Standard Conditions of Sale

Last Updated: January, 2023

At Basterfield, we strive to provide our customers with the best products and services. In order to ensure a clear understanding of our expectations and responsibilities, we have put together these Standard Conditions of Sale. By reviewing and agreeing to these terms, we can ensure a smooth and successful transaction for both parties.

Our Standard Terms and Conditions of Sale (the “Terms”) govern the sale of all goods and services provided by us. The Terms apply to Basterfield Engineering (Pty) Ltd and its affiliates (collectively, “us”, “we”, or “our”). The terms have been categorized into the following sections for ease of reading and understanding:

Pricing
Lead Time
Drawings and Specifications
Orders
Payment
Delivery of Goods
Title and Ownership
Acceptance
Installation
Warranty and Returns
Intellectual Property Rights
Governing Law and Jurisdiction
Dispute Resolution
Intellectual Property Indemnification
Damages and Liability
Force Majeure
Data Protection and Processing
Termination
Transfer of Rights

By purchasing or using any of our goods or services, you agree to be bound by these Terms. It is important that you read these terms carefully and make sure that you understand and agree to them before making any purchase or using any of our goods or services. Failure to do so may result in misunderstandings or disputes. If you do not agree to these Terms, please do not purchase or use our goods or services.

Any changes to these Terms or to the resulting contract must be made in writing. The customer’s terms and conditions will not apply unless explicitly agreed to in writing.

If any provision of these conditions is found to be invalid or unenforceable, it will not affect the validity of the other provisions and the overall contract will remain in effect. The relevant laws or an agreed upon regulation will take the place of any ineffective or invalid provision.

1. Pricing

Prices quoted by us are based on the costs of materials, labour, and overhead at the time of quotation and are subject to change without notice.
All prices are exclusive of VAT, which will be added at the prevailing rate at the time of invoice.
Prices are based on costs, taxes, and duties at the time of quotation, and any changes in these costs, taxes or duties that occur outside of our control, may result in an adjustment of the price.
Prices quoted are based on the quantity, specifications, and delivery conditions agreed upon at the time of quotation or invoice. Any changes to these factors may result in an adjustment of the price.
Prices quoted are valid for 10 days unless otherwise stated in the quotation or invoice, after which they are subject to change without notice.
Prices are, unless otherwise stated, exclusive of packaging.
Prices quoted are ex-works our facility in Ekurhuleni, unless otherwise stated. The cost of transportation, insurance, and any other costs associated with delivery of the goods to the customer’s specified delivery address are not included in the price and will be charged separately.
The quoted price includes all certificates and documents in English required for a sale in South Africa. Additional documentation, such as SADC Certificates of Origin, are excluded unless otherwise specified and are subject to an additional cost.
Prices quoted are subject to errors and omissions (E&OE), and any errors or omissions in pricing will be corrected by us.
All prices are confidential and should not be shared with third parties

2. Lead Time

The supply of all goods is subject to a quoted lead time. Quoted lead times are in South African working days and exclude dates we are closed, unless otherwise stipulated in writing. Quoted lead times are given in good faith but should be treated as estimates only and are calculated from the date of receipt of a deposit, a written order to proceed, and all necessary information and drawings
Lead times do not include delivery times, where delivery is arranged by us on behalf of the customer.
The lead time for supply shall be as agreed upon between us and the customer and specified in the quotation, invoice, or other written documentation.
We shall use commercially reasonable efforts to meet the lead time specified but shall not be liable for any damages arising from delay or failure to supply.
In the event that we are unable to meet the lead time due to causes beyond our control, the lead time will be extended for a period equal to the duration of the delay.
In the event of a delay in supply, the customer will not have the right to cancel the order or seek damages.
Changes to the order may incur additional costs and may prolong the lead time.
We reserve the right to supply goods in multiple installments based on production schedules and stock availability.
When goods are supplied in multiple installments, each delivery will constitute a separate contract, and failure to supply one or more installments will not entitle the customer to treat the entire contract as repudiated.

