• This Credit Terms and Conditions (CTC) will commence on the execution date and shall continue for a period of twelve months, which, shall result in automatic termination of the CTC without notice save where the CTC is terminated earlier based on the Termination Clause.

2.1 Nothing in this Agreement shall exclude or restrict either Party’s liability for:

2.1.1 Fraud, misrepresentation or misinformation;

2.1.2 death or personal injury resulting from the negligence of a Party or its employees while acting in the course of their employment; or

2.1.3 any other liability that cannot be limited or excluded by law

2.2 RDD shall not be liable for:

2.2.1 loss of profits;

2.2.2 loss of business;

2.2.3 loss of contract;

2.2.4 loss of anticipated savings;

2.2.5 loss of production;

2.2.6 loss of or corruption to data; or

2.2.7 any special, indirect, or consequential loss or damage whatsoever.

2.3 You will indemnify and keep RDD indemnified fully in respect of and in connection with:

2.3.1 all loss and/or expense which results from defective workmanship or design supplied by SCA to Customer; and

2.3.2 all loss and/or expense, and all actions, claims, demands, costs, and expenses incurred by or made against Us which arise from defective materials, the provision of the SCA and/or advice given, or anything done or omitted to be done under, or in connection with this agreement by the SCA including losses/expenses incurred due to the SCA’s negligence.

2.4 RDD will not take any responsibility or liability, whether directly or indirectly, resulting from any wrong or incorrect or unintelligible information shared with RDD for purposes of executing the CTC.

3.1 If RDD issues SCA with an invoice for purposes of making payment under this CTC, and fail to make such payment as per the invoice, SCA will pay interest on the overdue sum from the due date until payment of the overdue sum whether before or after judgment.

3.2 The applicable interest rate, which is at 2.5% per month, will accrue each day upon failure to make the whole payment within the payment period as per the invoice.

3.3 Unless expressly indicated to the contrary, all amounts set forth in this CTC, or any Schedules, are in United States Dollars (USD), and all payments shall be made to RDD in USD by bank wire transfer in immediately available funds to an account designated by RDD.

3.4 We reserve the right to determine the applicable Foreign Exchange Rates that will not be below the Central Bank’s or Reserve Bank’s daily rates but may be slightly higher based on the best rates that a regulated Foreign Exchange may offer RDD.

3.5 The SCA is liable for all bank charges in any form or model transaction taking place pertaining to an order made or canceled.

3.6 The SCA is subject to a 15% restocking fee for any canceled orders.

3.7 We reserve the right to:

3.7.1 adopt the Foreign Exchange rate that provides Us with the best rates.

3.7.2 consider inflation when pursuing any money owed to us.

Examples of payment:

Billing Period

When we bill USD 7,500, you will be required to pay the USD 7,500 in USD within the CTC notice period.

Payment Post the Notice Period

We will be biased when factoring in the currency fluctuation. If inflation devalues the currency, we will factor in inflation before determining the

amount to bill (including the applicable interest rates).

If there is deflation, the billable amount during the notice period will remain as is and all applicable interest rates will be applied.

4.1 We may require the provision of an irrevocable bank guarantee of an equal sum to the amount being offered as a credit to You . In this case, a Bank is as per the provisions of the banking laws or any law that enables licensing of an entity to operate as a bank.

4.2 We may require the provision of an irrevocable bank guarantee any time after your credit application has been approved or even after operating for a while without the use of irrevocable bank guarantee.

4.3 While the CTC will last for a period of one-year (read 12 months), the irrevocable bank guarantee of the equal sum issued as credit must last for a period of thirteen (13) months or as advised by RDD.

4.4 Once the Invoice payment period expires, and further fails to make payment within 15 days thereafter, we will exercise the payment rights under the irrevocable bank guarantee, or any other model as provided under Clause 4.6 and 4.7.

4.5 In the event the irrevocable bank guarantee option is exercised by Us while the CTC is still active, You will be required to reinstate irrevocable bank guarantee to be in line with the credit issued, failure to do so will result in RDD declining to process any of Your Order requests.

4.6 RDD will use other models of guarantee including but not limited to -:

4.6.1 postdated cheques; or

4.6.2 letter of credit.

4.7 Where there is no guarantee issued or demanded by RDD, RDD reserves the right to sue a current director or directors, as the guarantor or guarantors, of the SCA to recover the unpaid invoices. However, before exercising this right, RDD will directly deal with the SCA before holding the SCA and its directors jointly or severally liable.

Without prejudice to any other rights or remedies that RDD may have, you acknowledge and agree that damages alone will not be adequate remedy for any breach of the terms of this agreement by You. Therefore, we will be entitled to remedies including but not limited to injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this CTC.

6.1 An event or sequence of events beyond a party’s reasonable control (which could not reasonably have been anticipated and avoided by a party) preventing or delaying it from performing its obligations hereunder, including without limitation war, revolution, terrorism, riot or civil commotion, or reasonable precautions against any such; strikes, lockouts or other industrial action, whether of the affected party’s own employees or others; blockage or embargo; acts of or restrictions imposed by government or public authority; explosion, fire, corrosion, flood, natural disaster, or adverse weather conditions. Force Majeure does not include inability to pay.

