OSRAM LIGHTING LIGHTING(PTY.) LTD. STANDARD TERMS AND CONDITIONS
1. Definitions and Scope
These General Terms and Conditions (“Terms”) apply to all quotations, sales, supplies of goods and/or services (“Products”) by the Supplier to any customer (“Customer”), unless otherwise expressly agreed in writing. Any terms proposed by the Customer shall not apply unless expressly accepted in writing by the Supplier.
2. Formation of Contract
2.1 All quotations are non-binding unless stated otherwise.
2.2 A contract shall only be concluded once the Supplier has issued a written order confirmation or delivered the Products.
2.3 No verbal agreements shall be binding unless confirmed in writing.
3. Prices and Taxes
3.1 Prices are quoted exclusive of Value Added Tax (VAT) and any other applicable taxes or statutory charges.
3.2 VAT shall be charged at the rate applicable under South African law.
3.3 Packaging, transport, insurance, customs duties and handling charges are included only if expressly stated.
4. Payment Terms
4.1 Unless otherwise agreed in writing, payment is due within 30 (thirty) days from invoice date.
4.2 Late payments shall accrue interest at the maximum rate permitted by South African law, calculated daily and compounded monthly.
4.3 The Supplier may suspend deliveries, withdraw credit facilities, or demand security if payment is overdue.
5. Delivery and Risk
5.1 Delivery terms shall be as agreed in writing and interpreted in accordance with Incoterms® 2020.
5.2 Risk in the Products shall pass upon delivery in accordance with the agreed Incoterm.
5.3 Delivery dates are estimates only. Delays do not entitle the Customer to cancellation or damages unless expressly agreed.
6. Inspection and Returns
6.1 The Customer shall inspect Products immediately on delivery.
6.2 Any visible defects or shortages must be reported in writing within 48 hours of delivery.
6.3 Returns require prior written approval and must be in original, resaleable condition.
7. Warranty
7.1 The Supplier warrants that Products conform to agreed specifications at the time of delivery.
7.2 Unless otherwise stated, the warranty period is 12 (twelve) months from delivery.
7.3 The Supplier’s obligation is limited to repair, replacement, or credit at its discretion.
7.4 The warranty excludes defects arising from misuse, improper installation, modification, or normal wear and tear.
8. Limitation of Liability
8.1 To the extent permitted by law, the Supplier shall not be liable for indirect, incidental, or consequential damages, including loss of profit or business interruption.
8.2 The Supplier’s total cumulative liability shall not exceed the aggregate amount paid by the Customer for the Products giving rise to the claim.
8.3 Nothing in these Terms limits liability for gross negligence, fraud, death, personal injury, or mandatory statutory liability.
9. Retention of Title
9.1 Title to Products remains with the Supplier until full payment has been received.
9.2 Until ownership passes, the Customer shall store the Products securely and not encumber or dispose of them.
10. Intellectual Property
All intellectual property rights in drawings, documents, software, designs, or technical materials provided remain the property of the Supplier and may not be reproduced or used without written consent.
11. Confidentiality and Data Protection
11.1 All commercial and technical information exchanged is confidential.
11.2 Each party shall comply with applicable data protection laws, including POPIA, where applicable.
12. Compliance, Ethics and Sustainability
The Customer shall comply with all applicable laws, including anti-corruption, competition, labour, environmental, and human rights legislation. Modern slavery, child labour and bribery are strictly prohibited.
13. Export Control and Sanctions
13.1 The Customer shall comply with all applicable South African and international export control, customs and sanctions laws.
13.2 Products shall not be exported or re-exported in violation of EU, UN, US, or South African sanctions, including restrictions relating to Russia or Belarus.
13.3 The Supplier may suspend or terminate obligations if compliance becomes unlawful.
14. Force Majeure
Neither party shall be liable for failure or delay caused by events beyond reasonable control, including strikes, war, natural disasters, supply chain disruptions, or government actions.
15. Governing Law and Jurisdiction
These Terms are governed by the laws of the Republic of South Africa.
The Supplier may institute proceedings in the Magistrate’s Court or High Court with jurisdiction.
16. Severability
If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
