Terms & Conditions

STANDARD TERMS AND CONDITIONS OF SUPPLY

1. Catalogue/Credit Offers, Quotations and Agreement

1.1 The Purchaser acknowledges and agrees:

(a) that the Catalogue and/or approval of a Credit Limit by Sat-Com following a request for a credit facility received from The Purchaser in the form specified by Sat-Com constitutes an offer by Sat-Com to sell the Products to The Purchaser on the terms and conditions set out in these Standard Terms and Conditions of Supply, at the standard Prices for the Products set by Sat-Com which are current on the date The Purchaser submits an Order to Sat-Com, as notified by Sat-Com to The Purchaser (subject always to clause 2.1 below) (Catalogue/Credit Offer); and

(b) that the Catalogue/Credit Offer may be accepted by The Purchaser at any time by submitting an Order with Sat-Com.

1.2 By submitting an Order in response to a Catalogue/Credit Offer, The Purchaser warrants and represents to Sat-Com that:

(a) it has been provided with a copy of Sat-Com's current Product Price list and that it has reviewed this list prior to submitting the Order; and

(b) it has read and understood these Standard Terms and Conditions of Supply prior to submitting the Order, and agrees to be bound by them in full.

1.3 In addition to the Catalogue/Credit Offer, Sat-Com may, in its discretion and following a request by The Purchaser, make an offer to The Purchaser for the sale of Products by issuing a Quotation. Unless otherwise specified in the Quotation issued by Sat-Com to The Purchaser (if any) or agreed to in writing by Sat-Com, all Quotations issued by Sat-Com are valid for 30 days from the date of issue (Acceptance Period). The Purchaser must accept a Quotation by submitting an Order with Sat-Com during the Acceptance Period. Any Quotation not accepted by The Purchaser during the Acceptance Period will lapse.

1.4 A contract between Sat-Com and The Purchaser for the supply by Sat-Com, and the purchase by The Purchaser, of the Products will come into existence:

(a) in cases where a Quotation is issued by Sat-Com, on the date The Purchaser accepts the Quotation by submitting a valid Order with Sat-Com within the Acceptance Period; and

(b) in all other cases, on the date that The Purchaser submits a valid Order with Sat-Com, in response to the Catalogue/Credit Offer.

1.5 Sat-Com will determine in its sole discretion whether an Order Form has been validly completed and submitted by The Purchaser.

1.6 The contract will comprise:

(a) these Standard Terms and Conditions of Supply;

(b) the Quotation issued by Sat-Com, if any;

(d) the invoice issued by Sat-Com to The Purchaser, to the exclusion of any other terms and conditions (including but not limited to any variations to either these Standard Terms and Conditions or the terms of the Quotation or the Catalogue/Credit Offer (as applicable) purported to be made by The Purchaser in the Order) and apart from any terms, conditions or guarantees implied or provided for by applicable law which cannot lawfully be excluded. Sat-Com may (but is not obliged to) issue an Order Acknowledgement to The Purchaser, confirming the terms of the contract.

1.7 In the event of an inconsistency between any of the documents listed in clause 1.6 above, the terms of these Standard Terms and Conditions will prevail to the extent of the inconsistency, with the terms of the Quotation (if any) prevailing thereafter. To the extent of any inconsistency between the document in clause 1.6(c) and 1.6(d) above, the document described in clause 1.6(d) will prevail.

1.8 Neither this Agreement nor any Order that has been submitted can be cancelled by The Purchaser except with the prior written consent of Sat-Com. Sat-Com can cancel and terminate any Order or this Agreement in its sole discretion, without penalty, if it considers that an Order Form has not been validly completed and/or submitted by The Purchaser.

2. Prices

2.1 Prices specified by Sat-Com for the Products in a Quotation or any current Product Price list issued by Sat-Com, as applicable, are based upon the prevailing currency exchange rates generated by the Sat-Com system. Subject to Sat-Com deciding in its sole discretion that it would be fair and reasonable in the circumstances to do so, Sat-Com may pass on any variation in currency exchange rates to The Purchaser in any invoice issued in accordance with clause 3.2.