3. Drawings, Specifications and Illustrations

Drawings and specifications provided by us are for the exclusive use of the customer and should not be shared with any third party without our prior written consent.
Drawings and specifications provided by us are based on the best information available at the time of preparation and are subject to change without notice.
We will not be held responsible for any inaccuracies or errors in the drawings and specifications provided.
The customer is responsible for verifying the accuracy of the drawings and specifications provided and should notify us of any errors or inaccuracies.
Changes to the drawings and specifications made at the customer’s request may incur additional charges.
Illustrations, images, or photographs of the goods found in our websites, product catalogues, brochures, or other marketing materials are intended for general reference and informational purposes only.
Such illustrations, images, or photographs are not binding and do not form part of the contract between us and the customer.
We do not guarantee that the goods supplied will be exactly in accordance with any illustrations, images, or photographs provided.
The customer acknowledges that the goods may vary from any illustrations, images, or photographs provided.
The customer acknowledges that it is their responsibility to ensure that the goods ordered meet their specific requirements and that any variations from any illustrations, images, or photographs provided do not affect the customer’s intended use of the goods.
All drawings, specifications and illustrations provided by us will remain our property and must be returned to us upon completion of the supply of goods or upon termination of this agreement.
The customer will not use any drawings, specifications and illustrations provided by us for any purpose other than the supply of goods under this agreement without our prior written consent.

4. Orders

All orders for goods or services from us should be made in writing and must include sufficient information to allow us to proceed with the order, such as product or service codes, reference to any relevant quotation, and any other information required by us. Please note that goods are made-to-order and that changes to the order may result in additional costs.
Compliance with the payment terms section of these Terms and any other relevant clauses is required in order for an order to be binding.
We reserve the right to accept or decline any order, in whole or in part, at our discretion.
If we accept an order, a written confirmation of the order will be sent to the customer.
Any changes or additions to an accepted order should be made in writing and submitted to us for approval. Additional charges for changes or additions to an order will be billed to the customer.
Any drawings, specifications, or other documents submitted with an order shall remain the property of us and shall be returned to us upon the completion of the order or upon the termination of this agreement.
In the event that the customer cancels an order containing made-to-order goods, we reserve the right to invoice relevant cancellation fees equivalent to the expenses incurred by us.

5. Payment

A 50% deposit is required for made-to-order items, with the remaining balance due before collection. For items in stock, full payment is required upfront.
Full payment is required before collection of the goods. We accept payment via electronic funds transfer or cash deposit to our bank account.
Payment must be made in the billing currency displayed on the invoice unless otherwise agreed in writing by us.
Any trade or volume discounts will only apply if payment is made within the terms outlined in these conditions.
In the event that the customer defaults on payment, we reserve the right to charge interest on the outstanding balance at a rate of 2% per month or the maximum legal interest rate allowed by law, whichever is lower.
In the event of non-payment, we reserve the right to suspend or terminate any ongoing or future deliveries, services, or projects related to this agreement without any liability to the customer.
The customer agrees that in the event of non-payment, we reserve the right to recover any goods supplied under this agreement.
The goods shall remain free of pledges or other encumbrances until they have been fully paid for.
Quotations and invoices are sent E & OE.

