HBC GROUP MAINTENANCE (PTY) LTD. STANDARD TERMS AND CONDITIONS OF SALE
24 Cosmos Road- Primrose – Gauteng – South Africa – 1401 – Tel: 087 151 4936
In these conditions:
“Company” means HBC GROUP MAINTENANCE (Pty) Ltd. “Customer” means the other contracting party;
“Products” means all the goods supplied by the Company under the Contract; “Services” means all the
services supplied by the Company in relation to the products;
“Order” means the order placed by the Customer with the Company with the Company for the Products
and / or services;
“Contract” means an order accepted by the Company (in writing);
“Total Contract Price” means the aggregate price of all the Products and / or Services (excluding
value added taxes) supplied by the Company under the Contract;
“Specification” means the Company’s Specification for the Products;
“FCA” means Free Carrier (……named place) as such expression is defined in INCOTERMS 1990 published
by the International Chamber
All quotations shall be subjected to these conditions and unless otherwise stated or unless
withdrawn by the Company, shall be valid for a period of thirty (15) days from the date of the
quotation. The quotation is not an offer to proceed and the customer is required to place a written
Order with the Company using the same reference as on the quotation.
3. PRECEDENCE OF THESE CONDITIONS
The Customer agrees that the Order fully specifies its requirements for Products and / or Services
and unless agreed to by the Company in writing shall be deemed to be placed subject to these
conditions not withstanding anything to the contrary contained in or referred to on the Order. The
Order shall not be binding on the Company until specifically accepted in writing.
Unless otherwise stated, all prices are strictly net, and are for delivery to site in the mainland
of Republic of South Africa of FCA South African airport/ port for any other destination.
5. PRICE ADJUSTMENT
The Company reserves the right at any time prior to delivery to vary the price quoted for the
Products and / or Services if following the date of the Order there is any change in rates of
exchange, any imposition or alteration of Government tax, any increase in the cost of materials,
labour or transport or if the cost of supplying the Products and/ or services is increased by any
other factor beyond the control of the Company.
6.1 RSA Customers
Unless otherwise agreed, payment is to be made against the Company’s tax invoice and payment shall
be net cash within thirty (30) days of the date of tax invoice for account holders and 50% deposit
for non-account holders.
6.2 Unless otherwise agreed the order must be accompanied by a remittance or advise that an
irrevocable South African Rand Letter of Credit has been established with and confirmed by a major
SA Clearing Bank in favour of the Company. This letter of Credit shall have a validity equal to the
full delivery period of the equipment plus one month and shall provide for part shipment and
trans-shipment with the release of one hundred per cent of the value for each shipment against
presentation of commercial tax invoices, packing list and bill
of landing, or forwarding agent’s receipt or airway bill as evidence of despatch of the equipment.
HBC GROUP MAINTENANCE (PTY) LTD. STANDARD TERMS AND CONDITIONS OF SALE
6.3 Payment of Interest
Any sums not paid on the due date shall be subjected to an interest charge at the rate equal to 4%
above prime overdraft rate of the Standard Bank of South African Limited, per annum compounded
monthly on all amounts overdue until payment thereof such to run from day to day and to accrue
after as well as before any judgement.
7. SET – OFF
In the event that either:
(a) The customer has not paid any sum or sums which are due and payable to the Company; or
(b) The Company has not paid any sum or sums which are due or about to be due and payable to the
customer for any reason; the Company shall have the right at its sole discretion to reduce the
Customer’s indebtedness referred to in sub-clause (a) above by setting of against such indebtedness
any sums due and payable to the Customer by any Group company or reduce the Company’s indebtedness
referred to in sub-clause (b) above by setting-off against such indebtedness any sums due and
payable by the Customer to any Group company.
8. DELIVERY AND RISK
(a) Subject to the following sub-clauses of the clause 8, all risks shall pass to the Customer
(b) Unless otherwise specified, delivery shall be deemed to take place when the products have been
delivered to the Customer’s premises or other specified delivery point in the Republic of South
Africa, to the Customer’s carrier if to be collected or FCA South African airport/ port if for
(c) All dates and times specified to the Customer for delivery and installation of the products or
the provision of services are estimates only and the Company shall not have liability for delay or
for any damage or losses sustained by the Customer as a result of such dates or times not being
met. The Customer shall not be entitled to refuse acceptance of the products or services as a
consequence of such delay.
