- SOLE AGREEMENT
Unless otherwise agreed in writing these Terms and Conditions of Purchase, together with any purchase order (the “Order”) represent the only conditions upon which the National Housing Finance Corporation (“NHFC”) will procure items or services (“Supplies”) from any third party supplier (“Supplier”). In the event of any inconsistency between these Conditions of Purchase and any contract, the provisions of the contract shall prevail.
In this Conditions of Purchase the terms below shall have the following meanings:
2.1. “CONDITIONS OF PURCHASE” means this agreement between the NHFC and the Supplier;
2.2. “THE NATIONAL HOUSING FINANCE CORPORATION STATE OWNED COMPANY LIMITED” registration number 1996/005577/06, a development funding institution reconstituted and duly incorporated in accordance with the laws of the Republic of South Africa; and registered with the National Credit Regulator as a credit provider: NCRCP763
2.3. “DELIVERY” means delivery in accordance with the conditions of the Order at the stated delivery point;
2.4. “SUPPLIES” means the equipment, goods, services, items or materials to be delivered by the Supplier in terms of the Order;
2.5. “SUPPLIER” means the party with whom the NHFC contractually places an Order and includes the Supplier’s successors and permitted assignees.
The price stated in the Order shall be regarded as fixed and is invariable and not subject to adjustments unless otherwise agreed between the parties in writing.
DELIVERY TIME OR DATE
The delivery time or date stated in the Order shall be regarded as fixed and the Supplier shall adhere strictly thereto.
ORDER CONTROL NUMBER
The Order number stated in the Order shall be indicated clearly on all documentation and packaging.
CANCELLATION OF ORDER
Should the Supplier fail to deliver the Supplies at the time agreed to, or should he not comply with any other essential condition of the Order, the NHFC shall be entitled to cancel the Order summarily in writing, without any adverse cost implications for the NHFC.
DISPATCH OF SUPPLIES
The Supplier shall ensure that it the Supplies are dispatched to the address stated in the Order and transportation of the Supplies shall be at the Supplier’s risk.
The Supplier shall ensure that the Supplies shall in all respects be in accordance with the requirements and stipulations set out in the Order. All materials and consumable items shall be new and unused, unless otherwise agreed to in writing.
Save for consumables, the Supplier guarantees the workmanship and materials of the Supplies , that the Supplies and any components thereof will be free of any defects for a period of at least 12 (twelve) months after the acceptance thereof by the NHFC, reasonable wear and tear excepted.
Payment for the Supplies shall be made by the NHFC against an original tax invoice from the Supplier. Unless otherwise stipulated in the Order, payment for the Supplies shall be made within 30 (thirty) days of receipt by the NHFC of the original tax invoice, supported by proof of delivery stamped and signed by an authorized the NHFC employee at the delivery address stated in the Order.
All tax invoices shall contain the registered Value Added Tax (VAT) number of the Supplier, an Order number, item numbers, quantities in respect of which payment is claimed and the amount claimed by the Supplier.
CLAIMS FOR PAYMENT
All claims shall be submitted in the prescribed manner within 90 (ninety) days after finalisation of Delivery, in accordance with clause 10 (Payment), failing which the NHFC may, in its sole discretion, refuse to accept any claim.
The price shall be exclusive of VAT and it must appear as a separate line item on the tax invoice.
LIABILITY FOR PATENT RIGHTS
The Supplier herewith indemnifies the NHFC and holds it harmless in respect of any claims arising from infringement or alleged infringement of patents, trademarks and other protective rights of a similar nature.
LIABILITY FOR COSTS, DAMAGES OR EXPENSES
The NHFC may deduct all costs, damages or expenses, or any other amount for which the Supplier is liable in terms of the contract, from moneys due to or becoming due to the Supplier in terms of any contract between the Supplier and the NHFC. The NHFC is herewith irrevocably and in rem suam authorised thereto.
THE NHFC’s RIGHTS
No amount paid by the NHFC in settlement of an account, nor postponement of the delivery or completion date as may be granted by the NHFC, shall affect or prejudice the NHFC’s rights against the Supplier, nor relieve the Supplier of his obligations, nor be interpreted as approval of the Supplies delivered.
