General Terms & Conditions of Sale

1. Definitions & Interpretations

1.1. The headings of clauses are for convenience only and shall not be used in interpretation nor modify nor amplify these terms and conditions.

1.2. Unless contrary intention clearly appears, words importing:

• Any one gender includes the other two genders;
• The singular includes the plural and vice versa;
• Natural persons include created entities and vice versa.

1.3. The following terms shall have the meanings assigned below:

• Supplier — Aspercon (Pty) Ltd;
• Purchaser — any person or entity which ordered Goods from the Supplier;
• Contract — these Terms and Conditions together with any Order and/or Tender and/or Special Conditions agreed in writing;
• Delivery — delivery in compliance with the terms of the contract on or before the delivery date;
• Delivery Date — the date of delivery as agreed between the parties and recorded in the Contract;
• Drawings — all documentation provided by the Purchaser to the Supplier necessary for manufacture and/or rendering the Goods;
• Erection — installation and commissioning of the goods supplied;
• Goods — machinery, plant, equipment, apparatus, products, materials, labour, and service as specified in the Contract;
• Order — proposed terms of sale and delivery as proposed by the Purchaser;
• Tender — an offer presented by the Supplier to the Purchaser;
• Special Conditions — other conditions annexed to or issued with these General Conditions.

2. Application

2.1. These Terms and Conditions apply to all agreements whether oral or written between the Supplier and the Purchaser.

2.2. Should the provisions of a written Tender and/or written Order differ from these Terms and Conditions, the Tender/Order shall prevail.

2.3. Written provisions inserted by the Purchaser on the Tender or Order are not binding on the Supplier unless duly signed by the Supplier's authorised representative.

3. The Tender

3.1. The Supplier's tender is valid for 30 (thirty) days from the date of issue, after which it lapses automatically.

3.2. The Supplier may withdraw the Tender at any time prior to receiving written acceptance from the Purchaser.

4. Modifications and Amendments

4.1. Any alterations and amendments to the Contract are not binding unless reduced to writing and signed by both parties.

4.2. The Supplier reserves the right to amend these Terms and Conditions at any time. Such amendments are binding upon the Purchaser on receipt of written notification.

5. Prices

5.1. All quoted prices are net. Packing is not included in the pricing.

6. Payment

6.1. Payment terms are 30 (thirty) days net from date of statement.

6.2. A deposit of 50% (fifty percent) of the quoted price may be required prior to commencement of work.

6.3. The balance of the purchase price shall be paid within 30 (thirty) days from date of statement.

6.4. The Purchaser is responsible for all bank charges and commissions.

6.5. The Purchaser shall not withhold, defer, or deduct from any payment due to the Supplier.

6.6. Overdue amounts accrue interest at the prime bank rate charged by Johannesburg Commercial Banks on overdraft.

6.7. Should the Purchaser fail to pay and the account be handed over for collection, the Purchaser shall pay costs on attorney and own client scale, including a collection commission of 10% on all payments made.

6.8. The Supplier reserves the right to demand an irrevocable letter of credit acceptable by a South African bank as payment before Delivery is made.

7. Reservation of Ownership

7.1. Notwithstanding delivery, Goods remain the sole property of the Supplier until full payment is received.

7.2. While ownership vests in the Supplier, the Purchaser may not pledge, use as security, or resell the Goods.

7.3. The Supplier has the right to retake possession of the Goods in cases of breach or non-payment.

8. Intellectual Property Rights

8.1. The Purchaser shall have no claim against the Supplier arising from any intellectual property right relating to Goods sold being infringed, cancelled, or declared invalid.

8.2. The Purchaser indemnifies the Supplier against all claims arising from infringement of intellectual property rights of any third party caused through the Drawings.

9. Confidentiality

9.1. The Purchaser shall keep confidential all documents submitted by the Supplier with the Tender and shall return such documents on demand.

