Your use of the Site as a supplier or engagement in any supplier-related activities is subject to the additional Supplier Terms outlined below:
Concilium Technologies (Pty) Ltd, sale of Products, Support and Licenses for Software are governed by the following Terms and Conditions of Sale:

1. Definitions

1.1. “Products” means hardware, Software, documentation, accessories, media, supplies, parts and upgrades that are determined by Concilium to be available from Concilium upon receipt of the Customer’s order.
1.2. “Custom Products” means Products modified or configured to meet the Customer requirements.
1.3. “Software” means one or more programs capable of operating on a controller, processor or other hardware Product (“Device”). Software is either a separate Product, included with another Product (“Bundled Software”), or fixed in a Device and not removable in normal operation (“Firmware”).
1.4. “Specifications” means specific technical information about Products which is published in Product manuals and technical data sheets in effect on the date Concilium ships the Customer’s order.
1.5. “Support” means hardware maintenance and repair; Software updates and maintenance; training; and other standard support services provided by Concilium. “Custom Support” means any agreed non-standard Support, including consulting and custom project services.
1.6. “Manufacturer” means an entity for which Concilium is an approved distributor of products.
1.7. “Third party supplier” means an entity that supplies Concilium with products without Concilium being an official distributor.

2. Prices

2.1. Prices quoted include Delivery charges, unless otherwise indicated on the quotation, and are valid for the period indicated on the quotation or for the applicable purchase agreement ordering period, whichever expires first. For orders accepted by Concilium, where the Customer has not opted for a forward cover contract, prices remain valid for 90 days from the original order date unless otherwise indicated on the quotation. Change orders that extend Delivery beyond those validity periods become new orders at prices to be determined and agreed when Concilium receives the change orders. Concilium may change support prices, except for Custom and prepaid Support, upon 30 days written notice.
2.2. Prices are exclusive of, and the Customer will be liable for, applicable duties, tariffs, value added or like taxes.
2.3. Increases in duties, taxes and other costs imposed by statute after date of quotation or the Customer’s order and prior to delivery will be for the Customer’s account.

3. Customer Purchase Orders (“Orders”)

3.1. All Orders are subject to acceptance by Concilium. Concilium will not accept customer purchase orders with delivery dates in excess of 180 days, unless otherwise agreed to or indicated on the Concilium quotation.
3.2. The Customer will specify “Ship To” addresses when the Order is placed, unless otherwise agreed.
3.3. If less than 45 days prior to scheduled delivery, the Customer issues a change order causing a delivery delay or cancels orders for Products, the Customer may be subject to a charge of 15% on the selling price of affected Products. In addition, the Customer will pay all charges incurred for importation and for returning Products to the Manufacturer if such Product orders are cancelled after shipment.
3.4. Notice of cancellation of order after the Customer accepts delivery, must be received by Concilium in writing within 14 days of such delivery, unless otherwise agreed upon in writing.
3.5. Cancellation of Order after the Customer accepts delivery will only be accepted by Concilium, if the Customer returns the product in the condition and packaging as when the goods were received, and the Manufacturer agrees to accept the return.
3.6. Cancellation of Order after the Customer accepts delivery will be subject to the Manufacturer’s cancellation charge with a minimum fee of 15% on the selling price of affected Products. In addition, the Customer will pay all charges incurred for importation and for returning Products to the Manufacturer.

4. Delivery

4.1. Subject to any cancellation, substitution or non-fulfilment of Customer’s Orders, Concilium will deliver the products specified in the Customer’s Order (quoted delivery time). Concilium may use third party delivery agents to deliver products to Customers.
4.2. Concilium will make every reasonable effort to meet the Customer’s Delivery requirements. If Concilium is unable to meet the Customer’s Delivery requirements, alternative arrangements may be agreed.
4.3. Concilium will aim to deliver products in accordance with the times and dates for delivery as quoted but quoted delivery times are approximate only and to the maximum extent permitted by law, Concilium shall not be liable for the consequences of any delay in delivery. Time for delivery shall not be of the essence.

5. Shipment And Risk Of Loss

5.1. Concilium will ship according to Concilium’s standard commercial practice, and risk of loss and damage will pass to the Customer at the point the Customer or the Customer’s agent accepts delivery of the goods. If special packing or shipping instructions are agreed, charges will be billed separately to the Customer, and risk of loss and damage will pass to the Customer at the point the Customer or the Customer’s agent accepts delivery of the goods.

