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STANDARD TERMS AND CONDITIONS OF PURCHASE REUTECH SOLUTIONS, a division of REUTECH LIMITED (“the Company”) (Registration No: 1963/005035/06) Date November, 2011 1. In this Purchase Order the following words and phrases shall have the meanings assigned to them hereunder: 1.1. "the Seller": the company or person/s to whom this Purchase Order is addressed; 1.2. "the Purchaser": Reutech Solutions, a division of Reutech Limited (Vat Registration Number 4840169728); 1.3. "the Parties: the Seller and the Purchaser collectively; 1.4. "this Purchase Order: this Purchase Order, including the terms and conditions contained herein, and any additional terms and conditions incorporated herein and attached hereto; 1.5. "the Delivery Date": the date of delivery of the Goods specified 1.6. "the Goods": the Goods ordered in terms hereof; 1.7. “P.A.T.”: Provisional Acceptance Test complete with a signed off snag list. 2. COMPLETE AGREEMENT This Purchase Order constitutes the sole and entire agreement between the Parties. The Seller's quotation is incorporated in and made a part of this Purchase Order only to the extent of specifying the nature and description of the Goods ordered, and then only to the extent that such items are consistent with the terms of this Purchase Order. In the event of any conflict between the terms and conditions of this Purchase Order and those contained in the Seller's quotation, as well as the Seller’s terms and conditions of sale, then these terms and conditions shall take precedence. No other terms and conditions shall be any force or effect unless reduced to writing and signed by both the Purchaser and the Seller, or their successors in title, subsequent to the placement of this Purchase Order. 3. CREDIT LIMIT A credit limit will be agreed to between the Parties, in writing, which limit may not be varied without the prior written consent of both Parties. The Purchaser shall take no responsibility if the credit limit is exceeded for any reason without such required consent. 4. PRICE AND PAYMENT The total order value, unless otherwise expressly stated, includes all taxes, duties and surcharges of any kind, which the Seller is or may be required to pay with respect to the sale of goods covered by this Purchase Order and shall include all charges for packing, loading and delivery to the Purchaser's address, unless otherwise agreed in writing. Payment will be made in accordance with the applicable provisions of this Purchase Order. The time for payment of invoices shall run only from the date on which correct invoices and supporting documentation are f urnished to the Purchaser. The purchase price contained herein is a fixed price and shall not be varied without a written variation order being given by the Purchaser to the Seller. 5. DELIVERY In the event of a Delivery Date being stated, such Delivery Date is a fixed date and no variation of such date may be made without the prior written consent of the Purchaser. In the event of the Seller failing to deliver the Goods purchased in terms hereof on or before the Delivery Date, the Purchaser shall have the right, without prejudice to any of its other rights, to cancel this order and to claim damages equal to the additional cost incurred by the Purchaser in obtaining the required goods from an alternative supplier and any other damages which it may suffer as a result of such cancellation. 6. EXCHANGE VARIATIONS Unless specifically stated all exchange variations between the date of the Purchaser's order and the actual date of delivery of the Goods shall be for the account of the Seller. The cost of taking out forward cover to cover exchange variations shall, unless otherwise agreed in writing, be for the account of the Seller. In the event of the Parties agreeing that the Purchaser shall bear the cost of forward cover, the Seller shall, notwithstanding such agreement, be responsible for the cost of forward cover after the Delivery Date in the event of the Seller delivering the Goods after the Delivery Date. 7. NON-CONFORMANCE In the event of the Seller delivering goods that are not in conformance with the Purchaser's specifications as contained in this Purchase Order, or delivering a quantity of goods, which is less than that stipulated in this Purchase Order, the Purchaser shall forthwith communicate to the Seller its rejection of the non-conforming goods, or its demand for delivery of the quantity of the Goods not delivered, which extended period for delivery shall be determined by the Purchaser in its sole discretion. Should the Seller fail to comply with the Purchaser's communication within the period stipulated, the Purchaser shall be entitled to cancel this Purchase Order in respect of the non-conforming or short supply of delivered goods and to purchase such goods from other suppliers. The Purchaser shall, in addition, be entitled by not obliged to recover from the Seller any amounts that the Purchaser has to pay for such goods, which is in excess of the amount that would have been payable for such goods to the Seller and/or other damages suffered by the Purchaser as a result of the Seller's non-conformance with the terms of this Purchase Order. 