1. APPLICABILITY

1.1 For purposes of these conditions –

• “Delivery Point” means the place where the Goods must be delivered in terms of a Purchase Order. Subject to any contrary terms in a Purchase Order, all orders are placed CPT 13 Insimbi St, Industria, Middelburg, 1050, South Africa as defined in incoterms 2010 published by the International Chamber of Commerce.
• “ENPROTEC” means Environmental and Process Technologies Proprietary Limited, Registration Number 2006/014057/07, a company incorporated in accordance with the laws of South Africa, trading as “ENPROTEC”, with its principal place of business at Building 10, Highgrove Office Park, 50 Tegel Avenue, Centurion, including any of its holding, subsidiary or affiliate companies.
• “Purchaser” means ENPROTEC.
• “Goods” means the goods purchased by ENPROTEC, including ancillary services as may be described in the Purchase Order.
• “Price” means the total price shown on the Order for the Goods.
• “Purchase Order” means the Purchaser’s written instruction, or a document identified as purchase order submitted by ENPROTEC for the Goods.
• “Supplier” means the person or entity to named as the supplier in the Purchase Order.

1.2 These conditions of purchase applies to all Purchase Orders placed by ENPROTEC on any Supplier for the purchase, manufacture, assembly, installation and/or commissioning of Goods. No amendment, deletion, addition, alteration or supplementation of these conditions are binding on ENPROTEC except to the extent expressly accepted by ENPROTEC in writing.

1.3 These conditions override any terms stipulated, incorporated or referred to by the Supplier in any quotation, proposal, invoice, order confirmation or other document, unless expressly agreed to the contrary in writing by ENPROTEC.

1.4 Failure to return an acknowledgment of the Purchase Order in writing as specified on the face hereof shall result in a delay in payment to the Supplier.

1.5 Any unsigned documentation, such as illustrations, provided by ENPROTEC do not form part of the Purchase Order and are estimates only unless expressly stipulated to the contrary in a Purchase Order. Ownership in and to such documentation remain vested in ENPROTEC and must be returned to ENPROTEC on demand.

2. PRICE

2.1 Unless expressly stipulated to the contrary in the Purchase Order –

• 2.2.1 the Price includes –
• 2.2.1.1 all taxes, including without limitation value added tax, duties, levies and surcharges of whatsoever nature;
• 2.2.1.2 packaging, delivery, freight and off-loading charges;
• 2.2.1.3 the cost of insurance; and
• 2.2.1.4 the cost of any performance-, advance payment- or retention guarantees.
• 2.2.2 the Price is fixed and firm and not subject to variation, unless by prior written amendment signed by both parties.

3. DELIVERY

3.1 The Supplier must give ENPROTEC prior notice of delivery of the Goods as specified in the Purchase Order, and if no notice period is stipulated at least 24 hours prior to delivery.

3.2 Unless expressly agreed to by ENPROTEC all deliveries must be made on a business day during normal business hours prevailing at Delivery Point. The Supplier is responsible for off-loading of the Goods at the Supplier’s risk and expense.

3.3 All Goods must be delivered as specified in the Purchase Order. If a date for delivery is specified, the Goods must be delivered on or before the specified date. Should no date be specified, the Purchase Order must be executed promptly and within a commercially acceptable time.

3.4 If delivery is delayed due to circumstances reasonably beyond the Supplier’s control, the Supplier must notify ENPROTEC of any anticipated delay, within three days from becoming aware of the delay. The Supplier may within a further seven days apply in writing to ENPROTEC with substantiated reasons for the delivery date to be extended, failing which the Supplier shall be deemed to have waived any claim consequent to the delay. If the delivery date in the Purchase Order is not met due to any act or omission of the Supplier or its subcontractors, ENPROTEC may at its option claim delay damages as provided for in the Purchase Order (if any) alternatively, ENPROTEC may claim the actual loss sustained by ENPROTEC as a result of the Supplier’s failure to deliver the Goods by the specified date for delivery.

