(a) All products and/or components of whatever kind and all services sold by TEC (hereinafter called “the Company” shall be sold subject to these Conditions of Sale and shall be hereinafterreferred to as “the Goods”.
(b) The buyer of the Goods shall hereinafter be referred to as the Purchaser.
(c) The Conditions of Sale shall be deemed to be incorporated in all tenders quotations and other documents of a similar nature submitted by the Companyfor the supply of the Goods.
(d) Any terms or conditions in the Purchaser’s Order which are inconsistent with these Conditions of Sale shall not form part of any contract between the Company and the Purchaser unless accepted by the Company in writing.
(e) Unless previously withdrawn offers by the Company shall remain open for acceptance for a period of thirty days or such longer period as the Company may agree in writing.
(f) No variation of a contract shall bind the Company unless authorised in writingby a director or duly authorised officer of the Company.
Unless otherwise agreed in writing by the Company orders are accepted on the basis of prices ruling at the date of despatch of the Goods by the Company. This applies to back orders. The Company reserves the right to increase its prices at anytime. All prices are ex-factory and exclusive of VAT, and same, together with carriage, when charged shall be borne by the Purchaser.
3.DELAYS AND NON-DELIVERY
(a) All reasonable efforts are made to honour delivery promises but unless otherwise agreed in writing the Company shall have no liability whatever in respect of delays in delivery or non-delivery howsoever caused.
(b) Prior to delivery the Goods have been carefully checked and/or tested by the Company and the Purchaser or his representative shall have the right, at his own expense and risk, to inspect the Goods prior to delivery at a time agreed with the Company.
4.DAMAGE IN TRANSIT AND SHORTAGES
On delivery the Goods must be checked against the Delivery Note which shall be signed by or on behalf of the Purchaser. Such signature is an acknowledgementthat all the Goods have been received in good condition and order. The Company will accept no responsibility for damage in transit or shortages unless same are noted on the Delivery Note before signature. In any event all complaints must be received by the Company within 14 days or receipt of the Goods by the Purchaser.
5.TERMS OF PAYMENT
(a) The Goods must be paid for in full without deduction in respect of alleged disputes or counter-claims in accordance with the terms specified by the Company from time to time and if no date for payment has been specified by the last day of the month following the month of invoice.
(b)The Company shall be entitled without prior notification to charge interest atthe rate of 2% per month or part thereof on any sums which remain unpaidafter the same shall have become due for payment and such interest shall accrue from the due date.
(c) If part only of an order shall be supplied the terms of payment shall apply tothe Goods actually delivered notwithstanding the shortfall.
(d) The Company shall be entitled to invoice the Goods on the date on which same are ready for delivery even though it agrees at the request of the Purchaser to postpone the date of delivery.
6.RETURN OF GOODS AND NON-CANCELLATION OF ORDERS
(a) Where the Goods have been correctly supplied in accordance with an orderand are not defective they will not be accepted for return by the Company unless the Company has given its prior written agreement.
(b) When a firm order for the Goods has been placed with the Company such order may not subsequently be cancelled by the Purchaser for any reason whatsoever.
7.RISK AND RESERVATION OF TITLE
(a) The risk in the Goods shall pass to the Purchaser on delivery of the Goods to the Purchaser or his Agent or when the Goods are delivered to a particular location on the prior instructions of the Purchaser.
(b) The Goods shall remain the property of the Company and the ownership of the Goods shall not pass to the Purchaser until all monies due by the Purchaser to the Company in respect of the Goods or on any other account whatsoever have been paid in full to the Company.
(c) Until such time as the ownership of the Goods passes to the Purchaser from the Company, the Purchaser shall:
i) securely and safely store the Goods so as clearly to show them to be theproperty of the Company;
ii) be liable to the Company for all damage howsoever caused to the Goods;
iii) insure the Goods to their full value against loss or damage from whatsoever cause and if requested by the Company, have the Company’s interest noted on the appropriate insurance policy.
iv) indemnify and keep indemnified the Company against all damage caused to any person or property by the Goods or by their use; and
v) hold the Goods as bailee and trustee respectively for the Company.
