1. These terms and conditions;
(a) represent the entire Watchtower Trading cc trading conditions and that no alterations or additions may be effected unless agreed to by both parties, reduced to writing and signed by the Customer and a duly authorised representative of Watchtower Trading cc (hereinafter called the "Company")
(b) will govern all future contractual sales relationships between the parties whereby the Customer purchases goods or services from the Company;
(c) are applicable to all existing debts between the parties;
(d) are final and binding and are not subject to any suspensive or dissolutive conditions;
(e) expressly exclude any conflicting conditions stipulated by the Customer;
(f) supersede all previous conditions without prejudice to any securities or guarantees held by the Company and;
(g) apply to all servants, agents and subcontractors of the Company.

2. "The Customer hereby acknowledges that he/she has read and understood each term of this agreement and accepts them as binding and acknowledges that the content reflects the true meaning of both parties and that this agreement has been entered into for the benefit of both the Customer and the Company.

3.1 The Customer agrees that neither the Company nor any of its employees will be liable for any negligent or innocent misrepresentations made to the Customer nor shall the Customer be entitled to resile from any contract on those grounds.

3.2 It is the sole responsibility of the Customer to determine that the goods or services ordered are suitable for the purpose of intended use.

4.1 All quotes will remain valid for a period of 7 days from the date of the quote or until the date of issue of a new price, whichever occurs first. The validity of any price quoted is subject to availability and to any increases in the cost price, including currency fluctuations, of the Company before dispatch of goods.

4.2 The Customer hereby confirms that the goods and services on the Tax Invoice issued duly represent the goods and services ordered by the Customer at the prices agreed to by the Customer and where performance / delivery has already taken place that the services and goods 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.

4.3 Any delivery note (copy or original) signed by the Customer and held by the Company shall be prima facie proof that delivery was made to the Customer.

4.4. All written and verbal orders will be accepted by the Company. All such orders and any variations to orders will be binding, subject to these standard conditions and may not be cancelled without prior written consent.

4.5 The Company shall be entitled to split the delivery of the goods ordered in the quantities and on the dates it decides, with the prior consent of the customer, which consent shall not be unreasonably withheld.

4.6 The Company shall be entitled to invoice each delivery actually made separately.

4.7 The risk of damage to or destruction of goods is passed to the Customer on signature of the delivery receipt upon delivery to the Customer or the Customer's nominated representative and the Customer undertakes to insure the goods fully, until paid for.

4.8 In the case of repairs undertaken by the Company, repair times given are merely estimates and are not binding on the Company.

4.9 The Company is hereby authorised to engage a third party on its behalf and on the terms deemed fit by the Company to transport all goods purchased.

4.10 If the Customer chooses to engage its own third party to transport the goods, the Customer indemnifies the Company against any claims of whatsoever nature that may arise from such an agreement.

4.11 Delivery and installation times given are merely estimates and are not binding on the Company. The Company warrants that it will use its best endeavours to meet such delivery times.

4.12 All goods sold on an exchange basis will be charged for in full should exchanges be damaged beyond economical repair, or exchange units are not received within 30 working days.

4.13 The Customer acknowledges all copyrights and shall not duplicate copyrighted material and that each attempt will immediately render the full prevailing price payable to the Company.

4.14 The customer hereby agrees that the Company connot be held responsible for any loss damage to or destruction of goods while on hand for repair or in transit to and from the customers nominated collection or delivery address. The customer undertakes to insure the goods fully during the repair and transit period.

5.1 New goods are guaranteed according to the Manufacturer's product specific warranties only and all other guarantees and warranties including common law guarantees are hereby specifically excluded. Services carry no guarantee.

5.2 Liability under Clause 5.1 is restricted to the cost of repair or replacement of faulty goods or services or granting of a credit at the sole discretion of the Company.

5.3 It is the duty of the Customer to return any defective goods to the premises of the Company's nominee at the Customer's own cost.

5.4 Any item delivered to the Company will form the object of a pledge in favour of the Company for present and past debts of the Customer to the Company and the Company will be entitled to retain such pledge at the value as determined in 13.1.

5.5 All guarantees are immediately null and void should any equipment be tampered with or should the seals on equipment be broken by anyone other than the Company or its appointed nominee, or should the goods be operated outside the Manufacturer's specifications.

5.6 No other warranty than provided in this agreement, express or implied, shall apply. The Company specifically disclaims the implied warranty of merchantability and fitness for a particular purpose. No representation or warranty including but not limited to statements of capacity, suitability for use or performance made by the Company employees shall be considered to be a warranty by the Company, for any purpose, or give rise to any liability of the Company whatsoever.

6.1 Under no circumstances will the Company be liable for any consequential or indirect damages or loss of profit or for any delictual liability for any nature whatsoever.

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

7. No claim under these terms and conditions will arise unless the Customer has, within 7 days of the alleged breach or defect occurring, given the Company 30 days written notice by prepaid registered post to rectify any defect or breach of contract.

