General Terms and Conditions of Sale

1. All orders are accepted by us subject to the following terms and conditions only. If any qualification is made by the Purchaser it shall not form part of a contract unless expressly agreed upon by us in writing. Any prior representations or warranties by anyone on our behalf are hereby expressly excluded.

2. Unless a statement to the contrary is contained therein our tender is open for acceptance for thirty (30) days only from date of quotation — after expiry of thirty (30) days, the Purchaser’s acceptance or offer is subject to further confirmation or acceptance by us.

3. All information in our quotations, specifications and drawings supplied by us are submitted in confidence for the use and information of the Purchaser only. They shall not be used by the Purchaser except for the purpose of the order, nor shall they be disclosed to any third party for any purpose whatsoever.

4. Our products are carefully inspected and, where practical, submitted to our standard tests in our works. If the Purchaser requires special tests, or tests in his presence, or in the presence of his representatives, these will be charged for at extra prices and in the event of any delay on his part in attending such tests after seven days notice that we are ready, the tests will proceed in his absence and shall be deemed to have been made in his presence. The above applies to tests which may be either at our works or on site.

5. Except when performances are quoted in accordance with recognized test codes, any figures given for performances are based upon our experience and are such as we expect to obtain on test, and any departure from these figures shall not invalidate the contract or entitle the purchaser to compensation or damages. We are to be entitled to assume that figures and information given to us by the Purchaser or his representatives are accurate.

6. Should any material or equipment of our manufacture prove faulty without extraneous cause during the period of twelve (12) months from time of delivery, it will be repaired or replaced by us free of charge subject to the condition, however, that our liability shall be limited to the replacement or repair of such faulty parts of which we shall have been notified in writing within the said period and we are not to be responsible for damage, direct or consequential, arising from any cause whatsoever. All charges and expenses incurred (including wages) for dismantling or for fitting replacement parts are for the Purchaser’s account. Any such parts for repair or replacement shall be sent to our works, carriage paid. Our responsibility in respect of equipment supplied by us but manufactured by others, shall be limited to such warranties as are given by the manufacturers to us and which warranties have been fulfilled to us.

7. It shall be understood that the equipment specified in our tender documents and drawings is substantially that necessary for the performance of the duties contemplated, but we reserve the right upon final check to our calculations, to alter designs where we consider that such changes are in the interests of more effective or economic operation of the equipment.

8. Prices quoted are subject to the terms of payment as indicated below. No defect in the materials or goods shall operate to interfere with or defer the terms of payment, which must be carried out whether or not the Purchaser claims in respect of such defect.

9. Unless otherwise specified all tendered prices and terms are subject to adjustment by us in case of obvious error or in respect of any changes after tender date in cost caused by variations in prices of raw materials or equipment or in rates of labour, duty, currency exchange, railage, freights or taxes or any other circumstances beyond our control.

10. The prices quoted are for carrying out the work in normal working hours. In the event of work being carried out at overtime rates, at the insistence of the Purchaser, the tendered prices shall be subject to adjustment accordingly.

11. Unless otherwise stated in our tender the goods are sent by ordinary goods delivery carriage forward to the nearest principal railway station, or by other transport at our option. Any extra cost incurred by delivery by any other means at the insistence of the Purchaser must be borne by the Purchaser.

12. Every effort will be made by us to adhere to any dispatch dates given for delivery, but it is stipulated that such dates are approximate only. The Purchaser may not cancel the contract for delay in delivery unless by agreement with us. Under no circumstances shall we be liable for loss or consequential damages caused by non-delivery or delay in delivery. Date of delivery shall in all cases be adjustable having regard to the time of receipt by us of final written instructions enabling us to proceed with the order and/or delivery. Place of delivery must be agreed to by us and in the event that at the time of delivery — the said place is not ready or accessible or possible, we reserve the right to deliver at the nearest suitable place at which delivery can reasonably be made in our estimation. Any additional charges including demurrage, storage, handling charges, etc., accruing as a result thereof, shall be for the Purchaser’s account.

13. All goods which have been supplied in accordance with the Purchaser’s order, but are subsequently returned, will only be credited provided that our written agreement on such a return has been obtained and that the price at which the goods will be credited has been agreed upon.

14. The following shall apply in respect of delivery and inspection of the goods or equipment ordered:

• i) Advice of non-delivery be made to us within twenty-one (21) days from date of invoice or advice note.
• ii) The risk in the equipment or goods ordered shall pass to the Purchaser upon delivery as contemplated herein.
• iii) Any damage or discrepancy existing in the goods or equipment ordered, at time of delivery, must be notified to us within three (3) days of receipt of goods or equipment, otherwise the same shall be deemed to have been inspected and found in good condition.

15. Should we agree to cancellation of an order, or part thereof, such cancellation shall be subject to the Purchaser’s meeting all our cost, charges, damages and expenses incurred by us of whatsoever nature prior to cancellation including transport, storage, etc.

