Condition of Sale and Warranties, and Disclaimer Clause
Condition of Sale and Warranties
The following terms and conditions of sale shall apply to Nanotech Water Solutions CC and Nanotech Water technologies Pty (Ltd) acting through its marketing name Nanotech (herein “Seller”/”Contractor”), and “Buyer”/”Client” the Party procuring Seller’s good and services, who is identified in the attached Proposal. (Buyer and Seller are herein referred individually as “Party” or collectively as the Parties). The using of the term Seller/Contractor may be used interchangeably and similarly the use of the term Buyer/Client may be used interchangeable. The Parties understand that some of the terms included herein may be in conflict with the terms included in the attached Proposal, namely those with respect to pricing, taxation, delivery, installation, site scope of work and responsibilities, and quotation validity. In the case of conflict, the terms and conditions as set out herein shall prevail and shall supersede any terms of any other Proposal that may conflict with those included herein. The Section headings in this Agreement are for convenience only and shall be given no effect in interpretation of this Agreement.
1.0 Acceptance
1.1 Buyer’s order shall be deemed to incorporate, without exception, all the terms and conditions hereof. Buyer’s execution of the acceptance page of this Proposal or Seller’s commencement of the work stated in this Proposal shall be deemed Buyer’s acceptance of these terms and conditions. No modification of these terms and conditions shall be of any force or effect unless reduced to writing and signed by duly-authorized representative of Seller claimed to be bound thereby. No modification shall be effected by Seller’s mere acknowledgment or acceptance of Buyer’s purchase order forms, which may contain different terms and conditions. Any oral or written representation, warranty, course of dealing or trade usage not contained herein or in the Proposal shall not be binding on either Party.
1.2 The Proposal, its pricing, scope of work, and terms shall be firm for thirty (30) days, at which time they will be subject to change by Seller.
1.3 After acceptance by Buyer of this Proposal or Buyer’s order, this Agreement may only be cancelled in accordance with the terms of this agreement.
1.4 In the event of cancellation of this agreement for whatsoever reason and if accepted in writing by the Seller, cancellation fees shall be applied as follows:
- Cancellation within 15 calender days from Proforma/Contract signature/Order received: 30 % of the contract value.
- Cancellation within 30 calender days from Proforma/Contract signature/Order received: 70 % of the contract value.
- Cancellation within 45 calender days from Proforma/Contract signature/Order received: 90 % of the contract value.
2.0 Engineering Data
2.1 Any Proposal drawings and catalog data are provided by Seller to show only general style, arrangement and approximate dimensions. Unless already provided, all engineering data required for layout, design and installation drawings are to be provided by Buyer promptly after order is placed. Unless provided herein, the required outline drawings will then be prepared by Seller and, if required and requested, submitted to Buyer for approval. Seller shall have no liability in the event the equipment, goods, and/or materials provided hereunder are non-conforming based on the inaccuracy of Buyer provided engineering data. If no such limitations are specified, Seller accepts no responsibility for incompatibility of prepared goods with actual space or design limitations, which may become apparent at a later date.
2.2 Seller reserves the right to utilize the most compact and feasible design compatible with sound engineering practices, and to make changes in details of design, construction and arrangement of goods unless precluded by limitations specified by Buyer in writing in the purchase document or contract at the time an order is placed.
2.3 Buyer shall be fully liable for any infringement of patent rights of third parties arising out of the products supplied hereunder where the construction, and other characteristics of such products, is prescribed to the Seller by the Buyer or agent(s). Buyer shall fully defend and indemnify the Seller in case of such claim(s).
2.4 All documents including drawings will be submitted in English. All dimensions will be shown in the metric form. If required and applicable the following drawings may be submitted for review:
- P&ID’s
- General arrangement (GA) drawings
2.5 In particular, the following drawings will not be handed to the Client: - Detailed small-bore piping drawings such as services and chemical dosing lines.
- Pipe isometric drawings.
- Manufacturing and detail drawings.
