Terms and Conditions of Service
THESE TERMS AND CONDITIONS OF SERVICE (referred to as the “Agreement”) specifies the respective rights, duties and obligations
LETS PAVE PRETORIA (PTY) LTD, trading as PRETORIA PAVING (referred to as “Pretoria Paving”) with Registration number 2017/442073/07 and address 32 IDOL ROAD,LYNNWOOD GLEN,PRETORIA,GAUTENG,0081.
And (name and surname of the client), (referred to as “Client”)
with address where quoted
(collectively referred to as the “Parties” and individually as the “Party”)
Updated 13th February, 2019.
These Terms and Conditions (“Agreement”) govern the terms under which Pretoria Paving provides services to the Client. These Terms and Conditions constitute the entire Agreement between the parties. The Terms and Conditions must be accepted by the Client before Pretoria Paving can provide its services to the Client.
Pretoria Paving is a provider of paving services, including those desired by the Client. The Client has selected Pretoria Paving as its provider of choice to provide paving services during the term of this Agreement. This Agreement documents the terms and conditions under which the Client agrees to purchase such services, and under which Pretoria Paving agrees to provide such services.
2.0 Starting and Completion Dates
Work under this Agreement shall begin on *see quote* and be completed by *see quote*
3.0 Pretoria Paving’s Representations
3.1 Pretoria Paving shall familiarise itself with the nature and extent of the work, site locality, and all local conditions, by-laws and regulations that in any manner may affect cost, progress, performance or furnishing of the Work.
3.2 Pretoria Paving shall perform and be bound by all the terms and conditions of this Agreement and in strict conformity therewith shall perform and complete the job to be performed under this Agreement in a good and competent manner.
3.3 Pretoria Paving shall provide for and oversee all safety orders and precautions necessary to the reasonable safety of the work. In this regard, Pretoria Paving shall take reasonable precautions for the safety of all its employees and other persons whom the work might affect, all work and materials incorporated in the project, and all property and improvements on the construction site and adjacent areas, complying with all applicable by-laws, ordinances, rules, regulations and orders.
3.4 Pretoria Paving agrees to keep the work premises and adjoining ways free of waste material and rubbish caused by its work or that of its subcontractors. Pretoria Paving further agrees to remove all such waste material and rubbish on termination of the project, together with all its tools, equipment, machinery and surplus materials (unless otherwise instructed or agreed). Pretoria Paving agrees, on terminating its work at the site, to conduct general clean-up operations.
3.5 Pretoria Paving represents and warrants to the Customer that all materials used in the work will be new, of good quality, and free of defects.
3.6 Pretoria Paving shall comply with all by-laws and ordinances, rules, regulations, or orders of all local authorities relating to the performance of the work.
3.7 Pretoria Paving shall pay all taxes required by law in connection with work performed under this Agreement and shall secure all licenses and permits necessary for proper completion of the work, if and when applicable.
3.8 Pretoria Paving shall provide and pay for all labour, materials, and equipment, including tools, construction equipment, machinery, utilities, and all other facilities and services necessary for the proper completion of work.
4.0 Method of Payment
Payment shall constitute full compensation for all labour, materials, tools, equipment and incidentals necessary to complete the work in full accordance with the specifications. Payment consists of a 70% deposit and a final payment of 30% after project completion. Final payment shall become due upon the satisfactory completion of Pretoria Paving’s work, where the Customer will make payment within seven (7) days from the request for final payment. No cash deposits or cheques are accepted.
5.0 Contract Sum / Agreed Payment to Pretoria Paving
The Customer agrees to pay Pretoria Paving for the work performed under this Agreement for a lump sum in the amount R *As per quote* (South African Rand).
6.1 Without limiting its other rights or remedies, Pretoria Paving may terminate this Agreement with immediate effect by giving written notice to the Customer if:
- a) the Customer commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
- b) the Customer’s financial position deteriorates to such an extent that in Pretoria Paving’s opinion the Customer’s capability to adequately fulfil its obligations under the Agreement has been placed in jeopardy.
6.2 Without limiting its other rights or remedies, Pretoria Paving may suspend provision of the Services under the Agreement or any other Agreement between the Customer and Pretoria Paving if the Customer becomes subject to any of the events listed in clause 6.1 (a) to clause 6.1 (a), or Pretoria Paving reasonably believes that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Agreement on the due date for payment.
6.3 Without limiting its other rights or remedies, Pretoria Paving may terminate the Agreement with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Agreement on the due date for payment.