(d) The Company may in its absolute discretion withhold delivery of the products and/ or supply of
the services pending payment of any sum due from the Customer either to the Company or to any Group
(e) If the Customer does not accept delivery of a consignment of products in accordance with the
i. The Company shall be entitled to claim payment in accordance with clause 6 above for the
Products refused; and
ii. The product refused shall be in all respects at the Customer’s risk; and
iii. The cost of storing the product shall be borne by the Customer; and
iv. If such failure to accept delivery continues for more than ten days, the Company shall have the
right to terminate the Contract pursuant to clause 18 below.
9. DAMAGE OR LOSS IN TRANSIT
The Company will at its discretion either refund the cost or replace or repair free of charge any
Products proved to the Company’s satisfaction to have been lost or damaged in transit up to the
moment of delivery provided that within three (3) days of receipt of the Products in the products
in the case of damage or within ten (10) days of the date of the invoice or advise note or
equivalent notice whether oral or written in the case of loss, the Customer notifies both the
carrier and the Company in writing of the nature and extent of the damage or loss. The Company
accepted no liability for delay in transit. Unless the Products are checked on receipt, the
carriers documentation should be endorsed “unexamined”.
The Customer chooses domicilium citandi et executandi for all purposes under the contract at its
addressed stated in the contract. Any Notice required to be given hereunder shall be sufficiently
given if properly addressed and sent by registered post, facsimile transmission or telex (and if
sent by facsimile transmission or telex, shall be confirmed by an equivalent notice sent by
registered post within 48 hours of the sending of the original notice, or delivered by hand) to in
the case of the Company its registered office and in the case of the Customer its chosen domicilium
address or, failing the giving of such address, its last known address and shall deemed to have
been properly served at the time when in the ordinary course of transmission it would reach its
(a) The Company shall retain title to the Products as legal and equitable owner until it shall have
received all sums due to it from the customer whether under the contract or any other contract
between the parties.
(b) Subject to sub-clause (d) and (e) below, until the customer has paid the total contract price
together with all VAT payable thereon:
i. The Customer shall store the products in a manner which makes them readily identifiable as the
property of the company; and
ii. The relationship of the Customer to the Company shall be fiduciary in respect of the products
and accordingly the Company shall have the right to trace any proceeds of sale.
(c) If any event occurs under clause 18 below which would entitle the Company to terminate any
i. The Customer shall immediately notify the Company of such event; and
ii. Notwithstanding any failure to so notify, all sums due to the Company shall become
immediately payable; and
iii. The Company by its servant or agents may for the purposes of recovery of all or any of the
Products enter upon any premises where they are reasonably thought to be stored and may repossess
(d) The Customer is licenced by the Company to agree to sell the Products, subject to the express
condition that the entire proceeds thereof are held in trust for the Company.
(e) The Customer is licenced by the Company to mix the Products with goods not supplied by the
Company subject to the following express conditions, which shall apply unless and until all sums
due to the Company have been paid;
i. If the products are incorporated in or fixed or attached to or used as material for goods owned
by the Customer to form new goods such goods shall be deemed to be the sole and exclusive property
of the Company ; or
ii. If the products are incorporated in or used as material for goods owned by a third party to
form new goods such goods shall become or shall be deemed to be owned in common with that third
party in proportion to the value of the products to the other goods at the date of such
incorporation to use. The Company’s rights hereunder shall extend to those new goods whether under
sub-clauses (e) (I) or (e) (ii) above and in particular the Customer shall hold any proceeds of
sale of such new goods on trust for the Company.
(a) The Products will be supplied generally in accordance with the specification. The Company’s
policy is one of continuous development and consequently the specification may vary from time to
time. The Company will not accept liability for the products in respect of variations from the
specification except where any variation from the specification is material.
