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TERMS AND CONDITIONS

EVERYTHING LEGAL
Unless varied by agreement recorded in writing. The fact that this document may not be signed by either of the parties will not per se invalidate these provisions or render them unenforceable. To render these provisions applicable and enforceable it will be sufficient that the client is aware hereof (this document is available on our website as indicated on Quotations, Pro Forma Invoices and Invoices) and thereafter orders the equipment or plant from Amoref (Pty) Ltd.

1. INTERPRETATION:

1.1. In this General Terms and Conditions, unless the context indicates a contrary intention –
1.1.1. the word " General Terms and Conditions " refers to this General Terms and Conditions and the words "clause" or clauses" refer to clauses of this General Terms and Conditions;
1.1.2. clause headings are for convenience and are not to be used in its interpretation;
1.1.3. an expression which denotes –
1.1.3.1. any gender includes the other genders;
1.1.3.2. a natural person includes a juristic person and vice versa;
1.1.4. Vendor means Amoref (Pty) Ltd;
1.1.5. Purchaser means buyer of the equipment or plant;
1.2. the singular includes the plural and vice versa in this General Terms and Conditions, unless the context indicates a contrary intention, the following expressions bear the meanings assigned to them below and cognate expressions bear corresponding meanings:
1.2.1 General Terms and Conditions” means the sales General Terms and Conditions entered into between the Parties to buy and sell equipment which shall be regulated by this document;
1.3. Any substantive provision, conferring rights or imposing obligations on a Party and appearing in any of the definitions in this clause or elsewhere in this General Terms and Conditions, shall be given effect to as if it were a substantive provision in the body of the General Terms and Conditions.
1.4. Words and expressions defined in any clause shall, unless the application of any such word or expression is specifically limited to that clause, bear the meaning assigned to such word or expression throughout this General Terms and Conditions.
1.5. Where figures in this General Terms and Conditions are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.
1.6. Reference in this General Terms and Conditions to "days" shall be construed as calendar days unless qualified by the word "business", in which instance a "business day" shall be any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time. Reference to "business hours" shall be construed as being the hours between 08h30 (eight hours and thirty minutes) and 16h00 (sixteen hours) on any business day, and time shall be based upon South African Standard Time.
1.7. Unless specifically otherwise provided in this General Terms and Conditions, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.
1.8. The words "include" and "including" mean "include without limitation" and "including without limitation". The use of the words "include" and "including" followed by a specific example or examples shall not be construed as limiting the meaning of the general wording preceding it. The application of the eiusdem generis rule is therefore excluded.
1.9. Where this General Terms and Conditions requires a Party to use its “best endeavours” or "reasonable endeavours" in relation to an act or omission, that Party shall do all such things as are or may be reasonably necessary or desirable so as to achieve that act or to omit taking an action, unless the Parties agree that it is not reasonable to take the action or to omit taking an action.
1.10 The expiration of this General Terms and Conditions shall not affect such of the provisions of this General Terms and Conditions that expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

