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Terms and Conditions of Master Rental Agreement

Terms and Conditions of Master Rental Agreement No __________ dated ________

1.†††††† Hirer hereby rents to User which hires on the terms and conditions herein and overleaf and in accordance with the provisions of clause 19 from the commencement date specified in the Transaction Schedule/s, the goods described therein for the rental payable at the rental payment frequency and for the rental period stated therein. If Quarterly payment option is chosen, the first payment date shall be the first day of each quarter (1 January, 1 April, 1 July, 1 October) following the commencement date of the Schedule/s.† If monthly payment option is chosen, the first payment date will be the due date stated on the Transaction Schedule/s.† If the commencement date is different from the rental due date, then the User will rent the goods in terms hereof, for a pro-rata rental based on the number of days from the said commencement date to first due date.† The terms and conditions of this agreement shall apply mutates mutandis to each and every Transaction Schedule/s which the parties may enter into and the goods described in any such Transaction Schedule/s shall be rented in accordance with the terms of this agreement as if the terms and conditions of this agreement were incorporated in such Transaction Schedule/s and the conclusion by the parties of a further Transaction Schedule/s shall create a separate agreement in respect of the goods described in such Transaction Schedule/s. Notwithstanding the aforegoing, the breach of any one of the separate agreements as constituted shall be deemed, at Hirer's election, to be a breach of any or all agreements effected in terms of this agreement.

2.1. ††† User acknowledges and warrants that:

2.1.1. the goods have been or will be purchased by the Hirer at the request of the User and solely for the purpose of renting the goods to the User

2.1.2. the goods have been selected by the User

2.1.3. Hirer gives no warranties in connection with the goods and the goods are rented voetstoots by User

2.1.4. All warranties implied by common law are expressly excluded.

2.1.5. No representations of any nature whatsoever in connection with the goods are made by or on behalf of Hirer

2.1.6. User has inspected the goods prior to signature of this agreement and that User is in all respects satisfied therewith.

2.2. ††† All risks including the risk of destruction or loss of the goods shall pass to User on signature of this agreement. All costs in respect of the delivery and/or installation of the goods shall be paid by User.

2.3. ††† User shall be obliged to take whatever steps as may be necessary to prevent the destruction or loss of the goods. User shall acquaint itself with the terms and conditions of any insurance policy issued pursuant to 5.1 and undertakes to do everything that may be necessary to ensure compliance with the terms and conditions of such insurance policy.

2.4. ††† Hirer shall at all times be and remain the owner of the goods and neither User nor any other person on his behalf shall at any stage before or after the expiry of this agreement or after the termination thereof acquire ownership of the goods.

2.5. ††† User has no authority to order or purchase on behalf of Hirer or to act as an agent for Hirer, except that User shall be deemed to accept the goods on behalf of Hirer when the goods are delivered by the supplier to User and User acknowledges that the goods are delivered by the supplier on behalf of Hirer.

2.6. ††† User is obliged to obtain the required permission for the installation of the goods on the premises referred to in the Transaction Schedule/s and to procure such installation by the supplier of the goods or its authorized agent.

2.7. ††† The parties hereby specifically agree that this agreement applies only to the rentals and amounts payable in respect of the goods as set out herein and the Transaction Schedule/s and that such rentals and amounts do not include any payments in respect of maintenance and other services of whatever nature. The parties furthermore specifically agree that the non-performance of any of the terms and conditions of any agreement other than an agreement specifically included herein in respect of the goods, or its maintenance will not be raised as a defense against any claim for the payment of any amount payable in terms of this agreement.

2.8. ††† User shall not be entitled to resile from this agreement or withhold payment of any amount due hereunder by reason of the late delivery or non-delivery of the goods or any defect therein or part thereof, nor shall User have any claim against Hirer for any loss or consequential damages suffered by it as a result thereof.

3.1.† †† User shall pay to Hirer the rentals set out in the Transaction Schedule/s. All such payments or any other payments owing in terms of this agreement shall be made without deduction of any nature.

3.2.†††† The User shall not be entitled to withhold payment of any Rentals for any reason whatsoever or be entitled to claim any remission of rental in any circumstances.

3.3.†††† All payments in terms of this Agreement, shall be made without set off or deduction or withholding of any nature, free of bank or other charges at the Hirerís address or at such other place as the Hirer or its Cessionary/ies may direct in writing.

3.4. ††† If User fails to effect any payment in terms of this agreement on the due date thereof such overdue amount shall be subject to the ruling prescribed rate ofinterest.