6. Delivery & Inspection, Installation And Acceptance

6.1. The Customer must inspect the products as soon as is reasonably possible after delivery or collection. The Customer shall, within 14 days of the date of delivery or collection, give notice to Concilium in detail of:

6.1.1. Any defect in the product that is apparent on reasonable examination. In this case Concilium shall, at Concilium’s discretion, replace the products or refund the purchase price. In any event the Customer must refuse parcels delivered to it in a damaged condition;
6.1.2. Any shortfall in products delivered. In this case Concilium shall, at its discretion, deliver the undelivered products or refund the price of the undelivered products;
6.1.3. Any delivery of products not in accordance with the order. In this case Concilium shall, at Concilium’s discretion, replace the products or refund the purchase price; or
6.1.4. Any non-delivery of the products (in which case the time limit is within 10 days of the estimated despatch date). In this case Concilium shall deliver the undelivered products or refund the price of the undelivered products.
6.1.5. If the Customer fails to give any such notice, the products shall be conclusively presumed to be, in all respects, in accordance with the Order and free from apparent defects, and the Customer shall be deemed to have accepted the products accordingly. Concilium’s record of the products despatched (including the quantity) shall be conclusive evidence of the products received by the Customer, unless proved otherwise by the Customer.

6.2. Product installation information is available with Products, on quotations or upon request. Installation by Concilium, when included in the purchase price, is complete when the Product passes Concilium’s installation and test procedures.
6.3. For Products with installation included in the purchase price, delivery and acceptance by the Customer occurs upon delivery to the Customer and completion of installation by Concilium.
6.4. For Products without installation included in the purchase price, acceptance by the Customer occurs upon Delivery to the Customer or the Customer’s agent and will be presumed “as accepted” unless the Customer demonstrates in writing to Concilium, within 14 days after Delivery, that the Product does not pass established test procedures or programs.
6.5. If the Customer schedules or delays installation by Concilium for more than 30 days after Delivery, the Customer’s acceptance of the Product(s) will occur on the 31st day after Delivery.

7. Payment

7.1. If Concilium has not granted credit to the Customer, payment terms are either payment in advance or payment prior to delivery of order (COD).
7.2. Credit terms (subject to satisfactory references and at Concilium’s absolute discretion) are available. If credit has been granted, on acceptance of the Customer’s Order, Concilium will issue the Customer with an original and valid tax invoice which complies with the Value-Added Tax Act 89 of 1991. Such invoice will be sent by email, unless otherwise agreed between Concilium and the Customer. The Customer shall pay the total amount per the Tax Invoice within 30 days from date of statement. Credit facilities may be withdrawn by Concilium at any time with prior notice to the Customer and Concilium reserves the right, in its sole and absolute discretion, to alter the credit facilities or to review the extent, nature and duration of such facilities without being obliged to furnish reasons to the Customer.
7.3. All payments must be made without any set-off, deduction or counterclaim.
7.4. If any sum is not paid on the due date, then, without prejudice to any other right or remedy:

7.4.1. all sums then outstanding from the Customer will immediately become due and payable notwithstanding that such sums would not otherwise be due until a later date, and
7.4.2. Concilium shall be entitled to recover all costs that it has incurred in recovering any outstanding sums from the Customer, including but not limited to collection costs and legal costs; and
7.4.3. Concilium may also charge the Customer interest from the due date until payment is made in full (both before and after any judgement) on the amount unpaid at a rate which is 2 per cent per annum above the prime overdraft rate published by Concilium’s primary bankers from time to time, and
7.4.4. Concilium may stop accepting orders and/or suspend shipments until payments are made in full.

7.5. A certificate signed by any director or manager of Concilium showing the amount due and owing by the Customer to Concilium at any given time shall be prima facie evidence of the facts stated therein for the purposes of all legal proceedings against the Customer for the recovery of the said amount including for the purposes of summary judgment or provisional sentence.
7.6. Title to products will pass upon the later of full payment or Delivery of Products. Concilium shall have the right to recover products from the Customer should the products not be fully paid for within the given credit period.

