Annexure B: Warranty Terms and Conditions applicable to specialised system components:

GENERAL:
This document, together with the Terms & Conditions as detailed below, is applicable to various equipment being offered by TECMED AFRICA (Pty) Ltd, hereafter being referred to as 'The Seller', to the Equipment Purchaser, hereafter referred to as 'The Purchaser'.  

1. X-Ray tubes and image intensifiers for radiographic and fluoroscopy systems:
1.1 Glassware, including X-ray tubes and Image Intensifiers, are provided with separate warranties.  Glassware included with the purchase of a new system is governed by the glassware warranty, described below, not the system warranty.
1.2 The following terms apply to all other glassware including radiographic and fluoroscopy system x-ray tubes: 
Radiographic and Fluoroscopic X-Ray Tubes - 12 months warranty, non-prorated.
1.3 The following terms apply to all image intensifier systems used on the various product modalities: 
Image Intensifier for all modalities - 12 months warranty, non-prorated.

2. Cardio-vascular systems x-ray tubes:
2.1 The following terms apply to specialized cardio-vascular system x-ray tubes: 
Cardio-vascular Liquid Bearing Tubes (DSRX Series) - 24 months warranty, non-prorated. 

3. Solid State Detectors / Flat panel Detectors (FPD):
3.1 The following terms apply to all digital Solid State Detectors / Flat Panel Detectors systems (FPD) used on the various product modalities:  All digital Solid State Detectors / Flat Panel detectors (FPD) - 12 months warranty, non-prorated. 

4. Single Slice and Multi-slice CT Scanner x-ray tubes:
 4.1 CT X-ray tubes carry a warranty that is linked to the number of rotations shown below or 12 months, whichever expires first.  
CT X-Ray Tube Type:                                                   Warranty
CXB-150                                                                        12 months or 50,000 rotations (See note)
CXB-200                                                                        12 months or 100,000 rotations (See note)
CXB-350                                                                        12 months or 100,000 rotations (See note)
CXB-400 (HELICOOL)                                                12 months or 100,000 rotations (See note)
CXB-650                                                                        12 months or 200,000 rotations (See note)
CXB-750 (MEGACOOL)                                              12 months or 200,000 rotations (See note)
Note:
4.1.1 One gantry rotation using either multi-slice or single slice detector technology is defined as any 360-degree rotation of the gantry with X-rays on.
4.1.2 12 months from system commissioning date or slices accumulated by the user (as indicated in section 4.1) for the different x-ray tubes, whichever period shall expire first.
4.1.3 It is agreed however, that the tube will be replaced at the Seller's expense in the event that the tube become defective within and limited to 5,000 slices (Single slice CT) or rotations (Multi-slice CT).
4.1.4 Should the x-ray tube fail before the 12 months warranty period expires or when the actual rotation count as specified in section 4.1 for the different x-ray tubes has not be reached, then the amount to be reimbursed to the Purchaser from the purchase price of a new X-ray tube, provided the defective tube is returned to the Seller, for shipment back to the factory, shall be determined based on the following formula:
The Current price of x-ray tube   x  (Rotation Warranty - Number of Actual  Exposures)   
                                                                  ------------------------------------------------------------------- 
                                                                                          Rotation Warranty

5. Single and Multi-Slice CT detectors:
5.1 The following terms apply to all solid state single and multi-slice detectors used on the various TOSHIBA CT Systems:  
Single & multi-slice solid state detectors - 12 months warranty, non-prorated. 

6. Magnetic Resonance Imaging Systems Magnets:
6.1 The following terms apply to all magnets supplied in TOSHIBA Magnetic Resonance Imaging (MRI) systems: 
TOSHIBA MRI system magnets - 12 months, non-prorated.

7. Components with a Non-Prorated, Time-Based Warranty:
7.1 Components covered with a non-prorated warranty will be replaced during the initial warranty period at no charge to the customer.  The replacement component carries the remainder of the original warranty.  For example, a tube with a 24-month non-prorated warranty fails at month 13, then the tube is replaced at no charge and carries 11 months of warranty.
7.2 The Seller will not be liable for special, incidental or consequential damages.
7.3 The Seller does not warrant that the operation of the warranted products will be uninterrupted.

8. Remedies during warranty period:
8.1 If the Seller determines that any product fails to meet any warranty condition during the applicable warranty period, then the Seller shall correct any such failure by either, at its option, repairing, adjusting, or replacing without charge to the Purchaser any defective or non-conforming parts of the product. 
8.2 The Seller shall have the option to furnish either new or re-manufactured replacement parts or assemblies. 
8.3 During the warranty period, the Seller will furnish free of charge any updates, including software required to correct any defect in the warranted products or as required under applicable laws.    

9. Maintenance and service during the warranty period:
9.1 Preventative as well as corrective maintenance during the applicable warranty period will be performed without charge to the Purchaser during the Seller's normal business hours, Monday through Friday, excluding holidays between 08h00 to 17h00. Subject to the availability of personnel, after-hours service is available upon request at an additional charge that is not covered by the standard warranty.
9.2 The remedies set forth herein are conditional upon the Purchaser promptly notifying the service division of the Seller within the applicable warranty period of any defect or non-conformance and making the product available for correction. 

TERMS AND CONDITIONS FOR OLYMPUS ACCESSORIES, ENDO-THERAPY AND CONSUMABLE PRODUCTS FOR NAPPI PRICES:

1. Rates of Exchange used for quotation prices:
1.1 TECMED AFRICA (PTY) Ltd hereafter referred to as the 'Seller', agrees to provide the Purchaser, hereafter referred to the 'Purchaser' being the other party to this agreement with various OLYMPUS accessories, Endo-therapy devices and consumable products.  
1.2 The prices quoted are fixed and are valid until 30 June 2009, thereafter are subject to written confirmation.  

2. OLYMPUS Endoscope and Endo-therapy products with expiry dates:
2.1 All Olympus Endoscope and Endo-therapy products supplied to the Purchaser with packaging that has been specifically sealed for hygiene,  security / sterility as well as to meet all legal requirements and is packaged with a expiry date, needs to be checked by the Purchaser prior to acceptance of the product by the Purchaser.  
2.2 The Pucrhaser is required by the Seller to check all product expiry dates prior to acceptance.  
2.3 Once the products that have been supplied by the Seller to the Purchaser pass their indicated expiry date, then these products cannot be returned to the Seller for full or partial credit unless specifically agreed to between the Purchaser and a Director of the Seller in writing.  
2.4 All consignment stock items and products belonging to the Seller delivered to the Purchaser's site and signed as consignment stock by the Purchaser, will be jointly monitored by a nominated representative from the Seller and the Purchaser to ensure correct consignment stock rotation prior to avoid exceeding the product expiry date.  

3. OLYMPUS consumables and accessories without expiry dates:
3.1 Consumable items such as accessories and endoscope attachments are supplied with the understanding that they are semi-disposable and the circumstances surrounding their use are at the Purchaser's discretion.
3.2 This precludes any guarantee from being offered on these items.

