Supply of high specification computers and laptops for DENEL landward

Economic Empowerment Act, and marketing and business information generally.

This document deals with the Standard Terms and Conditions of “Confidential Information” shall bear the meaning ascribed to it in “ISO9001” means the ISO (International Organisation for

Procurement that shall apply in the event of an agreement between clause 15.1 Standardisation) requirements of a quality management system and

Denel and a Supplier for the purchase of Goods and/or Services by

“Customer / Denel” means Denel SOC Ltd and its divisions or the refers to the current version at the time of placement of a Purchase

Denel.

person authorised in writing to represent Denel Order by Denel.

Scope and application

“Data” means all information in whatever form and contained in “Parties” means Denel and the Supplier and “Party” shall be

These Standard Terms and Conditions of Procurement shall apply to and on various media such as paper, magnetic or electronic media construed accordingly;

all Purchase Orders placed by Denel. or otherwise, identified either as Deliverables or as data required “Proposal / Quotation” means the document submitted to Denel

The latest issue of the Denel Standard Terms and Conditions of from Denel / Supplier to execute the Purchase Order; which contains the offer from the Supplier, together with any

Procurement (this document) shall supersede any other conditions “Deliverable(s) / Milestone” means, inter alia, components, annexures thereto, and to which these Standard Terms and

of purchase. In the event that there is conflict, the specific systems, sub-systems, parts, hardware, software, documentation, Conditions of Procurement are attached and which shall form the

conditions stipulated in the Purchase Order shall take precedence data, services and spares delivered by the Supplier to Denel in basis of the contractual relationship between the Parties;

over any such conflicting provisions of the Standard Terms and terms of the Purchase Order and as further described in the “Purchase Order” means the Order(s) to be placed by Denel on a

Conditions of Procurement. Proposal / Quotation, read together with the Delivery Schedule Supplier in terms of an agreement, not limited to work, equipment,

If any individual term/s of these Standard Terms and Conditions of contained therein; machinery, tools, materials or services.

Procurement cannot be applied for any reason whatsoever, all “Delivery Schedule” means the schedule for delivery for the “Purchase Price” means the price(s) quoted by the Supplier and

other terms and conditions will remain unaffected. Deliverable(s) or the performance of Services in terms of the accepted by Denel for the Goods offered or the price(s) agreed upon

DEFINITIONS AND INTERPRETATION Purchase Order, as set out in the Proposal / Quotation; between the parties in terms of these Standard Terms and

“Foreground Intellectual Property” means Intellectual Property Conditions of Procurement and the Purchase Order;

In these Standard Terms and Conditions of Procurement, unless

developed during the course of a Purchase Order or as a result “Sub-Contractor” means any person or company who is contracted

inconsistent with or otherwise indicated by the context, the

thereof; by the Supplier to supply any part of the Deliverables in terms of

following terms shall have the meaning ascribed to them

hereunder: “Goods” means work, training, technical support, logistic support these Standard Terms and Conditions of Procurement and the

and any other services to be supplied by the Supplier including Purchase Order;

“Advance Payment” means an upfront payment that may be made

Deliverables in terms of the Purchase Order; “Supplier” means the Party with whom the Purchase Order has been

by Denel to the Supplier.

“Incoterms 2012” means the eight and latest published set of pre- placed by Denel and includes the Supplier’s successors and

“AS-9100” means the quality management system specific to the

defined commercial terms published by the International Chamber permitted assignees;

Aviation, Space and Defence industries issued by the Americas

of Commerce (ICC); Any reference to the singular shall include the plural and vice versa;

Aerospace Quality Standards Group (Aaqs) Committee G-14 of the

Society of Automotive Engineers (“SAE”) “Inspection Release Certificate” means a document which is A reference to any gender shall include the other genders;

prescribed by Denel and signed by an official duly authorised in Any reference to natural persons shall include legal persons and vice “Background Intellectual Property” means unique Intellectual

terms of Denel’s Delegation of Authority, indicating acceptance of versa; Property information owned by one of the Parties before the

the Goods and, where prescribed, proof of delivery in terms of the

execution of this Agreement and/or developed independently by a The headings of clauses in these Standard Terms and Conditions of

conditions of the Purchase Order.

Party before the execution of this Agreement. Procurement are for reference purposes only and shall not be taken

“Intellectual Property” means any intangible asset which can be into account in construing the contents thereof; “BBBEE” means Broad Based Black Economic Empowerment as

valued taking the form of any patent applications whether these

provided for in section 1 of the Broad Based Black Economic If any word or phrase is defined in any clause hereunder, that word

have been provisionally registered or granted, invention, copyright,

Empowerment Act, or phrase shall bear the same meaning throughout the remainder

trademarks, design rights (whether registered or unregistered),

“Business Day” means each day of the week excluding a Saturday, of these Standard Terms and Conditions of Procurement. know-how, software design, database rights, rights to data gathered

Sunday and Public Holidays in the Republic of South Africa. and captured and all other intellectual property of whatever nature The true intent and meaning of these Standard Terms and

"CFE" means Customer Furnished Equipment / Denel and/or tooling developed during the contingency of the Purchase Order and these Conditions of Procurement are that the Supplier shall in all respects

perform and complete the Purchase Order in a workmanlike and and Conditions of Procurement shall be valid or in force unless such Goods’ delivery at the precise final location indicated by Denel, of

cost-effective manner in accordance with the requirements of the amendment has been put in writing and has been approved by a all packaging, protecting, lashing and anchoring materials and of all

Purchase Order. representative of Denel who is duly authorized and the Supplier’s necessary documents, accessories, devices and/or appropriate

Any reference to any statute, regulation or other legislation shall be written acceptance of the amendment by duly authorised tools in view of a complete and functional use and maintenance,

a reference to that statute, regulation or other legislation as at date representatives of the Supplier. and include all payments for the use of any intellectual property

of signature of the Purchase Order, and as amended or substituted Denel reserves the right, during the execution of the Purchase rights including those of third parties.

from time to time; Order, to require the Supplier, by notice in writing, to alter, amend, Where the Purchase Order makes provision for payment of the

QUALITY, HEALTH, SAFETY AND ENVIRONMENTAL omit, add to or otherwise vary any of the Goods and/or Services, Supplier’s actual travelling expenses by Denel, the Supplier shall

REQUIREMENTS without invalidating the Purchase Order. The Supplier shall carry out obtain prior written approval from Denel.

such amendments and is bound by the same applicable conditions 6.5 Prices charged by the supplier for goods delivered and services

The Supplier ‘s Management System shall be in accordance with the as though the said amendments originally formed part of the performed under the contract shall not vary from the prices quoted

requirements specified in requisite standards, namely ISO 9001

Purchase Order. by the supplier in his bid, with the exception of any price

and/or AS-9100 , as a minimum, as may be applicable, depending

If in the opinion of the Supplier such amendments to the Purchase adjustments authorized in writing by Denel.

on the scope of supply.

Order, if carried out, would involve an increase in costs or prevent TERMS OF PAYMENT

The Supplier shall ensure that all products and services supplied it from fulfilling any of its obligations or guarantees under the

comply with agreed quality assurance and other applicable Purchase Order, the Supplier shall notify Denel thereof in writing at Delivery of Invoices

requirements as specified in the Purchase Order. least 7 (seven) days before proceeding, and Denel shall decide All payments to the Supplier shall be based on the contractually

In addition to the quality related requirements specified above, within a reasonable period whether or not the amendments are to agreed delivery Milestones or upon delivery of the Goods, following

suppliers to Denel are required to comply with the ISO 14001 and be carried out. verification of compliance by an authorised Denel employee or its

18001 Standards pertaining to Environmental and the Health and Additional charges or increased prices agent.

Safety Standards respectively.