6. Collection and Delivery of Goods

Our prices are based on ex-works from our facility in Ekurhuleni and do not include delivery unless otherwise specified in writing.
We will inform the customer in writing when the goods are ready for collection from our facility.
If the customer fails to collect the goods within 30 days of notification that the goods are ready for collection, we reserve the right to cancel the sale and sell the goods to recoup any costs incurred. Any costs incurred by us as a result of non-collection, including storage and handling fees, will be the responsibility of the customer.
Where goods are supplied in instalments, we will not be liable for any increase in costs associated with collection or delivery.
We can arrange delivery through a third-party carrier on behalf of the customer at an additional cost to the customer.
The risk of loss or damage to the goods shall pass to the customer upon collection of the goods by the customer, upon collection by the customer’s third-party carrier, or upon collection by a third-party carrier arranged by us on behalf of the customer.
The customer is responsible for inspecting the goods upon collection or delivery and for notifying us of any defects, damages, or short deliveries within 5 working days of receipt.
If the customer fails to inspect the goods upon delivery or fails to notify us of any defects, damages, or short deliveries within 5 working days of collection or delivery, the goods shall be deemed to be accepted by the customer in good condition, and we shall have no liability for any defects, damages, or short deliveries.
Where we are responsible for arranging delivery on behalf of the customer, delivery of the goods shall be made to the customer’s specified delivery address at street level and ground floor only. We will not be responsible for moving the goods into position within the customer’s premises.
The customer shall provide all necessary information and documentation required for delivery, including but not limited to, delivery address, contact person, and special delivery instructions.
Additional costs incurred in a failed delivery due to incorrect or incomplete delivery information submitted by the customer will be for the account of the customer.
If the customer is unable to take delivery of the goods on the agreed delivery date, we may charge the customer for any additional costs incurred as a result of the delay, such as storage fees or redelivery costs.
If the customer requests delivery to be postponed, we may charge the customer for any additional costs incurred as a result of the postponement, such as storage fees or redelivery costs.
We will use reasonable efforts to deliver the goods within the estimated delivery time stated in the quotation or invoice, but delivery dates are approximate only and we shall not be liable for any delay in delivery of the goods caused by events beyond our reasonable control.
We will not be held liable for damage incurred to goods-in-transit following hand-over to either the customer or third-party carrier.
Our prices are quoted exclusive of packaging. It is the customer’s responsibility to advise us of the nature of transport and to ensure we quote and supply appropriate packaging.
We do not accept the return of any packaging which becomes the customer’s property, except for pallets and crates.
The customer is responsible for obtaining any necessary permits, licenses or clearances required for the import, export, transport or delivery of the goods.

7. Title and Ownership

Title to the goods shall not pass to the customer until all claims arising from the business relationship with the customer have been met.
If the customer defaults on payment, we reserve the right to repossess the goods and the customer shall be liable for any costs incurred in connection with such repossession.
Until title to the goods passes to the customer, the customer shall hold the goods as our fiduciary agent and shall keep the goods properly stored, protected, and insured, and clearly identified as our property.
If the customer sells the goods before title to the goods has passed to the customer, the customer shall hold the proceeds of sale in trust for us and shall immediately account to us for such proceeds. The customer shall also ensure that the third party to whom the goods are sold is aware that the goods are sold subject to a retention of title and that the property in the goods shall not pass until payment is made in full to us.
The customer acknowledges that delivery of the goods will be arranged by the customer at their own cost and risk.
When the goods are handed over to the customer’s third-party carrier, the risk for the goods shall be transferred to the customer and the customer will need to ensure that the goods are properly insured.
We can arrange delivery of the goods by a third-party carrier on behalf of the customer, but the risk for the goods remains with the customer once the goods have been handed over to the carrier. The customer will need to ensure that the goods are properly insured.

8. Acceptance

All goods and services provided by us shall be deemed accepted by the customer upon supply, unless the customer notifies us in writing of any nonconformity within 5 working days after receipt.
Acceptance of goods or services by the customer shall be deemed a waiver of any and all claims for nonconformity of such goods or services, except as provided in this agreement.
Any goods returned by the customer for nonconformity must be accompanied by written notice specifying the alleged nonconformity and the invoice number.
We shall have the right to inspect any goods alleged to be nonconforming and to conduct any tests deemed necessary to determine the cause of any nonconformity.
If we determine that the goods are nonconforming, we shall, at our option, repair or replace the goods, or credit or refund the purchase price.
If we determine that the goods are conforming, the customer shall be liable for all costs of inspection and testing, including but not limited to transportation, handling, and storage charges.
Our determination of whether goods are conforming or nonconforming shall be final and binding on the parties.

