Terms and Conditions
IMPORTANT: PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY
Standard Terms and Conditions of Sale and Tender
In the Conditions of Sale:
The Supplier’ shall mean Andy Gardner Agencies CC t/a Vertiblind Manufacturing , it’s associates, subsidiaries, successors in title or any such new entity as may be created by the amalgamation or reconstruction of Andy Gardner Agencies CC t/a Vertiblind Manufacturing , Regardless of whether this entity retains the same name, objects, character or constitution, and such new person or corporation may enforce all of the rights set out here as if such person had been expressly named herein.
The Customer’ shall mean the person / enterprise / company with whom the Supplier conducts business.
Unless the context otherwise requires, the words imparting the singular shall include the plural and vice versa
These Conditions of Sale, together with the quotation, form the entire agreement between the parties. Any variations, alterations or additions to these Conditions of Sale, whether express or implied, shall not be of any force or effect or legal validity unless reduced to writing and signed by both parties, or their duly authorised officials.
No representative, agent or salesman is entitled to vary these conditions in the absence of express written authority from management or the Supplier.
Validity of Quotation
All quotations, unless in writing, are for informative purposes only and are not to be considered as an offer by the Supplier.
The price quoted by the Supplier on receipt of the Customer’s order for goods shall constitute an offer, irrevocable for thirty days, and dispatch by the Supplier of the goods, or formal acknowledgement by the Customer, shall constitute acceptance of the said offer which together with the Conditions of Sale shall constitute the Contract of Sale.
Any variation in price shall not be valid unless it is confirmed in writing by the Supplier prior to invoicing and dispatch. Quotations for goods shall be valid for 30 days but are subject to the Supplier not having sold or committed itself to third parties in respect of relevant stock at the date of the customer’s acceptance of its quotation.
Unless otherwise specified, the Supplier’s prices are F.O.R Pinetown and include packing in accordance with its standard practice. The Supplier reserves the right to make additional charges if the Customer requires a method of packing or delivery different to that normally employed by the Supplier, such charges will be as agreed between the parties.
Any period or date of dispatch quoted is given and intended as an estimate only and the Supplier shall not under any circumstances be liable for any loss or damage arising directly or indirectly out of delays in such dispatch. In all cases, whether a time for delivery be quoted or not, the time for delivery shall be extended by a reasonable period if delay in delivery is caused by instructions or lack of instructions from the Customer, or by industrial dispute, or by reason of the Supplier failing to receive their delivery timeously, or by reason of force majeure or by any cause whatsoever beyond the Supplier’s reasonable control. A contract shall not be cancelled on the grounds of the Supplier’s delay, unless the Supplier shall first have received reasonable notice of the Customer’s intention to insist upon adherence to contractual delivery dates.
The Supplier shall have the right to effect part deliveries. Neither failure on the part of the Supplier to make any delivery or part delivery in accordance with these Conditions nor any claim by the Customer in respect of such delivery or part delivery shall entitle the Customer to reject the balance of the order. No claim for shortages in delivery or damage in transit can be entertained unless noted on the Supplier’s copy of the Delivery Note and confirmed in writing within three days after delivery or in the event of non-delivery, within ten days of invoice. Should the Customer fail to notify the Supplier of such shortages, damages or non-delivery within the specified periods, the Supplier’s statement of account shall be deemed to be in order and the Customer shall be deemed to have received delivery of each and every item appearing on such statement of account, complete and in good order and condition.
The Customer agrees that the signature of any agent, contractor, sub-contractor or employee of the Customer on the Supplier’s official delivery note / invoice / waybill, or the delivery note of any authorised independent carrier will constitute delivery of the goods purchased.
When the Customer collects goods from the Supplier using its own or its agents transport, then such collection will be entirely at the Customer’s risk and the Customer will be liable for all damage of whatsoever nature caused as a result of or during such collection. The customer will be liable for loading the goods onto its transport provided that the Supplier may, if so requested, assist the Customer with such loading, but only at the sole risk of the customer.
In the event of the Supplier acceding to any request by the Customer to postpone delivery of the goods, or in the event of the Customer failing to give the Supplier sufficient information to enable it to process any order, the Customer will pay any costs and expenses thereby incurred by the Supplier.
Risk in the goods shall be deemed to have passed to the Customer on delivery of the goods to the Customer by means of the Supplier’s transport, or in the event that the Supplier does not make delivery of the goods, on delivery thereof to either the Customer’s carrier or any other carrier, notwithstanding that the carrier’s charge might be paid by the Supplier. However, ownership in any goods delivered remains vested in the Supplier until the entire purchase price shall have been paid.
In the event that the Supplier agrees to effect delivery by its own vehicles, or those of a transport contractor, to the Customer at its place of business, the offloading will be affected by the Customer’s own employees at the sole risk of the Customer who will be responsible for all damage of whatsoever nature caused by or as a result of such offloading. The Suppliers employees may, if so requested, assist with such offloading, but only at the sole risk of the Customer.
Warranty and Limitation of Liability
The Supplier provides a limited warranty of 2 years from date of delivery against any latent or patent defects in materials or workmanship. Such Warranty shall be limited to the Supplier repairing the goods, replacing the goods or refunding the Customer the purchase price, at the Supplier’s sole discretion.
All goods are sold and / or installed at the Customer’s sole risk. It is not possible for the Supplier to guarantee the strength / integrity of the structure to which the product may be fitted and the Customer warrants that the structure to which the article must be affixed is suitable for the purpose and capable of bearing the weight and / or accepting the installation procedure required to install the goods.
