Terms & Conditions

TERMS AND CONDITIONS

1 INTERPRETATION

In this agreement:

1.1. Clause headings are for convenience and shall not be used in its interpretation;

1.2. Unless the context clearly indicates a contrary intention – 1.2.1 an expression which denotes

1.2.1.1 any gender includes the other genders;

1.2.1.2 a natural person includes an artificial person and vice versa;

1.2.1.3 the singular includes the plural and vice versa;

1.2.2 the following expressions shall bear the meanings assigned to them below and cognate expressions bear corresponding meanings;

1.2.2.1 “agreement” – means the Standard Terms;

1.2.2.2 “CPA” – means the Consumer Protection Act 68 of 2008 as amended;

1.2.2.3 “customer” – means “customer as defined in terms of the CPA;

1.2.2.4 “customer” – shall mean any person or persons at whose request or on whose behalf the supplier

undertakes to supply any goods, do any business, or

provide any advice;

1.2.2.5 “goods” – any products of whatsoever nature that are supplied by the supplier to the customer in terms

of this agreement;

1.2.2.6 “supplier” – IVN Solar and Inverter Distributors (Pty) Ltd., Registration number 2022/638970/07;

1.2.2.7 “terms and conditions” – means the Suppliers standard terms and conditions as contained herein,

including terms contained in any of the suppliers

policies and procedures as amended by the supplier

(from time to time), including but not limited to

warranty policies, repair and replacement policies.

2 THESE TERMS AND CONDITIONS TO PREVAIL

2.1. It is recorded that the only basis upon which the supplier is prepared to do business with the customer is that, notwithstanding anything in the customers enquiry, specification, acceptance order or other documentation or any other documentation or discussion/s to the contrary, the terms and conditions shall constitute the sole terms of the agreement between the supplier and the customer and shall operate in respect of any and all business between the customer and the supplier.

2.2. All and any business undertaken, including any advice, or information provided whether gratuitously or not by the supplier to the customer is and shall be deemed to be incorporated in and to be a term and condition of any agreement between the supplier and the customer.

3 NO VARIATIONS

3.1. This agreement constitutes the whole agreement between the customer and the supplier relating to the subject matter hereof.

3.2. No amendment or consensual cancellation of this agreement or any provision or term thereof or of any agreement, bill of exchange or other document issued or executed pursuant to or terms of this agreement and no settlement of any disputes arising under this agreement and no extensions of time, waiver or relaxation or suspension of any of the provisions or terms of this agreement or of any agreement shall be binding unless recorded in a written document signed by the Director or Credit Manager of the supplier. Any such extension, waiver or relaxation or suspension which is so given or made shall be strictly constructed as relating strictly to the matter in respect whereof it was made or given.

3.3. No extension of time or waiver or relaxation of any of the provisions or terms of this agreement or any agreement, bill or exhcnage or any agreement, bill or exchange or any other document issued or executed pursuant to or in terms of this agreement, shall operate as a waiver of the supplier’s and/or the customer’s rights as entrenched in the CPA with regard to enforcement of this agreement.

3.4. The supplier shall not be bound by any express or implied term, representation, warranty (with the exception of the warranties as provided for in the CPA), promise or the like not recorded herein, whether it induced the contract between the supplier and the customer or not.

3.5. No person other than a Director of the supplier has any authority to delete amend or any respect vary any of these conditions or accept any other conditions or agree to a consensual cancellation hereof.

4 QUOTATIONS

4.1. Any quotation given is not an offer by the supplier to sell the goods but constitutes an initiation by the supplier to the customer to do business with the supplier.

4.2. A quotation may be revoked at any time by the supplier. 4.3. The supplier may accept or reject in whole or in part any order placed upon it by the customer pursuant to the quotation. Accordingly, a contract shall only come into force between the supplier and the

customer if after receipt by the supplier of the customer’s order or acceptance of the quotation the supplier supplies, or tenders to supply, the goods in question to the customer.

4.4. Any quotation is based on rates of exchange, freight charges, insurance, costs of labour and materials and other charges ruling at the date of the quotation. In the event of any variation occurring subsequent to the date of the quotation in any of the aforesaid rates and/or charges, as the case may be, the supplier shall prior to delivery furnish the customer with an amended quotation which quotation is to be accepted or rejected, either verbally or in writing by and on behalf of the customer.

5 PLACING OF ORDERS

5.1. If telephone orders are placed by the customer, the supplier may require such orders to be confirmed in writing by the customer, prior to acceptance by the supplier.