8. Support

8.1. The Customer may order Support from Concilium’s current Support offering. Some Support (and related Products) may not be available in all countries. Orders for Support are subject to the terms of the Support Exhibit or quotation in effect on the date of order.
8.2. To be eligible for Support, Products must be at current specified revision levels and, in Concilium’s reasonable opinion, in good operating condition.
8.3. Concilium may, at no additional charge, modify Products to improve operation, supportability and reliability, or to meet legal requirements.
8.4. Relocation of Products is the Customer’s responsibility. Relocation may result in additional Support charges and modified service response times. On-site Support of Products moved to another country is subject to availability.
8.5. Concilium will provide Support for products not supplied by Concilium when approved by Concilium in writing. Concilium will provide Support for Concilium Products when the Customer allows Concilium to perform modifications if requested by Concilium under Section 8.3 above. The Customer is responsible for removing any products not eligible for Support to allow Concilium to perform Support services. If Support services are made more difficult because of such product(s), Concilium will charge the Customer for the extra work at Concilium’s standard rates.
8.6. Support does not cover any damage or failure caused by:

8.6.1. Use of unapproved media, supplies and other products; or
8.6.2. Site conditions that do not conform to Concilium’s and/or Manufacturer’s site specifications; or
8.6.3. Neglect, improper use, fire or water damage, lightning, electrical disturbances, transportation by the Customer, work or modification by people other than Concilium employees or subcontractors, or other causes beyond Concilium’s control; or
8.6.4. Inability of any non-Concilium supplied products in the Customer’s environment to correctly process, provide or receive data, and to properly exchange data with the Products supplied by Concilium.
8.6.5. The Customer is responsible for maintaining a procedure external to the Products to reconstruct lost or altered the Customer files, data or programs. The Customer will have a representative present when Concilium provides Support services at the Customer’s site. The Customer will notify Concilium if Products are being used in an environment which poses a potential health hazard to Concilium employees or subcontractors; Concilium may require the Customer to maintain such Products under Concilium supervision.
8.6.6. The Customer may delete Products under Support or cancel Support orders upon 60 days written notice or a period otherwise agreed to. Upon such applicable written notice, Concilium will cancel Support orders or remove Products from Concilium’s Support offering.

9. Warranty

9.1. Concilium warrants that all Products sold are supplied in accordance with the Manufacturer or Third-Party supplier’s warranty and are not materially defective at the time of delivery.
9.2. In the event of any such product being materially defective, and subject to the provisions of clause 6 (DELIVERY & INSPECTION, INSTALLATION AND ACCEPTANCE) and if Concilium receives notice of defects or non-conformance to hardware Specifications, or substantial non-conformance to Manufacturer’s standard Software Specifications during the warranty period, Concilium will, at its option, repair (and recalibrate only as necessitated by repairs), or replace the affected Products. If Concilium is unable, within a reasonable time, to repair, replace or correct a defect or non-conformance in a Product to a condition as warranted, the Customer will be entitled to a refund of the purchase price upon prompt return of the Product to Concilium. The Customer will pay expenses for return of such Products to Concilium. Concilium will pay expenses for shipment of repaired or replacement Products, except for Products returned to the Customer from another country.
9.3. Product warranty period and additional information is available with Products, on quotations, or upon request.
9.4. Additional warranty coverage may be purchased and that warranty will be limited to the country in which the additional coverage was purchased. The Customer may receive a different warranty when the Product is purchased as part of a system or solution. Concilium reserves the right to change the warranty. The warranty period begins on the date of Delivery, or the date of installation if installed by Concilium. If the Customer schedules or delays installation by Concilium more than 30 days after Delivery, the warranty period begins on the 31st day after Delivery.
9.5. Concilium warrants Manufacturer’s hardware Products against defects in materials and workmanship. Concilium further warrants that Manufacturer’s hardware Products conform to Specifications. These warranties do not include periodic recalibration (recommended for some Manufacturer’s Products), unless specifically covered in the warranty terms for such Products.
9.6. Concilium warrants that Software will not fail to execute its programming instructions due to defects in materials and workmanship when properly installed and used on the Device designated by Concilium. Concilium further warrants that Manufacturer’s standard Software will substantially conform to Specifications. Concilium does not warrant that Software will operate in hardware and software combinations selected by the Customer, or meet requirements specified by the Customer.
9.7. Concilium does not warrant that the operation of Products will be uninterrupted or error free.
9.8. Concilium warrants that Concilium Support will be provided in a professional manner. Concilium will replace, at no charge, parts that are defective and returned to Concilium within 90 days of delivery. Any product repaired or replaced under warranty is only warranted for the period of time remaining in the original warranty.
9.9. Some newly manufactured products and/or Concilium Support may contain or use remanufactured parts that are equivalent to new parts, in their performance.
9.10. The above warranties do not apply to defects resulting from improper or inadequate maintenance or calibration by the Customer; the Customer or third party supplied software, interfacing or supplies; unauthorized modification; improper use or operation outside of the Specifications for the Product; abuse, negligence, accident, loss or damage in transit; improper site preparation; or unauthorized maintenance or repair.
9.11. THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. CONCILIUM SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.12. Place of performance: within Concilium’s defined service travel areas – warranty and installation services for system products, installed by Concilium, shall be performed at the Customer premises at no charge. Outside the service travel areas, the system warranty and installation services shall be performed at the Customer’s premises upon Concilium’s prior agreement, and the Customer will pay Concilium’s round trip expenses and applicable additional charges for such services. In all other cases Products shall be returned to a service facility designated by Concilium for repair. System Products with on-site warranty will receive warranty services at the initial installation site; if moved, warranty services will be provided if the Customer purchases additional inspection or installation services at the new site.
9.13. Concilium provides all goods with only Original Equipment Manufacturer’s warranty, where available.
9.14. To the full extent permitted by law, in no event will Concilium be liable for any loss of profits, revenue, goodwill, anticipated savings, reputation or data, nor for any incidental, punitive, moral, or consequential damages whatsoever, whether arising in contract, tort (including, without limitation and for the avoidance of doubt, negligence or breach of statutory duty), warranty or otherwise, even if it has been advised of the possibility of such damages.
9.15. To the full extent permitted by law, Concilium makes no representations nor gives any warranties, and hereby expressly disclaims all representations, conditions and warranties, whether express or implied, including by way of example and not limitation, implied warranties of title, merchantability, non-infringement, satisfactory quality and fitness for a particular purpose.

