1.Introduction
These are the general sales terms between Liza Industrial Supplies (Pty) Ltd (Registration number CK ) (“we” or “us”) and you (the buyer). Please read these terms carefully, because they form a legal contract between you and us and apply along with any specific sales terms we may give you. We have printed some important terms in bold. Please pay special attention to them.
2. General terms
2.1 In these terms, “Goods” means the goods (and related services) we sell to you as shown on our quotations, invoices or order forms.
2.2 “CPA” means the Consumer Protection Act 68 of 2008 (as amended) and any regulations under it.
2.3 When you accept our quote or place an order, we can accept that these terms apply and that they override any other terms that were set out, taken into account or mentioned by you in your order or negotiations.
2.4 Any favour we may grant you or any change of any of these term will not apply to us, unless it is in writing and signed by an authorised officer. None of our sales representatives have the authority to change or enlarge these terms or specific terms of sale.
3. Prices
Unless otherwise agreed in writing, all prices exclude VAT. We may also increase the price of the Goods if our costs increase. The prices we quote are only estimates, as contemplated in S23(1) of the CPA and not an actual price.
4. Payment:
4.1 A certificate by us will be sufficient proof of any amount that you owe us.
4.2 You must pay us:
•in cash when we deliver your order or;
•where credit facilities have been agreed in writing, within 30 days from when we sent you a statement.
4.3 Any change of these payment terms must be agreed on and signed by both parties in writing.
4.4 If you do not pay us on time, all amounts you owe on the due date will become due immediately.
4.5 If you default on payment, we may without prejudice (not to use as evidence) to any other legal remedy, refuse to make any further deliveries until you pay us in full. This will not affect our right to claim damages or to cancel all outstanding contracts and orders, that we concluded with you.
4.6 We may charge interest at 3% above the bank overdraft rate as charged by our bank on any amount you owe and calculated from the date that you owed payment.
4.7 If we take legal action to get back any amounts you owe us, you will be liable to pay all legal costs on the attorney and client scale, and collection commission at the maximum prescribed rate. You may not delay or keep back payment of any account you owe on, while waiting for payment of any claim or dispute. You may also not claim any set-off, whether in the form of damages, any counterclaim, credit sought or something similar.
4.8 You may not set-off any amounts we owe you against your debts to us.
5. Discount:
If you are eligible for an early settlement discount, we will only allow the discount if:
5.1 we receive payment on or before the agreed date;
5.2 you have paid all accounts (in full); and
5.3 you have not held back any payments unless we agree otherwise in writing.
6. Ownership
6.1 We own the Goods, until you have paid us in full.
6.2 You will be responsible (and carry the risk for) the Goods as soon as the Goods have left our premises.
7. Delivery
7.1 Quantity ordered
If we deliver the right amount (or less) of the Goods you ordered, you must accept the order. If we have delivered less than the agreed quantity you must notify us to deliver the rest and this is not a ground for cancellation of the contract. It is clients responsible to check and sign the delivery notes. All signatures will be deemed as acceptance of the listed delivery as per invoice, quotation or order paper.
7.2 Delay in Delivery
•While we will try to deliver the Goods on time, we cannot be held responsible for delay of delivery for reasons beyond our control or any damage that results from this.
• If you ask us to keep back or postpone delivery, and we agree we may ask you to pay suitable storage, demurrage, interest or any other charges that resulted because of the postponement.
7.3 Not accepting deliveries and returns.
If we deliver Goods to you and you do not accept delivery, we may (by writing to you) cancel the agreement and:
• claim payment from you;
• claim damages from you which included storage costs; and
• request that you accept the Goods (even though they might have deteriorated in storage).
7.4 If the Goods do not have a manufacturer’s fault, you may not return them without getting our written permission. You must get this within permission seven days from delivery of the Goods. We may send out a technician
7.5 If you return the Goods without our consent (as above), we may claim back from you any delivery costs incurred, calculated at our prevailing delivery and handling rate of 15% of the net invoiced value of the returned Goods.
7.6 Not receiving Goods that were dispatched:
If you did not receive the Goods you ordered, you must notify us in writing within seven days from the date we told you the Goods were dispatched.
7.7 Other deliver terms.
• If we did not specify a time of delivery, we will deliver the Goods when they are available.
• If you requested a specific time and date for delivery, we will try our best to deliver on time, but cannot guarantee will not consider the delivery as being late until you ask us (in writing) to deliver the Goods and have given us a reasonable time to do so.
8. Warranties and representation
We will not be held liable for any promises, warranty (promise) or representations that are not in these terms or on our specific warranty and return policy, unless it is agreed in writing or brought about by law.
