Terms of use
Except as otherwise agreed in writing, all transactions, quotations, tenders, offers to contract and contracts (whether written or oral) for the supply of the Products and/or services (“the Products”) by Lumax Energy (Pty) Limited, shall be subject to these standard terms and conditions of sale. These terms and conditions will be subject to the CPA and the Credit Act.
By accepting and/or signing any quotation to which these Terms and Conditions are attached and/or by signing these Terms and Conditions and/or by making any payment set out in a quotation and/or by allowing Lumax Energy to supply the Products and/or Services, the Customer, herewith irrevocably agrees to be bound to the Terms and Conditions as set out herein.
1. DEFINITIONS
a. “Lumax Energy” shall mean Lumax Energy (Pty) Ltd, a private company duly incorporated under the company laws of the Republic of South Africa, with registration number: 2015/283048/07 and shall include any and all of its subsidiaries, ventures or affiliates whether currently existing or hereafter formed.
b. “Business day” shall mean any day other than a Saturday, Sunday, or public holiday.
c. “CPA” shall mean the Consumer Protection Act (Act 68 of 2008), as amended from time to time.
d. “Client” shall mean the ultimate end user of the Product.
e. “Credit Act” shall mean the National Credit Act (Act 34 of 2005), as amended from time to time.
f. “Customer” shall mean the person, natural or otherwise, who purchases the Products from Lumax Energy under these terms and conditions and includes the Customer’s representatives, successors and permitted assigns.
g. “Customer documents” means any documentation or previous discussions, whether in writing or otherwise, between Lumax Energy and the Customer relating to the sale of Products, with the exception of a franchise agreement as defined in the CPA.
h. “Products” shall mean all items, including services presently being sold or supplied by Lumax Energy.
i. “POPI” shall mean the Protection of Personal Information Act (Act 4 of 2013), as amended from time to time.
2. PURCHASE
a. A contract for the supply of the Products shall come into existence between Lumax Energy and the Customer when Lumax Energy accepts an order placed by the Customer for the supply of Products or when the Customer accepts any offer to sell or requests a quotation for delivery Products marketed by Lumax Energy by conveying such acceptance, whether verbal or written to Lumax Energy.
b. The Customer shall be bound by these standard terms and conditions of sale in all transactions for the purchase of the Products. Any franchise or similar agreement between the Customer and Lumax Energy or any of its Affiliates supersedes the clauses of these terms and conditions to the extent of any conflict.
c. The Customer shall inform its Clients that the Products are sold subject to these standard terms and conditions of sale, and the Customer shall be deemed to have so informed its Clients in respect of all sales of the Products by the Customer to its Clients. The customer shall retain proof of each instance of such disclosure, which will be presented to Lumax Energy on demand.
3. ORDERS
a. Lumax Energy will accept written and verbal orders. Lumax Energy will not be responsible for any errors or misunderstandings occasioned by the Customers` failure to place a written order.
b. Any quotation for Products provided by Lumax Energy shall not constitute an offer.
c. Lumax Energy reserves the right to reasonably decline any order and/or to suspend delivery and/or decline the product supply to the Customer.
4. QUOTATION AND DESIGN OF GOODS
a. Quotation Procedure
1. Request for Quotation: Customers may request a quotation for products by providing specifications, quantities, and desired delivery times. Quotation requests can be submitted through Lumax Energy’s official email channel.
2. Lead Times: Lead times will start only on receipt of proof of payment and official confirmation of order for cash clients and on receipt of official purchase order for credit clients. Confirmations received after 13:00 will incur an extra 24 hours to the lead time. Lead times are calculated on week/working days, which excludes weekends, public holidays, and industry shutdown periods. Roof Mount items in stock will be dispatched in 48 hours. Roof Mount items requiring assembly or manufacture will be dispatched in 7 days. Out-of-stock Roof Top items will be dispatched in 8-10 weeks. High-value or speciality extrusions will be dispatched in 2-4 weeks. Carport/Ground Mount/Custom structures will be dispatched in 8-10 weeks. Large and custom orders may incur longer lead times. All lead times are subject to change.
