TERMS AND CONDITIONS
- Supplier (Easi Chemical Products and Wholesale), AKA the Company AKA Seller)
- Client, AKA The Purchaser AKA,
a. These terms and conditions override and supercede all other conditions and are without prejudice to any securities and/or guarantees, which the seller holds.
b. This contract constitutes the entire contract between the parties and no representation by any person, or variations or consensual cancellations of or amendments to any of the terms and conditions hereof shall be valid or binding on the Supplier unless reduced to writing and signed by an authorised representative of the Supplier.
c. To the extent that there is any conflict between these terms and a written agreement between the
Supplier and the Purchaser in respect of a particular transaction, the terms of that Agreement will prevail.
2. PAYMENT
a. The contract price shall be paid to the Seller without any deduction or set-off within the period stipulated on the face hereof following the date appearing on the statement.
b. If more than one delivery is made, then each delivery will be invoiced and paid for separately but
otherwise in accordance with (a).
c. The Supplier shall be entitled to change interest at the maximum rate possible, from time and time on all overdue amounts, as set forth in the “Limitation and Disclosure of Finance Charges Act No. 73 of 1968”, as amended, or any other applicable legislation.
d. Should the Purchaser default in paying his account then the Supplier shall be entitled, but not compelled, to forthwith demand the whole amount outstanding by the Purchaser, from whatsoever cause arising, will immediately become due and payable notwithstanding the fact that a portion of the amount would not be owing in accordance with the agreed terms of payment.
e. The Purchaser agrees that in the event of any portion of an invoiced indebtedness being disputed then, in that event, the Purchaser will nevertheless forthwith pay the undisputed amount of such indebtedness
according to the agreed terms of credit allowed to the Purchaser, failing which any discount permitted in
respect of the invoiced indebtedness will be forfeited.
f. Where payment has been arranged on a promissory note/bills basis, the Purchaser undertakes to furnish the Supplier with such instrument/s by the 14th of the month following upon that in which goods are
dispatched from the Supplier’s premises. Should the Purchaser dispute any amount due for inclusion in a
bill or promissory note the Purchaser shall nevertheless be obliged to furnish the bill or promissory note in
respect of the undisputed sum. The term, bill or promissory note shall extend to any negotiable or nonnegotiable instrument of debt or Bill of Exchange.
g. If the purchase price is not paid on due date and remains unpaid for 12 hours after the receipt of written notice demanding payment, or if the Purchaser ceases to carry on business, the Supplier without prejudice to any other rights which it may enjoy may cancel the sale, retain all payments made and recover possession of the goods.
h. Until the purchase price of any goods has been paid, the Purchaser shall ensure that the goods are
adequately insured against the usual risks and produce conclusive proof of such insurance whenever
called on so to do by the Supplier.
i. Easi Chemical Products and Wholesale reserves the right at any time, to discontinue any account and summarily to cancel any credit facilities granted. In the event of these rights being exercised all amounts outstanding shall immediately become owing and payable on demand.
j. The Client may not raise any claim, dispute or counterclaim as a reason for deferring payment and or
set off any claim or counterclaim which it may wish to raise against the amount invoices by Easi Chemical Products and Wholesale
k. Should there be any dispute of any nature whatsoever between the parties in regard to any aspect, matter
or thing relating to these trading terms or conditions and whether or not Easi Chemical Products and Wholesale has executed these obligations in terms of any agreement it has with the Client, then and in such event the Client shall nevertheless be obliged to perform its obligations in terms of any such agreement as though Easi Chemical Products and Wholesale had performed properly and to the Client’s satisfaction.
l. The Client shall not be entitled to withhold payment of any amounts, by reason of any dispute with the
Company, whether in relation to Easi Chemical Products and Wholesale’s performance or otherwise. In any dispute between the
Company and the Client Easi Chemical Products and Wholesale shall be deemed to have performed its obligations in a proper workmanlike manner and strictly in accordance with any agreement between it and the Client, until such time that the Client proves the contrary.
m. The Client agrees that should it be in default in meeting its payment terms as reflected on the face of
this agreement Easi Chemical Products and Wholesale shall, notwithstanding that the amount of its claim or the nature of the relief sought by it, exceeds the jurisdiction of the Magistrates Court, be entitled to institure action our of such Court.
n. Notwithstanding the provisions of clause above Easi Chemical Products and Wholesale shall be entitled, in its sole discretion, to institute proceedings out of the High Court of South Africa (Witwatersrand Local Division) to whose jurisdiction the Client hereby submits.
o. In the event of Easi Chemical Products and Wholesale referring any dispute between it and the Client, or any amount due for collection from the Client to it, to its Attorneys, the Client shall be liable to the and hereby indemnifies Easi Chemical Products and Wholesale against all costs, charges and expenses incurred between Attorneys and his own client and such indemnity shall extend to and include collection commission as may be lawfully charged to Easi Chemical Products and Wholesale by its attorneys.
