Entrepreneurial Planning Institute (EPI) General Conditions of Purchase

EPI General Conditions of Purchase

  1. Introduction

These General Conditions of Purchase (“Conditions”) govern all purchases of goods and services (“Goods”) by the Entrepreneurial Planning Institute (“EPI”), a South African non-profit organisation, from its suppliers (“Supplier”). These Conditions apply in addition to any specific terms and conditions agreed upon in writing between EPI and the Supplier for a particular purchase order (“Purchase Order”).

  1. Acceptance of Conditions

By accepting a Purchase Order from EPI, the Supplier agrees to be bound by these Conditions. Any terms and conditions proposed by the Supplier which are inconsistent with these Conditions will be deemed null and void.

  1. Purchase Orders

All purchases by EPI will be made by a written Purchase Order signed by an authorised EPI representative, or another form of binding Contract such as a Servie Level Agreement. The Purchase Order or Contact will specify, among other things, the description of the Goods, quantity, price, delivery date, and payment terms.

  1. Price and Payment

The price for the Goods will be as stated in the Purchase Order or Contacts. Unless otherwise agreed in writing, payment terms will be on the next EPI payment run, following 30 days from the date a valid invoice is received by EPI. Payment runs are typical scheduled for month-end. EPI reserves the right to withhold payment for Goods that are not delivered in accordance with the Purchase Order or Contract.

  1. Delivery

The Supplier shall deliver the Goods to the designated location and/or format and/or specifications set out in the Purchase Order or Contact on or before the delivery date stated therein. The Supplier shall be responsible for all costs and risks associated with delivery. Title to the Goods and risk of loss shall pass to EPI upon writen confrimation of delivery.

  1. Quality and Inspection

The Goods shall be in accordance with the specifications and descriptions set forth in the Purchase Order or Contact. EPI reserves the right to inspect the Goods at any time, before or after delivery. EPI may reject any Goods that do not conform to the Purchase Order or Contract.

  1. Warranties

The Supplier warrants that the Goods will be free from defects in materials and workmanship for a period from the date of delivery, as set our in the Purchase Order or Contract, or failing so, for a period of one years. The Supplier shall, at its sole expense, repair or replace any defective Goods within a reasonable time after notification by EPI.

  1. Intellectual Property

The Supplier warrants that the Goods do not infringe upon any intellectual property rights of any third party. The Supplier shall indemnify and hold harmless EPI from any and all claims, losses, damages, and expenses (including reasonable attorneys’ fees) arising out of or in connection with any alleged infringement of intellectual property rights by the Goods.

  1. Confidentiality

The Supplier agrees to hold in confidence any and all confidential information of EPI, including but not limited to, technical data, pricing information, and customer lists. The Supplier shall not disclose any such confidential information to any third party without the prior written consent of EPI.

  1. Termination

EPI may terminate the Purchase Order or Contract, or any part thereof, for cause, including but not limited to, the Supplier’s failure to deliver the Goods in accordance with the Purchase Order or Contract, the Supplier’s material breach of these Conditions, or the Supplier’s insolvency.

  1. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under these Conditions due to causes beyond its reasonable control, such as acts of God, war, terrorism, labor strikes, or natural disasters.

  1. Governing Law and Dispute Resolution

These Conditions will be governed by and construed in accordance with the laws of South Africa. Any dispute arising out of or in connection with these Conditions will be submitted to the exclusive jurisdiction of the courts of South Africa. However, the Parties may agree to alternative dispute resolution mechanisms if so desired by both Parties.

  1. Entire Agreement

These Conditions, together with the Purchase Order or Contract, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written.

  1. Amendment

These Conditions may be amended only by a written agreement signed by both parties.

  1. Severabiity

If any provision of these Conditions is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

  1. Waiver

No waiver by either party of any breach of these Conditions shall constitute a waiver of any other breach.