GBT Home >> Terms and Conditions

GENERAL CONDITIONS OF SALE

Grand Battery Technologies SA (Pty) Ltd (“the Company”) UNLESS OTHERWISE STATED BY THE COMPANY IN WRITING, all sales made by the Company are made on the following terms and conditions.

ENTIRE AGREEMENT

All quotations made and all orders accepted by the Company shall, notwithstanding that the order placed on the Company by the other contracting party (“the Buyer”) may contain terms and conditions, be governed solely by the terms and conditions of these General Conditions of Sale (“the Conditions”). The conditions shall constitute the entire agreement between the Company and the Buyer and no other terms or warrants whatsoever not contained herein shall be binding between the Company and the Buyer.
No alterations or variations of the Conditions, nor the consensual cancellation thereof shall be of any effect unless it is recorded in writing and signed by the Company and the Buyer or their respective successors in title. No relaxation or indulgence which the company may allow the Buyer at any time in regard to the Buyer’s obligations in terms of the conditions shall prejudice any of the Company’s rights under the conditions in any manner whatever or be regarded as a waiver of any of those rights or be deemed to be a notation of any of the terms and conditions of the conditions.

ORDERS

The Company reserves the right to accept or refuse orders as well as (without prejudice to any other remedy) to cancel any uncompleted order or to suspend delivery in the event of any of the Buyer’s commitments with the Company not being met, or if the Company is of the opinion that such commitments will probably not be met by the Buyer.

PRICES AND TAXES

Prices are inclusive of VAT, but exclude municipal, or other government, excise, sales, use, occupational, or like taxes or duties now in force or enacted in the future. Any such tax, fee, or charge of any nature whatsoever imposed by any governmental authority on, or measured by, the transaction between the Company and the Buyer shall be paid by the Buyer in addition to the prices quoted or invoiced. In the event the Company is required to pay any such tax, fee or charge, at the time of sales or thereafter, the Buyer shall reimburse the Company thereof.

DESCRIPTION OF GOODS

All goods will be supplied according to the Company’s specifications. All drawings, descriptive matter, weights and dimensions submitted with a Company tender are approximated only, and the descriptions and illustrations contained in Company catalogues and price lists and other advertising matter are intended to present a general idea of goods described therein and none of these shall form part of the Conditions of Sale.

PERFORMANCE

All quotations included only such goods, accessories and work as specified or referred to therein. No statements, documentation or correspondence other than specifically therein stated or referred to in the quotation shall apply to the Buyer’s order issued pursuant to the quotation and neither party shall place any reliance on any statements, documentation or correspondence which and not specifically identified in the quotation. All descriptions, drawings and other particulars furnished in catalogues, price lists and other documents issued by the Company are as accurate as possible, but given for general information are not to be treated as binding unless specifically confirmed in writing. Any performance figures which may be given by the Company are based upon experience and are such as the Company experts to achieve. The Company will however accept no liability if those figures are not obtained unless the Company specifically guarantees them subject to recognized tolerances and rejection limits which may be applicable. The Buyer assumes responsibility that the goods are sufficient and suitable for the Buyer’s purpose. The Company cannot accept liability for incorrect system operations or damage or maloperation of components resulting from interaction of components or subassemblies within a system or resulting damage from inadequate system design.

INSPECTION AND TEST

The Company’s products are carefully inspected, and where possible submitted to the Company’s standard tests at the Company’s works before despatch. If tests other than those specified in the Company’s tender or tests in the presence of the Buyer or the Buyer’s representative are required, these will be charged for at the usual price for suck kind of test. In the event of any delay on the Buyer’s part in attending such tests after 24 hours’ notice that the Company is ready, the tests will proceed in the Buyer’s absence and shall be deemed to have made in the Buyer’s presence.

MATERIALS

Materials, goods or tools despatched to the Company in connection with the Buyer’s orders are at the Buyer’s own risk and the Company accepts no responsibility for insuring the Buyer’s property accept by arrangement in writing. Any Patter, jigs or tools rovided by the Company shall remain the Company’s property except as stated by the Company in writing.

REJECTION

Unless otherwise agreed in writing, goods rejected by the Buyer as not complying with the specifications must be rejected within 14 days of receipt.