4. Serial Numbers:
4.1 Should products that are supplied by the Seller be labeled with a corresponding serial number, then the quantity, part number, description and corresponding serial number will be used on invoices to identify such products. Prices invoiced will include VAT at the current prevailing rate.  
4.2 Should products that are supplied by the Seller Ltd not be labeled with a corresponding serial number, then the part number and description will be used on invoices to identify such products.  Prices invoiced will include VAT at the current prevailing rate.  

5. Sterile Packing and breaking of Seal:
5.1 All products supplied to the Purchaser with packaging that has been specifically sealed for hygiene, security / sterility as well as to meet all legal requirements needs to be checked by the Purchaser prior to acceptance of the product by the Purchaser.  
5.2 This is applicable to all stock sold by the Seller as well as consignment stock provided by the Seller to the Purchaser at the Purchaser's site.  
5.3 All purchased stock items as well as consignment stock with broken security / sterility seals may not be returned to the Seller for full credit. 
5.4 All consignment stock supplied by the Seller to the Purchaser that has been duly signed for by the Purchaser and remains on-site may not be returned to the Seller for credit, should the security / sterility seal be broken whilst the products are held at the Purchaser's site.  
5.5 Those consignment products belonging to the Seller and located at the Purchaser's site that are damaged, stolen or with the broken security / sterility seal will be invoiced by the Seller to the Purchaser at current prevailing market prices.  

6. Delivery:
6.1 All goods sold by the Seller will be subject to availability.    
6.2 Products available as ex-stock items from the stores of the Seller will be delivered as soon as possible following the receipt of the official order from the Purchaser. 
6.3 Any delivery times quoted are deemed to be estimated delivery times only. Once a fixed delivery has been confirmed by the Supplier to the Seller, then this delivery time will then be communicated to the Purchaser. 
6.4 Any special delivery instructions agreed upon between the Seller and the Purchaser will result in the Purchaser being liable for full extent of all additional delivery charges.  
6.5 The Seller shall not be liable for damages, shortages or loss of the goods delivered or held for delivery unless it receives an itemized fault list and claim within 7 days from date of delivery.  

7. Cash on Delivery Payments:
7.1 For Cash on Delivery (COD) Purchaser's, no goods will be delivered until payment has been received in full.  

8. Payment:
8.1 Upon the successful commissioning and handover of the system(s), an invoice will be presented for the total contractual amount and is due for immediate payment upon presentation.
8.2 For any arrears payments on outstanding invoices, it is recorded that the Seller will charge the Purchaser interest on a basis of prime plus 3% points per annum, charged per month on the outstanding amount balance.  

9. Ownership of supplied goods:
9.1 The goods delivered, will remain the property of the Seller, until fully paid for by the Purchaser. 

10. Validity:
10.1 Prices quoted are valid until 30 September 2008, thereafter subject to written confirmation.  

11. Cancellation of orders:
11.1 Orders are firm and fixed and not subject to cancellation without the prior written consent of the Seller. 
11.2 All order cancellations will bear an agreed cancellation fee of twenty five (25%) of the gross order value. 
11.3 Where cancellation of an order is accepted, the Purchaser will become liable to pay on demand, a cancellation fee equal to twenty five percent (25 %) of the selling price, in addition to the cost of shipping of the goods to be returned to the factory in the country of origin together with the exchange control loss, and payment is to be made for all banking charges incurred by the Seller. 

12. Changes to the Standard Terms and Conditions:
12.1 The above Terms and Conditions cannot be altered unless in agreement with a Director of the Seller in writing. 

13. Disputes:
13.1 The parties hereby agree to the jurisdiction of the Magistrate's court to hear any dispute between the  parties even though the amount in dispute may exceed the jurisdiction of the Magistrate's Court at any   given time.   
13.2 In the event that the Seller is forced to proceed with legal action against the Purchaser as a result of the Purchaser's default, it is agreed that the Seller may claim from the Purchaser full attorney client costs. 

14. NAPPI Pricing and price variations:
14.1 NAPPI prices are quoted subject to amendment from time to time without prior notice, and shall be subject to a quarterly review.
14.2 NAPPI price amendments will be posted to MEDICREDIT, who shall publish such price changes for dissemination on the NAPPI system.
14.3 Such NAPPI price amendments / variations will be for the account of the Purchaser.

15. Entire Agreement:
15.1 This contract contains the entire agreement between the parties and supersedes all prior and contemporaneous agreements between the parties, whether oral or written, relating to its subject matter, including, without limitation, all different or additional terms and conditions which may be contained in the Purchaser's bid documents, purchase order or any other documents furnished by the Purchaser. The provisions of this Agreement may not be modified unless in writing and executed by both parties.

QUALITY PERFORMANCE AND EXTENDED WARRANTY CONTRACTS : X-RAY / ANGIO AND CT SYSTEMS:

1. General:
1.1 TECMED AFRICA (PTY) Ltd hereafter referred to as the 'Seller', agrees to provide the Purchaser, hereafter referred to as the 'Purchaser' being the other party to this agreement, with a Quality Performance Contract (Q.P.C.) or an Extended Warranty Contract (E.W.C.) Agreement which shall endure for a calendar year calculated from date of signature of said agreement. 
1.2 In order for an Extended Warranty Contract inclusive of vacuum elements to be offered and accepted by the Seller, the Purchaser's equipment that will be covered by a proposed Extended Warranty Contract inclusive of all vacuum elements needs to have had an unbroken Service / Extended Warranty record from the completion date of the equipment installation. Should the Purchaser's equipment have had an interrupted service record from the completion date of the installation, then only an Extended Warranty Contract excluding vacuum elements maybe concluded between the Seller and the Purchaser. The acceptance of an Extended Warranty Contract including vacuum elements for equipment with an interrupted service record will be at the sole discretion of a Director of the Seller via written confirmation of this acceptance. 

2. Payment:
2.1 Payment shall be made quarterly in advance. Should the payment be overdue, then the equipment will not be covered by the Extended Warranty Contract.

3. Validity of Prices:
3.1 This quotation will be valid for a period of 1 (one) month from date of issue and thereafter this quotation may be subject to revision at the instance of the Seller.  
 
4. Statutory Price Increases:
4.1 Any statutory increase or imports chargeable of whatsoever nature will be to the Purchaser's account and payable on demand.  The Seller will not be liable for any failure to perform or delayed performances of any part of this protection plan, if such performance is prevented, hindered or delayed by reason of any cause beyond the reasonable control of the Seller.  

5. Prices linked to exchange rate variations:
5.1 The amount quoted on the extended warranty contracts is based upon an eighty percent (80%) component which is the imported content and a twenty percent (20%) component which is the local content.  
5.2 The eighty percent (80%) imported component is linked to variations in the exchange rates.  
5.3 Reference is made to the rate of exchange indicated in the quotation that was used as the basis of the quoted prices.  
5.4 The 80% imported content will be re-calculated, should the exchange rate vary by more than 10% against the quoted rate during the contract period.  
5.5 Should the exchange rate depreciate against the exchange rates indicated in clause 5.3 that formed the basis of the quoted amount(s), then adjustments to the Extended Warranty Contract amounts calculated will be made. The Purchaser will be notified in writing of the change in the contract amounts. 
5.6 The twenty percent (20%) of the contract price related to local content will have annual adjustments based on the Government's published CPIX figures.  

