Terms and Conditions: Commercial - General Conditions of Sale
Pure Energy Solutions for Sub-Saharan Africa
Commercial - General Conditions of Sale
Legal Terms and Conditions
Introduction
Welcome to the Vert Group website.
(http://.vertgroup.co.za)
The websites and domains are operated and controlled by Vert Energie Groupe and Vert Group companies (collectively referred to as “Vert Group Vert” and or individually as a “Group Entity”).
Entities listed below.
- Verte Energy Groupe ,
- Vert Corporate House (Pty) Ltd,
- Vert Energy Africa (Pty) Ltd,
- Vert Energy Systems (Pty) Ltd,
- Vert Amandla (Pty) Ltd and
- Vert Marketing (Pty) Ltd
By using the Website, you and any person using the site (collectively referred to as “User”) confirms to have carefully read, understood, and agreed to abide by the terms and conditions of use as stated below.
The Vert Group Privacy Policy has been provided in the interest of protecting the privacy of our customers and is in compliance with the POPIA Act
Vert operates and controls the Website in compliance with the Privacy Policy to ensure that Users can use the Website with peace of mind.
Please refer to the Privacy Policy for details regarding the protection of private information.
Our company specializes in consulting, product development, and customer support. We tailor our services to fit the unique needs of businesses across various sectors, helping them grow and succeed in a competitive market.
Our company specializes in consulting, product development, and customer support. We tailor our services to fit the unique needs of businesses across various sectors, helping them grow and succeed in a competitive market.
Our company specializes in consulting, product development, and customer support. We tailor our services to fit the unique needs of businesses across various sectors, helping them grow and succeed in a competitive market.
Our company specializes in consulting, product development, and customer support. We tailor our services to fit the unique needs of businesses across various sectors, helping them grow and succeed in a competitive market.
Our company specializes in consulting, product development, and customer support. We tailor our services to fit the unique needs of businesses across various sectors, helping them grow and succeed in a competitive market.
Our company specializes in consulting, product development, and customer support. We tailor our services to fit the unique needs of businesses across various sectors, helping them grow and succeed in a competitive market.
Our company specializes in consulting, product development, and customer support. We tailor our services to fit the unique needs of businesses across various sectors, helping them grow and succeed in a competitive market.
You can reach our customer support team by emailing info@yourcompany.example.com, calling +1 555-555-5556, or using the live chat on our website. Our dedicated team is available 24/7 to assist with any inquiries or issues.
We’re committed to providing prompt and effective solutions to ensure your satisfaction.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
The following domains are controlled and administered by Vert Group.
- energiegroup.africa
- energyoncall.co.za
- energyoncall.com
- gdrgroup.co.za
- vertamandla.co.za
- vertenergy.africa
- vertenergy.co.za
- vertenergysystems.co.za
- vertgroup.co.za
- vertgroup.mobi
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
We offer a 30-day return policy for all products. Items must be in their original condition, unused, and include the receipt or proof of purchase. Refunds are processed within 5-7 business days of receiving the returned item.