10. Licenses

10.1. “Use” means storing, loading, installing, executing or displaying Software on a Device.
10.2. “Software License” means the Use authorization(s) for the use of Software specified by Concilium in its quotation, invoice or other documentation. Each Software License has a corresponding License Fee.
10.3. “License Fee” means the fee or fees designated by Concilium for Use of Software. Different License Fees may apply to particular Software if more than one Software License is available for that Software.
10.4. In return for the License Fee, Concilium grants the Customer a non-exclusive license to Use the Software listed in the Customer’s order in conformance with the applicable Software License. Details of the types of Software Licenses offered are available from Concilium on request. If no Software License is specified, then, in return for the applicable fee, Concilium grants the Customer a license to Use one copy of the Software on one Device at any one time. All Software Licenses will be perpetual unless terminated, transferred or otherwise specified.
10.5. If the Customer is a Concilium authorized reseller, the Customer may sublicense the Software to an end-user for its Use, or (if applicable) sublicense the Software to a Concilium authorized reseller for subsequent distribution to an end-user for its Use. These sublicenses must incorporate the terms of this Section 10 in a written sublicense agreement, which will be made available to Concilium upon request.
10.6. Unless otherwise permitted by Concilium, the Customer may only make copies or adaptations of the Software for archival purposes or when copying or adaptation is an essential step in the authorized Use of the Software on a backup Device, provided that copies and adaptations are used in no other manner and provided further that the Use on the backup Device is discontinued when the original or replacement Device becomes operable.
10.7. The Customer must reproduce all copyright notices in or on the original Software on all permitted copies or adaptations. The Customer may not copy the Software onto any public or distributed network.
10.8. Bundled Software or Firmware provided to the Customer may only be used when operating the associated Device in configurations as sold or subsequently upgraded by Concilium. The Customer may transfer Firmware only upon transfer of the associated Device.
10.9. Updates, upgrades or other enhancements are available under Concilium Support agreements. Concilium reserves the right to require additional licenses and fees for Use of the Software on upgraded Devices.
10.10. The Software is owned and copyrighted by Concilium, the Manufacturer or by third party suppliers. The Customer’s license confers no title or ownership and is not a sale of any rights in the Software, its documentation, or the media on which they are recorded or printed. The Manufacturer or Third-party supplier may protect their rights in the Software in the event of any infringement.
10.11. The Customer will not disassemble or decompile the Software without Concilium’s prior written consent. Where the Customer has other rights under statute, the Customer will provide Concilium with reasonably detailed information regarding any intended disassembly or de-compilation. The Customer will not decrypt the Software unless necessary for legitimate use of the Software.
10.12. The Customer’s Software License is transferable subject to Concilium’s prior written authorization and payment to Concilium of any applicable fees. The Customer will immediately upon transfer deliver all copies of the Software to the transferee. The transferee must agree in writing to the terms of the Customer’s license. All license terms will be binding on involuntary transferees, notice of which is hereby given. The Customer’s license will automatically terminate upon transfer.
10.13. Concilium may terminate the Customer’s or any transferee’s or sublicensee’s Software License upon notice for failure to comply with any applicable license terms. Immediately upon termination, the Software and all copies of the Software will be destroyed or returned to Concilium. Copies of the Software that are merged into adaptations, except for individual pieces of data in the Customer’s or transferee’s or sublicensee’s data base, will be removed and destroyed or returned to Concilium. With Concilium’s written consent, one copy of the Software may be retained subsequent to termination for archival purposes.

