REFRIGERATION

FELLOWS

Commercial, Industrial and Transport Refrigeration we deliver quality service and products, making us your go to Refrigeration Fellows!

Terms and Conditions for Refrigeration Fellows (PTY) LTD

Terms and Conditions for Refrigeration Fellows (PTY) LTD

1. General Terms

By engaging Refrigeration Fellows (PTY) LTD for services, the customer agrees to the following terms and conditions. These terms apply to all services, including installations, maintenance, and repairs, provided by Refrigeration Fellows (PTY) LTD across South Africa, Namibia, and Lesotho.

  • Scope of Services: Refrigeration Fellows (PTY) LTD provides a comprehensive range of services, including but not limited to the installation, maintenance, and repair of refrigeration systems, HVAC units, and other related equipment.
  • Acceptance of Terms: By signing a contract or service agreement, or by accepting any service from Refrigeration Fellows (PTY) LTD, the Client acknowledges and agrees to these Terms and Conditions. These terms supersede any previous agreements or understandings, whether written or oral.
  • Changes to Terms: Refrigeration Fellows (PTY) LTD reserves the right to modify these Terms and Conditions at any time. Any changes will be made on our website https://reff.co.za/terms-and-conditions and will become effective upon acceptance by the Client or upon the continuation of services.
  • Client Responsibilities: The Client must provide accurate and complete information regarding the site conditions, access requirements, and any other relevant details to facilitate the provision of services. The Client must ensure that the site is safe and accessible for the Company’s personnel and equipment.
  • Compliance with Laws: Both parties must comply with all applicable laws, regulations, and codes of practice. Refrigeration Fellows (PTY) LTD will obtain any necessary permits or licenses required for the provision of services.

 

2. Payment Terms

2.1) Invoice Payment:

  • Due Date: Full payment of the invoice is due upon completion of the described work. Any payment not received within 30 days from the completion of work will incur interest at a rate of 3% per month.
  • Methods of Payment: Payments can be made via bank transfer, credit card, or any other method agreed upon in writing by both parties.
  • Partial Payments: The Company reserves the right to accept partial payments under specific conditions, but such acceptance will not waive the Company’s right to claim the remaining balance and applicable interest.

2.2) Disputed Invoices:

  • Notification Period: Any disputes regarding invoices must be raised within seven (7) days of receipt. Failure to notify Refrigeration Fellows (PTY) LTD within this period will result in the customer waiving any rights to contest the invoice.
  • Dispute Resolution: If a dispute is raised, the Client must provide a detailed written explanation of the grounds for the dispute. Both parties will engage in good faith negotiations to resolve the dispute within 14 days of notification.
  • Undisputed Amounts: The Client must pay any undisputed amounts within the original payment terms, even if a portion of the invoice is in dispute.

2.3) Collection Costs:

  • Responsibility for Costs: The customer agrees to cover all expenses incurred by Refrigeration Fellows (PTY) LTD for the collection of delinquent accounts, including but not limited to attorney’s fees, court costs, and any additional administrative fees.
  • Third-Party Collection: The Company may engage a third-party collection agency to recover outstanding debts. The Client agrees to reimburse any costs associated with such third-party collections.

2.4) Interest on Overdue Payments:

  • Interest Rate: Any payment not received within 30 days from the completion of work will incur interest at a rate of 3% per month.
  • Calculation of Interest: Interest will be calculated daily from the due date until the date of actual payment, compounded monthly.
  • Additional Late Fees: In addition to interest, a late fee of ZAR 250 may be applied to each overdue invoice as an administrative charge.

2.5) Advance Payments and Deposits:

  • Deposit Requirement: For certain projects, the Company may require an advance payment or deposit before commencing work. This will be specified in the quotation or contract.
  • Refund Policy: Deposits are generally non-refundable unless otherwise agreed in writing. If the project is cancelled by the Client, the deposit may be forfeited.

2.6) Payment Plans:

  • Eligibility: Payment plans may be available for large projects upon approval by the Company. The terms of the payment plan will be detailed in a separate agreement.
  • Default on Payment Plan: Failure to adhere to the payment plan schedule will result in the entire outstanding balance becoming due immediately, with applicable interest and late fees.

2.7) Invoice Adjustments:

  • Error Corrections: If any errors are found in the invoice, the Company will issue a corrected invoice. The Client must pay the corrected invoice within the original payment terms or within 14 days of receipt, whichever is later.
  • Credits and Rebates: Any agreed-upon credits or rebates will be applied to future invoices. The Company will not issue cash refunds for credits unless explicitly stated in the contract.

