Supplier Purchase Order
TERMS & CONDITIONS
1. COLLECTION OF PERSONAL INFORMATION
1.1. Unless the context clearly indicates a contrary intention the following expressions bear the meaning assigned to them below and cognate expressions bear corresponding meanings-
1.1.1 “Affiliate” in respect of the Company, means any other entity that, directly or indirectly, Controls, is Controlled by, or is under common Control with, the Company, whether through ownership of voting shares or otherwise;
1.1.2 “Company” – Business Connexion Proprietary Limited and/ or its Affiliates;
1.1.3 “Goods” – any service, software, equipment, machinery, tools, materials or anything of whatsoever nature to be supplied by the Supplier to the Company in terms of this Order.
1.1.4 “Order” means the order to which these Terms and Conditions are attached;
1.1.5 “Supplier” – any person or organisation who undertakes to execute this Order;
1.1.6 “Supplier Contract” means the contract between the Company or any of its Affiliates which govern the provision of Goods or services by the Supplier to the Company or its Affiliates; and
1.1.7 “Terms and Conditions” means the terms and conditions contained herein.
1.2 Clause headings are for convenience and shall not be used in the interpretation of this agreement.
2. TERMS OF CONTRACT
2.1 Information appearing on the face of the Order, shall be read in conjunction with the Terms and Conditions and shall form the agreement governing the relationship between the Parties, unless it is superseded by a written and signed Supplier Contract.
2.2 This agreement shall be binding even where these terms and conditions may vary from the standard terms of the Supplier.
3.1 Prices shall be considered firm and shall include delivery at the delivery address stated on the face of this Order, unless otherwise specified in writing.
3.2 Should the Order be issued on a “price to be advised”, “estimated price”, or any other similar basis it shall be a condition of the Order that the Company shall be advised of details of the proposed price prior to the Supplier tendering its invoice. The Company may, in addition, demand before payment is made, that the price computation be substantiated by documentary evidence.
4. TERMS OF PAYMENT
The Company shall, for Goods delivered at the delivery address stated on the face of this Order, in good order, and in terms of the further provisions hereof, pay for such Goods in accordance with its normal terms of payment.
5.1 Time is of the essence of this Order. If the Goods are not delivered on the date stipulated by the Company or failing such stipulation, within a reasonable time, the Company may cancel this Order, or any portion thereof, without prejudice to any other rights it may have in law, and the Supplier shall have no claim against the Company arising out of any such cancellation.
5.2 In clause 5.1 the word “delivered” shall unless otherwise stipulated in writing by the Company, mean physical delivery at the delivery address stated on the face of this Order.
5.3 Any carrier contracted by the Supplier to affect delivery shall be deemed to be the agent of the Supplier.
Ownership and risk in the Goods shall remain with the Supplier, and the Supplier shall be liable for all loss or damage from any cause whatsoever until full and complete delivery of the Goods has been effected.
7. DOCUMENTATION AND MARKING
All Goods delivered shall be accompanied by a delivery note or waybill, which shall reflect the Supplier’s name, the Company’s Order number and the Goods delivered. The official Order number must be recorded on the delivery note or waybill, invoice and any correspondence relating to the Order.
Goods delivered to the Company shall be in accordance with the Order and shall be to the Company’s specification and reasonable satisfaction.
Unless otherwise specified in writing, the Supplier warrants the Goods against defects in workmanship and material for a period of twelve months following the date of delivery to the Company.
The Goods shall be of the quality and type described and shall conform in all respects to the specifications detailed in the Order or any documents
ancillary or incidental to the Order. Should there be no specification description; the Goods shall be of a high quality and shall be to the reasonable satisfaction of the Company.
11. ADDITIONAL CHARGES OR INCREASED PRICES
Unless stipulated to the contrary in the Order, no additional charges of
whatsoever nature shall be accepted by the Company unless the Supplier has obtained the Company’s acceptance in writing of such additional charges. Failure to obtain such prior approval shall entitle the Company to on the basis of the original prices contained in the Order, and the Supplier shall be obliged to supply the Goods on the basis of the original prices.
