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TERMS AND CONDITIONS

1.

General
 

The seller sells all its goods to the following terms and conditions of sale which supersede any additional or inconsistent terms and conditions of purchase of the Customer. ANY ALTERATIONS OF THE SELLER’S TERMS AND CONDITIONS OF SALE SHALL HAVE NO FORCE OR EFFECT UNLESS OTHERWISE AGREED TO IN WRITING BY ONE OR MORE OF ITS DIRECTORS. Without prejudice to the foregoing provisions acceptance by the Customer of these terms and conditions of sale.

THIS CONTRACT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN CUSTOMER AND SELLER WITH RESPECT TO THE GOODS FURNISHED HEREUNDER. NO REPRESENTATION, PROMISE OR CONDITION NOT SET FORTH HEREIN HAS BEEN RELIED ON BY THE CUSTOMER OR SHALL BE BINDING ON EITHER PARTY HERETO. The failure by the Customer or Seller to enforce any rights under the contract of sale shall not constitute a waiver of such rights or any other rights under the contract of sale.
   

2.

Prices and Price Variations
  2.1. prices and discounts are in accordance with the established prices and Discount schedules of the seller and are subject to change without notice. Goods will be invoiced at prices prevailing at time of dispatch.
  2.2. All prices are quoted for delivery ex works.
  2.3. The customer undertakes to refund the Seller any additional costs incurred by the Seller as a result of the customer’s instructions or lack of instructions. For the purpose of this paragraph “additional costs” shall mean any amount which the sellers become liable to pay, whether in wages, for materials as otherwise stated in respect of the work which the Sellers would not have been liable to pay but for the Customer’s action or default.
  2.4. The Seller’s price for imported goods is based on the rate of exchange, freight, insurance premiums, landing charges, port dues, custom duty surcharges and transport at the date of tender or as specifically stated. Should any of these rates vary between the date of tender and the delivery date resulting in additional costs to the Seller these additional costs will be for the account of the Customer. Documents relating to the importations and currency transfers will not be disclosed.
  2.5. Any change or variation to any taxes or any new taxes introduced after the tender date will be for the Customer’s account.
   

3.

Terms of Payment

 

The Seller’s terms of payment are strictly nett and the Customer is required to pay in full within 30(thirty) days of the date of the Seller’s invoice. The Seller shall be entitled to charge the Customer interest at the prime rate plus 2% in respect of any period during which payments are overdue. Prices quoted make no provision for settlement discounts. In the event of an overdue amount being handed to an attorney, the customer will become liable for all charges relating to the collection of such outstanding amounts.

Payment may not be withheld pending the settlement of any claim or dispute. Any discount granted by us shall be forfeited if payment is not made on due date.

4.

Credit
  The Customer’s order is accepted subject to the Customer’s credit being approved by the Seller or to satisfactory security for payment being given.
   

5.

Suspension or Cancellations of Delivery
  The Seller’s reserves the right to suspend, delay or cancel the delivery of some or all of the goods or to require advance payment for them if:
  5.1 The Customer is insolvent or unable to pay its debt, or seeks to effect any compromise with of its creditors or compound any of its debts; or
  5.2 The Customer is place under an order of sequestration, judicial management or liquidation, whether such order be provisional or final or;
  5.3 The Customer is the subject of any resolution passed to enable it to be wound up or dissolved or;
  5.4 any judgment is given against the Customer in any court of law and, if appeal able, is not appealed against within the period allowed for the lodging of such appeal, or if not subject to an appeal, remains unsatisfied for a period of 10(ten) days; or
  5.5 The Customer is in breach of any of its obligations to the Seller ; or
  5.6 The Customer is unable within 10(ten) days of being so required, to provide the seller with an assurance to the satisfaction of the Seller, of the Customer’s ability to perform under the contract.
  5.7 Failure by the customer to pay one installment on due date; or
  5.8 An attempt by the customer to compromise with any of its creditors.
  No suspension, delay or cancellation as a result of any of the foregoing events shall affect any of the foregoing events shall affect an other right which the Seller may have against the Customer in terms of the contract of sale or otherwise. In particular the Seller shall be entitled to recover form the Customer any costs incurred by the Seller pursuant to the cancelled contract of sales. Unless otherwise agreed in writing, all export sales are to be covered by an irrevocable confirmed letter of credit established with an acceptable South African bank.
   

6.

Force Majeure (conditions beyond control)
  The Seller shall not be liable in any way for any default o delay in dispatch or delivery of the goods due to contingencies beyond its control or the control of its suppliers or sub-Sellers, including but not limited to lack of instruction from the Customer, stock shortage, industrial dispute or breakdown, government action, state of war, riot or civil disturbance, rationing of fuel, accident, flood, drought and any other contingency affecting the Seller, its suppliers or sub-Sellers. The Seller shall have the right to cancel a contract of sale or to extend the dispatch or delivery date in the event that one or more of such contingencies prevent or delay dispatch or delivery. If the customer changes dispatch or delivery instructions as a result of any delayed or extended dispatch or delivery dates to the above mentioned cases, any resultant additional charges shall be paid by the Customer as part
of the purchase price.
   

7.

Designs, Weights and Dimensions
  The designs and specifications shown in the Seller’s catalogue are subject to change without notice. All sizes, weights and other specifications are approximate only. The Seller reserves the right to supply goods which do not exactly correspond with what the Seller has agreed to supply, provided that any differences do not make the goods unsuitable for the Customer’s declared purpose.
   

8.

