(a) These terms and conditions shall apply to any contract for the sale of any goods and installation thereof by the company whether that contract arises out of (i) any offer made by the company and accepted by the purchaser, or (ii) any offer made by the purchaser and accepted by the company, including any such offer made by the purchaser in response to a quotation from the company.
(b) No alteration or variation of these terms and conditions shall apply, unless expressly agreed to in writing and signed by an authorised representative of the company.
The price of the goods will be the company's official list price ruling for them at the date on which they are delivered to the purchaser.
(a) The contract price shall be paid by the purchaser without any deductions or set off within 30 (thirty) days from the date of statement.
(b) Any amount not paid by the purchaser on due date shall bear interest at the rate of one percent above the prime overdraft rate ruling from time to time as evidenced by a certificate from a manager of Standard Bank of South Africa Limited from the date it falls due until it is paid.
(a) Delivery shall be made to the purchaser at the company's premises.
(b) Delivery shall be completed when the goods are handed to the purchaser or its agent at the company's premises and before loading commences.
(c) After completion of delivery the company shall not be responsible for the arrival of the goods at their destination or for any loss or damage to the goods from any cause whatever while in transit.
(d) Should the company at the purchaser's request agree to engage a carrier to transport the goods for the purchaser then (A) the company is authorised to engage a carrier on such terms and conditions as it deems fit (B) the purchaser shall indemnify the company against all demands and claims which may be 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.
(e) Notwithstanding any other provision in the contract to the contrary the company's obligation to deliver the goods shall in all cases be subject to the following conditions precedent - (A) the availability to the company of any materials and supplies required for the manufacture of the goods. (B) the timeous receipt by the company of any instructions (including all drawings and specifications) required by the company by the purchaser for the manufacture of the goods.
(f) Time shall not be the essence of the contract.
(g) If the purchaser fails to take delivery of the goods on due date then
i. the risk shall immediately pass from the company to the purchaser.
ii. the purchaser shall refund to the company on demand the reasonable costs including storage and insurance) of keeping the goods during the period of that delay.
Subject to 4(e) and 4(f) the risk shall pass to the purchaser when the goods leave the company's premises or on delivery to the purchaser whichever is sooner.
Notwithstanding the delivery of any goods to the purchaser ownership shall not pass until the company has received payment of the full contract price.
(a) The company shall be exempted from and shall not be liable under any circumstances whatever for:
i. any direct or consequential damages of any nature or any loss of profit or special damages of any nature, and whether in the contemplation of the parties or not, which the purchaser may suffer as a result of any breach, by the company of its obligations under the contract.
ii. any negligence on its part or that of its servants or agents in carrying out any of its obligations under the contract;
iii. any claim for any alleged shortage in delivery or failure of the goods to comply with the contract, unless written notice of the claim is received.
(b) insofar as any of the company's obligations under the contract are carried out by any of its servants, agents or sub-contractors, the provision of (a), (b) and (c) are stipulated for their benefit as well as the company's and each of them shall be exempted accordingly.
(c) The purchaser shall not have any claim of any nature whatsoever against the company for any failure by the company to carry out any of its obligations under the contract as a result of vis major, including but without being limited to any strike, lock-out, shortage of labour or materials, delays in transport, accidents of any kind, any default or delay by any sub-contractor or supplier of the company, riot, political or civil disturbances, the elements, any act of any State or Government or any other authority, or any other cause whatever beyond the company's control.
(d) Subject to any express warranty or guarantee given by the company in writing and which is intended to form part of the contract, the company does not -
i. give any warranty or guarantee, or make any representations whatever in respect of the goods, or fitness of the goods, or any part thereof for any particular purpose, whether or not that purpose is known to the company.
ii. accept liability for any defect (latent or patent) in the goods or any part of them.
8. SUSPENSION OF COMPANY'S OBLIGATIONS
If any amount owed by the customer to the company from any cause whatever, whether under the contract or not, is not paid on due date then, without prejudice to any other right which it may have, the company may;
(a) require that all amounts then owed to it by the customer, from any cause whatever (and whether under the contract or not) shall immediately become due and payable:
(b) retain in its possession any goods of the customer until all those amounts have been paid:
(c) until payment is made, suspend the carrying out of any of its then uncompleted obligations from any cause whatever and whether under the contract or not:
(d) terminate any credit facilities granted to the customer, whether under the contract or not.
(a) The company may cancel the contract or any uncompleted part of it if the purchaser;
(b) Commits a breach of any of the terms or conditions of the contract; or, being an individual dies or is provisionally or finally sequestrated or surrenders his estate; or, being a partnership is terminated; or, being a company, is placed under a provisional or final order of liquidation or judicial management; or, compromises or attempts to compromise generally with any of the purchasers creditors.
(c) The company's rights in terms of (a) shall not be exhaustive and shall be in addition to its common law rights.
(d) No relaxation which the company may have permitted on any one occasion in regard to the carrying out of the purchaser's obligations shall prejudice or be regarded as a waiver of the company's rights to enforce those obligations on any subsequent occasion.
(e) Upon the termination of the contract for any reasons whatever:
i. all amounts then owed by the purchaser to the company in terms of the contract shall become due and payable forthwith:
ii. The company may retake possession of any goods in respect of which ownership has not passed.
The company shall be entitled to institute any proceedings against the purchaser, arising out of the contract in any Magistrate's Court having jurisdiction over the purchaser even if the cause of action in question exceeds the jurisdiction of that Court.