3.5.†††† Hirer may appropriate any payments made by or on behalf of User to any indebtedness of whatsoever nature of User to Hirer.

3.6. ††† If so required by Hirer, User shall complete and deliver to Hirer a bankerís debit order document in such form as Hirer may require or promissory notes or such other money market instruments as called for in payment of future rentals, which shall not be construed or regarded as substituting varying, or novating Userís obligation under the agreement. Notwithstanding the afore going Userís signature hereto constitutes Userís authority to Hirer or his Cessionary/ies to draw against Userís bank account wherever it may be, the amounts due in terms of this agreement. ††Should Hirer agree to electronic funds transfer User shall pay Hier an administration fee of R100.00 per month or R300.00 per quarter.

4.1. ††† Should† the Prime Rate be increased or reduced at any time above or below (as the case may be) the Prime Rate ruling at the date of this agreement, the Hirer shall be entitled (but not obliged), at any time thereafter to increase or reduce the rentals specified in the Transaction Schedule/s as to maintain the same margin in relation to the Prime Rate which existed at the date of signature of this agreement. For all purposes in terms of this agreement, ďPrime RateĒ shall mean the publicly quoted basic rate of interest per annum (as certified by any Manager of the Hirer whose authority and/or appointment and/or qualification it shall not be necessary to prove) compounded monthly, at which the Standard Bank of South Africa Limited lends in South African Rand to first class corporate borrowers from time to time on overdraft.

4.2.†††† User acknowledges that in terms of the Value Added Tax Act (ďVATĒ), VAT at the prevailing rate as at date of signature hereto has been included in each rental. In the event of any change in the rate at which VAT is payable and/or in the amount of VAT payable in respect of the rental payments, the rentals which fall due on or after the date of said change shall be recalculated accordingly and the said recalculated rentals shall substitute the rentals which were calculated at the old rate.

4.3.†††† Any dispute relating to any adjustment in terms of 4.1 and/or 4.2 shall be referred to any partner of Hirerís then auditors who shall act as an expert and whose decision shall be final and binding on the parties hereto.

5.1.1 † User is obliged to insure the goods for not less than the replacement cost thereof against all risks including political riot cover. User shall ensure that Hirerís interest in the goods and this agreement is noted by the insurer in the policy and shall produce satisfactory proof thereof to Hirer. User hereby cedes to Hirer as security for the due performance of Userís obligations in terms of this agreement all of Userís right, title and interest in any insurance policy effected in terms of this agreement and undertakes to deliver such policy to Hirer on demand. If User fails to insure the goods, or fails to produce to Hirer written proof of such insurance within 14 (fourteen) days from date of demand, the Hirer shall be entitled to effect such insurance as it deems fit on Userís behalf, the premiums in respect of which shall be payable by User to Hirer on demand.

5.1.2 † User is hereby given notice of its right of free choice in connection with its insurance obligations in terms of section 43 of the Short Term Insurance Act 53 of 1998. User represents and warrants that it has read, understood and is fully acquainted with the aforesaid provision. By signing this agreement, User acknowledges that:

- it has been given prior written notice of its entitlement of the freedom of choice referred to in the said Act;

- it exercised that freedom of choice;

- it was not subject to any coercion or inducement as to the manner in which it exercised that freedom of choice.

5.2. ††† If the goods or any part thereof are lost, stolen or damaged irrespective of the cause, User must notify in writing Hirer and insurer immediately.

5.3.†††† User shall be obliged to pay any excess that may be payable in terms of an insurance policy issued pursuant to 5.1.

6.1. ††† User shall at all times keep the goods in its possession and under its control and shall take reasonable care in the use of the goods. User shall at its own expense maintain the goods in proper working order and keep the goods free from attachment hypothec or other legal charge or process. User shall not sell, let, loan, pledge, transfer or otherwise encumber the goods in any way or permit any lien to arise in respect of the goods. The goods shall be operated at the Userís cost and be controlled only by properly trained, licensed and qualified persons. User shall comply with the specifications, instructions and recommendations of the manufacturer for the operation, service, maintenance and/or repair of the goods or part thereof.

6.2. ††† User may not materially alter or modify the goods. Any part or accessory added to the goods shall become Hirerís property without any compensation.

6.3. ††† User shall at all reasonable times permit Hirer or its representative to inspect goods.

