These General Terms and Conditions may be updated and/or amended from time to time. The applicable terms are those published and available at www.epsidonholdings.com/terms-and-conditions

1. INTRODUCTION
1.1. The Supplier is a supplier of various products and/or equipment and/or services which it provides directly and/or sources from Principal Suppliers.
1.2. The Customer is a direct purchaser and/or reseller of the Goods and/or Services, including, inter alia, equipment sourced and/or supplied by the Supplier.
1.3. These General Terms and Conditions (“Terms and Conditions”) apply to every order for Goods and/or Services placed by the Customer with the Supplier.

2. INTERPRETATION
In these Terms and Conditions

2.1 The headings to the clauses are for reference purposes only and shall not be used in the interpretation thereof.
2.2 Words which signify or denote:
2.2.1 any gender shall import and include all other genders;
2.2.2 a natural person shall import and include an artificial person and vice versa;
2.2.3 the singular shall import and include the plural and vice versa.
2.3 Unless otherwise indicated, words to which a meaning is ascribed in the body of the Agreement shall bear that meaning wherever such words appear thereafter.
2.4 The laws of the Republic of South Africa shall apply to the interpretation of these Terms and Conditions.
2.5 The Customer Application together with all Schedules constitute a part of the Agreement, and their terms shall be read as if incorporated herein.
2.6 Whenever a term is followed by the word “including” or “include” or “excluding” or “exclude” and specific examples, the examples shall not limit the ambit of the term.
2.7 The rule of construction that an agreement shall be interpreted against the Party responsible for its drafting or preparation shall not apply to the Agreement.

3. DEFINITIONS
Wherever the following words or phrases appear in the Agreement they shall have the meanings ascribed to them below:

3.1. “Agreement” shall mean these General Terms and Conditions, together with the Customer Application and Schedules “A”, “B”, and “C” thereto, as applicable;
3.2. “Affiliate” means, with regard to the either party, any legal entity which the that party Controls, or which Controls that party, or which is under common Control with that party;
3.3. “Anti-Bribery Requirements” shall mean all applicable laws, statutes, regulations and codes relating to antibribery and anti-corruption including but not limited to the Prevention and Combating of Corrupt Activities Act 2004 (PRECCA) and any applicable anti-bribery and corruption requirements of any Principal Supplier;
3.4. “Credit Period” shall mean the period stated in Schedule A, as approved by the Supplier, within which the Customer is required to settle an invoice rendered for Goods and/or Services supplied by the Supplier from time to time. The Supplier is entitled at any time and in its sole and absolute discretion to amend or modify the Credit Period on notice to the Customer;
3.5. “Control” means owning more than 50% (fifty percent) of the issued shares or having the legal power to direct or cause the direction of the general management and policies of the entity in question;
3.6. “Customer” shall mean any person or entity trading with the Supplier and/or as described in paragraph 1 of Schedule “A” of the Customer Application (headed “Customer Details;
3.7. “Customer Application” shall mean any written application made by the Customer to become an approved customer of the Supplier, as accepted and/or approved by the Supplier;
3.8. “Goods” shall mean any equipment/stock/goods/hardware/consumables/software/software licences purchased by the Customer from the Supplier from time to time;
3.9. “parties” shall mean the Supplier and the Customer and “party” shall mean either one of them as the contextmay require;
3.10. “Personnel” means any director, employee, agent, consultant, contractor or other representative of the Supplier;
3.11. “Price” shall mean the price contained on the quotation and any additional charges envisaged in 6 below.
3.12. “Principal Supplier(s)” shall mean the vendor(s), supplier(s), or manufacturer(s) from whom the Supplier purchases Goods and/or Services from time to time in terms of the Supplier’s agreement with the Principal Supplier;
3.13. “quotation” shall mean a quotation provided in terms of clause 5 below;
3.14. “quotation request” shall mean a request for a quotation as described in clause 5.1 below;
3.15. “Schedule “A”” shall mean the Customer Application form which incorporates these Terms and Conditions by reference, and incorporating a Deed of Suretyship and a Deed of Cession;
3.16. “Schedule “B” shall mean the Consent to Processing of Personal Information in terms of the Protection of Personal Information Act, 4 of 2013 attached to the Customer Application;
3.17. Schedule “C” shall mean the Suretyship Agreement attached to the Customer Application ;
3.18. “Services” shall mean those services (if any) provided by the Supplier to the Customer from time to time;
3.19. “Specific Terms” shall mean those terms specific to the supply of specified goods and/or services as more fully described in clause 4 below.
3.20. “Supplier” shall mean Epsidon Management and Marketing Consultancy (Pty) Ltd (Registration Number: 2011/112339/07), a limited liability company duly registered and incorporated in accordance with the laws of the Republic of South Africa, with registered office at First Building, 26 Augrabies Road, Waterfall Office Park, Midrand, South Africa;
3.21. “Supplier Conditions” shall mean the standard terms and conditions of the Principal Suppliers that may be applicable from time to time, and which apply to any order placed by the Supplier from such Principal Supplier

