Terms and Conditions

RESIN WORKS (PTY) LTD

GENERAL TERMS AND CONDITIONS OF SALE, WEBSITE USE, PRODUCT SUPPLY AND TECHNICAL SUPPORT

Document Number: RW-TC-GEN-SA-001

Effective Date: 21-08-2026

Company Registration Number: 2021/832945/07

Physical and domicilium address: 7 Kuile Street, Unit 4, George Industria, George, Western Cape, 6536, South Africa

Email: sales@resinworks.co.za  

Telephone: +27 66 292 4744

Website: www.resinworks.co.za

IMPORTANT — LIMITATIONS, INDEMNITIES, CHEMICAL RISKS, ENFORCEMENT OBLIGATIONS AND ASSUMPTIONS OF RISK: Clauses 8.5 to 8.13, 12.7 and 12.9, 14 to 18, 20 to 22, 25 to 27, 32.4, 32.5 and 37 contain provisions that limit risk or liability, impose obligations or an indemnity, identify potentially serious chemical risks, impose enforcement obligations, affect evidentiary rights or record acknowledgements of fact. To the extent required by applicable law, they are drawn to a Consumer’s attention before the transaction is concluded or payment is made, in plain language and in the manner required by sections 49 and 58 of the Consumer Protection Act. A Customer must read them carefully. Nothing in these Terms excludes liability or a remedy that applicable law does not permit Resin Works to exclude or limit.

1. Definitions

These General Terms and Conditions (“Terms”) apply to all quotations, Purchase Orders, Order Confirmations, sales, deliveries, collections, Products, Website transactions and authorised technical support supplied by Resin Works, subject always to applicable law.

“Applicator” means the person who mixes, applies, installs or otherwise uses a Product, whether that person is the Customer or a third party.

“Business Day” means a day other than a Saturday, Sunday or official public holiday in South Africa.

“Collection” means the handover of a Product to the Customer or its authorised carrier at Resin Works’ premises in accordance with clause 8.

“Consumer” means a person to whom the CPA applies in relation to the relevant transaction.

“CPA” means the Consumer Protection Act 68 of 2008 and its regulations, as amended.

“Customer” means the person or entity identified as purchaser in Resin Works’ quotation or Order Confirmation and who contracts with Resin Works. A user, specifier, contractor, Applicator, reseller or other person is not a Customer merely because that person handles or uses a Product, although the Customer’s obligations concerning those persons apply as stated in these Terms.

“Delivery” means the handover of a Product at the agreed nominated delivery address in accordance with clause 8; it does not include Collection unless the context or applicable law requires otherwise.

“Installation” means the work and resulting floor, coating system, casting, river table, countertop, decorative finish, bonded assembly, repair, manufactured article or other application or system into, onto or with which a Product is incorporated, applied or used.

                                                                                                                

“Order Confirmation” means Resin Works’ written acceptance of an order, including an acceptance sent by email or through the Website.

“Product” means any product manufactured, blended, formulated, packaged, distributed, sold or supplied by Resin Works, including epoxy resins, polyurethane systems, flooring systems, coatings, decorative and casting resins, primers, sealers, adhesives, screeds, colourants, pigments, repair products, construction chemicals, components and accessories.

“Purchase Order” means the Customer’s written order or written instruction requesting the supply of identified Products and containing the information reasonably required under clause 4.

“Resin Works” means Resin Works (Pty) Ltd, registration number 2021/832945/07.

“Special-order Goods” means goods that Resin Works is expressly or implicitly required or expected to procure, create or alter specifically to satisfy the Customer’s requirements, consistently with the definition in the CPA.

“Substrate” means the base material, surface, mould, structure, assembly, object or component onto, into or with which a Product is applied, incorporated, bonded, cast, coated, encapsulated or otherwise used.

“Technical Documents” means the applicable Technical Data Sheet (TDS), Safety Data Sheet (SDS), Application Guide, specification, label, batch documentation and written safety updates issued by Resin Works or the relevant manufacturer or importer and supplied or specifically identified by Resin Works as applying to the Product and batch actually supplied.

“TDS” means the current Technical Data Sheet issued by Resin Works or the relevant manufacturer and supplied or specifically identified by Resin Works for a Product.

“SDS” means the current GHS-compliant Safety Data Sheet issued by Resin Works or the relevant manufacturer or importer and supplied or specifically identified by Resin Works for a Product.

“Website” means www.resinworks.co.za and any authorised Resin Works online ordering portal.

Where these Terms state that an Applicator must or must not do something, the contractual obligation is an obligation on the Customer to comply if it is the Applicator and, otherwise, to take reasonable steps within its control to ensure that its appointed Applicator complies. No person who is not a party to the relevant agreement is made a contracting party merely by being described as an Applicator.

2. Applicability and Acceptance

2.1 These Terms apply to every quotation, Purchase Order, Order Confirmation, sale, supply, Delivery, Collection and authorised technical-support service by Resin Works, whether the transaction is concluded in person, by email, electronically, through the Website or by another agreed channel.

2.2 Resin Works must make these Terms available to the Customer before the transaction is concluded or payment is made. A post-transaction invoice, Delivery, Collection or use of a Product does not, by itself, incorporate a term that was not fairly brought to the Customer’s attention before contracting.

2.3 The Customer accepts these Terms by signing or electronically accepting them, or by submitting an order after receiving or being given a readily accessible link to them. Resin Works shall retain evidence of the version supplied and the Customer’s acceptance.

2.4 Any term in a Customer purchase order or other document that conflicts with these Terms is rejected unless Resin Works expressly accepts that term in a written document signed by an authorised representative. Performance or silence is not acceptance of a conflicting term.

2.5 A reference to writing includes an accessible electronic communication capable of being retained, unless the law requires another form.

2.6 The Customer may use the Website only lawfully and must keep account credentials secure. Resin Works may suspend access reasonably suspected of unauthorised, fraudulent or harmful use.

2.7 Where section 49 of the CPA applies, the provisions identified in the IMPORTANT notice above must be presented conspicuously, in plain language and at the time and in the manner required by that section. Separate initials, signature or an unticked electronic checkbox must be obtained where appropriate, including for any unusual risk of which the Customer could not reasonably be expected to be aware.

2.8 The Customer must not attempt to gain unauthorised access to the Website or an online service, interfere with its operation, introduce malicious code, misuse an account or engage in conduct that may compromise security, availability or integrity.

2.9 Resin Works will use reasonable efforts to maintain the Website and online ordering services, but may suspend them for maintenance, security or circumstances beyond its reasonable control. Temporary unavailability does not affect rights already accrued, an accepted Order Confirmation, or Resin Works’ duties concerning payment security and personal information. Liability for an outage is governed by clause 25 and applicable law.

2.10 Use of the Website is also subject to the privacy and cookie notices displayed on it. A later Website notice or version of these Terms does not retrospectively amend an accepted Order Confirmation.

3. Quotations, Website Information and Contract Formation

3.1 A quotation is valid for the period stated in it or, if no period is stated, for 30 calendar days from its date of issue, and may be withdrawn before acceptance. Until Resin Works issues an Order Confirmation, the quotation remains subject to raw-material availability and production capacity. Unless the quotation states otherwise, prices are expressed in South African Rand. Unless stated otherwise, quoted business-to-business prices exclude VAT. Before a Consumer is bound, the quotation or checkout must clearly state the total price inclusive of VAT and all unavoidable charges, including any disclosed Delivery charge.

3.2 A Website listing, catalogue, price list or quotation is an invitation to place an order and not, unless expressly stated, a binding offer. The Customer’s order is an offer. A contract arises only when Resin Works issues an Order Confirmation. An automated receipt or payment acknowledgement is not an Order Confirmation unless it expressly says so.

3.3 Payment may be taken at Website checkout or requested after Order Confirmation. In either case, the full prepayment requirements in clause 5 apply and Resin Works need not commence production, procure special materials or release a Product before cleared payment. If payment is received before Order Confirmation and Resin Works declines the order, Resin Works must promptly refund the payment using the original payment method where reasonably practicable.

