Trading Terms
TRADING TERMS AND CONDITIONS OF SALE
1 Definitions
1.1 “The Company” means Yebo Tech (Pty) Ltd.
1.2 “The Purchaser” means the party who has placed an order with the Company or any person with whom the Company contracts as a result of any offer to purchase goods from the Company, and includes the Purchaser’s representatives, successors-in-title and permitted assigns.
1.3 “Contract” means any contract or agreement arising out of the acceptance of any offer, whether such a contract arises as a result of:
1.3.1 an offer made by the Company and accepted by the Purchaser; or
1.3.2 an offer made or order placed by the Purchaser and accepted by the Company; or
1.3.3 an offer made or order placed by the Purchaser in response to the quotation from the Company.
1.3.4 “Products” means the Company’s products which are provided to a Purchaser in terms of the Contract.
2 General
2.1 These terms and conditions shall apply to any Contract in terms of which the Company agrees to sell any Products, to the exclusion of any terms and conditions which the Purchaser may seek to make applicable.
2.2 No alteration or variation of these terms and conditions shall be of any force and effect, unless expressly agreed to in writing by the Company and signed by an authorised representative of the Company and the Purchaser.
2.3 The acceptance of orders is subject to the availability of the Products at the date of acceptance.
2.4 A Contract shall come into existence when the Company accepts an order for Products placed by the Purchaser or when the Purchaser accepts in writing any offer to sell or quotation for Products marketed by the Company.
2.5 In the event of any offer or order or acceptance of an offer or order by the Purchaser being made or given on the Purchaser’s official order form, the Purchaser shall be stopped from denying the validity thereof, notwithstanding the fact that such official order form may have been given or signed by a person not authorised thereto by the Purchaser.
2.6 The Company will not enter in Contracts which are less that R2 750 (two thousand seven hundred and fifty Rand) in value. Exceptions may be granted at the discretion of the Company.
3 Purchase Price and Payments
3.1 The purchase price payable by Purchaser for the Products shall be the Company’s listed price for such Products at the date of delivery of the Products, as indicated on a quotation for Products provided by the Company, unless otherwise agreed to in writing by the Company.
3.2 The purchase price does not include Value-Added Tax which shall be paid by the Purchaser in addition to the purchase price.
3.3 All prices are subject to exchange rate fluctuations were applicable.
3.4 The Company reserves the right to vary its listed prices from time to time, provided that notice in writing shall be given to the Purchaser via email.
3.5 In instances where the Company’s listed prices are varied in accordance with 3.4above between the date of the Contract and the date of the delivery of the Products then the Purchase price for such Products will be determined according to the Company’s listed price, as varied, applicable on the date of such delivery.
3.6 The purchase price is payable, without deduction or set-off of whatever nature, within 30 (thirty) days of the date of invoice provided by the Company to the Purchaser.
3.7 Should the Purchaser fail to make any payment on the due date, then all amounts outstanding, from whatever cause, whether or not the date for payment thereof has arrived, will immediately become due and payable by the Purchaser to the Company.
3.8 Any amount not paid by the Purchaser to the Company on due date shall bear interest from due date to date of final payment at the maximum rate permissible from time to time, in terms of the Usury Act Number 73 of 1968 (as amended) or any other applicable legislation.
3.9 In the event of action being instituted by the Company against the Purchaser for the enforcement of the Company’s rights in terms of a contract, the Purchaser shall be obliged to pay the Company’s cost for such action on an attorney and own client scale, including any collection commission payable in terms of law.
4 Discounts
4.1 Prices are not subject to any discounts unless otherwise agreed to in writing by the Company.
4.2 The Company may at its discretion offer a discount of 1.5% (one and a half percent) on accounts settled within 30 (thirty) days of the date of invoice. Should any queries exist, these must be communicated in writing within 14 (fourteen) days of the date of invoice, so that these can be resolved timeously and not jeopardise any settlement discounts that may be taken thereon.
4.3 If any discount is agreed to, it shall only be allowed if payment is received by the Company on due date and shall only apply to the Company’s list price for the Products.
5 Delivery
5.1 Delivery of the Products shall be on an ex-works basis, unless otherwise agreed to in writing by the Company, and as such:
5.1.1 the costs of carriage will be for the Purchaser’s account; and
5.1.2 risk and benefit in the Products will be transferred to the Purchaser upon the Products being made available to the Purchaser, at the warehouse of the Company.
5.2 Should the Company be requested by the Purchaser to effect delivery of the Products, the cost of delivery shall be for the Purchaser’s account.
5.3 Notwithstanding any provision in the Contract to the contrary, the Company’s obligation to deliver the Products shall in all cases be subject to:
5.3.1 the availability of the Products; and
5.3.2 the timeous receipt by the Company of any and all instructions required by the company for the execution of the Contract.
6 Retention of Ownership
Ownership of Products sold in terms of the Contract shall remain vested in the Company and shall not pass to the Purchaser until the purchase price is paid in full and until such payment has been made, the aforementioned Products shall not in any way be hypothecated or pledged.
