General and Application

1. These Standard Terms and Conditions (“Terms”) govern all goods supplied and services performed by Bridging Technologies South Africa (Pty) Ltd (“BT-SA”) for the Customer, unless BT-SA expressly agrees otherwise in writing. Any terms contained in a Customer purchase order, procurement document or other Customer document are excluded unless expressly accepted in writing by a duly authorised representative of BT-SA.
2. BT-SA may update, amend or replace these Terms from time to time. The version of these Terms current at the date of the relevant quotation or order applies to that quotation or order. The current version of these Terms is available from BT-SA on request and, where published, on BT-SA’s website. An update to these Terms does not retrospectively affect an order or agreement already accepted by BT-SA before the updated Terms take effect.
3. An order, instruction or acceptance by the Customer becomes binding on BT-SA only when accepted by BT-SA. Acceptance may be evidenced by written confirmation, commencement of procurement or performance, delivery of goods, or any other conduct by BT-SA clearly consistent with acceptance of the order.
4. The contractual documents are to be read together. If there is a conflict, a project-specific agreement or statement of work signed by BT-SA prevails over a quotation; a quotation accepted by BT-SA prevails over these Terms; and these Terms prevail over any Customer terms, unless the higher-ranking document expressly states otherwise.
5. No amendment, waiver or addition is binding on BT-SA unless recorded in writing and accepted by a duly authorised representative of BT-SA. No employee, technician, salesperson, agent or subcontractor has authority to bind BT-SA to a variation unless authorised to do so.
6. The Customer acknowledges that it does not rely on any representation, performance statement, brochure, specification, price list or technical information unless it is expressly incorporated into the applicable quotation, scope of work or other written agreement. This clause does not exclude any representation or liability that may not lawfully be excluded.
7. Unless BT-SA has expressly undertaken responsibility for design or product selection, the Customer remains responsible for determining whether the goods and services ordered are suitable for the Customer’s intended purpose. Where BT-SA makes a recommendation, it may rely on information, site conditions, drawings, specifications and requirements supplied by the Customer.
8. The Customer is liable for reasonable additional costs caused by its acts or omissions, including delays, suspension of work, changes in requirements, lack of site access, failure to provide information or approvals, rework requested by the Customer, acceleration of the programme, or attendance at site when work cannot proceed for reasons outside BT-SA’s control.
9. If a specified product is superseded, discontinued or unavailable, BT-SA may propose or supply an equivalent or better alternative that does not materially reduce the required functionality. Any material change in specification or price will be communicated to the Customer before supply where reasonably practicable.
10. Nothing in these Terms excludes or limits any right, remedy, obligation or liability that cannot lawfully be excluded or limited under the Consumer Protection Act 68 of 2008, the National Credit Act 34 of 2005, the Protection of Personal Information Act 4 of 2013, or any other applicable law.

Quotations, Orders and Pricing

11. Unless a quotation states otherwise, it remains valid for 30 calendar days from its date and is subject to availability of goods, labour and supplier capacity.
12. Prices exclude VAT unless expressly stated otherwise. Any new or increased tax, levy, customs duty or statutory charge applicable to the goods or services after the quotation date may be added to the price to the extent permitted by law.
13. Unless a quotation expressly states that pricing is fixed, quoted prices are based on supplier pricing, exchange rates, freight, duties, insurance and other input costs prevailing at the quotation date. BT-SA may adjust the affected portion of the price to reflect a demonstrable increase in those input costs arising after the quotation date and before procurement, importation, delivery or performance. BT-SA will provide reasonable supporting information if requested.
14. BT-SA may correct a genuine clerical, calculation, typographical or pricing error in a quotation, order acknowledgement or invoice. If the correction materially changes the commercial basis of an accepted order before performance, the Customer may cancel the affected unperformed portion, subject to payment of unavoidable third-party or special-order costs already incurred by BT-SA.
15. An instruction issued by a person who reasonably appears to BT-SA to be authorised by the Customer may be acted upon by BT-SA. Additional work, materials or changes requested by such a person will be treated as a variation and charged at the agreed rate or, if no rate has been agreed, at BT-SA’s applicable standard rates.
16. BT-SA may make partial deliveries, complete work in stages and invoice each delivery, milestone, service period or completed portion separately.
17. An accepted order may not be cancelled, reduced or postponed by the Customer without BT-SA’s written agreement. Subject to applicable law, the Customer is liable for goods already ordered or manufactured, non-cancellable supplier commitments, restocking charges, labour and mobilisation costs, and other reasonable costs caused by the cancellation, reduction or postponement.

