Our Terms and Conditions of Purchase

THE UNIVERSAL PROJECT MANAGEMENT COMPANY (PTY) LIMITED – OUR STANDARD TERMS AND CONDITIONS OF PURCHASE – Revision No: 1

UNIQUAL\Procedures\The Standard Terms and Conditions Relating to the Supply of Goods and Services to The UNIVERSAL Project Management Company (PTY) Limited Doc No: UNIQUAL/PROCED/ZA/1000

The UNIVERSAL Project Management Company (PTY) Limited STANDARD TERMS AND CONDITIONS OF PURCHASE

1. DEFINITIONS
“Buyer” shall mean The UNIVERSAL Project Management Company (PTY) Limited.
“Seller” shall mean any natural person or legal entity contracting to supply the Buyer with Goods against a Purchase Order.
“Goods” shall include all Materials and Equipment.
“Services” shall mean Sub–Contracted Services and/or Transportation of Goods and/or any Hire requirements.
“Buyer’s Customer” shall mean the end user with whom the Buyer has contracted separately.

2. RESPONSIBILITY FOR EXECUTION
The Seller is responsible for the execution of the Purchase Order in the precise terms nominated by the Buyer.

3. ACCEPTANCE
Goods will not be accepted and paid for if supplied without the issue by the Buyer of an official Purchase Order and the Seller shall acknowledge receipt of such Purchase Order within 7 days from the date thereof. Failure by the Seller to acknowledge receipt of the Purchase Order within the specified time will be deemed by the Buyer to be complete acceptance thereof by the Seller.

4. MARKING OF PACKAGES
Every package delivered against the Purchase Order must be clearly marked by the Seller with the Purchase Order Number and detail of the item/s specified by the Buyer.

5. CONFIDENTIAL NATURE OF PLANS
Any plans, patterns, drawings or designs supplied by the Buyer to the Seller in connection with the Purchase Order shall remain the property of the Buyer and any information derived there from or otherwise communicated to the Seller in connection with the Purchase Order shall be regarded by the Seller as strictly confidential and shall not without the consent in writing of the Buyer be copied or published or disclosed to any third party or made use of by the Seller except for the purpose of executing the Purchase Order. Unless otherwise agreed in writing such plans, patterns, drawings or designs shall be returned to the Buyer at the same time as the Goods covered by the Purchase Order are delivered.

6. QUALITY OF UNSPECIFIED GOODS
In the absence of specification or sample, all Goods must be the best of their respective kinds in line with industry standards and norms and subject to UNIVERSAL Quality approval. In all cases the Goods are to be of first-class workmanship.

7. INSPECTION
The Buyer reserves the right to inspect or to arrange for the inspection of any Goods before dispatch from the Seller’s premises or on arrival at the Buyer’s premises. Such inspection shall not relieve the Seller from any responsibility or liability or any guarantee as may be arranged nor be interpreted so as in any manner to imply acceptance of the Goods.

8. REJECTION OR AMENDMENT OF GOODS AT SELLER’S WORKS
The Buyer may adopt any means it may think fit to satisfy itself that the correct materials are being or have been used in any work undertaken for the Buyer and shall have the right to inspect in any manner they may think fit, without giving prior notice, the entire work or any part thereof at every stage of progress and whether the work or any part thereof may be in progress to require amendment or alteration, or to reject any part of the work which, in the Buyer’s opinion, does not comply with the terms of the Purchase Order. If any work be so rejected the Seller shall immediately execute it afresh to the satisfaction of the Buyer.

9. LATE DELIVERY
The Seller hereby acknowledges that the stated delivery time is of the essence to the Purchase Order. As soon as it appears to the Seller that the dispatch of Goods covered by the Purchase Order for any reason will be delayed, so that the stated delivery date requirements cannot or are unlikely to be fulfilled, the
Seller shall be obliged to obtain written confirmation from the Buyer that the Goods are still required. Failing such confirmation the Buyer shall be entitled to cancel the agreement constituted by the acceptance of the Purchase Order and any costs arising out of the return of the Goods by the Buyer on account of late delivery shall be for the Seller’s account. All late deliveries will be subject to but not limited to a minimum penalty of 5% (Five Percent) of order value, per day in delay, up to a maximum of 20% (Twenty Percent) of order value. Furthermore the Buyer reserves the right to apply team and staff standing time charges including any consequential losses as a result of any late deliveries by the Seller.

10. PACKING CHARGES, ETC.
Charges for carriage and packing will not be accepted by the Buyer unless the Seller shall have obtained the Buyer’s prior acceptance and these charges are specified on the Purchase Order.

