COMMERCIAL TERMS AND CONDITIONS

1. Quotations

1.1 No contract will come into existence between the parties until the customer accepts the quotation in writing and supplies Prolek Pty Ltd with its official order number and receives confirmation.

1.2 Prolek Pty Ltd reserves the right to make reasonable changes to the design or form of any goods ordered, provided that the stated performance, quality and specifications of the goods remain unaffected.

2. Validity

The quotation will remain valid for a period of 30 calendar days from the date of the quotation unless otherwise specified or subject to exchange rate fluctuations .

3. Payment

3.1 Payment will be effected as specified on quotation.

3.2 Without prejudice to any other right which Prolek Pty Ltd will have on breach of contract, any payment not made on due date shall attract interest at a rate two percentage points above the prime overdraft rate, as it fluctuates from time to time, charged by the bankers of Prolek Pty Ltd. Interest shall be calculated and paid from the due date of payment and shall be compounded monthly in advance.

3.3 In the event of a dispute between the parties on the interest rate charged by the bankers of Prolek Pty Ltd, a certificate under the hand of any internal auditor or branch manager shall constitute conclusive proof of the interest rates from time to time.

3.4 Irrespective of any provision to the contrary in any quotation, statement, invoice or delivery slip, payment through the postal services shall be at the customers risk and the postal authorities shall be deemed to be the customer’s agent.

4. Time periods

4.1 Any delivery and completion date given by Prolek Pty Ltd is based on the following:

4.1.1 The delivery period shall run from the date on which Prolek Pty Ltd confirms the customer’s order and has received the agreed credit guarantee or surety bond, whenever the latter applies.

4.1.2 Prolek Pty Ltd will confirm the order within one working week from the date on which the customer’s written instructions, complete with all technical and commercial details to enable Prolek Pty Ltd to proceed without interruption, has been received.

4.1.3 The ability of Prolek Pty Ltd to deliver as agreed is dependent upon the availability of components.

4.2 Should the customer fail to adhere to the time limits, Prolek Pty Ltd will be entitled to an extension of delivery time and may claim compensation for additional costs occasioned thereby.

4.3 Prolek Pty Ltd shall in good faith attempt to perform within the stated or specified time in the quotation, but shall in no circumstances incur any liability of whatsoever nature to the customer in the event of a failure on the part of Prolek Pty Ltd to perform timeously.

5. Ownership

The ownership in all goods sold, delivered or otherwise made available to the customer, shall remain vested in Prolek Pty Ltd until the contract price, together with interest if applicable, has been paid in full and is available to Prolek Pty Ltd in its banking account.

6. Risk

The risk in the goods shall pass from Prolek Pty Ltd to the customer upon delivery of the goods to the customer or its agent or from the date on which the same has been accepted by the customer, whichever occurs first.

7 . Limited warranty

7.1 The limited warranty provided by Prolek Pty Ltd runs from the date of delivery or the date on which the customer has accepted goods prior to delivery, whichever occurs first.

7.2 Prolek Pty Ltd warrants that the goods, repaired or supplied by it, will be free from defects, resulting from poor workmanship or faulty material, for a period of twelve (12) months.

7.3 It is clearly recorded that the liability of Prolek Pty Ltd in terms of this warranty is limited to the replacement or repair, in the sole discretion of Prolek Pty Ltd, of defective goods or components.

7.4 It is clearly recorded that the warranty is subject to the customer’s installation, testing, adequate protection and use of the equipment supplied in accordance with generally accepted industry norms.

7.5 Prolek Pty Ltd records, without limiting the generality of the extent of its liability in terms of the above, that it shall not otherwise be liable, either contractually or in delict, towards the customer, its clients, its employees or any third party, for any damages, whether direct, indirect or consequential, which may flow or result from any act or neglect on the part of Prolek Pty Ltd, its employees, agents or representatives and irrespective of what has given or could give rise to any claim.

7.6 The customer shall hold Prolek Pty Ltd harmless against claims for which it is not, in terms of the foregoing, liable.

8. Occupational, Health and Safety Act

8.1 Prolek Pty Ltd undertakes to comply with the obligations of a supplier of the equipment supplied as dealt with in particularly section 10 of the Occupational, Health and Safety Act, 85 of 1993, prior to delivery of the equipment.

8.2 The customer undertakes to install, safeguard, use or allow the use of the equipment in accordance with acceptable norms of health and safety with regard thereto and in particular the requirements of the said Act and indemnifies Prolek Pty Ltd against any liability flowing from any act or neglect after delivery as defined herein.

9. Retention

In the absence of specific written provision to the contrary, the customer will not be entitled to retain any portion of the full purchase price after delivery.

10. Price variation

10.1 Prolek Pty Ltd confirms the quoted price as fixed and firm in respect of both the labour and component content of the product supplied and within the tender and envisaged delivery period.

10.2 Prolek Pty Ltd have though allowed for import and customs duties applicable at the date of tender. Any variation to these rates on the date of payment by Prolek Pty Ltd to its supplier(s) of imported components and material, shall be borne by the customer.

11. Applicable law

This agreement shall be governed and interpreted in accordance with South African law.

12. Repair work

12.1 Transformers and other equipment entrusted to Prolek Pty Ltd for repair work, shall be kept and handled at the plant of Prolek Pty Ltd at the sole risk of the customer.

12.2 The limited guarantee in paragraphs 7.2 and 7.3 above only applies to work which Prolek Pty Ltd performs in terms of its tender. Unless otherwise agreed to in writing, the customer shall carry the risk of any fault diagnosis.

13. Confidentiality

This quotation is supplied on the express understanding that it is not to be used for any purpose other than for what it is intended. The quotation may therefore not be copied or its contents communicated to any other person, without the prior written consent of Prolek Pty Ltd.

14. Insurance

Prolek Pty Ltd carries all normal risk insurance cover for the type of equipment and services offered. Details are available on application. This paragraph is not to be construed as any undertaking to extend the limited warranty given by Prolek Pty Ltd or to increase the liability of Prolek Pty Ltd in any manner whatsoever.

15. Force majeure

Force majeure shall include, for purposes of this agreement but without limiting the generality of the expression, any industrial action (both a strike and lock-out), temporary or extended shortage of labour or materials, fuel shortage, delays in transport, accidents of any kind, any default or delay by any sub-contractor or a supplier of Prolek Pty Ltd, riot, sabotage, terrorism, political or civil disturbances, secondary industrial action, the elements, any act of God, any act of any state or government or other authority or any factor which could negatively impact on the ability of Prolek Pty Ltd to perform according to its intention and over which it has no control.

16. Claims

Any claim against Prolek Pty Ltd cannot exceed the order value of the contract.