3. PRICE
Unless another price has been quoted by the Supplier (which will then apply) the price of goods or services will be the Supplier’s current price ruling on the date they are delivered or rendered to the Purchaser. The Supplier may vary any quoted price by adding therein the increased cost to it of any goods or components which are supplied to or form a part of goods supplied to the Purchaser resulting from any adverse fluctuation in the rate of exchange between the date of the quotation and the date of supply.
4. DISCOUNTS
a. The contract price is strictly net and subject to any discounts unless otherwise agreed to in writing.
b. If any discount is agreed to in writing it shall only be allowed if payment is received by the Supplier by
the due date and shall only apply to the actual price of the goods themselves.
c. No discount can be given of the official rate of V.A.T.
5. DELIVERY
a. Delivery shall be completed when goods are off-loaded at their destination if the goods are to be
transported by means of the Supplier’s vehicle or when the goods are loaded if the goods are to be
transported by the Purchaser or a carrier engaged (whether by the Supplier or the Purchaser) to
transport the goods for the Purchaser.
b. Should the Supplier at the Purchaser’s request agree to engage a carrier to transport the goods for
the Purchaser the (i) the Supplier is authorised to engage a carrier on such terms and conditions as it
deems fit, (ii) the Purchaser shall indemnify the Supplier against all demands and claims which may
be made against if by the carrier so engaged and all liability which the Supplier may incur to the
carrier arising out of the transportation of goods.
c. The risk in the goods shall pass to the Purchaser on delivery of the goods to the Purchaser, its agent
or carrier referred to in 5(b) above.
d. If the Purchaser fails to take delivery of the goods on due date (i) the risk shall immediately pass from
the Supplier to the Purchaser: (ii) the Purchaser shall refund to the Supplier on demand the reasonable costs (including storage and insurance) of keeping the goods during the period of that delay.
e. The Supplier shall be exempted from and shall not be liable under any circumstances for any
complaints or claim for any alleged shortage or failure of the alleged goods to comply with the
contract unless written notice is received by the Supplier within 7 days after delivery of the goods to
the Purchaser.
f. The signature of any employee or agent of the Purchaser, which appears on the Supplier’s official
delivery note or waybill, or the delivery note of any authorised independent carrier, will constitute
conclusive evidence of delivery of goods purchased.
g. Should there be any faults on a purchase order caused by the negligence of the Purchaser and in
result thereto goods have to be returned and credited the Purchaser will be held liable to pay a ten
percent (10%) handling fee on goods returned for cost recovery.
6. If more than one delivery is to be made then the provisions of clause 5 to each delivery.
7. Notwithstanding any other provision in the contract to the contrary the Supplier’s obligation to deliver the goods shall in all cases be subject to the following conditions precedent:
(i) the availability to the Supplier of any materials and supplies required for the manufacturing of the goods; (ii)
the timeous receipt by the Supplier of any instructions (including drawings and specifications) required by the Supplier from the Purchaser for the manufacture of the goods.
8. Time shall not be the essence of the contract.
9. OWNERSHIP AND SET-OFF
Notwithstanding the delivery of any goods to the Purchaser, ownership shall not pass until the Supplier has received payment in full of all and any indebtedness of the Purchaser to the Supplier, in the event of the Supplier or any holding or subsidiary or fellow subsidiary company of the Supplier becoming indebted to the Purchaser, the Supplier may set off such indebtedness against any monies which may be or become owing by the Purchaser to the Supplier.
10. EXCLUSIONS
a. All specifications, illustrations, drawings, diagrams, price lists, dimensions, performance figures,
advertisements, brochures and other technical data furnished by the Supplier in respect of the goods,
and whether in writing or not, are furnished only on the basis that they will not form part of the
contract or be relied upon by the Purchaser for any purpose.
b. If any goods or any part of them are to be supplied in accordance with specifications, measurements
or other instructions furnished by the Purchaser, the Purchaser shall not have any claim of any nature
whatever against the Supplier (i) for any loss or damage sustained by the Purchaser as a result of
any error, discrepancy or defect in those specifications, measurements or other instructions: (ii) if the
goods in question are not suitable for the purpose for which they are required, whether those
purposes are known to the Supplier or not.
c. The Supplier’s liability to the Purchaser for any damages sustained by the Purchaser form any cause
whatever, including any damages arising out of the Supplier’s negligence or that of it’s servants,
agents or sub-contractors shall in any event and under all circumstances be limited to the
replacement of goods which, at the date of delivery thereof are subject to a patent defect arising from
defective materials or workmanship at the Supplier’s premises.
d. Except as provided for in (c) the Supplier shall in no circumstances whatsoever be liable for any loss
of profit or any damage direct or indirect, consequential or otherwise, sustained by the Purchaser
whether or not caused by the negligence of the Supplier, it’s agents or employees.
e. Insofar as any of the Supplier’s obligations under the contract are carried out by any of its servants,
agents, sub-contractors, associates or subsidiaries the provisions of (c) and (d) are stipulated for their
benefits as well as the Supplier’s and each of them shall be exempted accordingly.
f. The Purchaser shall not have any claim of any nature whatever against the supplier for any failure by
the Supplier to carry out any of its obligations under the contract as a result of causes beyond the
Supplier’s control, 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 Supplier, riot, political or civil disturbances, the elements, any act of any State or
Government, any delay in securing any permit, consent or approval required by the Supplier for the
supply of goods under the contract or any other authority, or any other cause whatever ground the
Supplier’s absolute and direct control.
