Terms and Conditions of Sale

The sale of Products and any related services by Otto Wireless Solutions CC (Hereinafter referred to as OWS) are subject to these terms and conditions, regardless of any other or additional terms or conditions that conflict or in any way contradict this Agreement in any purchase order, document or other form of communication (including, without limitation, the Customer's standard Terms and Conditions). Customer terms and conditions which may exist on any of, but not limited to, the aforementioned documents (for example: Customer Written Purchase Orders) and/or OWS's failure to object to conflicting or additional terms will not alter the terms of this Agreement in any way. This Agreement shall be the sole Agreement between OWS and the Customer, and to the extent that the provisions hereof conflict with any other any provisions of any of the Customer Terms, the provisions of this Agreement shall prevail.


1. ORDERS



Quotations issued by OWS are not offers to sell goods, but are invitations to do business with OWS in line with these Terms and Conditions, and are subject to change without notice at any time. All orders issued by customers to OWS are subject to acceptance by OWS. OWS's written acceptance or execution of a Customer Order constitutes a contract which is subject to this Agreement. All orders issued to OWS are non-cancellable, non-reschedulable and non-refundable, unless by written agreement with Senior Management of OWS. OWS reserves the right to allocate the sale of any and all Products among its customers.
Should the Customer place a telephonic order on OWS, OWS will require such order to be confirmed in writing prior to acceptance thereof.


2. PRICES



All prices exclude VAT and delivery charges.
Prices are subject to change at any time, without notice. Prices quoted are for the Product or service only, and are quoted in South African Rands for quotes issued to customers within the borders of South Africa, or in the applicable foreign currency in the case of a quote being issued outside the borders of South Africa. Prices quoted do not include VAT, shipping charges, freight, duties, customs clearing charges, fees for special packaging, permits, customs declarations and registration (collectively, “Additional Fees”). The Customer is responsible for all additional fees and is obliged to pay to OWS, in addition to the contract price herein, the amounts of tax, duty or other charges of any nature whatsoever imposed by law, regulation or enactment of whatsoever nature comes into force on a date after the date on which any price charged is determined. OWS shall be entitled to increase the Product price in order to make provision for any increases in cost arising as a result of or during the period of any delay or special request by the Customer. Any expenses incurred by OWS as a result of modifications or altering the products, quantities or specifications for standard goods shall be added to the Product price and be for the Customer's account.


3. TERMS OF PAYMENT



Payment for the total invoice amount, without any offset or deduction, is due as per the terms of credit provided to each individual customer, and which has been confirmed in writing to each customer. OWS reserves the right to:
(i) charge the customer interest for any overdue payments, from the payment due date to the date of payment at 2% above the prime overdraft bank rate charged by OWS’s bank per annum, compounded monthly in arrear, or the maximum amount that is allowed under the applicable law if OWS’s interest rate is deemed invalid;
(ii) charge the customer reasonable attorney fees and collection costs;
(iii) withhold delivery of any orders pending settlement of all overdue amounts.
(iv) OWS may, at any time and at its sole discretion, change the terms of the Customer’s credit, request financial data or bank guarantee (or other forms of security) from the Customer, or suspend delivery of any outstanding Orders of the Customer. If a customer has multiple accounts (for example: an account with credit terms and a set credit limit, and a COD account for use when the account with credit terms has reached its credit limit), OWS may apply payments to any of the Customer’s accounts. If a Customer defaults on any due payments, OWS may, at its sole discretion, reschedule or cancel any pending or outstanding orders / deliveries and declare all outstanding invoices due and payable immediately. Any credit terms provided by OWS to any customer in respect of that Customer’s account will expire if the credit is unused for a period of twelve (12) months following the date of issuance of such credit.


4. DELIVERY AND TITLE



Unless otherwise specified by OWS in writing, all deliveries to customers are ex works from OWS’s warehouse in Randburg, Gauteng, South
Africa. Title and risk of loss and / or damage pass to the Customer upon delivery of the Products to the customer, or to the customer’s
nominated representative which includes but is not limited to any courier service. Ownership of the goods shall not pass to the customer until
the entire contract price (including interest, if applicable) in respect of the goods in question has been paid in full, subject to clause 3. Delivery
dates provided by OWS on, but not limited to, quotes, order confirmations, order re-confirmations and any other forms of communications, are
estimates only, and subject to factors outside the control of OWS, including but not limited to, on-time supplier despatch, availability of flights for
cargo, customs clearance delays or Acts of God. OWS shall use its reasonable endeavours to meet the estimated delivery dates, but is in not
liable for delivery delays and reserves the right to make partial deliveries, and the Customer will accept delivery and pay for the Products
delivered. A delayed delivery of any part of nay order does not entitle the Customer to cancel or amend the order, or any other orders or
deliveries.