- Supplier’s proprietary design drawings.
2.6 Where patent and copyright exist or proprietary equipment is involved, no drawings whatsoever will be made available.
2.7 It should be noted that isometric and manufacturing drawings do not form part of our designs
2.8 Alterations or modifications requested by the Client to previously reviewed drawings/data will be carried out subject to full monetary compensation for the time expended, cancellation of orders already completed etc. Amended drawingcharges willbeSeller’s prevailing rate per day. Depending upon the extent of such alterations or modifications the Contractor shall also be compensated by an extension of the contractual completion date.
2.9 Operating and maintenance instructions requested over and above the proposed allowance will be provided at an extra cost to the Client.
2.10 Plant acceptance
After commissioning of the plant or latest two weeks thereafter, an acceptance certificate (which may be subject to reservations) shall be issued. Should such a certificate not be issued within the mentioned period, the plant shall be regarded as having been accepted without reservations.
2.11 Delayed plant
Should the Contractor be prevented, by circumstances outside his control, from delivering, installing and/or commissioning equipment as per the original contract due dates, the following conditions will apply:
2.11.1 The equipment will be stored on site, on the Contractor’s premises or any suitable area mutually agreed upon at the expense of the Client until the Contractor is able to commence with the contract.
2.11.2 The Contractor shall be paid for the equipment in storage in accordance with the general payment terms applicable to equipment under this contract.
2.11.3 On receipt of a written instruction to proceed, the Contractor shall be entitled to inspect the equipment in the presence of the Client or his representative and to make good any defects to the equipment caused as a result of the extended storage period at the employer’s expense.
2.11.4 The Contractor shall not be liable for any performance guarantee and/or warranty on equipment beyond the original contract guarantee period, except if otherwise agreed in writing.
2.11.5 The Contractor will adjust his preliminary and general item costs accordingly
2.12 Plant Design
Any Performance guarantee is subject to technical design input received from the customer, unless otherwise stated in writing by the parties and should be interpreted with particular reference to the
Disclaimer Clause contained in this agreement.
2.13 Mechanical
2.13.1 No risk or liability for “free issue” equipment will be accepted.
2.13.2 No allowance is made for standby pumps. Standby pumps can be supplied and utilized as a dry standby, for replacement installation following the duty pump failure. This also applies to dosing pumps. If customer requires installed standby this will be investigated and priced during tender adjudication or after contract award.
2.13.3 The following equipment datasheets could be provided, if required by customer: pumps; motors; instruments; membranes; vessels.
2.13.4 No datasheet for valves or components will be issued except from the supplier’s documentation.
2.14 Electrical
No risk or liability for “free issue” equipment will be accepted.
2.16 General Exclusions – Unless specifically stated otherwise in an Offer or Proposal, the following are specially excluded from any Offer or Proposal.
2.16.1 All civil works.
2.16.2 Any utility on site such as electrical energy, compressed air and water and other.
2.16.3 VAT, taxes, fees, duties, clearances and permissions, including fee from banks and costs of LC.
2.16.4 Unpacking, lifting, moving and positioning of equipment in the final position.
2.16.5 Any spares that maybe required for commissioning and startup.
2.16.6 Site office and lay down areas.
2.16.7 Extensive engineering drawings and datasheets.
2.16.8 Demolition and removal of old equipment components.
2.16.9 Drainages and reticulation.
2.16.10 Supports and cable trays for all off-skid piping and cabling
2.16.11 Protection in any form against freezing or (over) heating.
2.16.12 Disposal of cleaning agents and effluent.
2.16.13 Any temporary provision at site, like scaffolding, site office, lighting and heating.
2.16.14 Chemicals required for commissioning or operation
2.16.15 Transport of equipment to site.
2.16.16 Bond and Performance guarantees costs.
2.16.17 Any item, service, or quantity not explicitly indicated in our proposal or offer.
2.16.18 All insurances remain the responsibility of the client.
2.16.19 Site Labour Costs
2.17 Labour – Unless specifically stated otherwise
2.17.1 Standing time will be charged at the rates shown on the relevant project price document.
2.18 Effluent / Discharge
2.18.1 It is expressly agreed that any design is subject to input information received from client. Unless the plant design specifically relates to effluent and waste discharge, no guarantees are given other than that directly associated with the particular plant design input information received from client.