2.8) Retention of Title:

  • Ownership Rights: Title to all equipment and materials supplied by Refrigeration Fellows (PTY) LTD remains the property of Refrigeration Fellows (PTY) LTD until full payment is received.
  • Reclamation Rights: In the event of non-payment, Refrigeration Fellows (PTY) LTD reserves the right to reclaim the equipment. The Client must grant access to the premises for the Company to retrieve its property.

2.9) Payment Acknowledgement:

  • Receipts: The Company will provide a receipt for all payments received. Clients should retain receipts for their records.
  • Electronic Payments: For bank transfers and electronic payments, the Client must notify the Company with transaction details to ensure proper crediting of the payment.

3. Equipment Ownership and Security Interest

  • Title Retention:
    • Ownership Rights: Equipment and materials supplied by Refrigeration Fellows (PTY) LTD remains the property of the company until full payment is received. This ensures that the Client uses the equipment in accordance with the terms outlined by the Company.
    • Reclamation Rights: In the event of non-payment, Refrigeration Fellows (PTY) LTD reserves the right to reclaim the equipment. The Client must grant the Company access to their premises to retrieve the equipment without delay or obstruction.
    • Client Responsibilities: While the equipment is under the ownership of the Company, the Client is responsible for maintaining it in good working condition and safeguarding it against damage, theft, or misuse.
  • Security Interest:
    • Granting Security Interest: The customer grants Refrigeration Fellows (PTY) LTD a security interest in all supplied equipment and materials until payment is made in full. This security interest is enforceable under applicable laws and serves as a lien on the equipment to secure the payment obligations of the Client.
    • Filing and Perfection: Refrigeration Fellows (PTY) LTD may file a financing statement or similar document to perfect its security interest in the equipment. The Client agrees to execute any documents necessary to facilitate this process.
    • Priority of Security Interest: The security interest granted to Refrigeration Fellows (PTY) LTD will take priority over any other liens or claims on the equipment, except those explicitly agreed upon in writing by the Company.
  • Insurance Requirements:
    • Insurance Coverage: The Client must maintain adequate insurance coverage for all equipment supplied by the Company until full payment is made. The insurance should cover risks including but not limited to theft, fire, and accidental damage.
    • Proof of Insurance: The Client must provide proof of insurance to Refrigeration Fellows (PTY) LTD upon request. Failure to maintain insurance may result in additional charges or repossession of the equipment.
    • Naming the Company as Loss Payee: The insurance policy should name Refrigeration Fellows (PTY) LTD as the loss payee to ensure that any insurance proceeds are payable to the Company in the event of a claim.
  • Maintenance and Use:
    • Proper Use: The Client agrees to use the equipment only for its intended purpose and in accordance with the manufacturer’s instructions and guidelines provided by Refrigeration Fellows (PTY) LTD.
    • Maintenance Obligations: The Client is responsible for routine maintenance and care of the equipment to prevent unnecessary wear and tear. Any repairs or maintenance should be carried out by authorized service providers.
    • Notification of Issues: The Client must notify Refrigeration Fellows (PTY) LTD immediately of any defects, malfunctions, or damages to the equipment. Delays in reporting such issues may result in additional costs or liabilities for the Client.
  • Default and Repossession:
    • Events of Default: An event of default includes non-payment of invoices, violation of the terms and conditions, or any action that jeopardizes the Company’s security interest in the equipment.
    • Rights upon Default: Upon the occurrence of an event of default, Refrigeration Fellows (PTY) LTD may exercise its rights to repossess the equipment without prior notice. The Client will be liable for any costs incurred during the repossession process.
    • Remedies: In addition to repossession, the Company may pursue other legal remedies available under applicable laws, including seeking compensation for any losses or damages resulting from the default.
  • Return of Equipment:
    • Condition of Return: Upon termination of the agreement or repayment in full, the Client must return the equipment to Refrigeration Fellows (PTY) LTD in good working condition. Reasonable wear and tear to be charged at additional cost.
    • Inspection upon Return: The Company will inspect the returned equipment for any damages or missing components. The Client will be responsible for any repair or replacement costs identified during the inspection.
  • Amendments to Title and Security Interests:
    • Modifications: Any amendments to the title and security interest clauses must be in writing and signed by both parties. Verbal agreements or informal modifications will not be recognized.
    • Subordination Agreements: The Client may not subordinate the Company’s security interest to any third party without the prior written consent of Refrigeration Fellows (PTY) LTD.

 

4. Changes to Work and Additional Costs

4.1) Scope Changes:

  • Written Agreement: Any changes to the original scope of work must be agreed upon in writing by both parties. This includes alterations to the design, specifications, or installation procedures.
  • Cost Estimates: Refrigeration Fellows (PTY) LTD will provide a revised cost estimate for any changes requested by the Client. The Client must approve the new estimate before additional work commences.
  • Regulatory Modifications: The customer is responsible for any additional costs arising from changes required by regulatory authorities. This may include modifications to meet new safety, environmental, or building code standards.
  • Unforeseen Conditions: If unforeseen conditions arise during the course of work, which were not initially anticipated, Refrigeration Fellows (PTY) LTD will inform the Client and provide an estimate of the additional costs. The work will only proceed after the Client’s written approval.