4. SPECIFIC TERMS
4.1. The Customer acknowledges and accepts that certain Goods and/or Services may be subject to Specific Terms. Such Specific Terms may be referenced in the Supplier’s quotations and/or made available on the Suppliers’ (or any of its Affiliates’) websites from time to time, and are expressly incorporated herein by reference;
4.2. The Customer accepts that the Supplier may add, vary, remove, or amend the Specific Terms from time to time and such updated Specific Terms shall become binding on the Customer upon notification and/or publication on the abovementioned website/s.

5. ORDERS AND QUOTATIONS
5.1. As and when the Customer requires Goods and/or Services from the Supplier, the Customer shall provide the Supplier with a request to provide the Customer with a quotation for such Goods and/or Services required (“quotation request”). Quotation requests may be made to the Supplier for immediate supply from the Principal Supplier or for supply at a future date.
5.2. Within a reasonable time of the date of receipt of a quotation request from the Customer, the Supplier shall provide to the Customer a written quotation, provided that the Supplier shall be under no obligation to accept a quotation request or to provide a quotation, in which event it shall notify the Customer that the quotation request is rejected. Any quotation provided by the Supplier after receipt of a quotation request from the Customer shall be revocable by the Supplier at any time prior to written acceptance thereof by the Customer.Quotations may only be provided in writing.             5.3. If a Customer accepts the Supplier’s quotation, the Customer shall render a purchase order for the Goods
and/or Services, which shall constitute a binding agreement and these Terms and Conditions as well as any
additional conditions contained in the quotation shall apply to such agreement.
5.4. All quotation requests by the Customer shall be subject to any applicable Supplier Conditions and any applicable Specific Terms. The Customer acknowledges that it has the obligation to ensure that it is aware of any Supplier Conditions and/or any Specific Terms (if applicable).
5.5. In the event that there is any change in the Supplier Conditions that materially affects any quotation, the Supplier shall notify the Customer thereof, and the terms of any quotation shall automatically be varied to the extent of such change.

5.6. The quotation request placed by the Customer shall;

5.6.1. stipulate the required type, description, part, number, and/or quantity of the Goods and/or Services, as
applicable,;
5.6.2. where delivery is required at a destination other than the Customer’s address, the delivery address needs to
be specified;
5.6.3. stipulate the desired time for delivery, which shall always be subject to the availability of Goods and/or
Services and the ability by the Principal Supplier to comply;
5.7. The Supplier shall use its best endeavours to comply with the specifications referred to in 5.6 above, but shall
not be liable for any delay unless such delay is due to its gross negligence or wilful misconduct.

6. PRICE AND PAYMENT
In respect of all orders, unless the contrary is stated, the following price and payment terms will apply (which may be supplemented by any terms set out in any quotation issued by the Supplier):

6.1. Prices contained in any quotation are exclusive of value added tax (VAT) unless stipulated to the contrary.
6.2. In addition to any quotation or invoice rendered by the Supplier to the Customer, the Customer shall further be obliged to pay to the Supplier:
6.2.1. the amount of any tax, duty or other charge that may be imposed by any lawful authority, which comes into force in respect of an order after a quotation and/or an invoice was rendered;
6.2.2. to the extent that any amounts payable by the Customer are subject to withholding tax or similar tax in the applicable jurisdiction, the amount payable by the Customer shall be grossed up by the Customer when remitting payment such that the amount paid net of such taxes equals the amount invoiced by the Supplier;
6.2.3. the amount of any increases in the prices charged by the Principal Supplier due to fluctuations in rates of exchange;
6.2.4. the amount of any increases in the prices charged by the Principal Supplier due to fluctuations in freigh charges, insurance, railage, costs of labour and materials or any other charges after date of quotation;
6.2.5. any other additional costs in respect of an order of any nature whatsoever incurred as a result of any delay caused by the Customer or due to factors beyond the control of the Supplier;
6.2.6. any expense incurred by the Supplier at the instance of the Customer in modifying, altering or making additions to the design, quantities or specifications for any Goods and/or Services, and any expenses arising  as a result of suspension of work by the Supplier due to instructions given, or a failure to give instructions by the Customer.

