HYDROMINE™ Projects & Marketing (Pty) Ltd General Terms & Conditions Of Sale

1. The Customer agrees that (a) this Agreement represents the entire Agreement between the Customer and HYDROMINE™ Projects and Marketing (Pty) Ltd (hereinafter called HYDROMINE™ Projects and Marketing (Pty) Ltd and that no alterations or additions to this Agreement may be effected unless agreed to by both parties, reduced to writing and signed by the Customer and a duly authorised representative of HYDROMINE™ Projects and Marketing (Pty) Ltd ; (b) this Agreement will govern all future contractual relationships between the parties; (c) this Agreement is applicable to all existing debts between the parties; (d) this Agreement is final and binding and is not subject to any suspensive or dissolutive conditions; (e) any conflicting conditions stipulated by the Customer are expressly excluded; (f) these terms supersede all previous conditions of agreement without prejudice to any securities or guarantees held by HYDROMINE™ Projects and Marketing (Pty) Ltd and (g) these terms apply to all servants and subcontractors of HYDROMINE™ Projects and Marketing (Pty) Ltd.

2. This Agreement only becomes final and binding on receipt of the acceptance of any order by HYDROMINE™ Projects and Marketing (Pty) Ltd at its business address in Johannesburg.

3. The signatory hereby binds himself / herself in his / her personal capacity as co- principle debtor jointly and severally for the full amount due to HYDROMINE™ Projects and Marketing (Pty) Ltd and agrees that these Standard Conditions will apply in the exact same way to him / her.

4. The Customer acknowledges that it does not rely on any representations made by HYDROMINE™ Projects and Marketing (Pty) Ltd in regard to the goods and services or any of its qualities leading up to this Agreement other than those contained in this Agreement. All specifications, price lists, performance figures, advertisements, brochures and other technical data furnished by HYDROMINE™ Projects and Marketing (Pty) Ltd in respect of the goods or services orally or in writing will not form part of the Agreement in any way unless agreed to in writing by HYDROMINE™ Projects and Marketing (Pty) Ltd.

5.1 The Customer agrees that neither HYDROMINE™ Projects and Marketing (Pty) Ltd nor any of its employees will be liable for any negligent or innocent misrepresentations made to the Customer.
5.2 It is the sole responsibility of the Customer to determine that the goods or services ordered are suitable for the purposes of intended use.
5.3 The Customer agrees to pay all costs resulting from any acts or omissions of the Customer including suspension of work, modification of requirements, failure or delay in giving particular requisite to enable work to proceed on schedule or requirements that work be completed earlier than agreed.
5.4 HYDROMINE™ Projects and Marketing (Pty) Ltd reserves the right at its sole discretion to provide alternative goods at the prevailing prices to those ordered by the Customer should such goods be superseded, replaced or its manufacture terminated.