VERT ENERGY AFRICA TERMS AND CONDITIONS OF SALE
1. DEFINITIONS:
1.1. “Agreement” means the sale agreement to which these Terms and Conditions are attached, as concluded between Vert Energy
Africa and the Customer;
1.2. “CPA” refers to the Consumer Protection Act, 68 of 2008 and any associated or ancillary regulations or amendments thereto as
enacted from time to time;
1.3. “NCA” refer to the National Credit Act, 34 of 2005 and any associated or ancillary regulations or amendments thereto as enacted
from time to time;
1.4. “Customer” refers to inter alia: Any government institution, limited company, limited liability company, private entity, non-profit
organisation, sole proprietor and/or private individual, who will act as the purchaser of the Products and / or Services;
1.5. “Vert Energy Africa” refers to “Vert Energy Africa”, a company with limited liability registered in accordance with the Company
Laws of the Republic of South Africa, with Company Registration Number: 2011/003738/07, which company is a distributor of the
products defined above, and the supplier of the Services defined herein;
1.6. “Party / Parties” refers to either the Customer, Vert Energy Africa or both of them collectively as adduced by the context;
1.7. “Products” in these Terms and Conditions, refers to all products supplied by Vert Energy Africa, including but not limited to, heat
exchange products, lighting towers, transfer switches and controls, load banks, control systems, motors and drives, generators,
diesel engines, alternators, welders, pumps, power transmission, etc. This list is not exhaustive, and the terms “products” is meant
to include all Products in any way used in conjunction with the aforementioned list;
1.8. “Control Systems” in these Terms and Conditions refers to all generator controllers, protection devices and relays, interfaces,
current transformers, switchboards and panels, remote maintenance boxes and maintenance apps;
1.9. Services” refers inter alia to the sale of commissioning, repairs and rewinds, fuel delivery, remote monitoring and service and
maintenance in respect of the products and or other activities not herein defined; and
1.10. “T’s and C’s” / “Terms and Conditions” refers to these Terms and Conditions as signed at the time of the Agreement being entered
into, and amended on notice by Vert Energy Africa from time to time.
2. GENERAL
2.1. These T’s and C’s relate to the Agreement between Vert Energy Africa and its Customer(s) as provided for hereabove and govern
the contractual and business relationship of Vert Energy Africa and the Customer.
2.2. These terms and conditions, as re-issued or revised by Vert Energy Africa from time to time, apply to all orders placed with Vert
Energy Africa, and such orders are subject to acceptance by Vert Energy Africa and shall be deemed to be supplied subject to
these T’s and C’s.
2.3. No condition contained in any order form, acknowledgement of order or otherwise, shall form part of the Agreement or override
these Terms and Conditions unless expressly agreed to in writing by both parties.
2.4. These T’s and C’s in association with the Agreement, constitute the sole record of the Agreement between the Parties. Neither
Party shall be bound by any express, tacit or implied term, representation, warranty, promise nor the like not recorded herein.
2.5. This Agreement and these T’s and C’s supersede and replace all prior commitments, undertakings or representations, whether
oral or written, between the Parties. No addition to, variation, novation or agreed cancellation of any provision of this Agreement
or these Terms and Conditions, specifically including this clause, shall be binding upon the Parties unless reduced to writing and
signed by or on behalf of the Parties. This clause specifically confirms that a written variation as implied above shall exclude writing
as defined in the Electronic Communications and Transactions Act and writing herein refers to manuscript signature of the
Agreement and these T’s and C’s. This does not preclude the Parties from communicating by way of electronic mail in all
negotiations, or for the purposes of rendering quotations or for any other reason that may be required in terms hereof.
2.6. Should there be any conflict or inconsistency between these T’s and C’s, the Agreement and other agreement/s concluded
between the parties, then these Terms and Conditions as attached to the Agreement shall prevail.
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3. ORDER CONFIRMATION
3.1. Quotations are done in writing to the Customer and unless otherwise agreed, are valid for a period of thirty (30) days from issue
date of the quotation and subject to the any variation that may arise as a result of currency fluctuations.
3.2. Vert Energy Africa reserves the right to refuse an order in the event of non-compliance to these terms and conditions of sale.
3.3. Vert Energy Africa confirms that all orders must be received in writing from the Customer, shall be processed with the utmost
speed, having regard to the technical nature of the Product being distributed by Vert Energy Africa, and further having regard to
standard operating turnaround and manufacturing lead times.
3.4. In the event of specially manufactured products being sourced Vert Energy Africa will only order the Products once these T’s and
C’s are accepted and the deposit as stipulated in the quotation has been paid by the Purchaser to Vert Energy Africa.
3.5. In the case of cross-border transactions and upon receipt of the written acceptance, of the quotation by the Customer, as signed
by a duly authorised representative of the Customer, full payment of the purchase price of the Products is required to be paid to
Vert Energy Africa prior to shipment of the Products to the Customer. Any duties or taxes payable in respect of transportation of
the Products into the Customer’s country must be paid by the Customer directly to the local authorities in the country of final
destination.