8. RISK The Goods shall be delivered at the Seller's risk. The risk in and to the Goods shall pass to the Purchaser only after the Goods have been delivered to the Purchaser in compliance with the delivery instructions contained in this Purchase Order and the Goods have been inspected and accepted for delivery by the Purchaser, as contemplated in clause 11 hereof. 9. NON-WAIVER Failure by the Purchaser to insist upon strict compliance with any of the terms and conditions hereof, or failure or delay to exercise any rights or remedies, or failure to properly notify the Seller in the event of a breach, or the acceptance of a payment for any goods delivered in terms hereof, or approval of any design, shall not release the Seller from any of the warranties or obligations in terms of this Purchase Order and shall not be deemed to be a waiver of any right of the Purchaser to insist upon strict performance in terms hereof, or of any of its rights or remedies as to any such goods, regardless of when shipped, received or accepted; or as to any prior or subsequent default hereunder, nor shall any purported oral agreement or rescission of the Purchase Order by the Purchaser operate as a waiver or novation of any of the terms hereof. 10. WARRANTIES/GUARANTEES The Seller warrants that the Goods shall be free from defects in design, material, workmanship and title and shall conform in all respect to the terms of this Purchase Order, and shall be of good quality. If it appears, within 1 (one) year from the date of placing the equipment into service for the purpose for which it was purchased, that the equipment or any part thereof does not conform to these warranties and the Purchaser notifies the Seller of such non-conformance within a reasonable time after its discovery, the Seller shall thereupon promptly correct such non-conformity at its sole expense. The conditions of any subsequent test shall be mutually agreed upon and the Seller shall be notified of and may be represented at all tests that may be carried out. Except as otherwise provided in this Purchase Order, the Seller 's liability hereunder shall extend to all damages proximately caused by the breach of any of the foregoing warranties or guarantees. 11. INSPECTION The Goods purchased under this Purchase Order shall be subject to inspection by the Purchaser or its representative/s. The Purchaser's personnel shall be allowed reasonable access to the Seller's premises and those of the sub-suppliers for inspection purposes. As required by the Purchaser, the Seller shall supply schedules and progress reports for the Purchaser's use in expediting any inspection. 12. CONFIDENTIALITY This order and the subject matter hereof shall be treated as confidential between the Seller and the Purchaser and shall not be disclosed by the Seller, its employees, agents or sub-contractors to any third party, or used by the Seller or its employees, agents or sub-contractors for advertisement or publication, without the prior written consent of the Purchaser. This provision does not apply to information which, in the Purchaser's judgement, is already in the public domain. 13. PATENT RIGHTS AND INFRINGEMENTS The proprietary rights in and to the design of the Goods and, all documents, drawings and software relating thereto and in all inventions and patents arising from work done or information obtained by the Seller specifically in connection with this order shall vest in the Purchaser solely. The Seller will, at the Purchaser's request and cost, complete and procure completion of any documents, which may be necessary to obtain patent and any similar proprietary protection in the Purchaser's name. 14. ASSIGNMENT The Seller shall not assign any of its rights out of this Purchase Order or hypothecate any such rights in any manner whatsoever, whether in whole or in part, without the prior written consent of the Purchaser. 15. MODIFICATION Modification or changes of this Purchase Order, including changes to drawings/specifications, shall only be effective upon written agreement by both the Seller and the Purchaser. 16. CAPITAL EQUIPMENT The Seller shall not sell, cede, assign or delegate any rights in and to capital equipment delivered by the Purchaser to the Seller in terms hereof nor shall the Seller allow same to become subject to any lien, hypothec, pledge or other encumbrance or judicial attachment for let or sale and shall not part with possession thereof nor abandon same, nor offer nor attempt to do any of the foregoing. Should the equipment become subject to any lien, hypothec or other encumbrance, the Seller shall immediately procure the release of the testing equipment from same. Should any capital equipment or merchandise of the Purchaser be delivered to the Seller in terms hereof, which is to be kept or stored at premises not owned by the Seller, the Seller shall immediately notify the Purchaser in writing of the name and address of the owner of such premises. The Seller shall similarly notify the landlord of the Purchaser's ownership of the said equipment or merchandise and procure the landlord’s acknowledgement thereof in writing, which acknowledgement must be transmitted to the Purchaser as soon as possible thereafter. 