Unless stipulated to the contrary in the Purchase Order, no After each delivery of Goods / Milestone achievement pursuant to

Whilst it is a pre-requisite to comply with the Occupational, Health additional charges of whatsoever nature shall be accepted by Denel a Purchase Order, the Supplier shall send duplicate invoices

and Safety Act, 1993 as amended, and other relevant pieces of unless the Supplier has obtained Denel’s acceptance in writing of established in accordance with all applicable legal and Denel

legislation, it is Denel’s expectation that the Supplier familiarises such additional charges prior to the execution of the Purchase requirements, and which shall be supported by a Certificate of

itself with all other product related legislative requirements, Order. Failure to obtain such prior approval shall entitle Denel to Milestone Achievement / Certificate of Conformance or proof of

whether stipulated in the Purchase Order or not. pay on the basis of the original prices contained in the Purchase acceptance by the authorised Denel employees or delegated agent

PURCHASE ORDER Order. and shall clearly indicate the following information, as applicable:

Denel’s Purchase Order number and date;

Acceptance of Purchase Order Deviations

Deliverable / Milestone description;

A Purchase Order shall be placed after Denel has accepted the The Supplier shall not deviate from the requirements of the

Deliverable / Milestone price value;Supplier’s proposal in writing. Purchase Order in respect of samples, patterns, drawings,

Should there be a paragraph in the Purchase Order, which specifications, processes or procedures or from any approved VAT claimed;

contradicts the Supplier’s proposal or should Denel make a counter- prototype without the prior written approval of Denel. Advance payment deduction;

proposal to the Supplier, the Supplier shall within seven (7) days of Total amount claimed; Purchase Order Number

receipt of the Purchase Order, refer the matter to Denel in writing The Supplier shall clearly state on all invoices whether VAT is

The Supplier shall quote the Purchase Order and line number in allfor a decision before commencing with the execution of the applicable. VAT invoices shall be submitted for each delivery in

correspondence, delivery notes, packing lists, VAT invoices andPurchase Order. Should the Supplier not raise an objection within accordance with Value Added Tax Act, .

other documents relating to the Purchase Order, and also on all

the period stipulated in this paragraph 5.1.2, then the Purchase No invoice shall relate to more than one Purchase Order.

packaging.Order shall be considered accepted (including any counter-offer

Invoices and statements shall be forwarded to Denel’s Finance

made by Denel) by the Supplier and the Supplier shall absolve Denel PURCHASE PRICE Department.

from any and all liability resulting from such contradiction.

The Purchase Price, including any Advance Payment, shall be Denel reserves the right to return any incorrectly issued invoice to

Acceptance of a Purchase Order implies an undertaking by the

confirmed on the Purchase Order. the Supplier.

Supplier to deliver Goods and/or render Services in terms of the

Purchase Order and Supplier warranties that such undertaking shall All Purchase Order Prices shall be fixed firm and not subject to The absence of an express rejection of an invoice shall not constitute

be fulfilled. revision, unless otherwise specified in the Purchase Order. acceptance thereof. Payment of an invoice shall not constitute

Amendment of Purchase Order Prices shall be inclusive of all taxes, exchange rate fluctuations, acceptance of any Goods ordered or delivered.

contributions, insurances and all other costs incurred by the For acceptance of Goods by Denel to be valid same must be express

No amendment of the Purchase Order or of these Standard Terms

Supplier in performing the Purchase Order up to and including and explicit.

7.1.9 The supplier shall furnish the purchaser with an invoice accompanied be in possession of a tax clearance certificate, submitted by the packaging materials in determining the mass of Goods delivered.

by a copy of the delivery note and upon fulfilment of other bidder. This certificate must be an original issued by the South No transported items, which arrive in a damaged condition, shall be

obligations stipulated in the contract. African Revenue Services. accepted and the Supplier shall be responsible for the transport cost

Payment Period DELIVERY to and from its premises.

Unless otherwise agreed to duly issued and undisputed invoices Packaging Transportation

shall be paid sixty (60) days after calendar month-end and after

Unless specified in the Purchase Order and accompanying The Supplier undertakes to take all measures necessary to perform

receipt of the Supplier’s month-end statement by Denel’s Finance

documentation, packaging materials and methods will be selected proper transportation of the Goods by all appropriate means and

Department, provided that the Goods have been received and

by the Supplier to minimise cost of usage and to meet using all appropriate equipment and accessories, with the

accepted by Denel. However, Denel shall be entitled to withhold

environmental protection requirements. assistance of competent and solvent agents or subcontractors

payment if the Supplier fails to meet the requirements of the where necessary. The Supplier shall organise transportation of the

Purchase Order. In this case the Supplier shall have no claim for Every package delivered against the Purchase Order must be clearly Goods to the place of Delivery in a manner designed to avoid

interest (even on a portion of the price), penalties or any other marked by the Supplier and shall: damage to the Goods, and so as to avoid difficulties in unloading the

compensation. be clearly marked with Denel’s Purchase Order and item number Goods at Denel’s place of delivery.

Any other relevant payment terms agreed upon will be specified in and the Suppliers name.

Technical Documentation - Operating and Maintenance Manuals

the particular Purchase Order, particularly in instances where contain a packing slip showing the name of the Supplier, Denel’s

payment is linked to delivery milestones. Purchase Order and item number and a detailed listing of the Where so required, the Supplier shall deliver to Denel, at such times

contents of the case. as may be agreed but at the latest upon delivery of the Goods, all Payment Method

technical documentation relating to the Goods, such as operating be accompanied by a waybill which shall reflect the Supplier's

7.3.1 The preferred method whereby Denel settles a Supplier’s invoice is and maintenance manuals, training manuals, drawings, technical name, Denel’s order number and the Goods delivered.

with electronic funds transfer (EFT). It is the responsibility of the data sheets, product safety sheets, mill inspection certificates, Unless otherwise agreed to in writing Goods shall be packed in full

Supplier to furnish Denel with its correct banking details on a certificates of conformity and any other supporting documentation. accordance with the accompanying Packing and Marking

letterhead signed by the Supplier’s bankers. Notification of an EFT If not otherwise specified in the Purchase Order, the delivery of Specification so that they will not be damaged during transportation

transaction will only be sent to the Supplier on request. The onus is software or of Goods including software will include, for or handling. All items shall be properly marked according to (i)

on the Supplier to inform Denel of any changes in the banking maintenance and/or adaptability reasons, all source and object applicable rules, especially in the case of dangerous Goods, if any,

details of the recipient account and this should be furnished on an codes relating to it. Such technical documentation or any special (ii) Denel’s instructions, and at a minimum marking shall set out

original letterhead of the Supplier’s bankers. tools in relation to Purchase Orders remain the property of Denel Denel’s Purchase Order number, Supplier’s identification, item

7.3.2 Payment will be made in Rand unless otherwise agreed. and shall be considered as integral part of Goods in the meaning of number, place of delivery, item description, weight and quantity,

these Standard Terms and Conditions of Procurement.

NB: No e-mail or fax documents will be accepted as proof of change and all markings required for proper delivery and assembly. Sling

of bank account details. and handling points shall be provided with the Goods. Before Delivery

If Denel so requests, the Supplier shall take back all packaging The Supplier shall from time to time and where applicable and Set-off

material after delivery. relevant, as determined in the Purchase Order, furnish Denel with a

Denel is entitled to set-off any amount owing to Denel by the

The Supplier shall be responsible for the packaging of Goods in such descriptive statement, in such form as may be required by Denel, of

Supplier against any amount owed to the Supplier by Denel. Where

a manner as to prevent loss or damage in transit and in compliance its planning for the execution of the Purchase Order and of the time

the amounts used for such set-off are in different currencies, the

with the requirements applicable to the mode of transport when, and the order in which it is proposed that the various

rate of exchange applied for converting the amount concerned into

concerned. The Supplier shall indemnify Denel against any losses, elements of the Purchase Order are to be executed: Provided that

the appropriate currency shall be as charged by Denel bankers. In

costs or damages caused by or resulting from faulty, incorrect or such statement shall not affect, prejudice or be deemed to have

the case of overseas suppliers, this condition will be applied prior to

inadequate packaging. amended the Purchase Order or any of the parties' rights in terms

obtaining approval from the Reserve Bank.

thereof. In addition, the Supplier shall supply periodic progress Packaging materials or containers, excluding ISO containers, will not

Taxes and Duties be returned to the Supplier except where specifically provided for reports as detailed in the Purchase Order.

