1. **STANDARD TERMS & CONDITIONS (T&Cs) of Sale**

All sales by “The Highlevel Group” to any party (hereinafter referred to as “the Customer”) shall be subject to the terms and conditions set out hereunder, notwithstanding that such sale arises from:

1.1.1 an “Offer to Purchase” by the Customer which is accepted by “The Highlevel Group” and/or 

1.1.2 a “Quotation” furnished by “The Highlevel Group” which is then accepted by “the Customer” and/or 

1.1.3 the placing of “Orders” by the Customer with “The Highlevel Group” which are subsequently invoiced to the Customer and/or 

1.1.4 normal “Cash Sales” across the counter. Only at that point will an Agreement of Sale between “the Customer” and “The Highlevel Group” or the Third-Party Seller come into effect.

“The Highlevel Group” states: “This is regardless of any communication from “The Highlevel Group” stating that your payment has been confirmed, or that a “Sale’s Order” would only be deemed completed once “the Customer”: 

1. A) Completed the purchase cycle, and
2. B) An approved Payment/Order confirmation was received, and
3. C) Delivery had taken place.

1.2 No variation or cancellation of these “Conditions of Sale” or any terms thereof will be of any force or effect unless signed by a Senior Manager of “The Highlevel Group.” No Salesperson, Representative, or Agent has any authority to make any representations other than those contained herein on behalf of “The Highlevel Group.” 

1.3 Notwithstanding any “Conditions or Terms” to the contrary that may be contained in “the Customer’s” subsequent order, the “Standard Conditions” of Sale as set out hereunder shall prevail and be deemed to be the “Conditions or Terms” applicable to all sales of goods.

2. **PAYMENT**

2.1 Where delivery is made in part only, the “Purchase Price” pertaining to such part of the goods delivered shall also be payable against delivery thereof. 

2.2 Where delivery is to be affected by any “Public Carrier,” the Public Carrier shall be deemed to be the agent of “the Customer” and the purchase price shall become due and payable upon delivery to such public carrier unless otherwise agreed to in writing. 

2.3 Where The Highlevel Group has entered into an agreement with “the Customer” for payment to be effected at a date after delivery, such payment shall become due and payable according to the “Credit Terms” approved in the “Application for Credit.” 

In all other cases, payments are strictly cash on delivery. 

2.4 Any discounts to which the “Customer” may be entitled shall be strictly in accordance with those specified in the Application for Credit as reflected under discount. Any amount not paid strictly on the due date shall lead to forfeiture of the discount allowance specified above. 

2.5 Interest will be charged on overdue accounts at 11.25% above the prime banker’s rate. 

2.6 Any work or components, in addition to that reflected on the order, and that was not foreseen or provided for in the quotation but which is necessary to complete the installation in a proper manner, will be payable by “the Customer” at the company’s prevailing rates.

3. **INCREASE IN PRICES**

It is recorded that the “Purchase Price” quoted to “the Customer” is based on “The Highlevel Group’s” costs and expenses at the time of the quotation or the furnishing of such prices. Should any increases occur in the costs and expenses of manufacturing and/or importing the goods, whether by reason of any increase in rail, road, freights, shipping tariffs, value-added tax, import excise duties, the difference in the rate of exchange from the date of quotation to the date of delivery, or any other increase, then the purchase price of the goods to “the Customer” may, at the discretion of “The Highlevel Group,” be increased by a proportionate amount to cover such costs and expenses. 

Quoted prices are open for acceptance within Fourteen Days (14 Days) of the date of the quotation, failing which they shall automatically lapse unless otherwise stated. 

“The Highlevel Group” cannot be held responsible for online prices that could be an “Electronic Communications and Transactions” error (ECT) Act superseded the CPA on specific points relating to e-commerce purchases, and the sale will automatically be redeemed. (Refer: Electronic Communications and Transactions ACT 25 OF 2002)

4. **PASSING OF RISK**

All risk in and to the goods shall pass to “the Customer” upon collection thereof by “the Customer” at the premises of “The Highlevel Group” or upon the departure of the goods from the premises of “The Highlevel Group”/” Supplier” en route to “the Customer,” irrespective of whether such goods are collected by a public carrier or delivered by “The Highlevel Group”/” Courier Services” itself.