5.2. An order may not be withdrawn until accepted or rejected by the supplier. Any such order shall upon acceptance thereof by the supplier be irrevocable by the customer.

5.3. In the event of the agreement being subject to the provisions of the CPA, the customer can cancel or withdraw an order but in such event the supplier will be entitled to charge a reasonable cancellation fee.

5.4. The supplier will not be responsible for any errors or misunderstandings occasioned by the customer’s failure to record not only the details of the order correctly, but also the customer’s failure to clearly notify the supplier at the time of placing the order of its specific requirements regarding each and every item included in the order.

6 PURCHASE PRICE AND PAYMENT

6.1. Orders are accepted by the supplier only on the basis that the prices charged will be those ruling at the date of dispatch of the goods, unless otherwise expressly stated. A copy of the suppliers ruling prices from time to time may be obtained from the supplier by the customer on request.

6.2. Unless otherwise expressly stated, prices are exclusive of value added tax which shall be for the account of the customer. The customer shall pay or reimburse the supplier the amount of any value added tax simultaneously with the purchase price.

6.3. The customer shall be obliged to pay the supplier in addition the contract price herein

6.3.1. the amount of any tax, duty or other charge of any nature whatsoever imposed by any law, regulation or enactment of whatsoever nature which comes into force on a date after the date on which any price charged is determined;

6.3.2. any other additional costs of any nature whatsoever arising due to factors beyond the control of the supplier. In particular, but without limiting the generality of the aforegoing, the supplier shall be entitled to increase the purchase price in respect of any goods supplied in order to make provision for any increases in costs arising as a result of or during the period of any delay caused by the customer.

6.4. Any expense incurred by the supplier at the instance of the customer in modifying or otherwise altering or making additions to the design, quantities or specifications for standard goods, and any expenses arising as a result of suspension of work by the supplier due to instructions given, or a failure to give instruction by the customer, shall be added to the purchase price in respect of the relevant goods.

6.5. The purchase price in respect of any goods sold by the supplier to the customer in terms of this agreement shall be payable

6.5.1. by Electronic Fund Transfer (EFT)

6.5.2. in South African currency without deduction or set-off and free of any exchange, and

6.5.3. goods will only be delivered once full payment for orders is cleared by the supplier’s bank account.

6.6. The purchase price does not include charges for delivery of the goods to the customer’s premises. The supplier shall be entitled to charge the customer for delivery of the goods to the customer’s premises (or third party’s premises as the case may be) at the supplier’s prevailing rates from time to time (as determined by the supplier). The customer shall provide at its cost the necessary labour, equipment or facilities required for offloading of the goods at its premises.

6.7. The customer has no right to withhold payment for any reason whatsoever. The customer will not withhold payment by virtue of any alleged counterclaim against the supplier by the customer.

6.8. The customer hereby agrees that any item handed in for repair may be sold by the supplier to defray the cost of such repairs and the supplier’s usual storage cost, if the item remains uncollected within 30 days of the repair being completed.

7 RISK

The risk of damage to or destruction of any relevant goods, passes to the customer on delivery thereof by the supplier to the customer, frustrated by customer in any manner whatsoever where upon risk of damage and destruction shall pass when the suppliers tenders delivery.

8 REPAIRS

8.1. The supplier will prepare and issue a quotation for the repair of goods, which quotation will be furnished to the customer and on acceptance of the quotation by the customer, the supplier will undertake the repairs in accordance with the quotation.

8.2. The customer is entitled to waive the necessity of a quotation for the repairs, alternatively is able to furnish the supplier with a preauthorisation for the repairs up to a specific maximum amount.

8.3. In the event of a quotation having been prepared by the supplier and the customer not accepting such quotation, the supplier will be entitled to charge a reasonable fee for the cost of preparing the estimate, including the cost of performing any diagnostic work, disassembly or reassembly required to prepare the quotation including any damage or loss of material or parts in the cause of preparing the estimate.

8.4. The supplier shall have the right of retention and lawful lien over the goods submitted for repairs until such time as the customer effects payment for the repairs and/or quotation fee in full.

9 IMPORTED GOODS

Where the goods or any part thereof are to be imported, this agreement is subject to the condition that the supplier’s order is accepted and confirmed by the supplier’s own suppliers and that delivery is made there under in due course.

10 DELIVERY

10.1 Subject to the provisions of the CPA (if applicable), any delivery date indicated by the supplier shall merely be regarded as the estimated date of delivery and shall not bind the supplier to effect delivery on or near such date.