6.3. All payments by the Customer to the Supplier shall be made:
6.3.1. free of exchange and without any deduction or set-off;
6.3.2. into the nominated bank account of the Supplier or into such other bank account as the Supplier may direct from time to time;
6.3.3. in cash or by electronic fund transfer, unless otherwise agreed to by the Supplier;
6.3.4. in full prior to the expiry of the Credit Period indicated in Schedule “A”, or if there is no credit period indicated,
on a cash on order basis.

6.4. When making any payment to the Supplier, and/or on request by the Supplier, the Customer shall provide the Supplier with a remittance advice indicating the specific invoice/s and/or statement/s which the Customer has made payment of. Should the Customer fail to provide such a remittance advice within 30 days of payment, the Supplier shall be entitled, in its discretion, to apply any and all amounts received from the Customer to the Customer’s longest outstanding invoice/s and/or statement/s.

7. DELIVERY
7.1. The Supplier shall use its best endeavours to make delivery as near as possible as to the time frames indicated on the quotation.
7.2. The Supplier shall keep the Customer informed of any delays in delivery. Late delivery does not entitle the Customer to resile from the Agreement, to withhold or defer any payment, to a reduction in price, nor to any other remedy against the Supplier on account of delays in effecting delivery.
7.3. If delivery of any particular order is to be effected in instalments, the Supplier shall not be obliged to deliver any part of the order until the purchase price which is overdue in respect of the part of the order which has already been delivered, has been paid.
7.4. The Supplier is hereby authorised to engage a third party to attend to the delivery of the Goods. The Supplier shall be entitled to instruct such third party on any terms it sees fit. Should the Customer instruct the Supplier to engage a third party on the Customer’s behalf to attend to the delivery of the Goods:
7.5.1. The Customer indemnifies the Supplier against any claims that may arise against the Supplier from such an instruction by the Customer;
7.5.2. The Customer shall reimburse the Supplier for any costs incurred in arranging such delivery, including but not limited to, the costs of necessary disbursements and insurance.
7.5.3. The Goods shall be deemed to have been delivered to the Customer upon collection of the Goods from the Supplier by the third party, or upon delivery by the Supplier to the third party.

8. RISK OF DAMAGED, DESTROYED AND/OR MISSING GOODS
8.1. The risk of damage to, or destruction of, any relevant Goods passes to the Customer on delivery thereof by the Supplier to the Customer, at the delivery destination, or on collection of the Goods as set out in 7.5.3 above, as applicable.
8.2. The Customer shall be obliged to inspect all Goods upon delivery thereof and shall endorse the delivery note as to any missing or damaged Goods. Any signature on a delivery note by the Customer or the person taking delivery on behalf of the Customer shall be deemed to confirm complete delivery.
8.3. No claims for missing or damaged Goods shall be valid unless the delivery note has been endorsed by the Customer as stated in 8.2 above.
8.4. Should the Customer fail to endorse the delivery note as provided for in 8.2 above, it shall be deemed that all the Goods have been delivered in good order and that the Goods delivered were not damaged during  transportation.
8.5. The Customer shall be obliged to furnish information necessary to enable delivery of the relevant Goods to be effected and if the Customer fails or refuses to do so, or if it fails or refuses to take delivery, the Goods shall be deemed to have been delivered to the Customer upon notification.
8.6. If the Supplier is unable, or is requested not to deliver the Goods to the Customer due to any act or omission
on the part of the Customer, it shall be entitled to charge the Customer for the storage of the Goods.

9. OWNERSHIP
9.1. Ownership of the Goods purchased shall only pass from the Supplier to the Customer upon payment of all sums due to the Supplier by the Customer in respect thereof.
9.2. The Supplier reserves the right to inform the landlord of the premises in which the Goods are or at any time may be, of the provisions of this clause 9. The Customer shall be obliged, on request, to advise the Supplier of the name and address of the landlord of any such premises.

