RBI ASSET MANAGEMENT STANDARD CONDITIONS OF BUSINESS

Transcription

1 RBI Asset Management (Pty) Ltd P O Box 7192 Halfway House 1685 Tel: Fax: (086) geoff@rbi.co.za RBI ASSET MANAGEMENT STANDARD CONDITIONS OF BUSINESS 1. DEFINITIONS These Conditions, which are to be read in conjunction with the price and scope, the following terms, shall have the meanings hereby assigned to them except where the context otherwise requires: Client: RBI: means the person, firm or company addressed in the Letter of Offer commissioning The Services to be provided by RBI in accordance with these conditions. means RBI Asset Management (Pty) Ltd. Letter of Offer, Tender, Proposal: means the letter, tender, quotation or proposal accompanying these Conditions addressed to the Client. The Services: : means the performance of an Assignment, Project in terms of an agreement. 2. SCOPE OF SERVICES / WORK The Scope of Services / Work to be performed by RBI shall be as detailed in the Letter of Offer / Quotation / Tender (The Services). 3. COMPENSATION FOR SERVICES All Compensation for performance of The Services by RBI shall be in the format detailed in the Letter of Offer. Compensation shall be exclusive of any Value Added or equivalent Tax. Director: GA Kaschula Page 1 of 6 Co.Reg. 2005/007439/07

2 All Tax which is payable on the provision of The Services to the Client shall be paid by the Client as part of the invoiced sum. All Taxes applicable to the invoice will be indicated separately on the invoice. All reports and documentation and contract deliverables remain the property of RBI until such time as payment in full has been received by RBI. 4. PAYMENT Unless otherwise agreed, RBI shall invoice the Client monthly for the Services performed during the month and for reimbursable costs and charges incurred during the month in performance of The Services. The Client shall make payment of the full amount of the invoice into RBI s bank account within thirty (30) days after the date of issuing of the invoice. Any amount not paid within that period shall attract interest from the due date until receipt of payment by RBI at a rate equivalent to 4% per annum above the prime lending rate of RBI s bank. Statements will only be issued by prior agreement with the Client. The Client shall make all payments without deduction for retention or any other form of security or bond or surety. 5. VARIATION & CHANGES 5.1 Scope: The Services described in the attached documents are based on facts known at the time of preparation of the Proposal and includes information made available to RBI by the Client for purposes of preparation of a Proposal. Subsequent information may indicate that the Scope of Services must be redefined. In this case, RBI will promptly provide the Client with an amendment to the Scope of Services. This amended scope will be deemed to have been approved by the Client if not objected to within fifteen (15) working days of receipt by the Client. Additionally, the Client may by written instruction make changes to the Scope of Services. In any of the above circumstances, RBI s compensation shall be adjusted accordingly and thereafter RBI shall commence performance of the additional services. 5.2 Schedule: The Client shall upon the request of RBI, grant an extension to any planned schedule for performance of The Services and if appropriate, an adjustment to RBI s compensation. This will apply where RBI has been delayed or impeded in the performance of The Services by: a Variation Order, any delay caused by the Client, any delays caused by another party appointed by the Client, an event of Force Majeure, this being any event beyond the control of RBI, a suspension of activities for any reason, any change of law, any labour unrest, or any other reason mutually agreed by the parties. Director: GA Kaschula Page 2 of 6 Co.Reg. 2005/007439/07

3 6. WARRANTY AND LIABILITY 6.1 RBI Warranty: The Services shall be performed by RBI with reasonable skill, care and diligence in accordance with accepted professional engineering consulting and management standards and practices existing at the date of performance of The Services. The Services shall comply with the detail of the Proposal. No Surety Bond will be provided by RBI unless the Client has advised, prior to the commencement of the work, that such a warranty type will be required. Sufficient time shall be allowed, by the Client, for negotiating any Surety Bond. All cost relating to such a Surety Bond will be for the account of the Client. All warranties other than the above, whether express or implied, including without limitation warranties of merchantability or fitness for purpose, are expressly excluded. 6.2 RBI s Liability: Any breach of the RBI Warranty shall be limited to re-performance of any portion of The Services to correct the breach where such breach was reported to RBI in writing within one year of the date of performance of the relevant portion of The Services. RBI s maximum liability arising out of or related to The Services shall be limited to the lesser of RBI s Compensation for that portion of The Services or the limits of insurance coverage held. RBI shall not be responsible for the construction means, methods, techniques, sequences, procedures, safety precautions, and programs incident thereto, nor for the acts or omissions of the Client or of the contractor or any of the contractor s agents, employees or sub-contractors; nor for the acts or omissions of material or equipment manufacturers or suppliers; nor for the acts or omissions of any other engineer or consultant. 7. INDEMNITY 7.1 RBI RBI shall defend, indemnify and hold harmless the Client from and against all claims, demands, or causes of action for damage to or loss of any equipment or property of RBI, its vendors, sub-contractors or subconsultants. This indemnity shall additionally apply to injury to or death of any employees of RBI arising out of the performance of The Services, regardless of whether such loss or damage shall result in whole or in part from the Client. 7.2 The Client The Client shall defend, indemnify and hold harmless RBI from and against all claims, demands, or causes of action for damage to or loss of any equipment or property of the Client, the Client s customer(s), or their respective contractors, consultants or vendors (other than RBI). This indemnity shall apply to any injury to or death of any employees of Director: GA Kaschula Page 3 of 6 Co.Reg. 2005/007439/07