6. Annual Price Adjustments:
6.1 The Seller reserves the right, via mutual discussions with the Purchaser, to review their quoted prices for  services offered upon the expiry of the first year contract for prices applicable to the second and subsequent years of this contract.   

7. Agreed Service Period:
7.1 Unless otherwise agreed between the Seller and the Purchaser, the service period agreed will be 12 months from the commencement date of this agreement.   

8. Commencement of Agreement:
8.1 Before this agreement becomes binding on the Seller, it will be a material term of agreement that the Seller will be entitled to inspect and assess the Purchaser's equipment and the Seller will notify the Purchaser should any repair work be necessary prior to the commencement of this agreement.  
8.2 All repair work as per clause 8.1 that is required to the Purchaser's equipment will be for the Purchaser's account. 
8.3 This agreement will become effective upon payment by the Purchaser to the Seller and upon signature by both parties to this agreement having authority so to sign.   
8.4 The Seller will perform, without further charge, periodical maintenance that is required and such periodical maintenance will be according to the Seller's discretion and will be, at all times, conducted to the manufacturer's recommendation. 
8.5 It is recorded that the maintenance performance by the Seller will enable the equipment to be kept in good operating and working condition and will enable the Seller to effectively reduce risks of breakdown or damage to the equipment.  
8.6 Access to the system(s) during normal working hours must be ensured by the Purchaser and the time and date for work on the system(s) covered by either the Quality Performance or Extended Warranty Contract must be agreed in advance.  

9. Termination of Agreement:
9.1 Either party to this agreement may, notwithstanding any other term of this agreement, terminate this agreement in writing by giving 3 (three) months prior notice thereof.   

10. Scope of Work:
10.1 The Seller offers the following Contracts to the Purchaser for the various product modalities sold, 
 
10.1.1 Quality Performance Contract:  
Includes:  
* All preventative maintenance.
* All mechanical and electrical safety checks.
* All lubrication. 
* Mechanical adjustments.
* Electrical adjustments. 
* Preventative maintenance labour and travel costs.
* All work to be done during office hours. 
Excludes:  
* Quality Assurance tests required by the South African Radiation Control Board.
* All corrective maintenance labour and travel costs.
* All replacement spare parts as well as all vacuum elements as well as solid state detector.
* All overtime. 
10.1.2 Extended Warranty Contract excluding vacuum elements and solid state detector:  
Includes:  
* All preventative maintenance.
* All mechanical and electrical safety checks.
* All lubrication.
* Mechanical adjustments.
* Electrical adjustments.
* Labour and travel costs.
* All work to be done during office hours.
* All corrective maintenance.
* Replacement of spare parts excluding vacuum elements and solid state detector.  
Excludes:  
* Quality Assurance tests required by the South African Radiation Control Board. 
* All vacuum elements and solid state detector.
10.1.3 Extended Warranty Contract including vacuum elements and solid state detector: 
Includes: 
* All preventative maintenance.
* All mechanical and electrical safety checks.
* All lubrication.
* Mechanical adjustments.
* Electrical adjustments.
* Labour and travel costs.
* All work to be done during office hours.
* All corrective maintenance.
* Replacement of spare parts.
* All vacuum elements.
* Solid state detector.    
* Same conditions as for the factory warranty.
Excludes:  
* Quality Assurance tests required by the South African Radiation Control Board.

11. Exclusions:
11.1 During the Quality Performance Contract and / or Extended Warranty Contract period, the Seller will charge the Purchaser for labour, travel and spares parts that are required to restore the installed unit to the original specification and  functionality, after the installed unit has been damaged by a patient, an operator or staff member or doctor, due to, but not limited to the following:  
11.1.1 Liquid / fluid damage.
11.1.2 Negligent use of the equipment.
11.1.3 Incorrect use of the equipment.
11.1.4 Ignoring the correct operating instructions.
11.1.5 When repairs / services are performed by service personnel other than those employed by the Seller.
11.1.6 All damage caused as a result of the incorrect environmental conditions including electrical, air-conditioning, temperature and humidity fluctuations.

12. Network connection and links to the Internet:
12.1 The Purchaser agrees that no additional devices, modalities and workstations may be connected to a
DICOM 3 network implemented and / or managed by the Seller without prior written permission from the Seller.  
12.2 Furthermore, no additional non-proprietary software packages may be added by the Purchaser to
any products and sub-systems covered by the Seller in this agreement which could result in the mal-
functionality of the products covered under this agreement, without prior written permission from the Seller.
12.3 It is hereby recorded that no devices, modalities and workstations maybe connected to an Internet Service Provider (ISP) for access to the internet and that the repairs to the various system operating / application packages damaged by the introduction of software viruses and malware software due to this unapproved internet connection are not covered under the Terms and Conditions of this contract. All costs for the repair of such software corruption will be for the account of the Purchaser.  

13. Hardware / software upgrades and updates:
13.1 It is hereby recorded that the installed hardware and software configuration as supplied at the time of
system commissioning and handover will be the supported hardware and software under the terms of this contract.   
13.2 The installed hardware and software will only be enhanced if the Seller is specifically instructed to do so
by the original equipment manufacturer in order to meet CE, FDA, South African Directorate of Radiation Control Board as well as any other regulatory or legal requirements for equipment safety and operation or to correct product hardware and / or software operation functionality.
Any and all other hardware and software enhancements are specifically excluded from the Contract. Any hardware and / or software enhancements that become available after the commissioning date of the system(s) covered in terms of this contract will be made available by the Seller to the Purchaser at prevailing market prices.  

14. Disputes:

14.1 The parties hereby agree to the jurisdiction of the Arbitration Court in South Africa to hear any dispute between the parties. 

15. Entire Agreement:

15.1 This contract contains the entire agreement between the parties and supersedes all prior and
contemporaneous agreements between the parties, whether oral or written, relating to its subject matter, including, without limitation, all different or additional terms and conditions which may be contained in the Purchaser's bid documents, purchase order or any other documents furnished by the Purchaser.  The provisions of this Agreement may not be modified unless in writing and executed by both parties. 

TERMS AND CONDITIONS FOR GENERAL ACCESSORIES AND CONSUMABLE PRODUCTS:

1. Rates of Exchange used for quotation prices:
1.1 TECMED AFRICA (PTY) Ltd hereafter referred to as the 'Seller', agrees to provide the Purchaser, hereafter referred to the 'Purchaser' being the other party to this agreement with various accessories, Endo-therapy devices and consumable products.  
1.2 The Selling price is South African Rand and is agreed to be reckoned as the net price including delivery and installation.  The selling price is subject to the base rates of exchange indicated in our quotation documentation.  
1.3 Any variation between the disclosed rates of exchange and the rate of exchange applicable on date of payment by Purchaser to the Seller will be to the Purchaser's account.  The rate of exchange is applicable on all imported goods.  
1.4 To cover the risk of increases in the rate of exchange, the Purchaser has the option to purchase Forward Cover.  The cost of the Forward Cover, if taken will be invoiced to the Purchaser for payment on demand.  The Seller will purchase Forward Cover on the Purchaser's behalf only if requested in writing by the Purchaser. 

