STANDARD TERMS AND CONDITIONS OF SALE AND SERVICE FROM ZERO CELSIUS REFRIGERATION AND AIRCONDITIONING CC
1. APPLICATION
1.1 These terms and conditions shall apply to all goods and services supplied by The Company.
1.2 No variation of any terms set out herein and no indulgence afforded by a party shall be construed as a waiver of The Company’s rights, unless the same is reduced to writing and signed by both parties.
1.3 Further to these standard terms and conditions, each quotation may have specific terms and conditions for a specific item or job. Such terms and conditions shall be considered an addendum to this document and shall be present on such quotations.
1.4 Each clause of these standard terms and conditions is severable, the one from the other and if any one or more clauses are found to be invalid or unenforceable, that clause/clauses shall not affect the balance of these standard terms and conditions, which shall remain of full force and effect.
1.5 This contract contains the entire agreement between the parties and any other terms thereof whether express or implied or excluded here from and any variations, cancellations or additions to this contract shall not be of any force or effect unless reduced to writing and signed by the parties or their duly authorised signatories. The agreement shall be governed by the laws of the Republic of South Africa. The Customer and The Surety, by their signatures hereunder, confirm that the information submitted in this application is true and correct in all respects and that they are entirely familiar with the terms and conditions contained herein.
1.6 No amendment and/or alteration and/or variation and/or deletion and/or addition and/or cancellation, whether consensual or unilateral or bilateral shall be of any force and effect unless reduced to writing and signed by a director of The Company. No agreement, whether consensual, unilateral or bilateral, purporting or obligate The Company to sign a written agreement to amend, alter, vary, delete, add or cancel these terms and conditions shall be of any force and effect unless reduced to writing and signed by a director of The Company.
1.7 No relaxation or indulgence The Company may grant The Customer shall prejudice or be deemed to be a waiver of any of The Company rights in terms of these terms and conditions.
1.8 The Customer shall not cede its rights nor assign its obligations under these terms and conditions. A change in the control of the management, whether through a change of the majority shareholding/membership or otherwise, shall be deemed to be a cession.
1.9 The Company shall at any time in its sole discretion be entitled to cede all or any of its rights in terms of this terms and conditions to any third party in writing timeously to The Customer.
1.10 The headings in this document are included for convenience and are not to be taken into account for the purpose of interpreting this contract.
1.11 The Customer chooses the address appearing on the quotation as its domicilium citandi et executandi for all purposes arising here from including the service of court processes.
2. ACCEPTANCE OF QUOTATIONS AND PAYMENTS
2.1 All orders are subject to stock availability. The Company reserves the right to limit quantities.
2.2 The Company’s quotations are to be construed as estimates.
2.3 Our quotation documents may contain information that is privileged to The Company and The Customer only. Such information may include bill of quantities, design and equipment specification and other trade secrets which are the property of The Company. Sharing or disclosure of our quotations with other parties not involved in the business at hand, parties that have a direct conflict of interest or parties that can use this information to the detriment of The Company are strictly prohibited from being privy to the information contained therein.
2.4 Quotations and terms and conditions document must be signed by the person accepting responsibility for the costs to be incurred. If these documents are signed by another person on behalf of the responsible person, such person shall have the authority to sign on behalf of the responsible person and becomes equally liable for all costs.
2.5 Signed documents must be returned via e-mail, post or in person to our offices before any order for work is confirmed. “Our offices” refers to the contact details and address appearing on our official quotation document.
2.6 Notwithstanding the above, wherever available, an official purchase order shall accompany the signed terms and conditions returned to our offices.
2.7 Confirmation for an order of a service or product is subject to the payment of a 50% (fifty) deposit of the total value of the quotation before any work is planned or started or any product is procured or delivered. Some products and services may require a different payment structure; such will be indicated in that quotations specific terms and conditions. The final payment will become due immediately upon completion of the work or delivery of the goods or as specified in the official quotation. Notwithstanding the 50% balance, the final amount may include items not included in the quotation which may be required to complete the job as required (with specific reference to clause 2.2).
