TERMS & CONDITIONS

Ledworx Solutions (PTY) LTD – (“Ledworx”)

Standard Terms and Conditions Sale of Goods

Agreement: Customer agrees that Customers’ submission of a Purchase Order to Ledworx or Customers’ acceptance of any invoice or Goods provided by Ledworx shall constitute Customer’s irrevocable acceptance of these Standard Terms of Sale and the customer orders and purchases the goods as described on the purchase order supplied by the customer, and at the price indicated, on the official Ledworx Quotation/Invoice. The customer acknowledges that this document constitute the agreement between Ledworx and the customer for the specific invoice and all future invoices or open ended orders between customer and Ledworx. Ledworx will proceed to order and supply the goods, and the customer will pay for such goods as per the Quotation/Invoice issued, subject to the following terms and conditions:
Acceptance: All Purchase Orders (defined below) or other proposed agreements for the purchase of goods (“Goods”) from Ledworx are subject to acceptance, in writing, by Ledworx and are not binding on Ledworx unless so accepted. These Standard Terms and Conditions for the sale of Goods (“Standard Terms of Sale”) are applicable to all Purchase Orders, Quotations, Schedules or ancillary agreements concerning the sale of Goods, of any nature (collectively, the “Purchase Order”), and are the only terms and conditions that apply to the sale of Ledworxs’ Goods, except those specifically set forth in any Purchase Order and accepted in writing by Ledworx. Any term or condition or standard of performance different from or in addition to these Standard Terms of Sale, whether set forth on the Purchase Order or otherwise proposed by Customer, must be agreed to, in writing, by Ledworx in advance, and in the event of any conflict or inconsistency, between these Standard Terms of Sale and any Purchase Order or other document proposed by Customer, these Standard Terms and Conditions will control. Customer agrees that Customer’s submission of a Purchase Order to Ledworx or Customers’ acceptance of any Goods provided by Ledworx shall constitute Customer’s irrevocable acceptance of these Standard Terms of Sale.
Prices: Prices for the Goods sold within the borders of South Africa, set forth in the Quotation/Invoice/Purchase Order, excludes Value Added Tax but includes excise and similar taxes. Transportation or shipping charges, special packaging or other services and installation costs are also excluded from the price of the goods sold in South Africa, and will be charged separately on the Ledworx Invoice. If orders are received outside the validation period on the quotation, such orders will be billed at the prices in effect at the time of the shipment. Prices are all quoted in denominations of South African Rand (ZAR). Unless otherwise stated in writing, prices as quoted by Ledworx are valid for thirty (30) days (“validation period”) from the date of the Purchase Order. Ledworx reserves the right to correct any error in prices.
Terms of Payment: Unless otherwise specified in writing, all invoices are payable in full prior to delivery. Payment shall be made by Electronic Funds Transfer only, all in denominations of South African currency, and no luminaires will delivered prior to such funds having been cleared in the Ledworx Bank account. Payment by cash in advance of shipment will be required for any Customer without an active credit account. Ledworx retains the right to require a 30% deposit on all orders of specialized lighting as determined by Ledworx in its sole discretion, and also on all orders exceeding R500 000-00 in total. Payment terms for all international orders are cash in advance of shipment.
Customer Inspection: Upon Customer’s receipt of shipment, Customer shall immediately inspect the Goods. Unless Customer provides Ledworx with written notice of any claim for shortages of or patent defects in the Goods within five (5) days after receipt of shipment, such Goods shall be deemed finally inspected, checked and accepted by Customer.
Delivery/Risk of Loss/Transportation/Insurance/Packaging/Freight Allowance:

On all sales nationally, Ledworx shall use reasonable commercial efforts to make delivery of Goods or perform services within the time requested on Customer’s Purchase Order. All deliveries will however be made in terms of the Ledworx delivery schedule and should be delivered within a maximum of 45 business days. In absence of written shipping and packing instructions from Customer, Ledworx shall use its own discretion in choice of carrier and method of packing. Unless otherwise agreed to by the parties, all international shipments are F.O.B. the original shipping point and risk of loss shall pass to Customer at such time as possession of such Goods is given to a transportation carrier. Unless otherwise agreed to in writing by the parities, Ledworx has no obligation to obtain insurance for Customer covering Goods in transit. ANY AND ALL CLAIMS FOR LOSS OR DAMAGE TO GOODS IN TRANSIT MUST BE MADE TO THE DELIVERING CARRIER AND NOTED ON THE DELIVERY RECEIPT.
Prices stated are based on Ledworxs’ standard packaging. Packaging will be standard commercial packaging and acceptable to the commercial carrier. Special customer packaging will be furnished only when specified and so stated in writing and Ledworx will charge Customer and Customer will be responsible for the charges for the special packaging.
For all international orders, Customer will be responsible for all charges incurred including shipping charges. Shipping orders that are expedited by air or expedited freight shall also be entirely at the Customer’s expense.