3.5 Goods will be accepted at the Delivery Point only as regards number and condition of packages notwithstanding any receipt that may have been given. The Goods shall remain subject to rejection if not in accordance with the terms of the Purchase Order. Rejected Goods will be held at the risk of the Supplier, who before such Goods are released, shall refund any advance payment made to the Supplier for such Goods and all charges incurred by ENPROTEC in respect thereof.

4. INVOICING AND PAYMENT

4.1 The Supplier must provide tax compliant invoices to ENPROTEC citing the Purchase Order Number and supplying proof of delivery at the Delivery Point and any other documents which may be stipulated in the Purchase Order in respect of the Goods or Services for which an invoice is submitted. The Supplier must submit invoices at the stages indicated in the Purchase Order. If no payment stages are specified in the Purchase Order, the Supplier may submit its invoice for payment only after delivery of all the Goods ordered at the Delivery Point.

4.2 Invoices must be emailed to the relevant person requesting the Goods or Services as well as [email protected] on or before the 25th day of a month. Payment will be made on the terms set forth in the Purchase Order. If no payment terms are stated in the Purchase Order, undisputed compliant invoices submitted on or before the 25th day of a month shall be paid on the last day of the month following the month in which the Supplier submitted the invoice.

4.3 If ENPROTEC disputes any part of the invoice, it shall be entitled to withhold such payment until the dispute is resolved but shall affect payment of the undisputed portion.

4.4 Payment by ENPROTEC does not constitute acceptance of the Goods or Services or an acknowledgment that the Goods or Services are free of any defects. No warranty or other right of ENPROTEC will be deemed to be waived or relaxed merely as a result of payment having been made in respect of any Goods.

4.5 If the Purchase Order requires the Supplier to provide any proof of insurance, or any advance payment-, performance- or retention guarantees, ENPROTEC is entitled to withhold payment until such proof and guarantees as may be applicable have been delivered to ENPROTEC.

5. SET-OFF

ENPROTEC is entitled to deduct any amount due to it by the Supplier, howsoever arising, from any amount due to the Supplier in terms of the Purchase Order.

6. PERMITS

The Supplier shall at its cost obtain all necessary permits and pay all duties as may be required by any competent authority in connection with the sale and delivery of the Goods.

7. DRAWINGS AND SPECIFICATIONS

All documents, drawings, samples, designs, specifications, and instructions supplied by ENPROTEC to the Supplier shall remain the property of ENPROTEC. The Supplier shall not use or copy the same except to the extent necessary to enable the Supplier to execute the Purchase Order. The Supplier undertakes to keep the contents of such items confidential and not to allow any third party access thereto without ENPROTEC’s prior written consent.

8. DISCREPANCIES IN DOCUMENTATION

Should there be any discrepancy in descriptions, dimensions, or quantities in the Purchase Order and any other specification or document relating to the Purchase Order, the Supplier shall refer such discrepancy to ENPROTEC for clarification before executing the Purchase Order or the part thereof in respect of which the discrepancy exists. If the Supplier fails to request ENPROTEC’s clarification in respect of such discrepancy, any resultant costs shall be for the Supplier’s account.

9. SUBCONTRACTORS

9.1 The Supplier shall not cede or assign any of the Supplier’s rights and obligations without ENPROTEC’s prior written consent.

9.2 The Supplier shall not sub-contract the whole of the Purchase Order. The Supplier shall only appoint a subcontractor with ENPROTEC’s prior written consent, in which event the Supplier shall ensure that the subcontractor complies fully with these terms and conditions. Notwithstanding ENPROTEC’s consent, the Supplier shall nevertheless remain fully responsible for the acts and omissions of its subcontractor.

9.3 ENPROTEC may, in its sole and absolute discretion, pay the Supplier or any subcontractor who executed any portion of the order, provided that payment to a subcontractor shall not exceed the value of actual Goods or services supplied by the subcontractor.

9.4 Nothing in this clause shall be construed as placing an obligation on ENPROTEC to pay any subcontractor of the Supplier, who shall remain solely liable to its subcontractors.

10. TESTS

Should ENPROTEC require any tests to be conducted to prove the performance level of the Goods, or for any other purpose, the Supplier shall arrange and conduct such tests at its expense and shall ensure that ENPROTEC is given the right to attend and be present throughout such tests.