Projects, Installations and Services

18. The scope of work is limited to the goods, services, quantities, assumptions and deliverables expressly stated in BT-SA’s quotation, statement of work or other accepted document. Work not expressly included is excluded unless subsequently agreed as a variation.
19. The Customer must provide safe and timely access to the site, suitable working areas, required permits and inductions, available power and services where reasonably necessary, accurate site information, and any Customer-provided equipment or materials required for BT-SA to perform the work.
20. If BT-SA is delayed or prevented from working because the site is not ready, access is unavailable, another contractor has not completed prerequisite work, approvals are outstanding, Customer information is incorrect or incomplete, or for another reason outside BT-SA’s reasonable control, the programme will be extended and BT-SA may charge reasonable standing time, remobilisation, travel, storage and related costs.
21. A variation includes any change to scope, quantity, specification, programme, sequence, access arrangement or method of work requested by the Customer or made necessary by conditions that could not reasonably have been identified before work commenced. BT-SA may require written approval before proceeding, but an urgent or site instruction acted upon by BT-SA may be recorded and invoiced afterwards.
22. Unless specifically included in the scope, BT-SA is not responsible for latent or concealed site conditions, undocumented services, structural defects, asbestos or other hazardous materials, contamination, unsafe areas, or defects in existing infrastructure. BT-SA may suspend affected work until the condition is made safe or appropriate instructions are agreed.
23. BT-SA may rely on drawings, specifications, measurements, network information, configurations, designs and other information supplied or approved by the Customer. BT-SA is not liable for loss or rework caused by inaccurate or incomplete Customer information, except to the extent BT-SA knew or reasonably should have known that the information was materially incorrect.
24. Customer-supplied or third-party equipment is used at the Customer’s risk as to compatibility, condition, performance and manufacturer support. BT-SA is not responsible for defects inherent in such equipment or for work performed by third parties, but remains responsible for its own workmanship.
25. Unless expressly included in BT-SA’s scope, the Customer is responsible for obtaining property-owner approvals, wayleaves, access permissions, statutory approvals, licences and permits required for the site or installation.
26. A signed job card, completion certificate, delivery note, test sheet, commissioning record or other project record is prima facie evidence of the work or delivery described in it. Signing confirms apparent completion or delivery but does not waive a valid latent-defect claim or a statutory right that cannot lawfully be waived.
27. Where BT-SA works on information technology, communications, network, security or other systems containing data or configurations, the Customer must maintain current backups unless backup services are expressly included in BT-SA’s scope. BT-SA will exercise reasonable care but is not responsible for loss of data or configuration arising from pre-existing faults, unsupported systems, malware, Customer actions or events outside BT-SA’s reasonable control, subject always to the liability provisions in section F and applicable law.
28. Where technicians or project resources have been scheduled for a Customer and the Customer cancels or postpones the work at short notice, BT-SA may charge reasonable committed labour, travel, accommodation, mobilisation and supplier costs that cannot reasonably be avoided.