2.2 If a Quotation has been issued by Sat-Com, The Purchaser acknowledges that it has been repared by Sat-Com on the basis of, and in reliance upon, the information provided by The Purchaser, and further acknowledges that the provision of incomplete or misleading information by The Purchaser, unforeseen circumstances, misinterpretations, variations and similar events may result in charges additional to those set out in the Quotation being payable by The Purchaser for the Products. The Purchaser agrees to pay any such additional amounts to Sat-Com, in full.

2.3 Unless otherwise expressly specified by Sat-Com, all prices stated are exclusive of Product delivery costs and freight charges.

3. Payment

3.1 The Purchaser is solely responsible for payment of all freight, insurance, delivery costs, Taxes and other charges levied or payable in respect of the Products, unless otherwise agreed by the parties in writing.

3.2 Sat-Com will invoice The Purchaser for the Order Value of the Order at any time following receipt of such Order.

3.3 Unless otherwise stated in the Quotation the due date for payment by The Purchaser to Sat-Com for the Order (Due Date) is as follows:

(a) 30 days from the date on which the invoice was issued, if the following conditions are satisfied at the time that the Order was submitted to Sat-Com (i) The Purchaser has a pre-approved credit facility with Sat-Com and (ii) the Order Value, combined with any outstanding payments due to Sat-Com by The Purchaser at the time of the Order, fall within The Purchaser’s approved Credit Limit; and

(b) in all other cases, payment is immediately due at the time that The Purchaser places the Order with Sat-Com.

3.4 If the Purchaser fails to make any payment by the Due Date, then, without prejudice to any other right or remedy available to Sat-Com, Sat-Com may, in its sole discretion elect to:

(a) suspend any further deliveries to The Purchaser arising from the Order;

(b) cancel the Order for Products not yet supplied to The Purchaser in whole or in part by Sat-Com;

(d) appoint a receiver or receiver and manager to do anything the law allows a receiver or receiver and manager to do;

(e) charge The Purchaser interest (both before and after any judgement) on the unpaid amount at the rate of 10% per annum until payment is made in full; and/or

(f) withdraw any Credit Limits or credit facilities previously approved and extended to The Purchaser.

4. Delivery

4.1 Unless otherwise stated in any Order Acknowledgement issued by Sat-Com to The Purchaser, Sat-Com will deliver the Products to The Purchaser in the manner (i) specified in the Order or (ii) if a Quotation has been issued, in the manner specified in the Quotation, regardless of what is stated in the Order submitted by The Purchaser.

4.2 Sat-Com will use its reasonable endeavors to deliver the Products described in the Order on the delivery date requested by The Purchaser.

4.3 Risk of damage to or destruction or loss of the Products will pass to The Purchaser at the time of delivery to The Purchaser or its nominated carrier, as appropriate.

4.4 Notwithstanding delivery and the passing of risk in the Products, the parties acknowledge and agree that the title to, and property and ownership of, the Products supplied under this Agreement will not pass to The Purchaser until Sat-Com has received, in cleared funds, payment in full for the Products and any other sums which are or may become due to Sat-Com under this Agreement or any other agreement or arrangement between the parties.4.5 Until such time as full title, property and ownership of the Products passes to The Purchaser in accordance with clause 4.4, and while the Products remain in The Purchaser’s full control and possession:

(a) The Purchaser must hold the Products as Sat-Com’s fiduciary agent and bailee;

(b) The Purchaser must keep the Products properly stored, protected and insured;

(c) Sat-Com may at any time after payment is overdue require The Purchaser to deliver up the Products to Sat-Com and, if The Purchaser fails to deliver up the Products immediately, Sat-Com may enter the premises of The Purchaser or any third party where the Products are stored and repossess them; and

(d) The Purchaser must not pledge or in any way charge by way of security for any indebtedness, any of the Products which remain the property of Sat-Com. If the Purchaser does pledge or in any way charge by way of security for any indebtedness any of the Products for which property and ownership has not passed to The Purchaser, all moneys owing by The Purchaser to Sat-Com will (without prejudice to any other right or remedy of Sat-Com) immediately become due and payable to Sat-Com.

5. PPSA

5.1 The Purchaser acknowledges that until such time as full title, property and ownership of the products passes to The Purchaser under clause 4.4, this Agreement constitutes a Security Agreement for the purposes of the PPSA, and Sat-Com has a Security Interest in the Products.

