A. INTRODUCTION

NeuroGig OSH Pty Ltd Terms and Conditions of Sale

The owner of the website:

NeuroGig OSH (Pty) Ltd
Unit
21 Park Acres

7 Eugene Marais Street

West Acres

Nelspruit

South Africa

1201

info@neurogig.com
Managing director: Esaias Jordaan
Company registration number: 2022/761246/07

To resolve a complaint regarding our site or services, or
to receive further information regarding use of our site and services, please
contact us.

 

GENERAL TERMS AND CONDITIONS

 

DEFINITIONS

 

1.1 ‘Buyer’ means the person, firm or company placing an
order with the Seller.

 

1.2 ‘Seller’ means NeuroGig OSH (Pty) Ltd.

 

1.3 ‘Goods’ means all goods and materials which are the
subject of the Buyer’s order or which are supplied to the Buyer by the Seller
under these

Conditions of Sale.

 

1.4 ‘Contract’ means the contract formed by the Seller’s
acceptance of the Buyer’s order.

 

FORMATION OF THE CONTRACT

 

2.1 There shall be no binding agreement between the
Seller and the Buyer until the Seller receives a valid order number from the
Buyer in writing. No

Order submitted shall be deemed to be accepted by the
Company unless and until confirmed in writing by the Seller. The Seller
specifically reserves the

right not to accept any Customer Order .

 

2.2 All orders are accepted subject to the Seller’s
Conditions of Sale. No terms or conditions put forward by the Buyer shall be
binding on the Seller

unless agreed in writing by the Managing Director of NeuroGig
OSH (Pty) Ltd.

 

2.3 No variation of these Terms shall be binding unless
agreed in writing by the Seller and the Buyer.

 

 

PRICES

 

3 Unless otherwise expressly agreed to the contrary, the
goods shall be sold and invoiced at the Seller’s prices in effect at the time
of shipment of the

Goods.

 

 

PAYMENTS

 

4.1 Unless otherwise expressly agreed in writing by the
Seller, payment shall be made in advance, in the currency stipulated by the
invoice, prior to the delivery of any products

ordered. Payment by letter of credit will only be allowed
upon approval by NeuroGig’s managing director.

 

4.2 Quotations automatically expire 30 calendar days from
the date issued unless otherwise stated in the quotation and are subject to
withdrawal by

notice within that period. Any purchase- or service order
issued by Buyer upon an expired quotation may be accepted by the Seller at its
sole discretion;

any such acceptance will be communicated to Buyer in
writing. Prices shown on the published price lists and other published
literature issued by

Company are not unconditional offers to sell and/or
perform services and are subject to change without notice.

 

 

4.3 The time of payment shall be of the essence of these
terms and conditions. If the Buyer fails to make any payment the Seller shall,
without prejudice

to any right which the Seller may have pursuant to any
statutory provision in force from time to time, have the right to cancel the
order.

 

4.4 The Buyer shall not be entitled to pay by letter of
credit.

 

4.5 The Seller shall be entitled to cancel the Contract
if the Buyer shall suffer any distress or execution to be levied on its goods
or if it makes any

arrangement with its creditor or enters into liquidation,
whether compulsory or voluntary, except for the purpose of amalgamation or
reconstruction or has

a receiver appointed of any of its property or assets, or
if the Buyer being an individual shall commit an act of bankruptcy or have a
receiving order made

against him. If any payment is not paid when due, the
Seller shall be entitled to suspend any further deliveries under this, or any
other Contract with the

Buyer and to cancel his Contract in whole or in part
without prejudice to its other rights and without incurring any liability to
the Buyer.

 

 

DELIVERY

 

5.1 Delivery dates are approximate and are based on
prompt receipt of all necessary information regarding the equipment to be
delivered, including but

not limited to any import/export authorizations required
by law or regulation. The Seller will use reasonable efforts to meet the
indicated delivery and

service dates but will not be held responsible for its
failure to do so. Risk of loss shall pass to Buyer upon delivery to a carrier.
In the event of any delay

in delivery caused by Buyer, the Seller will store and
handle all items at Buyer’s risk and will invoice Buyer for the unpaid portion
of the contract price, plus

applicable storage, insurance, and handling charges. The
invoice will be payable in full within 30 days from the invoice date. The
Seller has the right to

make partial shipments and bill for those shipments; The
Buyer will make payment in accordance with terms referenced in 4.1 above,
unless arranged

otherwise in writing. The Seller will not accept
responsibility for any shortages or damages unless all shipping containers and
packing materials are

retained for inspection.