Delivery, Risk and Transport

29. A delivery note, job card or waybill signed by the Customer, its representative, site representative or nominated carrier is prima facie evidence of delivery of the goods or performance described in that document.
30. Subject to any applicable statutory right, risk in goods passes to the Customer when the goods are delivered to the agreed site or handed to the Customer or its nominated representative. Where the Customer collects the goods or nominates a carrier, risk passes when the goods are handed to the Customer or that carrier.
31. Quoted delivery, installation, repair and performance dates are estimates unless BT-SA expressly agrees in writing that a date is fixed or guaranteed. BT-SA is not liable for delay caused by suppliers, carriers, import processes, Customer delays, force majeure or other causes outside BT-SA’s reasonable control.
32. If the Customer is unable or refuses to accept delivery when the goods are ready, BT-SA may store the goods at the Customer’s risk and reasonable cost after giving notice, and delivery will be deemed to have been tendered for payment and scheduling purposes to the extent permitted by law.
33. Where BT-SA arranges third-party transport as part of its scope, BT-SA may appoint a suitable carrier on reasonable terms. Where the Customer nominates the carrier, that carrier is deemed to act for the Customer for purposes of collection and risk transfer.
34. The place of delivery or performance is the location stated in the applicable quotation, order or statement of work. If no location is stated for goods to be collected, delivery takes place at BT-SA’s nominated premises.

Product Warranties, Workmanship, Repairs and Returns

35. Goods manufactured by a third party are supplied with the manufacturer’s product-specific warranty, if any, and BT-SA will reasonably assist the Customer to process a valid manufacturer warranty claim. Manufacturer warranties are subject to the manufacturer’s terms and processes.
36. Clause 35 does not limit any statutory warranty or remedy that applies to the Customer and cannot lawfully be excluded.
37. Unless a quotation, service level agreement or project contract expressly states a different period, BT-SA warrants its workmanship for 12 months from the date on which the relevant work is completed, commissioned or accepted, whichever occurs first. The workmanship warranty covers defects directly caused by defective workmanship performed by BT-SA.
38. The workmanship warranty does not cover manufacturer defects; normal wear and tear; consumables; vandalism; theft; misuse, abuse or neglect; force majeure; lightning, power surges or abnormal electrical conditions; water ingress or environmental conditions outside specified limits; Customer-supplied or third-party equipment; defects in existing infrastructure; unauthorised alterations or repairs; failure to maintain equipment as required; or damage caused by persons other than BT-SA. These exclusions apply only to the extent permitted by law.
39. A warranty claim must be notified to BT-SA in writing as soon as reasonably practicable after the defect is discovered and must contain enough information for BT-SA to identify the affected goods or work. The Customer must provide reasonable access for inspection and rectification. A notice by email to BT-SA’s nominated service or account contact is sufficient unless a project-specific agreement provides otherwise.
40. For a valid workmanship claim, BT-SA may, at its cost and election, repair or re-perform the defective workmanship. For goods, the available remedy is subject to the applicable manufacturer warranty and any statutory remedy that applies. Nothing in this clause limits a Customer remedy that legislation requires BT-SA to provide.
41. Non-defective goods may be returned only with BT-SA’s prior written approval and may be subject to reasonable transport, inspection and restocking charges. Special-order, custom-made, configured, cut-to-length or non-returnable supplier items may not be returned unless defective or unless applicable law provides otherwise.
42. Repair quotations and repair completion dates are estimates unless expressly stated otherwise. BT-SA may revise a repair quotation if inspection reveals additional faults or parts requirements, but will obtain approval before materially increasing the approved repair cost.
43. Repair workmanship and replacement parts supplied by BT-SA carry any warranty required by applicable law and, where no longer statutory warranty period applies, a 3-month workmanship warranty unless otherwise stated in writing. Any longer manufacturer warranty on a replacement part continues to apply according to the manufacturer’s terms.
44. If a repaired or inspected item remains uncollected for more than 30 days after BT-SA gives notice that it is ready for collection, BT-SA may charge reasonable storage. BT-SA may exercise any lien or right of retention available to it at law. BT-SA will not sell, dispose of or otherwise realise the Customer’s property except in accordance with applicable law and after reasonable written notice.
45. BT-SA will exercise reasonable care over Customer property in its possession. The Customer remains responsible for insuring high-value equipment unless otherwise agreed. BT-SA’s liability for loss of or damage to Customer property is subject to the liability provisions in these Terms and does not exclude liability that cannot lawfully be excluded.
46. Any warranty may be refused to the extent a defect or failure was caused by tampering, broken manufacturer seals, unauthorised modification, use outside the manufacturer’s specifications, incorrect storage, misuse or third-party work. A warranty is not void merely because unrelated third-party work has occurred unless that work caused or contributed to the defect.

