GENERAL TERMS & CONDITIONS OF SALE

The conditions set forth herein shall apply to all transactions for the supply of goods and/or services entered into, or to be entered into, between Drachen Security (Pty) Ltd, hereinafter referred to as “the Supplier” and the purchaser being any legal person, firm, partnership, close corporation or company, hereinafter referred to as “the Client”:

1.Orders
After acceptances, may not be cancelled, in whole, or in part, or varied in any manner whatsoever, unless confirmed in writing by the Supplier.

2.Prices
Quoted prices are net and exclusive of VAT, unless otherwise stated. Where quotations are based in foreign currencies the Supplier reserves the right to change these prices to South African currency at the forward cover purchased by the Supplier.

3.Payment
3.1 Shall be in South African Currency, without deduction or set-off.
3.2 Shall be in full, in the form of cash, Credit Card, Bank Guaranteed Cheque or Electronic Fund Transfer (EFT), cash with order or against invoice.
3.3 The Client agrees and undertakes to notify the Supplier immediately of any material factor which could or might have a bearing on the credit facilities extended to the Client by the Supplier, and furthermore undertakes to notify the Supplier immediately of any material change of or concerning the Client, including any change of ownership, shareholding, status, name and address.

4.Delivery
4.1 Time shall not be of the essence in the contract.
4.2 Any time or date specified for delivery by the Supplier or the Client, in respect of any sale, shall be an approximation and guide only.
4.3 If the Supplier is unable to effect delivery of any part of the goods on the date or time stipulated by it or the Client, the Client shall be obliged to take delivery as and when the Supplier can reasonably effect such delivery.
4.4 The Supplier endeavours to effect delivery on any date specified by it or agreed upon by it, but does not give any warranties of whatsoever nature or kind and it shall not be held responsible for any damages of whatsoever nature, or loss of profit, or any consequential or indirect damages which the Client may suffer as a result of such later delivery.
4.5 The Supplier is entitled to charge storage costs where the Client requests the Supplier to withhold or postpone delivery, and the Supplier agrees thereto, and the Client undertakes to pay all storage costs related to goods not taken, at the prevailing storage rates charged by the Supplier.
4.6 The risk in and to the goods purchased shall pass to the Client upon delivery. Such delivery will be deemed to have been effected upon tender of the goods for acceptance by the Client within normal business hours, at the Client’s place of business or such other place nominated by the Client, or the Supplier’s place of business, if the Client elects to collect the goods.
4.7 In the event of the Supplier, for any reason whatsoever, not being able to effect delivery of all the goods, the Supplier may, in its discretion, effect delivery whatever goods it can, and the Client is obliged to accept such partial delivery of goods, and such delivery shall be deemed to be a sale for the listed quantity of goods, concluded in terms of these terms and conditions.
4.8 Should the Client have any claim whatsoever, arising out of a partial delivery of the goods, the Client shall, notify the Supplier within 24 hours of receiving or tendering of possession of the goods by the Supplier or the carrier of the goods, where the carrier is the Supplier’s agent; and endorse the delivery note accordingly.
4.9 Unless the Client gives timeous notice of the partial delivery, in terms of 4.8 above, the Client shall be deemed to have received the goods as set out in the delivery note and relevant invoices.
4.10 Notwithstanding anything previously contained herein, no carrier, as agent of the Supplier, shall be obliged to enter the premises of the Client to enable offloading to be effected. However, if such vehicle should enter the Client’s premises, it shall be deemed to do so at the Client’s specific instance and request, and in that event the Supplier and/or its servants and/or agents shall accept no liability for damage or loss occasioned to the Client or any third party, arising in any way from such entry or exiting from the Client’s premises, or from the offloading thereof, or from any negligent act or omission of the Supplier of its agent carrier during the course of entering, exiting or offloading. Further, the Client hereby indemnifies and holds the Supplier harmless against liability for any such damage or loss.

5.Reservation of Ownership and Appropriation of Payments
5.1 Notwithstanding anything herein before or elsewhere contained, ownership of the goods shall, at all times, remain vested in the Supplier, until the Client has made full payment of the purchase price. No latitude or extension of time given to the Client shall in any way impair or substitute the Supplier’s rights hereunder. In the event of any default on the part of the Client, the Supplier shall, without prejudice to any other rights it may have, and without notice, be entitled, on demand, to obtain return of the goods, in so far as payment for the goods has not been made in full. The Client also consents to a Court Order against it for the attachment and removal of such goods by the Sheriff of the relevant Court.
5.2 The Supplier shall be entitled, at its discretion, to appropriate any payments made towards the reduction of any indebtedness to it by the Client as well as interest, at the Supplier Bank’s prevailing prime rate.
5.3 The Supplier is not obliged to accept returned goods where the Client has made an error in its order, and the Client remains fully liable for the full price of the goods so ordered.

