1. DEFINITIONS
   • “the Company” means Macrotec (Pty) Ltd, as well as any affiliated companies, successors-in-title, subsidiaries, trading divisions and assigns;
   • “Contract” means a contract concluded between the Customer and the Company for the supply of Goods and/or rendering of Services by the Company to the Customer;
   • “the Customer” means the party indicated in the credit application form and/or the Customer of the Goods supplied or the recipient of the Services rendered by the Company;
   • “Affiliates” means, in relation to the Company or the Customer, the entities that form part of a group structure comprising of subsidiaries, fellow subsidiaries and/or holding companies and any entity that is managed or controlled by any of the aforesaid entities;
   • “Goods” means the Goods supplied by the Company to the Customer;
   • “Services” means the Services rendered by the Company to the Customer;
   • “Specifications” means any one or more of technical specifications, designs, measurements, instructions, itemised details, plans, drawings and programs that have been expressly accepted by the Company in wiring in respect of a Contract or

2. THIS AGREEMENT
   • This Agreement shall govern the supply of Goods and the rendering of Services by the Company and, where applicable, by the Company’s Affiliates to the Customer and shall take precedence over any terms and conditions which may be contained in any of the Customer’s documentation, including its purchase orders and will govern all transactions between the Company, its Affiliates and the If there is a conflict between this Agreement and any of the terms and conditions contained in a Contract or the Company’s or its Affiliates’ other documentation, the provisions of this Agreement will prevail.
   • The Company’s acceptance of the Customer’s purchase order is expressly conditional upon the Customer agreeing to the provisions of this When the Customer places a purchase order with the Company, the Customer will be deemed to have accepted the provisions of this Agreement, and the corresponding quotation.
   • Should the Company so require, the Customer shall provide the Company with such security as the Company in its sole discretion may

3. CREDIT FACILITIES
   • The Customer acknowledges that the granting of credit facilities to it is at the sole discretion of the
   • The Company reserves the right to suspend or withdraw the Customer’s credit facilities at any time if the Customer is in default under this Agreement, a Contract or any other agreement concluded with the Company or any of its
   • The Company reserves the right, to be exercised at its discretion, to reduce or increase the credit limit under the credit facilities granted to the

• If the Customer exceeds its credit limit, the Company reserves the right to suspend all further deliveries of Goods or the rendering of Services until such time as the Customer brings its account within its allocated credit
• Whatever credit limit is granted to the Customer, shall not be deemed to be a limit of the Customer’s indebtedness to the
• Should the Company permit any credit limit to be exceeded, the liability of any surety or validity of any cession of debtors will not be limited to such credit

4. ORDERS
   • The Customer’s order shall constitute an irrevocable offer to purchase the Goods or contract the Services in question from the Company and shall be capable of acceptance by the Company expressly by issuing a written acceptance of order, impliedly or by the Company’s conduct.
   • The Customer shall bear the risk of any errors of misunderstandings arising from oral
   • No variation or withdrawal of an order made by the Customer shall be valid unless the Company specifically confirms such variation or withdrawal of the order in writing to the Customer.
   • 4If the Company, at its sole discretion, accepts the cancellation of an order, it reserves the right to charge the Customer for all the cots it has incurred up to the date of the cancellation at its prevailing

5. PRICES
   • Unless the Company provides the Customer with a written quotation, which the Customer accepts within the period for which the quotation is valid, the price of the Company’s Goods and/or Services will be the Company’s official list price/rates at the date of delivery of the Goods or the date of the rendering of the
   • The Company reserves its right to vary any quoted price by adding thereto the increased costs to it of any Goods or Services resulting from any adverse fluctuation in the rate of exchange, or increase in surcharge, government duty, freight or any other costs of importation, or increase in the costs of material, transport, labour or insurance between the date of quotation and the date of delivery of the Goods or rendering of the Services or for any change in the scope of supply subsequent to The rate of exchange is stated on the quote, with the % of quote subject to exchange rate fluctuations, and the quote will be adjusted to take into account the actual rate of exchange for the equipment.
   • Unless otherwise stipulated in the Contract, delivery shall be “ex the Company’s works” and the price shall exclude packaging, freight and insurance during

6. PAYMENT
   • Where a credit facility has been granted by the Company to the Client:
     • The Customer shall effect payment to the Company on or before the last working day of the following month in which the Goods were delivered or the Services supplied (30 days from Statement). No discounts may be claimed or taken unless the Company has agreed to such discount in writing and the

Customer has effected payment within the payment period allowed for such discount.