2. Accessories and consumable products with expiry dates:
2.1 All accessory and consumable products supplied to the Purchaser with packaging that has been specifically sealed for hygiene,  security / sterility as well as to meet all legal requirements and is packaged with a expiry date, needs to be checked by the Purchaser prior to acceptance of the product by the Purchaser.  
2.2 The Purchaser is required by the Seller to check all product expiry dates prior to acceptance.  
2.3 Once the products that have been supplied by the Seller to the Purchaser pass their indicated expiry date, then these products cannot be returned to the Seller for full or partial credit unless specifically agreed to between the Purchaser and a Director of the Seller in writing.  
2.4 All consignment stock items and products belonging to the Seller delivered to the Purchaser's site and signed as consignment stock by the Purchaser, will be jointly monitored by a nominated representative from the Seller and the Purchaser to ensure correct consignment stock rotation prior to avoid exceeding the product expiry date. 

3. Accessories and consumables without expiry dates:
3.1 Accessories and consumable items are supplied with the understanding that they are semi-disposable and the circumstances surrounding their use are at the Purchaser's discretion.  
3.2 This precludes any guarantee from being offered on these items. 

4. Serial Numbers:
4.1 Should products that are supplied by the Seller be labeled with a corresponding serial number, then the quantity, part number, description and corresponding serial number will be used on invoices to identify such products. Prices invoiced will include VAT at the current prevailing rate.  
4.2 Should products that are supplied by the Seller not be labeled with a corresponding serial number, then the part number and description will be used on invoices to identify such products.  Prices invoiced will include VAT at the current prevailing rate.  

5. Sterile Packing and breaking of Seal:
5.1 All products supplied to the Purchaser with packaging that has been specifically sealed for hygiene, security / sterility as well as to meet all legal requirements needs to be checked by the Purchaser prior to acceptance of the product by the Purchaser.  
5.2 This is applicable to all stock sold by the Seller as well as consignment stock provided by the Seller to the Purchaser at the Purchaser's site.  
5.3 All purchased stock items as well as consignment stock with broken security / sterility seals may not be returned to the Seller for full credit by the Purchaser.  
5.4 All consignment stock supplied by the Seller to the Purchaser that has been duly signed for by the Purchaser and remains on-site may not be returned to the Seller for credit, should the security / sterility seal be broken whilst the products are held at the Purchaser's site. 
5.5 Those consignment products belonging to the Seller and located at the Purchaser's site that are damaged, stolen or with the broken security / sterility seal will be invoiced by the Seller to the Purchaser at current prevailing market prices.  

6. Delivery:
6.1 All goods sold by the Seller to the Purchaser will be subject to availability.    
6.2 Products available as ex-stock items from stores of the Seller will be delivered as soon as possible following the receipt of the official order from the Purchaser.  
6.3 Any delivery times quoted are deemed to be estimated delivery times only. Once a fixed delivery has been     confirmed by the product supplier to the Seller, this delivery time will then be communicated to the Purchaser. 
6.4 Any special delivery instructions agreed upon between the Seller and the Purchaser will result in the Purchaser being liable for full extent of all additional delivery charges. 
6.5 The Seller shall not be liable for damages, shortages or loss of the goods delivered or held for delivery unless it receives an itemized fault list and claim within 7 days from date of delivery.  

7. Cash on Delivery Payments:
7.1 For Cash on Delivery (COD) Purchaser's, no goods will be delivered until payment has been received in full. 

8. Payment:
8.1 Upon the successful commissioning and handover of the system(s), an invoice will be presented for the total contractual amount and is due for immediate payment upon presentation.
8.2 For any arrears payments on outstanding invoices, it is recorded that Seller will charge the Purchaser interest on a basis of prime plus 3% points per annum, charged per month on the outstanding balance. 

9. Ownership of supplied goods:
9.1 The goods delivered, will remain the property of the Seller, until fully paid for by the Purchaser. 

10. Validity:
10.1 Prices quoted are valid for 30 days from the quotation date hereof.  

11. CANCELLATION OF ORDERS:
11.1 Orders are firm and fixed and not subject to cancellation without the prior written consent of the Seller. 
11.2 All order cancellations will bear an agreed cancellation fee of twenty five (25%) of the gross order value. 
11.3 Where cancellation of an order is accepted, the Purchaser will become liable to pay on demand, a cancellation fee equal to twenty five percent (25 %) of the selling price, in addition to the cost of shipping of the goods to be returned to the factory in the country of origin together with the exchange control loss, and payment is to be made for all banking charges incurred by the Seller.  

12. Changes to the Standard Terms and Conditions:
12.1 The above Terms and Conditions cannot be altered unless in agreement with a Director of the Seller in writing.  

13. Disputes:
13.1 The parties hereby agree to the jurisdiction of the Magistrate's court to hear any dispute between the  
 parties even though the amount in dispute may exceed the jurisdiction of the Magistrate's Court at any 
 given time.  
13.2 In the event that the Seller is forced to proceed with legal action against the Purchaser as a result of the 
 Purchaser's default, it is agreed that the Seller may claim from the Purchaser full attorney client costs.  

14. Entire Agreement:

14.1 This contract contains the entire agreement between the parties and supersedes all prior and
contemporaneous agreements between the parties, whether oral or written, relating to its subject matter, including, without limitation, all different or additional terms and conditions which may be contained in the Purchaser's bid documents, purchase order or any other documents furnished by the Purchaser. The provisions of this Agreement may not be modified unless in writing and executed by both parties.

SA TERMS AND CONDITIONS FOR CAPITAL EQUIPMENT WITH INSTALLATION:

This quotation document, together with the Terms and Conditions as detailed below, is applicable to various equipment being offered by TECMED AFRICA (Pty) Ltd, hereafter being referred to as 'The Seller', to the Equipment Purchaser, hereafter referred to as 'The Purchaser'. The various Equipment offered, is detailed by the relevant product brochures, product catalogs, product data and other marketing documentation enclosed (where applicable). 

1. TERMS AND CONDITIONS OF SALE
1.1 The Selling price is in South African Rand and is agreed to be reckoned as the net price including delivery and installation.  The selling price is subject to the base rates of exchange indicated in our quotation documentation. 
1.2 Any variation between the disclosed rates of exchange and the rate of exchange applicable on date of payment by Purchaser to the Seller will be to the Purchaser's account.  The rate of exchange is applicable on all imported goods. 
1.3 To cover the risk of increases in the rate of exchange, the Purchaser has the option to purchase Forward Cover.  The cost of the Forward Cover, if taken will be invoiced to the Purchaser for payment on demand.  The Seller will purchase Forward Cover on the Purchaser's behalf only if requested in writing by the Purchaser. 
1.4 Production by manufacturer will only commence upon confirmation that finance has been granted to the Purchaser and is available to the Seller. 

2. STATUTORY INCREASE
2.1 Any statutory increase on imports chargeable of whatsoever nature will be to the Purchaser's account and payable on demand. 
2.2 It is recorded that no surcharge is included in Purchase Price.  Should a surcharge be applicable, the cost thereof will be to the Purchaser's account and will be invoiced as per Bill of Entry and shall be payable on demand. 