9. Installation

Unless otherwise stated in writing, our prices are quoted exclusive of installation and commissioning.
Installation services, if any, will be provided by us or our authorized representative.
The customer shall provide all necessary information, facilities, and personnel to enable us to provide the installation services in a safe and efficient manner.
The customer shall be responsible for obtaining all necessary permits, licenses, and approvals required for the installation of the goods.
The customer shall be responsible for providing a suitable and safe installation site, including but not limited to, preparation of the foundation, provision of electrical power and other utilities, and compliance with all applicable safety and health regulations.
The customer shall be responsible for any additional costs incurred as a result of delays caused by the customer, including but not limited to, delays caused by the customer’s failure to provide necessary information, facilities, and personnel, or delays caused by the customer’s failure to obtain necessary permits, licenses, and approvals.
The customer shall be responsible for any damages or injuries caused by the customer, its employees, agents, or subcontractors, and shall indemnify us for any damages or injuries caused by the customer’s negligence or misconduct.
The customer shall be responsible for any damages or injuries caused by the customer’s failure to comply with the instructions provided by us or our authorized representative regarding the installation and commissioning of the goods.

10. Warranty and Returns

We warrant that the goods sold hereunder shall be free from defects in materials and workmanship under normal use and service for a period of 12 months from the date of supply, unless otherwise specified.
This warranty shall not apply to any goods that have been subject to misuse, abuse, neglect, accident, modification, or improper installation, or to goods that have been repaired or altered outside of our facility.
Defects must be immediately reported in writing within five working days of their discovery.
If the goods found to be defective during the warranty period have been or are repaired by persons other than us, we will not be held responsible for any defects and the warranty will be voided.
Before any warranty claim can be considered by us, the defective goods must be promptly returned to us, along with any requested documentation. The customer will be responsible for the cost of shipping the goods to our facility and for ensuring that the goods are appropriately insured during transit.
We shall have the right to inspect any goods returned by the customer and to conduct any tests deemed necessary to determine the cause of the alleged breach of warranty.
If we determine that the goods are conforming, the customer shall be liable for all costs of inspection and testing, including but not limited to transportation, handling, and storage charges.
The customer accepts that our opinion in respect of a warranty claim is final and binding upon the customer.
If special tests are required in relation to a warranty claim, they will be conducted at our facility in Ekurhuleni unless otherwise agreed. The customer or their representative may be required to be present during the test, and additional charges may apply. If the customer fails to attend the test within 5 working days after being notified that the products and equipment are ready for testing, the test will proceed in their absence, and the results will be deemed to have been conducted in the customer’s presence.
The customer’s sole and exclusive remedy for a breach of this warranty shall be the repair or replacement of nonconforming goods, or a refund of the purchase price, at our option.
This warranty does not cover any goods or components not manufactured by us but by third party suppliers. For such goods, the manufacturer’s warranty will apply. The customer is only entitled to the benefits that we may receive under any guarantee given in respect of goods not manufactured by us.
Any warranty claims for third party goods must be directed to the respective manufacturer and we will not be held liable for any defects or issues arising from such goods.
This warranty explicitly excludes glass and consumable supplies.
Electrical equipment is adversely affected by power surges and lightning and is expressly excluded from this warranty and in areas where this problem is experienced it is suggested that suitable power surge protection is fitted to the electrical installation. Consult a qualified local electrical contractor before installation.
We shall not be liable for any direct, indirect, incidental, consequential, or special damages, including but not limited to loss of profits or revenues, arising out of or in connection with the goods sold hereunder, whether such damages are based on contract, warranty, tort (including negligence), strict liability, or any other legal theory.
This warranty shall only apply to purchases made within the territory of South Africa. Any goods exported from South Africa will not be covered by this warranty. Warranty claims for products purchased or used outside of South Africa will not be honoured.
Any goods returned by the customer must be accompanied by a return merchandise authorization (RMA) number issued by us and must be returned to our premises in Ekurhuleni, South Africa within 10 working days from receipt. The customer is responsible for obtaining a RMA number from us.
Goods must be returned by the customer in their original packaging and in the same condition as when supplied by us.
Goods must be returned accompanied by a tax invoice. The customer is responsible for obtaining the tax invoice for the returned goods.
We reserve the right to charge a processing fee amounting to 15% for any goods returned for any reason other than non-conformity with the warranty.
For goods manufactured-to-order, refund of the returned goods is subject to us securing a sale for the returned goods. Upon invoicing of the new sale, we will process the refund less the determined processing fee and any costs incurred in repairing, repackaging, or the like, to enable goods to be resold.
Refunds will be processed within 5 working days from issuance of a credit note. We provide no guarantee that the funds will have reflected in the customer’s account before the end of that time period.
This warranty and return policy shall be the customer’s sole and exclusive remedy for any claims for breach of warranty or for any other claims arising out of or in connection with the goods sold hereunder.
Disputes arising from the warranty and returns policy shall be handled in accordance with the Dispute Resolution section of this document.

