SA LEAK DETECTION DISTRIBUTOR’S CC HIRE QUOTATION IS SUBJECT TO THE FOLLOWING TERMS AND CONDITIONS:

1 DEFINITION
1.1   In this quotation (and in the agreement) the following expressions have the meanings assigned to them hereunder and cognate expressions have corresponding meanings:
1.1.1   “acceptance date” means the date on which the client accepts this quotation in accordance with the provisions of clause 3.1 below;
1.1.2   “additional driver” means the person mentioned as such in part A of this quotation;
1.1.3   “agreement” has the meaning contemplated in clause 5.1 below;
1.1.4   “breakdown administration fee” means the amount referred to as such in part A of this quotation;
1.1.5   “business day” means any day other than a Saturday, Sunday or public holiday officially recognised as such in South Africa;
1.1.6   “business hours” means the hours between 09:00 and 16:30 on any business day;
1.1.7   “client” means the entity referred to as such in part A of this quotation;
1.1.8   “client’s e-mail address” means client’s e-mail address set out in part A of this quotation;
1.1.9   “client’s physical address” means the address at which client’s principal place of business is located as set out in part A of this quotation;
1.1.10   “commencement date” means the date referred to as such in part A of this quotation;
1.1.11   “driver” means the person mentioned as such in part A of this quotation;
1.1.12   “equipment” means all the items listed in part A of this quotation, which includes all accessories of such items (including cases, cables ……..) and any trailer in which the said items are housed and all accessories of such trailer (including a spare wheel, well spanner);
1.1.13   “equipment value amount” means the amount referred to as such in part A of this quotation;
1.1.14   “hire period’ means the period commencing at 08:30 on the quoted collection date and ending at 16:30 on the quoted return date;
1.1.15   “holding deposit” means the amount, inclusive of VAT, referred to as such in part A of this quotation;
1.1.16   “parties” means client and SALDD (each “a party”);
1.1.17   “patent defect” means any defect in the equipment which a reasonable inspection of the equipment, if conducted at the time of collection thereof, would have revealed;
1.1.18   “prescribed rate” means the rate of interest prescribed from time to time by the Minister of Justice for the purposes of section 1(1) of the Prescribed Rate of Interest Act No. 55 of 1975;
1.1.19   “quotation” means the offer, contained in terms of this document headed ‘quotation’, that is made by SALDD to let the equipment to client;
1.1.20   “quotation number” means the document number allotted to this quotation as set out in part A of this quotation;
1.1.21   “quoted amount” means the amount referred to as such and as set out in part A of this quotation, and which amount is inclusive of VAT and the holding deposit;
1.1.22   “quoted collection date” means the date set out in part A of this quotation for the collection of the equipment;
1.1.23   “quoted return date” means the date set out in part A of this quotation for the return of the equipment;
1.1.24   “R” or “Rands” means the legal currency of South Africa;
1.1.25   “SALDD” means SA LEAK DETECTION DISTRIBUTORS CC;
1.1.26   “SALDD’S banking account” means the banking account having the following details:
•   Account name   :   SA LEAK DETECTION DISTRIBUTORS CC
•   Bank   :   Nedbank
•   Account type   :   Cheque
•   Branch code   :   198765
•   Account number   :   1008164062;

1.1.27   “SALDD’S e-mail address” means both of the following e-mail addresses: legal@saleak.co.za;
1.1.28   “SALDD’S physical address” means 13 Road Number 5, Brentwood Park Agricultural Holdings, Benoni, 1504, Gauteng Province, South Africa;
1.1.29   “security deposit” means the amount referred to as such in part A of this quotation;
1.1.30   “termination date” means the date referred to as such in part A of this quotation;
1.1.31   “traffic fine administration fee” means the amount referred to as such in part A of this quotation;
1.1.32   “travelling rate” means the rate referred to as such in part A of this quotation; and
1.1.33   “VAT” means Value Added Tax payable from time to time in terms of the Value Added Tax Act No. 89 of 1991.