3. FORCE MAJEURE
3.1 The Seller shall not be liable for any failure by it to perform any of its obligations under this agreement, should the failure be due to any cause beyond its reasonable control, including, but without being limited to any of the following:- 
Sanctions, strikes, lock-outs or other industrial action, sabotage, terrorism, civil commotion, riot invasion, war, threat of or preparation of war, fire, explosion, storm, flood, subsidence, epidemic or other natural physical disasters, impossibility of the effective and safe use of railways, shipping, aircraft, motor transport or other means of public or private transport, any act or policy of any State or Government or other authority having jurisdiction over either party. 
3.2 Upon occurrence of any delay or operation of a force majeure, the provisions of this contract which are affected, shall be suspended for as long as the cause in question continues to operate, provided that if that cause has not ceased to hinder performance within six (6) months from when it arose, this contract may be terminated by either party by giving the other fourteen (14) days notice, the Seller is able to perform it is agreed that no right of cancellation shall exist.  

4. INSTALLATION 
4.1 The cost of the installation of the equipment is included in the purchase price and is subject to the following conditions being met before the Seller shall be liable for time delays or before the Seller shall be liable to install the equipment at the stated cost.
4.2 The Seller will install all Equipment purchased by the Purchaser under this agreement and connect the equipment to existing electrical and / or plumbing lines (if applicable) at no additional charge to the Purchaser.
4.3 The Purchaser is to prepare the installation site according to the finalised site and equipment layout drawings and to the technical recommendations detailed on the equipment layout drawings and site planning guides supplied, for the correct installation of the equipment purchased.
4.4.1 The Purchaser will therefore be responsible for all building alterations, electrical mains supply wiring, distribution board (DB), earth leakage, trip switches, fuses, mains filters, air-conditioning (if required), plumbing, carpentry, plastering, painting as well as radiation protection such as lead glass, lead sliding doors, lead-lined doors and barium plaster, or any other site preparation required prior to the installation of and connection of the purchased equipment by Seller at the Purchaser's site.
4.4.2 A fused mains switch of suitable capacity will be supplied and mounted by the Purchaser in a position selected by the Seller.
4.5 The site preparation costs will be for the account of the Purchaser, unless specifically agreed between the Seller and the Purchaser that the site preparation costs will form part of the Equipment contract price.
4.6.1 Should the site preparation costs form part of the signed agreement between the Seller and the Purchaser, then the finalised signed site and equipment layout drawings, together with a signed detailed scope of work document related to the required building alterations to correctly site the equipment on offer, will form part of the contract documentation. 
4.6.2 The Seller will implement the various site preparation activities as detailed in the Scope of Work contract documentation at the Purchaser's site.
4.6.3 Should the Purchaser wish to modify any aspects related to the site preparation of the installation site, that formed part of the Scope of Work document, then the Purchaser will be required to inform the Seller in writing of the requested changes and Seller will provide a separate quotation for the intended additional work. A separate signed purchase order will be required by the Seller from the Purchaser before any work will be implemented. The additional agreed work shall be invoiced separately from the main contract price agreement.
4.7 The Purchaser will provide space at the installation site for the safe storage of installation tools, test equipment and other materials used for the installation,  that belong to the Seller or their nominated contractors or sub-contractors at no additional charge to the Seller.  
4.8 The Purchaser shall, at its own costs, obtain all permits and licences required by South African Government Authorities for the installation and operation of the equipment as well as to meet all legal requirements set out by the Directorate of Radiation Control Board.
4.9 The equipment may contain certain components, which may have to be re-manufactured or refurbished. However, such equipment components will meet the manufacturer's specification as of the date of completion of the installation.
4.10.1  All work will be done during normal working hours on non public holidays, during the normal five day working week, unless so otherwise varied in writing and agreed by the parties. 
4.10.2 The work of installing and commissioning will not be started until the Seller has been advised that the installation area is ready and completed according to the Seller's specifications and the site has been accepted by the Seller as being ready for installation.  

5. RISKS
5.1 The Purchaser accepts all responsibility for loss or damage to the goods from whatsoever cause immediately upon delivery to the contract site other than for damage caused by the workmanship of the Seller during installation.  The Purchaser shall be responsible for the goods in storage should it not accept delivery on due date.  

6. OWNERSHIP
6.1 Notwithstanding delivery of the goods sold by the Seller to the Purchaser, ownership shall remain vested in the Seller until full payment thereof has been received by the Seller.  
6.2 Until the goods have been fully paid for, it is agreed that the goods may be removed by the Seller and pending removal, it is agreed that the Purchaser shall not be entitled to operate the goods.  The Seller may attend the premises where such goods are installed in order to remove such goods.
6.3 Until the Seller has received full payment of the purchase price, the Purchaser will not remove all or any part of the Equipment from the Purchaser's premises, nor will the Purchaser sell, lease, transfer, or otherwise part with the possession of, or permit any lien or encumbrance to be placed on all or part of the Equipment. 

7. SPECIAL CONDITIONS FOR SOFTWARE
7.1 In the event that the Seller makes software products available as being included with the Sellers products then the rights to the software products remain at all times with the Seller. 
7.2 All rights and interests in any and all software supplied by the various equipment manufacturers under a Distributor's Agreement with the Seller, in equipment that may be furnished under this agreement by the Seller to the Purchaser, and any updates and enhancements to it, will remain the property of the manufacturer of the said equipment.
7.3 Such software is being furnished to the Purchaser under a non-exclusive licence agreement.
7.4 Software products and the associated documentation may not be passed on to third parties, except to an operator authorized by the Seller. 
7.5 The compensation for use of the software product is included in the selling price provided no separate item is shown. 
7.6 The compensation for use refers to the software product made available for the first time with the product. 
7.7 Upgrades of existing equipment or system software are charged separately and will be invoiced by the Seller to the Purchaser for immediate payment.
7.8 The Purchaser will not allow others to decompile, modify, copy, reproduce or transcribe the software nor allow third parties to use the software without the original Manufacturers written consent.
7.9 Upon request from the Seller, the Purchaser will execute an End-User Software Licence Contract, in a form to be mutually agreed between the parties.
7.10 The regulations of this section do not apply for service software.  The rights of use of service software remains vested with the Seller and accordingly on conclusion of any contract covering the use of software, is to remain vested with the Seller.
7.11 The signing of a further contract covering the use of software products against regular payments is required in the event that the Purchaser or third parties employed by the Purchaser perform service works on the products.
7.12 Software maintenance and / or updates will not be chargeable if a full service and maintenance contract is in existence.  Should no such contract exist, the software maintenance and / or updates will be charged to the Purchaser at the Seller's then applicable rates.  

8. CANCELLATION OF ORDERS
8.1 Orders are firm and fixed and not subject to cancellation without the prior written consent of the Seller. 
8.2 Where cancellation of an order is accepted, the Purchaser will become liable to pay on demand, a cancellation fee equal to twenty five percent (25 %) of the selling price, in addition to the cost of shipping of the goods to be returned to the factory in the country of origin together with the exchange control loss, and payment is to be made for all banking charges incurred by the Seller.   

