V. Delivery, delivery period
- Delivery dates and delivery periods that have been stated without written commitment shall only be approximate. When a delivery date has been exceeded by 2 weeks, the Buyer may request us, in writing, to deliver within a reasonable period. The period for delivery shall commence on the date of our order acknowledgement, though not before receipt by us of any documents, complete technical specification, approvals, clearances, supply of material to be provided by the Buyer or of any other important condition for the performance of the Contract or of any agreed down-payment; the same applies for the change of delivery dates.
- Our duty to deliver shall be suspended for as long as the customer is in arrears with fulfilment of his contractual obligations.
- In the event of force majeure or unforeseeable circumstances, including but not limited to difficulties in the procurement of materials, breakdowns or interruptions in the production process, interruptions of delivery – also if they occur at sub-suppliers – we shall be released from our performance obligation for the duration of such disruptions as well as an appropriate lead time and to the extent of their impact. This shall also apply even if the difficulties occur during an already existing delay.
VI. Passing of risk, dispatch
- The risk shall pass to the Buyer at the latest on dispatch of the goods from our works. If shipping is delayed for reasons beyond our control, the risk shall pass to the Buyer on notification that the goods are ready for shipment.
- All deliveries, also any return deliveries, shall take place at the risk of the Buyer. In the absence of any Buyer’s instructions, the mode of dispatch, the dispatch type sequence and the packaging shall be chosen in our discretion according to the standard at Buyer’s cost. The consignment will only be insured at Buyer’s disposition and expenses.
- The Buyer shall accept delivery of the goods, even with defects, but without any prejudice to his warranty rights according to paragraph IX.
VIII. Testing methods/Final inspection
- 100% of the purchased products are to be tested according to EN 12266-1 in our works. The manner and the extent of any further tests as well as the issue of test certificates and/or material certificates respectively, have to be clarified in detail on conclusion of the contract at the latest.
- Test certificates according to EN 10204-2 are to be issued without any charge. Test certificates according to EN 10204-3.1 will be charged at our discretion, separately. Any inspection tests requested by the Buyer are to be executed in our works immediately on notification that the goods are ready for inspection. If the Buyer does not participate in time, neither completely nor at all at the inspection, we have the right to dispatch the goods without performing the acceptance inspection or to store the goods at risk and expenses of the Buyer.
XI. Property rights
In case we manufacture goods according to Buyer’s specifications or documents, the Buyer guarantees that trademark rights of third parties will not be infringed; this applies also if we have participated on the design and development or have designed according to Buyer’s specifications. If third parties forbid, under reference to trademark rights, the manufacture and delivery of such goods we will be entitled, without checking the legal situation, to stop any activity and to claim compensation for damages. Furthermore, the Buyer commits to release us immediately from any claims by third parties.
XII. Transferability of rights, set-off, retention/withholding
The Buyer may transfer its rights based on the contract with us, in full or in parts, to third parties only with our prior written approval. Set-off against a counter-claim is only permitted if the counter-claim is uncontested or has become res judicata. The Buyer shall only be entitled to enforce a right of retention against our claims if the right of retention is based on the same contractual relationship as our claims.
XIII. Information and advice
All information on application possibilities of our products, technical advice, data in documents etc. are given to the best of our knowledge, but non-binding and excluding any liability; any information given by us does not release the Buyer from its own testing of our products on the suitability for the intended application.
XIV. Final clauses
- Place of fulfilment for all deliveries and performances is Boksburg, South Africa.
- Court of jurisdiction is Boksburg, South Africa. We shall also be entitled to sue the Buyer before the court having jurisdiction over the Buyer’s place of business.
- All rights and obligations shall exclusively be governed by South African law, unless compulsory legal provisions provide to the contrary. The application of the Consumer Protection Act is excluded.
- Should any of the provisions of these terms and conditions be void or become invalid, this shall have no effect on the validity of the remaining provisions.
AZ-Armaturen South Africa (Pty) Ltd., Boksburg, South Africa, 01.06.2016