terms and conditions Terms and Conditions 1. GENERALAll quotations issued and contracts entered into by Irritech are subject to these conditions, unless specifically varied in writing. Conditions of Sale stipulated on the Customer's Contract Order form when accepting any quotation of Irritech shall not annul, modify or vary any of our Conditions of Sale or be additional thereto unless expressly agreed to by us when acknowledging such order. 2. QUOTATIONSa. Any quotation given by Irritech, unless specifically varied in writing shall remain valid for a period of (30) thirty days from date of quotation.b. Every quotation of Irritech is by way of invitation to treat and will only become binding on Irritech on its written acceptance. 3. WARRANTIES AND GUARANTEESa. Irritech shall not be liable for any warranty, condition, representation or agreement not contained in these Conditions of Sale or in the quotation or acceptance documents referred to above.b. Performance data mentioned in the quotation is only indicative and only those figures which are specifically stated as guaranteed are warranted.c. Irritech will not in any way be responsible for any consequential loss that may result from failure, fault or lateness in delivery or performance or from any defective design, workmanship or material or from negligence, industrial dispute, accident, breakdown or any other cause.d. Irritech 's liability, if any, shall be limited to the cost of labour and parts for rectification by Irritech (whether by replacement, repair, alteration or otherwise) of those parts which were manufactured by Irritech and within three months from the date of delivery prove defective provided that such defect has resulted from proper use and maintenance.e. The guarantee does not extend to normal wear and tear or faults arising from careless operation or maintenance, failure to comply with Irritech's operating instructions, unskilled or faulty installation, start-up or maintenance other than by Irritech, overloading, insufficient lubrication, low voltage, or any other similar cause.f. The Customer will only be entitled to such benefits, if any, as Irritech may receive under any guarantee or warranty that may be given to Irritech by sub-contractors of Irritech for parts not manufactured by Irritech. 4. PRICE BASISa. The price is based on current manufacturers' or suppliers' prices but EXCLUDES: freight, insurance, taxes, importing charges, demurrage, and customs duties. In the event that excessive delays in delivery and installation are encountered by reason of the Customer's delay, then any fluctuation between the date of quotation and the time or times of shipment shall be for the Customer's account. b. All prices, unless otherwise stated, are on the basis of "available for collection" ex Irritech's stores in Lusaka, Johannesburg or Pietermaritzburg, and free of any taxes, excise or duties that may be applied retrospectively by any authority whatsoever, and which Irritech could not reasonably have been expected to know of, at time of quotation. 5. INCLUSIONS AND EXCLUSIONSNormally INCLUDED in Irritech Pricing (if applicable to the project): - • Transport & delivery of material to site: In the case of PROJECTS, and notwithstanding clause 5 above (which applies to the goods themselves): Note that this is normally included as a separate line item, and stated or included at cost. It is important to clarify this in the case of Projects.• Initial pegging out of buried pipe line routes, pivot centre points & pump position• Use of formers for concrete pivot centres (must be arranged in advance)• Reinforcing steel & foundation bolts for pivot centres• Erection of pivots (specialist sub-contractors may be utilized, in which case advance notice of names, contact numbers & references etc. will be given)• Mechanical fitting up of quoted pumps, suction & delivery pipe work• Supply, only, of electric pump starter panels where quoted for• Commissioning of pumps and centre pivots• Limited demonstration & advice on correct equipment operation Normally EXCLUDED from Irritech Pricing (if applicable to the project): - • Labour for off-loading of material on site, (4 to 6 strong labourers required.) Notice of arrival date & time should be given in advance.• Tractor & long trailer with fuel & operator to ferry material into positions inaccessible to freight transport vehicles. (This is usually arranged & coordinated with the Customer well in advance of delivery)• Temporary accommodation for sub-contractors and/or their staff/labour may be requested by agreement with the Customer, in advance to keep Customer's costs minimized• All Civil works, e.g.:o Earthworks, trenching, back filling, compaction, pipe & cable layingo Concrete works: supply or construction. e.g. sand, stone, cement & building materials, pump houses & bases, pivot centre pads, thrust blocks, valve boxes, etc.) • Power supply & distribution components & cables, e.g. Transformers, Distribution Boards, related cables, (unless itemized in quotation)• Electrical contracting work requiring wireman's license (please use your local qualified electrician)• Training & instruction on correct use of equipment & materials. Most specialised equipment should be provided with an owners/operation manual, with which it is the Customer's responsibility to familiarize him/herself and employees or operators. 