10.2 The customer shall accept delivery whenever it is tendered and shall not be entitled to resile from the agreement not to withhold or defer any payment nor to a reduction in price nor to any other right or remedy against the supplier, its servants, agents, or any other persons for whom it is liable in law (in whose favor this constitutes a stipulation alteri) whether for losses, costs, damages, expenses, interest or otherwise (not limited ejusdem generis) on account of delays in effecting delivery, partial delivery or non-delivery, whether occasioned by any negligent (including grossly negligent) act or omission on the part of the supplier, its servants, agents or any other persons for whom it is liable in law, or not.

10.3 If delivery of any particular order is to be affected in packs, the supplier shall not be obliged to deliver any parts of the order unless any part of the order which has already been delivered has been paid. The supplier is not obliged to accept the return of any goods and this clause shall not be used to imply that the supplier shall be obliged to accept the return of any goods.

10.4. The supplier shall have the right to delivery any portion of the goods sold without delivery or making provision for delivery of all the goods sold, and to invoice the customer therefore and the customer shall accept such goods when tendered.

10.5. If goods are to be delivered by road, the customer shall be obliged to ensure that the delivery destination shall be easily accessible to road transport vehicles. The customer shall be responsible for off-loading the goods at the delivery destination.

10.6. The customer shall be obliged to inspect all goods upon delivery and shall endorse the delivery note as to any missing or damaged goods. No claims for missing or damaged goods shall be valid unless the delivery note has been endorsed as aforesaid and unless, in addition the customer notifies the supplier in writing of the goods of the claim in question and the goods relating to such claim furnishing full details in regard thereto. The customer shall bear the onus of proving that upon delivery, any goods are missing or damaged or that the customer’s order was in any way not complied with.

10.7. If the supplier is unable to deliver the goods to the customer due to any act or omission on the part of the customer, the supplier shall be entitled to charge the customer for the storage of the goods.

10.8. The customer shall be obliged to furnish information necessary to enable delivery of the relevant goods to be effected and if the customer fails or refuses to do so, or if it fails or refuses to take delivery, the goods shall without prejudice to the provisions of clause 10.7, be deemed to have been delivered to the customer upon notification by the supplier to the customer to that effect.

10.9. If the supplier agrees to engage a third party to transport the goods, the supplier is hereby authorized to engage a third party on the customer’s behalf and on the terms deemed fit by the supplier. The customer hereby indemnifies the supplier against any claims that may arise from such agreement against the supplier. The customer shall reimburse the supplier for any costs incurred in arranging special delivery, including but not restricted to, the costs of necessary disbursements and insurance. Any documentation purporting to evidence the said extra costs will be deemed to be prima facie proof thereof.

11 WARRANTIES AND GUARANTEES

11.1. Subject to the provisions of the CPA, no warranties, guarantees or representations, express or implied or tact whether by law, contract or otherwise and whether they induced the contract or not, which are not set forth in this agreement shall be binding on the supplier, the customer irrevocably waived any right (common law or otherwise) it may have to rely thereon. It is the customer’s sole responsibility to ensure that goods supplied by the supplier, is registered or authorized by the specific product’s disclaimer for warranty or guarantee purposes, and the customer waives the right to hold the supplier accountable, in the case failure to register or authorize product as indicated above by the customer.

11.2. To the extent that goods supplied by the supplier are in any way defective, the customer shall be entitled, within the warranty period applicable to such goods to claim the replacement or repair of goods to eliminate any defect in workmanship or materials found to be due exclusively to any acts or omissions on the part of the supplier , in the supplier’s sole opinion (which shall be binding on the customer), provided that the customer notifies the supplier, in writing, of such defect within 7 days after the defect arises.

11.3. In order to be a valid claim, terms of the guarantee as set in clause 11.2, must be in writing, specifying the alleged defect, and supported by the original tax invoice. In addition, the goods must be returned by the customer to the supplier at the customer’s expense, customers dissemble, packaged in their original undamaged packing material. The customer shall take and keep safe a detailed photo record of all installations and are to be freely available to the supplier on whatever medium the supplier request upon. Failure to provide the required installation evidence may result in warranties or guarantees to be null and void. The supplier reserve the right to request any further information that holds history or record of any said installation done by the customer.