10. WARRANTIES AND GUARANTEES
10.1. The Customer agrees that it was not induced into entering into theAgreement on the strength of any warranties, guarantees or representations by the Supplier, whether expressly or tacitly.
10.2. The Supplier does not provide any warranty and/or guarantee to the Customer in respect of or relating to the Goods and/or Services of any kind whatsoever. Insofar as the Principal Supplier may give any warranty and/or guarantee in respect of the Goods, the Supplier shall provide the Customer with reasonable assistance in exercising such a warranty claim with the Principal Supplier.
10.3. The Customer warrants in favour of the Supplier that its annual turnover and/or asset value exceeds the threshold value as determined by Minister in terms of the Consumer Protection Act, 68 of 2008, and in accordance with the schedule published under Government Gazette Notice 895, as updated and amended from time to time. As such the Customer acknowledges that the Consumer Protection Act does not apply to this Agreement or to any transactions flowing from it.

11. HANDLING FEE
11.1. If the Customer requests the Supplier to return Goods other than in terms of any manufacturer’s warranty or guarantee, or if the Customer returns Goods to the Supplier for any other reason whatsoever, the Supplier reserves the right to levy a handling fee in the same proportion to any handling fee charged by the relevant Principal Supplier to the Supplier. The Supplier is not obliged to accept the return of any Goods and shall, at its discretion, render assistance in this regard as an additional separate and discretionary service for the Customer.

REPAIRS AND RETURNS
12.1. To the extent that the Goods supplied by the Supplier are in any way defective, the Customer shall be entitled, within the applicable warranty period, and at the sole discretion of the Supplier, to either a repair or replacement of such defective Goods. This clause 12.1 shall at all times be subject to the following:
12.1.1. The Customer notifying the Supplier within 7 (seven) days of such defect arising, which notice must be in writing, and must clearly specify the alleged defect, and be supported by the original tax invoice;
12.1.2. The Supplier will confirm the return in writing, whereafter the Goods must be returned by the Customer to the Supplier, at the Customers expense, packaged in their original packing material and together with all manuals, accessories and other parts provided with the Goods;
12.1.3. The Goods being returned must still be covered by a valid manufacturer warranty and/or guarantee at the time of return, as confirmed by the Supplier.
12.2. The Supplier shall be relieved of all obligations in terms of clause 12.1 should:
12.2.1. Repairs be made to the Goods by any unauthorised third party;
12.2.2. Any modifications be made to the Goods;
12.2.3. The Goods have been used or operated with any accessory, equipment, or part not specifically supplied and/or approved by the manufacturer, Principal Supplier, and/or the Supplier in writing;
12.2.4. The Goods have not been operated or maintained in accordance with the manufacturers and/or Principal Supplier’s and/or the Supplier’s instructions; or under normal use; or have been incorrectly installed;
12.2.5. The Goods have been used contrary to the terms of the applicable manufacturer and/or Principal Supplier warranty and/or guarantee.

13. IMPORTED GOODS
13.1. Where the Goods or any part thereof are to be imported, the Agreement is subject to the condition that:
13.1.1. The Supplier’s order is accepted and confirmed by the Principal Supplier and that delivery is made thereunder in due course;
13.1.2. The Supplier is able to obtain the necessary import permits and/or any other licences, letters of authority and/or any other documents that may be necessary to import the Goods; and
13.1.3. The importation of the goods does not contravene any local or international laws and regulations.

14. SUBSTITUTE GOODS OR PARTS
14.1. Should any materials or Goods specified or otherwise required in order to fulfil the Supplier’s obligations in terms of the Agreement become unavailable after quotation, the parties may agree to alternative or substitute Goods, alternatively the Supplier may withdraw the quotation or cancel the order, as it deems appropriate in its sole discretion.

15. DOCUMENTATION
15.1. All specifications, descriptive matter, drawings and other documents furnished by the Supplier to the Customer at any stage do not form part of these Terms and Conditions and may not be relied upon, unless they
are agreed in writing by the Supplier to form part of the Agreement.
15.2. In the event that any descriptive matter, specifications, drawings and particulars provided by the Supplier does form part of these Terms and Conditions, such descriptive matter, specifications, drawings and particulars given are approximate only and the Supplier cannot be held responsible for loss due to discrepancies therein.

