1. Parties and Application

1.1 These Terms and Conditions of Supply ("Terms") apply to the supply of goods and, where applicable, related services by Securicage ("Securicage", "we", "us" or "our") to the customer identified in the relevant quotation, order, invoice or account application ("Customer").

1.2 These Terms are intended primarily for Customers purchasing products as solution providers, installers, integrators, distributors or resellers.

1.3 Each quotation accepted by the Customer and each order accepted by Securicage constitutes an agreement incorporating these Terms.

1.4 If a quotation, written agreement or other document expressly agreed by Securicage contains terms inconsistent with these Terms, the expressly agreed terms shall prevail to the extent of the inconsistency.

1.5 Nothing in these Terms excludes or limits any right or remedy that may not lawfully be excluded or limited.

2. Quotations

2.1 Quotations are valid for the period stated in the quotation. If no validity period is stated, the quotation is valid for 30 days from its date.

2.2 Unless otherwise stated, quoted prices exclude VAT, delivery, installation and any other charges not expressly included in the quotation.

2.3 Quotations are based on the quantities, specifications and other information available to Securicage at the time of quotation.

2.4 Any change to quantities, specifications, dimensions, finishes, delivery requirements or other material requirements may result in a revised price and lead time.

3. Orders

3.1 An order placed by a Customer constitutes an offer to purchase the relevant goods or services.

3.2 An order becomes binding on Securicage only when accepted by Securicage.

3.3 Securicage may require a written purchase order, accepted quotation, deposit or other confirmation before processing an order.

3.4 Once manufacture, procurement or customisation of made-to-order goods has commenced, the Customer may not cancel or amend the order without Securicage's written agreement.

3.5 Securicage may recover reasonable costs arising from an agreed cancellation or amendment.

4. Products and Specifications

4.1 Products will be supplied substantially in accordance with the specifications stated in the relevant quotation, product documentation or order confirmation.

4.2 Product photographs, illustrations, drawings and marketing materials are intended to provide a reasonable representation of the products and do not constitute an undertaking that every visual characteristic will be identical.

4.3 Securicage may make minor changes to a product that do not materially impair its intended function, performance or suitability.

4.4 The Customer is responsible for confirming that the product specified or ordered is suitable for the Customer's intended application unless Securicage has expressly accepted responsibility for determining such suitability.

5. Custom and Made-to-Order Products

5.1 Where products are manufactured or modified according to Customer requirements, the Customer is responsible for checking and approving all relevant dimensions, drawings, specifications and requirements before manufacture.

5.2 Securicage is not responsible for errors arising from incorrect dimensions, specifications or information supplied or approved by the Customer.

5.3 Custom and made-to-order products may not be returned merely because the Customer no longer requires them or has ordered an incorrect specification, subject always to rights that the Customer may have under applicable law.

6. Prices and VAT

6.1 Prices are those stated in Securicage's accepted quotation or order confirmation.

6.2 VAT will be charged at the applicable rate where required by law.

6.3 Delivery, packaging, installation, special finishes, expedited manufacture and other additional services will be charged separately unless expressly included in the quoted price.

7. Payment

7.1 Payment shall be made in accordance with the payment terms stated in the applicable quotation, invoice, order confirmation or approved Customer account.

7.2 Where a deposit is required, Securicage is not obliged to commence manufacture or procurement until the required deposit has been received and cleared.

7.3 The Customer may not withhold or set off payment because of a dispute concerning another order or transaction unless permitted by law or agreed by Securicage in writing.

7.4 Securicage may suspend further manufacture, delivery or supply where an amount due by the Customer remains unpaid.

7.5 Where legally permissible, Securicage may charge interest on overdue amounts at the rate specified in the applicable quotation, account terms or invoice.

8. Delivery and Collection

8.1 Delivery dates and lead times are estimates unless Securicage expressly agrees in writing that a particular date is guaranteed.

8.2 Lead times commence only once Securicage has received all information, approvals and payments required to process the order.

8.3 Securicage will take reasonable steps to meet indicated delivery dates but will not be responsible for delays caused by circumstances reasonably beyond its control.

