GENERAL CONDITIONS OF SALE
1. The Tender
Quotations are subject to written confirmation by Seller after receipt of order. Every effort will be made to keep quotations open as long as possible but are subject to alterations without notice.
All quoted prices are exclusive of V.A.T.
Prices quoted are based upon rates of Foreign Exchange, Shipping Freight, Insurance Duties, Coastal and Railage/Cartage Charges ruling at date of quotation. Any variation between such rates and those Seller is obliged to pay will be for the Purchaser’s account.
Payment in full shall be made within 30 days of statement.
Payment shall not be set-off against or withheld on account of any claims of the Purchaser, unless same are acknowledged by the Seller in writing.
Should the Purchaser fail to make full payment timeously, the Seller shall have the right to cancel the contract and take possession of the goods sold.
Amounts not paid within 60 days of invoicing shall bear interest at 2% above prime overdraft rate.
Notwithstanding delivery, ownership of the goods sold shall not pass until payment has been made in full.
Dates of delivery are approximate only and the Purchaser shall not be entitled to cancel the contract nor have any claim of whatever nature against the Seller arising out of or flowing from delays in delivery, howsoever caused unless the contrary has been agreed upon in writing.
Notwithstanding any such contrary agreement the Seller shall be entitled to a reasonable extension of time to cover delays caused by fire, strike, tempest, Act of God, accident, malicious acts of a third party, civil or military authorities, insurrections or riots, railway embargoes, lock out, breakdown of machinery, delay in delivery of materials by any third party beyond the Seller’s control.
The Seller has the right to affect part-deliveries. Quantity differences +/- 10% shall be tolerated by the Purchaser.
Goods with minor faults shall not be rejected.
Delivery shall be deemed to have been made when the goods are dispatched ex-factory or store. Should delivery be delayed for reasons beyond the Seller’s control, such as special requirement of the Purchaser, e.g. inspection, shipment by specific shipping lines or vessels, special documentation instructions, etc, the Purchaser will be liable to pay storage charges to be calculated on time and volume of the material stored. Storage charges are also applicable for orders where material has been taken into stock at Purchaser’s request for a specified time if and when this time is exceeded. If for any reason beyond the Seller’s control goods cannot be cleared at Port of arrival, all expenses resulting therefrom such as penalties, demurrage, storage charges, etc shall be for the Purchaser’s account.
The risk in the goods shall pass to the Purchaser on conclusion of the contract.
6. Performance and Guarantee
The Seller guarantees quality and workmanship under normal use and service insofar as he will make good defects if the material is clearly found to be faulty to the extent that it cannot be put to the intended use, either by repairing the material free of charge, or by taking it back at the invoiced price or by supplying new material in the condition originally specified free of charge ex works or stores against the return of the pieces rejected. The Purchaser shall not return goods for any reason without the Seller’s prior written consent.
The above warranty shall not be applicable if any one or more or all of the following events occur:
(a) if the Purchaser fails to report any defect to the Seller in writing within 14 days same has manifested itself;
(b) if the Purchaser fails to fulfill any of his obligations in terms of this contract;
(c) if the Purchaser fails to grant to the Seller adequate time and opportunity to carry out all work which the Seller may deem necessary;
(d) if the defect is due to misuse of the goods, wrong applications, negligence, gross or otherwise, excessive heat, chemical and electro chemical influences beyond the Seller’s control;
(e) if any repairs or alterations were carried out by the Purchaser or third parties.
The onus of proving that the warranty conditions have been complied with shall rest on the Purchaser.
In case of goods not manufactured by the Seller the Purchaser is exclusively entitled to the benefits and guarantees given out by the Seller’s sub-contractors or suppliers.
The Seller specifically excludes any warranty or guarantee of whatever nature in connection with heat treatment done at the local heat treatment plant and same shall be done by the Seller at the exclusive risk of the Purchaser.
Save as set out above the Purchaser waives any claims of whatever nature he has or may acquire against the Seller whether flowing directly or indirectly from any agreements between the parties. Neither the Seller nor any of his employees, agents or servants shall be liable for any loss or damage, whether general, special, consequential or otherwise arising out of and whether due to acts, omissions, negligence (gross or otherwise), of employees or agents or
servants of the Seller or other persons for whom the Seller is, in law, liable in discharging the Seller’s obligations in terms hereof.
Save as otherwise contained herein, no guarantees, representatives or warranties of any nature whatever have been given by the Seller or any other person purporting to act on his behalf.
Notwithstanding anything herein before contained, should the Purchaser breach any of the terms and conditions of the contract (whether material or not) and fail to remedy such breach within 10 days of dispatch of written notice requiring him so to do, or should a Provisional Order of Sequestration or Liquidation or should Default Judgement be obtained against the Purchaser, the Seller shall have the right, notwithstanding any previous waiver, to claim payment of the full balance then owing by the Purchaser or to cancel the contract, retain all monies paid, take repossession of all goods delivered without prejudice to any claim for damages.
Any terms or conditions not contained herein shall not be binding on the Seller unless same have been agreed to in writing.
If any dispute or difference of any kind whatsoever shall arise between the Seller and the Purchaser in connection with, or arising out of the enforcement or cancellation of the contract the Witwatersrand Local Division of the Supreme Court of South Africa shall have exclusive jurisdiction, provided that where the amount involved falls within the jurisdiction of the Magistrate’s Court the parties shall have an election also to proceed in the Magistrate’s Court Johannesburg. No other Court shall have jurisdiction to hear any claims or disputes.
10. Special Conditions of Sale for Heat Treatment
The following information should accompany an order:
(a) Number of pieces, respectively, net weight;
(b) Steel brand or analysis;
(c) in the case of carburizing steels: depth of case and grinding allowance;
(d) in the case of heat treatable steels: tensile strength alternatively Brinell hardness required;
(e) in the case of tool steels: expected HRC hardness.
(f) For the above mentioned values the test method and test position, as well as permissible tolerances should be stated.
If this information is omitted, incomplete or should we be unable to meet your specifications in our existing heat treatment plant, we reserve the right to refuse the order or to use our own judgement as to the best possible heat treatment. In this case we shall, however, not be held responsible for any damages and no warranty claims may be made.
Any correspondence or any verbal arrangements not stated on the delivery note will not be taken into consideration.
While every care will be taken with all orders, we will not be held responsible for loss, damage, cracking or distortion of any components whatsoever.
10.1 Terms of Delivery
In principle the material is considered to have been dispatched in good order and condition. Until proven otherwise, any damages will be considered as having occurred during transport.
On request a special transport insurance can be arranged.
Unless special packing has been explicitly agreed upon, customary packing will be used.
Goods handed in by the Purchaser will not be insured by the Seller against loss by any means whatsoever. This includes goods held on the premises of the Seller or during transit to the Purchaser.
11 Restrictive Measures against Iran
The customer is aware of (i) the Regulation (EC) No. 961/2010 on restrictive measures against Iran replacing Regulation (EC) No. 423/2007, (ii) the U.S. Iran Sanction Act of 1996, as amended by the Comprehensive Iran Sanction, Accountability and Divestment Act 2010, (iii) similar regulations and statutory provisions in this respect in place globally and (iv) our group policy to control that none of our products are delivered into the oil and gas industry of the Islamic Republic of Iran (collectively "Regulations"). The customer will fully obey these Regulations no matter if they are applicable to him or not and will not deliver the products, directly or indirectly, into the oil and gas industry of the Islamic Republic of Iran or resell the products to anyone he knows will do so or to circumvent this agreement in any way.