Terms & Conditions of Engineering Supply & Services

1. Preamble & Scope of Agreement

These Standard Terms and Conditions of Engineering Supply and Services ("Terms") govern all formal quotations, pump equipment sales, precision overhauls and rebuilds, laser shaft alignments, on-site commissioning, and 24/7 emergency breakdown interventions rendered by Grace Pump Services (Pty) Ltd (Registration No: in process, hereinafter referred to as "Grace Pumps") to any client, commercial entity, mine, municipality, or individual ("Client").

Submission of a Purchase Order (PO), acceptance of a quotation, execution of a service agreement, or commissioning of on-site work constitutes full and unconditional acceptance of these Terms.

2. Quotation Validity, Currency & Raw Material Adjustments

• Quotation Validity Window: All written quotations are valid for 30 (thirty) calendar days from the date of issue, unless explicitly stated otherwise in writing.
• Forex & Commodity Price Fluctuations: Because industrial pumps, specialised mechanical seals, bronze impellers, and electric motors incorporate imported components and global commodities (copper, nickel, stainless steel, cast iron), quotations not accepted within 30 calendar days are subject to adjustment based on Rand (ZAR) exchange rate fluctuations against USD/EUR exceeding 5%.
• Clerical Errors: Grace Pumps reserves the right to correct any obvious mathematical, typographical, or clerical errors in quotations or invoices without liability.

3. Payment Terms, Trade Accounts & Retention of Title

• Standard Payment Terms: For approved 30-day commercial account holders, payment is due strictly within 30 calendar days from date of statement. For COD / non-account clients, payment in full (or agreed project deposit for custom assemblies) must clear into Grace Pumps' nominated South African bank account prior to equipment dispatch or release.
• Retention of Ownership (Pactum Reservati Dominii): Ownership and title of all pumps, electric motors, control panels, pipe fittings, and spare parts shall remain with Grace Pump Services (Pty) Ltd until the full contract purchase price has been settled in full. The risk of loss, damage, or destruction passes to the Client upon physical delivery to the Client's site or designated carrier.
• Default Interest: Overdue amounts shall accrue interest at 2% above the prevailing prime overdraft lending rate of the South African Reserve Bank, calculated daily and compounded monthly from the due date until full settlement.

4. Engineering Warranties & Performance Guarantees

• New Pump Assemblies: New pumps and equipment supplied carry the original OEM manufacturer's warranty against metallurgical and manufacturing defects for a period of 12 (twelve) months from the date of delivery or commissioning.
• Precision Overhauls & Repairs: Mechanical rebuilds, laser alignment services, and refurbishment workmanship are guaranteed for 3 to 6 months from invoice date, covering replaced components and assembly tolerances.

5. Mandatory Warranty Exclusions (Critical Fluid Dynamics Disclaimers)

Pumping equipment operates under extreme fluid dynamics, mechanical friction, and electrical loads. The warranties outlined in Section 4 are strictly null and void under any of the following operational conditions:

1. Dry-Running & Cavitation Damage: Equipment operated without adequate fluid lubrication, resulting in scorched mechanical seals, melted diffusers, or impeller pitting from vapour cavitation.
2. Operation Outside OEM Pump Curves: Pumps run outside their certified Head (H) vs Flow (Q) performance envelope, causing motor overloading, shaft deflection, or bearing burn-out.
3. Fluid Metallurgy Incompatibility: Pumping media containing abrasive solids, sludge densities, or chemical pH levels outside the technical parameters disclosed in the original Client Request for Quotation (RFQ).
4. Electrical Protection Failures: Motor or VSD failure resulting from phase loss, voltage drops, lightning strikes, power surges, or the absence of calibrated thermal overload protection in accordance with SANS 10142-1.
5. Unauthorised Tampering: Pumps disassembled, adjusted, or modified by uncertified third-party contractors without prior written authorisation from Grace Pumps.

6. Limitation of Liability & Exclusion of Consequential Loss

To the fullest extent permitted by South African law:

• Consequential Damages Waiver: Grace Pump Services (Pty) Ltd shall under no circumstances be liable to the Client or any third party for indirect, special, incidental, or consequential damages. This exclusion specifically includes:
  • Loss of industrial production, mine shaft downtime, or factory stoppage.
  • Flooding or water damage resulting from existing client piping structural failures.
  • Agricultural crop loss, livestock dehydration, or yield reductions.
  • Environmental contamination fines or hazardous spillage containment costs.
• Financial Liability Cap: Grace Pumps' total aggregate financial liability arising out of or in connection with any contract, breach, delict, or defect shall be strictly capped at the net invoice value actually paid by the Client for the specific pump unit or repair service in dispute.

7. Site Access, Health, Safety & Environmental (OHSA / MHSA)

For all on-site installation, laser alignment, and breakdown services:

• The Client must provide safe, unhindered site access and ensure all required plant safety inductions, medical clearances, and work permits are arranged prior to technician arrival.
• The Client is strictly responsible for executing certified electrical and mechanical isolation (Lock-Out / Tag-Out - LOTO) before Grace Pumps engineers commence work on energised or pressurised pump manifolds.
• All field operations are executed in compliance with the Occupational Health and Safety Act 85 of 1993 (OHSA), Mine Health and Safety Act 29 of 1996 (MHSA), and SABS engineering standards.

8. Force Majeure & Supply Chain Disruption

Grace Pumps shall not be held liable for failure or delay in performing its contractual delivery or repair obligations where such failure results from circumstances beyond reasonable control. This includes, without limitation: national electricity grid instability (load shedding / municipal substation failures), civil unrest, port delays, raw material shortages, acts of God, or severe weather conditions.

9. Consumer Protection Act (CPA Act 68 of 2008) Notice

In accordance with Section 5(2)(b) of the CPA, transactions involving juristic persons (companies, closed corporations, trusts) whose annual turnover or asset value exceeds R2,000,000 (Two Million Rand) are exempt from the provisions of the CPA. For qualifying small enterprise or individual transactions, statutory consumer rights remain unaffected.

10. Governing Law, Domicilium & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Republic of South Africa.

The parties choose their registered office addresses as their respective domicilium citandi et executandi for all purposes under this agreement. Grace Pump Services (Pty) Ltd nominates:

Any legal proceedings arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the High Court of South Africa (Gauteng Division).