CEB WANANCHI TECHNOLOGIES (PTY) Ltd ('CEB WANANCHI') sale of Products and Services are governed by these CEB WANANCHI Terms and Conditions of Sale.
1. DEFINITIONS
a) "Delivery" means standard CEB WANANCHI delivery to and arrival at the receiving area at the "Delivery Location" address where Customer's order is placed, unless otherwise indicated on the quotation.
b) "Exhibits" means attachments that describe or otherwise apply to the sale of Products or Services.
c) "Products" means all hardware, software, documentation, accessories, equipment supplies, parts and upgrades that are determined by CEB WANANCHI to be available from CEB WANANCHI upon receipt of Customer's order. "Custom Products" means products modified, integrated, designed or manufactured to meet Customer specific requirements.
d) "Services" means hardware installation, maintenance and repair; software installation, updates and maintenance; training; and other standard Services provided by CEB WANANCHI. "Custom Services" means any agreed non-standard Services, including consulting and custom project services.
2. PRICES
a) Prices include Delivery charges, unless otherwise indicated on the quotation, and are valid for the period indicated on the quotation or for the applicable purchase agreement ordering period, whichever expires first.
b) CEB WANANCHI billing will include value added tax (VAT) and Customer will pay, applicable sales value added taxes, unless Customer has provided CEB WANANCHI with an appropriate exemption certificate for the Delivery jurisdiction.
3. ORDERS
a) All orders are subject to acceptance by CEB WANANCHI. Product orders must specify a requested Delivery date and an order date, unless otherwise agreed or indicated on the quotation.
b) Customer orders must specify Delivery Location addresses, unless otherwise agreed.
c) Customer will pay all charges incurred by CEB WANANCHI, arising due to supplier costs and charges, where orders are cancelled.
d) CEB WANANCHI acceptance of orders is subject to all Products used remaining the property of CEB WANANCHI until payment has been received in full.
4. DELIVERY
CEB WANANCHI will make every reasonable effort to meet Customer's Delivery requirements. If CEB WANANCHI is unable to meet Customer's Delivery requirements, an alternative arrangement may be agreed. In the absence of such agreement, Customer's sole remedy is to cancel the order.5. RISK OF LOSS AND DAMAGE
CEB WANANCHI will deliver according to CEB WANANCHI's standard commercial practice, and risk of loss and damage will pass to Customer at Delivery Location address upon Delivery. If special delivery instructions are agreed, charges will be billed separately to Customer, and risk of loss and damage will pass to Customer on delivery to Customer's carrier.6. INSTALLATION AND ACCEPTANCE
a) Product installation assistance is available with Products, on quotations or upon request. Installation by CEB WANANCHI, when included in the purchase price, is complete when the Product passes CEB WANANCHI's installation and test procedures.
b) For Products with installation included in the purchase price, acceptance by Customer occurs upon completion of installation by CEB WANANCHI. For Products without installation included in the purchase price, acceptance by Customer occurs upon Delivery, and will be presumed unless Customer demonstrates within 14 days after Delivery that the Product does not pass established test procedures or programs.
c) If Customer schedules or delays installation by CEB WANANCHI more than 30 days after Delivery, Customer acceptance of the Product(s) will occur on the 31st day after Delivery.
7. PAYMENT
a) Payment is due 30 days from CEB WANANCHI's invoice date. Invoices for contractual Services and maintenance will be issued in advance of the Services period. CEB WANANCHI may change payment terms at any time when, in CEB WANANCHI's absolute opinion, Customer's financial condition, previous payment record, or the nature of Customer's relationship with CEB WANANCHI so warrants. CEB WANANCHI is entitled to interest at the prime overdraft rate quoted by CEB WANANCHI bankers on late payments and to reimbursement of expenses including attorney's fees and costs of collection. CEB WANANCHI is entitled to recover all legal costs on the scale as between attorney and own client.
b) CEB WANANCHI may discontinue Product or Service Delivery if Customer fails to pay any sum due, or fails to perform under this or any other CEB WANANCHI agreement if, after 10 days written notice, the failure has not been cured.
c) Title to all Products will pass upon the later of full payment or Delivery of Products.
d) If CEB WANANCHI offers discount for early payment such early payment must be received by CEB WANANCHI within the specified period calculated from date of invoice. Discounts are available only if Customer pays invoices in full and has no overdue amounts owing to CEB WANANCHI.
