dispatch of goods, and subject to availability of stock.

8. The Supplier’s discretion to sell in terms hereof may be guided by inter alia the following:

8.1. The availability of stock.

8.2. Timeous receipt by the Supplier of any drawings, designs and specifications that may be required by the Supplier from the Customer provided that such drawings, designs and specifications shall be deemed to have been given to the Supplier for the purpose of description only and shall not form part of the contract.

9. Time shall not be of the essence of the contract and delivery dates shall be treated as approximate only. Under no circumstances shall the Customer be entitled to withdraw from or terminate the contract on account of any delay in delivery, or have any claim of any nature whatsoever against the Supplier arising from late delivery.

10. The Supplier shall be entitled at its sole discretion to split the delivery of the goods ordered in the quantities and on the dates it decides.

11. The Supplier shall be entitled to invoice each delivery made separately.

12. Should the Supplier engage the transport services of a third party, the Supplier is hereby authorized to engage the services of the third party on behalf of the Customer and on terms deemed fit by the Supplier.

13. Any order will be subject to cancellation by the Supplier due to a cause beyond the control of the Supplier, including (but not limited to): inability to secure labour, power, materials or supplies, or by reason of an Act of God, war, civil disobedience, riot, state of emergency, strike, lockout, or other labour disputes, fire, flood, drought or legislation.

14. The Supplier shall be exempted from and shall not be liable under any circumstances whatsoever for any damages including indirect or consequential damages of any nature whatsoever or any loss of profit or special damages of any nature whatsoever, and whether in the contemplation of the parties or not which the Customer may suffer as a result of any delay in delivery of the goods ordered.

15. Ownership in the goods sold and delivered to the Customer on account shall pass to the Customer only when all amounts due by the Customer to the Supplier have been paid, notwithstanding delivery of the goods to the Customer. The Customer is not entitled to sell or dispose of any goods unpaid without the prior written consent of the Supplier. Risk in and to the goods shall however pass to the Customer on delivery.

16. For IT services rendered by the Supplier, risk passes to the Customer, at any premises where any IT service is rendered/being rendered on any hardware and/or software device owned directly or indirectly by the Customer.

17. Subject to paragraph 19, the Customer hereby confirms that the goods or services detailed on the Tax Invoice issued, duly represent the goods or services ordered by the Customer at the prices agreed to by the Customer and, where delivery / performance has already taken place, that the goods or services were inspected and that the Customer is satisfied that these conform in all respects to the quality and quantity ordered and are free from any defects.

18. A signed Delivery Note shall constitute prima facie proof that the goods have been delivered to and received by the Customer in good condition, whether signed by the Customer, an employee, an agent or a representative of the Customer. In the case of IT services rendered, a signed Linked Stationery sheet shall constitute prim facie proof that the applicable services rendered were to the satisfaction of the Customer.

19. Claims under this Agreement shall only be valid if the Customer has, within 3 days of the alleged breach or defect occurring, given the Supplier 30 days written notice by prepaid registered post, telefax or electronic mail to rectify any defect or breach of Agreement.

20. All goods on an evaluation or consignment basis by the Customer will be deemed sold if not returned in a perfect condition within 7 (seven) days of issue, in the original packaging and with all the accessories and manuals intact.

21. Under no circumstances will the organization be liable for any damage arising from any misuse or abuse of the goods.

22. Any item delivered to the Supplier shall serve as a pledge in favour of the Supplier for present and past debts and the Supplier shall be entitled to retain or realise such pledges as it deems expedient at the value placed on them by any sworn valuator after such repossession, and such valuation shall be conclusive proof of the value. The sworn or realised value of pledged products will be offset against the Customer’s debts and any excess balance will be paid to the Customer.

23. The Customer acknowledges that it does not rely on any representations made by the Supplier in regard to its products and services, or qualities thereof, leading up to this Agreement other than those contained in this Agreement. All specifications, price lists, performance figures, advertisements, brochures and other technical data furnished by the Supplier in respect of its products or services, whether orally or in writing, will not form part of the Agreement in any way unless agreed to in writing by the Supplier.

24. The Customer agrees that neither the Supplier nor any of its employees will be liable for any negligent or innocent misrepresentations made to the Customer.

25. The Customer shall confirm immediately upon delivery if the products and services appearing on the Supplier’s delivery note, Tax Invoice or other documentation, correctly represents the products, or services, and prices agreed to, and are free of defects.

26. The Customer shall return any defective products in the original packaging or suitable packaging to the premises of the Supplier at the Customer’s own cost.

27. The Customer hereby agrees that any item handed in for repair may be sold by the Supplier to defray the cost of such repairs if the item remains uncollected within 30 (thirty) days of the repairs being completed.

