1. Orders

After acceptances, it may not be cancelled, in whole or in part, or varied in any manner whatsoever, unless confirmed in writing by the Company.

2. Prices

• 2.1 Quoted prices are nett price and exclusive of VAT, unless otherwise stated. Where quotations are based in foreign currencies, the Company reserves the right to change these prices to South African Currency.
• 2.2 The purchase price displayed excludes agreed on the road costs. The buyer will be liable for the agreed costs and the purchase price contained in the Agreement.
• 2.3 Forward order prices may vary depending on price changes by the Manufacturer (importer).

3. Payment

• 3.1 Payment shall be in South African Currency, without exchange, deduction or set-off into the designated account or address as prescribed by the Buyer.
• 3.2 Payment shall be in full, in the form of cash, Bank Guaranteed Cheque or Electronic Fund Transfer (EFT) with order or against invoice.
• 3.3 Payment by cheque for all or part of the purchase price contained in this Agreement will only be regarded as payment once the cheque has been honoured by the Buyer’s Bank and all effects have been cleared.
• 3.4 The Buyer agrees and undertakes to notify the Company immediately of any material factor which could or might have a bearing on the credit facilities extended to the Buyer by the Company and furthermore undertakes to notify the Company immediately of any material change of or concerning the Buyer, including any change of ownership, shareholding status, name and address.

4. Delivery

• 4.1 Time shall not be of the essence in the contract.
• 4.2 Any time or date specified for delivery by the Company or the Buyer, in respect of any sale, shall be an approximation and guide only. The Company cannot warrant any delivery dates and times.
• 4.3 If the Company is unable to effect delivery of any part of the goods on the date or time stipulated by it or the Buyer, the Buyer shall be obliged to take delivery as and when the Company can reasonably effect such delivery.
• 4.4 The Company endeavours to effect delivery on any date specified by it or agreed upon by it, but does not give any warranties of whatsoever nature or kind and it shall not be held responsible for any damages of whatsoever nature, or loss of profit, or any consequential or indirect damages which the Buyer may suffer as a result of such later delivery.
• 4.5 The Company is entitled to charge storage costs where the Buyer requests the Company to withhold, postpone delivery or refuse to take delivery, the Buyer undertakes to pay any and all storage costs related to goods not taken, at the prevailing storage rates of three hundred rand (R300.00), exclusive of VAT, per unit per day, calculated from the notification date until the date of collection both days included.
• 4.6 The risk of damage or loss to the goods purchased shall pass to the Buyer upon delivery. Such delivery will be deemed ID have been effected upon tender of the goods for acceptance by the Buyer if a delivery note has been signed at the Buyer’s place of business or such other place nominated by the Buyer, or the Company’s place of business if the Buyer elects to collect the goods.
• 4.7 The Buyer warrants that prior to delivery, the goods have been examined to determine the quality and description of the goods.
• 4.8 Should the Buyer have any claim whatsoever arising out of the delivery of the goods, the Buyer shall notify the Company within 24 hours of receiving or tendering of possession of the goods by the Company or the carrier of the goods, where the carrier is the Company’s agent; and endorse the delivery note accordingly.
• 4.9 Should the goods be damaged during the examination by the Buyer as a result of gross negligence, malicious behaviour or criminal conduct, the Buyer will be liable for the costs of restoring the goods to the original condition.
• 4.10 Notwithstanding anything previously contained herein, no carrier, as an agent of the Company, shall be obliged to enter the premises of the Buyer to enable delivery to be effected. However, if such vehicle should enter the Buyer’s premises, it shall be deemed to do so at the Buyer’s specific instance and request, and in that event the Company and/or its employees and/or agents shall accept no liability for damage or loss occasioned to the Buyer or any third party, arising in any way from such entry or for that matter, exiting from the Buyer’s premises, or from the delivery thereof, or from any negligent act or omission of the Company or of its agent carrier during the course of entering, exiting or offloading. Further, the Buyer hereby indemnifies and holds the Company blameless against any liability for any such damage or loss.

5. Reservation of Ownership and Appropriation of Payments

• 5.1 Notwithstanding anything herein before of elsewhere contained, ownership of the goods shall, at all times, remain vested in the Company, until the Buyer has made full payment of the purchase price. No latitude or extension of time given to the buyer shall in any way vitiate or novate the Company’s rights hereunder, in the event of any default on the part of the Buyer, the Company shall, without prejudice to any other right it may have, and without notice, be entifled, on demand, to obtain return of the goods, in so far as payment for the goods has not been made in full. The Buyer also consents to a Court Order against it for the attachment and removal of such goods by the Sheriff of the relevant Court.
• 5.2 The Company shall be entitled, at its discretion, to appropriate any payments made towards tha reduction of any indebtedness to it by the Buyer as well as interest, at the Company Bank’s prevailing prime rate.
• 5.3 The Company is not obligated to accept returned goods where the Buyer has made an error in its order, and the Buyer remains fully liable for the full price of the goods ordered.

