Entered into by and between AQUA THERMA
INVESTMENTS PROPRIETARY LIMITED
Registration Number: 2022/381558/07 (Hereinafter referred to as the "Seller") 26 Glen Road, Bramley, Johannesburg, Gauteng, 2190 This is a Master Sale Agreement, and the Solar Geyser Units to be sold to the Purchaser shall be recorded in a separate Sale Schedule, and sold to the Purchaser upon the terms and conditions of this Master Sale Agreement, as if included in such Sale Schedule. To be completed by the person signing this Agreement: I/We …….. the person signing this Master Sale Agreement on behalf of the Purchaser hereby certify, acknowledge, warrant, and agree that: 1. I/We understand the contents of this agreement, and have been provided with adequate opportunity to read the whole of this Master Sale Agreement, and have read and understand all of the Seller’s terms and conditions, as well as the Purchaser’s rights, risks, and obligations associated herewith; 2. No misrepresentations have been made to me by the Seller or any of its representatives or agents, as to the clauses, interpretations, and contents of this Master Sale Agreement. 3. Every Schedule marked as a Sale Schedule, which I may sign will form a part of, and be subject to the terms and conditions of this Master Sale Agreement. TERMS AND CONDITIONS OF SALE This agreement contains certain clauses which may: (i) impose risk or liability on you, or; (ii) cause you to indemnify us or a third party, or; (iii) which limit our liability to you or; (iv) be an acknowledgement of a fact by you. Nothing in this agreement should be understood to be an attempt to detract from yours or Aqua Therma Investments (Pty) Limited’s rights under the Consumer Protection Act 68 of 2008, (the “CPA”), to limit yours or our ability to exercise any such right, nor to limit any obligations that you or we may have under the CPA, but in entering this agreement, you acknowledge that, for purposes of the CPA, we are not the manufacturer, importer, distributor or retailer of the Solar Geyser Units being sold to you under this agreement. 1. DEFINITIONS AND INTERPRETATION 1.1. In this agreement, unless the context indicates otherwise: 1.1.1. “Commencement date” means the date that the Solar Geyser Unit is delivered by the Seller to the Purchaser; 1.1.2. “CPA” means the Consumer Protection Act 68 of 2008, (including its Regulations), as amended from time to time, if and only to the extent that it is applicable; 1.1.3. “Delivery date” means the date on which you sign the certificate of acceptance; 1.1.4. “Certificate of acceptance” means the certificate of acceptance, in the form required by us, which you complete and sign when you take delivery of the equipment; 1.1.5. “Payment date” means the date on which payment is made by the Purchaser to the Seller; 1.1.6. “Purchaser” means you as the Purchaser of the Solar Geyser Unit; 1.1.7. “Seller” means Aqua Therma Investments (Pty) Limited; 1.1.8. “The Parties” means you and us; “Party” means you or us; 1.1.9. “Sale price” means the price paid by the Purchaser for the Solar Geyser Unit; 1.1.10. “Recipient” means a third party who takes transfer of our rights in terms of clause 12; 1.1.11. “Solar Geyser Units” means a configuration of solar panels, reliant on the sun’s energy, and used to heat up stored water in a Geyser; 1.1.12. “Supplier” means an independent third party appointed by the Seller for the delivery of Solar Geyser Units to the Purchaser; 1.1.13. "VAT" means the tax leviable in terms of the Value Added Tax Act, 89 of 1991, as amended; 1.1.14. “We”, “us” or “our” means us, as the Seller; 1.1.15. “Working day” means any day other than a Saturday, Sunday or official public holiday in the Republic of South Africa; 1.1.16. “Your Premises" means the premises where the Solar Geyser Units will be installed, or any other premises to which the equipment may be moved with our prior written permission; 1.1.17. Headings of clauses are for convenience and may not be used to interpret this agreement. 1.1.18. Any reference to any legislation or subordinate legislation shall be a reference to that legislation or subordinate legislation as at the date of signature of the agreement by you, and as amended or substituted from time to time. 2. PERIOD OF THE AGREEMENT 2.1. This Agreement starts on the delivery date, irrespective of when it is signed by you or us, and will remain in place for an indefinite period subject to the provisions of the CPA. 3. DELIVERY, INSTALLATION AND ACCEPTANCE OF THE SOLAR GEYSER UNITS 3.1. The Seller will arrange for, and you must accept delivery of the Solar Geyser Unit from the Supplier. 3.2. Any pre-arranged delivery and/or installation dates are only estimates, and although the Seller and Supplier will try to adhere to any agreed delivery times, delivery of the Solar Geyser Units, is not guaranteed on the estimated dates, the Seller will not be liable for any costs or losses incurred by you as a result of any delay in delivery. 3.3. You acknowledge that: 3.3.1. When a Certificate of Acceptance is signed for the Solar Geyser Unit, the Seller can accept that the Solar Geyser Unit has been delivered, and in suitable condition, and you undertake the notify the Seller within 14, (fourteen) days from date of delivery of any defects in the Solar Geyser Units, or any operational problems with the Solar Geyser Unit, failing which, the Seller shall be deemed to have delivered the Solar Geyser Unit in good working order and condition. 3.3.2. In the event of the Purchaser notifying the Seller of any defects or operational problems within the aforesaid time period, the Seller and/or manufacturer will attend to rectify or remedy the problem complained of, provided that the defect or operational problem did not occur as a result of the Purchaser’s gross negligence, or breach of this Agreement. 