TERMS AND CONDITIONS: INSTALLATIONS, RELINING & REFURBISHMEN

 Terms & Conditions

1. INTERPRETATION

In this Agreement, clause headings are for convenience and shall not be used in its interpretation and, unless the context clearly indicates a contrary intention –

1. “Customer” means any person or persons at whose request or on whose behalf the Company undertakes to supply and install any goods, do any business, or provide any advice or service.
2. “Company” means TRS Props (Pty) Ltd, supplying and installing the goods.
3. “Goods” means any materials, products and or services supplied to the Customer by the Company.
4. “Agreement/Contract” shall mean this agreement, and such other terms and conditions of agreement as may be agreed in writing between the parties.
5. 5. “Parties” – the parties to this Agreement, TRS Props (Pty) Ltd and the other party as per the invoice.
6. 6. “Acceptance date” the date on which the quote and/or invoice is signed and/paid and therefore accepted. Any payments will be deemed acceptance of quote and/or invoice.
7. 7. “Final date” means the date when scope of works has been completed.

 2.  TERMS AND CONDITIONS TO PREVAIL   

1. These standard terms of agreement shall be deemed to be incorporated in and shall apply consistently to every agreement entered between the Company and the Customer. This Agreement shall commence on the Acceptance Date and shall terminate on the date of receipt of final payment. All guarantees shall remain intact according to this agreement - where all payments have been timely received by the Company. 

 3.  QUOTATIONS

1. Any quotation given shall not be an offer by the Company to sell the goods or services but constitutes an invitation by the Company to the customer to do business with the Company.
2. A quotation may be revoked at any time by the Company. In the event of the Company not accepting the customer’s order within 10 working days from the date thereof, the order shall be deemed to have been withdrawn.
3. A contract will only come into force once the Company accepts the customer’s order or if the Company supplies, or tenders to supply, the goods and services in question to the Customer.
4. The quotation is based on rates of exchange, freight charges, insurance, labour costs, material, taxes and other charges ruling at the date of the quotation. Any variations occurring subsequent to the date of the quotation in any of the aforesaid rates or changes, shall entitle the Company to vary the amount of the quotation accordingly.

 4.  SEPARATE AGREEMENTS   

1. Each quotation entered into and signed by the parties hereto shall constitute a separate agreement, incorporating the terms and conditions of this Agreement.
2. Additional work will only be accepted if reduced to writing and an additional quote is issued, and agreement reached between the parties, therefore.
3. In the event of any conflict between the terms of this Agreement and the terms of the quotation, the terms of this Agreement shall take precedence.
4. TRS Props (Pty) Ltd’s offers for sale of the materials and services covered by a quotation and the sale of any such materials and services shall be subject to the terms and conditions herein.

5.  PURCHASE PRICE AND PAYMENT 

1. The purchase price for the goods and/or services shall be the total as specified on the quotation.
2. A deposit of 70% (or a lesser percentage - and agreed progress payments for larger contracts) shall be payable within 3 days after acceptance of the quotation and no materials shall be ordered in advance and no work scheduled, unless the deposit is paid in full.
3. Quotations are valid for ten (10) days from date of quotation unless agreed and appended in writing, delivered and may be subject to revision depending on increase in material prices as well as professional fees. Quoted prices exclude additional work as per customers request, any additional work not quoted for will be quoted separately and subject to the terms and conditions herein - or as per signed Variation Order / Site Instruction pertaining. 
4. If the price stated in the quotation of the Company is subject to a discount, then that discount will only be allowed if payment is made timeously on or before the due date of the payment as stipulated on the invoice.
5. The quotation provided excluded the costs of any site related statutory requirements, which may attract additional fees.
6. Should any payment due by the customer to the Company not be made on due date, or should the Customer commit any other breach of this agreement, or be placed in liquidation, or commit any act of insolvency, then the full balance owing to the Company by the Customer, as at the date thereof, from whatsoever cause arising, shall immediately become due and payable without notice.
7. The Company in its sole discretion shall furthermore have the right to cancel the agreement between the Company and the Customer and refuse to deliver any further goods to the Customer. In such event the Customer shall have no claim or claims of whatsoever nature of kind against the Company arising out of such cancellation or the refusal of the Company to deliver any further goods to the Customer.
8. Unless otherwise stipulated in the agreement, the contract price is based on such “ex works delivery”, exclusive of the costs of freight, off-loading and insurance.
9. Any promissory notes and/or bills of exchange shall be deemed to have been accepted by the Company without prejudice to the Company’s claims or rights against the Customer in respect of the original cause of debt and the Customer hereby waives presentment, notice of dishonour and protest in respect of any promissory note or bill of exchange of which it is an endorser, surety or other party and of which the Company may become the holder
10. The Customer shall not be discharged from its obligation to pay the contract price until the Company actually recovers payment in full, notwithstanding the means and method of payment agreed upon by the parties.
11. Prices are exclusive of value added tax, which VAT the customer shall pay or reimburse to the Company simultaneously with the purchase price. The purchase price shall be payable by the Customer to the Company in the currency stated on the invoice, without deduction or set-off, and free from any exchange.
12. The Customer has no right to withhold payment for any reason whatsoever and will immediately be in breach of the agreement upon any attempts to do so. The Customer shall not be entitled to set-off any amounts, which may be claimed by the customer from the Company, against any amounts owing by the Customer to the Company.
13. Final payment shall be made within 2 calendar days (48 hours) after completion and signing off of the project.
14. Interest at the rate of prime plus 2.5% per month shall be charged on the overdue balance.