(b) Descriptions and illustrations contained in Company catalogues shall not form part of the
(c) All specifications, drawings and technical descriptions submitted with or in connection with
any quotation or acknowledgement of the Company are the Company’s copyright.
(a) Any products which are found to the Company’s satisfaction to be defective as a result of
faulty design, manufacture or workmanship will at the sole discretion of the manufacturing Company either be
replaced free of charge or repaired free of charge provided that:
i. The Products ( or samples thereof showing the alleged defects) are returned properly packed
carriage paid to the Company’s works in the country of manufacturer, at the Customer’s risk within
12 months from the date of delivery as defined in clause 8 above, and
ii. The Products have not been misused, mishandled, overload, amended, modified and repair in
any way by the Customer, its servants or agents, or used for any purpose other than that for which
they were designed, and
iii. If the products have been manufactured to the Customer’s design the defects are not as a
result of faulty design of the Customer.
(b) Repaired or replaced Products will be returned free of charge to destinations on the mainland
of the Republic of South Africa or delivered FCA South African airport / port for other
(c) If the Customer wishes to return any products, the Customer shall notify the Company thereof
within 14 days of delivery of those Products, failing which the Customer shall not be entitled to
return any of those products to the company and the customer shall not be entitled to return any of
those products to the Company and the customer shall have no further claim against the Company in
respect of those products.
14. CUSTOMER ACKNOWLEDGEMENT
The Customer acknowledges and agrees that
(a) It is responsible for the operation of the Products and should ensure that they are used safely
and that it should use, maintain, store and keep the products in accordance with any instructions,
user handbook or other form of guidance relating to them; and
(b) It would be prudent for the customer to insure against all loss or damage the customer may
suffer as result if the Company’s acts or omissions whether negligent or not on the basis that the
company’s potential liability hereunder might otherwise be disproportionate to the Total contract
(a) The warranty given in clause 13 above is the only warranty given by the Company and otherwise
this clause 15 specifies the entire liability of the Company including liability for negligence and
in particular but without limitation all statutory or other express, implied or collateral terms,
conditions or warranties are excluded.
(b) The Company shall not be under any liability (including liability for negligence for any loss
or damage or injury to the Customer whatsoever, no matter when or how arising, out of the Products
or Services or otherwise, whether direct or indirect, consequential or contingent and whether
foreseeable or not and in particular shall not be liable for financial loss or loss of profits,
contracts, business, anticipated savings, use or goodwill.
(c) The Customer will indemnify the Company against any liability (including liability for
negligence) no matter when or how arising out of any claim by any third party against the Company
together with all legal costs relating thereto except that insofar as the claim relates to direct
physical damage to or loss of property resulting from the negligence of the Company this indemnity
shall only apply if and to the extent that the claim and / or legal costs exceed the sum calculated
pursuant to clause 15 (d) (i) and (ii) below.
(d) Under no circumstances will the Company’s liability, whether in contract or otherwise, exceed
in the aggregate:
i. Where the Total Contract price is R 100,000 or less, the sum of R 50,000;
ii. Where the Total Contract Price exceeds R 100,000, fifty percent of the Total Contract
16. PATENT INDEMNITY
If the Customer is threatened with any action alleging that the products in the form sold infringe
any patent, Copyright Registered Design of the intellectual property rights then provided that the
Customer Promptly informs and fully co-operates with the company and in cases where the company so
requests allows the Company to defend any action on the Customer’s behalf and have the sole control
of any and all negotiations for settlement, then the Company will indemnify the Customer against
any award of damages and cost against the Customer arising from such action. Further, if such event
occurs the Customer agrees that the Company shall have the option at its own expense either:
(a) To modify the Products so that they do not infringe or
(b) To replace the products with non-infringing goods or
(c) To procure for the customer the right for the Customer to continue its use of the products
(d) To repurchase the products from the Customer at the price paid by the customer less
depreciation. The Company shall have no liability in respect of claims for infringement or alleged
infringement of third parties patent or other proprietary rights
arising from the execution of the order in accordance with the Customer’s designs, plans or
specifications and the Customer shall indemnify the Company against all losses, damages, expenses,
costs or other liability arising from such claims.