5. **RESERVATION OF OWNERSHIP**

Notwithstanding anything to the contrary herein contained and notwithstanding delivery of any goods to “the Customer,” “The Highlevel Group” shall retain ownership thereof until it has received payment in full of the purchase price and all other charges and expenses in connection therewith from “the Customer.”

6. **THE COMPANY’S OBLIGATIONS MAY BE SUSPENDED**

If “the Customer” should fail to pay “The Highlevel Group” on due dates any amount or part payment due to “The Highlevel Group” or breach any other terms or conditions of sale, then “The Highlevel Group” shall have the following rights: 

6.1 “The Highlevel Group” may require that all amounts then owed by “the Customer” to “The Highlevel Group,” from any cause whatsoever and whether or not immediately due, shall become immediately due and payable by “the Customer.” 

6.2 “The Highlevel Group” may retain any part of any shipment of any goods in its possession due to “the Purchaser” which has not been dispatched. 

6.3 “The Highlevel Group” may terminate all and any credit facilities afforded to “the Customer” by “The Highlevel Group” in respect of that particular purchase or any other purchase. 

6.4 “The Highlevel Group” may retain any payment made by “the Customer” in connection with any other matter and appropriate such payment to the outstanding balance due regarding the instant matter.

7. **CANCELLATION**

7.1 “The Highlevel Group” may, in its entirety and absolute discretion, cancel the contract or any portion thereof that has not been completed should: 

7.11 “The Customer” commits any of the acts of insolvency as set out in the Insolvency Act Number 24 of 1936 as amended; 

7.12 “The Customer” fails to pay any amount due in terms of the contract on the due date.

7.2 Such cancellation shall be without prejudice to “The Highlevel Group’s” right at common law to claim, in addition, any damages which it may have suffered as a result of such breach or of the cancellation by “The Highlevel Group.” 

8. **NO RELAXATION, ETC.**

8.1 No action by “The Highlevel Group” in permitting late payment, or in accepting late payment at any stage, shall stop “The Highlevel Group” from requiring strict and punctual performance by “the Customer” of its obligations, and there shall be no waiver or variation of this contract by reason of such indulgence or acceptance of late payment by “The Highlevel Group.” 

8.2 No indulgence, extension of time, relaxation, or latitude that the company may permit at any time regarding the carrying out of any of “the Customer’s” obligations shall prejudice the company in any manner, or is to be construed as a waiver by the company of any of its rights in terms of this agreement.

9. **ARBITRATION**

Should there be any dispute as to the amount of any balances due by “the Customer” to “The Highlevel Group” or in respect of any price increase, such dispute shall be referred to “The Highlevel Group’s” auditors who shall determine the matter by acting as an expert and not as an arbitrator. 

It is therefore expressly agreed that the arbitration shall be an informal one, with a view to obtaining an expedient determination of the matter. 

The auditor so acting shall not be bound by the formal rules laid down in the Arbitration Act and shall be entitled to set his own rules regarding the procedures to be used and the admissibility of the evidence. 

The amount so decided upon by the Arbitrator shall be final and binding upon the parties and shall not be subject to any appeal.                          

10. **JURISDICTION**

“The Customer” agrees that “The Highlevel Group” may, in action, institute any action against “the Customer” in any Magistrates Court in the Republic of South Africa, having jurisdiction in regard to the person of “the Customer” in terms of Section 28 of the Magistrates Court Act Number 32 of 1944 as amended, notwithstanding that the amount in dispute may otherwise be beyond the jurisdiction of that Court. Notwithstanding the above, “The Highlevel Group” may, at its entire option, institute action in the Supreme Court of South Africa in the Division having jurisdiction regarding the dispute or claim.

11. **THE HIGHLEVEL GROUP CANCELLATION POLICY**

At “The Highlevel Group,” we understand that schedules can change, and to ensure efficient service to all “our Customers,” we ask that you please review our cancellation policy: ▼ 

11.1 **THE NOTICE REQUIREMENT: ** 

To avoid cancellation costs, we request that you, “the Client,” notify us at least 24 hours in advance if you need to cancel or reschedule a maintenance appointment. 

