The Customer agrees that all goods supplied by the Company are subject to the conditions contained herein and such other conditions, which may appear on the Tax or Commercial Invoice and/or Waybill of the Company. No variation or alteration of such conditions shall be effective unless reduced to writing and signed by a duly authorised director or manager of the Company. No indulgence granted by the Company shall constitute a waiver of any of the Company’s rights. The “Applicant” who makes application for credit facilities to the Company is referred to in these terms and conditions as “the Customer”.

Unless otherwise stated in writing by the Company, the Customer shall pay the amount reflected on the Tax or Commercial Invoice at the offices of the Company either on order, or, if the Customer is a credit approved customer, within 30 days from the end of the month in which a Tax or Commercial Invoice is issued by the Company to the Customer.

Interest on overdue accounts shall be charged at prime plus 2% per annum from the due date until the date of payment.

The Customer is not entitled to set off any amount due by the Customer to the Company against any amount that the Customer contends is due by the Company to the Customer, without first having obtained the Company’s prior written consent.

The Customer agrees that the amount due and payable to the Company, including interest may be determined and proven by a Certificate issued and signed by a director of the Company, which Certificate shall be prima facie proof of the Customer’s indebtedness to the Company.

Should the Customer have a valid reason to dispute an entry raised on the Tax or Commercial Invoice, it shall do so within 7 (seven) days of the date of the Company’s invoice to the Customer, failing which such entry shall be deemed to be correct and payable in terms of Clause 2.1 above.

The Company may in its sole and absolute discretion appropriate any payment received from the Customer to any liability due by the Customer at the time of such payment.

All orders or variations to orders, whether oral or in writing, shall be binding on the Customer and subject to these terms and conditions and the Customer shall be estopped from denying the validity of such order notwithstanding that it may have been given or signed by a person not authorised by the Customer.

All prices quoted by the Company are subject to any increase in the cost price, including increases pursuant to currency fluctuations occurring before dispatch of the goods by the Company to the Customer.

Delivery, installation, commencement and performance times quoted are merely estimates and are not binding on the Company. The Company shall not be liable for any loss or damage of whatsoever nature, including consequential damage or loss, which the Customer may suffer as a result of any incorrect or delayed delivery.

Repair times and repair costs given are merely estimates and are not binding on the Company. the Company shall not be liable for any loss or damage of whatsoever nature, including consequential damage or loss, which the Customer may suffer as a result of any unforeseen costs and/or delayed repairs.

In the case of the export of goods to customers outside the Republic of South Africa, delivery and risk shall be governed by the Incoterms specified on the Commercial invoice of the Company.

In all other instances, unless otherwise agreed to in writing by the Company:

All goods taken on a demonstration basis by the Customer are deemed sold if not returned within 14 days of issue in the original condition, in the original packaging and with all accessories and manuals intact.

Risk in the goods shall pass to the Customer on delivery of the goods to the Customer as defined in Clause 5, but ownership of the goods shall remain vested in the Company until the purchase price has been paid in full. The Company reserves the right to inform the end user or the owner of the premises in which the goods are situated of its claim to ownership. The Customer undertakes to insure the goods until fully paid for.

To be valid, any claims under the Manufacturer’s guarantee or for damaged goods or incorrect deliveries shall be supported by the original Tax/Commercial Invoice or export documents (where applicable).

Claims in respect of incorrect deliveries or damaged goods will only be considered if made in writing within 7 days of delivery of the goods, after which time the Customer shall be deemed to have received and accepted the goods in good order and in full compliance with the orders placed.

It is the sole responsibility of the Customer to determine that the goods or services ordered are suitable for the purposes of intended use.

No goods will be accepted for credit after 7 days of delivery of the goods, or without authorisation.

New goods are guaranteed according to the Manufacturer's product specific warranties only and all other guarantees including common law guarantees are hereby specifically excluded.

Repairs are guaranteed for a period of 3 months against faulty workmanship, and parts are guaranteed according to the Manufacturer's product specific warranties.

