Terms and conditions
These are the conditions of sale which apply to every contract for sales of goods by Dewpoint Industries (Seller) to the purchaser (Buyer).
- Unless otherwise stated, the purchase price of the goods shall be the seller’s official price list as at the date of dispatch or quoted as per sales order.
- All prices quoted are nett and no further discount shall be applicable unless otherwise stated.
- Payment for goods will be COD, and no goods will be delivered if payment has not been received in full or unless other payment terms have been agreed to by Dewpoint Industries (Seller) and the Buyer.
- Unless otherwise stated, the purchase prices shall be paid by the Buyer by the last day of the month following the date of the invoice, being 30 days from date of invoice.
- If any payment is not made on this date, then the seller may, without prejudice to any other rights it may have, charge interest on the amount due at the prevailing bank overdraft rate plus 2%.
- Any time or period stated is approximate. We endeavour to deliver the goods within a reasonable time of receipt of a written order or within the time stipulated, if any. The Seller shall not liable for late deliveries and/or damage or loss suffered to the Buyer relating to the delivery of the goods.
- Unless otherwise agreed too average delivery times will be estimated for 2 to 3 days. When the goods are forwarded by other means the extra charges for transportation are for the purchaser’s account. Delivery shall be deemed effected when the goods are signed out from national dispatch point.
- Dewpoint Industries (Seller) shall not be responsible for any claims for damages or loss however arising from delays in delivery.
4 OWNERSHIP, RISK & EXCLUSION
- Notwithstanding delivery of any goods, ownership shall not pass until purchase price has been paid in full.
- The risk shall be to the Buyer on delivery.
- The seller shall be exempted from and not be liable for any indirect or consequential damages of any nature, or any loss of profit or special damages of any nature, whether in the contemplation of the parties or not, which the Buyer may suffer as a result of any breach by the seller of its obligations hereunder.
- Subject to the warranty in 5, the seller does not give any warranty or guarantee to make any representation whatever in respect of the goods or their fitness for any purpose, whether known to the seller or not and shall not be liable for any latent or other defects in the goods.
- Any recommendation or suggestions relating to the use of the goods made by the seller, either in technical literature or in response to a specific enquiry, is given in good faith, but is for the Buyer to satisfy himself of the suitability of the goods for his purposes, and he shall be deemed to have done so.
- The seller warrants to the Buyer that the goods supplied are in accordance with any specifications specified in the contract, or if there is no such specification to be within the normal limits of industrial quality.
- The seller’s liability under this warranty shall be limited to replacing any goods shown to be defective or, at the seller’s option only, reimbursement of the price received by the seller for goods, at the seller’s sole discretion.
- The seller shall not be liable in terms of the point above to replace any goods in a consignment unless it receives immediate written notice from the Buyer to enable the complaint to be investigated before the remainder of the consignment is used or returned.
- Dewpoint Industries (Seller) does not give any undertaking or warranty:
- that the product supplied is fit for the purposes for which the Buyer intends using it.
- regarding the quality or colour consistency of the product.
- Dewpoint Industries (Seller) shall not be liable under any circumstances whatsoever for any damages, loss of profit, or demurrage, whether direct or indirect, consequential or otherwise alleged to be sustained by the Buyer as a result of to or attributed to any product supplied by Dewpoint Industries (Seller) being defective or incorrectly used and or used in conjunction with materials not supplied by Dewpoint Industries (Seller) or any loss or injury arising from the supply of the products, including attributable to any negligent act of Dewpoint Industries (Seller) or its servants or agents or in respect of any representations or warranties as to the goods given by any of Dewpoint Industries (Seller) servants or agents is hereby excluded.
- The Buyer acknowledges that Dewpoint Industries (Seller) is not the manufacturer of any goods supplied in terms hereof and accordingly, Dewpoint Industries (Seller) makes no warrantee of any nature whatsoever in respect of any product sold.