2. SALE:

2.1 The Vendor hereby sells to the Purchaser and the Purchaser hereby purchases from the Vendor the Equipment.
2.2 In respect of the purchase price, as set out in formal pro forma invoice, and the General Terms and Conditions coming into force between Vendor and the Purchaser:
2.2.1 a deposit of 50% non-refundable shall be paid to Vendor by the Purchaser (money will be deemed received when it reflects in Vendors bank account).
2.2.2 a further 25% deposit shall be paid when the Equipment is 50% complete.
2.2.2.1 The Purchaser will be informed by electronic post, at least 7 (SEVEN) days before the next deposit is due.
2.2.2.2 If Purchaser does not pay in the money before or on the 7th (SEVENTH) day:
2.2.2.2.1 Production on the equipment will stop immediately.
2.2.2.2.2 The Vendor will charge the Purchaser storage fee on unfinished Equipment of R 100.00 per m2 per day.
2.2.3 On completion of the Equipment a further 25%, will be paid to the Vendor, prior to dispatch of the plant from the Vendors premises for shipment or within 5 (days) days after Purchaser was informed of the completion of the Equipment by the vendor in writing.
2.2.3.1 Interest shall accrue on late payment of the amount as set out in clause 2.2 for the benefit of the Vendor, from the date of payment at a percentage rate charged by the Vendors bank (Nedbank Bank) to its prime clients on the prime bank overdraft rate of interest charged, from time to time, plus 2% (Two per centum).
2.2.3.2 A certificate signed by any director of Vendor shall constitute prima facie proof of the amount due by the Purchaser to Vendor and shall be valid as a liquid document for the purposes of securing judgment against the Purchaser or for any other purpose whatsoever.
2.3 The title to the Equipment will only pass to the Purchaser once the purchase price has been paid in full.
2.4 If any order/General Terms and Conditions being subject to the provisions of the Consumer Protection Act, the Purchaser may cancel or withdraw an order in accordance with the mentioned legislation, but in such event Vendor will be entitled to charge a reasonable cancelation fee unless the order placed cannot be honoured.
2.5 Any defect or problems with the supplied products will be reported in accordance with the warranties mentioned in the clauses and paragraphs hereunder, which warranties correspond with the Vendors terms and conditions.
2.6 Repairs and warranty maintenance will be exercised in accordance with all the relevant applicable and valid claims Vendor will entertain submitted and only claims that correspond with the Vendors warranty.
2.7 The Purchaser hereby acknowledges that they accept the periods and warranties as set out below, as reasonable and confirm that the periods are only an estimate time of repair and/or replacement.
2.8 The parties further agree that any Purchase Order and acceptance thereof or further/amended Purchase order or acceptance thereof will constitute a further Agreement between the parties, which will be read and incorporated in accordance with this General Terms Conditions.
2.9 The Purchaser further agree, that any cancellation of a sale or supply of goods, before delivery and inspection of the product, will not be deemed as proper cancellation by Vendor, and therefore the Purchaser will be liable for the purchase amount as stipulated in the confirmation of the Purchase Order, excluding all other remedies available to the parties in terms of the relevant laws of the Republic of South Africa.
2.10 Both parties acknowledge that no further implied or oral warranties and/or guarantees will be applicable to this General Terms and Conditions except that stated herein including the addendum hereto.
2.11 All telephone orders need to be confirmed in writing and signed by Vendor and Purchaser to be of any enforceable effect.
2.12 The Purchaser agrees to pay Vendor all other costs including, but not limited to, costs imposed by law, regulation or enactment of whatsoever nature which comes into force on the date after the date on which any price charged is determined.
2.13 The risk of damage, loss or destruction of any goods passes to the Purchaser when Equipment leaves Vendors premises alternatively on collection thereof by the Purchaser.

2.14 Delivery:

2.14.1 Production of the Equipment will start on the first available production slot after the Purchaser complied with clause 2.2.1. The production estimated time will be set out in the Pro Forma Invoice given by the Vendor.
2.14.2 Partial delivery of any product shall not affect any payment due to Vendor of partially delivered goods.
2.14.3 Any delivery date indicted by Vendor shall merely be regarded as the estimated date of delivery and shall not bind Vendor to affect delivery on or near such date. Any failure for whatsoever reason on the part of Vendor to deliver the goods in accordance with the dates requested by the Purchaser, shall not constitute a reason to withhold, defer or set off, either in whole or in part the purchase price or give rise to a claim for damages unless caused by gross negligence of Vendor and/or their lawful agent.
2.14.4 Any alterations or extras ordered by the purchaser after General Terms and Conditions is signed:
2.14.4.1 Vendor will supply Purchaser with a written quotation for above mentioned, on excepting of quotation and after full payment is made, alterations will begin;
2.14.4.2 Purchaser also accepts responsibility for the delay in delivery of the equipment as a result of the alterations or extras.
2.14.5 If delivery of any particular goods is to be effected in consignments, Vendor shall not be obliged to deliver any part of the order until the purchase price which is due in respect of the part of the order that has already been delivered has been paid.