2.8 Where The Company has allowed The Customer to make payment later than when the work is completed or goods delivered, then such period shall not exceed 30 (thirty) days from date of statement. The Customers who are allowed to extend payment up to 30 (thirty) days shall complete an official application for such facility and shall authorize The Company to conduct all necessary checks that may be required for approval of this facility. Late payments will attract interest at the maximum allowed rate of 2% per month and shall accrue as and from the date when payment was due.
2.9 Any medium used for payment such as the post, internet, etc. shall be deemed to be The Customer’s agent and shall be used at The Customer’s own risk.
2.10 Services fees and other bank charges incurred for any form of deposit (cash or cheque) into The Company’s bank account will be for The Customers’account. As a general rule, The Customers are required to increase their payment by two (2) % of the total amount being paid when depositing cash into The Company’s bank account.
2.11 The Company shall have the right to withhold the supply of goods and/or services and to exercise its full legal rights as set out in the various acts and laws that govern South Africa for any amounts that are overdue or unpaid or where The Company has adequate reason to believe that such payments are at risk.
2.12 Should any amount not be paid by The Customer on the due date, then the full outstanding amount which The Customer may owe The Company shall become due and payable immediately, whether in respect of the goods in question or for any other reason, including amounts which are payable in the future.
2.13 Should there be a query, pending investigation, “snag list” or disagreement between The Customer and The Company regarding the service provided or goods supplied, either directly or indirectly linked to the issue at hand, all payments due for costs incurred to that point in time by The Company will still remain payable as per clauses set out herein whilst an investigation is pending, snags are being attended to, or a decision is being considered.
2.14 Payments shall be allocated at The Company’s discretion, generally in order of date (oldest to newest) with emphasis on outstanding invoices.
2.15 Payment to The Company shall not be dependent on factors beyond its control, namely:
2.15.1 The Company is not able to complete or progress with its work or supply of goods due to a delay by another contractor or process in which The Company is not involved in. This includes any other works or processes that may need to be completed first before The Company is able to proceed with its work or supply of goods.
2.15.2 Where The Company is a sub-contractor to a main contractor or any other person acting as such, The Company is completely independent of the main contractor or like persons. Where a main contractor or the like exists, such persons shall assume the responsibility of The Customer and become fully liable for any outstanding payments.
2.15.3 Where The Customer or main contractor retains outstanding money as part of its retention plan, The Company will not be obliged to agree to or enter into this retention plan nor enter into a separate contract that contradicts its own terms and conditions. The Company has its own mechanisms in place to ensure work is delivered as agreed upon.
2.16 Where an official quotation does not exist (e.g. as in the case of call outs and equipment breakdowns) or where The Customer chooses not to receive an official quotation, then such services and/or products shall be charged for according to the information provided on a job card at the relevant rates from time to time which The Customer is expected to sign upon completion of such work or delivery of such goods. Failure to sign the job card does not absolve The Customer’s responsibility for payment.
2.17 Any payment arrangement which may be entered into between The Company and The Customer shall not constitute a novation of the debt or these terms and conditions. Consequently, should The Customer fail to pay in terms of such arrangement, or should such arrangement prejudice The Company’s rights in any way, The Company’s rights are reserved to proceed at any time, without notice, for the payment of the full debt.
2.18 Consent to jurisdiction, Notwithstanding the amount which may at any time be owing by The Customer to The Company, the parties do hereby consent, in terms of Section 45 of the Magistrates Court Act (No 32 of 1944 as amended), to the Jurisdiction of the Magistrate’s Court for the determination of any action or proceeding which may be brought by The Company against The Customer arising out of any transaction between the parties, it being recorded that The Company shall be entitled, but not obliged, to bring any action or proceeding in the said court.
2.19 Should The Company instruct its attorneys or collection agent to collect any overdue amounts, or to take any action against The Customer in the implementation or protection of The Company’s rights, The Company shall be entitled to the recovery of all legal or collection costs arising there from, on the scale as between attorney, agent or collection agency and own client.
2.20 Consent to sharing information: The Customer and any person who may sign the enclosed ACCEPTANCE OF SURETY clause contained further in this document specifically warrants that The Company has consent to;
2.20.1 carry out a credit enquiry from time to time with one or more credit bureaus, credit information agents, credit insurance companies or other creditors (trade references) of The Customer in terms of this agreement.