11. PATENT RIGHTS
The Seller shall by acceptance of the Purchase Order, indemnify the Buyer against all claims for royalties, license fees, damages or any other costs due to the use of any patents, patented apparatus, materials, devices or processes forming the whole or incorporated in any Goods purchased under the Purchase Order.

12. PASSING OF RISK
In the case of Goods delivered entirely overland by surface transport, the risk in the Goods shall remain with the Seller until such Goods are delivered at the Buyer’s warehouse or place as nominated by the Buyer, irrespective of whether the price basis of the Purchase Order is delivered to the Buyer’s nominated delivery point or Free on Rail Point of dispatch. In the case of Goods consigned to the Buyer by sea or air transport, the risk in the Goods shall remain with the Seller until delivered Free on Board the carrying vessel or aircraft, or as mutually agreed in writing.

13. PAYMENT DELAYS
Unless the Seller’s statements submitted for payment reach the Finance department of the Buyer not later than the 7 th day of the month, after that month to which statements relate, the Finance department of the Buyer shall have the right to delay payment until the following month, without the loss of discount or interest being charged by the Seller.

14. CLERICAL ERRORS
If any clerical errors appear in the Purchase Order they shall be rectified by the Buyer and such rectification shall be accepted by the Seller.

15. AMENDMENTS TO PURCHASE ORDERS
No verbally agreed variation of the Purchase Order shall be binding unless confirmed in writing and amended by the Buyer.

16. FORCE MAJEURE
Neither the Buyer nor the Seller shall be held liable in respect of failure to fulfill their obligation or accept or deliver Goods, as the case may be, under the Purchase Order, where the reason for such failure is caused by or arises from war, civil commotion, riot, insurrection, strikes, lock out, fires, explosions, floods, railway breakdowns, official or unofficial boycott, an act of State or Government regulation or order, or by any other circumstances beyond their control.

17. ARBITRATION
Any dispute arising out of or in connection with the Purchase Order which cannot be settled by the parties shall be submitted for settlement by arbitration by an arbitrator agreed between the parties or failing agreement, appointed by the Arbitration Foundation of South Africa (AFSA) in accordance with South African law.

18. CONSIGNMENTS
Unless otherwise stated in the Purchase Order all prices include the delivery to the Buyer and are deemed to be firm. Goods are to be consigned to the address shown on the face of the Purchase Order. The Seller shall adequately and securely pack all Goods in such a manner so as to prevent damage in transit. All packages must contain a packing slip and/or delivery note indicating the name of the Seller and detailing the contents and must be clearly marked and addressed by means of suitable labels or indelible marking. All packaging materials shall be and shall remain the property of the Buyer unless otherwise stated on the
Purchase Order.

19. IDENTIFICATION
For overseas purchases, Waybills shall accompany every consignment and must include the Purchase Order Number, name of contract, net and gross weight with quantities of equipment and materials to be clearly shown. Airway bills must be accompanied by a properly completed SA standardized Invoice and Seller Commercial Invoice.

20. INVOICES
Invoices bearing the Purchase Order Number shall be sent directly to the Finance department of the Buyer at the postal address shown on the face of the Purchase Order, at the end of the month in which the Goods are delivered. It is the Seller’s responsibility to ensure that the invoice is a valid tax invoice, compliant with SARS regulations, the VAT Act and Companies Act. Invoices must clearly match the description, numbering, quantities and values stated on the Purchase Order. All supporting documentation such as delivery notes, release certificates and certificates of conformance, also bearing the Purchase Order number, must be attached and submitted simultaneously with the invoice, for payment to be effected. Non compliance with this requirement will result in the Seller’s invoice being rejected and payments being delayed.

21. GUARANTEE
In the event of any defects manifesting themselves within a period of twelve calendar months from the date on which the ordered Goods are received by the Buyer, the Buyer shall without prejudice to any of its rights in terms of the Purchase Order or in law, be entitled to call upon the Seller to replace such defective goods with a minimum of delay at the Seller’s cost.

22. CANCELLATION
Should the Seller breach any of the conditions of the Purchase Order or fail to complete the Purchase Order in accordance with the instructions on the Purchase Order, the Buyer shall be entitled, without prejudice to any of its rights in terms of the Purchase Order, or in law to cancel the Purchase Order in whole or in part without payment to the Seller of any compensation whatsoever. Furthermore in the event of the Seller cancelling the Purchase Order as to all or any of the Goods the Buyer shall be entitled to purchase a like quantity of Goods of similar description and quality, for which the Seller shall be liable to reimburse to the Buyer on demand all expenditure and loss incurred by the Buyer in connection with said cancellation and repurchase, including any increase in the price stated in the Purchase Order.