11.2 **LATE CANCELLATIONS: ** 

Late cancellations made within less than 24 hours of the scheduled appointment without prior notice will incur a R2500.00 (Two thousand Five Hundred Rand) cost that includes all admin costs and call-out fees. 

11.3 **EMERGENCY CANCELLATIONS: ** 

“The Highlevel Group” understands that emergencies happen, and when you need to cancel the agreement with “The Highlevel Group” due to an urgent matter, please inform management as soon as possible. 

Our company will make reasonable accommodations based on the Customer’s situation, providing at least 24 hours’ notice to avoid any cancellation costs that will not be refundable by “The Highlevel Group.”

12. **COSTS**

*(NB: We have not registered as a financial institution at the South African Reserve Bank) * 

It is agreed that in the event of “The Highlevel Group” having to obtain any legal advice or institute action against “the Customer” for any breach of “the Customer’s” obligation in terms of these Conditions of Sale, “The Highlevel Group” shall be entitled to recover all its legal costs from “the Customer,” including costs as between attorney and client, as actually incurred by “The Highlevel Group.”

13. **SPECIAL EXCLUSIONS:**

12.1 **SPECIFICATIONS AND PRICE: ** 

“The Highlevel Group” issues quotations, catalogues, and price lists regarding the goods per the latest available specifications and descriptions of the goods. 

Under no circumstances shall “The Highlevel Group” be liable for any changes made to such specifications and/or descriptions. Furthermore, all prices quoted in any price lists and/or catalogues furnished by “The Highlevel Group” are based on the ruling prices and shall not bind “The Highlevel Group” concerning the contract price charged by “The Highlevel Group” to “the Customer” at the time of invoicing. 

12.2 **RETURNS OF GOODS: ** 

“The Highlevel Group” shall under no circumstances be obliged to accept the return of any goods for any reason whatsoever. 

Should any goods be returned, this will be at the sole discretion of “The Highlevel Group,” and a minimum handling charge equal to 25% of the invoice price shall be payable by “the Customer” in respect thereof. Documented proof of delivery must be furnished. 

No goods will be accepted for return after 30 (Thirty) days from the date received unless authorized by a Company Director in writing. 

12.3 **CANCELLATION OF ORDERS – AUTHORIZED: ** 

“The Highlevel Group” will not accept cancellation of a special order due to late delivery or for any other reason where manufacturing has already commenced. 

Even if the cancellation is accepted, “the Customer” will still be liable for all such manufacturing and tooling expenses incurred. 

12.4 **PATENT RIGHTS: ** 

If goods are manufactured according to “the Customer’s” specifications, no responsibility can be accepted for the infringement of any patent, and “the Customer” agrees to indemnify “The Highlevel Group” against any loss or claims regarding any proceedings resulting from the execution of “the Customer’s” order. 

12.5 **PERMISSION: ** 

“The Customer” gives permission to “The Highlevel Group” representative(s) to enter this property to deliver and/or install the goods purchased or repossess goods that have not been paid in full. In both instances, “the Customer” agrees not to hold “The Highlevel Group” or its representatives liable for any damage or loss resulting from these actions.     

13. **WARRANTIES AND GUARANTEES**

13.1 “The Highlevel Group’s” liability concerning defective goods is limited to the replacement/repair of goods proved to have been faulty when they left the premises of “The Highlevel Group”/ “The Supplier,” and “The Highlevel Group”/” The Supplier” shall not be liable for any loss or damage, nor shall we be liable for any consequential or indirect damages or loss from whatsoever cause or howsoever arising. 

“The Highlevel Group” undertakes, at its discretion, to remedy such a defect by either adjusting, repairing, or replacing such defective goods or parts or rectifying such defective workmanship, provided that the foregoing shall not extend to goods that have, in the company’s discretion, been misused, abused, or used contrary to specifications or instructions. 

“The Highlevel Group” will not be liable for installation costs. 

No guarantee or warranty is given or implied unless specifically stated in writing by an authorized representative. 

Notification must be made to “The Highlevel Group” within 14 (Fourteen) days of the manifestation of any defects, and samples of such defective products must be returned with the notification. 

13.2 “The Highlevel Group” accepts no liability for goods that have been subject to any process after leaving its premises. 