 

5.2 The Seller shall not be liable to the Buyer for any
loss or damage, whether direct, indirect or consequential, if it is delayed or
prevented from delivering

the Goods or otherwise performing its contractual
obligations due to force majeure, Act of God, natural disasters, fire, flood,
explosion or earthquake,

serious accidents, prohibition or limitation of exports
or imports, any act of government, war, insurrections, riots, strikes or labour
disturbances (whether at

the Seller’s works or elsewhere), shortages of materials
or any other cause or event whatsoever beyond the reasonable control of the
Seller.

 

5.3 In the event of the occurrence of any of the causes
or events mentioned in Clause 5.2 above, the Seller may at its option either
suspend performance

or cancel the Contract or so much of it as remains
unperformed without liability for loss and without prejudice to the Seller’s
rights to receive payment of

the price of all Goods previously delivered or work
already done.

 

5.4 The Seller may make delivery by installments unless
otherwise agreed. Failure by the Buyer to accept or pay for any installment may
be treated by

the Seller as a repudiation of the Contract.

 

5.5 Unless otherwise specified in the Seller’s quotation
or Acceptance of Order, the Seller shall arrange delivery of the Goods to the
Buyer’s premises or

any other delivery point indicated in the Contract and
shall insure the Goods to the point of Delivery. If the Buyer fails to take
delivery of the Goods or fails

to give the Seller adequate delivery instructions at the
time stated for delivery (otherwise than by reason of any cause beyond the
Buyer’s reasonable

control or by reason of the Seller’s fault) then, without
limiting any other right or remedy available to the Seller, the Seller may
store the Goods until actual

delivery and charge the Buyer for the reasonable costs of
storage

 

5.6 If Goods are delivered in accordance with Clause 5.5
above, the Buyer will be responsible for, and at his own expense provide all
necessary labour to

off load the Goods on arrival at the delivery address.

 

5.7 No claim for short delivery or damage to the Goods
may be made unless notified to the Seller by registered letter within five
working days of the

receipt of the Goods by the Buyer.

 

5.8 Claims for non-delivery must be made within 28 days
of the advised date of dispatch of the goods.

 

 

RISK

 

6.1 The goods shall be subject to the risk, as quoted in
the relevant INCOTERMS, on the order acknowledgement.

 

6.2 If the Buyer arranges the carriage of the Goods from
the Seller’s premises, the Goods shall be at the Buyer’s risk immediately on
delivery to the

carrier and the Buyer must insure the goods accordingly.

 

6.3 If the Seller should arrange for delivery of the
Goods to the Buyer, the Seller retains all risk and is responsible for
insurance including, but not limited

to, damage in shipment, until the Seller has received
cleared funds payment in full of the price of the Goods.

 

6.3 Any typographical, clerical or other accidental
errors or omissions in any sales literature, quotation, price list, acceptance
of offer, invoice or other

document or information issued by the Supplier shall be
subject to correction without any liability on the part of the Seller.

 

 

RESERVATION OF TITLE

 

7.1 In respect of a Purchase Order for Equipment and
Accessories, the title to such Goods shall, notwithstanding delivery and the
passing of risk, not

pass to the Buyer until the Seller has received cleared
funds payment in full of the price of the Goods (including delivery charges)
and all other goods (of

any nature) agreed to be sold by the Seller to the Buyer
for which payment is then due.

 

7.2 Failure on the part of the Buyer to promptly pay any
interest due under the Contract shall give the Seller the right (without
prejudice to other remedies)

to repossess the Goods with or without prior notice and
to enter any premises in which the Goods may be for the purposes of
repossession.

 

7.3 Nothing in this Clause 7 gives the Buyer any right to
return the Goods in whole or in part, immediately payment becomes due under the
Contract. The

Seller shall have the right to sue the Buyer for such
payment together with interest and all other sums due from the Buyer,
notwithstanding any other

provisions of this Clause 7.

 

7.4 The Seller reserves the right to transfer ownership
to the Buyer of Goods supplied.

 

 

WARRANTIES

 

8.1 Unless otherwise notified in writing to the Buyer,
the Seller warrants to the Buyer that NEUROGIG designed and manufactured Goods
sold here-under will be

free from defects in materials and workmanship for a
period of three years from the date of receipt thereof by the Buyer. For all
other third-party supplied

items, a one year warranty will apply unless otherwise
stipulated. The Seller agrees that, provided the Buyer makes a full inspection
of the Goods

immediately upon receipt and notifies the Seller
forthwith of any defects which it discovers, after prior written notice from
the Buyer of such defects, it shall

repair or replace at the Seller’s option, any such Goods
(or parts thereof) which its examination discloses to have been defective and
which are returned

to the Seller’s designated factory in the United Kingdom,
transportation charges prepaid during the warranty period. The Seller shall
have no liability

under this warranty for any cost other than those of
repair or replacement as specified in this Clause 8.1, nor shall the Seller be
liable for any labour

charges involved in removal or replacement of the
defective Goods or parts thereof, in regards third-party supplied items. With
regards to Open-Source products: all of these products are licensed under International
Open-Source Hardware standard license terms. Open-source Hardware products have
been tested to certain specifications and offer a 12 month warranty on
workmanship and parts. These parts are often available from a variety of
vendors and can be exchanged by the end-user, under Neurogig’s guidance.  Ulers are invited to contribute to further
deverlopmnt of open-source instruments.

