With Products on Credit * Guarantor(s) names should agree with those on Certificate of Guarantee – Executed as Deed.

In consideration of the provision of credit and the sale of the Products to the Customer:

1. I/We guarantee payment to SPFA of the whole price charged by SPFA for Products supplied to the Customer from time to time, without any deduction or setoff whatsoever. I/We also guarantee payment of any other monies now or in the future owing by the Customer to SPFA. I/We also guarantee the performance of the obligations of the Customer pursuant to the guarantee given by the Customer to SPFA in the Contract.

2. I/We indemnify SPFA against all costs, losses and expenses which SPFA incur as a result of any default by the Customer. I/We agree to pay any duty assessed on this Guarantee.

3. My/Our guarantee and indemnity under this Guarantee is a continuing guarantee and will not be affected:
(a) if SPFA grants any extension of time or other indulgence to the Customer or varies the terms of the Customer’s account (even if this increases my/our liability under this Guarantee).
(b) by the release of any of the Guarantors or if this Guarantee is or becomes unenforceable against one or more of the Guarantors.
(c) any payment by the Customer being later avoided by law, whether or not I/we have been given notice of these matters.

4. I/We agree that an application for credit made by the Customer is deemed to have been accepted from the date of the first invoice by SPFA to the Customer and, without further notice to me/us, this Guarantee will extend to all liabilities from the Customer to SPFA.

5. This Guarantee may be withdrawn by the Guarantor(s) on expiry of 14 days following written notice of withdrawal being delivered to SPFA’s Company Secretary at its registered office. This Guarantee will continue in force in respect of all debt incurred up to the date of withdrawal.

6. As security for the obligations and liabilities of the Guarantor(s):
(a) I/We charge all of my/our legal and equitable interest (including as beneficial owner, both present and future) of whatsoever nature held in any and all Real Property in favour of SPFA, with the due and punctual payment and performance of those obligations and liabilities of the Guarantor(s);
(b) Without limiting the generality of the charge in clause 6(a), I/we agree on request by SPFA to execute any documents and do all things reasonably required by SPFA to register a mortgage security over any Real Property. In the event that the Guarantor(s) fails to deliver the requested documents, the Guarantor(s) hereby appoints SPFA to be the Guarantor’s(s’) lawful attorney for the purposes of executing and registering such documents. I/We indemnify SPFA on an indemnity basis against all costs and expenses incurred by SPFA as the case may be in connection with the preparation and registration of such mortgage documents;
(c) I/We consent unconditionally to SPFA lodging a caveat or caveats noting its interest in any Real Property;
(d) We agree to advise SPFA in writing of the occurrence of any Insolvency Event, any change in my/our name, ownership or control, or any step being taken to sell an asset or assets (separately or together having a value being greater than 20% in value of my/our gross assets) as soon as practicable and not later than within two business days of such event, change or step occurring;
(e) If any payment made by or on behalf of the Customer is alleged to be void or voidable by any liquidator or like officer of the Customer under any law related to insolvency, I/we indemnify SPFA against any costs or losses it may incur in connection with such claim. This indemnity shall continue to apply notwithstanding any withdrawal under clause 5;
(f) If the charge created by clause 6(a) is or becomes void or unenforceable, it may be severed from this Guarantee without any effect on SPFA’s rights against the Guarantor(s);
(g) If the Guarantor(s) is a trustee of a trust, the Guarantor(s) enters into this agreement in both the Guarantor’s personal capacity and as trustee of that trust.

7. Any condition or agreement under this Guarantee by or in favour of two or more persons is deemed to bind them jointly and severally, or be in favour of each of them severally. If the Guarantor comprises more than one person SPFA may at any time, and from time to time, proceed against any or all of them in respect of the Guarantor’s obligations as SPFA may choose in its absolute discretion, and SPFA is not to be obliged to make any claim against all the persons comprising the Guarantor.

8. Until the whole of the Customer’s obligations have been paid or satisfied in full, the Guarantor must not (except with the prior written consent of SPFA) either directly or indirectly, and either before or after the winding up or bankruptcy of the Customer, or any person, take any steps to recover or enforce a right or claim against the Customer relating to any sum paid by the Guarantor to SPFA under this Guarantee including without limitation proving or claiming in competition with SPFA so as to diminish any distribution, dividend or payment which, but for the proof or claim, SPFA would be entitled to receive pursuant to the winding up or bankruptcy of the Customer.

9. The definitions in the Contract shall apply in this Guarantee, except that “Real Property” shall mean all real property owned by the Guarantor(s) now or in the future, solely or jointly. Also, singular words include the plural and vice versa and references to any party to this Guarantee include that party’s executors, administrators, substitutes, successors or permitted assigns.