Purchase orders:

Purchase order placement:

For all orders placed Mechatronics (PTY) Ltd will not accept any other terms and conditions of purchase than those set out in these conditions. Any and all alterations of these terms and conditions, unless not part of a joint written agreement or contract, in particular any deviations or supplements of these terms and conditions of the supplier are henceforth rejected. Silence on our behalf regarding order confirmations, which refer to deviations or supplements of the terms and conditions, is not to be regarded as acceptance. We reserve the right to cancel the order due to any alteration of our terms and conditions. Acceptance of our purchase order or commencement of the work related to the relevant purchase order will serve as acknowledgement that the supplier accepts our terms and conditions of purchase.
All orders must be immediately confirmed by the supplier. We reserve the right to cancel the order, if written order confirmation is not received within 8 days of placement.
Only written orders are legally binding. Orders placed any other way will only become binding when confirmed in writing. Subsequent agreements or subsidiary agreements must be confirmed by us in writing in order to become legally binding.
If during execution of the order additional works are required for proper production of the item, which is not covered in the scope of supply agreed upon in the contract, the supplier must be in possession of a confirmation in writing from the relevant persons or receive an additional order prior to execution of such additional works. If an additional order is required by the supplier, it must be granted by our purchasing department.

Price, scope of delivery and performance:

The prices provided in the contract are fixed prices, unless expressly otherwise agreed, any increases in prices during the period of delivery shall not be accepted. In case of subsequent increase of prices we reserve the right to cancel the order with regard to outstanding goods without compensation. All prices are free ex works or free ex point of reception determined by us including packaging and all incidental charges.
All necessary performances required for a proper delivery and a proper manufacturing and assembly process are part of the scope of performances even if they are not specifically quoted in the contract.
If we deliver or provide the material required for installations and or assemblies as part of the supplier’s performance, the scope of supply of the supplier also comprises off-loading the truck as well as transport from the delivery location of the parts to the assembly location.
If design, development or similar works are part of the order, the supplier is obliged to furnish all design and manufacturing drawings as well as documentation, manuals etc. In case of software development the delivery of the software in its source and object program form as well as the documentation of the program development and application is included in the scope of performance.

Delivery dates and contract penalties:

The due dates quoted in our order are dates of receipt of the delivery and they have to be adhered to. Should the supplier be able to foresee any delays in delivery of parts of the order or the entire order in due time, he must inform us immediately, quoting the reasons and the period of delay latest within the first third of the delivery period. In case of an unacceptable extensions of the due date, we reserve the right to cancel the contract without compensation to the supplier.
Should the supplier be delayed in delivering of any scope we reserve the right without prejudice to further claims for compensation and unless otherwise agreed, to demand a contract penalty to the extent of 0.5% of the order value per day of the delay, at most however 5% of the order value. The supplier will also be liable for any additional penalties put forward to us by our customer if he has directly impacted any penalty agreements set forth in our contract with our customer.

Delivery of goods and invoicing:

All deliveries must include a delivery not signed by the relevant person receiving the goods. In the case of direct shipment to our customer a neutral delivery note must be used and a dispatch note signed by the carrier must be furnished to us along prior to invoicing.
After dispatch the invoice must be sent to us. The invoice must under no circumstances be included in the shipment. The invoice must include all order data. Part invoices are only possible, if respective part deliveries have been ordered.
Payment is made, unless otherwise agreed, within 30 days with 3% discount or after 60 days nett. The period of payment begins with receipt of the invoice, however, no sooner than with receipt of the delivery or acceptance of the performance, unless otherwise agreed.
In case of defects of the delivered scope we reserve the right to postpone payment to an appropriate extent until complete clarification of the defects and to deduct a discount for the retained payment even after this time according to point 2.
Invoices will only be accepted for the complete delivery of the relevant purchase order. No invoices will be accepted, unless otherwise agreed or payment terms previously specified, for parts of purchase orders issued.
We reserve the right to inspect the supplier’s manufacturing.