6. TERMS OF PAYMENTTerms of payment may vary depending on whether the purchase is in respect of an entire scheme, or parts, or any other pertinent factor, and should be clarified and agreed upon with the sales engineer at time of order, but in the absence of any such agreement the following terms will apply: On parts and spares:• Invoice in full on delivery/collection.On schemes:• A deposit will be invoiced on order, (50% of the value of the quotation)• A progress invoice on delivery to site of the bulk goods, (40% of the value of the quotation)• Final invoice on commissioning (10% of the value of the quotation) And in respect of all of the above, payment is due on presentation of invoice in all cases except where the Customer has completed a Credit Application Form, and has been granted credit by Irritech, in which case invoices are payable 30 days from date of invoice, save that any deposits remain payable on invoice. Variation to these terms may be as otherwise agreed to and recorded in writing. For third party finance, written bank security, or confirmation of full availability of finance from the relevant financial institution is required prior to dispatch of goods. In other words ALL bank requirements for finance must be met before goods are dispatched. All new accounts are subject to completion of an Irritech Credit Application Form, (available on request), and successful credit check, processing of which may take up to one calendar month. No orders will be accepted unless in writing, dated and signed by the Customer, which order serves as acknowledgment of full understanding of quantities, type, quality and use of said goods by the Customer. 7. DELIVERYa. Unless otherwise stated in the contract the agreed due date for delivery shall be calculated from the date of the written acceptance by Irritech, or receipt of the applicable deposit, as shall be described in the contract order.b. Materials are normally available within 3 weeks of written acceptance. However availability is subject to prior sales & supplier stocks. Installation time depends on project size and complexity, as well as availability of contractors. Please ask for confirmation on your project at time of orderc. Irritech will endeavour to deliver, and erect, if applicable, within any time specified but no consequential liability shall arise for failure by Irritech to deliver within such time nor shall the Customer have any right to cancel or rescind the contract after the event, 203because of late delivery. This is not of the essence. d. Irritech shall not be responsible for delays in delivery due to Act of God, Inclement weather, Breakdown of Machinery, Strikes, Labour Disputes, War, Riot, Civil Commotion, Delays in Manufacturer's or Transportation Carriers, Accidents, Regulations or Orders of any Government, or to any other causes whatsoever beyond the control of Irritech . Neither shall Irritech be liable for demurrage charges resulting from delays as a result of non-compliant clearing details, or tardiness on the part of the client's clearing agent, or change of clearing agent, or any other reason beyond the direct control of Irritech 8. OWNERSHIPa. The risk and responsibility for all goods sold shall be deemed to pass to the Customer upon Irritech parting with possession to the Customer, that is, upon offloading at the Customer's delivery premises, or, in the event that the Customer collects goods, upon departure from Irritech's premises, and the goods shall thereafter be at risk and expense of the Customer.b. Notwithstanding the provisions above, the goods supplied by Irritech under this Contract are sold on the suspensive condition that until payment has been made to Irritech in full the ownership of the goods shall not pass to the Customer but shall remain vested exclusively in Irritech. Pending payment in full price as aforesaid, the Customer shall not under any circumstances be entitled to sell, alienate, pledge or encumber the said goods nor render or suffer the same to be subject to any lien in favour of the Customer's landlord or any other person or any right of retention. 9. ON SITE INSTALLATIONWhere Irritech specifically has agreed to install, set up or start machinery for the Customer:a. The Customer will have the site area cleared and available and will, if required, provide water, electricity, fuel and other essential services prior to the arrival of Irritech's employees or contractors.b. If delays are encountered through no fault of Irritech, all extra costs involved will be borne by the Customer. 