TERMS AND CONDITIONS

INTRODUCTION

These terms and conditions constitute an agreement between you (the client) and 360 Electrical and Solar Solutions (hereinafter referred to as “the Business”), outlining the terms on which the company will provide services to you with regards to electrical services, solar panel installations and/or maintenance.

1. DEFINITIONS

1.1 In this Agreement, unless inconsistent with the context, the following expressions shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely:

1.1.1 “this Agreement” means the terms and conditions contained in this document and the terms and conditions of which are deemed to be incorporated herein;

1.1.2 “the Business” means the electrical and solar installation business under the name and style of “360 Electrical and Solar Solutions (Pty) Ltd with Registration Number 2023/577175/07”;

1.1.3 “a Business Day” means any day of the week other than a Saturday, Sunday or public holiday designated or defined as such in terms of the Public Holidays Act No. 36 of 1994;

1.1.4 “the Client” shall mean any major person/s, entities or any person acting on behalf of and with the authority of the client requesting the Business to provide the services as specified in this agreement;

1.1.5 “the Equipment” any tangible item that is functionally complete for its intended purpose, durable, nonexpendable, and needed for the performance of the service provided;

1.1.6 “Month” means a calendar Month, and more specifically

1.1.6.1in reference to a number of Months from a specific date, a calendar Month commencing on that date or the same date of any subsequent Month; and

1.1.6.2in any other context, a Month of the calendar, that is, one of the 12 (twelve) Months of the Gregorian calendar

1.1.7 “the Parties” means the parties to this Agreement, viz. the Business and the Client (each “a Party”);

1.1.8 “Services” means any work performed by the business, including, but not limited to the installation of an alternative power supply, electrical work, electrical maintenance, electrical fence installation and gate motors;

1.1.9“Supplier” means the organisation or business which provides the equipment and/or products to the business. The supplier in this agreement is a separate entity and must be distinguished from the business.

1.1.10 “VAT” means Value Added Tax payable from time to time in terms of the Value Added Tax Act No.89 of 1991 (“the VAT Act”);

2. INTERPRETATION

2.1 Unless otherwise indicated words importing the singular include the plural and vice versa; words importing one gender include all other genders; and words importing natural persons include created entities and vice verso.

2.2 When any number of days is prescribed in this Agreement, it is determined by excluding the first day and including the last day. Where a day falls on a day other than a Business Day, the next Business Day applies.

2.3 Words and phrases in any annexure bear the same meaning as in this Agreement. In the event of a conflict between the provisions of this Agreement and the provisions of an annexure, the provisions of this Agreement prevail.

2.4 The provisions of this Agreement apply mutatis mutandis (with the necessary changes) to all annexures from time to time.

2.5 Where figures are referred to in numerals and in words, if there is a conflict between the two, the figures in words shall prevail.

2.6 Any reference to a Party includes that Party's agent, employee, director, executor, administrator, substitute in title, successor and permitted assign, liquidator, business rescue manager and cessionary.

2.7 The expiration or termination of this Agreement does not affect any provision of this Agreement that expressly provides that it will operate after any such expiration or termination and those provisions which of necessity must continue notwithstanding that the clauses themselves do not expressly provide for this.

2.8 The rule of construction that the agreement be interpreted against the party drafting or preparing the document, shall not apply.

3. APPLICATION OF THE AGREEMENT

3.1 The parties agree that services offered by the business to the client was discussed beforehand and approved by the client;

3.2 The business shall provide a quote to the client which reflects, inter alia, the services rendered and the amounts due to the business;

3.3 The client shall pay 80% (eighty percent) of the amount, as reflected in the quote, to the business as a deposit, before any services shall be rendered;

3.4 The proof of payment of the deposit shall be deemed as the client’s acceptance of the quote and the terms of business as envisaged in this agreement;

3.5 Irrespective of whether the agreement was signed by the client or not

3.6 After the services have been rendered, the full outstanding amount as reflected in the quote, shall become due and payable by the client.