2.18.2 It remains the responsibility of the client to communicate and disclose any effluent and waste discharge parameters to the contractor;
2.18.3 Unless expressly otherwise stated, the client always remains liable for effluent and any waste discharged, including, but not limited to the dumping of any solid waste.
3.0 Warranty and Claims
3.1 Seller warrants its products to be free from defects in material or workmanship for a period equal and back to back to supplier’s component supply or sub-contractors warranty/guarantee on workmanship. This warranty does not apply to replaceable parts or components normally subject to wear and replacement.
3.2 Buyer shall give immediate notice in writing to Seller if products, components thereof, or performance (where applicable) appear defective, and shall provide Seller with reasonable opportunity to make inspections, tests and repairs using the most efficient and cost-effective methods available for such products or components.
3.3 Seller’s obligation under this warranty is limited to the repair or replacement at its factory, for the original user, of any product or component part thereof, which shall prove to have been defective.
No allowance will be made for repairs or alterations made by Buyer without Seller’s written consent or approval.
3.4 Goods may not be returned to Seller without Seller’s written permission. All returns shall have freight and other return costs prepaid by Buyer from point of origin.
3.5 Unless stated specifically in this Proposal or on a formal, official “Performance Warranty Document” signed by an officer or director-level employee of the Seller, or an employee of the Buyer who is authorized to make such representations, there is no performance warranty on products or warranty on process results. Buyer shall pay Seller the costs and expenses of any inspections, tests and repairs related to improving the performance of the products provided hereunder (if not materially defective as explained above) if Seller is not responsible under the terms of this document and/or any formal performance warranty.
3.6 Seller may, at Buyer’s request, furnish technical assistance, advice and information with respect to the products supplied under this contract, if and to the extent that such advice, assistance and information are conveniently available. Seller has no obligation to provide such information, which is provided without charge at the Buyer’s risk, and which is provided subject to the limited warranty above.
3.7 In the case that services are provided along with the sale of goods and materials included in this Proposal, Seller warrants that the services provided shall be performed in a safe, professional, and
workmanlike manner in accordance with this Agreement, and in accordance with the standards and practices which are generally accepted and normally practiced by firms providing similar services at similar facilities. If such services are deemed materially defective, (1) Seller shall re-perform the services at no cost to Buyer, or (2) if re-performance is deemed impracticable, Seller shall refund or credit Buyer in an amount reasonably related to the failed services.
3.8 Failure to maintain any system as specified, any unauthorized adjustments, modification, incorrect operation not approved by Seller in writing, will void any guarantee provided herein.
3.9 Seller expressly disclaims liability for incidental and/or consequential damages including, without limitation, lost profits related to breach of warranty, costs of access to the equipment for repair/replacement, and decontamination. This warranty is made expressly in lieu of all other warranties, express or implied, including all implied warranties of merchantability or fitness for any particular purpose. Buyer assumes all liabilities for use and misuse by buyer, its agents or assignees, and the warranty remedies included herein shall be exclusive.
3.10 Seller shall be relieved of its obligations with respect to the warranties explained above, and/or in the Proposal, in the event of Buyer’s failure to: (a) operate the goods provided hereunder in good order and repair, according to common industry practice, (b) maintain and/or operate the goods provided according to Seller’s specifications and recommendations, (c) communicate to Seller hidden or not reasonably obvious system, process, or site conditions adversely affecting Seller’s goods, or (d) Buyer’s failure to provide accurate site, process, engineering, or system data, where applicable.
3.11 Any warranty or guarantee set out hereinbefore, is strictly subject to and only enforceable if the Buyer/Client procure all the recommended chemicals from the Contractor/Seller or its duly appointed agent.