6.2 Any action or inaction from the principal supplier, supplier, logistic company supplying (including but not limited to agents, assigns, partners or whosoever of the aforementioned) or a service provider hired directly or indirectly to supply to RDD of any product, equipment, or software that causes whatsoever delay, whether directly or indirectly, that RDD is not in control shall be considered force majeure

6.3 If any events or circumstances prevent any party from carrying out its obligations under the CTC for a continuous period of more than 30 Business Days, either party may terminate this Contract immediately by giving written notice to the other party.

7.1 We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of Our rights and obligations under this agreement.

7.2 You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of Our equipment, products, gadgets, rights, or obligations under this agreement.

7.3 Any property or equipment issued to You under this CTC does not grant You whatsoever proprietary rights as it is held in trust of RDD, however, the risk concerning the property, product, gadget, or equipment is transferred to You once the property, product, gadget, or equipment is in Your possession whether directly or indirectly and regardless of any damage, or loss, whether intentional or not, You will be liable to the fullest extent including the incidental costs.

7.4 RDD reserves the right to access your facilities to take its property or directly sue your customers for having acquired property with bad title.

8.1 On signing the CTC, you authorize Us, without whatsoever reservations:

8.1.1 to collect or access any information from any Credit Reference Bureau (CRB) or its equivalent whether in or outside country of operation concerning Your credit profile and those of the Directors or Guarantors for credit appraisal.

8.1.2 to share Your credit information and those of the Directors or Guarantors with a licensed CRB and Financial Institutions whether in or outside the country of operation.

8.1.3 You, your partners, associates, shareholders, directors, guarantors, agents, or whosoever hold harmless the CRB, Financial Institutions and RDD or its partners, associates, shareholders, agents, or whosoever for whatsoever claim concerning any action or inaction, whether directly or indirectly, arising from Our engagement with a CRB, Financial Institutions or its equivalent concerning Your activities with Us

8.1.4 the terms and conditions of the Credit Reference Bureau of the billing jurisdiction that RDD has signed will apply to this Clause.

9.1 You undertake that You will not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning Our business, affairs, customers, clients or suppliers or of any member of the group of companies to which You belong, except as permitted by Clause 9.2.

9.2 You may disclose the Our confidential information:

9.2.1 to Your employees, officers, representatives or advisers who need to know such information for the purposes of exercising Your rights or carrying out Your obligations under or directly in connection with this agreement. You Will ensure that Your employees, officers, representatives or advisers to whom You discloses the Our confidential information comply with this Clause; and

9.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

9.3 You will not use any of Our confidential information for any purpose other than to exercise Your rights and perform Your obligations under or in connection with this agreement.

We collect information for purposes of processing or effecting the intended relationship. However, the information collected will be processed for various purposes including but not limited to marketing, effecting the provisions of the CTC, securing counsel from Our legal advisor, taking any legal action against you, conduct any investigation, process payments, auditors, inter associated company exchange of data, engage Credit Reference Bureau and as notified by Us in compliance with the applicable data protection laws.

11.1 Without affecting any other right or remedy available to RDD or SCA, either party may terminate this agreement with immediate effect by giving notice to the other party if:

11.1.1 You fail to pay any amount due under this agreement on the due date for payment and remains in default not less than thirty days after being notified through the initial invoice to make such payment;

11.1.2 the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 15 days after being notified in writing to do so;

11.1.3 the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;

11.1.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of the applicable insolvency or bankruptcy laws;

11.1.5 the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with any of its creditors;

11.1.6 a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership);

11.1.7 an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company);

11.1.8 the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

11.1.9 a person becomes entitled to appoint a receiver over all or any of the assets of the other party or a receiver is appointed over all or any of the assets of the other party;

11.1.10 the other party (being an individual) is the subject of a bankruptcy petition, application or order;

11.1.11 a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;

11.1.12 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in Clause 11.1.14 to Clause 11.1.11 (inclusive);

11.1.13 the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;

11.1.14 the other party (being an individual) dies or, by reason of illness or incapacity (whether mental or physical), is incapable of managing their own affairs or becomes a patient under any mental health legislation; or

11.1.15 any information given by the SCA is found to be untrue or misleading.

11.2 For the purposes of Clause 11.1.2, material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:

11.2.1 a substantial portion of this agreement; or

11.2.2 any of the obligations set out in this CTC,

11.2.3 over the term of this agreement. In deciding whether any breach is material no regard shall be factored in to whether it occurs by some accident, mishap, mistake or misunderstanding.

11.3 Without affecting any other right or remedy available to it, we may terminate this agreement on giving not less than one months’ written notice to You.

11.4 If the CTC expires and You continue to make orders after the expiration date (with or without a renewal being considered), the terms of this CTC will continue to apply as if the same had not expired. We reserve the right to introduce any other new terms as per Clause 18 of this CTC.

