INTERPRETATION

Business Day: A day other than a Saturday, Sunday, or any public holiday in South Africa.

Buyer: The purchaser of the Goods from the Supplier.

Contract: The agreement between the Supplier and the Buyer for the sale and purchase of the Goods. This includes these Conditions, the relevant Order, and any other documents that are incorporated by reference.

Delivery Point: The location specified in the Order or, if not specified, any other location agreed to in writing by the Supplier and the Buyer. In the absence of any specified or agreed location, the Delivery Point shall be deemed to be the Supplier’s place of business.

Force Majeure Event: Any event beyond a Party’s reasonable control that prevents that Party from fulfilling its obligations.

Goods: The products (or any part thereof) set out in the Order.

Group: In relation to any company, “Group” means that company along with any subsidiaries or holding companies (as defined under the Companies Act 71 of 2008) and any subsidiaries of those holding companies or associated companies that form part of the same corporate group.

Holding company and subsidiary: A “holding company” and a “subsidiary” as defined in the Companies Act 71 of 2008.

Manufacturer: The entity that produces or manufactures the relevant Goods.

Manufacturer’s Specification: Any description or specification for the Goods as provided in catalogues, brochures, or other materials published by or on behalf of the Manufacturer.

Order: The Buyer’s order documentation for the Goods, including any online order forms, purchase order forms, written acceptance of the Supplier’s quotation, or other order documents submitted by the Buyer to the Supplier.

Return Goods: All Goods that are returned to the Supplier in accordance with the applicable conditions.

Supplier: Jian Hai Energy Saving (Pty) Ltd

Supplier’s Premises: The Supplier’s business location(s).

Terms and Conditions: The terms and conditions set forth in this document.

Below is a customized rephrasing of the “THE CONTRACT” clause in your style:

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THE CONTRACT

1. These Terms and Conditions exclusively govern the relationship between the Supplier and the Buyer, and no additional terms—whether arising from trade, custom, practice, or a course of business—will be implied.

2. The Order represents an offer by the Buyer to purchase the Goods under these Terms and Conditions.

3. An Order is only accepted when the Supplier either issues a written confirmation or, if sooner, dispatches the Goods for delivery, at which point the Contract is deemed to be in force.

4. Any quotation provided by the Supplier for the Goods does not amount to an Order. Unless stated otherwise, a quotation is only valid for 7 days from its date of issue. Should the Buyer accept a quotation, it constitutes a provisional Order, which remains subject to final acceptance by the Supplier in accordance with these Terms and Conditions. Only Orders that are received, accepted, and confirmed by the Supplier will be recognized as valid.

5. No document or any additional terms or conditions related to an Order shall be incorporated into these Terms and Conditions unless expressly agreed upon in writing by the Supplier.

6. Any changes or variations to these Terms and Conditions will only be effective if they are agreed to in writing by both the Supplier and the Buyer

   DESCRIPTION

   The quantity and description of the Goods shall be as set out in the Order.

   The Buyer understands that the Supplier is not the manufacturer of the Goods and that the Goods are ordered from third-party manufacturers. All Goods supplied shall be subject to the Manufacturer’s Specifications, and the Supplier does not make any representations regarding such Manufacturer Specifications.

   PRICE

   1. Price Determination:
      a. Unless otherwise expressly agreed in writing, the price payable for the Goods is the price stated in the Order.
      b. If no price is stated in the Order, then the price will be as follows:
      i. If a quotation has been provided by the Supplier and accepted by the Buyer within the specified time period, the price shall be that set out in the quotation.
      ii. If no such quotation exists, the price shall be the price set out in the Supplier’s published list as at the date the Order is submitted by the Buyer.

   2. Taxes and Levies:
      The price of the Goods is exclusive of all taxes (including, without limitation, value-added tax), duties, and levies (or local equivalents). These shall be payable by the Buyer, subject to receipt of an invoice.

   3. Carriage and Insurance:
      The price of the Goods is exclusive of the costs of carriage and insurance to the Delivery Point. The Buyer shall pay these costs and is responsible for off-loading the Goods at the Delivery Point.