Warranty and defects:

The supplier must adhere to the approved engineering rules, existing safety rules and the agreed technical data, measurements, weights and other characteristics with respect to his deliveries and performances. Manufacturing on the basis of drawings or approved samples must comply with the specifications. In particular, they must be carried out in such way that they comply with the applicable legal regulations at the location specified by us, in particular with respect to technical work equipment, dangerous substances, accident prevention, emission protection and ordinance on workplaces.
The supplier must check our designs, drawings and other specifications for the execution of the performance or for the materials or parts delivered by us or performances of other suppliers, as far as they affect him, with regard to completeness, correctness and suitability for the purpose intended. Should any doubts occur in this respect, the supplier must inform us hereof immediately in writing. If he fails to inform us immediately, he becomes liable himself in this respect.
Within the scope of the legal warranty claims we have the right to demand remedy of defects or replacement delivery on the basis of a contract of purchase as well as a contract of work and services. In this case the supplier is obliged to pay for all expenses incurred (even for us) due to the remedy of the defects or the replacement delivery. In case of withdrawal from the contract these expenses including our costs for assembly and disassembly at the customer’s must be paid by the supplier as contractual costs. In urgent cases we have the right, at the supplier’s expense, to remedy defects ourselves or have them remedied by a third party or to find replacement by other means. If we are entitled to further damages, these remain unaffected.
We reserve the right to inspect the supplier’s manufacturing.

Personal and professional liability:

If we are charged from product liability due to national or international laws, the supplier is obliged to indemnify us from claims for compensation against third parties, as far as he is responsible for the defect causing liability action. Within this scope the supplier is also obliged to pay such expenses, which incur due to or in connection with a call back action initiated by us or other measures remedying or preventing defects. The supplier waives any plea of the statute of limitations, unless we can plead the statute of limitations towards the claimant ourselves.
The supplier is committed while delivery and service to maintain a public and product liability insurance with a minimum coverage of 10 Million Rands per personal injury / property damage. Our claims for damages remain unaffected. Where applicable, the supplier is furthermore committed to take out an Engineering insurance with a coverage equal to the value of the delivery and services to be rendered by him.

Material rights:

Materials/parts provided remain our property and the supplier must store them separately and use them only for our order. The supplier is liable in case of damage or loss even if caused through no fault of his own.
If the goods provided by us are processed with other goods of a third party, we gain co-ownership of the new goods proportional to the value of our goods to the other goods at the time of processing.
The supplier shall insure the goods of which we have sole ownership or co-ownership including the new goods resulting from processing against damage, loss, etc.

Property rights:

All items, models, tools, samples, drawings, designs and documents of any type handed to the supplier remain our property. The supplier must not disclose such items and on request return them to us free of charge at any time. The supplier must not show such items to a third party nor make them accessible any other ways, nor duplicate them nor use them for his own purposes.
The supplier is committed to treat all received information as strictly confidential. The term “information” is to be interpreted widely and this basically includes any illustrative material, such as papers, documents, records, notes, software and other documents in any form of storage. Here, the supplier is obliged to treat the obtained information as carefully as his own matters. Confidential information here may also be those that have become known during an oral presentation or discussion. This also applies to all facts and information referred to in some way as confidential or legally protected. Excluded are publicly known information accessible for everyone. The supplier is committed neither to disclose such information to third parties himself, nor to reproduce, spread or announce those by others or to use it for other purposes. The supplier explicitly assures to stand for any culpable violation of his assistants, vicarious agents and representatives.
All items forming part of the scope including models, designs, documents, software and any parts supplied will become the property of Mechatronics(Pty)Ltd during after final payment. Any information, designs, models, software are to be treated private and confidential through-out the complete project phase.
The title of the goods ordered is passed at delivery, unless property rights already exist according to the above regulations. The supplier waives retention of title with respect to all deliveries being executed.
If in any instance any of the above restrictions are breached, any loss of income incurred by Mechatronics(Pty)Ltd will be for the account of the supplier.

Applicable law:

Place of fulfillment for delivery will be as per the purchase order supplied.
Place of fulfillment for payment will be in Port Elizabeth, South Africa.
Place of jurisdiction for all disputes – including action on a dishonored bill and checks – is Port Elizabeth, South Africa.
The contractual obligations are subject to South African law.