INCLUDING DEED OF SURETYSHIP

1. GLOSSARY:

1.1 In this agreement the following expressions shall bear the meanings assigned to them below and cognate expressions bear corresponding meanings:

1.1.2          "customer" – shall mean the person whose name appears on the Tax Invoice or application which is annexed hereto next to the caption "Registered / Trading name of business", or if no such application is annexed hereto, or no name appears thereon, or in any other circumstances, any person or persons at whose request or on whose behalf Conqueror Technologies undertakes to supply any goods, do any business, or provide any advice or service;

1.1.3         "goods" – any items, products or services of whatsoever nature that are supplied to the customer in terms of this agreement;

1.1.4         "signatory" – shall mean the individual who signs this agreement and the annexed credit application or the Tax Invoice on behalf of the customer;

2. THESE TERMS AND CONDITIONS PREVAIL

2.1            It is recorded that the only basis upon which Conqueror Technologies is prepared to do business with the customer is that, notwithstanding anything in the customer's enquiry, specification, acceptance, order or other documentation or any other documentation or discussion/s to the contrary, the terms and conditions contained herein shall operate in respect of any and all business between the customer and Conqueror Technologies.

2.2            All and any business undertaken, including any advice, information or service provided whether gratuitously or not by Conqueror Technologies is and shall be subject to the terms and conditions contained herein and each term and condition shall be deemed to be incorporated in and to be a term and condition of any agreement between Conqueror Technologies and the customer.

2.3            To the extent that this agreement appears on the website  of Conqueror Technologies: www.conquer.co.za/termsconditions.htm and there is no relevant customer application the customer shall be deemed to be the person to whom the invoice or other document is addressed, and the signatory shall be deemed to be the person signing the invoice or other documentation. The terms and conditions of this agreement shall apply mutatis mutandis to such person and signatory.

3. NO VARIATIONS OR AMENDMENTS

3.1            This agreement constitutes the whole agreement between the customer and Conqueror Technologies to the subject matter hereof. Unless the context indicates otherwise this agreement incorporates, mutatis mutandis, all and any customer ship agreements between the parties extant immediately prior to the date of last signature.

3.2            Subject to what is set out in clause 3.1, if there is any conflict between the provisions of this agreement and erstwhile customer ship agreements (if any), at any time, the provisions of this agreement shall prevail.

3.3            No amendment or consensual cancellation of this agreement or any provision or term thereof or of any agreement, bill or exchange or other document issued or executed pursuant to or in terms of this agreement and no settlement of any disputes arising under this agreement and no extension of time, waiver or relaxation or suspension of any of the provisions or terms of this agreement or of any agreement, bill of exchange or other document issued pursuant to or in terms of this agreement shall be binding unless recorded in a written document signed by an authorised representative of Conqueror Technologies. Any such extension, waiver or relaxation or suspension which is so given or made shall be strictly construed as relating strictly to the matter in respect whereof it was made or given.

3.4            No extension of time or waiver or relaxation of any of the provisions or terms of this agreement or any agreement, bill or exchange or other document issued or executed pursuant to or in terms of this agreement, shall operate as an estoppel against Conqueror Technologies in respect of its rights under this agreement, nor shall it operate so as to preclude Conqueror Technologies thereafter from exercising its rights strictly in accordance with this agreement.

3.5            Conqueror Technologies shall not be bound by any express or implied term, representation, warranty, promise or the like not recorded herein, whether it induced the contract between Conqueror Technologies and the customer or not.

3.6            No person other than a duly authorised representative of Conqueror Technologies has any authority to delete, amend or in any respect vary any of these conditions or accept any other conditions or agree to a consensual cancellation hereof.

4. QUOTATIONS

4.1            Any quotation given is not an offer by Conqueror Technologies to sell or repair or service the goods but constitutes an invitation by Conqueror Technologies to the customer to do business with Conqueror Technologies.

4.2            A quotation may be revoked at any time by Conqueror Technologies.

4.3            Conqueror Technologies may accept or reject in whole or in part any order placed upon it by the customer pursuant to the quotation. Accordingly, a contract shall only come into force between Conqueror Technologies and the customer if after receipt by Conqueror Technologies of the customer's order or acceptance of the quotation, Conqueror Technologies confirms to the customer that such a contract has been concluded or if Conqueror Technologies supplies, or tenders to supply, the goods in question to the customer.