8.4 Where the Customer arranges collection, delivery is deemed to occur when the goods are handed to the Customer or its nominated carrier or representative.

8.5 Where Securicage arranges delivery, delivery occurs when the goods are delivered to the agreed delivery location.

9. Risk and Ownership

9.1 Risk of loss of or damage to the goods passes to the Customer upon delivery or collection in accordance with clause 8.

9.2 Ownership of goods supplied remains vested in Securicage until Securicage has received full payment of all amounts owing in respect of those goods.

9.3 Until ownership has passed, the Customer shall take reasonable care of the goods and shall not knowingly dispose of or encumber them in a manner inconsistent with Securicage's ownership rights, subject to any agreed reseller arrangement and applicable law.

10. Inspection, Shortages and Transit Damage

10.1 The Customer should inspect goods as soon as reasonably practicable following delivery.

10.2 Visible shortages, incorrect products or transit damage should be reported to Securicage promptly together with reasonable supporting information, including photographs where appropriate.

10.3 Failure to notify Securicage promptly may affect Securicage's ability to investigate a claim against a carrier or other third party but does not remove rights that cannot lawfully be excluded.

11. Returns

11.1 Products may only be returned with Securicage's prior authorisation, except where applicable law provides otherwise.

11.2 Standard products accepted for return must ordinarily be unused, undamaged and in a resaleable condition.

11.3 Securicage may charge reasonable handling, transport or restocking costs for non-defective products accepted for return.

11.4 Custom, modified or made-to-order products are not ordinarily returnable unless defective, incorrectly supplied by Securicage, or return is otherwise required by law.

12. Warranty

12.1 Securicage warrants that its products will be free from material defects in materials and workmanship for the warranty period stated for the applicable product.

12.2 If no separate warranty period is stated, any warranty applicable under legislation shall apply together with such additional warranty, if any, as Securicage may expressly provide.

12.3 A valid warranty claim may, at Securicage's election and subject to applicable law, be resolved by repair, replacement or refund.

12.4 Warranty coverage does not extend to damage or failure resulting from:

• incorrect or inadequate installation;

• modification without Securicage's approval;

• misuse, abuse or accidental damage;

• use outside the product's stated specification;

• damage caused by equipment mounted within or attached to the product;

• ordinary wear and tear;

• failure to perform reasonable maintenance; or

• environmental conditions for which the product was not specified.

13. Installation

13.1 Unless installation is expressly included in Securicage's quotation or order confirmation, installation is the responsibility of the Customer.

13.2 The Customer is responsible for ensuring that installation is carried out by appropriately competent persons and in accordance with applicable instructions, specifications and legal requirements.

13.3 Securicage is not responsible for defects, damage or losses caused by incorrect installation performed by the Customer, an end customer or another third party.

14. Solution Provider and Reseller Responsibilities

14.1 The Customer acts as an independent business and is not an agent, employee or representative of Securicage unless expressly agreed otherwise in writing.

14.2 The Customer may determine its own resale prices unless otherwise agreed or permitted by applicable law.

14.3 The Customer is responsible for its own quotations, contracts, installation services and other commitments made to its customers.

14.4 The Customer may not make warranties, performance claims or representations concerning Securicage products that materially exceed or contradict specifications, warranties or information supplied by Securicage.

14.5 Any additional warranty, service commitment or representation voluntarily given by the Customer to an end customer is the responsibility of the Customer unless Securicage expressly agrees otherwise in writing.

15. End Customers

15.1 Unless Securicage contracts directly with an end customer, the Customer remains Securicage's contracting party.

15.2 The Customer's sale, installation or supply to an end customer does not create a contractual relationship between Securicage and that end customer merely by reason of the resale or installation.

15.3 Nothing in this clause limits rights that an end customer may have directly under applicable law.

16. Intellectual Property

16.1 All intellectual property belonging to Securicage, including product designs, drawings, specifications, photographs, trademarks, branding and marketing materials, remains the property of Securicage or its applicable licensors.