6.Limitation of Supplier’s Liability
6.1 The Supplier does not give any warranty against defects in the goods supplied, be they patent or latent. The Supplier does not give any warranties or guarantees of any other nature or make any representations whatsoever in respect of the goods, or of its fitness for any particular purpose, whether or not that particular purpose is, or could be, deemed to be known to the Supplier, other than any warranty or guarantee that may have been expressly given in writing. The Supplier shall be deemed to be unaware of the particular purpose for which the goods or any product made there from is required.
6.2 Before dealing in any manner with the goods supplied against any order; the Client must satisfy itself that the goods are suitable for the purpose for which they are to be used, and are free from any defects of whatsoever nature, against any claim brought against the Supplier by any Third Party arising out of the unsuitability of the goods for any particular purpose whatsoever.
6.3 The Supplier shall not be liable under any circumstances whatsoever, for any loss of profit or other special damages, out of any of its obligations under this contract, or any act of negligence and or omission on the part of the Supplier and/or its employees or for any other reason, whether of the same kind, or otherwise howsoever.
6.4 The onus shall be on the Client to satisfy itself that the goods supplied are fit for the purpose for which the goods are to be used, there being no obligation on the Supplier to guarantee such suitability.
6.5 No agreement, warranty, condition, representation, promise, statement or undertaking, whether made before or after a sale, shall be binding on the Supplier unless contained herein or confirmed officially in writing under the Supplier’s signature.

7.General
7.1 No variation, amendment or alteration of these Conditions of Sale shall be in effect unless specified in writing and signed by a duly authorised representative of the Supplier and the Client.
7.2 Wherever, in these Conditions, provision is made for the amendment or variation thereof between the Client and the Supplier, in writing, the onus shall be on the Client to establish that the representative of the Supplier, in entering into such a variation or amendment to the terms hereof, was authorised to do so.
7.3 In the event of any order from the Client providing for the delivery of the goods at/in various stages, then each delivery shall be deemed to be a separate and divisible contract and the terms and conditions herein contained shall apply to each delivery as if the same were the subject of an independent contract. No dispute arising from any such one delivery shall affect the balance of the contract between the Supplier and the Client arising from prior deliveries. The Supplier shall have the right to claim pro rata payment in respect of each consignment delivered to the Client.
7.4 The Client agrees that the signature of its employees or any person purporting to represent it on the official delivery note or waybill of the Supplier, be sufficient proof of delivery of the goods from time to time.

8.Warranty Period
8.1 The Supplier’s manufacturer warrants that the goods sold by the Supplier will be free from defects in materials or workmanship, under normal use and service, for the appropriate warranty period. The extent of the warranty period will depend on the period given by the Supplier’s manufacturer. The Supplier’s sole obligation under this warranty shall be, at its option, to repair or replace, without charge, any defective component part of such product, within a reasonable time period, or to credit the Client’s account with the market related value, provided such faulty goods are returned in terms of this clause and not found to be defective, will be returned to the buyer at the Client’s expense, and be subject to a charge equal to 15% of the invoice value of such goods to cover the costs of testing and other time spent by the Supplier.
8.2 The Supplier shall not be liable under this warrant for any goods that the Client alleges are defective where those goods have been repaired or altered by some other person than the Supplier’s designated personnel or authorised representative, unless such repair or alteration was effected pursuant to prior written approval of the Supplier, or where the Client fails to notify the Supplier of any alleged defect within the period of the warranty, or where the goods have been altered or damaged in any way which the Supplier reasonably determines to personally effect the performance and reliability, or where the goods have been subjected to misuse, neglect or accident.

9.Force Majeure
If the agreement becomes wholly or partially impossible to perform due to causes beyond the control of the Supplier, such causes to include, but not be limited to; war, civil insurrection, casus fortuitus, Government action and industrial disputes, the Supplier shall be permitted to rescind the agreement at its discretion. If deliveries of goods or services shall be delayed because of such causes, the Supplier shall not be construed as being in breach of the agreement.

10.Breach
10.1 Where the Client, in anyway, breaches the terms of the agreement, and does not remedy said breach within 24 hours of verbal or written warning to that effect, then the Supplier, in its discretion may withdraw from the agreement and claim return of the goods or its current market value in Rands, determinable from the relevant invoice, as well as being able to retain any monies already received from the Client, as damages.
10.2 The Magistrate’s Court will be the forum which will deal with any matters of breach and surrounding issues, and concurrently the Laws of the Republic of South Africa will be applicable.

11.Costs
If the Client is in anyway in breach of the agreement and the Supplier engages the services of an attorney to collect the whole or portion of the amount owing to it by the Client, or to sue for any other damages as a result of the breach by the Client, the Client shall be liable to pay all costs occasioned as a result thereof, including collection charges and costs on an attorney and own client scale.

12.Domicilium Citandi Et Executandi
The Supplier hereby elects as its domicilium citandi et executandi, at which it will accept service of any process or notice:
342 Chris Hougaard Street, Wierdapark, South Africa