DISCLOSURE OF INFORMATION
The existence of this Conditions of Purchase will not be confidential but the Supplier may not, save for a professional advisor, make known any information concerning this Conditions of Purchase to anyone, including the press, without the NHFC’s written approval.
RESPONSIBILITY FOR DEVIATIONS
The Supplier shall accept responsibility for any deviation from the Order arising from a misunderstanding or incorrect information, irrespective of how it was obtained, except for any incorrect information provided by the NHFC to the Supplier in writing.
AMENDMENT OF ORDER
No amendment or change to the Order shall be permitted without the written approval of the NHFC.
CESSION OF CONTRACTS
The Supplier may not, without the prior written approval of the NHFC, cede, delegate, relinquish or transfer to anyone his rights and/or obligations in terms of this Conditions of Purchase. The NHFC reserves the right to cede, delegate or transfer to a third person its rights or obligations in terms of the Conditions of Purchase, subject to such conditions as the NHFC may deem appropriate.
PACKING OF MATERIALS
Containers and packing materials are not returned to the Supplier. Packaging of stock items delivered to the NHFC stores must be clearly labelled with the item number and number of units in each container.
Any dispute that may arise in connection with the execution and/or interpretation of an Order is settled finally by one arbitrator, appointed by the parties and in accordance with the Arbitration Act, Act No. 42 of 1965. The parties shall choose Johannesburg as the place of arbitration.
The NHFC may terminate this Conditions of Purchase forthwith or, at its option, seek performance by any such appointed Supplier/person if:
a) the Supplier passes a resolution for its winding-up or a court of competent jurisdiction makes an order for the Supplier to be wound up or dissolved or the Supplier is otherwise dissolved; or
b) an administrator is appointed or an administration order is made in relation to the Supplier or a receiver or an administrative receiver is appointed over, or an encumbrance takes possession of or sells the whole or part of the Supplier’s undertaking, assets, rights or revenue; or
c) the Supplier is unable to pay debts or is deemed unable to pay its debts within the meaning of the Insolvency Act; or
d) the Supplier enters into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them or takes steps to obtain a moratorium or makes an application to a court of competent jurisdiction for protection from its creditors
For the avoidance of doubt, the NHFC shall not be entitled to terminate this Conditions of Purchase pursuant to this term where a resolution by the Supplier or court order that the Supplier be wound up is for the purpose of a bona fide reconstruction or amalgamation.
AFTER SALES SERVICE
The Supplier shall provide replacement parts necessary to ensure the uninterrupted operation of the Supplies supplied for a period of 5 (five) years from delivery of any particular item of the Supplies and if requested by the NHFC, it shall make these parts available to a third party maintainer of the NHFC’s choice at the same price as if the parts had been supplied to the NHFC. The Supplier undertakes to provide a maintenance service for the Supplies, should the NHFC so request, on terms to be agreed. If this Conditions of Purchase so indicates, the Supplier will provide a warranty service for the Supplies to a level agreed with the NHFC.
NOTICES and DOMICILIUM
Notices under these terms shall be delivered by hand to the relevant address overleaf or sent to them by registered mail or may be served by facsimile to the number overleaf with confirmation by registered mail in which event notice shall be deemed served on receipt by the sender of such confirmation.
This Conditions of Purchase shall be governed and interpreted in accordance with the law of the Republic of South Africa and shall be subject to the jurisdiction of the South African courts to which the Supplier hereby irrevocably submits but without prejudice to the NHFC’s right to take proceedings against the Supplier in other jurisdictions.
Headings are included in this Conditions of Purchase for convenience only.
If any term herein be held illegal or unenforceable, the validity or enforceability of the remaining terms shall not be affected.
No failure or delay by the NHFC to enforce any rights under this Conditions of Purchase will operate as a waiver thereof by the NHFC.
All rights and remedies available to the NHFC under this Conditions of Purchase shall be in addition to, not to the exclusion of, rights otherwise available at law.