4.0 Deliveries
4.1 Unless stated otherwise in the Proposal, Seller shall deliver all products to Buyer Ex Works (EXW), seller’s facility, place of manufacture, or warehouse, according to Incoterms 2010.
4.2 Shipment dates, if applicable, noted in Proposal represent Seller’s best estimate of probable delivery time considering conditions known at the time the Proposal was prepared. Seller shall not be
liable nor in breach or default of its obligations under this Agreement to the extent performance of such obligations is delayed or prevented, directly or indirectly, due to causes beyond the reasonable control of Seller, including, but not limited to: acts of God, fire, terrorism, war (declared or undeclared), epidemics, material shortages, insurrection, acts (or omissions) of Buyer or Buyer’s suppliers or agents, any act (or omission) by any governmental authority, strikes, labor disputes, transportation shortages, or vendor non-performance. The delivery or performance date shall be extended for a period equal to the time lost by reason of delay, plus such additional time as may be necessary to overcome the effect of the delay. If Seller is delayed by any acts (or omissions) of Buyer, or by the prerequisite work of Buyer’s other contractors or suppliers, Seller shall be entitled to an equitable price and performance adjustment if applicable.
4.3 In the event Seller is prevented from completing delivery to Buyer based on Buyer acts or omissions, Buyer will be charged a reasonable storage for the time in which delivery was delayed.
5.0 Prices and Payment
5.1 If Seller shall have any doubt at any time as to Buyer’s ability to pay, Seller may decline to make deliveries except on receipt of adequate assurances, cash, or satisfactory security. If the Buyer is located outside South Africa, payment shall be made in full before delivery commence.
5.2 Prices do not include packaging, and if packaging is required including, but not limited to, packaging for export, a separate additional charge will be made.
5.3 Buyer agrees to make pro rata payments for partial shipments and further agrees that if shipment by Seller of goods is delayed by any act or omission on the part of Buyer, payment shall become due within thirty (30) days after the goods are ready for shipment.
5.4 Seller reserves the right to file a Mechanic’s lien on all equipment, product and component sales, and any labor performed by Seller for the inspection and repair of equipment, products and components, and hereby provides legal notice of its intention to do so if deemed necessary to ensure payment.
5.5 The Buyer will pay to the Seller, without the right of set-off, the amount of the invoice within thirty (30) days following receipt of the Seller’s invoice. Buyer shall pay a monthly late payment charge computed at the rate of 1.5%, or the maximum interest rate permitted by applicable law, whichever is less, on any past-due amount for each calendar month, or fraction thereof, that the payment is overdue, and all costs associated with Seller’s collection efforts including reasonable attorney’s fees.
5.6 All payments will be made in terms of a payment schedule to be negotiated between the Seller and Buyer and which payment schedule must be reduced to writing. In the event that no payment schedule has been negotiated, is omitted, is unclear or has not been reduced to writing, all payments will be made as follows: 25% on Placement of order ; 35% on 70% of
equipment delivered to Sellers workshop; 25% on completion of inspection; 10% on equipment ready for delivery and 5% on final handover. Sellers workshop refer to the place of fabrication and could be another entity.
5.7 For purposes of this agreement “handover” means the instance that risk and liability pass from the Seller to the Buyer.
5.8 Any payments made in foreign currency must be made free of any exchange and associated bank charges into the designated bank account of the Seller
6.0 Taxes
6.1 The prices quoted herein do not include taxes. Buyer shall be directly responsible, and reimburse Seller, for the gross amount of any present or future sales, use, excise, value-added, or other similar tax applicable to the price, sale of delivery of any products or services furnished hereunder. Buyer shall furnish Seller with evidence of exemption acceptable to the taxing authorities if applicable.
6.2 For projects outside the borders of South Africa, Taxes, withholding taxes (WHT), Value added Tax (VAT), all relevant duties and other are excluded, unless specifically stated otherwise. Seller does not accept liability for these, and the buyer is requested to confirm requirements for these clearly in tender documents and communications.