11.4. The parties agree that the supplier shall have no ability in respect of any injury, loss or damage (direct, indirect or consequential) arising out of the use of, or inability to use, the goods and whether or not occasioned by the supplier’s negligence (gross or otherwise) or any act or omission on its part. Without limiting the aforegoing the supplier does not warrant that the goods will be fit for the purposes for which they are to be used by the customer (notwithstanding that the use to which the customer intends to put the goods is known to the supplier). For the purposes hereof, any reference to the supplier shall include its servants, agents, or contractors or any person for whose acts or omissions the supplier may be liable in law. This also constitutes a stipulation alteri in favour of such persons the benefits of which may be accepted by them at any time.

11.5. The supplier shall be relieved of all obligations in terms of this clause, if 11.5.1 repairs or modifications have been made by persons other than the supplier, unless such repairs or modifications are made with the prior written consent of the supplier.

11.5.2. any goods are operated with any accessory, equipment or part not specifically supplied or approved in writing by the supplier.

11.5.3. the goods shall not have been operated or maintained in accordance with the supplier’s instruction, or under normal use; the goods shall not have been properly installed.

11.6. If repairs or replacements are affected by the supplier, only the parts actually worked on and not the complete goods shall be subject to a new guarantee, if any, hereunder.

11.7. Customers who acquire goods for the purpose of on-selling these goods, whether that customer is permitted to do so or not (and nothing herein contained shall be deemed to allow that the customer to on-sell goods acquired from the supplier whilst ownership vests in the supplier), shall not advertise or issue or in any other way give or make any warranties, guarantees, or representations as to the goods in any form whatsoever or offer to do so, which could result in liability being imposed upon the supplier.

11.8. Notwithstanding the contents of this clause 11, insofar as any transactions in terms hereof all with the ambit of the CPA, the following provisions shall apply in respect of warranties and guarantees in respect of the goods 11.8.1. Within 6 months after delivery of the goods to the customer,

the customer may return the goods to the supplier, without penalty, if the goods do not satisfy the requirements and standards contemplated in Section 55 of the CPA in which event the supplier may either;

11.8.1.1 repair or replace the failed, unsafe or defective goods; or

11.8.1.2 refund the customer for the price paid by the customer for the goods.

11.8.2. In the event of the supplier repairing any particular goods or component of such goods and within 3 months of that repair, the failure or defect or unsafe features not being remedied or a further failure, defect, or unsafe feature is discovered, the supplier may;

11.8.2.1 replace the goods; or

11.8.2.2 refund the customer the price paid by the customer for the goods.

11.8.3. The aforesaid warranty exists in addition to an express warranty or condition stipulated by the producer or importer as the case may be;

11.8.4. In the event of the supplier providing any new or reconditioned parts installed during any repair or maintenance work and the labour required to install it, such work and parts will be warranted for a period of 3 months after date of installation or such longer period as the supplier may specify in writing.

11.8.5. This warranty is at all times subject to the supplier’s policies containing circumstances where the warranties and/or guarantees are excluded due to, inter alia, goods being misused or abused and does not apply to any ordinary wear and tear in respect of the goods, having regard to the circumstances in which the goods were intended to be ordinarily used. Furthermore, the terms and conditions as contained in any of the suppliers policies and procedures (as amended by the supplier [from time to time]), including but not limited to warranty policies, service procedures, repair and replacement policy and packaging policies shall apply in respect of such warranty and are deemed specifically incorporated herein.

12 HANDLING FEE ON RETURN OF GOODS

Subject to the provisions of the CPA;

12.1 the supplier is not obliged to accept the return of any goods and this clause shall not be used to imply that the supplier shall be obliged to accept the return of any goods, and

12.2 the supplier reserves the right to levy a handling fee of 30% of the purchase price of the relevant goods on such goods returned to and accepted by the supplier, if the return of goods takes place after 14 days from the date of invoice (maximum 30 days).

13 OWNERSHIP

13.1 Ownership of the goods shall not pass to the customer until the purchase price in respect of the goods in question has been paid. The provisions hereof shall apply notwithstanding the installation of such goods on the customer’s premises or accession thereof to any of the customer’s goods or that the goods may be incorporated into or form part of other goods or change their essential character. All goods, whether fixed to immovable property or not, shall be deemed to be severable without injury to either property.

13.2 The customer shall take all such steps as may be necessary to notify interested third parties that ownership of the relevant goods has not passed from the supplier to the customer. In particular the customer shall inform the owner/landlord of the premises in which the goods are or at any time may be, of the provisions of this clause. The customer shall produce written proof of such notices to the supplier on demand.