6. Limitation of Company’s Liability

• 6.1 The Company does not give any warranty against defects in the goods supplied, be they patent or latent. The Company does not give any warranties guarantees of any other nature or make representations whatsoever in respect of the goods, or of its fitness for any particular purposes, whether or not that particular purpose is, or could be, deemed to be known to the Company, other than any warranty or guarantee that may have been expressly given in writing.
• 6.2 Before dealing in any manner with the goods supplied against any order; the Buyer must satisfy itself that the goods are suitable for the purpose for which they are to be used, and are free from any defect of whatsoever nature, against any claim brought against the Company by any Third Party arising out of the unsuitability of the goods for any particular pupose whatsoever.
• 6.3 The Company shall not be liable under any circumstances whatsoever, for any loss of profit or other special damages, out of any of its obligations under this contract, or any act of negligence and or omission on the part of the Company and/or its employees or for any other reason, whether of the same kind, with the aforegoing, or otherwise howsoever.
• 6.4 The onus shall be on the Buyer to satisfy itself that the goods supplied are for the puspose for which the goods are to be used, there being no obligation on the Company to guarantee such suitability.
• 6.5 No agreement, warranty, condition, representation, promise, statement or undertaking, whether made before of after a sale, shall be binding on the Company unless contained herein or confirmed officially in writing under the Company’s signature.

7. General

• 7.1 No variation, amendment or alteration of these Conditions of Sale shall be of any fore or effect unless reduced to writing and signed by a duly authorised representative of the Company and the Buyer.
• 7.2 Wherever, in these Conditions, provision is made for the amendment or variation thereof between the Buyer and the Company, in writing, the onus shall be on the Buyer to establish that the representative of the Company, in entering into such variation or amendment to the terms hereof, was authorised to do so.
• 7.3 In the event of any order from the buyer providing for the delivery of the goods aVin various stages, then each delivery shall be deemed to be a separate and divisible contract and the terms and conditions herein contained shall apply to each delivery as if the same were the subject of an independent contract. No dispute arising from any such delivery shall affect the balance of the contract between the Company and the Buyer arising from prior deliveries. The Company shall have the right to claim pro rata payment in respect of each consignment delivered to the Buyer.
• 7.4 The Buyer agrees that its signature of its employees or any person purporting to represent it on the offical delivery note or waybill of the Company be sufficient proof of delivery of the goods from time to time.
• 7.5 No granting of leeway or extension of time shall be a waiver of any of the Company or Buyer’s rights under this agreement and will not create a novation of this Agreement.
• 7.6 For the purpose of service of any legal documents or notices in terms of this Agreement, the Company and the Buyer choose . the physical address on the face of the Agreement for the delivery of service of any legal documents or notices in terms of this Agreement, the Company and the Buyer choose the physical address on the face of this Agreement for the delivery of service of any legal documents or notices in terms hereof which may be made by the Sheriff or by hand. Notice will also be accepted by facsimile or electronic mail, at the facsimile or email address specified on the face of this Agreement.

8. Warranty Period

• 8.1 The Company’s manufacturer warrants that the goods sold by the Company will be free from defects in materials or workmanship, under normal use and service, for the appropriate warranty period. The extent of the warranty period will depend on the period given by the Company’s manufacturer. The Company’s sole obligation under this warranty shall be, at its option, ID repair or replace, without charge, any defective component part of such product, within a reasonable lime period, or to credit the Buyer’s account with the market related value, provided such faulty goods are returned in terms of this dause and not found ID be defective, will be returned to the Buyer at the Buyer’s expense, and be subject to a charge equal to 10% of the invoice value of such goods to cover the costs of testing and other time spent by the Company.
• 8.2 The Company shall not be liable under this warrant for any goods that the Buyer alleges are defective where those goods have been repaired or altered by some or other person than the Company’s designated personnel or authorised representative, unless such repair or alteration was effected pursuant to prior written approval from the Company, or where the Buyer fails to notify the Company of any alleged defect within the period of this warranty, or where the goods have been altered or damaged in any way which the Company reasonably determines to personally effect the perfomiance and reliability, or where the goods have been subjected to misuse, neglec, accident or have been used contrary to the terms and conditions stipulated in this operating manual, service booklet and/or warranty booklets.

9. Force MaJeure

If the agreement becomes wholly or partially impossible to perform due to causes beyond the control of the Company, such causes to include, but not limited to, war, civil insurrection, vis major, Government action and industrial disputes, the Company shall be permitted to rescind the agreement at its discretion. If deliveries of goods or services shall be delayed as a result of such causes, the Company shall not be construed as being in breach of the agreement.

10. Breach

• 10.1 Where the Buyer, in any way, breaches the tem,s of the agreement, and does not remedy same within 24 hours of verbal or written warning to that effect, then the Company, in its discretion may resile from the agreement and claim return of the goods or its current market value in Rands, determinable from the relevant invoice, as well as being able to retain any monies already received from the Buyer as damages.
• 10.2 The Magistrate’s Court will be the forum which will deal with any matters of breach and surrounding issues, and concurrently the Laws of the Republic of South Africa will be applicable.
• 10.3 If any clause in this Agreement is found to be unenforceable, such clause shall be separated from this Agreement, which separation shall not affect the enforceability of the balance of the Agreement.

11. Costs

If the Buyer is in any way in breach of the agreement and the Company engages the services of an attorney to collect the whole or portion of the amount owing to it by the Buyer, or to sue for any other damages as a result of breach by the Buyer, the Buyer shall be liable to pay all costs occasioned as a result thereof, including collection charges and costs on an attorney and own client scale.

12. Disputes

In the event of disputes or complaints arising between the Buyer and the Company as to the subject matter of any element of this transaction, the Buyer shall inform the Company in writing of the extent and nature of the complaint or dispute, whereafter the parties attempt to resolve the matter within seven (7) business days, failing which either party can refer the matter to the Ombudsman of the Industry.

13. Domicilium Citandi Et Executandi

The Company hereby elects as it domicilium citandi et executandi, at which it will accept service of any process or notice: 34 Jan van Riebeeck Drive, Bella Vista, Paarl, 7646.