4. WARRANTY

4.1 The business warrants –

4.1.1 Each of its employees and/or agents assigned to

perform any services under terms of this agreement shall have the necessary professional skill and training so as to be able to competently complete the requested services;

4.1.2 All services in terms of this agreement shall be completed in accordance with applicable specifications and shall be correct and appropriate for the purposes contemplated in this agreement;

4.1.3 Any services offered by the business shall have a warranty of 6 months. Such warranty shall exclude the following:

4.1.3.1 The client’s improper use and/or neglect of any equipment and/or product which the business installed and/or maintained;

4.1.3.2 The client’s non-observance of maintenance instructions as provided by the business;

4.1.3.3 Where the client made unauthorised modifications to the services rendered by the business;

4.2 In instances where equipment was supplied by a supplier and such equipment is deemed to be faulty or defective, such warranty shall be claimed by the supplier directly.

5. BREACH AND TERMINATION

5.1 The client will be in breach of this Agreement if:

5.1.1 Any conditions or terms of this Agreement are not

met;

5.1.2 Fail to pay any amounts due to the business;

5.1.3 Any representation or warranty or undertaking made

in respect of the client which is found to be materially incorrect; (each of the above-mentioned deemed to be and “Event of Default”)

5.2 If an Event of Default is not remedied within 10 business days of written notice to do so, then the business may, in its sole discretion, without prejudice to any other remedies it may have in law or in terms of this Agreement:

5.2.1 cancel this Agreement and demand immediate payment of all outstanding amounts; and

5.2.2 claim direct damages; or

5.2.3 specific performance.

5.3 Should the business terminate the agreement due to

default by the client, the business will be entitled to take possession of the equipment already uninstalled and sell the equipment, and will be entitled to remove the equipment from the client to a place of safety, or may auction the equipment at the place where it was found, or immobilise the equipment (including the removal of working parts to ensure that the use or movement is prevented), or may enter a premises that the client occupies and where the equipment is situated with the sole purposes to collect, auction or immobilise the equipment.

5.4 Should the sale or action of the equipment secure an amount less than the amount of the outstanding balance, the business may via relevant notice require payment of the shortfall from the client subject to interest calculated from date of notice to date on which final payment of the shortfall is made.

5.5 The client may cancel this agreement within 7 business days of acceptance of the quote, in writing, in the event that –

5.5.1 The services as envisaged in the quote have not yet been rendered; and

5.5.2 The business has not incurred any costs to complete such services.

6. INDEMNITY

6.1 The client hereby indemnifies and holds the business harmless against any claim, loss, damages or expense arising out of or in connection with this Agreement or which may be sustained or incurred by the business including all legal costs (on an attorney and own client scale) and charges incurred as a consequence of the client’s breach of this Agreement, failure of any warranty or undertaking, any liability, whether actual or contingent, of whatsoever nature and howsoever arising, and any loss, expense, claim and/or costs incurred arising out of negligence or non- performance of or omission or any obligations of client in terms of this Agreement.

7. DISPUTE RESOLUTION

7.1 In the event of any dispute arising between the Parties relating to or arising out of this Agreement (including the implementation, execution, interpretation, rectification, breach, repudiation or termination of this Agreement) the Parties shall endeavour to resolve same by discussion, negotiation and joint co- operation; this entails any one of the Parties inviting the other Party in writing to meet with a view to attempt to resolve the dispute within 10 (ten) business Days
from the date of delivery of the written invitation.

7.2 Should the parties not be able to reach an agreement or solution for the dispute, or should any of the parties fail to respond within 10 business days from date of first request, then the aggrieved party may approach any competent court with Jurisdiction to adjudicate the dispute.

