1. DEFINITIONS

1.1. In this agreement, unless the context clearly indicates the contrary intention:

1.1.1. “Agreement”– shall mean these Purchase Terms and Conditions and any additional agreement entered into between the Customer and SHL, whether concluded verbally and / or in writing;

1.1.2. “Commercial Usage” – shall mean the use of any device within a commercial setting in which the use of the device derives an income of any kind;

1.1.3. “Customer” – shall mean such natural or juristic entity entering into a purchase agreement with SHL in respect of the sale of Products or Services;

1.1.4. “Days” – shall mean calendar days;

1.1.5. “Home Usage” – shall mean the use of any device within a non-commercial setting from which no income of any kind is derived; 

1.1.6. “HUGO Intense” – such unit specifically designed and manufactured for Home Usage and intended for personal and private use;

1.1.7. “HUGO Pro” – such unit specifically designed and manufactured for Commercial Usage;

1.1.8. “Manufacturer” – shall refer to SHL, its affiliates and / or subsidiaries being the Manufacturer(s) of the Products sold by SHL; 

1.1.9. “Party” – shall mean either the Customer or SHL and “Parties” shall mean the Customer and SHL collectively;

1.1.10. “Product(s)” – shall mean the new and unused goods as sold by SHL which shall include, but not be limited to, all assembled devices, unassembled devices, parts, accessories and any Services associated therewith; 

1.1.11. “Professional Guarantee” – shall refer to the 90-day money back guarantee that is exclusive to Products purchased for Commercial Usage where the Customer’s business has met the qualifications as set out in section 6.2 herein;

1.1.12. “Purchase Terms” – as used herein shall refer to the terms, conditions and warranties contained in this document;

1.1.13. “Standard Guarantee” – shall refer to the standard 30-day money back guarantee that comes with all Products;

1.1.14. “Services” – shall mean any services offered by SHL and / or its distributors, agents, affiliates or subsidiaries either specifically in connection with the purchase of any Product(s) or as after sales service, maintenance or support and shall include any derivate services which can be offered as a consequence of the purchase of any Products;

1.1.15. “SHL” – shall mean Signature Health Limited, its authorised distributors, agents, affiliates and subsidiaries;

1.1.16. “Warranty” – shall mean the Warranty offered by SHL to the purchaser for the Warranty Period applicable to the specific Products for the periods and the terms as set out herein; and

1.1.17. “Warranty Period” – shall mean the period of time in which the Warranty is valid and enforceable which period shall be calculated from date of delivery to the Customer.

2. GENERAL

2.1. The sale or delivery of any Products or Services are expressly conditional upon the Customers express acceptance of these Purchase Terms together with those terms and conditions contained in any additional written agreement concluded between SHL and the Customer. 

2.2. Any order to purchase, partial payment of any invoiced amount and / or acceptance of delivery shall constitute the Customer’s acceptance of these Purchase Terms. 

2.3. Unless otherwise specified in writing, any quotation issued by SHL shall expire thirty (30) days from its date of issue and may be modified or withdrawn by SHL prior to receipt of any payment thereon. 

2.4. It remains the Customers sole responsibility to acquaint themselves with the Product specific contraindications and neither SHL, its staff or any of its agents, accept any liability for any damages which may result from the Customers omission to do so.

3. DELIVERY AND SHIPPING TERMS

3.1. Shipping and import duties and taxes, where applicable, unless otherwise agreed to in writing by SHL, shall be for the Customer’s account.

3.2. Delivery times are approximate (8 – 12 weeks from receipt of 50% deposit) and are dependent upon prompt receipt by the SHL of all requisite payments and information required to arrange delivery.

3.3. While SHL takes every necessary precaution and measure to ensure that imported items comply with relevant country specific import regulations, SHL shall not be held liable for any delays in delivery caused by customs clearance and inspections and the Customer herewith holds SHL harmless for any damages or harm which may be resultant from any delays in delivery. 

3.4. If any products to be delivered under this Agreement cannot be shipped to or received by the Customer when ready due to any cause attributable to the Customer, SHL may, at its sole discretion, ship the products to a storage facility of its choosing.

3.5. Should SHL place any products into storage as anticipated in 3.4 above, the following shall immediately apply: 

3.5.1. title and risk of loss immediately pass to the Customer, if they have not already passed, and delivery shall be deemed to have occurred;

3.5.2. any amounts otherwise payable to SHL upon delivery or shipment shall be immediately due; and

3.5.3. all amounts owing for storage and additional shipping shall be for the account of the Customer.

