Terms and Conditions of Sale

1.             BANK DETAILS:
  • Available on Request

 

2.             TERMS AND CONDITIONS OF SALE
  • All business undertaken by Manhattan Process Engineering (Pty) Ltd , its associated, related, nominee and group companies (“Manhattan Process Engineering (Pty) Ltd ”) is subject to Manhattan Process Engineering (Pty) Ltd ’s Standard Terms and Conditions of Sale (“these conditions”) hereinafter set out and each condition shall be deemed to be incorporated in and to and to be a condition of any agreement between Manhattan Process Engineering (Pty) Ltd and its Customer.
  • All goods and/or equipment sold by Manhattan Process Engineering (Pty) Ltd is/are sold in terms of these conditions.

 

  • Where any conflict or dispute arises as to the applicability of these conditions and any other terms and/or conditions, these conditions shall prevail.

 

  • PAYMENT TERMS

 

    • 100% Cash on Order

 

  • All payments due by the Customer shall be made in South African Rand, without demand, deduction or set-off, as provided for herein, unless agreed to in writing by Manhattan Process Engineering (Pty) Ltd .

 

 

 

  • OWNERSHIP AND RISK

4.1           Ownership of all goods and/or equipment sold by Manhattan Process Engineering (Pty) Ltd  to the Customer shall remain vested in Manhattan Process Engineering (Pty) Ltd  until payment in respect of such goods and/or equipment has been made in full.

4.2           The Customer shall bear the risk in and to the goods and/or equipment sold by Manhattan Process Engineering (Pty) Ltd  to the Customer from the time of delivery to the Customer or its agent.

 

  • ENGINEERING WORK
    • Any engineering related quotations are considered as budget prices until the Customer’s specifications are confirmed. Such prices are supplied in good faith, to assist the Customer to make a decision only.
    • Any special specifications required by the Customer to be agreed upon in writing prior to job commencing. Should new or previously unidentified specifications apply, original quoted price may change.
    • Any items, in or upon which, new or alternative goods and/or equipment are added or replaced, become the property of Manhattan Process Engineering (Pty) Ltd until paid for in full.
    • Resale value of goods and/or equipment is included in our quotation for replacement items.
    • As goods and/or equipment is optimally sized to minimize capital expenditure, any goods and/or equipment that is defined as undersized during commissioning or operation, shall be upgraded at the Customer’s cost.

 

  • PROJECT DELAYS
    • Any delays to project completion date as a result of any factor not controlled by Manhattan Process Engineering (Pty) Ltd , shall result in payment being made ahead of delivery milestones, on a pro-rata basis related to expenditure incurred by Manhattan Process Engineering (Pty) Ltd to such date. Manhattan Process Engineering (Pty) Ltd  and the Customer agree in that event to a monthly progress payment basis.

 

  • Any delays, greater than 1 calendar month, to project completion as a result of any factor not controlled by Manhattan Process Engineering (Pty) Ltd , resulting in equipment not being fully commissioned or signed off as complete, may result, in Manhattan Process Engineering (Pty) Ltd ’s sole discretion, in the warranty becoming null and void on all such goods and/or equipment unless agreed otherwise in writing, by Manhattan Process Engineering (Pty) Ltd .
  • Any delays to project completion date, howsoever arising, shall not give rise to any liability whatsoever on the part of Manhattan Process Engineering (Pty) Ltd to the Customer or to any third party, it being agreed that Manhattan Process Engineering (Pty) Ltd  shall use its best endeavours to complete each project timeously.

 

  • DELIVERY TIMING
    • All delivery dates are estimates only and will be confirmed at Order date, subject always to other work already in progress and further subject to the terms and conditions contained herein.
    • The order date is deemed to be the date upon which Manhattan Process Engineering (Pty) Ltd receives the Customer’s official order and first payment or acceptance of terms of payment.

