26 September 2018 About / Sales Terms and Conditions Login
Terms and Conditions - General

   All amounts stated are ZAR and exclusive of VAT

   Pricing is subject to installation configuration confirmation

   Quote is valid for 30 days

   Motornostix terms and conditions apply

   The client shall be responsible for secure keeping of the Motornostix equipment and liable for any damage as a result of loss or damage to the equipment

   All equipment is guaranteed for 12 months

   Delivery time is subject to material and manpower availability

   The Client is responsible to provide Motornostix with all information and specifications related to the machine for  setup purposes

   The access to the site will be no longer than 30 minutes per visit

   Motornostix shall not be liable for the direct or indirect consequences of possible errors or omissions or subsequent actions taken by the client.


  Confidentiality: All information submitted, is for the sole use by the Client.  All information in this document is; considered confidential and not for general public use; may not be used directly or indirectly by the Client for other purposes than evaluating the proposal; may not be disclosed to other parties without written approval from Motornostix (Pty) Ltd.

  Trade Marks: Motornostix® and Motornostix Canary® are registered trade marks of Motornostix (Pty) Ltd.  Distress® and Extent® are registered trade marks of Holroyd Instruments Ltd.

  Copyright Reserved: Quote Document

Copyright subsists in this document and contains proprietary information, which is protected.  All rights are reserved.  No part of this work may be copied, reproduced, transmitted, transcribed, stored in a retrieval system or translated into any language in any form or by any means without Motornostix (Pty) Ltd.’s written permission.  Any unauthorised reproduction of this work will constitute a copyright infringement and render the perpetrator liable under both civil and criminal law.

  General Disclaimer: While every effort has been made to ensure that the information published in this work is accurate, Motornostix (Pty) Ltd. takes no responsibility for any loss or damage suffered by any person as a result of the reliance upon the information contained herein. Motornostix (Pty) Ltd. does not accept any responsibility or liability incurred by the client, its employees, office bearers, or associated organisations or any other party arising in any way from this work, its implementation, recommendations thereon, or application thereof; or its failure to comply with the requirements of any legislation or the common law in force at any time.

Machine Health Surveillance system and services terms and conditions


1.      Definitions

Acceptance Date means the date MX signs this Agreement or receives an official order from the Client;

Agreement means this service agreement as amended or varied;

Client means the client specified in this Agreement;

Client Damage means damage or disruption to the Equipment attributable to an act or omission of the Client, or following damage or disruption to Client Machinery or Client Facilities, for any reason;

Client Facilities means facilities needed to connect the Client Machinery to the Equipment and the MX Service including without limitation, electric power, cables and Internet connection; and

Client Machinery means machinery operated by the Client and monitored by the MX Service.

Commissioning Date means the date on which MX certifies the Equipment to be operational to deliver the MX Service;

Component Cost means the cost charged by MX for components and labour required to restore the Equipment to working order;

Component Failure means failure of a component of the Equipment for any reason other than Client Damage;

Data means data recorded by the Equipment and/or enhanced by the MX Service;

Equipment means the MX data acquisition system comprising hardware, software and Internet ware;

Force Majeure means circumstances beyond the reasonable control of MX or the Client including, but not limited to, acts of God, war, riot, malicious damage or strikes or disruption to the Internet;

Government Charges means government taxes and charges on the Service Charge;

Initial Term means a term commencing on the Commissioning Date and continuing for the period specified in this Agreement;

Installation Works means works needed to connect the Client Machinery to the Equipment and the MX Service;

MX means Motornostix (Pty) Limited;

MX Service means an Internet enabled condition monitoring service to monitor the machine health condition of Client Machinery;

Payment Period means the period of 30 days commencing on the Commissioning Date or any subsequent period of 30 days commencing immediately on the expiry of the last Payment Period, unless this Agreement specifies a different Payment Period;

Renewed Term means each period of 12 months commencing on the expiry of the Initial Term or the last Renewed Term as applicable;

Sample Data means data recorder by Equipment temporary applied to verify data quality

Service Charge means the charge for the MX Service specified in this Agreement, excluding any Government Charges;

Term means the Initial Term or the Renewed Term as the case requires;

Travel Cost means the costs of component delivery, travel disbursements, labour time consumed during travel, labour accommodation and meals;

2.      Term and commencement

2.1.     Term of contract

     a.         The Initial Term commences on the Commissioning Date and continues for the period specified in this Agreement unless earlier termination occurs under clause 7.

     b.         The Initial Term shall be automatically renewed unless a contract of more than a year is awarded for each Renewed Term unless termination occurs under clause 7.