11. Services

11.1. Concilium offers services in respect of products. These services include repairs to Products, traceable calibration, South African National Accreditation System (SANAS) calibration and any other services that the parties agree to.
11.2. Concilium may quote a turnaround time target for these services, but, to the maximum extent permitted by law, Concilium shall be under no liability if it fails to comply with such target.
11.3. Traceable Calibration service is offered only in relation to certain products to be determined by Concilium.
11.4. The repair or calibration service may be outsourced by Concilium to an authorised contractor either within South Africa or outside of South Africa.
11.5. The charge for the calibration service will be quoted at the time of order and prices will be valid for 30 days from the date of quotation.
11.6. SANAS Calibration – The products shall be tested for compliance with the published specification at appropriate points, using working standards which are periodically verified, and which are traceable to South African national standards. A certificate shall be issued in accordance with the conditions of the accreditation granted by SANAS and each certificate shall be valid for a period of one year after the date of issue, unless otherwise requested in writing.
11.7. Traceable Calibration – Concilium will check the product for compliance with the published specification at appropriate points, using working standards which are periodically verified, and which are traceable to national standards. A certificate of Traceable Calibration shall be issued accordingly which shall be valid for a period of one year after the date of issue, unless otherwise requested in writing.

12. Intellectual Property Rights

12.1. To the extent permitted, Concilium will assist the Manufacturer or Third-party supplier in defending or settling any claim, provided the Customer:

12.1.1. Immediately notifies Concilium in writing; and
12.1.2. Cooperates with Concilium in and grants the Manufacturer or Third-Party supplier sole control of the defence or settlement of such alleged claim.

12.2. If the Product was sourced from a Manufacturer or Third-Party supplier and resold by Concilium, then the applicable Intellectual Property Rights for that Manufacturer or Third party supplier would apply and are available on request. Concilium will assist the Manufacturer or Third-Party supplier, where reasonably possible, in any claim related to the Manufacturer or Third-party supplier’s infringement of Intellectual Property Rights.
12.3. Concilium has no obligation for any claim of infringement arising from:

12.3.1. Concilium, the Manufacturer, or Third-party supplier’s compliance with the Customer’s designs, specifications or instructions;
12.3.2. Concilium’s use of technical information or technology provided by the Customer;
12.3.3. Product modifications by the Customer or a third party;
12.3.4. Product use prohibited by Specifications or related application notes; or
12.3.5. Use of the Product with products not supplied by Concilium.

12.4. These terms state Concilium’s entire liability for claims of intellectual property infringement.

13. Limitation Of Liability And Remedies

13.1. Products are not specifically designed, manufactured or intended for sale as parts, components or assemblies for the planning, construction, maintenance, or direct operation of a nuclear facility. The Customer is solely liable if Products or Support purchased by the Customer are used for these applications. The Customer will indemnify and hold Concilium harmless from all loss, damage, expense or liability in connection with such use.
13.2. To the extent Concilium is held legally liable to the Customer, Concilium’s liability is limited in aggregate to the lesser of R5,000,000 or the amount paid to Concilium for the applicable Product or Support services of the applicable order for any claims arising from one or more of the following:

13.2.1. Payments described in Sections 9 and 12 above;
13.2.2. Damages for bodily injury or death;
13.2.3. Direct damages to tangible property;
13.2.4. Other direct damages for any claim based on a material breach of Support services, up to a maximum of 12 months of the related Support charges paid by the Customer during the period of material breach; and
13.2.5. Other direct damages for any claim based on a material breach of any other term of these Concilium Terms and Conditions of Sale and Service.