   4. Price Adjustments:
      The Supplier may, by giving notice to the Buyer before delivery, increase the price of the Goods to reflect any increase in cost due to:
      a. Cost factors excluded from the quotation and/or Order, or which are variable in terms of the quotation or Order and are beyond the Supplier’s control (including foreign exchange fluctuations, increases in taxes and duties, and increases in labor, materials, and other manufacturing costs);
      b. Any request by the Buyer to change delivery dates, the Delivery Point, quantities, or types of Goods ordered; or
      c. Any delay caused by the Buyer’s instructions or the Buyer’s failure to provide adequate or accurate information.

      PAYMENT

      1. Invoicing:
         The Supplier may invoice the Buyer for the Goods, solar installation services, and any costs related to carriage and/or insurance payable by the Buyer at any time following acceptance of the Buyer’s Order for the Goods or completion of the solar installation.

      2. Payment Terms for Goods:
         Unless an alternate credit period has been agreed in writing (see clause 5.4), the Buyer must pay each invoice in full—without any deduction or set-off—immediately upon confirmation of the Order. Payment is to be made via electronic funds transfer directly into the Supplier’s nominated bank account, as specified on the Supplier’s invoice.

      3. Payment Terms for Solar Installation:
         a. Upon completion of a solar installation by the Supplier’s installation team, the Buyer is required to make immediate full payment for the installation services via electronic funds transfer into the Supplier’s nominated bank account.
         b. If the Buyer decides to cancel an installation after the installation team has commenced work for any reason, the Buyer shall be liable to pay:
           i. The logistics fees as indicated on the Supplier’s quote;
           ii. A fixed installation fee of R15,000; and
           iii. The cost to repair all damages caused during the disinstallation process.
         All such payments must be made to the Supplier’s bank account and are not deemed received until the funds are cleared.

      4. Delivery Outside South Africa:
         If the Delivery Point is outside the Republic of South Africa, the Buyer shall pay to the Supplier the taxes, duties, and levies mentioned in clause 4 within 14 days of the invoice date, unless an alternate credit period is agreed in writing as per clause 5.4.

      5. Alternate Credit Period:
         The Supplier may, at its sole discretion, set an alternate payment period. This period may be longer or shorter than that specified in clauses 5.2 and 5.3, and any such credit period agreed does not automatically apply to future orders. The Supplier may review the Buyer’s credit period at any time:

         • If the credit period is removed, the Supplier will notify the Buyer, and the removal will apply from the date the notice is deemed received. This change will apply to all outstanding invoices (with interest for late payment accruing only from the notice date) and to any invoices issued after that date.
         • If the credit period is decreased, the new, shorter period will apply to all invoices issued from the date of the review.
         • If the credit period is increased, the revised period will apply to all invoices issued from the date of the review or from a later date as notified by the Supplier.

      6. Time of Payment:
         Time is of the essence. Payment by the Buyer is not deemed received until the Supplier has received cleared funds in its bank account. All payments received without a remittance advice will be applied to the oldest invoices on the account.

      7. Late Payment:
         If the Buyer fails to pay any sum due, the Buyer shall be liable to pay interest on the overdue amount from the due date at the maximum rate permitted under the National Credit Act 34 of 2005, accruing on a daily basis until full payment is made.

      8. No Deductions:
         The Buyer shall pay all amounts due under the Contract in full without any deduction or withholding except as required by law. The Buyer is not entitled to assert any credit, set-off, or counterclaim to justify withholding payment. However, the Supplier may set off any amount owing by it to the Buyer against any amount payable by the Buyer.

      9. Order Fulfillment:
         The Supplier may, at its sole discretion and without liability, refuse to fulfill an Order (including any previously accepted Order) if any invoice remains overdue, unpaid, or in dispute.

      10. Payment Methods:
          Payments may be made via Visa, Mastercard, Diners, or American Express credit cards, or by bank transfer into the Supplier’s bank account, as specified in the Supplier’s invoice.

      11. Credit Card Transactions:
          Credit card payments will be processed through PayGate (Pty) Ltd, the approved payment gateway for First National Bank of South Africa. PayGate uses Secure Socket Layer 3 (SSL3) encryption, and no credit card details are stored on the Supplier’s systems. Card details are entered by the Buyer on PayGate’s secure site. More details can be found on the PayGate website at paygate.co.za. The merchant outlet country at the time of payment is South Africa.

