STANDARD TERMS AND CONDITIONS: DEFINITIONS

Transcription

1 STANDARD TERMS AND CONDITIONS: DEFINITIONS Customer PPECB Services - means the party to whom the service are rendered to - means Perishable Products Export Control Board, established under the Perishable Product Export Control Board Act No 9 of 1983, situated at 45 Silverboom Avenue, Platterkloof, 7500 Western Cape South Africa - means assessments, monitoring, inspections, information, program management, laboratory analyses, research and training and /or any other services provided by the PPECB 1. BACKGROUND 1.1. This agreement provides for the terms and conditions which shall apply for the delivery of services by the Perishable Products Export Control Board ( PPECB ) to the Customer. It is the sole responsibility of the Customer to determine that the goods and services ordered are suitable for the purposes of intended use Where the Customer has an existing written service level agreement, any such agreement shall be read with these standard terms and conditions. Where there is a contradiction between an existing agreement and this agreement then the terms and conditions set out herein shall apply. 2. PROVISION AND COST OF SERVICES 2.1. The services and cost thereof which shall be rendered by the PPECB to the Customer shall be as quoted or as published from time to time in the Government Gazette In instances where the actual cost of service delivery exceeds the quoted amount provided by PPECB, the actual cost of service delivery will apply and the Customer will be liable to pay the actual cost of service delivery In all instances where a service is delivered and unit rates are not sufficient to cover costs, PPECB will retain the right to, at its discretion, charge hour and or kilometer rates as listed instead of or in addition to the published fees. For administrative purposes hour and kilometer rates may be adapted to an equivalent tariff per unit. 3. TERMS 3.1. These terms and conditions shall apply to all services rendered by the PPECB to the Customer until the agreement is terminated. Either party may terminate the agreement by giving 30 (thirty) days written notice. The Customer may only terminate the agreement when all amounts due; owing and payable by the Customer to the PPECB have been settled in full Should the customer commit any breach of any obligations in terms of this contract and fail to remedy this breach within 7 (seven) days of receiving written notice to do so (via post, fax, hand delivery or notification to registered address), the other party shall be entitled to terminate this contract subject to clause 3.1 above The PPECB may, within the PPECB s sole discretion, suspend services to a Customer should the Customer fail to pay all outstanding invoices within the prescribed period of 30 (thirty) days from date of invoice date or if the Customer s outstanding debt exceeds the credit limit allotted to the Customer. 4. TERMS OF PAYMENT 4.1. All amounts due, owing and payable for services rendered by the PPECB shall be paid by the Customer within 30 (thirty) days from the invoice date. The Customer shall not set-off or counter-claim against any amount due, owing and payable by the Customer to the PPECB The PPECB s VAT Number is The Customer shall pay all amounts owing to the PPECB (as per invoices, statements or agreed prepayment terms) directly into the PPECB s bank accounts, which is as follows:

2 PPECB BANKING INFORMATION Account Name PPECB Account Type Bank: Current Account Standard Bank Branch: Thibault Square Branch Code: Account Number: The responsibility for payment resides with the party indicated on the consignment note (being the entity whose stationery is used) and no credit notes/re-invoicing will be allowed to third parties. It is the responsibility of the consignment note holder to pay PPECB and in turn collect monies from third parties (producers, exporters etc.) if such arrangements exist. In certain instances, with the written approval of PPECB Debtor s Department, invoicing to third parties will be allowed if such third party has agreed thereto in writing and the third party s account is in good standing with the PPECB Any queries on invoices/statements must be raised by the Customer in writing within 14 (fourteen) days from date of invoice/statement, where after the invoice/statement shall be deemed to be correct. An administration fee (refer PPECB price list) will be charged for invalid queries involving the retrieval of any source documents The Customer agrees that the PPECB may, at its own discretion, charge interest on amounts not paid as prescribed in clause 5.1 below at the maximum legal interest rate prescribed in terms of the National Credit Act from the date such amounts became due (30 days from date of invoice). 5. CREDIT TERMS 5.1. All customers of the PPECB will be allocated a specific credit facility, which facility the PPECB may at any time, within its sole and absolute discretion, grant, refuse, decrease, suspend or revoke. The PPECB need not supply reasons for its decision Credit facilities for services (except where specifically agreed to the contrary in writing) shall only be extended to a Customer against: A pre-arranged bankers guarantee, deposit or prepaid amount; and Proof of deposit or bank guarantee or pre-payment forwarded to PPECB before the account is opened In certain instances, but at the sole discretion of the PPECB, an unsecured credit limit may be granted subject to the strength of the Customer s latest available audited financial statements If, at any stage, the amount owing by the customer to the PPECB exceeds the amount of the bankers guarantee, deposit or prepaid amount, the customer will be required to settle such excess amount immediately, or risk suspension of all further services delivered by the PPECB until such excess amount is fully settled In the event of a Bankers Guarantee being provided as security then the Bankers Guarantee: Must be in the name of Perishable Products Export Control Board ; Will only be acceptable from recognized banks registered with the Registrar of Banks; Must be arranged with a 3 (three) month notice clause for cancellation from either party; and Must cover at least one month s credit (as reviewed from time to time); The original bank guarantee application for credit must be sent to the Debtors Department at PPECB s Head office; The PPECB will retain the right to call up any guarantee if payment for services rendered is withheld; The PPECB within its sole discretion has the right to call up any guarantee if payment for services rendered is withheld In the event of a deposit or prepaid amounts then:

3 The amount of the deposit or prepayment must be sufficient to cover services for a period of one month in advance; The service request and/or credit application must be accompanied by proof of deposit of the amount/pre-payment required and PPECB retains the right to withhold service until their own bank has verified deposit of such amount/pre-payment No interest will be paid on deposits lodged; If payment for services delivered is outstanding for a period of 60 days, the cost of such services will be offset against any deposit/guarantee held by the PPECB; Subject to no amounts owing to the PPECB, the PPECB undertake to refund the deposit or prepayment upon written request received from the client Service suspension Suspension of services will occur when the customer exceeds the Board credit terms or when the account is overdue No service will be given to a customer who is suspended until all outstanding money on the account has been paid A suspension of services can only be lifted by the Debtors Department and only upon receipt of the outstanding amount The customer shall provide PPECB with updated financial statements upon request as a condition for the continued extension of any credit granted or when deemed appropriate to evaluate the customer s financial situation Accounts suspended or exceeding its credit limit, will be re-evaluated in terms of credit limit (credit limit may be reduced and or deposit/guarantee requirements may be increased) The customer is responsible for managing its account within the allocated credit limit When the credit limit is reached or exceeded, the customer must immediately make a payment to reduce the outstanding account balance to below the credit limit, notwithstanding that the due date for payment (refer clause 4.1) has not arrived The continued granting of credit facilities is subject to timely payments in accordance with the terms and conditions of this agreement Credit limits will be reviewed periodically PPECB may, at its own discretion, permit customer account balances to exceed the stated credit limit. If this is done, it is temporary and at PPECB s own discretion and in no way an indication that the assigned credit limit is increased The Customer hereby authorizes the PPECB to obtain full information from the Customer s bank, trade references and any other relevant third parties regarding the Customer s creditworthiness and to record with any trade bureau the existence of the customer s account and conduct thereof The Customer undertakes to notify the PPECB of any changes to the detail contained in the customer s REGISTRATION document under the headings of CUSTOMER DETAILS, PERSONAL DETAILS, CUSTOMER CREDIT INFORMATION, CUSTOMER BANKING DETAILS, STATUS and AGENT NOMINATION Should the Customer breach any material term of this agreement, fail to notify of changes as per clause 5.7 above or be cited in any liquidation proceedings (for its own liquidation or judicial management, whether provisional or final) or pass a special resolution to be wound up voluntary (other than as part of a reconstruction or amalgamation) or enter into any compromise with its creditors, all amounts owing by the Customer to the PPECB whether or not they are then due and payable shall thereupon immediately become due and payable in one sum. 6. SAFETY, CORPORATE GOVERNANCE 6.1. The Customer undertakes to ensure the PPECB employee/contractor/consultant/board member s occupational health and safety is ensured. The Customer shall at all times adhere to the Occupational Health and Safety Act, 85 of The Customer undertakes to adhere to the provisions of the Protection of Personal Information Act, 4 of 2013, and shall advise the PPECB in writing should the Customer become aware of any hacking or unlawful access being obtained to the PPECB s information communication system.