17. GENERAL 17.1. A delivery note bearing the Purchaser's order number must accompany all deliveries.; 17.2. The Purchaser will under no circumstances accept responsibility for any verbal commitments made by its employee(s). Only the buying department is mandated to make purchases on behalf of the Purchaser and not unauthorised individuals. A copy of the list of persons mandated to purchase as well as those authorised to sign any documents relating to such purchases on behalf of the Purchaser may be obtained on the Purchaser’s website, namely www.reutechsolutions.co.za; 17.3. The Seller is responsible for the proper packing of the Goods delivered and unless clearly agreed, the cost of all packing cases and other containers shall be for the account of the Seller. In the event that packing cases and/or other containers are returnable, same will-be despatched by the Purchaser, at the Seller's cost, as soon as circumstances permit. 17.4. Despatch of the Goods against this order shall be deemed to signify the Seller's acceptance of the terms and conditions hereof. The acceptance of this order imposes on the Seller the responsibility of ensuring delivery in accordance with the terms and conditions stated in the Purchase Order. 17.5. All drawings/specifications must be returned to the Purchaser on completion of the order. Failure to do so shall entitle the Purchaser to delay payment until return of such drawings/specifications. 17.6. The Seller's Quality/Inspections Department shall verify compliance with the conditions of this Purchase Order and supply a Certificate of Conformance with each delivery. 17.7. The Seller shall supply suitable packaging to meet the specifications of the carrier, where applicable, or to ensure such protection as is necessary to ensure that the Goods are delivered in good order and condition. 18. CANCELLATION OF CONTRACT In the event of any breach by the Seller, whether material or otherwise, of any term or conditions of this Purchase Order, the Purchaser shall be entitled to cancel any part thereof, without notice to the Seller and without prejudice to this rights. The Seller shall be liable for all or any loss or damage sustained by the Purchaser as a result of the Seller's breach of the terms thereof. 19. JURISDICTION The contract arising out of the acceptance of this Purchase Order shall be governed and interpreted in accordance with the laws of the Republic of South Africa. In the event that any one or more of the terms and conditions herein are held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provision shall in no way be effected or impaired. All disputes controversies, differences or claims of whatsoever nature which may arise between the Seller and the Purchaser out of or in relation to or in connection with this Purchase Order or any breach thereof shall be settled amicably by mutual agreement. Should however, such a settlement not be reached within seven (7) days from the date that such dispute may arise or be brought to the notice of the Seller or the Purchaser, as the case may be, then in such event the matter shall at the Purchaser's discretion be submitted for final settlement by arbitration in Sandton, Republic of South Africa in accordance with the rules of the Arbitration Foundation of South Africa, or alternatively, at the sole discretion of the Purchaser, any South African Court with competent jurisdiction. STANDARDS FOR SUPPLIERS The Company expects its suppliers to comply with all applicable laws but more especially those pertaining to labour related matters, health and safety, environment and the like. In addition Suppliers must not offer gifts or entertainment with a view to soliciting any orders from the Company, nor may suppliers enter into any transaction with an associate of the Company that could potentially create a conflict of interest. Suppliers must not tolerate, permit or engage in bribery, corruption, or unethical practices, whether in dealings with public officials or individuals in the private sector. The Company anticipates that suppliers will keep accurate records of all business related matters so as to ensure that they comply with standard accounting prac tices such as Generally Accepted Accounting Principals (“GAAP”) and/or International Financial Reporting Standards (“IFRS”). All labour must be voluntary. Child, forced, bonded, prison, or indentured labour will not be tolerated and workers must be permitted to maintain control of their identity documents at all times.
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