6.4. ††† User shall at its own expense apply for all licenses, certificates or exemptions that may be required for or in connection with the ownership or use of the goods.

6.5. ††† User admits and agrees that the goods are moveable and that the goods are installed with the intention that the goods shall remain moveable and that they shall under no circumstances accede to any property.

6.6. ††† User may not without the prior written consent of Hirer remove or keep the goods or permit or allow them to be removed or kept outside the boundaries of the Republic of South Africa.

7.1. ††† The goods will be kept at the address/es stated in the Transaction Schedule/s and User shall forthwith upon signature of this agreement notify Hirer in writing of any other premises to which the goods are moved and of the name and address of the owner of such premises. User shall also notify Hirer immediately of any changes that may occur from time to time in the leasehold or ownership of the premises upon which the goods may from time to time be installed or kept.

7.2.†††† Prior to the goods being brought onto or installed in any premises User shall notify the owner and/or Lessor of such premises in writing of Hirerís ownership in the goods and User shall notify each new owner or Lessor of such premises in writing immediately when a change in the ownership or leasehold of the premises takes place.

8.†††††† If User defaults in the punctual payment of any monies as it falls due in terms of this agreement; or fails to comply with any of the terms and conditions of, or its obligations under this agreement or commits any deed of insolvency or being a natural person, assigns surrenders or attempts to assign or surrender his estate, or allows a default judgment to remain unsatisfied for a period of seven days or be refused rescission within fourteen days of any default judgment or is sequestrated or placed under business rescue or wound up, whether provisionally or finally or abandons the goods, or compromises with any of his creditors or endeavors or attempts to do so, or makes any incorrect or untrue statement or representation in connection with this agreement or Userís financial affairs or any particulars relevant there to, or breaches any warranty given in terms of this agreement, or does or allows to be done anything that might prejudice Hirerís rights under this agreement then and upon the occurrence of any of these events Hirer may without prejudice to any of its rights elect to:

8.1. remotely access the goods and limit use thereof, and

8.2. ††† claim immediate payment of all amounts which would have been payable in terms of this agreement, all legal costs including legal expenses on the attorney and own client scale and, as agreed pre-estimated liquidated damages, the aggregate of the rentals which would have been payable had the agreement continued until expiry by effluxion of time; or

8.3. ††† immediately terminate this agreement, take possession of the goods, retain all amounts already paid by User and claim all outstanding rentals, all legal costs including legal expenses on the attorney and own client scale and, as agreed pre-estimated liquidated damages, the aggregate of the rentals which would have been payable had the agreement continued until expiry by effluxion of time.

9.1. ††† Hirer is entitled to cede and/or delegate without notice to User all or any of Hirerís rights and/or obligations under this agreement including its rights of ownership in the goods or any of them, either absolutely or as collateral security, to any other person or persons and whether such cession is made to the Cessionary/ies alone or to the Cessionary/ies jointly and severally with Hirer or any other person or persons, and if such cession occurs, User shall, if so required by any such Cessionary/ies, make all payments direct to such Cessionary/ies. Any reference in this agreement to Hirer shall, unless the context indicates otherwise, be construed as referring to the Cessionary/ies. User hereby undertakes to accept the cession and/or delegation and to acknowledge the rights of the Cessionary/ies in terms of this clause and to hold the goods on behalf of the Cessionary/ies, subject to the conditions of this agreement.

9.2††††† The User agrees, that in the event of such cession, to the extent that any such Cession or delegation results in the splitting of claims the User hereby consents in advance to such splitting of claims.

9.3 †††† This agreement is personal to User and User shall not in any circumstances be able to make over any of his rights and/or obligations hereunder without prior written consent of Hirer.

10. †††† Should User fail to comply with any of the provisions of this agreement, Hirer shall be entitled but not obliged to effect such compliance on behalf of User. All costs and expenses incurred by Hirer in effecting such compliance or otherwise in protecting its title to the goods shall be paid by User to Hirer on demand.

11.1. † Notwithstanding the provisions of this agreement should User in breach of its obligations fail to return the goods on termination of this agreement then in addition to any other claims that Hirer may have against User pursuant thereto, User shall be liable to continue to pay rentals to Hirer as if the agreement had not been so terminated.

11.2. † User shall, on termination of this agreement, return the goods in good working order, fair wear and tear permitted, together with all applicable documents to Hirer at Userís cost and expense.

11.3. † Upon the return of the goods in accordance with 11.2 Hirer may dispose of the goods at such time and place and on such terms and conditions as Hirer may determine. User shall then have no further right or interest in the goods.

