These terms and conditions shall apply to any contract for the sale of any goods or services between the Supplier and Purchaser including any such offer made by the Purchaser in response to a quotation from the Supplier.
No alteration or variation of these terms and conditions shall apply, unless expressly agreed to in writing and signed by a duly authorised representative of the Supplier.
Payment is due before shipping of an order. The Purchaser agrees that the Supplier may apportion any payment made by the Purchaser to reduce the liability for any amount due by the Purchaser to the Supplier in the latters sole discretion.
The risk in respect of any goods shall pass to the Purchaser immediately once the goods are collected, or when shipped, on signing for the goods by the Purchaser or a duly authorised agent of the Purchaser. Ownership in the goods, notwithstanding delivery thereof and or the granting of credit to the Purchaser, shall remain with the Supplier until the purchase price has been paid in full.
All specifications, images, drawings, price lists, dimensions, advertisements, brochures and other data furnished by the Supplier in respect of the goods, and whether in writing or not, are furnished only on the basis that they will not form part of the contact or be relied upon by the Purchaser for any purpose, unless and to the extent that they are expressly warranted in writing by the Supplier and are, as such, expressly stated by the Supplier to form part of the contract. Whether in contract or delict, the Supplier shall not be liable for damages which exceed the applicable contract price.
Under no circumstances shall the Supplier be liable to the Purchaser for any special, consequential or incidental damages of any kind whatsoever, howsoever arising, including but not limited to loss of business and loss of profits. Insofar as any of the Suppliers obligations under the contract are carried out by any of its servants, agents or sub-contractors, the provisions of the above mentioned are stipulated for their benefit as well as the Supplier and each of them shall be exempted accordingly.
The Purchaser shall not have any claim of any nature whatsoever against the Supplier for any failure by the Supplier to carry out any of its obligations under the contract as a result of vis major, including but without being limited to any strike, lockout, shortage of labour or materials, delays in transport, accidents of any kind, any default or delay by any subcontractor or Supplier of the Supplier, riot, political or civil disturbances, the elements, any act of any state or government, any delay in securing any permit, consent or approval required by the Supplier for the supply of goods under the contract, or any other authority, or any other cause whatsoever beyond the Suppliers control.
If any amount owed by the Purchaser is not paid on due date, then without prejudice to other rights it may have, the Supplier may immediately suspend the carrying out of any of its then uncompleted obligations until the payment is made.
Should the Purchaser fail to comply with any of the terms and conditions of this agreement in anyway whatsoever the Supplier shall be entitled, at its own discretion, to cancel this agreement immediately and in such event all amounts due by the Purchaser to the Supplier will immediately become due and payable and the Supplier shall in such event not be obliged to sell and deliver any further goods to the Purchaser.
This right of the Supplier shall in no way interfere with the Suppliers rights to claim damages from the Purchaser due to the Purchasers non-compliance with the terms and conditions of this agreement or the Suppliers right to claim any amount at that stage due by the Purchaser to the Supplier.
The Supplier may cancel the contract or any uncompleted part of the contract if the Purchaser commits a breach of any of the terms and conditions of the contract,or being an individual, dies, or is provisionally sequestrated, or surrenders or makes application to surrender his estate, or being a partnership, the partnership is terminated, or being a company or close corporation, is placed under a provisional or final order of liquidation or judicial management, or has a judgment recorded against it which remains unsatisfied for fourteen days, or compromises or attempts to compromise generally with any of the Purchasers creditors.
Upon the cancellation of the contract for any reason whatever:- All amounts then owed by the Purchaser to the Supplier in terms of the contract shall become due and payable forthwith, the Supplier may retake possession of any goods in respect of which ownership has not passed. The Suppliers rights listed above shall not be exhaustive and shall be in addition to its common law rights.
The Supplier shall be entitled to institute any proceedings against the Purchaser, arising out of the contract, on the full balance outstanding including current purchases in any Magistrates Court having jurisdiction over the Purchaser. Notwithstanding the aforementioned the Supplier shall, at any time, irrespective of the existence of this agreement, in his sole discretion be entitled to refuse to continue to grant credit to the Purchaser or to sell and deliver any goods to the Purchaser and for which refusal the Supplier shall not be obliged to furnish reasons to the Purchaser. A certificate signed by any member or manager of the Supplier showing the amount due and owing by the Purchaser to the Supplier at any given time shall be prima facie proof of the facts therein stated for the purpose of all legal proceedings against the Purchaser for recovery of the said amount.
The Purchaser nominates as its domicilium citandi et executandi the physical address as reflected on the order, for service upon it of all notices and processes in connection with this agreement or any claim for any sum due to the Purchaser arising out of credit granted to the Purchaser by the Supplier. Any promissory note, bill of exchange, or other negotiable instrument received by the Supplier from the Purchaser shall not be a novation of the debt for which it is given and the Purchaser waives presentment, notice of dishonour and protest where applicable.
If in the exercise of its discretion the Supplier agrees, at the request of the Purchaser, to accept the return of any goods for credit or refund, which goods were correctly supplied by the Supplier and are not faulty or subject to any claim, then the Purchaser shall be liable for the shipping charges of the goods so returned. Any credit or refund will only be affected on receipt of the goods.
This contract constitutes the entire contract between the parties and no representation by any person, or variations or amendments or consensual cancellation to any of the terms or conditions hereof including this clause, shall be valid and binding on the Supplier unless reduced to writing and signed by both parties. Should the Purchaser be represented by an employee or authorised agent, the signatory / signatories hereby warrant that they act within the scope and authority of their authority and that they are duly authorised to enter into this agreement on behalf of the Purchaser. This contact is governed by the laws of the Republic of South Africa.