1.1. In these conditions the words defined shall have the meanings assigned to them hereunder-
1.1.1. “The Company” means Partquip Group a Division of Hudaco Trading Pty Ltd, Partquip ,A-line Wheels and/or any of its subsidiaries or associated companies of Partquip Group , being the relevant company with whom the customer has offered to contract as set out in clause 2.
1.1.2. “The Customer” -the person, partnership, firm, association, close corporation or company buying from the Company.
1.1.3. “The price list’ -the Company’s price list issued by the Company from time to time.
1.1.4. “The goods” -all goods sold by the Company.
2. CONCLUSION OF CONTRACT
2.1. The customer may place an order with the Company for goods orally or in writing, which order shall constitute the customer’s offer to contract with the Company for the supply of the goods incorporated in such order.
2.2. The Company shall be entitled to accept the customer’s offer in whole or in part, which acceptance shall only be binding on the Company in writing.
2.3. Upon acceptance by the Company of the customer’s order a contract of sale upon the terms set forth in these Conditions of Sale shall be deemed to have been concluded between the customer and the Company in respect of the goods which the Company has agreed to supply in terms of its acceptance of the customer’s offer.
3.1. The Company shall have the right to deliver the goods in whatever quantities and on however many separate occasions as it in its discretion may decide.
3.2. The Company’s delivery note signed or counter-signed by the customer or employee or agent or other representative of the customer shall for all purposes be deemed to be accurate in all respects and binding on the customer.
3.3. Insofar as the delivery of goods is concerned, time shall not be of the essence of any contract between the Company and the customer and in the event of any delay in delivery by the Company or in the event of a failure by the Company for any reason whatsoever, other than a willful breach by the Company of the contract of sale in question, but including negligence on the part of the Company or its servants or agents, to effect delivery then-
3.3.1. The customer shall not be entitled to cancel the contract;
2.3.2. The customer shall have no claim for any loss or damage of any nature whatever, whether direct or indirect, consequential or otherwise arising out of any such delay in delivery.
4. PRICE AND PRICE INCREASES
The price of the goods shall be that stated in the price list current at the time of the conclusion of the contract.
5.1. In respect of each contract the price shall be payable by the customer to the Company within thirty days from date appearing on the Company’s monthly statement.
5.2. In the event of the Company accepting any post-dated cheque, promissory note or other bill of exchange from the customer in respect of any indebtedness of the customer, then the acceptance by the Company of such post-dated cheque, promissory note or bill of exchange shall be without prejudice to the Company’s rights in terms of any contract.
5.3. All payments shall be made to the Company in South African currency and free of deduction or set-off at P.O. Box 260642 Excom 2023.
6. SUSPENSION OF DELIVERIES
6.1. If any amount due and payable by the customer to the Company is in arrears, the Company shall have the right, until such amount has been paid to suspend any delivery under any contract then in force between the Company and the customer.
6.2. Notwithstanding anything to the contrary contained herein and without prejudice to any of the rights of the Company (whether in law or in terms of these conditions of safe) the company shall be entitled, in the exercise of its discretion, to cancel any contract arising from any particular order placed upon the Company by the customer in terms hereof, in circumstances where delivery of the goods purchased pursuant to such order have been suspended in terms of this clause if it considers that:-
6.2.1. The amount owing by the customer (whether due or not) has reached the limit to which it is prepared to allow the customer deferral; OR
6.2.2. If it comes to its notice that the customer’s financial position has deteriorated; OR
6.2.3. It no longer considers the customer to be credit worthy; OR
6.2.4. The customer does not acknowledge that any contract is upon the terms set forth in these conditions of sale.
7. PASSING OF OWNERSHIP AND RISK
7.1. Ownership of the goods shall not pass to the customer until the full purchase price has been paid. For the purpose of this determination the customer accepts that the (FIFO) first in first out principle will apply and all goods shall be deemed to have been sold on this basis.
