STANDARD TERMS AND CONDITIONS
I/We record that I/We agree to the following conditions to be binding:
A) Payment of 85% deposit before commencement of installation, balance is payable on date of completion of the installation.
All overdue amounts shall bear interest at prime +5% reckoned monthly in advance on the outstanding balance from due date of date of payment.
3. DELIVERY RISK AND OWNERSHIP
3.1. The Company will make every reasonable endeavour to ensure timeous delivery of the goods on the terms and conditions agreed between the Applicant and the Company. The Company shall not be liable for late deliveries due to circumstances which are beyond the Company’s control such as, but not limited to, the events set out in clause 15.
3.2. Signature by the Applicant or by any representative of the Applicant of the Company’s delivery note, shall be regarded as acceptance by the Applicant that the goods reflected in such delivery note have been properly and completely delivered.
3.2. The risk in and to the goods shall pass from the Company to the Applicant on the date of delivery to the Applicant (or its nominee). Ownership of all goods, installations and/or materials shall remain the property of the Service Provider until paid in full, despite installation.
4. LEGAL EXPENSES
In the event of the client failing to pay on or before due date in respect of the goods purchased and/or installed, and the Service Provider incurring legal expenses in connection therewith, the Service Provider shall be entitled to recover the amount of the legal expenses, including attorney/client expenses and collection commission from the Client.
Any relaxation or indulgence which the Service Provider may show to the Client shall not in any way prejudice the Service Providers rights to institute any action against the Client and more particularly no act of the Service Provider in accepting payment after due date or in accepting a lesser sum than the amount due payable shall be construed as a waiver by the Service Provider of its rights to proceed forthwith against the Client for the full outstanding balances.
6. APPROPRIATION OF MONIES
The Service Provider shall be entitled in its sole and absolute discretion to appropriate any amounts received from the Client towards the payment of any cause of debt or amount owing by the Client to the Service Provider whatsoever.
A certificate signed by any director of the Service Provider showing that the materials was installed and the amount due and owing by the Client shall be Sufficient proof of the fact therein stated for the purposes of all legal proceedings against the Client for the recovery of the said amount and it shall rest with the Client to prove that such amount is not owing and / or due. No deduction or set off may be made by the Client/client and the full invoice must be paid timeously on the terms agreed above.
In the event of either of the parties (“the defaulting party”) committing a breach of any of the terms of this Agreement and failing to remedy such breach within a period of 10 days after receipt of a written notice from the other party (“the aggrieved party”) calling upon the defaulting party so to remedy, then the aggrieved party shall be entitled, at its sole discretion and without prejudice to any of its other rights in law, either to claim specific performance of the terms of this Agreement or to cancel this Agreement forthwith and without further notice, claim and recover damages from the defaulting party.
10. COUNTERPARTS AND ELECTRONIC SIGNATURE
This agreement may be signed in counterparts, and or electronically and all individually signed agreements combined will constitute the original.
11. WARRANTY OF AUTHORISATION
All signatories to this agreement warrant that they are duly authorised to sign the agreement.
12. ENTIRE AGREEMENT AND AMENDMENTS
This Agreement and its annexures constitute the entire contract between the Parties with regard to the matters dealt with in this Agreement and no representations, terms, conditions or warranties not contained in this Agreement shall be binding on the Parties.
No agreement varying, adding to, deleting from or cancelling this Agreement and its annexures, including this clause 10 and no waiver of any right under this Agreement, shall be effective unless reduced to writing and signed by a duly authorised representative of each of the Parties.
If any provision of this Agreement is found by a competent tribunal in a non-appealable decision to be invalid or unenforceable, the remaining provisions of the agreement shall be unaffected. The Parties shall however promptly enter into negotiations in good faith to determine whether an alternative provision can be formulated to achieve by valid and enforceable means the objectives which underlay the provision held to be invalid or unenforceable. If such an alternative provision is so formulated, the Parties undertake to incorporate it in this Agreement by amendment, and both Parties undertake to apply all reasonable speed and co-operation in achieving this result.
