STANDARD TERMS AND CONDITIONS OF TRADE
(Version 1, 1st August 2014)
Of
Xami Power Engineering cc
(Registration Number cc/2014/07239)
APPLICABLE TO THE SALE, SUPPLY, AND DELIVERY OF ALL GOODS AND SERVICES.
- 1. Definitions
1.1. In these Terms and Conditions of Trade:-
1.1.1. “Xami Power Engineering” means Xami Power Engineering cc.
1.1.2. “Customer” means the person indicated as such on a Quotation or invoice of Xami Power Engineering, or on any application for credit facilities with Xami Power Engineering.
1.1.3. “Quotation” means a cost estimate for Services prepared and communicated by Xami Power Engineering to the Customer in writing.
1.1.4. “Services” means any PV installation services provided by Xami Power Engineering to the Customer, and includes the supply of goods by Xami Power Engineering in the course thereof.
1.1.5. “Terms and Conditions” means the document which constitutes the standard basis on which Xami provides all Services.
1.1.6. “PV System” means the power system designed to supply usable solar power by means of photovoltaic.
- 2. Supply of Goods and services
2.1. Subject to the provisions of these Terms and Conditions, all Services are further supplied as per the specifications, the prices and express conditions stated in a Quotation, to the exclusion of any other terms and conditions (including any standard terms and conditions of trade of the Customer).
2.2. The supply of Services is at all times subject to the availability of goods and the capacity by Xami Power Engineering and its suppliers, employees and agents to provide the Services.
- 3. Quotations
3.1. Quotations shall be valid for 30 (thirty) days from their date of issue, unless another validity period is expressly stated in such Quotations.
3.2. Xami Power Engineering does not bind itself to any Quotation unless it is given in writing and signed by the duly authorized managers or salespersons at Xami Power Engineering.
3.3. The Customer may not rely on, and Xami Power Engineering shall not be bound by any errors or omissions in its Quotations. Xami Power Engineering may at any time prior to delivery of the Customer’s PV System rectify such errors or omissions by notifying or re-quoting the Customer accordingly.
3.4. Where Xami Power Engineering has given a Quotation/Estimate in respect of goods kept on stock, Xami Power Engineering shall not be bound by such quotation if at the time of the Customer’s acceptance of such quotation the goods are no longer available in stock, and Xami Power Engineering shall be entitled to re-quote the Customer at any time following acceptance of the Quotation by the Customer.
3.5. Any deliver periods or dates stated in quotations are approximates or estimated dates, and Xami Power Engineering shall not be bound thereby.
- 4. Prices
General
4.1. Where prices are quoted in a currency other than Namibian Dollar, or where quoted prices are based on a prevailing exchange rate, the Customer shall carry the risk of any exchange rate fluctuations, and Xami Power Engineering may adjust the prices payable in Namibian Dollar accordingly.
Deposits
4.2. Xami Power Engineering requires the Customer to pay a deposit of at least 50% of the total value of the Quotation as proof of acceptance.
Orders of Non-Stock Goods
4.3. If Xami Power Engineering is required to import goods not held in stock, the Customer shall, at the final discretion of Xami Power Engineering, provide Xami Power Engineering with a deposit, or a letter of credit or such foreign currency forward cover as to enable Xami Power Engineering to fully pay its foreign suppliers, before Xami Power Engineering is obliged to place an order for such goods with its foreign suppliers. Letters of credit to be irrevocable, confirmed by Xami Power Engineering’s bankers, valid for 3 (three) months and negotiable at sight.
4.4. If Xami Power Engineering has placed any order on its suppliers for goods not held in stock, the Customer shall not be entitled to cancel its corresponding order to Xami Power Engineering without Xami Power Engineering’s written consent.
No Own Spare Parts or Material
4.5. Xami Power Engineering shall not install nor under any circumstances be liable to install parts supplied by the Customers. If, however a different agreement should be reached between Xami Power Engineering and the Customer, a special levy shall be charged via the discretion of Xami Power Engineering.
- Payment Terms
General
5.1. Unless expressly and in writing agreed to by Xami Power Engineering, the customer shall not be entitled to credit.
Cash on Deliver
5.2. If Xami Power Engineering has not granted credit to the Customer, invoices shall be payable by the Customer on presentation, and no settlement discounts shall apply.
Credit Sales
5.3. If Xami Power Engineering has granted the Customer credit, and unless other credit terms have expressly been agreed with the Customer in writing (whether in the Quotation or otherwise) –
5.3.1. invoices are due and payable within 30 (thirty) days of their date of issue;
5.3.2. The Customer shall, in respect of any overdue amounts, become liable to pay Xami Power Engineering interest at the legal rate of interest in terms of the Prescribed Rate of Interest Act, 1975 until full settlement.
5.3.3. Xami Power Engineering reserves the right to only bring the PV System or other products online once the full payment has been received.
Onus
5.4. In each case, the onus is on the Customer to prove written terms in variance of clause 5.2 and 5.3.
General
5.5. All payments shall be made to Xami Power Engineering on due date, in Namibia Dollar and without any deductions or set-off.