3.6. Any liability of SHL for non-delivery of any products shall be limited to replacing the products within a reasonable time or adjusting the invoice reflecting such products and / or quantities actually delivered.  

4. SET-UP AND SERVICE CHARGES

4.1. All charges incidental to set-up and service call outs will be, unless otherwise agreed to in writing, for the account of the Customer which charges may include, but not be limited to, travel disbursements, specialised tools and importation of parts required, which costs, shall be paid by the Customer to SHL within 7 (seven) days of date of invoice. 

5. PAYMENT TERMS 

5.1. 50% of the invoiced amount is payable immediately upon receipt of the invoice after which, the order shall be processed.

5.2. The balance of the purchase price is payable upon notification that the ordered products are ready to be shipped. No product will be shipped until confirmation of payment of the full purchase price is received. 

5.3. Payment shall be made in the in the currency as specified on the invoice.  

5.4. SHL shall be entitled to suspend the delivery of any products should the Customer fail to pay any amounts when due and such failure continues for a period of thirty (30) days following written notice thereof. SHL shall then be entitled to deduct from any monies held such damages and or expenses already incurred. 

5.5. The Customer shall not be entitled to withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with SHL, whether relating to SHL’s breach, bankruptcy or otherwise.

5.6. Should the Customer dispute any invoice or portion thereof, it shall notify SHL in writing within 30 (thirty) days of receipt of said invoice, detail the reason for the dispute, and pay all undisputed amounts. All charges not timely disputed in writing shall be deemed to be undisputed and shall be due and payable as set forth above.

6. RETURNS POLICY: MONEY BACK GUARANTEE

6.1. STANDARD GUARANTEE:

6.1.1. Eligibility: A 30-day money back guarantee is offered in the event that the Customer is not completely satisfied with the Product(s) purchased. This money back guarantee is offered in accordance with the terms and conditions contained in this clause 6.1.

6.1.2. Return Period: The Customer must, within 30 Days of delivery, notify SHL directly of the desire to return the Product(s).

6.1.3. Inspection and Restocking Fee: Provided that inspection by SHL reveals that the goods are in a saleable condition, which decision shall solely be at the discretion of SHL, a refund will be passed to the Customer, less a 20% (twenty percent) restocking fee on the purchase price.

6.2. PROFESSIONAL GUARANTEE:

6.2.1. Eligibility: A 90-day money back guarantee is offered exclusively for Commercial Usage Customers. This money back guarantee is offered in accordance with the terms and conditions contained in this clause 6.2, where the Customer’s business qualifies under our criteria as defined herein below. Only Customers with a business that meets the following criteria are eligible for the Professional Guarantee:

6.2.1.1. The Customer must own a business in which the Product(s) can be effectively utilised;

6.2.1.2. The business as defined in 6.2.1.1 above must have been operational for at least one (1) year; and

6.2.1.3. The Customer’s business must already be generating a minimum average monthly revenue of at least $25,000.00 USD or more over the six (6) month period prior to the purchase of the Product(s).

6.2.2. Return Period: The Customer must, within 90 Days of delivery, notify SHL directly of the desire to return the Product(s).

6.2.3. Inspection and Restocking Fee: A restocking fee of 20% (twenty percent) on the purchase price will be deducted from the refund should the inspection by SHL reveal that the goods have been damaged. Provided that inspection by SHL reveals that the goods do not show any signs of damage and are in a saleable condition, which decision shall solely be at the discretion of SHL, a refund will be passed to the Customer. 

6.2.4. Accounting and Right to Inspect: 

6.2.4.1. The Customer shall maintain records in sufficient detail for purposes of determining the amount of revenue generated by the Product(s). The Customer shall provide to SHL, monthly or upon request, a written accounting that sets forth the manner in which this revenue was calculated.

6.2.4.2. SHL shall have the right to inspect the Customer’s records for the limited purpose of verifying the calculation of the revenue generated by the Product(s), subject to such restrictions as the Customer may reasonably impose to protect the confidentiality of the records. 

6.3. Exceptions: 

6.3.1. The guarantees as defined in 6.1 and 6.2 above are not applicable to special, custom, or made-to-order Product(s), lease arrangements or any pre-owned Product(s).

6.4. Return Authorisation: 

6.4.1. Prior to return shipping, the Customer must obtain written consent and an authorisation and shipping number from SHL. No Product(s) will be accepted by SHL, nor any refunds provided, in the event that the Customer has failed to obtain the prior written consent and authorisation and shipping numbers as set out herein.

