Terms and Conditions of Purchase- 16-02-2022

1. Definitions

1.1. In these Terms and Conditions, the clause headings are for reference purposes only.

1.2. Unless the context clearly dictates a contrary intention;

1.2.1. expressions, which denote any one gender, may include the other genders,

1.2.2. a person, shall include a natural person, company, partnership, close corporation or any other legal person as the context denotes.

1.2.3. the singular may include the plural and vice versa, 1.3. The following expressions/words shall bear the meanings assigned to them hereunder;

1.3.1. “Buyer” shall mean Salisbury Glass, Commercial and/or it’s associated and/or subsidiary companies and divisions as the context denotes.

1.3.2. “Confidential Information” means all technical, commercial, business or personnel information disclosed, becoming available or otherwise made available by the Buyer.

1.3.3. “Confidentiality Agreement” means the Salisbury Glass, Commercial, Confidentiality and Non-Disclosure Undertaking.

1.3.4. “Deliverables” shall mean the physical goods, and/or any activity, work and/or services to be rendered or a combination of the two to be supplied and/or rendered in terms of the Order.

1.3.5. “Delivery” shall mean the completion of and/or physical handover of the Deliverables and shall include offloading in a designated area in a condition and format acceptable to the Buyer, acceptance of the Deliverables is not considered to have taken place until payment has been agreed to.

1.3.6. “Delivery Note” means a document presented to the Buyer by the Seller on Delivery of the Deliverables.

1.3.7. “Invoice” means a document issued by the Seller wherein the amounts owing for Deliverables Delivered to the Buyer are set out.

1.3.8. “Order” or “Purchase Order” shall mean the purchase order placed for the Deliverables detailing all of the Buyers requirements.

1.3,9. “Party” shall mean either the Buyer or the Seller as the context denotes.

1.3.10. “Price” means the agreed monetary remuneration to be paid by the Buyer to the Seller in return for the satisfactory rendering of the Deliverables.

1.3.11. “Seller” shall mean a Party contracted with the Buyer via an Order, for the rendering of Deliverables.

1.3.12. “Terms and Conditions” these Terms and Conditions of Purchase for major purchases revision 0. including all additional requirements and instructions such as but not limited to, material specifications, specific requirements, procedures and drawings, Delivery and Payment schedules referenced on the face of the Order and/or associated documentation.

2. Order Constitutes Entire Contract

The Order, additional instructions such as but not limited to, referenced material specifications, procedures and drawings on the face thereof and these Terms and Conditions of Purchase, constitute the entire agreement relative to the subject matter of the Order and shall supersede all prior understandings, representations and/or communications of whatever type and format between the Parties, unless specifically provided for to the contrary and noted in writing on the face of the Order. In the event of a conflict between the provisions of these Terms and Conditions of Purchase and any Order issued by the Buyer, then the provisions on the face of the Order shall prevail, become binding and take precedence.

3. Tolerances

3.1. All specifications, illustrations, drawings, diagrams, prices, dimensions, advertisements, brochures and other technical data furnished by the Seller in respect of the Deliverables, and whether in writing or not, shall constitute the basis of this Order and shall be relied upon by the Buyer for purposes using the Deliverable relevant to this Order.

3.2. If any Deliverables or any part of them are to be supplied in accordance with specifications, measurements, or other instructions furnished by the Buyer and they do not conform to the same or do not fulfil the promised results or outcomes, the Buyer shall have a claim against the Seller;

3.2.1. for any loss or damage sustained by the Buyer as a result of any error, discrepancy or defect in those specifications, measurements or other instructions,

3.2.2. if the Deliverables Delivered, prove not to be unsuitable for the purpose for which they were advertised as being suited to.

4. Acceptance

4.1. Unless the Order is varied by mutual consent in accordance with Clause 2, or Seller rejects the Order by notice in writing, to be received by Buyer within 2 working days from date of Order, these Terms and Conditions and /or others referred to on the Order or not, as per clause 2 of these Terms and Conditions of Purchase, shall be deemed to have been accepted by Seller in their entirety to the exclusion of any other terms and conditions including the Sellers conditions of quotation, sale and credit.

4.2. Receipt of a Deliverable by the Buyer does not indicate in any manner, an acceptance by the Buyer of the same. Commercial acceptance of the Deliverable is subject to further processing, (such as but not limited to inspection, testing, counting, compliance to specification, fulfilment of promised performance) beyond the receipt and/or rendering of the Deliverables. Acceptance of the Delivery of the Deliverable is evidenced only by payment of the Price for the Deliverables.

