Register as a Solar Installer

GENERAL CONDITIONS OF PURCHASE AND
SALE REVISION 1 DATED 08 FEBRUARY

2024

TO BE READ WITH THE RELEVANT Quotation

1. NOW THEREFORE IT IS AGREED THAT:
1. Definitions & Interpretations
1.1 In these general conditions of purchase and sale, unless
the context requires otherwise:
1.1.1 “Account Grantor” means the Seller;
1.1.2 “Account Applicant” means the Purchaser;
1.1.3 “Days” means any day other than a Saturday, Sunday or
official public holiday in the Republic of South Africa;
1.1.4 “Delivery” means delivery in accordance with clause 5
below;
1.1.5 “Goods” means whatever is purchased or ordered in
terms of the Quotation, and includes, where applicable,
work to be done or services to be rendered, in terms of
the Quotation;
1.1.6 “Invoice Address” is the address to which all invoices
pertaining to the Quotation are to be directed and is
the address as given by the Purchaser on the Quotation
and entitled “Invoice Address”
1.1.7 “Quotation’ means and includes:
1.1.7.1 The document entitled “Quotation” signed and/or
agreed to by the Seller and the Purchaser; and
1.1.7.2 The contents of these general conditions of
purchase and sale; and
1.1.7.3 All other documents referred to and/or attached to
the Quotation; and
1.1.7.4 The specifications referred to and/or attached to
the Quotation; and
1.1.7.5 Any schedule of drawings or photographs attached
to the specifications.
1.1.7.6 Provided that, should there be any conflict between

any of the above documents, then the contents of
the document defined in paragraph 1.1.5.1 above
shall prevail.
1.1.8 “Purchase Price” means the nett purchase price
excluding any withholding taxes which are for the
account of Purchaser plus value added tax excluding
any settlement discounts and as
stated in the Quotation;
1.1.9 Purchaser” means the party to whom the Quotation is
addressed and which will take Delivery of or be liable
for payment of the Goods;
1.1.10 “Seller” means the M Solar Power Services (Pty) Ltd;
1.1.11 “the Site” means the place where the Goods shall be
transported to, installed or utilized;
1.1.12 “the Parties” means the Seller and/or the Purchaser,
as the context determines;
1.1.13 “the Works mean; the place of business of the Seller
situated as reflected on the Quotation.
1.2 In these conditions, unless the context require otherwise:
1.2.1 words importing any one gender shall include the
other two genders;
1.2.2 the singular shall include the plural and vice versa;
1.2.3 a reference to natural persons shall include created
entities and vice versa;
1.2.4 any word or expression defined in clause 1 shall, if
expressed in the singular, include the plural and vice
versa and cognate expressions shall have a
corresponding meaning;
1.2.5 Clause headings have been inserted for convenience
only and shall not be used for or assist or effect the

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interpretation of the Quotation.
2. Purchase and Sale
The Purchaser buys the Goods from the Seller in
accordance with the Quotation. The Seller agrees to sell
the Goods in terms of the Quotation and the Parties
agree to be bound by the Quotation.
3. Offer and Acceptance
3.1 All quotations will be valid for a period of 72 hours from
date of issue. The quotation price will only be secured if
the quotation is formally accepted and payment of the
full quoted amount (cash sales) or agreed advance (sales
with payment terms) is paid within the 72 hour period.
3.2 Quotations may be withdrawn by the Seller
3.3 Quotation price confirmation is required for any
quotation older than 72 hours.
3.4 A Quotation will be issued after the conditions
mentioned in 3.1 has been met.
3.5 No Quotation, in relation to the Goods, other than by an
authorised representative of the Seller shall be valid and
binding on it.
3.6 The Quotation shall be binding on the Parties on the
formal acceptance of the Quotation.
3.7 The Quotation will reflect the price which is Ex Works.
3.8 In the event of a failure to make payment as set out in
clause 3.1, the Seller will be able to void any Quotation
unilaterally in it’s sole discretion and the Goods will no
longer be available to the Purchaser at the agreed price.
4. Purchase Price and Terms of Payment
4.1 The Purchase Price of the Goods will be that as recorded
in the Quotation, save that, by written agreement
between the Parties, should it be agreed that the
specification of the Goods alter, the Purchase Price may
be changed to take into account such altered
specification.
4.2 The Purchase Price is an “ex Works” price unless
otherwise stipulated in the Quotation. Goods are sold
exclusive of VAT. Should import duties on Goods sold by
the Seller be increased or should any other duty orrate
be imposed subsequent to the date of acceptance of any
Quotation or Invoice by the Seller, the Seller shall be
entitled to increase the prices stipulated in the relevant
Quotation so as to compensate for the effect of such
increase or imposition of such duty, rate or impost.
4.3 In regard to cash sales: The full amount shall be paid,
without deduction or set off, immediately prior to
Delivery or collection.
4.4 In certain instances the Quotation may reflect that the
Seller will be required to or have procured the Goods
from
foreign countries and in foreign currencies for which