4.2) Site Conditions:

  • Assumed Conditions: The quoted price assumes suitable site conditions for the placement and installation of equipment. This includes accessibility, structural integrity, and adequate space for installation.
  • Pre-Installation Survey: A pre-installation survey may be conducted to assess the site conditions. Any deviations from the assumed conditions will be documented, and the Client will be notified of any potential additional costs.
  • Client Obligations: The Client is responsible for preparing the site according to the specifications provided by Refrigeration Fellows (PTY) LTD. This includes ensuring clear access, removing obstructions, and providing necessary utilities.
  • Additional Charges: Any deviations from the assumed site conditions, such as hidden obstructions, unstable structures, or hazardous materials, will result in additional charges to the customer. These charges will be calculated based on the additional labour, materials, and time required to address the unforeseen issues.

4.3) Approval Process:

  • Change Orders: All changes to the scope of work must be documented in a change order, which includes a description of the work, the cost, and the impact on the project timeline. Both parties must sign the change order for it to be valid.
  • Time Extensions: Any changes that extend the project timeline will be communicated to the Client, and a new completion date will be agreed upon. The Client acknowledges that changes to the scope of work may result in delays.

4.4) Cost Increases:

  • Material Price Fluctuations: In cases where there are significant increases in the cost of materials between the time of the quote and the actual purchase, Refrigeration Fellows (PTY) LTD reserves the right to adjust the quoted price accordingly. The Client will be informed of any such increases.
  • Labour Costs: If changes to the work scope require additional labour, these costs will be added to the final invoice. Labour costs will be calculated based on the rates specified in the original agreement or as updated in the change order.
  • Third-Party Services: Any additional third-party services required due to changes in the scope of work will be billed to the Client. This includes subcontractors, specialists, or additional inspections.

4.5) Client-Initiated Changes:

  • Requests for Changes: Clients may request changes to the scope of work at any time. Such requests must be made in writing and will be subject to the approval of Refrigeration Fellows (PTY) LTD.
  • Impact on Project: The Client must understand that requested changes may impact the project cost and timeline. Refrigeration Fellows (PTY) LTD will provide a revised estimate and schedule for approval before proceeding with the changes.

4.6) Dispute Resolution:

  • Resolution of Disagreements: In the event of a disagreement regarding changes to the work or additional costs, both parties agree to engage in good faith negotiations to resolve the issue. If a resolution cannot be reached, the dispute will be handled according to the dispute resolution clause in these Terms and Conditions.

5. Warranties and Limitations

5.1) Warranty Period
 5.1.1) Warranty Coverage: Refrigeration Fellows (PTY) LTD warrants that all work will be free from defects in materials and workmanship for a period of one (1) year from the date of completion. This warranty applies to all services provided, including installations, maintenance, and repairs.
5.1.2) Manufacturer Warranties: Manufacturer warranties may apply to certain equipment, or materials used by Refrigeration Fellows (PTY) LTD. These warranties take precedence over the company’s warranty and will be honoured according to the manufacturer’s terms and conditions.
5.1.3) Warranty Claims: To make a warranty claim, the Client must notify Refrigeration Fellows (PTY) LTD in writing within the warranty period, providing a detailed description of the defect. The company will inspect the issue and determine the appropriate course of action.

5.2) Exclusions
5.2.1) Improper Use: This warranty does not cover defects or damages resulting from improper use, including but not limited to misuse, abuse, or use of the equipment for purposes other than those for which it was designed.
5.2.2) Unauthorized Maintenance: The warranty is void if maintenance or repairs are performed by unauthorized parties. Only maintenance conducted by Refrigeration Fellows (PTY) LTD or its authorized representatives is covered under this warranty.
5.2.3) External Factors: This warranty does not cover defects or damages resulting from external factors such as weather conditions, power surges, or other environmental influences outside the control of Refrigeration Fellows (PTY) LTD.

5.3) Liability
5.3.1) Limitations: Refrigeration Fellows (PTY) LTD’s liability for defective products or workmanship is limited to the replacement or repair of the defective parts. The company disclaims all other warranties, including implied warranties of merchantability and fitness for a particular purpose.
5.3.2) Indirect Damages: Refrigeration Fellows (PTY) LTD is not liable for any indirect, incidental, or consequential damages arising from the use of its services or products, including but not limited to loss of revenue, downtime, or business interruptions.
5.3.3) Maximum Liability: The maximum liability of Refrigeration Fellows (PTY) LTD, whether in contract, tort (including negligence), or otherwise, is limited to the amount paid by the Client for the specific service or product giving rise to the claim.

