1. The Customer agrees that

(a) this Agreement represents the entire Agreement between the Customer and Dräger South Africa (Pty) Ltd (hereinafter called Dräger) and that no alterations or additions to this Agreement may be effected unless agreed to by both parties, reduced to writing and signed by the Customer and a duly authorised representative of Dräger;

(b) this Agreement will govern all future contractual relationships between the parties;

(c) this Agreement is applicable to all existing debts and future debts between the parties;

(d) this Agreement is final and binding and is not subject to any suspensive or resolutive terms or conditions;

(e) any conflicting conditions stipulated by the Customer are expressly excluded;

(f) these terms supersede all previous conditions of Agreement without prejudice to any securities or guarantees held by Dräger and

(g) these terms apply to all servants and subcontractors of Dräger.

2.1 This Agreement only becomes final and binding on receipt and acceptance of this offer by Dräger at its business address in Buccleuch.

2.2 Any order only becomes final and binding on receipt and acceptance of such order by Dräger at its business address per clause 2.1.

3. The signatories guarantee payment to Dräger for any debts incurred by the Customer and agree that the liability of the signatories will be for the full amount of the debts incurred by the Customer and that such amounts will become due and payable immediately upon any application for business rescue by the Customer or the liquidation of the Customer. The signatories agree that the extent of the liability of the signatories will not be affected by any compromise or settlement reached with the Customer pursuant to any business rescue plan as provided for in the Companies Act 71 of 2008.

4. The Customer acknowledges that it does not rely on any representations made by Dräger in regard to the goods and services or any of its qualities 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 Dräger in respect of the goods or services orally or in writing will not form part of the Agreement in any way unless agreed to in writing by Dräger.

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

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

5.3 The Customer agrees to pay all additional costs resulting from any acts or omissions by the Customer including suspension of work, modification of requirements, failure or delay in giving particulars required to enable work to proceed on schedule or requirements that work be completed earlier than agreed.

5.4 Dräger reserves the right at its sole discretion to provide alternative goods of the same quality and quantity at the prevailing prices to those ordered by the Customer should such goods be superseded, replaced or their manufacture terminated.

6.1 All quotations will remain valid for a period of 14(fourteen) days from the date of the quotation or until the date of issue of a new Price List, whichever occurs first.

6.2 All quotations are subject to the availability of the goods or services and subject to correction of good faith errors by Dräger and the prices quoted are subject to any increases in the cost price, including currency fluctuations, of Dräger before acceptance of the order.

6.3 If the Customer disputes the amount of increase, the amount of the increase may be certified by any independent auditor and such certificate shall be final and binding on the Customer.

6.4 The Customer hereby confirms that the goods or services on any 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.

6.5 Notwithstanding the provisions of clause 1 above, all orders or agreed variations to orders, whether orally or in writing, shall be binding and subject to these Standard Conditions of Agreement and may not be revoked by the Customer.

6.6 Dräger shall be entitled in its sole discretion to split the delivery / performance of the goods or services ordered in the quantities and on the dates it decides.

6.7 Dräger shall be entitled to invoice each delivery / performance actually made separately.

6.8 Any delivery note, waybill or job card (copy or original) signed by the Customer or a third party engaged to transport the goods and held by Dräger shall be prima facie proof that delivery was made to the Customer.

6.9 The risk of damage to, destruction or theft of goods shall pass to the Customer on acceptance of any order placed in terms of this Agreement and the Customer undertakes to comprehensively insure the goods until paid for in full. Dräger may recover insurance premiums from the Customer for such ordered and uninsured goods.

6.10 Delivery, installation and performance times quoted are merely estimates and are not binding on Dräger.

6.11 If Dräger agrees to engage a third party to transport the goods, Dräger is hereby authorised to engage a third party on the Customer's behalf and on the terms deemed fit by Dräger.

6.12 The Customer indemnifies Dräger against any and all claims against Dräger that may arise from such agreement in clause 6.11.

6.13 Repair times and repair costs given are merely estimates and are not binding on Dräger.

6.14 Any item handed in for repair may be sold by Dräger to defray the cost of such repairs if the item remains uncollected within 30 days of the repairs being completed.

6.15 All goods taken on an evaluation, approval, demonstration or consignment basis by the Customer are deemed sold if not returned within 30 days of issue in the original condition, in the original packaging and with all accessories and manuals intact.