5.6. The Customer may not for any reason withhold any payment to Xami Power Engineering.
5.7. Payments shall be made by bank transfer or such method agreed to by Xami Power Engineering. Xami Power Engineering reserves the right not to accept cheques or any other payment method it regards as risky.
5.8. Where the Customer owes Xami Power Engineering interest, Xami Power Engineering may apportion any payment received from the Customer first to interest and thereafter to principal.
Revocation of Credit
5.9. If payment under any invoice is not made on due date, Xami Power Engineering shall be entitled forthwith to withdraw any credit facilities granted to the Customer and the full balance then owing by the customer in respect of any supply of Service shall immediately become due and payable on demand by Xami Power Engineering.
- Risk and Ownership in Goods
Risk
6.1. All risk (including, but not limited to risk of loss, damage and deterioration) in goods supplied by Xami Power Engineering shall pass to the Customer on the date of delivery to the Customer property or choses installation site of Customer.
Ownership
6.2. Ownership in all goods supplied by Xami Power Engineering shall, notwithstanding delivery, remain vested in Xami Power Engineering until the Customer has made payment in full.
- Warranties
Xami Power Engineering Limited Warranties
7.1. Xami Power Engineering hereby gives the following limited warranties (the “Xami Power Engineering Limited Warranties”)
Goods
7.1.1. Xami Power Engineering will provide warranty administration services in respect of new goods for a period not exceeding 6 (six) month from the date of delivery of the PV System to the Customer, with the following contents and subject to the following terms and conditions:
7.1.1.1. Xami Power Engineering undertakes to reasonably assist the customer in making any valid warranty claims against the original supplier or manufacturer of the goods, provided the Customer complies with all warranty claim procedures required by such original supplier or manufacturer.
7.1.1.2. The warranty to which the Customer is entitled shall be such warranty as is granted by the supplier or original manufacturer of the goods, and which Xami Power Engineering is capable of passing on to the Customer.
7.1.1.3. Xami Power Engineering shall incur no liability to the customer other than set out in 7.1.1.1. and 7.1.1.2. above, and Xami Power Engineering shall not be liable to the Customer for any losses or damages (including consequential losses, loss of profit, penalties, etc.) of goods in respect of which a warranty claim is made.
7.1.2. Xami Power Engineering does not provide any warranty or warranty administration services on second hand goods.
Services
7.1.3. Xami Power Engineering warrants its own services against faulty workmanship subject to the following terms and conditions.
7.1.3.1. The Customer shall report and specify the exact nature of such warranty claim to Xami Power Engineering in writing, in each case within a period of 3 (three) months in respect of apparent faulty workmanship and 12 (twelve) months in respect of non-apparent faulty workmanship after the delivery of the PV System to the Customer.
7.1.3.2. The services warranty is limited to Xami Power Engineering re-executing its services and remedying the faulty workmanship, unless this results in unreasonable costs for Xami Power Engineering.
7.1.3.3. The services warranty shall be invalidated if the customer has employed any third party to remedy any such actual or alleged faulty workmanship.
7.1.3.4. The services warranty shall be limited in extend and be invalidated by failure of the Customer to maintain the PV System in accordance with the manufacturer specifications, misuse of the PV System, exposure of the PV System to extreme weather or environmental conditions as well as normal wear and tear.
- Performance
8.1. Xami Power Engineering gives no guarantee for weather conditions that have not been mapped out by SolarGIS within a 15% error margin.
8.2. Xami Power Engineering uses SolarGIS as performance calculation database.
8.3. Xami Power Engineering will use a 3rd party weather database to track performance loss by analyzing the data with existing data from SolarGIS.
- System Maintenance
9.1. Xami Power Engineering Customer Guarantee is only applicable when the PV System is cleaned as per the products original supplier terms on a monthly basis.
9.2. It is the Customers sole responsibility to keep a cleaning log for the PV System signed by a Professional Cleaning service that has been approved by Xami Power Engineering.
- General
10.1.No variation or amendment to these Terms and Conditions shall be of any force or effect, unless agreed to in writing and signed by both Xami Power Engineering and the Customer.
10.2.Any leniency or indulgence granted by Xami Power Engineering to the Customer shall not operate as a waiver of Xami Power Engineering’s rights in terms hereof.
10.3. All possible future financial savings with a PV System are estimates and Xami Power Engineering cannot be held accountable.
10.4.In the event of any overdue amount being handed to a legal practitioner for collection, the customer shall pay all legal costs incurred by Xami Power Engineering on the scale between attorney and own client scale (including collection charges and tracing fees).
10.5.The customer consents to the jurisdiction of the Magistrate’s Court, provided that Xami Power Engineering may in its discretion commence any legal proceedings in the High Court.
10.6.Xami Power Engineering reserves the right to vary and amend these Terms and Conditions from time to time, and such varied or amended Terms and Conditions shall become binding on the Customer as from the date of their publications.