2.15 SPECIAL CONDITIONS:

2.15.1 Plant to be factory tested (without any material) and inspected by client’s representative prior to shipping.

3. WARRANTIES:

3.1 The Vendor undertakes that the Equipment is free of any charge or encumbrance and that a clear title can be transferred to the Purchaser on the settlement date following payment in full.
3.2 The Purchaser is purchasing the Equipment entirely in reliance on its own skill and judgement, and not in reliance on any representations, warranties, statements, agreement or undertakings of any nature made by or on behalf of the Vendor or its employees or agents except to the extent that those representations, warranties, statements, General Terms and Conditions or undertakings (or any of them) are expressly set out in this General Terms and Conditions.
3.3 The Purchaser acknowledges that he will inspect the Equipment prior to shipping in order to confirm he is satisfied with its condition, quality, that is suitable for the intended use thereof by the Purchaser and that he will not be able to claim any refund of the purchase price and/or damages should it afterwards appear that he is not satisfied with the condition of the Equipment.
3.4 During the inspection the Purchaser will also confirm that the Equipment is the Equipment that he ordered.
3.5 Any alterations after inspection or on the Purchaser site will be for Purchaser account.
3.5.1 Vendor will supply Purchaser with a written quotation for above mentioned on excepting of quotation and after full payment is made, alterations will begin.

4. SHIPMENT:

4.1 THE Purchaser shall not be entitled to take possession of the Plant Equipment until full amount has been paid, prior to shipment.
4.2 When Purchaser ship his Equipment from the Vendor’s site to Purchaser own site.
4.2.1 Shipment of the Equipment will be the responsibility of the Purchaser and Vendor will assist the Purchaser in securing a reputable shipping company.
4.2.2 Purchaser will pay shipping cost directly to shipping company. Vendor is not a shipping company.
4.2.3 All documentation for exporting equipment out of South Africa and importing equipment in to another country will be the responsibility of the Purchaser.
4.2.4 VAT will be charged on total amount of sale. It will be the Purchasers responsibility to claim back VAT paid at the border from South Africa’s Customs and excise.
4.2.5 Vendor will take all duo care in packing Equipment before loading and shipping, however when Equipment leave Vendors factory all responsibility and liability ends and moves to Purchaser.
4.2.6 If purchaser wants to ship extras that is not the responsibility of the Vendor with the shipment. The Vendor reserves the right to charge extra on these goods for the following but not limited to:
4.2.6.1 Storage fees of R 100.00 per m2 per day.
4.2.6.2 Labour cost of loading extras.
Any other reasonable charge according to Vendor.