12.1 The termination or expiry of this CTC, the following Clauses will continue to be in force: 2, 3, 4, 5, 7, 8, 9, 10, 12, 13, 14, 15, 16, 18, 19, 20, 21, 22,

23, and 24.

12.1 The termination or expiry of this CTC will not affect any right, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, as read together with Clause 12.1 and including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiration.

No party shall make, or permit any person to make, any public announcement concerning the existence, subject matter or terms of this agreement, the wider transactions contemplated by it, or the relationship between the parties, without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except when enforcing any contractual rights, as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

14.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

14.2 However, you agree that We will have remedies in respect of any documentary evidence adduced by You or Your representatives or whosoever that we rely on for purposes of determining the engagement in this CTC or the Credit Limit to be issued in Your favour . You agree that We will have a claim for innocent or negligent misrepresentation based on any statement in this agreement.

15.1 Each party will take care of their respective costs incurred in connection with the negotiation, preparation, execution of this CTC and related documents.

15.2 We will not be liable or required to reimburse You any direct or indirect expenses incurred when intending to comply or when complying with Our requirements be it under First, Renewal or any Subsequent Applications.

15.3 We will have the right to recover any direct or indirect costs incurred when pursuing any of our interests against You, your partners, agents, assigns or whosoever.

15.4 The applicant agrees that Red Dot Distribution Ltd has the right to surety from the director(s) in their private and individual capacity/capacities in the event that the applicant defaults on payments for products purchased from the creditor (Red Dot Distribution Ltd) beyond the approved credit terms issued

16.1 If the producer, developer or manufacturer of any equipment or solution purchased from RDD has a warranty, such warranty is exclusively issued by that producer, developer or manufacturer. RDD will not be liable for any warranty neither does RDD know or understand the model of how the producer, developer or manufacturer determines whether or not the warranty can or cannot be exercised.

16.2 RDD may merely facilitate interaction between the SCA/Purchaser of the product and producer, developer or manufacturer; however, such assistance by RDD shall not be construed as:

16.2.1 creating any obligation on the part of RDD to be the facilitator of such interactions between the producer, developer or manufacturer of the solution;

16.2.2 RDD is the key channel between the SCA/Purchaser and the producer, developer or manufacturer;

16.2.3 creating any expectation, whether legitimate or not, that RDD can help the purchaser secure a favorable outcome during the warranty discussion.

16.3 The SCA/Purchaser is well aware that considering the product has clear information and is well aware of the product by having conducted the necessary research, the SCA/Purchaser confirms that it can independently engage the producer, developer or manufacturer.

16.4 RDD shall not be liable for any claim, whether directly or indirectly, whether there is a warranty or lack of the same.

If there is an inconsistency between any of the provisions in the main body of this CTC and the Schedules, the provisions in the main body of this agreement will prevail.

We reserve the right to unilaterally vary any part of the CTC. The arising revisions will be effective after 30 days counting from the date of the variation notification being made to You.

Any notice provided for under this CTC shall be deemed effective when delivered in person , by email or twenty (20) days after the deposit in the mail by registered mail, postage prepaid and addressed to the party listed as the signatory of the Agreement, or to such different addresses as either party may designate in writing to the other pursuant to this paragraph.

A waiver of any right or remedy under this CTC is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Except as expressly provided in this CTC, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

22.1 If any clause or sub-clause of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant clause or sub-clause shall be deemed deleted.

Any modification to or deletion of a clause or sub-clause under this clause shall not affect the validity and enforceability of the rest of this agreement.

22.2 If any clause or sub-clause of this agreement is invalid, illegal or unenforceable, we shall in good faith exercise Our right under Clause 18 to revise the clause or sub-clause to ensure it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

23.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

23.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

24.1 Unless it expressly states otherwise, this agreement does not give rise to any third-party rights save for RDD, which has the right to effect any legal rights concerning this CTC through any of its associated companies.

Any person that appends his or her signature herein is assumed to have the authority to do so and the same is binding on the entity the person signing represents.

25. GOVERNING LAW AND JURISDICTION

This agreement shall be governed by, construed, and enforced in accordance with the laws of the country of SCA operation or as determined by RDD. All disputes, controversies or differences that may arise between the parties, out of or in connection with this Agreement, or for the breach thereof, shall be finally settled by the Courts of SCA operations or as determined by RDD. The forum shall be in SCA country of operations or as determined by RDD.

RDD’s policies, including but not limited to the Code of Conduct, Anti-Corruption Policies, Anti-Bribery Policies, Anti-Money Laundering and Counter Financing of Terrorism, Data Protection Policies are applicable and binding. It includes any limitations arising due to sanctions affecting a country, business, individual, market, or policies or directives of the manufacturer or producer.

Any person that appends his or her signature herein is assumed to have the authority to do so and the same is binding on the entity the person signing represents.

IN WITNESS whereof RDD and SCA independently confirm that each has sort independent professional advise (legal, accountant, financial analyst, among others) and hereunto set their respective hands to unreservedly effect the provision of the CTC.