2   INTERPRETATION
2.1   In this quotation (and in the agreement), unless a contrary intention clearly appears:
2.1.1   Clause headings are for the purpose of convenience and reference only and must not be used in the interpretation of nor modify nor amplify the terms of this quotation (and in the agreement) nor any clause thereof.
2.1.2   Unless the context indicates a contrary intention, an expression which denotes ~
2.1.2.1   any gender includes the other gender;
2.1.2.2   a natural person includes a created entity and vice versa; and
2.1.2.3   the singular includes the plural and vice versa.
2.1.3   Any reference to a statutory enactment is to that enactment as at the acceptance date and as amended or re-enacted or substituted from time to time thereafter and includes all and any statutes, ordinances, regulations and by-laws promulgated in terms thereof from time to time.
2.1.4   A reference to any agreement or other document (including the agreement) includes a reference to such agreements and documents as amended from time to time after the acceptance date.
2.1.5   If any provision in a definition is a substantive provision conferring rights or imposing obligations on any party, notwithstanding that it is only in the definition clause (clause 1), effect must be given to it as if it were a substantive provision in the body of this Agreement.
2.1.6   A reference to “days” means calendar days unless qualified by the word “business”, in which instance a “business day” means any day other than a Saturday, Sunday or public holiday officially recognised as such in South Africa.
2.1.7   When a particular time period is expressed in business days, such time period will be reckoned by ~
2.1.7.1   excluding the first business day;
2.1.7.2   including the last business day; and
2.1.7.3   excluding all days that are not business days.
2.1.8   If the due date for performance of any obligation in terms of the agreement is a day which is not a business day then (unless otherwise stipulated) the due date for performance of the relevant obligation will be the immediately succeeding business day.
2.1.9   If any obligation or act is required to be performed on a particular day it must be performed (unless otherwise stipulated) by 16:30 (local time at the place where the obligation or act is required to be performed) on that day.
2.1.10   Where figures are referred to in numerals and in words, if there is a conflict between the two, the words will prevail.
2.1.11   Where any term is defined within the context of any particular clause in this quotation (and in the agreement), the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, will bear the meaning ascribed to it for all purposes in terms of this quotation (and in the agreement), notwithstanding that such term has not been defined in clause 1.
2.1.12   None of the provisions of this quotation (and the agreement) will be construed against or interpreted to the disadvantage of any party by reason of such party having or being deemed to have structured or drafted such provision.
2.1.13   The eiusdem generis rule (i.e., the rule of construction that provides that if general words or terms are used in association with specific words or terms which are a species of a particular genus or class, the meaning of the general words or terms are to be restricted to that same class) will not apply; accordingly, whenever the word “include” or “including” is used followed by specific examples, such examples will be interpreted to be illustrative only and must not be interpreted so as to limit the meaning of any general word or term to the same genus or class as the examples given.
2.1.14   The words “shall” and “will” and “must” used in the context of any obligation or restriction imposed on a party have the same meaning.
2.1.15   A reference to “law” means any law of general application in South Africa and includes the common law and any statute, constitution, decree, treaty, regulation, directive, ordinance, by-law, order or any other enactment of legislative measure of government (including local government) statutory or regulatory body which has the force of law.
2.1.16   Any reference to a “person” includes, unless the context indicates a contrary intention, any natural person or individual or any juristic person, association, business, close corporation, company, concern, enterprise, firm, partnership, joint venture, trust, undertaking, voluntary association, body corporate and any similar entity, whether or not having separate legal capacity;
2.1.17   The word “writing” means legible writing and in English and includes printing, typewriting, lithography or any other mechanical process, as well as any electronic communication.
2.1.18   The word “notice” means a notice in writing, and “notify” means to give notice in writing.
2.1.19   The word “signature” includes an electronic signature as defined in Section 1 of the Electronic Communications and Transactions Act No. 25 of 2002 and “sign” includes appending such said electronic signature.
2.1.20   Any reference to “business hours” will be construed as being the hours between 09:00 and 16:30 (South African Standard Time [SAST]) on any business day.
2.1.21   “R” or “Rands” denotes the legal currency of South Africa.
2.1.22   No provision of the agreement will, unless otherwise stipulated, constitute a stipulation for the benefit of any person who is not a party to the Agreement.
2.1.23   References to a party include a reference to that party’s agents, representatives, successors in title, assigns, transferees and substitutes allowed at law.
2.1.24   When any party has a “discretion”, such expression means that the relevant party has the sole, absolute and unfettered discretion, with no requirement to act reasonably or provide reasons unless specifically required under the provisions of the agreement.
2.1.25   The expression “all reasonable efforts”, when used in regard to an obligation of any party, means taking, in good faith and with due diligence no less steps than those that would be taken by a commercially reasonable and prudent person in comparable circumstances.

3   ACCEPTANCE OF QUOTATION
3.1   To accept this quotation, client or client’s representative, as the case may be, must duly (a) sign and date this quotation in the designated space below, (b) initial each page of this quotation at the foot thereof and (c) thereafter deliver the quotation to SALDD’S physical address or transmit the quotation by e-mail to SALDD’S e-mail address.

