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1. All goods are sold only in accordance with the Standard Specifications applicable to such goods, and subject to these Conditions of Sale, regardless of conditions of purchase.
2. In these Conditions of Sale, the following words and expressions will have the meanings assigned to them:
2.1 "Buyer” means the buyer of goods from Seller;
2.2 “Conditions of Sale” means the standard conditions of sale contained in this document which are applicable to the sale of all goods by Seller to Buyer;
2.3 “Defective Goods” means goods sold by Seller to Buyer that do not comply with the Standard Specifications;
2.4 “Seller” means Junonix (Pty) Ltd t/a Multi Construction Chemicals Western Cape (registration number 2014/263264/07); 2.5 “Standard Specifications” means the standard specifications applicable to goods sold as specified in the relevant technical datasheet for the goods contained on Seller’s website, www.mccsa.co.za;
3. The Conditions of Sale as set out herein constitute the whole agreement between Seller and Buyer and no variation or amendment thereof shall be of any force or effect unless same is reduced to writing and signed by both Seller and Buyer. 4. No relaxation, indulgence or variation from the terms of these conditions which Seller may show or allow at any time to Buyer in regard to the ordering., purchase and sale of its products shall in any way be deemed to constitute or constitute a waiver of Seller’s entitlement to rely strictly upon the conditions herein contained and Seller’s rights in consequence thereof, and in particular no such relaxation, indulgence or variation, however often shown or allowed, shall be deemed to constitute or constitute an estoppel as against Seller or Sellersrights as herein constituted, whatsoever the basisfor and nature of the estoppel alleged.
5. Seller shall not be under any obligation to advise or assist Buyer in respect of the packaging, transport, storage, processing or application possibilities of any of the products, including the goods sold, or in respect of containers, tanks, cylinders, plant, machinery, technical recommendations or similar indications, or in any other respect.
Notwithstanding the above, should Seller nevertheless give advice or assistance to Buyer, such advice or assistance shall be given only subject to the following terms and conditions:
5.1 the advice or assistance is given in good faith;
5.2 no warranty, guarantee or representation is made by Seller regarding the accuracy of any statement, data or recommendation in connection with the advice or assistance;
5.3 all and any liability on the part of Seller and / or any of itsservants or agentsfor any loss or damage to any property whether direct or consequential of for death or injury to any person arising from the giving of advice or assistance by Seller, its servants or agents, including any loss or damage attributable to any negligent act of Seller, its servants or agents, is excluded.
6. It is recorded that it is the duty of Buyer and any user of the goods to inspect the goods before their use with respect to Seller’s recommendations and the proposed use to which the goods are to be put, to determine the fitness thereof for the purpose of Buyer or the user. 7. Buyer acknowledges that the goods sold may be subject to natural variations inherent to the manufacturing process or materials used. Buyer understands and accepts that, while Seller will make every reasonable effort to provide goods of consistent quality, certain natural variations may be unavoidable.
8. Orders are only binding on Seller in writing, and insofar as they are accepted by Seller in writing by the responsible official. 9. Seller will endeavour to meet its dispatch or delivery date forecasts but such dates are estimates only. Unless Buyer’s order specifically states a date on or before which delivery isrequired and should date or any other delivery date be accepted by Seller, orders will be accepted for delivery as and when goods can be made available by Seller and Seller is entitled to execute orders by instalments.
10. Seller shall have no liability whatsoever for late delivery or non-delivery of any goods due to force majeure or any other circumstances whatsoever, beyond its control where Buyer has specifically stated a date in its order before which delivery is required and unless such order has been specifically by Seller subject to timeous delivery. Seller shall not be responsible for any loss or damage caused by late delivery or non-delivery, howsoever caused.
Any liability that might be established is limited to Buyer’s direct loss and shall be limited to an amount not exceeding the invoice value of the order to which the loss relates.
11. Unless Seller has specially agreed to other credit termsin writing:
11.1 All monies payable to Seller in respect of the supply of goods shall be paid to Seller at the above address free of all deductions within 30 (thirty) days after the date of a monthly statement of account issued by Seller. Paymentshall be validly made to Seller only when received by Seller and any delay in or loss or destruction of payment occasioned by the use of postal services shall remain with Buyer. Seller shall be entitled to appropriate all payments made by Buyer towards the payment of any debt or obligation owed by Buyer to Seller irrespective of the date upon which such debt or obligation arose.
11.2 With out prejudice to any of Seller’s other rights hereunder, Sellershall be entitled to claim and recover interest from Buyer on all amounts payable by Buyer that are overdue at a rate equivalent to the aggregate of the rate charged from time to time to it by Seller’s commercial bankers for overdraft facilities together with 2% (two percent) p.a. Such interest is to be calculated from the date on which the amount concerned became due until the actual date of payment thereof, both such days included.
11.3 No discount that might otherwise be claimable by Buyer shall be binding upon Seller if the payment to which it relates is not received by Seller by the due date for payment thereof.
11.4 Should any error or measurement or calculation which has been reflected in any account rendered by Seller to Buyer be discovered, Seller shall be entitled to amend or rectify same and to claim and recover on demand any shortfall owing to Seller by Buyer as a consequence thereof.
11.5 Paymentshall not be withheld by Buyer pending settlement of any claims or disputes arising from the contract.
12. Seller shall not be under any obligation to supply goods to Buyer for as long as Buyer is in arrear with any payments owing whatever the cause. If Buyer commits an act of insolvency, or if a provisional judicial management or liquidation order is granted against Buyer, Seller reserves the right to cancel any sale or order or to stop further deliveries unless acceptable securities are provided, or advanced payments are made.