6.3 It is recommended that Buyers seek advice on the application of this provision specific to their circumstances and clarify in tender requirement documents or request for proposal document.
6.4 Should the Buyers not have done so, the Seller will not be liable for any costs as a result of the buyer failing to do so. We recommend that foreign buyer investigate whether foreign tax credits would be available in their country of residence. The buyer is to ensure that the cost of compliance requirement with this clause is included in its tender specifications.
6.5 It is expressly hereby stated that no Withholding Taxes will be applicable and that any price quotes, negotiated or agreed on specifically excludes any form of Withholding tax and remains the responsibility of the Buyer to settle same in terms of the applicable law and governance.
7.0 Ownership of Materials and Work
Seller expressly reserves all rights of ownership including, without limitation, all copyrights, in this Proposal, and in any drawings and other data hereafter provided. Morongo Casino Resort & Spa, med sin avancerade spelteknologi och eleganta atmosfär, lockar spelentusiaster från hela världen. Upplev spänningen vid oneloveglcasino medan du jagar drömvinster bland otaliga spelautomater och kortspel. Any quotations, drawings and other data and information, whether written or oral, provided to Buyer are confidential and may not be used, copied, duplicated, or made available to or shared with third parties without Seller’s written consent. Seller shall be the exclusive owner of all intellectual property rights in any results of its work under this Agreement. Buyer hereby assigns to Seller all right, title and interest, including without limitation, all copyrights, trade-marks, trade secrets, patent rights, and any other intellectual property rights in and to any work, effective at the time each is created. Furthermore, Seller shall likewise respect Buyer’s confidentiality and not share any data marked confidential by Buyer with third parties without Buyer’s written consent.
8.0 Installation
8.1 Installation costs of the equipment and materials supplied shall be the responsibility of the Buyer, unless otherwise provided within the Proposal. Otherwise, unless stipulated in the Proposal, Buyer agrees to pay for start-up supervision and operator instruction, at the Seller’s prevailing rate per day. Buyer also agrees to pay reasonable expenses for transportation room and board for Seller’s personnel.
8.2 Standard terms of sale excludes operating instructions but can be made available on request but at a fee.
8.3 Analysis of samples taken from system for performance testing and operation will be conducted by the buyer, unless agreed to the contrary by the parties.
9.0 Compliance and Permits
Seller shall comply with the requirements of all applicable federal, state and local laws, rules and regulations governing the performance of the Services. Notwithstanding the foregoing or any other provisions of this Agreement, Buyer shall be responsible for and procure all necessary permits, licenses, exemptions, authorizations and approvals necessary to allow Seller to lawfully perform the Services contemplated by this Agreement. Such items include but are not limited to permits related to liquid and solid waste handling and discharge, air emissions, sound, safety, etc. Seller shall not be liable if any authorization is delayed, denied, revoked, restricted or not renewed and Buyer shall not be relieved thereby of its obligations to pay Seller in accordance with this Agreement. Buyer shall be responsible for compliance with any federal, state, local or other applicable entity regulations as well as any internal Buyer policies or guidelines pertaining to the Buyer’s maintenance at the Site.
10.0 Limitations of Liabilities
10.1 Notwithstanding anything else in this agreement, the total liability of seller, on all claims of any kind accruing during any calendar year, whether in contract ( including liquidated damages), warranty, tort (including negligence), strict liability, or otherwise, arising out of the performance or breach of this agreement or the use of any parts or the provision of any services, shall not exceed ten percent of the amounts paid by buyer to seller in that given calendar year, and in no event shall the cumulative total liability of seller on all such claims of any kind arising from or relating to this agreement, until the time all such liability ends, exceed 20 percent of the total amounts paid by buyer to seller pursuant to this agreement.