4   VALIDITY OF QUOTATION
4.1   This quotation is valid and open for acceptance by client until 16:30 on the 5th (fifth) business day after the day on which it shall have been transmitted to client’s e-mail address, failing which this quotation will lapse and will not be capable of being accepted.

5   BINDING AGREEMENT
5.1   On client’s acceptance of this quotation a binding agreement, in terms whereof SALDD lets the equipment to client who hires the equipment from SALDD subject to the terms and conditions set out in this quotation, will automatically come into existence between client and SALDD (“the agreement”).

6   PERIOD OF HIRE
6.1   SALDD lets the equipment to client who hires the equipment from SALDD for the hire period.
6.2   The agreement will not automatically continue after the expiry of the hire period.

7   EARLY TERMINATION OF AGREEMENT
7.1   Notwithstanding the provisions of clause 6.1 above, client may return the equipment to SALDD prior to the quoted return date and in which event the agreement will, automatically and without any further act being required on the part of either of the parties, terminate at the time of client returning the equipment to SALDD.
7.2   Client will not have any claim against SALDD for a refund of any portion of the quoted amount and SALDD will not be under obligation to refund to client any portion of the quoted amount as a result of the early termination of the agreement contemplated in clause 7 above.

8   HOLDING DEPOSIT
8.1   Client must pay SALDD the holding deposit by no later than 16:30 on the acceptance date.
8.2   Payment of the holding deposit must be made without deduction or set-off by way of an electronic transfer of immediately available funds into SALDD’S banking account and which payment must reflect the quotation number as a payment reference.
8.3   In the event that client fails, for any reason, to collect the equipment by 10:00 on the quoted collection date as contemplated in terms of the provisions of clause 11.1 below or at such later time on the quoted collection date as SALDD may agree to ~
8.3.1   the agreement will, automatically and without any further act being required on the part of either of the parties, terminate at 10:00 on the quoted collection date or at such later time on the quoted collection date as SALDD may have agreed to;
8.3.2   SALDD will retain the holding deposit as a genuine pre-estimate of liquidated damages suffered by SALDD as a result of the termination of the agreement in terms of this clause 8.3 (subject however to the rights of client to contest such damages in terms of the Conventional Penalties Act No. 15 of 1963 should client wish to do so); and
8.3.3   subject to the provisions of clause 8.3.2 above, neither party will have any claim against the other party arising out of the termination of the agreement in terms of this clause 8.3.

9   PAYMENT OF QUOTED AMOUNT
9.1   As consideration for the hire of the equipment, client must pay SALDD the quoted amount by no later than the quoted collection date.
9.2   VAT is payable in respect of the letting of the equipment in terms of the agreement.
9.3   In the event of the rate at which VAT is chargeable being amended after client shall have accepted this quotation, but in circumstances in which the amended rate will apply to the letting and hiring of the equipment in terms of the agreement, then the quoted amount will be adjusted accordingly, the intention being that SALDD must receive and retain the same amount after payment of VAT regardless of the rate at which VAT is payable.
9.4   SALDD will issue client with a valid tax invoice for the quoted amount at the time that collection of the equipment takes place.
9.5   Unless client makes payment of the quoted amount by way of a debit or credit card speed-point payment at SALDD’S physical address, the payment of the quoted amount must be made without deduction or set-off by way of an electronic transfer of immediately available funds into SALDD’S banking account and which payment must reflect the quotation number as a payment reference.