3.4 Resin Works may correct a genuine and obvious pricing, stock, typographical or system error before supply by promptly notifying the Customer. The Customer may accept the corrected terms or cancel the affected order and receive a prompt refund. Resin Works will comply with section 23 of the CPA where it applies and may not rely on this clause to engage in misleading pricing.

3.5 For an electronic transaction to which Chapter VII of the Electronic Communications and Transactions Act 25 of 2002 (ECTA) applies, the Website or electronic ordering process must provide the required supplier information, enable the Customer to review, correct and withdraw the order before submission, use a sufficiently secure payment system, state the terms available for download or retention, and comply with applicable performance, refund and cooling-off requirements.

3.6 Product photographs, screen colours and printed colour charts are illustrative only. Agreed written specifications, approved physical samples and the colour-and-batch provisions in clause 17 prevail, subject to applicable law.

4. Purchase Orders and Order Accuracy

4.1 Each Purchase Order must be clear and complete and must state, where applicable: (a) the Customer’s name and billing details; (b) its Purchase Order number; (c) Product name and code; (d) quantity; (e) colour, formula, component ratio, pack size and other specification; (f) the requested Ready Date; (g) whether Collection or Delivery is required and the Delivery address; (h) the project, site or reference required on the invoice or delivery note; and (i) any special packaging, invoicing or delivery instruction.

4.2 The Customer must check the Product identity, component ratio, quantity, colour, pack size, specification, Ready Date, Delivery address and intended-use information in the quotation and Order Confirmation. Resin Works remains responsible for supplying in accordance with its accepted Order Confirmation and applicable law.

4.3 A requested change after an Order Confirmation is effective only if Resin Works accepts it in writing. Resin Works may issue a revised price and lead time reflecting reasonable additional work, materials or delay.

4.4 Resin Works may reasonably request sufficient project or intended-use information to identify the appropriate Product and safety documentation, but the allocation of responsibilities in clauses 13 and 14 remains applicable.

4.5 Resin Works is not liable for an error or delay to the extent caused by materially incomplete, ambiguous or inaccurate information in a Purchase Order that Resin Works could not reasonably have detected. Resin Works must query an apparent material ambiguity and remains responsible for the accuracy of its Order Confirmation.

5. Payment — No Credit Facility

5.1 The Customer must pay the full purchase price stated in the Order Confirmation, in cleared funds, within 14 calendar days after the date on which Resin Works accepts the Purchase Order by issuing that Order Confirmation. Time for payment is of the essence. In all circumstances, payment must be received before Resin Works commences production, procures special materials or releases the Products for Collection or Delivery.

5.2 Unless Resin Works extends the prepayment deadline in writing, the accepted order and Order Confirmation automatically lapse and are cancelled if the full purchase price is not received in cleared funds within the 14-calendar-day period in clause 5.1. No further notice of that lapse is required. Any extension changes only the deadline for full prepayment and does not permit production, procurement of special materials, release, Collection or Delivery before cleared payment, or create a credit facility or deferred-payment arrangement.

5.3 The lapse of an order under clause 5.2 is without prejudice to Resin Works’ right, to the extent permitted by applicable law, to recover reasonable and proven direct loss actually caused by the Customer’s breach in failing to pay, including irrecoverable costs reasonably incurred specifically in processing or preparing for that order. Resin Works must mitigate its loss, account for costs saved and may not recover the same loss twice.

5.4 Resin Works does not provide credit or permit deferred payment under these Terms, and nothing in these Terms constitutes or is intended to constitute a credit agreement.

5.5 Resin Works is not obliged to schedule production, procure special materials, implement an agreed change or release a Product until all required payments and order information have been received.

5.6 Any additional amount arising from a change accepted under clause 4.3 must be paid in cleared funds before Resin Works implements the change or releases the affected Product.

5.7 A refund due under these Terms or applicable law must be made without any deduction prohibited by law and within the legally prescribed period. Where no period is prescribed, the refund must be processed promptly, using the original payment method where reasonably practicable.

5.8 The Customer bears its own bank and currency-conversion charges. Resin Works bears charges imposed by its own payment-service provider unless a lawful surcharge was clearly disclosed to and accepted by the Customer before the transaction was concluded.

6. Manufacture to Order, Changes and Cancellation

6.1 Many Products are manufactured or blended to order. Production timing begins only after Order Confirmation, receipt of cleared payment and receipt of all required specifications or approvals.

6.2 Before production starts, the Customer must promptly verify any final colour, formula, quantity, component ratio, packaging or other specification submitted for approval.

6.3 Special-order Goods: Except for a defect, non-conformity or other right that cannot lawfully be excluded, the Customer may not cancel or return Special-order Goods after Resin Works has begun production, blending, tinting, procurement or adaptation. The advance-order cancellation right in section 17 of the CPA does not apply to Special-order Goods as defined in that Act. The ECTA cooling-off right is excluded only where the goods fall within an exclusion in section 42(2), including goods made to the consumer’s specifications, clearly personalised goods, goods that by reason of their nature cannot be returned, or goods likely to deteriorate or expire rapidly.

6.4 Other advance orders: A Consumer may cancel an advance order that is not for Special-order Goods, subject only to a reasonable cancellation charge permitted by section 17 of the CPA. The charge must reflect the statutory factors and may not be imposed where cancellation results from Resin Works’ breach or where section 17(5) of the CPA prohibits it because of death or hospitalisation. Resin Works must promptly refund the amount paid less only a cancellation charge lawfully due.

6.5 Non-Consumer orders: A non-Consumer Customer may cancel an accepted order only with Resin Works’ written consent and on payment of reasonable, evidenced and irrecoverable costs caused by the cancellation, subject to any different written agreement. Resin Works must promptly refund any balance of the price remaining after those agreed or lawfully recoverable costs are deducted.

6.6 Resin Works may cancel an affected order if manufacture or supply becomes unlawful or objectively impossible, or if a critical input becomes unavailable despite reasonable efforts. Resin Works must notify the Customer and refund the price paid for the unsupplied Product, without limiting any mandatory remedy.

6.7 Resin Works may improve, modify or update a Product, formulation, packaging or specification, or discontinue a Product, in respect of future orders without prior notice, subject to applicable law.

6.8 In respect of an accepted order, Resin Works may implement a modification without the Customer’s consent only if the modification:

6.8.1 does not materially reduce the Product’s performance or suitability for its agreed or expressly disclosed purpose;

6.8.2 does not materially affect its colour, appearance, compatibility, component ratio, application method, curing characteristics, shelf life or safe handling;

6.8.3 remains within the agreed Product specification and Order Confirmation; and

6.8.4 complies with applicable legal, safety and technical requirements.

6.9 Resin Works must provide the Customer with the Technical Documents applicable to the Product actually supplied. Any modification affecting storage, mixing, application, curing, safety or disposal must be disclosed to the Customer before Delivery or Collection.

6.10 If a Product is discontinued or cannot be supplied in accordance with an accepted Order Confirmation, Resin Works may offer a reasonably equivalent replacement Product. The Customer is not obliged to accept the replacement. If the Customer does not accept it, the affected order must be cancelled and the amount paid for the unsupplied Product refunded in accordance with clause 5.7, without limiting any mandatory right or remedy.

7. Invoices and Records

7.1 Resin Works will issue an Order Confirmation, receipt and tax invoice at the time and with the particulars required by applicable law. A document marked ‘pro forma’ is not a tax invoice.

7.2 The Customer must promptly raise an apparent clerical discrepancy. Correction of a clerical error does not alter the agreed Product, price or statutory rights.

7.3 Electronic records may be retained and produced in accordance with ECTA and applicable evidentiary law.

8. Delivery, Collection, Delay, Storage and Risk

8.1 Many Products are manufactured or blended specifically to the Customer’s order. The date on which the Products are expected to be available for collection or Delivery will be stated in the Order Confirmation or otherwise confirmed in writing by Resin Works (“the Ready Date”).

8.2 Unless otherwise agreed in writing, the Customer must collect the Products or accept Delivery on the Ready Date. Resin Works manufactures and supplies Products and does not operate as a storage or warehousing facility for completed customer orders.

8.3 A Ready Date or Delivery date is an estimate unless Resin Works expressly agrees in writing that it is fixed. Resin Works must nevertheless perform within the agreed period and, where ECTA applies, within the period prescribed by ECTA unless the parties lawfully agree otherwise.