6.1 All quotations will remain valid for a period of 30 days from the date of the quotation
or until the date of issue of a new Price List, whichever occurs first.
6.2 All quotations are subject to the availability of the goods or services and subject to correction of good faith errors by HYDROMINE™ Projects and Marketing (Pty) Ltd and the prices quoted are subject to any increases in the cost price, including currency fluctuations, of HYDROMINE™ Projects and Marketing (Pty) Ltd before acceptance of the order.
6.3 If the Customer disputes the amount of increase, the amount of the increase may be certified by any independent auditor and such certificate shall be final and binding on the Customer.
6.4 The Customer hereby confirms that the goods or services on the Tax Invoice issued duly represent the goods or services ordered by the Customer at the prices agreed to by the Customer and, where delivery / performance has already taken place, that the goods or services were inspected and that the Customer is satisfied that these conform in all respects to the quality and quantity ordered and are free from any defects.
6.5 Notwithstanding the provisions of section 1 above, all orders or agreed variations to orders, whether oral or in writing, shall be binding and subject to these standard conditions of agreement and may not be cancelled.
6.6 HYDROMINE™ Projects and Marketing (Pty) Ltd shall be entitled in its sole discretion to split the delivery / performance of the goods or services ordered in the quantities and on the dates it decides.
6.7 HYDROMINE™ Projects and Marketing (Pty) Ltd shall be entitled to invoice each delivery / performance actually made separately.
6.8 Any delivery note or waybill or job card (copy or original) signed by the Customer or a third party engaged to transport the goods and held by HYDROMINE™ Projects and Marketing (Pty) Ltd shall be conclusive proof that delivery was made to the Customer.
6.9 The risk of damage to, destruction or theft of goods shall pass to the Customer on acceptance of any order placed in terms of this Agreement and the Customer undertakes to comprehensively insure the goods until paid for in full. Should HYDROMINE™ Projects and Marketing (Pty) Ltd have insurance in place (which it is not obliged to do) it may recover insurance premiums from the Customer for such uninsured goods.
6.10 Delivery, installation and performance times quoted are merely estimates and are not binding on HYDROMINE™ Projects and Marketing (Pty) Ltd. Time shall not be of the essence in respect of delivery or installation.
6.11 If HYDROMINE™ Projects and Marketing (Pty) Ltd agrees to engage a third party to transport the goods, HYDROMINE™ Projects and Marketing (Pty) Ltd is hereby authorised to engage a third party on the Customer's behalf and on the terms deemed fit by HYDROMINE™ Projects and Marketing (Pty) Ltd.
6.12 The Customer indemnifies HYDROMINE™ Projects and Marketing (Pty) Ltd against any claims that may arise from such agreement in clause 6.11 against HYDROMINE™ Projects and Marketing (Pty) Ltd.
6.13 Repair times and repair costs given are merely estimates and are not binding on HYDROMINE™ Projects and Marketing (Pty) Ltd.
6.14 Any item handed in for repair may be sold by HYDROMINE™ Projects and Marketing (Pty) Ltd to defray the cost of such repairs if the item remains uncollected within 30 days of the repairs being completed.
6.15 All goods taken on an evaluation or approval basis by the Customer are deemed sold if not returned within 30 days of issue in the original condition, in the original packaging and with all accessories and manuals intact.
6.16 The Customer acknowledges all copyrights and shall not duplicate copyrighted material and that each infringement attempt shall immediately render the full prevailing price payable to HYDROMINE™ Projects and Marketing (Pty) Ltd.
6.17 The Customer shall indemnify HYDROMINE™ Projects and Marketing (Pty) Ltd against any claims, costs and expenses arising out of the infringement of copyright, patent, trademark or design supplied by the Customer.

7.1 New goods are guaranteed according to the Manufacturer's product specific warranties only and all other guarantees including common law guarantees are hereby specifically excluded.
Services are guaranteed for a period of 6 months only against faulty workmanship.
7.2 Liability under Clause 7.1 is restricted to the cost of repair or replacement of faulty goods or services or granting of a credit at the sole discretion of HYDROMINE™ Projects and Marketing (Pty) Ltd.
7.3 No claim under this Agreement shall arise unless the Customer has, within 3 days of the alleged breach or defect occurring, given HYDROMINE™ Projects and Marketing (Pty) Ltd 30 days written notice by prepaid registered post to rectify any defect or breach of Agreement.
7.4 To be valid, claims must be supported by the original Tax Invoice.
7.5 The Customer shall return any defective moveable goods to the premises of HYDROMINE™ Projects and Marketing (Pty) Ltd at the Customer's own cost and packed in the original or suitable packaging. All risks for the duration of repair remain with the Customer.
7.6 All guarantees are immediately null, and void should any goods be tampered with, or should the seals on goods be broken by anyone other than HYDROMINE™ Projects and Marketing (Pty) Ltd, or should the goods be operated or stored outside the Manufacturer's specifications.
7.7 Any item delivered to HYDROMINE™ Projects and Marketing (Pty) Ltd shall serve as a pledge in favour of HYDROMINE™ Projects and Marketing (Pty) Ltd for present and past debts and HYDROMINE™ Projects and Marketing (Pty) Ltd shall be entitled to retain or realise such pledges as it deems expedient at the value as determined in 15.1. The sworn or realised value of pledged goods will be offset against the Customer's debts and any excess balance will be paid to the Customer.

8.1 Under no circumstances shall HYDROMINE™ Projects and Marketing (Pty) Ltd be liable for any consequential damages or for any delictual liability of any nature whatsoever.
8.2 Under no circumstances shall HYDROMINE™ Projects and Marketing (Pty) Ltd be liable for any damage arising from any misuse, abuse or neglect of the goods or services.

9. Delivery of the goods or services to the Customer shall take place at the place of business of HYDROMINE™ Projects and Marketing (Pty) Ltd.

10.1 The Customer agrees that the amount contained in a Tax Invoice issued by HYDROMINE™ Projects and Marketing (Pty) Ltd shall be due unconditionally (a) cash on order; or (b) if the Customer is a Credit Approved Customer, within 30 days from the end of the month in which a Tax Invoice has been issued by HYDROMINE™ Projects and Marketing (Pty) Ltd, or (c) otherwise agreed in writing.
10.2 The Customer agrees to pay the amount on the Tax Invoice via EFT to the bank account nominated by HYDROMINE™ Projects and Marketing (Pty) Ltd.

