STANDARD TERMS AND CONDITIONS OF SALE

CJA TELECOMMUNICATIONS (PTY) LTD

Registration No. 2009/016657/07 | 224 Battery Street, Silverton, Pretoria 0184 | Tel: 012 803 0058/9

These Standard Terms and Conditions of Sale ("Terms") govern all quotations, purchase orders, agreements, and transactions between CJA Telecommunications (Pty) Ltd ("the Company") and any customer, contractor, or third party ("the Client") for the supply of goods, services, or turnkey project solutions. By placing an order or accepting a quotation, the Client agrees to be bound by these Terms.

1. DEFINITIONS

In these Terms and Conditions, unless the context otherwise requires:

1.1  "Agreement" means any written contract, accepted quotation, or purchase order incorporating these Terms.
1.2  "Company" means CJA Telecommunications (Pty) Ltd, its successors and assigns.
1.3  "Client" means the person, entity, contractor, or organisation purchasing goods or services from the Company.
1.4  "Goods" means any equipment, materials, hardware, components, or other tangible items supplied by the Company.
1.5  "Services" means installation, commissioning, project management, maintenance, network fault management, logistics, civil works, and any other professional or technical services rendered by the Company.
1.6  "Turnkey Project" means a project in which the Company is responsible for the full delivery of a working telecommunications system or infrastructure solution, from design through to final commissioning.
1.7  "Quotation" means any written or electronic quotation issued by the Company to the Client.
1.8  "Purchase Order" or "PO" means a written order issued by the Client authorising the Company to supply Goods and/or Services.
1.9  "Delivery Date" means the agreed or estimated date for delivery of Goods or completion of Services.
1.10  "VAT" means Value Added Tax as levied in terms of the Value-Added Tax Act 89 of 1991 (South Africa), or as applicable in any other jurisdiction.

2. APPLICATION OF TERMS

2.1  These Terms apply to all quotations, purchase orders, and contracts entered into between the Company and the Client, unless expressly varied in writing and signed by an authorised representative of the Company.
2.2  Any terms and conditions contained in the Client's purchase order or other documentation shall not form part of the Agreement unless expressly agreed to in writing by the Company.
2.3  The Client's acceptance of a quotation, or issuance of a purchase order, constitutes unconditional acceptance of these Terms.

3. QUOTATIONS AND ORDERS

3.1  All quotations issued by the Company are valid for a period of fifteen (15) days from the date of issue, unless otherwise stated in writing.
3.2  Quotations are subject to the availability of materials, equipment, and resources at the time of acceptance and are not binding on the Company until confirmed in writing.
3.3  The Company reserves the right to withdraw or amend a quotation at any time prior to its acceptance.
3.4  Purchase orders must be submitted in writing. Verbal orders will only be accepted at the sole discretion of the Company and must be confirmed in writing within 24 hours.
3.5  No order shall be binding on the Company until it has been confirmed in writing by an authorised representative of the Company.
3.6  The Client may not cancel or amend a confirmed order without the prior written consent of the Company. Cancellation charges may apply.

4. PRICING AND PAYMENT

4.1  All prices are quoted in South African Rand (ZAR) unless otherwise specified, and are exclusive of VAT, unless expressly stated to the contrary.
4.2  VAT will be charged at the prevailing rate at the time of invoice and will be reflected separately on all invoices.
4.3  The Company reserves the right to adjust prices to account for changes in material costs, labour costs, exchange rate fluctuations, or government levies occurring between the date of quotation and the date of supply, provided that the Client is notified in writing.
4.4  Payment Terms are strictly thirty (30) days from the date of invoice or according to Client contract payment terms.
4.5  Where a project is of a significant value or long duration, the Company may require a deposit or progress payments in accordance with a payment schedule set out in the Agreement.
4.6  All payments must be made by electronic funds transfer (EFT) or such other method as agreed in writing. The Company's banking details will be confirmed on each invoice. The Company will not be responsible for payments made to fraudulent accounts where the Client has not verified banking details directly with the Company.
4.7  Interest shall be charged on overdue amounts at the prime overdraft rate as published by the Company's bankers plus 2% (two per cent) per annum, calculated daily from the due date until the date of payment.
4.8  The Company reserves the right to suspend delivery of Goods or provision of Services if any payment is overdue.