3.6. Shipping, Logistical and similar transportation charges will be for the account of the Customer and charged accordingly. These
charges can include the Customer’s collection or Vert Energy Africa use of a logistics entity to deliver the Products.
3.7. Vert Energy Africa shall not be liable for any failure to deliver the Products, where the Customer provides or provided incorrect
information in the written order confirmation. The Customer shall be liable for the costs incurred relating to any such incorrect
order, including, but not limited to: the collection of; further delivery of; the Products by either the Customer or Vert Energy
Africa.
3.8. Vert Energy Africa confirms that should any fault be found relating to Vert Energy Africa’ order process, such fault shall be
timeously corrected by Vert Energy Africa.
4. PRICING
4.1. All prices, whether payable in South Africa or in the country of delivery, are quoted exclusive of applicable tax and duties.
4.2. Prices are either deemed to be firm for the period of validity specified on the quotation, or subject to a change in the rate of
exchange albeit during the quotation period.
4.3. Payment in respect of products and/or services within the Republic of South Africa is payable solely in South African currency as
per the agreed payment terms on the quotation. For Customers with approved credit facilities the payment shall be within 30
days from date of statement. For transactions with the Customer outside the Republic of South Africa payment shall be done
before and/or upon presentation of the invoice and prior to dispatch of the products.
4.4. Failure to pay any installment on a due date in respect of products purchased, all amounts owing by the customer shall
immediately become due, owing and payable by the customer. Any outstanding obligations, warranties and customer support
shall be suspended pending full payment of any outstanding amounts.
4.5. Any amount stated in a currency other than South African Rand (ZAR) or products subject to exchange rate fluctuation shall be
paid in South African Rands by using the exchange rate applicable on the date of the invoice, as obtained from: First National Bank
of South Africa a division of First Rand Bank Limited https://www.fnb.co.za/.
4.6. Price quoted is linked to forward exchange rate as products are ordered from the International suppliers, the customer shall have
the option to secure these orders by instructing the company to purchase a forward exchange contract to secure this price, by
means of a 30% deposit payable on order placement. Should the customer elect not to exercise this option, they hereby accept
liability for any difference in price and shall pay this difference prior to delivery of their goods.
5. TESTS – QUALIFICATION
5.1. The Products manufactured by the suppliers are checked and tested before leaving its factories. Customers may be present at
said tests if specified on the order.
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5.2. Specific tests and/or trials, as well as approval of Products, requested by the Customer, whether carried out on the Customer's
premises or in the Manufacturer’s factories, on site, or by control and inspection agencies, must be specified on the order and
are always at Customer's expense.
5.3. Prototypes for Products specially developed or adapted for a Customer must be qualified by the Customer before serial production
in order to ensure that compatible with the other components that make up their equipment, and that they are adapted to their
intended use. Said qualification will also enable the Customer to ensure that the Products comply with the technical specification.
In this respect, the Customer and Vert Energy Africa shall sign a Product Approval Form in two originals, one of which shall be
retained by the Customer and one by the Seller. In the event that the Customer requires delivery without having firstly qualified
the Products, said Products shall be delivered as they stand and shall always be deemed to be prototypes; the Customer shall
then be solely liable for using the Products or delivering them to its own customers. However, the Manufacturer may also decide
not to deliver the Products that have not received the Customer's prior approval.
6. DELIVERY
6.1. Delivery dates are indicated as accurately as possible depending on production and availability of the Products. However, Vert
Energy Africa shall not be liable for any failure on the part of its suppliers to deliver the Products within the originally prescribed
time-periods for whatsoever reason and reserves the right to amend these availability dates.
6.2. Lead-times for the production and/or delivery of the Products can be any time from 1 week to 48 weeks calculated using “business
days”. Under no circumstances shall lead-times be the cause of order cancellation by the Customer, and once an order has been
placed, the Customer will be liable for the costs associated with the production and delivery of the Products, unless otherwise
agreed and signed by the Parties in writing.
6.3. Products will be delivered only if the Customer has fulfilled all obligations as per the Agreement and if the Agreement has been
completely and correctly signed by the Customer.