2.20.2 The Company may transmit details to credit bureaus, credit information agents, credit insurance companies or other creditors of The Customer on how The Customer has performed in meeting his/her/its obligations in terms of this agreement. Such information shared is for purposes of making risk management decisions and preventing fraud.
3. VALIDITY AND PRICES
3.1 Quotations shall remain valid for 14 (fourteen) days only from the date thereof unless otherwise specifically stated on an official quotation.
3.2 Prices quoted are subject to variation (increases only), dependent on circumstances either beyond or in The Company’s control. In such circumstances the fourteen (14) day validity shall fall away. Such circumstances may include, but is not limited to:
3.2.1. exchange rate fluctuations;
3.2.2. supplier/manufacturer price increases;
3.2.3. freight, insurance and transport costs;
3.2.4. company price increases;
3.2.5. items, prices or services erroneously omitted during calculation of a quotation or design of an installation;
3.2.6. items required that may not be immediately apparent to The Company’s representative when doing a site/job evaluation, design or specification;
3.2.7. prices only valid while stocks last. The Company reserves the right to limit quantities;
3.3 The Company’s pricing is fixed and discounts and credits are at the discretion of The Company’s management only. No employee or representative of the company shall engage in such discussions or show any intent of offering (either directly or indirectly) discounts and credits and The Customer acknowledges that should such communication be made; it shall remain invalid.
3.4 The Company does not charge for general quotations on products and/or services. However, where specification, design, calculation, subject matter knowledge and trade secrets are required in preparation of such quotation/estimates and designs and if The Customer chooses another supplier/contractor to execute the work or supply the goods, then The Company shall charge The Customer what it deems to be a reasonable fee for the consultancy services it has rendered.
3.5 It is hereby agreed upon that The Company shall have the right to charge a “call out” fee for tests and diagnostics on equipment at the relevant applicable rate from time to time. Such fees may include travel and any other costs incurred.
3.6 Labour hours are chargeable to the next full hour (e.g. 2 hours, 15 minutes charged as 3 hours).
3.7 Travel costs are calculated from The Company’s registered offices to The Customer’s site of work per trip and to and from the different sites. Distances will be calculated according to the specific route used on the day and not by generic means.
4. DELIVERY OF SERVICES AND GOODS
4.1 Any official document of The Company signed by The Customer and/or its authorized representative and/or its nominated agent and held by The Company, shall be prima facie proof that delivery and/or service was rendered to the satisfaction of The Customer and has accepted liability for any payments due to The Company. Refusal to sign off on the goods/service rendered does not absolve The Customer from payment and these terms and conditions and The Customer remains equally liable for all costs.
4.2 Any times scheduled for delivery of goods and/or services shall be merely an estimate. The Company shall not be held responsible or liable for any delays for any reason whatsoever, which will not entitle The Customer to cancel the order or to claim damages. It is specifically agreed, that in respect of this agreement, time is not of the essence.
4.3 Risk in the goods shall pass onto The Customer immediately upon signature of any document acknowledging receipt thereof by the customer, its representative or its agent. Notwithstanding the passing of risk, ownership in all goods shall remain vested in The Company until the full purchase price has been paid. In the event of a breach of any of these terms and conditions by the customer, or if the customer is sequestrated or placed under liquidation or judicial management or commits any act of insolvency or enters into any compromise with its creditors or fails to satisfy a judgement granted against it within 7 (seven) days of the date of judgement, or changes the structure of its ownership, The Company shall be entitled to take possession of the goods without prejudice to any further rights vested in The Company and is hereby irrevocably authorised to enter upon The Customer’s premises to take possession of such goods.