16. If forwarding instructions are not received by us within seven (7) days after date of notification that the goods are ready for despatch the goods will be invoiced and the Purchaser shall pay for them in accordance with quoted terms of payment and take delivery or arrange for storage at his own expense.

17. The following shall apply in the event of the Purchaser’s default, or in respect of ownership of the goods or equipment supplied, until the Purchaser has paid the entire purchase price in full:

• i) In the event of failure by the Purchaser to pay as stipulated herein, or in the event of any other breach by the Purchaser of the terms hereof, we shall be entitled to enter upon the premises without further permission and effect removal and to repossess the goods or equipment, and in such event, the Purchaser shall be liable to us for all damages, costs, losses and expenses included.
• ii) The ownership in any goods or equipment the subject of an order, shall not pass to the Purchaser until the entire purchase price has been received by us in full in cash and such ownership shall remain vested in us until this condition is fulfilled. Goods or equipment whether affixed to immovable property or not shall be deemed to remain movable property in the sense that we shall have the right to remove same without claim upon us for any damage which may be said to result to any immovable property by such removal, including where the Purchaser is not the owner of the immovable property concerned.

18. We reserve the right at any time to cancel and withdraw from any contract should we not be able to obtain satisfactory guarantees for the due and prompt payment to us of all monies which are due or to become due in respect of the contract.

19.1. Terms of payment are, unless otherwise agreed in writing by us, net cash within thirty (30) days from date of first statement.

19.2. Should the Purchaser fail to pay any amount owing to us on due date, interest shall accrue on the outstanding balance (including any unpaid interest, fees and charges already accrued) at a rate of 28% (twenty-eight percent) per annum, calculated daily on the daily outstanding balance and compounded monthly in arrears on the last day of each calendar month, from due date until date of actual payment, both dates inclusive.

19.3. The Purchaser acknowledges and agrees that interest so calculated may be capitalised monthly and added to the outstanding balance, whereafter further interest shall accrue on the increased balance in the manner set out above.

19.4. Notwithstanding the foregoing, we shall not be entitled to recover interest which, when added to any other unpaid amount not constituting principal debt (including default administration charges, collection commission and legal costs), exceeds the unpaid balance of the principal debt outstanding as at the time the default occurs, as contemplated by the common law in duplum rule and, to the extent applicable, section 103(5) of the National Credit Act 34 of 2005.

19.5. We reserve the right to deliver C.O.D. or to withhold delivery of goods, or part thereof, if in our sole discretion we decide the Purchaser’s outstanding indebtedness (including accrued and compounded interest) exceeds reasonable credit allowances, or for any other reason in our discretion.

20. In respect of any goods or equipment in which ownership has not yet passed to the Purchaser in terms of clause 17(ii), the Purchaser:

• i) Shall, at his expense, keep protected and in good order;
• ii) Shall give the seller or its agent access thereto at any time on demand;
• iii) Shall not pledge, hypothecate or change the same or give or allow or render same to be subject to any lien thereon;
• iv) Shall keep the same at his sole risk and shall bear all loss, damage, and depreciation thereto arising from any cause whatsoever;
• v) Shall not cede or assign his rights under this agreement; and
• vi) Shall not sell any such goods or equipment unless he has become the Owner thereof in terms of these conditions.

21. Any contract arising from this tender shall in all respects be construed in conformity with the laws of the Republic of South Africa and shall be subject to the jurisdiction of the South African Courts.

22. All queries and requests for credit must be made, in writing, within 30 days from date of statement. The related invoice number must be supplied with the request.

23. Should we be asked to buy-out any components or products and these are then returned for credit, the credit will be passed subject to us receiving the same.

24. Should the Purchaser fail to pay any amount due to us on due date, the Purchaser shall be liable for all legal costs incurred by us in recovering such amount, on the scale as between attorney and client, together with collection commission and tracing fees, subject in each case to any applicable statutory limits.

25. We shall be entitled, without the Purchaser’s consent, to cede, assign, transfer or otherwise dispose of our rights under any contract to which these conditions apply, including for purposes of factoring or securitisation, and the Purchaser hereby consents to any such cession, assignment or transfer.

26. These conditions, together with the credit application and any deed of suretyship incorporating them, constitute the entire agreement between the parties in respect of their subject matter, and no variation, addition, deletion or cancellation of these conditions shall be of any force or effect unless reduced to writing and signed by or on behalf of both parties.

27. Should any provision of these conditions be found by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect as if the invalid or unenforceable provision had not been included.

28. Personal information provided by the Purchaser, its directors, owners, members or sureties (including identity numbers, contact details and banking details) will be processed by us for purposes of assessing and administering this credit facility and recovering amounts owing to us, in accordance with the Protection of Personal Information Act 4 of 2013. By signing the credit application, the Purchaser and any surety consent to such processing and to reasonable enquiries being made with credit bureaux and trade references for these purposes.

29. We reserve the right to amend, add to or replace these terms and conditions at any time and without prior notice. The version published on our website at the relevant time shall apply, and it remains the Purchaser’s responsibility to review these terms and conditions periodically.