10.2 In no event, whether as a result of breach of contract, warranty, indemnity, tort(including negligence), strict liability, or otherwise, shall seller be liable for loss of profit or revenues, loss of use of the site or any associated equipment or systems, cost of capital, cost of substitute equipment, facilities, service or replacement power, downtime costs, claims of buyer’s buyer for such damages , or any special, consequential, incidental, indirect, punitive or exemplary damages.
11.0 Indemnification
11.1 Seller hereby agrees to indemnify and hold harmless Buyer, its officers, directors, employees, agents, and representatives from and against any and all claims, suits, damages, losses and expenses of any nature whatsoever, including without limitation, reasonable attorney’s fees (collectively “Losses”), to the extent arising out of third party claims resulting from (i) the negligence or willful misconduct of Seller, its agents, employees or representatives while engaged in activities under this Agreement; or (ii) any breach or non-fulfillment of, or failure to perform any of the agreements, covenants, representation or warranties made by Seller under this Agreement, except to the extent that any such Losses are caused by the negligence or willful misconduct of Buyer, as finally determined by a court of competent jurisdiction.
11.2 Buyer hereby agrees to indemnify and hold harmless Seller, its officers, directors, employees, agents, and representatives from and against any damages or injuries resulting from the equipment, material and/or services provided hereunder; including but not limited to, damage to Seller’s property, injury or death to Seller’s agents and employees, damages related to the release of Hazardous Materials (as defined in Section 12.0 herein), or the violation of any environmental health and safety laws; to the extent that such damages and injuries are caused by the negligence or willful misconduct of Buyer as finally determined by a court of competent jurisdiction.
12.0 Different Site Conditions and Hazardous Materials
In the event that Seller encounters any Hazardous Materials (shall mean toxic substances, hazardous substances, pollutants, contaminants, regulated wastes, or hazardous wastes as such terms may be defined or classified in any statute or ordinance or regulations promulgated by any applicable governmental entity) at the Site, other than Hazardous Materials introduced by Seller or that are otherwise the express responsibility of Seller under this Agreement, Buyer shall immediately take whatever precautions are required to legally eliminate such hazardous conditions so that the work under the Agreement may safely proceed.
13.0 Insurance – All insurances are excluded, unless specifically stated otherwise
The buyer shall at all times, provide protection for all of the goods from damage or loss due to weather, fire, theft, unexplained disappearance or other similar casualty, on site.
14.0 Emergencies
In the event an emergency condition should occur where the protection of either the plant equipment, employees at site, or the surrounding community are threatened, Seller may procure the required and necessary equipment, personnel, or subcontract support. Seller must provide immediate notice to Buyer regarding the emergency and then provide a report after reviewing the events and itemizing all expenditures. Buyer will reimburse Seller for all emergency related expenses.
15.0 Governing Law
This Agreement shall be construed and interpreted in accordance with the laws of South Africa, provided that any provision of such law invalidating any provision of this Agreement or modifying the intent of the Parties as expressed in the terms of this Agreement shall not apply.
16.0 Waiver
The failure to enforce at any time any of the provisions hereof shall in no way be construed to be a waiver of such provision or to affect either the validity of the agreement or any part hereof, or the right of Seller to enforce each and every provision in accordance with the terms of the agreement.
17.0 Arbitration
17.1 Any dispute (“a dispute”) between the Parties arising in connection with this Agreement or the subject matter hereof may be submitted to and determined by arbitration in accordance with this clause 17. For the purpose hereof the term “dispute” shall be interpreted in the widest sense and shall include any dispute or difference in connection with or in respect of the conclusion or existence of this Agreement, the carrying into effect of this Agreement, the interpretation or application of the provisions of this Agreement, the Parties’ respective rights and/or obligations in terms of and/or arising out of this Agreement and/or the validity, enforceability, rectification, termination or cancellation, whether in whole or in part, of this Agreement.
17.2 Either Party (“the Referring Party”) shall be entitled to refer a dispute to arbitration in terms of this clause 17 by notifying the other Party in writing of its intention to do so (“the Arbitration Notice”), unless the matter has already been referred to a compete Court, in which instance the matter will be consider to be lis pendens and must a competent Court adjudicate the matter. The Arbitration Notice shall include the names of not less than 3 (three) natural persons whom the Referring Party proposes for appointment as arbitrator.