14. NON-CIRCUMVENTION NON SOLICITATION:
14.1. The Client/client agrees not to directly or indirectly through an agent or any other manner contact, deal with transact, or otherwise be involved with any supplier, client, corporation, partnership, proprietorships, trust, individuals, or other entities introduced by the Service provider without the prior specific written permission;
14.2. The client agrees that he/she/it will not in any way approach or solicit the employees of the service provider.
15. FORCE MAJEURE
No failure by either party to perform in accordance with any provision of this agreement shall constitute a breach of this agreement if the failure arose as a result of force majeure, including acts of God, war, strike, sanctions or changes in laws, regulations, ordinances or the like made by any competent authority or other circumstances outside the control of the parties.
16. GOODS SOLD AS IS
Subject to any applicable law, any goods sold to the Applicant shall be regarded as having been sold as is, without warranty against latent defects and no liability shall arise on the part of the Company for any representation or
warranty made or alleged to have been made at any time in respect of the goods sold by the Company to the Applicant.
17. FAILURE TO OBJECT TO ANY ITEM APPEARING ON THE COMPANY’S STATEMENT
If the Applicant should fail to object to any item appearing on the Company’s statement of account within 10 (ten)
days of date of the dispatch of the statements, the account shall be deemed to be in order and correct in all respects.
18. WINDING UP OF APPLICANT
Should the Applicant at any time be wound up, whether provisionally or finally, (which liquidation or sequestration, whether provisional or not, shall be deemed to be a material breach by the Applicant of this contract) or commence steps to enter into business rescue proceedings, or in the event of the Applicant being an individual or partnership and having his/its estate sequestrated, whether provisionally or finally, any goods delivered by the Company to the Applicant and in respect of which payment has not been made at the date of the winding up or sequestration (whether payment in respect thereof be due or not) shall immediately be returned to and recoverable by the Company, wherever such goods may be found.
19. CONVERSION OF APPLICANT
The Applicant and any guarantor acknowledge that in the event of the Applicant being a sole proprietorship, partnership, a company or a close corporation and converting from a sole proprietorship, partnership, or company to a close corporation or from a sole proprietorship, partnership or a close corporation to a company at any time, any guarantor or signatory of these terms and conditions of sale shall remain bound as a guarantor.
20.1. Subject to any applicable law, the Applicant and the guarantor(s) acknowledge that they will indemnify and hold the Company harmless against any liability in respect of the goods, including under the Occupational Health and Safety Act 85 of 1993 and the Mine Health and Safety Act 29 of 1996. Subject to any applicable law, specific reference to sections 10 and 21 of the respective legislation as it applies to product liability, is disclaimed by the Company.
20.2. The Applicant shall be obliged to and warrants that it will ensure that a qualified technician and/or electrician installs all goods purchased from the Company which require installation by such qualified persons. Should the Applicant fail to comply with such obligation, the Applicant indemnifies the Company from any liability of whatever nature arising from the purchase of the goods.
20.3. The Applicant acknowledges that it does not rely, in any manner, on any representations and/or advise of the Company in its decision to purchase particular goods from the Company.
21. CONSENT CLAUSE
21.1 The Applicant (and any guarantor for the Applicant) understands that the personal information given under these terms and conditions of sale is to be used by the Company for the purposes of assessing the Applicant’s credit worthiness. The Applicant confirms that the information given by the Applicant is accurate and complete and further agrees to update the information supplied as and when necessary in order to ensure the accuracy of the information, failing which the Company will not be liable for any inaccuracies.
21.2 The Company has the Applicant’s consent and authority at all times to contact and request information from any persons, credit bureaux or businesses to obtain any information relevant to the Applicant’s credit assessment including, but not limited to, information regarding the amounts purchased from suppliers per month, length of time Applicant has dealt with such supplier, type of goods or services purchased and manner and time of payment.
21.3 The Applicant agrees that information given in confidence to the Company by a third party concerning the Applicant will not be disclosed to the Applicant.
21.4 The Applicant consents to and authorises the Company at all times to furnish personal and credit information concerning the Applicant’s dealings with the Company to any credit bureaux and to any third party seeking a trade reference regarding the Applicant.