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“For Good Measure”^®

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T.M.I.

Test and Measurement Instruments C.C.

CK 1985/007464/23

“Tomorrow’s Instruments Today” — “For Good Measure” ^®

TMI, Established—1982

English, Afrikaans, Portuguese Speaking. Master/Visa Credit Cards

Terms and Conditions of Sale.

T & C’s

TEST AND MEASUREMENT INSTRUMENTS C.C.

STANDARD TERMS AND CONDITIONS OF SALE

1. GENERAL:

1.1. The terms and conditions set out below cancel all previous issues, terms and conditions.

1.2. These terms and conditions, as re-issued or revised by the Company from time to time, apply to all orders placed with the Company and such orders are subject to acceptance by the Company and shall be deemed to be made subject to these terms and conditions.

1.3. No qualification or condition contained in any order form, acknowledgement of order or otherwise, shall form part of the contract of sale or override these terms unless expressly agreed to in writing by the National Sales Executive of the Company. No employee or agent of the Company shall have the authority or the ability to change these terms in any manner whatsoever, save the Managing and Executive Director of the Company or the National Sales Executive.

1.4. Price lists issued by the Company from time to time, are for information only and do not constitute offers for sale.

1.5. Save insofar as may be otherwise specifically agreed in writing to the contrary by the Company, orders are accepted only at prices and transport tariffs ruling on that date of dispatch.

1.6. Due to variables such as quantity, size, packaging, marketing etc., invoiced prices may differ marginally from advertised prices.

2. INTERPRETATION

In this AGREEMENT unless the context otherwise requires –

2.1. The singular shall import and include the plural and vice versa;

2.2. Words indicating one gender shall import and include other genders;

2.3. Words indicating natural persons shall import and include artificial persons;

2.4. The headnotes to this AGREEMENT are used for the sake of convenience only and shall not govern the interpretation of the clauses to which they relate;

2.5. Where any number of days is prescribed in this AGREEMENT, they shall be calculated exclusive of the first day and inclusive of the last day unless the last day falls on an Saturday, Sunday or public holiday. In such day the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday;

2.6. If any doubt or conflict arises where figures are referred to in numerals and in words, the words shall prevail;

2.7. Should there be any conflict or inconsistency between this AGREEMENT and other agreement/s concluded between the Parties, then terms and conditions of this

AGREEMENT shall prevail;

2.8. The rights and obligations of any Party arising from this AGREEMENT, shall devolve upon and bind its successors-in-title;

2.9. If any provision in a definition contained in this AGREEMENT is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it only appears in the definition clause, effect shall be given to it as if it was a substantive provision in the body of the AGREEMENT

2.10. This AGREEMENT shall be governed by and interpreted in accordance with the laws of the Republic of South Africa, provided that in the event of a conflict between or inconsistency in the laws applicable in the various provinces or regions of the Republic, the law as interpreted and applied in Gauteng will prevail.

3. DEFINITIONS

Unless such meaning is inconsistent with the context, the following terms shall, throughout this AGREEMENT, have the meanings respectively ascribed to them, namely:

3.1. “the/this AGREEMENT” – shall mean this AGREEMENT between the Parties with the terms and conditions contained herein and annexures, if any, attached hereto;

3.2. “the CUSTOMER” – shall mean the person or legal entity with whom an agreement is entered into for the sale of the GOODS;

3.3. “the COMPANY” – shall mean Test and Measurement Instruments C.C. (Reg No. 1985/007464/23);

3.4. “the GOODS” – shall mean the goods as described more specifically in the INVOICE.

3.5. “the CONTRACT PRICE” – shall mean the price of the GOODS as set out in the invoice;

3.6. “the CONTRACT SPECIFICATION” – shall mean the specification or other description of the GOODS on the invoice;

3.7. “the INVOICE” – shall mean the invoice document of the COMPANY whereon an invoice number, full particulars of the CUSTOMER, CONTRACT PRICE, CONTRACT SPECIFICATION and the date of order of the GOODS by the CUSTOMER shall appear;

3.8. “DELIVERY NOTE” – shall mean a note on which is reflected at least the invoice number, delivery instruction note number, net and gross weights and number of bags/packages/cartons or other containers in which the GOODS are supplied. All INVOICES shall be accompanied by a tax invoice complying with the VAT Act.