A foreign supplier shall be entirely responsible for all taxes, stamp in the Purchase Order and indicated on the waybills or delivery The Supplier shall proceed with the activities required for the

duties, license fees, and other such levies imposed outside the notes. Where provision is made in the Purchase Order for the return execution of the Purchase Order at such a rate as to ensure the

purchaser’s country. of the packaging materials or containers, such packaging materials completion of each part of the Purchase Order on or before the

or containers will be returned at the Supplier’s risk and expense. contractual delivery date. Failure by the Supplier to comply

A local supplier shall be entirely responsible for all taxes, duties,

Denel shall, on receipt of a claim supported by a copy of a delivery herewith shall entitle Denel, without prejudice to or waiver of its

license fees, etc., incurred until delivery of the contracted goods to

note, be allowed full credit for materials and containers returned to rights under the provisions of paragraph 17, to call on the Supplier

the purchaser.

the Supplier or a third party, at prices quoted for such items. to take such corrective action as may reasonably be required by

No contract shall be concluded with any bidder whose tax matters Denel.

are not in order. Prior to the award of a bid the Department must No allowance shall be made for the mass of bags, containers or

In accordance with paragraph 8.4, the Supplier shall, when so The Supplier shall give at least 14 (fourteen) days advance notice in All Goods and other items which are to be sent to Denel shall be

requested in writing, submit to Denel written reports giving full writing to the authorised representative of Denel that the delivered to the address indicated in the Purchase Order or to any

details of the work carried out, including by its Subcontractors, in Deliverables are ready for final inspection and acceptance. other address subsequently notified to the Supplier in writing by

connection with the Purchase Order, the total quantities of Goods Denel may adopt any means necessary to ensure that the correct Denel.

delivered and any other information as may be reasonably Goods have been supplied or that the correct materials are being Before being permitted to enter Denel’s property, the Supplier shall

requested. Such reports shall be for such periods and contain such used/have been used in compliance with the Purchase Order. Any produce a delivery note specifying the Goods and quantity,

additional information as stipulated by Denel. equipment necessary for inspection at the Supplier's premises shall according to Purchase Order to be delivered.

Denel reserves the right to verify the progress and proper be furnished by the Supplier at its own cost. Receipt of Goods by Denel shall take place during Working Hours.

performance of the Purchase Order and to conduct any quality Denel may, at its sole discretion, opt to inspect the Goods at the Confirmation of receipt of Goods shall in no way imply acceptance

investigations and testing it deems advisable. The Supplier shall Supplier’s premises using whatever means it deems fit or as agreed of the Goods.

provide Denel and its representative's free access to the Supplier’s upon between it and the Supplier. This inspection shall not Security Measures

workshops at all times. guarantee acceptance of the Goods, which remain subject to formal

The Supplier shall adhere to all security requirements as may be

Denel shall be entitled to request the Supplier to appoint a acceptance after delivery; and shall not constitute automatic

stipulated by Denel from time to time.

representative at a particular place where work is or will be acceptance or relieve the Supplier of its obligation in any way

performed for Denel, or to render such services as may be required whatsoever. The Supplier remains responsible for ensuring that the Before being permitted to enter Denel’s premises, the Supplier shall

by Denel in terms of the Purchase Order. items conform to the requirements as defined in the Purchase Order produce a delivery note specifying the Goods and quantity,

The Supplier shall inspect Goods for compliance with Purchase and other accompanying documentation that may not be stipulated according to a Purchase Order to be delivered.

Order specifications, quality, weight, and physical dimensions, as in the Purchase Order. It is a condition of the Purchase Order that the Supplier’s personnel

well as for any damage to the Goods or their packaging. Denel shall have a reasonable time after receipt of the Goods and must be in possession of a state-issued identity document when

before payment to inspect the Goods so as to ensure conformity delivering or collecting Goods which necessitates passing throughThe Supplier is responsible for the integrity and for delivery of the

correct quantities. with the specifications of the Purchase Order, and Goods received any security gate to gain access to Denel’s premises.

prior to inspection shall not be deemed accepted until Denel has run Denel shall not be responsible for any costs incurred by the Supplier

If the Supplier requires the use of Denel’s lifting equipment or

an adequate test to determine whether the Goods indeed conform due to non -compliance with 8.7.3, and any delays in delivery or

employees at the place of delivery, Denel will require at least 24

to such specifications. collection of Goods caused by such non-compliance and resulting in

hours’ notice and their use shall be at the Supplier’s sole risk.

The use of a sample of the Goods for the purposes of such inspection a delay or delays in the performance of the Supplier's obligations

Inspection and Acceptance shall not constitute an acceptance of the Goods by Denel. shall be deemed to be a breach of the terms and conditions to the

Denel shall be entitled to subject any Inspection Release Certificate Purchase Order and of these Standard Terms and Conditions of

Final acceptance shall not be conclusive with respect to latent

to: Procurement.

defects, fraud or any other gross mistakes on the part of the

written confirmation (certificate of compliance) by the Supplier Supplier. The Supplier hereby further grants permission to the security

that the Goods meet the requirements of the Purchase Order in officers at Denel to search the Supplier’s or its agent’s personnel as

Date and Venue

every respect; and/or well as their vehicles and other articles in their possession on

Time of delivery by the Supplier as specified in the Purchase Order entering and existing from, or during their presence on the premises an audit to determine the effectiveness of the Supplier’s control

is a specific condition of the Purchase Order and of the essence of Denel. of its Subcontractors' activities; and/or

thereof.

observation of the Supplier’s activities (such observation and/or In the event of the Supplier entering the property of Denel, the

Denel reserves the right to cancel and annul the Purchase Order Supplier shall comply with the safety prescriptions set by Denel. The audit shall extend to Subcontractors where appropriate);

entirely or partly without reference to the Supplier irrespective of Supplier shall ensure that such precautions as are requisite for the and/or

the period which may have elapsed from the delivery date protection of life and property anywhere on Denel’s property shall inspection or testing of the Goods on a continuous or statistical

stipulated on the Purchase Order to the date of such cancellation, be taken, and the Supplier shall be liable to Denel for any injury or basis.

free of penalty and without prejudice to any other rights under the damage to any person or to any property of Denel, caused by orWhere the Purchase Order calls for inspection of the Goods by a

Purchase Order if Goods covered by the Purchase Order are not incidental to, the negligence, default of the Supplier.person or body not connected to Denel, and the Goods are rejected

delivered prior to or on the delivery date stipulated in the Purchase

by such inspecting person or body on reasonable grounds, the Denel shall not be liable for any loss, damage or injury sustained by

Order, in which event Denel shall in its own discretion be entitled to

Supplier shall bear the cost of such inspection. Where Denel is the any Supplier and/or its employees or subcontractors and/or their

recover any and all losses or damages suffered.

acceptance authority, Denel reserves the right to recover its actual employees while on the premises, arising from or caused by any

costs from the Supplier for all subsequent inspections where the Denel reserves the right from time to time to amend the delivery activity conducted by Denel and/or its employees.

Goods are rejected more than once. date originally specified in the Purchase Order provided that the Late Deliveries

delivery period shall not be shortened without the written consent

Acceptance of Goods is conditional to verification by Denel’s of the Supplier. All late deliveries shall be deemed as breach of contract.

delegated person.

No over or under supplies shall be accepted unless Denel is

informed, in writing in good time prior to dispatch of the items, of recorded and updated in annexures to the Purchase Order. Subject to the provisions of paragraph 10, risk of loss or damage of

the quantity involved and Denel has agreed in writing that the under All documents furnished by Denel to the Supplier shall be treated as the Goods shall pass to Denel upon delivery at Denel’s specified

or over supplies will be accepted. Over supplies delivered without premises, unless otherwise specified in the Purchase Order by way controlled documents with allocated reference numbers as per the

the written approval of Denel will not be accepted or be paid for. relevant configuration management process. of an appropriate Incoterm in accordance with ‘Incoterms® 2012’.

Should Denel after the fact discover that Goods have been

Proof of compliance documentation needs to be delivered with WARRANTY AND DEFECTIVE GOODS

oversupplied, it reserves the right to return the Goods or, at its

Goods or as specified in the Purchase Order/ contract - e.g, Test and The Supplier warrants that the supplied Goods are free from defectschoice, store them, at the Supplier’s costs and risks. Under supplied

Measurement reports; Certificates of Conformance (CoCs) as issued in design, material and workmanship and that the Goodsorders will only be finalised once approval from Denel’s user has

by the original equipment manufacturer; and completed and signed satisfactorily fulfil the performance requirements stipulated bybeen received.

off Process Planning Sheets (PPSs) etc. This documentation may Denel.