16. CERTIFICATE OF INDEBTEDNESS
16.1. The Customer agrees that the amount due and payable to the Supplier shall be determined and proven by a certificate issued by the Supplier and signed on its behalf by any person duly authorised by the Supplier, which authority need not be proven. Such certificate shall be prima facie proof of the indebtedness of the Customer.

17. INTEREST
17.1. The Customer shall pay interest on all amounts owing by the Customer to the Supplier which have not been paid on the due date thereof, at the prevailing prime interest rate plus 3% (three percent), calculated from the day payment became due up to and including the final date of payment, compounded monthly.

18. INDEMNITY AND WAIVER
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18.1. The Customer waives any claim which it may have against the Supplier arising out of any loss or damage which the Customer may suffer or any expense that the Customer may incur as a result of any act or omission committed by the Supplier, other than that caused by gross negligence on the part of the Supplier;
18.2. In the event that the Customer, who acts as a supplier for their consumer and as such becomes a supplier as defined in the Consumer Protection Act, 68 of 2008 (“CPA”) (or equivalent legislation in the territory in which the Customer trades), does not comply with the provisions of the CPA in any manner whatsoever and the consumer proceeds with a claim against the Supplier, the Customer indemnifies the Supplier against any claims made against the Supplier by the consumer.

19. LIMITATION OF LIABILITY
19.1. To the extent permitted by applicable law, regardless of the form (whether in contract, delict or any other legal theory) in which any legal action may be brought, the Supplier’s maximum liability for direct damages for anything giving rise to any legal action shall be an amount equal to the total paid or payable by the Customer to the Supplier in respect of the applicable Goods and/or Services to which the claim relates.
19.2. To the extent permitted by applicable law, in no event shall either party be liable for any indirect, incidental, special or consequential damages or losses (whether foreseeable or unforeseeable) of any kind (including loss of profits, loss of goodwill, damages relating to lost or damaged data or software, loss of use, damages relating to downtime or costs of substitute products) arising from the Agreement.

20. CESSION. ASSIGNMENT, AND SUBCONTRACTING
20.1. The Customer shall not be entitled to cede or assign any rights and/or obligations which it may have in terms of the Agreement to any third party without the prior written consent of the Supplier.
20.2. Notwithstanding the terms of clause 20.1 above, it is expressly recorded that the Supplier shall be entitled to cede and assign all rights and obligations under the Agreement to any of its Affiliates without the prior written consent of the Customer, provided that the Supplier shall notify the Customer within a reasonable time of the event occurring.
20.3. The Supplier may sub-contract or delegate its obligations under the Agreement to its third-party contractors, provided that the Supplier shall remain liable for performance of such third-party contractors. The Supplier shall not be required to disclose to the Customer the terms (including payment terms) of any sub-contract entered into with respect to the Supplier’s obligations under the Agreement.

21. NATIONAL CREDIT ACT 34 OF 2005 (OR EQUIVALENT LEGISLATION IN TERRITORY WHERE CUSTOMER
TRADES)
21.1. The Customer hereby warrants that at the time of signature of the Agreement, the combined asset value or annual turnover of the Customer and its’ related juristic persons is equal to, or exceeds the amount as published from time to time by in sections 4(a)(i) and section 7(1) of the National Credit Act 34 of 2005 (or equivalent legislation in the territory in which the Customer trades).
21.2. The Customer acknowledges and accepts that the Supplier is an incidental credit provider who only charges interest after 30 days, alternatively, on breach of Agreement and accordingly it does not have to register as a credit provider as provided for in Section 40 of the National Credit Act 34 of 2005 (or equivalent legislation in the territory in which the Customer trades).

