Terms and Conditions
1.1 These terms and conditions are applicable to any contract of sale.
1.2 “The Company” will mean Antiseptol International Company (Pty) Ltd. or its successor in title or assign.
1.3 “The Customer” will mean the person or entity that contracts with the Company for the purchase of Goods or delivery of services;
1.4 “The Goods” will mean the Goods referred to on any company forms, documents, price lists, quotations, delivery notes, orders and invoices, and shall include services rendered by the Company to the Customer.
1.5 This Agreement represents the entire agreement between the Company and the Customer and will govern all current and future relationships between the Company and the Customer, unless changes are mutually agreed between the parties in writing.
1.6 No amendment, alteration, variation, deletion, cancellation and/or agreement to alter, vary, delete or cancel any of the terms of this Agreement (or the whole agreement), whether consensual, unilateral or bilateral, shall be of any force and effect, unless reduced to writing and approved by a member of the management board of the Company and a duly authorised representative of the Customer.
1.7 No relaxation or indulgence, which the Company may at any time grant the Customer, will prejudice or be deemed to be a waiver of any of the Company’s rights in terms of this agreement.
1.8 The Customer shall not cede its rights nor assign its obligations to any third party without the prior consent of the Company.
1.9 The Company will at any time, in its sole discretion, be entitled to cede all or any of its rights and/or assign all or any of its obligations in terms of this Agreement to any third party upon written notice to the Customer. No such written notice will be required if the Company cedes any of its rights to any third party in securitatem debiti. (security cession)
1.10 The Customer undertakes to notify the Company within a period of seven days of any change of address of its place of business, failing which the Company shall be entitled to cancel this Agreement forthwith.
1.11 The headings in this document are included for convenience only and are not to be taken into account for the purpose of interpreting this Agreement.
1.12 The Customer hereby acknowledges that he has read and understood each term of this Agreement and accepts all of them as binding.
1.13 The Company’s rights in terms hereof shall not be exhaustive and shall be in addition to its common law rights.
Orders and Deliveries
2.1 Sales order/s by the Customer for the Company’s Goods or services shall be made in writing to such address, electronically or otherwise, as may be nominated by the Company from time to time.
2.2 The Customer shall provide the Company with a valid order number with the delivery address deemed as the Customer’s principal address unless alternate instructions are issued in writing.
2.3 Subject to change at any time at the discretion of the Company, every order placed by the Customer shall amount to a minimum value (exclusive of value added tax) as well as minimum quantities as per the Company’s official price list.
2.4 An agreed variance of approximately 5 (five) percent is agreed on the ordered quantity to account for normal process or yield variations. This applies to customer specific products.
2.5 No oral orders will be accepted by the Company.
2.6 The Company is not obliged to accept any orders and, at the discretion of the Company, all orders will be processed in accordance with its normal business practices.
2.7 Any delivery note (carbon copy or original) signed by the Customer and held by the Company will be
conclusive proof that full delivery has been made to the Customer as ordered, unless written notice of a claim is received by the Company within ten (10) days after receipt of the Goods by the Customer. The Customer agrees that the signature of any agent, contractor, sub-contractor or employee of the Customer, on the Company’s official delivery note, invoice, waybill of the delivery note of any authorised independent carrier, will constitute reasonable proof of delivery of the Goods purchased.
2.8 Unless the Company and the Customer agree otherwise, collection of the Goods shall take place at the Company’s factory or store and the risk in and to the Goods shall pass to the Customer upon the Customers agent having signed the goods receipt at the Company’s premises subject to the examination set out in 2.12 hereunder.
2.9 The Customer will be allowed (on request) an opportunity to examine the Goods at the Company’s premises for the purpose of ascertaining whether the Customer is satisfied with them and whether they correspond in all material aspects and characteristics with what the Customer expected or, if specifically ordered, reasonably conform to the material specifications. If the Company instructs a forwarder and pays for transport on the Customer’s specific instruction or special request, this will not in any way prejudice the Company or be interpreted as appointing the forwarder as agent of the Company, or as varying or waiving any of these terms and conditions. The Company may appoint a carrier on such terms and conditions as it deems fit. In any event, if the Customer requests delivery, that delivery shall be for the account of the Customer, unless otherwise agreed upon in writing.