11.1 The Customer has no right to withhold payment for any reason whatsoever and agrees that no extension of payment of any nature shall be extended to the Customer and any such extension will not be applicable or enforceable unless agreed to by HYDROMINE™ Projects and Marketing (Pty) Ltd, reduced to writing and signed by the Customer and a duly authorised representative of HYDROMINE™ Projects and Marketing (Pty) Ltd.
11.2 The Customer is not entitled to set off any amount due to the Customer by HYDROMINE™ Projects and Marketing (Pty) Ltd against this debt.
11.3 All discounts shall be forfeited if payment in full is not made on the due date.

12.1 The Customer agrees that the amount due and payable to HYDROMINE™ Projects and Marketing (Pty) Ltd may be determined and proven by a certificate issued and signed by any director or manager or member or partner. Such certificate shall be binding and shall be prima facie proof of the indebtedness of the Customer.
12.2 Any printout of computer evidence tendered by any party shall be admissible evidence and no party shall object to the admissibility of such evidence purely on grounds that such evidence is computer evidence or that the requirements of the Computer Evidence Act have not been met.

13.1 The Customer agrees that interest shall be payable at the maximum legal interest rate prescribed in terms of Law on any moneys past due date to HYDROMINE™ Projects and Marketing (Pty) Ltd and that interest shall be calculated daily and compounded monthly from the date of acceptance of the order.
13.2 The Customer expressly agrees that no debt owed to HYDROMINE™ Projects and Marketing (Pty) Ltd by the Customer shall become prescribed before the passing of a period of 3 years from the date the debt falls due.

14.1 The Customer agrees that if an account is not settled in full (a) against order; or (b) within the period agreed in clause 10.1 above in the case of a Credit Approved Customer; HYDROMINE™ Projects and Marketing (Pty) Ltd is: (i) entitled to immediately institute action against the Customer at the sole expense of the Customer; or (ii) to cancel the agreement and take possession of any goods delivered to the Customer and claim damages. These remedies are without prejudice to any other right HYDROMINE™ Projects and Marketing (Pty) Ltd may be entitled to in terms of this agreement or in law. HYDROMINE™ Projects and Marketing (Pty) Ltd reserves its right to stop supply immediately on cancellation or on non-payment.
14.2 A Credit Approved Customer will forthwith lose this approval when payment is not made according to the conditions of 10.1(b) and all amounts then outstanding shall immediately become due and payable.

15.1 In the event of cancellation, the Customer shall be liable to pay (a) the difference between the selling price and the value of the goods at the time of repossession and (b) all other costs incurred in the repossession of the goods. The value of repossessed or retained pledged goods shall be deemed to be the value placed on them by any sworn valuator after such repossession, and such valuation shall be conclusive proof of the value. If the goods are not recovered for any reason whatsoever, the value shall be deemed to be nil.
15.2 The Customer irrevocably authorises HYDROMINE™ Projects and Marketing (Pty) Ltd to enter its premises to repossess any goods delivered and indemnifies HYDROMINE™ Projects and Marketing (Pty) Ltd completely against any damage whatsoever relating to the removal of repossessed goods.
15.3 In the event of cancellation HYDROMINE™ Projects and Marketing (Pty) Ltd is entitled not to produce any unmade balance of a contract and to recover any loss sustained thereby from the Customer.

16.1 All goods supplied by HYDROMINE™ Projects and Marketing (Pty) Ltd remain the property of HYDROMINE™ Projects and Marketing (Pty) Ltd until such goods have been fully paid for whether such goods are attached to other property or not.
16.2 The Customer is not entitled to sell or dispose of any goods unpaid for without the prior written consent of HYDROMINE™ Projects and Marketing (Pty) Ltd. The Customer shall not allow the goods to become encumbered in any manner prior to the full payment thereof and shall advise third parties of the rights of HYDROMINE™ Projects and Marketing (Pty) Ltd in the goods.
16.3 If any goods supplied to the Customer are of a generic nature and have become the property of the Customer by operation of law (confusio or commixtio) the Customer shall be obliged on notice of cancellation of the agreement to retransfer the same quantity of goods in ownership to HYDROMINE™ Projects and Marketing (Pty) Ltd.
16.4 The Customer agrees to accept any quantity that does not exceed or fall short of the quantity ordered by no more than 5% as good and complete performance and may request HYDROMINE™ Projects and Marketing (Pty) Ltd to pay only the proportionate contract price for the actual quantity dispatched which request will not be unreasonably withheld.