5.2 Without limiting clause 17.6, The Purchaser agrees to do such things as Sat-Com may require from time to time to ensure that any Security Interest of Sat-Com arising from or connected with this Agreement is Perfected under the PPSA for whatever period Sat-Com determines in its sole discretion, including signing documents and providing Sat-Com with all further information required to enable Sat-Com to register its Security Interests on the PPS Register, and to otherwise protect Sat-Com's position under the PPSA. The Purchaser must keep Sat-Com fully informed of all relevant information regarding it and its activities, including by providing not less than 14 days’ notice in writing of any proposed change in its name or contact details, and immediately advising Sat-Com of material changes in its business activities.

5.3 The Purchaser agrees to indemnify Sat-Com for all expenses incurred by Sat-Com in registering its Security Interests on the PPS Register, and will reimburse Sat-Com for all such expenses immediately upon demand.

5.4 The Purchaser waives its rights under section 157 of the PPSA to receive a notice in relation to the registration events to which section 157(3)(a) of the PPSA applies, including without limitation, the right to receive a copy of a verification statement confirming registration of a financing statement or financing change statement relating to the Security Interest created by this Agreement.

5.5 The Purchaser agrees that nothing in sections 118, 121(4), 125, 130, 142 or 143 of the PPSA will apply to this Agreement or any Security Interest in the Products created by this Agreement, and waives its rights to receive any of the following documents:

(a) a notice of removal of an accession under section 95 of the PPSA;

(b) a notice of an intention to seize collateral under section 123 of the PPSA;

(d) a statement of account under section 132(3)(d) of the PPSA;

(e) a statement of account under section 132(4) of the PPSA;

(f) a notice of retention of collateral under section 135 of the PPSA; and

(g) any notice from Sat-Com under each of the provisions listed in section 144 of the PPSA.

6. The Purchaser's Obligations

6.1 Sat-Com and The Purchaser agree that The Purchaser:

(a) is solely responsible for consideration and validation of Product designs and Product functionality, to confirm suitability for particular applications, as desired by The Purchaser;

(b) must advise Sat-Com of all statutory, regulatory and other official standards and/or requirements which the Product must comply with, at the time of submitting the Order to Sat-Com and immediately upon becoming aware of these at any other time; and

(c) must provide Sat-Com with any other information which Sat-Com may request in respect of the intended application/use of the Products.

7. Warranty

7.1 Sat-Com agrees to provide the International Product Warranty in respect of the Products.

7.2 The International Product Warranty will not apply in the event of termination of this Agreement by Sat-Com pursuant to clauses 12.4, 13.3 or 15.3.

8. Exclusion and Limitations of Liability

8.1 The Purchaser acknowledges and agrees that notwithstanding clause 4.2, any delivery dates quoted by Sat-Com for delivery of the Products are approximate only, and will not be binding upon Sat-Com.

8.2 Sat-Com does not exclude or limit the application of any provision of any applicable statute, legislation or other regulation (including the Competition and Consumer Act 2010 (Cth) and its Schedules and Regulations) where to do so would contravene that statute, legislation or regulation or cause any part of this clause to be void and nothing in this Agreement is to be interpreted as doing so.

8.3 Subject always to clause 8.2, to the extent permitted by law Sat-Com excludes from this Agreement:

(a) all conditions, warranties, guarantees and terms implied by statute, general law, international convention or custom, except any implied term, condition, guarantee or warranty the exclusion of which would contravene any statute or cause this clause to be void (Nonexcludable Condition);

(b) all liability to The Purchaser for consequential or indirect damages arising out of or in connection with this Agreement even if Sat-Com knew they were possible, or they were otherwise reasonably foreseeable, and including without limitation, loss of profits and damage suffered as a result of claims by any third person, such as a customer of The Purchaser; and

(c) all liability to The Purchaser in negligence for acts or omissions of Sat-Com, its employees, agents and contractors arising out of or in connection with this Agreement.

8.4 To the extent permitted by law, Sat-Com will not be responsible for any consequences of any modification to the Products (whether or not authorized) or for any loss, damage or claim arising from such actions. The Purchaser agrees to indemnify, defend and hold harmless Sat-Com against any and all claims, demands, suits, causes of action, damages and legal fees (on a solicitor-own client basis) or expenses or costs whatsoever arising, directly or indirectly, from any modification of the Products, and unconditionally frees, releases and discharges Sat-Com and its officers, agents, contractors and employees from any claim or cause of action arising in connection with such matters, to the fullest extent permitted by applicable law.