• The Company reserves the right to request a deposit, grant a credit facility with a deposit upon placement of an order, or to request a deposit on a special order or on non-standard

• Where no credit facility has been granted by the Company to the Client:
  • The Customer shall effect 50% payment to the Company on placement of the order, and 50% on the date factory No discounts may be claimed or taken.
  • On any order that includes transport or installation, the Customer shall effect 50% payment to the Company on placement of the order, and 50% on the date completion, for the amounts listed as Transport or Installation on the Quotation.
  • On projects longer than 60 days a progress payment will be due after 45
• The Customer carries any risk associated with or arising from the method or manner elected to effect payment to the The Customer shall only be regarded as having effected payment to the Company once the payment has been received in the Company’s bank account and cleared by its bankers.
• If any payments due to the Company are subject to withholding tax, the Customer shall pay the Company an additional amount so that the Company receives full payment that it’s due to
• Unless otherwise expressly agreed in writing, all payments are to be in South African
• The Customer shall not be entitled, for any cause whatsoever, to withhold, deduct from or defer any amount due by it to the All payments shall be free of exchange and set off.
• The Customer shall not be entitled to withhold or deduct any amount as retention.
• The Company may appropriate payments from the Customer to any such outstanding amounts as it deems
• The Company reserves the right to levy interest on all overdue amounts at 4% (four percent) above the then current commercial bank prime overdraft rate as quoted by its banker from time to
• The Customer must notify the Company of any error in any invoice and/or statement submitted to it by the Company within 14 (fourteen) days from the date of the invoice and/or statement concerned, failing which the invoice and/or statement will be deemed to be free of any

7. DELIVERY OF GOODS AND COMPLETION OF SERVICES
   • The date of delivery of the Goods will be deemed to be the date when the Goods are delivered to the Customer’s nominated delivery address or the date on which the Company notifies the Customer that the Goods are available for is Any third party who collects the goods from the Company will be deemed to be the Customer’s agent. The Company may effect delivery in one or more instalments and each instalment shall be treated as a separate transaction.
   • The date of completion of the Services will be deemed to be the date on which the Goods to which the Services related are ready to be used and a certificate issued by the Company’s engineer/project manager or their assistant shall be prima facie proof of this The Customer undertakes to grant the Company or its subcontractors access to the site/s where the Services are to be rendered and neither the Company nor its subcontractors shall be liable for any loss and/or damage caused to any person and/or property as a result of the entry and/or activities of the Company or its subcontractors in the rendering of Services.
   • The Customer warrants that the signatory to any tax invoice, delivery note or any other documentation of the Company made out in the name of the Customer is duly authorised to bind the Customer in relation to the transaction and shallconstitute prima facie proof of the proper delivery of the Goods or rendering of the Services to the Customer.
   • Time shall not be of the essence in respect of any Contracts. The Customer shall not be entitled to cancel any order or Contract by reason of any delay and the Company shall not be liable for any damages for failure to timeously effect delivery of the Goods or to complete the Services by a specific date or time for any

8. DISCREPANCIES
   • Unless the Customer notifies the Company in writing within 7 (seven) days of the date of delivery that the Goods delivered are defective, short delivered, damaged or not in accordance with the order, the Company shall not be liable for any of the aforesaid discrepancies, provided that the Customer’s notification shall have no probative value.
   • Once the Company has satisfied itself of the validity of the Customer’s complaint, the Company will determine, at its absolute discretion, the manner in which it resolves such

9. SPECIFICATIONS
   • The Company’s obligations are to supply the Goods per the Customer’s
   • If any Goods or Services are to be supplied in accordance with Specifications furnished by the Customer, the Customer shall not have any claim of any nature whatsoever against the Company for any loss or damage sustained by the Customer or any third party as a result of any error, discrepancy or defect in those Specifications or if the goods in question are not suitable for the purpose for which they are required, whether that purpose was known to the Company or

10. VARIATIONS
    • The Company shall supply the Goods and/or render the Services strictly in accordance with the terms of the Contract.
    • In addition to clause 5 (PRICES) above, should the Customer require variations to the Goods, including the quantities thereof, or the Services or should the Company be hindered, delayed or prevented from supplying the Goods or rendering the Services or be exposed to extra costs due to extensions or omissions from any order/Contract, deviations from the Specifications, late, defective or non-receipt of information or by any other act, default or omission by or on behalf of the Customer ,the Company shall be entitled to an appropriate variation to the price relating to the Goods or Services in question or any other obligation of the Company.

11. RISK & OWNERSHIP
    • Risk in the Goods will pass to the Customer on the date of delivery but ownership in the Goods shall remain vested in the Customer until the full purchase price for such Goods is paid to the
    • If the Customer delays or fails to accept delivery of the Goods in any manner, the risk in such Goods shall pass to the Customer as soon as the Company attempts to deliver same to the Customer, or as soon as the Company notifies the Customer that the goods are ready for collection.
    • While any amount is owed by the Customer to the Company in respect of any Goods, the Customer shall be obliged to keep the Goods concerned free of any lien, hypothec, encumbrance and/or attachment and shall ensure that the Goods do not accede to any property, whether movable or
    • The Customer shall take all such steps as may be necessary to notify interested third parties and inform the owner/landlord of the premises at which the Goods are kept of the Company’s ownership of such
    • The Customer shall fully insure the Goods against loss or damage until it has paid the full purchase price to the All benefits in terms of such insurance policy shall be ceded to the Company.
    • The Company is entitled to enter the Customer’s premises during working hours to remove the Goods supplied to the Customer should the latter fail to effect payment therefor without Court