4.4            The quotation is based on rates of exchange, freight charges, insurance, railage, costs of labour and materials and other charges ruling at the date of the quotation. Any variation occurring subsequent to the date of the quotation in any of the aforesaid rates or charges, as the case may be, shall entitle Conqueror Technologies to vary the amount of the quotation accordingly.

5. PLACING OF ORDERS

5.1            If telephone orders are placed by the customer, Conqueror Technologies may require such orders to be confirmed in writing by the customer, prior to acceptance by Conqueror Technologies. Conqueror Technologies will not be responsible for any errors or misunderstandings occasioned by the customer's failure to record the order in writing.

5.2            An order may not be withdrawn until accepted or rejected by Conqueror Technologies. Any such order shall upon acceptance thereof by Conqueror Technologies by irrevocable by the customer.

5.3            The customer shall provide Conqueror Technologies with an order / reference number / details when placing an order.

5.4            All goods not collected within 4 (four) days of placing the order will automatically be credited back into Conqueror Technologies system.

6. PURCHASE PRICE AND PAYMENT

6.1            Payment is due in accordance with the terms as set out in this application or Tax invoice, as amended from time to time, in Conqueror Technologies sole discretion.

6.2            Orders are accepted by Conqueror Technologies only on the basis that the prices charged will be those ruling at the date of dispatch of the goods, unless otherwise expressly stated. A copy of Conqueror Technologies, ruling prices from time to time may be obtained from Conqueror Technologies by the customer on request.

6.3            Unless otherwise expressly stated, prices are exclusive of value added tax which shall be for the account of the customer. The customer shall pay or reimburse to Conqueror Technologies the amount of any value added tax simultaneously with the purchase price.

6.4            The customer shall be obliged to pay to Conqueror Technologies in addition to the contract price herein:

6.4.1         the amount of any tax, duty or other charge of any nature whatsoever imposed by any law, regulation or enactment of whatsoever nature which comes into force on the date after the date on which any price charged is determined;

6.4.2         any other additional costs of any nature whatsoever arising due to factors beyond the control of Conqueror Technologies.

6.5            In particular, but without limiting the generality of the aforegoing, Conqueror Technologies shall be entitled to increase the purchase price in respect of any goods supplied in order to make provision for any increases in costs arising as a result of or during the period of any delay caused by the customer.

6.6            Any expense incurred by Conqueror Technologies at the instance of the customer in modifying or otherwise altering or making additions to the design, quantities or specifications for standard goods, and any expenses arising as a result of suspension of work by Conqueror Technologies due to instructions given, or a failure to give instructions by the customer, shall be added to the purchase price in respect of the relevant goods.

6.7            The purchase price in respect of any goods sold by Conqueror Technologies to the customer in terms of this agreement shall be payable:

6.7.1         by the customer to Conqueror Technologies, at Conqueror Technologies office or at such other place as Conqueror Technologies may direct from time to time;

6.7.2         in cash;

6.7.3         Immediately on due date; 

6.7.4         in South African currency without deduction or set-off and free of any exchange; and 

6.7.5         during or before the expiry of the credit period indicated on the credit application  which is annexed hereto, which period shall commence upon the issuing of an invoice by Conqueror Technologies, or if there is no credit period indicated, or no credit period has been approved in terms of 6.8.2, or no customer application is annexed, cash on order. 

6.8            After the completion of the credit application by the customer, Conqueror Technologies shall at its own and sole discretion be entitled to: 

6.8.1         make such enquiries as it may deem necessary to determine whether or not to grant the customer credit as applied for in the credit application, or on any other terms, or at all; 

6.8.2         determine whether or not to grant the customer credit as applied for in the customer application, and 

6.8.3         inform the customer of the determination made pursuant of 6.8.2 above without having to furnish reasons for such determination. 

6.9            Until a determination is made by Conqueror Technologies as contemplated in 6.8.2 above, any goods supplied by Conqueror Technologies to the customer shall be supplied on a cash on order basis only. 

6.10          Conqueror Technologies shall not be obliged to make a determination in terms of 6.8.2 above and to the extent that it does not, any goods supplied by Conqueror Technologies to the customer shall be supplied on a cash on order basis only. 

6.11          The purchase price does not include charges for off-loading of the goods at the customer's premises. The customer shall provide at its cost the necessary labour, equipment or facilities required for all loading of the goods. 

6.12          The customer has no right to withhold payment for any reason whatsoever. The customer is not entitled to set off or deduct any amount due to the customer by Conqueror Technologies against any debt owed by the customer to Conqueror Technologies, nor shall any payment be withheld by virtue of any alleged counterclaim against Conqueror Technologies by the customer.