6.  RISK

1. It is incumbent upon the Contractor who orders, supplies or purchases goods for the project to ensure goods are adequately insured against transportation, damage and theft, and to ensure that the transportation / carrier are covered for road incidents, accidents, third party loss or theft - until goods arrive on site, where it will fall under the site / all risk insurance of the Contractor or of the Client until goods are used or installed. Thereafter any goods supplied, remaining behind will be entirely the responsibility of the Customer. 
2. The Client shall make adequate provision for the safe storage of the materials on site and shall take full responsibility of any third parties/sub-contractors on site should any damages occur to the material.

7.  DELIVERY

1. Any claims for shortages or damage to the goods must be made in writing by the Customer at the time of drawing the snag list, which will be addressed after which project sign-off by the Customer will follow. After acceptance and sign-off the Company shall be excused from all liability in respect of such claims.
2. Any delivery date indicated by the Company shall not bind the Company to affect delivery or service on such date where it relies upon this parties to deliver goods to site. The Customer shall accept delivery and/or service when it is tendered and shall not be entitled to withhold or defer payment, reduce the price or be entitled to any other remedy against the Company on account of such delays in effecting delivery and/or service.
3. The Customer shall be liable for all costs occasioned by its failure or refusal to take timeous delivery of the goods or make accessible the site from the Company.
4. The acceptance of any employee of the Customer on any official delivery note, invoice, or waybill of the Company or the similar paper of any authorised independent carrier of the Company shall constitute good and sufficient proof of delivery of the goods to the Customer.

8.  OWNERSHIP

1. Notwithstanding delivery of the goods by the Company to the Customer, ownership of the goods shall not pass to the Client until payment of the contract price has been paid and received in full. The Customer agrees that where failure to pay for completed work by the Customer, the Company reserves the right to remove all goods, work completed and products supplied and the fee which will be entirely for the Customers account. Any and all outstanding amounts and removal, legal and administration costs will be levied against and added to the Customer’s costs. 

9. WARRANTIES & INDEMNITIES

1. A two (2) year manufacturer warranty on the swimming pool top-coat is noted.
2. No warranties, guarantees or representations, expressed or implied whether by law, contract or otherwise, which are not set forth in this agreement, shall be binding on the Company. The goods are purchased “voetstoots”.  The Company shall not be liable for any inaccuracies in any drawing, specifications or other information supplied by the Customer.
3. The Company shall under no circumstances be liable for any special, consequential or indirect damages or losses.
4. The Company shall under no circumstances (except if gross negligence is proven) become liable to the Customer for any direct damages or losses sustained by the Customer, which are alleged to have been sustained by the customer as a result of, but not limited to:

                 1.  Any delay or failure in the manufacture or delivery of the goods;

                 2. Defective or incorrect materials, workmanship, design or specification.

         5.  Without prejudice to the provisions of 9.4.2, the Company’s liability on account of defective    

              materials and workmanship shall be limited exclusively to the repair or replacements thereof at 

              the Company’s sole discretion, but the Company shall nevertheless be excused from all liability 

              unless it has been notified of such defect in writing at the drafting the snag list, which will be 

              addressed at the Company’s discretion, after which project sign-off by the Customer will follow. 

              After sign-off the Company shall be excused from all liability in respect of such claims, whether the 

              defects be patent or latent.

         6. Returns, if accepted by the Company at its sole discretion and upon such terms as it may prescribe, 

             shall be credited in full, less a minimum of 10% (ten percent) or R500 (five hundred rand) 

             whichever is the greater, as a handling charge, subject to the goods being in a marketable 

             condition acceptable by the supplier, and provided further that the purchaser shall be liable for all 

             costs of delivery to the Company’s designated premises.

         7. In the event that the Customer provides any specifications or designs to the Company and requests 

             the goods to be manufactured according to such designs or specifications by the Company, their 

             supplier or relevant third party, then the Customer hereby indemnifies and holds harmless the 

             Company, supplier or relevant third party against all claims and expenses of whatsoever nature 

             and description arising from the alleged or actual infringement of any Letters Patent, Trade Marks, 

             Designs or copy rights occasioned by the Company’s performance.

         8. The Customer shall keep confidential and shall not use for any purpose all drawings and designs 

             supplied by the Company, and the Customer hereby indemnifies the Company against any loss 

             suffered by the Company as a result of the breach of this clause.

10.  BREACH

1. In the event of either Party (“the Defaulting Party”) committing any breach of this Agreement and failing to remedy the breach within 10 (TEN) Business Days of receipt of a written notice to that effect then, and in such an event, the other Party (“the Innocent Party”) shall be entitled, at its sole and absolute discretion, to either claim specific performance in terms of this Agreement, or cancel this Agreement, and may claim any such damages as the Innocent Party may suffer arising from such breach.
2. The Parties agree that, in the event of a breach of any of the provisions of this Agreement, the Defaulting Party shall be liable to the other Party for all losses which constitute direct and/or general damages.
3. Neither Party shall be liable to the other for any losses which constitute indirect, special or consequential damages.

11.  DOMICILIUM AND NOTICES

1. The parties choose as their respective addresses for the purpose of serving documents that institute legal proceedings and the execution thereof for all purposes under this Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature the irrespective addresses as captured on the quotation and/or invoice.
2. Any notice or communication required or permitted to be given in terms of this Agreement shall be valid and effective only if in writing and shall be delivered by email or registered post.