5. DELIVERY OF GOODS

5.1  Delivery dates are estimates only and the Company shall not be liable for any loss or damage arising from delays in delivery, unless the delay is caused by the Company's gross negligence.
5.2  Delivery shall be effected at the address agreed in the order. Risk in the Goods shall pass to the Client upon delivery.
5.3  Unless otherwise agreed in writing, delivery is Ex Works (EXW – Incoterms 2020) from the Company's premises in Pretoria, or such other location as specified.
5.4  Where the Company arranges transport or logistics on behalf of the Client, this is done as agent of the Client and the Company shall not be liable for loss, damage, or delay in transit.
5.5  The Client must inspect Goods upon delivery and notify the Company in writing of any shortages, damage, or discrepancies within 24 (twenty-four) hours of delivery. Failure to do so shall constitute acceptance of the Goods.
5.6  Partial deliveries may be made at the Company's discretion and shall be invoiced separately.

6. RETENTION OF TITLE

6.1  Ownership of Goods shall remain vested in the Company until the full purchase price, including all interest and charges, has been paid in full.
6.2  Until ownership passes, the Client shall hold the Goods as bailee for the Company and shall clearly identify the Goods as the Company's property.
6.3  The Company may, at any time before full payment, recover possession of the Goods and for this purpose the Company or its agents may enter the Client's premises.
6.4  Risk of loss or damage to the Goods passes to the Client upon delivery, notwithstanding that title remains with the Company.

7. PROVISION OF SERVICES

7.1  All Services will be rendered with reasonable skill and care in accordance with the applicable scope of work or service level agreement.
7.2  The Client shall ensure that the Company has safe and timely access to the relevant sites, equipment, and facilities necessary to perform the Services.
7.3  Any variation to the agreed scope of work must be approved in writing by both parties before the additional work is commenced. Variations will be charged at the Company's applicable rates.
7.4  Where the Company provides project management or site establishment services, the Client remains responsible for obtaining all necessary statutory approvals, licences, permissions, and access rights, unless otherwise agreed in the scope of work.
7.5  The Company reserves the right to subcontract any part of the Services, provided that the Company remains responsible for the performance of those Services.
7.6  Upon completion of Services, the Client shall sign a completion certificate or delivery note. Failure to do so within 5 (five) business days of notification shall constitute deemed acceptance.

8. WARRANTIES AND GUARANTEES

8.1  The Company warrants that Goods supplied are free from material defects in materials and workmanship for a period of twelve (12) months from the date of delivery, unless otherwise specified in writing.
8.2  Services performed by the Company carry a warranty period of Thirty (30) days from the date of completion, covering defects directly arising from the Company's workmanship.
8.3  Warranties are void where: (a) the Goods have been altered, modified, or repaired by persons other than the Company without prior written consent; (b) the Goods have been subjected to misuse, abuse, negligence, or improper installation; or (c) the defect arises from causes external to the Goods.
8.4  Original equipment manufacturer (OEM) warranties provided with Goods are passed through to the Client and are subject to the terms of the relevant manufacturer.
8.5  The Company makes no representations or warranties beyond those expressly stated herein. All implied warranties are excluded to the fullest extent permitted by law.

9. LIMITATION OF LIABILITY

9.1  The Company's aggregate liability to the Client in respect of any claim arising out of or in connection with an Agreement (whether in contract, delict, or otherwise) shall not exceed the total value of the goods or services supplied under the relevant Agreement.
9.2  The Company shall not be liable for any indirect, special, incidental, or consequential loss or damage, including but not limited to loss of profits, revenue, business, data, or opportunity, whether or not such loss was foreseeable.
9.3  Nothing in these Terms shall limit or exclude liability for: (a) death or personal injury caused by gross negligence; (b) fraud or fraudulent misrepresentation.
9.4  The Client shall indemnify and hold harmless the Company against all claims, losses, costs, and expenses arising from: (a) the Client's use or misuse of Goods; (b) breach of these Terms by the Client; or (c) the negligence or wilful misconduct of the Client or its employees.