6.16 All goods taken on a consignment basis by the Customer are deemed sold if not returned within 150 days on demand of Dräger, to the premises of Dräger, in the original condition, in the original packaging and with all accessories and manuals intact.

6.17 The Customer acknowledges that it is aware of fraudulent activities, which are perpetrated whereby a change of banking details is advised on the letterhead of Dräger or by other means. The Customer agrees that any payment made to any other bank account shall not constitute a valid discharge of the Customer’s obligation to make such payment. The Customer shall be obliged to notify Dräger of any receipt by it of a notification of change of banking details and shall only give effect thereto if same is confirmed telephonically and in writing by the Financial Director of Dräger. All loss suffered as a result of any amounts being paid by the Customer into any bank account other than the account of Dräger due to any error on the part of the Customer or any of its employees or as a result of the Customer or its employees not complying with the aforegoing provisions of this clause or otherwise shall be borne solely by the Customer.

7.1 New goods are guaranteed according to the Manufacturer's product specific warranties only and all other guarantees including common law guarantees are hereby specifically excluded. Repairs outside the guarantee period are guaranteed for a period of 1 (one) month against faulty workmanship.

7.2 Liability under clause 7.1 is restricted to the cost of repair or replacement of faulty goods or services or granting of a credit at the sole discretion of Dräger.

7.3 No claim under this Agreement shall arise unless the Customer has, within 14 days of an alleged breach of contract and/or defect occurring, given Dräger written notice by prepaid registered post of such breach or defect, and has afforded Dräger at least 30 days to rectify such defect or breach.

7.4 To be valid, claims must be supported by the original Tax Invoice.

7.5 The Customer shall return any defective moveable goods to the premises of Dräger at the Customer's own cost and packed in the original or suitable packaging and all risks for the duration of repair remain with the Customer.

7.6 All guarantees are immediately null and void should any goods be tampered with or should the seals on goods be broken or the serial numbers be removed by anyone other than Dräger or should the goods be used or stored outside the Manufacturer's specifications.

7.7 Any item delivered to Dräger shall serve as pledge in favour of Dräger for present and past debts and Dräger shall be entitled to retain or realise such pledges as it deems expedient at the value as determined in clause 15.1. The sworn or realised value of pledged goods will be offset against the Customer’s debts any excess balance will be paid to the Customer.

8.1 Under no circumstances shall Dräger be liable for any consequential damages including loss of profits or for any delictual liability of any nature whatsoever whether caused negligently or innocently.

8.2 Under no circumstances shall Dräger be liable for any damage arising from any misuse, abuse or neglect of the goods or services.

9. Delivery of the goods or services to the Customer shall take place at the place of business of Dräger.

10.1 The Customer agrees that the amount contained in a Tax Invoice issued by Dräger shall be due and payable unconditionally (a) cash on order; or (b) if the Customer is a Credit Approved Customer, within 30 days from the end of the month in which a Tax Invoice has been issued by Dräger or within terms otherwise negotiated with Dräger.

10.2 The Customer agrees to pay the amount on the Tax Invoice at the offices of Dräger.

11.1 The Customer has no right to withhold payment for any reason whatsoever, except when the Customer has a dispute with Dräger in which case only the amount not in dispute will be paid. The Customer agrees that no extension of payment of any nature shall be extended to the Customer and any such extension will not be applicable or enforceable unless agreed to by Dräger, reduced to writing and signed by the Customer and a duly authorised representative of Dräger.

11.2 The Customer is not entitled to set off any amount due to the Customer by Dräger against this debt.

12.1 The Customer agrees that the amount due and payable to Dräger may be determined and proven by a certificate issued and signed by any director or manager of Dräger, whose authority need not be proven or by any independent auditor. Such certificate shall be binding and shall be prima facie proof of the indebtedness of the Customer.

12.2 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 or that the requirements of the Electronic Communications and Transactions Act 25 of 2002 have not been met.

13.1 The Customer agrees that interest shall be payable at the maximum legal interest rate prescribed by the National Credit Act 34 of 2005 if that Act is applicable, or at double the repo-rate as declared by the Reserve Bank from time to time if that Act is not applicable, on any moneys past due date to Dräger and that interest shall be calculated daily and compounded monthly from the date of acceptance of the order.

13.2 The Customer expressly agrees that no debt owed to Dräger by the Customer shall become prescribed before the passing of a period of six years from the date the debt falls due.

