“Company” means MINEMA Chemicals (Pty) Ltd
“Customer” means any party who has placed an order with the Company, or any person with whom the Company contracts as a result of any offer to purchase Products from the Company, and includes the Customer’s representatives, successors and assignees
“Product/s” means the subject matter of the Contract to be supplied
“Contract” means any contract or agreement arising out of the acceptance of any offer to purchase
These terms and conditions together with those contained on the face hereof shall apply to all contracts of sale entered into between the parties and no variations thereof, including any variation of these terms and conditions, shall be binding upon the Company.
No order placed by the Customer shall become binding upon the Company until it has been accepted by a duly authorized representative of the Company at the Company’s place of business. It shall not be necessary for the Company to give formal notice of acceptance of any order to the Customer.
The Customer acknowledges that any sales representative dealing on behalf of the Company does not have the authority to bind the Company and that no representation, warranty, or any statement made or given by any employee of the Company, shall be binding on the Company unless given in writing under signature of a Director of the Company.
No indulgence or relaxation of rights granted by the Company shall be prejudicial to, or constitute a waiver of any of the Company’s rights under this agreement or at law and any waiver of rights by the Company shall not be construed as such unless such waiver is reduced to writing and signed by the Company.
Purchase prices are Net, exclusive of Value Added Tax, and exclusive of delivery costs, and not subject to discount unless a discount has been agreed upon in writing and signed by a director of the Company.
Unless stipulated in writing, payment shall be made to the Company within 30 days of the date of the Company’s statements. Subject, however, to the conditions that credit terms will at all times be at the sole discretion of the Company and may be altered or withdrawn at any time without prior notice, and at the sole discretion of the Company.
Should the Customer fail to make any payment which is due and owing within the aforesaid 30 day period, then all amounts outstanding by the Purchaser to the Company from whatsoever cause, whether or not the date for payment has arrived, will immediately become due and payable by the Customer.
Payment may not be withheld pending the settlement of any dispute.
The Company reserves the right to levy interest charges at prevailing bank rates against any outstanding amount not received by the due date.
The Company does not guarantee delivery on any specific date, regardless of what may be contained in the provisions of a Customer’s buying order, but will endeavour to give delivery on the soonest date possible.
Late delivery shall not invalidate any contract of sale between the parties nor render the Company liable for any damages or losses whatsoever (including consequential losses) howsoever arising.
Where goods are delivered by the Company’s own transport, then delivery shall be deemed to have been effected once it is rendered at the agreed point of delivery and risk shall pass to the Customer at that time. Where the Company’s employees, or the employees of any independent transporter or contractor, assist in the off loading of any products, they shall be deemed to be acting on the instructions, and risk, of the Customer.
In cases where goods are collected by the Customer from the Company’s premises, or where an independent transporter or contractor is utilized, the risk of loss or damage in and to the goods shall pass to the Customer on loading thereof at the Company’s premises.
Notwithstanding anything to the contrary contained herein, ownership of the goods sold to the Customer shall remain vested in the Company until the Company has received payment of the full purchase price, notwithstanding that goods may have been purchased for resale.
Risk of the Products shall be deemed to have past to the Customer on delivery of the goods to the Customer. In cases where Product/s are collected from the Company’s premises by the Purchaser, or where an independent transporter or contractor is utilized, the risk of loss or damage (including consequential damage) in the goods shall pass to the Purchaser on loading thereof at the Company’s premises.
The Company may immediately cancel any Contract between it and the Customer or any uncompleted part thereof if the Customer:
The Company reserves the right to cancel any contract with the Customer should fulfillment be delayed or rendered impossible by war, invasion, insurrection, riot, order of any government, municipal or civil authorities, breakdown, accidents, labour disputes, or any other cause beyond the reasonable control of the Company and/or the Company’s suppliers. The Customer shall not be entitled to cancel any contract by reason of any delay in delivery howsoever caused.
Unless otherwise stated, all Products are supplied against the Company’s internal specification which may change from time to time without prior notice.
Warranty certificates of analysed purity are issued in good faith and no extension of this is expressed or implied in any overall warranty. Customers will be particularly alive to the fact that this would not be possible because of the many and varied applications in which our Products may be used.
The Company makes no representation as to the suitability of Products sold for any specific purpose whether directly or indirectly at the hand of the Customer. It remains the responsibility of the Customer to determine the suitability of the Product/s for it’s/their intended purpose.
The company will not incur liability of any nature whatsoever either to the Purchaser or any third party brought about by non-conformance of the Product/s against their intended uses
Where it is established that to the satisfaction of the Company that that the Products supplied, contain at the time of delivery to the Customer, some defect in quality (not being caused by some act of neglect by the Customer or a third party), the Company will at it’s own cost replace the goods, or refund the purchase price to the Customer, provided that notification of such an occurrence is made in writing to the Company within 10 days of original delivery of such Products.
The Company accepts no liability for, and the Customer hereby indemnifies the Company against, any claim for damages or losses (including consequential damage) brought about by non-conforming Products.
All Products are guaranteed full mass as stated on containers on delivery and the Company shall not be responsible for any loss of mass or volume of Products by drying or evaporation thereafter.
The Company shall not be liable for Product/s lost as a result of containers being damaged after delivery.
The Company shall not entertain any claim for damages, shortages nor errors, of Product, if notice of such event is not made in writing to the Company within 3 (three) days of delivery of such Product.
No return of Product will be considered in cases where:
The Customer hereby consents to the jurisdiction of the Magistrates’ Court not withstanding that the amount claimed may otherwise be beyond its jurisdiction. This clause shall be deemed to constitute the required written consent conferring jurisdiction upon the said Court pursuant to Section 45 of Act 32 of 1944 as amended, provided, however, that the Company shall have the right at its sole option and discretion to institute proceedings in any other competent Court in respect of any claim which, but for the aforegoing, would exceed the jurisdiction of the Magistrate’s Court.
A certificate signed by a director of the Company reflecting particulars of the amount owing by the Customer to the Company shall be prima facie proof of the amount due and payable by the Customer for the purposes of any legal action.