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Unless otherwise agreed to in writing by CCII Systems (Pty) Ltd (hereinafter called "the Company"), the following terms and conditions shall apply to the supply of goods and services (hereinafter called "the Goods") by the Company to the Customer and shall take precedence over the Customer's Terms and Conditions of Sale.
1. Obligation
A quotation represents no obligation until the Company accepts the Customer's official Purchase Order.
2. Instructions
Verbal instructions will not be accepted by the Company under any circumstances. All instructions must be in writing.
3. Specification
3.1 The Goods delivered will be in accordance with the specification in terms of the quotation. The Company will not be liable for non-compliance with any other specification. It is the Customer's responsibility to ensure that its Request for Quotation and Purchase Order are correct and in accordance with it's the drawings and/or specifications.
3.2 Changes to the drawings and/or specifications by the Customer will be undertaken only by agreement in writing with the Company. If any such changes cause an increase in the cost or time required for performance, the Company shall be entitled to an equitable adjustment in the contract price and the delivery schedule.
3.3 The order of precedence for this Purchase Order shall be the :
3.3.1 Company's drawings and/or specifications;
3.3.2 Purchase Order;
3.3.3 Customer's drawings and/or specifications;
3.3.4 Company's Quotation; and
3.3.5 Customer's Request for Quotation.
4. Applicable Law
The Quotation, Purchase Order and any Agreement that shall result therefrom shall be governed by the laws of the Republic of South Africa.
5. Payment
5.1 Unless otherwise agreed to in writing, the Customer shall effect payment for the Goods within thirty (30) days from date of invoice. Unless otherwise agreed in writing, interest shall be paid on all overdue amounts at the rate of 1,5% per month or part thereof.
5.2 All prices quoted are inclusive of VAT unless otherwise stated.
5.3 In the event of the Customer failing to effect payment of the purchase price within seven (7) days from date of demand, the Company shall be entitled, at its option, and notwithstanding any indulgence or relaxation granted to the Customer without prejudice to any other rights it may have in terms of this agreement or common law, to cancel this contract and repossess the Goods and/or claim the balance thereof. The Company shall be entitled to re-sell such Goods either by auction or by private treaty.
5.4 The Customer shall be liable for any shortfall or shall be passed a credit note for all amounts received in excess of the expenses of recovery and resale.
5.5 The Customer shall be liable for all legal costs, including collection charges, incurred by the Company in the recovery of such debt on the Attorney and Own Client Scale.
5.6 The Customer shall pay all accounts in full and can not exercise any rights of set-off or counterclaim against invoices submitted.
6. Price Fluctuations
Unless otherwise stated the price quoted in the Quotation or Offer, the price is in South African Rands and is based as at the date thereof on the cost ruling with regard to a number of criteria. These include freight, applicable insurances, coastal and landing charges, customs, dock and import duties, cartage and railage, rates of exchange, any statutory costs and all other such similar encumbrances. However, if after the date of the Company's Quotation (whether before or after the placing of the Purchase Order), there is any increase in respect of the cost to the Company of any of the criteria stated herein then such increase will be for the Customer's account.
7. Delivery
7.1 The company undertakes to make every effort to meet the delivery period as quoted, but does not guarantee to do so. The Company will not under any circumstances accept responsibility for delivery delays due to causes beyond its control, including, but not limited to, acts of God, fire, explosion, strikes, lockouts, inability to obtain components, delays by sub-contractors, actions by government, or losses and delays in transit. A reasonable extension of time shall be granted to the Company in event of any delays that are beyond its control. The place of delivery will be as specified on the quotation.
7.2 Where the Goods are not delivered by the Company or collected by the Customer, but are delivered to an independent carrier, delivery to the carrier shall be deemed to be delivery to the Customer.
8. Risk and Ownership
8.1 Where the Goods have been delivered pursuant to Clause 7.2, the appointed carriers shall be fully responsible for materials lost or damaged in transit.
8.2 The ownership in the Goods shall not pass to the Customer until all amounts due from the Customer to the Company in respect of Goods sold, delivered or made available in any other way to the Customer has been paid for in full.
8.3 The Company shall have the right at any time to give notice of its continued ownership in the Goods to every possessor and every landlord of premises in which the Goods are stored or may be placed, whether for sale, repair, assembly or otherwise.
8.4 Without prejudice to any of its rights in terms of law, the Company reserves the right to enter the Customer's premises and to repossess the Goods in the event of the Customer failing to make any payments on due date or at all.
9. Packaging, Packing and Shipment
Packing will be in accordance with the Company's standards, unless otherwise specified in writing. Any special packing required by the Customer will be charged for as an extra.
10. Cancellation
10.1 In the event of cancellation by the Customer of the contract or part thereof, or in the event of the Company cancelling the contract as a result of a breach by the Customer of any of these conditions, the Company shall be entitled to payment of a standard cancellation fee not less than 40% of the value of the contract so cancelled plus :
10.1.1 The sales value of all Goods delivered.
10.1.2 The sales value of all Goods finished and not delivered at the time of such cancellation.
10.1.3 The sales value of all materials ordered by the Company specially for such order whether such materials have been received or not.