28. Repair timelines provided by the Supplier are merely estimates and are not binding on the Supplier.

29. Subject to Section 51(1)(g) of the Consumer Protection Act it is the sole responsibility of the Customer to determine that the products ordered by it are suitable for the purposes for which they were purchased. The Supplier gives no warranty, express or implied, concerning the suitability of the products supplied for any purposes whatsoever.

30. The Customer is not entitled to set off any amount against its debt owed to the Supplier.

31. The Customer agrees and acknowledges that in the event of –

30.1. the Customer breaching any condition contained in these conditions;

30.2. the Customer failing to pay any amount due and payable on due date;

30.3. the Customer suffering any civil judgment to be taken or entered against it;

30.4. the Customer causing a notice of surrender of it’s estate to be published in terms of the Insolvency Act No. 24 of 1936, as amended;

30.5. the Customer passing away;

30.6. the Customer’s estate being placed under any order of provisional or final sequestration, provisional or final winding up, or provisional or final judicial management, as the case may be; then the Supplier shall, without detracting from any other remedies which may be available to it, be entitled to summarily cancel the sale of the goods to the Customer without notice to the Customer and to re-possess those goods sold and delivered by the Supplier to the Customer, or to claim specific performance of all of the Customer’s obligations whether or not such obligations would otherwise then have fallen due for performance, in either event without prejudice to the Supplier’s right to claim damages. The value of repossessed or retained pledged products shall be deemed to be the value placed on them by any sworn valuator after such repossession, and such valuation shall be conclusive proof of the value. If the products are not recovered for any reason whatsoever, the value shall be deemed to be nil.

32. When the Supplier is required to manufacture or supply goods to the Customer’s specifications and selected materials, the Supplier reserves the right to change any specifications and materials, should those materials have been unsuitable, otherwise become unavailable and be replaced insofar as possible of equivalent quality. The Supplier shall not be held liable for any variations in the standard, quality and performance of such materials.

33. The Customer acknowledges all the Supplier’s intellectual property and shall not duplicate the Seller’s intellectual property, including but not limited to its copyrights. Each infringement attempt shall render the order value of such infringement immediately payable to the Supplier.

34. Should the Supplier agree to accept the return of any goods, a 15% handling fee may be charged on all items returned for credit after 12 (twelve) days from the date of delivery. All goods must be returned in their original packaging.

35. A certificate under the hand of any director or manager of the Supplier (whose appointment need not be proved) as to the existence and the amount of the Customer’s indebtedness and the surety’s (if any) indebtedness to the creditor at any time, as to the fact that such amount is due and payable, the amount of interest accrued thereon and as to any other fact, matter or thing relating to the Customer’s indebtedness to the Supplier shall be sufficient and satisfactory proof of the contents and correctness thereof for the purpose of provisional sentence, summary judgment or any other proceedings of whatsoever nature against the Customer in any competent court and shall be valid as a liquid document for such purpose.

36. The Customer agrees that interest shall be charged on all overdue accounts at the prime lending rate of the bank. In the case of late payment, interest shall be calculated from the date of order.

37. In the event of the Supplier or its agents instructing attorneys to collect from the Customer an amount owing to the Supplier, the Customer agrees to pay all costs on the scale as between attorney and client, including collection commission and tracing charges.

38. The Customer has no right to withhold payment for any reason whatsoever and agrees that any extension of time given for payment shall be valid only if agreed to and reduced to writing and signed by the Customer and a duly authorised representative of the Supplier.

39. It is a condition of each sale that the goods are sold voetstoots and without any warranties or representations whatsoever.

40. When the Supplier is required to manufacture or supply goods to the Customer’s specification and/or drawings, or carries out work according to the Customer’s instructions, or those of its nominees, the Supplier accepts no responsibility for the efficiency or workability of goods so manufactured or any imperfections of the materials used.

41. Save as otherwise specifically provided for herein, the Supplier shall not be liable to the Customer or to any other person for any damages including indirect or consequential damages of any nature whatsoever, or any loss of profit, or special damages of any nature whatsoever, and whether in the contemplation of the parties or not, which the Customer may suffer as a result of any breach by the Supplier of any of its obligations under these conditions, or out of any other court whatsoever. The Customer hereby indemnifies the Supplier against any claim which may be made against the Supplier by any other person, in respect of any matter for which the liability of the Supplier is excluded in terms of the aforegoing.

42. The Customer undertakes to inform the Supplier, in writing, within 7 days of any change of Director, Member, Shareholder, Owner or Partner or address, or 14 days prior to selling or alienating the Customer’s business. Failure to do so will constitute a material breach of this Agreement. Upon receipt of such written notification, the Supplier reserves the right, at its sole discretion, to withdraw any credit facility advanced to the Customer.