22. BREACH
22.1. In the event that any party (“the defaulting party”) commits a breach of any of the provisions of this Agreement then any party not in breach (“the aggrieved party”) shall be entitled to give the defaulting party written notice to remedy the breach.
22.2. If the defaulting party fails to comply with that notice within 15 (fifteen) days of receipt thereof, subject to any other provisions of this Agreement to the contrary, the aggrieved party shall be entitled to cancel this Agreement or to claim specific performance, in either event without prejudice to the aggrieved party’s right to claim damages and without prejudice to such other rights as the aggrieved party may have at law.
22.3. Without limiting the generality of the aforegoing, should the Customer:
22.3.1. fail to pay any amount payable by it on due date;
22.3.2. commit any act of insolvency or endeavour to compromise generally with its’ creditors;
22.3.3. do or cause to be done anything which may prejudice the Supplier’s rights hereunder or at all;
22.3.4. allow any judgment against it to remain unsatisfied for 7 (seven) days;

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22.3.5. be placed into provisional or final liquidation, business rescue, judicial management, sequestration or voluntarily surrender his/her estate; then the Supplier shall have the right, without prejudice to any other right which it may have against the Customer, to elect to:
22.3.6. treat as immediately due and payable any and all amounts owing by the Customer to the Supplier, whether due or not, and to claim such amounts as well as any other amounts in arrears, including interest, and to cease performance of its obligations hereunder as well as under any other contract with the Customer until the Customer has remedied the breach; and/or
22.3.7. immediately cancel this Agreement and retake possession of any of the Goods sold.
22.4. Should the Supplier remove the Goods (or any part thereof) from the premises of the Customer or a third party to whom the Goods have been on-sold, the Customer hereby agrees to such removal without the necessity of a court order, waives any right it may have to claim any form of spoliation, and indemnifies the Supplier against any and all damage of whatsoever nature, howsoever and by whomsoever caused in relation to the removal of the Goods.
22.5. Termination of this Agreement will not affect any orders placed prior to the effective date of termination and the Customer shall be liable for, and shall make payment of, any and all order/s for Goods and/or Services placed with the Supplier, regardless of the duration and/or delivery date/s of such order/s. These terms and conditions apply to any and all orders for Goods and/or Services placed by the Customer with the Supplier and shall continue to apply to all such order/s after any termination (purported or otherwise) hereof by the Customer.

23. DOMICILIUM
23.1. For all purposes of or arising out of the Agreement including, but not limited to, the giving of any notice and/or the making of any communication, and the serving of any processes the Customer chooses its domicilium citandi et executandi (“domicile”) at its registered address and/or the addresses provided by the Customer in paragraph 1 of Schedule “A”, unless otherwise advised in writing and signed by the parties. The Supplier
chooses its domicile at its registered address, and all legal notices required to be sent to the Supplier shall be delivered to the following address: First Technology Building, 26 Augrabies Road (off Bekker Road), Waterfall Office Park, Midrand, 1682, South Africa (marked for Attention: Group Head of Legal), and all legal notices required to be sent to the Supplier shall be delivered to the aforesaid address and to legal.enquiries@firstdistribution.com.
23.2. Any notice given in terms of the Agreement shall be in writing.
23.3. Any party by notice to the other shall be entitled from time to time to vary its domicile to any address within the Republic of South Africa provided that such other address may not be a post office box or poste restante. Such change of domicile shall become effective on receipt thereof by the addressee.
23.4. Unless otherwise advised in writing and signed by the parties, the Supplier shall be entitled to regard the Customer’s registered address as the domicile of Customer for the purposes of the Agreement.
23.5. Any notice and any communication or payment made by either party to the other (“the addressee”) which –
23.5.1. is delivered by hand or courier at the addressee’s domicile for the time being shall be presumed until the contrary is proved to have been received by the addressee at the time of delivery;
23.5.2. if sent by electronic mail shall be presumed unless the contrary is proved by the addressee to have been received on the date of transmission.