11.4. † If any of the goods, hired in terms of this agreement, are lost or stolen and not recovered within a period of 21 (twenty one) days after such loss or theft or are damaged beyond repair, this agreement shall terminate forthwith in respect of such goods, provided that such goods may, at Hirerís election be replaced with similar goods, in which event this agreement shall apply mutates mutandis to such replacement goods.

11.5.†† On termination of this agreement in pursuance of 11.4. the proceeds of any claim under and in terms of an insurance policy referred to in 5.1 shall be paid to Hirer and shall be credited against the balance of rentals that remain unpaid in respect of the goods lost or destroyed immediately prior to termination of this agreement as provided for in 11.4. User, however remains liable for any outstanding rentals and the aggregate of the rentals which would have been payable had the agreement continued until expiry by effluxion of time that may remain unpaid after the crediting of the proceeds of the insurance claim and such outstanding rentals be paid on demand by Hirer.

12. †††† A certificate under the hand of any manager of Hirer, as given from time to time, in respect of the indebtedness of User in terms of this agreement or in respect of any other fact shall be prima facie evidence of Userís indebtedness to Hirer and/or such other fact. It shall not be necessary to prove the appointment of the person signing such certificate.

13. †††† No relaxation or indulgence granted or given by Hirer to User shall be deemed to be a waiver of any of Hirerís rights in terms of this agreement and such relaxation or indulgence shall not be deemed to be a novation of any of the terms and conditions of this agreement.

14.1. † This agreement constitutes the sole and exclusive record of the agreement between the parties hereto relating to the subject matter thereof, and no variation, modification, consensual cancellation, novation or waiver of any of the provisions hereof, or any consent to any departure therefrom by either party, shall be of any force or effect or create any estoppel unless the same shall be reduced to writing and signed by the parties hereto.

14.2. † The User specifically records and agrees that there are no collateral terms to this agreement which have not been recorded herein and accordingly the User shall not be entitled to secure a rectification of any of the terms and conditions of this agreement.

15.1 †† All costs and disbursements, including legal costs on the attorney and own client scale incurred by Hirer in recovering possession of the goods or in tracing User and locating the goods and in collecting or endeavoring to collect all or any amounts payable by User to Hirer in terms of this agreement or otherwise and all collection commissions, storage charges, costs of valuation of the goods, costs of sale including costs of restoring goods to a saleable condition, selling commission, dismantling and removal charges and all other fees and charges shall be for the account of User and are payable on demand as and when incurred.

15.2††† All costs in respect of documentation and administration fees shall be paid by User.

16 ††††† This agreement shall in all respects be governed by and construed in accordance with the laws of the Republic of South Africa.

17.1. † User hereby consents to the jurisdiction of the Magistrates Court having jurisdiction over its person in respect of all proceedings in connection with this agreement.

17.2. † Notwithstanding the aforesaid, Hirer shall be entitled to institute any proceedings in connection with this agreement against User in any division of the High Court of South Africa having jurisdiction.

18. †††† The parties hereby respectively choose domicillum citandi et executandi for all notices and processes to be given and served in pursuance of this agreement at their respective addresses as given on the face of this agreement. Either party may change his domicillum by written notice delivered by hand or sent by prepaid registered post to the other party.

19. †††† This agreement shall continue after the rental period subject to the conditions contained herein, for an indefinite period until terminated by either of the parties giving the other 90 (ninety) days written notice of termination, provided that the notice shall not be given before expiry of the number of months reflected against Rental Period in the Transaction Schedule/s.

20. †††† All words and phrases importing any one gender includes each of the other genders for the purposes hereof and the singular includes the plural and vice versa.

21. †††† The User consents to the Hirer or its Cessionary/ies making enquiries about the Userís credit record with any credit reference agency and any other party to confirm the details on this application. The Hirer or its Cessionary/ies may also provide credit reference agencies with regular updates regarding how the User manages its account including their failure to meet agreed terms and conditions. The User consents that credit reference agencies may, in turn, make the records and details available to other credit grantors. The Hirer or its Cessionary/ies may also give this information to any person, who, in its opinion, needs it to carry out any of the Hirer or its Cessionary/iesís rights or duties in terms of the contract† or any law pertaining to the products the User has requested.