10.1.4 The cost of all labour accumulated on any unfinished Goods in process of manufacture.
10.1.5 The sales value of any special engineering and other costs incurred up to the time of cancellation.
10.2 The Company shall be entitled to suspend or cancel further deliveries and to suspend or cancel work under this or any other contract between the Company and the Purchaser if any payment is overdue.
10.3 The Company may, by notice in writing, cancel the Purchase Order if the Customer becomes insolvent or makes an arrangement with its creditors or goes into voluntary liquidation or is placed under a provisional or final order of sequestration or judicial management.
11. Warranty
11.1 Unless otherwise agreed in writing, the Company warrants that in the event of any defect occurring within a period of one year or any other period as agreed to in writing from the date of delivery to the Customer, as a result of faulty material or workmanship which can be attributed to the Company, the Company will repair, or refund the cost of the Goods at its option provided that :
11.1.1 The Goods have not been misused, inadequately stored, neglected or used for other than its intended purpose, or if its operating instructions have not been adhered to;
11.1.2 The Goods have not been serviced by any person who has not been authorised by the Company;
11.1.3 The Company is notified in writing within the warranty period and, except where the Company elects to repair on site, the Goods or faulty component thereof is sent to the Company's designated address at the Customer's risk.
11.2 Should any parts, materials or components forming part of the Goods sold by the Company to the Customer, be manufactured by anyone else than the Company, then the manufacturer's normal warranty in respect of those parts, materials or components shall apply and no further warranties in this regard will be given by the Company. The Company's liability will not extend beyond that of the manufacturer's liability.
12. Return of Goods
12.1 The Customer shall not be entitled to return any Goods to the Company without the Company's express consent.
12.2 Unless otherwise agreed in writing, the Company's normal express consent for the return of Goods shall be by means of a Return Material Authorisation (RMA).
12.3 No claim regarding material defects will be entertained by the Company unless made in writing and delivered to the Company within the warranty period from the date of delivery of the Goods.
12.4 In the event of material defects or shortages in the Goods proved to the Company's satisfaction and upon being properly notified, the Company shall at its option :
12.4.1 Either exchange the Goods for similar Goods; or
12.4.2 Repair the Goods.
12.5 If no material faults are found with the Goods, then the Company will charge a handling fee of the lesser of US$500,00 or 50% of the sales price of the Goods.
13. Indemnity
The Customer shall indemnify the Company against all damages, penalties, costs, charges and expenses to which the Company may become liable as a result of work done in accordance with the Customer's drawings and/or specifications.
14. Liability
14.1 These terms set out the Company's entire liability in respect of the Goods and the Company's liability under these terms shall be in lieu and to the exclusion of all other warranties, conditions, terms and liabilities expressed or implied statutory or otherwise in respect of the quality or the fitness for any particular purpose of the Goods.
14.2 The Company shall not, under any circumstances, be liable for :
14.2.1 Any loss or injury whatsoever (including indirect or consequential loss including loss of profit) arising from the supply of the Goods, including any loss or injury (whether direct, indirect or consequential) attributed to any negligent act of the Company or the Company's servants or agents'; or
14.2.2 Any representations or warranties as to the Goods given by any of the Company's servants or agents.
15. Intellectual Property Rights
Any patent, copyright or other intellectual property rights owned by the Company shall remain those of the Company whether or not the purchase price under that transaction has been paid by the Customer. Any information obtained by the Customer from the Company which is identified as confidential and/or proprietary or is confidential and/or proprietary in nature, may not be disclosed to any third party without the prior written approval of the Company.
16. Export/Import
The acceptance of any Purchase Order for export is subject to the Company obtaining the necessary Export Licence and it is the Customer's responsibility to obtain the necessary Import Permit. Any costs which the Company may have incurred through the non-availability of the Import Permit on the date on which the Goods are ready for despatch shall be for the Customer's account and in the event of the Import Permit not being available within thirty (30) days after the Goods are ready for despatch the Company shall be entitled to cancel the contract. Alternatively, notwithstanding the provisions of Clause 7.2, Goods held pending the availability of an Import Permit may be invoiced by the Company thirty (30) days after they become ready for despatch and must be paid for within thirty (30) days thereafter. In such instances, Delivery Notes , certified by the Company's Quality Assurance Manager, shall be acceptable proof that the Goods were available for despatch.
17. General
17.1 This document constitutes the sole and entire agreement between the parties.
17.2 The Company shall not be bound by any express or implied term, representation, warranty, promise or the like not recorded herein.
17.3 No addition to, variation of, or agreed cancellation of this contract shall be of any force or effect unless reduced to writing and signed by both parties.
17.4 No indulgence which the Company may grant to the Customer party shall constitute a waiver of any of the rights of the Company, who shall not thereby be precluded from exercising any rights against the Customer which may have arisen in the past or which might arise in the future.
18. Notices
All notices or demands to either party shall be in writing and may be served by hand delivery, registered mail, email or facsimile at the address of the receiving party as set forth in the Request for Quotation, Quotation or Purchase Order as applicable. All notices and demands by mail shall be deemed to have been received within seven (7) days of postage, unless proved otherwise by the receiving party.