4 the Client arising out of the performance of The Services, regardless of whether such loss or damage resulted in whole or in part from the Client. Notwithstanding any other provision herein, under no circumstances shall RBI be liable to the Client for any indirect or consequential losses or loss of profit, loss of revenue, loss of use of any facilities, or loss of product or production and the Client shall defend, indemnify and hold harmless RBI in respect thereof. 8. INSURANCES RBI shall at its own cost and expense maintain all Statutory Requirements, motor vehicle and general liability insurance coverage in amounts in accordance with legal requirements and RBI s own business requirements. 9. CLIENT SUPPLIED INFORMATION The Client shall make available to RBI all data and information relating to the assignment scope, schedule, cost and quality requirements including any other information reasonably necessary to allow RBI to perform The Services. RBI shall be entitled to rely upon all such information made available by the Client within the agreed time. 10. INTELLECTUAL PROPERTY RIGHTS Copyright of all drawings, reports and other documents provided by RBI in connection with The Services shall remain vested in RBI. The Client is authorised to copy and use such drawings, reports and other documents and to reproduce the designs contained in them for any purpose related to the project in relation to which The Services are performed, provided such services have been compensated. RBI shall not be liable for any use by the Client of any of the drawings or documents for any purpose other than that for which the same were prepared and provided by RBI. RBI retains the right to use any of the knowledge gained during an assignment for use on or reference to in any other assignment. 11. TERMINATION/ SUSPENSION The Client may terminate the performance of The Services if RBI is in substantial breach of its obligations herein and RBI has not commenced to remedy that breach within thirty (30) days after receipt of a written notice to that effect from the Client. RBI may suspend or terminate performance of the Services if any compensation payable to RBI has been outstanding for more than sixty (60) days from the date of RBI s relevant invoice. In the event of termination of the performance of The Services, the Client shall make payment to RBI for: all invoice and interest amounts outstanding at the date of termination, that part of The Services completed up to the time of termination, and all expenses of termination by RBI in connection with the performance of The Services. Director: GA Kaschula Page 4 of 6 Co.Reg. 2005/007439/07

5 12. GOVERNING LAW The performance of The Services shall be governed by and construed in accordance with the laws of South Africa. 13. NOTICES Unless otherwise agreed, Notices shall be served on the registered office of the relevant party. Notices may be served personally, by pre-paid mail or by facsimile. Notices shall be deemed served immediately if served personally or by facsimile or seven days from the date of the notice if served by pre-paid mail. Notice of termination may not be served by facsimile. 14. NON POACHING During the performance of the assignment and for a period of six months after completion or termination of the assignment, neither Employer (the client) or its affiliates shall recruit or engage directly or indirectly whether as an employee or as an independent contractor or through any third party or otherwise, any personnel who have served or are serving on assignments under this Agreement. 15. DISPUTES, COMPLAINTS AND APPEALS 15.1 Disputes Any dispute or difference arising out of this Agreement shall be referred to the arbitration of a person to be agreed upon between the Client and RBI or, failing agreement, nominated by the President of the South African Institute of Mechanical Engineers Complaints and Appeals Any complaints or appeals arising from inspection services shall be dealt with in terms of RBI s standard complaints and appeals procedure. 16. SPECIAL TERMS Any special terms shall be set out in the attached Proposal. In the event of conflict, such special terms shall take precedence over these Standard Conditions of Business. 17. CONFIDENTIALITY 17.1 Client Information RBI is committed to maintaining the Confidentiality of all information and propriety knowledge developed by the Client. The Client agrees that all information supplied for an assignment may be reproduced and used in any form as required for the completion of the assignment RBI Information Director: GA Kaschula Page 5 of 6 Co.Reg. 2005/007439/07

6 When requesting RBI to submit a Proposal the Client implies the existence of intent to enter into an agreement for The Services and commits to maintaining the confidentiality of the RBI Proposal. The contents, format, structure, methodology and pricing outlined in the RBI Proposal are Confidential and shall not be used for any purpose other than that intended by the Proposal. The Proposal shall not be disclosed, or reproduced in any manner to any party not directly participating in the evaluation of the Proposal. The Proposal shall not be left unattended or unsecured at any time. In the event of the RBI Proposal not being accepted, the Client (addressee) shall ensure that the RBI Proposal is destroyed together with all copies thereof. The Client agrees to maintain the Confidentiality of all invoices, statements and other financial information as may be made available in terms of the Proposal or as submitted in terms of an Assignment. 18. ENTIRE AGREEMENT These terms and the Schedules attached constitute the entire agreement between the parties and no changes, modifications or amendments to these terms shall be valid unless agreed to by the parties in writing and signed by their authorised representatives. Should there be any conflict between these terms and any other documentation or correspondence, then these Terms shall have precedence. Client standard conditions of purchase shall not negate the RBI standard conditions. 19. VALIDITY OF OFFER Unless otherwise stated, the Proposal shall be valid for a period of 30 days from the date of the Letter of Offer. A written purchase order or acceptance is required prior to commencement of the assignment. Director: GA Kaschula Page 6 of 6 Co.Reg. 2005/007439/07