DESPATCH

Any times quoted for despatch are to be treated as estimates only and the Company shall not be liable in any manner whatsoever for failure to despatch within such time unless the Buyer has suffered loss thereby and the amount payable in respect thereof shall have been specifically and expressly agreed in writing prior to despatch as liquidated damages, in which case the Company’s liability shall be limited to the amount so agreed to be paid. In all cases, whether a time for despatch be quoted or not, the time for despatch shall be extended by a reasonable period having regard to all the circumstances if delay in despatch is caused by instructions or lack of instructions or other necessary particulars from the Buyer, or by industrial dispute, or by any cause whatsoever beyond the Company’s reasonable control whether existing at the date of Contract or arising thereafter which without in any way limiting the generality of the foregoing, shall include earthquake, flood, fire or other natural physical disaster, plague or other epidemics, war hostilities whether war be declared or not, invasion, act of foreign enemies, rebellion, revolution civil war, insurrections, the usurping of power, riot, commotion or disorder, strikes, lockouts or general shortage of materials, acts of commissions of the Company’s suppliers or subContractors, breakdown or failure of electrical power or machinery, damage by fire or otherwise, shortage of transport or delays en route or failures or restrictions of Governments including restrictions or delays in issues of export or other licenses.

10.

STORAGE

If by any reason or instructions or lack of instructions from the Buyer despatch in accordance with the contract is delayed for 21 days after the Buyer has been notified that the goods are ready for despatch, the risk in the goods shall pass to the Buyer who shall take delivery or arrange for storage and for purposes of Clause 14(Payment) the goods shall thereupon be deemed to have been delivered. If and for so long as the Company’s storage facilities permit the Company may store the goods and the Buyer shall pay reasonable charge therefore. The risk of damage to or destruction of any of the Buyer’s goods so stored, from whatsoever cause arising including negligence of the Company or persons for whose actions the Company may in law be liable, shall vest in the Buyer and the Company shall not be liable for any damage caused to the Buyer by virtue of damage to or destruction of such goods.

11.

DELIVERY

Unless otherwise specified, the prices stipulated on quotations and official order confirmations for the goods are understood to apply ex the Company’s works and carriage will be charge to the Buyer. All goods are forwarded at the Buyer’s risk whether sent postage or railage, paid or forward. The Company’s responsibility ceases with the handing over of the goods to the Railways, Post Office or forwarding agent.

12.

PACKAGING

Unless otherwise agreed in writing, the goods will be suitably packed for transport within South Africa. Special packing requested in writing by the Buyer will in every case be charged extra.

13.

GENERAL LIABILITIES AND LIMITED WARRANTY

The Company warrants the products sold will be free from defects in material and workmanship and perform to the determined specifications for a period of 90 days from the date of delivery to the Buyer. The liability of the Company hereunder shall be limited to replacing as soon as reasonably possible any defective products which are returned. In no case are products to be returned without first obtaining permission and a customer return order number from the Company. In no event shall the Company be liable for any consequential or incidental damages. Products which have been subject to abuse, misuse, accident, alteration, neglect, unauthorized repair or installation are not covered by warranty. The Company shall make the final determination as to the existence and cause of any alleged defect. No warranty is made with respect to custom equipment or products produced to the Buyer’s specifications except as specifically stated in writing by the Company in the contract for such custom equipment. This warranty is the only warranty made by the Company with respect to the goods delivered hereunder, and may be modified or amended only by a written instrument signed by a duly authorized person of the Company and accepted by the Buyer. All other conditions, warranties and liabilities implied by law or otherwise are hereby expressly excluded. In respect of goods not of the Company’s manufacture, the Buyer is entitled only to such benefits as the Company may receive under any guarantee given to in respect thereof. Save as in this clause hereinbefore expressed the Company shall be under no liability in contract, delict or otherwise for any personal injury, loss or damage of whatsoever kind or howsoever caused or for anything done or omitted in connection with the goods or any work in connection therewith whether due to the Company’s fault or not. The Purchaser assumes the risk that the product sold is suitable for the Purchaser’s specific purposes. No representation in this regard has been made by the Seller. Unless this document expressly states contrary, the Seller is not even aware of the specific purpose to which the Purchaser wishes to put the product.

14.

PAYMENT

a. Unless otherwise agreed in writing payment of the purchase price of the goods in full is due on delivery. Subject to the provisions of clause 10 (storage) goods shall be deemed to have been delivered when the invoice has been duly presented accompanied where appropriate by the documents of title.

b. At the Company’s discretion or unless otherwise agreed in writing the Company reserves the right to charge interest on accounts which are 30 days outstanding at the rate of 2% per month compounded monthly.

c. Failure on the Buyer’s part to pay in accordance with the terms of the Conditions for goods delivered shall entitle the Company at the Company’s option to withhold further deliveries both in the respect of the Conditions in question and any other conditions for delivery of goods to the Buyer until such payment has been made but the Buyer will in such event also be liable to the Company for the cost of all materials and work in connection with manufactured or partly manufactured articles acquired or made by the Company for the purpose of future deliveries to the Buyer less an allowance of the value thereof as realized or as utilized by the Company for other purposes.

d. In the event of any discrepancies between actual quantity delivered and invoiced, notification of discrepancy must be made within 7 days of receipt of goods.

e. Unless payment has been made in full and received by the Company, the goods remain the property of the Company, that is, ownership is reserved in favour of the Company.