11. Intellectual Property Rights

All intellectual property rights, including patents, trademarks, copyrights, trade secrets, and other proprietary rights, in the goods and services provided by us under this agreement, as well as in any product brochures, specifications, illustrations, drawings, and other similar materials provided by us, are and shall remain the sole property of us. The customer shall not acquire any rights, express or implied, in such intellectual property, other than the limited right to use such intellectual property in accordance with the terms of this agreement.
The customer shall not remove, alter, or obscure any proprietary or trademark notices placed on or contained within the goods, services, product brochures, specifications, illustrations, drawings, or other similar materials provided by us without our prior written consent.
The customer shall promptly notify us of any unauthorized use or infringement of our intellectual property rights of which the customer becomes aware and shall cooperate with us in any legal action taken by us to enforce our intellectual property rights.

12. Governing Law and Jurisdiction

This agreement, including any matters related to its validity, interpretation, performance, and breach, shall be governed by and construed in accordance with the laws of the Republic of South Africa, without giving effect to any conflict of laws provisions.
We and the customer agree that any dispute arising out of or relating to this agreement, including any question regarding its existence, validity, termination or breach, shall be resolved exclusively in the courts of the Republic of South Africa. The parties hereby irrevocably submit to the jurisdiction of such courts for such purposes.
We and the customer agree that any legal action or proceeding arising out of or related to this agreement shall be brought exclusively in a court of competent jurisdiction located in Ekurhuleni, South Africa. We and the customer hereby irrevocably waive any objections to the laying of venue of any such action or proceeding in such court and any claim that any such action or proceeding brought in any such court has been brought in an inconvenient forum.

13. Dispute Resolution

Any dispute arising out of or relating to this agreement, including any question regarding its existence, validity, interpretation, performance, termination, or breach, shall be resolved by final and binding arbitration in accordance with the provisions of the Arbitration Act of 1965.
The arbitration shall be conducted by a single arbitrator appointed in accordance with the rules of the Arbitration Foundation of South Africa or any other institution or body agreed upon by the parties.
The arbitration shall be held at our registered office in Ekurhuleni, South Africa and conducted in the English language.
The arbitration award shall be final and binding on the parties, and may be entered as a judgment in any court of competent jurisdiction.
The parties shall bear their own costs of the arbitration.
The customer acknowledges and agrees that the arbitration provisions in this section are an essential element of the bargain between the parties, and that in the absence of such provisions, the terms of this agreement would be substantially different.