      12. Transaction Responsibility:
          For transactions processed via PayGate, the Supplier is responsible for all aspects of the transaction, including the sale of Goods and solar installation services, customer service and support, dispute resolution, and delivery of Goods.

      13. Buyer Information Storage:
          Any other details and information of the Buyer (excluding payment and card details) are stored by the Supplier separately on its system and are subject to the Supplier’s Privacy Policy.

          DELIVERY

          1. The Supplier shall deliver the Goods to the designated Delivery Point. Delivery is complete when the Goods arrive at that point, subject to the Buyer’s right to refuse delivery per clause 6.5.

          2. All quoted or accepted delivery dates are approximate, and the delivery time is not of the essence. The Supplier is not liable for any delay caused by a Force Majeure Event or by the Buyer’s failure to provide adequate delivery or other relevant instructions.

          3. If the Goods are not delivered by the specified date or within the approximate period provided—unless the delay is due to a Force Majeure Event, the Buyer’s failure to provide proper instructions, or reasons stated in clause 6—the Buyer may give written notice requiring the Supplier to deliver the Goods within at least 30 days. If the Supplier fails to comply, the Buyer may terminate the Contract by giving written notice.

          4. The Supplier will use reasonable endeavors to keep the Buyer informed of the anticipated delivery time and date. The Buyer must accept delivery at the Delivery Point if at least 24 hours’ notice is provided. If less than 24 hours’ notice is given (and the delivery is not on the agreed delivery date or period), the Buyer may refuse delivery if it is unreasonable to expect acceptance considering the Buyer’s ability to grant access and any significant inconvenience.

          5. If the Buyer fails to take delivery of the Goods or refuses to accept any part of them (except where a reasonable refusal is permitted), the Supplier may store the Goods until delivery is completed. In such cases, the Buyer shall be liable for all reasonable costs, expenses, and losses incurred by the Supplier, including additional transport, storage, and insurance costs.

          6. The Supplier may deliver the Goods in instalments. Each instalment will be invoiced and paid for according to the Contract, and every instalment is subject to these Terms and Conditions. Cancellation or termination of any single instalment does not entitle the Buyer to cancel any other instalment or Order.

          NON-DELIVERY

          1. The quantity of Goods recorded by the Supplier on the proof of delivery, as signed by the Buyer, shall be considered conclusive evidence of the quantity received by the Buyer—unless the Buyer can provide conclusive evidence to the contrary.

          2. The Supplier’s liability for non-delivery of the Goods is limited to either replacing the Goods within a reasonable time or issuing a credit note at a pro rata rate against any invoice raised for such Goods. The decision to replace the Goods or issue a credit note is at the Supplier’s sole discretion.

          RISK / TITLE

          1. From the moment of delivery, the Buyer assumes all risk for the Goods, and the Supplier bears no further responsibility for them. Ownership of the Goods only transfers to the Buyer once the Supplier has received full payment (in cash or cleared funds) for the Goods and any other amounts owed by the Buyer.

          2. Until ownership passes to the Buyer, the Buyer must:

             • Hold the Goods in trust for the Supplier.
             • Store the Goods separately from other goods to keep them identifiable as the Supplier’s property.
             • Not damage, alter, or remove any identifying marks on the Goods.
             • Maintain the Goods in good condition and insure them for their full value against all risks, providing proof of insurance upon request.
             • Notify the Supplier immediately if it experiences financial distress or insolvency-related events.
             • Provide the Supplier with any information about the Goods upon request.

          3. If the Supplier believes that the Buyer has not complied with these terms or has failed to make payment, the Supplier has the right to request the immediate return or retrieval of the Goods, without prejudice to any other contractual rights.

          4. The Buyer’s right to possess the Goods ends immediately if:

             • The Buyer is liquidated, placed in business rescue, or enters a compromise with creditors.
             • The Buyer faces legal action, is unable to pay debts, or commits an act of insolvency as defined in the Insolvency Act No. 24 of 1936.
             • Any similar legal proceeding is initiated in any applicable jurisdiction.