Cancellation and Returns: Orders cannot be terminated, cancelled or modified, or shipment deferred after acceptance of Customer’s order by Ledworx, except with Ledworxs’ written consent and subject to the conditions described in this Section. Ledworxs’ written consent will only be given upon payment of reasonable charges for any expenses incurred by Ledworx in processing the order, including without limitation, current restocking charges.
Force Majeure: Ledworx will not be liable or otherwise responsible for any damage, loss, fault, or expenses arising out of delays in manufacturing, shipment or other non-performance of any Purchaser Order caused or imposed by: strikes, fires, disasters, riots, acts of nature; intervention of government, war or threat of war, acts of terrorism, conditions similar to war, sanctions, blockades, embargoes; acts of Customer; shortages of labor, fuel, power, materials, supplies, transportation, or manufacturing facilities; governmental action, subcontractor delay or any other cause, condition or circumstance beyond Ledworx’s reasonable control (collectively, “Force Majeure”). If there is a delay or nonperformance due to Force Majeure, then Ledworx may, at its option, and without liability, revoke all or any portion of its acceptance of Customer’s Purchase Order and/or extend any date upon which any performance thereunder is due.
Standard Ledworx warrantee: THE WARRANTIES SET FORTH BELOW ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. NO AFFIRMATION OF LEDWORX, BY WORDS OR ACTION, OTHER THAN AS SET FORTH IN THIS SECTION, NOR ANY ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, MADE BY LEDWORX TO CONSUMER PURCHASERS OF THE GOODS SHALL CONSTITUTE A WARRANTY HEREUNDER.

GUARENTEE

The carry in guarantee set forth below is given by Ledworx with respect to Ledworx branded LED luminaires, sold by Ledworx (herein referred to as “Product”) to its direct Customers (herein referred to as: “Customer”) Ledworx reserves the right to change the guarantee terms without prior notice. The terms and conditions of guarantee applicable by Ledworx shall be those in force at the delivery date of the products to the customer.

COVARAGE

Ledworx guarantees the luminous performances of its products for three years from date of sale (“guaranty period”). This means that the product will illuminate and stay luminous for the full guarantee period. This guaranty coverage is only granted for Products used in accordance with the technical specifications and instructions of installation, particularly, that the rated ambient temperature (Ta) has, during the product’s operation, not been exceeded.

REMEDY

The parties expressly agree that Customer’s sole and exclusive remedy against Ledworx shall be for the repair or replacement of defective Goods as provided herein. In case of non-preforming or defective product determined as such by Ledworx, Ledworx shall repair or replace, at its sole option and free of charge, the defective product or part thereof (e.g. power supply, optical unit). Such replacement or repair is the exclusive remedy against Ledworx should any of the products prove to fail during the prescribed guaranty period. For purposes of clarity, ‘replace the defective part thereof’ means that Ledworx shall put at the disposal of the customer the replacement part and/or unit. Ledworx may also, at its absolute discretion, give a credit to the customer corresponding to the price paid for the defective Product if the Product has been discontinued or is not available or replace the product with a same or an equivalent product. Additional costs (e.g. dismounting), freight for defect parts or products, reinstallation, transportation time, tools for lifting and scaffolding) or other costs coming from a breakdown of installation and/or costs in relation with consequential, special, incidental or pure financial damages such as loss of revenue/profits, damage to property, stoppage of work, idle assets, loss of production, costs incurred by road blockings, road signs, traffic deviations etc. are not subject to this guarantee and Ledworx cannot be held liable for not compensating any person against such a loss or damage which may arise to persons or properties.

LIMITATIONS AND EXCLUSIONS

The customer must demonstrate that any default, defect or damage to the product or part thereof does not result or is not directly or indirectly caused by any error, default, neglect, abuse, misuse or abnormal use by the customer notably the non-compliance of the following conditions:

The Product has been properly transported by the Customer using the original packaging;
The Product has been stored, installed, used and maintained in accordance to Ledworx specifications, guidelines, and instructions and where applicable IEC or SABS test standards, and used for a purpose which was stipulated by Ledworx;
The Product has been wired and installed and operated within the electrical values, operating range and environmental conditions provided in Ledworx specifications, application guidelines, lEC or SABS test standards or any other document accompanying the Products;
The Product has not been subjected to mechanical loads which do not comply with its intended use;
Ledworx cannot be held liable for electrical supply conditions, including spikes, overvoltage/under-voltage and ripple current control systems that are beyond the specified limits of the Product and those defined by relevant supply or contrary to industry standards relating to acceptable input power, therefor drivers/power supplies can only be warranted with the use of AVR (Automatic Voltage Regulators);
The Product has not been exposed to ambient temperatures in excess of the maximum value required by Ledworx as labeled on the product.
The product and/or any part thereof has not been repaired, replaced, adjusted or altered, by the customer or any person, without Ledworx’s prior and written authorization;
The not accessible/sealed parts, e.g. optical compartments, of the product have not been opened by the customer without Ledworx’s prior and written authorization;
The product has not been improperly manipulated and/or put into contact with chemical products;
Should the Product be installed in a corrosive environment notably seaside or chemical site and the set IP rating of the product is not high enough, the customer must inform Ledworx which shall prescribe necessary precautions like additional, specific treatment and painting the customer should comply with, including the regular respect of the prescribed maintenance actions during the course of operation
LED Floodlights mounted horizontally will not be covered under guarantee. Normal vertical installation with max 120 degree angle is covered under guarantee
The Main Electrical Board that provides power to the circuit breakers for the loads that include the installed LED lighting products must meet the following requirements:
Electrical Certificate of Compliance (COC):

The Main Electrical Board must have an Electrical Certificate of Compliance (COC) issued by a qualified electrician, and must not be older than 2 (two) years.

Power Quality:

In the event of a Guarantee Claim, a Power Quality Report must be provided to prove that the power being delivered to the light circuits adhere to both SANS 10142-1:2003 and SANS 61000-3-2:2009 standards, which set specifications and limitations on the quality of power supply systems.

The Power Quality Report must show the individual reports (listed below), for a minimum logging duration of 7 (seven) days, using a Data Logger with a resolution of better or equal to 1.0 second.

The Power Quality Report must include the full 7 Days, as well as a report for each individual day, on the light circuit in question, for each of the following criteria:

Voltage
Amps
kVA
THD (Voltage)
2nd Harmonic (Voltage)
3rd Harmonic (Voltage)
5th Harmonic (Voltage)
7th Harmonic (Voltage)
THD (Amps)
2nd Harmonic (Amps)
3rd Harmonic (Amps)
5th Harmonic (Amps)
7th Harmonic (Amps)
Circuit Breaker and Conductor Cabling:

A photo of the light circuit breaker must be provided to verify the rating of the circuit breaker on the lighting circuit. Additionally, a photo of the wiring from the circuit breaker for the light circuit must be provided, along with a letter of confirmation from a qualified electrician on the size and distance of the conductor cabling (wiring) from the circuit breaker to the actual LED lights installed. This is necessary to ascertain if there is any amount of voltage drop from the Electrical Board to the LED lights, as well as identifying the possible effects of Harmonic Distortion being introduced on the lighting circuit because of high cable resistance.

LEDWORX’S GUARANTEE CONDITIONS DO NOT APPLY TO:

damage or failure to perform arising as a result of force majeure or from any violation of any applicable standard or regulations, including without limitation those contained in the latest safety, industry and/or electrical standards and regulations applicable to the customer;
failure in performance, structural defect or functional deficient when Ledworx has complied in full with the customer’s written briefs, drawings or specifications with subsequently are found to be inadequate, incomplete or defective;
any acts of nature such as lightning damage or corrosion should the corrosion be the result of external causes or factors (e.g. chemical products);
abrupt failure of less than five percent (5%) of total amount of LED (rounded up to the nearest unit) in a single Product;
any surges or spikes in electricity supply.
additional control gear;
parts, elements and/or accessories added to the product after its delivery;
normal wear and tear of the Product.

GAURANTEE CLAIMS:

No Claim will be considered without the copy of the invoice and delivery note. The non-conforming or defective Products or parts shall become Ledworx’s property as soon as they have been replaced. Ledworx may charge the customer for returned products or parts that are found not to be defective or non-conforming together with the freight, testing and handling costs associated therewith. The product must be shipped to Ledworx at your cost. The units are tested and report given. If failed because of product issue included under this guaranty, then we replace. If product failed because of surge/lighting or any reason which is excluded under this guaranty, we replace at your cost if required.LEDWORX WILL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES TO ANY PERSON, WHETHER BASED UPON BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, TORT, BREACH OF CONTRACT OR ANY OTHER THEORY, REGARDLESS OF WHETHER THE REPLACEMENT OR REFUND REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE OR FOR ANY OTHER REASON WHATSOEVER. “CONSEQUENTIAL DAMAGES” FOR PURPOSES HEREOF SHALL INCLUDE, WITHOUT LIMITATION, LOSS OF USE, INCOME OR PROFIT, OR LOSSES SUSTAINED AS THE RESULT OF INJURY (INCLUDING DEATH) TO ANY PERSON OR LOSS OR DAMAGE TO PROPERTY (INCLUDING, WITHOUT LIMITATION, PROPERTY HANDLED OR PROCESSED BY THE USE OF THE GOODS).