Clauses 7.5 and 7.6 above notwithstanding, the Company reserves the right to alter, amend or change any Manufacturer's product specific warranties as applicable and undertakes to inform the Customer of any and all such alterations, amendments or changes upon the sale of the goods.

Liability under this contract is restricted to the cost of repair or replacement of faulty goods or services or granting of a credit at the sole discretion of the Company.

All guarantees are immediately null and void should any goods be tampered with or should the seals on goods be broken by anyone other than the Company or should the goods be operated or stored outside the Manufacturer's specifications.

Any warranty as to quality or freedom from latent defects of the goods sold or fitness for any particular purpose or otherwise is hereby excluded. The Company shall not be under any liability whether in contract, delict or otherwise, in respect of defects in goods delivered or for any injury, damage or loss resulting from such defects or from any misuse or abuse of the goods.

Under no circumstances shall the Company be liable for any consequential damages including loss of profits or for any delictual liability of any nature whatsoever.

Under this Agreement it may be necessary for either party to transfer to the other information of a proprietary nature. Proprietary information shall be clearly identified by the disclosing party at the time of disclosure.

Each of the parties agrees that it will use the same reasonable efforts to protect such information as are used to protect its own proprietary information. Disclosures of such information shall be restricted to those individuals who are directly participating in the proposal and related efforts identified herein.

Neither party shall make any reproduction, disclosure, or use of such proprietary information except as follows:

Neither party shall make any reproduction, disclosure, or use of such proprietary information except as follows:

Neither the execution nor delivery of this Agreement, nor the furnishing of any proprietary information by either party shall be construed as granting to the other party either expressly, by implication, estoppel, or otherwise, any license under any invention of scope, hereafter owned or controlled by the party furnishing same.

Notwithstanding the expiration of the other portions of this Agreement, the obligations and provisions of this clause 8 shall continue for a period of thirty-six (36) months from the date of disclosure of the proprietary information.

Should the Customer fail to make payment on due date in terms of Clause 2 hereof, or should the Customer commit any other breach of its obligations hereunder, then the Company shall have the option to either:

Subject to the provisions of Clause 9.1, if execution is levied upon the Customer’s assets or should the Customer make any offer of compromise with its creditors or commit any act of insolvency, or if it is a limited liability Company or Close Corporation, an application for the Customer’s liquidation is made, the Company shall have the right to forthwith terminate the contract with the Customer without prejudice to any claim and remedies the Company might have against the Customer for payment of the amounts already due prior to cancellation and damages suffered by the Company by virtue of the Customer’s breach.

Save as otherwise provided for in this Agreement, should any dispute arise between the Parties in respect of or pursuant to this Agreement, including but not limited to, any dispute relating to:

Within 7 (seven) days of the declaration of such dispute, the Parties’ nominated persons shall meet in the spirit of goodwill and endeavour to resolve the dispute, failing which (and without prejudice to any other alternative dispute resolution to which the Parties may agree, either prior to or concurrently with the arbitration) clause 10.3 below shall apply.

If the Parties are unable to resolve the dispute within 14 (fourteen) days of the notice of the dispute (or such longer period as they may have agreed to in writing), then either Party may, on written notice to the other Party, require that the dispute be submitted to and decided by arbitration, in terms of the Arbitration Act, 42 of 1965 of South Africa (as amended) (Arbitration Act).

The arbitration shall be held under the provisions of the Arbitration Act provided that the arbitration shall be:

If the arbitration is:

Should the Parties fail to agree on an arbitrator within 14 (fourteen) days after the arbitration has been demanded, then the arbitrator shall be nominated at the request of either of the Parties, by the president for the time being of the Law Society of the Northern Provinces.

Should the Parties fail to agree whether the dispute is of a legal, accounting or other nature within 7 (seven) days after the arbitration has been demanded, and then it shall be deemed to be a dispute of a legal nature.

The arbitrator may:

the arbitrator’s decision and award shall be in writing with reasons and shall be, save for manifest error and bias, final and binding upon the Parties;

the arbitrator’s award may, on application by either Party to a court of competent jurisdiction and after due notice is given to the other Party, be made an order of court.

