LEGAL

LEGAL

 

It is of utmost importance to us that working relationships are transparent, so as to ensure a seamless production and delivery process, leaving client and supplier satisfied.

 

Please see our legal section below.

 

 

PAYMENT

 

All equipment quotations are valid for a period of 30 days unless indicated otherwise. Freight estimates and currency exchange rates, obtained by the Seller on behalf of the Buyer are valid for a period of 14 days and will be revised once the order has been confirmed. Currency exchange rates will be amended accordingly.

 

Cash deposit fees are not included on quotations. All cash deposit fees will be included on the final invoice. Goods will NOT be released for collection unless the account has been settled in full. This is not negotiable.

 

In accordance with regulations, VAT will be reflected on all sales documentation. Refer to Section 3 for VAT requirements.

 

The Seller is registered as an exporter and importer within the Republic of South Africa with additional registration for trade under the following trade agreements

- Generalised System of Preferences (GSP) only applicable to the European Union, Norway, Russia or Turkey

- Southern African Developing Countries (SADC) only applicable to Angola, Botswana, Democratic Republic of Congo, Lesotho, Madagascar, Malawi, Mauritius, Mozambique, Namibia, Seychelles, Swaziland, United Republic of Tanzania, Zambia and Zimbabwe (SADC Certificated will be issued were applicable)

 

Goods remain property of Dryers for Africa until full settlement of account. User manuals, visual aids and technical support will only be released/approved on full settlement of account. Failure to settle outstanding accounts within the payment terms selected will result in interest at a rate of 7,5% per month on the outstanding amount. Discounts cannot be allocated to accounts not settled within the terms nor can discounts be negotiated after the quotation has been accepted.

 

All airfares, accommodation & labour for installation & commissioning are excluded unless specified and cannot be accurately quoted for and will be reconfirmed on order. Applicable ticket changes and visa delay fees will be billed accordingly and included in the final invoice.

 

All additional costs (i.e. domestic transport, installation, etc) shall be payable by the Buyer to the Seller in advance, no later than 3 days prior to the costs being incurred.

 

The Seller shall be entitled to, but not obliged, to request the Buyer to provide a guarantee for any portion of the purchase price not immediately payable.

 

Approved options have been listed and following the necessary negotiations between both parties, will be actioned accordingly;

 

Option A:

Buyer agrees to pay for the goods as follows:

Deposit (60% Equipment, 100% freight) to execute this agreement; balance within 7 days after Seller notifies Buyer of opportunity to inspect and Seller’s intent to make delivery or upon Buyer’s collection or preferred method of transport.

 

Option B: (Financial Institutions Only)

Buyer agrees to pay for the goods as follows: 25% deposit within 7 days after execution of this agreement; 65% within 7 days after seller notifies buyer of opportunity to inspect and seller’s intent to make delivery; and 10% upon delivery. If seller should regard its prospect of receiving the last payment insecure, it may demand payment prior to delivery. Preferred transportation terms must be specified and compensation arranged on the day of execution of this agreement.

 

Cash deposit fees are not included on quotations. All cash deposit fees will be included on the final invoice.

 

 

TRANSPORTATION

 

Indirect Export:

An indirect export is where the Buyer removes or arranges for the removal and transportation of movable goods

purchased from the Seller. The Seller may, in certain circumstances, elect to supply movable goods to a qualifying Buyer at the zero rate. This option may only be elected where the Seller is able to ensure that the goods are delivered to a harbour or airport, which is a “designated commercial port”, from where those goods will be exported by the qualifying Buyer.

 

The Buyer must provide the following documents before collection can take place:

  • A copy of the Buyer’s passport or trading license, or of the passport and the relevant authorization letter;
  • The Buyer’s order; and
  • Proof of payment for the movable goods by the Buyer.

 

The Seller will charge VAT at the standard rate should the above not be received. Where VAT at 15% has been charged, the Buyer may apply to the VRA (VAT refund administrator) for a VAT refund.

 

In order to apply the zero rate, the Seller must either –

 

  • Physically deliver the goods to the Buyer, the Buyers duly appointed agent or the Buyers customer at an address in an export country (“deliver”); or
  • Obtain the services of a cartage contractor who is contractually obliged to deliver the goods on behalf of the Seller to the Buyer, the Buyers duly appointed agent or the Buyers customer at an address in an export country (“consign”). The cartage contractor is a person whose activities include the transportation of goods and includes couriers and freight forwarders. The cartage contractor must invoice the Seller, being the person who is liable for payment of the full costs of the delivery services rendered.