8. The Customer agrees to pay the amount on the Tax Invoice at the offices of the Company
(a) cash on demand; or
(b) if the Customer is a Credit Approved Customer, within 30 days of date of the invoice issued by the Company.

9.1 The Customer has no right to withhold payment for any reason whatsoever and agrees that no extension of payment of any nature will be extended to the Customer and any such extension will not be applicable or enforceable unless agreed to by the Company, reduced to writing and signed by the Customer and a duly authorised representative of the Company.

9.2 The Customer is not entitled to set off any amount due to the Customer by the Company against his debt.

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

10.1 The Customer agrees that the amount due and payable to the Company may be determined and proven by a certificate issued by any independent auditor. Such certificate shall be binding and shall be prima facie proof of the indebtedness of the Customer.

10.2 Any printout of computer evidence tendered by any party shall be admissible evidence and no party shall object to the admissibility of such evidence purely on grounds that such evidence is computer evidence.

11.1 The Customer agrees that interest shall be payable on any moneys due to the Company at 5% above the Prime Overdraft rate quoted by Standard Bank Ltd, which interest shall be calculated on a daily balance and capitalised monthly from the date the moneys fell due to payment. A certificate under hand of any manager of the Standard Bank Ltd shall be prima facie proof of the interest rate charged nor shall it be necessary to prove the signature or capacity of such manager.

11.2 The Customer expressly waives all rights to claim prescription under the relevant provisions of the Prescription Act 68 of 1969 as amended.

12. The Customer agrees that if an account is not settled in full
(a) on demand; or
(b) within the period agreed in clause 8 above in the case of a Credit Approved Customer; the Company is entitled to:
(i) immediately institute action against the Customer; or
(ii) cancel the sale and take possession of any goods delivered to the Customer including goods sold or disposed of by the Customer which has not been paid for in full, and claim damages. These remedies are without prejudice to any of the Company's rights.

13.1 In the event of cancellation, the Customer shall be liable to pay
(a) the difference between the selling price and the value of the goods at the time of repossession and
(b) all other costs incurred in the repossession of the goods. The value of repossessed goods or retained pledged goods will be deemed to be the value placed on them by any sworn valuator after such repossession and such valuation will be prima facie proof of the value.

13.2 The Customer indemnifies the Company completely against any damage whatsoever relating to the removal of repossessed goods.

13.3 If any goods supplied to the Customer are of a generic nature and have become property of the Customer by operation of law (confusio or commixtio) the Customer shall be obliged on notice of cancellation of the agreement to retransfer the same quantity of goods in ownership to the Company.

13.4 In the event of a cancellation of an order by the customer, or goods accepted for return by the Company, the Company reserves the right to charge a handling fee of 10% on the value of the order cancelled or goods returned.

14. All goods supplied by the Company remain the property of the Company until such goods have been fully paid for.

15 The Customer shall be liable to the Company for all legal expenses (including collection fees) on the attorney own client scale incurred by the Company in the event of
(a) any default by the Customer or
(b) any litigation in regard to the validity and enforceability of this agreement. The Customer will also be liable for any collection or valuation fees incurred.

16. The Customer agrees that no indulgence whatsoever by the Company will affect the terms and conditions or any of the rights of the Company and such indulgence shall not constitute a waiver by the Company in respect of any of its rights herein. Under no circumstances will the Company be stopped from exercising any of its rights in terms of these conditions.

17.1 Any document will be deemed duly received by the Customer within
(i) 3 working days of prepaid registered mail to any of the Customer's business or postal addresses or the domicilium address of the customer 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;
(iii) on being delivered by hand to the Customer or any director, member or owner of the Customer;
(iv) within 48 hours if sent by overnight courier; or
(v) within 24 hours of being telexed to the Customer's telex number.

17.2 The Customer chooses as its domicilium citandi et executandi the business address as per the dealer application or such other address agreed upon between the Company and the Customer.

17.3 The Customer undertakes to inform the Company in writing within 7 days of any change of Director, Member, Shareholder or Owner or address, or 14 days prior to selling or alienating the Customer business and failure to do so will constitute a material breach of this agreement.

18. The Customer agrees to the standard prices of the Company for any goods purchased or services rendered, as published in its ruling price list.

19. The invalidity of any part of these terms and conditions will not affect the validity of any other part, each clause in this agreement being severable from the rest.

20. Any order is subject to cancellation by the Company due to force majeure from any cause beyond the control of the Company, including (without restricting this clause to these instances): inability to secure labour, power, materials or supplies, or by reason of an act of God, war, civil disturbance, riot, state of emergency, strike, lockout, or other labour disputes, fire, flood, drought or legislation.

21. If at any time any amount of money due by the customer to the company is overdue for payment, the company shall be entitled to suspend all deliveries to the Customer until all amounts are paid or, at the election of the Company, to cancel all outstanding orders in either of which events the Customer shall have no claim against the Company.

22. Prices are subject to change without prior notice.

23. Products are manufactured for standard commercial use, and are not intended for use in critical safety systems or nuclear facilities.