11. INSPECTION AND EXPEDITING

All work performed in connection with the Purchase Order is subject to inspection and expediting by ENPROTEC’s representatives during manufacture, assembly, installation, commissioning, and/or upon completion of the work executed under the Purchase Order.

12. MARKING

All documents, cases, crates, packages, or containers must be clearly marked or labeled as stipulated in the Purchase Order, or failing any express labeling instruction, shall be marked with the order number.

13. OWNERSHIP AND RISK

13.1 Ownership in and to any Goods shall vest in ENPROTEC upon delivery in terms of the Purchase Order, or when the first payment is made in respect thereof, whichever is earlier.

13.2 The risk of any loss or damage to the Goods shall vest in the Supplier until full and complete delivery and ENPROTEC’s acceptance of the Goods.

14. WARRANTIES

14.1 The Supplier guarantees that the Goods will be free of defects in equipment, material, and workmanship, and that they will be fit for the intended use thereof. The Supplier shall remedy any defects in the Goods at its own cost when called upon to do so by ENPROTEC, for a period of eighteen months from the date of delivery of the Goods at the Delivery Point, or twelve months after the Goods have been put to use, whichever period is sooner, or for such longer period as may be specified in the Purchase Order.

14.2 Should it become necessary to replace or repair defective parts of the Goods, the replaced or repaired Goods shall likewise be subject to a twelve-month guarantee period (or such longer period specified in the Purchase Order), from the date of delivery of replacement or repair of the defective part(s) of the Goods.

14.3 The Supplier shall respond promptly to any reports concerning defects in the Goods. If the Supplier fails to take immediate effective steps to rectify the defect, ENPROTEC shall have the right to proceed to repair or replace the defective Goods at the cost and risk of the Supplier.

14.4 ENPROTEC is entitled to cede and assign any warranty in and to the Goods to any end-user to whom ENPROTEC may supply the Goods.

15. WAIVER OF LIENS

The Supplier waives and abandons all present and future liens and rights of retention in respect of the Goods and shall ensure that all subcontractors execute similar waivers. The Supplier indemnifies and holds ENPROTEC harmless against all costs, damages, claims, losses, and expenses incurred as a result of any breach of this provision.

16. GOVERNING LAWS

The rights and obligations of ENPROTEC and the Supplier in terms of the Purchase Order shall be governed by the laws of the Republic of South Africa.

17. VARIATION

No amendment or variation of the Purchase Order including these conditions of purchase shall have any force and effect unless recorded in writing and signed on behalf of ENPROTEC by an authorised signatory.

18. NON-WAIVER

No indulgence or relaxation of any condition in the Purchase Order (including these conditions) shall be construed as a waiver of ENPROTEC’s rights, and no such indulgence shall subsequently preclude ENPROTEC from enforcing its rights in terms of the Purchase Order.

19. LEGAL COSTS

The Supplier shall pay all legal costs, as between attorney and own client, incurred by ENPROTEC if ENPROTEC is required to appoint attorneys to enforce its rights in terms of the Purchase Order.

20. CESSION AND ASSIGNMENT

ENPROTEC is entitled to cede and assign its rights and obligations in terms of the Purchase Order to any entity within the ENPROTEC group of companies and to the end-user of the goods without obtaining the consent of the Supplier.

21. CANCELLATION

ENPROTEC may at any time suspend or cancel part of or all the Purchase Order. Should ENPROTEC suspend work or cancel the Purchase Order, the Supplier shall be entitled to payment of such of the Price for the work properly completed prior to the effective date of the cancellation, provided that the cancellation is not due to any breach by the Supplier. No additional compensation shall be payable to the Supplier.

22. BREACH

If the Supplier breaches any obligation owed by it in terms of the Purchase Order, ENPROTEC may forthwith suspend payment to the Supplier, cancel the Purchase Order, and claim such damages as it may suffer as a result of the Supplier’s breach, without prejudice to any other rights of ENPROTEC, from the Supplier.