Liability and Indemnities

47. Nothing in these Terms limits or excludes BT-SA’s liability for fraud, wilful misconduct, gross negligence, or any death, personal injury, product liability or other liability that may not lawfully be excluded or limited.
48. Subject to clause 47 and to applicable law, BT-SA is not liable for indirect, special or consequential loss, including loss of profit, loss of revenue, loss of business opportunity, loss of anticipated savings or loss arising from interruption of the Customer’s business, whether the claim is based in contract, delict or otherwise.
49. Subject to clause 47 and to applicable law, BT-SA’s aggregate liability arising from an order, project or service is limited to the total amount paid or payable to BT-SA for the specific order, project or service giving rise to the claim.
50. BT-SA is not liable for damage or failure caused by misuse, abuse, neglect, unauthorised modification, Customer instructions, Customer-supplied designs or equipment, defects in pre-existing systems, third-party work, or conditions outside the operating specifications of the relevant goods or system, except to the extent caused by BT-SA’s own breach or negligence.
51. The Customer indemnifies BT-SA against third-party claims, losses and costs arising from unlawful or unsafe Customer instructions, infringement caused by Customer-supplied designs or materials, misuse of goods or services, or acts or omissions of the Customer or its contractors, except to the extent the claim was caused by BT-SA’s breach, negligence or other legal fault.

Payment and Credit

52. Unless otherwise agreed in writing, amounts invoiced by BT-SA are due and payable (a) cash on order; or (b) for a Credit Approved Customer, within 30 days from the end of the month in which the Tax Invoice is issued.
53. Payment must be made by EFT, card or other cleared funds to BT-SA’s nominated account. Payment is effective only when cleared funds are received by BT-SA.
54. The Customer may not withhold an undisputed amount, deduct or set off an amount against a BT-SA invoice unless BT-SA agrees in writing or applicable law permits the Customer to do so. A genuine dispute about part of an invoice does not relieve the Customer of the obligation to pay the undisputed balance when due.
55. Any extension of a payment deadline is binding only if agreed in writing by BT-SA. A once-off indulgence or delayed enforcement does not amend the Customer’s normal payment terms.
56. A certificate signed by a director or manager of BT-SA stating the amount due by the Customer is prima facie proof of the amount for purposes of legal proceedings, unless the Customer proves a manifest error.
57. Electronic records, accounting records, system records, emails, electronic approvals and computer-generated documents may be used as evidence to the extent permitted by the Electronic Communications and Transactions Act 25 of 2002 and other applicable law.
58. Interest accrues on any overdue amount from its due date until payment at 2% per month, or the maximum rate permitted by applicable law if lower. Interest is calculated daily and charged monthly.
59. A Credit Approved Customer may lose its credit status if it fails to pay an undisputed amount when due. BT-SA may reduce, suspend or withdraw credit facilities on reasonable notice, or immediately where there is material payment default or a material deterioration in credit risk.
60. BT-SA may review a Customer’s credit limit from time to time. Any increase, decrease or other change will be made subject to applicable law and any Customer agreement required by law.
61. Unless otherwise required by law or agreed in writing, BT-SA may allocate a payment received from the Customer to the oldest outstanding debt or to any debt that BT-SA reasonably identifies in its accounting records.
62. The Customer must notify BT-SA promptly of a genuine invoice dispute and provide sufficient detail to enable investigation. Failure to dispute an invoice promptly does not waive a right that cannot lawfully be waived, but unreasonable delay may be taken into account when assessing evidence of delivery or performance.