13.3 “The Highlevel Group” shall not be liable for any direct or consequential loss or damage to goods or property of “the Customer,” howsoever arising, including, but not limited to, fire, leaks, accidents, or any other cause during delivery, installation, or usage of the goods by “the Customer.” 

13.4 The goods are guaranteed separately by their respective manufacturers. In the event of a claim, the original invoice must be produced. 

13.5 “The Highlevel Group” does not guarantee the work of sub-installers that are recommended or referred to “the Customers” by “The Highlevel Group” for private work. 

13.6 A fireplace or Liquid gas can be a risk in any home when misused, overheated, left unattended, or incorrectly installed by a qualified registered installer. “The Highlevel Group” can therefore not be held liable for any direct or consequential loss of or damage whatsoever to “the Customer’s” property resulting from the usage of the goods by “the Customer,” regardless of who installed the goods. “The Customer” uses the goods at THEIR own risk. 

13.7 A “fireplace or a built-in braai” in a thatched house or lapa must be installed with a proper brick chimney built through the thatch to the prescribed height. “The Customer” who chooses the option of installing a steel flue pipe through the thatch does so at his own risk. 

13.8 Conditions affecting fireplaces or built-in braais differ from one house to another. No guarantee can therefore be given that a fireplace or built-in braai installed utilizing an existing chimney will draw (function) properly.

14. **DOMICILIUM CITANDI ET EXECUTANDI**

“The Customer” nominates its address as reflected on the Application for Credit as its DOMICILIUM CITANDI ET EXECUTANDI for the service upon him of all notices and processes in connection with any claim for any sum due to “The Highlevel Group.”

15. STANDARD TERMS & CONDITIONS (T&C’S) of “Constructions” or any Installations between “the Highlevel Group” and “the Customer”
16. **DEFINITIONS**

1.1 Agreement means the agreement between “the Highlevel Group” and “the Customer” in respect of the Project, as embodied herein, read with the Quotation and/or the Invoice, embodying the Scope of Work and the Special Conditions. 

1.2 The Contractor means the building contractor of “the Highlevel Group” or any other contractor hired by “the Highlevel Group” on site for the specified project and supplier of the Material and/or Services, as specified on the Quotation and/or the Invoice. 

1.3 The Contract Price means the total price payable by “the Customer” to “the Highlevel Group” in respect of the Material and/or Services to be provided in respect of the Project and within the time frames as specified in the Quotation and/or the Invoice by “the Highlevel Group” to “the Customer”. 

1.4 Effective Date means the date of commencement of the Project as specified in the Purchase Order between “the Customer” and “the Highlevel Group” and/or the date of the response to the Purchase Order and/or Letter of Appointment by “the Customer” or “the Highlevel Group” through the delivery of the Material and/or the rendering of the Services as identified therein, whichever occurs first in time. 

1.5 The Material and/or The Services means the specified materials and construction and related services required for the execution of the Project, as specified in the Purchase Order and/or the Letter of Appointment between “the Customer” and “the Highlevel Group”. 

1.6 Insurance means the professional liability insurance and “the Highlevel Group” liability insurance and/or any contractor on site All Risk Insurance to be taken out by “the Highlevel Group” or by the Contractor’s own insurance that’s appointed by “the Highlevel Group” or “the Customer” to cover its obligations under the Project, as specified on the Quotation and/or the Invoice. 

1.7 The Invoice means a valid tax invoice issued in terms of, and complying with, the VAT Act of the Republic of South Africa. 

1.8 Quotation and/or the Invoice means a Letter of Appointment, if any, in terms of which “the Customer” appoints “the Highlevel Group” to execute the Project, and includes a description of the Scope of Work and other accompanying documents and drawings, if any. 

1.9 Penalty means the penalty, if any, payable by “the Highlevel Group” to “the Customer” in the event of late delivery of the Material and/or late rendering of the Services, as specified in the Letter of Appointment or the Special Conditions. 

1.10 Project means the Project that has been fully specified in “the Purchase Order”, the Scope of Work contained therein, and/or the Letter of Appointment. 

1.11 Project Manager means “the Highlevel Group” employee or “the Agent” appointed to oversee the execution of the Project as designated in the Quotation and/or the Invoice of Appointment. 