3. Acceptance of Quotation: Acceptance of a quotation by the Customer shall be deemed as a commitment to purchase and will lead to the creation of a binding contract, subject to these terms and conditions.
b. Design Specifications
1. Customer Specifications: Where the design of a product is based on specifications provided by the Customer, the Customer guarantees that they hold the appropriate rights to such specifications and that the production of the product does not infringe on any third-party intellectual property rights.
2. Changes to Design: Any alterations to the original design specifications by the Customer after the acceptance of the quotation may result in adjustments to the final price and delivery time. Such changes must be communicated in writing and accepted by Lumax Energy.
3. Lumax Energy Designs: For products designed by Lumax Energy, all intellectual property rights, including but not limited to copyrights, patents, and design rights, remain the property of Lumax Energy unless explicitly agreed upon in writing.
4. Due Diligence on Designs: The Customer is responsible for conducting thorough due diligence on any designs provided, ensuring that the designs are feasible, accurate, and fit for their intended purpose. Lumax Energy will not be liable for any shortcomings or issues arising due to the Customer’s failure to exercise proper due diligence on the provided designs.
c. Pricing and Additional Costs
1. Design Fees: Design services provided by Lumax Energy are subject to fees, as indicated in the quotation. Any extra design work outside the scope of the original quotation will be charged accordingly.
2. Additional Costs: Costs incurred due to changes in design specifications, expedited production, or other alterations to the initial agreement will be communicated to the Customer and added to the final invoice.
3. Delivery: Delivery costs are not included in product pricing, customer collection from the Lumax warehouse in Midrand is assumed by default. The customer should request delivery when required and it will reflect as an additional line item on quotes and invoices.
5. PURCHASE PRICE
a. The price payable for the Products shall, unless otherwise expressly agreed in writing between Lumax Energy and the Customer, be the price set out in the quotation provided by Lumax Energy to the Customer.
b. The quoted price is valid for 30 days from the date stated on the quotation, after which the quoted price will lapse.
c. The price is not subject to any discount unless otherwise agreed to by Lumax Energy in writing.
d. Lumax Energy may, by giving written notice to the Customer at any time before delivery, increase or decrease the price of the Products to reflect any increase or decrease in the costs of the Products that is due to:
1. any factor beyond Lumax Energy`s control (including foreign exchange fluctuations, increases in taxes and duties and increases in direct or indirect manufacturing costs).
2. changes in the quantities or types of Products ordered.
e. Pricing is subject to change based on USD/ZAR exchange and/or changes in the LME aluminium and/or AMSA steel rates.
6. PAYMENT
a. All transactions are COD (cash on delivery) except where specific credit agreements are established for a customer`s account or where Lumax Energy provides otherwise to the customer in writing.
b. All custom orders are subject to an upfront deposit to initiate manufacturing, and the deposit amount will be specified in the quotation.
c. For any accounts in terms of a specific credit agreement, the terms of payment are strictly on or before the last business day of the month in which the statement is provided to the Customer unless otherwise agreed to by Lumax Energy in writing.
d. Payment, as referred to in paragraph 6c above, should reflect in Lumax Energy’s bank account on or before the last day of the month in which the statement is provided unless otherwise agreed to by Lumax Energy in writing.
e. All payments received, if not supported by remittance advice, will be allocated to the oldest invoices on the account.
f. No early settlement discount will be granted unless otherwise agreed to by Lumax Energy in writing, and if Lumax Energy in writing agrees to an early settlement discount, such discount will be forfeited if the payment is not received in accordance with 6.d.
g. Subject to the Credit Act, all overdue accounts shall accrue interest at the rate of 2% (two percent) per month, calculated from the due date for payment until such time that the entire overdue capital amount plus interest has been settled in full.
7. DELIVERY
a. Subject to the CPA, and although Lumax Energy will endeavour to deliver the Products according to the Customer’s requirements, Lumax Energy will not be bound to such delivery requirements of the Customer, and accordingly, Lumax Energy shall not be held liable in any manner whatsoever for failure or delay in delivery.
b. Lumax Energy shall, at its discretion, be entitled to effect and invoice for part deliveries.
c. When effecting delivery at the Customer’s premises or such other premises as nominated by the Customer, the Customer shall be responsible for receiving, unloading and checking the Products in the presence of the Lumax Energy representative making delivery and should the Customer not be willing or able to receive the delivery as aforementioned, then the Customer will be responsible for any costs that Lumax Energy may incur due to such non-delivery and Lumax energy will not be liable for any damages of whatever nature that the Customer, its Clients or any third party may suffer due to non-delivery in such event;
d. Customer Responsibility for Safe Offloading
1. It is the responsibility of the Customer to ensure the safe and proper offloading of the Products at the time of delivery. This includes but is not limited to, having the appropriate personnel and equipment available at the site of delivery or the Customer’s premises to facilitate the offloading process.