2.2.     Agreement binding from Acceptance Date

Notwithstanding the Commissioning Date this Agreement becomes binding on MX and the Client from the Acceptance Date.

3.      Scope of work

The following are typical machines that are included in the scope of condition monitoring through the use of the MX equipment and services:

·   Cranes

·   Pumps

·   Fans and blowers

·   Ball mills

·   Gearboxes and gear assemblies together with their bearings

·   Slow rotating machines down to 0.25rpm

·   Compressed and vacuum pipelines - leaks

4.      Data

Data is the property of the Client subject to the following conditions:

     a.          MX must keep the Data for a minimum period of 12 months after the Term has expired;

     b.          MX has no liability to the Client or any third party if the Data is lost or destroyed for any reason during the Term or thereafter.

      c.          MX reserves the right to charge an annual data warehousing fee to preserve long term trending data of older than 3 years.

5.          Client Obligations

5.1.   Access

The Client must give MX reasonable access to Client Machinery and Client Facilities in order to allow MX to arrange the Installation Works and carry out repairs and maintenance to the Equipment.

5.2.     Care of Equipment

     a.          The Client must take all proper care to prevent loss or damage to the Equipment.

     b.          If Client Damage occurs the Client must pay Component Cost and Travel Cost.

      c.          If Component Failure under warrantee occurs, the Client must pay only Travel Cost.

6.      Service Charges

6.1.     Payment obligations

     a.         The Client must pay to MX the Service Charge for each Payment Period on of before the last day of the relevant Payment Period.

6.2.     General variation to Service Charge after Initial Term

     a.         MX may revise the Service Charge on the expiry of the Initial Term and each Renewed Term by written notice to the Client at least 60 days before the revised Service Charge becomes effective.

     b.         Component calculation:

Relevant market indicator as per Stats SA contribution to total adjustment:

·            CPI:     100%

      c.         The Client must pay the revised Service Charge from the beginning of the first Renewed Term after the Service Charge is revised.

     d.         If the revised Service Charge is unacceptable to the Client, the Client may terminate this Agreement by written notice to MX at least 30 days before the revised Service Charge becomes effective.

7.      Termination

7.1.     Termination by Client

The Client may terminate the MX Service at any time after expiry of the Term by giving notice in writing at least 30 days before the next Renewed Term commences. 

7.2.     Temporary termination by Client

The Client may request due to market upset condition, to temporary terminate the MX Services at any time by giving notice in writing at least 30 days before the applicable date.  Temporary termination shall only allow for a discount of up to 20% on the full monthly charges including rent, system services and interpretation, and duration of maximum 2 months per annum after which the full charges will be reinstated. 

7.3    Termination by MX

MX may terminate the MX Service and this Agreement at any time:

     a.          if the Client fails to make a Service Charge payment within 14 days after payment is due, providing MX complied with the requirements of the Client’s procurement procedures and are not in omission or default themselves;

     b.          if the Client breaches any other term of this Agreement; or

      c.          with effect from the date of expiry of the Term by giving reasonable notice in writing before the next Renewed Term commences.

7.3    No prejudice to other rights

Termination under clause 8.2 is without prejudice to the rights of MX to recover any amounts due to MX under this Agreement

8        Limitation of liability

8.1    No liability for loss

     a.         MX shall have no liability to the Client or any third party:

1.     for any loss arising from the supply of or failure to supply the MX Service;

2.     for any damage or interruption to the MX Service arising from or related to:

(i)          an act or omission of the Client or any third party;
(ii)        interoperability, access or interconnection of the MX Service or Equipment with the Internet; or
(iii)       applications, equipment, services, content, networks, or Client Machinery provided by the Client or third parties; or;

3.     for any indirect, incidental, consequential, special, exemplary or punitive damages arising under or in connection with this Agreement (regardless of form) even if such party has been advised of the possibility of such damages.

     b.         Notwithstanding the above, in the event MX is found by a Court to be liable for any reason the liability of MX to the Client or any third party shall not exceed in aggregate an amount equal to the Service Charge for the period of 6 months preceding the month in which loss occurred.

      c.         Except as provided in clause 8.2(b), clause 8.1 sets out the sole liability of MX and the sole remedy of the Client and any third party for loss or damage from or relating to this Agreement.

8.2    Implied terms

     a.          MX warrants that the Equipment is fit for the intended purpose under normal operating condition of the Client Machinery and further makes no warranties, expressed or implied, and specifically disclaims any warranty (i) of merchantability and fitness for a particular purpose outside of these normal operating conditions, (ii) that any services under this Agreement will be uninterrupted or error free, or (iii) arising by statute or otherwise by law or by usage of trade or course of performance.

     b.          Where a law implies a condition or warranty the sole liability of MX, and the sole remedy of the Client, shall be limited at the option of MX to the re-supply of the MX Service or the payment to the Client of an amount equal to the cost to MX of having to re-supply the MX Service.