5.4) Remedies
5.4.1) Repair or Replacement: In the event of a defect covered by this warranty, Refrigeration Fellows (PTY) LTD will, at its discretion, either repair the defective part or replace it with a new or refurbished part of equivalent quality.
5.4.2) Refunds: If repair or replacement is not feasible, Refrigeration Fellows (PTY) LTD may choose to refund the amount paid by the Client for the defective service or product.
5.4.3) Exclusive Remedies: The remedies provided in this section are the exclusive remedies available to the Client for any defects or breaches of warranty by Refrigeration Fellows (PTY) LTD.

6. Risk of Loss and Inspection

6.1) Risk Transfer
6.1.1) Transfer of Risk: The risk of loss or damage to the equipment passes to the Client upon delivery, regardless of whether the equipment is installed by Refrigeration Fellows (PTY) LTD or any other party. Delivery is deemed to occur either when the equipment is handed over to the Client or to a carrier for transport to the Client’s site, whichever occurs first.
6.1.2) Client Responsibility: From the moment of delivery, the Client assumes full responsibility for the care, custody, and control of the equipment. This includes ensuring that the equipment is stored, installed, and used in a manner consistent with the manufacturer’s guidelines and industry best practices.
6.1.3) Insurance: The Client is advised to obtain adequate insurance coverage for the equipment from the moment of delivery. Refrigeration Fellows (PTY) LTD shall not be liable for any loss or damage to the equipment after the risk has passed to the Client.

6.2) Inspection
6.2.1) Inspection Upon Delivery: The Client is responsible for inspecting the equipment upon receipt. This inspection should include checking for any visible defects, damages, or discrepancies between the equipment delivered and the equipment ordered.
6.2.2) Notification of Defects: If any defects, damages, or discrepancies are discovered during the inspection, the Client must notify Refrigeration Fellows (PTY) LTD in writing within five (5) days of delivery. Failure to provide timely notice will result in the Client waiving any right to claim that the equipment was defective or nonconforming at the time of delivery.

6.3) Nonconforming Products
6.3.1) Replacement or Refund: If the equipment is found to be nonconforming, Refrigeration Fellows (PTY) LTD will, at its discretion, either replace the equipment with conforming goods or issue a refund for the nonconforming items. This remedy is available only if the Client has notified the company of the nonconformance within the specified inspection period.
6.3.2) Return of Nonconforming Goods: Refrigeration Fellows (PTY) LTD may require the Client to return the nonconforming equipment at the Client’s expense before any replacement or refund is processed. The equipment must be returned in its original packaging and in the same condition as when it was delivered.

6.4) Exclusions
6.4.1) Third-Party Handling: Refrigeration Fellows (PTY) LTD is not responsible for any loss, damage, or defects that occur during or after delivery if the equipment is handled by third parties not authorized by the company. This includes transportation, installation, and maintenance carried out by the Client or other contractors.
6.4.2) Post-Delivery Damage: Any damage to the equipment that occurs after the initial inspection and acceptance by the Client is the sole responsibility of the Client. Refrigeration Fellows (PTY) LTD will not be liable for repairs, replacements, or refunds for such damages.

6.5) Remedies and Limitations
6.5.1) Exclusive Remedy: The remedies provided in this section for nonconforming products are the exclusive remedies available to the Client. Under no circumstances will Refrigeration Fellows (PTY) LTD be liable for any incidental, consequential, or indirect damages related to the loss, damage, or nonconformance of the equipment.
6.5.2) Limitation of Claims: Any claims related to risk of loss, inspection, or nonconforming products must be made in accordance with the procedures outlined in this section. Claims that do not comply with these procedures will be deemed invalid.

 

7. Liability and Indemnification

7.1) Limitations of Liability
7.1.1) Refrigeration Fellows (PTY) LTD’s liability for any damages arising from the performance of services is strictly limited to the amount paid by the Client for the specific service or product that gave rise to the claim.
7.1.2) Under no circumstances shall Refrigeration Fellows (PTY) LTD be liable for any indirect, incidental, or consequential damages, including but not limited to loss of revenue, profits, or business opportunities, even if the company has been advised of the possibility of such damages.
7.1.3) The Client agrees that any claims for damages must be brought within a reasonable time and in no event later than one (1) year from the date the cause of action arose.