22. †††† The User, if subject to the provisions of the Public Finance Management Act 1 of 1999, the Schedule/s and Regulations thereto, as amended, (the PFMAĒ), warrants to the Hirer that it has complied with all the provisions of the PFMA, the Schedule/s and Regulations thereto, as amended, in relation to the Agreement and any security referred to, and undertakes that it will continue to do so for the duration of the Agreement and User hereby indemnifies the Hirer and holds it harmless against any claim, loss or expense (including consequential damages) loss of revenue and profits, legal costs on a scale as between an attorney and his own client, and any other costs arising out of or in connection with or which may be sustained or incurred by the Hirer as a direct or indirect consequence or any breach by the User of provisions of the PFMA, the Schedule/s and Regulations thereto, including but not limited to any innocent or negligent misrepresentation by the User to the Hirer. The Hirer shall be entitled to exercise its rights immediately upon there being a breach by the User of this warranty.

Guarantee

1.†††††† I/ We the Guarantor/s listed in the guarantee section of the Master† Rental Agreement, do hereby bind myself/ourselves jointly and severally as co-principal/s and for the primary continuing obligation for the proper and punctual payment by User, as defined overleaf, to Hirer, as defined overleaf,† or its cessionary/ies of all amounts whatsoever due and owing arising out of or incidental to the aforewritten Master Rental Agreement, and the schedule/s thereto and all and any other indebtedness to Hirer, whether actual or contingent, present or future and howsoever arising (the ďGuaranteed ObligationsĒ);

2.†††††† I/ We agree as a separate, additional, primary and continuing obligation to indemnify Hirer or its cessionary/ies, from time to time on first demand, from and against all and any loss or damage incurred by Hirer or its cessionary/ies as a result of or pursuant to any of the Guaranteed Obligations being or becoming void, voidable, unenforceable or ineffective for any reason whatsoever, whether or not known to Hirer or its cessionary/ies, the amount of such loss being the amount which Hirer or it cessionary/ies would otherwise have been entitled to recover from the User in terms of the aforewritten Master Rental Agreement or the schedules thereto;

3.†††††† I/We undertake to pay the amounts referred in clause 1 and 2 and any other amounts owing to Hirer or its Cessionary/ies in terms of the Master Rental Agreement and any schedules thereto at the ruling prescribed rate of interest.

4.†††††† I/ We acknowledge having received a copy of the aforewritten Master Rental Agreement and the schedules hereto and confirm I/ we are aware of the terms thereof;

5.†††††† I/ We shall promptly provide Hirer or its cessionary/ies with such information which is in my/ our possession concerning me/us as Hirer or its cessionary/ies may from time to time reasonably require;

6.†† ††† I/ We shall ensure that my/ our liabilities under this Guarantee will rank at least pari passu in point of priority and security with all such other present or future debts (both actual and contingent) which are secured to the same extent as such liabilities hereunder;

7.†† ††† I/ We renounce the benefits of excussion, division and cedendarum actionem, the nature and extent of which I/ we acknowledge myself/ourselves to be aware;

8.†† ††† No extension of time or indulgence that may be granted to User in the aforewritten Master Rental Agreement at any time, nor any release of any other security or guarantee shall in any way affect my/our liability hereunder;

9.†††††† I / We consent to the jurisdiction of the Magistrateís Court provided Hirer shall be entitled to institute action in any division of the High Court of South Africa having jurisdiction;

10.††††† I/ We agree to make payment of any legal costs that may be awarded against me/us on an Attorney-client scale;

11.††††† I/ We choose as my/ our domicilium citandi et executandi for all purposes arising out of this guarantee, the address/es as set out below;

12.††† † I/ We indemnify and hold Hirer and it cessionary/ies in the event of a cession harmless against any claim arising out of or incidental to the aforewritten Master Rental Agreement, to its breach or its termination for any reason whatsoever;

13.††††† I/ We warrant and represent that I/ we have received and will continue to receive adequate value for the granting of this guarantee;

14.††† † I/ We agree that where it is contemplated that more than one person will sign as guarantor, I or any of us who may have signed as guarantor shall be bound in solidium, irrespective of whether or not the other or others referred to will have executed this document or become bound in terms hereof.

15.††† † We agree that no termination, cancellation, limitation or variation of my/our obligations in terms of this guarantee shall be of any force or effect unless it is in writing and signed by Hirer or its cessionary/ies, in the event of a cession in terms of the aforewritten Master Agreement of Hire;

16.††† † The terms of clauses 12 and 21 of the aforewritten Master Rental Agreement shall apply hereto mutates mutandis