- Dewpoint Industries (Seller) accepts no responsibility for the efficiency or workability of any goods sold. Save as otherwise specifically provided for herein, Dewpoint Industries (Seller) shall not be liable to the Buyer or to any other person for any indirect or consequential damages of any nature whatsoever or any loss or profit or special damages of any nature whatsoever and whether in the contemplation of the parties or not which the Buyer may suffer as a result of the failure of any product or any breach by Dewpoint Industries of any of its obligations under these conditions or out of any other cause whatsoever. The Buyer hereby indemnifies Dewpoint Industries (Seller) against any claim which may be made against Dewpoint Industries (Seller) by and any other person in respect of any matter for which the liability of Dewpoint Industries (Seller) is excluded in terms of the foregoing.
- The company’s liability and connection with any products proved to have been defective at the time of dispatch from the factory is limited to the gratuitous replacement of the defective goods at place of original delivery. All products so replaced shall be returned to the company at the place of original delivery and shall remain its property. Under no circumstances is the company liable for charges of removal, reinstallation, other expenses or consequential damages of any kind whatsoever.
6 VIS MAJOR
- The Buyer shall not have any claim of any value whatsoever against the seller for any failure by the seller to carry out any of its obligations under the contract because of vis major.
- The seller shall be entitled to cancel or delay deliveries, or to reduce the amount delivered, if it is prevented from or hindered in or delayed in the manufacturing or delivery by normal routes or means of delivery goods of the description covered by the contract through vis major.
- For (point 2) vis major shall include without being limited to, strikes, lockouts, accidents, shortages or unavailability of raw materials from normal sources or routes of supply, shortage or unavailability of our, any acts of any State of Government or any other authority, or cause beyond the seller’s reasonable control.
7 CANCELLATION AND SUSPENSION
- The seller may cancel the contract or any uncompleted part of it, if the Buyer:
- commits a breach of any terms or conditions of the contract, or
- being an individual, does not or is provisionally sequestrated, or surrenders his estate, or
- being a partnership, the partnership is terminated, or
- being a company, is placed under provisional or final order of liquidation or judicial management, or compromises or attempts to compromise generally with any of the Buyer’s creditors
- The seller’s remedies in (a) shall not be exhaustive and shall be without prejudice and in addition to any other remedies it might have. No relaxation which the seller may allow on any occasion for the carrying out of the Buyer’s obligation under the contract shall prejudice or be a waiver of the seller’s right to enforce obligations on any other occasion. Upon the termination of the contract for any reason whatsoever – All amounts then owed by the Buyer to the seller in terms of the contract shall become due and payable forthwith.
- The seller any retake possession of any goods in respect of which ownership has not passed. If any amount owed by the Buyer is not paid on due date, then without prejudice to any other right the seller may have, it may immediately suspend the carrying out of any of its uncompleted obligations until the payment is made.
8 NEGOTIABLE INSTRUMENTS
Any promissory note, bill or exchange or other negotiable instrument received by the seller from the Buyer shall not be a novation of the debt for which it is given, and the Buyer waives presentment notice of dishonour or protest where applicable.
The Buyer may not cede any of his rights under the contract without the seller’s written consent.
10 PROPER LAW AND JURISDICTION
The validity of the contract, its interpretation, the respective rights and obligations of the parties and all other matters arising in any way of its performance or expiration or earlier termination for any reason, shall be determined in accordance with the laws of the Republic of South Africa.
Any dispute which cannot be settled by negotiations between the Buyer and the seller may at the seller’s election be submitted to arbitration in accordance with the provision of the Arbitration Act (Act No 42 or 1965) or any amendment thereto or any law passed in substitution thereof.
No alteration or variation of the contract shall be of any force or effect unless it is recorded in writing and signed by or on the behalf of the seller
The headings in the conditions are for the convenience only and are not to be considered for the purposes of interpreting the contract.
In the event of any dispute or breach by the purchaser or non-payment by the purchaser, the purchaser hereby consents to the jurisdiction of the magistrate’s court for the district of Milnerton in terms of 544 of the Magistrates Court Act 19447 as amended.