TERMS AND CONDITIONS

Btlsa Energy Pty Ltd– General Sales Terms and Conditions
(Review: 13.06.2022)
1. Applicability of the Terms
1.1 These General Sales Terms and Conditions (GSTCS) shall apply to any and all contracts for the sale and supply of products or services by Btlsa Energy Pty Ltd (“Seller”) to any purchaser (“Buyer”).
1.2 These GSTCS supersede all prior releases, proposals, agreements and understandings between the parties, whether oral or written.
1.3 Buyer shall not assign or transfer any rights or claims under these GSTCS without the prior written consent of Seller.
2. Orders and Prices
2.1 Seller's acceptance of all orders is subject to Buyer's acceptance to these GSTCS. Any of Buyer's terms and conditions which are different from or in addition to those contained in these GSTCS shall be of no effect unless specifically agreed to in writing by Seller.
2.2 Seller reserves the right to accept or refuse any order by Buyer.
2.3 The minimum acceptable order value is R 1 000 net. Sellers reserve the right to accept orders for lower value. In case the ordering value is lower than the indicated above, a charge of R 400 will be applied to the customer for the management of the order.
2.4 Lead times communicated by Seller are estimates only and do not give rise to any further commitment from Seller.
2.5 Any quotation from Seller is valid for 7 days unless otherwise agreed to by Seller in writing due to exchange rate fluctuations.
2.6 Applicable prices are the ones stated in Seller’s order acknowledgment and specifically override any prices referenced in Buyer’s purchase order.
2.7 Unless otherwise specified, the prices stated in the seller’s quotations and/or order acknowledgments are in ZAR and do not include transportation, insurance, Installation any sales, use, excise or other taxes, duties, fees, or assessments imposed by any jurisdiction when exported from within South Africa.
2.8 Orders may not be cancelled or modified, either in whole or part, without Seller’s express written consent. All cancelled orders are subject to a cancellation charge to be determined at Seller’s discretion, on the basis of the costs already incurred for the order at the moment of cancellation.
2.9 All prices and other terms are subject to correction for typographical or clerical errors.
3. Terms of payment
3.1 All payments must be executed in full  on order according to the currency set in the invoice. Buyer shall pay for products as specified in invoice terms (or order acknowledgment terms in case this act as proforma). Unless otherwise specified by the Seller, there are no discounts for early payments. Seller reserves the right to change the amount of or withdraw any credit extended to Buyer in writing.
3.2 Amounts not paid when due shall be subject to interest at the rate of one and one-half percent (1.5%) per month or, if less, the maximum rate permitted by law.
3.3 In the event of the bankruptcy or insolvency of Buyer, or the filing of any proceeding by or against Buyer under any bankruptcy, insolvency or receivership law, or in the event Buyer makes an assignment for the benefit of creditors, Seller may, at its election and without prejudice to any other right or remedy, exercise all rights and remedies granted to Seller by the applicable law as in the case of a default by Buyer under these GSTCS.
4. Delivery and Title of goods
4.1 Unless otherwise confirmed in writing by Seller, products shall be shipped Ex Works (Incoterms 2020) to the location designated by Buyer (subject to art. 9 - “Export control”), and all transportation charges and expenses shall be paid by Buyer, including the cost of any insurance, and any sales, use, excise or other taxes, duties, fees or assessments levied
4.2 Seller reserves the right to ship products free domicile. In such case, unless otherwise advised by Seller, orders to shipped to the United Kingdom, Ireland, and Spain (islands excluded) having a net value of less than R 30,000 will be charged a shipping and handling fee of 5% of the order value, or R 1 500,00, whichever is greater.
4.3 Title, risk of loss and/or damage to products shall pass to Buyer upon delivery of the products to the transportation company at the shipping point in case of Ex Works shipments, and upon proof of delivery in case of free domicile shipments.
4.4 In case of Ex Works shipments and after 2 weeks from Seller informing Buyer in writing that the products are ready for delivery, the Seller reserves the right to charge to Buyer a deposit fee of R 1 220,00 or higher per skid per each week of delay in collecting the goods.
4.5 Distributors are not authorized to sell or ship any products purchased under theses GSTCS outside of the country to which the products were initially shipped by Seller without prior written approval of Seller.
4.6 All products must be inspected upon receipt and claims filed by Buyer with the transportation company when there is evidence of shipping damage, either concealed or external.