11. WARRANTY
Same as provided for in clause 10 ( c ) all goods are sold voetstoets and without any warranties whatsoever.
11.1 Easi chemical Products and Wholesale do not accept returns on products, that was packed or bought-out especially for a customer as these are special orders and not necessarily manufactured by Easi chemical Products and wholesale, returns on above mention products will not be refunded to Easi chemical Products and Wholesale there for cannot be refunded to customer
11.2 as Easi chemical Products and Wholesale cannot control the circumstance of handling and storage outside of our, premise. Easi chemical Products and Wholesale can only assume the product met quality as set by Easi chemical Products and Wholesale when the customer received the goods, as any guarantee is merle company policy and offered in good faith but never extends more than 5 days, where after it would not be unreasonable to expect deterioration of chemical products not stored in the proper manner, Easi chemical Products and Wholesale accepts no responsibility and will not refund or exchange goods in this regard.
11.3 In the event of the signatory signing on behalf of a company, partnership, firm of the Client , he does so and expressly binds himself personally as surety and co principal debtor in solidum in favour of Easi Chemical Products and Wholesale in respect of this agreement. In this regard the person so signing hereby expressly renounces the benefit of excussion and division, and the exceptions “de duobus vel pluribus reis debendi” and “ non numerate pecuniae) with which the person so signing on behalf of the Client acknowledges himself to be fully acquainted.
12. SUSPENSION OF SUPPLIER’S OBLIGATIONS
If any amount owed by the Purchaser is not paid on due date, then without prejudice to any other right it may have, the Supplier may immediately suspend the carrying out of any of its then uncompleted obligations until the payment is made.
13. DOCUMENTATION
All documentation, including Photostat copies thereof, which at face value appears to have been compiled by Easi Chemical Products and Wholesale ccin the execution of any services in respect of which debits have been raised shall be admissible in litigation between the parties and shall serve as prima facie proof of the contents thereof.
14. ORDERS
14.1 The purchaser shall submit all orders in respect of the product to the seller in writing
14.2 The confirmed purchaser shall be entitled to submit all orders in respect of the product orally and/or
electronically.
14.3 After acceptance of any order, the seller may consider any request by the purchaser to cancel and
order in respect of the product or verify the specified delivery date (“the change request”) provided
that the purchaser shall make a request in writing and shall deliver the change request to the seller
not less than 24 hours before the specified date of delivery.
14.4 The confirmed purchaser may make the change request in writing or orally and/or electronically. In
the event that the purchaser fails to advise the seller of a change in request as envisaged above and
fails or refuses to accept delivery of the product on the tender of delivery thereof by the seller, the
purchaser shall be obliged to pay to the seller on demand the transport costs of the product to and
from the point of tendered delivery, together with associated costs.
14.5 The seller shall notify the purchaser in writing of its acceptance of the order and the confirmed
purchaser in writing or orally and/or electronically of its acceptance of the order and of the delivery
schedule where upon and agreement of sale and purchases in respect of the product ordered shall
come into force and effect.
14.6 The seller shall notify oral orders and shall similarly be of acceptance by Easi Chemical Products and Wholesale, but the
Company will not be responsible for any errors or misunderstandings occasioned by the customer’s
failure to make orders in writing.
14. INSOLVENCY/LIQUIDATION/COMPROMISE/JUDGEMENTS:
Should the Account Holder be declared insolvent, or be placed in liquidation, or enter into any compromise with
his creditors, or not satisfy any judgement within 10 (ten) days after the grant thereof, then he shall immediately notify Easi Chemical Products and Wholesale cc in writing of such occurrences.
15. LEGAL COST
The purchaser consents to the supplier instituting proceedings in the Magistrate’s Court notwithstanding the amount claimed by the supplier would otherwise exceed the jurisdiction of such Court.
The Account Holder shall be liable on the scale as between attorney and client, for all legal costs which Cure- Easi Chemical Products and Wholesale cc may incur in the enforcement of its rights in terms of this agreement, Including collection fees and tracing charges.
16. CANCELLATION
a. The Supplier may cancel the contract or any uncompleted part of it if the Purchaser 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 or makes application to surrender his estate;
or, being a partnership, the partnership is terminated;
or, being a company, is placed under a provisional or final order of liquidation or judicial management;
or, has a judgement recorded against it which remains unsatisfied for 7 days;
or, compromises or attempts to compromise generally with any of the Purchaser’s creditors
b. The Supplier’s rights in term of (a) shall not be exhaustive and shall be in addition to its common law
rights.
c. No relaxation which the Supplier 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 Supplier’s rights to enforce those obligations on any subsequent occasion.
d. Upon the cancellation of the contract for any reason whatever
(i) all amounts then owed by the Purchaser to the Supplier in terms of the contract shall become due and payable forthwith,
(ii) the Supplier may retake possession of goods in respect of which ownership has not passed.