          INSTALLATIONS

          1. Any Goods purchased for installation or attachment to electrical equipment must be installed by qualified electricians or certified electrical installers. The Buyer is responsible for ensuring that the installer is properly qualified and compliant with all relevant electrical legislation and regulations, including obtaining an electrical Certificate of Compliance for the installation work.

          2. The Buyer assumes full responsibility for any costs or liabilities arising from:

             • Incorrect installation of the Goods.
             • Use of incompatible or incorrect electrical components.
             • Any defects, errors, or necessary repairs resulting from improper installation.

          3. If the Buyer purchases an installation service from the Supplier, full payment is due immediately upon completion of the installation.

          4. If the Buyer cancels an installation after the installation team has commenced work, they will be liable for:

             • The logistics fees stated in the quote.
             • A non-refundable installation fee of R15,000.
             • The cost of repairing any damages caused by disinstallation.

          5. All installation-related payments must be made via bank transfer and cleared in the Supplier’s bank account.

             RETURNS AND REFUNDS

             1. Claims for Damage or Warranty Breach

                • The Buyer must notify the Supplier in writing within 10 Business Days of any damage upon delivery or breach of warranty under clause 11.
                • This notice must include details of the affected Goods, the Order, and the nature of the damage or breach.
                • The Supplier’s technical support team will conduct initial tests (“Phase One Testing”).
                • If necessary, the Goods will be returned for further testing (“Phase Two Testing”).

             2. Supplier’s Response

                • If the Goods are found to be damaged (due to no fault of the Buyer) or in breach of warranty, the Supplier will either repair, replace, refund, or issue a credit note for the Goods.
                • If the damage is due to the Buyer’s incorrect installation, misuse, or other external factors, the Supplier will not accept returns, replacements, or refunds.
                • In such cases, a 15% inspection and handling fee will be charged, and the Buyer must collect the Goods within one calendar month or pay storage fees.
                • If the Buyer requests a repair or replacement after a failed installation, this will be subject to a new quotation.

             3. Return Requirements for Technical Items (Inverters & Batteries)

                • Completed RMA documents.
                • Photos of the installation (including surge protection devices).
                • A valid Certificate of Compliance (COC) for completed installations.
                • Installation line diagrams.

             4. Returns for Unwanted Goods

                • The Buyer must notify the Supplier in writing within 10 Business Days of delivery.
                • The return must be at the Buyer’s cost and risk and take place within 10 Business Days at the Supplier’s premises during business hours.
                • Goods must be in original packaging with a return order number.
                • Upon inspection, if the Goods are in their original condition, the Supplier will issue a refund or credit note.

             5. Returns Due to Supplier Error

                • The Buyer must notify the Supplier within 10 days of receiving incorrect Goods.
                • The Supplier will arrange collection. Until collection, the Buyer must store the Goods as instructed.

             6. Refund Process

                • Refunds will be made via electronic transfer to the original payment account within 10 Business Days.
                • If the Order was placed through direct marketing and canceled within the cooling-off period, or if the Goods were not inspected before delivery and rejected, the Supplier will process a refund.
                • Refunds do not apply if the Goods have been disassembled, altered, permanently installed, or combined with other items.
                • If Goods require repackaging, the Supplier may charge a reasonable fee.

             7. Additional Costs & Liability

                • Any replacement Goods will be delivered per the delivery procedure in clause 6.
                • The Supplier is not responsible for costs related to de-installation or re-installation, including labor or equipment expenses.
                • Returns are prohibited where public health or regulations do not allow it or if the Goods have been altered after delivery.

WARRANTY

1. Warranty Coverage

   • The Supplier excludes all implied warranties, conditions, and other terms to the fullest extent permitted by law.
   • The Supplier warrants that on delivery, the Goods will be free from material defects in design, materials, and workmanship.

2. Claiming Under Warranty

   • If the Buyer believes the warranty has been breached, they must follow the returns process outlined in clause 10.2.

3. Warranty Exclusions
   The Supplier is not liable for warranty claims if:

   • The Buyer continues using the Goods after reporting a defect.
   • The defect arises due to failure to follow installation, storage, or maintenance instructions.
   • The Goods are altered or repaired without written consent from the Supplier.
   • The defect results from wear and tear, willful damage, negligence, abnormal storage, or incorrect transportation.