10   SECURITY DEPOSIT
10.1   SALDD will hold the security deposit as security for the due fulfillment by client of all of client’s obligations under the agreement.
10.2   The security deposit must be paid to SALDD at the time of client collecting the equipment.
10.3   Unless client makes payment of the security deposit by way of a speed-point payment at SALDD’S physical address, the payment of the security deposit must be made without deduction or set-off by way of an electronic transfer of immediately available funds into SALDD’S banking account and which payment must reflect the quotation number as a payment reference.
10.4   Instead of accepting payment of the security deposit in the manner contemplated in clause 10.3 above, SALDD may elect to receive payment of the security deposit by way of a holding charge against a credit card issued in the name of client, and in which event, the acceptance of this quotation by client constitutes client’s irrevocable authority for SALDD to obtain authorisation and payment and to debit the said credit card with the total amount that client is liable to pay SALDD under the agreement, including in respect of any loss or theft of or damage to the equipment, up to the amount of the security deposit.
10.5   SALDD will apply the security deposit towards payment of the total amount that client is liable to pay SALDD under the agreement, including in respect of any loss or theft of or damage to the equipment.
10.6   If no amounts are owed to SALDD under the agreement at the time that the equipment is returned to SALDD, SALDD must refund the security deposit to client by no later than the 1st (first) business day after the day on which the equipment is returned to SALDD.
10.7   If there is loss or theft of or damage to the equipment, SALDD must, as soon as it is reasonable possible to do so, determine the amount that client is liable to pay SALDD under the agreement in regard thereto and notify client of such amount and in such notice set out the calculation thereof.
10.8   SALDD must, by no later than the 1st (first) business day after the day on which it shall have given client the notice contemplated in clause 10.7 above, refund client with so much of the security deposit as SALDD shall not have applied towards payment of the relevant amount contemplated in clause 10.7.

11   COLLECTION
11.1   Client must, subject to the other provisions of this quotation, collect the equipment from SALDD’S physical address by no later than 10:00 on the quoted collection date.
11.2   Collection of the equipment will be completed and deemed to have taken place as soon as the equipment is loaded onto the vehicle that is used to collect the equipment at SALDD’S physical address. Where the equipment is housed in a trailer, collection of the equipment will be completed and deemed to have taken place as soon as the trailer in which the equipment is housed is hitched to the vehicle that is used to collect the equipment at SALDD’S physical address.
11.3   At the time of client collecting the equipment from SALDD’S physical address, the parties must jointly complete, and then sign and date SALDD’S equipment collection inspection report that records the condition of the equipment at the time of the collection thereof by client.
11.4   Signature of SALDD’S equipment collection inspection report by client, client’s employee, representative or agent will be regarded as conclusive acceptance by client that at the time of collecting the equipment ~
11.4.1   Client was afforded a reasonable opportunity to inspect the equipment prior to collecting the equipment;
11.4.2   There were (a) no defects or damage to any visible part of the equipment and (b) no missing parts of the equipment except only for those defects, damages and / or missing parts recorded in SALDD’S equipment collection inspection report;
11.4.3   The equipment was in good repair and working order and, in so far as the equipment includes a trailer, the trailer was also in a roadworthy condition;
11.4.4   The equipment is fit for the purpose for which client hires the equipment;
11.4.5   Client was provided, in written format, with the warranty standards prescribed by the manufacturer of the equipment for the use thereof; and
11.4.6   The equipment was properly and completely collected.
11.5   Should client fail, refuse and / or neglect to complete and / or sign SALDD’S equipment collection inspection report mentioned in clause 11.3 above, client will be deemed to have accepted the contents of SALDD’S equipment collection inspection report as completed by SALDD.
11.6   The signature appearing on SALDD’S equipment collection inspection report will be deemed to be the authorised signature of client, client’s employee, representative or agent, notwithstanding the fact that SALDD’S equipment collection inspection report may have been signed by a person not authorised thereto by client.
11.7   SALDD will not bear any liability for any delays in regard to making any of the equipment available for collection by client on the quoted collection date and client will not have any claim against SALDD, including a claim for any loss of trade or profit suffered by client, as a result of any said delays.
11.8   SALDD will not permit collection of any of the equipment until SALDD shall have received payment of both the quoted amount in full and the security deposit in full or secured in the manner contemplated in clause 10.4 above.

12   CONDITION OF EQUIPMENT
12.1   Subject only to those defects, damages and / or missing parts recorded in SALDD’S equipment collection inspection report mentioned in clause 11.3 above, SALDD lets the equipment to client who hires the equipment from SALDD in the condition that the equipment is in as at the time of collection thereof.