4.3. The Seller shall fully comply with the Order and these Terms & Conditions and compliance shall be a Condition Precedent to payment. Where the Seller is in breach of the Order and/or these Terms & Conditions then the Seller shall also indemnify the Buyer for any loss or costs, either direct or indirect, incurred by the Buyer, plus an allowance for loss of normal profits.

5. Price

Unless otherwise agreed to in writing, Prices stated in the Order shall be fixed and shall not be subject to variation. The Price shall include all costs incurred up to the point of Delivery as well as the offloading, unless otherwise stated in the Order. The Price will include VAT and any other statutory fiscal requirements and such amounts will be shown separately from the cost of the Deliverables. Where variation is permitted, the provisions of Clause 6 shall apply.

6. Price Variation

There shall be no adjustment of the Price of Deliverables as shown on the Order unless Seller stipulates an escalation formula in writing at the time of quoting and the same is accepted by Buyer and is incorporated in the Order. Any allowed claim for adjustment shall be submitted as soon as possible and, in any event, not later than 10 working days after Delivery and shall be supported by such documentary evidence as may be required by Buyer. Any allowable adjustment shall be calculated strictly in accordance with the formula agreed to and specified in the Order.

7. Customs Duties, Excise Duties, Forwarding and Clearing Costs and VAT

In all applicable instances custom duties, excise duties, clearing costs, forwarding costs, all other import/export costs and VAT will be incorporated as part of the total Price. They will however be set out in their separate component parts apart from the cost of the Deliverables. All such costs will be for the account of Seller prior to Delivery of the Deliverables unless agreed to and accepted by Buyer in writing.

8. Exchange Rate (Applicable to locally placed Forex linked Orders)

The rate of exchange stated in the Order shall be the rate at the Order date (date Order is printed). The Order will be placed and accepted in British Pounds at the exchange rate ruling at the date of the Order or on another date agreed to in writing between Buyer and Seller. Any variations in the rate of exchange at the time payment is made shall be for the account of Seller unless otherwise agreed in writing between Buyer and Seller. Any costs incurred in taking out forward exchange cover will be for the account of Seller unless otherwise agreed to by Buyer in writing.

9. Risk

Regardless of when ownership of the Deliverables passes to Buyer, Seller shall in all instances accept risk and responsibility for the Deliverables until Delivery has been carried out to the intended area of Delivery. Seller shall be responsible inter alia for off-loading operations or any damage to the Deliverables caused by the loading or off-loading thereof. If rendering of the deliverables (partial or otherwise) is performed by Seller upon premises not owned or controlled by Seller or Buyer, Seller shall keep such Deliverables free and clear of any lien or any other charge or risk.

10. Payment

10.1. Unless otherwise agreed in writing by the Parties, Buyer shall endeavour to effect payment, less any applicable discount and less any retention in terms of the Order, 30 days from the end of the month in which the Deliverables were rendered. Payment may be agreed to by a payment schedule, which will form part of the Order Terms and Conditions.

10.2. Invoices must show Buyer’s Order number and a Delivery note number that shows the complete detail of the Deliverables Delivered.

10.3. Delivery notes must always show the Order number, Buyer’s job number, Seller’s part number, Buyer’s part number and quantities as well as any other information that may have been specifically requested on the Order.

10.4. Once Delivered it is incumbent upon the Seller that it ensures the Delivery Note is stamped by the Salisbury Glass, Commercial, Goods Receiving function to which Deliverables were Delivered and the name and signature of the recipient is acknowledged, agreed to, verified and printed on the Delivery Note by the recipient, failing which Buyer cannot process payment.

10.5. Buyer shall not be liable to make any payment until it has received the relevant original, complete, fully-compliant and correct tax invoice and Delivery Note reflecting the Order number, substantiated by documentary proof, as detailed above, of Buyers receipt and Acceptance, as per Clause 4, in all aspects, of the relevant Deliverables.

10.6. The invoice must fully comply with English Law.

10.7. Should administrative documentation not conform to requirements as detailed above, it will be returned to Seller for correction and in this instance, Buyer reserves right to claim any previously applicable discounts and/or benefits, despite an apparent overdue payment.