Notwithstanding the provisions of this clause 10 in the event of either Party having a claim against the other Party for a liquidated amount or an amount which arises from a liquid document, or for an interdict or other urgent relief or any claim arising out of the provisions of the Consumer Protection Act 68 of 2008 then the other Party having such a claim shall be entitled to institute action therefore in a court of law or the National Consumer Commission or the National Consumer Tribunal despite the fact that the other Party may dispute the claim.

The Customer hereby consents to the Company:

The Customer acknowledges and agrees that any information regarding its credit worthiness, defaults in payment to the Company, and details of it account with the Company is conducted may be disclosed to any other creditor of the Customer or any registered Credit Bureaux, after 21 (twenty one) days’ notice having been given to the Customer.

In the event that there is a change of the legal entity or the name or ownership under which the account and credit facilities are being used, the Customer undertakes to notify the Company in writing thereof by registered post within 7 (seven) days from the date when the change takes effect. In the event that any party that acquires the business of the Customer continues to utilise the Customer’s account without the aforesaid written notice having been provided to the Company, the Customer indemnifies the Company against any non-payment by such purchaser.

Should the Customer be domiciled outside the republic of South Africa, this Agreement and all contracts of sale between the Customer and the Company shall be governed and interpreted in accordance with the laws of the Republic of South Africa and the South African Courts shall have sole jurisdiction in respect thereof.

In the event of it being necessary for the Company to instruct its attorneys as a result of any breach of these conditions by the Customer or to recover any amounts owing by the Customer to the Company, the Customer agrees to pay for all legal costs on the attorney and client scale inclusive of collection commission, tracing charges, validation fees and stamp duties on any form of security the Company may require from the Customer.

The Customer shall notify the Company in writing by registered post within fourteen days of any changes of any of the information set out in the Customer Activation Form.

The granting, continuation and termination of the credit facilities if any, shall be within the sole discretion of the Company. The Company furthermore reserves the right to suspend deliveries, to cancel any undelivered portion of any order or to impose such other conditions as to security and terms of payment as it deems fit.

The Company may at any time, and in its sole discretion, and without prior notice to the Customer, change the limits of, or withdraw, any credit facilities afforded to the Customer. On such withdrawal all amounts owing by the Customer to the Company shall become immediately due and payable.

The Customer chooses its business address appearing in the Application for Credit Facilities as its chosen domicilium citandi et executandi. The Customer hereby consents to the receipt of any notices that may be sent by email, at the email address inserted on the front page of this application.

In these terms and conditions, unless the context otherwise requires, words importing the masculine gender shall include the feminine gender and words importing to the singular shall include the plural and vice versa.

The invalidity of any clause or part thereof of these terms and conditions will not affect the validity of the rest of the terms and conditions.

The Customer agrees that in the event that the Customer is placed under business rescue in terms of Chapter 6 of the Companies Act 2008, the conclusion of any compromise of the debt under such approved business rescue plan will not reduce the liability of any person or entity that has signed surety for the debts due by the Customer to the Company and such surety shall remain liable for the full amount of the debt that was due before such compromise, notwithstanding that it is acknowledged, agreed and understood by the Customer that the surety may be entitled to have recourse against the Customer for amounts paid by the surety to the Company pursuant to such suretyship

It shall be within the discretion of the Company as to whether to proceed against the Customer in the Magistrates Court or the High Court, having regard to the following in terms of Section 45 of the Magistrate’s Court Act 1944, as amended, the Customer hereby consents to the jurisdiction of the Magistrate’s Court having jurisdiction in terms of Section 28 of the said Act in respect of any action to be instituted against it by the Company in terms hereof.

To the extent that the Customer is either:

Additional terms and conditions apply to the following products and services, and separate addendums must be signed for the following:

In the event that, for whatsoever reason, a separate addendum is not signed and the Customer makes use of any of the services referred to in clause 12.1 above, these terms and conditions shall in any event be of application to such additional services.