8.5 To the extent permitted by law, Sat-Com will not be liable or otherwise responsible for any loss, accident, damage or injury arising in connection with The Products, or any failure of the Products to operate in the manner required by The Purchaser, whether or not caused by a defect or fault in the Products or due to Sat-Com's negligence. The Purchaser unconditionally frees, releases and discharges Sat-Com and its officers, agents, contractors and employees from any claim or cause of action arising in connection with the use of the Products by The Purchaser, to the fullest extent permitted by applicable law.

8.6 To the extent permitted by law, Sat-Com’s liability to The Purchaser for breach of any Non-excludable Condition which is applicable (and other than one implied by sections 51, 52 or 53 of Schedule 2 of the Competition and Consumer Act 2010 (Cth)) is limited to any one of, at Sat-Com’s option, repairing or replacing the Products in respect of which the breach occurred, supplying equivalent products, payment of the cost of replacing the Products or acquiring equivalent products, or payment of the cost of having the Products repaired.

8.7 Notwithstanding anything to the contrary in this Agreement, and to the extent permitted by law, Sat-Com’s maximum liability to The Purchaser for any cause of action or claim in connection with the Products or this Agreement shall be limited to a total aggregate amount equal to the Order Value of the Order in connection with which the cause of action or claim arose.

9. Intellectual Property

9.1 The Purchaser expressly acknowledges and agrees that Sat-Com is the sole proprietor and owner of all existing and future Intellectual Property Rights associated with the Products (including all modifications and improvements), and that this Agreement does not grant or transfer to it any rights to the Intellectual Property Rights associated with the Products.

9.2 The Purchaser must not copy, reverse engineer, improve, enhance, develop, refine, modify or otherwise alter any aspect of the Products or any Intellectual Property Rights associated with the Products, or permit or assist a third party to undertake any of these actions.

9.3 Notwithstanding anything to the contrary in this Agreement, The Purchaser acknowledges and agrees that Sat-Com will own all rights in any improvements, enhancements developments, modifications or refinements to the Products or associated Intellectual Property Rights developed or created by The Purchaser, and The Purchaser will have no claim to such materials. The Purchaser agrees that it will execute, procure and deliver to Sat-Com all assignments required to give effect to this clause 9.3, and hereby waives any and all rights to any such improvements, developments, enhancements modifications or refinements.

10. Confidentiality

10.1 Each party:

(a) may use Confidential Information of the other party solely for the purposes of this Agreement;

(b) must keep confidential all Confidential Information of the other party; and

(c) may disclose Confidential Information of the other party only to (i) employees and contractors who (A) are aware and agree that the Confidential Information of the other party must be kept confidential and (B) either have a need to know (and only to the extent that each has a need to know), or have been specifically approved by the other party, or (ii) as required by law or stock exchange regulation.

10.2 Each party must notify the other party immediately once it becomes aware of any breach of confidentiality and must take all reasonable steps necessary to prevent further unauthorized use or disclosure of the Confidential Information.

11. Taxes and Government Charges

11.1 The amounts payable by The Purchaser to Sat-Com for, or in connection with this Agreement do not include any amounts on account of Taxes and Duties. The Purchaser shall be solely liable for and shall pay, when due and payable, all Taxes and Duties which may be imposed in relation to the Products, or which is assessed or chargeable in respect of this Agreement and any associated documents or transactions.

11.2 The Purchaser agrees to indemnify Sat-Com in respect of any liability for Taxes and Duties, and shall pay any Taxes and Duties notified to it by Sat-Com immediately upon request. The Purchaser must provide Sat-Com with all necessary tax invoices, receipts and other documentation as required by Sat-Com in accordance with applicable laws, legislation and regulations.

11.3 In the case of VAT payable in Namibia, if applicable, The Purchaser must pay to Sat-Com an additional amount on account of VAT equal to the amounts payable by The Purchaser for the Supply multiplied by the prevailing VAT rate. Notwithstanding anything to the contrary in this clause, The Purchaser is not required to pay any additional VAT amount until such time as The Purchaser has been provided with a tax invoice by Sat-Com, which is in an approved form for VAT purposes.

11.4 The additional amounts due to Sat-Com on account of Taxes and Duties are payable at the same time and in the same manner as the price and any other amounts payable by The Purchaser are required to be paid to Sat-Com under this Agreement.

