Terms and Conditions

STANDARD TERMS AND CONDITIONS OF SALE

 

All products of MICON FORGE AND FLANGE PTY LTD (MICON FORGE AND FLANGE PTY LTD) are sold to its customers (each, a “Buyer”) upon the following terms and conditions (“Terms”).

 

TERMS
Once Buyer accepts MICON FORGE AND FLANGE PTY LTD quote and issues a purchase order that is accepted by MICON FORGE AND FLANGE PTY LTD, these Terms shall constitute the entire agreement and understanding between MICON FORGE AND FLANGE PTY LTD and Buyer relating to the MICON FORGE AND FLANGE PTY LTD products and merge all prior discussions, understandings, agreements and documents between them. Any variation to these Terms and any additional or different terms or conditions on any order form or other document submitted by Buyer are expressly rejected unless and until accepted in writing by the MICON FORGE AND FLANGE PTY LTD Sales Manager.
PRICES
All orders will be invoiced at MICON FORGE AND FLANGE PTY LTD quoted price as accepted by customer. All sales, use, excise and other applicable taxes shall be charged to Buyer and remitted by Buyer to MICON FORGE AND FLANGE PTY LTD.  All accounts are payable in South African (ZAR) funds, free of exchange, collection, or any other charges
CREDIT APPROVAL
Purchase orders are subject to MICON FORGE AND FLANGE PTY LTD approval and acceptance, which may require full or partial payment in advance (PIA).  Delivery will be withheld and shipment stopped on accepted orders, if preapproved for payment terms, if the available credit information indicates doubt as to the Buyer’s ability to pay in accordance with MICON FORGE AND FLANGE PTY LTD payment terms. If, in the sole discretion of MICON FORGE AND FLANGE PTY LTD, the financial condition of the Buyer at any time so requires, MICON FORGE AND FLANGE PTY LTD retains the right to require full or partial payment in advance.  MICON FORGE AND FLANGE PTY LTD also reserves the right to make partial shipments from time to time, and to render invoices therefore.
PAYMENT TERMS
All first time purchase orders are strictly (PIA/COD) subject to MICON FORGE AND FLANGE PTY LTD approval and acceptance. Orders with 30 day preapproved payment terms are due thirty (30) days from the date of the invoice.  Items are invoiced as shipped and orders may be shipped and invoiced in instalments. Orders where customer is responsible for shipping shall be picked up within 2 weeks of notification that order is ready for pickup. A finance charge of 1.5% per month (18% annually) will be added to past due accounts or for any orders not picked up with 2 weeks of notification.  If the account is placed for collection, attorney’s fees plus all costs of collection will be assessed to the account.  As noted herein, shipments, deliveries and performance of work shall at times be subject to the approval of MICON FORGE AND FLANGE PTY LTD credit department. Failure to receive timely payment of invoices shall be sufficient reason to withhold or delay subsequent shipments of materials or to terminate all orders.  If MICON FORGE AND FLANGE PTY LTD defers any shipment or cancels in whole or in part any order pursuant to this section, Buyer shall be liable for and reimburse MICON FORGE AND FLANGE PTY LTD for all damage, including any and all direct and consequential damage, incurred by MICON FORGE AND FLANGE PTY LTD by reason of such deferment or cancellation.   Unless otherwise agreed to at time of order, International orders are “Payment in Advance” (PIA). Shipping on international orders requiring PIA is contingent on prior receipt of payment.

 

RIGHT OF INSPECTION / WARRANTY
Buyer will inspect the goods immediately upon receipt and promptly notify MICON FORGE AND FLANGE PTY LTD of any defects or nonconformities. Unless buyer provides MICON FORGE AND FLANGE PTY LTD with written notice stating with specificity the reason the goods do not conform to the requirements of the Order within 7 days after receipt, the goods will be deemed accepted by MICON FORGE AND FLANGE PTY LTD and any claims relating to those goods will be waived. Upon acceptance of the goods, Buyer waives the right to revoke acceptance and Buyer must pay for the goods.