9. GUARANTEE
9.1 Subject to the correct handling and use of all equipment as indicated by the Manufacturers operator and safety manual (s) and subject to the  provisions of clause 10 below, it is agreed that  equipment sold in this agreement is guaranteed against defective material and workmanship from date of completion of installation or from the date of signature on the commissioning certificate, or after the first patient/examination is performed whichever occurs first on / and thereafter for a period of twelve (12) months. 
9.2 No guarantee is extended in respect of parts subject to normal wear and tear. 
9.3 For used products purchased by the Purchaser, the Seller grants no guarantee or warranty on such products. 
9.4 Any labour performed on products or goods under guarantee will be carried out during normal working hours.

10. GUARANTEE EXCLUSIONS
10.1 Reference is made to Annexure A and / or Annexure B and / or Annexure C. 

11. VALIDITY OF QUOTATION
11.1 Unless otherwise specified on the face of this quotation document, this quotation will remain valid only if accepted by the Purchaser no longer than 30 days from the date of submission to the Purchaser.
11.2 Any alterations and amendments to this quotation shall not be binding unless agreed to in writing by the Seller.  Furthermore, the General Terms and Conditions of Sale of the Manufacturer shall apply and bind the Purchaser. 
11.3 The Purchaser warrants that he has read and understood the Manufacturers general Terms and Conditions of Sale and agrees to be bound thereto. 
11.4 This agreement shall only become binding when the acceptance clause is signed by a duly nominated representative from the Seller.
11.5 The acceptance by the Seller of this quotation, will be subject to parties mutually agreeing to the terms and conditions of this agreement.  

12. VALUE ADDED TAX
12.1 Value Added Tax (VAT) at the indicated rate, as determined by the legislation from the South African Revenue Services (SARS), is applied to all equipment quoted and is payable by the Purchaser upon the receipt of an invoice supplied by the Seller.

13. TERMS OF PAYMENT
13.1 Upon the successful commissioning and handover of the system(s), an invoice will be presented for the total contractual amount and is due for immediate payment upon presentation.
13.2 In the event of the delivery or installation of the equipment being delayed upon the request of the Purchaser, or for any reason attributable to actions of the Purchaser or to contractors of the Purchaser, it is agreed that payment for the full contract amount shall be effected within three (3) days after the equipment is delivered either to the Purchaser's installation site or nominated warehouse or within three (3) days from the date that the Seller's notifiies the Purchaser of the readiness of the system for installation.
13.3 Damages or loss during storage resulting from delays occasioned by the Purchaser will be at the sole risk of the Purchaser and will be charged for at a rate determined by the Seller.
13.4 In the event that the Purchaser's payment reaches the Seller later than the dates stipulated above, it is recorded that the Seller will charge the Purchaser interest on a basis of prime plus 3% points per annum, charged per month on the outstanding balance.
13.5 In the event that the Purchaser elects to pay on order, it is agreed that he will receive from the Seller a discount on amounts paid, calculated from payment date to date of commissioning of equipment or actual commissioning date, whichever occurs earlier.
13.6 In the event that the Purchaser enters into an agreement with a finance house or similar institution for the financing of the equipment forming the subject matter of this contract, it is agreed that the terms of this contract will be incorporated into any such agreement.
13.7 The Purchaser's obligations in terms of this contract will in no way be affected by the conclusion of any subsequent contract, save with the Seller's express consent in writing first being had and obtained.
13.8 The Purchaser hereby indemnifies the Seller in respect of any losses that the Seller may suffer as a result of the Purchaser entering into any subsequent contract with a finance house or similar institution.  A certificate issued by a director of the Seller shall be prima facie proof of such losses suffered.
14. ASSIGNMENT
14.1 Neither party to this agreement may assign any of its obligations under this Agreement without prior written consent from the other party.

15. EQUIPMENT OPERATION AND INDEMNITY

15.1 The Purchaser agrees that all the Equipment purchased under this Agreement, will be operated exclusively by duly qualified operators and / or doctors in a safe manner in accordance with Seller's written instruction, applicable laws and regulations, and for the sole purpose for which such Equipment was intended.
15.2 The Purchaser agrees to defend, indemnify, and hold the Seller's officers, directors and employees, harmless from and against all claims, demands, lawsuits, liabilities, judgements and costs (including reasonable attorney's fees, expert fees, and other litigation costs) arising out of or in connection with the Purchaser's negligent operation of the Equipment. 

16. ENTIRE AGREEMENT

16.1 This quotation contains the entire agreement between the parties and supersedes all prior and contemporaneous agreements between the parties, whether oral or written, relating to its subject matter, including, without limitation, all different or additional terms and conditions which may be contained in the Purchaser's bid documents, purchase order or any other documents furnished by the Purchaser. The provisions of this Agreement may not be modified unless in writing and executed by both parties. 

SA TERMS AND CONDITIONS ELECTRO-MEDICAL NON-CAPITAL EQUIPMENT INCLUDING CONSUMMABLES:

GENERAL:
This quotation document, together with the Terms and Conditions as detailed below, is applicable to various equipment being offered by TECMED AFRICA (Pty) Ltd, hereafter being referred to as 'The Seller', to the Equipment Purchaser, hereafter referred to as 'The Purchaser'. The various Equipment offered, is detailed by the relevant product brochures, product catalogs, product data and other marketing documentation enclosed (where applicable).  

1. TERMS AND CONDITIONS OF SALE
1.1 The Selling price is in South African Rand and is agreed to be reckoned as the net price including delivery and installation.  The selling price is subject to the base rates of exchange indicated in our quotation documentation.
1.2 Any variation between the disclosed rates of exchange and the rate of exchange applicable on date of payment by the Purchaser to the Seller will be to the Purchaser's account.  The rate of exchange is applicable on all imported goods. 
1.3 To cover the risk of increases in the rate of exchange, the Purchaser has the option to purchase Forward Cover.  The cost of the Forward Cover, if taken will be invoiced to the Purchaser for payment on demand.  The Seller will purchase Forward Cover on the Purchaser's behalf only if requested in writing by the Purchaser. 
1.4 Production by manufacturer will only commence upon confirmation that finance has been granted to the Purchaser and is available to the Seller.  

2. STATUTORY INCREASE
2.1 Any statutory increase on imports chargeable of whatsoever nature will be to the Purchaser's account and payable on demand. 
2.2 It is recorded that no surcharge is included in Purchase Price.  Should a surcharge be applicable, the cost thereof will be to the Purchaser's account and will be invoiced as per Bill of Entry and shall be payable on demand.  

3. FORCE MAJEURE
3.1 The Seller shall not be liable for any failure by it to perform any of its obligations under this agreement, should the failure be due to any cause beyond its reasonable control, including, but without being limited to any of the following:- 
Sanctions, strikes, lock-outs or other industrial action, sabotage, terrorism, civil commotion, riot invasion, war, threat of or preparation of war, fire, explosion, storm, flood, subsidence, epidemic or other natural physical disasters, impossibility of the effective and safe use of railways, shipping, aircraft, motor transport or other means of public or private transport, any act or policy of any State or Government or other authority having jurisdiction over either party. 
3.2 Upon occurrence of any delay or operation of a force majeure, the provisions of this contract which are affected, shall be suspended for as long as the cause in question continues to operate, provided that if that cause has not ceased to hinder performance within six (6) months from when it arose, this contract may be terminated by either party by giving the other fourteen (14) days notice, the Seller is able to perform it is agreed that no right of cancellation shall exist.  