 

  • FAST TRACKING PROJECT WORK
    • Should the client request Manhattan Process Engineering (Pty) Ltd to fast track a project, any cost variation/s, shall be for the account of the Customer.

 

  • GOODS AND EQUIPMENT
    • All goods and/or equipment sold is/are new unless specified otherwise by the Customer in writing.
    • The new goods and/or equipment and information is supplied in good faith and is not guaranteed by Manhattan Process Engineering (Pty) Ltd in any way. Any dispute as to scope of supply, will result in the quotation document taking precedence over any other document or contract, unless agreed to in writing. Manhattan Process Engineering (Pty) Ltd ’s scope of supply does not necessarily compare to typical market related quotations and scope of supply.

 

  • WARRANTY
    • Unless otherwise agreed to in writing by Manhattan Process Engineering (Pty) Ltd , Manhattan Process Engineering (Pty) Ltd sells the goods and/or equipment to the Customer, without any representations, guarantees or warranties (express, tacit or implied) as to condition or that such is suitable for the purposes purchased by the Customer, save that any representations, guarantees and/or warranties received from the manufacturer or supplier of the goods and/or equipment shall, insofar as is legally competent and to the extent given by the manufacturer or supplier, be passed on to the Customer, without Manhattan Process Engineering (Pty) Ltd  attracting any liability in this regard.
    • No process guarantees are offered by Manhattan Process Engineering (Pty) Ltd .
    • Manhattan Process Engineering (Pty) Ltd accepts no liability for any claims whatsoever, arising from faulty or incorrect machinery sold without a warranty.

 

  • LIMITATION AND EXCLUSION OF LIABILITY
    • Should any claim whatsoever, and howsoever arising, be made by the Customer against Manhattan Process Engineering (Pty) Ltd , such liability on the part of Manhattan Process Engineering (Pty) Ltd is limited to a maximum of R20 000-00, unless covered by a Manhattan Process Engineering (Pty) Ltd  insurance policy that allows for a higher amount.
    • Save as is hereinbefore set out, neither Manhattan Process Engineering (Pty) Ltd , nor any of its directors, employees or agents shall be liable for any loss/es or damage/s, whether direct, indirect, consequential or otherwise, suffered by the Customer and arising from any cause in connection with any business or transaction concluded with Manhattan Process Engineering (Pty) Ltd , whether such loss/es or damage/s are occasioned by a breach of any agreement (whether total, material or otherwise), delict, negligence or any other cause whatsoever.

 

  • ORDER OF PRECEDENCE
    • The order of precedence of all documentation shall be as follows:-
      • Manhattan Process Engineering (Pty) Ltd ’s confirm Order Document;
      • Manhattan Process Engineering (Pty) Ltd ’s quotation:
      • Manhattan Process Engineering (Pty) Ltd supporting documentation and correspondence issued during the life-span of the proposal and work-in-progress stage; and
      • Customer order.

 

  • DELIVERIES AND INSURANCE
    • Where delivery of goods and/or equipment is made with Manhattan Process Engineering (Pty) Ltd registered vehicles, insurance cover up to R500 000-00 shall apply whilst such goods and/or equipment is being conveyed by or on a Manhattan Process Engineering (Pty) Ltd  registered vehicle.

 

  • Standard transport contractors insurance shall apply for all other loads. If the Customer wants the goods and/or equipment to be insured over and above such standard transport contractors insurance, the Customer shall inform Manhattan Process Engineering (Pty) Ltd in writing prior to shipment of the load for our quotation and confirmation of terms of such insurance.
  • In the event of a dispute as to delivery, the onus of proving partial, incomplete or non delivery is upon the Customer.
  • The Customer takes delivery of goods and/or equipment from Manhattan Process Engineering (Pty) Ltd ex Factory, Brakpan or sub-contractors site and Manhattan Process Engineering (Pty) Ltd  is not responsible for loss of, or damage to, any goods and/or equipment in the course of delivery or in transit. The Customer irrevocably indemnifies Manhattan Process Engineering (Pty) Ltd  for any loss whatsoever of, or damage to, goods and/or equipment owned by Manhattan Process Engineering (Pty) Ltd  in respect of which the Customer has taken delivery.