If the Purchase Order is not performed in the specified time, Denel form an integral part of the deliverables to Denel and could be

is entitled to cancel the Purchase Order and to claim damages from required for processing of payments. Failure to comply could lead The Supplier warrants further that the said Goods meet all

the Supplier and/or to accept delivery and withhold payment from to rejection of the specific Goods. applicable statutory requirements and standards, especially those

the Supplier as liquidated damages (as set out in 8.8.4 below), relating to the environment, safety and employment or labour laws

ACCEPTANCE/REJECTION OF GOODS and regulations (collectively, ‘the Supplier’s Warranty’) andwithout any requirement that Denel give prior notification of

default. Denel reserves the right, to reject the Goods or any part thereof, if warrants the Goods for a period of twenty four (24) months after

All late deliveries will be subject to, but not limited to a minimum of such Goods do not comply with the quality delivery or as otherwise specified and mutually agreed upon,

2% (two percent) of Purchase Order value, per day in delay, standards/specifications, described or referenced in the Purchase excluding fair wear and tear.

including Sundays and public holidays, that such Goods are delayed, Order, even if the Goods were previously inspected at a Supplier’s Neither approval by Denel of the Supplier’s design nor acceptance

up to a maximum of 20% (twenty percent) of the Purchase Order premises. of the Goods shall absolve the Supplier from liability for damages

value, which shall constitute liquidated damages. Furthermore, Denel may accept, without prejudice, a portion of the Goods and, at resulting from the defective Goods and/or unsatisfactory

Denel reserves the right to apply team and staff standing time its option, have the Supplier repair or replace any nonconforming performance thereof.

charges including any consequential losses, together with penalties portion of the Goods, at the Supplier’s expense. Alternatively, if Any representations or warranties included in Supplier's catalogues,

imposed on Denel by its client, as a result of any late delivery by the payment has already been effected for whatever reason, and at the brochures, sales literature and quality systems shall be binding on

Supplier. The liability imposed upon the Supplier in terms of this discretion of Denel, the Supplier shall refund Denel all payments the Supplier.

clause shall be deemed to be in addition to and not in substitution already made, or issue a credit note in favour of Denel. The Supplier shall be liable for any direct, indirect, incidental, special

of any other remedy at Denel’s disposal. Should rework be required, it shall be at the Supplier’s own cost, and consequential losses and damages, including loss of profits,

As soon as it appears to the Supplier that the dispatch of the Goods including any cost related to removal or delivery or risk of such incurred by Denel as a result of any delays in delivery, any defects

covered by the Purchase Order for any reason will be delayed, so rejected items. Denel shall at its discretion decide on the disposition in the Goods or any other deficiencies in the Supplier’s

that the stated delivery date requirements cannot or are unlikely to of rejected items. performance.

be fulfilled, the Supplier shall immediately notify Denel in writing Denel further reserves the right to recover any cost incurred in Where capital equipment or accessories are purchased, the Supplier

and provide all information concerning the reason and/or extent as respect of effort of inspection and consideration of acceptance of shall ensure that sufficient spares are available for a minimum

well as details relating to the efforts the Supplier intends to make in non-compliant Goods delivered. period of 10 (ten) years or as specified in the relevant contract or

order to avoid delay or expedite delivery. The Supplier shall be

If at any time during the warranty period the Goods are found to be Purchase Order after receipt of the equipment by Denel. Theobliged to obtain written confirmation from Denel that the Goods

defective, the Supplier shall immediately, upon receipt of Supplier further warrants supplying the Goods, and parts orare still required. Failing such confirmation Denel shall be entitled

notification from Denel, remedy the said defect free of charge to components thereof for repair, maintenance or extensions, throughto cancel the agreement constituted by acceptance of the Purchase

Denel by delivery or replacement of the said Goods/Services/. the whole period of the Purchase Order, including the warrantyOrder and any costs arising out of the return of the Goods by Denel

Should the Supplier delay replacement, Denel may have the Goods period, and further warrants that their production or distributionon the account of late delivery shall be for the Supplier’s account.

replaced at the Supplier’s expense. The warranty period of replaced will not be halted. If the Supplier decides to stop production of all

Denel shall be entitled to retain and apply, as a set-off, as stipulated Goods shall be the same as for the original Goods. The foregoing or part of the Goods after the end date of the Purchase Order, the

in 7.4, any amount which may be due on the Purchase Order to the Supplier shall inform Denel of this fact at least one year in advance warranty shall apply unless specifically excluded.

Supplier or such part thereof as may be necessary for the payment or as soon as the Supplier becomes aware, so that Denel may take

After 15 days following notification of rejection, the Supplier shall

of the cost of making good the aforesaid delay or fault by the the necessary corrective measures.

be liable to pay warehouse storage charges for the Goods.Supplier. Should the cost of such making good exceed the balance The Supplier agrees that the warranties provided (and such other

due to the Supplier, the Supplier shall be liable to pay Denel the PASSING OF OWNERSHIP rights accruing to Denel) under this paragraph may be assigned,

amount of such excess.

Ownership of and responsibility for the Goods shall remain with the following an objective assessment of future impact on Denel’s

STANDARD OR SPECIFIED DOCUMENTATION Supplier until the Goods have been formally inspected and accepted business and upon written notice to the Supplier, to any of Denel's

by Denel at the point of delivery as stated in the Purchase Order. affiliates or subsidiaries.A complete listing of all data requirements, as applicable, shall be

EXPORT / IMPORT LICENCE OR PERMIT forwarded with the delivery note and Invoice to Denel. If the received by the landlord.

Supplier fails to inform Denel accordingly, or to forward a copy of HANDLING OF DENEL -FURNISHED EQUIPMENTThe Supplier shall notify Denel at least 30 days prior to shipment of

such Export Permit, License or Royalties, the Supplier shall be liable

controlled Goods to enable Denel to apply for an import permit

for all claims in respect of the use of any article, technology or Denel shall at all times endeavour to make available, at agreed

timeously.

Proprietary Information and the Supplier indemnifies Denel and times, all identified products / equipment to the Supplier should

Denel shall not be liable for any losses suffered or expenditure holds it harmless against any claims arising or legal cost and losses such a need be necessary. The onus is on the Supplier to ensure that

incurred by the Supplier or any other person (including losses resulting from the infringement or alleged infringement by or on proper or specified handling procedures are followed to prevent

suffered or expenditure incurred in respect of the manufacture, behalf of Denel. damage and / or degradation to the quality of the products. Any

supply, transport or delivery of supplies), provided it was damage or degradation of the product in the custody of the Supplier

If the scope of supply includes items, technical data or services

responsible for applying for such a permit in the first instance, due shall be for the account thereof unless the Supplier can provide

subject to arms control legislation of the Republic of South Africa

to the government of the country of origin or any other government proof that all reasonable and specified handling procedures were

(RSA) or that are subject to end-user restrictions by the US

failing or refusing to grant, on the grounds of existing legislation, an followed.

government or any other foreign government, the Supplier shall,

export license or permit, or cancelling an export permit or license

upon delivery, supply Denel with all relevant documentation. The The Supplier shall not alter the design of any Denel furnished items

that has been issued. In such an event, Denel shall be entitled to

documentation in question forms an integral part of the without the written authority of Denel. In the case that the Supplier

cancel the Purchase Order without any cost implication. All

deliverables to Denel for processing of any payment. has any doubt about the design suitability of any CFE item, or has

payments already effected shall be repaid to Denel. proposals for design changes, the Supplier shall advise Denel

Special tooling, jigs and fixtures or free-issued

The provisions of paragraph shall apply mutatis mutandis where the accordingly at the earliest opportunity. The Supplier shall ensure

Materials

South African Government refuses to issue an export or import that the design of the installation using CFE is in accordance with the

permit or cancels an export or import permit that has been issued. Where special tooling, jigs and/or fixtures or any material (whether specific requirements of such equipment. Should the CFE be

raw or otherwise) is free issued or is paid for by Denel and utilised defective in any way, it shall be the obligation of Denel to provide aThe Supplier shall ensure that the provisions of any Act or

by a Supplier in the manufacturing process of a custom- rectified CFE to the Supplier.Regulations prohibiting the importation into the Republic of South

manufactured item, these items remain the Sole Property of Denel,Africa of certain insects, fungi, diseases or pests by way of certain Denel shall not be liable for any CFE that is defective, or which was

irrespective of storage location. When a Supplier is required to storetypes of packing materials and containers are complied with, and modified without the prior written authority and approval of Denel

these items, it will ensure suitable preservation and storage of suchthat any such guarantee or certificate that may be required in terms and to the extent that this impact on the functionality or utility of

items for future use.of such Act or Regulations is obtained and provided at its own the System delivered, any direct and/or consequential costs

expense. Where the Supplier fails to comply with the provisions of The onus of establishing that the cost of such equipment has not incurred to rectify the defect shall be for the account of the Supplier.

such Act(s) or Regulations and the consignments are as a result been included in the price shall remain with the Supplier. The CFE may not be transferred to any third party without the

seized, destroyed or delayed at the port of entry or elsewhere in The Supplier shall periodically, at least annually, supply Denel with written permission of the relevant Denel’s Authorised

South Africa, the Supplier shall be liable for any delays, demurrage a certified inventory listing of all Tools, Jigs and fixtures and/or Representative.

or any other loss arising from such seizure, destruction or delay. materials in their possession, belonging to Denel. The inventory The CFE, together with the applicable Transfer of Ownership

All Goods to be imported shall be imported in the name of the listing shall include a report confirming the condition and estimated Certificate, shall be returned to Denel.