4. INSTALLATION
4.1 The cost of the installation of the equipment is included in the purchase price.
4.2 The Seller will install all Equipment purchased by the Purchaser under this agreement and connect the equipment to existing electrical supply at no additional charge to the Purchaser, on condition that the installation site is prepared to requirements provided by the Seller.  
4.3 The Purchaser shall, at its own costs, obtain all permits and licences required by South African Government Authorities for the installation and operation of the equipment as well as to meet all legal requirements set out by the Directorate of Radiation Control Board.  

5. RISKS
5.1 The Purchaser accepts all responsibility for loss or damage to the goods from whatsoever cause immediately upon delivery to the contract site other than for damage caused by the workmanship of the Seller during installation.  The Purchaser shall be responsible for the goods in storage should it not accept delivery on due date.  

6. OWNERSHIP
6.1 Notwithstanding delivery of the goods sold by the Seller to the Purchaser, ownership shall remain vested in the Seller until full payment thereof has been received by the Seller.  
6.2 Until the goods have been fully paid for, it is agreed that the goods may be removed by the Seller and pending removal it is agreed that the Purchaser shall not be entitled to operate the goods.  The Seller may attend the premises where such goods are installed in order to remove such goods.  
6.3 Until the Seller has received full payment of the purchase price, the Purchaser will not remove all or any part of the Equipment from the Purchaser's premises, nor will the Purchaser sell, lease, transfer, or otherwise part with the possession of, or permit any lien or encumbrance to be placed on all or part of the Equipment.  

7. SPECIAL CONDITIONS FOR SOFTWARE
7.1 In the event that the Seller makes software products available as being included with the Sellers products then the rights to the software products remain at all times with the Seller.   
7.2 All rights and interests in any and all software supplied by the various equipment manufacturers under a Distributor's Agreement with the Seller, in equipment that may be furnished under this agreement by the Seller to the Purchaser, and any updates and enhancements to it, will remain the property of the manufacturer of the said equipment. 
7.3 Such software is being furnished to the Purchaser under a non-exclusive licence agreement. 
7.4 Software products and the associated documentation may not be passed on to third parties, except to an operator authorized by the Seller.  
7.5 The compensation for use of the software product is included in the selling price provided  no separate item is shown.  
7.6 The compensation for use refers to the software product made available for the first time with the product. 
7.7 Upgrades of existing equipment or system software are charged separately and will be invoiced by the Seller to the Purchaser for immediate payment.
7.8 The Purchaser will not allow others to decompile, modify, copy, reproduce or transcribe the software nor allow third parties to use the software without the original Manufacturers written consent. 
7.9 Upon request from the Seller, the Purchaser will execute an End-User Software Licence Contract, in a form to be mutually agreed between the parties. 
7.10 The regulations of this section do not apply for service software.  The rights of use of service software remains vested with the Seller and accordingly on conclusion of any contract covering the use of software, is to remain vested with the Seller. 
7.11 The signing of a further contract covering the use of software products against regular payments is required in the event that the Purchaser or third parties employed by the Purchaser perform service works on the products.  
7.12 Software maintenance and / or updates will not be chargeable if a full service and maintenance contract is in existence.  Should no such contract exist, the software maintenance and / or updates will be charged to the Purchaser at the Seller's then applicable rates.  

8. CANCELLATION OF ORDERS
8.1 Orders are firm and fixed and not subject to cancellation without the prior written consent of the Seller. 
8.2 Where cancellation of an order is accepted, the Purchaser will become liable to pay on demand, a cancellation fee equal to twenty five percent (25 %) of the selling price, in addition to the cost of shipping of the goods to be returned to the factory in the country of origin together with the exchange control loss, and payment is to be made for all banking charges incurred by the Seller. 

9. GUARANTEE
9.1 Subject to the correct handling and use of all equipment as indicated by the Manufacturers operator and safety manual (s) and subject to the  provisions of clause 10 below, it is agreed that  equipment sold in this agreement is guaranteed against defective material and workmanship from date of completion of installation or from the date of signature on the commissioning certificate, or after the first patient / examination is performed whichever occurs first on / and thereafter for a period of twelve (12) months.  
9.2 No guarantee is extended in respect of parts subject to normal wear and tear.  
9.3 For used products purchased by the Purchaser, the Seller grants no guarantee or warranty on such products.   
9.4 Any labour performed on products or goods under guarantee will be carried out during normal working hours.  

10. GUARANTEE EXCEPTIONS
10.1 Reference is made to Annexure A and / or Annexure B and / or Annexure C.
  
11. VALIDITY OF QUOTATION
11.1 Unless otherwise specified on the face of this quotation document, this quotation will remain valid only if accepted by the Purchaser no longer than 30 days from the date of submission to the Purchaser.  
11.2 Any alterations and amendments to this quotation shall not be binding unless agreed to in writing by the Seller.  Furthermore, the General Terms and Conditions of Sale of the Manufacturer shall apply and bind the Purchaser.   
11.3 The Purchaser warrants that he has read and understood the Manufacturers general Terms and Conditions of Sale and agrees to be bound thereto.  
11.4 This agreement shall only become binding when the acceptance clause is signed by a duly nominated representative from the Seller.  
11.5 The acceptance by the Seller of this quotation, will be subject to parties mutually agreeing to the terms and conditions of this agreement.  

12. VALUE ADDED TAX
12.1 Value Added Tax (VAT) at the indicated rate, as determined by the legislation from the South African Revenue Services (SARS), is applied to all equipment quoted and is payable by the Purchaser upon the receipt of an invoice supplied by the Seller.  

13. TERMS OF PAYMENT
13.1 Upon the successful commissioning and handover of the system(s), an invoice will be presented for the total contractual amount and is due for immediate payment upon presentation.
13.2 In the event of the delivery or installation of the equipment being delayed upon the request of the Purchaser, or for any reason attributable to actions of the Purchaser or to contractors of the Purchaser, it is agreed that payment for the full contract amount shall be effected within three (3) days after the equipment is delivered either to the Purchaser's installation site or nominated warehouse or within three (3) days from the date that the Seller's notifiies the Purchaser of the readiness of the system for installation.
13.3 Damages or loss during storage resulting from delays occasioned by the Purchaser will be at the sole risk of the Purchaser and will be charged for at a rate determined by the Seller. 
13.4 In the event that the Purchaser's payment reaches the Seller later than the dates stipulated above, it is recorded that the Seller will charge the Purchaser interest on a basis of prime plus 3% points per annum, charged per month on the outstanding balance.  
13.5 In the event that the Purchaser elects to pay on order, it is agreed that he will receive from the Seller a discount on amounts paid, calculated from payment date to date of commissioning of equipment or actual commissioning date, whichever occurs earlier.  
13.6 In the event that the Purchaser enters into an agreement with a finance house or similar institution for the financing of the equipment forming the subject matter of this contract, it is agreed that the terms of this contract will be incorporated into any such agreement.  
13.7 The Purchaser's obligations in terms of this contract will in no way be affected by the conclusion of any subsequent contract, save with the Seller's express consent in writing first being obtained.  
13.8 The Purchaser hereby indemnifies the Seller in respect of any losses that the Seller may suffer as a result of the Purchaser entering into any subsequent contract with a finance house or similar institution.  A certificate issued by a director of the Seller shall be prima facie proof of such losses suffered. 
 