7 Disclaimer
7.1 The Company shall under no circumstances be liable for any loss of profit or any damages whether direct or indirect, consequential or otherwise, sustained by the Purchaser arising from any cause whatsoever including any damages arising as a result of the negligence of the Company, its servants, agents and sub-contractors, save that the Company shall be liable for a period of one (1) year to replace defective Products.
7.2 Insofar as any of the Company’s obligations in terms of the Contract are carried out by its servants, agents or sub-contractors, the provisions of paragraph 8.1 are stipulated also for their benefit.
7.3 The Purchaser shall not have any claim of any nature whatever against the Company for any failure by the Company to carry out any of its obligations under the Contract as a result of force majeure, including but without being limited to any strike, boycott, lock-out or go-slow, 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 civic disturbances, the elements, explosion, war, terrorism, epidemics, plagues, any act of any state or government, any delay in securing any permit, consent or approval required by the Company for the supply of Products under the Contract or under any other authority, or any other cause whatsoever beyond the Company’s control.
8 Warranties and Claims
8.1 All Contracts are executed by the Company without any warranty, express or implied, that the Products will be suitable for use for any specific purpose, or under any specific conditions or under abnormal or unusual conditions or circumstances, notwithstanding the fact that such purpose, conditions or circumstances may be known to the Company. No representation is made nor warranty given to the Purchaser as to the performance or other qualities of the Products sold.
8.2 The Company retains the right to vary or alter the specifications of the Products without notice, save that such varied or altered specifications will not, without the Purchaser’s consent (which may not be unreasonably withheld) be applicable to Contracts already in existence.
8.3 The Purchaser shall have no claim of any nature whatsoever against the Company by reason of any delay by the Company in effecting delivery of Products on any date or dates that may be specified in the Purchaser’s order, or within a reasonable time in those cases in which no such date is specified.
8.4 No objection or claim in respect of Products delivered will be entertained unless:
8.4.1 it is endorsed on the delivery note or waybill at the time of delivery; and
8.4.2 it is made in writing to the Company within seven (7) days from the date of delivery of the Products.
8.5 Should the Purchaser not have endorsed the delivery note or waybill in terms of 9.4.1and objected in writing in terms of 9.4.2 then the Purchaser will be deemed to have received delivery of each and every item reflected on such delivery note or waybill.
8.6 The Company warrants all Products as at the date of delivery (including packaging, installation instructions, manuals, specification instructions and care and maintenance instructions). All risk and obligations in the Products delivered by the Company passes to the Purchaser immediately upon delivery to the Purchaser.
9 Suspension of the Company’s Obligations
If any amount payable by the Purchaser is not paid on due date, then without prejudice to any other right which it may have in terms hereof, the Company may immediately suspend the carrying out of its then uncompleted obligations in terms of any Contract until payment is made in full by the Purchaser.
10 Return of Goods
10.1 The Company does not accept the return of Products other than Products delivered in error or not corresponding with the specifications in the Contract. Such Products may be returned to the Company after agreement by the Company and obtaining a goods return authorisation (G.R.A.) number, which must accompany all goods returned. Goods will be returned at the Company’s expense within five (5) working days of receipt thereof by the Purchaser. Invoice/G.R.A. numbers must always be quoted when a request for a credit for such Products contemplated herein is made, such requests must be in writing.
10.2 The Company may in its sole discretion and subject to such conditions or charges as it may impose, agree in writing to accept other Product returns due to no fault of the Company, subject to a 15% handling charge, provided the Products returned are in the same condition as when delivered by the Company.
10.3 Products delivered in error or not corresponding with the specifications in the Contract will only be considered for credit to the Purchaser where such Products are:
10.3.1 returned undamaged to the Company within five (5) working days of receipt thereof by the Purchaser; and
10.3.2 are in their original packaging and have not been unpacked or used in part; and
10.3.3 are not defaced by price labels or other markings.
11 Governing Law
11.1 These trading terms are governed by the laws of the Republic of South Africa.
11.2 In terms of Section 45 of the Magistrates Court Act, No. 32 of 1944, (as amended), the Purchaser hereby consents to the jurisdiction of the Magistrates Court in respect of any action to be instituted against the Purchaser by the Company in terms of the Contract. It shall nevertheless be entirely within the discretion of the Company as to whether to proceed against the Purchaser in such Magistrates Court or any other court having jurisdiction.
12 Change of Address and Ownership
The Purchaser shall give written notice to the Company:
12.1 forthwith upon any change of address of the Purchaser:
12.2 within seven (7) days of any change of ownership of the business of the Purchaser or any transaction affecting the majority shareholding of the Purchaser where the Purchaser is a company and affecting the majority member’s interest where the Purchaser is a Close Corporation.
13 Set-Off
Set-off shall operate automatically as a matter of law at the moment when reciprocal debts between the Company and the Purchaser come into existence, and independently of the will of the parties, and it shall not be necessary for the Company to specifically raise set-off.