GENERAL TERMS & CONDITIONS OF SALE & DELIVERY
1. GENERAL
The following terms and conditions apply to all contracts entered into by Sat-Com (Pty) Ltd for the supply of goods and services, whether or not arising from Sat-Com (Pty) Ltd verbal or written quotations or other. Different Terms and Conditions of the Customer will only be binding if expressly acknowledged in writing by Sat-Com (Pty) Ltd.
If any of these General Terms and Conditions is held invalid in whole or in part, the parties shall add in lieu thereof a new agreement as similar in legal and economic effect as possible.
Offers (in particular as found in price lists, brochures, the internet etc.) are not binding.
All agreements and legally relevant declarations by the contracting parties are valid only if made in writing. In the event of conflict between contractual provisions agreed in writing and these Terms and Conditions, the contractual provisions shall prevail.
2. DEFINITIONS
In these Conditions the following words shall have meaning assigned to them:
2.1 ''Contract'' includes any quotation, tender, agreement or buyer's order, irrespective of whether any of the afore going are written or oral;
2.2 ''Delivery'' shall mean:
a. In the case of delivery ex Sat-Com (Pty) Ltd stores, against signature by the buyer of Sat-Com (Pty) Ltd delivery note.
b. In case of delivery F.O.R., against the issue of either Rail / Road Consignment Note stamped by the Namibian Transport Services, accompanied by a packing list or detailed delivery note.
c. A parcel post receipt or other proof of postal dispatch stamped by the Namibian postal authorities and accompanied by a packing list or a detailed delivery report.
d. An airway bill stamped by air carrier, accompanied by a packing list or a detailed delivery report.
e. In the case of delivery F.O.B. any Namibian port, against the issue of an original Bill of Landing accompanied by a packing list or a detailed delivery note.
f. In the case of delivery Buyer's port of delivery ex any Namibia port, against the issue of an original Bill of Landing endorsed. '' Freight paid'' and accompanied by proof of insurance cover to port of destination.
2.3 ''Customer” includes, but is not limited to, the buyer, the buyers, subcontractor, carrier, representative, employee or agent.
3. EXECUTION OF CONTRACT
Any contract is conditional upon Sat-Com (Pty) Ltd obtaining any required import permits, authority and/or currency facilities from the relevant authorities and Sat-Com (Pty) Ltd being satisfied with the financial ability of the buyer. The contract shall be executed upon written acknowledgement by Sat-Com (Pty) Ltd that Sat-Com (Pty) Ltd accepts the order and/or upon issuance of the invoice.
Deviations from the order in the order acceptance or invoice shall become an integral part of the contract unless disputed in writing by the customer within five business days of receipt of the order acceptance. The right to correct simple invoicing errors is reserved.
Orders placed with Sat-Com (Pty) Ltd may not be cancelled in part or whole by the buyer, except with written
consent of Sat-Com(Pty)Ltd in the event of the buyer cancelling any order placed, it acknowledges and agrees that it shall be liable to pay to Sat-Com(Pty) Ltd 20% of the price reflected on this Agreement as ore-estimated liquidated damages and/or rouwkoop being the agreed loss of profits which Sat-Com (Pty) Ltd would suffer as a result of such cancellation.
In placing any order with Sat-Com (Pty) Ltd, the Customer acknowledges and agrees that such order incorporates acceptance by the buyer of all the conditions contained herein.
No variation of any of the conditions contained herein, or any cancellation thereof, shall be valid unless agreed by Sat-Com (Pty) Ltd in writing and then only under the signature of the Director/ Chief Executive Officer/ Chief Operations Officer/ General Manager.
4. SCOPE OF GOODS AND SERVICES
Sat-Com (Pty) Ltd goods and services to be supplied shall be stated clearly in the order acceptance and /or invoice Sat-Com (Pty) Ltd is entitled to engage subcontractors.
5. PRICING
In the absence of arrangements to the contrary, all prices are understood as net, in currency quoted or Namibian Dollar, with no deductions of any kind.
Shipping and packing costs and costs of implementing special customer requirements shall be at the Customer's expense and may be invoiced separately. The Customer shall be liable for any taxes (including value added tax and other sales taxes), duties, tariffs and/or charges applicable in any country (whether directly or indirectly) in relation to the import, export and/or sale of Sat-Com (Pty) Ltd.’s goods and services.
In the event of changes in pricing due to unforeseen circumstances between the conclusion of the contract and delivery (in particular currency fluctuations and supplier prices), Sat-Com (Pty) Ltd shall be entitled to adjust the prices accordingly.
All prices and charges quoted relate only to the goods detailed in this contract
6. TERM OF DELIVERY
The term of delivery specified in the order confirmation or invoice shall apply and shall commence upon conclusion of the contract. Each customer requesting partial delivery is to be considered as a separate contract for purposes of payment.
The term of delivery shall be extended commensurately if:
• Sat-Com (Pty) Ltd does not receive all information required for performance of the contract in good time or if the Customer subsequently alters their requirements and thereby causes a delay in delivery;
• Hindrances arise which Sat-Com (Pty) Ltd cannot overcome despite application of due care, regardless of whether such hindrances arise at Sat-Com (Pty) Ltd at the Customer or at a third party.
• Hindrance arises due to Force majeure
In the event of late delivery the Customer shall have no right to indemnity or additional performance by Sat-Com (Pty) Ltd. The Customer shall not have the right to withdraw from the contract.
If Sat-Com (Pty) Ltd is unable to deliver on time or at all, due to events beyond its control occurring at Sat-Com (Pty) Ltd or its suppliers, Sat-Com (Pty) Ltd shall have the right to withdraw from the contract in whole or part. In particular, Sat-Com (Pty) Ltd reserves the right to affect partial deliveries.