13. All goods’ selling prices are stated excluding Value Added Tax (VAT), and are ex factory, notwithstanding delivery charges which may be charged separately in terms of this paragraph and risk in the goods passes to Buyer on delivery.
13.1 Unless otherwise agreed in writing, Buyer will at Buyer’s own cost take delivery of the goods at Seller’s factory. Delivery shall be deemed to have taken place when the loading of the goods commences onto Buyer’s vehicle or onto the vehicle of a third party. Upon delivery of the goods to Buyer, Buyer is responsible for storage thereof.
13.2 Where Buyer does not collect the goods and has not timeously advised Seller of a carrier, Buyer wished to engage to transport the goods, Seller shall be entitled to appoint a carrier on the Buyer’s behalf at Buyer’s expense to transport the goods to Buyer.
13.3 A carrier transporting the goods to Buyer under the provisions of this clause shall be deemed to be Buyer’s agent for all purposes, notwithstanding that the charges for carriage may be paid to Seller. The conditions of carriage of the carrier shall govern such transportation. Under no circumstances whatsoever shall Seller be liable for any loss of or damage to, destruction, contamination, deterioration, late delivery or non-delivery of the goods or any of them after thereof under the provisions of clause 9.1.
13.4 Buyer will pay on demand all costs which Seller may incur as the result of an incorrect or amended address for delivery of the goods having been given to Seller.
14. Buyerisrequired to inspect and check the goods upon delivery to verify specifications and quantities. Productsmaynotbe returned and deliveries may not be refused except by arrangement with Seller. Buyer shall notify Seller in writing immediately or within 14 (fourteen) daysfrom date of delivery of any defect which comesto Buyer’s notice or any Defective Goods. 14.1 Seller shall be obliged at its option to retake possession of the Defective Goods and to refund the purchase price if paid, or to deliver goods in replacement thereof.
14.2 Where goods are short delivered in terms of the accepted order, Buyer shall notify Seller immediately or in writing within 7 (seven) days from date of delivery. Upon satisfactory proof such delivery, Seller shall make good any such shortfall. 15. Seller accepts no responsibility for damages, or any other loss, whether direct or consequential, that may be suffered by Buyer, or any persons claiming through Buyer or by any other persons in connection with the delivery, packaging, transport and storage and / or specification of the goods, or otherwise. Buyer indemnifies Seller and holds Seller harmless against any such damages or loss that might arise.
16. Buyer assumes all risks and liability resulting from the use of the goods and Buyer must confirm the suitability thereof by conducting their own tests. No guarantee is expressed or implied by the Seller in respect of the goods. 17. The goods shall become the property of Buyer only after Seller has received payment in full, and Buyer has performed all other obligations in Seller’s favour. Under all other circumstances, the goods remain Seller’s property. If third parties attempt to assert ownership orto substantiate any rightsto any goodsin which Sellerstill has proprietary rights, Buyershall immediately be obliged to inform Seller of any such action taken. Seller shall be entitled to take whatever action it may deem necessary to protect its rights including cancellation of the sale and repossession of the goods. In the event of any such cancellation of the sale, Buyer undertakes to keep the goods safe until repossessed by Seller. Upon request, Buyer undertakes to hand over and return the goods to Seller.
18. Where the goods are processed further, the use of Seller’strademark in connection with Buyer’s end product issubject to Seller’s express written consent. This shall apply to all processing stages. Sellers consent shall require compliance to the trademark laws and compliance to any processing of the goods by Buyer in a manner approved by Seller.
19. Special colour requests will only be matched to physical coloursamples (not photographs). Seller may charge for colour matching services.
20. Buyershall bear all currency devaluation risks, and consequent price increasesfrom the date the order is placed until Buyer makes payment to Seller, whether devaluation may occur before or after delivery to Buyer.’
21. Any alleged claim of Buyer regarding Products will be investigated by Seller upon request and a report will be issued by Seller. Should Seller’s investigation indicate that Products do comply with the Standard Specifications, Seller reserves the right to recover costs incurred for the investigation of the claim.
22. In the event of Seller having to take legal action to collect amounts owing by Buyer, Buyer shall be responsible for payment of all legal fees on an attorney / client scale incurred by Seller.
23. All contracts concluded pursuant to Seller’s acceptance of any order constitutes a contract between Seller and Buyer. The rights of Buyer thereunder may not be alienated or burdened in any way, without Seller’s prior written consent.
24. These conditions apply to allsales of goods entered into by Seller whether or notsuch sales are pursuant to orders by telegram, facsimile, cable, telephone or orders placed with canvassers and other representativesselling goods on Seller’s behalf.
24.1 Seller shall be entitled but not obliged to institute any proceedings against Buyer, arising out of the contract, for the full balance outstanding including current purchase in any Magistrate’s Court having jurisdiction over Buyer, notwithstanding that the claim or the value of the matter in dispute may exceed the jurisdiction of the Magistrate’s Court. Further, Buyer agreesto be liable for all legal costs, including costs on the attorney-and-clientscale and collection chargesincluding tracing costs which may arise.
24.2 A certificate signed by any Director or Manager of Seller showing the amount due and owing by Buyer to Seller at any given time shall be conclusive proof of the facts therein stated and shall constitute a liquid document for the purpose of all legal proceedings against Buyer for recovery of the said amount.
25. This contract is governed by the laws of the Republic of South Africa.