- Formation of Sale
Any quotation made by the Supplier shall be open for acceptance by the Customer concerned for a period of 7 days, which acceptance by the Customer shall constitute the Sale.
Where the Supplier makes such a quotation, it does so in its own right as the Supplier of the Goods; no retention of monies may, accordingly, be withheld by the Customer.
The Supplier, notwithstanding any acceptance by the Customer of its quotation, reserves to itself the right to cancel any Sale or to refuse to fulfill all or any of its obligations thereunder, without incurring any liability in doing so, where it becomes, in its sole discretion, dissatisfied with the credit worthiness of the Customer.
The Customer’s order for the Goods shall constitute an offer, irrevocable for seven (7) days, and the formal acceptance by the Supplier of the Customer’s offer or the delivery of the Supplier of the Goods shall constitute acceptance of the said offer, which together shall constitute the Sale.
Notwithstanding any price contained in any quotation and accepted by the Customer or cited by the Supplier in respect of any order placed by the Customer, the Supplier shall be entitled to amend its prices, and the price payable by the Customer for the Goods shall be the Supplier’s price ruling as at the date of the delivery of the Goods.
The Supplier will charge VAT on all Goods sold unless exempted by Law.
All prices contained in quotations or cited in respect of orders are for the Goods conforming to the specification cited therein.
Should the Customer require a variation to the said specifications after the date of the conclusion of the Sale, the Supplier reserves to itself the right, at its sole discretion either;
– to accede to the Customer’s request and to amend the prices contained in the quotation and/or order to reflect the Supplier’s ruling price to Goods conforming to such varied specifications; or
– to supply or deliver the Goods as originally agreed to between the parties and to charge the Customer accordingly.
The price is strictly net and is not subject to any discounts unless otherwise agreed to in writing by the Supplier.
If any discount is so agreed to in writing, it shall only be allowed if payment is received by the Supplier by the due date and such discount shall apply only to the price of the goods themselves, and not to any other costs associated with the sale or delivery.
No discount can be given on the official rate of VAT.
- Delivery and Supply
No guarantee is given as to the suitability of the goods sold for any particular purpose. The Customer must satisfy himself before use or installation as to the suitability of the goods for the purpose for which he acquires them. The Supplier’s liability for defects is at all times limited to the purchase price of the goods supplied and the Supplier’s liability for consequential loss is specifically excluded.
The Supplier will not be responsible for goods installed whether correctly supplied or not. Any claim must be made prior to installation.
Goods for delivery will be offloaded “at roadside”, if goods are offloaded on the site or the premises of the Customer, whether at the request of or for the convenience of the Customer, the Supplier will not be held responsible for any damages incurred due to the supplier’s vehicle or employees having entered into the site or premises of the Customer.
The Supplier retains, at its sole discretion, the right without liability, to suspend or reduce supply or deliveries of Goods to the Customer where payment by the Customer for Goods supplied to it by the Supplier is overdue;
the Supplier is dissatisfied as to the Customer’s creditworthiness; and/or
the Customer, in the Supplier’s sole opinion, unjustifiably refuses to accept or delays delivery of the Goods.
The parties hereby agree that the placing or loading of the Goods upon any forms of transport chosen by the Supplier at its sole discretion shall constitute the delivery of such Goods by the Supplier to the Customer.
The Supplier shall not be responsible for the quality, safe transit or quantity of the Goods ultimately received by the Customer once they have been placed on such form of transport.
The risks in the Goods shall pass to the Customer upon signature by the Customer on the Supplier’s official invoice and/or Delivery Note.
In the event of an employee or employees of the Supplier or the Supplier’s agent or any employee or employees of the Supplier’s agent assisting with the off-loading of the Goods from such transport, such assistance shall be rendered only at the sole risk of the Customer, who shall be responsible for any and all damages of whatever nature caused as a result of such assistance and who shall indemnify the Supplier or any of its agents and/or employees against any damages, howsoever caused, including the negligence of the agents and/or employees of the Supplier.
Any claims in respect of goods delivered by the supplier’s transport must be made at the time of delivery.
Where the goods are not unloaded from the form of transport immediately upon its arrival at the delivery site, the Supplier shall be entitled to charge demurrage for any period of delay at the same rate as that charged by Transnet.
The Supplier does not guarantee delivery of the Goods on any specific date, but will attempt to deliver same on or about the date they required by and as specific by the Customer.
The Supplier shall not be liable in any way whatsoever for any damages suffered by the Customer as a result of the failure by the Supplier to deliver the Goods timeously.
In the event of the Customer electing to collect the Goods from the Supplier’s premises using its own or any other party’s transport, then such collection shall be entirely at the Application’s risk and the Customer shall be responsible for all damage of whatsoever nature caused as a result of or during such collection.
Such goods may be collected only between the hours of 08:00 to 16:30 Mondays to Thursdays and 08:00 to 12:00 and 14:30 to 16:30 Fridays, public holidays excluded.
All risk of the goods shall pass to the Customer on collection or delivery as defined above, the arrangement of any insurance cover for the goods after delivery is the sole responsibility of the Customer.
Until the purchase price in respect of the Goods has been paid to the Supplier in full, the Customer shall ensure that the Goods are adequately insured against all usual risks, and shall produce conclusive proof of such insurance whenever called upon to do so by the Supplier.