2.10 If the Company is requested to deliver the Goods to the Customer, the Customer must provide a safe off-loading area for the Goods. The risk in and to the Goods shall pass to the Customer once the delivery note is signed by the Customer’s representative.
2.11 The Company shall endeavour to deliver the Goods on the dates that the Customer specifies, but shall not in any way be liable for any consequential damages resulting from the failure by the Company or its agent to deliver the Goods in time.
2.12 Should the Customer fail to take delivery of the Goods within 14 (Fourteen) days of the formal notification of their availability, the Company may apply additional costs at its discretion, to provide for the storage of the relevant goods.
2.13 The Customer accepts the obligation to examine the Goods within 7 (Seven) days of delivery having been concluded, notifying the Company in writing should the goods be deemed to be defective. Should no such notice be received by the Company, the Goods shall be deemed to have been delivered free of defect and in compliance with the Customer’s order.
2.14 Vis Major, Act of God or casus fortuitous, which will (without limiting the generality of the foregoing) be deemed to include strikes, industrial action, breakdown of machinery, failure of usual sources of supply of materials, war, riot, civil commotion, insurrection, civil disobedience, act of Government, Provincial or Local Authority, or legislation preventing the effective execution or performance of any part of this contract on the terms and conditions prescribed therein, or other contingencies of whatsoever nature and howsoever arising, beyond the reasonable control of the Company, shall excuse a delay in or suspension of deliveries, and the Company may within 30 (thirty) days after the occurrence of such contingency, cancel the Agreement, as a whole, or any remaining part thereof, if such Vis Major persists.
2.15 Notwithstanding any other provision in this Agreement to the contrary, the Company’s obligations to produce and deliver the Goods will in all cases be subject to the following conditions precedent;
2.15.1 the availability to the Company of any materials and supplies required for the provision of service of the Goods;
2.15.2 the timeous receipt of any orders required by the Company from the Customer for the order or provision of services of the Goods.
2.16 Should the conclusion of the Sales Order issued by the Customer, be dependent on an associated Contract of Supply between the Customer and or its elected associates, and the Company, the latter must be added as an addendum to this document and be completed in full by both the Customer’s and Company’s representatives.
3.1 Notwithstanding passing of all risk in and to all Goods sold by the Company to the Customer upon delivery, ownership of all Goods sold and delivered remain vested in the Company until the full purchase price has been paid and in the event of a breach of these terms and conditions by the Customer, or if the Customer is sequestrated, placed under (provisional) liquidation, judicial management, commits any act of insolvency, enters into any compromise with its creditors or fails to satisfy a judgement granted against it within 7 days of the date of judgement, the company shall without prejudice to any further rights vested in it, be entitled to request any competent court for an urgent order to take possession of such Goods and remove them from the premises where they are found. Notwithstanding this, the Company or its duly appointed agents shall at all business hours be entitled to enter the premises and inspect the Goods.
4.1 Goods returned which were supplied in compliance with the Customer’s Sales Order will only be credited to the Customer’s account by mutual agreement between the Customer and the Company. Soiled or damaged Goods and Goods not in their original packaging, shall be deemed to have been sold to the Customer and shall not be accepted back for credit.
4.2 Under no circumstances shall the Company be liable for damage arising from misuse or abuse of the Goods.
4.3 The amount to be credited to the customer for Goods returned will be calculated at the invoice value when the Goods were purchased minus a 10% handling fee..
4.4 The Company’s Sales Department must be notified of the relevant invoice and delivery note before any claim will be considered.
4.5 All Goods are to be returned at the Customer’s expense and the risk in the Goods remains with the Customer until the Company receives and accepts the Goods at the Company’s premises. It is the responsibility of the Customer to return such goods to the premises of the Company.
