1           DEFINITIONS

1.1        “The Supplier” shall mean, DIGILOGIX (PTY) LTD

1.2        “The Customer” shall mean the party specified in item 1 on page 1 hereof.

1.3        “Goods” shall mean all equipment, parts, services, materials and/or consumables to be supplied in terms of

an Order placed.

1.4        “Delivery note” shall include delivery notes, invoices, waybills or any other document on which the Customer

has signed for receipt of Goods delivered.

1.5“Order” shall mean the placing of an  order either in  writing by the Customer with the Supplier or telephonically by the Customer with the Supplier, in terms of which the Customer orders from the Supplier any of the Goods.

1.6“Delivery” shall mean the handing of the Goods to the Customer or its agent by or on behalf of the Supplier, as evidenced by the relevant Delivery note and shall include the making available by the Supplier at the physical address stipulated by the Supplier of the Goods Ordered. The date of Delivery shall be the date that such Goods are handed to the Customer or collected by it.   Should the Goods not be collected within a period of 7 (SEVEN) days of the Supplier making same available for collection , then the date of Delivery shall be deemed to be such 7th (SEVENTH) day.

2           AGREEMENT

The Customer agrees that:

2.1 This Agreement will govern all future contractual relationships between the parties in resect of the sale and supply of the Goods; and

2.2 These terms supersede all previous agreements relating to the sale and supply of Goods by the Supplier to the Customer, without prejudice to any securities held by the Supplier.

3           QUOTATIONS, ORDERS, PRICES AND DISCOUNTS

3.1 Any price lists issued by the Supplier are for information only and are subject to variation without notice and do not constitute an offer of sale at the prices listed.

3.2 Any quotation or estimate given by the Supplier will not be binding upon the Supplier unless accepted by the

Customer and subsequently confirmed by the Supplier in writing.

3.3 The price payable by the Customer shall be the price applicable at the date of the invoice.

3.4 Unless otherwise stated therein, a quotation will lapse within 30 days after its date of issuing.

3.5 All Orders placed by the Customer are subject to acceptance by the Supplier, in its sole and absolute discretion. An Order placed by the Customer shall become binding on, and irrevocable by, the Customer upon the Supplier accepting such Order, which acceptance must be conveyed by the Supplier to the Customer. Once an Order has become binding and irrevocable, cancellation of such Order by the Customer can only be effected with the written consent of the Supplier.

3.6 Prices quoted for the Goods are in South African Rands and are inclusive of Delivery charges (unless stated to the contrary) but exclusive of VAT and any other taxes, levies, import duties and charges of a similar nature and/or insurance, packaging and flight charges.  Where such prices are based upon a currency other than Rands, any fluctuations in the exchange rate of such currency against Rands, between the date of the Order and the date of the Supplier’s invoice, which adversely affect the Supplier, shall be passed on to the Customer who shall effect payment in accordance with clause 5 below.

3.7 The Supplier reserves the right to modify its prices from time to time.  The Supplier will notify the Customer in writing of any such price modifications, excluding price adjustments due to changes in VAT, Government taxes and/or other factors over which it has no control.  Where the Supplier increases the price after the acceptance of the Customer’s Order, the Customer shall be entitled to terminate the Order, provided that such termination is communicated in writing to the Supplier within 5 (Five) days of the Supplier’s notification of the price increase.

  4           DELIVERY

4.1 Delivery may be proved by the signature of any person in the employ or acting on behalf of the Customer on the Delivery note concerned, irrespective of the authority vested in that person so signing on behalf of the Customer.

4.2  For the purposes of any Delivery, the Customer undertakes to grant access to the Supplier to Deliver the Goods Ordered. Neither the Supplier, its subcontractors nor their respective employees shall be liable for any loss and/or damage caused, in circumstances of ordinary negligence, to any person and/or property, and/or any  consequential  loss  or  damages  arising,  from  the  entry  and/or  activities  of  the  Supplier,  its subcontractors and/or their respective employees, in effecting Delivery of the Goods Ordered.

4.3  If the Customer, having been notified that the Goods are ready for Delivery, fails to accept Delivery or to make collection, or if the Delivery program is varied at the Customers request or if no shipping instructions are provided by the Customer, the Supplier may invoice the Customer for the stated price of those Goods (which the Customer shall pay as though those Goods had been Delivered or collected on the date of notification) and may charge the Customer for storage and insurance and all other expenses incurred b y it in respect of those Goods, with the risk in those Goods having passed to the Customer from the date of the Supplier’s notification.