12. VARIATIONS OF THE ORDER
It is a specific condition of the Order that no variations thereto will be recognised unless agreed to in writing by a duly authorised official of the Company.
13. GOVERNING LAW
This contract shall be interpreted according to and governed in all respects by South African law or the governing law as agreed to in the Supplier Contract.
14. COMPLIANCE WITH LAW
The Supplier shall, in the execution of the Order, comply with all relevant statutes, ordinances by-laws and regulations applicable to this agreement and the territory in which the Goods are delivered.
The Supplier shall ensure that valid tax clearance and B-BBEE certificates are submitted to the Company annually.
No indulgence, extension of time, relaxation or latitude which the Company may permit at any time in regard to the carrying out of any of the Supplier’s obligations shall prejudice the Company in any manner whatsoever or be a waiver by the Company of any of its rights against the Supplier.
The Supplier shall not be entitled to cede or assign its rights and obligations under this Order without the prior written consent of the Company. The Company may cede the Order to any Affiliate at any time without the consent of the Supplier.
The Supplier shall be responsible for the proper packing of the Goods, and the Company shall be entitled to recover from the Supplier any loss or damages which the Company may sustain if the Goods are damaged in transit due to faulty packing.
18. INTELLECTUAL PROPERTY
The Supplier warrants that it is authorised to supply the Goods and that in doing so the Supplier will not infringe on the intellectual property of any third party. The Supplier hereby indemnifies and holds the Company harmless against any loss, damage or expense which may be sustained by the Company as a consequence of any breach of this warranty.
For all purposes, the Supplier chooses domicilium citandi et executandi (“domicilium”) at the address appearing on the face hereof. Any notice given to the Supplier which is posted by prepaid registered post to the Supplier’s domicilium shall be presumed, unless the contrary is proved, to have been received by the Supplier on the fifth day after date of posting.
20.1.1 Should the Supplier fail to deliver the Goods or any portion thereof on or before the due date specified in the Order, or deliver Goods which do not comply, fully with the terms of the Order, or otherwise howsoever commit any breach of the conditions embodied in this Order, the Company shall be entitled at its election-
20.1.2 without notice, to cancel this Order, either wholly or to the extent of the default; or
20.1.3 notwithstanding the Supplier’s default, to enforce the terms of the Order and, if necessary, to sue for specific performance; or
20.1.4 in the case of Goods which do not comply with the terms of the Order, to reject such Goods and to call upon the Supplier to replace such Goods by a date fixed by the Company, failing which the Company shall be entitled to procure Goods of the same of similar description from another Supplier.
21. The Company may exercise any of the afore-going remedies. Such exercise of remedies shall be entirely without prejudice to the Company’s right to claim from the Supplier any damages, direct or indirect, and howsoever sustained by the Company as a consequence of the Supplier’s breach and/or the cancellation of the Order. No receipt which the Company may have given for the Goods shall prejudice or limit the Company’s rights hereunder. Where Goods are rejected, they shall be held at the risk and expense of the Supplier who, before such Goods are released, shall refund the purchase price and all charges incurred by the Company in respect of such Goods.
22. RETURN OF DOCUMENTS
All drawings, blue prints, dies, patterns, tools, printing plates, etc. prepared or constructed by the Supplier and paid for by the Company shall be the property of the Company, and upon completion of deliveries hereunder, or upon termination of this Order shall be delivered to the Company.
23. SUPPLIER CODE OF CONDUCT
Compliance to the Company Supplier Code of Conduct shall be adhered to at all times. A copy of the Company Supplier Code of Conduct can be made available on request.
24. SUPPLIER RISK VETTING
In order to conduct business with the Company, the Supplier shall be subject to a Risk Assessment. It will be done periodically conducted by a 3rd Party appointed by the Company.
25. POPIA COMPLIANCE
The Supplier shall at all times comply with the POPIA. The Supplier may be required to furnish a copy of the Supplier’s POPI process to the Company upon request.