14.1 The Customer agrees that if an account is not settled in full (a) against order; or (b) within the period agreed in clause 10.1 above in the case of a Credit Approved Customer; Dräger is: (i) entitled to immediately institute action against the Customer at the sole expense of the Customer; or (ii) to cancel the Agreement and take possession of any goods delivered to the Customer and claim damages. These remedies are without prejudice to any other right Dräger may be entitled to in terms of this Agreement or in law. Dräger reserves its right to stop supply immediately on cancellation or on non-payment.

14.2 A Credit Approved Customer will forthwith lose this approval when payment is not made according to the conditions of clause 10.1(b) and all amounts then outstanding shall immediately become due and payable.

14.3 Dräger shall be entitled to withdraw credit facilities at any time within its sole discretion.

15.1 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 or retained pledged goods 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 goods are not recovered for any reason whatsoever, the value shall be deemed to be nil.

15.2 In the event of cancellation of the Agreement by Dräger, it shall be entitled to repossess any goods that have been delivered to the Customer and remains unpaid by the due date.

16.1 All goods supplied by Dräger remain the property of Dräger until such goods have been fully paid for whether such goods are attached to other property or not.

16.2 The Customer is not entitled to sell or dispose of any goods unpaid for without the prior written consent of Dräger. The Customer shall not allow the goods to become encumbered in any manner prior to the full payment thereof and shall advise third parties of the rights of Dräger in the goods.

17.1 Each party shall bear its own legal costs unless determined otherwise by a court of law in the event of (a) any default by either party or (b) any litigation in regard to the validity and enforceability of this Agreement. The Customer shall be liable for any tracing, collection or valuation fees incurred as well as for any costs, including stamp duties, for any form of security that Dräger may demand.

17.2 Both parties agree that neither will not be required to furnish security in terms of Rule 62 of the Rules of Court of the Magistrate's Courts or in terms of Rule 47 of the Uniform Rules of Court.

18. The Customer agrees that no indulgence whatsoever by Dräger will affect the terms of this Agreement or any of the rights of Dräger and such indulgence shall not constitute a waiver by Dräger in respect of any of its rights herein. Under no circumstances will Dräger be estopped from exercising any of its rights in terms of this Agreement.

19. Both parties hereby consent that either shall have the right to institute any legal action in either the Magistrate's Court or the South Gauteng High Court at its sole discretion. These South African courts shall have exclusive jurisdiction in any litigation between the parties arising from whatsoever source.

20.1 Any document shall be deemed duly presented to and accepted by either party (i) within 5 (five) days of prepaid registered mail to any business address of either party (ii) on being delivered by hand to business address of either party, or (iv) within 48 (forty eight) hours if sent by overnight courier or (v) within 7 (seven) days of being sent by surface mail; or (vi) within 24 (twenty four) hours of being e-mailed to any e-mail address provided by either party.

20.2 Both parties choose its address for any notification or service of legal documents or processes as the business address (domicilium citandi et executandi).

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

20.4 The Customer hereby consents to the storage and use by Dräger of the personal information that it has provided to Dräger for establishing its credit rating and to Dräger disclosing such information to credit control companies, banks and other institutions involved in rating credit. The Customer agrees that Dräger will not be held liable for the good faith disclosure of any of this information to such third parties and that no further specific consent needs to be obtained for the transfer of such information to a specific third party.

20.5 The Customer hereby consents that Dräger can provide personal information of the Customer to third parties, if the Customer has indicated Dräger as a trade reference to third parties and the Customer agrees that Dräger will not be liable for the good faith disclosure of any of this information to such third parties.

20.6 The Customer consents to Dräger providing the contact details and details of any transaction of the Customer with Dräger to a third party for quality control and Customer satisfaction purposes. The information will not be used by the third party for any other purpose.

20.7 The Customer hereby agrees that the credit facility is a variable credit facility and that Dräger shall be entitled to increase its credit limit from time to time.

21. The Customer agrees to the Standard Rates of Dräger for any goods or services rendered, which rates may be obtained on request.

22. Each provision of this Agreement is severable from the other provisions. Should any provision be found to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall nevertheless remain binding and continue with full force and effect.

23. Any order is subject to cancellation by Dräger due to acts of God or any circumstance beyond the control of Dräger, including (without restricting this clause to these instances): inability to secure labour, power, materials or supplies, war, civil disturbance, riot, state of emergency, strike (legal or illegal), lockout, or other labour disputes, fire, flood, pandemic, epidemic drought, acts of government or legislation.