9.2. Ownership of such documents and all intellectual property rights derived from them vests at all times in the Supplier.

10. Drawings

10.1. Delivery periods only commence from the date the Drawings are delivered to the Supplier.

10.2. The Purchaser is solely responsible for any faults or damage resulting from the use of the Drawings.

10.3. The Purchaser is liable for any damages the Supplier suffers due to the Purchaser's delay in providing Drawings.

11. Terms of Delivery

11.1. Delivery periods are calculated from the date of receipt of a written order in accordance with the Supplier's standard Order form.

11.2. All delivery dates are approximate only. The Purchaser is not entitled to cancel or claim damages for delivery delays.

11.3. The Supplier is entitled to a reasonable extension of time for delays caused by fire, strike, accident, acts of third parties, civil or military authorities, breakdown of machinery, supply delays, or Acts of God.

11.4. The Supplier has the right to effect part-deliveries.

11.5. Goods showing minor faults may not be rejected by the Purchaser.

11.6. Delivery is deemed to have been made: (a) where the contract does not include erection — when goods are dispatched from the Supplier's factory; (b) where erection is included — upon completion of the work.

11.7. If delivery is delayed at the request of the Purchaser: (a) storage charges apply at 0.5% of the invoiced amount per month; (b) where erection is included, all extra costs including salaries, wages, and travel are for the Purchaser's account.

12. Passing of Risk and Insurance

12.1. Risk passes to the Purchaser on delivery as specified in clause 11.

12.2. Where the Purchaser takes Goods on trial before delivery, risk vests in the Purchaser for any period the Goods are not at the Supplier's premises.

12.3. If delivery is delayed at the Purchaser's request, risk passes at the date when delivery should have taken place.

12.4. The Purchaser shall insure the Goods from the time risk vests until full payment. If the Purchaser fails to insure, the Supplier may effect such insurance and the Purchaser shall reimburse the cost.

13. Performance and Guarantee

13.1. The Supplier warrants that all manufactured Goods shall be free from defects in material and workmanship under normal use and service.

13.2. The warranty period is 12 (twelve) months from the Delivery Date. The Supplier shall at its discretion repair or replace faulty Goods.

13.3. The warranty does not apply where:

• The Purchaser fails to report a defect within 24 hours of it manifesting;
• The Purchaser fails to grant the Supplier adequate time to carry out remedial work;
• The Purchaser has failed to fulfil its obligations under the Contract;
• The defect is due to fair wear and tear, misuse, negligence, or chemical/electrochemical influences;
• Repairs or alterations have been carried out by the Purchaser or third parties.

13.7. The Supplier warrants that Goods comply with the Occupational Health and Safety Act (OHSA) requirements for applicable electrical products as specified in SABS 0142.

14. Transfer of Contract Rights

14.1. The Supplier may cede, assign, and transfer all rights and obligations under this Contract to any other person.

14.2. The Purchaser may not cede, assign, or transfer any rights or obligations without the prior written consent of the Supplier.

15. Cancellation

15.1. Should the Purchaser breach any term of the Contract and fail to remedy such breach within 10 (ten) days of written notice, the Supplier may claim full payment or cancel the Contract, retain all monies paid, and retake possession of all Goods delivered.

16. Law Applicable and Jurisdiction

16.1. The Contract is governed by and interpreted in accordance with the Laws of the Republic of South Africa. The Courts of the Republic shall have jurisdiction.

17–20. General Provisions

17. Pro non scripto: Should any clause be prohibited by law, it shall be deemed pro non scripto and shall not affect the validity of the remaining Terms and Conditions.

18. Entire Agreement: The Contract constitutes the sole and entire agreement between the parties. No warranties or representations not contained herein shall be of any force or effect.

19. Indulgences: No indulgence or extension of time allowed by the Supplier shall limit the Supplier in exercising its rights.

20. Understanding: The Purchaser acknowledges that it has read and understood these Terms and Conditions.