4. CONTRACT PRICE

4.1. Unless otherwise agreed in writing, the CONTRACT PRICE shall, inter alia, be deemed to include charges for landing costs, packing and storage.

4.2. The CONTRACT PRICE shall specifically exclude value added tax (VAT) and any other taxes that may be levied in respect of the GOODS. The COMPANY reserves its rights to effect price increases from time to time. No COMPANY employee, official, agent or nominee shall have the authority to effect or authorise any discounting of the CONTRACT PRICE of the GOODS save the Managing and Executive Director of the COMPANY and the National Sales Executive.

4.3. Notwithstanding the stated price on the INVOICE, the CONTRACT PRICE shall, at all material times, be subject to any increase of duties, levies, taxes, transport, storage and packing costs and the COMPANY shall endeavour, where reasonably possible, to inform the CUSTOMER in advance of any anticipated increases of the aforestated.

4.4 Whilst we attempt to keep the prices shown on the website as current as possible, a current price will always supersede any price shown on the website. This could be as a result of supplier price increase, Rate of Exchange adjustment or any error at time of insertion.

5. PAYMENT

5.1. Unless otherwise agreed payment in full without deduction or set off in respect of GOODS sold shall be conducted on a cash on delivery basis.

5.2. In certain circumstances payment shall be on C.O.D. (cash on delivery) basis and others on thirty (30) days and such payments will depend on what has been agreed and set out in the invoice between the COMPANY and the CUSTOMER. The COMPANY may extend such facilities to CUSTOMER’s from time to time without any obligation to do so notwithstanding having extended such facilities in the past to any CUSTOMER.

5.2.1.1 Where the COMPANY has agreed to supply goods to the CUSTOMER on the basis referred to in 5.2, payment in full shall be due within thirty (30) days from the date of the first monthly statement rendered by the COMPANY, unless it has been agreed that payment shall be made on a cash and delivery basis.

5.2.1.2 The monthly accounts of the COMPANY are closed on the 25th day of each month.

Payment must be credited to the banking accounts of the COMPANY by the 25th day of the following month.

5.3. The said facilities shall only be afforded to CUSTOMERS after completion of the necessary documents required by the COMPANY and having provided the COMPANY with the required guarantees/sureties.

5.4. The COMPANY reserves its right to, at any time and after having provided the CUSTOMER with reasonable notice, and reasonable notice to be deemed to be 30 (thirty) days, advise that the said facilities to a CUSTOMER by the COMPANY will be terminated, and the COMPANY will be under no obligation whatsoever to provide any reasons for such termination.

5.5. It is specifically agreed and recorded that at all material times, it shall be the sole prerogative of the COMPANY to decide to which CUSTOMERS it would be willing to extend the said facilities, it specifically being understood by CUSTOMERS that any differentiation shall not be deemed to be discriminatory, but shall be deemed to form part of the COMPANY’S internal risk limitation policy.

5.6. The COMPANY shall be entitled to refuse sale of the GOODS to any CUSTOMER in such event of overdue accounts owing by the CUSTOMER to the COMPANY or in such event where a CUSTOMER is not able to obtain/provide satisfactory guarantees/sureties. It is specifically recorded and agreed that any late payments by a CUSTOMER shall constitute an automatic breach of any facility agreement entered into between the COMPANY and the CUSTOMER and provided to the CUSTOMER by the COMPANY and accordingly, the COMPANY reserves the right at any time to refuse any further sale of GOODS to the CUSTOMER on a cash on delivery basis and only after all outstanding accounts including any accrued interest on such outstanding accounts have been settled in full by such CUSTOMER.

5.7. It is specifically recorded and agreed that the CUSTOMER wholly indemnifies the COMPANY for any damages or losses that it may suffer as a result of the refusal of the COMPANY to sell GOODS to the CUSTOMER in the event of an overdue account, or in connection with any other dispute whatsoever arising out of payment for GOODS.