Quotations and Pricing
5.1 All quotes are valid for a period of 30 days from the date of origination.
5.2 The price of Goods will be in accordance with the Company’s official price list at the date on which they are delivered to the Customer.
5.3 Delivery costs are for the account of the customer or as mutually agreed with the Company in writing.
5.4 The prices of the Goods as set out in the official price list do not include VAT.
5.5 The Company reserves the right, without notice to the Customer, to change the prices of its Goods from time to time.
5.6 Trade discounts may be agreed at the sole discretion of the Company.
6.1 The Customer agrees that any amount due and payable to the Company shall be determined and proved by a certificate issued by the Company and signed on its behalf by any duly authorised person. Such certificate shall be binding and shall be prima facie proof of the indebtedness of the Customer, and shall be a liquid document for the purposes of obtaining provisional and summary judgement herein or to prove a claim in insolvency of the Customer.
6.2 Payment is to be made in cash or via direct transfer to the Company’s bank as nominated from time to time free of bank exchange or any other set-offs or deduction, 30 (thirty) days from date of the Company’s statement, unless otherwise agreed to in writing by the Company. Interest at the prevailing overdraft rate may at the sole discretion of the Company be charged for all accounts exceeding 30 days.
6.3 The Customer carries the risk associated with or arising from the method elected to effect payment.
6.4 Should any amount not be paid by the Customer on due date then the whole amount in respect of all purchases by the Customer (“the principal sum”) shall thereupon forthwith become due, owing and payable without further notice, irrespective of the date when the Goods were purchased.
6.5 The Customer shall not be entitled to claim set-off or deductions of any amounts from any payment due by the Customer to the Company for Goods or services supplied or any other cause arising, unless such an amount has been confirmed to be correct, due and owing by the Company or a final judgment has been granted in favour of the Customer.
6.6 The Company may appropriate all payments made by the Customer to such accounts as it will in its sole discretion decide.
6.7 The Company shall have the right, without notice, to suspend deliveries or demand cash and to exercise all its other rights if any amount due by the Customer remains unpaid.
6.8 If more than one delivery is to be made then each delivery will be invoiced separately.
6.9 The contract price is strictly net and not subject to any discounts unless otherwise agreed in writing.
6.10 Any discount agreed in writing shall only be allowed if payment is received by the Company before the agreed date and shall only apply to the actual price of the invoiced Goods.
6.11 Any dispute shall not relieve the Customer from any liability for the due and timeous performance of all its obligations in terms of this Agreement.
6.12 Payment must be made and will only be accepted in the currency of the invoice, unless otherwise agreed upon in writing.
7.1 In the event that the Customer obtains finance from any banking institution for the purchase of the Goods, ownership of the Goods shall lie with the Company until full payment of the purchase price for the Goods has been concluded by the Customer.
7.2 The Customer understands that information offered in this agreement may be used by the Company for the purposes of assessing the Customer’s good standing in the trade. The Customer further undertakes to update the relevant information supplied, as and when necessary, in order to ensure the accuracy of the above information. The Customer expressly agrees that the furnishing of wrong or incomplete information will cause damage to the Company.
7.3 The Customer hereby authorises the Company at any time to contact and request information from any persons, credit bureau or businesses, or any statutory credit bodies relevant to the Customer’s good standing in trade, including but not limited to payment, default under any agreements and termination of agreements. Such information will only be used for the purpose permitted or required in terms of applicable legislation.
7.4 All information received, compiled, retained or reported and pertaining to the Customer shall and will be kept confidential by the Company and the Company shall –
7.4.1 use that information only for a purpose permitted or required in terms of national legislation or applicable provincial legislation; and
7.4.2 report or release that information only to the Customer or to another person –
• to the extent permitted or required by national legislation or applicable provincial legislation; or
• as directed by the instructions of the Customer, or an order of a court.
7.5 Upon the cancellation of the Agreement for any reason whatsoever all amounts then owed by the Customer to the Company in terms of the Agreement shall immediately become due, owing and payable.