10. FORCE MAJEURE

10.1  Neither party shall be liable for any failure or delay in performing its obligations where such failure or delay results from any cause that is beyond the reasonable control of that party, including but not limited to acts of God, fire, flood, storm, war, civil disturbance, pandemic, epidemic, government action, power outages, or supplier failure.
10.2  The party affected by a force majeure event shall notify the other party in writing as soon as reasonably practicable, detailing the nature, extent, and expected duration of the event.
10.3  If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Agreement by written notice without liability, other than for amounts already due and owing.

11. INTELLECTUAL PROPERTY

11.1  All intellectual property rights in any designs, drawings, specifications, software, documentation, or methodologies developed by the Company in connection with the supply of Goods or Services remain the sole property of the Company, unless otherwise agreed in writing.
11.2  The Client is granted a non-exclusive, non-transferable licence to use such materials solely for the purposes contemplated by the Agreement.
11.3  The Client shall not reverse-engineer, copy, modify, or distribute any intellectual property of the Company without prior written consent.

12. CONFIDENTIALITY

12.1  Each party agrees to keep confidential all non-public information received from the other party in connection with the Agreement, and shall not disclose such information to any third party without prior written consent.
12.2  This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party before disclosure; or (c) must be disclosed by law or court order.
12.3  Confidentiality obligations shall survive the termination or expiry of any Agreement for a period of three (3) years.

13. PROTECTION OF PERSONAL INFORMATION

13.1  The Company processes personal information in accordance with the Protection of Personal Information Act 4 of 2013 (POPIA) and its Privacy Policy.
13.2  The Client consents to the Company collecting, processing, and storing personal information provided in the course of the business relationship, for the purposes of fulfilling its contractual and legal obligations.
13.3  The Client undertakes to ensure that any personal information it provides to the Company has been lawfully obtained and that the data subjects have consented to such processing.

14. TERMINATION

14.1  Either party may terminate an Agreement with immediate effect by written notice if the other party: (a) commits a material breach and fails to remedy it within fourteen (14) days of written notice; (b) becomes insolvent, is placed under provisional or final liquidation or business rescue; or (c) ceases to carry on business.
14.2  Upon termination, the Client shall immediately pay all outstanding amounts owed to the Company for Goods delivered and Services rendered up to the date of termination.
14.3  The Company reserves the right to retain all deposits or advance payments where termination is due to the Client's default.

15. DISPUTE RESOLUTION

15.1  In the event of any dispute arising from or in connection with these Terms or any Agreement, the parties shall first attempt to resolve the dispute by good-faith negotiation within fifteen (15) business days.
15.2  If the dispute is not resolved by negotiation, either party may refer the matter to mediation in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA), before resorting to litigation.
15.3  Should mediation fail, the parties agree to submit to the jurisdiction of the South Gauteng High Court or the Magistrate's Court (to the extent permitted by the Magistrates' Courts Act), and irrevocably waive any objection to the venue of such proceedings.

16. GOVERNING LAW

16.1  These Terms and all Agreements concluded between the parties are governed by and shall be construed in accordance with the laws of the Republic of South Africa.
16.2  The Client consents to the jurisdiction of the courts of the Republic of South Africa in respect of all matters arising out of or connected with these Terms.

17. GENERAL PROVISIONS

17.1  These Terms, together with the relevant quotation, purchase order, and any written agreement, constitute the entire agreement between the parties and supersede all prior negotiations, representations, warranties, and understandings.
17.2  No amendment, waiver, or variation of these Terms shall be effective unless made in writing and signed by duly authorised representatives of both parties.
17.3  The failure of the Company to enforce any provision of these Terms shall not constitute a waiver of the Company's rights to enforce such provisions in the future.
17.4  If any provision of these Terms is found by a court of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.