BRAND LLC (PROPRIETARY) LIMITED

(Registration No. ) “the Company”

STANDARD TERMS AND CONDITIONS APPLICABLE TO THE SALE OF GOODS AND THE PROVISION OF SERVICES

The Company’s quotation or tender for the sale of Goods and the provision of Services and any contract resulting therefrom shall be subject to the following terms and conditions which shall apply to the exclusion of all other terms and conditions, whether express or implied unless the Company specifically agrees in writing to accept any variation hereto. The Customer, by accepting delivery of any Goods or the rendition of any Service pursuant hereto, acknowledges that no terms and conditions which the Customer purports to attach to its acceptance, nor any terms and conditions which might have been attached to the Customer’s order, shall be binding on the Company the Customer agrees that all such conditions shall be deemed to have been substituted by these terms and conditions.

 

1.  STANDARD TERMS AND CONDITIONS

 

All sales by the Company to any party (hereinafter referred to as “the Customer”) shall be subjected to the terms and conditions set out hereunder notwithstanding that such arises from –

  • an offer to purchase by the Customer which is accepted by the Company; and/or
  • a quotation furnished by the Company which is then accepted by the Customer; and/or
  • the placing of orders by the Customer with the Company which are subsequently invoiced to the Customer; and/or
  • normal cash sales across the counter, and shall supersede any purported term or condition attached to any order placed by the Customer unless the Company has agreed in writing to such amended term or The supply or delivery by the Company of goods ordered by the Customer shall not constitute tacit acceptance by the Company of any term or condition stipulated by the Customer.

2.  PAYMENT

Unless agreed to the contrary by the Company in writing, all payments are due prior to delivery and may be effected by means of electronic bank transfer into the Company’s bank account nominated by it in writing from time to time or in such other manner or by such other means as the Company may in writing, duly signed by its authorised representative, require. The Company shall be entitled to withhold delivery of any goods pending proof to its satisfaction that the purchase price has been paid or that it is satisfied that the legal tender given in payment of the purchase price is not counterfeit.

    • Invoice numbers must be used as payment references, failure to do so will result in delayed release of
  • Payment of orders is required to be paid within 24 hours of the customer receiving the invoice, failure to do so will result in your order being cancelled.
  • Where delivery is to be affected by any public carrier, the public carrier shall be deemed to be the agent of the Customer and the purchase prices shall become due and payable prior to delivery to such public carrier.
  • Any discounts to which the Customer may be entitled shall be strictly in accordance with those specified on any invoice issued in respect of the particular transaction. Any amount not paid strictly on due date shall lead to forfeiture of any discount Allowance.
  • In the event of any inadvertent credit arising, the Company shall be entitled to charge interest on any overdue amount owed by the Customer at the maximum rate permissible for incidental credit as allowed in terms of the National Credit Act, Act No. 34 of 2005, as amended from time to time, or any replacement legislation governing the charging of interest on overdue debts.

3.  ORDERS

 

  • The Customer may place orders with the Company, either in writing or verbally and each shall have the same legal binding effect upon the Customer.
  • The Company has the right to refuse an order or any part thereof from a Customer without having to provide any reason for such refusal.
  • Orders placed by the Customer on the Company for the supply of goods or services shall not be revocable once the Company has accepted an order and/or delivered the goods to the Customer or its public carrier, save that the Company may in its sole discretion agree to the cancellation of a sale against payment by the Customer of a cancellation fee equal to 10% (ten percent) of the gross sale price before any discount allowance is taken into account.
  • An order shall be deemed to have been accepted by the Company when it issues an invoice or pro forma invoice in respect of the goods or services ordered or part thereof.
  • A minimum order requirement is set to the value of 00, orders valued lower than the stipulated amount will not be processed.

4.  INCREASE IN PRICES

 It is recorded that any purchase price quoted to the Customer is based on the Company’s costs and expenses at the time of the quotation or the furnishing of such prices. Should any increase occur in the costs and expenses of importing and/or obtaining the goods, whether by reason of any increase in rail or road freight or shipping tariffs, sales tax, import or excise duties, difference in the rate of exchange from the date of quotation to the date of delivery then the purchase price of the goods to the Customer may at the discretion of the Company be increased by a proportionate amount to cover such increased costs and expenses.

 

5.  VIS MAJOR

 

  • The Customer shall not have any claim against the Company by reason of the Company’s failure to carry out its obligations in regard to any sale which failure arises as a result of vis major (which shall include political and/or civil disturbance, war, strike, riot, any act of God, or the actions of any State of Government authority, which is beyond the Company’s control).
  • Furthermore the Company shall not become liable in the event of any shortage of goods due to any trade embargo, strike, lockout at any factory or supplier and/or natural disaster which has the effect of disrupting supply or the normal flow of freight traffic.

6.  DELIVERY OF GOODS

 

  • Delivery shall be effected to the Customer at the business premises of the Company or, where applicable, by the handing over of the goods to the public carrier at the Company’s premises.
  • The Customer shall be responsible for the collection of the goods from the Seller’s premises and their delivery to the destination of the Customer.
  • The invoice number is required to be used as a reference on the waybill, failure to do so will result in delivery delays.
  • All risk in and to the goods shall pass to the Purchaser at the moment that the goods leave the premises of the Company
  • All dates quoted by the Company for the supply and/or delivery of the goods as the case may be are approximate only and time shall under no circumstances be of the essence unless the Company shall have agreed thereto in All collections or deliveries shall be subject to –
    • the ready availability of the goods;
    • the receipt of any orders and/or specifications from the Customer;
    • delivery taking place within a reasonable time of the goods becoming available to the Company from any importers/overseas supplier.

.