4.4     Alternatively to clause 4.3 above, if the Customer fails to accept Delivery within 14 days after being notified that the Goods are ready for Delivery, the Supplier may, in addition to any other of its rights, treat this as a cancellation of the Order with effect from the date the Supplier notified the Customer that the Goods were ready for Delivery. In these circumstances clause 6.2 below shall apply.

4.5  It is the duty of the Customer to inspect the Goods on receipt, and by signing the Delivery note the Customer shall be deemed to have confirmed receipt of the Goods, subject to the provisions of clause 6.1 below.

4.6   The Supplier shall be entitled in its sole discretion to split the Delivery of the Goods Ordered in the quantities and on the dates it decides. The Supplier shall be entitled to invoice each Delivery made separately.

4.7  The Customer shall, where required, obtain any necessary import and export licences in respect of the

Goods in good time for Delivery.

5           PAYMENT

5.1 Payment by the Customer shall be made to the Supplier within 30 (THIRTY) days after the end of the month in which the invoice was raised in respect of the Goods Ordered, with such payment to be made by cash or cheque or electronic fund transfer, delivered to the Supplier or deposited directly into the Supplier’s banking account, free of bank charge or commission. The Customer undertakes that any credit limit approved by the Supplier is never exceeded.   No Orders of the Customer will be executed while any such credit limit is exceeded, or any payment is overdue.

5.2 All payments to be made by the Customer to the Supplier shall be made without deduction (provided the Customer has no lawful right of set-off) in the currency of the Republic of South Africa, unless agreed otherwise in writing.

5.3 The Supplier shall charge interest on any overdue amount/s at a rate of 2 % (TWO PERCENT) per annum above the ruling prime interest rate.

5.4 Payment  by cheque shall be at the Customer’s risk until received by the Supplier and post-dated cheques will not be accepted as payment.  The Customer hereby accepts the risk in respect of any payments sent by post or courier.

5.5 Any credit facilities granted by the Supplier to the Customer may be withdrawn at any time by the Supplier upon written notice to the Customer, in the sole discretion of the Supplier and for any reason whatsoever, whereupon the sale and supply of the Goods to the Customer shall be on a Cash-On-Delivery basis.

5.6 In the event of the Customer alleging any error in any invoice and/or statement, the Customer shall be required to notify the Supplier of such error within 7 (SEVEN) days of the date of the invoice concerned, failing which such invoice and/or statement shall be deemed to be free of any errors and true and correct in all respects.

6           RETURN OF GOODS

6.1Goods may only be returned where Sections 19, 20, 55 and 56 of the Consumer Protection Act are of application.

6.2  Goods ordered incorrectly and returned to the Supplier (in the event of the Supplier agreeing to accept such return) for credit will be subject to a handling fee of  up to 25% of the value of such goods.

7           OWNERSHIP AND RISK

7.1 Risk in and to any Goods supplied by the Supplier shall pass on Delivery, however, ownership in such Goods shall remain vested in the Supplier until the entire purchase price in respect thereof and any overdue interest and/or associated costs have been paid by the Customer to the Supplier in full.

7.2  The following shall apply from the time of Delivery until payment in full by the Customer:

7.2.1 The Customer shall keep the Goods free of any lien, hypothec, and/or any other security interest and/or attachment; and

7.2.2 The Customer shall give notice of reservation ownership to third parties who, through the operation of law or otherwise, may obtain a lien, hypothec, other security interest and/or attachment in and/or over the Goods concerned; and

7.2.3 The Customer shall be obliged to comprehensively insure the Goods for the benefit of the Supplier, against all risks.

7.3 The Supplier shall have the right itself to inform any third party of the reservation of ownership and, further, to determine the adequacy of any insurance taken out by the Customer. The Supplier shall be entitled to take up such additional insurance (at the Customer’s cost) as the Supplier may determine as reasonably necessary to protect its interests in respect of the Goods.

7.4 The Customer hereby authorises the Supplier to enter the Customer's premises in the event of the Customer breaching any term of this Agreement, for the purposes of repossessing Goods for which no payment has been received.

