These terms and conditions apply between Delux Holding Company (Pty) Ltd t/a Tristar Electrical (Reg No: 2015/337295/07) (“the Company”) and you, “the Customer”, and shall also apply to any products supplied to the Customer by third parties engaged by the Company.

1.2. The Company reserves the right to amend these Terms and Conditions, without notice, at the Company’s sole discretion, as necessary.

1.3. Any reference by the Customer to its own purchasing terms, or other terms and conditions, shall not be accepted by the Company and shall not be incorporated by reference into these Terms and Conditions.

1.4. These Terms and Conditions are governed by the law of the Republic of South Africa.

1.5. If any provision of these Terms and Conditions is rendered void, illegal or unenforceable in any respect under any law it shall be severable form these Terms and Conditions, and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

1.6 Any indulgence of extension of time granted of time granted by the Company to the Customer shall not be construed as a waiver or variation of any of the Company’s rights or remedies.

2. QUOTATIONS:

2.1. All prices quoted by the Company exclude Value Added Tax

2.2. Any quotations by the Company is valid and open for acceptance for a period of 21 days (twenty one) days from the date of the quotation, unless the Company agrees otherwise in writing.

2.3. Any quotation provided by the Company may be affected if there is any changes to:

2.3.1. the quantities of products to be ordered;

2.3.2. ruling exchange rates, any duties and surcharges levied by the relevant authorities, and applicable transport costs and clearing agent charges applicable as at the date of the quotation;

2.3.3. suppliers pricing applicable as at the date of the quotation.

2.3.4 The Company accordingly reserves the right to revise the prices charged for certain products in the event that any of the factors listed above change between the date of the quotation and the date on which the Purchase Order is received from the Customer or if any changes occur thereafter. The Customer will be notified in writing of such charges.

2.4. If a quotation is provided in connection with any products noted as existing stock on hand, such quote is subject to the condition that such products have not been sold at the time the order is confirmed by the Customer.

2.5 Unless client specifically requests a brand new product, the company may supply a fully refurbished (as new) product.

3. ACCEPTANCE OF QUOTATION/PLACING OF ORDERS:

3.1. The Customer may accept a quotation and place an order, by returning an authorised official Purchase Order document to the Company.

3.2 The placing of any order regarding any product or services offered by the Company shall be deemed to constitute acceptance of these Terms and Conditions.

3.3 The Company is entitled to make use of 3rd party contractors or companies

3.4 The  Company may supply fully refurbished, as new products unless brand new has been specified

4. STORAGE FEES AND INTEREST:

4.1 Interest on late payments will be charged at the compound rate of 3% above the prime overdraft lending rate charged by the Company’s bankers from time to time.

4.2 If item/s are not collected within 7 days once completed and ready, storage fees of R450 ex vat per day will be charged.

5.PAYMENT:

5.1. Before delivery of the goods, the Company will issue an invoice to the Customer for all amounts owing in terms of the order (‘the Invoiced Amount”).

5.2. Any payment received from Customer shall be applied to the Customer’s indebtedness with the Company in the Company’s sole discretion.

5.3 Due to equipment being specifically engineered and/or manufactured, the Company would require a [50] % deposit to be paid prior to the commencement of any engineering, manufacturing, assembly and/or supply of equipment, with the outstanding balance of [50] % becoming due and payable upon completion of FAT Testing, prior to collection. This provision will also apply where the equipment or goods:

5.3.1. are to be specially imported; or

5.2.3. are subject to the Customer’s specific requirements, or

5.3.3 do not ordinarily comprise part of the Company’s product offering.

5.4. The Customer is to provide proof of payment of any Invoiced Amount or deposit to the company prior to collection of equipment or goods or before services are rendered.

5.5 In the event that any amount is not paid on the due date for such payment, the Company shall be entitled, without prejudice to any rights it may have against the Customer, to levy interest as set out in 4.1 above.