6.5. Packaging: 

6.5.1. No shipping cartons, boxes or packaging is to be discarded within the return period as these will be required for return shipment.

6.6. Condition of Returned Products: 

6.6.1. All Products must be returned to SHL or its nominated distributor and / or agent not having suffered damages due to misuse, accidents, negligence or abuse and / or alteration or incorrect usage and / or cleaning and in the original supplied packaging with sufficient insurance to cover the return shipment.

6.7. Shipping and Delivery Charges: 

6.7.1. All shipping, delivery charges and insurance occasioned by a return shall be for the account of the Customer unless such charges are waived, in part or in whole, in writing, by SHL.

6.8. Cancelled Orders: 

6.8.1. In the event that a purchase order, excluding any special, custom, or made-to-order Products, is cancelled prior to delivery but after a deposit has been paid, the full deposit will be refunded to the Customer. 

6.9. Refund Payment: 

6.9.1. SHL will issue the refund upon receipt of the return and verification that these terms and conditions have been complied with. No replacement or refund will be given on returned goods in the event that the Customer has not complied with the instructions as set out herein.

6.10. Force Majeure: 

6.10.1. Please note that any guarantees contained herein do not apply and will be voided in the event of force majeure circumstances, including but not limited to, acts of God, natural disasters, pandemics and / or epidemics, acts of war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riots or other civil unrest, national emergency, revolution, insurrection, or governmental restrictions. 

7. WARRANTY

7.1. The Warranty Periods shall apply as follows:

7.1.1. HOCATT – one year.

7.1.2. HUGO  – one year.

7.2. Parts Covered by the Warranty

7.2.1. HUGO:

7.2.1.1. The driver and all parts within the driver;

7.2.1.2. Mat applicators;

7.2.1.3. Loop applicators; 

7.2.1.4. Rope (long wire) applicators; and

7.2.1.5. Probe connectors.

7.2.2. HOCATT:

7.2.2.1. Electronics which comprise the following:

7.2.2.1.1. Ozone generators;

7.2.2.1.2. CPU and circuit boards;

7.2.2.1.3. Photon lights;

7.2.2.1.4. FAR infrared transformers;

7.2.2.1.5. Steam generator;

7.2.2.1.6. FSM handles excluding the connecting wires;

7.2.2.1.7. Heart rate monitor’s circuit board excluding the cable and sensor;

7.2.2.1.8. Oxygen concentrator; and 

7.2.2.1.9. High and low flow destructor motors excluding the carbon filters.

7.2.2.2. The cabinet / chamber body (shell) shall be covered by the Warranty on condition that the device is utilized in accordance with the instructions as contained in the manuals accompanying the device. 

PLEASE TAKE SPECIAL NOTE OF THE FOLLOWING: 

• the seat, footrest and perimeter seals are not covered by the Warranty;

• discolouration and/or hairline surface cracks that do not hinder the use of the device shall not be covered by the Warranty; and

• rusting of the steam jet after continued use is normal and as such is not covered by this Warranty.

7.3. Warranty Terms and Conditions

7.3.1. SHL warrants to the Customer, in accordance with the following provisions, that its Products, purchased by the Customer directly from SHL, are free from defects in materials, workmanship and design affecting normal use for the duration of the Warranty Period.

7.3.2. This limited Warranty does not cover damage due to external causes, including accident, abuse, misuse, problems with electrical power, servicing not authorized by the manufacturer, usage not in accordance with product instructions, failure to perform required preventive maintenance, any alteration to the internal or external structure of the device, and problems caused by use of parts and components not supplied by the manufacturer or SHL.          

7.3.3. This Warranty covers only the PARTS as specified in clause 7.2 herein above.

7.3.4. The instructions as contained in the user manuals specifically relating to the maintenance, cleaning and use of the equipment require strict adherence. Noncompliance or deviation from the instructions will automatically nullify the Warranty as herein contained. Deviations may include, but are not limited to: 

7.3.4.1. in the instance of the HOCATT, putting pressure on the doors such as using the doors to assist the user in climbing in or out of the device; 

7.3.4.2. in the instance of the HOCATT, using the device to ozonate any oils; and

7.3.4.3. in the case of the HUGO Intense, utilising it for commercial purposes (i.e. in a setting where its use generates an income of any kind). 

7.3.5. Any remedies afforded to the Customer in terms hereof shall be limited to the original purchaser only. Accordingly, any Warranty issued with any purchase is strictly non-transferable and will automatically be void in the event that the unit is resold, transported or relocated, to any location outside of the original delivery destination, without the prior written consent of SHL being obtained. 