4.4 Where services and/or goods are requested/ordered and then cancelled for reasons beyond The Company’s control, then such cancellation shall be done within 4 (four) hours of the first request/order. An admin fee of 10 % (ten) of the estimated value of the cancelled service shall be charged for cancellations later than 4 (four) hours. A “call-out” fee will be chargeable where The Customer does not inform The Company of its cancellation and The Company subsequently dispatches a technician as per The Customers initial request
5. SPECIFICATIONS OF GOODS AND SERVICES
5.1 Descriptive matter, weights, dimensions, specifications and performance figures appearing in official document provided by The Company are approximate only and are subject to modifications and updates without notice. The Company shall be under no liability whatsoever in respect of any failure to achieve, provide or obtain such requirements within reasonable limits.
5.2 The Company reserves the right to supply alternate goods or services of a similar quality and performance where goods or services originally quoted for are unavailable for any reason whatsoever. Such alternatives shall not disadvantage either parties in any way unless there is a change in the prices quoted to suit the alternative goods or services.
5.3 Where goods are supplied per the specifications of The Customer, The Company or its suppliers will not be liable for the efficient working nor the fitness of those goods for the purpose for which they are supplied whether said purpose is known to The Company or not.
5.4 Where goods are supplied by The Customer, additional charges may be attracted over and above those quoted for, where such goods are not of a standard nature that The Company may be familiar with, causes a delay in the progress of the work or leads to additional or alternate materials/equipment/tools/work required to install it. Such decision on the nature of the goods rests solely with The Company
5.5 Goods or equipment returned by The Customer is subject to a 20% (twenty) handling fee of the total amount of the returned goods or equipment. The Company reserves the right not to accept goods for returns if they have been used, damaged, tampered with or already installed or removed from its original packaging. Items ordered specifically for The Customer or a specific job/project may not be returned.
6. WARRANTY
6.1 Save to the extent provided in these conditions, The Company gives no guarantees or warranties, express or implied, nor makes any representations of any nature whatsoever in respect of the materials utilized in any goods supplied or installed or repairs effected by it, nor as to the fitness of any such goods, nor their performance, specifications or safety, installations or repairs for any purpose for which they are required whether such purpose be communicated to The Company or not. The sole liability of The Company shall be as provided by their terms of the warranty hereinafter set out.
6.2 Where goods are supplied by The Customer, such goods are handled and installed entirely at The Customer’s risk and The Company will not be liable for any warranty, guarantee or defects (latent or patent) on those goods. Call-outs to attend to such goods will be charged for at the relevant applicable rates from time to time.
6.3 There shall be no warranty/guarantee on existing equipment regardless if worked on by The Company. Where existing equipment is the cause for failure of new equipment, then the new equipment warranty/guarantee shall fall away. There shall be no warranty / guarantee on refrigerant (gas) leaks regardless if such leaks are existing or new.
6.4 Where the primary supplier or manufacturer of goods supplied has its own terms and conditions for the sale, installation, use and warranty/guarantee of such goods, then their specific terms and conditions will be considered in conjunction with those contained herein. It is to be noted that supplier/manufacturer warranties/guarantees may be considered for defective goods only (where defective refers to a manufacturing process that has caused the defect or failure) and does not cover workmanship (labour) and other items (consumables, travel, subsidiary equipment) required to diagnose and/or rectify such failures and as such will be charged for additionally.
6.5 Warranty periods specific to a piece of equipment or goods shall be stated on that specific official quotation / invoice document. Where there is no mention of any warranty, guarantee or their validity period, then such products and/or services shall be understood to be supplied without any warranty or guarantee.
6.6 Warranties are calculated from the date of sale or installation, whichever occurs first.
6.7 Installations and/or repairs are warranted against substandard workmanship (where substandard refers to fault or defects in the operation of the equipment that can be specifically attributed to substandard workmanship by The Company for a period of 3 (three) months or as specifically stated on an official document of The Company.
6.8 All Warranty claims are limited to 1 (one) claim per item for the duration of the warranty.
6.9 Validity of warranties for new equipment/goods and services supplied by The Company is subject to the following criteria:
6.9.1 Requesting and purchasing a service/maintenance contract with The Company for the relevant piece of equipment. It is to be noted that a service contract needs to be entered at the inception of the equipment’s sale or installation (whichever occurs first). Should the Customer choose not to enter a service contract, then responsibility to request such services within 7 (seven) days of the equipment’s specified service interval will lie with The Customer. Service intervals specific to each piece of equipment/component shall be stated on an official quotation/invoice. Where no service interval is specified, it is understood to be a quarterly interval (every 3 months from date of installation or first use).