11. Variations in Order

No variation or amendment to the Order shall be of any force or effect unless reduced to writing and signed by the Parties. Buyer shall be entitled to request minor variations in the Order and Seller shall be obliged to give effect to such request.

12. Quality

12.1. Seller expressly warrants that all Deliverables will be rendered strictly in compliance with instructions, plans, drawings, specifications and/or samples furnished or approved and requested by Buyer (which are hereby made a part of the Order as if fully set out therein) and will conform thereto or in the absence thereof, will be the best of their respective kinds, merchantable, fit and sufficient for the ordinary purpose for which such Deliverables are deployed and in all cases will be free from defects in design, material and workmanship.

12.2. Should the Order requirements not be met, Deliverables may be returned and/or repudiated at Sellers expense. Should any Deliverables or part thereof be found to be defective within the Sellers warranty period, such Deliverables shall be repaired, replaced and/or reworked by Seller free of charge and as soon as reasonably possible upon Buyer’s request. Seller hereby indemnifies and holds Buyer harmless against all expenses incurred and damage sustained by Buyer as a result of such defect or by reason of any accident, injury or damage to persons or property occasioned by the use of such defective Deliverables and contributed to either wholly or partly by the defective condition thereof. The Seller will, at the Buyers sole discretion, be held liable for direct damages and loses arising out of or in connection with the defect.

13. Packaging and Labelling

13.1. In the absence of any agreement or understanding to the contrary, packing cases and materials shall be deemed to be included in the Price of the Deliverables and shall remain the property of Buyer.

13.2. Seller shall be obliged to take all reasonable care to ensure that the Deliverables are packed in such manner and in such materials so as to prevent any loss or deterioration of such Deliverables or any damage thereto whilst in transit, storage, during loading or unloading.

13.3. As a minimum the Seller will pack goods into appropriate packing which will be labelled where applicable, with the Sellers part number, the Buyer’s stock code, quantity of items, the Buyer’s item description, Buyer’s Drawing number and item number, the Order number, Buyer’s part number as per the Buyer’s delivery schedule reference/description including floor and location, Buyer’s Job number and any other information requested in the Order, in a legible format. In the event the packaging or labelling is insufficient, damaged, incomplete or defective, the Delivery will be refused.

13.4. For the purpose of this clause the term “Packing” shall include covering. Buyer shall be entitled to recover from Seller all loss and damage of whatsoever nature which Buyer has suffered arising from Seller’s failure to comply with the provisions of this clause.

14. Inspection and Testing

14.1. Buyer, its’ insurers, its’ third-party inspectorate and/or, Buyer’s client for whom the Deliverables are intended, shall be entitled to examine, test and inspect the Deliverables at any stage of the rendering and/or production thereof, whether on Seller’s premises or on the premises of any Seller appointed sub-contractor or vendor.

14.2. Seller shall provide the necessary labour, materials and facilities for such examination, testing and/or inspection. 14.3. Seller shall on Buyer’s request provide Buyer with samples, test pieces and/or documentation of or with regard to the Deliverables or any part thereof.

14.5. No examination, testing, inspection or results thereof shall release Seller from any obligation in terms of the Order.

14.6. No Deliverables rejected shall be replaced, other than upon Buyer’s request for a replacement.

14.7. Any rejection of Deliverables or part thereof may result in the cancellation of the Order by the Buyer from which the Buyer will incur no liability whatsoever.

15. Performance of Work

15.1 Whenever Seller shall have in its possession any property belonging to Buyer and/or Buyer’s client, Seller shall be responsible for the safety of such property as well as liable if it is lost, stolen or damaged and will maintain a policy of insurance against loss or damage to same.

15.2 If Buyer’s machinery or equipment is used by Seller in performance of the Order, it shall be under Sellers sole custody and control for the period of such use by Seller and should any person in the employ of Buyer be used to operate such machinery or equipment, such person shall be deemed during such period of operation to be an employee of Seller.

15.3. Seller shall comply with any operating instructions given by Buyer and use only competent and properly qualified personnel to operate such machinery or equipment.

15.4. Seller agrees to indemnify Buyer from any and all liability as detailed in clause 28. Seller will insure the risk with regard to such machinery and/or equipment as per clause 29.