8.4 Where Resin Works arranges Delivery, Delivery takes place when the Product is tendered to and accepted at the nominated Delivery address by the Customer or its authorised representative. Where the Customer collects the Product or appoints a carrier or other third party to collect it, collection takes place when the Product is handed over at Resin Works’ premises.

8.5 Consumer transactions: Where section 19 of the CPA applies, Resin Works remains responsible for the Product until the Consumer has accepted Delivery or collection at the agreed time and place. Risk passes only as permitted by section 19. The Customer’s failure to collect or accept Delivery does not transfer risk earlier, although the storage charges in this clause may become payable.

8.6 Non-Consumer transactions: Where the Customer is not a Consumer, risk passes on Delivery or collection in accordance with clause 8.4. If the Customer fails to collect or accept Delivery by the expiry of the grace period in clause 8.7, all risk of accidental or fortuitous loss, deterioration, theft, burglary, fire, flooding or damage passes to the Customer when that grace period expires. This does not relieve Resin Works of its obligation to exercise reasonable care while the Product remains in its possession or exclude liability that cannot lawfully be excluded.

8.7 If the Customer fails to collect or accept Delivery on the Ready Date, Resin Works must give the Customer written notice that the Product is ready. The Customer will be allowed three Business Days after the later of the Ready Date or the date of that notice within which to collect or accept Delivery (“the Grace Period”).

8.8 From the first calendar day following expiry of the Grace Period until the Product is collected or delivered, the Customer must pay a storage fee calculated as follows:

Storage Fee = R150.00 + (R50.00 × P × D), plus VAT

For purposes of this calculation:

150. R150.00 is a once-off handling and administration charge for each affected order;
151. P is the number or fraction of standard pallet positions occupied or reasonably required for the safe storage of the Products;
152. D is the number of calendar days, including any part of a day, for which the Products remain uncollected after expiry of the Grace Period; and
153. a standard pallet position is a floor footprint of approximately 1.2 metres by 1 metre. P is calculated by the actual or reasonably required safe storage footprint and rounded up to the nearest quarter pallet position. The minimum is 0.25 for Products that may safely be stored on shelving and one pallet position for Products requiring floor or pallet storage.
154. the formula is a disclosed storage tariff intended to compensate Resin Works for reasonable handling, administration and storage, not to operate as a penalty. It applies only to the extent that the resulting charge is fair, reasonable and lawful and may be reduced where applicable law requires.

8.9 If the Products require regulated, hazardous, temperature-controlled, oversized or third-party storage, Resin Works may instead charge the Customer the actual and reasonable external storage, handling and transport costs incurred for the relevant period, together with the once-off charge in clause 8.8(a). Resin Works may not recover both the daily pallet charge and an external storage charge for the same storage space and period.

8.10 No storage charge may be imposed where the failure to collect or accept Delivery results from Resin Works’ breach, delay, supply of a non-conforming Product or the Customer’s lawful exercise of a statutory right to reject the Product.

8.11 Resin Works must provide an itemised storage invoice or statement showing the Ready Date, expiry of the Grace Period, number of pallet positions, number of days, applicable rate, any external costs and VAT. Accrued and undisputed storage charges are payable before the Products are released, subject to applicable law.

8.12 Resin Works must take reasonable care of the Products while they remain in its possession. The storage charge does not make Resin Works a professional warehouse operator and does not expand its duties beyond those imposed by these Terms or applicable law.

8.13 If the Products remain uncollected for more than 30 calendar days after expiry of the Grace Period, Resin Works may, after giving at least five Business Days’ further written notice, transfer them to an appropriate third-party storage facility at the Customer’s reasonable cost.

8.14 The Customer must inspect the number and apparent condition of the packages on Delivery or collection and record any visible transport shortage or damage on the delivery record, without prejudice to latent-defect or statutory rights.

8.15 Resin Works must give reasonable notice of a material delay and take reasonable steps to mitigate it. The Customer’s rights in a prolonged force-majeure event are set out in clause 27.

9. Ownership and Retention of Title

9.1 Ownership of a Product passes to the Customer only upon Delivery or collection in accordance with clause 8 and provided that Resin Works has received the full purchase price, including any amount arising from an agreed change to the order, in cleared funds. Payment made before manufacture, Delivery or collection does not, by itself, transfer ownership. The passing of ownership is separate from the passing of risk under clause 8.

9.2 Resin Works will not ordinarily release a Product before receiving full payment. If a Product is released before ownership has passed, whether in error or otherwise, ownership remains vested in Resin Works until the requirements of clause 9.1 have been satisfied.

9.3 Until ownership passes, the Customer must, to the extent reasonably practicable:

1. keep every unused Product separately stored, clearly identifiable as a Product belonging to Resin Works and adequately protected;
2. retain the original packaging, labels and batch information;
3. not sell, pledge, encumber, dispose of, mix, apply, incorporate, alter or otherwise deal with the Product in a manner that prejudices Resin Works’ ownership; and
4. promptly notify Resin Works of any attachment, insolvency, business-rescue proceeding or third-party claim affecting the Product.

9.4 If an unpaid Product has been released, Resin Works may require the Customer to make any unused and identifiable Product available for collection. Resin Works may recover the Product only with the Customer’s consent, under a court order or through another lawful process. Nothing in this clause authorises Resin Works to enter premises or repossess a Product through unlawful self-help.

9.5 The Customer acknowledges that a Product may cease to be separately identifiable or recoverable once it has been mixed, applied, consumed, incorporated into another product or permanently affixed to a structure, Substrate or other property. The loss of Resin Works’ ability to recover the Product does not extinguish the Customer’s obligation to pay any outstanding amount or prejudice any other contractual or legal remedy available to Resin Works.

10. No Set-off, Inspection and Delivery Records

10.1 A non-Consumer Customer may not withhold, delay, reduce or set off any amount that is due and payable to Resin Works against a separate claim, dispute or counterclaim unless Resin Works agrees in writing or a court orders otherwise. This clause does not prevent the Customer from disputing in good faith whether the amount itself is contractually due or correctly calculated and does not restrict a Consumer’s statutory rights or remedies.

10.2 The Customer must inspect the Product as soon as reasonably practicable after Delivery or collection and before mixing, application or incorporation, having regard to the nature of the Product and the applicable Technical Documents.

10.3 A signed delivery or collection record constitutes prima facie evidence of the number, identity and apparent external condition of the packages supplied and, where reasonably capable of verification at that stage, the apparent colour of the Product.

10.4 Mixing, application or incorporation of a Product is not an automatic admission that the Product is compliant. However, if the Customer or Applicator knowingly continues to use a Product after discovering an apparent discrepancy, defect or other problem, any remedy may be affected only to the extent that the continued use caused or aggravated the loss, constituted a failure to mitigate loss or materially prevented a fair investigation.

11. Returns

11.1 Except for a return permitted by applicable law, a Product may be returned only with Resin Works’ prior written return authorisation and in accordance with any reasonable safety, packaging and transport instructions issued by Resin Works.

11.2 Resin Works may, at its discretion, accept the return of an unopened, undamaged and correctly supplied standard-stock Product that remains in its original packaging, within its stated shelf life and in a saleable condition. Any handling or restocking charge must be disclosed to the Customer before the discretionary return is accepted and must be reasonable.

11.3 Special-order Goods, including custom-made, blended, tinted, special-colour, project-specific or specially packaged Products, and Products that have been opened, mixed, contaminated, partly used or improperly stored, are not returnable merely because the Customer has changed its mind. This clause does not exclude a remedy for a defect or non-conformity, an applicable statutory cooling-off right or another mandatory right.

11.4 The Customer must not transport or return a leaking, unstable, damaged or hazardous Product without first obtaining appropriate instructions from Resin Works. Each party must comply with applicable dangerous-goods, occupational-health, safety and environmental requirements.

11.5 A discretionary return is at the Customer’s risk and expense unless the return authorisation expressly states otherwise. Responsibility for the risk and cost of a statutory return is determined by the applicable law. In particular, a return under section 56(2) of the CPA is at Resin Works’ risk and expense.