6.9.2 Electronic equipment and electrical switchgear is limited to “out of box” failure claims only which is strictly 7 (seven) days from date of sale, installation or use (whichever occurs first).
6.9.3 Any warranties / guarantees will be deemed to be null and void where failure is due to the following factors: Natural causes (lighting, rain, hail, snow, wind, harsh weather conditions, conditions outside allowed/design limits, etc.); power surges, voltage fluctuations and spikes, phase reversal and phase failure conditions; unauthorised persons (without permission of The Company) working on equipment; abuse or negligence in the use or operation of the equipment; use of equipment other than that it was intended for; equipment incorrectly specified/designed or installed or where The Customer specifies his/her own equipment; accidental damage; theft; fair wear and tear in the opinion of The Company; equipment/goods that have been modified, altered or repaired in any manner which, in the opinion of The Company, has caused the alleged defect, or has altered it performance or reliability.
6.9.4 Any claims under this warranty should be made by The Customer within 7 (seven) days of the alleged defect or fault becoming apparent in writing to The Company and submit full particulars of the claim and of the reason therefore stating in such the date of purchase and full relevant including original invoice and serial numbers of the relevant product or service.
6.9.5 Unless otherwise requested by The Company, returns of the alleged defective part to The Company must include the carriage paid.
6.10 The Customer warrants that all specifications, requirements and information provided to The Company in respect of any request to supply the goods or services was true, accurate, complete and provided all material facts and acknowledges that The Company shall not accept the return of goods in breach of this warrant
6.11 The Company shall not be obliged to uphold any warranty or guarantee on goods and equipment it has not supplied nor services it has not rendered regardless of whether such goods or services are linked (directly or indirectly) to any claim, defect or equipment failure.
7. PROOF OF CLAIMS
7.1 Any claims against The Company must be submitted in writing to The Company’s management within 7 (seven)days of completing the job or supply of goods. Where The Company’s management believes there are grounds for a claim, it will be directed to The Company’s insurers and handled by them. The Company will not be held responsible for any decisions made by the insurer. If the insurer has decided not to honor the claim, then such claim shall be deemed null and void and the decision is final. No monies due and owing to The Company shall be withheld in the event of a claim.
8. RESTRAINT OF TRADE
8.1 No Customer shall engage directly with employees of The Company regarding additional goods or services or offer employees money or reward for such goods or services. Such requests shall be made to The Company’s management or authorized staff.
8.2 "Moonlighting" is strictly disallowed and any employee found to be guilty of such practices will be disciplined accordingly. The Customer hereby acknowledges that should such an event occur on a site/premises deemed to be that of The Customer, he/she will form part of the investigation and may become liable for costs incurred by The Company to the fullest extent of the law should he/she be involved in such act.
9. THE CONSUMER PROTECTION ACT
9.1 The Customer specifically acknowledges, confirms and warrants that, due to the nature of the goods/services sold, The Customer has made itself acquainted with all aspects of the goods/services, not restricted to but including the dimensions, weight, nature, capacity, output, specifications, operations, installation requirements and servicing requirements. The Customer warrants that the goods purchased are specifically suitable for the purposes they are purchased.
9.2 Transport or removal from The Company’s premises shall be at The Customer’s cost.
9.3 The Customer acknowledges that, prior to delivery of the goods sold, it shall be afforded an opportunity to properly examine and evaluate the goods; and hereby waives all rights in the event that proper examination and evaluation of the goods has not been made, has been declined, or has been waived or ignored by The Customer, its representative or its agent, who accepts delivery of the goods by or on behalf of The Customer.
10. LIABILITY WAIVER / DISCLAIMER
10.1 This liability disclaimer covers The Company, its employees, directors, members, shareholders and any of its representatives and is herein further referred to as The Company.