5.6 All cash deposits will cost 2.5% extra.

6. Cancellation of Order

The following cost will be levied in respect of a cancellation of the order:

20% – 3 Working days from receipt of order

30% – 4 Working days from receipt of order

75% – 5 Working days from receipt of order

100% – Thereafter

7. PENALTIES AND DAMAGES:

7.1. In the event that a Customer cancels an order, then the Company shall be entitled to:

7.1.1. retain any deposit paid by the Customer; or

7.1.2. charge the Customer costs that may been incurred by the Company as a result of any cancelled order, including an administration fee,

7.1.3. whichever is the greater,

7.2. In the event that the Customer purports to cancel an order which was placed in relation to any product or equipment or service to be specifically manufactured or modified to the Customer’s specifications, the Company shall be entitled to refuse to return any amount paid in connection with such order, and no credit shall be granted in respect of any such good, equipment or service.

8. DELIVERY AND RISK:

8.1. The quotation provided by the Company may include an estimated delivery date. The period specified for delivery on the Company’s quotations shall commence from final settlements of specifications or final approval by the Customer of a sample, if relevant, or payment of the deposit and not from the date of acceptance of an order, tender or contract.

8.2. Delivery times provided to the Customer are of an indicative nature only. Accordingly, the Company shall not be liable for any delays in circumstances where it has not expressly guaranteed a delivery time or date in writing. The Customer shall not be entitled to terminate the Terms and Conditions or cancel any order, nor shall the Company be liable to the Customer for any loss or damage arising from a delay in delivery of any order.

8.3. The Company cannot always guarantee the availability of products.

8.4. Delivery is generally excluded. Contractors are used should you need a quote. The Customer shall provide, at its own cost, the necessary labour, equipment or facilities required for the off-loading of products from the delivery vehicle and placement thereof at the premises of the Client. The Company reserves the right to change additional freight where special delivery requirements are needed.

8.5. All costs associated with deliveries outside of main centres will be for the account of the Customer.

8.6. Damage or Loss in transit:

8.6.1. The Company shall accept responsibility for any damages or shortages in or loss of products in transit only where it personally delivers the goods, and provided that the Customer reports such damage, shortage or loss in writhing writing 7 (seven) days of the delivery date. In no other circumstances will the Company be liable for any loss or damage to goods or equipment in transit.

8.6.2. The risk in respect of products passes to the Customer where the order is collected from the Company’s warehouse by the Customer or by a third party nominated by the Customer or when the order is delivered by a third party to the Customer. The Customer shall take out the appropriate insurance cover in respect of said products in transit.

8.6.3. Warranty shall not cover cost of transport and is limited to product material and workmanship

8.6.4. Warranty shall be void on all products/s that have gone cross border and no refunds will be entertained ( including all taxes, levies, surcharges, import duties and transport) that may be levied on the product.

9. ADDITIONAL SERVICES:

All quotations exclude the Company’s charges with regard to the installation, commissioning, calibration and validation of equipment, unless specifically specified on the quotation and associated invoice.

10. OWNERSHIP:

10.1. Notwithstanding delivery of any product, the ownership of all products, goods or equipment sold remains vested in the Company until the full Invoiced Amount has been paid in full.

10.2. Where identical goods not bearing serial numbers are sold under different invoices and then on-sold by the Customer, same shall be deemed to have been on sold on a “first in – first out” basis.

11. END USE:

The Customer is solely responsible for confirming the suitability of any product, good, equipment or service for the use contemplated by the Customer.

12. TOLERANCES:

All products supplied by the Company, will be manufactured within limits and tolerances which are reasonable in the trade and meet any regulatory standards which may be applicable in law. If any special accuracy with regard to limit and tolerances is required, the Customer must state, in writing, the required maximum and minimum limits.

13 WARRANTIES:

13.1. The Company will use its best endeavors to ensure that goods are supplied in working order and compliant with applicable specifications.

13.2. Unless the Customer has specifically informed the Company of the intended use of the product, the Company does not warrant that the Products purchased by the Customer will be fit for the intended purposes. In any event, where the Customer has ordered any product or equipment which requires particular calibration or modification required to fit such purpose, the Company shall not provide any warranty for same, and the Customer shall be obliged to rely on the manufacturer’s warranty, if any.