8. OWNERSHIP OF EQUIPMENT

8.1 Ownership of the equipment shall not pass to the
client until the full contract price in respect of the equipment and services in question has been paid.
The provisions hereof shall apply notwithstanding
the installation of such equipment in the client's premises or the accession thereof to any of the client's property (whether movable or immovable) or that the equipment may have been incorporated into or form part of other equipment or goods, or
changed their essential character. All equipment,
whether fixed to immovable property or not, shall be

deemed to remain movable property and severable from such immovable property.

8.2 The client shall take all such steps as may be necessary to notify interested third parties that ownership of the relevant equipment has not passed from the business to the client. In particular the client shall inform the owner/landlord of the premises (if
any) in which the equipment is, or at any time may 11.5 be, of the provisions of this clause. The client shall produce written proof of such notices to business on demand.

9. GOVERNING LAW AND JURISDICTION

9.1 This Agreement shall be construed in accordance with the laws of the Republic of South Africa.

9.2 The parties’ consents to the jurisdiction of the Magistrate’s Court (District division) having jurisdiction over its person in respect of all proceedings in connection with the Agreement, notwithstanding that the amount claimed or the value of the matter in dispute exceeds such jurisdiction. Notwithstanding the aforesaid any party would be entitled at its option to institute any proceedings in connection with the Agreement in any division of the High court of South Africa having jurisdiction

10. GENERAL

10.1 This Agreement consisting of the quote and the terms of business constitutes the whole agreement between the Parties relating to the subject matter hereof;

10.2 No alteration, addition, amendment, variation or suspension of any term or consensual cancellation of this Agreement shall be of any force or effect unless reduced to writing and signed by both Parties, unless otherwise provided for in this Agreement;

10.3 No extension of time or waiver or relaxation of any of the provisions or terms of this Agreement shall operate as an estoppel against any Party in respect of its rights under this Agreement, nor shall it operate so as to preclude such Party thereafter from exercising its rights strictly in accordance with this Agreement.

10.4 Any indulgences by the Business to the client should and will not be constructed as a waiver of the Businesses rights under the agreement, and which rights are fully reserved.

11. PROTECTION OF PERSONAL INFORMATION

11.1 The business will treat the client’s personal information as confidential and will take reasonable steps to protect such personal information.

11.2 There may be a need to disclose the client’s personal information if:

11.3 The law requires the business to do so;

11.4 It is in the public interest to do so;

The business interests require disclosure of the client’s personal information; or

Disclosure is made at the client’s request or the client has given the business consent.

12. NOTICE

12.1 The client chooses as his/her/it’s domicilium citandi et executandi ("domicilium") for all purposes under this Agreement, whether in respect of the serving of any process, notices, documents or communications of whatsoever nature, the client’s address recorded as the address where installation occurred.

12.2 Any notice or communication required or permitted to be given in terms of this Agreement shall only be valid and effective if it is in writing, but it shall be competent to give notice by telefax, registered mail or electronic communication.

12.3 Any party may by written notice to any other party change the physical address chosen as its domicilium citandi et executandi vis-à-vis that party to another physical address or its telefax number; provided that the change shall become effective vis- à-vis that addressee on the seventh (7th) business day from the deemed receipt of the notice by the addressee.

12.4 Any notice or process given by a party to any other party (“the addressee”) shall be in writing and if:

12.4.1 delivered by hand during the normal business hours of the addressee at the addressee's domicilium shall be deemed to have been received by the addressee on the day of delivery;

12.4.2 posted by prepaid registered mail to the addressee at the addressee's domicilium shall be deemed to have been received by the addressee on the fourth (4th) day after the date of mailing;

12.4.3 transmitted by facsimile to the addressee's facsimile address shall be deemed to have been received by the addressee on the same day as the date of transmission.

12.4.4 No notices, cheques, cash or other documents sent to the business through the postal service shall be deemed to have been received unless and until actually received by the business.

12.5 Notwithstanding anything to the contrary herein contained a written notice or communication actually received by a party shall be an adequate written notice or communication to it notwithstanding that it was not sent to or delivered at its domicilium.

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