1.QUOTATIONS/PROPOSALS
1.1 Upon acceptance of the quote/proposal, the client agrees that all work done, products supplied and/or services rendered are so supplied and/or rendered in accordance with the standard terms and conditions of Dueltron (Pty) Ltd hereby referred to as the Company.
1.2 Once a purchase order has been issued the quotation reference number must be stated. The terms and conditions contained on your purchase order will not apply to, supplement, or supersede any provisions contained in this quote or proposal and/or the attached agreements.
1.3 Should this quote, or proposal include the provisions of third-party software supplied by Dueltron that necessitates the acceptance by the client of the third-party supplier’s end- user license agreement, then upon acceptance of the quote or proposal, the client will be deemed to have accepted the third-party supplier’s end-user license agreement.
1.4 The accepted quote or proposal substitutes and supersedes any previous quotes or proposal issued regarding the subject matter thereof.
1.5 All pricing in this quotation/proposal is quoted in South African Rand and includes VAT.
1.6 Unless a price has been quoted by Dueltron, which price will then apply, the price of the services and/or goods will be the current ruling price of Dueltron on date that the services and/or goods are supplied/delivered to the client.
1.7 Software and Hardware will be invoiced upon delivery.
1.8 Pricing for Professional Services is estimated and subject to a finalized statement of work or as set out by the milestones from time to time in the Project plan or contract.
1.9 Any products that contain licencing or maintenance are renewable on an annual basis, regardless of date or time of implementation by the Client. Renewal of licences will be payable annually on the anniversary date of the initial Purchase Order. Upon written request by the Client, Dueltron may be approached to provide a 3 (three) month grace period for licence or maintenance renewal, only if implementation by the Client has not been completed.
2.PRICING
2.1 Pricing is subject to rate of exchange adjustments, the following procedure will apply unless specifically, otherwise agreed in writing:
2.1.1 Prices shall indicate the base rate of exchange (ROE) used to convert the foreign portion to South African currency. Any increase or reduction in the relevant amount due to any fluctuation in the rate of exchange or revaluation of currencies shall, irrespective of whether the price is fixed or not, be subject to the following conditions:
2.1.1.1 Fluctuations between quotes and contract bill of materials will be subject to ROE adjustments with the ROE determined at the average buy and sell rate on the quote based upon the closing rates of Nedbank of the previous day (day before the quote)
2.1.1.2 Fluctuations between quote date and order date: The order amount in South African currency will be determined at the average buy and sell rate on date of order based on the closing rates of Nedbank of the previous day (day before the PO date)
2.2 Notwithstanding clause 2.1 and any other provision in these General Terms and Conditions the price contained in the quotation/proposal shall be valid and binding for a period of fourteen (14) days.
3. INVOICING.
3.1 Invoices are due and payable immediately upon presentation. Clients are granted a 30 (thirty) day grace period, calculated from the date of the invoice, in which the invoice must be settled in full. Invoices will be rendered periodically against agreed milestones, delivery, and completion of work.
3.2 Any delays or other unforeseen difficulties caused by the client which are beyond the control of Dueltron, may result in additional charges and/or delays.
3.3 All prices quoted include VAT unless stated otherwise.
3.4 Any reasonable disbursements, including accommodation and travel, incurred by Dueltron in connection with the services rendered, will be agreed upon with the client and will be charged to the client at cost. This clause only applies if no provision for disbursements are made in the quotation/proposal.
3.5 In the event of any portion of an invoice being disputed, then the client undertakes to forthwith pay the undisputed amount of such invoice according to the agreed terms of credit allowed in the terms of this agreement.
3.6 Interest is payable on overdue accounts, calculated from days 31 of the date of invoice, at 6% per month as permitted by the National Credit Act 34 of 2005.
4. GRANTING OF CREDIT
Dueltron does not allow any credit and therefore will not accept any credit agreements.
5. CONFIDENTIALITY
The recipient of information as per the agreement with Dueltron, agree to keep the information confidential and not to disclose any such information to unauthorized persons.
6. INTELLECTUAL PROPERTY
6.1 Dueltron remains the owner of all copyright and other intellectual property rights in all utilities, software, solutions,designs, techniques, methods, methodologies, tools, processes, templates, data or other materials provided, created or developed either before or during the rendering of services by Dueltron.
6.2 Dueltron reserves the right, where payments are outstanding, to exercise a lien in respect of those outstanding fees over any processes implemented, infrastructure and other solutions including any documentation relating thereto, which has been delivered to the client.
7. LIMITATION OF LIABILITY
7.1 Dueltron will not be held liable for defective goods or services. In the event of any defects, written notice must be received by Dueltron within 48 hours after delivery of the goods or installation and activation of the services to the client, detailing the defect.
7.2 Liability to the client for any damages allegedly sustained by the client, including any damages allegedly arising out of Dueltrons’s negligence or that of its employees, agents or subcontractors will be limited to the replacement of goods and/or providing the services, whichever is applicable.
7.3 Neither party will under any circumstances be liable for any consequential damages, special or otherwise, including but not limited to loss of business, loss of profits or anticipated savings, whether foreseeable or not.
7.4 In the event of a delict, breach of contract or breach of warranty, Dueltron will not be held liable for any amounts which cumulatively exceed 50% (fifty percent) of the total amount received by Dueltron in respect of the services performed in terms hereof.
8. FORCE MAJEURE AND LIMITATION
8.1 Neither party will have any claim against the other party (“the affected party”) for any delay or failure of the affected party to carry out any of its obligations under this agreement arising from or attributable to acts of God, war, terrorism, government, labour action or unrest, failure of suppliers or contractors or any other cause whatsoever beyond the control of the affected party (“force majeure”).
8.2 The performance of the obligations of the affected party will, subject to clause 7.2, be suspended for the duration of the force majeure, which will be deemed to commence only upon the date of written notice by the affected party to the other party. Upon cessation of the force majeure, this agreement will again become fully operative and the affected party will immediately resume its performance.
9. BREACH AND TERMINATION
In the event of termination, for any reason whatsoever, the client is liable to pay any fees and expenses incurred up until the date of termination.
10. NON-WAIVER
Any extension of time or any other relaxation of indulgence granted by either party to the other party will not be deemed to be a waiver by that party of any of its rights of the terms and conditions of this agreement.
11. LEGAL COSTS
If Dueltron institutes legal action against the client for whatever reason, then the client will be liable to pay the legal costs of Dueltron calculated on an attorney and own client scale.
12. GENERAL CONDITIONS
This Agreement constitutes the entire Agreement between the parties regarding the subject matter hereof.