7. GUARANTEE
7.1. New and un-used Products delivered directly to the Customer carries a guarantee under the following conditions:
7.1.1. 12 Months from date of installation and Commissioning or 18 months from date of sale whichever occurs first subject
to the prescribed O.E.M guidelines of warrantied running hours
7.1.2. 3 Months from date of commissioning for workmanship performed on repairs, rewinds and services.
7.2. This guarantee confirms that Vert Energy Africa will correct, without further charge, defects in the Product arising from faulty
manufacture or deficient materials or components, provided that the Product is returned to Vert Energy Africa before the expiry
of the guarantee period together with a full account of all the defects experienced.
7.3. While the Product is under warrantee, no consequential damages and incidental costs will be borne by Vert Energy Africa, subject
to the caveat that should no fault be found in the manufacture, deficient materials or similar defect, thereby indicating incorrect
Customer usage of the Products, then the Customer will be liable for all charges associated with the repairs, delivery and collection
of the Products.
7.4. All Products parts and accessories are warranted in terms of Annexure A from date of delivery to Customer by Vert Energy Africa,
but only under the condition that those parts and/or Products are fitted and/or supplied by Vert Energy Africa.
7.5. Vert Energy Africa shall not be liable for any loss, damages, or injury as a result of services, repairs or modifications made to the
Products by anyone other than a duly authorised representative of Vert Energy Africa. Any such services or modifications by other
parties will immediately result in the termination of any further guarantee obligations in favour of the Customer and the Customer
understands that it shall be solely responsible for damages resulting from unauthorised services, repairs or modifications.
7.6. Should services, repairs and modifications be done by anyone other than Vert Energy Africa and a need for parts arise, Vert Energy
Africa reserves the right to query and question the purpose of the purchase under which circumstances no warrantee relating to
the repairs, modifications or service will apply, save for any inherent part-related warranty.
7.7. Compensation will not be paid for wages, loss of profit, loss of productivity, or any other patrimonial future-dated loss, resulting
from any defects in the Products.
7.8. If during the standard warranty period or any extended warranty period, the Customer needs to return the Products for service,
Vert Energy Africa will not be liable or required to supply loan Products. Should there be extreme circumstances relating to the
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Customer’s need, Vert Energy Africa will attempt (without incurring any obligation whatsoever) to supply loan Products if and
when available. It is imperative that the Customer understands that no obligations exists on Vert Energy Africa to provide loan
Products, and any loan Products so provided shall be conditional upon the Customer signing indemnity for the use of the loan
Products as a bare minimum.
7.9. The Customer will be liable for any repair or replacement costs, wherein the Products have suffered damage, either as a result of
negligence, accident or intentional damage.
7.10. It is a requirement that the Customer formally insure the Products for its full replacement value prior to the transfer of ownership
of the Products in full, and the Customer remains solely responsible for the payment of any and all insurance premiums. Such
insurance constitutes a material aspect of the Agreement and these T’s and C’s and must be in place should there be any damage
or loss of Products from the day of delivery.
8. INFORMATION TECHNOLOGIES (IT)
8.1. Vert Energy Africa will brief the Customer and include in the quotation, the cost of Computer Hardware and Computer Software
that is compatible with the Vert Energy Africa electronic Products.
8.2. Vert Energy Africa will not be held liable should the Customer choose not to purchase the Computer Hardware with compatible
Computer Software from Vert Energy Africa.
8.3. In this instance the Customer is obliged to:
8.3.1. Supply IT Support at the Customer’s own cost;
8.3.2. Operate with Software that is legally licenced;
8.3.3. Take the risk of partial or non-functional Vert Energy Africa Products which will not be refundable to the Customer by
Vert Energy Africa;
8.3.4. Remedy any non-functional elements of the Products by purchasing the correct Hardware and Software to ensure the
optimal functionality of the Products; and
8.3.5. Not delay payment to Vert Energy Africa as a result of partially or non-functional Products.
8.4. SUPPLIER RESPONSIBILITY TO SYSTEMS
8.4.1. To continue support for all recommended IT hardware and software. This support shall only be carried out in the event
that the Customer makes use of the recommended hardware and software and makes use of same in the correct and /
or recommended manner.
