All business undertaken by IKA Anchors and Fixings (Pty) Ltd. , hereinafter referred to as the Company, is strictly and exclusively subject to the Standard Terms and Conditions of Sale detailed hereunder.
In these conditions:
1. “the goods” means the goods indicated on any company forms, price lists, quotations, delivery notes, orders or invoices.
2.1 The price of the goods shall be the usual price current at the time of the dispatch of the goods.
2.2 The Company has the right from time to time, without notice to the Customer, to change prices of its goods unless a written quotation has been issued by the Company within 14 days of such change.
3.1 Payment is to be made 30 (thirty) days from the end of the month in which the goods were delivered.
3.2 The Customer shall not claim the right to any rebates and/or discounts on any basis whatsoever unless a director of the Company shall have agreed to such rebates and/or discounts in writing, and further provided always that such amount shall not be allowed on any goods dispatched if payment for any goods whatsoever, invoiced prior thereto, is overdue.
3.3 In all cases where the Customer uses a postal service to effect payment, to deliver or return goods, such postal service shall be deemed to be the agent of the Customer.
3.4 Should any amount not be paid by the Customer on due date then the whole amount in respect of all purchases by the Customer shall become due, owing and payable irrespective of the dates when the goods were purchased and the Customer shall be liable to pay interest in respect of the amount unpaid as at the due date at the rate of 2% above the prime overdraft lending rate of the Company’s Bank on all overdue amounts from due date of payment.
3.5 The Company may appropriate all payments made by the Customer to such accounts as it will in its sole and absolute discretion decide.
3.6 The Company shall have the right to suspend deliveries and to exercise its right in terms of clause 9.1 if any amount due by the Customer is unpaid.
4. CREDIT FACILITIES
4.1 The Company reserves the right to withdraw any credit facilities at any time without prior notice and the nature and extent of such facilities shall at all times be in the Company’s sole discretion.
5.1 Orders by the Customer for the Company’s goods, shall be made in writing to such address as may be nominated by the Company from time to time.
5.2 Orders shall constitute irrevocable offers to purchase the goods in question and shall be capable of acceptance by the Company by the delivery of the goods or by the written acceptance or confirmation of the order.
5.3 Oral orders shall similarly be capable of acceptance by the Company, but the Company will not be responsible for any errors or misunderstandings occasioned by the Customer’s failure to make orders in writing.
5.4 The Customer shall provide the Company with an order number when placing any order with the Company.
5.5 All items ordered “ex stock” are subject to the condition that they have not been sold out prior to the Customer’s order being accepted by the Company.
6.1 In the event that the Company transport the goods to the Customer, delivery and passing of the risk in the goods, shall be deemed to have taken place when the goods are off loaded at the Customer’s premises. The signature of any employee of the Customer on a Company delivery note or invoice shall be face value proof of the proper delivery of the goods.
6.2 Whilst every effort will be made to dispatch goods as advised, the Company does not guarantee dispatch on any specific date and shall not be liable for any damages for failure to effect delivery/dispatch timeously for any reason beyond the Company’s reasonable direct control, including but not limited to, inability to secure labour, transport, power, materials, equipment or supplies or by reason of an act of God, war, civil disturbance, riot, state of emergency, strike, lockout, or other labour disputes, fire, flood, drought or legislation. The Customer shall not be entitled to cancel any order by reason of such delay.
6.3 In the event that the Company makes delivery to the Customer in instalments, each instalment shall be deemed to be the subject of a separate contract and non-delivery or delay in delivery of any instalment shall not effect the balance of the contract or entitle the Customer to cancel the contract.
6.4 It is the Customer’s responsibility and duty to sign the Company delivery note or the carrier’s delivery note, as the case may be and to note on the face of the delivery note the extent to which the details on the delivery note do not correspond to the kind and quality of the goods received on the extent to which the goods received were not in good order and condition, failing which, the goods shall be deemed to have been properly delivered to the Customer in all respects.
6.5 Should the Company at the Customer’s request, agree to engage a carrier to transport goods to the Customer, such carrier shall be the Customer’s agent with ownership and risk transferring to the Customer on collection by such carrier. The Customer shall be responsible for the payment of such carrier. The Company shall engage the carrier on such terms and conditions as it deems fit and the Customer indemnifies the Company against all demands and claims which may be made against it by the carrier so engaged and all liability which the Company may incur to the carrier arising out of the transportation of the goods.
7. DELIVERY ON SITE
7.1 In the event that the Company agrees to deliver goods “on site” to the Customer, the Customer shall provide facilities for the receipt and off-loading of the goods at the time when the Company’s transport arrives on site to deliver the goods. If such facilities are not made available by the Customer on-site, the goods shall be transported back to the Company’s premises, and the cost of storing, transporting, and insuring the goods until delivery to the Customer’s address, shall be for the Customer’s account.
8. RESALE OF GOODS
8.1 If the Customer sells any of the goods purchased from the Company, the Customer shall not alter the trade-marks and/or trade names of the goods in any way.
9. OWNERSHIP & RISK
9.1 Notwithstanding that all risk in and to all goods sold by the Company to the Customer shall pass on delivery, ownership in all goods sold and delivered shall 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 or placed under liquidation or judicial management or commits any act of insolvency or enters into any compromise with its creditors or fails to satisfy a judgment granted against it within 7 days of the date of judgement or changes in structure of its ownership, the Company shall be entitled to take possession of the goods without prejudice to any further right vested in the Company and is hereby irrevocably authorized to claim the return of such stock.