13   USE OF EQUIPMENT
13.1   SALDD does not give any warranties to client in regard to the quality, effectiveness or suitability of the equipment for the purpose for which the equipment is hired, whether or not such purpose shall have been disclosed to SALDD.
13.2   Client must not use and undertakes not to use the equipment ~
13.2.1   for any purpose for which it was not intended to be used;
13.2.2   for any illegal purpose;
13.2.3   in any area where there is or may be a risk of, or any activity associated with, incidents of civil unrest, political disturbance or riot.
13.3   Client must use and undertakes to use the equipment strictly in accordance with the warranty standards prescribed by the manufacturer thereof that SALDD shall have furnished to client as contemplated in clause 11.4.5 above.
13.4   Client must not use and undertakes not to use any trailer which forms part of the equipment to convey any items other than those items which form part of the equipment.
13.5   Client must not use and undertakes not to take the equipment across any of the borders of South Africa and / or use the equipment outside the borders of South Africa.
13.6   Client must and undertakes, throughout the hire period, to take use all reasonable efforts ~
13.6.1   to ensure the safety and security of the equipment; and
13.6.2   to ensure that the equipment remains in good and working order, including ceasing all use of the equipment should the electronic diagnostics of the equipment indicate the presence of a fault or problem with the equipment.
13.7   Client undertakes to keep the equipment under its physical control throughout the hire period.
13.8   Client must not and undertakes not to permit any person to control or otherwise take possession of the equipment or to exercise any lien or right of retention over the equipment.
13.9   In the event that the equipment breaks-down, malfunctions or becomes defective, and regardless of the cause of the breakdown, malfunction or defect ~
13.9.1   client must notify SALDD thereof as soon as it is practically possible for client to do so (if client is not able to so notify SALDD in writing, then it must do so telephonically and confirm such telephonic notification in writing as soon as it is practically possible to do so thereafter) ; and
13.9.2   client must not repair or attempt to repair the equipment or replace or attempt to replace any part thereof without the prior written consent of SALDD.
13.10   If the cause of the breakdown or the malfunction of or the defect in the equipment contemplated in clause 13.9 above is due to ~
13.10.1   wear and tear to the equipment occasioned by normal use and degradation, SALDD will at its cost either repair or replace the equipment at the place where the equipment is at the time under client’s control. The election whether to repair or replace the equipment and whether to do so either at the place where the equipment is at the time under client’s control or at SALDD’S physical address will be within the discretion of SALDD; or
13.10.2   a breach by client of any of the provisions of the agreement, including due to the improper use of the equipment or a failure to use the equipment strictly in accordance with the warranty standards prescribed by the manufacturer thereof, client will be liable to SALDD for payment on demand of ~
13.10.2.1   the amount equal to the lesser of (a) the reasonable cost of repairing the equipment or (b) the equipment value amount, plus
13.10.2.2   the travelling fee at the travelling rate per kilometre travelled by SALDD’S technician or other employee from SALDD’S physical address to the place where the equipment is at the time under client’s control and return to SALDD’S physical address, should SALDD, in attending to the breakdown, be required to travel to the place where the equipment is at the time under client’s control; plus
13.10.2.3   an administrative fee in the amount that is equal to the lesser of (a) 10% of the amount payable in terms of clause 13.10.2.1 above or (b) the breakdown administration fee.
13.11   Client will not under any circumstances – save only for those circumstances caused directly by a malicious act (of commission or omission) on the part of SALDD – have any claim of any nature, including a claim for damages by reason, directly or indirectly, of any breakdown or malfunction of or defect in or interruption or interference in the use of the equipment, and regardless of the cause of such breakdown, malfunction, defect, interruption or interference.

14   DRIVER AND ADDITIONAL DRIVER
14.1   In the case of the equipment including a trailer (in which the equipment is housed), only the driver or the additional driver may tow such trailer during the hire period and client warrants to SALDD that no person other than the driver or the additional driver will tow such trailer during the hire period.
14.2   By signing this quotation in the designated space, the driver and, if applicable, the additional driver warrants to SALDD that he is at least 18 (eighteen) years of age and is in possession of a valid and unendorsed driver licence issued by the relevant South African licensing authority in respect of the class of vehicle driven by him and which is used to tow the trailer forming part of the equipment.

15   RISK
15.1   All risk of loss or theft of or any damage to the equipment will pass to client on the collection thereof.
15.2   Client will be liable to SALDD for the loss or theft of or damage to the equipment, regardless of the cause thereof and regardless of whether or not any such loss or damage is attributable to any fault on the part of client and / or the driver or the additional driver, as the case may be.
15.3   The extent of client’s liability contemplated in clause 15.2 ~
15.3.1   in respect of the loss or theft of the equipment will be the equipment value amount; and
15.3.2   in respect of damage to the equipment will be the lesser of (a) the reasonable cost of repairing the equipment or (b) the equipment value amount.
15.4   The amount for which client is liable to SALDD for in terms of the provisions of clause 15.2 is payable by client to SALDD by no later than the 3rd (third) business day after the day on which SALDD makes written demand on client for the payment thereof.