12. Government Approvals

12.1 Sat-Com agrees, at its cost, to use its reasonable endeavours to obtain all necessary export licences, clearances and other consents and approvals from Government Agencies which are necessary for the sale and supply/export of the Products to The Purchaser. The Purchaser agrees to complete and provide to Sat-Com any documentation required by Sat-Com to obtain any required approvals and consents.

12.2 The parties agree that Sat-Com's obligations under this Agreement are conditional upon Sat-Com being issued all necessary export licences, clearances and other consents and approvals by the relevant Government Agencies. In the event that Sat-Com is unable to secure all necessary licences, clearances, permits, approvals and other necessary consents from appropriate Government Agencies, Sat-Com shall be entitled to immediately terminate this Agreement by written notice, and Sat-Com shall not be required to supply the Products to The Purchaser. In no circumstances shall Sat-Com be liable to The Purchaser or any other person for any loss or damage (including without limitation indirect or consequential loss or loss of profits) arising in connection with Sat-Com's failure to obtain any necessary documentation from Government Agencies required for the sale and supply/export of the Products to The Purchaser, or the termination of this Agreement pursuant to this clause 12.2, and The Purchaser unconditionally frees, releases and discharges Sat-Com and its officers, agents, contractors and employees from any claim or cause of action arising in connection with Sat-Com's failure to obtain any export licence, clearances and other necessary consents and approvals from appropriate Government Agencies.

12.3 The Purchaser is solely responsible, at its sole cost and expense, for ensuring that the Products meet the requirements of any country into which they are imported, and must obtain and maintain any necessary import licences and permits, and all other clearances and consents from Government Agencies required for the acquisition and use of the Products by The Purchaser (including but not limited to customs approvals and clearances). Sat-Com shall supply The Purchaser will any documents reasonably requested by The Purchaser for the purposes of complying with its obligations under this clause 12.3.

12.4 Sat-Com may at any time require that The Purchaser supply it with copies of licences, permits, clearances and approvals issued by Government Agencies and obtained by The Purchaser as required by clause 12.3, and The Purchaser agrees to immediately comply with any such request. If at any time Sat-Com becomes aware that The Purchaser has failed to comply with its obligations under clause 12.3, it may immediately terminate this Agreement by written notice, and all outstanding amounts shall become immediately due and payable by The Purchaser. The Purchaser agrees to indemnify, defend and hold harmless Sat-Com against any and all claims, demands, suits, causes of action, damages and legal fees (on a solicitor own client basis) or expenses or costs whatsoever arising, directly or indirectly, from any failure by The Purchaser to comply with its obligations under clauses 12.3 or 12.4.

13. Anti-Bribery and Corruption Requirements

13.1 It is a material term of this Agreement that The Purchaser must comply with the following:

(a) The Purchaser must comply fully at all times with all applicable laws and regulations, including but not limited to applicable anti-corruption laws of the territory in which The Purchaser conducts business with Sat-Com.

(b) The Purchaser must not, and covenants that it will not, in connection with the performance of this Agreement, directly or indirectly promise, authorise, ratify, offer to make or make, or take any action, in furtherance of any Payment of Anything of Value to any individual, or to an intermediary for payment to any individual, including a Government Official, for the purpose of influencing or inducing or as a reward for any act, omission or decision to secure an improper advantage or to improperly assist The Purchaser or Sat-Com in obtaining or retaining business.

(c) The Purchaser must not, and covenants that it will not, in connection with the performance of this Agreement, directly or indirectly promise, authorise, ratify or offer to make or make any Facilitating Payment to any individual, or to an intermediary for payment to any individual, including a Government Official.

(d) The Purchaser must not contact, or otherwise meet with any Government Official with respect to any transactions required under this Agreement, without the prior written approval of Sat-Com and, when requested by Sat-Com, only in the presence of a Sat-Com designated representative.

(e) The Purchaser represents that it has not been convicted of or pleaded guilty to a criminal offence, involving fraud or corruption; that it is not now, to the best of its knowledge, the subject of any government investigation for such offences, and that it is not now listed by any government agency as debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for government procurement programs.

(f) The Purchaser represents and warrants that except as disclosed in writing:

(i) it does not have any interest which directly or indirectly conflicts with its proper and ethical performance of this Agreement; and

(ii) it will maintain arm’s length relations with all third parties (including Government Officials) with which it deals for or on behalf of Sat-Com or in the performance of this Agreement.