12. Technical Documents and Safety Information

12.1 The applicable TDS, SDS, Application Guide, accepted Product specification and any project-specific written recommendation issued by Resin Works form part of the agreement to the extent that they were provided or made readily accessible to the Customer and apply to the relevant Product.

12.2 Resin Works will make the applicable Technical Documents current at the time of supply available by direct electronic transmission, physical copy or a clearly identified and accessible link. Where information in a TDS or Application Guide is material to Product selection, Resin Works must make that information reasonably available before the Customer concludes the transaction. The Customer must notify Resin Works promptly if it cannot access a Technical Document.

12.3 The Technical Documents may be accessed through the direct link identified in the quotation or Order Confirmation and, if Resin Works maintains a complete and current technical-document page, at www.resinworks.co.za/technical. The Customer must promptly notify Resin Works if a document or link is unavailable; Resin Works must then supply the applicable document directly.

12.4 Where Resin Works is the manufacturer or importer of a hazardous chemical agent, it must prepare, classify, review and amend the applicable GHS-compliant SDS as required by law, including reviewing it at least once every five years and whenever necessary to keep it correct and current. Where Resin Works supplies a Product manufactured or imported by another person, it must obtain the applicable current SDS from that manufacturer or importer and provide it when the Product is first supplied to a workplace, whenever the SDS is amended and on request, as required by applicable law. Resin Works must also comply with the classification, labelling and packaging duties allocated to it by law.

12.5 Before storing, transporting, handling, mixing, applying or otherwise using a Product, the Customer and Applicator must read the Product label and applicable Technical Documents. The Customer must provide complete and unaltered copies of, or access to, those documents to every employee, contractor, subcontractor, consultant, Applicator, customer or other person who may store, transport, handle, mix, apply, use or be exposed to the Product.

12.6 The version current at the time of supply governs the supplied Product, together with any later safety correction, warning or recall notice. A later ordinary revision does not retrospectively reduce a warranty or right that accrued when the Product was supplied.

12.7 A failure to obtain, review or follow an applicable Technical Document affects a warranty or claim only to the extent that the failure caused or materially contributed to the alleged Product failure, damage or loss. It does not excuse a defect, inadequate or misleading instruction, or statutory breach by Resin Works.

12.8 Technical Documents provide Product-specific parameters and safety information. They do not replace a project-specific design, professional specification, risk assessment or method statement where one is reasonably required.

IMPORTANT: The Customer must use the Technical Documents supplied or identified for the particular Product and batch and must stop work and contact Resin Works if the documents conflict, are inaccessible or appear unsuitable for the conditions. Resin Works shall communicate any material safety correction or recall instruction without delay.

12.9 IMPORTANT — CHEMICAL SAFETY: Uncured resin, hardener and other Product components may be hazardous chemical agents. Depending on the Product’s classification, contact or exposure may cause eye damage or irritation, skin irritation or allergic sensitisation; vapours, aerosols or dust may be harmful; and incorrect mixing, mass, pour depth, temperature or curing conditions may generate dangerous exothermic heat, smoke or fire. The exact hazards, incompatibilities, personal protective equipment, ventilation, first-aid, spill, fire, transport and disposal measures are Product-specific and appear on the label and SDS. The Customer must not use a Product unless the applicable label and SDS are available and understood. This notice does not replace a Product-specific warning or reduce Resin Works’ duties under section 58 of the CPA or applicable chemical-safety law.

13. Technical Advice and Project Design

13.1 Technical advice, Product-selection assistance, quantity estimates, specifications, site visits, application guidance, recommendations and other technical assistance provided by Resin Works are based on the information supplied by the Customer and the information reasonably available to Resin Works at the time.

13.2 Unless separately contracted in writing, that assistance constitutes Product guidance only and does not constitute an architectural, engineering, quantity-surveying, project-management or other professional service, an engineering certificate, approval of the Substrate or site conditions, or a guarantee of the performance, appearance or durability of an Installation or system.

13.3 The Customer must obtain competent project-specific advice where the Substrate, structural design, waterproofing, chemical exposure, food-contact use, potable-water use, fire rating, loading, regulatory approval or service environment reasonably requires it.

13.4 Resin Works does not warrant suitability for an undisclosed purpose. If a Consumer expressly informs Resin Works of a particular purpose and reasonably relies on Resin Works’ skill or judgment, section 55(3) of the CPA applies and is not excluded. An express written project warranty accepted by Resin Works prevails over an inconsistent general disclaimer.

13.5 Any recommendation by Resin Works is conditional on the accuracy and completeness of the information supplied by the Customer and compliance with the conditions attached to the recommendation. Resin Works remains responsible for its own misleading statement, negligence or statutory breach to the extent provided by law.

13.6 Resin Works supplies Products and Product-related guidance only. Unless separately contracted in writing, Resin Works does not design, specify, supervise, manage, control or approve the execution of an Installation. A site visit, quantity estimate, demonstration, inspection, recommendation or attendance by Resin Works does not constitute approval of the Substrate, workmanship or completed Installation and does not relieve the Customer or Applicator of their responsibilities under these Terms.

14. Customer and Applicator Responsibilities

14.1 To the extent within their control, the Customer and Applicator are responsible for:

1. Product selection and project specification;
2. assessment, inspection, testing and preparation of the Substrate;
3. site and environmental conditions;
4. competent and appropriately trained labour;
5. suitable tools and equipment;
6. correct component ratios and complete mixing;
7. application thickness, pot life and overcoating intervals;
8. curing, protection and maintenance; and
9. compliance with the Technical Documents and recognised industry practice.

14.2 The Customer must ensure that Applicators are appropriately trained and supervised and that suitable risk assessments, ventilation, personal protective equipment, spill-response measures, waste-handling procedures and emergency measures are implemented.

14.3 The Customer must comply with applicable occupational-health, environmental, transport, building and waste-disposal laws and must not remove, obscure or alter a Product label or safety warning.

14.4 The Customer must disclose reasonably relevant information requested by Resin Works concerning the intended use, Substrate, service environment and site conditions. The Customer must not make an unauthorised performance, safety, certification or regulatory claim concerning a Product.

14.5 The Customer must ensure that its employees, contractors, subcontractors, consultants, agents and Applicators receive the applicable Technical Documents and comply with the obligations relevant to them. A failure by a person appointed, engaged or controlled by the Customer to comply with those obligations will constitute a failure by the Customer to ensure compliance to the extent that the matter was within the Customer’s control.

14.6 The Customer acknowledges that a Resin Works Product is ordinarily only one component of an Installation, system or completed article and that its final performance, appearance and durability may depend on multiple factors outside Resin Works’ reasonable control.

14.7 Nothing in this clause transfers to the Customer a duty that applicable law places on Resin Works as manufacturer, importer, supplier or responsible party, or excuses Resin Works from supplying a conforming Product with adequate instructions and warnings.

15. Pre-application Testing, Inspection and Stop-work Duty

15.1 Before full-scale use, the Customer and Applicator must carry out any adhesion, moisture, compatibility, colour, cure, sample-panel, mock-up, trial-area or other test reasonably specified in the Technical Documents or reasonably required by the project conditions.

15.2 Conditions may differ between Substrates, sites, projects and applications. Successful performance in one application does not guarantee an identical result in another application.

15.3 Before mixing or application, the Customer must verify the Product identity, component labels, component ratio, batch numbers, colour, expiry or retest date, package condition and apparent consistency.

15.4 If an apparent discrepancy, contamination, damage, abnormal reaction or safety concern is identified, the Customer and Applicator must stop work, isolate the affected Product where safe, notify Resin Works promptly and preserve representative samples and packaging.

15.5 The Customer must not undertake non-urgent destructive remedial work that would materially prevent a fair investigation before giving Resin Works a reasonable opportunity to inspect. Urgent work required to protect health, safety or property may proceed, but should be photographed, sampled and documented where reasonably possible.

15.6 A failure to test, inspect, stop work or preserve evidence affects a claim only to the extent that it caused or aggravated the loss, constituted a failure to mitigate loss or materially prejudiced a fair investigation. Statutory rights are not automatically forfeited.