7.3.6. No other guarantee or Warranty, expressed or implied, shall be applicable unless contained herein or reduced to writing by SHL. 

7.3.7. This Warranty shall be valid solely for the Warranty Period as set out hereinabove.

7.3.8. Any work conducted by an unqualified or unauthorised party shall affect the validity of the Warranty unless such concession is approved in writing by SHL.

7.3.9. All faults must immediately be reported to SHL.

7.3.10. The Customer shall immediately upon identification of any defects or faults:

7.3.10.1. notify SHL in accordance with the Reporting Warranty Request as set out in 7.4 herein below;

7.3.10.2. provide particulars of the fault or defect detected; and

7.3.10.3. supply SHL or its nominated distributor with any additional documentation and / or photographic proof as may be required. 

7.3.11. Once the terms and conditions as set out herein have been fulfilled, and SHL has confirmed the Customer’s claim, the requisite part shall be dispatched to the Customer. In the event of a HUGO Driver Component, the driver is to be returned to SHL or its nominated distributor for repair or replacement.

7.3.12. Products falling within the ambit of this Warranty and for which a proper claim is made shall, at SHL’s sole discretion, be repaired or replaced at SHL’s expense but shall exclude any costs associated with shipping and / or labour which shall be for the Customer’s account.

7.3.13. All the parts removed from the repaired items shall become the property of SHL.

7.4. Reporting Warranty Requests

7.4.1. In the event that damage or a fault to any component covered by this Warranty is experienced within the Warranty Period, the following procedure is to be followed:

7.4.1.1. Contact SHL or the nearest SHL authorised distributor immediately and provide your name and unit serial number;

7.4.1.2. Submit a clear explanation with supporting documentation such as photos and / or videos of the problem experienced;

7.4.1.3. A technical advisor will evaluate the problem, and may deem it necessary to contact the Customer for further clarification; 

7.4.1.4. The technical advisor will then submit a resolution plan which may include:

7.4.1.4.1. Explanation,

7.4.1.4.2. Local repairs by nominated repair agent, or

7.4.1.4.3. Shipment of replacement components.

7.5. Damages During Shipping

7.5.1. It does not happen often, but shipping damages can occur.

7.5.2. In order to claim a replacement / repair of a device damaged during shipping the following procedure is to be followed:

7.5.2.1. Immediately upon delivery inspect the crates and / or packages for damages.

7.5.2.2. Should there be any visible signs of damage: 

7.5.2.2.1. Do not sign any waybill or delivery sheet and insist that the driver conduct an immediate inspection; and

7.5.2.2.2. Notify the carrier (UPS, Fedex, Trucking Company, etc.) immediately and request them to inspect without delay.

7.5.2.3. In the event that no visible signs of damage are immediately visible, but become apparent after un-crating and after acceptance of delivery, the Customer shall report the damage and / or fault to SHL or the nearest SHL authorised distributor within 24 (twenty-four) hours of delivery.

7.5.2.4. No shipping cartons or packaging is to be discarded as these will be required for the submission of a validclaim.

7.5.3. No replacement or credit will be given on returned goods damaged during shipping in the event that the Customer has not complied with the instructions as set out herein.

8. MINIMUM ADVERTISED PRICING POLICY

8.1. SHL actively supports its Customers in the responsible advertising and promotion through the provision of approved advertising and marketing materials and the nationwide implementation of a Minimum Advertised Pricing Policy (MAPP) for all SHL Products and Services. Accordingly, please check with either SHL or the SHL authorised distributor and / or agent appointed in your jurisdiction for the applicable Minimum Advertised Pricing Policy.

8.2. Notwithstanding anything contained herein to the contrary, SHL reserves the right to unilaterally amend the MAPP prices from time to time.

8.3. The MAPP policy does not establish maximum advertised prices. All Customers may offer SHL Products or Services at any price in excess of the MAPP as set out hereinabove.

8.4. The MAPP policy applies to all marketing of SHL Products and Services in any print or media format and will include, but not be limited to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogues, mail order catalogues, email newsletters, email solicitations, online auctions,  internet or similar electronic media, television, radio, and public signage.

8.5. The MAPP policy will not be applicable to any in-store advertising as long as it remains displayed instore only and is not distributed as set out in hereinabove. 