Packing and Dispatch
 

All material is adequately packed for dispatch and delivery and the seller with not be responsible for loss, delay or breakage after having received “in good order” receipts from the transportation company. All claims for breakage loss, delay and damage should be made to the carriers concerned. Should the Customer’s order require abnormal packaging, this will be carried out at the cost of The Customer.

In the absence of directions, goods will be dispatched by the method and via the carrier chosen by the Seller. Goods held at the factory beyond dispatch date for the convenience of the customer will be invoiced on date of completion and terms of payment will apply as from invoice date. Such goods will be subject to charges for warehousing and other expenses incidental to such delay.
   

9.

Delivery
  Orders are not subject to cancellation or change in specifications, dispatch or delivery schedules or other conditions originally agreed upon without the Seller’s written consent and then only upon agreement to compensate Seller for loss caused by such cancellation or changes.
  9.1 Should the customer delay or prevent delivery, the additional costs thereby incurred shall be borne by the customer;
  9.2 All goods shall be examined on receipt by the customer and the Seller shall not be liable for shortage or damaged goods unless the Seller is notified in writing of such shortage or damage within three days of delivery.
  9.3 The Seller reserves the right to cancel this agreement by written notice handed to the customer at any time before the commencement of work and the Seller shall not be liable to the customer in any way as a result of such cancellation.
   

10.

Manufacturing Defects

  The Seller will accept for replacement or repair free of charge any component which has a manufacturing defect provided that the Seller is advised thereof in writing within 2 (two) months from the date of dispatch and provided the component is returned to the Seller’s works carriage paid as soon as possible.
  10.1 Provided the Seller is satisfied that any defect is a result of the use of defective (excluding materials not manufactured by the Seller) or as the result of defective workmanship, the Seller guarantees to make good at the Seller’s own expense any part of the goods so proved to be affective arising under proper use and maintenance of the goods within two months from the date of completion of the work carried out by the Seller.
  10.2 The Seller shall have the option to repair or replace any such part or to agree to credit the customer with a sum the Seller considers to be equivalent to the cost of such repairs being undertaken by the Seller.
  10.3 The Seller shall under no circumstances be liable for any repairs undertaken by the customer without the Seller’s prior written agreement.
  10.4 It is a condition precedent to the Seller’s liability in terms of this warranty that if any such defect arises, the customer shall inform the Seller in writing thereof stating the nature of the defect and the circumstances in which it arose within twenty-one days of the discovery of the defect. On the repair or replacement of any part under the provisions of this clause, the warranty shall apply to such a part for a further two months from the date upon which the repair or replacement was affected. The replaced part shall become the Seller’s property.
  10.5 The Seller’s warranty does not extend to cover any components or parts not manufactured by the Seller.
  10.6 The Seller’s liability under this clause shall be in substitution for and to the exclusion of any warranty or condition implied by law in respect of the workmanship or quality or fitness for any particular purpose of the goods.
  10.7 The customer warrants that any designs specified by it shall not infringe any rights of patent, trademark, design or copyright.
  10.8 The customer shall keep confidential and shall not use for any purpose other than the contract all drawings and designs supplied by us, which shall remain our property at all times.
   

11.

Exclusion of Liability

  The guarantee given by the Seller in clause 10 is given in lieu of any common law liability and accordingly all and any liability to:
  11.1 warranties implied by law in respect of latent defects; or
  11.2 the fitness of the goods for the purpose of the
  11.3 any loss or damages (including consequential loss or damages) or injury arising from the supply of goods, including any loss attributable to any negligent acts of the Seller or its servants or agents
  11.4 any representation or warranties as to the goods given by any of the Seller’s servants or agents -Is hereby excluded.
  The Seller shall not be liable for shortages unless a claim in writing is received by the Seller within 7 (seven) days of receipt of the goods by the customer.
   

12.

Return for Credit

  No Returns for credit will be accepted unless the Seller’s permission has been obtained in each case in advance. Only sizes and designs taken from the Seller’s regular line which are in active demand can be accepted for credit. Credit will be based on prices prevailing at the time of return or invoiced price, whichever is the lower, subject to deduction for handling and additional deduction for expenses incurred in restoring goods to saleable condition. Obsolete or specially manufactured goods can be accepted only to the extent of value to the Seller in each case. No credit will be issued to any party other than the original purchaser.
   

13.

Ownership and Risk

  Unless the Seller arranges otherwise:
  13.1 The ownership of the goods shall not pass to the Customer until payment is made in full:
  13.2 The risk in the goods shall pass to the Customer on delivery.
  13.3 in the case of goods exported by rail, the time when they are loaded into railway trucks;
  13.4 in the case of goods exported by ship or aircraft, the time when they are loaded on board ship or the aircraft; or
  13.5 in the case of goods sold in the Republic of South Africa, the time when the goods are offloaded at the Customer’s premises.
   

14.

Jurisdiction
  If the customer is not a resident of and does not carry on business in the Republic then the customer hereby consents and submits to the jurisdiction of the Johannesburg Local Division of the Supreme Court of South Africa and all Courts of Appeal there from for all purposes arising out of the contract.
   

15.

Legal Construction
  15.1 The contract between the customer in accordance with the provisions of South African Law. Headings shall be for convenience only and shall not be considered in the interpretation of the agreement.
  15.2 No qualification of these terms and conditions in any of the customer’s documents and none of the customer’s conditions of tender shall be of any force or effect unless specifically and expressly accepted by the Seller in writing. In the event of any conflict between there terms and conditions and any of the customer’s conditions of tender, these terms and conditions shall prevail.
  15.3 The Seller reserves the right to correct typing and clerical errors.