24. Any order is subject to cancellation by Dräger if the Customer breaches any term of this Agreement or makes any attempt of compromise, liquidation, sequestration, termination or judgement is recorded against the Customer or any of its principals.

25. The Customer agrees that Dräger will be immediately and irrevocably released from any contractual damages and penalty obligations should any event in clause 23 or 24 occur.

26. If the National Credit Act 34 of 2005 is applicable the following clauses shall not be applicable to this Agreement: clause 5.1, clause 19 and clause 20.7.

27. If the Consumer Protection Act 68 of 2009 is applicable the following clauses shall not be applicable to this Agreement: clauses 5.1, 6.2, 6.4, 6.9, 7.1, 7.2, 7.3, 7.4, 7.5, 8.1, 11.2, 13.2, 17.1,19, 20.1, 20.2, 20.7.

28. During the course of this Agreement the Service Provider may receive, be exposed to and/or process personal information as described in the Protection of Personal Information Act (Act no. 4 of 2013) (“the Act”).

28.1 The Service Provider shall

28.1.1 only process personal information that may be disclosed to it by the Company or which it may become in possession of in accordance with the Act and any other applicable data protection legislation, in terms of this Agreement and in accordance with any instructions, requirements or specific directions of the Company;

28.1.2 only process personal information for a specific, lawful purpose and shall not carry out any related or further processing activities for any other reason whatsoever, save that Service Provider may carry out reasonable further processing strictly in order to comply with an obligation which is imposed on it by law;

28.1.3 ensure that no personal information is transferred outside of the Republic of South Africa unless the Company provides its prior written consent to the transfer;

28.1.4 treat all personal information as strictly confidential;

28.1.5 not disclose or otherwise make available the personal information to any third party (including sub-contractors) other than such authorised sub-contractors who require access to the personal information strictly in order for the Service Provider to carry out its obligations in terms of this Agreement, unless the Company has provided its prior written permission to do so to the Service Provider, and the Service Provider has entered into an agreement with such sub-contractors for the protection of the personal information;

28.1.6 ensure that all its employees and any other persons that have access to the personal information are bound by appropriate and legally binding confidentiality, non-disclosure and non-use obligations in relation to the personal information;

28.1.7 take appropriate, reasonable technical and organisational measures to ensure that the integrity of the personal information in its possession or under its control is secure and that such personal information is protected against unauthorised or unlawful processing, accidental loss, destruction or damage, alteration, disclosure or access;

28.1.8 notify the Information Officer of the Company in writing, immediately if possible, but no later than 5 (Five) days of the Service Provider becoming aware of or suspecting any unauthorised or unlawful use, disclosure or processing of personal information and comply with the following –

28.1.8.1 at its own cost, take all necessary steps to mitigate the extent of the loss or compromise of personal information and to restore the integrity of the affected information systems as quickly as possible;

28.1.8.2 furnish the Company with details of the data subjects affected by the compromise and the nature and extent of the compromise, including details of the identity of the unauthorised person who may have accessed or acquired the personal information;

28.2 The Service Provider hereby indemnifies and holds harmless the Company, its affiliates and their respective employees, successors, cessionaries, delegatees and assigns, from any losses or damages, costs and expenses, including consequential losses and damages as well as penalties and fines arising from the Service Provider's non-compliance with the provisions of this clause, the Act and any relevant data protection legislation. The aforementioned indemnity shall also extend to, without limitation –

28.2.1 any reputational damage to the Company;

28.2.2 any costs, fines and expenses directed by the Information Regulator or any court of law,

28.2.3 all losses and damage relating to the publication of any data breach and other costs incurred to support affected data subjects, including but not limited to costs of compliance

28.2.4 that written notice is given to the Service Provider of any such cession or assignment

28.2.5 any breach of this Agreement by the Service Provider (or those parties for which it is vicariously liable); or

28.2.6 the provision of the Services by the Service Provider (or those parties for which it is ; vicariously liable) in terms of this Agreement

28.3 The indemnity obligations in clause shall continue after the termination of this Agreement from whichever cause arising.

28.4 The liability of the Company in respect of any loss or damage suffered by the Service Provider as a result of any material breach of this Agreement by the Company is limited to direct general damages only. Indirect special or consequential damages (including loss of profit) are expressly excluded.