8.6. The MAPP policy shall not apply to the price at which the Products are actually sold or offered for sale to an individual consumer within the Customer’s premises or over the telephone. SHL’s Customers remain free to use their discretion and offer discounts as they deem fit so long as those discounts are not advertised in any manner whatsoever. 

9. ADVERTISING & PROMOTIONAL GUIDELINES

9.1. Trademarks, Trade Names, Copyright Materials and Advertising

9.1.1. The names “HUGO”, “HUGO Pro”, “HUGO Professional”, “HUGO Intense”, “HUGO High Intensity PEMF”, “HOCATT”, “HOCATT Classic”, “HOCATT Plus”, “HOCATT Gold”, “HOCATT Diamond”, “HOCATT Platinum”,  “HOCATT Titanium”, “HOCATT Home Wellness”, “Home HOCATT”, “Horse HOCATT”, “Equine HOCATT” and “CyberBaric” or any derivatives thereof and any symbols associated therewith are proprietary trade names and/or trademarks (the “Marks”) of SHL. 

9.2. Limited License to Use Company Marks

9.2.1. Each Customer is hereby licensed by SHL to utilise the Marks for purposes directly associated with the sale, distribution or use of the Products.  

9.2.2. All Marks are and shall remain the exclusive property of SHL.

9.2.3. The license granted herein shall be effective only as long as the Customer remains in good standing and in full compliance with SHL’s policies and procedures. 

9.2.4. Notwithstanding the license granted, it is prohibited for a Customer to claim any ownership of the Marks in any way, shape or form unless it has been approved in writing by SHL.

9.2.5. These Marks are of great value to SHL and are supplied to each Customer for use in an expressly authorized manner only. 

9.3. Promotional Materials

9.3.1. Use of any written, printed, recorded or any other material in advertising, promoting or describing any of SHL products which is not provided to the Customer by SHL or which has not been approved in writing by SHL prior to any use thereof, is strictly prohibited.

9.3.2. In the event that any marketing or promotional material is approved by SHL, the Customer shall, at no cost to SHL, make such material available to SHL for its own use and distribution. 

9.3.3. A Customer may develop his or her own marketing techniques, as long as they are not in violation of any SHL policies, any legislative or regulatory codes and regulations.

9.3.4. Unless SHL’s prior written approval is received, the use, production or sale of any sales aids or materials, other than those specifically provided by or approved in writing by SHL, is prohibited. 

9.3.5. No disparaging representations about SHL, its Products, compensation plan or income potentials are permitted.

9.4. Brand Guidelines for Websites

9.4.1. All Customer website marketing and promoting SHL products or SHL business opportunities, without online sales, will be permitted so long as they comply with or are modified to comply with SHL’s relevant Policies. 

9.4.2. No Customer may use any of the Marks, trade names, product names, domain names (URL) or copy or use any SHL materials from any source that may result in misleading or confusing the user into thinking the Customer’s website is that of SHL, its affiliates and / or subsidiaries.

9.4.3. The Customer must link their websites to the relevant Product website should they make reference to that specific Product on their website. 

9.4.4. Customer websites must reflect the core values of SHL and be of good moral content. 

9.4.5. Customer websites must be FDA, TGA, EMA and SAHPRA compliant and must contain a disclaimer that is acquiescent with the guidelines as set out by the FDA, TGA, EMA or SAHPRA, as the case may be, should the website promote and / or sell any product to be consumed or utilised by humans.

9.5. Restrictions and Guidelines on the Use of the Marks

9.5.1. Always write HOCATT™ and HUGO™, or any other registered trademark belonging to SHL, with the trademark (™) symbol; 

9.5.2. HOCATT™ and HUGO™ products must be referred to as “technology” not a therapy.

9.6. Restrictions on the use of Words / Phrases

9.6.1. The following words / phrases may not be utilised when referring to the HOCATT™ and the HUGO™:

9.6.1.1. “therapy”, i.e. do not refer to the HOCATT™ or the HUGO™ as a therapy.

9.6.1.2. “treating”, “curing”, “healing”, “preventing”, “diagnosing” any disease or medical condition.

9.7. Permissible Words / Phrases

9.7.1. The following words / phrases may be utilised when referring to the HOCATT™ and the HUGO™: 

9.7.1.1. Energy management;

9.7.1.2. Lifestyle management;

9.7.1.3. Weight management;

9.7.1.4. Wellness;

9.7.1.5. Vitality;

9.7.1.6. Detox;

9.7.2. Further to the above, it is permissible to make claims about known benefits of an individual therapy / technology. By way of example:

9.7.2.1. “FIR saunas reduce hypertension”  in this example, the statement / claim is referring to FIR infrared saunas in general, rather than claiming that it is the HOCATT™ that reduces hypertension).