7.2) Indemnity
7.2.1) The Client agrees to indemnify, defend, and hold harmless Refrigeration Fellows (PTY) LTD, its employees, agents, and subcontractors from any and all claims, damages, losses, liabilities, and expenses (including attorney’s fees and court costs) arising out of or related to the Client’s use, misuse, or inability to use the equipment or services provided by Refrigeration Fellows (PTY) LTD.
7.2.2) This indemnification obligation extends to any claims made by third parties, including but not limited to the Client’s customers, contractors, or suppliers, except where such claims result directly from the gross negligence or willful misconduct of Refrigeration Fellows (PTY) LTD.
7.2.3) The Client’s indemnity obligations include, but are not limited to, claims related to property damage, personal injury, or death arising out of the Client’s operations or use of the equipment provided by Refrigeration Fellows (PTY) LTD.

7.3) Exclusive Remedies
7.3.1) The remedies provided in this section are the exclusive remedies available to the Client with respect to any liability or indemnification obligations.
7.3.2) The Client agrees that no other remedies, including but not limited to specific performance or injunctive relief, shall be available under these terms and conditions, except as expressly provided herein.
7.3.3) Any settlement of claims must be agreed upon in writing by both parties and shall be binding only to the extent of the settlement amount.

7.4) Limitation of Claims
7.4.1) The Client agrees that any claims related to liability and indemnification must be made in accordance with the procedures outlined in this section.
7.4.2) Claims that do not comply with these procedures will be deemed invalid, and Refrigeration Fellows (PTY) LTD shall have no further obligation or liability with respect to such claims.
7.4.3) The Client acknowledges that the limitations and exclusions of liability set forth in this section are fair and reasonable in the context of the services provided by Refrigeration Fellows (PTY) LTD.

8. Termination and Breach

8.1) Termination for Cause
8.1.1) Right to Terminate: Refrigeration Fellows (PTY) LTD reserves the right to terminate the agreement and cease all services immediately if the Client fails to make any payment when due or commits any other material breach of these terms and conditions. Termination shall be effective upon written notice to the Client.
8.1.2) Liability Upon Termination: In the event of termination for cause, the Client remains liable for all services rendered up to the point of termination, including any associated costs and expenses incurred by Refrigeration Fellows (PTY) LTD. This includes, but is not limited to, costs for materials, labour, and any subcontractor services engaged by the company.
8.1.3) Reclamation of Equipment: Upon termination for non-payment or breach, Refrigeration Fellows (PTY) LTD may reclaim any equipment or materials supplied to the Client under the agreement. The Client grants the company, its agents, or subcontractors access to the premises for the purpose of reclaiming such equipment.

8.2) Consequences of Breach
8.2.1) Client’s Obligations: In the event of a breach by the Client, Refrigeration Fellows (PTY) LTD may pursue all available legal remedies, including but not limited to the recovery of damages, enforcement of security interests, and repossession of equipment.
8.2.2) Cure Period: Where applicable, Refrigeration Fellows (PTY) LTD may, at its discretion, provide the Client with a reasonable period to cure the breach. If the breach is not cured within the specified period, the company reserves the right to proceed with termination and enforcement of its rights under these terms.
8.2.3) Impact on Future Engagements: Any breach of these terms by the Client may impact future engagements with Refrigeration Fellows (PTY) LTD. The company reserves the right to refuse future services to the Client or to require additional guarantees or prepayments before commencing new work.

8.3) Termination Without Cause
8.3.1) Mutual Agreement: The agreement may be terminated without cause by mutual consent of both parties. Such termination must be in writing and agreed upon by both the Client and Refrigeration Fellows (PTY) LTD.
8.3.2) Settlement of Accounts: In the event of termination without cause, both parties shall settle any outstanding accounts promptly. The Client is liable for all services rendered up to the point of termination, while Refrigeration Fellows (PTY) LTD will return any payments made for services not yet rendered, subject to deductions for any costs incurred.

8.4) Force Majeure
8.4.1) Excusable Delays: Neither party shall be considered in breach of these terms if the failure to perform or delay in performing any obligation is due to events beyond their control, including but not limited to natural disasters, acts of government, strikes, or other labour disturbances.
8.4.2) Notification and Continuance: The affected party must notify the other party in writing as soon as practicable of the force majeure event and its impact on the performance of obligations. The obligations under the agreement shall be suspended for the duration of the force majeure event, but both parties will make reasonable efforts to resume performance as soon as possible.

8.5) Dispute Resolution
8.5.1) Mediation: In the event of a dispute arising out of or in connection with these terms and conditions, the parties agree to first attempt to resolve the dispute through mediation, conducted by a mediator mutually agreed upon by the parties.
8.5.2) Legal Action: If mediation fails to resolve the dispute, either party may pursue legal action in a court of competent jurisdiction. The prevailing party in any such legal action shall be entitled to recover its reasonable attorney’s fees and court costs from the non-prevailing party.

9. Governing Law and Jurisdiction

 9.1) The terms and conditions set forth in this agreement are governed by and construed in accordance with the laws of South Africa, Namibia, and Lesotho, depending on the location of the service provided or the equipment delivered.