4 6.3. The Executive of the PPECB wishes to know when the PPECB or any employee, official or Board member has committed an alleged breach and be afforded an opportunity to remedy (or enable any individual effected party to remedy) any such alleged breach. For the purpose of good governance, it is therefore agreed notwithstanding anything to the contrary in any Agreement or otherwise: 6.4. In the event that any party believes that the PPECB has breached any obligations under an Agreement, or otherwise such party shall notify the PPECB in writing. The PPECB shall have 14 (fourteen) business days (excluding weekends and public holidays) from the receipt of any such notice to cure the alleged breach and to notify the non-breaching party in writing that the cure has been effected before any alleged breach may have any legal consequences for the PPECB. If the breach is not cured by the PPECB within the 14 (fourteen) business days, the non-breaching party shall have all their usual legal remedies The PPECB choose as their domicilium citandi et executandi for all legal purposes under this Agreement, whether in respect of court process, notices or other documents of communications of whatsoever nature; including the exercise of any option, the following address: 45 Silwerboom Avenue, Plattekloof, 7500, Western Cape, South Africa, and the Customer the address on page one Any notice or communication which shall have any legal effect against the PPECB shall be in writing, and addressed to the Chief Executive Officer, PPECB: and delivered at the domicilium citandi et executandi above. 7. INDEMNIFICATION AND FORCE MAJEURE 7.1. The Customer agrees to indemnify, defend and hold harmless the PPECB, the Board, and/or any employee or officer appointed under the PPECB, from any claim arising out of or relating to anything done in good faith (honestly and without ulterior motive) in the exercise of a power or the carrying out of a duty conferred or imposed by or under the Perishable Products Export Control Act No 9 of Any service request is subject to cancellation by the PPECB due to force majeure from any cause beyond the control of the PPECB, including but not limited to: inability to secure labour, power, materials or supplies, or by reason of an act of God, war, civil disturbances, riots, state of emergency, strikes, lockout or other labour disputes, fire, flood, drought or legislation. 8. GENERAL 8.1. This contract represents the entire agreement between the Customer and PPECB and that no alterations or additions to this contract may be effected unless agreed to by both parties, reduced to writing and signed by the Customer and a duly authorised representative of the PPECB This agreement is applicable to all existing debts between the parties, is final and binding and is not subject to any suspensive or resolutive conditions. The invalidity of any part of this contract will not affect the validity of any other part The Customer acknowledges that no representations were made by the PPECB in regard to the services or any of the qualities leading up to this contract. The Customer agrees that no indulgence by the PPECB will affect the terms of this agreement or any of the rights of the PPECB and such indulgence shall not constitute a waiver by the PPECB in respect of and of its rights herein The PPECB shall have the right to institute any legal action in either a Magistrate s Court or the High Court of South Africa at its sole discretion, should the Customer not comply in terms of the conditions of this Agreement Any printout of computer evidence tendered by any party shall be admissible evidence and no party shall object to the admissibility of such evidence purely on grounds that such evidence is computer evidence.

5 CUSTOMER CONFIRMATION AND ACCEPTANCE I/we warrant and confirm the correctness of the information provided above and confirm that I/we am/are duly authorized to contract for and on behalf of the above organization. I/we confirm that I/we have read and accepted the standard terms and conditions set out above. Signed on this day of 20 Name: Signature: Name: Signature: Please attached a resolution form the Board of Directors, signed by the chairman of the Board or the owner of the Customer, authorizing the signatory/signatories above to sign and contract on behalf of the Customer. Refer below for a sample resolution. CUSTOMER BOARD RESOLUTION Resolution passed at a Meeting of Directors of.. (being the Customer referred to in this document) held at.. on this...day of. 20 Whereby it was resolved that. (full name and surname) In his capacity as.., is fully authorized to enter into and sign agreements with the PPECB on behalf of the Customer and that such agreements will be legally binding on the Customer.. SIGNATURE (CHAIRMAN of the BOARD of DIRECTORS or OWNER of the Customer)