Whilst all due care will be taken the Supplier accepts no liability whatsoever for accidental / inadvertent / consequential damage / breakage to tiles, bricks, glasswork, or any other structure that may be affected by the installation.
All goods and materials are supplied to and shall be accepted by the Customer voetstoots without warranty, express or implied, against patent or latent defects and on the particular understanding that the Supplier does not expressly or impliedly warrant or represent that such goods or materials are suitable for the purpose for which they are bought or for any other particular purpose. The Customer hereby acknowledges that the Supplier has no knowledge of any defects, patent or latent, in the goods, save as mentioned in this Agreement, and the Customer shall not be entitled to rescind the contract or to claim damages or to refuse or fail to carry out any of its obligations on the grounds that the Supplier had knowledge of any latent or patent defect.
Without prejudice to the aforegoing, where it is established to the satisfaction of the Supplier that goods delivered by the Supplier contain at the time of the receipt by the Customer some defect in quality (not being caused by some act or neglect of the Customer or a third party), the Supplier will, at its own cost and election, replace the goods or refund the purchase price to the Customer provided that such goods or materials shall have been returned to the Supplier’s warehouse, carriage paid, within fourteen days after delivery thereof, or, at the Suppliers option, that the goods are made available for inspection by the Supplier’s representatives.
Cancellation / Returns
Should the Customer seek to cancel the order / breaks these terms and conditions / or wishes to alter same, the Supplier, at its sole discretion, may choose to fulfil the contract and claim full payment, alternatively accept cancellation and claim damages which will include but not be limited to loss of profit, recovery of expenses etc.
Except in the case of defective goods, goods sold by the Supplier are not returnable save at the absolute discretion of the Supplier. Should the Supplier elect to accept the return of any goods, the following will apply: all goods returned must be complete, clean, saleable and undamaged and, where applicable in their original packaging:
the value of the credit for goods returned will be calculated at the invoice value when the goods were purchased less a 10% handling charge;
the credit control department must be informed of the relevant notice and delivery note before any such claim will be considered;
all goods are to be returned at the Customer’s expense within fifteen days after delivery thereof and the risk in the goods remains with the Customer until the Supplier receives the goods.
Payment and Legal Costs
If payment of any particular purchase made is overdue, the Supplier reserves the right to suspend all further deliveries of goods to the Customer and the purchase price for all purchases made from the Supplier shall immediately become due and payable.
The Customer will be liable to pay interest on all overdue amounts to the supplier at the maximum rate applicable in terms of the regulations to the National Credit Act. Act No. 34 of 2005, calculated from due date of payment, to date of final payment, both days inclusive.
In the event of the Supplier handing over the Customer’s account to an attorney for collection (whether action is instituted or not), the Customer agrees to pay costs on the attorney and own client scale, including collection commission payable in terms of Law.
Address where Parties Agree to Accept Notices:
The Supplier agrees to accept any notices, including legal notices under this agreement at the following address:
34 WESTMEAD ROAD, WESTMEAD, PINETOWN;
The Customer agrees to accept any notices, including legal notices under this agreement at the Customer’s address on the quotation. It is the Customer’s responsibility to ensure the full and correct address appears on the quotation. If the Customer would like to change the address where it will accept notices, then it must notify the Supplier in writing that it intends changing the address where it will accept service of notices and provide the Supplier with the new address.
Under no circumstances whatsoever shall the supplier at any time be liable for any claim for indirect or consequential damages or loss (including loss of profits) that may be sustained or incurred by the Customer, or for and claims of whatsoever nature made by any other person whomsoever for any loss or damage (including, but not limited to, consequential damages) suffered by such other person, in connection with or pursuant to any contract concluded with the Supplier or arising out of or related to the use of the goods sold by the Supplier and whether due to delays, defects, negligence or otherwise. The Customer hereby indemnifies and holds the Supplier harmless against any claims which may be made by third parties as contemplated above.
Legal and Jurisdiction
The Customer agrees and consents that the Supplier shall be entitled at its option to institute any legal proceedings which might arise out of or in connection with this Contract in the Magistrate’s Court in the Republic of South Africa having jurisdiction in respect of the Customer’s person, notwithstanding that the claim or value of the matter in dispute might exceed the jurisdiction of such Magistrates Court.
Should one or more of these Conditions be invalid, such remaining Conditions as are applicable shall remain in force.
The Supplier will be entitled, without prejudice to any other of its rights against the Customer, to cancel this contract and Contract of Sale without notice and to immediately claim payment of all amounts outstanding in the event that:
The Customer breaches any of the terms or conditions contained herein;
The Customer dies, or enters into any compromise with its creditor, or becomes insolvent, or, being a company, commences to be wound up or is placed under judicial management or gives notice of its intention to apply for business rescue;
In the case of proprietary company (not being a subsidiary of a quoted company), or a partnership, or in terms of a closed corporation, there are changes in the majority management;
The Customer does not notify the Supplier in writing forthwith of any change of address.
In the event of the Customer’s death or sequestration, or liquidation, judicial management or business rescue in the case of the company, all amounts owing to the Supplier by the Customer shall immediately become due and payable.
No extension of time or other indulgence which may be granted by the Supplier in relation to prior or subsequent breaches of the terms hereof, shall be deemed to affect, prejudice or derogate from the Supplier’s rights in terms of these Conditions.
Andy Gardner Agencies CC t/a Vertiblind Manufacturing
Registration Number: 1990/28091/23
34 Westmead Road