 

8.2 There are no warranties, express or implied, of
merchantability or of fitness for a particular purpose, or of any other kind,
except those made in Clause

9.1 hereto. In particular, and to the extent permissible
by law, all conditions and warranties which would otherwise be implied by
statute or under the

common law are hereby excluded. In no event shall the
Seller’s liability to the Buyer for any breach of the above warranty exceed the
price paid for the

goods with respect to which the claim is made. The Seller
shall under no circumstance be liable for any indirect, consequential or
incidental damages

arising either from breach of any of the warranties
contained in this agreement or from any cause whatsoever, even if the Seller
has been advised of the

possibility of such potential loss, except liability for
death or personal injury arising from the Seller’s proven negligence.

 

8.3 The standard warranty for all NEUROGIG designed and
manufactured goods is 12 months. The warranty only covers defective products
and not user related

damage and neglect. In the event of a product being
returned the Manufacturer will test the product and if the fault is found to be
caused by neglect, or

misuse then the buyer shall be charged for the
replacement part and the shipping of both the new part and the original part. NEUROGIG
will respond to any

issues within two working days following the buyer
reporting a fault, which should be reported both by phone and by e mail.
Depending on the part, the

buyer can expect to have the part repaired within four
weeks.

 

 

PATENTS & COPYRIGHT

 

9.1 The sale and delivery of the Seller’s equipment
and/or software to the Buyer will in no way transfer to the Buyer any right of
ownership in any patents,

copyrights, trademarks, technologies, designs,
specifications, drawings, or other intellectual property incorporated into the
equipment and/or software.

 

9.2 The Buyer warrants that any design or instruction
furnished or given by him shall not be such as will cause the Seller to
infringe any letters, patent

copyright, registered design or trademark, in the
execution of the Contract, and the Buyer will indemnify the Seller against all
damages, penalties, costs

and expenses to which the Seller may become liable as a
result of work done in accordance with the Buyer’s specification which involves
the infringement

of any letter, patent copyright or registered designs.

 

9.3 All plans, documents, drawings and specifications
published and supplied by the Seller are protected by copyright and may not be
disclosed to third

parties, other than the ultimate user, or be reproduced
without the Seller’s consent in writing.

 

 

TAXES

 

10.1 The Seller’s prices do not include any applicable
sales, goods/services, use, excise or similar taxes, and the amount of any such
tax which the Seller

may be required to pay or collect will be added to each
invoice and paid by Buyer unless Buyer has furnished the Seller with a valid
tax exemption

certificate acceptable to the taxing authorities prior to
shipment. If an exemption certificate provided to the Seller by Buyer is,
through no fault of the

Seller, subsequently determined to be invalid, the
previously unpaid sales, use, excise or similar tax will be billed to and paid
by Buyer.

 

10.2 The Buyer shall promptly pay when due all taxes,
duties and other charges upon the export, import, sale, purchase, ownership,
possession or use of

the Goods. The Buyer agrees to indemnify the Seller
against all such taxes, duties and other charges imposed upon the Seller. The
Seller reserves the

right to add the amount of any such taxes, duties or
other charges paid by the Seller to the total purchase price to be paid by the
Buyer.

 

 

SELLER’S REMEDIES

 

11 No relaxation, forbearance or delay by the Seller in
enforcing any of the terms and conditions herein shall prejudice, affect or
restrict the rights of the

Seller here-under, nor shall any waiver by the Seller of
any breach operate as a waiver of any subsequent or continuing breach thereof.

 

 

AMENDMENTS OR VARIATIONS

 

12 No amendment to or variation of these Conditions of
Sale or any part thereof shall be valid as against the Seller unless it is in
writing and signed by the

Managing Director of NeuroGig OSH (Pty) Ltd.

 

 

HEADINGS

 

13 Headings to the clauses in these Conditions of Sale
are inserted for convenience of reference only and shall not affect the
construction thereof.

SEVERABILITY

 

14 If any provision of the Contract is held by a Court to
be unenforceable in whole or in part the validity of the other provisions of
the Contract and the

remainder of the provision in question shall not be
affected

 

 

GOVERNING LAW & JURISDICTION

15 All contracts incorporating these Conditions shall be
governed by and construed in accordance with the laws of the Republic of South
Africa and the Buyer agrees to

submit to the
jurisdictions of the South African courts.

 

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