13.3. Notwithstanding Section 13.2 above, in no event will Concilium or its affiliates, subcontractors or suppliers be liable for any of the following:

13.3.1. Actual loss or direct damage that is not listed in 13.2 above;
13.3.2. Damages for loss of data, or software restoration;
13.3.3. Damages relating to the Customer’s procurement of substitute products or services (i.e., “cost of cover”); or
13.3.4. incidental, special, indirect or consequential damages (including downtime costs or lost profits or revenue but excluding payments described in Section 12 above).

13.4. Concilium shall not be liable for performance delays or for non-performance due to unforeseen circumstances or due to causes beyond its reasonable control. In the event of non-performance due to such circumstances or causes continuing for more than six (6) months any party may terminate the agreement as to Products or Services not yet delivered.
13.5. THE REMEDIES IN THESE CONCILIUM TERMS AND CONDITIONS OF SALE ARE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES.

14. Technical Changes; Obsolescence Of Product

14.1. Concilium, the Manufacturer or Third-Party supplier shall have the right to make changes in design or Specifications of the Products mentioned herein at any time provided that no such change shall adversely affect the performance of said Products;
14.2. During the validity period of Concilium’s quotation some of the Products quoted might become obsolete. In such a situation Concilium shall use its best efforts to provide equivalent replacement Products at similar prices but shall not be held responsible in case there would be no replacement available.

15. Export Administration Regulations

15.1. Certain products sold by Concilium are subject to export control regulations of the United Kingdom, the United States of America, the European Union and other countries (“Export Laws”). The Customer shall comply with such Export Laws and obtain any licence or permit required to transfer, export, re-export or import the products
15.2. All terms and conditions of any transaction between the Customer and Concilium shall be subject to the pertinent laws, rules and regulations such as the US Export Administration Regulations relating to restrictive practices and boycotts. In no event shall the Manufacturer or supplier be bound by any terms and conditions requested by the Customer that contravene applicable laws of the USA and applicable countries
15.3. Delivery of Products is subject to the obtaining of appropriate export authorisations from the USA and other applicable countries. The Customer who exports Products assumes responsibility for complying with applicable laws and regulations and for obtaining required export and import authorisations. The Customer shall not deal with the Products in violation of the US Export Administration Regulations and other applicable regulations and in such an eventuality Concilium will immediately cancel the order and/or terminate the agreement.
15.4. The Customer shall not, directly or indirectly, sell, permit to be sold, dispose of, export, re-export or otherwise provide products to any country or entity under sanction or embargo administered by the United Kingdom, the United States of America, the European Union or other country.
15.5. The Customer represents, warrants and undertakes to Concilium that products it purchases from Concilium will not be used, sold or incorporated into products used directly or indirectly in the design, development, production or use of chemical, biological or nuclear weapons, delivery vehicles and systems of the same or in the development of any weapons of mass destruction.
15.6. Classifications of products for export purposes, including ECCN and Harmonised Tariff codes, are provided by Concilium for internal use only. This information is supplied in good faith based on details available at the time of compilation. Concilium makes no warranty or representation that the information is current or accurate and accepts no liability for any loss or damage arising from reliance on it. Use of this information is entirely at the Customer’s own risk, and without any recourse to Concilium. The Customer is responsible for ensuring compliance with all applicable export legislation, including determining the correct classification of any item at the time of onward export.

16. Compliance With Laws, Instructions And Warnings

The Customer must, at all times:

16.1. comply with all relevant laws, regulations and standards relating to the Products, including but not limited to the loading, storage, stacking, handling and use thereof;
16.2. comply with the instructions provided by Concilium in relation to the Products and the handling and use thereof;
16.3. take proper notice of the warnings provided by Concilium in relation to any hazards associated with the Products or the handling or use thereof;
16.4. to the extent applicable, communicate the items listed in 16.1 to 16.3 of this clause to all persons to whom the Customer supplies the goods; and
16.5. ensure that the persons referred to in 16.4 above undertake to communicate the items listed in 16.1 to 16.3 of this clause to all persons to whom they supply the goods, and so on down the supply chain until the goods reach the end user.
16.6. The Customer shall not knowingly sell to any buyer who is on, or who will supply the products to any other person who is on, the US Denials List or any other embargoes or sanctions list.
16.7. As far as the law allows, the Customer hereby indemnifies and holds Concilium harmless from and against all actions, claims, costs, demands and expenses incurred or suffered by Concilium arising out of the breach by the Customer of this clause 16.
16.8. The above clause requires the Customer to indemnify and hold Concilium and other persons or entities harmless from and against claims, loss, damages, and harm that may be suffered by Concilium and other persons or entities as a result of the events set out in the above clause. The customer is also required to indemnify Concilium and other persons and entities against claims for loss, damages, and harm that may be made by any person or entity as a result of the events set out in the above clause. This places various risks, liabilities, obligations and legal responsibilities on the Customer who shall be responsible and liable for the payment of the value of the claims, loss, damages, and harm that may be suffered or claimed.