7. PASSAGE OF BENEFIT AND RISK
Benefit and risk shall pass to the Customer no later than the arrival of the shipment at the agreed place of delivery.
If dispatch is delayed at the Customer's request or for other reasons not attributable to Sat-Com (Pty) Ltd, risk shall pass to the Customer at the time originally specified for delivery. From this moment on, the shipments shall be stored at the Customer's expense and risk
8. DISPATCH, TRANSPORT, INSTALLATION AND INSURANCE
Any insurance against losses of any kind shall be the responsibility of the Customer from the moment of passage of risk.
Sat-Com (Pty) Ltd must be informed in a timely manner of any special requirements concerning dispatch and transport. Any additional costs may be invoiced separately to the Customer.
9. INSPECTION AND ACCEPTANCE OF SHIPMENTS
The Customer shall inspect shipments within seven business days of receipt and shall notify Sat-Com (Pty) Ltd in writing of any defects within this term. The goods are considered accepted after the elapse of this term
Sat-Com (Pty) Ltd shall, at its discretion, remedy any defects of which it is notified pursuant to section 9 and which Sat-Com (Pty) Ltd acknowledges or which are clearly attributable to Sat-Com (Pty) Ltd, or replace the defective goods.
The Customer shall have no rights or claims arising from defects of any kind in shipments other than those expressly stated in sections 9 and 10.
Should the buyer refuse or be unable to accept any complete or partial delivery when tendered, Sat-Com (Pty) Ltd shall be entitled to claim payment of the full contract price forthwith, if executing of Sat-Com (Pty) Ltd performance is delayed or cancelled by fault of the customer, the customer will be liable for any resulting expenses, losses and damage incurred or suffered by Sat-Com (Pty) Ltd.
10. WARRANTY, LIABILITY FOR DEFECTS
The warranty period shall commence upon arrival of the shipment at the point of destination. Reagents are warranted until their respective expiry dates. No new warranty period is given for replaced or repaired goods or components thereof.
The warranty given by Sat-Com (Pty) Ltd is limited to the agreed materials and/or Services provided.
The Customer's claim shall be limited to replacement of the defective goods and Sat-Com (Pty) Ltd shall not be liable for any consequential losses or indirect losses including loss of income and any additional activities of the customer.
In the event that a product liability claim is lodged against Sat-Com (Pty) Ltd by a third party in respect of a defect not attributable to Sat-Com (Pty) Ltd, the Customer shall indemnify Sat-Com (Pty) Ltd for all costs incurred thereby.
Notwithstanding anything to the contrary herein contained, Sat-Com (Pty) Ltd shall not under any circumstances be liable for any damages or loss, whether direct or indirect or consequential or otherwise, from whatsoever cause arising out of this Agreement or any other contract or any delict or any negligent act or omission by or on behalf of Sat-Com (Pty) Ltd or any of its agents or employees.
Sat-Com (Pty) Ltd warranty will be limited to supply of replacement goods or parts thereof and labour free of
charge, or to the refund of the cost of the defective goods or parts at Sat-Com (Pty) Ltd discretion, of any goods or parts found to be faulty during the warranty period, being twelve months from date of dispatch, due to faulty design material or workmanship.
Sat-Com (Pty) Ltd can accept no liability for damage to goods caused by inadequate storage tempering by parties unauthorized by Sat-Com (Pty) Ltd, negligence of the Customer or their use in applications for which they are not recommended.
Sat-Com (Pty) Ltd reserves the right to make any reasonable changes to the design and form of any goods ordered provided however that the rated performance, quality and specification of such goods remain unaffected.
Sat-Com (Pty) Ltd accepts no liability for printing errors or mistypes
11. CONFIDENTIALITY
Information supplied by Sat-Com (Pty) Ltd to the Customer for purposes of contract performance may not be used for other purposes of the Customer nor disclosed to third parties.
Sat-Com (Pty) Ltd shall likewise not disclose the Customer's confidential information and trade secrets to third parties.
12. TERMS OF PAYMENT
Unless otherwise specified by Sat-Com (Pty) Ltd in writing, payment is to be effected within 30 (thirty) days from the date of Sat-Com (Pty) Ltd invoice to the Customer. All charges shall be paid to Sat-Com (Pty)Ltd in full without any deduction or retention whatsoever and notwithstanding any counter claim or complaint/s which the Customer might have or claim to have. Interest shall be charged on all overdue amounts of 2% above the prime overdraft bank rate charges by Sat-Com (Pty) Ltd bankers on all overdue amounts.
In the event that the Customer becomes insolvent, Sat-Com (Pty) Ltd will cancel the contract with immediate effect.
Should the Customer fail to effect payment of any monies due, owing and payable in terms of this contract, the full amount then owing shall immediately become due, and Sat-Com (Pty) Ltd shall be entitled, in its sole and absolute discretion, to demand payment as to cash on delivery for any further deliveries in terms of this or any other contract concluded between it and the Customer.
13. RESERVATION OF TITLE
All goods sold shall remain the property of Sat-Com (Pty) Ltd until the terms of the contract are fulfilled and all payment obligations are discharged.
Without prejudice to any of its rights in terms of the law, Sat-Com (Pty) Ltd reserves the right to repossess goods in the event of the Customer failing to make any payments on due date or at all.
14. APPLICABLE LAW AND PLACE OF JURISDICTION
The contract is subject to the laws of the Republic of Namibia.
This Agreement shall be governed and constituted in accordance with the laws in force in the Republic of Namibia.