16. Substrate, Environmental and Application Factors

16.1 Before application, the Customer and Applicator must inspect, test and approve the Substrate and site conditions in accordance with the Technical Documents and recognised industry practice. This includes, where relevant, testing Substrate strength, moisture content, contamination, compatibility, ambient and Substrate temperature, relative humidity and dew point.

16.2 The Customer and Applicator must ensure that the Substrate is properly prepared and that the environmental, ventilation, weather and curing conditions comply with the applicable Technical Documents throughout the relevant application and curing periods.

16.3 Product performance may be adversely affected by factors outside Resin Works’ reasonable control, including:

1. Substrate contamination, laitance, weakness, movement or cracking;
2. rising damp, excessive moisture or water ingress;
3. incompatible previously applied or adjacent materials;
4. inadequate or incorrect surface preparation;
5. inaccurate component ratios or incomplete mixing;
6. incorrect thickness, induction time, pot life or overcoating interval;
7. temperature, humidity, dew point, ventilation or weather conditions;
8. application technique or workmanship;
9. premature traffic, loading or chemical exposure;
10. inadequate curing or protection; or
11. inadequate maintenance.

16.4 Resin Works is not liable for a Product failure or loss to the extent proved to have been caused by an external factor contemplated in this clause and not by a Product defect, non-conformity, inadequate warning or other breach by Resin Works.

16.5 Where causes are concurrent, responsibility must be allocated according to the extent to which each cause contributed, as applicable law permits. The mere existence of an external factor does not, without causation, exclude a claim.

17. Colour, Appearance and Batch Variation

17.1 Reasonable variation may occur between manufacturing batches, raw-material lots, physical samples, printed charts and screen displays as a result of pigment tolerances, raw-material variation, manufacturing tolerances, ultraviolet exposure, weathering, ageing and application conditions.

17.2 Where colour continuity is material, the Customer must notify Resin Works before ordering and must, where reasonably practicable, order sufficient Product for the entire visually continuous area under one purchase order and from the same manufacturing batch. Containers should be blended together where the Technical Documents permit.

17.3 Unless an exact colour or finish tolerance is expressly accepted in writing, samples, charts, images and screen displays are indicative. Substrate colour, Product thickness, application method, ultraviolet exposure, chemicals, temperature and environmental conditions may affect the final appearance.

17.4 Before application, the Customer and Applicator must verify all batch numbers and must retain Product labels, batch information and relevant packaging until the project or Installation has been completed and accepted.

17.5 Repairs, extensions or additional work carried out with a different batch or at a later date may differ in colour or appearance from the original work. Resin Works does not guarantee an exact match between separate batches unless expressly agreed in writing.

17.6 A variation is not a defect only if it falls within the disclosed or agreed tolerance and the Product remains reasonably suitable and compliant for its agreed purpose. Mandatory Consumer rights remain unaffected.

18. Storage, Shelf Life and Handling

18.1 The Customer must transport, store, handle and rotate Products strictly in accordance with the label, SDS and TDS, including all specified requirements concerning temperature, moisture, sunlight, ignition control, ventilation, segregation and container sealing.

18.2 A stated shelf life assumes that the Product remains in its unopened and undamaged original container and is continuously transported and stored under the stated conditions. Unless the applicable label or TDS states otherwise, the Product must be stored indoors at a consistent temperature between 15°C and 25°C in a clean, dry area protected from freezing, excessive heat, direct sunlight, moisture and contamination. The Customer should retain appropriate batch and storage records and use the oldest suitable stock first.

18.3 Unless the applicable label or TDS states otherwise, shelf life runs from the manufacturing date stated on the Product label or batch documentation.

18.4 Resin Works is not responsible for deterioration after expiry of the stated shelf life or deterioration caused by improper transport or storage, freezing, overheating, contamination, unauthorised decanting or an opened or unsealed container, but only to the extent that the relevant factor caused or materially contributed to the deterioration. Mandatory rights remain unaffected.

18.5 If the Technical Documents are silent or unclear about a storage condition for a particular Product, the Customer must obtain written guidance from Resin Works. The default range in clause 18.2 does not override a different Product-specific requirement.

18.6 Expired, contaminated or unwanted Product and packaging must be disposed of through a lawful channel in accordance with the SDS and applicable environmental and waste law. It must not be discharged into drains, soil or water.

19. Consumer Protection Act

19.1 Whether the CPA applies is determined by the Act and the facts of the transaction, including the nature and asset value or annual turnover of a juristic-person Customer at the time of the transaction.

19.2 If the CPA applies, these Terms must be interpreted consistently with it. A prohibited or unfair term, waiver or limitation must be severed or limited to the maximum extent lawful, and the Consumer retains every non-waivable right and remedy.

19.3 The statutory warranty of quality under sections 55 and 56 of the CPA is not limited to manufacturing defects. Subject to the CPA, a Consumer is entitled to goods that are reasonably suitable for their usual purpose, of good quality, in good working order, free of defects, durable for a reasonable period, compliant with applicable standards and, where section 55(3) applies, suitable for the disclosed particular purpose.

19.4 Within six months after Delivery or Collection, and without penalty, a Consumer may return goods that fail to satisfy section 55 at Resin Works’ risk and expense and may elect the repair, replacement or refund remedy in section 56(2). If Resin Works repairs goods and the failure is not remedied, or a further failure, defect or unsafe feature is discovered within three months after the repair, the Consumer has the replacement or refund right in section 56(3).

19.5 Nothing excludes or limits strict product liability under section 61 of the CPA for harm caused by unsafe goods, a Product failure, defect or hazard, or inadequate instructions or warnings, or Resin Works’ obligations concerning Product safety monitoring and recalls under section 60.

19.6 The disclosure and assent requirements of section 49 of the CPA apply to risk, limitation, indemnity and acknowledgement provisions as described in clause 2.7, the IMPORTANT notices and clause 37.

19.7 The Consumer’s rights concerning direct-marketing cooling-off, advance orders, Delivery and returns under sections 16, 17, 19 and 20 of the CPA, and any applicable rights under ECTA, are preserved.

19.8 Even where a transaction is exempt from most of the CPA because of the juristic-person threshold, sections 60 and 61 may continue to apply to the relevant goods as provided in section 5(5) of the CPA.

20. Product Warranty

20.1 Consumer warranty: If the CPA applies, the Consumer receives the statutory warranties and remedies described in clause 19. No contractual provision narrows those rights.

20.2 Business-to-business warranty: If the CPA does not apply, Resin Works warrants that, at Delivery or Collection, the Product materially conforms to the accepted Order Confirmation, the accepted Product specification and the Technical Documents applicable to the Product actually supplied, and is free from a material manufacturing defect.

20.3 For a valid breach of the warranty in clause 20.2, Resin Works will, at its reasonable option, replace the affected Product or refund the price paid for it. If repair is technically feasible and agreed, Resin Works may repair the affected Product. These contractual remedies are subject to clause 25 but do not exclude a remedy required by applicable law.

20.4 The warranty in clause 20.2 does not cover a failure to the extent caused by:

1. use after expiry of the stated shelf life;
2. improper transport, handling or storage after risk has passed;
3. an external factor contemplated in clause 16;
4. failure to follow the Technical Documents;
5. unauthorised modification or decanting;
6. use with an incompatible material; or
7. use outside the agreed Product specification.

20.5 No party bears a burden of proof contrary to applicable law. Product and batch records, retained samples, laboratory results, storage and site records, the Technical Documents and all reasonably plausible causes must be considered objectively. A failure in an Installation, system or completed article does not, by itself, establish that the Product was defective.

20.6 For a non-Consumer transaction, warranties not expressly stated in the Order Confirmation, these Terms or mandatory law are excluded to the fullest extent permitted by law. This clause does not exclude liability for fraud or a fraudulent or negligent misrepresentation that may not lawfully be excluded.

20.7 Resin Works does not warrant the performance, appearance, durability or suitability of an Installation, system or finished article merely because a Resin Works Product has been incorporated into it. This clause does not exclude an express written project warranty or liability where a Product defect or breach by Resin Works caused the failure.