10. DRAWINGS, SPECIFICATIONS, etca. Dimensions, details and statements as to capacity, power or performance, specified or contained in any manufacturers' or supplier's drawings, quotations, catalogues, specifications, etc. Though based on wide experience and carefully given, are not intended as a contractual obligation unless this is specifically stated in the quotation of Irritech, and accordingly the Customer shall have no right of cancellation nor any claim whatsoever against Irritech arising there from.b. Quotations, drawings and descriptive matters supplied by Irritech remain Irritech's property and are copyright and are to be treated as confidential and are returnable to Irritech on request. These must not be communicated to any third party without Irritech's written consent.c. Illustrations, drawings, catalogues, capacities, weights, measurements, performance data and other particulars given are to be taken as approximate only. They are not warranted. Deviations there from shall not invalidate the contract or confer any right of cancellation or recession on the Customer or be made the basis of any claim of any nature against Irritech.d. Unless otherwise agreed, Irritech reserves the right to change construction or design or to substitute items of equal or better performance if in Irritech's sole discretion such change is to benefit of both parties and in accordance with the spirit of the contract. 11. PERMITS AND LICENCESThe Contract is concluded subject to any necessary import and/or export license being made available within a reasonable time after the acceptance of the tender or contract. Irritech will use reasonable endeavours to procure such permit and/or license and the Customer shall, on request by Irritech, sign all such application forms or other documents and will furnish all such particulars as may be required for such purpose. Should any import permit and /or export license be necessary the obtaining thereof constitutes a suspensive condition. Irritech shall incur no liability to the Customer under any circumstances should a necessary import permit and/or export licence not be obtained within a reasonable time. 12. SHORTAGESNo claims by the Customer for shortages will be entertained by Irritech unless an opportunity is given to Irritech of verifying same within 10 days of receipt of goods by the Customer. 13. RETURN OF GOODSGoods returned without Irritech's consent will not be accepted for credit. Irritech is not obliged in any way to consent to such returns, nor refund monies for goods returned without its express consent. Any returns accepted will be at the sole discretion of Irritech and will be subject to a handling fee of up to 15%, the final amount of which will be at the sole discretion of Irritech. 14. CLERICAL ERRORSAll contract errors deemed by Irritech to be clerical or typographical errors or omissions shall be subject to correction by Irritech, provided that the Customer is entitled to proper and timely notification thereof. 15. LEGAL CONSTRUCTIONThis contract shall in all respects be construed and operate as a South African Contract, and in conformity with South African Law. The quotation of Irritech together with these conditions, and any contract order that may exist, constitutes the sole agreement between Irritech and the Customer. All tacit or implied terms are excluded whether arising from contract or by law. The Customer shall not be entitled to rely upon any term, condition, warranty or representation unless it is contained in same quotation, these conditions, or the contract order, the Customer acknowledging that neither Irritech nor anyone on its behalf has made any representations not contained in the aforementioned documents or these conditions. This quotation and these conditions supersede all prior negotiations, representations and undertakings. The Customer waives and abandons any right to rely upon any such prior matters.No amendment or addition to or variation or consensual cancellation of any contract between the Customer and Irritech or any provision or term thereof, and no extension of time, waiver or relaxation of any of the provisions or terms of the quotation, terms of sale, or contract order is binding on Irritech unless recorded in a written document signed by Irritech. Any such extension, waiver or relaxation which is so given or made shall be construed as relating strictly to the matter in respect whereof it was made or given.No extension of time or waiver or relaxation granted by Irritech shall operate as an estoppel against Irritech in respect of its rights nor shall it operate so as to preclude Irritech thereafter from exercising its rights strictly in accordance with the terms of its quotation and these conditions. Furthermore, the parties hereby consent to the jurisdiction of the magistrate's court in respect of all litigation arising out of this agreement.