14 SUBSTITUTE GOODS OR PARTS

14.1 The supplier shall be entitled to substitute for any goods specified in this agreement with such other goods which the supplier in its sole discretion may regards as suitable substitutes therefore on reaching an agreement with the customer.

14.2 The supplier reserves the right to alter specifications without notice. Should conditions render unavailable any materials or goods specified herein or otherwise required in order to fulfill this agreement, a substitution deemed by the supplier to be suitable for the performance of its obligations will be supplied on acceptance by the customer.

15 DOCUMENTATION

Subject to the provisions of the CPA (if applicable), all specifications, descriptive matter, drawings and other documents furnished by the supplier do not form part hereof and may not be relied upon, unless they are agreed in writing by the supplier to form part hereof. All descriptive matter, specifications, drawings, and particulars given by the supplier are approximate only and the supplier cannot be held responsible for loss including consequential loss due to discrepancies therein.

16 INSURANCE

The supplier shall have the option to require the customer, at its own expense, and prior to taking delivery of the goods, to insure the goods and thereafter keep the goods insured until such time as goods have been paid in full. Such insurance shall be taken with such insurers as may be approved by the supplier in writing, for such amount and on such terms as may be approved by the supplier in writing. The insurance policy shall record the interest of both the supplier and the customer. The customer shall, if so required by the supplier, cede to the supplier all rights in terms of such insurance policy. The supplier shall exercise the said option by

giving the customer written notice that it is doing so at any time prior to the delivery of the goods by the supplier to the customer.

17 BREACH

17.1 Subject to clause 18.2, if the customer breaches any of the terms or conditions hereof or any other agreement with the supplier.

17.2 The customer hereby indemnifies the supplier against any and all damage of whatsoever nature, howsoever and by whomsoever caused in relation to the removal of goods, excluding any gross negligence by the supplier, and without derogating from the generality of the aforegoing, the removal of repossessed goods from the premises of the customer or any other premises where the goods may be found.

17.3 The customer hereby agrees that the supplier shall not be required to furnish security in terms of rule 62 of the rules of Court of the Magistrate’s Court.

17.4 The supplier shall have the right to institute any legal action in either the relevant Magistrate’s Court or the Supreme Court at its sole discretion and the customer consents to jurisdiction of the Magistrate’s Court.

18 COSTS

The customer shall be liable for all costs incurred by the supplier in the recovery of any amounts or the enforcement of any rights which it has hereunder, including collection charges and costs on an attorney and own client scale and costs of counsel as on brief whether incurred prior to or during the institution of legal proceedings or If judgement has been granted in connection with the satisfaction or enforcement of such judgement.

19 EXEMPTION AND INDEMNITY

19.1 The customer shall have no claim of any nature whatsoever for damages, a remission of the purchase price, cancellation or otherwise, against the supplier, its servants, agents or others on whose behalf the supplier would be liable, in respect of any loss or damage sustained by the customer of any nature whatsoever or any damage caused to the assets of the customer or assets kept on is premises by any third parties or in regard to the customer’s business or sustained by any of its customers, howsoever caused including the negligent (excluding grossly negligent) acts or omissions of the supplier, its servants, agents or others for whom it may be liable in law. This constitutes also a stipulation alteri in favor of such person the benefits of which may be accepted by them at any time.

19.2 In the event that the customer who acts as supplier to the customer and as such becomes a supplier as defined in the CPA, and such customer does not comply with the provisions of the CPA in any manner whatsoever and the customer proceeds with a claim against the supplier, then the customer indemnifies the supplier to the fullest extent permitted in law against any claims made against the supplier by the customer.

20 CONSEQUENTIAL LOSS

Under no circumstances whatsoever including as a result of its negligent (including grossly negligent) acts or omission or those of its servants, agents or contractors or other persons for whom in law may be liable, shall the supplier be liable for any consequential loss sustained by the customer. This also constitutes a stipulation alteri in favour of such persons the benefits of which may be accepted by them at any time.

21 SEVERABILITY

Each paragraph or clause in this agreement is severable, the one from the other and if any paragraph or clause is found by any competent Court to be defective or unenforceable for any reason whatsoever, the remaining paragraphs or clauses shall be of full force and effect and continue to be of full force and effect.

22 FORCE MAJEURE

Any transaction is subject to cancellation by the supplier due to force majeure from any cause beyond the control of the supplier, including without restricting the generality of a foregoing, inability to secure labour, power, materials or supplies, or by reason of an act of God, war civil disturbances, riot, state of emergency, strike, lockout, or other labour disputes, fire, flood, drought or legislation.