17.3 Should the Parties fail to agree to an Arbitrator within 5 (five) business days of the Arbitration Notice, the arbitrator shall be appointed, at the written request of either Party (which request shall be copied to the other Parties), by the Chairman for the time being of the Johannesburg Bar Council (or its successor); subject to the proviso that the Arbitrator so appointed by the said Chairman shall be a practising Senior Counsel or a retired judge.
17.4 Unless otherwise expressly agreed by the Parties in writing –
17.4.1 the arbitration proceedings shall be held at JOHANNESBRUG, Republic of South Africa and shall be conducted under the Standard Rules of the Association of Arbitrators (“the Arbitration Rules”);
17.4.2 the Arbitrator shall be entitled, on the written application of either Party at any time (to be made in a manner acceptable to the Arbitrator), to amend the Arbitration Rules and/or any time period provided for therein or to supplement the Arbitration Rules in the interests of resolving the dispute effectively, efficiently and economically (but provided that no such amendment or supplemental rule shall operate retrospectively);
17.4.3 the arbitration proceedings shall be conducted as expeditiously as possible but the time periods provided for in Section 23(a) of the Arbitration Act 42 of 1965 (“the Arbitration Act”) shall not apply thereto; and
17.4.4 the decision of the Arbitrator shall be final subject to a right of appeal in terms of the provisions of the Arbitration Rules.
17.5 The Arbitrator shall be entitled to determine his or her own jurisdiction and shall be entitled, mero motu, to raise matters mutatis mutandis as if the dispute was being heard before a Judge in the High
Court of South Africa (Transvaal Provincial Division).
17.6 The provisions of this clause 17 shall prevail to the extent of there being any conflict between the Arbitration Rules and this clause 17. Subject to the other provisions of this clause 17, the arbitration proceedings contemplated herein shall be held in accordance with the provisions of the Arbitration Act.
17.7 Without detracting from the effect (if any) of any other act taken by either Party which may affect the issue of prescription, the Parties irrevocably agree and acknowledge that the Arbitration Notice shall interrupt prescription and shall be deemed to constitute the service of a process for the purpose of interrupting prescription in terms of Section 13 of the Prescription Act 68 of 1969 (or, as the case may be, the corresponding provision in any amendment thereto or in any replacement legislation).
17.8 The provisions of this clause 17:
17.8.1 constitute an irrevocable consent by the Parties to the arbitration proceedings provided for herein and neither Party shall be entitled to withdraw from the provisions of this clause 17 or claim at any such proceedings that it is not bound by this clause 17 or such proceedings;
17.8.2 are severable from the rest of this Agreement and shall remain in effect despite the termination, cancellation, invalidity or alleged invalidity of this Agreement for any reason whatsoever.
17.9 Nothing in this clause 17 shall preclude either Party from seeking interim and/or urgent relief from a Court of competent jurisdiction and to this end the Parties hereby consent to the jurisdiction of the High Court of South Africa (Transvaal Provincial Division).
18.0 Intellectual Property
18.1 The parties expressly agree that all related intellectual property, such as trade marks, trade names, designs, patents, copyright or any other related intellectual property, shall remain the exclusive right of the Contractor/Seller and may not be used, sold, disposed of, alternatively offer to be dispose of, without the prior written consent of the Contractor/Seller.
18.2 Any modification to, alternatively improvement made to any intellectual property shall remain the exclusive right and ownership of the Contractor/Seller.
19.0 Acceptance
It Is expressly agreed between the parties that upon acceptance of any quote, alternatively placement of any order, the client hereby accept any terms and confirmation contained in this document and will acceptance of a quote or placement of an order serve as prima facia proof of acceptance of these terms.
