Terms and conditions

 

Index

 

Purchase orders

Quotations

Sales orders and invoicing

 

Purchase orders: 

 

Purchase order placement:

 

  1. For all orders placed Mechatronics(PTY)Ltd will not accept any other terms and conditions of purchase than those set out in these conditions. Any and all alterations of these terms and conditions, unless not part of a joint written agreement or contract, in particular any deviations or supplements of these terms and conditions of the supplier are henceforth rejected. Silence on our behalf regarding order confirmations, which refer to deviations or supplements of the terms and conditions, is not to be regarded as acceptance. We reserve the right to cancel the order due to any alteration of our terms and conditions. Acceptance of our purchase order or commencement of the work related to the relevant purchase order will serve as acknowledgement that the supplier accepts our terms and conditions of purchase.

  2. All orders must be immediately confirmed by the supplier. We reserve the right to cancel the order, if written order confirmation is not received within 8 days of placement.

  3. Only written orders are legally binding. Orders placed any other way will only become binding when confirmed in writing. Subsequent agreements or subsidiary agreements must be confirmed by us in writing in order to become legally binding.

  4. If during execution of the order additional works are required for proper production of the item, which is not covered in the scope of supply agreed upon in the contract, the supplier must be in possession of a confirmation in writing from the relevant persons or receive an additional order prior to execution of such additional works. If an additional order is required by the supplier, it must be granted by our purchasing department.

 

Price, scope of delivery and performance:

 

  1. The prices provided in the contract are fixed prices, unless expressly otherwise agreed, any increases in prices during the period of delivery shall not be accepted. In case of subsequent increase of prices we reserve the right to cancel the order with regard to outstanding goods without compensation. All prices are free ex works or free ex point of reception determined by us including packaging and all incidental charges. 

  2. All necessary performances required for a proper delivery and a proper manufacturing and assembly process are part of the scope of performances even if they are not specifically quoted in the contract.

  3. If we deliver or provide the material required for installations and or assemblies as part of the supplier's performance, the scope of supply of the supplier also comprises off-loading the truck as well as transport from the delivery location of the parts to the assembly location. 

  4. If design, development or similar works are part of the order, the supplier is obliged to furnish all design and manufacturing drawings as well as documentation, manuals etc. In case of software development the delivery of the software in its source and object program form as well as the documentation of the program development and application is included in the scope of performance.

 

Delivery dates and contract penalties:

 

  1. The due dates quoted in our order are dates of receipt of the delivery and they have to be adhered to. Should the supplier be able to foresee any delays in delivery of parts of the order or the entire order in due time, he must inform us immediately, quoting the reasons and the period of delay latest within the first third of the delivery period. In case of an unacceptable extensions of the due date, we reserve the right to cancel the contract without compensation to the supplier. 

  2. Should the supplier be delayed in delivering of any scope we reserve the right without prejudice to further claims for compensation and unless otherwise agreed, to demand a contract penalty to the extent of 0.5% of the order value per day of the delay, at most however 5% of the order value. The supplier will also be liable for any additional penalties put forward to us by our customer if he has directly impacted any penalty agreements set forth in our contract with our customer.

 

Delivery of goods and invoicing:

 

  1. All deliveries must include a delivery not signed by the relevant person receiving the goods. In the case of direct shipment to our customer a neutral delivery note must be used and a dispatch note signed by the carrier must be furnished to us along prior to invoicing.

  2. After dispatch the invoice must be sent to us. The invoice must under no circumstances be included in the shipment. The invoice must include all order data. Part invoices are only possible, if respective part deliveries have been ordered.

  3. Payment is made, unless otherwise agreed, within 30 days with 3% discount or after 60 days nett. The period of payment begins with receipt of the invoice, however, no sooner than with receipt of the delivery or acceptance of the performance, unless otherwise agreed.

  4. In case of defects of the delivered scope we reserve the right to postpone payment to an appropriate extent until complete clarification of the defects and to deduct a discount for the retained payment even after this time according to point 2.

  5. Invoices will only be accepted for the complete delivery of the relevant purchase order. No invoices will be accepted, unless otherwise agreed or payment terms previously specified, for parts of purchase orders issued.