7 WITHDRAWAL OF CREDIT FACILITIES

7.1            Conqueror Technologies shall at its sole discretion decide to grant to the customer credit facilities. Should Conqueror Technologies grant the customer credit facilities, the nature and extent of such credit facilities shall also be at the sole discretion of Conqueror Technologies. 

7.2            Conqueror Technologies reserves its rights to increase, decrease, suspend or withdraw any credit facility granted to the customer at any time at the sole discretion of Conqueror Technologies.

8 RISK

8.1            The risk of damage to or destruction of any relevant goods passes to the customer on delivery thereof by Conqueror Technologies to the customer or on collection thereof by the customer from Conqueror Technologies. 

8.2            On delivery or collection the customer will be deemed to have accepted the goods ordered by it, which goods will be deemed to be in proper working order and free of all defects.

9 REPAIRS

9.1            Any repair times given by Conqueror Technologies are merely estimates and Conqueror Technologies shall not be bound thereby. 

9.2            In the event that a customer refuses to accept the quotation for the repair of goods that are not covered by warranty, a quotation fee will be charged which may vary from time to time, in the sole discretion of Conqueror Technologies. 

9.3            Conqueror Technologies shall have the right of retention and lawful lien over goods submitted for repairs until such time as the customer effects payment for the repairs and /or quotation fee in full. 

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

10 IMPORTED GOODS

Where the goods or any part thereof are to be imported, this agreement is subject to the condition that Conqueror Technologies order is accepted and confirmed by Conqueror Technologies own suppliers and that delivery is made there under in due course.

11 DELIVERY

11.1          Partial delivery shall not affect the payment period where a credit period has been approved and where no credit period has been approved the customer shall pay the full purchase price, notwithstanding partial delivery. 

11.2          Any delivery date indicated by Conqueror Technologies shall merely be regarded as the estimated date of delivery and shall not bind Conqueror Technologies to effect delivery on or near such date. Any failure for whatsoever reason on the part of Conqueror Technologies to deliver the goods in accordance with the dates requested by the customer, shall not constitute a reason to withhold, defer or set off, either in whole or in part the purchase price or give rise to a claim for damages. 

11.3          The customer shall accept delivery whenever it is tendered and shall not be entitled to resile from the agreement, nor to withhold or defer any payment, nor to a reduction in price, nor to any other right or remedy against Conqueror Technologies, its servants, agents or any other persons for whom it is liable in law (in whose favour this constitutes a stipulatio alteri) whether for losses, costs, damages, expenses, interest or otherwise (eiusdem generis) on account of delays in effecting delivery, partial delivery or non-delivery, whether occasioned by any negligent (including grossly negligent) act or omission on the part of Conqueror Technologies, its servants, agents or any other persons for whom it is liable in law, or not. 

11.4          If delivery of any particular order is to be effected in consignments, Conqueror Technologies shall not be obliged to deliver any part of the order until the purchase price which is due in respect of the part of the order which has already been delivered has been paid. 

11.5          Conqueror Technologies shall have the right to deliver any portion of the goods sold, or make provision for delivery of all the goods sold, and to invoice the customer therefore and the customer shall accept such goods when tendered. 

11.6          If the goods are to be delivered by road, the customer shall be obliged to procure that the delivery destination shall be easily accessible to road transport vehicles. The customer shall be responsible for off-loading the goods at the delivery destination. If the goods are to be delivered by rail, the customer shall be responsible for collection of the goods at the railhead. 

11.7          The customer shall be obliged to inspect all goods upon delivery and shall endorse the delivery note as to any missing or damaged goods. No claims for missing or damaged goods shall be valid unless the delivery note has been endorsed as aforesaid and unless, in addition, the customer notifies Conqueror Technologies in writing within 3 business days of the delivery of the goods of the claim question and the goods relating to such claim, furnishing full details in regard thereto. The customer shall bear the onus of proving that upon delivery any goods are missing or damaged or that the customers order was in any way not complied with. 

11.8          If Conqueror Technologies is unable 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. 

11.9          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. 

11.10        If Conqueror Technologies agrees to engage a third party to transport the goods, Conqueror Technologies is hereby authorised to engage a third party on the customer's behalf and on the terms deemed fit by Conqueror Technologies. The customer hereby indemnifies Conqueror Technologies against any claims that may arise from such agreement against Conqueror Technologies. The customer shall reimburse Conqueror Technologies for any costs incurred in arranging special delivery, including but not restricted to, the costs of necessary disbursements and insurance. Any documentation purporting to evidence the said extra costs will be deemed to be prima facie proof thereof. 