 

  • CANCELLATION OF ORDER
    • If the purchase order is terminated for any reason whatsoever, the Customer shall be liable to pay Manhattan Process Engineering (Pty) Ltd the value of any work properly executed and unpaid at the date of cancellation, together with the value of any unfixed materials delivered on the site for use in the Works and together with any lost profit and/or any other losses suffered by Manhattan Process Engineering (Pty) Ltd  through cancellation of the purchase order.
    • Should an agreement not be reached as to the value of lost profit, a default value of 40% of remaining contract price shall apply.

 

  • EXCHANGE RATE FLUCTUATIONS
    • For foreign currency quotations, any variation in the exchange rate that influences Manhattan Process Engineering (Pty) Ltd ’s Rand Price negatively will result in Manhattan Process Engineering (Pty) Ltd amending its pricing, proportionately to such exchange rate change.
    • The exchange rate is set to the prevailing rate at close of business on the day a quotation is sent to the Customer.

 

  • RESTRAINT ON DIRECT DEALING
    • The Customer shall neither directly or indirectly acquire, or assist to acquire, the goods and/or equipment or Services offered in this proposal, except from or through Manhattan Process Engineering .
    • The Customer undertakes not to communicate directly with Manhattan Process Engineering ’s suppliers, without Manhattan Process Engineering ’s express written consent.
    • Should Manhattan Process Engineering issue such consent the consent shall exclude, without limiting the generality hereof, discussion of any commercial issues relating to price, payment terms or other financial matters.

 

  • EMPLOYMENT RESTRAINT
    • The Customer shall not, directly or otherwise, offer employment to any of Manhattan Process Engineering ’s employees for a period of 2 years after completion of the contract or such period as agreed upon by the Customer and Manhattan Process Engineering in writing.

 

  • PRIVACY

The Customer shall not publish or disclose any information relating to the subject matter of this contract without Manhattan Process Engineering ’s express written consent.

    1. Each publication, press release or promotional information, shall be approved by Manhattan Process Engineering prior to publication or release.

 

 

  • DISPUTE PROVISIONS
    • Any dispute between the parties not resolved by agreement shall be determined by an appointed Manager acting as an expert whose decision shall bind the parties. The Manager shall be agreed upon between Manhattan Process Engineering and the Customer as an independent entity.
    • Should no Manager then be acting, the dispute, at the option of Manhattan Process Engineering, may be resolved as follows:
      • Manhattan Process Engineering shall have the right to have a suitably qualified mechanical engineer to perform the External Manager’s functions hereafter described. Such appointment, at Manhattan Process Engineering ’s election shall be made by the President of the Institute of Mechanical Engineers of South Africa (presently of 18a Gill Street, Observatory – tel 011 648 1322, alternatively by the Division of Mining Technology of the C.S.I.R. (Miningtek – 011 358 0084); or
      • Manhattan Process Engineering may require the designated party named above to appoint an arbitrator, to arbitrate in terms of the Arbitration Laws of the Republic of South Africa. In this event the parties hereby consent irrevocably to arbitration proceedings. Any award made by the arbitrator binds the parties and shall not be appealable, shall be carried into effect, and at the instance of either party be made an Order of the High Court of South Africa having jurisdiction over either of the parties; or
      • By litigation in the High Court of South Africa having jurisdiction or by any Magistrate’s Court of the Republic of South Africa. In the event of Manhattan Process Engineering electing to proceed in any Magistrate’s Court of the Republic of South Africa, the parties agree that any action and/or application shall be instituted in any Magistrate’s Court in the Republic of South Africa having jurisdiction over the Defendant notwithstanding that such claim might otherwise exceed its jurisdiction.
    • This clause is severable from the other terms of this Contract and remains of full force even if this Contract is terminated.