8       FORCE MAJEURE

If the Supplier’s ability to perform in terms hereof is limited, delayed or prevented in whole or in part by any cause not reasonably within its control, the Customer agrees that the Supplier shall be discharged without penalty nor liability from performance to the extent that such performance is so limited, delayed or prevented. If some of the Goods have been Delivered, the Customer shall pay the stated price in respect of the Goods which have been Delivered. If no Goods have been Delivered and the Order becomes impossible to perform, the Supplier’s liability shall be limited to repayment to the Customer of any money paid in advance for any Goods not yet Delivered.

9           WARRANTY

Other than any written manufacturer warranties in respect of any Goods Ordered, the Supplier makes no warranties or representations whatsoever, whether express or implied, in respect of any such Goods.

10         COMPUTER PROGRAMS

Where the goods include computer programs, the Customer agrees not to copy or disclose or alter the programs without written consent from the Supplier and will in all other respects comply with the terms of any licence granted to the Customer, which relate to the use of such computer programs.

11         USE OF GOODS

The Customer shall ensure that Goods are operated in accordance with the instruction manuals supplied with the Goods and shall provide training to relevant personnel who come into contact with the Goods. The Customer shall further ensure that all warnings displayed on the Goods or packaging, at the time of delivery, shall not under any circumstances be removed, defaced or otherwise obscured and further the Customer shall contractually pass such obligations to any third party recipient of the Goods.

12         BREACH

12.1      If any amount owing by the Customer to the Supplier is not paid in full on or before the due date; or if the Customer commits a breach of any of the terms of these Standard Terms and Conditions; or if it commits or permits any act that may prejudice the rights of the Supplier; then in any of these events the Supplier may either claim specific performance or cancel this Agreement and take possession of any Goods delivered to the Customer, without prejudice to the Supplier’s right to claim money owing by the Customer to the Supplier (regardless of whether the due date for payment thereof has arrived) as well as damages. Furthermore, the Supplier shall be entitled immediately to suspend any delivery of Goods to the Customer.

12.2      Certificate of Indebtedness

A Certificate under the hand of any Director and/or manager of the Supplier (whose designation need not be proved) as to the existence and amount of any indebtedness of the Customer to the Supplier, shall be prima facie proof of the contents and correctness thereof.

12.3      Costs

In the event of the Supplier having to enforce any of its rights against the Customer, the Customer agrees to be liable for the attorney and own client costs incurred by the Supplier, including, collection commission and tracing agents charges.

12.4      Magistrates’ Court Jurisdiction

The parties hereby consent, in terms of Section 45 of the Magistrates' Court Act, No. 32 of 1944, to the jurisdiction  of  any  Magistrate’s  Court  having  jurisdiction, notwithstanding  that  any  proceeding  would otherwise be beyond the jurisdiction of such Court.

13          SEVERABILITY

If any of the terms and conditions contained herein is invalid and/or unenforceable, or become so, such invalid and/or unenforceable provisions shall be severable from the remainder of the terms and conditions hereof, which remaining terms and conditions shall nevertheless remain valid and binding.

14         GENERAL

14.1      Entire Agreement

These Standard Terms and Conditions represent the entire agreement between the Customer and the Supplier in respect of the subject matter hereof and no alterations or additions shall be of any force and effect unless agreed to by both parties, reduced to writing and signed by the Customer and the Supplier.

14.2      Non-Indulgence

No indulgence, extension of time, relaxation or latitude which the Supplier may allow to the Customer shall constitute a waiver by the Supplier of any of its rights nor act as an estoppel against the Supplier in respect of any of its rights and/or remedies.

14.3      South African Law

These Standard Terms and Conditions shall in all respects be governed by and construed in accordance with the laws of South Africa.

14.4      In the event of any default by the Customer of any provision of these Standard Terms and Conditions, the Customer hereby consents and authorises the Supplier to furnish the name, credit record and repayment history of the Customer to any credit bureau as a delinquent debtor.

14.5      The Customer hereby selects as its chosen domicilium citandi et executandi for all purposes arising out of this Agreement its physical address specified on the first page hereof.

14.6      The Supplier may cede and/or assign any of its rights and/or obligations in terms of this Agreement to any third party, with the Customer hereby giving its prior consent thereto.

14.7      The signatory warrants that he is a duly authorised representative of the Customer and that he has read and understands the provisions contained herein and agrees to bind the Customer thereto.