  6. We reserve the right to inspect the supplier's manufacturing.

 

Warranty and defects:

 

  1. The supplier must adhere to the approved engineering rules, existing safety rules and the agreed technical data, measurements, weights and other characteristics with respect to his deliveries and performances. Manufacturing on the basis of drawings or approved samples must comply with the specifications. In particular, they must be carried out in such way that they comply with the applicable legal regulations at the location specified by us, in particular with respect to technical work equipment, dangerous substances, accident prevention, emission protection and ordinance on workplaces.

  2. The supplier must check our designs, drawings and other specifications for the execution of the performance or for the materials or parts delivered by us or performances of other suppliers, as far as they affect him, with regard to completeness, correctness and suitability for the purpose intended. Should any doubts occur in this respect, the supplier must inform us hereof immediately in writing. If he fails to inform us immediately, he becomes liable himself in this respect.

  3. Within the scope of the legal warranty claims we have the right to demand remedy of defects or replacement delivery on the basis of a contract of purchase as well as a contract of work and services. In this case the supplier is obliged to pay for all expenses incurred (even for us) due to the remedy of the defects or the replacement delivery. In case of withdrawal from the contract these expenses including our costs for assembly and disassembly at the customer's must be paid by the supplier as contractual costs. In urgent cases we have the right, at the supplier's expense, to remedy defects ourselves or have them remedied by a third party or to find replacement by other means. If we are entitled to further damages, these remain unaffected.

  4. We reserve the right to inspect the supplier's manufacturing.

 

Personal and professional liability:

 

  1. If we are charged from product liability due to national or international laws, the supplier is obliged to indemnify us from claims for compensation against third parties, as far as he is responsible for the defect causing liability action. Within this scope the supplier is also obliged to pay such expenses, which incur due to or in connection with a call back action initiated by us or other measures remedying or preventing defects. The supplier waives any plea of the statute of limitations, unless we can plead the statute of limitations towards the claimant ourselves. 

  2. The supplier is committed while delivery and service to maintain a public and product liability insurance with a minimum coverage of 10 Million Rands per personal injury / property damage. Our claims for damages remain unaffected. Where applicable, the supplier is furthermore committed to take out an Engineering insurance with a coverage equal to the value of the delivery and services to be rendered by him.

 

Material rights:

 

  1. Materials/parts provided remain our property and the supplier must store them separately and use them only for our order. The supplier is liable in case of damage or loss even if caused through no fault of his own.

  2. If the goods provided by us are processed with other goods of a third party, we gain co-ownership of the new goods proportional to the value of our goods to the other goods at the time of processing.

  3. The supplier shall insure the goods of which we have sole ownership or co-ownership including the new goods resulting from processing against damage, loss, etc.

 

Property rights:

 

  1. All items, models, tools, samples, drawings, designs and documents of any type handed to the supplier remain our property. The supplier must not disclose such items and on request return them to us free of charge at any time. The supplier must not show such items to a third party nor make them accessible any other ways, nor duplicate them nor use them for his own purposes.

  2. The supplier is committed to treat all received information as strictly confidential. The term "information" is to be interpreted widely and this basically includes any illustrative material, such as papers, documents, records, notes, software and other documents in any form of storage. Here, the supplier is obliged to treat the obtained information as carefully as his own matters. Confidential information here may also be those that have become known during an oral presentation or discussion. This also applies to all facts and information referred to in some way as confidential or legally protected. Excluded are publicly known information accessible for everyone. The supplier is committed neither to disclose such information to third parties himself, nor to reproduce, spread or announce those by others or to use it for other purposes. The supplier explicitly assures to stand for any culpable violation of his assistants, vicarious agents and representatives.

  3. All items forming part of the scope including models, designs, documents, software and any parts supplied will become the property of Mechatronics(Pty)Ltd during after final payment. Any information, designs, models, software are to be treated private and confidential through-out the complete project phase.

  4. The title of the goods ordered is passed at delivery, unless property rights already exist according to the above regulations. The supplier waives retention of title with respect to all deliveries being executed. 

  5. If in any instance any of the above restrictions are breached, any loss of income incurred by Mechatronics(Pty)Ltd will be for the account of the supplier.