11.11        The signatory and the customer hereby warrant that the signatory to any tax invoice, delivery note or other documentation of Conqueror Technologies made out in the name of, or to the customer, is duly authorised to bind the customer in respect of the relevant transaction. 

12 WARRANTIES AND GUARANTEES

12.1          No warranties, guarantees or representations, express or implied or tacit whether by law, contract or otherwise and whether they induced the contract or not, which are not set forth in this agreement shall be binding on Conqueror Technologies, the customer irrevocably waiving any right (common law or otherwise) it may have to rely thereon, and the goods are purchased on the basis that they are taken voetstoots and with the exclusion of all common law and other remedies including aedilitian remedies, whether as to the suitability of the goods sold for any specific purposes or (without limiting the generality of the aforegoing) otherwise. 

12.2          To the extent that goods supplied by Conqueror Technologies are in any way defective, the customer shall be entitled, within one year of the delivery of the relevant goods, to claim the replacement or repair of the goods to eliminate any defect in workmanship or materials found to be due exclusively to any acts or omissions on the part of Conqueror Technologies. The customer shall within 10 days after the defect arises, notify Conqueror Technologies of the alleged defect, provided that Conqueror Technologies shall have been given a reasonable opportunity of inspecting any alleged defect. Conqueror Technologies shall notify the customer of the decision of Conqueror Technologies regarding the alleged defect, which decision shall be binding on the customer. Conqueror Technologies liability shall be limited on return to the purchase price of the goods. 

12.3          In order to be valid, a claim in terms of the guarantee as set out in clause 12.2 must be in writing, specifying the alleged defect, and supported by the original tax invoice. In addition the goods must be returned by the customer to Conqueror Technologies at the customer's expense, packaged in their original undamaged packaging material. 

12.4          The parties agree that Conqueror Technologies shall have no liability in respect of any injury, loss or damage (direct, indirect or consequential) arising out of the use of, or inability to use, the goods and whether or not occasioned by Conqueror Technologies negligence (gross or otherwise) or any act or omission on its part. Without limiting the aforegoing Conqueror Technologies does not warrant that the goods will be fit for the purposes for which they are to be used by the customer (notwithstanding that the use to which the customer intends to put the goods is known to Conqueror Technologies). For the purposes hereof, any reference to Conqueror Technologies shall include its servants, agents, contractors or any other person for whose acts or omissions Conqueror Technologies may be liable in law. This also constitutes a stipulatio alteri in favour of such persons the benefits of which may be accepted by them at any time. 

12.5          Conqueror Technologies shall be relieved of all obligations in terms of this clause 12, if: 

12.5.1       repairs or modifications have been made by persons other than Conqueror Technologies, unless such repairs or modifications are made with the prior written consent of Conqueror Technologies; 

12.5.2       any goods are operated with any accessory, equipment or part not specifically supplied or approved in writing by Conqueror Technologies; 

12.5.3       the goods shall not have been operated or maintained in accordance with Conqueror Technologies instruction, or under normal use, or the goods shall not have been properly installed. 

12.6          If repairs or replacements are effected by Conqueror Technologies, only the parts actually worked on and not the complete goods shall be subject to a new guarantee, if any, hereunder. 

12.7          Customers who acquire goods for the purpose of on-selling those goods, whether that customer is permitted to do so or not (and nothing herein contained shall be deemed to allow the customer to on-sell goods acquired from Conqueror Technologies whilst ownership vests in Conqueror Technologies), shall not advertise or issue or in any other way give or make any warranties, guarantees or representations as to the goods in any form whatsoever or offer to do so, which could result in liability being imposed upon Conqueror Technologies. 

12.8          The above warranties are subject to the following conditions: 

12.8.1       Conqueror Technologies shall be under no liability to the customer until the customer has paid the full amount due to Conqueror Technologies in respect of the goods concerned; 

12.8.2       Conqueror Technologies shall be under no liability in respect of any defect arising from fair wear and tear, willful damage, negligence, abnormal working conditions, failure to follow Conqueror Technologies instructions (whether oral or in writing), improper use outside Conqueror Technologies specifications, damage to the goods caused by improper maintenance, service or repair by untrained personnel or technicians, and unauthorized alterations or modifications of the goods; 

12.8.3       Conqueror Technologies shall be under no liability in respect of parts, materials or equipment which are accepted in the industry to have a limited life expectancy or parts, materials or equipment, which need to be replaced at specified and published service intervals ("consumable parts"); 

12.8.4       Conqueror Technologies shall be under no liability in the event that spare parts and consumable parts other than those recommended for use by Conqueror Technologies are fitted, attached or used on the goods. 