4. Items Not Covered by Warranty

   • Non-Supplier equipment, materials, or supplies.
   • Damage or loss caused by wind speeds exceeding 60m/s or submersion in water, unless the Goods are designed for such conditions.
   • Accidental damage not caused by the Supplier.
   • Any damage due to Force Majeure (e.g., natural disasters, acts of God).

5. Warranty on Repaired/Replaced Goods

   • These Terms and Conditions apply to any repaired or replacement Goods supplied to the Buyer.

6. Limited Supplier Liability

   • Apart from the provisions in clause 11, the Supplier has no further liability for Goods failing to meet warranty standards.
   • The Buyer’s sole remedy for warranty breaches is as outlined in clauses 10 and 11.

7. Compliance with Consumer Protection Act

   • The Buyer acknowledges having read and understood Sections 60 and 61 of the Consumer Protection Act 68 of 2008 and agrees that the

LIMITATION OF LIABILITY

1. Liability Not Excluded
   The Supplier and its Group do not exclude or limit liability for:

   • Death or personal injury caused by their negligence.
   • Any matter where exclusion would be illegal.
   • Fraud or fraudulent misrepresentation.

2. Exclusion of Indirect and Consequential Loss

   • The Supplier and its Group are not liable for indirect or consequential losses, including those caused by their deliberate breach of contract.

3. Specific Exclusions of Liability
   Subject to clause 12.1, the Supplier and its Group are not liable for:

   • Loss of profit.
   • Loss of business or opportunity.
   • Loss of anticipated savings.
   • Loss of energy supply.
   • Costs related to de-installation or re-installation of Goods.

4. Maximum Liability Cap

   • The total liability of the Supplier and its Group is capped at 125% of the price paid or payable for the relevant Goods.

5. Buyer’s Acknowledgment of Limitations

   • The Buyer accepts the liability exclusions and acknowledges that the price reflects the level of liability accepted by the Supplier.
   • The Buyer should seek insurance to cover any potential loss that cannot be recovered from the Supplier.

ENTIRE AGREEMENT

1. Supersession of Prior Agreements

   • This Contract is the complete and final agreement between the Parties.
   • It replaces and overrides all previous agreements related to the same subject matter.

2. No Reliance on External Representations

   • Neither Party has relied on any statement, representation, assurance, or warranty that is not expressly stated in the Contract.
   • No claims can be made for innocent or negligent misrepresentation or negligent misstatement based on any statement outside this Contract.

ASSIGNMENT AND SUBCONTRACTING

1. Supplier’s Rights

   • The Supplier may assign or transfer any or all of its rights under the Contract at any time.

2. Buyer’s Restrictions

   • The Buyer cannot assign or transfer any of its rights or obligations without prior written consent from the Supplier.

3. Subcontracting by Supplier

   • The Supplier may subcontract or delegate any of its obligations to a third party or agent.
   • However, the Supplier remains responsible for ensuring that subcontracted obligations are performed.

GENERAL TERMS

1. Non-Waiver of Rights

   • Any failure or delay by the Supplier in enforcing its rights does not mean those rights are waived.
   • A waiver of one breach does not mean future breaches are waived.

2. Severability

   • If any provision of the Contract is invalid, illegal, or unenforceable, it will be modified as needed to be valid.
   • If modification is impossible, the provision will be removed, but the rest of the Contract remains valid.

3. Protection of Personal Information

   • The Supplier will take reasonable steps to protect the Buyer’s personal information.
   • “Personal information” is defined according to the Promotion of Access to Information Act 2 of 2000.

4. Proof of Indebtedness

   • The amount due to the Supplier can be proven by a certificate from a Supplier director, manager, or independent auditor.
   • This certificate will serve as binding proof unless the Buyer proves otherwise.

5. Dispute Resolution

   • Parties must first negotiate in good faith to resolve disputes.
   • If unresolved, either party can go to court or agree to arbitration within 7 days of the dispute arising.

6. Legal Costs

   • The successful party in any legal enforcement can recover legal costs from the other party based on their agreement with their attorneys.

ACCEPTANCE OF TERMS AND CONDITIONS

By continuing with the purchase of Goods from the Supplier, the Buyer expressly agrees to be bound by these Terms and Conditions.