2. The Customer must ensure that the personnel involved in the offloading process are adequately trained and competent to handle the Products safely and in accordance with all applicable health and safety regulations.
3. The Customer is also required to provide suitable equipment for offloading the Products. This equipment must be appropriate for the nature and weight of the Products and must be in good working order to prevent any damage to the Products or injury to personnel.
4. Lumax Energy shall not be held liable for any damage, loss, or injury resulting from improper offloading procedures or lack of adequate preparation by the Customer for receiving the Products.
5. In the event that the Customer is unable or unwilling to provide the necessary personnel and equipment for offloading, they must inform Lumax Energy prior to the delivery date so alternative arrangements can be discussed. Failure to provide such notice may result in additional charges for any costs incurred by Lumax Energy due to the delay or inability to offload the Products.
e. In the event of short delivery, the Customer shall forthwith, upon delivery, endorse Lumax Energy’s copy of the delivery note specifying details of the short delivery, and thereafter, within two(2) days of such delivery, the Customer shall lodge a claim with Lumax Energy in respect of such short delivery.
f. In the event that the Products are delivered in a damaged or defective state, the Customer shall forthwith, upon delivery, endorse Lumax Energy’s copy of the delivery note detailing the damage or defects to the Products, and the Customer shall within two(2) days of such delivery notify Lumax Energy of such damage or defects in the Products delivered.
g. On compliance by the Customer with 7.d and 7.e and provided Lumax Energy agrees with the information supplied by the Customer, Lumax Energy will either make up the shortfall in the Products or replace the damaged or defective Products as the case may be, within such time periods as Lumax Energy communicates to the customer in writing from time to time.
h. Subject to the CPA, and notwithstanding the provisions specified in 7.d, 7.e and 7.f, Lumax Energy shall not be held liable for any loss or damage occasioned by reason of the circumstances in 7.d and / or 7.e.
i. Delivery of the Products at the place of delivery nominated by the Customer shall constitute good delivery. Any acknowledgement of receipt by the Customer or any authorised representative or employee, whether direct or indirect, in writing or otherwise, shall serve also to confirm delivery.
j. If, on the instructions of the Customer, the Products are delivered to a carrier for delivery to the Customer, delivery to the Customer shall be deemed fulfilled on delivery to the carrier who shall at all times be and remain the Customer’s agent for purposes of these terms and conditions.
k. For purposes of this clause, “Lumax Energy” shall include any Affiliate, agent or independent contractor who may affect delivery on behalf of Lumax Energy.
l. Should a specific contract, transaction or accepted quotation include installation services with regard to the Products, then the following will apply:
1. Lumax Energy will utilise the services of a subcontractor to attend to the installation services at such times and within such time period as communicated by Lumax Energy to the customer in writing from time to time.
2. Lumax Energy will use its best endeavours to ensure that all subcontractors utilised for the installation services possess the necessary skill and expertise to provide a high-quality service, but Lumax Energy, does not provide any guarantees with regard to the subcontractors, and the customer herewith holds Lumax Energy harmless, for any direct or indirect damages that they or a third party may suffer as a result of the installation services.
3. Regardless of the installation services provided, the risk in and to the products will pass to the customer on delivery as provided for in these Terms and Conditions, and the ownership of the Products will only transfer to the Customer on full payment for the Products and the installation services, as provided for in these Terms and Conditions.
4. The payment terms for the installation services will be milestone specific, and such payment terms will be indicated in the quotation unless specific payment terms are provided with regard to the installation services by Lumax Energy to the Customer in writing, in which event such written payment terms will apply.