15.5 Where Deliverables are rendered by Seller upon premises not owned or controlled by Buyer and Buyer makes progress payments to Seller in respect of same, Seller acknowledges that title but no risk in such Deliverables vests in Buyer. Seller will accept all risk of loss and/or damage to such Deliverables and will maintain a policy of insurance against loss or damage to same.

15.6 While rendering the Deliverables on a site for which the Buyer is responsible in terms of health and safety legislation, Seller will comply with applicable legislation and regulations and will be taken to understand and will abide by the provisions of the said legislation and regulations in every respect and in addition will abide by the following;

15.6.1. the Seller’s employees, sub-contractors and assignees shall wear readily identifiable uniforms and each must wear the same uniform

15.6.2. all such overalls/uniform/kit shall have the name of the Seller or Seller’s assignee clearly printed on the assignees overall/uniform/kit which shall be clearly visible

15.6.3. Seller’s employees, sub-contractors and assignees shall possess and/or utilize when required, all necessary personal protective equipment with due regard to the area of the site in which they will be rendering the and/or Delivering the Deliverable

15.6.4. when on the Buyer’s site the Sellers personnel’s personal protective equipment shall at all times be fully functional and, in a condition, acceptable to Buyer’s safety personnel

15.6.5. Seller’s employees and/or assignees shall, before rendering Deliverables on a site for which the Buyer is responsible in terms of health and safety legislation, attend and be taken to have fully understood by virtue of signing an attendance register, a Buyer’s site safety induction programme

15.6.6. non-compliance with any of the above will result in access being denied to Buyer’s site or removal from the site coupled with a possible cancellation of the Purchase Order in which instance the Seller accepts that the Buyer will incur no liability whatsoever from such cancellation.

15.7. Seller is fully responsible, at its’ cost, for issuing correct, adequate and functional personal protective equipment to all personnel employed or engaged, directly or indirectly by it on the Buyer’s plant, facility and/or premises as well as personnel given access to the site by the Buyer whether such personnel were invited to the site by the Vendor or not.

16. Delivery

16.1. The Seller shall affect Delivery of the Deliverables on the required date of Delivery indicated on the Order. Should it appear to Seller that the rendering of any aspect of the Deliverables/Order will be changed for any reason so that the Order cannot or is unlikely to be fulfilled as required by the Buyer, the Seller shall immediately notify Buyer of the changes and non-conformances and shall obtain written confirmation from Buyer that the Order/Deliverables are still required.

16.2. Delivery notes must always show, where applicable, the Sellers part number, the Buyer’s stock code, quantity of items, the Buyer’s item description, Buyer’s Drawing number and item number, the Order number, Buyer’s part number as per the Buyer’s delivery schedule reference/description including floor and location, Buyer’s Job number and any other information requested in the Order. Failure by Seller to comply with requested administrative requirements will result in Delivery being refused or a delay in payment, at Seller’s cost.

16.3. Should Seller fail to render the Deliverables, as specified by the Order, on the dates stipulated in the Order, Seller shall be liable, at the Buyers sole discretion, to pay Buyer a sum equal to 1% (one percent) of the total Order Price for each overdue completed week or part thereof, from the date stipulated, until the date of Delivery of Deliverables. This claim pertains to late Delivery penalization only, and is in addition to any other claims Buyer has in terms of the Order.

16.4. If for any reason the Buyer is unable to take Delivery of the Deliverables, the Seller will postpone the Delivery of the Deliverables until Delivery is called for by the Buyer. The Buyer shall be liable for reasonable storage costs, provided such postponement was not as a result of the Seller’s fault or negligence.

17. Confidentiality and Non-Disclosure

17.1. Seller agrees not to disclose any Confidential Information pertaining to the subject matter of the Order and Buyer’s business including but not limited to the engineering or technical developments and requirements of Buyer, to any employee or person not specifically requiring such information for the proper execution of the Order.

17.2. The Seller will not disclose Confidential Information to any third party not authorised by Buyer to receive same.

17.3. Seller shall sign Buyer’s Confidentiality and Non-Disclosure Undertaking and shall in any event by Acceptance of  the Order be deemed to have knowledge of and be bound by the obligations contained in the Confidentiality and Non-Disclosure Undertaking.

17.4. Seller shall impose the obligations contained in Clause 17 on its successors in business, assignees, subcontractors, suppliers and employees and shall ensure strict compliance therewith.

17.5. Seller shall upon completion of the Order, return to Buyer all drawings, descriptions, calculations, software, hardware and other documentation or media which may contain any Confidential Information.