10.2 Upon acceptance of The Company’s standard terms and conditions, The Customer hereby releases The Company from any and all liability, claims, demands, actions, and causes of action whatsoever arising out of or related to any loss, damage, or injury, including death, that may be sustained by me or any other persons in, on and upon my or The Company’s premises, or to any property belonging to me or has any association to me, while in, on or upon my or The Company’s premises , or otherwise and regardless of whether such liability arises in tort, contract, strict liability, or otherwise, to the fullest extent allowed by law. I voluntarily assume full responsibility for any risks of loss, property damage, or personal injury, including death, that may be sustained by me or any other person, or any loss or damage to property owned by me or has any association to me whilst in, on or upon my or The Company’s premises.
10.3 Goods belonging to The Customer and in the care of The Company are handled and stored entirely at The Customers risk. The Company shall not be held liable for any claims arising from the damage or loss of such goods.
LEGAL NOTICE
By accessing the Zero Celsius Refrigeration & Airconditioning CC web site (the 'Site') you agree to the following terms and conditions (collectively referred to as the 'Legal Notice'.) If you do not agree to the following terms and conditions, you may not access this site.
If you breach any of the terms and conditions of the Legal Notice, your authorisation to use the Site automatically terminates.
Zero Celsius Refrigeration & Airconditioning CC web site reserves the right to change the terms and conditions of the Legal Notice from time to time at its sole discretion. Your use of the Site will be subject to the most current version of the Legal Notice available on the Site.
Trademark
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Zero Celsius Refrigeration & Airconditioning CC web site does not warrant that access to the Site and its content will be uninterrupted or error-free. The Site and all its content are provided on an "As is" basis, without warranty of any kind, either express or implied, including, but not limited to warranties of title or non-infringement, or implied warranties of merchantability or fitness for a particular purpose, is made in relation to the availability, accuracy, reliability or content of the Site.
Neither Zero Celsius Refrigeration & Airconditioning CC web site , or any of its contractors involved in creating, producing or delivering any of the contents of this Site shall be liable for any direct, indirect, incidental, special, consequential or punitive damages, lost profits or losses for business interruption arising out of the use or inability to use this Site, even if Zero Celsius Refrigeration & Airconditioning CC web site has been advised of the possibility of such damages.
Zero Celsius Refrigeration & Airconditioning CC web site assumes no responsibility, and shall accept no liability for, any damages to, or viruses that may infect your computer equipment or other property on account of or arising out of your use of or access to this Site. Some jurisdictions do not allow exclusion of certain warranties or limitations of liability, so the above limitations or exclusions may not apply to you. The liability of Zero Celsius Refrigeration & Airconditioning CC web site in such case would be limited to the fullest extent permitted by law.
Electronic submission of materials
By submitting materials to Zero Celsius Refrigeration & Airconditioning CC web site by means such as electronic mail or via forms available on the Site, you agree that:
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Data Privacy Policy
Zero Celsius Refrigeration & Airconditioning CC web site is committed to protecting the privacy of the personal and confidential information that you submit to Zero Celsius Refrigeration & Airconditioning CC web site. This information is used to allow us to process your questions and submissions efficiently and to personalise the service that we provide to you.
What information do we request and how do we use it?
When you contact us to request information we may require you to provide your name and contact details. You may also provide us with specific information relating to your request. This information is necessary to allow us to identify which of our staff, distributors or affiliates is in the best position to deal with your request and to contact you with the necessary information or advice.
You also have the option of submitting your profession on the request form. This assists us in identifying the level and type of technical information you may require.
Information on how you found the Site (where provided) is used for marketing and statistical purposes.
Are there any security concerns?
Zero Celsius Refrigeration & Airconditioning CC web site has no control over the Internet or parts of the Internet responsible for transferring your requests and information to Zero Celsius Refrigeration & Airconditioning CC web site. Therefore you are solely responsible for the security of your personal information until it is stored on the Zero Celsius Refrigeration & Airconditioning CC web site server.
Requests for further information
Zero Celsius Refrigeration & Airconditioning CC web site may pass the information you supply on to a distributor or an affiliate so that your request may be dealt with appropriately.
All personal and confidential information held by Zero Celsius Refrigeration & Airconditioning CC web site shall be stored on a secure password protected system. Only authorised personnel have access to this system.