 

Applicable law:

 

  1. Place of fulfillment for delivery will be as per the purchase order supplied.

  2. Place of fulfillment for payment will be in Port Elizabeth, South Africa.

  3. Place of jurisdiction for all disputes - including action on a dishonored bill and checks - is Port Elizabeth, South Africa.

  4. The contractual obligations are subject to South African law.

 

Quotations:

 

General conditions

 

  1. Any information and or media supplied in offers, are produced and investigated in the best way possible. However they are only a rough guidance, unless explicitly marked as binding. For quotations, drawings and other documents we reserve property rights as well as copyrights. They must not be made accessible to third parties, in particular not to competing companies. At our request they must be returned. 

 

Sales orders and invoices:

 

General conditions

 

  1. For any order cancellations Mechatronics(PTY)Ltd will levy a 20% minimum cancellation fee on the total price of all equipment after order confirmation. Any additional costs over and above this will be calculated and the customer will also be liable for these costs. This will be in the form of any services rendered up to date.

  2. In any case we reserve the right to accept an order despite prior offer.

 

Delivery conditions:

 

  1. If a delay in delivery is caused due to our fault and if the customer suffers a damage due to the delay in performance, the customer can claim compensation, limited to the extent of the conceivable damage, for which he has to provide evidence and which would have been incurred at the time the contract was concluded, maximum 1/2 % for each complete week of the delay, at most however 5 % of the purchase price of such part of the delivery which could not be used to the purpose due to the delay in delivery. 

  2. If the delivery is delayed at the customer's request or due to his fault, we are entitled to charge the customer for storage costs incurred starting 10 days from notification of the goods being ready for shipment. In this case, having notified the customer of being ready for shipment, the risk of accidental loss or accidental damage passes to the customer. 

  3. We are not responsible for delivery delays caused by force majeure, strike, lockout or other unforeseen circumstances, which could not be prevented despite having exercised reasonable care applicable, irrespective whether equipment failure, interventions by authorities, shortage of energy or raw materials occur in our company or at a supplier's company. In such cases the delivery deadline is extended appropriately. If due to such circumstances delivery subsequently becomes impossible or unacceptable for us, we reserve the right to partially or fully withdraw from the contract. Withdrawal from the contract by the customer is excluded in such cases. 

 

Payment conditions:

 

  1. Unless otherwise agreed in writing by the supplier all invoices are payable within thirty (30) days of the date of invoice, in the currency of the invoice, drawn on a bank based in South Africa or by such other method as is agreed in advance by the Supplier.

  2. All payments must be made to our point of payment without deductions, unless other specific agreements have been made.

  3. All prices are inclusive of VAT where applicable. All transactions charged at a foreign currency value will not be subject to VAT charges.
    All transactions outside of the borders of South Africa will be subject to the rate of exchange at the time of invoice. 
    If requested forward cover can be obtained and this cover will be for the customers account.


Claims:

 

  1. Alterations in the design of the item to be delivered requested by the customer after having issued the order confirmation can only be carried out free of charge as long as no additional costs are incurred by the alteration. We will charge without exemption for alterations carried out on request of the customer after fulfillment. 

  2. All invoices not paid within the agreed upon period will be charged interest at the standard prime lending rate applicable on the month the invoice is deemed to be overdue and re-adjusted on a monthly base until the invoice has been settled in full.
    This interest will be compounded on a monthly basis.

  3. Please note that any and all damages incurred to production material and any claim for down time during and after commissioning of equipment cannot be claimed from Mechatronics(PTY)Ltd and should be considered to be part of the project phase. 

  4. We or our servants are only liable in case of intent or gross negligence on our behalf for damages occurring within the period of warranty resulting from contractual secondary obligations, consultation mistakes, unauthorized acts, culpable failure to meet remedy obligations or provide additional delivery for other legal reasons. In commercial business claims for compensation are excluded even in case of missing warranted characteristics, unless the warranty was intended to avoid consequential damage. 