5.8. A certificate under the hand of the Financial Director of the COMPANY as to the existence and the amount of the CUSTOMER’S indebtedness to the COMPANY, as well as the amount of interest accrued thereon, and as to any other fact, matter or thing relating to the CUSTOMER’S indebtedness to the COMPANY, shall be prima facie proof of the contents and correctness thereof and of the amount of the CUSTOMER’S indebtedness for the purpose of provisional sentence or summary judgement or any other proceedings against the CUSTOMER in any competent Court and shall be valid and constitute a liquid document for such purposes. Furthermore, it shall not be necessary to prove the appointment of the person signing such a certificate and it shall be deemed to be sufficient particularly for the purpose of any action or any other proceeding instituted by the COMPANY against the CUSTOMER.

6. INTEREST

It is specifically agreed and recorded that interest on overdue accounts shall bear interest at the prime overdraft lending rate plus 2 (two) percentum of the COMPANY’S bankers, from invoice date until date of payment.

7. DELIVERY

7.1. Time of delivery shall not be of the essence for this AGREEMENT.

7.2. Whilst every effort will be made to dispatch GOODS as advised, the COMPANY does not guarantee dispatch on any specific date and shall not be liable for any damages of whatsoever nature for failure to effect delivery/dispatch timeously for any reason beyond the COMPANY’S reasonable control.

7.3. The CUSTOMER shall not be entitled to cancel any order by reason of such delay.

7.4. Should the COMPANY be prevented from the performance of any of its obligations as a result of Force Majeure, or any cause whatsoever beyond the control of the COMPANY, The COMPANY shall be entitled at its option to cancel the AGREEMENT or to suspend performance of its obligations thereunder and shall not be liable whatsoever for any loss or damage consequential or otherwise resulting from such inability to perform its obligations, cancellation or suspension.

7.5. Unless otherwise agreed in writing, delivery and passing of the risk in the GOODS shall be deemed to have taken place when the goods are released from the COMPANY’S premises.

8. HANDLING FEE

If the items were supplied correctly or ordered as per the request or order by email, fax, or at our counter, the items are non – refundable and non – returnable. In the event that we choose to accept the return of any item or cancellation of order, we reserve the right to charge a handling fee of at least 20% or more of full price of order, for a refund, an exchange, an upgrade or in lieu of another product or brand. This is subject to the proposed cancellation of order, or returned product being in it’s original state at time of supply, in both operation as well as original packaging with no broken seals. Any refund on returned products agreed upon will only be done after tests have concluded that the unit is still correctly operational. In the event that a calibration needs to be done, then such costs will also be deducted from the selling price.

9. OWNERSHIP

Notwithstanding that the risk and benefit of the GOODS shall pass on delivery, ownership of the GOODS itself remains vested in the COMPANY until all monies owing to the COMPANY shall have been paid in full by the CUSTOMER. The COMPANY reserves the right, at any time without having acquired the consent of the CUSTOMER, to inform the owner of the premises in which any GOODS are stored of its claim to ownership.

10. CONSUMER PROTECTION ACT

Items purchased from us can be viewed at our premises during business hours prior to the purchase. We will demonstrated the products if we can. In the event that our details were obtained from the internet, we do not accept that it is a form of catalogue marketing, and thus, any items ordered paid for, partially paid for, or supplied by us are non-returnable, and non-refundable once paid for. Once payment is made and / or possession taken, there is no cool down period to test the product. Direct marketing is not applicable if contact is made with us via our website. We will not entertain a customer changing his mind once products are paid for, whether or not delivery is taken. It is accepted that the customer has had the opportunity to establish whether the unit purchased is suitable for his application or not. We will not entertain a reason for return, as non usable for the application that it was purchased for, or incorrectly ordered. Any quote in any form including fax, letter or email is not considered a form of direct marketing, and cannot be protected by such clauses in the CPA.