1.12 Purchase Order means the official, electronically generated purchase order by “the Highlevel Group” accompanying these Terms and Conditions of Construction/Work, specifying the Project title, the Scope of Work, and the Contract Price. 

1.13 The Scope of Work means the Material and/or the Services to be provided in respect of the Project, as more fully detailed in the Quotation and/or the Invoice, as well as any accompanying documents and drawings, if applicable. 

1.14 Special Conditions means any special conditions, if any, relating to “the Project” that vary or add to these general terms and conditions as documented in a separate annexure or as contained in “the Letter of Appointment”. 

2. **APPOINTMENT OF CONTRACTOR (Electricians, Plumbers, Gas Technicians) **

In terms of Regulations 4(1)(a) and 5 of the Construction Regulations, 2003 issued under the Occupational Health and Safety Act, (Act 85 of 1993), “the Highlevel Group” is appointed as the Principal Contractor for purposes of the Project as at the Effective Date. 

3. **MATERIAL AND SERVICES**

3.1 The Contractor (only when outsourcing the specific Project by the Highlevel Group) agrees to provide the Material and/or Services in accordance with, and within the time frame, as set out in the Purchase Order and/or Letter of Appointment, as read with these terms and conditions, as well as the Special Conditions. 

3.2 By responding to the Purchase Order and/or Letter of Appointment through the delivery of the Material and/or the rendering of the Services as identified therein, the Contractor will be deemed to have accepted and agreed to these terms and conditions. 

4. **DELIVERABLES; TIME OF THE ESSENCE**

4.1 Delivery of the Material and/or rendering of the Services shall occur pursuant to the Scope of Work as specified in the Purchase Order and/or Letter of Appointment and against payment of the Contract Price. 

4.2 It is recorded that the timely execution by the Contractor of the Project and its obligations as required by this Agreement is material and of the essence of this Agreement. 

4.3 The aforesaid warranties shall survive acceptance and payment, shall operate in favour of the “Highlevel Group”, and shall not be deemed to be exclusive but shall be in addition to “the Highlevel Group’s” other rights under this Agreement or at law. 

5. **SCOPE OF LIABILITY REFER TO OUR GUARANTEES AND WARRANTIES**

5.1 “The Highlevel Group” warrants that it has clear title to all Material furnished hereunder and that the same are being delivered free and clear of any encumbrances (any claim on property or assets). 

5.2 “The Highlevel Group” warrants that the Services will be provided in a timely, professional, and workmanlike manner, in accordance with industry standards and applicable laws. “The Highlevel Group” will be liable for any damage to the Customer’s property caused directly by the negligence, wrongful act, or omission of its employees or subcontractors during the performance of the services. 

5.3 “The Highlevel Group” further warrants that all Material, as well as the Services, shall conform to “the Highlevel Group” specifications, the requirements of the Purchase Order and/or Letter of Appointment, and any approved sample or samples, if any; and further, that such shall be merchantable and fit for “the Highlevel Group” intended use and shall be free from defects in design, material, and workmanship (collectively, “the Highlevel Group Warranty”). 

5.4 “The Highlevel Group Warranty shall remain in effect for eight (8) weeks after acceptance of the Material and/or Services by “the Highlevel Group” or for such longer period of time as an item is normally warranted. “The Highlevel Group” will facilitate the replacement or repair of defective materials or parts covered under the warranty, though “the Customer” may need to return the defective parts to the manufacturer for resolution in some cases. 

6. **EXCLUSIONS FROM LIABILITY**

6.1 “The Highlevel Group” will not be liable for pre-existing conditions or damage not identified prior to service commencement, damage caused by factors beyond the “Highlevel Group’s” control, including but not limited to natural disasters, acts of vandalism, or unauthorized alterations made by third parties, or issues arising from incorrect use or improper maintenance by the “Customer” after services are completed by “the Highlevel Group”. 

7. **LIABILITY LIMITATIONS**

“The Highlevel Group’s” liability for any claims, losses, or damages arising from its services will be limited to the total amount paid by “the Customer” for the specific service or project in question. “The Highlevel Group” shall not be liable for any losses, claims, damages, or expenses that arise due to the Customer’s actions, misuse of services, or failure to follow “the Highlevel Group’s” instructions or recommendations. 