17.6. Confidential Information whether disclosed intentionally, accidentally or in the course of rendering and Delivering the Deliverable is protected by clause 17 in its entirety.

18. Specifications, Samples, Drawings, Proprietary Information and/or Goods

18.1. Buyers’ specifications, samples, drawings and any proprietary information and/or goods supplied by the Buyer are the exclusive property of Buyer and shall be returned by Seller to Buyer upon demand or upon completion of the Order. Seller shall treat such specifications, samples, drawings and any proprietary information and/or goods as Confidential Information and shall not use them for any purpose, other than for the proper completion of the Order, and shall not use them in any way which may be, in the Buyers sole opinion, directly or indirectly detrimental to Buyer’s interests.

18.2. Seller shall not itself or through any associated, subsidiary or other concern manufacture equipment or parts or carry out any work identical to or resembling the Deliverables or any part thereof for any party other than Buyer, and shall not render such Deliverables to any party other than Buyer.

18.3. Should Seller be approached by any party with a request, compliance with which would constitute a breach of clause 17, Seller shall immediately advise Buyer of such request and confirm such advice in writing within 48 (forty-eight) hours.

19. Patents

Seller hereby indemnifies Buyer and where applicable Buyer’s client against any claim by a third party for infringement of letters, patent, trademarks, registered design and/or copyright arising out of or as a consequence of the production, rendering, use or sale of the Deliverables and against all costs and expenses occasioned thereby except insofar as such infringement is due to Seller having followed in its entirety a design furnished by the Buyer.

20. Sub-Contracting and Assignment

Neither Party shall not cede, assign, transfer or sublet the Order, or any portion thereof, without the other Party’s direct and specific written consent. Such permission granted shall in no way release the other Party from any of its obligations or duties at law or as set out in the Order in its entirety.

21. Force Majeure

21.1 Neither Party shall be held fully liable in respect of failure to fulfil their obligations to accept or Deliver when the reason for such failure is caused by, or arises from, any act of God or circumstances which could not be reasonably and practicably avoided in the ordinary conduct of that Party’s business. Liability will be limited to obligations and/or liabilities accrued, for purposes of performing duties and obligations in terms of the Order, prior to the effective time of failure. Neither Party shall have any further liability thereafter.

21.2 The Party whose performance is delayed or prevented shall immediately give notice in writing to the other Party advising the other Party as to the results causes and remedies with regard to the failure whereon either Party may cancel the Order.

22. Buyers Remedies

22.1. Should Seller be made subject to any provisional or final order of sequestration, liquidation or judicial management, or not have settled a judgement for debt within 5 (five) days of such judgement, or should the Order not be executed by the due date, or should it become apparent that Seller is unable to execute the Order on due date, or should Seller commit any other breach of the provisions of the Order and fail to remedy such breach within 5 (five) days from receipt of a notice from Buyer requiring it to do so, Buyer at its own discretion and without prejudice to any other rights which it may have in terms of the Order or in law shall be at liberty to cancel the Order wholly or to the extent of the default or until such claim has been settled by Seller. Buyer shall not be liable to make payments in respect of Deliverables already Delivered and may use such monies to set off costs arising from actions invoked under clause 22 and its subsections.

22.2. Should any Deliverables not conform to the provisions of the Order, or be defective in any way, and be rejected by Buyer, Buyer, without prejudice to any other rights, which it may have, shall be at liberty;

22.2.1. To demand that the rejected Deliverables be repaired or replaced and generally made good by Seller at no additional cost to Buyer. Should Seller fail to comply with such demand within a reasonable period, and to the satisfaction of Buyer, Buyer may exercise the other remedies available to it in terms of Clauses

22.2.2 or 22.2.3, 22.2.2. To proceed to repair, replace, make good or complete or have repaired, replaced, made good or completed by a third party, the rejected Deliverables. Any costs occasioned thereby shall be for the account of Seller,

22.2.3. To cancel the Order in terms of Clause 22.1 hereof.

22.3. Where the Buyer, in its sole opinion, believes a continued association with the Seller is contrary to its security or business interests, the Buyer reserves the right to cancel this Order and withdraw from it at its sole discretion with complete and total impunity to any claim or action. In this instance the Seller will be considered in default and subject to the consequences of default as laid down in clause 22 and its sub-sections.