17. EXCUSABLE EVENTS
The Company shall be under no liability to the Customer for any breach of any provision hereof or
failure on its part to perform any obligation as a result of acts of God, war ( whether declared or
not), sabotage, riot, explosion, Government control, restrictions or prohibitions or any other
Government act or omission whether local or national, fire, accident, earthquake, storm, flood,
epidemic, drought, or other natural catastrophes, inability to obtain equipment, suitable raw
materials, components, fuel, power or transportation, disputes with workmen, strikes or lockouts,
shortage of labour or any cause beyond the control of the Company and the Company will notify the
customer if affected by any cause beyond the control of the Company and the Company will notify the
customer if affected by any of the cause referred to in this sub-clause. In the event that the
company is unable to perform its obligations under the contract by reason of any of the causes
referred to above for a period of six months or more, then either party may at any time after the
expiration of such six month period terminate the contract by written notice.
Cancellation: Buyer may not cancel its order after Seller’s acceptance unless all the details are
approved in writing by the parties, including Buyer’s agreement to pay a stated amount of
Products may not be returned for any reason without prior written authorization and shipping
instructions from seller. Industrial automation and underfloor heating product correctly supplied
will be carry handling fee of 25% of quoted price. Balancing product correctly supplied will carry
handling fees of 50% of quoted price as this product is project specific.
Products shipped without Seller’s authorization may be returned at Buyer’s expense. Credit for any
returned Products is at the discretion of seller after receipt and inspection of the products.
Where applicable the company shall endeavour to obtain an export licence and all other necessary
consents to enable the products to be exported from the Republic of South Africa. In the event that
the Company is unable to obtain any export licence or visas or consents for personnel required to
provide Services outside the Republic of South Africa the company shall not be held liable for its
failure to perform the contract. The customer shall be responsible for obtaining all consents
necessary for the import of the products of the country of its destination.
20. FORWARDING INSTRUCTIONS
Forwarding instructions where required shall be provided by the Customer not later than seven days
after being advised that the Product are ready for despatch. If no forwarding instructions are
received within this period the Company shall have the right thereafter to deliver the product and
to charge the Customer in accordance with clause 6 above.
Where software is incorporated in or forms part of or is supplied with the Products the provision
of software is subject to the Company’s special Software Licence conditions. In the event of
conflict between these conditions and the Special Software Licence Conditions the latter shall take
22. INSTALLATION AND COMMISSIONING
If the Services required by the Customer are special services such as installation, commissioning,
training, development or management services any additional terms of the Company applicable of such
services will apply except that in the event of any conflict these conditions shall prevail.
23. AMENDMENTS OR CANCELLATIONS
Once accepted by the Company no Order can be amended or cancelled except with the Company’s written
approval and upon terms, which indemnify the company against any loss of profit or additional costs
24. ENTIRE AGREEMENT
These conditions supersede all previous conditions, understandings, commitments, agreements or
representations whatsoever whether oral or written relating to the subject matter hereof and shall
not be varied except with the Company’s written consent.
(a) Orders for Supply within the Republic of South Africa
All prices are exclusive of value added Tax which will be shown separately on quotations and
invoices and will be charged at the rate current at the date of invoice.
(b) Orders for supply outside the Republic of South Africa
All prices are exclusive of all taxes, charges or levies of any kind whether payable on the supply
of the products and / or services to destinations outside the Republic of South Africa or
otherwise, and these are payable by the Customer.
26. GOVERNING LAW
These conditions and the Contract shall be governed, construed ad shall take effect in accordance
with the laws of the Republic of South Africa, and shall be subject to the jurisdiction of the
Supreme Court of South Africa.
The Headings in these conditions shall not be deemed to be part hereof or be taken into
consideration in the interpretation or construction hereof or of the Contract.
If any of the words or provisions of these conditions shall be deemed to be invalid for any reason,
then the conditions shall be read as if the invalid provisions had to that extent been deleted
there from any the validity of the remaining provisions of the conditions shall not be affected
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