11.0 BREACH

11.1. In the event that the CUSTOMER:

11.1.1. Breaches any condition contained in these conditions and failing to pay any amount due and payable on due date, and having failed to rectify such breach or outstanding payment within 10 (ten) days of having been requested to do so in writing by the COMPANY;

11.1.2. Suffering any civil judgement to be taken or entered against it, causing an notice of surrender of its estate to be published in terms of the Insolvency Act of 1936, as amended;

11.1.3. The CUSTOMER dying;

11.1.4. The CUSTOMER’S estate being placed under an Order of provisional or final winding up, or provisional or final judicial management as the case may be, then, and in that event, the COMPANY shall, without retracting from other remedies which may be available to it, be entitled to cancel this AGREEMENT and cancel the sale of any GOODS to the CUSTOMER without notice to the CUSTOMER and to rely on the provisions of this clause to repossess those GOODS sold and delivered by the COMPANY to the CUSTOMER or to claim specific performance of all the CUSTOMER’S obligations whether or not such obligations would otherwise have fallen due for performance, in either event, without prejudice to the CUSTOMER’S rights to claim damages.

12. PRESCRIPTION

The CUSTOMER hereby expressly waives its right to claim prescription under the relevant provisions of the Prescription Act No. 68 of 1969, as amended from time to time.

13. REPRESENTATION AND WARRANTIES

13.1 For a period of one year from the date of the CUSTOMER’S receipt of the GOODS sold hereunder, the COMPANY warrants that such GOODS shall be of the COMPANY’s standard quality and the COMPANY makes no other warranty of any kind, express or implied, including without limitation, any warranty of merchantability, fitness for a particular purpose or noninfringement. The COMPANY specifically makes no warranties as to any services or as to compliance with laws, regulations, standards and/or conventions including any related to the environment or to the packaging, labeling and/or transport of hazardous goods. No warranty shall apply to shipping damage, damage caused by improper installation or improper wiring, including incorrect electrical voltage, product that has been modified or altered in any way, damage caused by corrosion, abrasion, or severe temperatures, or product that has been subjected to improper maintenance, abuse, misuse, abnormal usage, or accident.

13.2 The CUSTOMER warrants that it shall obtain any required importation licenses or approvals for the importation of the GOODS. The COMPANY shall cooperate reasonably with the CUSTOMER, at the CUSTOMER’s reasonable request and expense to obtain such licenses or approvals. The CUSTOMER warrants that it shall fully comply with all label directions for the handling, storage, possession or use of the GOODS sold hereunder and the CUSTOMER agrees that it shall indemnify and hold the COMPANY harmless from all claims (including, without limitation, attorneys’ fees) of personal injury or property damage resulting from any negligence, recklessness or willful misconduct on the part of the CUSTOMER or from any failure of CUSTOMER to comply with the terms of this warranty.

14 REMEDIES

The CUSTOMER’s exclusive remedy for shortage of the GOODS, damaged or defective product (whether or not occurring as a result of the COMPANY’s alleged negligence or gross negligence) or any other cause of action arising out of the contract, including breach of warranty, is expressly limited to replacement of nonconforming product or payment of an amount not to exceed the purchase price of the GOODS for which damages are claimed, at the COMPANY’s option. The CUSTOMER shall have no right to setoff, to withhold payment or to make a reduction in price. The CUSTOMER’s remedy of replacement or refund is available only if nonconformance was not caused by the CUSTOMER or by accident, fire or other hazard.

15 LIMITATION OF LIABILITY

In no event shall the COMPANY, its directors, officers, employees or agents be liable for any incidental, consequential, indirect or special damages, including punitive or damages or attorneys’ fees, whether foreseeable or unforeseeable. Based on claims of the CUSTOMER or its clients or the CUSTOMERS (including, but not limited to, claims for loss of business, goodwill, profits, use of money or use of products or impairment of other assets), arising out of breach of any express or implied warranty, breach of contract, misrepresentation, negligence, gross negligence, strict liability in tort or otherwise in connection with or arising out of the contract, except in the case of personal injury or property damage where and only to the extent that applicable law requires such liability. To the extent the CUSTOMER incorporates or causes others to incorporate the product in its own product or the products of any third party, the COMPANY shall not be liable for third party claims for infringement of letters patent, registered design, trademark or copyright resulting from such incorporation and based upon the use of the GOODS or the manufacture, use, sale or offer for sale of any product containing such product, except as such liability for third party claims for infringement is expressly required by applicable law and not waivable by the CUSTOMER. The CUSTOMER assumes responsibility for all personal injury and property damage resulting from the handling, possession, use, resale or disposal of the GOODS. Any action by the CUSTOMER for breach of the contract by the COMPANY or any other causes of action of the CUSTOMER expressly allowed under the contract must be commenced within one year after the cause of action has accrued.