 

Direct Export:

On acceptance the Seller will provide additional services as Logistic Assistance Provider, and shall have the following responsibilities:

  • (a) Obtain quotations for the complete delivery of the goods listed in the manufacturing agreement to destination listed on quotation;
  • (b) Booking, routing and dispatch of the Buyer’s cargo;
  • (c) Preparation and management of shipping documentation, including documentation necessary to effect importation into the destination countries and release of cargo;
  • (d) Coordination with other Buyer service providers in the importation process; and
  • (e) Such other tasks as may be reasonably necessary to effectuate the safe, expeditious, and efficient flow of Buyers import goods and related documentation.

 

Freight fees, inclusive of applicable insurance (where available), unless indicated otherwise, and inspections, to the provided destination or closest agreed on alternative will be based on quotations received from logistic service providers. These quotations are liable to change without prior notice. These quotations will be calculated in ZAR, USD or EUR with the current rates reflected.

 

Any delays in delivery due to scheduling and rerouting of vehicles / vessels, beyond the control of the Seller, will not be the responsibility of the Seller.

 

DELIVERY SCHEDULE

 

Seller shall commence to manufacture within 1 week following receipt of Buyer’s documentation pack.

Documentation pack consists of;

  • Proof of Payment for the deposit
  • Completed and signed Contract
  • Signed and Stamped Purchase Order or Sellers Quotation

 

Seller will complete such manufacturing and make the goods available for inspection at Seller’s plant on a date to be determined. If Buyer’s inspection discloses defects or adjustments, Seller shall have a reasonable time to correct such defects and make such adjustments as are necessary. Buyer shall then have an opportunity to make a final pre-shipment inspection. Seller shall within 7 days of inspection cause the goods to be appropriately packaged and shipped to the address specified by Buyer. Seller shall pay all expenses of packaging and preparations for shipment and Buyer shall pay all costs of shipment, including insurance on both Seller’s and Buyer’s respective interests. Wavering the inspections by the Buyer will be accepted as final acceptance of the goods for shipment and no claims can be made there after.

 

Delivery is between estimated at 4-6 weeks from receipt of documentation pack. Depending on the current Seller workload, delivery times may or may not be extended. Failure to fully complete and submit the documentation pack will indemnify the Seller from any unforeseen expenses related to delays in manufacturing, assembly, delivery, transportation, customs clearance (where applicable) and other unspecified events.

 

Where short notice orders are received, the Seller will make every effort to assist with the completion of the received order but does not accept any responsibility for any subsequent delays or failure to meet deadlines.

Installation dates are to be confirmed 4 weeks before the departure from South Africa by the technical crew. Once the installation dates have been confirmed, the required invitation letters, proof of accommodation and domestic transport must be submitted for visa applications. Installation dates will only be confirmed once the equipment has been placed on site.

 

Where necessary and if possible, the Seller will try to accommodate successive installations within a certain period. The authorisation is based on flights and staff availability.

 

 

EXCUSE FOR NONPERFORMANCE

 

Seller’s obligations under this agreement are accepted subject to strikes, labour troubles (including strikes or labour troubles affecting any suppliers of Seller), floods, fires, acts of God, accidents, delays, shortage of cars, contingencies of transportation and other causes of like or different character beyond the control of Seller. Impossibility of performance by reason of any legislative, executive or judicial act of any governmental authority shall excuse performance of or delay in performance of this agreement.

 

The Seller and Buyer agrees that it will take all steps reasonably necessary, at its own expense to:

 

  • a) To designate key individuals to perform its obligations hereunder;
  • b) To provide periodic feedback where necessary;
  • c) To fully cooperate with all reasonable requests for assistance; and
  • d) To take such further steps and execute such further documents as may be reasonably necessary.
  • e) The parties will make diligent efforts through their respective key individuals to identify the causes of any problems and to make adjustments, in an equitable fashion, in order to address and resolve such problems, to avoid incurring additional expenses to either parties.

 

 

ADDITIONAL TERMS & CONDITIONS

 

Warranty: 6 months for faulty materials and workmanship, but excludes electrical components damaged by under/over/lightning voltage, and normal wear and tear.

 

Programmable Logic Controller (PLC) warranty period of 12 months.

 

Supply cable and installation thereof not included unless specified.