 

7.  PASSING OF RISK

All risk in and to the goods shall pass to the Customer upon the collection thereof by the Customer at the premises of the Company or upon the departure of the goods from the premises of the Company en route to the Customer irrespective of whether such goods are collected by the public carrier, or delivered by the Company itself.

 

8.  RESERVATION OF OWNERSHIP

Notwithstanding anything to the contrary herein contained, and notwithstanding delivery of any such goods to the Customer, the Company shall retain ownership thereof until it has received payment in full of the purchase price, any interest accrued thereon and all other charges and expenses in connection therewith from the Customer.

 

9.  COMPANY’S RIGHTS ON CUSTOMER DEFAULT

 

If the Customer should fail to pay the Company on due date any amount due to the Company or breach any other terms or condition of these conditions of sale then the Company shall have the following rights –

 

  • the Company may require that all amounts then owed by the Customer to the Company from any cause whatsoever and whether or not immediately due and payable shall become immediately due and payable by the Customer;
  • the Company may retain in its possession any part of any shipment of any goods due to the Purchaser which have not been dispatched;
  • the Company may terminate all and any credit facilities afforded to the Customer by the Company in respect of that particular purchase or of any other purchase;
  • The Company may retain any payment made by the Customer in connection with any other matter and appropriate such payment to the outstanding balance due in respect of the instant matter
  • The Company may advise any credit bureaux of the Customers

10.  CANCELLATION

 

The Company may at its sole and absolute discretion, cancel the contract or any portion thereof which has not been completed should –

  • the Customer commits any of the acts of insolvency as set out in the insolvency Act Number 24 of 1936 as amended;
  • the Customer fails to pay the amount due in terms of the contract on the due date;
  • such cancellation shall be without prejudice to the Company’s rights at common law to claim, in addition, any damages which it may have suffered as a result of such breach and/or of the cancellation of the contract by the Company.

11.  NO RELAXATION, ETC.

No action by the Company in permitting late payment or in accepting late payment at any stage shall stop the Company from requiring strict and punctual performance by the Customer of its obligations and there shall be no waiver or novation of this contract by reason of such indulgence of or acceptance of late payment by the Company.

 

12.  LAW OF THE CONTRACT

The law applicable to the interpretation and enforcement of this contract shall be the law of the Republic of South Africa, notwithstanding where the sale may have been concluded.

 

13.  JURISDICTION

The Customer agrees that the Company may at its option, institute any action against the Customer in any Magistrate’s Court in the Republic of South Africa having jurisdiction in regard to the person of the Customer in terms of Section 28 of the Magistrate’s Court Act Number 32 of 1944 as amended, notwithstanding that the amount in dispute may otherwise be beyond the jurisdiction of that Court.

Notwithstanding the above, the Company may at its entire option institute action in the Supreme Court of South Africa, in the Division having jurisdiction in regard to the dispute or claim.

 

14.  COSTS

It is agreed that in the event of the Company having to obtain any legal advice, or having to institute action or proceedings against the Customer for any breach of the Customer’s obligations in terms of these Conditions of Sale or to recover any overdue amount from the Customer, the Company shall be entitled to recover all its legal costs from the Customer including costs as between attorney and client as actually incurred by the Company.

 

15.  SPECIAL EXCLUSIONS

Specifications and prices The Company issues quotations, catalogues and price lists in respect of its goods in terms of the latest available manufacturer’s specifications and description of the goods. Under no circumstances shall the Company be liable for any changes made to such specifications and/or descriptions. Furthermore all prices quoted in any price lists and/or catalogues furnished by the Company are based on the ruling prices at the time of issue, and shall not bind the Company in respect of the contract price charged by the Company to the Customer at the time of invoicing.

 

16.  RETURN OF GOODS

Given the personal and intimate nature of the goods, and in the interests of public health and hygiene, the Company shall not be obliged to accept the return of any goods under any circumstances, save for manufacturing defects. Notwithstanding, the Company may at its sole discretion accept the return of such goods as are intact in their original unopened manufacturer’s packaging and the Customer may under such circumstances receive a refund subject to a handling fee equal to 10% (ten percent) of the retail price of the goods in question or R100, whichever amount is the greater.

  • The Customer shall be entitled to return at its cost goods that have failed due to manufacturing or material defects and shall be entitled at the Company’s election to either receive free of charge a replacement product of an identical or similar nature or to be refunded the full purchase price of such item(s).

17.  AGENTS AND THIRD-PARTY PLATFORMS

The Customer shall not, without Company’s prior written approval, act as a distributor or wholesaler or use a third-party retail platform or appoint agents to market, or sell goods bought from the Company.

 

18.  WARRANTIES/GUARANTEES

The Company does not warrant to the Customer that the goods are fit for the purpose sold and/or are free from any defects whether latent or patent. Wherever possible, the Company will endeavour to pass on the benefit of any manufacturer’s guarantee but apart there from there shall be no liability whatsoever attaching to the Company in respect of goods sold to the Customer. Under no circumstances shall the Company be liable for any consequential loss whatsoever.

 

19.  CERTIFICATE

The Customer acknowledges that a certificate signed by any senior manager of the Company (whose authority and appointment shall not be necessary to prove) shall be prima facie proof (sufficient evidence) of the amount of such indebtedness to the Company. Such certificate shall be sufficient proof of the Customer’s indebtedness for the purposes of provisional sentence and/or summary judgment proceedings against the Customer, or for any other purpose whatsoever.

 

20.  UNENFORCEABLE PROVISIONS

If any of these terms and conditions are unenforceable, illegal, void, or contrary to public policy then they will be considered to be legally separated from the rest of them. The rest of the provisions of these terms and conditions will, however, remain binding and enforceable and in full force and effect.