8.4.2. The Supplier’s responsibility as outlined above shall only relate to the recommended hardware, software and correct
use thereof, and the obligation to repair free of charge shall not relate to a situation where the Customer has installed
non-recommended hardware or software, alternatively fails to use the hardware or software in the recommended
manner, or further alternatively, should the Customer install software which clashes / damages the recommended
software.
8.4.3. In an instance of clashing software / malware, the Supplier reserves a right to charge for any repair work performed and
constitutes an immediate voiding of the warranty contained herein.
8.5. CUSTOMER RESPONSIBILITY
8.5.1. The Supplier’s warranty shall immediately be voided alternatively any risk associated shall immediately attach to the
Customer in the event that:
8.5.1.1. The Customer fails to use recommended software or hardware;
8.5.1.2. The Customer fails to use the hardware or software correctly, including but not limited to the incorrect
installation of software;
8.5.1.3. The installation of software which clashes / alters or damages the correct working of the Supplier’s
recommended software.
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8.5.2. In the aforementioned circumstances, any warranty shall be voided, and the Customer shall be solely liable for all risk
attached to such conduct and be liable for the payment of any costs associated with repair.
9. ENVIRONMENTAL FACTORS
9.1. Vert Energy Africa will in instances applicable to specific Products supply information in respect of environmental factors that will
or may impact the functionality of the Products.
9.2. Vert Energy Africa will not be liable should the Products not reach optimal functionality as a result of non-compliant environmental
factors and accordingly, absolutely no financial claim or liability will attach to Vert Energy Africa by virtue of the Customer’s failure,
and no claim for refund of the Products or any other cost occurred by the Customer shall become extant.
9.3. The Customer will not delay payment to Vert Energy Africa as a result of non-compliance on the part of the Customer.
10. OWNERSHIP OF THE PRODUCTS
10.1. Ownership of the Products will pass to the Customer only when the full purchase price for the Products is paid to Vert Energy
Africa and the funds reflect in Vert Energy Africa’ nominated bank account.
10.2. Ownership of the Products will not pass on partial payment for the Products or upon payment of the deposit by the Customer.
10.3. Risk of damage to and/or or loss of the Products shall pass to the Customer at the time when the Customer takes delivery of the
Products.
10.4. The Customer is required to take out comprehensive insurance covering the full replacement value of the Products to insure
against any incidents or risk occurring from date of delivery of the Products, until date of payment in full. Confirmation of this
comprehensive insurance must be provided to Vert Energy Africa within 14 calendar days of delivery of the Products.
10.5. The customer hereby waives any right it may have for a spoliation order against Vert Energy AFRICA in the event that Vert Energy
Africa takes possession of any goods. Notwithstanding the above, the risk of loss or damage in the goods shall pass to the
Customer on delivery.
11. PAYMENT AND INTEREST
11.1. The Customer shall pay the full purchase price of the Products and all other agreed costs including travelling and service charges
as per the agreed payment terms presented on the quotation, proforma invoice and or the tax invoice.
11.2. In the event of a cross-border transaction the full purchase price for the Products will be payable in advance to Vert Energy Africa
by the Customer.
11.3. If the Customer fails to make the payment on the due date, Vert Energy Africa shall be entitled to apply a monthly interest charge
at the prime interest rate plus three percent (3%) or the maximum legal rate allowed by applicable law, whichever is lower, on all
past-due payments calculated from the due date.
11.4. In the event of the Customer defaulting in making payment of any amount that has become due and owing, then the full balance
outstanding (whether due or not) will immediately become due and payable without notice to Vert Energy Africa.
12. RECOVERY OF LEGAL /COLLECTION COSTS
12.1. Should Vert Energy Africa instruct its attorneys or collection agent to collect any overdue amounts, or to take any action against
the Customer in the implementation or protection of its rights, Vert Energy Africa shall be entitled to the recovery of all legal or
collection costs arising there from, on the scale as between attorney, agent or collection agency and own client, including
collection commission of 10%.