7.2. Further, the Company shall be entitled to appropriate any moneys received by it from the customer towards the payment of such cause of debt or amount owing by the customer to the Company as the Company may, in accordance with law, determine.
8. CLAIMS AGAINST THE COMPANY
Goods supplied cannot be returned for credit without prior arrangements with the Company. All goods returned for credit will be subject to 10% handling charge payable on the price of such goods.
The Company shall not be liable under any circumstances whatever for any loss or damage of any nature whatever, whether direct or indirect, consequential or otherwise, sustained as a result of any goods sold by the Company under any contract being defective or not conforming to the description thereof, or as a result of any other cause whatsoever.
10.1. The Company shall be entitled, without prior notice to the customer, and without prejudice to any rights which it may have as a result of a breach or cancellation4
10.1.1. to cancel any contract and/or any part thereof subsisting with the customer and the customer hereby irrevocably authorizes the Company to enter its premises during business hours and to claim return and to either voluntarily repossess the goods or perfect our claim to repossess the goods sold thereunder; OR
10.1.2. To claim from the customer immediate payment of any monies due by the customer to the Company notwithstanding any earlier agreement for credit, whether same is due for payment or not, If-
10.1.2.1. The customer fails to pay on the due date for payment thereof any amount due to the Company under any contract; OR
10.1.2.2. Any cheque, promissory note or other bill of exchange given to the Company in respect of any indebtedness of the customer under any contract is dishonored by non-payment; OR
10.2.2.3. The customer’s estate is provisionally or finally sequestrated or it is placed in provisional or final liquidation or under provisional or final judicial management; OR
10.1.2.4. The customer commits any act of insolvency in terms of Section 8 of the Insolvency Act; OR
10.1.2.5 The customer enters into any compromise with his creditors; OR
10.1.2.6 The customer fails to satisfy any default judgment granted against him within seven (7) days after date of judgment.
11. LEGAL CHARGES
In the event of the Company instructing its attorneys to recover money or goods from the customer, the customer shall be liable for and pay all legal costs incurred by the Company on the attorney and own client scale, including any collection commission.
12. INTERPRETATION AND JURISDICTION
12.1. This contract shall be interpreted according to the laws of South Africa; using the textual method of interpretation.
12.2. At the option of the Company any claim against the Company may be brought in a Magistrate’s Court having jurisdiction notwithstanding that the amount of that claim may exceed the jurisdiction of the Magistrate’s Court.
13.1. All notices by the one party to the other shall be given in writing by prepaid registered post, telegram, or delivery by hand
13.1.1. To the Company at 61 Trump Street, Selby;
13.1.2. To the customer at the address set out in paragraph 3 of its credit application form;
13.1.3. Which addresses the parties choose as their address for receiving documents.
13.2. The parties shall be entitled to change the address as referred to in 13.1 from time to time; provided that any address selected by either of them shall be situated in South Africa and any such change shall only become effective upon receipt of notice in writing by the other party of such change.
14. NO OTHER CONDITIONS BINDING
14.1. The Company shall not be bound by any oral statements, recommendations, figures, advises, formulae, specifications, prices quoted, acceptances or representations unless they are in writing and signed on behalf of the Company by its duly authorized representative.
14.2. All sales of goods by the Company are subject to these conditions of sale and no other conditions shall be binding on the parties notwithstanding that such conditions may be annexed to, contained in or incorporated by reference in, any documents exchanged between the Company and the customer and purport to regulate the terms of any purchase by the customer.
14.3. No variation of any contract shall be binding upon the Company unless in writing and signed by a duly authorized representative of the Company
15. I/We further agree that Partquip Group a Division of Hudaco Trading Pty Ltd, Partquip, A-line Wheels and/or any of its subsidiaries or associated companies may at any stage and in its sole discretion cede any claim which it has against me/us to any third party of its choosing and I/we shall be liable to such party for any balance outstanding.