17. Breach

17.1. If the Customer breaches any obligation owed by it to Concilium whether under these terms and conditions of sale or otherwise and fails to remedy such breach (if such breach is capable of remedy) within 14 days of receipt of written notice from Concilium requiring it to do so, Concilium shall be entitled, without prejudice to any other remedies to which it may in law be entitled, to:

17.1.1. claim immediate payment of all amounts payable by the Customer to Concilium notwithstanding that such sums would not otherwise be due until a later date;
17.1.2. suspend performance of any obligation owed by it and to claim any additional costs and expenses incurred by it as a result thereof;
17.1.3. cancel the order, agreement, contract, and any other contract/s between the parties; and/or
17.1.4. retain, as a penalty, all amounts paid by the Customer or alternatively to claim such damages as it may have suffered.

17.2. The Customer shall be liable to pay all expenses and legal costs, including attorney and client costs and collection commission, which Concilium may incur in taking any steps pursuant to any breach of these terms and conditions of sale by the Customer.
17.3. In addition to any and all other legal remedies available to Concilium in law, Concilium may, to the maximum extent permitted by law, immediately cancel this contract or any other contract between the parties with no notice to the Customer if the Customer:

17.3.1. agrees to business rescue;
17.3.2. is liquidated (provisionally or finally, voluntarily or compulsorily);
17.3.3. effects a general compromise or any other arrangement with its creditors; and/or
17.3.4. suffers any judgment to be granted against it and fails to meet the judgment or take steps to set it aside or rescind it, within 30 days of it being granted.

18. Force Majeure

18.1. A force majeure event is any event beyond the reasonable control of Concilium (including but not limited to strikes, traffic congestion, the downtime of any external line, or Concilium’s inability to procure services, materials or articles required for the performance of the contract except at enhanced prices).
18.2. If Concilium is prevented or restricted from carrying out all or any of its obligations under these terms and conditions of sale by reason of any force majeure event, then Concilium shall be relieved of its obligations during the period that such event continues and shall not be liable for any delay and/or failure in the performance of its obligations during such period.
18.3. If the force majeure event continues for a period longer than fourteen days, Concilium may cancel the affected order or cancel the whole or any part of these terms and conditions of sale, without any liability to the Customer.

19. Confidentiality

19.1. The Customer shall not use or disclose any and all information in whatever form, whether in oral, tangible or documented form, that:

19.1.1. is by its nature confidential; or
19.1.2. the Customer knows or ought to know is confidential; or
19.1.3. is designated by Concilium as confidential, and in each case is disclosed to or otherwise learned, acquired or developed by the Customer in connection with these terms and conditions (or their subject matter).

19.2. This section 19 shall survive termination of these terms and conditions, however arising.

20. Anti-Corruption

20.1. The Customer shall (and shall procure that persons associated with it or other persons who are providing goods or services in connection with these Terms and Conditions shall comply with all applicable laws, statutes, regulations relating to anti-bribery and anti-corruption, including, but not limited to, the Prevention and Combating of Corrupt Activities Act 2004, the Prevention of Organised Crime Act 1998 and the Financial Intelligence Centre Act 2001 and shall:
20.1.1. not (directly or indirectly) induce any employee, agent or subcontractor of Concilium to make any concession to or confer any benefit on the Customer, refrain or withhold from doing any act, in return for any gift, money, or other inducement;
20.1.2. not do or omit to do any act that will cause or lead Concilium to be in breach of any of the relevant requirements; and
20.1.3. promptly report to Concilium any request or demand for any undue financial or other advantage of any kind received by the Customer in connection with these Terms and Conditions.
20.2. Financial restrictions on gifts and entertainment are contained in Concilium’s Anti-Bribery Policy and further details are available on request.
20.3. Any breach of this clause 20 by the Customer shall be a material breach of these terms and conditions which is incapable of remedy.

21. Personal Information

21.1. Concilium may collect, use, processes and store your personal information and other information obtained from you. We will use, collect, process and store this personal information and other information in accordance with our privacy statement and applicable data protection laws. Our privacy statement sets out the details of the personal information and other information which we collect, process and store. It also sets out how we use, collect, process and store your personal information.
21.2. Our privacy statement is accessible at https://concilium.co.za/privacy.html (the “Privacy Statement”).
21.3. The Customer represents, warrants and undertakes that it has the right and the authority of its representatives to allow Concilium to collect and process the personal information in the manner set out in the Privacy Statement.