12.9          Notwithstanding anything to the contrary in this agreement, Conqueror Technologies shall not be liable to the customer by reason of any representation or implied warranty, condition or other term or any duty at common law, or under the express terms of this agreement, for any consequential loss or damage (whether for loss or profit or otherwise and whether occasioned by the negligence of Conqueror Technologies or its employees or agents or otherwise) arising out of or in connection with any act or omission of Conqueror Technologies relating to the supply of the goods, their resale by the customer or use by any third party.

13 HANDLING FEE ON RETURN OF GOODS 

Conqueror Technologies reserves the right to levy a handling fee of 10% of the purchase price of the relevant goods on such goods being returned to and accepted by Conqueror Technologies. The acceptance of the return of any goods is at the sole discretion of Conqueror Technologies and this clause shall not be used to imply that Conqueror Technologies shall be obliged to accept the return of any goods.

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14 OWNERSHIP

14.1          Ownership of the goods shall not pass to the customer until the contract price (including interest if any) in respect of the goods in question has been paid. The provisions hereof shall apply notwithstanding the installation of such goods in the customer's premises or the accession thereof to any of the customer's goods or that the goods may be incorporated into or form part of other goods or change their essential character. All goods, whether fixed to immovable property or not, shall be deemed to remain movable property and be deemed to be severable without injury to either movable or immovable property. 

14.2          Conqueror Technologies reserves the right to inform the owner/landlord of the premises in which the goods are or at any time may be, of the provisions of this clause. The customer shall be obliged to advise Conqueror Technologies of the name and address of the landlord of any such premises and shall promptly advise Conqueror Technologies of any change in the name and/or the address of any landlord or of any new landlord. 

14.3          The customer shall take all such steps as may be necessary to notify interested third parties that ownership of the relevant goods has not passed from Conqueror Technologies to the customer. In particular the customer shall inform the owner/landlord of the premises in which the goods are or at any time may be, of the provisions of this clause. The customer shall produce written proof of such notices to Conqueror Technologies on demand. 

15 SUBSTITUTE GOODS OR PARTS

15.1          Conqueror Technologies shall be entitled to substitute any goods specified in this agreement for such other goods which Conqueror Technologies in its sole discretion may regard as suitable substitutes therefore. 

15.2          Conqueror Technologies reserves the right to alter specifications as conditions warrant without notice. Should conditions render unavailable any materials or goods specified herein or otherwise required in order to fulfil this agreement, a substitution deemed by Conqueror Technologies to be suitable for the performance of its obligations will be supplied. 

16 DOCUMENTATION

All specifications, descriptive matter, drawings and other documents furnished by Conqueror Technologies do not form part of the agreement and may not be relied upon, unless they are agreed in writing by Conqueror Technologies to form part of this agreement. All descriptive matter, specifications, drawings and particulars given by Conqueror Technologies which form part of the agreement are approximate only and Conqueror Technologies cannot be held responsible for loss including consequential loss due to discrepancies therein.

17 INSURANCE

Conqueror Technologies shall have the option to require the customer, at its own expense, and prior to taking delivery of the goods, to insure the goods and thereafter keep the goods insured until such time as the goods have been paid for in full. Such insurance shall be taken with such insurers as may be approved by Conqueror Technologies in writing, for such amount and on such terms as may be approved by Conqueror Technologies in writing. The insurance policy shall record the interest of both Conqueror Technologies and the customer in writing. The customer shall, if so required by Conqueror Technologies, cede to Conqueror Technologies all its rights in terms of such insurance policy. Conqueror Technologies shall exercise the said option by giving the customer written notice that it is doing so at any time prior to the delivery of the goods by Conqueror Technologies to the customer.