5. THE CONSUMER PROTECTION ACT IS APPLICABLE TO THE SPECIFIC PURCHASER (hereinafter “CPA”);

5.1 The Vendor agrees that the equipment are reasonably suitable for the purposes for which they are generally intended as per the information provided to the Vendor by the Purchasers.
5.2  To the extent that goods supplied by Vendor workmanship defective, the Purchaser shall be entitled, within 1(one) year or 4,000 (four thousand) hours, whichever comes first, of the delivery of the relevant goods, to claim the replacement of repair of the goods to eliminate any defect in workmanship or materials found to be due exclusively to any acts or omissions on the part of Vendor. The Purchaser shall within 10 (ten) days after the defect arises, notify Vendor and the distributor, if any, which sold equipment of the alleged defect, provided that Vendor shall have been given a reasonable opportunity of inspecting any alleged defect. Vendor shall notify the Purchaser of the decision of Vendor regarding the alleged defect, which decision shall be binding on the Purchaser. Vendor’s liability shall be limited on return to the purchase price of the goods.
5.3. In order to be valid, a claim in terms of the guarantee as set out in clause 5.2 must be in writing, specifying the alleged defect, and supported by the original tax invoice. In addition, the Purchaser must return the goods to Vendor at the Purchaser’s expense.
5.4 The parties agree that Vendor shall have no liability in respect of any injury, loss or damage (direct, indirect or consequential) arising out of the use of, or inability to use, the goods and whether or not occasioned by Vendor’s negligence (gross or otherwise) or any act or omission on its part. For the purposes hereof, any reference to Vendor shall include its workers, agents, contractors or any other person for whose acts or omissions Vendor may be liable in law (the General Terms and Conditions between Vendor and the Purchaser as contemplated in this clause is for the benefit of Vendor’s workers, agents or any other persons for whom Vendor is liable for in law).
5.5 Vendor shall be relieved of all obligations in terms of this clause 5.2, if:
5.5.1 Repairs or modifications have been made by persons other than Vendor, unless such repairs or modifications are made with the prior written consent of Vendor;
5.5.2 any goods are operated with any accessory, equipment or part not specifically supplied or approved in writing by Vendor;
5.5.3 the goods shall not have been operated or maintained in accordance with Vendor’s instruction, or under normal use, or the goods shall not have been properly installed;
5.5.4 if the Purchaser is not the original Purchaser;
5.5.5 any damages that could have been avoided, using reasonable diligence, by the Purchaser;
5.5.6  the equipment is moved from the original site of installation for the duration of the warranty period;
5.5.7 the equipment is not serviced only by a Vendor trained and certified Technician, except for normal maintenance procedures;
5.5.8 the equipment is not installed by Vendor trained and certified Technician;
5.5.9 Non-Vendor approved consumables, parts or services are utilized in the operation or maintenance of the equipment;
5.5.10 the machine is not returned to Vendor according to the “Packaging & Shipping Instructions”.
5.5.11 if at any time the power supplied to any part of the Equipment exceeds the rated tolerance;
5.5.12 or if any time the serial number plate is removed or defaced;
5.5.13 Operation of the equipment that renders this warranty void will be defined to include all of the possibilities described in this paragraph, together with any practice which results in conditions exceeding the design tolerance of the equipment.
5.6 If repairs or replacements are effected by Vendor, only the parts actually worked on and not the complete goods shall be subject to a new guarantee, if any, hereunder;
5.7 The Purchaser who acquires goods for the purpose of on-selling those goods, whether that Purchaser is permitted to do so or not (and nothing herein contained shall be deemed to allow the Purchaser to on-sell goods acquired from Vendor whilst ownership vests in Vendor), shall not advertise or issue or in any other way give or make any warranties, guarantees or representations as to the goods in any form whatsoever or offer to do so, which could result in liability being imposed upon Vendor;
5.8 The above warranties are subject to the following conditions:
5.8.1 Vendor shall be under no liability to the Purchaser until the Purchaser has paid the full amount due to Vendor in respect of the goods concerned;
5.8.2 Vendor shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, and failure to follow Vendor instructions (whether oral or in writing), improper use outside Vendor’s specifications, damage to the goods caused by improper maintenance, service or repair by untrained personnel or technicians, unauthorized alterations or modifications of the goods and that the equipment has not been operated more than 4,000 hours (the equivalent of 2 (two) shifts per day in a normal work week in 1 (one) year);
5.8.3 Vendor shall be under no liability in respect of parts, materials or equipment which are accepted in the industry to have a limited life expectancy or parts, materials or equipment, which need to be replaced at specified and published service intervals (“consumable parts”);
5.8.4 Vendor shall be under no liability in the event that spare parts and consumable parts other than those recommended for use by Vendor are fitted, attached or used on the goods.
5.8.5 Any equipment that is not manufactured by the Vendor and sourced from a third party, this includes but is not limit to the following products: pumps, generators etc. Specifically does not fall under the Vendors warranty. It falls under the factory warranty of distributer of these items. The Vendor will give the Purchaser the relevant information if there is a warranty claims on these items.
5.9  Notwithstanding anything to the contrary in this General Terms and Conditions, Vendor shall not be liable to the Purchaser by reason of any representation or implied warranty, condition or other term or any duty at common law, or under the express terms of this General Terms and Conditions, for any consequential loss or damage (whether for loss or profit or otherwise and whether occasioned by the negligence of Vendor or its employees or agents or otherwise) arising out of or in connection with any act or omission of Vendor relating to the supply of the goods, their resale by the Purchaser or use by any third party.
5.10 If an on-site warranty repair is requested by the original Purchaser:
5.10.1 The original Purchaser shall issue a valid purchase order to cover all expenses and above replacement parts and labour including, but not limited to: tolls, travel, hotel and other associated living expenses incurred as these expenses are not covered under this warranty.
5.10.2 Warranty determination will be made by the Vendor Service Centre with the onsite assistance of a certified Vendor Factory trained Technician. All determinations are final.
5.10.3 The Technician will also make the determination if the equipment can be fixed on site or if it must be ship back to Vendors factory. This determination will be final.
5.10.3 If the determination is that the product is faulty and covered under the warranty, actual labour time and parts shall not be charged, but the original Purchaser will be liable for travel and other expenses as listed above.
5.12 If the equipment is returned to the factory for warranty repair:
5.12.1 Prior to shipping any equipment/items to Vendor or any of its subsidiaries, the original Purchaser must contact your distributor to obtain a Return Authorization Number (R/A#) for each item being returned.
5.12.2 This number is to be clearly printed on the outside of the shipping container.
5.12.3 When corresponding with Vendor regarding any items shipped to Vendor, the R/A number must be referenced.
5.12.4 To obtain detailed instructions regarding Vendor’s R/A procedure, please call the R/A Coordinator at +27 11 813 0094. Machines being returned must be packaged and shipped according to the “Packaging & Shipping Instructions” at the end of this Warranty Statement. If the machine is not packaged and shipped, properly and according to the instructions, the Purchaser will be responsible for any damage to the machine and all warranties are void.
5.12.5 Equipment must be completely flushed and drained of all liquids and material prior to shipping. There must be no fluid left in the unit.
5.12.6 Unless otherwise instructed, all items being returned must be received at the following address within 14 (fourteen) days of the issuance of an R/A#:

23 4C Platina Crescent,
New Era,
Springs

5.12.7 The original Purchaser will assume all costs associated with freight and shipping to and from Vendor of all items being returned to Vendor.
5.12.8 The original Purchaser assumes all responsibility/liability associated with the proper preparation and packaging of equipment prior to shipping (instructions available up on request).
5.12.9 The Purchaser is to insure the shipment for its replacement value as Vendor does not accept any transit liability.        
5.13 For this warranty to be in effect, the Installation Certificate must be completed and signed by a Vendor Factory Trained Technician and returned within 30 (thirty) days of installation to:

23 4C Platina Crescent,
New Era,
Springs
Attention: R/A Department
+27 11 813 0094

5.13 For this warranty to be in effect, the Installation Certificate must be completed and signed by a Vendor Factory Trained Technician and returned within 30 (thirty) days of installation to:   
  
5.14 REPAIRED OR RECONDITIONED PARTS WARRANTY:

Vendor warrants, to the original Purchaser, repaired or re-conditioned parts for a period of 90 (ninety) days from the date of purchase of a repaired or re-conditioned by Vendor.
6.14.1 In the event of Vendor repairing any particular goods or component of such goods and within 90 (ninety) days of that repair, the failure or defect or unsafe features not being remedied or a further failure, defect or unsafe feature is discovered, Vendor shall:
5.14.1.1 Replace the goods; or
5.14.1.2 refund the Purchaser the price paid by the Purchaser for the goods.
5.15 The previously mentioned warranty exists in addition to an express warranty or condition stipulated by the manufacturer or importer as the case may be.
5.16 This warranty is subject to the parts, goods and / or property not being misused or abused and does not apply to any ordinary wear and tear having regard to the circumstances in which it was intended to be ordinarily used.