Supplier/Subcontractor and be re-consigned by it to the delivery replacement value thereof. When Denel issues raw material and/or parts to a manufacturer for

address stated in the Purchase Order. The Supplier shall notify Denel in writing of any anticipated cost to the purpose of manufacturing a required item, and the

CONTROLLED DEFENCE SUPPLIES preserve, maintain or service such Tools, Jigs or fixtures and manufacturer scraps the manufactured item due to its error, the

materials prior to executing any maintenance. cost of the reissued material and/or parts will be for the

Controlled defence supplies are any one or a combination of the

manufacturer’s account.

following: The Supplier shall be held responsible for these assets and shall be

liable for their replacement in the event of loss or damage. The Denel shall recover the cost of the reissued materials and/or parts

United States (US) origin items controlled by US legislation, as

Supplier shall ensure that adequate and all risk insurance cover is at replacement value from the specific Supplier. Where payment is

described in International Traffic in Arms Regulations (ITAR).

taken with a reputable insurance company. Denel shall be entitled still due to the said Supplier, this cost shall be deducted from such

Other foreign origin items controlled by the applicable foreign to request proof of such insurance. payment. Alternatively, should payment already have been effected

countries. for whatever reason, and at the discretion of Denel, the Supplier The Supplier shall ensure that the said equipment is delivered in

South African government non-proliferation controlled items. shall refund Denel all payments already made, or issue a credit note good order at the premises of Denel, properly marked with The

South African government conventional arms controlled items. Order and the relevant code number as supplied by Denel for the in favour of Denel.

Denel must be informed in writing before commencement of finished items. HANDLING OF EXPLOSIVES

performance pursuant to the Purchase Order, and Denel reserves

Where the Purchase Order is carried out on premises rented by the To ensure that explosives are safe and of a good quality when

the right to cancel the Purchase Order at no cost to Denel if any

Supplier, the landlord shall be informed beforehand by the Supplier delivered to Denel, the Supplier shall supply the followingarticle, technology or Proprietary Information is of US origin. A copy

of items on the premises that are Denel’s property, and the Supplier documentation with every consignment of explosives or any itemof such Export Permit, License or Royalties payable, must be

shall submit written proof to Denel that such notice has been

that contains any explosives: plans, designs, drawings, functional and technical requirements specified in the Purchase Order and these Standard Terms and

A copy of the issue voucher, consignment note and other official and specifications; Conditions of Procurement;

documents relative to the dispatch of the explosives. Information relating to the Denel's strategic objectives and Not be used in whole or in part for any purpose other than the

The manufacturer’s dispatch note. planning for both its existing and future Information technology purpose of the Purchase Order and these Standard Terms and

needs; Conditions of Procurement, without the prior written authorisation

Official test results certified by the relevant Quality Department.

information contained in or constituting Denel’s hardware or of Denel;

Certificate to confirm date of manufacture.

software, including third party products, and associated Neither be disclosed nor caused to be disclosed, whether directly or

An official document from the manufacturer, stating that the

material documentation; indirectly, to any third party or persons other than those mentioned

explosives are safe for handling, storage and transport, and

intellectual property that is proprietary to Denel or that is in paragraph 20.3.2, which for the avoidance of doubt, precludes

indicating the expected shelf-life when stored in an explosives

proprietary to a third party and in respect of which Denel has disclosure to the Supplier’s parent company as well as any of its

magazine.

rights of use or possession; affiliates, including other divisions and/or subsidiaries of the said

Material Safety Data Sheet.

information concerning faults or defects in Denel’s systems, parent company, without having been specifically authorised in

Explosives UN Code and class certification. hardware and/or software or the incidence of such faults or writing by Denel;

If applicable, an Armscor K225 issued by the Armscor Quality effects; Neither be copied, nor otherwise reproduced or duplicated in whole

Representative. agreements to which Denel is a party; or in part where such copying, reproduction or duplication has not

HAZARDOUS CHEMICAL SUBSTANCES been specifically authorized in writing by Denel. all other information in whatever form, whether or not subject

The Supplier of hazardous chemical substances shall, in accordance to or protected by common law or statutory laws relating to The Supplier is responsible for establishing an effective system to

with the Occupational Health and Safety Act, as copyright, patent, trademarks, registered or unregistered, or keep the confidentiality by applying observation measures on its

amended, provide a Material Safety Data Sheet containing sufficient otherwise; employees and the employees of its subcontractors.

information for the safe handling and storage of hazardous Information regarding the relationship, the fact that discussions are If Denel discovers that the Supplier has disclosed any Confidential

materials and safe disposal of waste generated as specified in occurring concerning the relationship, any of the terms and Information, then Denel reserves the right to stop the Supplier from

Regulation 7(1) of the General Administrative Regulations of 1994, conditions applicable to or being discussed by the Parties in relation executing any Purchase Order without justification if security

as may be amended, or any such requirements as may be required. to the relationship or the existence of the Purchase Order and these circumstances demand so, and the Supplier shall be liable for any

Standard Terms and Conditions of Procurement; related damages and/or costs.ACCESS TO AND USE OF SUPPLIER'S FACILITIES

Information which by its nature or content is identifiable as Any information supplied by Denel shall remain the sole property of

Denel, its contractors or agents shall be granted access to the confidential and/or proprietary to Denel and/or any third party in Denel and shall, on termination or expiry of the Purchase Order and

Supplier’s facilities at all reasonable times. The Supplier shall further relation to or arising out of the relationship, or which although not these Standard Terms and Conditions of Procurement on demand

ensure that Denel, its contractors or agents are granted access to directly related to the relationship is nevertheless disclosed as a by Denel, be returned or disposed of as prescribed by Denel.

the facilities of the Supplier’s Subcontractors if required. result of or in connection with the Parties' discussions of the

After the termination of these Standard Terms and Conditions of

The Supplier shall allow the use of its facilities and shall give such relationship.

Procurement and expiry of the Purchase Order, the Supplier shall

assistance as necessary to enable Denel, its contractors or agents or The Purchase Order and all documents and the like supplied by not make any use of any of the Confidential Information in any

their employees to carry out any work or task in connection with Denel shall be strictly confidential and no details thereof shall be manner whatsoever, nor shall it in any manner whatsoever disclose

the Purchase Order. disclosed without the prior written consent of Denel. The Supplier such confidential information to any other person.

CONFIDENTIALITY is obliged to keep and protect this confidentiality and it should not

Denel’s intellectual property rights

disclose these details under any circumstances to anyone unless

Confidential Information is information of a confidential or

permission is granted by authorized representatives of Denel. The The Supplier acknowledges Denel’s sole and exclusive ownership of

proprietary nature in whatever form, and without limiting the

Supplier shall establish rules to secure the confidentiality. and/or rights in and to the Intellectual Property and undertakes not

generality of the term, shall include:

During the execution of the Purchase Order governed by these to, at any time or in any manner, contest the validity of Denel’s

any of the following information and/or material disclosed or Standard Terms and Conditions of Procurement, as well as for an exclusive ownership of and/or rights, whether now existing or

communicated (before or after the conclusion of the Purchase indefinite period thereafter, the Supplier hereby covenants that the hereinafter acquired.