18 BREACH

18.1          Subject to clause 19.2 if the customer breaches any of the terms or conditions hereof or any other agreement with Conqueror Technologies or fails to pay any amount payable by it on due date or commits any act of insolvency or endeavours to compromise generally with its creditors or does or causes to be done anything which may prejudice Conqueror Technologies rights hereunder or at all, or allows any judgment against it to remain unsatisfied for 7 days or is placed into provisional or final liquidation or judicial management or under provisional or final sequestration or if his estate is voluntarily surrendered, or is under an administration order or debt rehabilitation as provided for in the National Credit Act, 34 of 2005 ("NCA"), Conqueror Technologies shall have the right, without prejudice to any other right which it may have against the customer, to elect to – 

18.1.1       treat as immediately due and payable all outstanding amounts which would otherwise become due and payable over the unexpired period of the agreement 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 

18.1.2       cancel this agreement and retake possession of any of the goods sold and / or; 

18.1.3       claim damages. 

18.2          Conqueror Technologies shall not be obliged to comply with its obligations hereunder in any respect whatsoever for so long as the customer is indebted to Conqueror Technologies in any amount whatsoever in respect of any cause whatsoever or fails to comply with any other obligations to Conqueror Technologies, whether arising out of this contract or otherwise. In particular without limiting the generality of the aforegoing, if delivery of any particular order is to take place in stages, Conqueror Technologies shall not be obliged to deliver any part of the order until the purchase price which is due in respect of the part of the order which has already been delivered, has been paid. 

18.3          The customer agrees that the amount due and payable to Conqueror Technologies shall be determined and proven by a certificate issued by Conqueror Technologies and signed on its behalf by any person duly authorised by Conqueror Technologies, which authority need not be proven. Such certificates shall be binding on the customer and shall be prima facie proof of the indebtedness of the customer. 

19.4          The customer hereby indemnifies Conqueror Technologies against any and all damage of whatsoever nature, howsoever and by whomsoever caused in relation to the removal of goods, and without derogating from the generality of the aforegoing, the removal of repossessed goods from the premises of the customer or any other premises where the goods may be found. 

19.5          The customer hereby agrees that Conqueror Technologies shall not be required to furnish security in terms of the relevant rules of the Rules of the Magistrate's Court and the relevant rules of the Rules of the High Court. 

19.6          The customer consents that Conqueror Technologies shall have the right to institute any action in either the relevant Magistrate's Court or the High Court at its sole discretion.

20 DOMICILIUM AND NOTICES

20.1          The customer and surety choose their domicilium citandi et executandi ("domicilium") for the purposes of the giving of any notice, the payment of any sum, serving of any process and for any other purpose arising from this agreement at their addresses and telefacsimile numbers as set in the  application / Tax Invoice annexed hereto. The customer and the surety agree that should any notice be received in terms of the NCA, that such notice may be given by pre-paid registered post. 

20.2          In the event that the domicilium address reflected above differs from that set out in the credit application annexed hereto Conqueror Technologies shall in its sole discretion regard either of the addresses as the customer's and surety's domicilium. 

20.3          Each of the parties shall be entitled from time to time, by written notice to the other, to vary its domicilium to any other address which is not a post office box or poste restante. 

20.4          Any notice given and any payment made by any party to any other ("the addressee") shall be in writing and if: 

20.4.1       delivered by hand during the normal business hours of the addressee at the addressee's domicilium for the time being shall be presumed, until the contrary is proved by the addressee, to have been received by the addressee at the time of delivery; 

20.4.2       posted by prepaid registered post to the addressee at the addressee's domicilium for the time being shall be presumed, until the contrary is proved by the addressee, to have been received by the addressee on the 4th day after the date of posting; 

20.4.3       transmitted by telefacsimile to the addresse's telefacsimile address for the time being shall be presumed, until the contrary is proved by the addressee, to have been received by the addressee on the 1st business day after the date of transmission. 

21 GENERAL

21.1          This agreement is personal to the customer, which may not without the written consent of Conqueror Technologies assign, mortgage, charge or dispose of any of its rights hereunder, or subcontract or otherwise delegate any of its obligations hereunder. 

21.2          The customer is an independent contractor and nothing in this agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the parties. 

21.3          The customer acknowledges that, in entering into this agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provisions except as expressly provided herein, and all conditions, warranties or other terms implied by statute or common law are hereby excluded to the fullest extent permitted by law. 

21.4          The signatory shall be bound by the provisions of this agreement as if he were the customer, mutatis mutandis, particularly, but without limitation thereto, insofar as the agreement provides for proof of facts, costs of proceedings, service of process, limitations of defenses and jurisdiction. 

22 NO CESSION

The customer shall not be entitled to cede or assign any rights and/or obligations which it may have in terms of this agreement to any third party.