13.3. The Company warrants their products to be free from defects in workmanship and materials for a period of one (1) year from the original invoice date. The warranty is based on a 12 month carry-in guarantee on all refurbished transformers and mini-subs. Damage attributed to lightning, voltage surges, unbalanced loading, overloading and improper handling is covered; Damage due to improper installation, vandalism, misuse, excessive wear & tear, unauthorized repairs or lack of maintenance is or if equipment has been tampered with or opened prior to the return to The Company is not covered.(“Warranty Period”), subject to the following provisions of this paragraph.

13.4. The liability of the Company shall be limited to the replacement or repair of the product or any part thereof in order to eliminate any defect in workmanship or materials, which defects the Company shall have been notified in writing by the Customer within 48 (forty-eight) hours after the defect arises (which notice shall specify the alleged defect). If any inspection is required by the Customer, this inspection (and ANY repairs) shall be performed on the Company’s premises. The cost of any third-party inspection required by the Customer shall be for the Customer’s account.

Any warrant afforded to the Customer by the Company will be subject to and condition that:

13.4.1. the products have been subject to normal use in manner which is consistent with the specification, functionality and service standards described in the relevant product description;

13.4.2 reasonable care has been taken of the product/equipment, and it has been subjected to reasonable wear and tear;

13.4.3 in case that the product has been sent across border to end user, the product should be transported on a vehicle with air suspension.

13.4.4. in case that the product has been sent accrues border on sea fright, a shock recorder shall have been fitted to the product, the recorder to automatically reassure X/Y and Z axis. In the case that impact of greater than 3g has been experienced, warranty may be voided.

13.4.5. the products have been correctly stored, in accordance with the regulatory requirements, or manufacturer’s instructions.

13.4.6. the fault has not been caused or contributed by willfully or negligently conduct, or any accident, or being in environmental conditions harmful to the product, or by third party software or hardware, which has not been supplied by the Company and/or the relevant manufacturer

13.4.7. the part which develops the fault has not been previously modified or repaired by any third party;

13.4.8. any equipment is operated or maintained in a manner which is consistent with the Company’s or the manufacturers operating instructions; and

13.4.9. any equipment is operated by persons suitably trained to use same.

13.4.10. any equipment is operated by persons suitably trained to use same.

13.5. The Company’s obligation to repair or replace under paragraph 13.4 above does not apply to:

13.5.1. consumable components;

13.5.2. parts which are not critical to the product’s proper function, or

13.5.3. cosmetic features of the product.

13.6. The Customer shall provide the Company with a copy of the original invoice for the product, and prepay all freight charges to return any products to the Company. All claims must be accompanied by full particulars, including operating conditions, if applicable.

13.7. If is recommended that specific equipment supplied by the Company be installed and commissioned by the Company’s technical personnel at customers costs. Should this option not be accepted by the Customer, the correct operation of that equipment cannot be guaranteed. In this case, the warranty set out in this paragraph will be void and the Company will not be liable for any malfunctioning and/or damage to said equipment, or any other part of the laboratory to which the equipment is connected.

13.8. Save for the aforementioned warranties, the Company gives no further warranties of whatsoever nature in relation to the products or equipment sold and/or the services provided in terms of the Terms and Conditions.

13.9. If equipment has been opened prior to return to the company, the warranty shall be voided.

14. INDEMNITIES:

14.1. Save as expressly set out herein, the Company shall under no circumstances whatsoever be liable to the Customer, including, without limitation, as a result of or in connection with the Company’s negligent (including grossly negligent) acts or omissions or those of its employees agents or designees or other persons for whom in law it may be liable (in whose favour this constitutes a contract or undertaking for their benefit), for any indirect, incidental, special or consequential loss or damage of any kind whatsoever or howsoever caused (whether arising under contract, delict or otherwise and otherwise and whether the loss was actually foreseen or reasonably foreseeable), sustained by the Customer, any other

recipient of the products, or any other person arising from or as a result of any sale concluded in terms of these Terms and Conditions, the delivery, non-delivery, incorrect, erroneous or late delivery, the use, operation, possession or consumption of the products or equipment or services.

