1. SUPPLY, DISTRIBUTION AND TERMS OF PAYMENT
1.1 In terms hereof “Customer” shall mean the entity completing the credit application, “Supplier” shall mean Liquid Concepts Trading (Pty Ltd, and “Parties” shall mean the Customer and the Supplier.
1.2 The agreed price for the products will be advised in advance and the Supplier reserves the right to vary the pricing herein on 30 calendar days’ notice.
1.3 The Parties shall agree in advance on the payment terms applicable:
1.3.1 30-day Accounts - All payments are to be made within 30 days from date of statement
1.4 The Customer may dispute the correctness of a statement sent by the Supplier within three working days of the statement being sent, failing which it shall be deemed that the statement is correct.
1.5 In the event of the Customer defaulting in making payment of any amount that has become due and owing then the full balance outstanding (whether due or not) will immediately become due and payable without notice to the Customer.
1.6 The Customer agrees that a certificate issued by a director of the Supplier or a duly appointed agent setting out the amount owed by the customer, shall be sufficient proof of the content thereof for all purposes, including any application for judgement or summary judgement in any competent court.
2. ORDERS / DELIVERY AND COLLECTION OF PRODUCTS:
2.1 Orders must then be placed no less than two (2) business days prior to the need for said products, which orders should not materially deviate from the forecasts.
2.2 Any orders placed shall be deemed final and binding on the Supplier upon written notice being forwarded accepting the order or on dispatch of the order.
The Supplier may not decline an order unless exceptional circumstances dictate that it is compelled to do so.
2.3 The Supplier shall take all reasonable steps to dispatch the ordered products within two (2) business days from the date of the placing of the order, in relation to local deliveries, and within five (5) business days from the date of the placing of the order for outer lying areas requiring the use of a courier service.
2.4 The Supplier records that all products sold and delivered shall pass or have passed the specifications as listed in any prescribed manufacturing procedure before delivery, that all products shall meet or have met all the requirements as per prevailing legislation and shall be suitable and satisfactory for the purposes for which they are being sold.
2.5 The Customer shall be responsible for inspecting the goods and report back upon delivery and recording any defective or missing products on day of delivery. Failure to do so shall constitute prima facie proof that the products so delivered were received in good order and shall entitle the Supplier to issue an invoice.
2.6 All complaints or concerns regarding the products are to be communicated to the Supplier who shall exercise its best efforts to resolve the dispute.
2.7 If the Customer submits that the product delivered was defective in any way, the Supplier will submit said products for independent testing. During the testing process, the Supplier will immediately replace the products with new products.
2.8 If the report from the independent tests reveals that the products were in fact defective, the Supplier will pass a credit for defective stock and the customer will only be liable to pay for the replacement stock. If the independent tests reveal that the products were not defective, as at date of delivery, the Customer will be liable to pay for the original stock delivered as well as the replacement stock.
2.9 Risk and benefit in the products pass to the Customer on dispatch from the Supplier’s warehouse and ownership passes on full payment.
2.10 Signature by the Customer or by any representative of the Customer of the Supplier’s delivery note shall be regarded as acceptance by the Customer that the goods reflected in such delivery note have been properly and completely delivered.
2.11 The Customer hereby confirms that the products and/or services on the Tax invoice issued duly represent the products and services ordered by the Customer at the prices agreed to by the Customer and where performance/delivery has already taken place that the services and/or products were inspected, and that the Customer is satisfied that these conform in all respects to the quality and quantity ordered and are free from any defects.
2.12 The delivery dates agreed to are given in good faith and all reasonable effort will be made to comply with them, but they shall be treated as approximate only and shall not be made the essence of the contract.
3. PROTECTION OF PERSONAL INFORMATION ACT:
3.1 In line with the requirements of the Protection of Personal Information Act 4 of 2013 (“POPIA”), the Supplier: Accepts responsibility and accountability to responsibly manage and protect the Customer’s personal information, in the performance of its contractual obligations herein and the furtherance of the Customer’s legitimate interests.
3.2 Undertakes to collect and access personal information directly from the Customer or from a third party with the Customer’s prior and written approval (unless a legal exclusion exits) whilst respecting the Customer’s right to withdraw consent for the processing of personal information, update personal information and request the deletion of outdated information.
3.3 Undertakes to only collect and process personal information that is necessary for the performance of its contractual obligations and to market existing products and services (to which the Customer hereby consents).
3.4 Undertakes not to share personal information with any third party, other than the information which needs to be disclosed to relevant service providers (for example couriers), the Credit Guarantee Insurance Corporation and the Supplier’s own bankers to whom debtor’s books are ceded. The Customer consents to these disclosures subject to the Supplier minimising the amount of information provided to the narrowest extent possible.
3.4.1 Undertakes to be open and transparent regarding the personal information being collected, the reason for and manner of collection of such information.
3.4.2 Undertakes to safeguard and protect personal information in the Supplier’s possession; and
3.4.3 Undertakes not to retain personal information longer that is required by the relevant legislation governing the legal sector.
3.5 The Supplier confirms its commitment to compliance with POPIA as is furthermore evidenced in the Supplier’s full Privacy Policy.