9.2 The Customer shall fully insure the goods purchased from the Company against loss or damage, until the full purchase price has been paid by the Customer for such goods. Pending payment to the Company for goods purchased, all benefits in terms of insurance policy relating to the insurance of such goods are ceded to the Company.
9.3 The Customer shall inform the Landlord of the premises at which the goods are kept that such goods are the sole and absolute property of the Company until such time as the full purchase price has been paid to the Company by the Customer.
10. LEGAL PROCEEDINGS
10.1 Regardless of the place of execution or performance, these terms and conditions and all modifications and amendments hereof, shall be governed by and decided upon
and construed under and in accordance with the laws of South Africa.
10.2 The Company shall, at its option and notwithstanding that the amount of its claim or the nature of the relief sought by it exceeds the jurisdiction of the Magistrates Court, be entitled to institute action out of such court.
10.3 A Certificate issued and signed by any director or manager of the Company, whose authority need not be proved, in respect of any indebtedness of the Customer to the Company on in respect of any other fact including without limiting the generality of the aforegoing, the fact that such goods were sold and delivered, shall be face value evidence of the Customer’s indebtedness to the Company and face value evidence of such other facts and face value evidence of the delivery of the goods.
10.4 The Customer’s physical address as given on the front page of this document, shall be recognized as the Customer’s physical address where all notices and processes of court will be delivered and served for all purposes in terms of this agreement.
11.1 The Company has the sole option to refer any arising from or in connection with this agreement to arbitration, which arbitration shall bind both Company and Customer.
11.2 The arbitrator must be a person agreed upon by the parties or failing agreement an arbitrator must be appointed by the Arbitration Foundation of Southern Africa, who shall then finally resolve the dispute or issue in accordance with the Rules of the Arbitration Foundation of SA.
12. NEGOTIABLE INSTRUMENTS
12.1 Acceptance of a negotiable instrument by the Company shall not be deemed to be a waiver of the Company’s rights under this agreement in relation to cheques furnished by the Customer to the Company. The Customer waives its rights to insist on notice of dishonor or protest being given to it in the event that the cheque is dishonored.
13. RETURNED GOODS
13.1 Whilst the Company may accept the return of goods strictly within 10 days of delivery, the Customer must inform the Company in writing, addressed to the Sales Manager, with the reasons for such return of goods before dispatch by the Customer.
13.1.1 All goods returned must be clean, saleable, undamaged and in the original undamaged packaging when received by the Company.
13.2 The Customer hereby indemnifies the Company from any and all claims that may arise from the incorrect and/or careless application and/or installation or use of any product supplied by the Company.
13.3 The Company makes no warranties, either express or implied, regarding the suitability or performance of any product unless tests have been conducted by the Company on the particular site where the products are to be used and such test results are signed by a Director of the Company.
13.4 Notwithstanding anything stated to the contrary, the Company’s liability shall be limited to the replacement of any incorrect or defective goods supplied. The Company shall not be liable for any loss of profit or any direct, indirect or consequential damages and/or personal injury or any other claims whatsoever arising from any goods supplied.
14.1 This contract represents the entire agreement between the Company and the Customer and shall govern all future contractual relationships between the Company and the Customer and shall also be applicable to all debts which the Customer may owe to the Company prior to the Customer’s signature hereto.
14.2 No amendments and/or alteration and/or variation and/or deletion and/or addition and/or cancellation of these terms and conditions, whether consensual or unilateral or bilateral shall be of any force and effect unless reduced to writing and signed by a director of the Company. No agreement, whether consensual or unilateral or bilateral, purporting to obligate the Company to sign a written agreement to amend, alter, vary, delete, add or cancel these terms and conditions shall be of any force and effect unless reduced to in writing and signed by a director of the Company.
14.3 No warranties, representations or guarantees have been made by the Company or on it’s behalf which may have induced the Customer to sign this document.
14.4 No relaxation or indulgence which the Company may give at any time in regard to the carrying out of the Customer’s obligations in terms of any contract shall prejudice or be deemed to be a waiver of any of the Company’s rights in terms of any contract.
14.5 The Customer shall not cede its rights nor assign its obligations.
14.6 The Company shall at any time in its sole discretion be entitled to cede all or any of its rights in terms of this application for credit facilities including all terms and conditions to any third party without prior notice to the Customer.
14.7 Any written notice to the Company shall be addressed to The Managing Director.
14.8 The Customer undertakes to notify the Company within a period of seven days of any change of address or any changes in the information as set out in this agreement.
14.9 The headings in the document are included for convenience and are not to be taken into account for the purpose of interpreting this agreement.
14.10 Each of the terms herein, shall be a separate and divisible terms and if any such terms becomes unenforceable for any reason whatsoever, then that terms shall be severable and shall not affect the validity of the other terms.
15. I/We warrant that the information furnished above is true and correct in every respect
I/We acknowledge that I/We:
1. have read and understood the Standard Terms and Conditions of Business set out above;
2. agree that such terms shall be binding upon me/us in respect of all transactions entered into between myself/ourselves and the Company and;
3. warrant that I/we are witnessed this document for and on behalf of the customer.