14.2. The Customer hereby agrees that it will indemnify the Company and hold the Company harmless and fully indemnified against any loss or damage suffered or liability incurred, including without limitation in respect of any claim or demand by any third party by reason of any act or omission on the part of the Customer or that of any employee, agent or representative on its behalf in connection with orders placed in terms of the Terms and Conditions and/or in relation to receipt of products or equipment supplied by the Company pursuant to any such order.

15. RETURNS:

15.1. Goods may only be returned for credit, within 7 days of invoicing if authorised in writing by the Company.

15.2. The company accepts product returns for credit only if the customer notifies in writing within seven days of invoicing.

15.3. The Company shall be entitled, at its discretion, to charge a minimum handling charge of 30% (thirty percent) of the quoted price of a product returned to the Company for credit, as well as any cost included that cannot be recovered.

15.4. All costs associated with returning such products to the Company shall be for the account of the Customer.

15.5. All goods returned must be in its original packaging and must be fit for transport. Any and all damages will be for customers account

15.6 The Company, at their sole discretion can decide to accept a return, but there will be handling charges, warranty charges based on the time lapsed (between delivery and return) and return charges (ie Truck/Shipping return). Equipment and/or products and/or goods will need to be tested and would have to be in the same condition as when client accepted it.

16. RESPONISBILITY

It shall be the Customer’s sole responsibility to be familiar with regulations that might concern the installation, storage, use, transport or disposal of the products or operation of the equipment or goods or products ordered. The Company shall not be held responsible for any penalties or restriction from the contravention of any regulatory obligation.

17. CESSION OR ASSIGNMENT:

The Customer shall not be entitled to cede, assign or delegate any of its rights and/or obligation which it may have in terms of these Terms and Conditions to any third party, without the prior written consent of the Company.

18. LIMITATION OF LIABILITY:

18.1. Save as for any liability in terms of paragraph 13, and notwithstanding any of the other provisions of these Terms and Conditions, the Company shall not be liable to the Customer or any third party for any claim for less, expense or damages (including indirect damages, special damages or consequential damages or loss of profits), injury or death to any persons of whatsoever nature and howsoever arising against the Company or its employers (whether in terms of the Consumer Protection Act, No 68 of 2008 or otherwise).

18.2. The Customer hereby indemnities and holds the Company harmless against any claim made by any third party for loss, damage, injury or death as a result of or in connection with the installation, storage, use or disposal of the products, or operation of any equipment once same has been delivered to the Customer.

18.3 We are insured against risks that may occur, however we cannot accept responsibility for consequential loss or damage of whatever nature, whether directly or indirectly, which you may suffer as a result of loss of use of the property and capital (including loss of income) resulting from the failure of the works after takeover date, late delivery or any other circumstances resulting from any transaction.

18.4 Tri Star Electrical (Pty) Ltd accepts no penalties or liquidated damages related to non-performance, late delivery, and breach of contract or any other presumed grounds which may be levied against the company.

19. FAILURE TO PERFORM:

19.1. If the Company does not meet its obligations under these Terms and Conditions due to:

19.1.1. an inability to secure labour, materials or suppliers despite having taken all reasonable steps to procure same;

19.1.2. any act of God, war, strike, lock-out or other labour dispute, fire, flood or legislation; or

19.1.3. Any other cause beyond the control of the Company,

19.1.4. then notwithstanding anything to the contrary contained or implied in these Terms and Conditions, the Customer shall not be entitled to      terminate these Terms and Conditions nor shall it have any claim of whatsoever nature against the Company.

19.2. If, in these circumstances, the Company has already partly performed its obligations, or can only partly perform its obligations, it shall be entitled to payment for the part already invoiced and delivered, or the part which can be invoiced and delivered, and the Customer shall be obliged to accept such invoice and part delivery as if it were a separate contract.