21. Decorative, Casting and Craft Applications

21.1 Products used for decorative, casting, jewellery, art, river-table, countertop and craft applications may display bubbles, exothermic effects, shrinkage, ambering, edge effects, pigment movement, metallic effects, cell formation, marbling, variations in colour, gloss, clarity, transparency, depth, texture or other process-dependent characteristics.

21.2 The Customer must comply with the mass, depth, mould, temperature, moisture, mixing and curing limitations in the Technical Documents and must perform a representative trial where appearance or compatibility is material.

21.3 A disclosed and reasonably expected aesthetic characteristic is not a defect merely because it differs from an illustrative image. This does not excuse a Product defect, non-conformity, misleading representation or failure to meet an agreed written tolerance.

21.4 Samples, colour charts, photographs, demonstrations, videos, social-media content and marketing material are illustrative and do not guarantee the final colour, finish or aesthetic effect, subject to an express written specification or representation accepted by Resin Works.

21.5 Epoxy systems may experience yellowing, ambering or other appearance changes over time as a result of ultraviolet exposure, heat, environmental conditions, service conditions or ordinary ageing. Such a change is not a defect where it is reasonably expected, has been adequately disclosed and does not render the Product non-compliant with an agreed specification or mandatory standard.

21.6 The Customer and Applicator are responsible for testing the suitability and compatibility of moulds, release agents, timber, pigments, colourants, dyes, additives, powders, glitters, inks, encapsulated objects and other third-party materials used with a Product.

21.7 For casting applications, the Customer must comply with the maximum mass, pour depth, layer thickness, component ratio, mixing process, pot life, temperature and curing limitations in the Technical Documents. A failure to comply affects a claim only to the extent that it caused or materially contributed to cracking, excessive exotherm, shrinkage, distortion, bubbling, foaming, incomplete cure, overheating, delamination or another reported failure.

22. Claims Procedure and Evidence

22.1 The Customer should notify Resin Works in writing of any visible shortage, transport damage or apparent non-conformity within seven Business Days after Delivery or collection and of an apparent latent problem as soon as reasonably practicable after discovery. These periods facilitate investigation and do not automatically extinguish a claim.

22.2 A Consumer’s statutory rights are not lost merely because a private notice period was missed. For a non-Consumer Customer, unreasonable delay may affect a contractual remedy only to the extent that Resin Works proves material prejudice, a failure to mitigate loss or expiry of the applicable express warranty period.

22.3 A claim notice should identify:

1. the Customer and project;
2. the Product and affected component;
3. the relevant batch and invoice numbers;
4. the quantity affected;
5. the dates of Delivery or Collection, storage, mixing and application;
6. the Substrate and environmental conditions;
7. the ratios, equipment and application methods used;
8. the Applicator;
9. available photographs, videos and samples; and
10. the remedy requested.

22.4 The Customer must preserve the remaining Product, components, original containers, labels, batch details and representative samples under appropriate conditions, except where retention would create an unreasonable safety risk.

22.5 The Customer must take reasonable steps to prevent avoidable further loss. Resin Works must respond within a reasonable period, may request proportionate additional information and must not delay an urgent safety response or statutory remedy.

22.6 Unless mandatory law provides a longer or different period, the contractual business-to-business warranty in clause 20.2 applies only to a defect notified during the Product’s stated shelf life and no later than 12 months after Delivery or Collection, whichever occurs first. This is a warranty period and not a blanket shortening of statutory prescription or a bar to claims arising from fraud, wilful concealment or liability that cannot lawfully be limited.

23. Product Safety, Incidents, Corrective Action and Recall

23.1 Resin Works will maintain reasonable Product-safety, batch-traceability and complaint records and will assess reported safety incidents in accordance with applicable law.

23.2 The Customer must promptly report any suspected serious adverse reaction, fire, uncontrolled exotherm, exposure, environmental release, property damage or other material safety incident and must provide available batch and use information, preserve evidence where safe and cooperate with a reasonable investigation.

23.3 Resin Works may issue a safety alert, corrected instruction, withdrawal or recall. The Customer must promptly stop affected use, quarantine identified stock, pass the notice to known downstream recipients and comply with lawful return or disposal instructions.

23.4 Each party bears corrective-action and recall costs to the extent allocated by applicable law or caused by its breach, fault or control. This clause does not shift or exclude Resin Works’ liability under section 61 of the CPA or another mandatory law.

23.5 Nothing restricts a party’s duty to notify a regulator, emergency service, insurer or affected person where law or safety reasonably requires it.

23.6 A Customer that resells or distributes Products must maintain reasonable records sufficient to identify relevant batch numbers, dates of supply and known downstream recipients for the period reasonably required by the Product’s shelf life and applicable law. Those records must be processed and disclosed in accordance with POPIA.

24. Inspection, Investigation and Testing

24.1 After a claim, Resin Works must be given reasonable access on notice to inspect the Product, packaging, Substrate, application area and relevant records, subject to applicable site-safety, confidentiality and operational requirements.

24.2 Either party may propose testing by an appropriately accredited or competent independent laboratory. The testing protocol, chain of custody, division of samples and questions to be investigated should be agreed where reasonably practicable.

24.3 The party requesting independent testing initially bears its cost unless the parties agree otherwise or the result establishes a breach, in which event reasonable testing costs must be borne by the responsible party to the extent permitted by law.

24.4 No investigation process may be used to postpone an urgent safety measure, recall or remedy required by mandatory law. Neither party may deliberately destroy, conceal or alter material evidence.

24.5 An inspection, test, recommendation, opinion, report or technical assistance provided or commissioned by Resin Works is investigatory and does not, by itself, constitute an admission of liability, acceptance of responsibility, approval of workmanship or confirmation that the Product is defective. This does not prevent a party from relying on the factual findings or conclusions of the investigation.

25. Limitation of Liability

IMPORTANT: THIS CLAUSE LIMITS RESIN WORKS’ LIABILITY AND, FOR NON-CONSUMER TRANSACTIONS, CAPS CERTAIN CLAIMS. IT DOES NOT APPLY WHERE THE LAW PROHIBITS EXCLUSION OR LIMITATION. THE CUSTOMER MUST READ IT CAREFULLY AND COMPLETE THE SPECIFIC ACKNOWLEDGEMENT IN CLAUSE 37.

25.1 Consumer and mandatory-law carve-out: Nothing in these Terms excludes, restricts or caps:

1. a Consumer remedy under sections 55 or 56 of the CPA;
2. liability for harm under section 61 of the CPA;
3. a Product-safety or recall duty;
4. liability for death or personal injury that cannot lawfully be limited;
5. liability arising from fraud or wilful misconduct; or
6. liability arising from gross negligence to the extent that its exclusion is prohibited by section 51 of the CPA or another applicable law.

25.2 Non-Consumer cap: Subject to clause 25.1, Resin Works’ aggregate liability arising from or in connection with a particular Order Confirmation, whether in contract, delict, warranty or otherwise, is limited to the total price actually paid for the affected Products under that Order Confirmation.

25.3 Excluded business losses: Subject to clause 25.1 and only where the Customer is not a Consumer, Resin Works is not liable for indirect, special or consequential loss, including:

1. loss of profit, revenue, production, opportunity, contract, goodwill or anticipated savings;
2. business interruption or loss of use;
3. project delay or accommodation costs;
4. contractual penalties or claims under another commercial agreement;
5. reputational loss; or
6. third-party commercial claims,

except to the extent that the loss may not lawfully be excluded.

25.4 Removal and reapplication costs: Subject to clause 25.1 and only where the Customer is not a Consumer, replacement or refund of an affected Product does not include labour, access equipment, shutdown, removal, demolition, disposal, Substrate repair, transport, reinstallation, reapplication, professional fees or other project costs unless Resin Works expressly accepts those costs in writing or they arise from liability that cannot lawfully be excluded.

25.5 The exclusions and cap apply only to the extent that they are fair, reasonable and lawful in the circumstances. They do not excuse Resin Works from supplying the agreed Product, providing adequate safety information or performing a statutory duty.

25.6 The parties acknowledge, in a non-Consumer transaction, that the price and availability of insurance reflect this allocation of risk. The Customer should insure project, application, delay and consequential risks that it is better placed to control.