16   FINES
16.1   Client will be liable for any traffic fines issued directly to client, the driver or the additional driver, as the case may be, by the relevant traffic authorities in respect of any trailer which forms part of the equipment.
16.2   SALDD will, in respect of traffic fines that are issued to SALDD by the relevant traffic authorities in respect of the use during the hire period of any trailer which forms part of the equipment, notify the relevant traffic authorities that the person responsible for the payment of the relevant fine is client, the driver or the additional driver, as the case may be.
16.3   Client will be liable to SALDD for payment of the traffic fine administration fee in respect of each notification that SALDD gives to the relevant traffic authorities contemplated in clause 16.2.
16.4   The traffic fine administration fee is payable by client to SALDD by no later than the 3rd (third) business day after the day on which SALDD makes written demand on client for the payment thereof.
16.5   Client hereby indemnifies SALDD against the payment of all and any traffic fines that may be issued to SALDD by the relevant traffic authorities in respect of the use, during the hire period, of any trailer which forms part of the equipment.

17   RETURN OF EQUIPMENT
17.1   Client must return the equipment to SALDD’S physical address by no later than 16:30 on the quoted return date.
17.2   A breach by client of the provisions of clause 17.1 above will constitute the unlawful possession of the equipment by client.
17.3   The value of the equipment is deemed for all purposes of the agreement to be the equipment value amount.
17.4   In the event of client breaching the provisions of clause 17.1 above, SALDD may, without prejudice to any other rights of action or any other remedies which may be available to it in law or in terms of the agreement and without having to first give client the notice contemplated in clause 22.1 below, apply to a court of law having jurisdiction and as a matter of urgency for, amongst other orders, an order for the recovery of possession of the equipment from client and in the event that such order cannot be or is not granted for any reason, client will be liable to SALDD for payment of the equipment value amount.
17.5   Client must return the equipment to SALDD in no worse order and condition that it was in at the time of client having collected it, wear and tear thereto occasioned by normal use and degradation excepted.
17.6   At the time of client returning the equipment to SALDD, the parties must jointly complete, and then sign and date SALDD’S equipment return inspection report that records the condition of the equipment at the time of the return thereof to SALDD.
17.7   Should client fail, refuse and / or neglect to complete and / or sign SALDD’S equipment return inspection report mentioned in clause 17.6 above, client will be deemed to have accepted that the equipment, at the time of returning the equipment to SALDD, was in the condition stated in SALDD’S said equipment return inspection report, as completed by SALDD.

18   CONSEQUENTIAL DAMAGES
18.1   Subject to the provisions of clause 18.2 below, if the equipment undergoes repairs as a result of the equipment having been damaged and such damage was either caused by a breach of any of the provisions of the agreement on the part of client or the client otherwise assumed risk for such damage in terms of the agreement, client will be liable to SALDD for payment of any losses that SALDD suffers as a consequence of SALDD being unable to let the equipment for the period during which the equipment undergoes repairs.
18.2   The extent of SALDD’S losses contemplated in clause 18.1 above for which client will be liable, will be calculated at the daily or other rate of hire of the equipment that was used in the calculation the quoted amount, subject to a maximum period of 30 (thirty) days.
18.3   The amount of the losses for which client is liable to SALDD for in terms of the provisions of clause 18.2 above is payable by client to SALDD by no later than the 3rd (third) business day after the day on which SALDD makes written demand on client for the payment thereof.

19   INTEREST
19.1   Any amount payable by client to SALDD in terms of the agreement and which is not paid on the due date thereof will bear interest at the prescribed rate from the due date thereof until the date of payment thereof in full, and which interest will be calculated daily and compounded monthly on the last day of each month.

20   LIMITATION OF LIABILITY
20.1   Under no circumstances will SALDD be liable to client, regardless of the basis on which client may be entitled to claim damages from SALDD (including breach of any provision of the agreement or a breach of any warranty given in terms of the agreement, negligence, misrepresentation, or other contractual or delictual claim), for any special, incidental, punitive, or indirect damages, or for any economic consequential damages or lost profits or savings, even if foreseeable or even if it has been advised of the possibility of such damages.

21   EXCLUSION OF LIABILITY AND INDEMNITY
21.1   Client hereby indemnifies SALDD and holds it harmless from and against any and all claims, actions, damages, liability and expense in connection with loss of life, personal injury or damage to property arising out of the use of the equipment by client, the driver, the additional driver, client’s employees, contractors or any persons for whose actions the client is responsible in law, including but not limited to client’s failure to perform any of its obligations contained in or arising pursuant to the agreement. Should it transpire that SALDD is, without fault on its part, made a party to any litigation commenced by or against client, then client hereby indemnifies SALDD and holds it harmless against all claims forming the subject matter of such litigation and will on demand pay all costs, expenses and legal fees (including attorney and own client fees) reasonably incurred or paid by SALDD in connection with such litigation.