22. General

22.1. Transactions may be conducted through Electronic Data Interchange (“EDI”) or other electronic methods, as agreed.
22.2. If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is the subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other party may cancel any unfulfilled obligations.
22.3. Neither party may assign any rights or obligations hereunder without prior written consent of the other party.
22.4. Disputes arising in connection with these Concilium Terms and Conditions of Sale and Service will be governed by the laws of the Republic of South Africa. The Gauteng Provincial Division of the High Court will have jurisdiction. Concilium reserves the right to stipulate that any dispute be referred to arbitration in accordance with the rules of procedure of the Arbitration Foundation of Southern Africa.
22.5. Provisions herein, which by their nature extend beyond the termination of any sale or license of Products or Support, will remain in effect until fulfilled.
22.6. These Concilium Terms and Conditions of Sale and Service and any Exhibits constitute the entire agreement between Concilium and the Customer, and supersede any previous communications, representations or agreements between the parties, whether oral or written, regarding transactions hereunder. The Customer’s additional or different terms and conditions will not apply. The Customer’s purchase or license of Products and Support will constitute the Customer’s acceptance of these Concilium Terms and Conditions of Sale and Service, which may not be changed except by an amendment signed by an authorized representative of each party.
22.7. Any term herein, which is held to be invalid, shall be deleted but the remaining terms will not be affected.

Website Terms and Conditions of Use

At Concilium Technologies, we prioritize the privacy of our customers, partners, and stakeholders. In alignment with the Protection of Personal Information Act (POPIA) and the Promotion of Access to Information Act (PAIA), this page provides a comprehensive overview of how we manage personal data and make information accessible. Our commitment to transparency ensures that you remain informed about your rights and how we handle your data responsibly.

1. Acceptance of Terms
By accessing or using the Concilium Technologies (Pty) Ltd website (“the Site”), you agree to comply with and be bound by these Terms and Conditions of Use (“Terms”). If you do not agree to these Terms, please do not use this Site.

2. Use of Site
Concilium Technologies (Pty) Ltd (“Concilium”) grants you a limited, non-exclusive, non-transferable license to access and use the Site for your personal, non-commercial purposes. You may view and download materials from the Site only for personal use, provided you retain all copyright and proprietary notices.

You may not:
Modify, copy, reproduce, distribute, publicly display, or create derivative works from any content on this Site without Concilium’s prior written permission. Use the Site for any commercial or unlawful purpose. Interfere with or disrupt the Site’s operation or security.

3. Links to Other Websites
The Site may contain links to third-party websites and resources provided for your convenience. Concilium does not endorse, control, or guarantee the accuracy, relevance, or legality of any content on these external sites. Your use of third-party sites is at your own risk, and you should review their terms and privacy policies independently.

4. Disclaimer
All materials on this Site are provided “as is” without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Concilium does not guarantee that the Site will be uninterrupted, error-free, or free of harmful components. Content may be updated or changed without notice.

5. Limitation of Liability
To the maximum extent permitted by law, Concilium, its affiliates, suppliers, and third parties are not liable for any damages arising from your access to or use of this Site, including but not limited to direct, indirect, incidental, consequential, or punitive damages, loss of data, profits, or business interruption, even if advised of the possibility of such damages.

6. Privacy and Data Protection
Concilium respects your privacy and handles your personal data in accordance with our Privacy Policy, which is available on the Site. By using the Site, you consent to the collection, use, and disclosure of your data as described in the Privacy Policy.

7. Intellectual Property Rights
All intellectual property rights in the Site and its contents, including trademarks, logos, designs, text, images, and software, are owned by or licensed to Concilium. You may not use any trademark or logo without Concilium’s prior written consent.

8. Governing Law and Jurisdiction
These Terms are governed by the laws of South Africa. Any disputes arising out of or relating to these Terms or the Site will be subject to the exclusive jurisdiction of the courts located in South Africa.

9. Changes to Terms
Concilium reserves the right to revise or update these Terms at any time without prior notice. Your continued use of the Site after changes have been posted constitutes your acceptance of the amended Terms.

10. Contact Information
For questions or concerns regarding these Terms, please contact us at info@concilium.co.za.