8. SERVICES
a) Customer may order Services from CEB WANANCHI's current Services offering. Some Services (and related Products) may be available in a Customer specific customized offering. Orders for Services are subject to the terms of the Services Exhibit or custom quotation in effect on the date of order.
b) To be eligible for Services, Products must be, in CEB WANANCHI's reasonable opinion, in good operating condition.
c) CEB WANANCHI may, at no additional charge, modify Products to improve operation, supportability and reliability, to facilitate the maintainability of these Products.
d) Relocation of Products is Customer's responsibility. Customer request for Product relocation assistance may result in additional Services charges and modified service response times.
e) Services do not cover any damage or failure caused by:
1) use of non-specified media, supplies and other products; or
2) site conditions that do not conform to CEB WANANCHI's site specifications; or
3) neglect, improper use, fire or water damage, lightning, electrical disturbances, transportation by Customer, work or modification by people other than CEB WANANCHI employees or subcontractors, or other causes beyond CEB WANANCHI's control; or
f) Customer is responsible for maintaining a procedure external to the Products to reconstruct lost or altered Customer files, data or programs. Customer will have a representative present when CEB WANANCHI provides Services at Customer's site. Customer will notify CEB WANANCHI if Products are being used in an environment which poses a potential health hazard to CEB WANANCHI employees or subcontractors; CEB WANANCHI may require Customer to maintain such Products under CEB WANANCHI supervision.
g) Customer may delete Products under Services or cancel Services orders upon 60 days written notice. Upon 60 days written notice, CEB WANANCHI may cancel Services orders or delete Products no longer included in CEB WANANCHI's Services offering.
9. WARRANTY
a) Product warranty period and additional information is available with all Products, on quotations, or upon request.
b) CEB Wananchi will notify Customer of relevant manufacturer standard warranty and will record and monitor the warranty start and expiration thereof.
c) Additional warranty coverage or uplift may be purchased on selected Products.
d) The warranty period begins on the date of Delivery, or the date of installation if installed by CEB WANANCHI. If Customer schedules or delays installation by CEB WANANCHI more than 30 days after Delivery, the warranty period begins on the 31st day after Delivery.
e) CEB WANANCHI provides a warranty against defects in workmanship supplied. CEB WANANCHI further warrants that CEB WANANCHI hardware Products supplied conform to Specifications of the relevant manufacturer. These warranties do not include periodic preventative maintenance (recommended for some Products), unless specifically covered in the warranty terms for such Products.
f) CEB WANANCHI does not warrant that the operation of Products will be uninterrupted or error free.
g) If CEB WANANCHI receives notice of defects or non-conformance to manufacturers Specifications, or substantial non-conformance to during the warranty period on Products or Services supplied, CEB WANANCHI will, at its option, repair, or replace the affected Products in accordance with the relevant Product warranty.
h) CEB WANANCHI warrants that CEB WANANCHI Services will be provided in a professional and workmanlike manner. CEB WANANCHI will replace, at no charge, parts which are defective and returned to CEB WANANCHI within 90 days of delivery.
i) The above warranties do not apply to defects resulting from improper or inadequate maintenance or calibration by Customer; Customer or a third party supplied service, interfacing or supplies; unauthorized modification; improper use or operation outside of the Specifications for the Product; abuse, negligence, accident, loss or damage in transit; improper site preparation; or unauthorized maintenance or repair.