8. OWNERSHIP
a. Irrespective of the type of transaction, Lumax Energy hereby reserves its rights to ownership of the Products until fully paid for by the Customer.
b. In order to give effect to 8.a, the Customer shall ensure the Products remain movable property, severable from any other movable or immovable property to which the Products may be attached.
c. In the event of non-payment by the Customer for any reason whatever, Lumax Energy shall, in keeping with its rights of ownership in the Products, be entitled to repossess the Products without prejudice to any other rights of Lumax Energy.
d. For so long as ownership in the Products remain vested in Lumax Energy, the Customer shall:
1. keep the Products free from attachment or any other legal charge or process.
2. not without the prior written consent of Lumax Energy sell, let, loan, pledge, transfer, or otherwise make over or encumber the Products.
3. forthwith notify its landlord of Lumax Energy’s reservation of ownership of the Products.
4. subject to the Credit Act if applicable, keep the Products insured for loss or damage through fire, theft, or any other incident, with an insurer acceptable to Lumax Energy for the replacement value thereof, and the Customer shall pay the insurance premium arising from such insurance promptly and on the due date and upon request shall forthwith display such insurance policy and proof of payment to Lumax Energy.
9. RISK
a. On delivery of the Products to the Customer, at a location nominated by the Customer or to a carrier nominated by the Customer as set out in clause 7, the risk in and to the Products shall pass to the Customer notwithstanding that ownership of the Products remain vested in Lumax Energy.
10. WARRANTY
a. Subject to the CPA, Lumax Energy makes no representations whatsoever and gives no guarantees against latent or patent defects in respect of the Products and all conditions and warranties whatsoever, whether implied or otherwise, are hereby expressly excluded.
b. Subject to the CPA, Lumax Energy shall not incur any liability of whatever nature arising in contract or delict from any injury, loss or damage to any person or property arising from the use of the Products.
c. The Customer shall not convey to its Client a greater obligation or benefit than that given to the Customer by Lumax Energy.
d. The Products supplied by Lumax Energy shall be suitable only for the purpose designed, and the Customer shall ensure the Products are handled, stored, installed, used, operated or otherwise dealt with in a normal and proper manner and, where applicable, in a manner consistent with the instructions given by Lumax Energy.
e. Subject to the CPA, no claim shall lie against Lumax Energy arising out of or in connection with any defects in or unsuitability of the Products.
11. INDEMNITY
a. Without derogating from the generality of any of the provisions hereof, and subject to the CPA, Lumax Energy shall not at any time be liable for any claims of whatsoever nature and howsoever arising for direct or consequential loss or damage which may be sustained by the Customer or any of the Customer’s clients in connection with the use of the Products and the Customer hereby indemnifies Lumax Energy against all such claims.
b. The Products are sold subject to Lumax Energy’s specifications and recommendations. Failure to adhere to these may result in damage, injury or harm, and the Customer holds Lumax Energy harmless with regard to any damage, injury or harm, including any associated claim arising due to non-adherence to Lumax Energy’s specifications and recommendations.
12. RETURN OF GOODS
a. Lumax Energy reserves the right to accept or reject the return of Products, and if Lumax Energy accepts the return of Products, they reserve the right to charge a reasonable handling fee of up to 30% of the value of the Products for the return of any Product due to any reason other than the fact that the Product failed, is defective, hazardous, or unsafe as defined in the CPA.
b. Lumax Energy reserves the right to reject returns if the Customer has damaged the Products in negligence; the Products have been disassembled, permanently installed, physically altered, used, or installed contrary to Lumax Energy`s or the manufacturer’s instructions and/or have been subjected to misuse or abuse.
c. Subject to Lumax Energy’s right of refusal, as set out in 12.a and Subject to the CPA, Lumax Energy reserves the right to charge a cancellation fee of up to 30% on custom Products returned or custom orders that the Customer cancels.
d. Returns or claims must be communicated within two (2) days, including weekends, public holidays, etc., of receipt of the stock in writing before sending the product back to Lumax Energy or requesting collection of the goods.
13. BRANDING, MARKING
a. The Customer shall not sell, offer for sale, advertise, or supply the Products which have been so defaced, branded, or tampered with in any way.