Accounts and Statements
8.1 Statements, invoices and the like may be delivered in writing, either to the Customer in person or by short message service, mail, fax, e-mail or other electronic form of communication, to the extent that the Company is equipped to affect such facilities, as directed by the Customer when making the request.
8.2 The Customer’s statement will include all of the following: –
8.2.1 the current balance of the Customer’s account;
8.2.2 any amounts credited or debited during a period specified in the statement.
8.2.3 any amounts currently overdue and when each such amount became due; and
8.2.4 any amount currently payable and the date it became due.
8.3 The Company shall not be obliged to provide information more than three years after the account was closed.
Warrantees and Guarantees
9.1 All Goods supplied will be to the Company’s stated specification. All specifications, illustrations, drawings, diagrams, price lists, dimensions, performance figures, advertisements, brochures and other technical data furnished by the Company 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 contract or be relied upon by the Customer for any purpose, unless and to the extent that they are expressly warranted or guaranteed in writing by the Company and are, as such, expressly stated by the Company to form part of the contract.
9.2 If any Goods or any part of them are to be supplied in accordance with any specific specification, measurements, or other instructions furnished by the Customer, the Customer shall not have any claim of any nature whatsoever against the Company
9.3.1 for any loss or damage sustained by the Customer as a result of any error, discrepancy or defect in those specifications, measurements or other instructions;
9.3.2 if the Goods in question are not suitable for the purpose for which they are required.
9.3 All warranties and guarantees seize to exist if Goods are not handled as prescribed. The Customer undertakes to only use the Goods according to the Company’s instruction.
Jurisdiction and Legal Proceedings
10.1 All provisions and the various clauses and sub-clauses of this agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision, clause or sub-clause of this agreement, which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatsoever, shall, in such jurisdiction only, and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions, clauses and sub-clauses of this agreement shall remain in full force and effect. The parties declare that it is their intention that this agreement would have been executed without such unenforceable provision if they would have been aware of such unenforceability at the time of execution hereof.
10.2 Any notice shall be deemed to have been received by the Customer on the business day following the date of it having been faxed or e-mailed to any of the Customers fax numbers or e-mail addresses.
10.3 Regardless of the place of execution or performance under these terms and conditions or domicile of the Customer, the terms and conditions of this Agreement (including its validity) and all modifications and amendments hereof, shall be governed by and decided upon and construed in accordance with the laws of the Republic of South Africa.
10.4 A certificate issued and signed by a director, manager or employee of the Company, whose authority need not be proved, in respect of any indebtedness of the Customer to the Company, delivery of the Goods or in respect of any other fact, shall constitute prima facie evidence of the Customer’s indebtedness to the Company and prima facie evidence of the delivery of the Goods and prima facie evidence of such other fact.
10.5 The Customer shall pay all legal costs, including attorney and client costs, counsel’s fees, tracing agent’s fees and collection charges which the Company may incur in taking any steps pursuant to any breach of these conditions by the Customer.
10.6 Any dispute arising out of or in connection with this agreement (including its validity) shall be referred to arbitration in terms of the commercial rules of the Arbitration Foundation of South Africa (“AFSA”) before one arbitrator in the English Language and in Johannesburg.
10.7 The arbitrator shall be a person agreed upon by the parties or, failing such agreement within 10 (ten) days of arbitration having been requested, the arbitrator shall be appointed by AFSA.
10.8 Nothing contained in this clause 10 shall prevent either party to seek relief from the High Court of South Africa in case of any matter having to be decided on an urgent basis, pending the outcome of arbitration to be instituted. For the purpose of such relief sought the parties hereby agree that the South Gauteng High Court, Johannesburg, shall have jurisdiction in that regard.
10.9 These terms and conditions constitute the whole of the agreement between the parties relating to the matters dealt with herein. No undertaking, representation, terms and conditions or any variation or addition relating to the subject matter hereof not incorporated herein or reduced to writing and signed by the parties shall be binding.
10.10 The Customer confirms that it understands the terms and conditions stated above. Where any provisions of the Agreement have not been understood, these have been explained. The Consumer understands the areas where any of its rights are being limited and accepts the limitation of these rights.