6. BREACH:

6.1 Should a Party (the "Defaulting Party") commit a breach of any of the provisions of this General Terms and Conditions, and fail to remedy such breach within 14 (fourteen) days after receiving written notice from the other Party (the "Aggrieved Party") to remedy same, then the Aggrieved Party shall be entitled to cancel this General Terms and Conditions against the Defaulting Party or to claim specific performance by the Defaulting Party of all the Defaulting Party's obligations, in either event without prejudice to the Aggrieved Party's rights to claim damages.
6.2 In the event that either Party commits an act of insolvency or is placed under a provisional or final winding up or judicial management order or if such Party makes an assignment for the benefit of creditors, or fails to satisfy or take steps to set aside a judgment taken against it within 14 (fourteen) days after such judgment has come to its notice, any such actions and/or failures by such Party shall be deemed to be a breach of the terms and conditions of this General Terms and Conditions and whereby clauses 7.1 shall apply.
6.3 This General Terms and Conditions shall be governed by, and construed in accordance with, the laws of South Africa.
6.4 In the event that the Purchaser fails or refuses to make payment of the full purchase price on the settlement date, the Vendor may at any time thereafter, and with giving notice as set out in 6.1 to the Purchaser, cancel this General Terms and Conditions and re-sell the Plant Equipment.
6.5 In the event of a breach in terms of clause 6.1, the Vendor may re-sell the Plant Equipment and the cost of such re-sale and any shortfall or other losses sustained by the Vendor, (including actual legal costs), as well as a sum equal to 10% of the purchase price by way of liquidated damages, may be deducted from the purchase price and the balance (if any) shall be refunded to the Purchaser.
6.6 The right of re-sale set out above is without prejudice to the Vendor’s right to sue the Purchaser for specific performance or avail itself of any other rights or remedies available to the Vendor at law or in equity.
6.7 The Vendor will also in the event of a termination in terms of clause 6.1, have no liability to the Purchaser for any matter in relation to or arising from such termination and the Vendor’s rights pursuant to this clause are without prejudice to any other rights or remedies it may have at law.
6.8 The Purchaser shall be responsible for and hereby undertakes to pay the Vendor all expenses, costs and charges which the Vendor may incur arising out of the default of the Purchaser, including any costs of tracing the Purchaser collection commission at the ruling rate and all legal costs as between attorney and own client.

7. GENERAL TERMS:

7.1 The Purchaser hereby indemnifies Vendor against any and all damage of whatsoever nature, howsoever and by whomsoever caused in relation to the removal of goods, excluding any gross negligence by Vendor, and without derogating from the generality of the foregoing, the removal of repossessed goods from the premises of the Purchaser or any other premises where the goods may be found.
7.2 The Purchaser shall have no claim of any nature whatsoever for damages, a remission of the purchase price, cancellation or otherwise, against Vendor, its workers, agents or others on whose behalf Vendor would be liable, in respect of any loss or damage sustained by the Purchaser of any nature whatsoever or any damage caused to the assets of the Purchaser or assets kept on its premises by any third parties or in regards to the Purchaser’s business or sustained by any of its Purchasers, howsoever caused including the negligent (excluding gross negligence) acts or omissions of Vendor, its workers, agents or others for whom it may be liable in law. (The General Terms and Conditions between Vendor and the dealer as contemplated in this clause is for the benefit of Vendor’s workers, agents or any other persons for whom Vendor is liable for in law).
7.3 This General Terms and Conditions constitutes the sole record of the General Terms and Conditions between the Parties as to the subject matter hereof. No Party shall be bound by any express or implied term, representation, warranties, promise or the like not recorded herein. This General Terms and Conditions supersedes and replaces all prior commitments, undertakings or representations, whether oral or written between the Parties in respect of the subject matter hereof. This General Terms and Conditions supersedes and replaces all previous oral and written General Terms and Conditions between the parties.
7.4 No addition to or variation, consensual cancellation or novation of this General Terms and Conditions and no waiver of any right arising from this General Terms and Conditions or its breach or termination shall be of any force or effect unless reduced to writing and signed by both Parties or their duly authorized representatives.
7.5 If any clause or term of this General Terms and Conditions should be invalid, unenforceable or illegal, then such clause or term shall be deemed to be severable and shall not affect the validity of the remaining terms and provisions of this General Terms and Conditions which shall continue in full force and effect unless such invalidity, unenforceability or illegality goes to the root of this General Terms and Conditions.
7.7 No latitude, extension of time or other indulgence which may be given or allowed by any one Party to the other Party in respect of the performance of any obligation hereunder or enforcement of any right arising from this General Terms and Conditions and no single or partial exercise of any right by one Party shall under any circumstances be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party's rights in terms of or arising from this General Terms and Conditions or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof or prejudice such Party's rights against the other in terms of or arising from this General Terms and Conditions.
7.8 The Purchaser will under no circumstances solicit Representatives of Vendor to come and work for the Purchaser or any of there entities in any capacity for a period of 3 (three) years.