14. ASSIGNMENT
14.1 Neither party to this agreement may assign any of its obligations under this Agreement without prior written consent from the other party.   

15. EQUIPMENT OPERATION AND INDEMNITY
15.1 The Purchaser agrees that all the Equipment purchased under this Agreement, will be operated exclusively by duly qualified operators and / or doctors in a safe manner in accordance with Seller's written instruction, applicable laws and regulations, and for the sole purpose for which such Equipment was intended.
15.2 The Purchaser agrees to defend, indemnify, and hold the Seller's officers, directors and employees, harmless from and against all claims, demands, lawsuits, liabilities, judgements and costs (including reasonable attorney's fees, expert fees, and other litigation costs) arising out of or in connection with the Purchaser's negligent operation of the Equipment.  

ACCESSORIES AND CONSUMABLE PRODUCTS

16. ACCESSORIES AND CONSUMABLE PRODUCTS WITH EXPIRY DATES
16.1 All accessories and consumables supplied to the Purchaser by the Seller with packaging that has been specifically sealed for hygiene,  security / sterility as well as to meet all legal requirements and is packaged with a expiry date, needs to be checked by the Purchaser prior to acceptance of the product by the Purchaser. 
16.2 The Purchaser is required by the Seller to check all product expiry dates prior to acceptance.  
16.3 Once the products that have been supplied by the Seller to the Purchaser pass their indicated expiry date, then these products cannot be returned to the Seller for full or partial credit unless specifically agreed to between the Purchaser and a Director of the Seller in writing.  
16.4 All consignment stock items and products belonging to the Seller delivered to the Purchaser’s site and signed as consignment stock by the Purchaser, will be jointly monitored by a nominated representative from the Seller and the Purchaser to ensure correct consignment stock rotation prior to avoid exceeding the product expiry date.  

17. CONSUMABLES AND ACCESSORIES WITHOUT EXPIRY DATES
17.1 Consumables, accessories and endoscope attachments are supplied with the understanding that they are semi-disposable and the circumstances surrounding their use are at the Purchaser's discretion.  
17.2 This precludes any guarantee from being offered on these items. 
 
18. SERIAL NUMBERS
18.1 Should products that are supplied by the Seller be labelled with a corresponding serial number, then the quantity, part number, description and corresponding serial number will be used on invoices to identify such products. Prices invoiced will include VAT at the current prevailing rate.  
18.2 Should products that are supplied by the Seller not be labelled with a corresponding serial number, then the part number and description will be used on invoices to identify such products.  Prices invoiced will include VAT at the current prevailing rate.   

19. STERILE PACKING AND BREAKING OF SEAL
19.1 All products supplied to the Purchaser with packaging that has been specifically sealed for hygiene, security / sterility as well as to meet all legal requirements needs to be checked by the Purchaser prior to acceptance of the product by the Purchaser.  
19.2 This is applicable to all stock sold by the Seller as well as consignment stock provided by the Seller to the Purchaser at the Purchaser's site.  
19.3 All purchased stock items as well as consignment stock with broken security / sterility seals may not be returned to the Seller for full credit. 
19.4 All consignment stock supplied by the Seller to the Purchaser that has been duly signed for by the Purchaser and remains on-site may not be returned to the Seller for credit, should the security / sterility seal be broken whilst the products are held at the Purchaser's site.  
19.5 Those consignment products belonging to the Seller and located at the Purchaser's site that are damaged, stolen or with the broken security / sterility seal will be invoiced by the Seller to the Purchaser at current prevailing market prices.  

20. DELIVERY
20.1 All goods sold by the Seller will be subject to availability.    
20.2 Products available as ex-stock items from stores of the Seller will be delivered as soon as possible following the receipt of the official order from the Purchaser.
20.3 Any delivery times quoted are deemed to be estimated delivery times only. Once a fixed delivery has been confirmed by the product supplier to the Seller, this delivery time will then be communicated to the Purchaser. 
20.4 Any special delivery instructions agreed upon between the Seller and the Purchaser will result in the Purchaser being liable for full extent of all additional delivery charges.  
20.5 The Seller shall not be liable for damages, shortages or loss of the goods delivered or held for delivery unless it receives an itemized fault list and claim within 7 days from date of delivery.  

21. CASH ON DELIVERY PAYMENTS
21.1 For Cash on Delivery (COD) Purchaser's, no goods will be delivered until payment has been received in full.

22. PAYMENT
22.1 Payment for the full outstanding amount is to be made within 30 days from invoice date. 
22.2 For any arrears payments on outstanding invoices, it is recorded that Seller will charge the Purchaser interest on a basis of prime plus 3% points per annum, charged per month on the outstanding  balance.  

23. OWNERSHIP OF SUPPLIED GOODS
23.1 The goods delivered, will remain the property of the Seller, until fully paid for by the Purchaser. 

24. VALIDITY OF QUOTED PRICES
24.1 Prices quoted are valid for 30 days from the quotation date hereof.  
 
25. CANCELLATION OF ORDERS
25.1 Orders are firm and fixed and not subject to cancellation without the prior written consent of the Seller. 
25.2 All order cancellations will bear an agreed cancellation fee of twenty five (25%) of the gross order value. 
25.3 Where cancellation of an order is accepted, the Purchaser will become liable to pay on demand, a cancellation fee equal to twenty five percent (25 %) of the selling price, in addition to the cost of shipping of the goods to be returned to the factory in the country of origin together with the exchange control loss, and payment is to be made for all banking charges incurred by the Seller.  

26. CHANGES TO STANDARD TERMS AND CONDITIONS
26.1 The above Terms and Conditions cannot be altered unless in agreement with a Director of the Seller in writing.  

27. DISPUTES

27.1 The parties hereby agree to the jurisdiction of the Magistrate's court to hear any dispute between the 
parties even though the amount in dispute may exceed the jurisdiction of the Magistrate's Court at any given time.   
27.2 In the event that the Seller is forced to proceed with legal action against the Purchaser as a result of
the Purchaser's default, it is agreed that the Seller may claim from the Purchaser full attorney client costs.  

28. ENTIRE AGREEMENT

28.1 This quotation contains the entire agreement between the parties and supersedes all prior and contemporaneous agreements between the parties, whether oral or written, relating to its subject matter, including, without limitation, all different or additional terms and conditions which may be contained in the Purchaser's bid documents, purchase order or any other documents furnished by the Purchaser. The provisions of this Agreement may not be modified unless in writing and executed by both parties.