13.2 The Purchaser agrees that Sat-Com may make full disclosure of information relating to a possible violation of the terms of this clause 13 at any time and for any reason to any competent government bodies and its agencies (including Government Agencies), and to whomsoever Sat-Com determines in good faith has a legitimate need to know.

13.3 Sat-Com will be entitled to terminate this Agreement (without payment of compensation to The Purchaser) immediately on written notice to The Purchaser, if The Purchaser fails to perform its obligations in accordance with the terms of this clause 13. Sat-Com will not be responsible or liable for any loss or damages whatsoever arising from or in connection with this clause 13, whether sustained by The Purchaser or any other party.

14. Insurance

14.1 The Purchaser must take out and maintain at all times, with reputable insurers, valid and enforceable insurance policies in respect of the following:

(a) product and public liability insurance, for an amount not less than $10 million per incident or event;

(b) all necessary statutory workers compensation insurance; and

(c) such other risks that a reasonable, prudent person carrying on the business of The Purchaser would be likely to insure against.

15. Termination

15.1 Sat-Com may terminate this Agreement with immediate effect by written notice to The Purchaser if:

(a) The Purchaser is the subject of an Insolvency Event; or

(b) at the time of termination, a Force Majeure Event has persisted for greater than 40 Business Days.

15.2 The Purchaser may terminate this Agreement with immediate effect by written notice to Sat-Com if Sat-Com breaches any material term of this Agreement, which is capable of remedy, and fails to remedy the breach within 20 Business Days after receiving a notice requiring it to do so.

15.3 Without limiting Sat-Com's other rights under this Agreement, Sat-Com may terminate this Agreement with immediate effect by written notice to The Purchaser if:

(a) The Purchaser breaches any term of this Agreement, which is capable of remedy, and fails to remedy the breach within 20 Business Days after receiving a notice requiring it to do so;

(b) The Purchaser breaches any term of this Agreement and such breach is not capable of remedy; or

(c) The Purchaser repeatedly breaches any term of this Agreement and, within 20 Business Days after receiving a notice requiring it to do so, fails to satisfy Sat-Com that a breach of that term will not recur.

15.4 Termination of this Agreement will not affect any accrued rights or remedies a party may have as at the date of termination, unless explicitly stated otherwise in this Agreement.

16. Dispute Resolution

16.1 A party will not commence arbitration or court proceedings (except proceedings seeking interlocutory relief) in respect of a dispute arising out of this Agreement (Dispute) unless it has complied with this clause.

16.2 A party claiming that a Dispute has arisen will notify the other party of the Dispute in writing.

16.3 Each party to the Dispute will ensure that during the 30 Calendar Day period after a notice is given under clause 16.2 (or a longer period agreed between the parties) the chief executive officers (or equivalents) of the parties will use their best reasonable endeavours to resolve the dispute in good faith.

16.4 If after fourteen (14) days the parties are unable to resolve the Dispute under clause 16.3, the parties will attempt to settle the dispute by mediation conducted in accordance with the Commercial Mediation Guidelines of the ACDC.

16.5 The parties shall attempt to agree on the appointment of a mediator for the purposes of mediation of the Dispute pursuant to clause 16.4, and if the parties cannot agree on the identity of a mediator within seven (7) Calendar Days, the mediator will be appointed by ACDC within seven (7) Calendar Days thereafter. Mediation will be held within seven (7) Calendar Days of the appointment of the mediator.

16.6 Each party will bear its own costs of resolving a Dispute under this clause 16, and will bear equally the costs of any mediator required to be engaged.

16.7 If mediation does not proceed within the timetable set out in clauses 16.4 and 16.5, or is not successful in resolving the Dispute, the parties will be entitled to terminate the Dispute resolution process by giving notice in writing to all other parties and commence arbitration or court proceedings in respect of the Dispute. Nothing in this clause 16 prevents a party from seeking urgent interlocutory relief.

16.8 Nothing in this clause 16 prevents or limits The Purchaser from exercising its rights and requiring remedies from Sat-Com in respect of a breach of a Non-Excludable Condition (subject always to clause 8 above).