Retention of ownership:

 

  1. Any delivery items will remain the property of Mechatronics(PTY)Ltd until full payment of the due amount has taken place to our account at the bank account as specified on or invoice in South Africa. The buyer is not entitled to sell the goods to third parties, nor to pass on, to rent out or to mortgage them, neither in original or altered state, as long as the goods have not been fully paid.

  2. Machining or processing is carried out by the customer on the supplier's behalf without commitments resulting from this for the supplier. If the customer processes goods subject to retention of title with other goods, the supplier becomes co-owner of the new products proportionately to the value of the processed goods subject to retention of title in relation to the other goods at the time of the machining or processing. Fractional co-ownership to which the customer is entitled to due to connection, mixture of supplied goods with other materials is transferred by the customer to the supplier. The customer will own the products as depository for the supplier with due care and diligence. 

  3. The customer must notify the supplier immediately of actual or legal access of third parties to any delivered items subject to retention of title or to the assigned claims as well as the loss or damage of the goods subject to retention of title and provide him with the documents necessary for intervention. The customer must pay the costs for the intervention. 

  4. The customer is obliged to insure the delivered goods and the products hereof against accidental damage or accidental loss, including danger of fire and theft and to furnish the supplier at his request with proof of such an insurance. 


Warranty:

 

  1. The warranty period of all equipment will be 12 months or as otherwise specified by the relevant equipment suppliers of the specific equipment supplied to the customer.

  2. Provided the customer has not altered or repaired the delivery item without consent, we are liable for defective deliveries, including failure to meet warranted characteristics. There is no obligation for us to cover follow-up costs, i.e. costs for assembly or disassembly of such parts, costs for stoppage, etc. If we are not responsible for the delayed dispatch of the delivery item the warranty expires latest after 12 months after receipt of the notification of the goods being ready for dispatch. Replaced parts become our property. We do not warrant for other defects than those mentioned here. 

  3. Our warranty for any defects expires, if the customer does not fulfill his contractual obligations, in particular if he does not meet the agreed terms of payment. 

  4. In order to be able to carry out all arrangements required by the supplier as well as to deliver replacements or replacement parts, the customer must grant us the required time and opportunity. Should this be denied, we are exempt from the liability for defects. 

  5. We do not warrant for damages, which occur after the passage of risk due to faulty or negligent treatment, extreme wear, faulty construction work, unsuitable operating resources as well as due to effects from temperature, weather, electro-chemical, chemical or electric source, as long as we are not guilty of causing these effects. 



Standard Exclusions:

 

  1. Any and all spare parts are excluded.

  2. Transportation of the goods across the construction site.

  3. Services including Mains connection of the control panel(s) (3 x 400 V + N + E, 50 Hz) unless otherwise agreed to in writing will be excluded from our installation. Cabling from potential free contacts between the Mechatronics(PTY)Ltd control panels and control panels from third parties unless otherwise agreed upon shall be for the customers account.

  4. Compressor for compressed air and conduit-pipes (compressed air of 7 bar is required).

  5. Necessary supply- and drain-pipes for steam, compressed air, water, gas, waste etc, including necessary valves, regulators and isolation of these pipes.

  6. Necessary extra support beams or steel constructions, if any.

  7. All necessary modifications and labour on buildings and or present equipment, connecting conveyors and supply lines, unless stated otherwise.

  8. Roof lead-through, exhaust ducts, chimneys etc.

  9. Necessary foundations.

  10. If required, floor levelling for installation parts.

  11. Mobile or fixed platforms or ladders etc. to give access to higher level installation parts for inspection and maintenance. Walkways crossing conveyor lines, if required.


Installation, production or commissioning requirements:

 

  1. Supply of products and ingredients needed for tests and start-up is to be supplied by the customer at the suppliers request.

  2. Cost for inspection of the installation by local authorities and resulting modification costs, if any will be for the customers account. Removing and re-assembling, after assembly of the delivered installation, of local parts where our installation is to be installed, such as lights, conduits, piping etc shall not fall part of our scope of supply and will be part of the customers account.

 

Applicable law:

 

  1. Place of fulfillment for delivery will be as per the purchase order supplied.

  2. Place of jurisdiction for all disputes - including action on a dishonored bill and checks - is Port Ellizabeth, South Africa.

  3. The contractual obligations are subject to South African law.