6.4 On termination of the Agreement for any reason the Customer shall immediately pay to Pretoria Paving all of Pretoria Paving’s outstanding unpaid invoices and interest.
6.5 Termination of the Agreement shall not affect any of the parties’ rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Agreement that existed at or before the date of termination.
6.6 Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
7.0 Correcting Work
When it appears to Pretoria Paving, during the course of construction, that any work does not conform to specifications, Pretoria Paving shall make necessary corrections so that such work will so conform, and in addition will correct any defects caused by faulty materials, equipment or workmanship.
8.0 Work Changes
The site plan/site sketch/scope of work as per quotation applies and cannot be altered unless Pretoria Paving makes corresponding adjustments in the quotation and alterations in the site plan. Changes shall be authorised by a written change order, signed by Pretoria Paving.
9.1 Pretoria Paving shall offer a 20-year guarantee on workmanship to ensure that the work performed under this Agreement, without reconstruction or major renovation, continues to satisfy its functional requirements for twenty (20) years. The guarantee shall not cover Acts of God and negligence by the Customer.
9.2 The Customer agrees that the supplier of the brick products shall provide a warranty for the bricks.
Safety precautions shall be used at all times during the progress of the work. As appropriate, workmen shall be furnished with the necessary safety equipment that will reduce the possibility of accidents. All Occupational Health and Safety Act requirements shall be observed.
Pretoria Paving shall at all times during the Agreement maintain in full force and effect Employer’s Liability, Workmen’s Compensation, Public Liability and Property Damage Insurance, including contractual liability coverage for the provisions of Indemnity. All insurance shall be by insurers and for policy limits acceptable to the Customer. Pretoria Paving agrees to furnish the Customer proof of such insurance upon the Client’s request.
12.0 Limitation of liability
12.1 Nothing in these Conditions shall limit or exclude Pretoria Paving’s liability for:
- a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
- b) fraud or fraudulent misrepresentation; or
- c) any matter in respect of which it would be unlawful for Pretoria Paving to exclude or restrict liability.
12.2 Subject to clause 12.1:
- a) Pretoria Paving shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement; and
- b) Pretoria Paving’s total liability to the Customer in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Contract Sum.
12.3 Pretoria Paving shall take all reasonable care to avoid damage to underground infrastructure but shall accept no liability for such damage.
Pretoria Paving will indemnify and save harmless the customer from and against any and all suits, actions, legal proceedings, claims, demands, damages, costs, expenses, and attorneys’ fees to the extent resulting from a willful or negligent act or omission of Pretoria Paving, its officers, agents, and employees in the performance of this Agreement; provided, however, that Pretoria Paving shall not be liable for any suits, actions, legal proceedings, claims, demands, damages, costs, expenses and attorneys’ fees arising out of a willful or negligent act or omission of the Customer.
14.0 Force majeure
14.1 Neither party shall be in breach of the Agreement nor liable for delay in performing, or failure to perform, any of its obligations under it if such a delay or failure result from an event, circumstances or cause beyond its reasonable control (Force Majeure Event).
14.2 Pretoria Paving shall use all reasonable endeavors to mitigate the effect of a Force Majeure Event on the performance of its obligations.
15.1 Pretoria Paving may at any time assign, transfer, subcontract or deal in any other manner with all or any of its rights or obligations under the Agreement.
15.2 The Customer may not assign, transfer, mortgage, or deal in any other manner with any or all of its rights or obligations under the Agreement without the prior written consent of Pretoria Paving.
16.1 Each party undertakes that it shall not at any time during or after termination of this Agreement, disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group to which the other party belongs, except as permitted by clause 16.2. For the purposes of this clause, group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
16.2 Each party may disclose the other party’s confidential information: (a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this Agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 16; and (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
16.3 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this Agreement.
17.0 Entire Agreement
17.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
17.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
No variation of this Agreement shall be effective unless it is in writing and signed by the parties or their authorised representatives.
No failure or delay by a party to exercise any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement.
21.1 Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or email.
21.2 A notice or other communication shall be deemed to have been received: if delivered personally; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed; or, if sent by fax or email, one Business Day after transmission.
21.3 The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.
22.0 Third Party Rights
No one other than a party to this Agreement shall have any right to enforce any of its terms.
23.0 Governing Law
The Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of South Africa.
Each party irrevocably agrees that the courts of South Africa shall have non-exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.