23. Relevant Legislation

23.1. This Agreement shall comply with English Law and shall be subject to the jurisdiction of the English Courts.

23.2. The Seller will make itself aware of all legislation and regulations as well as specific information pertaining to the Deliverable. In the event the Seller is not fully aware of or not compliant to such requirements and, or Information the Seller must recuse itself from its acceptance of this Order.

23.3.It is presumed by Buyer that Seller, having presented itself as professional in matters regarding the Deliverables, is entirely current and compliant with regard to all relevant legislation, regulation and information regarding the Deliverables and the operation, Delivery, storage, use and/or installation thereof and as such the Seller indemnifies the Buyer against any actions or costs arising due to misrepresentation, non-disclosure, ignorance or negligence by the Seller with regard to the Deliverable. Such actions or costs will be for the Sellers cost entirely.

24. Waiver

No relaxation or indulgence, which Buyer may grant to Seller, shall debar Buyer from insisting upon Seller’s strict compliance with the Terms and Conditions of the Order, nor shall they constitute a novation or waiver thereof. Any rights, which may accrue to Buyer under any of the Terms and Conditions of the Order, shall be without prejudice to any other rights, which Buyer may have in law.

25. Applicable Law

Regardless of the place of execution or performance, this Order and all modifications, variations and amendments hereof shall be governed by and constructed under and in accordance with the laws of the Buyer’s domicile.

26. Jurisdiction

The Parties consent to the exclusive jurisdiction of the Courts of the Buyer’s domicile in respect of all matters arising out of and with regard to disputes in connection with or in relation to this Order.

27. Principal Contact

27.1. Where Buyer has entered into a contract with a client (“the Principal Contract”) relating to the Deliverables purchased from Seller, and the Seller does not adhere to Order requirements such as but not limited to Delivery dates, product quality or cost, resulting in a claim being exercised by the Principal Contractor against the Buyer, the Seller will indemnify the Buyer and will be responsible and liable for the payment of the claim caused as a direct result of nonconformance to Order requirements by the Seller.

27.2. Claims and payments flowing from and to the Principal Contractor will be administered by the Buyer and routed through the Buyer at no charge to the Seller in so doing the Buyer is assume nor attracting no liability at all but only facilitating an administrative function.

27.4. Seller is required to have full regard to the Buyers obligations vis-à-vis the Principal Contract and shall adhere inter alia to the program of Delivery and quality as laid down by Buyer in the Order so as to ensure that Buyer is able to fulfil its obligations.

27.5. In the event of Buyer ceasing for any reason to be the contractor in terms of the Principal Contract, the Buyer shall be entitled to cede to the Buyers client, all the rights which the Buyer possessed against the Seller in terms of the associated Order.

28. Indemnity

28.1. Seller shall assume liability for and hereby indemnifies Buyer as follows;

28.1.1. any breach by Seller, its employees, agents or assignees, of the requirements of the Order applicable to the Deliverables resulting in a claim by a 3rd party.

28.1.2. any act or omission on Seller’s part or on the part of its employees or agents, which involves Buyer in any liability to its client under the Principal Contract,

28.1.3. any claim, damage, loss or expense of whatever nature, due to or resulting from any negligence or breach on Seller’s part or the part of its employees, agents or assignees, whether contractual, statutory or otherwise, including any wrongful use by Seller or such employees, agents or assignees, of any permissions, information, equipment or other property belonging to or provided by, the Buyer or another party,

28.1.4. any liability, loss, claim or proceedings whatsoever, whether arising at common law, by statute or otherwise, in respect of or in consequence of personal injuries to, or death of, any person arising out of or in the course of the rendering of the Deliverables,

28.1.5 any liability and/or prosecution arising from a transgression by the Seller of any of the UK health and safety legislation and regulations on Delivery and/or in the rendering of the Deliverables.

29. Insurance

29.1. Seller shall keep in force at all material times, policies of insurance against Sellers legal liability at common law and in terms of statute and regulations with regard to death of or personal injury to any person, or loss of or damage to property arising out of or in the course of rendering and Delivering the Deliverables in terms of the Order.

29.2. In the instance where Buyer is to affect an advance of any sort or magnitude, Seller will ensure Buyer’s risk by way of a bank guarantee, appropriate bond or insurance raised in favour of Buyer, which instrument will be handed to Buyer’s procurement manager prior to the advance being paid.