4.7 The Buyer is under an obligation (ii) to examine the Products or cause them to be examined within a short period as is practicable in the circumstances after the Products have arrived at their destination and (ii) to give notice to the Seller in writing or by email specifying the nature of the defect/ lack of conformity no later than 3 (three) days after Buyer has discovered or ought to have discovered the defect / lack of conformity , Should the Buyer fail to do so, all Products delivered shall be deemed accepted by Buyer and Buyer shall lose the right to rely on any defect/ lack of conformity.
5. Intellectual property rights
5.1 The sale of products or provision of services hereunder does not convey any express or implied license under any patent, copyright, trademark, or other proprietary rights owned or controlled by Seller, whether relating to the products sold, service provided, or any manufacturing process or other matter. All rights under any such patent, copyright, trademark or other proprietary rights are expressly reserved by Seller. Furthermore, Buyer agrees not to infringe, directly or indirectly, any patents of Seller with any combination or system incorporating a product sold under these GSTCS.
5.2 Seller will defend any suit or proceeding brought against Buyer insofar as such suit or proceeding is based on a claim that the design or manufacture of products furnished
Btlsa Energy Pty Ltd.
Sering Ave, Sundra , Delmas 2200
South Africa
under these GSTCS which were manufactured solely to Seller's designs and specifications infringe any U.S. or European patent issued as of the date of shipment, provided Seller is promptly notified in writing of such suit or proceeding and is given full authority, information, and assistance by Buyer for such defense. Seller will pay all damages and costs based on such claim of infringement which are finally awarded against Buyer in any such suit or proceeding or paid by way of settlement, but Seller shall have no liability whatsoever with respect to any settlement made by Buyer without Seller's prior written consent. If such products are held to infringe any U.S. or European patent and their use or sale is enjoined, or if in the opinion of Seller such products are likely to become the subject of such a claim of infringement, Seller may, in its sole discretion and at its own expense, either procure a license which will protect Buyer against such claim without cost to Buyer, replace such products with non-infringing products, or require return of such products and refund an equitable portion of the price paid by Buyer to Seller for such products.
5.3 The foregoing states Seller's sole liability for any claim based upon or related to any alleged infringement of any patent or other intellectual property rights. Seller shall have no liability for any claim of infringement or damages based on a combination of products furnished under these GSTCS with products, equipment or materials not furnished hereunder, or based upon any items made with the products furnished under these GSTCS.
5.4 Buyer shall defend and hold Seller harmless against any expense, loss, costs, or damages resulting from any claimed infringement of patents, trademarks or other intellectual property rights arising out of compliance by Seller with Buyer’s designs, specifications, or instructions and installations.
5.5 Seller reserves the right to publicize that Buyer has purchased products from Seller.
6. Standard commercial warranty
6.1 Seller shall provide to the original purchaser a standard warranty for each of Seller’s commercial grade products provided under these GSTCS. The terms, limitations, and exclusions for the limited warranty for each product are available at Cree Lighting (creelighting-europe.com)
6.2 Seller reserves the right to modify its standard warranty at any time in its sole discretion.
7. Limitation of liability
7.1 Seller’s aggregate liability in damages or otherwise shall in no event exceed the amount, if any, received by seller from buyer for the purchases of products and services under these GSTCS. In no event shall Seller be liable for incidental, consequential or special loss or damages of any kind, however caused, or any punitive, exemplary, or other damages.
7.2 No action, regardless of form, arising out of or in any way connected with products or services furnished by Seller may be brought by Buyer more than one (1) year after the cause of action accrued.
8. Applicable laws and Dispute resolution
8.1 These GSTCS and all contracts for the sale and supply of products or services between Seller and Buyer shall be governed by the laws of South Africa including expressly the CISG (1980 Vienna. Convention on Contracts for the International Sale of Goods).
8.2 [If Buyer is domiciled in a European Union member State or in an EFTA country] Jurisdiction
For any controversy or claim (including, without limitation, any claim based on negligence, misrepresentation, strict liability or other basis) arising out of or relating to or connected with this Agreement/these GSTCS/ all contracts for the sale and supply of products or services between Seller and Buyer including those concerning their validity, interpretation, performance and termination, the Courts of South Africa, shall have exclusive jurisdiction; provided however that the Seller, at its sole option, shall have the right to bring proceedings before the Courts in the place of domicile of the Buyer .