13. OBJECTIONS TO STATEMENT
13.1. If the Customer should fail to object to any item appearing on statement of account within fourteen days of date of the dispatch
of the statements, the accounts shall be deemed to be in order.
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14. CHANGE OF ADDRESS OR BANK DETAILS
14.1. The Customer undertakes to notify Vert Energy Africa forthwith in writing of any change of address or bank account details.
15. CHANGE OF OWNERSHIP
15.1. The Customer undertakes to notify Vert Energy Africa, in writing, within seven days of any change in Ownership of the Customers
business, or should the entity be a limited company, of its share transactions whereby the majority shareholding is affected, failing
which notice the entire balance owing, whether due or not, will immediately be deemed to be due and payable by The Customer.
In addition to aforementioned, the Customer acknowledges that immediately upon any change of Ownership in the entity any
outstanding amount whether due or not shall be deemed to be forthwith payable by the Customer to Vert Energy Africa.
16. CANCELLATION
16.1. Intention by the Customer to cancel an order for Products must be done in writing and must be fully descriptive of the Customer’s
reason for the cancellation request.
16.2. For specially manufactured non-stock products and or order quantities exceeding 4 units the following order cancellation fees
shall apply:
16.2.1.after order confirmation 15%
16.2.2.after drawing approval 40%
16.2.3.< 8 weeks before delivery 75%
16.2.4.< 4 weeks before delivery 100%
16.3. The deposit amount paid by the Customer will under no circumstances be reimbursed and will be applied to cover cost incurred
by Vert Energy Africa including but not limited to: manufacture costs; logistical and transportation costs; cross-border finance
costs; any ancillary cost associated with the cancellation of the order for Products.
17. POSTPONEMENT OF DELIVERY
17.1. Any goods ordered by the customer should be collected no later than one month after the requested delivery date completion.
In case the Customer is unable to pick up the goods, Vert Energy Africa shall at its discretion elect to invoice specific fees
18. LABOUR CHARGE
18.1. A “labour charge” will apply and be charged by Vert Energy Africa to the Customer, in respect of all Products which are not under
warranty.
18.2. A minimum labour fee will be charged for any service done off-site at the Customer’s premises or on-site at Vert Energy Africa
offices.
18.3. Should the service time exceed one (1) hour, the minimum labour fee will be charged for the 1st hour and then per hour or partthereof thereafter.
18.4. When travel from the office is required for any service, a travelling cost will apply.
19. APPLICABLE LAW
19.1. The agreement of sale, and the terms and conditions thereof, are governed by the law of the Republic of South Africa;
19.2. Any dispute relating to any offer issued or agreement entered into by the parties shall be the sole jurisdiction of the South Gauteng
High Court, Johannesburg in all proceedings.
19.3. The confidentiality obligation shall apply throughout the period during which the order if fulfilled and for 5 (five years)
subsequent to completion or cancellation thereof, regardless of the reasons therefor.
20. INCOTERMS
20.1. Sales are governed by the current edition of the INCOTERMS published. Products shall be quoted based on the appropriate
Incoterm dispatched according to the conditions stated on the customer’s order in reference to the quotation.
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21. CONFIDENTIALITY
21.1. Parties undertake to maintain confidentiality of all technical, trade, financial or other information received, whether orally, in
writing or by any other means of communication, when any order is negotiated and or fulfilled.
22. INDUSTRIAL AND INTELLECTUAL PROPERTY
22.1. Data, studies, results, information or software, whether patentable or not shall remain the property of Vert Energy Africa.
22.2. With the exception of instruction and maintenance manuals, documents of any nature remitted to the Customer shall remain
the exclusive property of the original equipment manufacturers and must be returned to Vert Energy Africa upon request, even
if the Customer was invoiced for a portion of the cost of the study, and said documents may not be disclosed to third parties or
used without Vert Energy Africa's prior written agreement.