26. Customer Indemnity

IMPORTANT: THIS CLAUSE REQUIRES THE CUSTOMER TO INDEMNIFY RESIN WORKS AND CERTAIN ASSOCIATED PERSONS AGAINST THIRD-PARTY CLAIMS CAUSED BY THE CUSTOMER OR PERSONS FOR WHOM IT IS RESPONSIBLE. IT DOES NOT INDEMNIFY RESIN WORKS FOR ITS OWN PRODUCT DEFECT, BREACH OR FAULT.

26.1 To the extent permitted by law, the Customer indemnifies Resin Works and its directors, employees and representatives against a third-party claim and directly related reasonable costs to the extent caused by:

1. the negligent or unlawful storage, transport, handling, mixing, application, disposal or use of a Product by the Customer or a person appointed, engaged or controlled by the Customer;
2. a material breach of clauses 12, 14, 15, 18, 23 or 28;
3. an unauthorised Product representation, relabelling, alteration or resale claim made by or on behalf of the Customer; or
4. a failure by the Customer to provide legally required workplace training, supervision, ventilation, personal protective equipment, spill-response measures or other safety controls.

26.2 The indemnity does not apply to the extent that the claim results from a Product defect, inadequate warning or instruction, breach of contract or law, negligence, gross negligence, wilful misconduct or other act or omission of Resin Works or a person for whom Resin Works is legally responsible. It does not exclude or transfer strict liability under section 61 of the CPA.

26.3 The indemnified party must give prompt notice of the claim, provide reasonable cooperation, mitigate loss and allow the indemnifying party reasonable participation in the defence. No settlement admitting liability or imposing a non-monetary obligation on another party may be concluded without that party’s consent, which may not be unreasonably withheld.

26.4 For a Consumer, this clause applies only to the extent that it is fair, reasonable and permitted by the CPA and does not require the Consumer to indemnify Resin Works for a risk or liability that the CPA prohibits Resin Works from transferring.

27. Force Majeure

27.1 A force-majeure event is an event beyond the affected party’s reasonable control that could not reasonably have been prevented, avoided or overcome. It may include:

1. natural disaster, fire, flood, epidemic or pandemic;
2. war, terrorism, riot or civil unrest;
3. lawful government action, restriction or prohibition;
4. port closure or material import or export restriction;
5. national infrastructure or utility failure, including load shedding beyond reasonable contingency measures;
6. industrial action not confined to the affected party;
7. a critical raw-material shortage, supplier failure or transport disruption that was not reasonably avoidable through diligent ordinary procurement or alternative sourcing; or
8. an unforeseen material equipment breakdown despite reasonable inspection and maintenance.

27.2 The affected party must notify the other party promptly, describe the expected effect and duration and take reasonable steps to mitigate the effect and resume performance. Only the obligation actually prevented is suspended, and an accrued payment or refund obligation is not excused.

27.3 If the affected supply remains materially prevented for more than 60 consecutive days, either party may terminate the unperformed affected portion of the order on written notice. Resin Works must promptly refund any amount paid for an unsupplied Product.

27.4 This clause does not override a Consumer’s Delivery, cancellation or refund right under the CPA or ECTA and does not excuse a failure caused by inadequate ordinary planning, lack of funds, inadequate maintenance or an avoidable supplier choice.

28. Intellectual Property, Confidentiality and Technical Material

28.1 Resin Works or the relevant rights holder retains all intellectual-property rights in formulations, trade marks, branding, Product names, Technical Documents, photographs, software, Website content, designs, training material and know-how. Sale of a Product transfers ownership of the Product, when clause 9 is satisfied, but does not transfer those intellectual-property rights.

28.2 The Customer may copy and distribute complete, current and unaltered TDSs, SDSs, Application Guides, labels and safety notices to Applicators, employees, contractors, customers, regulators, professional advisers and emergency responders for safe use, compliance and the intended supply chain.

28.3 The Customer may not alter a Technical Document, remove attribution, use Resin Works’ branding misleadingly, or analyse or reverse engineer a Product for the purpose of reproducing, competing with or commercially exploiting Resin Works’ formulation or proprietary technology, except to the extent that applicable law expressly permits. Except as permitted by clause 28.2, applicable law or Resin Works’ prior written consent, the Customer may not copy, scrape, reproduce, publish, distribute or commercially exploit Website content or other proprietary material belonging to Resin Works or the relevant rights holder.

28.4 Customer-supplied photographs, testimonials, personal information, designs or project material may be used only to perform the order and provide support. Public marketing use requires separate and specific written authorisation and, where personal information is involved, a lawful basis under POPIA. Marketing permission is not a condition of sale and may be withdrawn prospectively where law permits.

28.5 Non-public technical, commercial or proprietary information supplied by Resin Works and identified as confidential, or which a reasonable person would understand to be confidential, may be used only for the relevant transaction and may not be disclosed except:

1. to employees, contractors or professional advisers who reasonably require it and are bound by confidentiality obligations;
2. where the information is already lawfully public or was lawfully known to the recipient without restriction;
3. where the information was independently developed without use of the confidential information; or
4. where disclosure is required by law or a competent authority.
5. Protection of Personal Information

29.1 Resin Works processes personal information as a responsible party in accordance with the Protection of Personal Information Act 4 of 2013 (“POPIA”). Processing may be based, as applicable, on consent, performance of a contract, compliance with law, protection of a legitimate interest, or Resin Works’ legitimate interests balanced against the data subject’s rights.

29.2 Personal information may be processed to:

1. prepare quotations and conclude contracts;
2. verify and administer payment;
3. manufacture, supply and deliver Products;
4. provide technical and safety support;
5. manage warranties, complaints and claims;
6. maintain batch traceability and conduct lawful recalls;
7. prevent fraud;
8. comply with tax and other legal obligations;
9. resolve disputes; and
10. maintain lawful business records.

29.3 At or before collection, Resin Works must provide the notice required by section 18 of POPIA, including the information collected, its source, the purposes of collection, whether supply is mandatory, the consequences of failure to provide it, intended recipients, cross-border transfers and the data subject’s rights. The current privacy notice must be readily accessible on the Website and on request.

29.4 Resin Works may share necessary personal information with contracted operators, payment providers, couriers, hosting and IT providers, laboratories, professional advisers, insurers, regulators and public authorities. Resin Works must use appropriate operator agreements and require confidentiality and security where POPIA requires.

29.5 A cross-border transfer may occur only in accordance with section 72 of POPIA, including where the recipient is subject to adequate protection, an appropriate binding agreement, consent or another statutory ground.

29.6 Resin Works must implement appropriate and reasonable technical and organisational safeguards, manage its operators, investigate suspected security compromises and notify the Information Regulator and affected data subjects as sections 19 to 22 of POPIA require.

29.7 Personal information must be adequate, relevant and not excessive and retained no longer than authorised or reasonably required for the relevant purpose, legal retention, Product-safety traceability or a dispute. It must thereafter be deleted, destroyed or de-identified as required by law.

29.8 A data subject may request access, correction or deletion, object to permitted processing, withdraw consent where consent is the processing basis, and complain to the Information Regulator. Requests may be sent to Resin Works’ registered Information Officer using the contact details in the current privacy notice and PAIA manual, which must be readily accessible on the Website and on request. If those details are temporarily unavailable, a request may be sent to sales@resinworks.co.za  for prompt referral to the Information Officer.

29.9 Electronic direct marketing will be sent only with prior consent or under the existing-customer exception in section 69 of POPIA for Resin Works’ own similar Products or services. Where that exception is used, the data subject must have been given a free and uncomplicated opportunity to object when the contact details were collected and in every marketing communication. Each communication must identify the sender and provide a simple and free opt-out. Marketing consent may not be bundled with acceptance of these Terms or made a condition of purchase.

29.10 If the Customer supplies another person’s personal information, the Customer must be authorised to do so and must provide any notice within its control. This does not relieve Resin Works of its own duties under POPIA.

30. Export, Transport and Territory

30.1 Unless the Order Confirmation states otherwise, the Customer is responsible for foreign Product registration, destination-country labelling, import permits, customs clearance, duties, taxes and compliance requirements. Resin Works remains responsible for export obligations expressly allocated to it by law or the agreed Delivery term.