Order) by Denel to the Supplier in connection with or arising out of

proprietary information shall: The Supplier acknowledges Denel’s role and that the Supplier has

the relationship:

Be protected and kept in strict confidence by the Supplier, with the had no part in the creation or development of, no prior knowledge

technical, scientific, commercial, financial or market same degree of precaution and safeguards utilised in treating its of, and has no rights to or claims on any elements of Denel’s rights

information, know-how or trade secrets; confidential information of like importance, but in no case any less to the Intellectual Property.

data concerning business relationships, processes, services, than reasonable care; Where the Purchase Order calls for the design or development of an

personnel, architecture, information, demonstrations, or

Be only disclosed to and used by those persons within the Supplier’s item, the intellectual property rights arising from such design or

machinery;

organisation who have a need to know, and solely for the purpose development, including but not limited to patents, copyright,

designs and know-how, whether registerable or not, as well as any infringements or challenge or threat to Denel’s Intellectual Property applicable, may be deducted from the Price.

rights which may in future arise in respect of all improvements by any person together with all parties thereto which are known to APPROVAL OF SUBCONTRACTORS

thereto, shall vest in Denel, and only Denel shall have the right to the Supplier, and undertakes to assist Denel fully in taking such

recover royalties, or to apply for the registration of patents, action as Denel deems appropriate. If so requested by Denel, the Supplier shall timeously and in writing

trademarks and/or designs relating to any new device, process, The Supplier shall have no claim of whatsoever nature against Denel submit to Denel for its approval the names of the proposed

machinery, equipment, etc. which may be developed in the arising from or flowing from any damages suffered by the Supplier subcontractors, and the Supplier may not enter into any

execution of the Purchase Order. The Supplier undertakes to as a result of any patent or trade mark relating to any of the Goods subcontract for the execution of the Purchase Order or any part

honour Denel's intellectual property rights and all future rights by, sold being infringed, cancelled, breached or otherwise set aside or thereof, or for the manufacture or supply of materials to be used in

inter alia, keeping the know-how and all undisclosed or unpublished declared invalid. the execution of the Purchase Order beforehand.

material confidential. The Supplier furthermore undertakes not to If the Supplier is authorised to sub-contract all or part of their

Liability for royalties

use, apply, sell or in any way obtain any benefit from the intellectual obligations to third parties, such sub-contracting shall be at its sole

property rights or the know-how, directly or indirectly, either by The Supplier shall, where applicable, pay all royalties and expenses expense and under its sole responsibility. The Supplier shall inform

itself or in association with any person, otherwise than in and be liable for all claims in respect of the use of intellectual all sub-contractors of the provisions of these Standard Terms and

accordance with the terms of the Purchase Order. property rights for or in connection with any article or the use of Conditions of Procurement as well as those of the Purchase Order,

The Supplier acknowledges and agrees that Denel is entitled to use any article supplied or used under the Purchase Order, and shall and shall provide them with all information regarding Denel’s

the intellectual property rights in any manner whatsoever, or to indemnify Denel against any claims arising or legal costs and losses requirements, especially in respect of applicable safety rules. Denel

restrict or prohibit the use thereof. resulting from the infringement or the alleged infringement of such reserves the right to refuse any of the Supplier’s sub-contractors

rights. that are not compliant with these conditions.

The Supplier accepts that, upon termination of the Purchase Order

for whatever reason, it shall not have the right to use or make LIMITATION OF LIABILITY AND INDEMNITY The Supplier shall not be released from its liabilities or obligations

available the intellectual property rights relating to the items, and The Supplier shall indemnify, hold harmless and defend Denel, its under the Purchase Order by any arrangement whatsoever with its

that all authorisations granted in terms of the Purchase Order shall agents, its contractors and employees, from and against all claims, Subcontractors in the event of the latter breaching any of the

be terminated. In this regard the Supplier undertakes to liabilities, damages, losses and expenses, including attorneys’ fees provisions of the Purchase Order or of these Standard Terms and

immediately hand over to Denel on request all documents, data on the scale as between attorney and own client, arising out of or in Conditions of Procurement.

packs, drawings and technical data, in any medium whatsoever, any way connected with the Goods provided and/or Services The Supplier shall keep such records of its subcontractors and their

relating to the intellectual property rights which came into rendered under the Purchase Order, including, without limitation, capabilities and shall furnish such returns as may reasonably be

existence during the execution of the Purchase Order. any claim by a third party against Denel alleging that the Goods required by Denel so as to ensure proper and accurate performance

The provisions of this paragraph shall remain in force, provided under the Purchase Order and these Standard Terms and in the execution of the Purchase Order.

notwithstanding the termination of the Purchase Order for Conditions of Procurement infringe a patent, copyright, trademark, PROHIBITION OF EMPLOYMENT

whatever reason. trade secret or other proprietary right of a third party, whether such

The Supplier shall not, for the duration of the Purchase Order and

are provided alone or in combination with other products, software

The Supplier shall, in carrying out the Purchase Order, report to for a period of 12 (twelve) months after completion thereof, employ

or processes.

Denel on any manufacturing or testing apparatus or process used or any employee or former employee of Denel who is or was in any

developed, and shall furnish full details thereof. REMEDIES FOR INCORRECT CLASSIFICATION OR FALSE CLAIMS way involved with the Purchase Order.

Should the Supplier develop or design any variation, modification or

Where a Purchase Order has been awarded to a Supplier by virtue BREACH OF CONTRACT AND DAMAGES

improvement to Denel's Background Intellectual Property during

of a statement made by the Supplier to the effect that the Goods

the execution of the Purchase Order, it shall promptly notify Denel If, subject to the provisions of paragraph 24

offered by it are entitled to a certain classification or preference for

in writing and furnish full details thereof. All rights in respect of such

local production, manufacture or assembly, or by virtue of a the time has expired within which the Purchase Order or any item

variations, modifications or improvements shall vest in Denel. The

statement made by it that it is subject to Denel’s preferential thereof should have been completed; or

Supplier shall, when so requested by Denel, assist in bringing about

procurement policy, and such preference is granted by Denel, and the Supplier refuses or fails to carry out the Purchase Order inthe registration of such variation, modification or improvement in

it is subsequently shown to the satisfaction of Denel that such accordance with Denel’s instructions, or is not making such progressDenel's name or that of any person as may be stipulated by Denel.

statement was false, Denel may, in addition to any other remedy it with the Purchase Order to ensure completion on the contractual

The Supplier shall be obliged to include the provisions of paragraphs may have - delivery date, or in the event of any other failure or default of the

21.1 to 16.7 mutatis mutandis in any contract with a subcontractor,

summarily cancel the Purchase Order and recover from the Supplier Supplier, Denel may give notice in writing to the Supplier to remedy

in such a way that any rights mentioned in paragraphs 21.1 to 16.7

any costs, losses or damages incurred or suffered by Denel as a the failure or default and, should the Supplier fail to comply with the

shall irrevocably vest in Denel and be directly enforceable against

result of the award of the Purchase Order to the Supplier; or notice within 14 (fourteen) days after the date thereof; or

the Subcontractor by Denel.

allow the Supplier to proceed with the Purchase Order and recover the Supplier goes into provisional or final sequestration/liquidation

The Supplier shall, immediately on becoming aware thereof, inform

from the Supplier as pre-estimated damages an amount calculated or is placed under business rescue; or

Denel both in writing and verbally of any infringements or apparent

to be fair compensation to Denel. The compensation and penalty, if the Supplier goes into voluntary liquidation or, if he is an individual,

who voluntarily surrenders his estate; or withhold payment of any amount due to the Supplier until such lists, If mediation fails, the Parties must refer the dispute within fifteen

the relationship of the Supplier is dissolved, in the case of a catalogues, manuals and other documents are delivered. (15) days for resolution by arbitration (including any appeal against

the arbitrator’s decision), the selected Arbitrator must be approvedpartnership; or TERMINATION OF CONTRACT / PURCHASE ORDER

by both Denel and the Supplier. The arbitration shall be conducted

the Supplier makes an offer of compromise or composition to its Denel reserves the right to cancel the Purchase Order by notice in in Pretoria, Republic of South Africa (or any other place as may be

creditors, or attempts to do so; or writing without furnishing any reasons therefor, and in the event so agreed to by the Parties) under the then rules for expedited

the Supplier fails to take any steps to have a judgement set aside that the Supplier is not in default, Denel shall be liable only for arbitration of AFSA. If Parties cannot agree on the arbitrator within

within 7 (seven) days after a judgement / sentence was passed payment in respect of: ten (10) days after referral, the arbitrator shall be appointed by the

against it; or Goods completed at the date of such notice at prices specified in the Secretariat of AFSA.