43. In terms of section 45 of the Magistrate’s Court Act, as amended, the customer hereby consents to the jurisdiction of the Magistrate’s Court having jurisdiction in terms of Section 28 of the said Act, in respect of any action to be instituted by the supplier, notwithstanding the quantum of such claim. The consent is without prejudice to the supplier’s rights to proceed in any other court having jurisdiction.

44. This Agreement and its interpretation is subject to South African law. The Customer nominates as it’s domicilium citandi et executandi the address reflected on the face hereof under the heading physical address, for service upon it of all notices and processes in connection with this agreement and it’s implementation.

45. Any document shall be deemed duly presented to and accepted by the Customer (i) within 3 days of prepaid registered mail to any of the Customer’s business or postal addresses or to the personal address of any director, member or owner of the Customer, or (ii) within 24 hours of being faxed to any of the Customer’s fax numbers, or any director, member’s or owner’s fax numbers; or (iii) within 24 hours of being emailed to any of the Customer’s email addresses, or any director, member’s or owner’s e-mail addresses; or (iv) on being delivered by hand to the Customer or any director , member or owner of the Customer; or (v) within 48 hours if sent by overnight courier; and (vi) within 7 days of being sent by surface mail.

46. No relaxation or indulgence granted to the Customer by the Supplier, at any time, shall be deemed to be a waiver of any of the Supplier’s rights in terms hereof, and such relaxation or indulgence shall not be deemed as a novation of any of the terms and conditions set out herein, or create any estoppel against the Supplier.

47. Any Agreement purporting to vary or novate the terms of this Agreement, or any consensual cancellation, shall not be valid unless reduced to writing and signed by the Customer and the Supplier.

47.1. The Customer acknowledges that this agreement represents the entire agreement between the Supplier and Customer, reduced to writing and signed by the Customer.

47.2. The Customer understands that the information given in relation to this Agreement will assist the Supplier in determining whether or not to sell to the Customer and will be used by the Supplier for the purposes of assessing its creditworthiness. The Customer confirms that the information given by it is accurate and complete. The Customer further agrees to update the information supplied, as and when necessary, to ensure the accuracy and completeness of the above information.

47.3. The Customer hereby authorizes the Supplier or its agents at all times to contact and request information from any persons, credit bureaus or businesses, including those mentioned under trade references, and to obtain any information relevant to the Customer’s credit assessment. (to determine the Customer’s ability to pay for the goods)

47.4. If the Customer fails to meet its obligations under these terms and conditions of sale, it authorizes the Supplier or its agents to record its non-performance with any credit bureau, which information will be available to third parties. The Customer further authorizes researching its records at a credit bureau and the use of new information and data obtained from the credit bureau in respect of details of how the Customer has performed in terms of these terms and conditions of sale.

48. The Customer hereby authorizes the Supplier or its agents at all times to furnish information concerning the Customer’s dealings with the Supplier, including without being limited to, the Customer’s credit worthiness and defaulting payments to the Supplier.

49. The invalidity of any part of this Agreement, by reason of the provisions of the Consumer Protection Act, or any other law, shall not affect the validity of any other part, and insofar as possible, any provision in these terms and conditions should be interpreted in a manner which promotes the purpose and policy of the said Act.

50. In these conditions, words importing one gender shall include the other gender, and words importing the singular, shall include the plural (and vice versa).

51. SURETYSHIP, TERMS AND CONDITIONS 51.1. I/We the surety/ies in the suretyship section of the sale agreement, hereby bind myself/ourselves jointly and severally as surety/ies and co-principal debtor/s in solidium for all amounts which are now or might in the future become payable by the Customer to the Supplier or its cessionary/ies in the event of a cession which may become owing for any reason whatsoever or however arising as continuing covering security for all debts which may become owing by the Customer to the Supplier both current and future. I/We renounce the benefits of excussion”, “cession of action”, “no value received”, “non causa debiti”, the nature and extent of which I/We acknowledge myself/ourselves to be aware. No extension of time or indulgence that may be granted to the Customer at any time, nor any release of any other security or suretyship shall in any way affect my/our liability hereunder. I/We consent to the jurisdiction of the Magistrates Court provided that the Supplier shall be entitled to institute action in any other court. I/We agree to make payment of any legal costs that may be awarded against me/us as between an attorney and client. I/We agree that no termination, cancelation, limitation or variation of my/our obligations in terms of this suretyship shall be of any force or effect unless it is agreed to in writing and signed by the Supplier or its cessionary/ies. I/We choose as my/our domicilium citandi et executandi for all purposes arising out of this suretyship, the address/es set out in the suretyship section of the sale agreement.