14. Intellectual Property Indemnification

The customer shall indemnify and hold us harmless from any and all claims, damages, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or in any way connected with any alleged infringement of any patent, trademark, copyright, trade secret, or other proprietary right of any third party resulting from the use of the goods provided by us under this agreement.
This indemnification obligation shall survive the termination or expiration of this agreement.
The customer acknowledges and agrees that the limitations of liability and indemnification provisions in this section are an essential element of the bargain between the parties and that in the absence of such provisions the terms of this agreement would be substantially different.
The customer shall be responsible for any and all legal costs and expenses that may arise as a result of any claim or action related to the above mentioned indemnification provisions.

15. Damages and Liability

We shall not be liable to the customer or any third party for any indirect, special, incidental, consequential or punitive damages, such as loss of profits or revenue, loss of use of the goods or any associated equipment, cost of capital, cost of substitute goods, facilities or services, downtime costs, or claims for service interruptions, even if we have been advised of the possibility of such damages.
Our liability to the customer for any claim arising out of or relating to the goods or services provided under this agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount paid by the customer for the goods or services provided under this agreement.

16. Force Majeure

We shall not be liable for any delay or failure in performance of our obligations under this agreement if such delay or failure is caused by an event beyond our reasonable control.
Such events include, but are not limited to acts of God, war, strikes, embargoes, pandemics, industrial action, or other similar events.
In the event of such an occurrence, we shall give the customer prompt written notice.
We shall use our best efforts to minimize the impact of the event.
If the event continues, we may terminate this agreement upon written notice to the customer.

17. Data Protection and Processing

We will collect and process personal data only for lawful purposes, and in a manner that is fair, transparent, and proportionate to the specific purpose of the processing.
Personal data will be collected when the customer voluntarily submits it to us, such as through registration, completion of forms or e-mails, as part of an order for products or services, after-sale support for products or services, inquiries or requests about products being ordered, and similar situations in which the customer has chosen to provide the information to us.
We will not disclose personal data to any third party without the customers prior consent, except as required by law or as necessary to provide the products or services for which the personal data was collected.
We may disclose personal data to our affiliates, subsidiaries, or third-party service providers, who will be bound by the same obligations regarding the protection and use of personal data.
The customer has the right to access their personal data, as well as the right to rectify, erase, or restrict the processing of their personal data.
The customer has the right to object to the processing of their personal data for direct marketing purposes.
The customer has the right to data portability, which allows them to request a copy of their personal data in a structured, commonly used, and machine-readable format.
The customer has the right to lodge a complaint with the relevant supervisory authority if they believe their rights have been violated.
By agreeing to these Terms, the customer agrees to our Privacy Policy.

18. Termination

If the customer breaches any material term or condition of this agreement, including but not limited to failure to make payments as outlined in the agreement, unauthorized use of our intellectual property, or sharing or disclosing any confidential information, we may terminate this agreement.
In the event of a breach by the customer, we reserve the right to immediately terminate the agreement and all obligations under the agreement shall cease. Any termination of this agreement by us shall be without prejudice to any other right or remedy that we may have. Upon termination, the customer shall return or destroy all confidential information and any other property of us.
In the event of termination by us for any reason other than a material breach by the customer, we shall refund to the customer any sums paid in advance by the customer for goods or services not yet delivered or performed.
In the event of termination by the customer for any reason, the customer shall be liable for any damages suffered by us as a result of such termination, including but not limited to any loss of profits or any costs incurred by us in connection with the termination.
Upon termination of this agreement for any reason, all rights and obligations of the parties under this agreement shall cease, except that any obligations of the parties under this agreement which by their nature should survive termination shall survive termination.
The termination of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

19. Transfer of Rights

The customer shall not assign, transfer, sublicense, delegate, or dispose of this agreement or any rights or obligations under this agreement without our prior written consent.
Any unauthorized assignment, transfer, sublicensing, delegation, or disposal shall be null and void.
We have the right to assign or transfer this agreement or any rights or obligations under this agreement to any third party without the consent of the customer.

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