Default, Suspension and Termination

63. The Customer is in default if it fails to pay an undisputed amount when due, commits a material breach and fails to remedy it within a reasonable period after notice where remedy is possible, becomes subject to liquidation, sequestration or business rescue proceedings, makes or attempts a compromise with creditors, or if there are objective and reasonable grounds to believe that the Customer will be unable to perform its payment obligations. Any statutory notice or procedure that applies must be observed.
64. On default, and subject to applicable law, BT-SA may suspend further supply or performance, withdraw credit, require cash payment or security for further work, cancel the affected order or agreement, accelerate amounts that are lawfully capable of acceleration, and claim damages or other lawful relief.
65. Where movable goods remain BT-SA’s property under clause 68 and the Customer is in default, BT-SA may demand their return. If the Customer does not voluntarily return the goods, BT-SA may recover possession only through lawful process. Nothing in these Terms authorises unlawful self-help or forcible repossession.
66. On cancellation, the Customer remains liable for goods delivered, services performed, work in progress, non-cancellable supplier commitments, reasonable demobilisation and cancellation costs, and other amounts lawfully due up to the effective date of cancellation.
67. Cancellation or suspension does not affect rights that accrued before cancellation, including payment obligations, ownership rights, confidentiality, intellectual property rights, limitations of liability and rights relating to dispute resolution.

Retention of Ownership

68. Risk and ownership are separate. Risk passes in accordance with clause 30, while ownership in movable goods supplied by BT-SA remains with BT-SA until all amounts owing for those goods have been paid in full, to the extent that retention of ownership remains legally effective.
69. Until ownership passes, the Customer must not sell, pledge, encumber or dispose of unpaid movable goods without BT-SA’s written consent and must, where reasonably practicable, keep those goods identifiable as goods supplied by BT-SA.
70. Where goods are to be permanently installed or attached to immovable property, the parties acknowledge that ownership may be affected by the law of accession. BT-SA’s retention-of-ownership rights apply only to the extent legally possible. Before installation of material high-value equipment, BT-SA may reasonably require the Customer to procure a waiver of accession or acknowledgement of BT-SA’s ownership rights from the property owner, landlord or other relevant person.
71. If unpaid goods remain movable and can lawfully be removed without material damage, the Customer must, after lawful cancellation and on reasonable notice, make them available for collection by agreement or as directed by a competent court. Removal does not prejudice BT-SA’s right to recover any remaining amount lawfully due.

Intellectual Property and Confidentiality

72. BT-SA retains ownership of its pre-existing intellectual property, know-how, methods, templates, software tools, configurations, designs and standard documentation. Payment for a project does not transfer BT-SA’s pre-existing intellectual property unless expressly agreed in writing.
73. Once all amounts due for a project have been paid, the Customer may use project-specific drawings, configurations, reports and documentation supplied by BT-SA for operating, maintaining and supporting the relevant installation or system, unless a different licence is stated in the applicable agreement.
74. The Customer warrants that it has the right to provide any drawings, designs, software, data, specifications or other materials supplied to BT-SA for use in the project and indemnifies BT-SA against third-party intellectual-property claims arising solely from BT-SA following those Customer-supplied materials.
75. Each party must take reasonable steps to protect confidential commercial, technical and pricing information received from the other party and may disclose it only to personnel, professional advisers, subcontractors or authorities who reasonably need it, or where disclosure is required by law. This clause does not apply to information that is public other than through breach, was already lawfully known, or is independently developed.

Costs, Indulgence and Jurisdiction

76. Subject to applicable law, the Customer is liable for reasonable tracing, collection and legal costs incurred by BT-SA because of the Customer’s default, including legal costs on the attorney-and-client scale where awarded or recoverable, together with reasonable valuation and recovery costs.
77. No extension of time, indulgence, delay, failure to enforce, partial enforcement or other relaxation by BT-SA constitutes a waiver or prevents BT-SA from later enforcing the relevant right.
78. The Customer consents, to the extent permitted by law, to the jurisdiction of a Magistrates’ Court having jurisdiction in terms of section 45 of the Magistrates’ Courts Act 32 of 1944, notwithstanding that the amount claimed may otherwise exceed that court’s ordinary monetary jurisdiction. BT-SA may instead institute proceedings in any High Court or other court that has jurisdiction.
79. Nothing in these Terms prevents either party from seeking urgent or interim relief from a court with jurisdiction.