(d) Notwithstanding the fact that any monies are owing by the Purchaser to the Company in respect of Goods or on any other account whatsoever and despite the provisions of the immediately preceding paragraphs (b) and (c) hereof, the Purchaser may sell, hire, pledge or otherwise dispose of the Goods in a bona fide manner in the normal course of business and the Company in addition to all other rights shall have the right to trace the proceeds of such resale, hire, pledge or other disposition to the fullest extent permitted by law and such proceeds, whether represented by monies or other products taken in part exchange or otherwise resulting from any such transactions when received by the Purchaser shall be held by him as trustee and bailee respectively for the Company. The Purchaser shall be solely liable for the payment of all taxes which may arise on such resale, hire, pledge orother disposition.
(e) Pending the passing of the ownership of the Goods to the Purchaser, the Company may, with prejudice to any pre-existing liability of the Purchaser to the Company, determine the contract at any time by verbal or written notice to the Purchaser and on such determination the Purchaser shall no longer be inpossession of the Goods with the Company’s consent or permission and the Company shall be entitled forthwith to take possession of the Goods and the Purchaser shall be deemed to have irrevocably given to the Company the right and power to enter into and upon any premises where the Goods may be to recover same.
(a) There a guarantee is given by a manufacturer or other supplier of the Goodsor by a manufacturer or other supplier of a part or component of the Goodsthe Company will pass same to the Purchaser and assist the Purchaser to getthe benefit of same from such manufacturer or other supplier but to the extentpermitted by law the Company shall not be liable on foot of such guarantee.
(b)If it is proved to the satisfaction of the Company within three months of thedate of invoice that any material comprised in the Goods have been defectivethe Company at its option may on receipt of the faulty goods either replacesuch material free of charge or credit the Purchaser with the price charged bythe Company for same.
9.WARRANTIES AND CONDITIONS
(a) Save in the case where the Purchaser is a consumer within the meaning ofThe Sale of Goods and Supply of Services Act, 1980 and as provided inclause 8 (b) hereof all conditions and warranties as to the quality of the Goods or their fitness for any particular purpose whether expressed or implied by law or otherwise, are hereby expressly excluded.
(b) The Company shall neither be liable for consequential damages, injuries to persons or property or other losses or damages nor be subjected to other claims, expenses or costs resulting from the sale installation application or useof the Goods except in the case of a wrongful act or neglect on the part of the Company.
(c) The Company shall not be liable for loss damage or injury arising directly or indirectly from the use of the Goods or any of them.(d) The Company shall have no liability whatsoever in respect of any items supplied by the Purchaser for incorporating into assemblies made up by theCompany.
(e) Nothing herein shall prejudice the contractual rights enjoyed by the Purchaserby virtue of Sections 12, 13, 14 and 15 of the Sale of Goods Act, 1983.
The Purchaser shall indemnify and keep indemnified the Company against all damage it might suffer if, during the execution of an order, it infringes the industrial property rights of any third party where such infringement results from its compliance with designs, specification or other instructions supplied by the Purchaser.
If circumstances occur which could not have been foreseen at the time the contract was concluded and which are beyond the control of the Company and directly orindirectly prevent, hinder or make more difficult the full or partial performance of the contract-such circumstances, being inter alia, war, the threat of war, civil war,natural disasters, riots, strikes, lock-outs, fire, break-downs in the Company’s factory, delayed or incorrect deliveries by the Company’s suppliers, government measures, embargoes, blockades-the Company shall have the right without incurring any further liability, either to suspend performance of the contract wholly or in part or to treat the contract as cancelled and thereupon all amounts due to the Company by the Purchaser by virtue of the contract shall become immediately payable but without prejudice to the right of the Company to claim full compensation including compensation for loss of profits. The Company shall have similar rights inrelation to the contract in event of the Purchaser committing an act of bankruptcy, suspending payment of its debts, entering into an arrangement with its creditors, closing its business or in the case of a company having a Receiver or Liquidator appointed over it or it’s assets (liquidation for the purpose of reconstruction excepted).
12.REPAIR AND ALTERATION
Any products accepted for repair or alteration by the Company shall be held by the Company and repaired or altered by it entirely at the customer’s own risk.
All quotations information drawings or other documentation supplied by the Company shall be confidential to the Purchaser and copies thereof shall not bemade or passed to third parties without the written consent of the Company.