5. OWS’S LIMITED WARRANTY



OWS will pass on to the Customer and transferable Product Warranty, related Indemnities and any Remedies provided to OWS by the
manufacturer, including same for any intellectual property infringement. In the case of OWS providing Products which are designed by, or which
design is managed by OWS, OWS warrants that for a period of 90 days the Product will conform to the written specifications which OWS has
published for such Products. With specific reference to GSM Products, OWS warrants that such GSM finished Products provided by OWS have
been subjected to a reasonable level of due diligence testing so as to assure clients of GSM connectivity, but such due diligence testing cannot
take into consideration unknown infrastructural upgrades which may take place within GSM Service Provider Infrastructure, and such upgrades
may have a detrimental effect on the functionality of affected Products. In the event of such a situation, or similar, arising, OWS warrants that it
will engage with the Customer and the Service Provider in order to restore connectivity, but cannot provide any guarantees with regard to the
connectivity itself.

OWS warranty does not cover breakage / damage as a result of User Damage resulting from malicious or negligent acts or similar, or damage
as a result of Acts of God. OWS shall be relieved of all warranty obligations if (i) repairs / modifications have been made to the Product without
OWS’s prior written consent for such repairs / modifications to take place; (ii) any Products are operated with an accessory, equipment or part
not specifically supplied or approved in writing by OWS; (iii) any Products have not been operated or maintained in accordance with the
supplier’s instructions, manufacturer’s specifications or under normal use; (iv) Products were not properly installed; (v) Products have been
operated for purposes other than the purpose for which they were designed to be used.

To the extent permitted by law, OWS makes no other warranty, express or implied, such as but not limited to fitness for Customer’s purpose or
non-infringement.

The Customer’s sole remedies for breach of OWS’s warranty are, at OWS’s choice, (i) repair the Product; (ii) replace the Product; or (iii) refund
the Customer the purchase price of the Product/s.


6. DESIGN AND MANUFACTURE



Should OWS engage with a client with a view to manage the realisation of their finished product:
(i) OWS shall be entitled to claim the usual tolerances customary in the trade on all dimensions;
(ii) if no detailed drawings, user requirements of specifications can be provided by the Customer, the requirements shall be agreed
between the parties in writing;
(iii) any changes to the agreed design and specifications of any Product shall be agreed to in writing.
The Customer is the final authority in regard to specifications for custom designed products, and all input provided by OWS is suggestions only,
and does not constitute product performance warranties. The Product conforming to the Customer’s technical specifications is not a guarantee
on OWS’s part that the product will perform in line with the Customer’s expectations, as the final implementation / deployment of the Product is
the Customer’s responsibility and has a direct influence on the Product performance (for example: an installer may render a fault-free Product
useless through an incorrect installation).


7. PRODUCT RETURN



The Customer shall be obliged to inspect all Products upon receipt thereof and shall endorse the delivery note as to any missing or damaged stock. No claims for missing or damaged goods shall be valid unless OWS’s delivery note has been endorsed as aforesaid and unless, in addition, the Customer notifies OWS within 3 business days of receipt of the Products of the claim in question. The Customer may return Products to OWS only after it has been agreed upon in writing by OWS. The Customer must notify OWS in writing of any visual damage to the Product, shortage or other discrepancy (“Visual Defect”) within the 3 business day period as aforesaid, otherwise the Customer is deemed to have accepted the Products and acceptance may not be revoked. Product return as a result of a warranty claim requires written notice from the Customer to OWS within the warranty period detailing the Product defect. Once the return is agreed to by OWS, in writing, the Customer must return the Product to OWS in its original packaging, along with proof of purchase, within the warranty period. All freight costs for returning products are for the Customer’s account. OWS will test the Product/s and provide the Customer with technical feedback within 5 working days, and based on the test results OWS will, at its sole discretion take further actions (such as, but not limited to non-replacement in the event of damage deemed to be outside of warranty terms, repair, replacement or refund in the event of damage deemed to be manufacturing fault) and inform the customer of such actions accordingly. In respect of Products being returned to Customer, repaired, replaced or otherwise, it is the Customer’s responsibility to collect or arrange collection of such products at their own cost. Should OWS effect delivery of product, such delivery may incur a delivery charge. In the event of the Customer advising a technical fault on a Product, in the event of OWS testing such Product and determining that the Product is fault-free, OWS reserves the right to charge the Customer R250 per hour or part thereof in respect to testing carried out, and such charge will be invoiced to the Customer and is due for payment in advance of the fault-free product being returned to the Customer.

Should the Customer fail or refuse to take delivery of Products which they have ordered, or fail or refuse to furnish the necessary information to enable delivery thereof to be affected, then upon notification from OWS to the Customer that the Products are ready for delivery: (i) the Products shall be deemed to have been delivered to the Customer; (ii) the risk in such Products shall pass to the Customer; (iii) the Customer shall be responsible to pay the contract price for such Products to OWS; (iv) the Customer shall be liable for all expenses, losses and / or damage suffered or incurred by OWS as a direct or indirect result of the failure and / or refusal by the Customer to take delivery of the Products which they have ordered, and (v) OWS reserves the right to charge storage charges in line with the aggregate rental space per square metre as per OWS’s premesis lease or property value for any Products for which the Customer refuses to accept delivery.