8.3      Force Majeure

     a.          If failure to perform is caused or anticipated due to Force Majeure the performance of the obligations of MX will be suspended.

     b.          If non performance exceeds 90 days either party may terminate this Agreement by giving notice in writing to the other party.

      c.          If this Agreement is terminated MX shall refund monies paid in advance by the customer for MX Services not delivered.

9.      General

9.1     Notices

     a.          All notices under this Agreement must be in writing.

     b.          Any notices given under this Agreement shall be delivered by hand, sent by pre-paid registered post or sent by facsimile.

      c.          Notices shall be sent to a party in accordance with the contact details notified in writing from time to time by that party.

     d.          Notices shall be properly served or given on the date of delivery if delivered, five days after posting if sent by post or upon successful transmission if sent by facsimile.

9.2       Invalidity

If any provision of this Agreement, or its application to any party, persons or circumstances, is invalid or unenforceable, then the remainder of this Agreement shall not be affected by the invalidity.

9.3     Waivers

     a.          Failure to exercise or delay in exercising any right or power by any party will not operate as a waiver of the right or power.

     b.          A single or partial exercise of a right or power will not preclude any other or further exercise of that right or power.

9.4       Variation

          A variation of this Agreement is only effective if made in writing and executed by both parties.

10.    New installations

     a.         All new installations will be done and managed by MX. 

     b.         MX reserves the use of subcontractors for installation. 

      c.         MX will schedule and confirm dates for installing of the equipment.  Should the opportunity to do the installation be cancelled in less than 24 hours of the agreed time of the installation, shall the client be liable for the additional travel costs as a result of the cancellation or unavailability of the machine.

     d.         Site inspection will be done by Motornostix to verify installation complexity.  In the case where the installation is found to be significantly different from the scope contained in previous correspondence, will a revised installation quote be provided by Motornostix for the specific installation prior to commencing with the installation.

     e.         In some cases is it necessary for Motornostix to perform sample data gathering prior to installations on certain of the machines during site inspections to verify data quality and “process noise”.  This will be done to verify and improve the recommended installation configuration prior to installation.

       f.         Cost of scaffolding is excluded from the price and will be the client’s responsibility if required.

      g.         Cost of cabling, consumables, once off spares, subcontractors labour and system setup will be quoted per installation based on the standard rates

     h.         The first two months after installation of the system, will be mainly used to set up the system, alert levels and identifying of process related measures

       i.         The client is required to provide the following:

·       Internet LAN access points for personnel to access the MX web application as well as e-mail for reporting and correspondence between MX and the client

·       220VAC or 24 VDC power supply to the Motornostix equipment which includes network power to the Canary® units and Scanner PC as well as any remote power supplies

·       Lock-out access to the machine to perform the installation.

·       On site assistance with the installation of Current Transformers

·       Provide reasonable access for machine availability to the contractor.

·       220 VAC supply at the machine during the installation period for the use of power tools

11.    Safety and health

     a.          MX undertakes to comply with all applicable safety and health regulations and legislation. 

     b.          The client is responsible to inform MX and its employees of all process and equipment related risks in the area where installation, field service and on-site work will be performed. 

      c.          All procedures that need to be complied with by MX shall be made available to MX in either hard or soft copy prior to commencement of work on site.  Failure to do so on the part of the client that leads to additional time spend to perform work will be subject to additional travel cost

12.   Warrantees

     a.          12 months warrantee against equipment defects due to design, manufacturing or installation. 

     b.          This will be at the discretion of Motornostix Field Service and Technical Product Support.

      c.          An extended warrantee at a value of 1.67% of the replacement value of the equipment per month is applicable with the outright purchase option from 12 months after the date of installation

13.   Delivery

     a.          MX Equipment, prepared and set up will be supplied on the first day of installation for the installation on the specific day.

     b.          Any spare components delivered to the client’s stores will be done in accordance to the client’s procedures and conditions.

14.   Ownership and insurance

     a.          The ownership of the Motornostix equipment lies with the client in the case of the outright purchase option and with MX in the case of the rental option. 

     b.          The relevant owner shall take out the necessary insurance to protect the equipment on his premises in the case of an incident or accident. 

      c.          The client will be responsible for the cost for replacement of the equipment and travel cost in the event of theft or any incident on site that leads to damage or loss of the equipment.

15.   Precedence of this document

This document has precedence over any previous Motornostix documentation.

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