Seller are still to settle the full amount due to the
original manufacturer or supplier. Therefore prices
expressed in the Quotation in South African currency
are converted at an estimated exchange rate as
reflected on the Quotation. The Purchaser shall be liable
for any loss or difference or effect caused by the
fluctuation of any relevant exchange rate (“the Loss”)
occurring until completion of the Quotation and shall
pay such Loss prior to Delivery or as stipulated in the
Quotation.
4.5 In certain instances the Purchaser agrees that the
Quotation will be subject to the Seller entering into a
forward exchange rate contract (“FEC”) to fix the Rand
value of the Goods referred to in the Quotation. The
Purchaser, by concluding the Quotation, agrees to the
FEC. Any effect such FEC shall have on the Purchase
Price shall be for the cost or benefit of the Purchaser, it
being agreed that all Rand and foreign currency risk
relating to the purchase and importation of the Goods
to South Africa by the Seller shall be borne by the
Purchaser.
5. Delivery
5.1 The Purchaser shall be liable for the transportation of
the Goods from the Works to the Site, unless otherwise
agreed and stipulated in the Quotation. Delivery, unless
otherwise stipulated in the Quotation, is ex Works.
5.2 The Seller shall have the right to effect partial deliveries
unless otherwise specified in the Quotation.
5.3 A delivery note, signed by the Purchaser, its employee,
agent or representative shall constitute prima facie
proof, on its mere production, that the Goods Delivered
thereunder are in accordance with the quantity and
quality reflected thereon.
5.4 Any date quoted for Delivery or reflected in the
Quotation is an estimate only and subject to change due
to component availability. However, the Seller shall use
its best endeavours to meet such date.
5.5 Should the Purchaser not collect and remove the Goods
from the Works within 21 calendar days of first being
requested to do so by the Seller, the Seller shall be
entitled, without the Purchaser having any recourse, to
unilaterally cancel the Order and dispose of such Goods
for its own account. A 10% (Ten Percent) handling fee
will be set off against any deposit paid by the Purchaser.
5.6 The Seller’s accounts department shall not release the
Goods unless the amount payable reflects and is cleared
in its bank account.
6. Passing of Ownership to the Purchaser
Ownership of the Goods shall pass from the Seller to the
Purchaser on Delivery or on payment for the Goods,

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whichever is the later.
7. Risk
All risk of any loss or damage to the Goods whether such
loss or damage be total or partial, from whatsoever cause
arising, shall pass to the Purchaser on Delivery/Collection
of the Goods.
8. Warranties
8.1 The Seller warrants to the Purchaser that the Goods are
free of any lien, reservation of ownership and claims.
8.2 The Seller shall not be liable, in any way, for any damage
or loss to the Goods caused by the abuse, misuse,
neglect and/or failure to properly repair the Goods in
accordance with the Seller’s or original manufacturer/
supplier’s installation and operating instructions, if any,
or caused by abnormal operating conditions and/or
failure to properly maintain or operate the Goods.
8.3 Where the Seller is not the manufacturer of the Goods,
the Seller shall endeavor to transfer to the Purchaser the
benefit of any warranty or guarantee given to the Seller.
8.4 No warranty is furnished in regard to consumables.
8.5 Manufacturer’s product warranties are provided by the
manufacturer to the client and transferred to the client
on purchase.
8.6 In the event of a product fault or failure the product will
need to be returned as per clause 9.
8.7 In the event of a replacement being required
authorisation and a replacement product will need to be
obtained from the manufacturer.
8.8 In some cases courier costs may be applicable. M Solar
Power will assist as an intermediary in regards to the
manufacturer’s warranty.

9. Returns
9.1 Before any Goods can be returned for credit, written
authorization shall be obtained from the Seller.
Goods must be sent to the Seller by the Purchaser
under cover of a suitable returns note, duly
authorized, together with a copy of the Seller original
invoice or delivery note specifying the full reason for
return and details of any replacement equipment
ordered.
9.2 Any authorization for return given is subject to final
acceptance after thorough inspection and testing of
the returned goods by the Seller. Equipment
considered for return must be unused and in a
resalable condition.
10. The Seller’s assumptions on any design required for the
Goods.
10.1 The Seller has based its design, if any, for the Goods, on
information and/or assumptions set out in the quotation