23. TERMINATION
23.1. Vert Energy Africa reserves the right to terminate immediately, by right and without the need for any judicial formalities, the
contract in the event of failure to pay any portion whatsoever of the price when due, and/or in the event of any breach of any
of the Customer's contractual obligations. Deposits and any amount already paid shall be retained by Vert Energy Africa,
without prejudice to the Vert Energy Africa’s right to claim damages. In the event that the contract is cancelled, the Products
must be returned to the Vert Energy Africa immediately, regardless of where the Products are located, at Customer's expense.
24. FORCE MAJEURE
24.1. With the exception of the Customer’s obligation to pay the monies owed to the Vert Energy Africa in respect of an order, the
Customer and Vert Energy Africa may not be held liable for the total or partial failure to perform their contractual obligations if
such failure results from the occurrence of a force majeure. Delays or disturbances in production that totally or partially result
from war (whether declared or not, terrorist acts, strikes riots, natural disasters, transportation delays, shortage of components
or materials, governmental decision or action (including prohibition on import/export or the withdrawal of an import/export
license) shall, in particular, be deemed a force majeure.
24.2. If one of the parties is delayed or prevented from performing its obligations for a period in excess of 180 consecutive days, each
party may then terminate the agreement, by written notice to the other party, without liability. However, the Customer shall be
required to pay the price agreed pertaining to the Products already delivered on the date of termination as well as the storage
costs for undelivered Products.
25. PROHIBITION ON UNLAWFUL PAYMENTS
25.1. The Customer shall refrain from being engaged in any activity that would expose Vert Energy Africa or any of its affiliates to a
risk of penalties under laws and regulations of any relevant jurisdiction prohibiting improper payments including but not limited
to bribes or gifts of an obviously unreasonable amount to any government or its officials, political parties and or to any
customer or supplier.
26. TRADE COMPLIANCE LAWS
26.1. The Customer agrees that all applicable import, export control and sanctions laws, regulations, orders and requirements, as
they may be amended from time to time, including without limitation those of the European Union, the United States of
America, and the jurisdictions in which Vert Energy Africa and the Customer are established or from which Products may be
supplied, and the requirements of any licences, authorisations, general licences or licence exceptions relating thereto (“Trade
Compliance Laws”) will apply to its receipt and use of Products, as well as related services and technology. In no event shall the
Customer use, transfer, release, export or re-export the Products, related services or technology in violation of Trade
Compliance Laws. Vert Energy Africa shall have no obligation to supply any Products, or services unless and until it has received
any necessary licences or authorisations or has qualified for general licences or licence exceptions under Trade Compliance
Laws.
26.2. If for any reason any such licences, authorisations or approvals are denied or revoked, or if there is a change in any Trade
Compliance Laws that would prohibit Vert Energy Africa from fulfilling the contract, or would in the reasonable judgement of
Vert Energy Africa otherwise expose itself and/or its Affiliate(s) to a risk of liability under Trade Compliance Laws, Vert Energy
Africa shall be relieved without liability of all obligations under the contract.
DESIGNED TO PERFORM BUILT TO LAST
ELECTRIC POWER GENERATION SOLUTIONS
APPLICANT
INITIALS
WITNESS VERT
27. SEVERABILITY
27.1. Should any clauses and/or provisions of these Terms and Conditions of Sale be held to be or become null or void such clause
shall be deemed to be severed from the agreement and the remainder of the agreement shall continue to be in full force and
effect.
28. DISPUTES
28.1. The parties shall make their best efforts to amicably settle any dispute they may have in relation with the interpretation or the
execution of this contract. In case of failure to reach such an amicable settlement within a 30 (thirty) day period, such dispute
shall then be referred to the appointed court.
29. DOMICILLIUM FOR NOTICES
29.1. The Customer chooses Domicilium Citandi et Executandi for all purposes arising out of this application at the Physical Address
set out in each quotation. Any notices to a party shall be addressed to it at its domicilium aforesaid and shall be deemed to have
been validly given if sent by prepaid registered letter, delivered by hand at such address or sent by electronic mail, which notice
shall be deemed to have been received 7 days after such posting by pre-paid registered post or on the day the notice was
delivered by hand or electronic mail