j) Place of performance: Within CEB WANANCHI defined service travel areas, warranty and installation services for Products installed by CEB WANANCHI shall be performed at Customer premises according the manufacturer warranty coverage or in accordance with the CEB WANANCHI uplifted Service offering included when supplied. Outside the service travel areas the warranty and installation services shall be performed at Customer's premises upon CEB WANANCHI's prior agreement and Customer will pay CEB WANANCHI's round trip expenses and applicable additional charges for such services. In all other cases Products shall be returned to a service facility designated by CEB WANANCHI for repair. Products with on-site warranty will receive warranty services at the initial installation site; if moved, warranty services will be provided if Customer purchases additional inspection or installation services at the new site.10. CONFIDENTIALITY
All confidential and proprietary information of CEB WANANCHI and the Customer, communicated by them in connection with any Product or Service supplied by CEB WANANCHI in this Exhibit, shall be received in strict confidence and be used only for the purposes of this Exhibit. CEB WANANCHI and Customer shall use the same means as it uses to protect its own confidential information, but in no event less than reasonable means, to prevent the disclosure and to protect the confidentiality of such information. No such information shall be disclosed by CEB WANANCHI, Customer, their agents, representatives or employees without the prior written consent.
11. LIMITATION OF LIABILITY AND REMEDIES
a) Customer will indemnify and hold CEB WANANCHI harmless from all loss, damage, expense or liability where Products and Services supplied are utilized in applications for which they are not specifically designed, manufactured, or intended for such use.
b) In no event will CEB WANANCHI or its affiliates, subcontractors or suppliers be liable for any of the following:
1) damages for loss of data, or software restoration; or
3) damages relating to Customer's procurement of substitute products or services (i.e., "cost of cover"); or
4) incidental, special or consequential damages (including downtime costs or lost profits)
12. Insolvency
Where the Customer commits an act of insolvency as defined in the Insolvency Act 24 of 1936 or is subject to an order of provisional or final liquidation or sequestration or has made an offer of compromise to creditors or gives notice of an application for voluntary liquidation or sequestration, CEB WANANCHI shall be entitled to cancel all orders with the Customer in their entirety with immediate effect and without prejudice.
13. governing law
The law governing “CEB WANANCHI - Terms and Conditions of Sale”, including without limitation in its interpretation and all disputes arising out of this Exhibit, is the law of the Republic of South Africa. The Parties submit to the exclusive jurisdiction of the South African courts in respect of any matter arising from or in connection with these terms and conditions, including its termination.
14. GENERAL
a) Payment transactions may be conducted through Electronic File Transfer ("EFT") or other electronic methods, as agreed.
b) CEB WANANCHI will not be liable for performance delays or for non-performance, due to causes beyond its reasonable control.
c) If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other party may cancel any unfulfilled obligations.
d) Neither party may assign any rights or obligations hereunder without prior written consent of the other party.
e) Customer who exports Products, technology or technical data purchased hereunder, assumes responsibility for complying with applicable laws and regulations, and for obtaining required export and import authorizations. CEB WANANCHI may suspend performance if Customer is in violation of applicable regulations.
f) Disputes arising in connection with these “CEB WANANCHI - Terms and Conditions of Sale” will be governed by the laws of the Republic of South Africa. The Gauteng Provincial Division of the High Court will have jurisdiction. CEB WANANCHI reserves the right to stipulate that any dispute be referred to arbitration in accordance with the rules of procedure of the Arbitration Foundation of Southern Africa.
g) Provisions herein which by their nature extend beyond the termination of any sale or license of Products or Services will remain in effect until fulfilled.
h) These “CEB WANANCHI - Terms and Conditions of Sale” and any Exhibits constitute the entire agreement between CEB WANANCHI and Customer, and supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. Customer's additional or different terms and conditions will not apply. Customer's purchase of Products and Services will constitute Customer's acceptance of these “CEB WANANCHI - Terms and Conditions of Sale”, which may not be changed except by an amendment signed by an authorized representative of each party.
i) Any term herein which is held to be invalid shall be deleted but the remaining terms will not be affected.
j) No claims in respect of shortages, damages or goods wrongly delivered will be considered unless notification in writing is received by CEB WANANCHI within 7 days of delivery to Customer.