20. THE COMPANY (TRI STAR ELECTRICAL) BRAND:

20.1. Nothing contained in this Agreement shall be construed as granting to the Customer any license or otherwise with

respect to the “Tri Star Electrical” brand.

20.2. The Customer acknowledges that “Tri Star Electrical” brand shall remain the sole and exclusive property of the Company,

and the Customer shall in no way dispute the Company’s right thereto and shall not in any way make use of the “Tri Star Electrical”

brand without the prior written consent of the Company in each instance.

20.3. The Customer hereby undertakes to and in favour of the Company not to do anything or omit to do

anything which may negatively affect the reputation and credibility of the “Tri Star Electrical” brand and/or the goodwill of the

Company,

21. BREACH AND TERMINATION:

In the event that the Customer breaches any of the terms and conditions contained in these Terms and Conditions, and fails to make good the specified default after having been given 7 (seven) days’ written notice of same and/or fails to pay an amount due and payable by it to the Company, and/or suffers any civil judgment taken or entered against it, and/or causes a notice of surrender of his estate to be published in terms of Insolvency Act No. 21 of 1936 (as amended), and/or suffers its estate begin placed under provisional or final sequestration, liquidation or business rescue proceedings, then

the full amount of the Customer’s indebtedness to the Company shall immediately become due, owing and payable and

the Company shall be entitled without prejudice to any other right that it may have, either in terms hereof or in law to:

21.1. suspend performance of any of its obligations, (including the suspension of further delivery to the Customer) under

these Terms and Conditions or any other agreement until such time as payment is received and/or the breach in question

is remedied; and/or

21.2. enforce payment in full of the balance of the Invoiced Amount then outstanding together with

any accrued interest and all other costs payment, and/or

21.3. cancel these Terms and Conditions and claim damages. In the event of cancellation, the Company shall be entitled to retain as “rouwkoop” all amounts paid by the Customer.

22. SETTLEMENT OF DISPUTES:

Save for any dispute which relates to the failure by the Customer to pay any invoice issued by the Company, any dispute or difference arising from any order placed by a Customer shall be determined by submitting the dispute to both the Managing Director of the Company and the Customer for resolution, and failing resolution, by means of mediation.

In the event that a mediated outcome is not achieved within 14 (fourteen) days, the dispute shall be referred to arbitration only at the sole instance and request of the Company and the Arbitration Act of 1965 shall apply. The parties shall on the identity of a mediator or an arbitrator (as the case may be) within 5 (five) days of the dispute being submitted to mediation or arbitration, and failing agreement between them, the mediator/arbitrator shall be appointed by the President for the time-being of the Cape Law Society.

23. CERTIFICATE OF INDEBTEDNESS:

The Customer hereby agrees and acknowledges that all or any purposes whatsoever, including the purpose of any action by the Company against the Customer, either for provisional sentence, summary or otherwise, a certificate signed by a director of the Company (whose authority it shall not be necessary to prove) certifying or purporting to certify that an amount is owing by the Customer to the Company, shall be sufficient and satisfactory prima facie proof of the correctness of the amount or amounts and facts therein contained

24. LEGAL PROCEEDINGS AND JURISDICTION:

24.1. If it becomes necessary for the Company to institute legal proceeding against the Customer in order to enforce any of its rights, either in terms of Terms of Conditions or at common law, the Customer shall be liable to pay all legal costs, including collection commission and tracing fees incurred by the Company, on the attorney and own client scale.

24.2 Notwithstanding the amount of its claim, the Company shall be entitled but not obliged to institute action against the Customer out of any Magistrate Court of competent jurisdiction and the Customer shall be deemed hereby to have consented to such jurisdiction.

25. DOMICILIUM:

25.1. Any notices to be given to either party shall be in writing.

25.2.Notices to the Customer shall be delivered by hand, electronic mail, fax, or pre-paid registered post. These notices will be sent to the Customer at the address provided to the Company for any quotation purposes.

25.3. Notices must be hand-delivered or sent via pre-paid registered post to the Company. at our registered office which is: 215 Commissioner Street, Boksburg,1459

Contact info@tristarelectrical.co.za