MICON FORGE AND FLANGE PTY LTD warrants to Buyer (and not to any third party) that at the time of delivery to Buyer the goods will conform to any specifications agreed in writing by MICON FORGE AND FLANGE PTY LTD and will be free from defects in workmanship (the “SELLER WARRANTY”). THE SELLER WARRANTY IS THE ONLY WARRANTY APPLICABLE TO THE GOODS IN LIEU OF ALL OTHER EXPRESS, IMPLIED OR STATUTORY WARRANTIES, ALL OF WHICH ARE DISCLAIMED AND EXCLUDED BY MICON FORGE AND FLANGE PTY LTD INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MECHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. WITHOUT LIMITING THE FOREGOING, MICON FORGE AND FLANGE PTY LTD MAKES NO WARRANTY AND ASSUMES NO LIABILITY FOR THE DESIGN CRITERIA OF THE GOODS OR FUNCTIONABILITY OF THE GOODS. ANY MARKINGS PLACED ON GOODS AT THE DIRECTION OF BUYER ARE NOT A WARRANTY BY MICON FORGE AND FLANGE PTY LTD THAT THE GOODS CONFORM TO THOSE MARKINGS. No third party, including any employee or agent of MICON FORGE AND FLANGE PTY LTD, is authorized to make any representation, promise, or warranty concerning the goods and any statements made by those parties are not binding on MICON FORGE AND FLANGE PTY LTD unless in writing signed by an authorized representative of MICON FORGE AND FLANGE PTY LTD. Any technical advice furnished by MICON FORGE AND FLANGE PTY LTD or its employees or agents is for Buyer’s convenience only and MICON FORGE AND FLANGE PTY LTD assumes no obligation or liability for the advice given or the results obtained from that advice

All MICON FORGE AND FLANGE PTY LTD products are warranted to be free from manufacturing defects for a period of one (1) year from date of shipment, and any found to be defective within that period will be replaced without charge, or all payments made by Buyer with respect to such defective products refunded, in the discretion of MICON FORGE AND FLANGE PTY LTD ,provided (1) that the product was used as recommended and in accordance with approved installation and operating practices; (2) that its failure resulted from a manufacturing defect and not from damage due to corrosive, abrasive, or other wear normally to be expected in the services involved; and (3) that written notice of such defect is delivered to MICON FORGE AND FLANGE PTY LTD during such one (1) year period with the consent of an approved Government approved inspection authority .(4) As stated above items to be inspected immediately upon receipt and MICON FORGE AND FLANGE PTY LTD to be notified within (7) Seven days of any non-conformities.   No labour costs or other expenses or liability will be assumed.  Buyer shall provide MICON FORGE AND FLANGE PTY LTD a reasonable time to inspect said products and investigate Buyer’s claim. No employee, agent or representative of MICON FORGE AND FLANGE PTY LTD has the authority to make modifications or additions to this warranty in any respect except pursuant to a written agreement signed by a duly authorized officer of MICON FORGE AND FLANGE PTY LTD

LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, WHETHER ALLEGED AS A RESULT OF BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, WILL MICON FORGE AND FLANGE PTY LTD BE RESPONSIBLE TO BUYER, OR TO ANY THIRD PARTY, FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF USE OF PROPERTY OR DAMAGES FOR PERSONAL INJURY, AND NO CLAIMS FOR ANY SUCH DAMAGES SHALL BE BROUGHT BY THE BUYER. In no event shall MICON FORGE AND FLANGE PTY LTD be liable to Buyer for any amount in excess of the purchase price of the product for which a claim is made. Buyer shall not back charge, counterclaim or set-off its claims against payments due on its orders

If Buyer and Seller agree to the sale and purchase of a product, which is not supplied under Seller’s existing product range but is outlined in Buyer’s specifications, then Seller shall be entitled to cancel the contract without any liability whatsoever to Buyer if the Seller is unable to manufacture the requested product in accordance with the supplied specification.

