General Terms & Conditions of Sale

These General Terms and Conditions of Sale ("T&Cs") govern all transactions between Global Manufacturing Africa (Pty) Ltd ("GMA", "Seller") and the Customer ("Buyer"). By placing an order or executing a Sales Agreement, the Buyer agrees to be bound by these T&Cs.

1. Definitions and Interpretation

• "Agreement" means the Customer Sales Agreement, Pro Forma Invoice, or Purchase Order accepted by GMA.
• "Products" means the Aftrak precision farming kits and related equipment supplied by GMA.
• "Delivery Date" means the estimated date of delivery as stated in the Pro Forma Invoice.
• "Force Majeure" means any event beyond a party's reasonable control including acts of God, war, civil unrest, or government action.
• "POPIA" means the Protection of Personal Information Act 4 of 2013.

2. Quotations and Orders

• 2.1 All quotations are valid for 30 calendar days from the date of issue unless otherwise stated.
• 2.2 A binding order is created only upon: (a) written acceptance of a Pro Forma Invoice, and (b) receipt of the required deposit.
• 2.3 GMA reserves the right to decline any order at its sole discretion without liability.
• 2.4 Any variation to an accepted order requires written consent from both parties.

3. Pricing and Payment

• 3.1 All prices are quoted in USD or ZAR as specified on the invoice and are exclusive of VAT and import/export duties.
• 3.2 Payment terms: 30% non-refundable deposit on order confirmation; 70% balance prior to dispatch.
• 3.3 Payment may be made by EFT, bank transfer, or other method agreed in writing.
• 3.4 GMA may charge interest at the repo rate plus 3.5% per annum on overdue amounts, compounded monthly.
• 3.5 GMA reserves title to all Products until full payment is received.

4. Delivery and Risk

• 4.1 Delivery dates are estimates only and GMA shall not be liable for delays beyond its reasonable control.
• 4.2 Risk in the Products passes to the Buyer upon dispatch from GMA's facility or nominated freight forwarder.
• 4.3 The Buyer is responsible for all import duties, permits, and customs compliance in their jurisdiction.
• 4.4 Delivery is Ex Works (EXW, Incoterms 2020) unless otherwise agreed in writing.

5. Inspection and Acceptance

• 5.1 The Buyer must inspect the Products within 5 business days of delivery.
• 5.2 Any claims for visible defects or short delivery must be submitted in writing within 5 business days of delivery.
• 5.3 Failure to notify within this period constitutes acceptance of the Products.

6. Warranties

• 6.1 GMA warrants that Products are free from manufacturing defects for 12 months from delivery.
• 6.2 This warranty does not cover damage arising from misuse, unauthorised modification, neglect, or normal wear and tear.
• 6.3 The warranty is limited to repair or replacement at GMA's option. GMA shall not be liable for consequential losses.
• 6.4 Buyer must obtain prior written authorisation from GMA before returning any Product.

7. Limitation of Liability

• 7.1 GMA's total liability for any claim shall not exceed the invoice value of the specific Products giving rise to the claim.
• 7.2 GMA shall not be liable for indirect, special, incidental, or consequential damages including loss of profit, revenue, or data.
• 7.3 Nothing in these T&Cs limits liability for fraud, gross negligence, or wilful misconduct.

8. Intellectual Property

• 8.1 All intellectual property in the Products, including software, firmware, and technical documentation, remains the exclusive property of GMA and its licensors.
• 8.2 The Buyer acquires no rights in any IP other than the right to use the Products as intended.

9. POPIA and Data Protection

• 9.1 GMA processes personal information in accordance with POPIA and its Privacy Policy.
• 9.2 Customer data is collected solely for order fulfilment, warranty administration, and compliance purposes.
• 9.3 GMA will not sell or share personal data with third parties without consent, except as required by law.

10. Consumer Protection Act

• 10.1 To the extent the Buyer qualifies as a consumer under the Consumer Protection Act 68 of 2008 ("CPA"), the applicable provisions of the CPA apply.
• 10.2 Nothing in these T&Cs is intended to waive or limit any right conferred by the CPA.

11. Force Majeure

• 11.1 Neither party shall be in breach of its obligations to the extent that performance is prevented by a Force Majeure event.
• 11.2 The affected party must notify the other within 5 business days of the event arising.
• 11.3 If a Force Majeure event continues for more than 60 days, either party may terminate the Agreement on 10 days' written notice.

12. Governing Law and Dispute Resolution

• 12.1 These T&Cs are governed by and construed in accordance with the laws of the Republic of South Africa.
• 12.2 Disputes shall first be referred to good-faith mediation. If unresolved within 30 days, disputes shall be finally resolved by arbitration under AFSA rules in Cape Town.
• 12.3 Nothing prevents either party from seeking urgent relief from the Western Cape High Court.

13. General

• 13.1 These T&Cs constitute the entire agreement between the parties regarding the sale of Products and supersede all prior representations.
• 13.2 Any waiver of a right must be in writing and shall not constitute a general waiver.
• 13.3 If any provision is found to be invalid, the remaining provisions continue in full force.
• 13.4 GMA may update these T&Cs with 30 days' written notice. Orders placed before the update date are governed by the prior version.