9.2) In the event that Refrigeration Fellows (PTY) LTD provides services or delivers equipment in countries not specifically listed above, the customer agrees that the laws of South Africa will govern the agreement. The customer further consents to the jurisdiction of the courts in South Africa for the resolution of any disputes arising out of or relating to this agreement.

9.3) Any disputes that arise in relation to this agreement shall be resolved in the courts of the country in which the services were primarily rendered or where the equipment was delivered, unless both parties agree in writing to submit to the jurisdiction of another country. Should the parties not reach an agreement on the jurisdiction, the courts of South Africa will have exclusive jurisdiction.

9.4) This agreement shall also adhere to any mandatory laws applicable in the country where the services are provided or the equipment is delivered, which may override this governing law clause in specific circumstances, as required by international legal standards.

10. Miscellaneous

10.1) Force Majeure
10.1.1) Refrigeration Fellows (PTY) LTD shall not be held liable for any delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, strikes, labour disputes, civil unrest, governmental actions, pandemics, wars, or any other events that are unforeseeable or unavoidable.

10.1.2) In the event of a force majeure occurrence, the affected party shall promptly notify the other party in writing and make reasonable efforts to mitigate the impact of such events. The time for performance under this agreement shall be extended for a period equal to the duration of the force majeure event.

10.2) Entire Agreement
10.2.1) These terms and conditions, along with any related service agreements, quotes, and invoices, constitute the entire agreement between the parties and supersede any prior or contemporaneous agreements, negotiations, representations, or understandings, whether written or oral.

10.2.2) No amendment, modification, or waiver of any provision of this agreement shall be valid unless made in writing and signed by authorized representatives of both parties. Any waiver of any term or condition shall not be deemed a waiver of any subsequent breach or default.

10.3) Severability
10.3.1) If any provision of this agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from the agreement, and the remaining provisions shall continue in full force and effect.

10.4) No Waiver
10.4.1) Failure by either party to enforce any right or provision of this agreement shall not be deemed a waiver of such right or provision.

10.5) Assignment
10.5.1) The customer shall not assign or transfer any rights or obligations under this agreement without the prior written consent of Refrigeration Fellows (PTY) LTD. Any attempted assignment without such consent shall be void.

10.6) Notices
10.6.1) All notices required or permitted under this agreement shall be in writing and shall be delivered by hand, email, or registered mail to the addresses provided by the parties.

10.7) Headings
10.7.1) The headings used in this agreement are for reference purposes only and shall not affect the interpretation of any provisions.

11. Travel and Site Access

11.1) Travel Charges
11.1.1) Refrigeration Fellows (PTY) LTD charges for travel time and associated costs when performing services at locations beyond its standard service area. These charges include, but are not limited to, mileage, fuel costs, toll fees, accommodation, and subsistence expenses for technicians and other personnel.

11.1.2) Travel charges will be clearly stated in the quotation or service agreement, and the customer agrees to bear these costs in addition to the service fees. The customer acknowledges that any changes in the service location or additional travel requirements may result in additional charges.

11.2) Site Access
11.2.1) The customer is responsible for providing Refrigeration Fellows (PTY) LTD with safe and unobstructed access to the site where services are to be performed. This includes, but is not limited to, access to the necessary facilities, utilities, and equipment.

11.2.2) If site access is restricted, delayed, or unsafe, Refrigeration Fellows (PTY) LTD reserves the right to reschedule the service or impose additional charges for the time lost or for any additional efforts required to secure access.

11.3) Remote Locations
11.3.1) For services rendered in remote or difficult-to-access locations, the customer agrees to cover any additional costs associated with such services, including but not limited to, the use of specialized vehicles, equipment, or personnel.

11.3.2) The customer acknowledges that services in remote areas may be subject to longer lead times and potential delays due to logistical challenges. Refrigeration Fellows (PTY) LTD will make reasonable efforts to meet agreed-upon timelines but shall not be liable for delays caused by factors beyond its control.

11.4) International Travel
11.4.1) When services are required outside of South Africa, Namibia, or Lesotho, the customer agrees to cover all travel-related expenses, including visas, travel insurance, vaccinations, and any other necessary documentation or precautions.

11.4.2) The customer agrees to comply with all applicable local laws and regulations in the country where the services are being performed. Refrigeration Fellows (PTY) LTD reserves the right to refuse service if the local conditions are deemed unsafe or non-compliant with international standards.

11.4.3) Any disputes arising from services rendered outside of South Africa, Namibia, or Lesotho will be governed by the laws of South Africa, unless otherwise agreed in writing by both parties, and will be subject to the jurisdiction of the courts in South Africa.