22   BREACH
22.1   Should any party (“the defaulting party”) commit a breach of any of the provisions of the agreement (other than those provisions which contain their own remedies or limit the remedies in the event of a breach thereof) and fail to remedy such breach within 5 (five) business days after written notice shall have been given to it by the other party (“the aggrieved party”) calling on the defaulting party to remedy such breach [or if it is not reasonably possible to remedy the breach within the said 5 (five) business day period, then within such further period as may be reasonable in the circumstances – the onus of demonstrating such reasonableness being on the defaulting party – provided however, that the defaulting party also furnishes evidence within the said 5 (five) business day period, to the reasonable satisfaction of the aggrieved party, that it has taken whatever steps are available to it to commence remedying the breach], the aggrieved party may, without prejudice to any other rights of action or any other remedies which may be available to it in law, but subject to the provisions of clauses 20.1 ~
22.1.1   claim immediate specific performance of any of the defaulting party’s obligations under the agreement, with or without claiming damages, whether or not such obligation shall have fallen due for performance and to require the defaulting party to provide security to the satisfaction of the aggrieved party for the defaulting party’s obligations, or
22.1.2   cancel the agreement, with or without claiming damages.

23   LEGAL COSTS
23.1   In the event of SALDD taking any steps against client (including, the institution of legal action) pursuant to a breach or a repudiation of the agreement on client’s part or to otherwise enforce its rights under the agreement or to defend any legal action instituted against it by client, SALDD, if successful, may recover from client all costs incurred by it in regard to taking such steps or defending any such said action brought against it by client, as the case may be, and which costs will include legal costs recoverable in accordance with the relevant tariff of the relevant court of law determined on the scale as between attorney-and-client.

24   SURVIVAL OF PROVISIONS
24.1   The termination of this Agreement for any reason will not affect ~
24.1.1   the rights of any of the Parties ~
24.1.1.1   that may have accrued before the termination of this Agreement; or
24.1.1.2   that specifically or by its nature survives the termination of the Agreement; or
24.1.2   such of the provisions of this Agreement which expressly provide that they will operate after any such termination or which of necessity must continue to have effect after such termination, notwithstanding that the clauses themselves do not expressly provide for this.

25   WHOLE AGREEMENT
25.1   The agreement contains all the express provisions agreed on by the parties with regard to the letting and hiring of the equipment and the parties hereby waive the right to rely on any alleged and / or express provision (albeit agreements, representations or warranties) not contained herein.
25.2   No party will be bound by any express term, representation, undertaking, warranty, promise or the like not recorded in this quotation (and the agreement), whether or not the same induced the conclusion of the agreement and / or whether or not the same was negligent.
25.3   The agreement will supersede all and any other agreements, discussions and / or understandings relating to the letting and hiring of the equipment, oral or written, that may have been entered into between SALDD and client prior to the acceptance date.

26   NO VARIATION
26.1   No amendment, addition or variation, novation or consensual cancellation of the agreement or any provision or term thereof (including this clause 26.1) or of any agreement, bill of exchange or other document issued or executed pursuant to or in terms of the agreement and no settlement of any disputes arising under the agreement will be binding on the parties unless recorded in writing and signed by the parties.

27   NO WAIVER
27.1   No waiver of any of the terms and conditions of the agreement will be binding for any purpose unless expressed in writing and signed by the party giving the same, and any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of a party in exercising any right, power or privilege will operate as a waiver, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege by such party. No relaxation or indulgence which a party may show or grant to any other party will in any way prejudice or be deemed to be a waiver of the first mentioned party’s rights under the agreement and will not preclude or estop the first mentioned party from subsequently exercising any rights enjoyed by it under the agreement.

28   CUMULATIVE RIGHTS AND WAIVER
28.1   No remedy expressly granted in the agreement to a party will be deemed to exclude any other remedy which would otherwise be available in law to such party. The respective rights and remedies of the parties under the agreement are cumulative, may be exercised as often as the parties consider appropriate and are in addition to their respective rights and remedies under common law.