9.7.2.2.  “PEMF therapy enhances cellular metabolism”  in this example, the statement / claim is referring to PEMF therapy/devices in general, rather than claiming that it is the HUGO™ that enhances cellular metabolism). 

9.7.3. SHL reserves the right to unilaterally amend the advertising and promotional guidelines from time to time.

10. LIMITATION OF LIABILITY

10.1. In no event shall SHL be liable to the Customer or any third party for any loss of use, revenue or profit or diminution in value, or for any consequential, indirect, incidental, special, exemplary, or punitive damages whether arising out of breach of contract, tort (including negligence) or otherwise, regardless of whether such damages were foreseeable and whether or not the Customer has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose.

10.2. Notwithstanding the above, in no event shall SHL’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid to SHL for the products sold hereunder or, as to services, for the amounts paid to SHL for services performed hereunder.

10.3. This limitation of liability is a material basis for the parties’ bargain and reflects the bargained-for allocation of risks between SHL and the Customer, without which SHL would not have agreed to provide the products and / or services at the price charged.

11. INDEMNIFICATION

11.1. SHL is hereby indemnified and held harmless by the Customer their subsidiaries and affiliates their directors, officers, agents, employees, patients and clients from and against losses, costs, damage, injuries, liabilities claims and demands or causes of action of any nature whatsoever, arising or resulting from damage to or destruction of property, or death of or injury to persons, whether they be third persons, or the employees of the Customer or the Customer’s contractors or subcontractors as a result of the use or misuse of any of the Products. Notwithstanding anything contained herein to the contrary, it is agreed that SHL shall not be liable for any amount greater than the purchase price for any Product or Service provided by SHL to the Customer.

12. COMPLIANCE WITH LAWS

12.1. SHL shall take reasonable steps to ensure the products are in conformity with applicable laws and regulations. However, the Customer acknowledges that products may be used in various jurisdictions for various applications subject to unrelated regulations and therefore that SHL cannot warrant compliance with all applicable laws and regulations. 

12.2. SHL disclaims any representation or warranty that the products conform to federal, state, provincial or local laws, regulations, ordinances, codes or standards, except as expressly set forth by SHL in writing. 

13. AMENDMENT AND WAIVER

13.1. These terms and conditions may only be amended or modified in a writing.

13.2. No waiver or indulgence by SHL of any of the provisions of this Agreement will be binding or effectual for any purpose unless in writing and signed by or on behalf of the Party giving the same. Any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either Party in exercising any right, power or privilege under this Agreement will constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

14. CONFIDENTIAL INFORMATION

14.1. All non-public, confidential or proprietary information of SHL and / or any of its affiliates and / or subsidiaries, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, Customer lists, pricing, discounts or rebates, disclosed by SHL to the Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of fulfilling the terms of  this Agreement and may not be disclosed or copied unless authorized in advance by SHL in writing. 

14.2. Upon SHL’s request, the Customer shall promptly return all documents and other materials received from SHL. 

14.3. SHL shall be entitled to injunctive relief for any violation of this clause.

15. BREACH

15.1. The Customer understands and agrees that it may be impossible to measure in money the damages that may accrue to SHL due to any breach of this Agreement, and that any such money damages may be an insufficient remedy for such failure of performance. Therefore, SHL may pursue equitable remedies, including specific performance and temporary and permanent injunction in such courts of competent jurisdiction as set forth in 18hereunder.

16. FORCE MAJEURE

16.1. SHL shall not be liable or responsible to the Customer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of SHL including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labour disputes (whether or not relating to either Party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

17. GOVERNING LAW AND JURISDICTION

17.1. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the Laws of the Republic of South Africa.

17.2. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the High Court of South Africa, Western Cape Provincial District. 

18. NOTICES

18.1. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the issued invoice or to such other address that may be designated by the receiving Party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). 

18.2. Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.

19. SEVERABILITY

19.1. Should any term or provision of this Agreement be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

20. SURVIVAL

20.1. Such provisions of this agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of these terms and conditions including, but not limited to, Compliance with Laws, Confidential Information, Governing Law, Indemnification, Submission to Jurisdiction and Survival.

21. COMPLETE AGREEMENT

21.1. These general terms and conditions constitute the entire Purchase Terms between SHL and the Customer relating to the subject matter hereof, and supersede all prior and contemporaneous discussions, understandings, and agreements related to the subject matter hereof.