17. Miscellaneous

17.1 Interpretation - In these Standard Terms and Conditions of Supply:

(a) the singular includes the plural and vice versa;

(b) the word person includes a firm, a body corporate, an unincorporated association, body or organization established pursuant to international treaty, intergovernmental body, or government authority and other official authority;

(c) a reference to a document or legislation includes a reference to that document or legislation as varied, amended, novated or replaced from time to time;

(d) a reference to a person includes a reference to the person’s executors, administrators, successors, substitutes (including, but not limited to, persons taking by novation) and permitted assigns; and

(e) headings are inserted for convenience and do not affect the interpretation of these Standard Terms and Conditions of Supply.

17.2 Survival - The provisions of clauses 1, 2, 3, 4, 5, 7, 8, 9, 10, 11, 12, 13, 16 and 17 of these Standard Terms and Conditions of Supply survive the expiry or termination of this Agreement.

17.3 Force Majeure - If a Force Majeure Event precludes Sat-Com from partially or wholly complying with its obligations under this Agreement then:

(a) as soon as reasonably practicable after that Force Majeure Event arises, Sat-Com must notify The Purchaser of the Force Majeure Event, and Sat-Com’s obligation to perform in accordance with this Agreement will be suspended for the duration of the actual delay arising directly out of the Force Majeure Event or 40 Business Days, whichever is shorter, provided that Sat-Com does everything reasonably possible to mitigate the effects of the Force Majeure Event.

(b) If a Force Majeure Event persists for greater than 40 Business Days, Sat-Com shall be entitled to terminate this Agreement in accordance with clause 15.1(b).

17.4 Governing Law - This Agreement will be governed by and construed in accordance with the laws applicable in Namibia. The parties submit to the exclusive jurisdiction of the courts of Namibia respect of matters arising out of or in connection with this Agreement (including Disputes). The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (adopted at Vienna, Austria on 10 April 1980) (including as incorporated into Namibian law by the Sale of Goods (Vienna Convention) Act 1986 (SA)) will not apply to this Agreement.

17.5 No Assignment – The Purchaser must not assign or otherwise deal with its rights and obligations under this Agreement without the prior written approval of Sat-Com, to be provided by Sat-Com in its reasonable discretion.

17.6 Further Action - Each party must

(a) do all acts necessary or desirable to give full effect to this Agreement, and

(b) refrain from doing anything which might prevent full effect being given to this Agreement.

17.7 Variation - A variation or modification of this Agreement must be in writing and signed by an authorised representative of each party.

17.8 Severability - If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the provision in question will not be affected.

17.9 No Waiver - No waiver by a party of any breach of this Agreement by another party shall be considered as a waiver of any subsequent breach of the same or any other provisions.

17.10 Entire Agreement - This Agreement constitutes the entire agreement between the parties about its subject matter (without limiting clause 8.2 in any way) and subject to the remainder of this clause, supersedes all previous representations, understandings and agreements in connection with that subject matter. This Agreement overrides any terms for the sale and supply of Products tendered to Sat-Com by The Purchaser, irrespective of whether such terms are tendered before or subsequent to the date of the Order. However, the parties agree that the Existing Arrangements continue in full force and effect, and that nothing in this document supersedes, alters or otherwise affects the Existing Arrangements. In the event of an inconsistency between the obligations of the Parties under this Agreement and any Existing Arrangements, the Existing Arrangements prevail to the extent necessary.

17.11 Relationship - The relationship between the parties is and will remain that of independent contractors, and nothing in this document constitutes the parties as partners or joint ventures’ or constitutes any party as the agent of another party or gives rise to any other form of fiduciary relationship between the parties.

17.12 Notices – Notices by a party must be delivered by (i) prepaid post (ii) facsimile or (iii) hand, and sent to the address of the receiving party specified in the Order. Notices shall be deemed to have been received by hand upon delivery, by post within two (2) Business Days of sending and by facsimile upon receipt of a successful transmission report.

Standard Terms and Conditions of Supply – Annexure A

International Product Warranty provided by Sat-Com

1. In this document:

a. Sat-Com means Sat-Com Proprietary Limited of 2 Jakaranda Street, Suiderhof, Windhoek, Namibia, (Ph:+264 (0) 61 374 700);

b. Sat-Com Products means products manufactured by or on behalf of Sat-Com, including all Land Mobile Radio products manufactured in Namibia;

c. Material means a material or component used by Sat-Com in the manufacture of Sat- Com Products;

d. Warranty Period means a period of three (3) years from the date of shipment of Sat-Com Products to the purchaser; and

e. Workmanship means the handling, assembly and manufacturing processes performed by Sat-Com in order to manufacture Sat-Com Products.