8. FORCE MAJEURE:

8.1. Subject to the following provisions of this clause, neither Party shall be responsible to the other Party for its failure to perform or any delay in performing any obligation under this General Terms and Conditions in the event and to the extent that such failure or delay is caused by force majeure.
8.2. For purposes of this General Terms and Conditions force majeure shall mean any circumstance which is beyond the reasonable control of the Party giving notice of force majeure (the ”affected Party”), including but not limited to war (whether declared or not), revolution, invasion, insurrection, riot, civil commotion, mob violence, sabotage, blockade, embargo, boycott, the exercise of military or usurped power, fire explosion, theft, storm, flood, drought, wind, lightening or other adverse weather condition, epidemic, quarantine, accident, breakdown of machinery or facilities, strike, lockout or labour dispute, acts or restraints of government imposition, or restrictions or embargoes on imports or exports.
8.3. Should any event of force majeure arise, the affected Party shall notify the other Party without delay and the Parties shall meet within 7 (seven) calendar days of such notice to negotiate in good faith alternative methods of fulfilling its obligations under an Order, if any. In addition Vendor shall continue to provide and Customer shall continue to pay for those Goods and Services not affected by the event of force majeure.
8.4 Should either Party be unable to fulfil a material part of its obligations under an Order for a period in excess of 60 (sixty) calendar days due to circumstances or force majeure, the other Party may at its sole discretion cancel the relevant Order forthwith by Written notice.

9. JURISDICTION AND APPLICABLE LAW:

This General Terms and Conditions is governed by and shall be construed in accordance with the law of the Republic of South Africa and, to the extent applicable, the Parties submit to the non-exclusive jurisdiction of the High Court of South Africa, (South Gauteng) or any successor division thereto.

10 DOMICILIUM CITANDI ET EXECUTANDI:

10.1 The Parties choose as their domicilium citandi et executandi for all purposes under this General Terms and Conditions, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the exercise or any option), the following addresses:
10.2 AMOREF (PTY) Ltd.:
10.2.1 Physical:
23 4 C Platina Crescent,         
New Era,
Springs,
Gauteng,
South Africa
Email: sales@amoref.co.za / info@amoref.co.za
Telephone number: 011 813 0093
10.2.2 Purchaser Physical address: As set out in Pro forma Invoice/Invoice
Email: As set out in Pro forma Invoice/Invoice
Telephone number: As set out in Pro forma Invoice/Invoice
10.2 Any notice or communication required or permitted to be given in terms of this General Terms and Conditions shall be valid and effective only if in writing.
10.3 Either Party may by notice to the other Party change the physical address chosen as its domicilium citandi et executandi to another physical address, provided that the change shall become effective on the 7th (seventh) business day from the deemed receipt of the notice by the other Party.

10.4 Any notice to a Party :

10.4.1 sent prepaid registered post (by airmail if appropriate) in a correctly addressed envelope to it at an address chosen as its domicilium citandi et executandi to which post is delivered shall be deemed to have been received on the 7th (seventh) business day after posting (unless the contrary is proven);
10.4.2 delivered by hand to a responsible person during ordinary business hours at the physical address chosen as its domicilium citandi et executandi shall be deemed to have been received on the same day of delivery;
the Parties can also send communication per electronic post to the email address provided above. Any notice given by Vendor to the other which is send via email during the normal business hours of the email addressee shall be deemed to have been received on the same day as the email was send.
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