General Conditions of Purchase and Sale

REVISION 1: 27 October 2025
Please read in conjunction with the relevant Quotation.

1. Definitions & Interpretations

• Account Grantor: The Seller.
• Account Applicant: The Purchaser.
• Days: Any day other than a Saturday, Sunday, or public holiday in South Africa.
• Delivery: Delivery in accordance with clause 5.
• Goods: Items purchased in terms of the Quotation, including services where applicable.
• Invoice Address: Address given by the Purchaser for invoice delivery.
• Quotation: Includes the signed Quotation document, these general conditions, specifications, and any attached schedules, drawings, or photos. In case of conflict, the signed Quotation prevails.
• Purchase Price: Net purchase price plus VAT, excluding settlement discounts and withholding taxes.
• Purchaser: Party receiving or paying for the Goods.
• Seller: M Solar Power Services (Pty) Ltd.
• Site: Location where Goods are delivered, installed, or used.
• Works: Seller’s business premises.
• Gender and number references include all genders and plural/singular forms.
• Clause headings are for convenience only. 

2. Purchase and Sale

The Purchaser agrees to buy Goods from the Seller according to the Quotation, and the Seller agrees to sell under the same terms.

3. Offer and Acceptance

• Quotations are valid for 72 hours. Payment or agreed advance must be made to secure the price.
• Quotations may be withdrawn by the Seller.
• Price confirmation is required for quotations older than 72 hours.
• Only an authorised Seller representative can issue a valid Quotation.
• Non-payment may result in cancellation and Goods will no longer be available at the agreed price. 

4. Purchase Price & Payment

• Purchase Price reflects the Quotation. Changes to specifications may adjust the price.
• Prices are ex Works unless stated. VAT excluded.
• Purchaser bears exchange rate risks for imported Goods.
• Forward exchange contracts (FEC) may apply to fix Rand values; effects are for the Purchaser’s account.
• Cash sales must be paid in full before Delivery. 

5. Delivery

• Purchaser is responsible for transporting Goods unless otherwise agreed.
• Partial deliveries are allowed.
• Signed delivery notes serve as proof of receipt and quantity.
• Delivery dates are estimates and may change due to availability.
• Goods not collected within 21 days of notice may be cancelled, with a 10% handling fee applied.
• Goods will not be released until payments are cleared. 

6. Ownership & Risk

• Ownership passes on Delivery or payment, whichever is later.
• Risk of loss or damage passes to the Purchaser on Delivery/Collection. 

7. Warranties & Fox ESS Products

• Seller warrants Goods are free from liens and claims.
• Seller is not liable for damage caused by misuse, neglect, or abnormal conditions.
• Manufacturer warranties will be transferred to Purchaser where possible.
• Fox ESS Specific:
  • MSPD Africa is an authorised distributor, not the manufacturer.
  • Warranties are provided by Fox ESS under its global policy.
  • MSPD Africa assists with communication and warranty claims but provides no additional warranties.
• Replacement products require manufacturer authorization. Courier costs may apply. 

8. Returns

• Written authorization is required for returns.
• Goods must be unused and in resalable condition.
• Returns are subject to inspection and approval by the Seller. 

9. Design & System Responsibility

• Seller is not liable for inaccurate information from the Purchaser.
• Purchaser is responsible for system scoping, load calculations, planning, workmanship, and compliance. 

10. Standards & Performance

• Goods meet the standards and specifications in the Quotation.
• Performance figures are indicative and based on tests; Seller is not liable unless specifically guaranteed. 

11. Exclusions

• Seller is not liable for:
  • Goods not fit for a specific purpose unless guaranteed.
  • Panel micro-cracks, hotspots, PIDs, corrosion, or damage from improper installation or maintenance. 

12. Breach & Dispute Resolution

• Written notice is required to remedy breaches, except for payment issues.
• Disputes can be referred to senior officers for quick resolution; unresolved disputes may proceed to court. 

13. Force Majeure

• Seller is not liable for delays or failures due to events beyond its control. 

14. Assignment

• Purchaser cannot transfer the Quotation without Seller’s written consent. 

15. Seller Duties

• Seller will provide necessary safety and health information. 

16. Packaging

• Packaging is included in the Purchase Price and becomes Purchaser property.
• Purchaser is responsible for protecting Goods during transit. 

17. Intellectual Property

• Purchaser does not acquire intellectual property rights in the Goods. 

18. Invoices & Payment

• Payments must include remittance advice.
• Seller may withhold further supplies if Purchaser is in arrears. 

19. Charges at Dispatch

• All charges (weighing, loading, storage, demurrage) are for the Purchaser unless otherwise stated. 

20. Export / Import

• Purchaser is responsible for all export documentation, permits, and costs. 

21. Governing Law & Compliance

• Terms are governed by South African law.
• Disputes fall under the exclusive jurisdiction of South African courts.
• Compliance with applicable legislation, including:
  • Consumer Protection Act (CPA) 68 of 2008
  • Protection of Personal Information Act (POPIA) 4 of 2013
  • Electronic Communications and Transactions Act (ECT) 25 of 2002 

22. Personal Information & POPIA

• Purchaser consents to processing of personal and special personal information.
• Processing includes collection, storage, use, and trans-border transfer.
• Seller safeguards personal information and will notify of unauthorized use.
• Consent endures until the Purchaser-Seller relationship terminates.
• Purchaser may receive marketing communications. 

23. Limitation of Liability

• MSPD Africa is not liable for indirect, incidental, special, or consequential damages.
• Total liability is limited to the purchase price of the Goods giving rise to the claim.