3.4. You further agree that: 3.4.1. We have not made, and you do not rely on any representations given or made by us or our employees as to the state, condition, quality, or fitness of the Solar Geyser Unit, and that we will not be liable for any innocent or negligent misrepresentations made to you; 3.4.2. We are only selling the Solar Geyser Units to you, and are not the manufacturer thereof, have never inspected the Solar Geyser Units, and could therefore not reasonably have foreseen or discovered any defect and are therefore not reasonably responsible for any risk which occurs as a result of a defect; and 3.4.3. The manufacturer’s five-year warranty on the Solar Geyser Unit will be provided to the Purchaser on request. 3.4.4. Subject to the provisions of the CPA: 3.4.4.1. You will exercise any rights arising in relation to defects, failures or other matters referred to herein as against the supplier or manufacturer, as the case may be, of the Solar Geyser Units. In this regard we assign (give) to you the benefit of all supplier or manufacturer warranties which may be given to us in relation to the equipment for the duration of this agreement. You may not waive (give up) any of our rights, as purchaser and seller of the Solar Geyser Unit, as against the supplier, as seller; and 3.4.4.2. To the full extent permitted by the CPA and/or law, all express terms and warranties, (other than the ones set out in this agreement), and all implied terms, conditions and warranties are excluded; in particular, we give no warranties, expressly or impliedly other than any warranties provided by the manufacturer, or such applicable warranties as are implied into this agreement by the CPA, but only to the extent that they may not be limited or excluded in this agreement), and in this regard, the manufacturer of the Solar Geyser Units offers a five year warranty thereon; 4. SALE 4.1. For the sale of the Solar Geyser Unit, a sale price, as set out in the schedule, is required by the Seller, as a payment on the payment date; 4.2. The payments may be effected to the Seller by means of a once-off Electronic Funds Transfer payment, into the Seller’s bank account at date of delivery, on signature of the schedule. 4.3. You must pay the sale price without set-off or deductions of any kind, and free of bank or other charges. You may not claim any reduction of the sale price, or delay or refuse to make payment due to us on the basis of set off or any claim which you may have against us or for any other reason. 4.4. You understand that VAT is payable on the sale price, and VAT is charged under the Value Added Tax Act No. 89 of 1991. 5. OWNERSHIP, RISK, MAINTENANCE, USE AND RETURN OF THE EQUIPMENT 5.1. The Solar Geyser Unit will at all times belong to us until such time as it is sold to you, payment has been made, and delivery taken place, at which stage, ownership shall pass to you. 5.2. If this Agreement is terminated for any reason, the Solar Geyser Unit must be returned to us in the same condition as it was on the delivery date, fair wear and tear accepted. 5.3. Subject to your rights under the CPA, all responsibility for and risk of loss, damage, theft and destruction in and to the Solar Geyser Unit shall pass to you on the date of delivery. 6. INFORMATION 6.1. You acknowledge that all information inserted in this Master Sale Agreement is to the best of your knowledge, correct, unless you notify us to the contrary within, seven (7) days of receipt by you of a copy of this Master Sale Agreement. 7. BREACH OF AGREEMENT 7.1. You will be in breach of this agreement if you: 7.1.1. If you are in breach of this agreement, we may, (without affecting any of our other rights under this agreement or at law), immediately on written notice where your breach cannot be remedied, or where the default is capable of remedy and you do not remedy that default within ten (10) working days of written notice from us to do so, cancel this agreement, take the Solar Geyser Unit back, sell the Solar Geyser Unit through an auctioneer of our choice, and recover from you any amounts outstanding at date of cancellation; . 7.1.2. We may provide a certificate from any of our managers, whose position it will not be necessary to prove, showing any amount that is due to us and how it is calculated. Such certificate will on its mere production be prima facie proof, (that is, sufficient proof unless the contrary is proved), of any amount due and/or owing by you in terms of this agreement. 8. CESSION AND ASSIGNMENT 8.1. We may, without your consent or notice to you, cede, sell and/or pledge all or part of our rights under this agreement and/or delegate all or any part of our obligations under this agreement and/or transfer ownership of the Solar Geyser Units to any person, either absolutely or as security even though that cession and/or delegation may result in a splitting of claims against you, and you agree that you will recognise the cession, delegation and/or transfer. 9. NOTICES AND ADDRESSES The Parties hereby choose domicilium citandi et executandi for purposes hereunder: 9.1. Seller- Physical Address: E-mail: 9.2. Purchaser- Physical Address: E-mail: 9.3. Any party may, by written notice to the other party, change their domicilium citandi et executandi to another address within the Republic of South Africa. 10. GENERAL 10.1. This is the whole agreement between the Parties. 10.2. No change to, or cancellation of this Agreement, or waiver of our rights under this Agreement will be of any force or effect unless it is agreed in writing and signed by or on behalf of the Parties. 10.3. Any indulgence or special consideration we may give or have given you will not be seen as a waiver of any of our rights under this Agreement or in any way affect any of our rights against you. 10.4. South African law will govern this agreement. The Parties agree that any legal action can be instituted out of the appropriate Court having the requisite jurisdiction. 10.5. Each clause of this agreement is severable, the one from the other, and if any clause is found to be defective or unenforceable for any reason, by any competent Court, the remaining clauses shall be of full force and effect and continue to be of full force and effect.