 

It is stipulated and agreed that during the term of this Agreement, Seller and Buyer will be in a position to become acquainted with each other's confidential, privileged and proprietary information including, without limitation, existing and future product information, research and development programs, specifications for products, software designs, know-how, trade secrets and other intellectual property, formulae or materials regarded by such party as privileged, proprietary or confidential (each parties' respective confidential information is referred to herein as such party's "Confidential Information").  The Buyer agrees that the Confidential Information of Seller, is an integral and key part of the assets and that the unauthorized use or disclosure of the Sellers Confidential Information would seriously damage the owner thereof in its business. As a consequence of the above, Seller and Buyer hereby agree that, during the term of this Agreement and thereafter Seller and Buyer shall not, directly or indirectly:

 

  • a) Use any of the other party's Confidential Information; or
  • b) Divulge, disclose, furnish or make accessible, or cause any person to divulge, disclose or furnish, any aspects of the other party's Confidential Information to any person or entity (other than the other party), except as may be reasonably necessary to perform their respective obligations hereunder, as may be expressly authorized by the other party in writing or as required by law or pursuant to a court order; provided, however, that, prior to any such compelled disclosure, the party whose obligation it is to keep such information confidential shall have given the other party notice of the circumstances relating to such compelled disclosure and an opportunity to seek an appropriate protective order with respect thereto.
  • c) Seller and Buyer shall each refrain from any action or conduct that might reasonably or foreseeably be expected to compromise the confidentiality or proprietary nature of the other party's Confidential Information.

 

 

INSTALLATIONS

 

Domestic flights within the country of installation where travel distance is in excess of 200km by car, requires domestic flights (where available).

 

 

  • Technicians will not be dispatched until letters of invitation and any supporting visa application documentation, domestic travel arrangements, proof of suitable and comfortable accommodation, and transfer arrangements have been received.
  • A certified electrician is to be on site for the duration of the installation.
  • Meals and non-alcoholic beverages for the duration of the installation are for the Buyers account unless indicated otherwise. 3 FULL Meals per day are to be provided, incl. Lunch.
  • Site times are calculated at 8-hours, excluding an hour for tea/lunch. Times are to be adhered to unless the Senior Technician indicates otherwise. Failure to prepare the site, resulting in deviations from the times will be penalised. Travel time to and from site and/or airport falls within the 8-hour limit.
  • Transfers to and from the airport, accommodation and site are for the Buyers account. The Senior Technician can decline unsuitable transfer arrangements if there are concerns for safety. Any delays due to inadequate travel arrangements will be billed accordingly and additional expenses incurred will be for the Buyers account. ONLY enclosed, roadworthy and safe passenger vehicles are to be utilised when transporting technicians, operated by licensed drivers with applicable insurance.
  • Travel times between accommodation and site, in excess of 60 minutes (one way) must be disclosed. This will affect installation times.
  • Intentions to install units further that 15m from the power source must be disclosed. Failure will result in installation delays and will affect the duration of stay. Note that electrical cable specifications are based on a maximum distance of 25m from Buyer distribution board to the equipment control panel.
  • Units not at final location at the time of arrival of the technicians, causing delays in installation will be penalised. - Delays affecting the duration of the stay will be billed accordingly.
  • Training will be provided AFTER the unit/s have been installed and tested by our technicians. The Senior Technician reserves the right to deny training during installation. Distractions will cause possible delays to the installation agreement.
  • If adequate raw materials are available at the time of installation, ensure that at least 10% of the dryer input capacity is available, with labour to load, for drying trial.
  • Take in to account that the technicians travel with toolboxes and they need to be considered when scheduling adequate transportation means.
  • Kindly arrange for an activated local SIM card to be issued to the Senior Technician to allow for communication between the office.

 

 

ENTIRE AGREEMENT

 

The parties agree that this constitutes the entire agreement and there are no further items or provisions, either oral or otherwise. Buyer agrees that it has not relied upon any representations of Seller as to prospective performance of the goods, but has relied upon its own inspection and investigation of the subject matter.

The parties declare that the laws of the Republic of South Africa shall apply to dispute relating to this agreement and agree to the jurisdiction of the Magistrate’s Courts.

 

 

 

CONTACT DETAILS

Office Number: +27 13 750 0327

Fax: +27 86 602 6889

 

Hamish Brebner

Tel: +27 82 925 4396

hamish@dryersforafrica.co.za

 

Cath de Villiers

Tel: +27 71 498 8436

cath@dryersforafrica.co.za

PHYSICAL ADDRESS

 

No 10 Katoen Street,

Msholozi,

(R40 to White River),

Mpumalanga,

South Africa,

1240

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