23 SECURITY FOR OBLIGATIONS

Conqueror Technologies reserves the right to require satisfactory security from the customer for the due performance of any of the customer's obligations hereunder including but not limited to the payment of the purchase price. If Conqueror Technologies so requires, the customer shall deliver to Conqueror Technologies prior to Conqueror Technologies complying with any of its obligations hereunder, confirmed irrevocable letters of credit by financial institutions acceptable to Conqueror Technologies. If such security or guarantees or letters of credit are not furnished within 7 days after any such demand, Conqueror Technologies shall be entitled to withdraw from the agreement in whole or in part.

24 COSTS

24.1          The customer shall be liable for all costs incurred by Conqueror Technologies in the recovery of any amounts or the enforcement of any rights which it has hereunder, including collection charges and costs on an attorney and own client scale and costs of counsel as on brief 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 judgment. 

24.2          The customer undertakes to pay the costs of the suretyship and cession contained herein, including any stamp duty payable thereon and agrees that such costs can be debited to the customer's account upon acceptance.

25 SURETYSHIP AND WARRANTY OF AUTHORITY

25.1          The surety, by his signature hereto, binds himself in favour of Conqueror Technologies, its successors-in-title and assigns as surety for and co-principal debtor in solidum with the customer for the due and punctual performance by the customer of all its obligations to Conqueror Technologies in terms of this agreement. The suretyship obligation is an unlimited obligation with regard to any and all present and future indebtedness already incurred or to be incurred by the customer, notwithstanding any agreed limit from time to time. 

25.2          The suretyship in 25.1 shall remain of full force and effect notwithstanding: 

25.2.1       any indulgence, concession, leniency or extension of time which may be shown or given by Conqueror Technologies to the customer; 

25.2.2       any amendment/s to this agreement and/or other agreement for the time being subsisting between the parties. 

25.3          The surety hereby renounces the benefits of the legal exceptions "non causa debiti", "errore calculi", "excussion", "division", "no value received" and "revision of accounts", with the meaning and effect of all of which he declares himself to be fully acquainted. 

25.4          The surety warrants, as a material warranty which Conqueror Technologies relies on in entering into this agreement, that he is duly authorised to represent and bind the customer to this agreement, and that he has read and understood each term and condition of this agreement and accepts them as binding on him and the customer. 

25.5          The surety shall be liable for all costs incurred by Conqueror Technologies in the recovery of any amounts or the enforcement of any rights which it has hereunder, including collection charges and costs on an attorney and own client scale and costs of counsel as on brief 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 judgment. 

25.6          The surety shall forthwith after the conclusion of the contract, furnish Conqueror Technologies with all information reasonably required by Conqueror Technologies to enable it to comply with its obligations. The surety warrants that the information given is true and correct in every respect. The surety undertakes to update the information furnished to Conqueror Technologies in order to ensure that the information is accurate and up to date. 

25.7          Any judgement, whether formal or informal, in Conqueror Technologies favour against the customer shall, notwithstanding that the surety has not been joined in the proceedings giving rise to the judgement, preclude the surety from being entitled to dispute the merits of the claim in respect of which the judgement has been granted, in proceedings against the surety. 

25.8          The surety acknowledges that he has been given an opportunity to read through, seek advice and ask questions on the contents of this clause 25. 

26 EXEMPTION AND INDEMNITY

The customer shall have no claim of any nature whatsoever for damages, a remission of the purchase price, cancellation or otherwise, against Conqueror Technologies, its servants, agents or others on whose behalf Conqueror Technologies would be liable, in respect of any loss or damage sustained by the customer of any nature whatsoever or any damage caused to the assets of the customer or assets kept on its premises by any third parties or in regard to the customer's business or sustained by any of its customers, howsoever caused including the negligent (including grossly negligent) acts or omissions of Conqueror Technologies, its servants, agents or others for whom it may be liable in law. This constitutes also a stipulatio alteri in favour of such person the benefits of which may be accepted by them at any time. 

27 CONSEQUENTIAL LOSS

Under no circumstances whatsoever including as a result of its negligent (including grossly negligent) acts or omissions or those of its servants, agents or contractors or other persons for whom in law it may be liable, shall Conqueror Technologies be liable for any consequential loss sustained by the customer. This also constitutes a stipulation alteri in favour of such persons and benefits of which may be accepted by them at any time.

28 SEVERABILITY

Each paragraph or clause in this agreement is severable the one from the other and if any paragraph or clause is found by any competent court to be defective or unenforceable for any reason whatever, the remaining paragraphs or clauses shall be of full force and effect and continue to be of full force and effect.

