1 GENERAL
1.1 These terms and conditions shall govern any sale of goods (which shall include any work done and products supplied) or any raw materials ordered by the Supplier notwithstanding any conditions to the contrary accompanying the purchaser’s written and confirmed order.
1.2 Only when the Supplier has accepted any order/s and is in receipt of the required payment terms from the purchaser will it execute the order.
2 PRICE
2.1 The prices quoted by the Supplier are based on the then labour rates, the cost of materials, components, accessories, customs and import duties and charges and currency exchange rates.
2.2 The Supplier may, at any time before delivery of the goods, increase the quoted prices in the event of any increase in the rates or costs referred to in 2.1.
2.3 All prices of the goods are strictly net unless otherwise state in writing.
2.4 Unless otherwise stated, the prices of the goods shall not include insurance, railage or transportation, which shall be for the purchaser’s account.
3 PAYMENT AND INTEREST
3.1 The purchaser shall pay the purchase price of the goods excluding Value Added Tax until such time the Value Added Tax is registered and required to the Supplier in cash, direct deposit or bank transfer (free of exchange at such place as the Supplier may from time to time direct in such currency determined by the Supplier) within the agreed payment terms of the Supplier’s invoice in respect of such goods and without any deduction or set-off.
3.2 The Supplier may (without prejudice to its rights) suspend performance of any of its obligations if any amount owing by the purchaser to the Supplier is not paid on due date.
3.3 The purchaser agrees that the Supplier shall be entitled to charge interest at the Supplier’s banker’s overdraft rate on all overdue amounts calculated from due date to date of final payment.
4 DELIVERY
4.1 Packing shall be in accordance with the Supplier’s normal practice.
4.2 The time for delivery is approximate only and shall commence only after receipt by the Supplier of all information, branding, and other documents necessary to enable the Supplier to execute the order.
4.3 The goods shall be delivered by the Supplier to the purchaser.
4.4 Where the goods are exported from the Republic of South Africa, delivery to the purchaser shall be deemed to have taken place when the goods are loaded at the Supplier for despatch to the purchaser.
4.5 Any quotation to deliver goods held in stock or ordered by the Supplier is subject to that stock being available and unsold on the date of acceptance by the Supplier of the purchaser’s order.
4.6 The purchaser shall accept delivery immediately it is tendered.
4.7 In the event of:
(a) the quantity of the goods received by the purchaser being less than the quantity invoiced to the purchaser; or
(b) there being any defect in the packing of the goods received by the purchaser;
4.7.1 the purchaser shall notify the Supplier of such shortfall or defect within 48 (forty eight) hours of receipt of the goods;
4.7.2 the goods purchased and received shall not be unpacked by the purchaser (except insofar as is necessary to establish such shortfall or defect); and
4.7.3 The Supplier shall have the right to inspect the goods at the place where they are being stored by the purchaser;
and if the purchaser has complied with the provisions hereof, the Supplier shall make good any shortfall or defect in the goods purchased, at its own cost, either by, in its sole discretion, replacing the goods, or by passing a suitable credit, subject to:
4.7.3.1 no alteration having been made to the goods after delivery, and
4.7.3.2 such defect has not arisen from neglect or misuse of the goods.
4.8 Except as set out in 4.7 the Supplier shall have no liability whatsoever to the purchaser by reason of such short delivery or defect.
4.9 If the Supplier is unable for any reason whatsoever to effect delivery, the date of delivery shall be deemed to be postponed until such time as the Supplier can affect delivery.
5 CONTINGENCIES
Should the business of the Supplier be interrupted, suspended or restricted by strike, lockout, fire, explosion, government interference or other cause beyond the control of the Supplier (whether of the foregoing or not) the Supplier shall be entitled to postpone the date or dates of delivery until such time as the suspension, interruption or restriction has ceased.
6 OWNERSHIP AND RISK
6.1 Ownership of the goods shall not pass to the purchaser until payment therefore has been made in full by the purchaser to the Supplier.
6.2 Risk in the goods shall pass to the purchaser on delivery.
6.3 Except as is set out in 4.7 above, the Supplier shall not be liable for any consequential or other loss or damage whatsoever sustained by the purchaser arising from the sale and/or delivery of the goods, or any failure whatever to deliver these goods.
6.4 Between the time that risk and ownership passes, the purchaser shall keep the products free from any lien and hypothec or other security interest and shall give appropriate notice of the reservation of ownership to the third parties who through the operation of law or otherwise may obtain a lien, hypothec or other security interest in or over the products.
7 WAIVER
Under no circumstances shall the Supplier at any time be liable in contract or in depict for any special damages or consequential losses suffered by the purchaser or by any third party from whatsoever cause arising including negligence arising out of any use or application of the goods sold and the purchaser waives such claims (if any) and indemnifies and holds the Supplier harmless against all claims, damages and costs which the purchaser may suffer as a result of damages to or destruction of any property of whatsoever nature, or injury to or the death of any person arising out of any use or application of the goods sold.
8 VARIATION OR PREJUDICE
No variation of these terms and conditions shall bind the Supplier unless in writing and signed on behalf of the Supplier by a director of the Supplier. No relaxation which the Supplier may permit in regard to the carrying out of any of the terms of the contract by the purchaser shall in any way prejudice, or be a waiver of any of the Supplier’s rights in terms of this contract.
9 BREACH
9.1 If the purchaser commits any breach whatever of the terms and conditions of this contract (and every breach shall be deemed to be a material breach), the Supplier may cancel this contract without notice or to claim specific performance, without prejudice to any rights to claim damages.
9.2 The amount of the purchaser’s indebted-ness to the Supplier at any time (including interest and the rate of interest payable) may be determined by the Supplier and proved by a certificate signed by any financial manager of the Supplier and it shall not be necessary to prove the appointment of the person signing any such certificate, which certificate shall be binding on the purchaser and shall be prima facie proof of the amount of the purchaser’s indebtedness to the Supplier and shall be valid as a liquid document against the purchaser in any competent court for the purpose of obtaining judgment and/or provisional sentence against the purchaser thereon.
10 JURISDICTION
The purchaser consents and submits to the jurisdiction of the Magistrate’s Court in terms of the purchaser’s persona in regard to any claim which may arise out of the contract between the Supplier and the purchaser, notwithstanding that the amount in dispute may exceed the jurisdiction of the Magistrate’s Court.
11 NOTICES
Any written notice required to be given in terms hereof, shall:
11.1 be given by prepaid registered letter sent:
11.1.1 to the Supplier at P.O. Box 1587, Ballito, 4420
11.1.2 to the purchaser at the principal place of business of the purchaser; or
11.2 be transmitted by means of a facsimile transmission to the addressee’s telefax number and in respect of which telefax an acknowledgement has been received.