15.

CANCELLATION

This contract may be cancelled by the Buyer only upon the payment of reasonable cancellation charges, which shall include but not be limited to expenses already incurred for labour and material costs, overhead commitments made by the Company, and a reasonable profit. In the event of cancellation, the Buyer will have no rights in the partially completed goods.

16.

PATENTS

a. With respect to goods or part of goods which are not the subject of experimental or development or prototype work the Company will indemnify the Customer against any claim for infringement of Letters Patent or Registered Design (published at the date of the contract) by the use or sale of any article or material supplied by the Company to the Buyer and against all costs and damages which the Buyer may incur in any action for such infringement or for which the Buyer may become liable in any such action provided that this indemnity shall not apply to any infringement which is due to the use of such article or material in an electric circuit arrangement whether or not such use or any proposed use shall have been specified or disclosed to the Company. Provided always that this indemnity shall not apply to any infringement which is due to the Company having followed a design or instruction furnished or given by the Buyer or to the use of such article or material in a manner or for a purpose or in a foreign country not specified by or disclosed to the Company. Provided also that this indemnity is conditional on the Buyer making no admission in respect of such alleged infringement and giving the Company the earliest possible notice in writing of any claim being made or any action threatened or brought against the Buyer and on the Buyer permitting the Company at its own expenses to conduct any litigation that may ensure and all negotiations for a settlement of the claim. The Buyer on his part warrants that any design or instruction furnished or given by the Buyer shall not be such as will cause the Company to infringe any Letters Patent, Registered Design or Trade Mark in the execution of the Buyer’s order.

b. With respect to any goods which are the subject of experimental or development or prototype work undertaken by the Company, the Company will exercise reasonable commercial vigilance subsequent to the date of the order in watching for any patent or patent application owned or controlled by third parties which may be relevant to the objectives of the order. If at any time any relevant third party patent application comes to the notice of the Company, the Company shall inform the Buyer and the Company and the Buyer shall jointly consider what action, if any, is to be taken.

17.

INFORMATION AND DESIGN RIGHTS

a. With respect to goods or parts of goods which are the subject of experimental or development or prototype work undertaken by the Company, ownership (to the extent that it vests in the Company) of the design of the goods including any knowhow or data relating thereto and of patents registered designs, copyright or like instruments of privilege originated by the Company in performing such work shall unless otherwise agreed in writing, vest in the Company absolutely.

b. No technical information disclosed to the Company of the Buyer relating to an order will be deemed to be of a confidential or proprietary nature unless the same is the subject of a formal written agreement between the Company and the Buyer to that effect, nor will the Company be restricted in its use of such information in any way whatsoever except by prior written agreement or where such information is employed in the normal operation of patents or like instruments of privilege.

18.

TRADEMARKS

The Buyer agrees not to remove, alter or defect or allow to be removed, altered or defaced any marks, names or numbers affixed to the products and accessories purchased from the Company unless otherwise agreed in writing.

19.

ASSIGNMENT

The Buyer shall not, without the prior written consent of the Company, assign or otherwise dispose of any of its rights or obligations hereunder to any other person, firm or company.

20.

INSOLVENCY

In the event that the Buyer shall commit an act of insolvency or shall commence winding up by reason of insolvency or shall make an arrangement for the benefit of creditors, the Contract may be terminated by the Company in whole or in part by notice in writing to the Buyer.

21.

ARBITRATION

If at any time any question, dispute or difference whatsoever shall arise between the Buyer and the Company upon, in relation to or in connection with the Conditions, either the Buyer or the Company may give to the other in writing of the existence of such question, dispute or difference and the same shall be referred to the arbitration of a person to be mutually agreed upon, or failing agreement within 30 days of receipt of such notice of some person appointed for the time being by the President of the Institution of Electrical Engineers of RSA. The arbitration shall be in accordance with the Arbitration Act, No. 42 of 1965 or any statutory modification thereof for the time being in force.

22.

LEGAL CONSTRUCTION

The Contract shall in all respects be governed and construed according to the laws of the Republic of South Africa and shall be subject to the exclusion jurisdiction of the courts of the Republic of South Africa.