29 FORCE MAJEURE

Any transaction is subject to cancellation by Conqueror Technologies due to force majeure from any cause beyond the control of Conqueror Technologies, including, without restricting the generality of the aforegoing, inability to secure labour, power, materials or supplies, or by reason of an act of G-d, war, civil disturbances, riot, state of emergency, strike, lockout, or other labour disputes, fire, flood, drought or legislation.

30 CESSION

30.1          The customer hereby irrevocably cedes, assigns and transfers, makes over unto and in favour of Conqueror Technologies, all the customer's right title and interest in and to its claims against its debtors, both present and future and from whatsoever cause arising, as security for all or any of the amounts which the customer may now or at any time in the future owe to Conqueror Technologies. 

30.2          The customer irrevocably and in rem suam authorises Conqueror Technologies in its absolute discretion to claim from all or any of the customer's debtors the whole or any portion of the indebtedness of any one or more of them, to give a valid receipt or discharge for such indebtedness, to take any action in its name in any court of competent jurisdiction and to proceed in execution there under against all or any of the said debtors, to cede, transfer, negotiate, pledge or otherwise deal with all or any of the said debtors, to exchange promissory notes, cheques, agreements, documents of title or any other security held by the customer. 

30.3          The security created by the cession shall be a continuing one, notwithstanding any fluctuation in the amount of indebtedness of the customer to Conqueror Technologies. 

30.4          The customer hereby undertakes on demand, to furnish Conqueror Technologies with such information concerning its debtors as may be reasonably required, to enable Conqueror Technologies to give effect to the provisions of this clause. 

31 FURNISHING OF INFORMATION BY CUSTOMER AND USE OF INFORMATION

31.1          The customer shall prior to the conclusion of the contract, furnish Conqueror Technologies with all information reasonably required by Conqueror Technologies to enable it to comply with its obligations. The customer warrants that the information given is true and correct in every respect. The customer undertakes to update the information furnished to Conqueror Technologies in order to ensure that the information is accurate and up to date. 

31.2          The customer consents that Conqueror Technologies may disclose all information relating to the customer's account to any other creditor, credit bureau and / or credit grantor. 

31.3          The customer undertakes to inform Conqueror Technologies in writing at least 30 days prior to the intended sale or alienation of part or the whole of the customer's business or changing the principal and / or shareholding of / in the customer's business. The signatory and the surety as recorded on the credit application will remain liable to Conqueror Technologies for any amount payable to Conqueror Technologies notwithstanding the sale of the business to a third party, alternatively the signatory and the surety are estopped from denying their liability, notwithstanding the sale or alienation or transfer of the part or whole of the customer's business and / or membership interest and / or shareholding. 

31.4          The customer and surety hereby agree to update their respective information in terms of the Financial Intelligence Centre Act 38 of 2001 and the NCA. The failure to update information may at Conqueror Technologies sole discretion lead to a termination or reduction or suspension of the customer's credit facility with Conqueror Technologies. 

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32 LAW AND JURISDICTION

This agreement shall be governed by and construed in accordance with the laws of the Republic of South Africa and the parties hereby submit to the non-exclusive jurisdiction of the courts.

33 RECEIPT OF DOCUMENTS, CHEQUES ETC

No notices, cheques, cash or other documents sent to Conqueror Technologies through the post shall be deemed to have been received unless and until actually received by Conqueror Technologies.

34 INTEREST

The customer shall pay interest at the publicly quoted basic rate per annum ruling from time to time at which The Standard Bank of South Africa Limited lend on overdraft, which rate shall be proved by way of a certificate signed by any employee of such bank, compounded monthly in arrears on all amounts owing by the customer to Conqueror Technologies which have not been paid on the due date thereof, reckoned from the due date thereof until date of payment. Such interest shall be payable on demand.

Signed at __________________________________________on ___________________________Year__________________

For the customer (the area to be filled in)

Witnesses

1: _________________________________________________ _______________________________________________________

Who warrants that his is duly authorised hereto and in particular agrees to be bound by the suretyship contained in clause 25 (to be signed by the SAME DIRECTOR / MEMBER of customer)

Full name: ______________________________________________

2: _________________________________________________

Signed at __________________________________________on ___________________________Year__________________

1._________________________________________________ _______________________________________________________

Who warrants that his is duly authorised hereto (to be signed by SAME DIRECTOR / MEMBER of customer)

Full name: ______________________________________________