20.0 Breach
20.1 In the event that any party is in breach of any clause contained herein, the aggrieved party must give 30 (thirty) days written notice to the defaulting party to remedy the breach, failing which the aggrieved party may take further legal action and enforce any of its rights.
20.2 In the event of any legal costs incurred by any party in terms of this agreement, said legal costs will be calculated as between attorney and client.
DISCLAIMER Clause – This applies to all documents supplied to Buyer from Seller
1.0 This disclaimer document contains and was prepared based on “unconfirmed information”. Unconfirmed information may include, but is not limited to, statements concerning w a t e r a n d
p r o c e s s properties and site information and requirements, information with respect to proposed plant design by a third party, process flow design and/or technical documents/drawings by a third party, variation in client’s requirements, results and effect to change of scope, processes and process performance for a new design layout, civil and infrastructure design changes necessitated
by client’s scope change, detailed earthwork design, estimates of plant peripherals, the anticipated production profile, estimations of the process or trial test results, the expected product ion
outcomes, availability of working capital facility and project finance for this project/proposal, expected number of employees and staff at the time of commercial production, and other statements which are not historical facts.
2.0 With respect to unconfirmed information contained in this proposal or document, Seller has made assumptions.
3.0 Although Seller believes that its assumptions and expectations reflected in unconfirmed information are reasonable, such unconfirmed information involves known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of this proposal or the project’s to be materially different from any current results, forecasts, pricing, performance or achievements expressed or implied.
3.1 Such factors may include:
3.1.1 Detailed process descriptions – supplied or the absence thereof,
3.1.2 Conclusions of economic and technical evaluations,
3.1.3 Changes in project parameters as plans continue to be refined,
3.1.4 Expected changes in plant layout and design with related technical changes,
3.1.5 Unexpected increases in capital or operating costs due to new process design and plant layout,
3.1.6 Availability of raw materials and specifications,
3.1.7 Possible variations in process variables and resources, o r process performance,
3.1.8 Failure of equipment or processes to operate as anticipated,
3.1.9 Accidents, labour disputes and other risks of the industry, labour risks,
3.1.10 Registrations or financing or in the completion of development or construction activities, risks relating to the infrastructure and site works (“Risk Factors”).
4.0 Although Seller has attempted to identify important factors that could cause actual actions, events, proposed components, pricing or results to differ materially from those described, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that information will prove to be accurate as actual plant
performance and design could differ materially from those anticipated or assumed.
5.0 Accordingly, readers should not place undue reliance on unconfirmed information. The unconfirmed information contained herein, unless stated otherwise, is made “as is” and takes no responsibility to update them or to revise them to reflect new events or circumstances, except as and when Seller is mandated to do so.
6.0 Whilst due care and diligence have been taken by Seller certain data/information gathered were from various primary and secondary sources and is believed to be correct. However, if such estimates/data/quotes are inaccurate or are varied in the future this could have a material impact.
7.0 The Seller Proposal includes unconfirmed information and risk factors that are considered too premature to have the economic considerations applied to them that would enable them to be categorized as a Final Proposal. There is no certainty that the conclusions reached are correct and needs to be confirmed.
8.0 Reference and inclusion of documents, content and writing was done with client’s express consent as the owner of the documents and content. To the extent that Seller used the supplied documents and drawings it was done with client’s express consent. Seller res erv es the right to verify and confirm any stated fact.
9.0 Seller reserves the right to review pricing in case of any free issue item by client.
10.0 All the material and information contained in this document are the exclusive and proprietary property of Seller.
11.0 No entity and/or person will have or acquire any rights or interest in this document or any of the services or other intellectual property by reading this document.
12.0 Information published on or otherwise accessible through this document is protected by copyright both individually and as a collective work or compilation. Bingo village casino fascinerar med sin omfattande spelkatalog, där en mängd olika spel erbjuds. För spelare är en viktig faktor insättning, vilket möjliggör snabbare transaktioner och enklare tillgång till spel. Seller owns and retains the copyright in the content.
13.0 Seller not liable for Errors and Omissions, Utilities and connections