and which has been furnished to it by the Purchaser. The
Seller shall not be liable in any way, should the
information furnished to it by the Purchaser be false or
misleading or incomplete or inaccurate in any way.
10.2 The purchaser is liable for the system scoping, load
calculations,workmanship and planning, implementation
of a PV system and that it fulfils all legal requirements.
11. Standards, Quality and Performance
11.1 The Goods shall be of the standard, quality and type set
out in the Quotation.
11.2 Any performance figures published by the Seller are
based upon its experience and are such as it expects to
obtain on test in a test environment.
11.3 The Seller has no liability for damages for failure to
attain such figures unless it has specifically guaranteed
the performance figures, subject to the recognized
applicable tolerances.
12. Discrepancies and Exclusions from the Purchase Price
12.1 Should it appear to the Seller that there are manifest
contradictions, discrepancies or conflicts (the “Error”) in
any way relating to or arising out of the Quotation, the
matter shall be referred by the Seller to the Purchaser
for clarification prior to the Seller undertaking any
performance in terms of the Quotation.
12.2 The Parties shall then endeavor to resolve the Error in a
manner acceptable to both Parties. Should the Error not
be resolved the Goods shall not be manufactured or
sold and the Parties shall be restored to the position
they were prior to agreeing the Quotation. Should the
Error be resolved, the Quotation shall be amended and
signed by the Parties to reflect such resolution. Such
amended Quotation shall be given effect to by the
Parties.
12.3 Unless otherwise set out in the quoation the Seller
shall not be liable for:
12.3.1 the Goods not being fit for purpose or achieving
any output or production of energy;
12.3.2 micro cracks on photo voltaic panels caused by
transportation, handling, installation, thermal
tension and seasonal effect or weather;
12.3.3 any damage, not caused by the Seller, to any solar
cells contact points;
12.3.4 any potential induced degradation;
12.3.5 any hotspots on panels;
12.3.6 any corrosion or delamination of panels caused by
moisture ingress not caused by manufacturing;
12.3.7 any failure to properly install and maintain the
Goods.

13. Breach Initial Here

13.1 In the event of the Seller on the one hand or the
Purchaser on the other hand (“the defaulting party”)
committing a breach of any provisions of the Quotation,
then save where the payment of money is concerned,
and where no notice shall be required to be given by
any Party to the other, the Party which is not so in
breach (“the aggrieved Party”) shall be obliged to give
the defaulting party written notice to remedy the
breach. If the defaulting party fails to comply with that
notice within10 (ten) Days of receipt then the aggrieved
party shall be entitled to cancel the Quotation or claim
specific performance, in either event without prejudice
to the aggrieved party’s right to claim damages. The
aforegoing is without prejudice to such other rights as
the aggrieved party may have at law or in terms of the
Quotation.
14. Expedited Dispute Process
14.1 In the event of any claim or dispute (“the Dispute”)
between them the Parties may, within three (3) Days of
the date of delivery of a written request of either Party,
refer the Dispute for resolution as follows: (i) each Party
shall appoint as its representative a senior officer in its
employ and; (II) such senior officers shall meet, negotiate
and attempt in good faith to resolve the dispute quickly,
informally and inexpensively.
14.2 Should the senior officers not resolve the Dispute within
five (5) Days of the Dispute being referred to them, the
matter may be referred to Court at the instance of either
Party.
15. Force Majeure
Should the Seller be delayed in or prevented from
delivering the Goods and/or rendering a service and/or
executing any work set out in the Quotation owing to
force majeure or act of God which is beyond the Seller’s
control, the Seller shall not be liable for any loss or
damage or any delay resulting therefrom.
16. Assignment
The Purchaser shall not cede or assign a Quotation
without the prior written consent of the Seller, which
consent shall not be unreasonably withheld.
17. The Seller’s Duties
17.1 The Seller shall furnish the Purchaser with all necessary
and reasonable information and documentation as in law
it may be obliged to give in regard to any hazards and
risks in the Goods.
17.2 The Seller shall furnish the Purchaser with full details as
to the health and safety measures, as may be required in
law, which the Purchaser should effect in regard to the