30.2 An Incoterms® rule applies only if the applicable rule, named place and version are expressly identified in the Order Confirmation. An Incoterms® rule does not override mandatory law.

30.3 The Customer may not export, re-export, sell or use a Product in breach of applicable sanctions, dangerous-goods, customs or trade-control law. Resin Works may refuse a transaction that it reasonably believes would be unlawful and must refund the price paid for an unsupplied Product unless law prohibits the refund.

30.4 Unless Resin Works expressly confirms otherwise in writing, the Customer is responsible for determining whether the Product and its intended use comply with the laws, standards, certification, registration and labelling requirements of the destination country.

30.5 Resin Works does not warrant that a Product complies with the laws or regulatory requirements of a country outside South Africa unless expressly confirmed in the Order Confirmation.

30.6 Subject to clause 26, the Customer indemnifies Resin Works against a third-party or regulatory claim, penalty, confiscation, delay or reasonable cost to the extent caused by the Customer’s failure to obtain a required import permit, approval or registration or to comply with a destination-country obligation allocated to the Customer. This indemnity does not apply to the extent that the claim results from Resin Works’ failure to comply with an expressly agreed export or Incoterms® obligation.

31. Notices and Domicilium

31.1 Resin Works chooses the physical address stated on the first page of these Terms, and the Customer chooses the physical address stated in the Order Confirmation, as their respective domicilium citandi et executandi for contractual notices and, to the extent permitted by applicable procedural law, service of legal process.

31.2 A party may change its domicilium to another physical address in South Africa by giving at least five Business Days’ written notice. The change takes effect when the notice is received.

31.3 Commercial notices may be sent to the physical or email address stated in the Order Confirmation. Each party must notify the other promptly of a change in its contact details.

31.4 A formal breach or termination notice may be delivered by hand, reputable courier, registered post or email to the nominated address. An email is received when it enters the recipient’s designated information system and is capable of being retrieved, subject to proof to the contrary. A notice received outside ordinary business hours is treated as received on the next Business Day.

31.5 A statutory notice or legal process must be delivered in the manner prescribed by the applicable statute, court rule or other law. Nothing in this clause prevents lawful service in another permitted manner.

32. Complaints, Dispute Resolution and Enforcement

32.1 A complaint should first be sent to sales@resinworks.co.za with the information contemplated in clause 22. Resin Works will acknowledge the complaint and endeavour to provide a substantive response within 15 Business Days, subject to any urgent or shorter statutory period.

32.2 The parties should attempt good-faith senior-level resolution and may agree to mediation or expert determination of a technical issue. No Customer is compelled to waive access to a court or statutory forum.

32.3 A Consumer may use any remedy or forum available under the CPA, including the Consumer Goods and Services Ombud where its industry code applies, the National Consumer Commission, the National Consumer Tribunal, an accredited ombud or alternative-dispute-resolution agent, or a court with jurisdiction, subject to the applicable statutory process.

32.4 If the Customer fails to pay an amount lawfully due under an Order Confirmation or these Terms and Resin Works institutes legal proceedings or takes other lawful enforcement action and is substantially successful, the Customer must pay Resin Works’ reasonable costs of demand, tracing, collection and enforcement actually incurred, together with its legal costs on the scale as between attorney and client, including counsel’s fees where applicable, to the extent that those costs are awarded, taxed, assessed, agreed or otherwise lawfully recoverable.

32.5 A certificate signed by any director of Resin Works, whose appointment or authority need not be proved, stating the nature and amount of any indebtedness of the Customer to Resin Works and that the amount is due and payable will, upon its production, constitute prima facie proof of the matters stated in the certificate for purposes of provisional sentence, summary judgment or any other legal proceedings.

32.6 The procedures contemplated in clauses 32.1 and 32.2 are not conditions precedent to urgent proceedings, proceedings to prevent prescription, the enforcement of an undisputed payment obligation or the exercise of any statutory right or remedy.

33. Entire Agreement, Order of Precedence and Amendments

33.1 The agreement consists of:

1. the applicable Order Confirmation;
2. the quotation incorporated into the Order Confirmation;
3. these Terms;
4. an accepted written Product or project specification;
5. the applicable Technical Documents; and
6. only those portions of the Customer’s purchase order that Resin Works expressly accepted in the Order Confirmation.

33.2 If those documents conflict:

1. mandatory law prevails;
2. an SDS, safety warning or recall notice prevails in relation to safety;
3. an expressly accepted project-specific specification prevails in relation to that specification;
4. the Order Confirmation prevails in relation to commercial particulars, including Product, quantity, price and Delivery terms; and
5. these Terms otherwise prevail over a Customer purchase order or other Customer document.

33.3 An invoice, receipt or Delivery note records the transaction and does not amend the agreement unless it expressly records a variation accepted by authorised representatives of both parties.

33.4 No amendment or waiver is effective unless recorded in writing and accepted by authorised representatives of the parties, except where applicable law permits another form. An updated Website version does not retrospectively amend an existing Order Confirmation without agreement.

33.5 No entire-agreement or non-reliance provision excludes liability for fraud, a material misleading representation, an express written warranty or a Consumer right that cannot lawfully be waived.

34. Governing Law and Jurisdiction

34.1 South African law governs these Terms and each transaction, excluding conflict-of-law rules to the extent permitted by law.

34.2 The parties submit to the courts of South Africa that have jurisdiction. A Consumer may also approach any statutory forum or court available under mandatory law. Nothing in these Terms imposes an exclusive venue that unlawfully restricts that right.

35. Severability and Lawful Reduction

35.1 If a provision is invalid, unlawful or unenforceable, it must be severed or reduced only to the minimum extent necessary. The remainder continues in force if it can operate lawfully and substantially as intended.

35.2 A limitation, exclusion, fee or time period applies only to the maximum extent that it is fair, reasonable and lawful in the relevant transaction.

36. No Waiver or Relaxation

36.1 A failure or delay to exercise a right is not a waiver. A waiver of one breach is not a waiver of another breach, and a waiver is effective only for the purpose and on the conditions for which it is given.

36.2 Without limiting clause 36.1, the provision of technical advice, recommendations, site visits, inspections, demonstrations or Product-selection assistance does not constitute a waiver of the Technical Documents or confirmation that the Product is suitable for a particular application, except where Resin Works expressly confirms that suitability in writing.

37. Acceptance and Specific Acknowledgement

37.1 Resin Works must provide these Terms and the applicable quotation to the Customer before the transaction is concluded or payment is made and must retain evidence of acceptance. Acceptance may be by a written signature, a properly implemented electronic checkbox or another provable affirmative act after the Customer has had a reasonable opportunity to read and retain the Terms.

37.2 By accepting these Terms, the Customer confirms that:

1. it has been given a reasonable opportunity to read and consider the Terms;
2. it may ask questions and obtain independent legal, technical or safety advice before acceptance;
3. the applicable Technical Documents have been supplied or made readily accessible; and
4. it accepts the obligations allocated to it, subject always to non-waivable law.

37.3 Specific section 49 CPA acknowledgement: The Customer’s attention has specifically been drawn to:

8. clauses 8.5 to 8.13, concerning Delivery, storage charges and the passing of risk;
9. clauses 12.7, 12.9, 14 to 18, 20 to 22 and 27, concerning chemical hazards, the Customer’s responsibilities, external performance factors, warranty limitations, claim procedures and force majeure;
10. clause 25, which limits and caps Resin Works’ liability in non-Consumer transactions;
11. clause 26, which requires the Customer to indemnify Resin Works in the circumstances stated in that clause; and
12. clauses 32.4 and 32.5, concerning the Customer’s potential liability for enforcement costs and the evidentiary effect of a certificate signed by a director of Resin Works.

The Customer confirms that it has been given an adequate opportunity to consider the fact, nature and potential effect of those provisions and expressly accepts them to the extent permitted by law.

37.4 The Customer must provide the applicable Product label and Technical Documents to the Applicator and every other person who may store, transport, handle, mix, apply, use or be exposed to the Product.

37.5 A person accepting these Terms on behalf of a company, close corporation, partnership, trust or other juristic person warrants that the person is duly authorised to bind that Customer.