Notices and Domicilium

80. The Customer chooses as its domicilium citandi et executandi the physical address stated in its credit application, order or other written account information, and chooses the email address supplied to BT-SA for ordinary notices and communications. BT-SA chooses its registered or principal business address and its notified accounts or legal email address.
81. A notice is deemed received, unless the contrary is proved: (a) on the date of hand delivery during business hours; (b) two Business Days after dispatch by recognised courier; (c) five Business Days after dispatch by prepaid registered post; or (d) on the next Business Day after transmission by email, provided the sender has not received an automated non-delivery or bounce-back message. Actual receipt overrides any deemed-receipt period.
82. Each party must notify the other in writing of any change to its chosen physical or email address. The Customer must also notify BT-SA promptly of any material change in its legal name, registration details, ownership, business rescue or insolvency status, or sale of its business that may materially affect the trading relationship or credit risk.

Data Protection and Credit Reporting

83. BT-SA will process personal information in accordance with the Protection of Personal Information Act 4 of 2013 (POPIA), its applicable privacy notice and other applicable law. Personal information will be processed only for lawful and legitimate purposes connected with the trading relationship and will be limited to information reasonably required for those purposes.
84. Those purposes may include opening and administering accounts, verifying identity and authority, assessing and monitoring creditworthiness, processing orders, supplying goods and services, communicating with Customer personnel, preventing fraud, maintaining business records, enforcing contractual rights and complying with legal obligations.
85. To the extent permitted by law, BT-SA may obtain information from and disclose relevant information to credit bureaux, banks, insurers, trade-reference providers, professional advisers, collection agents, service providers and other parties reasonably involved in credit assessment, performance of the agreement, debt recovery or legal compliance.
86. Where the Customer provides BT-SA with personal information relating to its employees, representatives, directors, contacts or other individuals, the Customer warrants that it is lawfully entitled to provide that information for the purposes contemplated by the trading relationship.
87. Data subjects may exercise rights available under POPIA, including access and correction and, where applicable, objection to processing or deletion, through the contact channels stated in BT-SA’s privacy notice. Statutory record-retention and other lawful grounds may limit deletion requests.
88. Where the Customer cites BT-SA as a trade reference, BT-SA may provide accurate and relevant information about the Customer’s trading history to the requesting party to the extent permitted by law.

Force Majeure

89. Neither party is liable for delay or failure to perform to the extent caused by an event beyond its reasonable control, including natural disaster, fire, flood, severe weather, epidemic, war, civil disturbance, riot, state action, strike or labour disruption, power or telecommunications failure, transport disruption, import restriction, shortage of materials, supplier failure caused by such an event, or other comparable force-majeure event.
90. The affected party must take reasonable steps to mitigate the effect of the event. The affected obligations are suspended for the period and to the extent of the force-majeure event, and any programme or delivery date is extended accordingly.
91. If a force-majeure event continues for more than 60 days and materially prevents completion of the affected work, either party may terminate the affected unperformed portion on written notice. The Customer remains liable for goods already procured specifically for the Customer that cannot reasonably be cancelled or reused, and for work and services already performed, subject to applicable law.

General

92. BT-SA may use suitably qualified employees, agents and subcontractors to perform its obligations and remains responsible for the work it has undertaken, subject to these Terms. The Customer may not cede, assign or transfer an agreement with BT-SA without BT-SA’s prior written consent, except where applicable law provides otherwise.
93. Each provision of these Terms is severable. If a provision is invalid or unenforceable, it will be read down or severed only to the extent necessary, and the remaining provisions continue in force.
94. Headings are for convenience and do not affect interpretation. Words importing one gender include all genders; the singular includes the plural and vice versa where the context permits; and references to legislation include amendments and replacement legislation.
95. These Terms and every agreement governed by them are subject to the laws of the Republic of South Africa.