24. ANTI-BRIBERY
24.1. Customer warrants that it will and will procure that all persons associated with it including its Affiliates will:
24.1.1. comply with the Anti-Bribery Requirements;
24.1.2. not engage in any activity, practice or conduct which would constitute an offence under PRECCA or any equivalent legislation, if such activity, practice or conduct had been carried out in the Republic of South Africa or any other country where the equivalent legislation applies;
24.1.3. not do, or omit to do, any act that may lead Supplier to be in breach of any of the Anti-Bribery Requirements;
24.1.4. promptly report to Supplier any request or demand for any undue financial or other advantage received by it
in connection with the Agreement;
24.1.5. will ensure that there exists no actual and/or potential conflict of interest, whether direct or indirect, between Customer and Supplier;
24.1.6. promptly notify Supplier of any actual and/or potential conflict of interest, whether direct or indirect, between the Customer and Supplier. Should Supplier, in its sole discretion, determine that such conflict of interest is material and/or prejudicial to Supplier, Supplier will be entitled to terminate the Agreement immediately without liability to the Customer;
24.1.7. have and maintain in place throughout the Agreement its own policies and procedures to ensure compliance with the Anti-Bribery Requirements and this clause 24.1 and will enforce them where appropriate;
24.1.8. ensure that any person associated with the Customer who is performing services in connection with the Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Customer in this clause 24 (“Relevant Terms”). The Customer shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to Supplier for any breach by such persons of any of the Relevant Terms; and
24.1.9. if requested, provide Supplier with reasonable assistance to enable Supplier to perform any activity required by any relevant government or agency in any relevant jurisdiction for the purpose of compliance with any of the Anti-Bribery Requirements.
24.2. The Customer indemnifies Supplier including Supplier’s Affiliates against any losses, liabilities, damages, costs, expenses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of nreputation and all interest, penalties and legal costs (calculated on a full indemnity basis)) and all other reasonable professional costs and expenses) suffered or incurred by, or awarded against Supplier, arising out of or in connection with any breach or negligent performance by the Customer of this clause 24.
24.3. Customer shall keep at its normal place of business detailed, accurate and up to date records, books or account and such other necessary documentation to provide compliance with the Anti- Bribery Requirements and showing all payments made by Customer in connection with the Agreement and the steps taken by Customer to comply with the Anti-Bribery Requirements and clause 24.2. Customer shall ensure that such records and books of accounts are sufficient to enable Supplier to verify Customer’s compliance with its obligations under this clause 24.
24.4. Customer shall permit Supplier and its third party representatives (who have signed a suitable non-disclosure agreement with Supplier), on reasonable notice during normal business hours, but without notice in case of any reasonably suspected breach of this clause 24 to access and take copies of Customer’s records and any other information held at Customer’s premises and to meet with Supplier’s personnel to audit Customer’s compliance with its obligations under this clause 24. Such audit rights shall continue for twenty four (24) months after termination of the Agreement. Customer shall give all necessary assistance to the conduct of such audits during the duration of the Agreement and for a period of twenty four (24) months after termination of the Agreement.
24.5. Customer warrants and represents that:
24.5.1. Neither Customer nor any of Customer’s team, officers, employees or other persons associated with it:
24.5.1.1. has been convicted of any offence involving bribery or corruption fraud or dishonesty;
24.5.1.2. having made reasonable enquiries, so far as it is aware has been or is the subject of any investigation, inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offence or alleged offence under the Anti-Bribery Requirements; or
24.5.1.3. has been or is listed by any government agency as being debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for participation in government procurement programmes or other governments contracts;
24.5.2. None of the officers or employees of Customer or any person associated with it or any other person who is performing services in connection with the Agreement is a foreign or local public official; and
24.5.3. No foreign or local public official owns a direct or indirect interest in Customer, or any person associated with it or any other person for whom Customer is responsible under clause 24.5.2 and no public official has any legal or beneficial interest in any payments made by Supplier under the Agreement.
24.6. Breach of this clause 24 shall be deemed a breach not capable of remedy and will entitle the Supplier to terminate the Agreement effective immediately.
24.7. If Supplier terminates the Agreement for breach of this clause 24, Customer shall not be entitled to claim compensation or any further remuneration, regardless of any activities or agreements with additional third parties entered into before termination.
24.8. Regardless of any other provision in the Agreement, Customer shall not be obliged to do, or omit to do, any act which would, in its reasonable opinion, put it in breach of any of the Anti-Bribery Requirements.

25. NON-SOLICITATION
25.1. The Customer undertakes that neither it nor any, company, firm, employee or agent of it, shall without the written consent of the Supplier and for the duration of this Agreement and for a period of 24 (twenty four) months following termination of this Agreement, for whatever reason, engage, employ or otherwise solicit or attempt to engage, employ or otherwise solicit for employment, whether directly or indirectly under any circumstances, any person who, during the currency of this Agreement is or was part of the Personnel of the Supplier.
25.2. Should the Customer breach the provisions of this clause 25, the Customer shall then have 7 (seven) days, after receiving written notice from the Supplier, in which to remedy the breach by cancelling and/or terminating any relationship it may have with the recruited Personnel.