8. **INSPECTION**

“The Highlevel Group” shall have a reasonable time upon or after receipt of the Material and/or performance of the Services before effecting payment so as to inspect the same to ensure conformity with the specifications of the Scope of Work. Material received and/or Services rendered prior to such inspection shall not be deemed accepted until “the Highlevel Group” has completed the inspection to determine whether the Material and/or Services indeed conform to such specifications. 

9. **DOMICILIUM CITANDI ET EXECUTANDI AND NOTICES**

9.1 The Parties hereto respectively choose as their domicilium citandi et executandi for all purposes of, and in connection with this Agreement, the physical addresses as they appear in the Contract of Appointment or as provided in the Conditions. 

9.2 Any notice to be given hereunder shall be given in writing and may be given either personally (i.e., per hand or courier) or may be sent by registered post and addressed to the relevant party at its domicilium or to such other address as shall be either of the parties to the other from time to time. Any notice given by registered post shall be deemed to have been served on the expiry of seven (7) calendar days after being posted. Any notice delivered personally shall be deemed to have been served at the time of delivery. 

9.3 For the sake of efficient administration of the Project, liaison with the Highlevel Group shall take place via the Project Manager. 

10. **INDEMNIFICATION**

“The Customer” agrees to indemnify and hold harmless “the Highlevel Group” from any third-party claims, losses, damages, or expenses that arise due to the Customer’s actions, misuse of services, or failure to follow the company’s instructions or recommendations. 

11. **CONFLICT**

In the event of any conflict between the provisions of these General Conditions and the provisions as contained in the Special Conditions, the provisions of the Special Conditions shall prevail. 

12. **WARRANTY ON WORKMANSHIP**

“The Highlevel Group” offers a warranty on workmanship for a period of three (3) months from the date of completion of the service, and if any issues arise during the warranty period due to faulty workmanship, “the Highlevel Group” will correct the issue at no additional cost to “the Customer”. 

13. **EXCLUSIONS FROM WARRANTY**

13.1 The warranty does not cover any damage issues caused by “the Customer’s” misuse, neglect, or failure to maintain the property after the service has been completed. 

13.2 Normal wear and tear or issues arising from environmental factors like water damage, aging, or pest infestations. 

13.3 Any work carried out by third-party contractors or unapproved alterations to the property after the maintenance has been completed. 

13.4 Electrical, gas, and plumbing fittings are not covered by any warranty. 

14. **CLAIMS PROCEDURE**

To make a warranty claim, “the Customer” must notify “the Highlevel Group” in writing within seven (7) days of discovering the issue. “The Highlevel Group” will inspect the necessary replacements or repairs free of charge. 

15. **LIMITATION OF WARRANTY**

“The Highlevel Group’s” warranty is the sole and exclusive remedy for any issues arising from “the Highlevel Group’s” services and the responsibility under this warranty is limited to repair or replacement of the defective workmanship or materials, and no further claims will be entertained. 

16. **NO WAIVER**

A waiver of any defaults hereunder or of any term or condition of this Agreement by either party shall not be deemed to be a continuing waiver or a waiver of any other default or any other term or condition. 

17. **ENTIRE AGREEMENT**

17.1 This document, the Purchase Order, and/or the Letter of Appointment, including the Scope of Work and any accompanying documents and drawings, as well as the Special Conditions, constitute the entire agreement between the parties regarding the Project and the subject matter thereof, and neither party shall be bound by any undertaking, representation, or warranty not recorded herein. 

17.2 No alteration, variation, addition, or agreed cancellation of this Agreement shall be of any force or effect unless reduced to writing and signed by both parties and their duly authorized signatories, subject to the condition that a variation order will only be accepted if authorized in writing by the Project Manager. 

18. **BY ENGAGING IN SERVICES WITH “THE HIGHLEVEL GROUP”, THE CUSTOMER AGREES TO THE TERMS AND CONDITIONS AS OUTLINED ABOVE, INCLUDING THE HIGHLEVEL GROUP CANCELLATION POLICY. **

(**PREPARED BY: PJ DU TOIT**)