23. TERMS OF PAYMENT
All payments will be made to the Seller in accordance with the specified terms and special instructions stated on the Purchase Order, provided that the Seller has submitted the relevant tax invoices and month end statement, together with the corresponding approved documentation, in compliance with clause 20 above.

24. SPECIAL TERMS AND CONDITIONS
In the event of a conflict between the terms and conditions as set out in this document and a valid contract / agreement which has been concluded between the Buyer and the Seller, the terms and conditions as set out in the contract /agreement shall prevail. In the event of a conflict between the terms and conditions in this document and terms and conditions recorded in any document of the Seller, these terms and conditions shall prevail.

25 COMPLIANCE WTH LEGISLATION
Where the Seller is providing Services for the Buyer, the Seller will be required to comply with the following:

25.1 LABOUR LEGISLATION
The Seller will be required to ensure that their activities in the execution of the Purchase Order complies with the Labour Relations Act, 66 of 1995 and Regulations, as amended, this includes the Basic Conditions of Employment Act, 75 of 1997 and Regulations as amended.

25.2 HEALTH AND SAFETY LEGISLATION
The Seller will be required to ensure that their activities in the execution of the Purchase Order comply with the provisions of the Occupational Health and Safety Act, 85 of 1993 and Regulations as amended, this includes compliance with any amendments or any other act passed in substitution thereof. Furthermore the Seller undertakes to comply with the Compensation for Occupational Injuries and Diseases Act, 130 of 1993 and Regulations as amended, as well as the Buyer’s SHEQ policy (copy available on request). The Seller shall provide the Buyer with a Material Safety Data Sheet (MSDS) for any product that is classified as a hazardous substance or hazardous material in terms of the aforementioned legislation.

25.3 ENVIRONMENTAL LEGISLATION
The Seller will be required to ensure that their activities in the execution of the Purchase Order comply with National Environmental Management Act, 107 of 1998 and Regulations as amended, this includes compliance with any other act passed in substitution thereof. Furthermore the Seller undertakes to put in place any other appropriate measures that prevent pollution and ecological degradation of natural resources as the circumstance may dictate. The Seller shall provide the Buyer with product information regarding transportation, handling and disposal of supplies, meeting “cradle to grave” statutory requirements and Codes of Practice.”

25.4 CROSS BORDER SERVICES
Should the Seller be required to perform their activities in the execution of the Purchase Order outside the borders of South Africa, the Seller shall comply with comparable legislation applicable in that country or in view of no comparable legislation the Seller shall comply with sub-clauses 25.1, 25.2 and 25.3 above.

26. INSURANCE
Where the Seller is providing Services for the Buyer, the Seller will provide proof within 3 days of acceptance of the Purchase Order to the Buyer of Contractors All Risk and Public Liability Insurance cover, to adequately cover the risk of the works being undertaken. Failure to submit proof of the insurance cover will not relieve the Seller of its obligations to provide adequate insurance, unless insurance is specifically excluded in the Purchase Order.

27. LIABILITY
The Buyer shall not be liable to the Seller for any loss, cost and/or damages including, but not limited to, direct and/or consequential loss arising from the Purchase Order to the Seller.

28. INDEMNITY
The Seller indemnifies and shall keep the Buyer and the Buyer’s Customer indemnified against any claims that may be made against the Buyer by any third party in connection with the Goods, whether such claims are in respect of damages of whatsoever nature, personal injury or death. Further, the Seller indemnifies and shall keep the Buyer and the Buyer’s Customer indemnified against all losses, liabilities, claims and expenses that may arise out of any act or omission or negligence of the Seller in connection with the Purchase Order.

29. TRANSPORTATION
Where the Seller provides for transportation of Goods in connection with the Purchase Order, the Seller shall adhere to the latest legislated Traffic Ordinances. In this regard the Seller shall ensure that:

29.1 No personnel are transported in the back of open transport vehicles;

29.2 Transport vehicles utilised are regularly maintained and fit for purpose;

29.3 Goods being transported shall be securely and safely strapped to the vehicle.

29.4 All Goods being transported are suitably protected from environmental elements.

29.5 Insurance as per clause 26 to adequately cover the value of the Goods shall be provided by the Transporter, unless specifically excluded in the Purchase Order.

30. GENERAL
All Goods and services supplied to the Buyer by the Seller shall be in accordance with the above terms and conditions only. These conditions shall take precedence over any terms and conditions which may be contained in the Seller’s acceptance of order or any other Seller documentation and may only be altered with the express written agreement of the Buyer. Any conflicting statements in any acceptance of order or other documentation issued by the Seller shall be null and void, unless such special terms or conditions have been expressly agreed to in writing by the Buyer.