14. PROHIBITION OF SET-OFF
a. The Customer, to the extent allowable in terms of the CPA, waives any right of set off the Customer might have against Lumax Energy in respect of any amount which may now or in the future be or become owing by Lumax Energy to the Customer. The Customer agrees and acknowledges that it shall not be entitled to advance the defence of set-off or mutual extension of debts or counterclaim in any proceedings that Lumax Energy may bring against the Customer for the enforcement of its rights whether in respect of credit facilities extended by Lumax Energy to the Customer or otherwise.
15. SECURITY
a. Any claim the Customer may at any time have arising wholly or partially out of or in connection with the disposal by it of the Products, or some of them, shall be deemed to have been ceded to Lumax Energy as security for the Customer’s obligations hereunder.
16. CUSTOMER’S DOCUMENTS
a. Subject to the CPA, in all transactions with the Customer, any clauses or conditions contained in or forming part of the Customer’s documents shall not amend or modify these terms and conditions of sale, and Lumax Energy shall not be bound thereby.
b. These standard terms and conditions of sale shall supersede any conflicting clauses or conditions, whether verbal or contained in any of the Customer’s documents.
17. PROPRIETARY RIGHTS
a. The Customer shall not do anything to infringe any rights owned or licensed by Lumax Energy, including but not limited to any form of intellectual property right in respect of the Products.
18. CREDIT
a. Subject to the Credit Act, if applicable, Lumax Energy shall, in its sole and absolute discretion, be entitled to alter any credit terms granted to a Customer, and Lumax Energy shall be entitled to ask the Customer, who shall be obligated, to provide guarantees to secure payment of the purchase price.
19. EXCHANGE RATE
a. In respect of any transaction where Lumax Energy quotes in Rands and the exchange rate applies Lumax Energy will be paid the Rand equivalent of the quoted price, irrespective of the exchange rate ruling at the date of payment.
b. In respect of import/export sales, the Customer shall be responsible for obtaining all the necessary government approvals and all the requisite permits, and Lumax Energy will endeavour to assist the Customer in this regard insofar as this may be necessary.
c. If any authorisation or permit referred to in 19.b is refused or revoked, the Customer shall make good to Lumax Energy all expenses or losses Lumax Energy may have incurred in assisting the Customer in securing such authorisation or permits, provided that loss of profit will be excluded unless the refusal or revocation is due to fault on the Customer’s part.
20. BREACH
a. Should the Customer fail to make any payment to Lumax Energy under any contract, transaction or accepted quotation, or should the Customer be in breach of any of the provisions of these standard terms and conditions of sale and fail to remedy such breach within seven days after receiving a written demand from Lumax Energy, that it be remedied, Lumax Energy shall be entitled without prejudice to any alternative or additional right of action or remedy available to Lumax Energy to cancel any contract with the Customer with immediate effect or claim specific performance, with or without claiming damages;
b. In the event that Lumax Energy elects to terminate any contract, transaction, or accepted quotation, as provided for in 20.a above, Lumax Energy shall be entitled to immediately repossess all Products supplied to the Customer, not yet paid for.
21. LEGAL COSTS
a. In the event that any legal action is taken, or any amount remains outstanding, and Lumax Energy instructs attorneys to recover such unpaid costs, the Customer shall be liable for all legal costs incurred by Lumax Energy.
22. APPLICABLE LAW
a. All transactions shall be governed in all respects by and shall be construed according to the laws of the Republic of South Africa.
23. DOMICILIUM
a. Lumax Energy nominates its domicilium citandi et executandi its registered address for service upon it of all processes in connection with any claim arising from this agreement. The Customer nominates its domicilium citandi et executandi at the address as reflected in the “Trade Application Form” upon it of all processes in connection with any claim arising from this agreement.
24. POPI
a. The Customer herewith acknowledges that Lumax Energy processes personal information in line with POPI.
b. Lumax Energy will utilise the Customer’s personal information for credit checks, and financial services, such as the provision of invoices, statements and quotations and for the proper delivery of the Products as provided for in these terms and conditions.
c. The Customer herewith consents to the processing of its personal information in accordance with clause 24b
d. The Customer acknowledges that it has the following rights with regard to the processing of its personal information:
1. To object to the processing of its personal information.
2. To withdraw its consent to the processing of its personal information.
3. To lodge any complaints with regard to the processing of its personal information with the Information Regulator of South Africa.