26. GENERAL
26.1. No agreement to alter, vary or cancel this Agreement and no addition or amendment to or deletion from this Agreement shall be of any force and effect unless reduced to writing and signed by all the parties.
26.2. No indulgence, extension of time, relaxation or latitude which any party (“the grantor”) may show grant or allow to the other (“the grantee”) shall constitute a waiver by the grantor of any of the grantor’s rights and the grantor shall not thereby be prejudiced or estopped from exercising any of its rights against the grantee which may have arisen in the past or which might arise in the future.
26.3. In the event that any of the terms of this Agreement are found to be invalid, unlawful or unenforceable, such terms shall be severable from the remaining terms, which shall continue to be valid and enforceable.
26.4. This Agreement constitutes the whole Agreement between the parties and supersedes all prior verbal or written Agreements or understandings or representations by or between the parties regarding the subject matter of this Agreement.
26.5. Unless the context indicates otherwise the rights and obligations of any party arising from this Agreement shall devolve upon and bind its successors-in-title.
26.6. The parties shall try, in good faith, to solve amicably, and by mutual agreement, any dispute which may arise between them with respect to the Agreement in any way they deem appropriate.
26.7. The laws Republic of South Africa shall apply to the interpretation of this Agreement and the parties accordingly agree that any dispute between the parties shall be resolved in the Republic of South Africa. The parties hereby consent to the jurisdiction of the Magistrates Court otherwise having jurisdiction in respect of any proceedings in respect of or arising out of this Agreement or it’s cancellation notwithstanding that the amount of the claim may exceed the normal jurisdiction of the Magistrate’s Court; this document constituting the required consent by the parties to the jurisdiction of the Magistrates Court in accordance with section 45 of the Magistrates Court Act.
26.8. Notwithstanding the consent to jurisdiction in Error! Reference source not found. above, should any other court in any country have jurisdiction over any dispute arising out of or relating to this Agreement, the Supplier shall have the sole and absolute discretion to institute such proceedings in such court. The language of all legal proceedings instituted pursuant to the terms of this Agreement shall be English.
26.9. The Customer shall be liable for all costs incurred by the Supplier in the recovery of any amounts or the enforcement of any rights which it has hereunder, including any and all collection charges, costs on an attorney and own client scale, and costs of counsel, whether incurred prior to or during the institution of legal proceedings or if judgment has been granted, in connection with the satisfaction or enforcement of such judgement.
26.10. In the event that either party is unable to perform its obligations (excluding a payment obligation) by reason of force majeure, neither party shall have any claim against the other as a consequence of such failure. For the purpose of this Agreement “force majeure” shall be deemed to be any cause affecting the performance of this Agreement arising from or attributable to acts, omissions or accidents beyond the reasonable control of the Party to perform.
26.11. Documents scanned and transmitted electronically, as well as documents signed by electronic signatures, shall be deemed as original for purposes of this Agreement and all matters related thereto, with such scanned and/or electronic signatures having the same legal effect as original signatures. The Customer hereby waives  any right which it may have to dispute the validity or enforceability of this Agreement by virtue of its failure to initial each page of this Agreement.

27. CONSENT
27.1. The Customer hereby authorizes the Supplier to do the necessary credit checks and to reveal any information contained herein to any Credit Bureau for the purpose of establishing the Customer’s credit record.
27.2. The Customer hereby consents to the Supplier processing (or permitting a third party to process) any data or personal information of the Customer, subject to any applicable laws, as provided for in Schedule B to the Agreement.
27.3. Each Party warrants that it shall, at all times and where applicable, comply with the provisions of the Protection of Personal Information Act, 4 of 2013, as amended.
27.4. The Customer further authorises the Supplier and its Affiliates to share the Customer’s payment history internally as between such Affiliates for purposes of establishing the Customer’s credit history within the Supplier’s group of companies.

28. CREDIT ACCOUNT FACILITIES WITHDRAWAL
28.1. The decision to grant the Customer any credit facilities and the extent thereof shall, at all times, be at the sole discretion of the Supplier. Any credit limit approved by the Supplier shall not limit the Customer’s overall liability to the Supplier, and the Customer will remain liable for any/all orders and/or purchases made irrespective of whether it has exceeded the credit limit approved by the Supplier.
28.2. The Supplier may, at any time and in its discretion, terminate this Agreement and/or the Customer’s credit facilities on written notice to the Customer, in which case all amounts outstanding shall immediately become due and payable by the Customer.