Terms of service
3) Application:
a) These terms and conditions override and supersede all other conditions and are without prejudice to any securities and/or guarantees, which the Supplier holds.b) This conditions constitutes the entire contract between the parties and no representation by any person, or variations or consensual cancellations of or amendments to any of the terms and conditions hereof shall be valid or binding on the Supplier unless reduced to writing and signed by a authorized representative of the Supplier.
c) To the extend that there is any conflict between these terms and conditions and written agreement between the Supplier and the Purchaser in the respect of a particular transaction, the terms of that agreement will prevail.
d) Acceptance by the Supplier of orders containing conditions shall not be construed as an acceptance subject to those conditions, the terms and conditions hereof take precedence.
4) Payment:
a) The contract price shall be paid by the Purchaser without any deduction or set-off on the agreed terms following the data appearing on the statement.
b) If more than one delivery is made, then each delivery will be invoiced and payed for separately but otherwise in accordance with (a)
c) The Supplier shall be entitled to charge interest at the maximum rate permissible, from time to time on all overdue accounts, as set forth in the "Limitation and Disclosure of Finance Charges Act No. of 73 of the 1968", as amended or any other applicable legislation.
d) Should the Purchaser default in paying their account then the Supplier shall be entitled, but not compelled to forthwith demand that the whole amount outstanding by the Purchaser, from whatsoever cause arising, will immediately become due and payable not withstanding the fact that a portion of the amount would not be owing in accordance with agreed terms of payment.
e) The Purchaser agrees that in the event of any portion of an invoiced indebtedness being disputed, then in that event, the Purchaser will nevertheless forthwith pay the undisputed amount of such indebtedness according to the agree terms of credit allowed to the Purchaser, failing which any discount permitted in respect of of the invoiced indebtedness will be forfeited.
f) Where payment has been arranged on a promissory note bills basis, the Purchaser undertake to furnish the Supplier with such instruments by the 14th of the month following upon that in which the goods are dispatched from the Supplier's premises. Should the Purchaser dispute any amount due for inclusion in the bill or promissory note the Purchaser shall nevertheless be obliged to furnish the bill promissory note in respect of the undisputed sum. The term, bill or promissory note shall extend to any negotiable or non-negotiable instrument of debt or bill of exchange.
g) if the Purchaser prices is not paid on the due date and remains unpaid for 12 hours of the receipt of written notice demanding payment, or if the Purchaser ceases to carry on business, the Supplier without prejudice to any other rights which it may enjoy, may cancel the sale, retain all payments made and recover possession of the goods.
h) Until the purchase price of any goods has been paid, the Purchaser shall ensure that the goods are adequately insured against the usual risks and produce conclusive proof of such insurance whenever called on so to do by the Supplier.
5) Price:
Unless another price has been quoted by the Supplier (which will then apply), the price of goods or services will be the Supplier current price ruling on the date they are delivery or rendered to the Purchaser. The Supplier may vary any quoted prices by adding there to the increase cost to it at any goods or components, which are supplied to or form a part of goods supplied to the Purchaser resulting from any adverse fluctuation in the rate of exchange between the date of quotation and the date of supply.
6) Discounts:
a) The contract price is strictly nett and not subject to any discounts unless otherwise agreed in writing.b) If any discount is agreed to in writing it shall only be allowed if payment is received by the Supplier by the due date and shall only apply to the actual price of the good themselves.
c) No discount can be given on the official rate of V.A.T.
7) Ownership and Set Off:
Notwithstanding the delivery of goods to the Purchaser, ownership shall not pass until the Supplier has received payment in full of all and any indebtedness of the Purchaser to the Supplier. In the event of the Supplier or any holding or subsidiary or fellow subsidiary company of the Supplier becoming indebted to the Purchaser, the Supplier may set-off such indebtedness against any monies which may be owing by the Purchaser to the Supplier. The Supplier shall be entitled at its discretion to appropriate any payments made towards the reduction of any indebtedness to it and any interest due in respect thereof prior to appropriation.