 

SHIPMENTS/DELIVERY
Once delivered to a common carrier, all risks of loss of materials with respect to the MICON FORGE AND FLANGE PTY LTD products will be assumed by Buyer. The method of shipment and routing will be determined by MICON FORGE AND FLANGE PTY LTD, absent special agreement between MICON FORGE AND FLANGE PTY LTD and Buyer. All shipping and delivery dates are approximate, absent a “sure” date agreement between MICON FORGE AND FLANGE PTY LTD and Buyer. MICON FORGE AND FLANGE PTY LTD shall not be responsible for switching, spotting, handling, storage, demurrage or any other transportation or accessorial service, nor for any charges incurred therefor. Delay in delivery of any instalment shall not relieve Buyer of its obligation to accept remaining deliveries.  Buyer shall be responsible for filing and pursuing claims with carriers for loss or damage in transit.  Railroad and other transportation permits as and when required shall be obtained by Buyer. MICON FORGE AND FLANGE PTY LTD reserves the right to deliver in more than one lot and to invoice each lot separately. Penalties of any sort will not be accepted by MICON FORGE AND FLANGE PTY LTD

The buyer agrees that any delay in delivery or failure to deliver products on the dates so specified shall not be grounds for the Buyer to terminate or refuse to comply with any provisions of the Contract or these Conditions.

The Seller may deliver goods in instalments which shall be invoiced for and paid for separately as stated in PAYMENT TERMS

It is the responsibility of the Buyer to check that Goods received are correct and of the right quantity upon Delivery. Notification of incorrect or short delivered orders must be received WITHIN SEVEN (7) BUSINESS DAYS AFTER DELIVERY either by email to accounts@micon-nde.com or phone +27 (011) 736 3450 / 72, otherwise the Buyer will be deemed to have accepted the Goods delivered.

If Buyer fails to take delivery of the Goods, Delivery shall be deemed to have been completed at 9am on the third (3) business day after the Goods arrival at the Delivery Location. The seller shall store the goods until delivery takes place and shall charge the Buyer for all related costs and expenses (including insurance)

The seller shall have no liability for any lateness or any failure to deliver the Goods to the extent that such failure or lateness is caused by a Force Majeure Event or the Buyer’s failure to provide the seller with adequate delivery instructions or any other instructions that are relevant to the supply of Goods.

 