OWS reserves the right to impose a handling charge of up to and including 20% for Customer returns and / or order cancellations which OWS confirms and agrees to in writing, and such handling charge will form a part of the aforesaid written confirmation.


8. LIMITATION OF LIABILITY



To the extent permitted by law, neither OWS nor its employees or agents are liable for and the Customer is not entitled to any indirect, special, incidental or consequential damages; for example, loss of profits or revenue, loss of data, loss of use, rework, manufacturing expense, injury to reputation, or loss of customers. To the extent permitted by applicable law, Customer’s recovery from OWS for any direct damages will not exceed the price of the original purchase price of the Products at issue. Customer will indemnify, defend and hold OWS harmless from any claims based on, but not limited to, (i) OWS’s compliance with Customer’s designs, specifications or instructions, (ii) modifications of any Product other than by OWS, or (iii) use of Products in combination with other products or in violation of clause 10 below.


9. FORCES BEYOND OWS’S CONTROL



OWS is not liable for failure to fulfil its obligations under this Agreement due to causes beyond its reasonable control (for example: Acts of God or nature, acts or omissions of the Customer, operational disruptions, man-mad or natural disasters, materials shortages, strikes, criminal acts, delays in delivery or transportation or inability to obtain products or support through its regular sources).


10. USE OF PRODUCTS AND TECHNICAL SUPPORT



The Customer shall comply with the manufacturer or supplier’s Product specifications. Products are not authorized for use in critical safety or other applications where a failure may reasonably be expected to result in personal injury, loss of life or serious property damage. If a Customer uses or sells the Products for use in such applications or fails to comply with the manufacturer’s Product specifications, Customer acknowledges that such use, sale, or non-compliance is at Customer’s sole risk. It is specifically noted that OWS sells wireless connectivity devices intended both for Commercial Use and Industrial Use, and that using a product intended for Commercial Use in an Industrial Environment renders the product warranty void. Such Commercial Products are generally, but not always, characterised by maximum operating temperatures not exceeding 50ºC and are encased in plastic enclosures. Unless otherwise stated by OWS, all Products are deemed to be commercial products, unless otherwise confirmed in writing by OWS.

If the Customer requires any modification or addition to any of OWS’s Products, OWS shall have the sole and absolute discretion to accept or reject such proposed modification or addition. Any proposed modification or addition by the Customer must be furnished to OWS in writing and agreed to by both parties.

If technical support is required by the customer, such support can be provided by OWS who may, at their sole discretion, provide such support free of charge, or as a charged service. In the event of the service being charged to the Customer, OWS will provide a written quotation for support to the customer, based on an estimation of time required for the support, and payment for such support is due in advance of the technical support commencing.


11. EXPORT / IMPORT



Some products sold by OWS are qualified to operate within the borders of South Africa. In the event of the Customer purchasing products from OWS for the intention of operating such products outside the borders of South Africa, it is the Customer’s responsibility to ensure that the product complies with all operating conditions and regulations within the respective export area, and is the Customer’s responsibility to comply with all Export Laws, obtain any relevant license, permit or authorization required to operate, transfer, sell, export, re-export or import the Products and related documentation into the intended export area.


12. PRODUCT INFORMATION



Product information such as but not limited to statements or advice (technical or otherwise), advertisement content, and information related to a Product’s specifications, features, uses or conformance is provided by OWS on as “as is” basis and does not form a part of the properties of the Product. OWS makes no representation as to the accuracy or completeness of the Product information and disclaims all representations, warranties and liabilities under and theory with respect to the Product information. OWS recommends the Customer validate any product information before using or acting on such information, and further recommends the Customer test and qualify any product, commercial or industrial, within their specific environment prior to placing orders for production volumes of any product. All Product information is subject to change without notice at any time. OWS is not responsible for typographical or other errors or omissions in any Product information.


13. DOCUMENTATION



All documentation including, but not limited to, specifications, contracts, quotations, electronic messaging interchange and other documents furnished by OWS are confidential and shall remain the property of OWS and shall be deemed to have been imparted in trust to the Customer for the sole use of the Customer; the copyright of all such documentation vests in OWS.


14. GENERAL



14.1 This Agreement shall be governed, construed and enforced in accordance with the Laws of the Republic of South Africa. The courts of the Republic of South Africa shall have jurisdiction and venue over all controversies arising out of, or relating to, this Agreement.
14.2 Customer may not assign this Agreement without the prior written consent of OWS.
14.3 This Agreement can only be modified in writing signed by authorized representatives of both OWS and the Customer.
14.4 OWS and the Customer are independent contractors and agree that this Agreement does not establish a joint venture, agency relationship or partnership.
14.5 OWS’s failure to object to any document, communication, or act of the Customer will not be deemed a waiver of these Terms and Conditions of Sale.
14.6 The unenforceability of any of these Terms of Conditions will not affect the remainder of the Terms and Conditions.
14.7 Products, including software and other intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses, and the Customer will comply with such rights.
14.8 Customer and OWS will comply with applicable laws and regulations.