8.3 [If Buyer is domiciled outside of the European Union and the EFTA]
Arbitration Any controversy or claim (including, without limitation, any claim based on negligence, misrepresentation, strict liability or other basis) arising out of or relating to or connected with this Agreement/these GSTCS/ all contracts for the sale and supply of products or services between Seller and Buyer including those concerning their validity,
interpretation, performance and termination, which involves an amount in excess of 50,000 Euro (exclusive of interest and costs), shall be settled by arbitration in accordance with the Rules of the Chamber of Arbitration of Milan, by a sole arbitrator appointed in accordance with the Rules, which are deemed to be incorporated by reference into this clause. The place of arbitration shall be Milan, Italy. The decision in such arbitration shall be final and binding.
Jurisdiction for claims up to 50.000 Euro - For any such controversy or claim which involves an amount of up to 50,000 Euro (exclusive of interest and costs), the Courts of Florence, Italy, shall have exclusive jurisdiction; provided however that the Seller, at its sole option, shall have the right to bring proceedings before the Courts in the place of domicile of the Buyer.
9. Export control
9.1 Seller’s export of the products, and any technical information related thereto, may be subject to national and/or international (e.g., UN) laws and regulations controlling their export and re- export, or limiting the export of certain products to specific countries (e.g., embargo regulations). Seller shall not be obligated under these GSTCS to export, transfer or deliver any products or related technical information to Buyer if prohibited by applicable laws or until all necessary governmental authorizations have been obtained. Seller shall not be liable under these GSTCS for any expenses or damages resulting from failure to obtain or delays in obtaining any required government authorizations.
9.2 Buyer shall comply fully with all national and/or international export administration and control laws and regulations that may be applicable to the export, re-export, resale, or other disposition of any products purchased from Seller.
10. General
10.1 If the products purchased from Seller are to be used in the performance of a government contract or subcontract, no government requirements or regulations shall be binding upon Seller unless specifically agreed to by Seller in writing. No modification, amendment, rescission, waiver, or other change in these GSTCS shall be binding on Seller unless agreed to in writing by Seller. The invalidity or unenforceability, in whole or in part, of any provision herein shall not affect the validity or enforceability of any other provision herein. Failure or delay on the part of either party to exercise any right, power, privilege, or remedy herein shall not constitute a waiver thereof.
Btlsa Energy Pty Ltd.
Sering Ave , Sundra , Delmas 2200 South Africa
10.2 The section headings contained herein are for convenience of reference only and are not to be used in the construction or interpretation of these GSTCS.
11. By accepting these General Sales Terms and Conditions, the Buyer declares to have read the Information Notice pursuant to Articles 13 and 14 of Regulation (EU) 2016/679 (GDPR) available on the site Privacy & Policy. The processing of personal data collected by Btlsa Energy Pty Ltd in relation to each purchase order (common data: contact data on the Buyer's side), is aimed exclusively at the execution of the same, the legal basis of the processing related to the relative purpose is therefore the execution of the contractual relationship. The personal data (i) will be processed in paper archive, computer or telematic form depending on the methods of collection and storage, (ii) may be communicated to our agents or distributors for the same purposes and (iii) may be stored on databases of the company and its group located also in the United States and in the UK, as reported in the full disclosure. The security standards of the files in which we store data are such that they ensure the protection of the personal data collected. Personal data will not be disclosed or communicated to third parties and will be kept for a period no longer than necessary for the purposes for which they
were collected and subsequently processed, and in any case will be deleted after 2 years from the last contact with the Purchaser. Their removal will in any case take place in a secure manner. For all matters not expressly provided for herein, reference is made to the aforementioned information notice, including the contacts for the exercise of rights by individuals whose personal data is processed by virtue of the relationship between the Company and the Purchaser.
For approval and confirmation
Buyer
Pursuant to and for the effects of art. 1341 Civil Code, the following clauses are specifically approved:
1. Applicability of the Terms.
2. Orders and Prices.
3. Terms of payment
4. Delivery and Title of goods
5. Intellectual property rights
6. Standard commercial warranty
7. Limitation of liability
8. Applicable laws and Dispute resolution
9. Export control
10. General
Buyer
Place and date
Btlsa Energy Pty Ltd reserves the right to change, modify the data at any time in its sole discretion and without prior notice