17.1 The Customer shall be liable to HYDROMINE™ Projects and Marketing (Pty) Ltd for all legal expenses on the attorney-and-own client scale of an attorney and counsel incurred by HYDROMINE™ Projects and Marketing (Pty) Ltd in the event of (a) any default by the Customer or (b) any litigation in regard to the validity and enforceability of this agreement. The Customer shall also be liable for any tracing, collection or valuation fees incurred as well as for any costs, including stamp duties for any form of security that HYDROMINE™ Projects and Marketing (Pty) Ltd may demand.

18. The Customer agrees that no indulgence whatsoever by HYDROMINE™ Projects and Marketing (Pty) Ltd will affect the terms of this agreement or any of the rights of HYDROMINE™ Projects and Marketing (Pty) Ltd and such indulgence shall not constitute a waiver by HYDROMINE™ Projects and Marketing (Pty) Ltd in respect of any of its rights herein. Under no circumstances will HYDROMINE™ Projects and Marketing (Pty) Ltd be stopped from exercising any of its rights in terms of this Agreement.

19. The Customer hereby consents that HYDROMINE™ Projects and Marketing (Pty) Ltd shall have the right to institute any legal action in either the Magistrate's Court or the High Court at its sole discretion.

20.1 Any document shall be deemed duly presented to and accepted by the Customer (i) within 3 days of prepaid registered mail to any of the Customer's business or postal addresses or to the personal address of any director, member or owner of the Customer; or (ii) within 24 hours of being emailed to any of the Customer's email address or any director, member's or owner's email address; or (iii) on being delivered by hand to the Customer or any director, member or owner of the Customer; or (iv) within 48 hours if sent by overnight courier;
20.2 The Customer chooses its registered address for service of all legal documents, notices and process.
20.3 The Customer undertakes to inform HYDROMINE™ Projects and Marketing (Pty) Ltd in writing within 7 days of any change of Director, Member, Shareholder, Owner or Partner or address or 14 days prior to selling or alienating the Customer's business and failure to do so will constitute a material breach of this agreement. Upon receipt of such written notification, HYDROMINE™ Projects and Marketing (Pty) Ltd reserves the right, at its sole discretion, to withdraw any credit facility advanced to the Customer.
20.4 The Customer hereby consents to the storage and use by HYDROMINE™ Projects and Marketing (Pty) Ltd of the personal information that it has provided to HYDROMINE™ Projects and Marketing (Pty) Ltd for establishing its credit rating and to HYDROMINE™ Projects and Marketing (Pty) Ltd disclosing such information to credit control companies, banks and other institutions involved in rating credit. The Customer agrees that HYDROMINE™ Projects and Marketing (Pty) Ltd will not be held liable for the good faith disclosure of any of this information to such a third party and that no further specific consent need to be obtained for the transfer of such information to a specific third party.
20.5 The Customer hereby consents that HYDROMINE™ Projects and Marketing (Pty) Ltd can provide personal information of the Customer to third parties, if the Customer has indicated HYDROMINE™ Projects and Marketing (Pty) Ltd as a trade reference to third parties and the Customer agrees that HYDROMINE™ Projects and Marketing (Pty) Ltd will not be liable for the good faith disclosure of any of this information to such third parties.
20.6 The Customer hereby agrees that the credit facility is a variable credit facility and that HYDROMINE™ Projects and Marketing (Pty) Ltd shall be entitled to increase its credit limit from time to time.

21. The Customer agrees to the Standard Rates of HYDROMINE™ Projects and Marketing (Pty) Ltd for any labour or services rendered, which rates may be obtained on request.

22. The invalidity of any part of this Agreement shall not affect the validity of any other part.

23. Any order is subject to cancellation by HYDROMINE™ Projects and Marketing (Pty) Ltd due to Acts of God from any cause beyond the control of HYDROMINE™ Projects and Marketing (Pty) Ltd, including (without restricting this clause to these instances): inability to secure labour, power, electricity, materials or supplies, or by reason of a worldwide event, war, civil disturbance, riot, state of emergency, strike, lockout, pandemic or other labour disputes, fire, flood, drought or legislation.

24. Any order is subject to cancellation by HYDROMINE™ Projects and Marketing (Pty) Ltd if the Customer breaches any term of this Agreement or makes any attempt of compromise, liquidation, sequestration, termination or judgement is recorded against the Customer or any of its principals.

25. The Customer agrees that HYDROMINE™ Projects and Marketing (Pty) Ltd will be immediately and irrevocably released from any contractual damages and penalty obligations should any event in clause 23 or 24 occur.

26. This Agreement and its interpretation is subject to South African law and the Customer consents to the exclusive jurisdiction of the South African Courts referred to in 19.