11.5) Permits and Authorizations
11.5.1) The customer is responsible for obtaining all necessary permits, authorizations, and permissions required for Refrigeration Fellows (PTY) LTD to perform the services at the specified location. Any delays or additional costs arising from the failure to obtain such permits shall be the responsibility of the customer.

11.5.2) Refrigeration Fellows (PTY) LTD will not be held liable for any fines, penalties, or legal actions resulting from the customer’s failure to secure the appropriate permits or authorizations.

12. Health and Safety

12.1) Company Adherence to Health and Safety Protocols
12.1.1) Refrigeration Fellows (PTY) LTD is committed to maintaining the highest standards of health and safety in all aspects of its operations. The company adheres to all applicable local, national, and international health and safety regulations, and ensures that its employees are trained and equipped to perform their duties safely.

12.1.2) The company regularly reviews and updates its health and safety policies to reflect current best practices and regulatory requirements. All employees are required to follow these policies strictly, and any breaches of safety protocols will be addressed promptly.

12.2) Client’s Responsibility for a Safe Working Environment
12.2.1) The customer agrees to provide a safe and hazard-free working environment for the personnel of Refrigeration Fellows (PTY) LTD. This includes ensuring that the site complies with all relevant health and safety laws and regulations and that any potential risks are minimized.

12.2.2) The customer must inform Refrigeration Fellows (PTY) LTD of any known hazards or risks at the site, including, but not limited to, the presence of hazardous materials, unsafe structures, or any other conditions that may pose a risk to the health and safety of the company’s employees.

12.2.3) If the company’s personnel encounter unsafe conditions or potential hazards that were not disclosed, Refrigeration Fellows (PTY) LTD reserves the right to suspend work until the hazards are addressed. Any costs associated with delays or additional safety measures will be borne by the customer.

12.3) Incident Reporting and Emergency Procedures
12.3.1) In the event of an accident, injury, or health and safety incident at the site, both the customer and Refrigeration Fellows (PTY) LTD must promptly report the incident and cooperate in any subsequent investigation. The customer is responsible for providing access to first aid facilities and emergency contact information.

12.3.2) The customer agrees to implement and maintain emergency procedures, including evacuation plans and emergency contact protocols, in accordance with local regulations and best practices. Refrigeration Fellows (PTY) LTD will provide its personnel with specific emergency response training relevant to the customer’s site.

12.4) Personal Protective Equipment (PPE)
12.4.1) Refrigeration Fellows (PTY) LTD shall supply its personnel with the necessary personal protective equipment (PPE) required for the safe execution of their duties. The customer is responsible for ensuring that the site is equipped with any additional safety equipment that may be necessary for the specific work environment.

12.4.2) The customer must allow and facilitate the use of PPE by all personnel and may not instruct or encourage workers to forego safety equipment under any circumstances. Failure to comply with this requirement may result in the suspension of services.

12.5) Compliance with Health and Safety Laws
12.5.1) Both Refrigeration Fellows (PTY) LTD and the customer agree to comply with all applicable health and safety laws, regulations, and guidelines. The company reserves the right to refuse or discontinue service if compliance with health and safety standards cannot be assured.

12.5.2) The customer acknowledges that non-compliance with health and safety regulations may result in legal penalties, fines, or other consequences. The customer agrees to indemnify and hold Refrigeration Fellows (PTY) LTD harmless from any claims, damages, or expenses arising from health and safety violations attributable to the customer’s actions or negligence.

13. Confidentiality

13.1) Obligation of Confidentiality
13.1.1) Both Refrigeration Fellows (PTY) LTD and the customer agree to maintain the confidentiality of all proprietary, sensitive, and non-public information (“Confidential Information”) shared between the parties during the course of the agreement. This includes, but is not limited to, business strategies, trade secrets, customer lists, pricing, financial data, and any other information that is explicitly marked or reasonably understood to be confidential.

13.1.2) Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law, regulation, or court order. In such cases, the receiving party must notify the disclosing party promptly and cooperate to limit the disclosure to the minimum extent necessary.

13.2) Use of Confidential Information
13.2.1) The receiving party agrees to use the Confidential Information solely for the purposes related to the performance of the agreement and shall not exploit it for any other purpose, whether for commercial gain or otherwise.

13.2.2) Both parties agree to implement and maintain reasonable security measures to protect the confidentiality of the information, ensuring that only authorized personnel have access to it and that all personnel are aware of their confidentiality obligations.

13.3) Exceptions to Confidentiality
13.3.1) The obligations of confidentiality do not apply to information that:

  • 13.3.1.1) Was in the public domain at the time of disclosure or subsequently enters the public domain through no fault of the receiving party.
  • 13.3.1.2) Was already known to the receiving party prior to disclosure, as evidenced by written records.
  • 13.3.1.3) Is independently developed by the receiving party without reference to or use of the disclosing party’s Confidential Information.
  • 13.3.1.4) Is disclosed to the receiving party by a third party lawfully in possession of such information and not subject to an obligation of confidentiality.