RETURNED GOODS
All MICON FORGE AND FLANGE PTY LTD products are made to order and not returnable. No product may be returned without MICON FORGE AND FLANGE PTY LTD written consent.  Any orders shipped by MICON FORGE AND FLANGE PTY LTD and refused by Buyer will be handled as a return products shipment. Goods authorized for return must be in the “as received” condition and cannot have been modified in any way. Any pipe, fitting, flange, forging or ring once welded to another component and removed is not subject to return.
PATENT AND OTHER RIGHTS
The sale of the MICON FORGE AND FLANGE PTY LTD products and the publication of any information or technical data relating thereto does not imply freedom from infringement of patent, copyright, registered design or other industrial property rights in respect of any particular combination or application of the products.
NONWAIVER
Any waiver by MICON FORGE AND FLANGE PTY LTD or any breach of these Terms by MICON FORGE AND FLANGE PTY LTD shall not be construed as a waiver of any other provision or of any continuing or succeeding breach of such provision.
DELAYS, FORCE MAJEURE
MICON FORGE AND FLANGE PTY LTD shall be not responsible for any action or inaction of any carrier, including delays in delivery, nor, under any circumstances, shall MICON FORGE AND FLANGE PTY LTD be responsible for any delays in or failure of performance due to occurrences beyond the control of MICON FORGE AND FLANGE PTY LTD, including, but not limited to: acts of God or the public enemy; expropriation or confiscation of facilities, compliance with any order or request of a governmental authority, acts of war, rebellion or sabotage, or damage resulting therefrom; embargoes or other export restrictions, fires, floods, explosions, accidents, breakdowns, riots or strikes other concerted acts of workmen, whether direct or indirect; or any other causes whether or not of the same class or kind as those specifically above named which are not within the control of MICON FORGE AND FLANGE PTY LTD and which, by the exercise of reasonable diligence, MICON FORGE AND FLANGE PTY LTD is unable to prevent or provide against.
TERMINATION
If Buyer defaults in payment of any sum due to MICON FORGE AND FLANGE PTY LTD or commits any breach of any of these Terms or any other contract with MICON FORGE AND FLANGE PTY LTD or if Buyer’s financial condition becomes unsatisfactory to MICON FORGE AND FLANGE PTY LTD, then MICON FORGE AND FLANGE PTY LTD may, without prejudice to any other rights which may have accrued or which may accrue to it, terminate all orders with that Buyer by notice in writing or may defer shipment until the situation is remedied to MICON FORGE AND FLANGE PTY LTD satisfaction.
SEVERABILITY, SURVIVAL
Should any provision of these Terms contract be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the remaining provisions shall not be affected.  Each of the representations, warranties, covenants and obligations set forth in these Terms shall survive the sale of the products from MICON FORGE AND FLANGE PTY LTD to Buyer for an indefinite period and each of MICON FORGE AND FLANGE PTY LTD and Buyer will continue to be bound by these Terms.
GOVERNING LAW
The contract / purchase order agreement shall be governed by, construed and enforced in accordance with the laws of the Republic of South Africa.
ASSIGNMENT
Buyer may not assign any right or duty arising under any order, in whole or in part, without MICON FORGE AND FLANGE PTY LTD prior written consent.
COMPLIANCE WITH LAW
Buyer agrees that it is solely responsible for compliance with all applicable laws, ordinances, regulations, rules and standards relating to the installation, maintenance and use of the products purchased from MICON FORGE AND FLANGE PTY LTD
RELEASE AND INDEMNIFICATION
Buyer releases, indemnifies and holds MICON FORGE AND FLANGE PTY LTD and all of MICON FORGE AND FLANGE PTY LTD agents, representatives, employees, stockholders, directors, officers, successors and assigns harmless from all claims, all suits, judgments or liability resulting directly or indirectly from the manufacture, sale, shipment or utilization of the products provided by MICON FORGE AND FLANGE PTY LTD to Buyer except those occurring as a result of acts or omissions of MICON FORGE AND FLANGE PTY LTD which have been found by a Court of competent jurisdiction to have been “grossly negligent”.  Buyer acknowledges that the product is sold to Buyer for Buyer’s exclusive use. Buyer’s release and indemnity includes a release and indemnity for any claims made by third persons arising out of the third person’s ownership or utilization of the product provided by MICON FORGE AND FLANGE PTY LTD to Buyer.  Buyer acknowledges that Seller may provide technical information, recommendation and advice with respect to the product and the use of the product and that such information, recommendation and advice is advisory in nature only. Buyer agrees that Buyer will conduct its own independent investigation regarding the product and its utilization and shall not rely, in any manner, upon the advice of MICON FORGE AND FLANGE PTY LTD. Buyer releases MICON FORGE AND FLANGE PTY LTD from any liabilities arising out of or in connection with, directly or indirectly, such technical information, recommendations or advice, if any, provided by MICON FORGE AND FLANGE PTY LTD
ORDER CANCELLATIONS
Once Buyer issues a purchase order that is accepted by MICON FORGE AND FLANGE PTY LTD, fees are applicable to cancelled orders, with a minimum of 15% and up to 100% of total order value if sawing and fabrication operations have already been started on materials. ANY SPECIAL ORDERS WILL NOT BE CANCELLED AND WILL NEED TO BE PAID IN FULL.

If Buyer and Seller agree to the sale and purchase of a product, which is not supplied under Seller’s existing product range but is outlined in Buyer’s specifications, then Seller shall be entitled to cancel the contract without any liability whatsoever to Buyer if the Seller is unable to manufacture the requested product in accordance with the supplied specification.

 

INSOLVENCY
If Buyer makes any voluntary arrangement with its creditors, becomes subject to an administration, or goes into liquidation, or if an encumbrancer takes possession of assets or a receiver is appointed; or if Buyer ceases to, or threatens to cease to, carry on business; or Seller takes the reasonable view that any of the events mentioned above is likely to occur and notifies Buyer accordingly, then without prejudice to any other right or remedy available to it, Seller shall be entitled to cancel this Contract without any liability to Buyer, and if goods have been delivered but not paid for, they shall become due and payable immediately.
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