29   SURVIVAL OF PROVISIONS
29.1   The termination of the agreement for any reason will not affect ~
29.1.1   the rights of any of the parties ~
29.1.1.1   that may have accrued before the termination of the agreement; or
29.1.1.2   that specifically or by its nature survives the termination of the agreement; or
29.1.2   such of the provisions of the agreement which expressly provide that they will operate after any such termination or which of necessity must continue to have effect after such termination, notwithstanding that the clauses themselves do not expressly provide for this.

30   SEVERABILITY
30.1   All provisions and the various clauses of the agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of the agreement which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever, will, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions and clauses of the agreement will remain of full force and effect. The parties declare that it is their intention that the agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof.

31   CHOSEN ADDRESSES
31.1   The parties select as their respective addresses for the purpose of citation and service of legal process the following physical addresses:
31.1.1   SALDD: SALDD’S physical address.
31.1.2   Client:   Client’s physical address set out part A of this quotation.
31.2   The parties select as their respective addresses for the purposes of giving or sending any notices, requests, demands, consents, invoices, other documents or communications of whatsoever nature (collectively referred to as “notices”) provided for or necessary in terms of the agreement, the following physical and e-mail addresses:
31.2.1   SALDD – marked “For the attention of The Members”
31.2.1.1   Physical address   :   SALDD’S physical address.
31.2.1.2   E-mail address   :   SALDD’S e-mail address
31.2.2   Client:
31.2.2.1   Physical address   :   Client’s physical address.
31.2.2.2   E-mail address   :   Client’s e-mail’s address.
31.3   A party may by notice to the other party change its chosen physical address to another physical address provided that the same is in South Africa and change its chosen e-mail address to another e-mail address.

32   NOTICES
32.1   Any notice required or permitted to be given or made in terms of the agreement will be valid and effective only if in writing.
32.2   Any notice to a party ~
32.2.1   delivered by hand at its chosen physical address ~
32.2.1.1   during business hours will be deemed (unless the contrary is proved) to have been received by that party on the date of delivery thereof; or
32.2.1.2   outside of business hours, will be deemed (unless the contrary is proved) to have been received by that party at 09:00 on the first business day following the date of delivery thereof; or
32.2.2   sent by e-mail to its chosen e-mail address ~
32.2.2.1   during business hours will be deemed (unless the contrary is proved) to have been received by that party on the date of transmission thereof provided that the addressee either acknowledges receipt or the sender requests, obtains and retains a ‘read receipt’ in confirmation of the successful transmission thereof; or
32.2.2.2   outside of business hours will be deemed (unless the contrary is proved) to have been received by that party at 09:00 on the first business day following the date of transmission thereof, provided that the addressee either acknowledges receipt or the sender requests, obtains and retains a ‘read receipt’ in confirmation of the successful transmission thereof.
32.3   Notwithstanding any provision of the agreement to the contrary, a (written) notice actually received by a party will be an adequate notice to it notwithstanding that it was not sent to or delivered at its chosen physical address or chosen e-mail address.


33   CO-OPERATION
33.1   The parties undertake, subject to the other provisions of the agreement, to do all things that may be necessary to give full effect to the provisions of the agreement.
34   GENERAL WARRANTIES BY CLIENT
35   Client warrants to SALDD that ~
35.1   it has the legal capacity and has taken all necessary corporate action required to empower and authorise it to accept this quotation (and thereby enter into the agreement).
35.2   the agreement constitutes an agreement valid and binding on it and enforceable against it in accordance with its terms;
35.3   to the best of its knowledge and belief (which knowledge and belief it warrants shall have been arrived by it after having made due and careful enquiry), it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of the agreement;
35.4   it is entering into the agreement as principal (and not as agent or in any other capacity); and
35.5   it is not relying on any statement or representation by or on behalf of SALDD, except those expressly set forth in the agreement.
35.6   Each of the warranties given by client in terms of clause 35 or any other clause of the agreement ~
35.6.1   is a separate warranty and will in no way be limited or restricted by inference from the terms of any other warranty or by any other words in the agreement;
35.6.2   continues and will remain in force notwithstanding the completion of any or all the transactions contemplated in the agreement;
35.6.3   insofar as it is promissory or relates to a future event, will be deemed to have been given as at the date of fulfilment of the promise or future happening of the event, as the case may be;
35.6.4   is a representation of fact that is material to the conclusion of the agreement; and
35.6.5   is relied on by SALDD in entering into the agreement.

36   WARRANTY OF AUTHORITY
36.1   The person who signs this quotation for and on behalf of client, by doing so, warrants that that he or she, as the case may be, is duly authorised to do so.