the Supplier permits the attachment of any of its assets and fails to order; The arbitration proceedings shall be conducted in the English

uplift such attachment within 7 (seven) days after the date of Work in progress at prices to be agreed upon but such prices shall language.

attachment; or in no instance exceed a pro rata proportion of the cost of the items The agreement to arbitration shall not prevent a party from

the Supplier, where he is a natural person, no longer qualifies to be as specified in the Purchase Order; obtaining urgent interim relief by way of injunction, interdict or any

director of a company in terms of the provisions of the Companies Raw materials which have been ordered by the Supplier for this other similar legal remedy that may be available from any court of

Act, ; or particular order, at ruling market prices, provided that such raw competent jurisdiction, pending arbitration on grounds that such

should there be any change as regards: materials shall be delivered to Denel; court would grant by way of interim relief.

the controlling shareholding in the Supplier, where the Supplier The reasonable cost of any special equipment such as jigs, tools and The Parties agree that any arbitration award or outcome shall be

is a Company; or templates which cannot be utilised in the normal day to day working binding to the Parties and shall without further process be made an

the members, where the Supplier is a Close Corporation; or process carried out by the Supplier, provided that such equipment order of any court of competent jurisdiction by both parties.

is delivered to Denel and only to the extent that the cost thereof has The provisions of this clause serve as an irrevocable consent by all the Supplier's form of business;

not already been paid for by Denel. the Parties to any of the proceedings in terms hereof and the PartiesDenel may,

The termination period shall be stipulated in the notice by Denel. shall not be entitled to withdraw from the proceedings or to

in any such event, without prejudice to any of its rights under the

maintain that they are not bound by such provisions; and are

Purchase Order, allow the Supplier to proceed with the Purchase Such written notice of termination shall be served on the Supplier

divisible from the rest of this Agreement and shall remain in full

Order in whole or in part, or cancel the Purchase Order in whole or by Denel and it shall specify the extent to which the Purchase Order

force and effect, notwithstanding termination of this Agreement for

in part and without incurring any liability for resultant damages is terminated as well as the notice date and period.

any reason whatsoever.

which the Supplier may suffer and Denel shall under no Upon receipt of such notice, the Supplier shall:

circumstances be responsible for direct, indirect, special, incidental INSURANCE

immediately stop work on the Purchase Order to the extent

or consequential damages or loss of profits arising from the specified; The Supplier shall take out and maintain in force all insurance

cancellation or annulment of the Purchase Order or policies necessary to cover its liability under these Standard Terms

place no further Purchase Orders for materials, services or facilities

Cancel the Purchase Order in whole or in part and direct the Supplier and Conditions of Procurement. The Supplier agrees to provide

affected by the notice;

by notice in writing to suspend or discontinue work in connection Denel with evidence of insurance pursuant to any Denel

terminate all Purchase Orders and subcontracts to the requiredwith the Purchase Order in whole or in part on the day stated in the requirements regarding insurance coverage, and to comply with

extent of the notice;notice, and may itself execute or complete the Purchase Order or such requirements, including third party liability as well as liability

conclude a contract with any other person for the execution or take all reasonable action to limit any further or other expenses towards Denel.

completion of the Purchase Order or procure other Goods in related to the work so terminated;

Fraud & corruption

substitution for those neglected to be manufactured or supplied or continue work that has not been terminated;

for those rejected, and Denel may recover from the Supplier the Should Denel conclude on reasonable grounds -

protect and preserve Denel’s property relating to the Purchase

difference between the cost of such procured Goods and the Price

Order and deliver it to Denel if so instructed. that the Supplier has promised or caused to be promised on its

indicated in the Purchase Order (if the latter is lower), as well as any behalf, offered or given a bribe, commission, gift, loan, benefit or

other costs and expenses (including the cost of any additional DISPUTE RESOLUTION other consideration of whatever nature to an official, employee or

transport) which Denel incurred or may incur upon the Supplier's All disputes, differences or questions between the Parties to the any other person in the course of obtaining or executing the

default; or Agreement with respect to any matter or thing arising out of or Purchase Order; or

Claim direct, indirect, special, consequential and incidental damages relating to the Agreement which cannot be resolved in good faith that the Supplier has acted fraudulently or in bad faith in obtaining

as may have been suffered by Denel as a result of the Supplier's by means of direct negotiations and conciliation, within fifteen (15) or executing any contract with Denel, any public body, company,

failure or default; or days of such dispute arising, shall be resolved by mediation under firm or person, or has in the conduct of its business failed to observe

Where the Purchase Order calls for the delivery of spare parts lists, the Rules of the Arbitration Foundation of Southern Africa (AFSA) statutory requirements, resulting in a criminal conviction;

catalogues, technical manuals or any other documentation, (or its successor or body nominated in writing by it in its stead).

then Denel may (i) terminate the Purchase Order and recover from of purchase. However, in the event that there are contradictory under it, upon giving written notice to the Supplier.

the Supplier the amount of any loss suffered by Denel resulting from requirements, the specific conditions stipulated in the Purchase These Standard Terms and Conditions of Procurement, or any terms

such termination or (ii) recover in full from the Supplier any loss Order shall take precedence over the relevant conflicting provisions or conditions incorporated in the Purchase Order, shall be governed

sustained by Denel in consequence of any breach of clause 23, of these Standard Terms and Conditions of Procurement. by and interpreted in accordance with the laws of the RSA, and the

whether or not the Purchase Order has been terminated. This document and the Purchase Order constitute the entire Supplier shall conform to all statutory requirements of the

Any potential conflict, such as employees of Denel having an agreement between the Parties. . government of the RSA with regard to such Goods. In particular, the

interest, whether directly or through family members, in the No variation, addition or agreed cancellation of these Standard Parties agree that due to the nature of the supply made under the

Supplier’s organization; or interests between the supplier and Terms and Conditions of Procurement, including this clause 30.3 Purchase Order, and to the extent as may be applicable, such supply

Denel, shall be declared in writing by the supplier prior to accepting shall be of any force or effect unless reduced to writing and signed is subject to international and domestic laws dealing with the types

a contract. by both parties and their duly authorised signatories. of products being supplied, including without limitation:

WAIVER OF RIGHTS AND RETENTION OF SECURITIES These Standard Terms and Conditions of Procurement and the The National Conventional Arms Control Act (Act );

Purchase Order do not establish either Party as being the agent or The Regulation of Foreign Military Assistance Act (Act );

Irrespective of the amount paid by Denel nor any extension of the

legal representative of the other Party for any purposes Anti-Personnel Mines Prohibition Act (Act );completion date granted by Denel shall prejudice Denel’s rights

whatsoever, without the first mentioned Party’s written statement

against the Supplier or absolve the Supplier of its obligations for the Firearms Control Act (Act );

authorising the latter Party legally to act on behalf of the first

due execution of the Purchase Order, or be interpreted as approval

mentioned Party to the extent of authorisation provided for therein. Non-Proliferation of Weapons of Mass Destruction Act (Act 87 of

of the Goods delivered; and no payment shall incur a liability for

Neither Party is granted, unless otherwise specially authorised, any 1993);

Denel to pay for alterations, amendments or additional work not

right or authority to assume or create any obligation or DOMICILIUM AND NOTICESordered in writing by Denel, and such payment shall not absolve the

responsibility, express or implied, in and on behalf or in the name

Supplier of its obligations regarding the payment of damages, The Parties select the addresses stated in the Purchase Order as of the other Party, or to bind the other Party in any manner or form

whether due, ascertained, liquidated or not. their respective domicilia citandi et executandi. whatsoever.

