General Terms and Conditions

I. Validity

  1. All deliveries – also any future ones – will be subject exclusively to these Terms and Conditions.
  2. Deviating and additional terms of the Buyer shall not be binding on us even if not expressly rejected by us.
  3. Deviating and additional terms, alterations and supplementary agreements must be confirmed by us in writing; these shall only be binding for the respective individual contract.

II. Terms of contract

  1. All our offers are without engagement.
  2. The Buyer shall be bound to its purchase order two weeks after receipt at Seller.
  3. The Contract shall only become valid on being confirmed by us in writing by mail or telefax. Orders placed verbally as well as agreements, order amendments and revisions must be confirmed by us in writing to be legally applicable. The receipt of a delivery note or an invoice as well as the delivery itself shall be deemed as confirmation.
  4. Any documents accompanying our offers – such as sketches, drafts, samples etc. – are only approximate and shall not be considered binding unless expressly declared by us in writing. These documents remain our property and we reserve all copyrights; they may not be made available to third parties.
  5. Indications of weights are only non-binding averages, they are always approximate.

III. Prices

  1. If it has been agreed upon list prices, the price lists valid on the delivery day apply.
  2. Our prices are calculated according to material prices, exchange rates, standard wages and benefits as well as freight costs valid on the day of contract conclusion. Should one of these pricing factors increase until the execution of the Contract, we are entitled to adjust the price accordingly.
  3. Our prices are quoted net ex works. They do not include legal VAT unless this is specifically stated. Neither additional charges such as packing, transportation and insurance costs as well as possible installation and assembly costs nor fees for special inspection tests and certificates are included in the prices.

IV. Terms of payment

  1. Payment shall be made in full without any deduction within 30 days from date of invoice if not otherwise stipulated in the quotation and/or acknowledgment and/or invoice.
  2. We reserve the right to execute delivery C.O.D.
  3. We reserve the right to request full payment with order placement.
  4. We reserve the right to accept drafts and cheques; the acceptance is only on account of payment charging all costs and fees and without warranty for timely presentation and protest.
  5. Should the Buyer be in default of payment, we will be entitled – subject to assertion of further claims – to charge interest at 3% per week (commencing on the day of default payment) above the base lending rate (LIBOR).
  6. In case the Buyer defaults on his payments arising from any existing contract for more than 14 days, suspends payments or if there is any considerable deterioration of the financial circumstances of the Buyer, our claims arising from all existing contracts with the Buyer will fall due for immediate payment. Any granted respites or other extensions of payment – also those by acceptance of a draft – will stop. We reserve the right to forbid the resale or the processing of goods that are still our property; on our demand the goods have to be returned immediately. For goods not yet dispatched we will be entitled to require advance payment or security.

V. Delivery, delivery period

  1. 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.
  2. Our duty to deliver shall be suspended for as long as the customer is in arrears with fulfilment of his contractual obligations.
  3. 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

  1. 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.
  2. 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.
  3. The Buyer shall accept delivery of the goods, even with defects, but without any prejudice to his warranty rights according to paragraph IX.

VII. Retention of title

  1. We reserve title to goods delivered by us until payment in full of all our claims which result from our business relationship with the including all subsidiary claims and until such time as any bills of exchange or cheques provided to us have been honoured. In case of a current account the reserved goods shall serve as security for any outstanding balance claim.
  2. All further processing or manufacture of or with the reserved goods by the Buyer shall be done on our behalf without any charge to us and without any obligations being thereby incurred by us. In the event of the reserved goods being used for manufacture or in combination with other goods, we shall acquire co-title to the new item in the same proportion as the value of the reserved goods to the value of the other goods involved at the time of manufacture or combination. The items to which we have co-title constitute reserved goods within the meaning of the provisions in point 1 in paragraph VII. Where as a result of combination the Buyer acquires sole title, he already herewith assigns co-title to us in the same proportion as the value of the reserved goods to the value of the other goods involved at the time of combination. In the aforesaid cases the Buyer shall keep the item to which we have title or co-title, which shall likewise constitute a reserved good within the meaning of the provisions in point 1 in paragraph VII, on our behalf free of charge.
  3. The Buyer already herewith assigns to us in the amount of the value of the reserved goods together with all collateral rights all claims accruing to him from resale of the reserved goods. The same shall also apply accordingly if the reserved goods are incorporated as a major component into the real property of a third party. Where we have co-title to the reserved goods, claims are hereby assigned to us in an amount equivalent to our share in the total value. This advance assignment shall also include any claims to balances on current account.
  4. The Buyer is not permitted to pledge or to assign the reserved goods as security. In case of any pledge as well as seizure or other the Buyer has to inform us without undue delay.
  5. In the case of any delay in payment or impending suspension of payments, enforcement by write or protest of a bill of exchange against the Buyer or failure by the Buyer to fulfil his obligations towards us, we shall have the right to take possession of the reserved goods and the Buyer shall have a duty to release them to us. Assertion of our reservation of title and seizure of the delivery item by us shall not be deemed rescission of the contract. All costs of recovery and realization shall be borne by the Buyer. On our request, the Buyer shall provide us without delay with a list of all claims assigned to us in accordance with the foregoing point 3 in paragraph VII.
  6. We undertake, on request of the Buyer, to release any securities provided to us to the extent that the value of the securities exceeds the value of the secured claims by more than 20%, whereby the
    choice of released securities shall be ours.

VIII. Testing methods/Final inspection

  1. 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.
  2. 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.

IX. Warranty

  1. For defects in the delivered goods we assume liability as follows:
    a) The delivered part will, whichever we at our choice deem fit, be remedied or replaced, if it proves to be unserviceable or its serviceability proves to be significantly impaired due to circumstances occurring before the risk was passed. All replaced parts shall become our property. If repair or replacement is not made within a reasonable period in consideration of our delivery facilities, the Buyer may at our discretion demand either the cancellation of contract (redhibitory action) or a reduction of price (abatement). In respect of major third-party products, our liability shall be limited to assignment of the liability claims to which we are entitled against the supplier of such third-party
    b) Condition for guarantee is, that the Buyer gives written notice of any defect without delay, within 8 days at the latest. The term starts at the point when the Buyer has discovered the defect or could have discovered the defect when inspecting the delivered part carefully. In any case, the Buyer has to give notice of a defect within 8 weeks.
    c) Warranty claims shall become statute-barred after 6 months from the date of passing the risk to the Buyer.
    d) To enable us to make any repairs or replacement deliveries which we deem necessary at our reasonable discretion, the Buyer shall, after consultation with us, allow us the necessary time and opportunity for making any such repairs and replacement deliveries, otherwise we shall be released from our liability for defects. Only if we are in delay in repairing a defect shall the Buyer have the right to repair the defect himself or to have it repaired by a third party with no liability, technical and/or financial, held against the Seller.

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

  1. Place of fulfilment for all deliveries and performances is Boksburg, South Africa.
  2. 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.
  3. 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.
  4. 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