Limited Warranty:

The liability of Ledworx for all claims with respect to the guarantee conditions shall never exceed the sum of payments for the products paid by the customer, which are the subject of the dispute.

Except as otherwise set forth above, any claim by Customer with reference to the Goods sold pursuant to the Purchase Order shall be deemed waived by the Customer unless submitted in writing to Ledworx within the earlier of (i) five (5) days following the date Customer discovered, or by reasonable inspection should have discovered, any claimed breach of the warranty. Any cause of action for breach of the foregoing warranty shall be brought within one (1) months from the date the alleged breach was discovered or should have been discovered, whichever occurs first.

Safety Information: Ledworx has supplied or made available to Customer certain information relating to safety conditions and procedures concerning the Goods that are the subject of the Purchase Order, and Customer acknowledges receipt thereof and further acknowledges that it has reviewed and understands same.
Trademarks: The purchase of Goods from Ledworx does not entitle Customer to use, register, or otherwise identify Customer or its business with the name, trademark, service mark or other identity of Ledworx without express written permission from Ledworx. All such marks and goodwill associated with such marks remain the sole and exclusive property of Ledworx.
Taxes: Unless otherwise specifically provided on the face of any order, invoice or quotation for Goods, the price for the Goods sold outside the borders of South Africa, is net and does not include, excise or similar taxes, whether tariffs, duties, special assessments. The amount of any such taxes, tariffs, duties and special assessments applicable to the Goods shall be paid by Customer in the same manner and with the same effect as if originally included in the purchase price.

Additional Charges: If substitute or additional Goods, or repair parts, are purchased by Customer from Ledworx, the provisions of these Standard Terms of Sale shall be applicable to such purchase, the same as if such substitute or additional Goods or repair parts had been originally purchased hereunder.
Entire Agreement: These Standard Terms of Sale, together with the terms and conditions contained on the face side of Ledworx’s invoice or quotation, constitute the entire agreement between Ledworx and Customer with respect to the matters contained therein, and supersedes all prior oral or written representations, proposals, correspondence, discussions, negotiations and agreements. No course of prior dealings, acceptance or acquiescence in a course of performance and no usage of the trade shall be relevant to supplement, explain or modify any terms contained herein. All representations, promises, warranties or statements by an agent or employee of Ledworx that differ in any way from the terms and conditions hereof shall be given no effect or force. No waiver or alteration of terms herein shall be binding unless in writing signed by an executive officer of Ledworx.
Priority: In the event of any inconsistency among the provisions in these Standard Terms of Sale or the Purchase Order, precedence shall be given first to these Standard Terms of Sale, and second, to the special terms and conditions contained on the face of the Purchase Order and accepted, in writing, by Ledworx.
Governing Law: The sale of Goods pursuant to the Purchase Order shall be subject to and construed in accordance with the laws of South Africa, The parties irrevocably consent and submit to the jurisdiction the High Court of South Africa and agree not to challenge or assert any defense to the jurisdiction of said courts. The parties hereby exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.
Severability: If any provision of these Standard Terms of Sale is deemed invalid or unenforceable by any court of competent jurisdiction or under any statute, regulation, ordinance, executive agreement or other rule of law, such provision shall be deleted or modified, at the election of Customer and Ledworx, but only to the extent necessary to comply with such ruling, statute, regulation, ordinance, agreement or rule, and the remaining provisions of these Standard Terms of Sale and the Purchase Order shall remain in full force and effect.

Non-Waiver: No change, modification or waiver of any provision of these Standard Terms of Sale shall be valid or binding unless it is accepted by Ledworx. A waiver by either party of any breach or failure to enforce any term or condition of these Standard Terms of Sale shall not in any way affect, limit or waive such party’s right at any time to enforce strict compliance with that or any other term or condition of these Standard Terms of Sale.
Binding / Non-Assignment: This contract shall be binding upon and shall inure to the benefit of the successors, and permitted assigns of Customer and Ledworx, provided, however, that Customer may not assign any portion of its rights or delegate any portion of its obligations hereunder or under any Purchase Order without in each instance obtaining Ledworx’s prior written consent. Any attempted assignment by Customer or assignment by Customer of this contract without Ledworx’s prior written consent is void.
Ledworx’s Performance Excused Upon Customer’s Breach: In addition to the rights and remedies conferred upon Ledworx by law or in equity, Ledworx shall not be required to proceed with the fulfillment of any Purchase Order or the performance of any contract if Customer is in default in the performance of any order or contract with Ledworx, and in cases of doubt as to Customer’s financial responsibility, shipments under this order may be suspended or sent sight draft with bill of lading attached by Ledworx. Additionally, in the case of subsequent orders or, in the case of open Purchase Orders, Ledworx is not required to proceed with the fulfillment of any subsequent order or perform such open Purchase Order if Customer is in breach with regard to any prior fulfilled orders, including, without limitation, non-payment.