3.6 The Supplier or any of its duly appointed agents may perform a credit search on the Customer’s or its director’s credit records with one or more of the registered Credit Bureaus when assessing the Customer’s application for credit; record the existence of the Customer’s account with any Credit Bureau and record details of how the Customer is conducting its account under this agreement and that any defaults in payment to the Supplier may be disclosed to the any Credit Bureau and contact any person named herein to determine whether or not to grant the Customer credit facilities.
4. BREACH
4.1 In the event of either party being in default or committing a breach in terms of this agreement and remaining in default or failing to remedy the breach for a period of 10 (ten) days after dispatch of written demand to remedy, the innocent party shall be entitled to:
4.1.1 cancel the agreement and claim restitution; alternatively.
4.1.2 claim immediate performance by the defaulting party of all its obligations in terms hereof.
4.1.3 in either case without prejudice to their right to claim all damages.
4.1.4 claim collection commission, mora interest and legal costs on an attorney-own client scale.
5. DOMICILIA AND NOTICES
5.1 The Customer choose the address and contact details set out in the Application for Credit Facilities as their domicilium citandi et executandi for the purposes of giving of any notice, the serving of any process and for any purpose arising from this agreement.
5.2 Any notice or communication required or permitted to be given in terms of this agreement will be valid and effective only if in writing.
5.3 Either party may, by written notice to the other party, change its chosen domicilium to another physical address, postal address, or e-mail address, provided that the change will become effective on the fourteenth day after receipt of the notice by the addressees.
5.4 Any notice to a party may be delivered by e-mail
6. GENERAL:
6.1 The headings of the clauses herein are for the purpose of convenience and reference only and shall not be used in the interpretation of, nor modify, nor amplify the terms of this agreement nor any clause hereof.
6.2 Unless expressly stated otherwise, words terms or expressions which denote:
6.2.1 The singular shall also indicate the plural and vice versa.
6.2.2 Any gender shall incorporate the other genders and the neutral.
6.2.3 A natural person shall include a reference to juristic persons in whichever form inferred from the context and vice versa.
6.3 The terms and conditions hereof shall be applicable to all transactions between the parties.
6.4 These terms shall be interpreted in accordance with, subject to and enforced in terms of the laws of the Republic of South Africa.
6.5 This contents hereof, and the documents to which these contents are attached, constitutes the entire agreement between the parties and supersedes any agreement entered between the parties on the same or substantially the same subject matter.
6.6 No amendment, variation or cancellation of these terms shall be of any force or effect unless reduced to writing and signed by both parties.
6.7 No relaxation or indulgence offered by any one party to another, or the failure by any one party to completely enforce its rights in terms of this agreement, or the law in general, shall in any way prejudice that specific party or any other party from exercising its complete and unrestricted rights in terms of this agreement or in terms of the law.
6.8 The customer agrees and consents (in terms of Section 45 of the Magistrates Court Act 32 of 1944 as amended) that the Supplier may institute any action in the jurisdiction of the relevant Magistrates Court, notwithstanding that the amount of the claim may exceed such jurisdiction.
6.9 The signatories hereto warrant and confirm that they are entitled, by virtue of due authority granted, to bind the respective parties hereto by their signature, that their authority need not be proven, and that this agreement shall not be invalidated by mere virtue of a signatory not having the authority to bind the respective party hereto.
6.10 Should any clause herein be deemed invalid for whatever reason, such clause shall be severed, and the remainder hereof shall continue to be of full force and effect.
6.11 The Customer shall not be permitted to assign, cede, or delegate any of their rights or obligations in terms hereof without the written consent of the Supplier.
6.12 The Customer indemnifies and waives any claim that may be brought against the Supplier in consequences of provided goods being defective and causing any damage whatsoever, whether through accident or negligence, gross negligence, or any other cause.
6.13 The parties hereby expressly agree that they do not intend for this agreement to constitute a franchise agreement, joint venture, partnership agreement, or any similar agreement, and that no terms inherent in said agreements can or should be implied herein.
6.14 Each of the parties hereto acknowledge that they have been free to secure independent legal and other relevant advice as to the nature and effect of all the provisions of this agreement and that they have either taken such independent legal and/or other advice or have dispensed with the necessity of doing so.
6.15 Furthermore, each of the parties hereto acknowledge that all the provisions of this agreement and the restrictions herein contained are fair and reasonable in all the circumstances and are part of the overall intention of the parties in connection with this agreement.
6.16 The Parties acknowledge and agree that they have not relied in any way upon any information and/or advice given by the other Party in the preparation, negotiation and/or implementation of this agreement and have taken all reasonable actions to satisfy themselves as to the consequences of entering into this agreement as well as all necessary facts relevant to the transaction encapsulated herein.
6.17 The Parties hereby warrant and record that they are capable and willing of complying with the terms of this agreement, that there exists no legal hindrance or prohibition rendering this agreement invalid or unenforceable and that the terms hereof do not infringe on the rights of any third party.
6.18 Any statutory or other legislative provision shall be construed as including any statutory or legislative modification or re-enactment thereof, or any provision enacted in substitution therefore and any reference to an enactment is to that enactment as at the date of signature hereof and as amended or re-enacted from time to time.