9. Claims
9.1 Please see our warranty and returns policy for the terms related to returns and warranties.
9.2 If you use the Goods for any other reason than what it is designed for, we will not be responsible if the Goods are damaged.
9.3 We will not be responsible for damages, if you damaged the Goods in any way.
10. Liability for damages
10.1 General
You will not have a claim against us for performance that are not in these terms or specific terms.
10.2 Exclusion of Liability:
•We are not liable for any loss or damage, whether direct, indirect, consequential, or otherwise, to you, third persons or property, because of the use or unsuitability of any Goods you bought from us, unless we specifically sold you the Goods for that purpose. In that case you have 10 days to return the Goods to us for a refund.
•You indemnify and hold us harmless against all and any claims that may be made against us for any of this loss or damage that is not covered by the CPA.
10.3 Limit of Liability:
Whatever happens, our liability for damages, if any, will not be more than the invoiced value of the Goods supplied for the last delivery of any of the products.
11 Indemnity
All Goods are supplied according to commercially accepted standards. We cannot guarantee that the goods are above these standards and you agree to accept the general standard of these Goods.
12 Changing an order
If you change the order (and we agree to it in writing) we may claim back any extra costs we costs we reasonably incurred in complying with the changed order.
13 Cancellation
13.1 We may refuse to grant (further) credit to you or to sell and deliver any Goods to you and we do not have to give you reasons for this.
13.2 If:
•you are placed in liquidation or under legal management;
•there is an application made against you for this,
•you call a meeting of members to pass a resolution to wind yourself up;
•you compromise with your creditors;
•you (as an individual) are sequestrated or should an application be made against you for an order of sequestration or if you give notice for your intention to surrender your estate as an insolvent (bankrupt);
• any judgement be obtained against you and not be satisfied immediately; or
• if you commit a breach of any of these terms
we may without prejudice (not to use as evidence) to any other rights or remedies that we may have, cancel this and any other outstanding contracts and refuse to make any further deliveries of the Goods to you. You (or your liquidator or legal manager) will have no claim against us because of this cancellation.
13.3 We will not be held responsible for any breach of this agreement, because of reasons beyond our control, including strikes, riots, insurrection, labour disputes, breakdown of plant, failure of usual sources of supply of materials, war, civil commotion, floods, act of Government or laws. If delivery of Goods is delayed for more than 30 days, we may cancel the rest of the order or any part of it. We will try to deliver Goods as soon as we are able (if at all possible).
14. Quotations
You must accept quotations within 14 days of issue and we must confirm the order in writing.
15. Jurisdiction
15.1 South African law governs this agreement.
15.2 You agree to the jurisdiction of the Magistrate’s Court under Section 28 of the Magistrate’s Court Act 32 of 1944 (as amended), even if that the claim by the Company exceeds the normal jurisdiction of the Magistrate’s Court about the amount. We may, decide to proceed against you in any Court of able jurisdiction despite this.
16 Address for legal notices (Domicilium citandi et executandi)
You nominates as your chosen address where we may deliver legal documents as the address reflected on the face of any order or other written communication with us or under the heading or registered office or business address as stated in any credit application.
17. Non-waiver
Any favour we allow you does not reduce or affect any of our rights we have against you.
18 Transfer (Session and assignment)
18.1 You may not transfer your rights under this contract and its ownership in the Goods sold.
18.2 You agree that we may transfer our rights under the contract and its ownership of the Goods sold.
19 No sett-off
If this contract ends or is terminated, you do not have the right to any allowance, credit, return or set off-of any payment or deposits already made. This does not affect our rights to claim damages.
20. Owing us money
While you owe us money for the Goods:
20.1 you must (at your own expense) keep the Goods properly insured for their full value against loss or damage through fire, accident, theft and other risks named by us.
20.2 you must not (without our written consent) store or keep the Goods on any premises except the premises where you conducts your business. If you apply for this consent, we may take possession of the Goods and store them, and claim back reasonable charges or rental or other consideration from you for doing this.
20.3 you will be responsible for all losses of, or damage to, the Goods while they are in your possession or in storage. We will not be liable or in any way responsible for any loss or damage to Goods. You must notify us immediately if the Goods are damaged;
20.4 you must not do anything that renders the Goods liable to attachment, mortgage, hypothec or any lien. If a third party asserts a right or makes a claim regarding the Goods, you must notify us immediately in writing.
21. Decrease of value
You will be liable for the Goods decreasing in value from the time you place the order, until you pay us for it. This applies even if devaluation happens after we deliver Goods to you.