13.4) Return or Destruction of Confidential Information
13.4.1) Upon termination of the agreement or at the request of the disclosing party, the receiving party shall promptly return or destroy all copies of the Confidential Information in its possession, including any electronic records, and shall certify in writing that it has done so.

13.5) Survival of Confidentiality Obligations
13.5.1) The obligations of confidentiality set forth in this section shall survive the termination or expiration of the agreement for a period of five (5) years, unless a longer period is required by applicable law or agreed upon by both parties in writing.

13.5.2) Any breach of this confidentiality clause may result in irreparable harm to the disclosing party, for which monetary damages may not be sufficient. Therefore, in the event of a breach, the disclosing party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.

14. Amendments and Waivers

14.1) Amendments to the Agreement
14.1.1) Any amendments, modifications, or variations to this agreement must be documented in writing and signed by duly authorized representatives of both Refrigeration Fellows (PTY) LTD and the customer.
14.1.2) Such amendments may include, but are not limited to, changes in scope, pricing, timelines, payment terms, or any other material aspect of the agreement.
14.1.3) No verbal agreements or understandings, whether made before or after the signing of this agreement, shall be binding unless they are reduced to writing and signed by both parties.

14.2) Waiver of Terms or Conditions
14.2.1) A waiver by either party of any term, provision, or condition of this agreement, or of any breach thereof, shall not be deemed a waiver of any other term, provision, or condition, nor shall it be deemed a waiver of any subsequent breach of the same or any other term, provision, or condition.
14.2.2) Any waiver must be in writing and signed by the party granting the waiver to be effective.
14.2.3) The failure or delay by either party to enforce any right, remedy, or provision of this agreement shall not constitute a waiver of such right, remedy, or provision, nor shall it affect the validity of this agreement or limit, prevent, or impair the right to subsequently enforce such right, remedy, or provision.

14.3) Cumulative Rights and Remedies
14.3.1) The rights and remedies provided in this agreement are cumulative and not exclusive of any rights or remedies provided by law.
14.3.2) The exercise or partial exercise of any right or remedy under this agreement shall not preclude the further exercise of such right or remedy or the exercise of any other right or remedy.

14.4) Severability of Waivers and Amendments
14.4.1) In the event that any provision of this agreement, as amended, is found to be unenforceable or invalid, such unenforceability or invalidity shall not render the entire agreement unenforceable or invalid. The parties shall endeavor to amend or waive the specific provision in a manner that preserves the intent of this agreement.

15. Entire Agreement

15.1) Scope of the Agreement
15.1.1) This agreement constitutes the entire understanding and agreement between Refrigeration Fellows (PTY) LTD and the customer regarding the subject matter contained herein. It supersedes all prior and contemporaneous agreements, representations, warranties, negotiations, and understandings, whether oral or written, between the parties relating to such subject matter.

15.1.2) The parties acknowledge that, in entering into this agreement, they have not relied upon any statement, representation, warranty, or agreement other than those expressly set out in this agreement. Any such extraneous statements or representations are hereby excluded.

15.2) No Oral Modifications or Representations
15.2.1) Any changes, modifications, or amendments to this agreement must be made in writing and signed by authorized representatives of both parties. No oral modifications or representations shall be binding or enforceable unless they are documented in accordance with this provision.

15.2.2) This clause shall not be interpreted to exclude any liability for fraudulent misrepresentation or deceit by either party. Any fraudulent conduct is subject to the relevant legal consequences as prescribed by law.

15.3) Integration of Prior Agreements
15.3.1) Any prior agreements, contracts, or understandings, whether oral or written, that are not expressly incorporated into this agreement are considered null and void, and they shall have no force or effect.

15.3.2) In the event of any conflict between this agreement and any other document or agreement executed by the parties, the terms and conditions of this agreement shall prevail unless otherwise stated in an amendment duly executed by both parties.

15.4) Severability of Terms
15.4.1) Should any provision of this agreement be found to be invalid, unenforceable, or illegal by a court of competent jurisdiction, such provision shall be deemed severed from this agreement. The remaining provisions shall continue in full force and effect, provided that the overall intent of the agreement is not materially affected.

15.5) Survival of Obligations
15.5.1) The terms and conditions contained in this agreement that by their nature or effect are required to survive the termination or expiration of this agreement, including but not limited to confidentiality obligations, liability limitations, and any accrued rights, shall survive and continue to be enforceable following such termination or expiration.

 

For further details or queries, please contact Refrigeration Fellows (PTY) LTD Information Officer at info@reff.co.za

 

Last updated : 02 September 2024