- Retention of Ownership
Notwithstanding anything to the contrary contained herein or elsewhere, ownership of all Goods shall remain vested in the Supplier until the purchase price of such Goods shall have been received in full by the Supplier from the Customer or from any other party responsible for such payment or, if any amounts in respect of invoices for previous deliveries are as yet unpaid, until all such amounts have been paid or any pertinent Bills of Exchange or cheques have been honoured.
The Customer shall be entitled to sell the Goods in the regular course of its business, but it hereby agrees and undertakes to cede and/of assign to the Supplier, immediately upon demand by the Supplier, all claims held by the Customer against its customers in respect of the sale of such Goods.
Such cession and/or assignment shall not serve to prejudice the Supplier or in any way to limit any other rights which the Supplier may enjoy in terms of these General Conditions of Sale or otherwise.
The Customer hereby undertakes to inform the supplier immediately of any attempt by any third party to lay claim to, seize, retain possession of or execute against the said Goods or otherwise to impinge on any of the Supplier’s rights of ownership of the said Goods.
Any failure to inform the Supplier accordingly shall render the Customer liable to the Supplier for any damages suffered by the Supplier as a result of any action taken by such third party.
Where the Goods are to be utilised in any building works, the Customer hereby cedes to the Supplier all rights in and to any builders’ lien that the Customer may enjoy relating to such works.
- Delay or impossibility of Performance
The Supplier shall not be responsible and have the right to suspend the supply or delivery of all or any Goods for any delay or non-fulfillment of contract when caused by or is attributable to circumstances beyond its reasonable control, including, but not limited to war, sanctions, rebellion, strikes, lockouts, breakdown of machinery, civil commotion or unrest, an inadequate supply of trucks or other transport or of labour, fuel or raw materials, flood, fire, storms, official or unofficial boycotts, Acts of State or Acts of God.
The Supplier shall not be liable for any loss or damages suffered by the Customer as a result of such suspension or cancellation, but the Customer shall remain liable for the price of Goods delivered by the Supplier up to the date of such suspension or cancellation.
- Return of Goods
The Supplier shall under no circumstances be obliged to accept the return of any Goods from the Customer.
The Customer shall be entitled to return Goods only upon the receipt of the Supplier’s written consent.
Under no circumstances will the Supplier accept the return of any goods manufactured to the specification required by the Customer, when such specifications do not coincide with the standard specifications of Goods held in stock by the Supplier.
In the event, however, of the Supplier accepting such return, a handling charge in the amount of fifteen per cent (15%) of then ruling price of the Goods returned, shall be payable to the Supplier by the Customer.
Where the return of such Goods is accepted by the Supplier, the price of such goods as contained in the initial quotation or order less the handling charge referred to above, will be entered as a credit in the account of the Customer in the books of the Supplier.
- Legal disputes, Fees and Charges
All rights and obligations between the Supplier and the Customer, whether arising in terms of these General Conditions of Sale or otherwise, shall be governed exclusively by the laws of the Republic of South Africa, to the jurisdiction of whose Courts the Supplier and the Customer hereby submit themselves.
In the event of the Supplier having to utilize the services of its attorney or of a collecting agent for the collection of any monies due to the Supplier by the Customer, or for any other reason arising out of the Sale or delivery, then the Customer shall be liable for and herewith agrees to pay any costs so incurred on the attorney and own client scale.
The Customer alone shall be responsible for any liability arising out of any claim from any source relating to its finished products, whether manufactured wholly or in part from Goods supplied by the Supplier.
Where goods are being supplied and installed in terms of drawings and specifications, any alterations and additions shall only be made with the Supplier’s prior approval and in writing and shall be treated as extras.
Failure by the Customer to object to any item appearing on any of the Supplier/s of account within seven (7) days of the date of dispatch of such a statement, shall be deemed to be an acceptance by the Customer that all amounts reflected on such statements have been properly delivered and received by the customer, and the Customer shall be deemed to be an acceptance by the Customer that all amounts reflected on such statements are correct and that all such Goods reflected on such statements have been properly delivered and received by the Customer, and the Customer shall be deemed to have waived any rights it may otherwise have enjoyed to dispute the correctness of such statements of account or the non-delivery or quality or suitability of any of the Goods reflected thereon.
The conditions set out above and on this document are the only conditions, which apply to this agreement and no further terms, conditions or representations shall be of any effect made prior to or subsequent to the date hereof unless reduced to writing and signed by both parties.
In the event of the Customer signing the agreement in a representative capacity he/she binds his/her personal capacity as surely and co-principal debtor for the due and proper performance of the conditions of this agreement and for that purpose he/she undertakes to sign the Deed of Suretyship.
Should the Customer commit a breach of any of the terms and conditions contained herein or being a Company or a CC be placed in liquidation (whether voluntarily, compulsorily, provisionally or finally) or under judicial management (whether provisionally or finally) or should the Customer commit any “act of insolvency” as defined in the insolvency Act 1936, as amended or should the Customer compound or compromise or enter into such scheme of arrangement with creditors, or should any writ of attachment or execution be issued against the Customer, then and in any such event the Supplier shall have the right at its option to sue for specific performance and claim the full balance of the price then outstanding (whether or not due and payable) or forthwith to cancel the contract and take repossession of the goods without prejudice to any claim for damages whether for breach of contract or otherwise.