29.3. Where Seller is in possession of Buyer’s, Buyer‘s sub-contractor’s or Buyer’s client’s plant, equipment, jigs, dies, templates, mould’s, patterns, print positives, tools, instruments, proprietary information and the like, Seller shall accept liability for loss and/or damage to the same and shall maintain policies of insurance to protect against such loss or damage.

29.4. The Seller shall autonomously, when insurance is required by these Terms and Conditions of Purchase, forward the current Insurance Certificate/s for the relevant insurance/s to the Buyer.

29.5. Insurances raised or in existence must cover not only the term of the Order but must include extended liabilities flowing there from such as to but not limited to, warranties and guarantees.

30. Jigs, Dies, Templates, Moulds, Pattern, Print Positives, Tools, Instruments, Proprietary Information and the like (Ownership of)

Where the cost of jigs, dies, templates, moulds, patterns, print positives, tools, instruments, information and the like are included in Sellers Price, ownership thereof shall vest in Buyer immediately and not on final payment of Price.

31. Jigs, Dies, Templates, Moulds, Patterns, Print Positives, Tools, Instruments, Proprietary Information and the like (Care and Control of)

Where Buyer supplies Seller with any equipment or information Seller shall acknowledge safe delivery of same and shall not use or remove same from its premises without the express prior written authorisation of Buyer. Seller shall, keep such equipment or information in good condition, fair wear and tear excepted. All risk and responsibility for any loss or damage to such equipment and/or information shall be with Seller who shall raise and maintain a policy of insurance against loss, damage or theft of same.

32. Set Off

Should the Seller be liable to Buyer in respect of any breach of Order Terms and Conditions or otherwise for the payment of any sum to Buyer, Buyer shall be entitled to deduct or set-off against any monies due to Seller any sums so payable.

33. Cession of Guarantees and Warranties

Buyer shall be entitled to cede to its client (where applicable) any warranty and/or guarantees furnished by Seller to Buyer in relation to the quality of material, workmanship, design or any other factor having a bearing on the adequacy of the Deliverables, even where the operative period of such warranty or guarantee extends beyond the active period of the Order or Principal Contract.

34. Notices

The Parties select as their domicillium citandi et executandi their address as set out in the Order. All notices shall be in writing and shall be delivered by hand or sent by prepaid registered mail to the domicillium of the addressee.

35. Language

The English language (UK version) shall be the language of the Order. If any document Delivered in terms of the Order or for the administration of the Order is not in English language or is not in metric units, Seller shall forthwith at Buyer’s request, provide Buyer with translations into the English language and the document shall be changed to reflect metric units. Such translations and conversions will be at the Sellers cost.

36. Applicability

The non-applicability of any clause will not affect the applicability of other clauses in the Terms and Conditions applied
to this Order.

37. Intellectual Property

37.1. As a result of the Buyer placing this Order and the Seller rendering the Deliverables (whether the Deliverables are purchased for the Buyer or manufactured for the Buyer), intellectual property may be imparted by the Buyer to the Seller and/or intellectual property may come into existence. Any such intellectual property, including but not limited to copyright, patents, rights to inventions and discoveries, and trademarks, shall vest exclusively in the Buyer. The Buyer shall be entitled to license, assign or otherwise exploit such intellectual property, as it deems fit.

37.2. Seller shall sign Buyer’s Deed of Assignment Agreement and shall in any event by acceptance of the Order be deemed to have knowledge of and be bound by the obligations contained therein.

38. Exclusion of Liability Relating to Loss of Profit, Consequential, Special and Indirect Damages and Third Parties

38.1 Under no circumstances, shall Buyer be liable to the Seller for consequential, special or indirect damages including, but not limited to, loss of profits, arising out of, but not limited to;

38.1.1. A breach and/or default of any provision of this Order,

38.1.2. Misrepresentation or negligence (except intentional misrepresentation),

38.1.3. Liability in delict, including but not limited to strict liability, or otherwise, whether or not based on this Order,

38.1.4. Excepting clause 21, any commitment undertaken or performed under or in connection with this Order.

39. Agency

The Buyer reserves the right to, at any time, and at its sole discretion, utilise a lawfully appointed agent to procure Deliverables on its behalf. The Seller undertakes to deal with such agent and extend, at the least, all courtesies, prices, commercial considerations and cooperation to the appointed agent that would be extended to the Buyer.


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