29. The parties acknowledge that during the course of the Agreement, they may obtain or be exposed to Confidential Information of the other party, which, if used or disclosed without the authority of the other party, may result in the proprietor thereof suffering irreparable financial or other harm.

29.1 In this clause 30 the following words shall have the following meaning unless otherwise provided or indicated by the context:

29.1.1 "Disclosing Party" - the party disclosing the Confidential Information;

29.1.2 "Receiving Party" - the party to which the Confidential Information is disclosed;

29.2 The Receiving Party shall at all times after date of signing hereof keep secret and not disclose, in whole or in part, any Confidential Information to any third party without the express prior written consent thereto by the Disclosing Party.

29.3 The Receiving Party shall not, after the date of signing of this Agreement, for its own benefit or the benefit of any other person make use of or avail itself of or derive any profit from the Confidential Information, which it may have acquired by reason of its association with the Disclosing Party.

29.4 The Receiving Party shall only disclose so much of the Confidential Information and at such times as may be strictly necessary to enable any of its employees, agents, associates or professional advisors to fulfil their functions as such. This may, however, only be done after such employee, agent, associate or professional advisor concerned is first advised of the Receiving Party’s confidentiality obligations hereunder and the Receiving Party has ensured prior to the disclosure of the Confidential Information that such employee, agent, associate or professional advisor has validly signed an undertaking of confidentiality containing similar confidentiality undertakings as those contained in this clause 29. The Receiving Party warrants that such employee, agent, associate or professional advisor will strictly abide by the terms of the undertaking signed by him/her as well as by the terms of this Agreement.

29.5 The Receiving Party acknowledges that the sole purpose, for which access to Confidential Information is given to it, is to enable it to comply with its duties and obligations in terms of this Agreement. The Receiving Party undertakes not to use the Confidential Information for any other purpose, or in any manner that is adverse or detrimental to the interests of the Disclosing Party.

29.6 The Receiving Party shall refrain from making any copies of any Confidential Information of the Disclosing Party without prior, written consent of the Disclosing Party and the Receiving Party shall return to the Disclosing Party, promptly at its request all Confidential Information.

29.7 For the purpose of the Agreement Confidential Information shall not include -

29.7.1 information which was in the Receiving Party's possession at the time of disclosure and which was not acquired from the Disclosing Party;

29.7.2 information which had entered the public domain at the time of disclosure or which after disclosure enters the public domain, in either case through no action or fault of the Receiving Party;

29.7.3 information which was developed independently by the Receiving Party before or, if unrelated to the information disclosed, subsequent to the date of disclosure;

29.7.4 information which was independently received before the date of disclosure by the Receiving Party from a third party having the right to disclose the same; or

29.7.5 information which is published or otherwise made known to the public by the Disclosing Party.

29.8 The burden of providing any exemption provided for in clause 30.7 shall rest on the Receiving Party.

29.9 The Receiving Party’s confidentiality obligations in terms hereof shall remain enforceable for an indeterminate period regardless of the termination or cancellation of this Agreement.

29.10 All Intellectual Property Rights held by the Company and the Customer respectively as at the Commencement Date, shall continue to vest in the Company or the Customer (as the case may be).

29.11 Any Intellectual Property Rights arising from any intellectual property created in terms of this Agreement or as a result of the execution of this Agreement, shall vest in the Company.

29.12 The Customer shall not use or permit the use of any names, logos, trademarks or any combination thereof, which are proprietary to the Company without the Company’s prior written consent.

29.13 The parties’ obligations relating to Intellectual Property Rights in terms hereof shall remain enforceable for an indeterminate period regardless of the termination or cancellation of this Agreement.

30. All Intellectual Property Rights held by the Company and the Customer respectively as at the Commencement Date, shall continue to vest in the Company or the Customer (as the case may be), and -

30.1 Any Intellectual Property Rights arising from any intellectual property created in terms of this Agreement or as a result of the execution of this Agreement, shall vest in the Company.

30.2 The Customer shall not use or permit the use of any names, logos, trademarks or any combination thereof, which are proprietary to the Company without the Company’s prior written consent.

30.3 The parties’ obligations relating to Intellectual Property Rights in terms hereof shall remain enforceable for an indeterminate period regardless of the termination or cancellation of this Agreement.

31. This Agreement and its interpretation is subject to South African law.