8) Limitation of Suppliers liability:
a) The Supplier does not give any warranty against defects, be they patents or latent, nor does the Supplier give any warranties or guarantee that may have been expressly given in writing. The Supplier shall be deemed to be unaware of the particular purpose for which the goods or any product made there from are required.
b) Before dealing in any manner with the goods supplied against any order, the Purchaser must satisfy itself that the goods are suitable for the purpose for which they are used and/or free from any defects of whatsoever nature, and the Purchaser hereby indemnifies the Supplier against any claim brought against the Supplier by any third party arising out of unsuitability of the goods for any particular purpose whatsoever.
c) The Supplier shall not be liable, under any circumstances whatsoever, for the loss of profit or other special damages or any indirect or consequential damages arising any breach by it of any of its obligations under this contract or any act of negligence or omission on the part of the Supplier and/or its employees or for any other reason, whether ejusdem generis with the foregoing or otherwise however
9) Jurisdiction:
a) The Supplier shall be entitled but not obliged to institute proceedings against the Purchaser, arising out of the contract, for the full balance outstanding including current purchase agrees to be liable for all legal costs on the attorney-and-client scale and collection charges including tracing costs which may arise.b) A certificate signed by any Director of the Supplier showing the amount due and owing by the Purchaser to the Supplier at any given time shall be conclusive proof of facts therein stated for the purpose of all legal proceedings against the purchaser for recovery of the said amount.
10) No Waiver:
No extensions of time or any other relaxation or indulgence granted by the Supplier to the Purchaser shall operate as or be deemed to be a waiver by the Supplier of any of its rights under this contract or a novation of any terms and conditions of this contract.11) Suspension of Suppliers Obligation:
If any amount owed by the Purchaser is not paid on due date, then without prejudice to any other right it may have, the Supplier may immediately suspend the carrying out of any of its then uncompleted obligations until the payment is made.12) Cancellations:
a) The Supplier may cancel the contract or any uncompleted part of it if the Purchaser commits a breach of any of the terms or conditions of the contract.or, being an individual dies or is provisionally or finally sequestered or surrenders or makes application to surrender his estate:
or, being a partnership, the partnership is terminated;
or, being a company, is placed under provisional or final order of liquidation or judicial management;
or, being comprises or attempts to compromise generally with any of the Purchaser's creditor's/
b) The suppliers rights in terms of (a) shall not be exhaustive and shall be in addition to common law rights.
c) No relaxation which the Supplier may have permitted on any one occasion in regard to carrying out of the Purchaser's obligations shall prejudice or be regarded as a waiver of the Supplier's rights to enforce those obligations shall prejudice or be regarded as a waiver of the Supplier's right to enforce those obligations on any subsequent occasion.
d) Upon cancellation of the contract for any reason whatsoever (i) all amounts when owed by the Purchaser to the Supplier in terms of the contract shall become due and payable forthwith (ii) the Supplier may retake possession of goods in respect of which ownership has not passed.
e) In the event of any order from the Purchaser providing for delivery of the goods at various stages, then each delivery shall be deemed to a separate and divisible contract and terms and conditions herein contained shall apply to each such delivery as if the same were the subject of an independent contract. No dispute arising from any such one delivery shall affect the balance of the contract between the Supplier and the Purchaser or the rights and obligations of either the Supplier or the Purchaser arising from prior deliveries. The Supplier shall the right to claim process payment in respect of each consignment delivered to the Purchaser.
f) The Purchaser agrees that a signature or a signature of its employees or any other person purporting to represent the official delivery note or waybill of the Supplier and/or on the delivery note of any carrier will constitute sufficient proof of delivery of goods from time to time.
g) Each paragraph in this document is severable, the one from the other and if any paragraph is found to be defective or enforceable for any reason by a competent court, the remaining clauses shall be full force and effect and continue to be of full force and effect.
h) If the Purchaser is in any way breach and the Supplier engages the service of an attorney to collect the whole or a portion of the amount owing to the it by the Purchaser, the Purchaser shall pay all costs occasioned as a result, including collection charges and costs of an attorney and own client scale.
13) Interpretation:
The headings in these conditions are for convenience only and are not to be taken into account for the purpose of interpreting the Contract. Words importing any one gender include the other 2 two genders and the singular include the plural.
14) Law Applicable:
The laws of the Republic of South Africa govern this contract.
15) Close Corporations:
Without detracting from the above, the following shall further be applicable to Close Corporations:a) The Supplier shall be entitled but not obliged to institute any proceedings against the close corporations arising out of the Contract, for the full balance outstanding including current purchases in any Supreme Court having jurisdiction not withstanding the provisions of Section 7 of the Close Corporations Act 1984 as amended.
Save as herein stated or as may be inconsistent with the provisions of paragraph 9 above the said paragraph shall apply as if inserted herein.
16) Domicilum Citandi ET Executandi;
a) The Supplier hereby elects, as its Domicilum Citandi ET Executandi, at which it will accept service of any process or notice in terms hereof: alternatively the address indicated on the Supplier's first transaction of sale by it to the Purchaser in terms hereof.
b) The Supplier hereby elects, as its Domicilum Citandi ET Executandi, at which will accept service of any process or notice, its normal trading premises.