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Reutech Solutions (PTY) Limited - Standard Terms & Conditions of Purchase

  1. In this purchase order the following words and phrases shall have the meanings assigned to them as follows:

    1. "the seller" : the company or person/s to whom this purchase order is addressed

    2. "the purchaser" : Reutech Solutions (Pty) Limited (VAT Registration 4840169728)

    3. "the parties : the seller and the purchaser:

    4. "this purchase order : purchase order, including the terms and conditions contained hereunder and any additional terms and conditions incorporated herein and attached hereto

    5. "the delivery date" : the date of delivery of the goods specified on the reverse hereof;

    6. "the goods" : the goods ordered in terms hereof.

    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, the terms and conditions of this purchase order shall take precedence. No other terms and conditions contained herein shall be any force or effect unless reduced to writing and signed by both the Purchaser and the Seller or their successors in title.
     

  3. PRICE AND PAYMENT
    The total order value shall, unless otherwise expressly stated, include all taxes, duties and surcharges of any kind. Which the Seller is 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 furnished to the purchaser. The purchase price contained herein is a fixed price and shall not be varied without a written variation order given by the Purchaser to the Seller.
     

  4. 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 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 cancellation.
     

  5. 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 are for the account of the Seller. The cost of taking out of 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.
     

  6. NON CONFORMANCE
    In the event of the Seller delivering goods which are not in conformance with the Purchaser's specifications as contained in this purchase order or delivering a quantity of goods less than 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 period 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 delivered goods only, to purchase such goods from other suppliers and to recover from the Seller any amounts which the Purchaser has to pay for such goods which is in excess of the amount which 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.
     

  7. 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 8 hereof.
     

  8. NON-WAIVER
    Failure of the Purchaser to insist upon strict performance of any of the terms and conditions hereof, or failure or delay to exercise any rights or remedies properly notify the Seller in the event of breach or the acceptance of a payment for any goods delivered in terms hereof or approval of any design, shall not release the seller of any of the warranties or obligations in terms of this purchase order and shall not be deemed a waiver of any right of the Purchaser of insist upon strict performance hereof or of any of its rights or remedies as to any such goods regardless when shipped, received or accepted; or as to any prior or subsequent default hereunder, nor shall any purported oral medication or rescission of the purchase order by the Purchaser operate as a waiver or novation of any of the terms hereof.
     

  9. 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 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 made. 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, but such liability shall in no event include loss of profit or loss of use.
     

  10. INSPECTION
    The goods purchased under this purchase order shall be subject to inspection by the Purchaser or its representatives. 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.
     

  11. 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 prior consent in writing. This provision does not apply to information which, in the Purchaser's judgement, is known in public.
     

  12. PATENT RIGHTS AND INFRINGEMENTS
    The proprietary rights in and to the design of the goods and in 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.
     

  13. 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.
     

  14. 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.
     

  15. 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, hypothecate, pledge or other encumbrance or judicial attachment for let, part with possession of 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.
     

  16. GENERAL

    1. A delivery note bearing the Purchaser's order number must accompany all deliveries.

    2. 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 at the Seller's cost as soon as circumstances permit.

    3. 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.

    4. All drawings/specifications must be returned to the Purchaser on completion of order. Failure to do so shall entitle the Purchaser to delay payment, until return of such drawings/specifications.

    5. 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.

    6. 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.
       

  17. 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 Purchase 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.
     

  18. 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.