handling, storage, usage and disposal of the Goods.
18. Packaging
In the absence of any special written agreement to the
contrary, all packaging shall be deemed to be included in
the Purchase Price and shall be the property of the
Purchaser. The Seller shall not be liable for any damage to
any packaging material during the transportation of the
Goods from the original manufacturer to the delivery of
the Goods to the Purchaser. The Purchaser, unless
otherwise agreed, shall be responsible for packing and
protecting the Goods in such a manner as to ensure
protection against loss or damage in transit due to faulty
packing.
19. Intellectual Property
The Purchaser shall not have any ownership of any
intellectual property rights in the Goods.
20. Invoices and Payment Review
20.1 In regard to cash sales: The full amount shall be paid,
without deduction or set off, immediately prior to
Delivery or collection.
20.2 All payments must be accompanied by a remittance
advice giving sufficient information to enable the Seller
to correctly allocate the monies received against the
invoices outstanding. In the absence of proper
information and when only part payment is received will
be allocated to the oldest amount(s) due.
20.3 Should the Purchaser’s account be in arrears compared
to the agreed payment terms, the Seller reserves the
right to withhold further supplies until the arrears are
paid and that the Seller is satisfied of the Purchaser’s
continued credit worthiness. While supplies are being
withheld, goods may not be supplied as ‘cash sales’ as
the monies received by the Seller will be deemed to be
in part payment of the oldest debt(s).
21. Charges at Point of Dispatch
Unless otherwise provided in the Quotation all charges
at the point of Delivery, such as, but not limited to,
weighing, loading, sheeting, storage and demurrage,
shall be borne by the Purchaser.
22. Export / Import Permits
22.1 In the case of export from South Africa, the Purchaser
shall do all that is necessary and be liable for all costs of
export, including obtaining all documentation and
permits:
22.1.1 to enable the Goods to be exported into the country of
destination and;
22.1.2 to enable payment to be effected in accordance with

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the Quotation.
23. Overriding Effect
The Quotation shall override all terms and conditions
stipulated, incorporated or referred to by the Purchaser in
any document or negotiations and shall be the only
document recording the Parties respective rights and
obligations in-terms thereof.
24. Variation
No amendment or variation of the Quotation shall be of
any force or effect unless recorded in writing and signed
on behalf of the Seller by an authorized signatory.
25. Relaxation not Waiver
No relaxation or indulgence of the Quotation by the Seller
in favour of the Purchaser shall be construed as a waiver
of the Seller’s rights.
26. Governing Law
The rights and obligations of the Parties shall be governed
by the laws of the Republic of South Africa and the Parties
agree to submit to the jurisdiction of the courts of the
Republic of South Africa for determination of all disputes.
The Parties further agree to submit to the jurisdiction of
the Magistrates Court for the District of Johannesburg in
addition to any other South African court, which may have
jurisdiction by operation of law.
27. Domicilium citandi et executandi
27.1 The Parties elect such addresses as appear on the
Quotation as their domicilium citandi et executandi for
all purposes of the Quotation.
28. National Credit Act/Consumer Protection Act
In the event that the National Credit Act 34 of 2005
and/or Consumer Protection Act 68 of 2008 applies to
this agreement or to a specific transaction, any provision
of the agreement or of the particular transaction
concerned or in conflict with these acts shall be deemed
to be deleted and shall not apply.
PERMISSION TO USE PURCHASER’S PERSONAL INFORMATION
By entering into this Quotation:
30) The Purchaser hereby voluntarily authorises the Seller
to process the Purchaser’s and/or its employees’
personal information (including name, credit card &
banking details, physical address, telephone numbers
&any other information provided to the Supplier).

31) The Purchaser indemnifies the Seller against any action
by the employees of the Purchaser insofar as processing
of their personal and special personal information is
concerned.
32) Processing shall include the collection, receipt,
recording, organisation, collation, storage, updating or
modification, retrieval, alteration, consultation, use;
dissemination by means of transmission, distribution or
making available in any other form; or merging, linking,
as well as blocking, degradation, erasure, or destruction
of information. This consent is effective immediately
and will endure until the relationship between the
Purchaser and the Seller has been terminated.
33) By agreeing to the terms of this Agreement the
Purchaser expressly consents to the processing of its
information for marketing purposes and knows and
understands that by agreeing to same that it may
receive marketing materials in the form of SMS’s,
emails, and the like from the Seller.
34) The Seller is the responsible party in respect of such
personal information, as envisaged in Protection of
Personal Information
Act, 4 of 2013 (“the Act”) and the regulations thereto
and its address and contact details appear at the top of
page 1 hereof.
35) The Seller herewith warrants to take appropriate,
reasonable technical and organisation measures to
prevent loss of damage to or unauthorised destruction of
the Purchaser’s personal information and unlawful
access to or production of the Purchaser’s personal
information.
36) In the event that the Seller’s becomes aware of any
unauthorised use of the Purchaser’s personal
information, the Seller will notify the Purchaser thereof.
PROTECTING SPECIAL PERSONAL INFORMATION
37) By agreeing to the terms of this Agreement the
Purchaser expressly consents to the processing of special
personal information as defined in the Act.
RIGHTS IN TERMS OF THIS CONSENT
38) It shall remain the Purchaser’s obligation to update it’s
personal information and special personal information
as defined in the Act.
TRANS-BORDER FLOW OF INFORMATION
39) The Purchaser hereby expressly consents to the
processing of its personal information by way of the
trans-border flow of information. This will occur where
personal information has to be sent to service providers
outside of the Republic of South Africa for storage or
further processing processes on the Purchaser’s behalf.