2. Sat-Com warrants that for the duration of the Warranty Period, all Sat-Com Products will be free of faults arising from defects in design, Workmanship or Materials, on the terms and conditions set out in this document.

3. Should any fault due to bad design, Workmanship or Materials be proven in Sat-Com Products acquired by the purchaser at any time within the prescribed Warranty Period, Sat-Com will, subject to the terms of this document as set out below, remedy such fault free of charge provided the Sat-Com Products are returned to Sat-Com or to a service centre authorised by Sat-Com.

4. All Sat-Com Products returned for warranty repair must be sent to 2 Jakaranda Street, Suiderhof, Windhoek, Namibia if returned to Sat-Com, and if returned to a service centre authorised by Sat-Com must be sent to the address for the service centre as listed on Sat-Com's website. The purchaser is responsible for all freight, insurance, taxes, duties and any costs of returning the Sat-Com Products to Sat-Com or a service centre authorised by Sat-Com for warranty repairs. Sat-Com is only responsible for the freight costs of returning the repaired Sat-Com Products to the purchaser.

5. All Sat-Com Products returned for warranty repair must have a valid Return Material Authorization (RMA) number issued by Sat-Com or a Sat-Com authorised service centre prior to return by the purchaser. This RMA number must be clearly indicated and marked on all documentation and packaging by the purchaser when returning the Sat-Com Products in accordance with item 4 of this document.

6. This express warranty shall not extend to damage of Sat-Com Products during transit or transportation, or any abuse, accident or improper installation, connection, adjustment, repair or use of goods otherwise than in accordance with instructions issued by Sat-Com. This express warranty does not apply to any Sat-Com Products in respect of which the serial number has been altered, defaced or removed.

7. This express warranty is incorporated into, and forms part of, Sat-Com's Standard Terms and Conditions of Supply. Accordingly, it is subject to the terms of Sat-Com's Standard Terms and Conditions of Supply, including but not limited to clauses 8.2 - 8.7.

8. Subject to the matters set out in this express warranty, and to the full extent permitted by law, no liability (whether expressed or implied) of any nature whatsoever, is accepted by Sat-Com for any consequential loss, damage or injury arising as a result of any fault in the Sat-Com Products.

9. This express warranty does not extend to goods supplied by Sat-Com, which are not designed or manufactured by or on behalf of it. Some goods supplied but not manufactured by or on behalf of Sat-Com, or Materials manufactured by third parties which are used in Sat-Com Products, benefit from specific warranties provided by their manufacturers. Sat-Com will make reasonable endeavors to ensure that the purchaser receives the full benefit of any warranty given by the manufacturer in respect of goods supplied but not manufactured by or on behalf of Sat-Com, and Materials manufactured by third parties which are used by or on behalf of Sat-Com in Sat-Com Products. To the extent permitted by law, such action will be the sole remedy available to the purchaser in respect of any faulty or defective goods or Materials not manufactured by or on behalf of Sat-Com.

10. This express warranty is valid for Sat-Com Products purchased from Sat-Com anywhere in the world. Warranty service will be provided in accordance with this express warranty in any country of the world where there is a service centre authorised by Sat-Com.

11. The benefits conferred by this express warranty are in addition to all other non-excludable rights and remedies which the purchaser may have under the ACL and any similar laws in Australia or elsewhere.

12. To the extent permitted by law, Sat-Com’s liability for any non-excludable term, condition, guarantee or warranty applicable under the ACL or its equivalents is limited to (at Sat-Com’s option):

(a) In the case of goods – repairing, replacing or supplying equivalent goods, or paying the cost of any of those remedies to the purchaser; or

(b) In the case of services – supplying the services again or paying the cost of having the services supplied again.

13. Sat-Com provides the following advice to all purchasers who are consumers as defined by the ACL and to whom the ACL applies, as required by the ACL:

Our goods come with guarantees that cannot be excluded under the Namibian Consumer Law. You are entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. You are also entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.

Radios

RF Amplifiers

AccesSories

Radios

RF Amplifiers

AccesSories