16.2 Securicage may permit Customers to use approved product information, photographs and marketing materials for the legitimate marketing and resale of Securicage products.

16.3 Such permission does not transfer ownership of the intellectual property to the Customer.

16.4 The Customer may not manufacture, reproduce or procure the manufacture of Securicage products from Securicage drawings, designs or other proprietary information without prior written permission.

17. Confidentiality

17.1 Each party shall take reasonable steps to protect confidential commercial, technical and pricing information received from the other party.

17.2 Confidential information may be disclosed where required by law or where reasonably required to perform the relevant agreement.

18. Personal Information

18.1 Each party shall process personal information received in connection with the business relationship in accordance with applicable data protection legislation, including the Protection of Personal Information Act, where applicable.

18.2 Securicage may process Customer and Customer representative information for legitimate purposes associated with quotations, orders, account administration, delivery, support, warranty administration and the ongoing business relationship.

19. Limitation of Liability

19.1 To the maximum extent permitted by law, Securicage shall not be liable for indirect, special or consequential loss, including loss of profit, revenue, business opportunity or anticipated savings arising from the supply or use of its products.

19.2 Securicage shall not be liable for loss caused by incorrect installation, unauthorised modification, misuse, third-party equipment, inaccurate information supplied by the Customer or circumstances outside Securicage's reasonable control.

19.3 To the maximum extent permitted by law, Securicage's aggregate liability arising from a particular order shall not exceed the amount paid or payable to Securicage for the goods or services giving rise to the claim.

19.4 The limitations in this clause do not apply to liability that cannot lawfully be excluded or limited.

20. Security Products

20.1 Securicage products are intended to reduce risk and improve the physical protection of equipment or property.

20.2 No physical security product can guarantee that theft, vandalism, unauthorised access, damage or other loss will not occur.

20.3 The Customer remains responsible for assessing the overall security requirements of an installation and for determining whether additional physical, electronic or operational security measures are required.

21. Force Majeure

21.1 Neither party will be liable for delay or failure to perform an obligation caused by circumstances beyond its reasonable control, including natural disasters, fire, civil disturbance, industrial action, transport disruption, utility failure, government action, shortages of materials or significant disruption affecting suppliers.

21.2 The affected party shall take reasonable steps to minimise the effect of the event and resume performance when reasonably possible.

22. Breach

22.1 If either party commits a material breach of an agreement and fails to remedy that breach within a reasonable period after receiving written notice requiring it to do so, the other party may exercise the remedies available to it under the agreement and applicable law.

22.2 Securicage may suspend supply while material overdue amounts remain unpaid.

23. Electronic Communications

23.1 The parties agree that quotations, purchase orders, invoices, notices, approvals and other business communications may be exchanged electronically.

23.2 Electronic communications and records may be relied upon as evidence of the parties' transactions to the extent permitted by applicable law.

24. Governing Law

24.1 These Terms and every agreement incorporating them are governed by the laws of the Republic of South Africa.

24.2 The parties shall first attempt in good faith to resolve any dispute through direct discussion.

24.3 If the dispute cannot reasonably be resolved, either party may pursue the remedies available to it through a court or other competent forum.

25. General

25.1 No failure or delay by either party in exercising a right constitutes a waiver of that right.

25.2 If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in effect to the extent permitted by law.

25.3 No amendment to an accepted quotation or other specific agreement is binding unless agreed by authorised representatives of the parties.

25.4 The Customer may not transfer material rights or obligations under an order to another party without Securicage's prior written consent, which shall not be unreasonably withheld where applicable.

26. Applicable Legislation and Consumer Rights

26.1 These Terms are intended to operate subject to applicable South African legislation.

26.2 Where the Consumer Protection Act 68 of 2008 or another applicable law grants the Customer rights that cannot lawfully be waived, restricted or excluded, those rights prevail over any inconsistent provision of these Terms.

26.3 Nothing in these Terms is intended to constitute an unlawful waiver of any statutory right or remedy.

Securicage

These Terms and Conditions should be read together with the applicable quotation, order confirmation, invoice, product specification and any separately agreed reseller, distribution or service agreement.