16 INDEMNITY

The CUSTOMER agrees to indemnify, hold harmless and defend the COMPANY and the COMPANY’s directors, officers, employees and agents, and the directors, officers, employees and agents of any the COMPANY parent, subsidiary or related company (the “COMPANY Indemnitees”) from and against any and all claims, suits, losses, damages, costs, fees and expenses arising out of the death or injury to person or damage to property resulting from the sale, marketing or use of the GOODS by the CUSTOMER, except that such claims, suits, losses, damages, costs, fees or expenses arise or result from any negligent or wrongful act or omission of the COMPANY.

17 INSURANCE

The COMPANY shall obtain coverage as required by law and such other insurance coverage as COMPANY deems necessary, in its sole discretion, to fulfill its obligations under the contract.

18 LEGAL ACTION

In the event of the COMPANY instructing attorneys in regard to any breach of the CUSTOMER, of the conditions of this AGREEMENT, then the CUSTOMER shall pay all the costs on the scale between Attorney and own Client, including any costs incidental to such action instituted against the CUSTOMER, e.g., but not necessarily limited thereto, collection charges, tracing fees, counsel fees, including the fees of senior counsel.

19 JURISDICTION

The Parties do hereby consent that the Magistrate’s Court shall have jurisdiction to determine any action or proceedings which may arise under or in connection with this AGREEMENT, but without prejudice to the rights of either of them, to bring proceedings in the High Court, where such proceedings would, but for the aforegoing consent, fall outside the jurisdiction of the Magistrate’s Court.

20 SEVERABILITY

If any of the provisions of this AGREEMENT are held to be invalid, the validity of the remainder of this AGREEMENT shall not be affected and the rights and obligations of the Parties shall be construed and enforced as if this AGREEMENT did not contain the invalid term and to end the provisions of this AGREEMENT and the application thereof are hereby declared to be severable.

21 NOTICE AND DOMICILIA

21.1 Any notices to be given to the Parties in terms of this AGREEMENT shall be in writing and delivered by hand during ordinary business hours or posted by pre-paid registered post to the addresses mentioned hereunder, which addresses the Parties choose as their domicilium citandi et executandi for all purposes arising out of this AGREEMENT.

THE COMPANY : 3 Angelica Ave, Glenvista, Johannesburg, 2091, South Africa.

THE CUSTOMER The delivery address as reflected on the face of the latest delivery note issued by the COMPANY, or such other address within the Republic of South Africa as either Party may choose by written notice to the other .

21.2 Every notice shall be deemed to have been properly given :

21.2.1 if delivered by hand, on the date of delivery;

21.2.2 if sent by pre-paid registered post 7 (seven) days after the date on which the notice is posted;

22 NON VARIATION

22.1 This AGREEMENT constitutes the entire agreement between the Parties and no representation by either of the Parties or their agents, whether made prior or subsequent to the signing of this AGREEMENT, shall be binding on either of the Parties unless done in writing and signed by both Parties hereto. This website version constitutes a binding agreement despite not being signed by either party.

22.2 No variation, alteration or consensual cancellation of this AGREEMENT, or any of the terms thereof, shall be of any force or effect, unless done in writing and signed by the Parties hereto.

22.3 No waiver or abandonment by either Party or any of its rights in terms of this AGREEMENT, shall be binding on that Party, unless such waiver or abandonment is in writing and signed by the waiving Party.

22.4 No indulgence, extension of time, relaxation or latitude which any Party may show, grant or allow to another shall constitute a waiver by a Party of any such Party’s rights and such Party shall not hereby be prejudiced or estopped from exercising any of its rights against any Party may have arisen in the past or which might arise in the future. Unless the context indicates otherwise, the rights and obligations of any Party arising from this AGREEMENT shall evolve upon and bind its successors-in-title.

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