Equipment Sales & Service
General Terms & Conditions
Unless otherwise specifically agreed in writing, all sales and services, tenders, and all resulting contractual relationship(s) between SEDULITAS CC (hereinafter called the “Company”) and the client (hereinafter “Client”) shall be governed by these general terms and conditions of equipment sales and services (hereinafter the “General Terms & Conditions” – (GT’s&C’s)).
These GT’s&C’s are subject to the laws of the Republic of South Africa and all issues and/or disputes arising shall be subject to the jurisdiction of the South African courts.
All Client enquiries must be accompanied by sufficient information and specifications to enable the Company to provide information, brochures and professional guidance for Client perusal and final decision on orders for any occupational hygiene equipment and equipment service purchase. The Client expressly acknowledges and agrees that it has not relied upon, and the Company is not liable for any advice given by the Company, its employees, agents or representatives in relation to the suitability for any purpose of the Product.
These GT’s&C’s shall apply to sales and service of Products by the Company to the Client to the exclusion of all other terms and conditions referred to, offered or relied on by the Client whether in negotiation or at any stage in the dealings between the parties, including any standard or printed terms tendered by the Client. Quotations are valid for 14 days unless otherwise expressly stated on the quotation.
The quoted equipment or instrumentation, or service thereof, distributed by the Company.
Orders to confirm specific Product, quantity, price, shipping instruction and address and any other specific or special request. The Client’s terms and conditions contained on such orders are not binding upon the Company. The Company shall deem the quotation and the Company’s GT’s&C’s accepted on receiving an official purchase order from the Client or on receiving the advance payment for the instrumentation or equipment.
5. Shipping and Delivery
Shipping terms are Ex Works – Sedulitas cc, Richards Bay, Potchefstroom. Title and risk of loss shall pass to the Client once shipment has been collected from the Company. The Client is responsible for all freight, handling and insurance charges. The Company endeavours to despatch or ship goods within the agreed time frame. In no event shall the Company have any liability in connection with shipment, damage, penalty for delay, or failure to give notice of any delay in delivery, nor shall the carrier be deemed to be an agent of the Company.
6. Prices and Payment
Prices for Products are specified in the Client quotation. All prices are exclusive of any taxes, fees, duties and any other charges levied or based upon this sale. Any taxes related to the Products purchased or licensed pursuant to the Agreement shall be paid by the Client or Client shall present an exemption certificate acceptable to the taxing authorities. Payment terms are in full on written acceptance of quotation or an official purchase order, unless expressly agreed in writing between the Client and the Company. If at any time Client payment of invoice is outstanding or is otherwise in breach of this Agreement, the Company may, at its discretion and without prejudice to its other rights, withhold shipment of any order. Any sum not paid by the Client when due shall bear interest until paid at a rate of 15% per month, or the maximum rate permitted by law, whichever is less.
7. Force Majeure Events (FME)
The Company cannot be held responsible or liable for any failure or inability to deliver the Product caused by and/or arising from FME, including:
- Strikes, lockouts and other industrial actions;
- Civil commotions, riots, invasions, terrorist attacks and/or threats for such, any military preparations, threats or actions whether officially declared or not;
- Fires, explosions, storms, floods, earthquakes, subsidence, epidemics and/or other natural disasters;
- Unavailability or impossibility of the use of any means of public or private transport;
- Unavailability or impossibility of the use of public or private communication networks;
- The acts, decrees, legislation, regulations or restrictions of any government;
The Company’s service under any contract is deemed to be suspended/deferred for as long as the FME continues, and an extension of contract time for delivery for the duration of that period will be effected. If possible, the Company will use all reasonable resources and endeavours to find a solution to allow continuation of the requested services despite the FME.
8. Proprietary Rights and Software Licenses
All rights, title and interest in and to Products shall remain vested in the Company and the Product Manufacturer. The Client shall not, and shall prevent others from copying, translating, modifying, creating derivative works, reverse engineering, decompiling, encumbering or otherwise using the Products except as specifically authorized under this Agreement. All Product license fees are subject to the terms of the license packaged with the Manufacturer’s Software. “Software” includes any upgrades, updates, bug fixes, modified versions or backup copies of the Software licensed or provided by the Manufacturer for which the Client has paid the applicable license fees.
9. Limited Warranty
All Products supplied are covered by such warranties as are specified by the Manufacturer and subject to the product standards detailed by the Manufacturer. The Company undertakes to uphold the Manufacturers warranties regarding their Products. On discovery of any defect in the Product, the Client must immediately notify the Company in writing of such defect. The Client must not carry out any remedial work to alleged defective Product without first obtaining the written consent of the Company to do so.
10. Order Cancellation
The Client may not cancel, modify or defer any order without the prior written consent of the Company, and cancellations will be subject to the Company being reimbursed all losses, including any Manufacturer cancellation fee or shipping fee. The Client shall not return Products for any reason without securing the Company’s prior agreement. A handling fee of 10% of the purchase value will be charged.
11. Limitation of liability
The liability of the Company in respect of any claims for loss, damage or expense of whatsoever nature and howsoever arising from use of the Product shall in no circumstances exceed the price paid for the Product.
12. Right to Revise these Terms and Conditions
The Company reserves the right to revise and amend these GT’s&C’s from time to time in order to reflect changes in market conditions, changes in relevant laws and regulations or regulatory requirements and/or changes in the Company’s business capabilities.
The Client will be subject to the policies and GT’s&C’s in force at the time that the sale or service is concluded.