Denel may retain any part of the securities and retention money Where possible, the address shall indicate the individual from whom These Standard Terms and Conditions of Procurement and the

held by it for as long as the Purchase Order is not completed to the attention is required. Purchase Order further do not confer any exclusive rights on any

satisfaction of Denel or for as long as any amount is owing to Denel

one Party and do not prohibit the Parties in any way whatsoever Any notice or communication required or permitted to be given in

by the Supplier.

from conducting their normal business activities or from entering terms of these Standard Terms and Conditions of Procurement and

COMPLIANCE WITH BBBEE REQUIREMENTS into any future agreements or arrangements with any third party. the relevant Purchase Order shall be valid and effective only if in

writing.Denel shall apply the provisions of the Broad Based Black Economic Denel and the Supplier shall use the English language in which the

Empowerment Act, or as amended and its Codes of Good Purchase Order was issued in all documents relating to or resulting Any Party may by notice to the other Party change the physical

Practice in the procurement of Goods. As a general rule preference from the Purchase Order. Documents in other languages shall be address or its email address chosen as its domicilium citandi et

shall be given to local suppliers with a BBBEE level from 1 to 4. In valid only if they are accompanied by a translation in the language executandi to another physical address or its postal address to

addition to the BBBEE level company status, chances of success will of the Purchase Order certified as correct by a sworn translator. The another postal address, provided that the change shall become

increase if Suppliers of products and Services have substantial Black party submitting a translation shall be responsible for any damages effective by the tenth (10th) business day from the receipt of the

and Black Female shareholding and the Employment Equity profile resulting from a mistake in such translation. Should the notice by the addressee.

is aligned with the Economically Active Population of the relevant interpretation of the documents differ, the interpretation of the Any notice to a Party shall be deemed to be valid if:

province or South Africa. document in the original language shall take precedence over the

delivered by hand to the addressee’s address set out above, in

In order to improve Denel’s spend on Black-owned and Black translated document. which event it shall be deemed to have been received on the date

Women-owned Suppliers, Denel reserves the right to ring-fence or No relaxation or indulgence granted to the supplier by Denel from of delivery; or

set aside certain categories of products and services for such time to time shall be deemed to be a waiver of Denel’s rights in

sent by email address, in which event it shall be deemed to have

companies. terms of the Purchase Order, nor shall any such relaxation or

been received on the date of transmission of the email address.

Joint ventures between Black-owned and Black Women-Owned indulgence be deemed to be an innovation or waiver of the terms

Suppliers and White –Owned established Suppliers shall be viewed and conditions of the Purchase Order. Industrial Participation

favourably in instances where suitable Black-Owned and Black The Supplier shall not cede, assign or transfer a Purchase Order or The National Industrial Participation (NIP) and Defence Industrial

Women-Owned Suppliers are not available. any portion thereof or any rights arising therefrom, to any third Participation (DIP) Programmes administered by the Department

GENERAL party without the written consent of Denel first having been had of Trade and Industry (dti) and Armscor respectively shall be

and obtained thereto and which consent may be refused at the applicable to all contracts that are subject to the NIP and DIP

The latest issue of the Denel Standard Terms and Conditions of discretion of Denel and without furnishing any reasons therefor. obligations.

Procurement (this document) shall supersede any other conditions Denel shall be entitled to assign the Purchase Order, or any rights A subcontract shall be concluded with Denel when a supplier

exceeds the amounts, given by the dti and Armscor, of import

contents.

37 Prohibition of Restrictive practices

37.1 In terms of section 4 (1) (b) (iii) of the Competition Act No. , as amended, an agreement between, or concerted practice

by, firms, or a decision by an association of firms, is prohibited if it

is between parties in a horizontal relationship and if a bidder (s) is

/ are or a contractor(s) was / were involved in collusive bidding (or

bid rigging).

37.2 If a bidder(s) or contractor(s), based on reasonable grounds or

evidence obtained by the purchaser, has / have engaged in the

restrictive practice referred to above, the purchaser may refer the

matter to the Competition Commission for investigation and

possible imposition of administrative penalties as contemplated in

the Competition Act No. .

37.3 If a bidder(s) or contractor(s), has / have been found guilty by the

Competition Commission of the restrictive practice referred to

above, the purchaser may, in addition and without prejudice to

any other remedy provided for, invalidate the bid(s) for such

item(s) offered, and / or terminate the contract in whole or part,

and / or restrict the bidder(s) or contractor(s) from conducting

business with the public sector for a period not exceeding ten (10)

years and / or claim damages from the bidder(s) or contractor(s)

concerned.

Purchase order acceptance

Company Name

Designation Authorized Representative

Bidders must hold a valid tax clearance certificate (original issued by SARS).

Bidders must comply with ISO 9001 and/or AS-9100, ISO 14001, and ISO 18001.

Bidders must not be in arrears with tax matters.

Bidders must comply with all applicable legislation, including the Occupational Health and Safety Act.

Bidders must not deviate from Purchase Order requirements without prior written approval.

Bidders must provide proof of compliance documentation (e.g., Certificates of Conformance) with delivery.

The scope of supply is high specification computers and laptops.

The contract is governed by Denel's Standard Terms and Conditions of Procurement, which apply to all Purchase Orders placed by Denel.

Specific technical specifications, quantities, and delivery schedules are not detailed in the provided document; they will be set out in the Purchase Order.

Purchase Order prices are fixed and firm, not subject to revision unless otherwise specified in the Purchase Order.

Prices must be inclusive of all taxes, exchange rate fluctuations, contributions, insurances, and all other costs incurred by the Supplier up to and including delivery at the final location indicated by Denel.

Prices charged must not vary from those quoted in the bid, except for price adjustments authorized in writing by Denel.

Payment is made by electronic funds transfer (EFT) to the Supplier's bank account, with banking details furnished on the Supplier's letterhead signed by its bankers.

Payment is made in Rand unless otherwise agreed.

Undisputed invoices are paid sixty (60) days after calendar month-end and after receipt of the Supplier's month-end statement by Denel's Finance Department, provided Goods have been received and accepted.

Denel may withhold payment if the Supplier fails to meet Purchase Order requirements; in such case the Supplier has no claim for interest, penalties, or compensation.

Denel is entitled to set off any amount owing to Denel by the Supplier against any amount owed to the Supplier.

Invoices must be supported by a Certificate of Milestone Achievement / Certificate of Conformance or proof of acceptance, and must indicate the Purchase Order number, deliverable description, price, VAT claimed, advance payment deduction, and total amount claimed.

No invoice may relate to more than one Purchase Order.

Bidders must have a valid tax clearance certificate (original issued by SARS).

Bidders must not be in arrears with tax matters.

Bidders must comply with ISO 9001 and/or AS-9100, ISO 14001, and ISO 18001.

Bidders must comply with the Occupational Health and Safety Act, 1993, and other relevant legislation.

Bidders must comply with all applicable statutory requirements and standards, especially those relating to environment, safety, and employment or labour laws.

Standard Terms and Conditions of Procurement governing purchase orders placed by Denel, including definitions, scope, quality/health/safety/environmental requirements, purchase order acceptance, pricing, payment terms, delivery, packaging, transportation, inspection and acceptance, warranties, defective goods, ownership, export/import licences, special tooling, controlled defence supplies, hazardous substances, confidentiality, set-off, cancellation, liability, dispute resolution, termination, indemnity, insurance, and assignment provisions.

these items, it will ensure suitable preservation and storage of suchthat any such guarantee or certificate that may be required in terms and to the extent that this impact on the functionality or utility of

Procurement that shall apply in the event of an agreement between clause 15.1 Standardisation) requirements of a quality management system and

The tender is for the supply of high specification computers and laptops for Denel Landward, as per the RFB. Specific quantities, models, and performance requirements are not stated in the available document.

Bidding procedure enquiries: Ella Jordaan, telephone 012 620 3356, email [email protected]. Technical enquiries: contact person and details not provided.

Bid response documents must be deposited in the bid box at the street address provided in the invitation. The closing time is 11:00 on the closing date. Bidders must complete and submit all required SBD forms, including SBD 1 (Invitation to Bid) signed as the offer cover page, and the Authority to Sign / Board Resolution as proof of authority. Foreign suppliers must complete the foreign supplier questionnaire. Bidders must provide their VAT registration number, tax compliance system PIN or CSD number, and B-BBEE status level verification certificate or sworn affidavit (for EMEs/QSEs).

Bidders must be registered on the Central Supplier Database (CSD) and be tax compliant (SARS TCS or tax pin). Bidders must submit a valid B-BBEE status level certificate or sworn affidavit (for EMEs/QSEs) to qualify for preference points. Foreign suppliers must complete the foreign supplier questionnaire. Bidders must complete and submit all required SBD forms and the Authority to Sign / Board Resolution.

The tender is for the supply of high specification computers and laptops for Denel Landward, as per the RFB. Specific quantities, models, and performance requirements are not stated in the available document.