The supply of any Goods and Services provided by the Distributor to the Dealer are subject to these terms. By placing an Order with Distributor, The Dealer accepts these terms. The Dealer agrees that it has read and understands each term of the Agreement and accepts them as binding. The commercial terms of any transaction between the Distributor and the Dealer will be contained in an order in which these terms hereunder will be incorporated. The Order will prevail if there is a conflict of meaning. The Distributor reserves the right to refuse any person “Dealer” status in their sole discretion.
“Agreement” means the agreement between the Distributor and the Dealer, consisting of these terms and any others the Parties into.
“Dealer” means the purchaser of the goods and receiver of services from the Distributor.
“Distributor” means Frontosa Technologies (PTY) Ltd (2003/024584/07)
“Goods and Services” means the items listed in the Order or as ordered from the Distributor by the Dealer.
“Order” means a supplier quotation provided to the Dealer, that has been agreed to and signed by the Dealer and is subject to 3.1
“Writing” means any mode of reproducing information or data in electronic from that the parties agree to use (like pdf), but excludes information or data in the form of email.
“Consumer Protection Act” means Act 68 of 2008
“Parties” means a combination of the Distributor and the Dealer.
Validity: All quotations will be valid for acceptance thereof for a period of 48 hours (unless otherwise stipulated) from the date appearing on the quotation. The validity of any price stipulated in the quotation, will be subject to any increases in the cost price of the Goods to which the quotation pertains. Any quotation accepted by the Dealer must be communicated to the Distributor before the expiry of the aforementioned period.
Contents: The Dealer confirms that an invoice issued by it shows:
Goods and Services ordered by the Dealer
The prices agreed to by the Dealer, and
Where delivery has already taken place, that the Goods and Services were inspected and conform to the quality.
Inspection: It is the responsibility of the Dealer to determine that the Goods and Services ordered by the Dealer must be suitable for the intended purpose, unless the Distributor has expressly assured the Dealer and the Goods are suitable.
Proof of Delivery: Any delivery note (copy or original) signed by the Dealer and held by the Distributor will be conclusive proof that the delivery was made to the Dealer's absolute satisfaction and final decision.
Splitting of delivery: The Distributor may split the delivery and quantity of the Goods ordered.
Splitting of Invoice: The Distributor must invoice separately each delivery actually made.
Deemed Sold: All Goods taken on an approval basis by the Dealer will be considered sold if not returned within 10 business days after taking delivery thereof by the Dealer. All Goods taken on a consignment basis by the Dealer will be considered sold if not returned within 30 days of issue after taking delivery thereof by the Dealer.
Transport: If the Dealer engages a third party to transport the Goods on the Dealer's behalf it will do so on terms and conditions deemed fit by the Distributor at its exclusive and absolute discretion.
Indemnity: The Dealer indemnifies the Distributor against any claims arising from a third party delivery agreement as envisaged in 4.5.
Repair duration: In the case of repairs undertaken by the Distributor, repair times given are merely estimates and are not binding on the Distributor.
Warranties: All Goods supplied and delivered to the Dealer by the Distributor remain the property of the Distributor until they have been fully paid for. The Dealer is not entitled to sell or dispose of the unpaid Goods without the written consent of the Distributor. It is specifically agreed that ownership of the goods supplies will only pass to Dealer when paid in full.
Risk: The risk of damage or destruction of Goods passes to the Dealer on conclusion of the agreement of sale and delivery of the Goods ordered.
Returns: Goods sold which the Dealer finds to be unsuitable for a particular purpose, may be returned by the Dealer to receive a full credit within 10 business days after taking delivery thereof, which return is subject to the provisions of Section 20 of the Consumer Protection Act. Unopened Goods will not be subject to a charge (handling fee) levied by the Distributor. Opened Goods, repackaged and in its original packaging and condition, will be subject to a 10% handling fee. Goods may be returned after 10 business days but will incur a handling fee of 1% per day on top of a 10% fee. Goods returned after 30 days from invoice may be rejected.
Warranties: Section 57 of the Consumer Protection Act is applicable. Within 6 months of the delivery of any Goods by the Distributor to the Dealer, the Dealer may return the Goods to the Distributor, without penalty and at the Distributor’s risk and expense, if the Goods are found to be not same or of good quality and the Distributor shall at the direction of the Dealer, either repair or replace the failed, unsafe or defective Goods, or refund to the Dealer the price paid by the Dealer for the Goods. If the Distributor repairs any particular Goods or any component of any such Goods, and within 3 months after that repair, failure, defect or unsafe feature had not been remedied or a further failure, defect or unsafe feature is discovered, the Distributor must replace the Goods or refund to the Dealer the price paid by the Dealer for the Goods. Any repair or maintenance work, including the labour required to install any new or reconditioned part, will be warranted for a period of 3 months after the date of installation, repair or maintenance.
Refunds: Due to Company policy, no refunds will be processed, the balance owed will be credited to the relevant account
The Distributor is not liable for consequential damages. Any consequential damages must be taken up with the manufacturer of the Goods
Fees: The Dealer agrees to the standard rates of the Distributor for any Goods or Services rendered, which can be obtained on request from the Distributor.
Due date: The Dealer agrees to pay the amount on the invoice at the offices of the Distributor
Cash on order, Or
Within the agreed credit period after credit is approved and invoice is issued.
Withholding of payment: The Dealer cannot withhold payment for any reason.
Set-off: The dealer is not entitled to set off any amount due to the Distributor.
Right to sell to defray costs: The Dealer agrees that any item handed in for repair may be sold by the Distributor to defray cost if the item remains uncollected within 30 days of the repair being completed.
Right to take action: The Dealer agrees that if an amount is not settled in full when it the payment is due, the Distributor is:
Entitled to immediately institute legal action against the Dealer with cost on an attorney and own client scale;
to cancel the agreement and take possession of any Goods delivered to the Dealer and claim damages.
Proof of indebtedness: A certificate issued by the Distributor and signed on its behalf by any duly authorised representative be prima facie proof of indebtedness of the Dealer.
Interest: Interest will be payable on any monies due to the Distributor at 2% above the prime rate of the Distributors Banker's listed overdraft rate from the date if fall due. In the case of late payment, interest will be calculated from the date of delivery of the Goods to which the indebted interest pertains.
Cancellation: In the event of cancellation, the Dealer will be liable to pay
The difference between the selling price and the value of the Goods at the time of repossession and
All other costs incurred in the repossession of the Goods
Valuation: The value of repossessed Goods will be deemed to be the value placed on them by any sworn Valuator after the repossession and such valuation will be prima facie proof of value.
Indemnity: The Dealer indemnifies the Distributor against any damage relating to the removal of repossessed Goods.
Liability for legal fees: The Dealer will be liable to the Distributor for all legal expenses (including collection fees) on the attorney-and-client scale of an attorney and counsel incurred by the Distributor in the event of a
Default by the Dealer or
Any litigation in regard to the validity and enforceability of this agreement and
Any collection or valuation fees incurred
Breach: A claim under this contract will not arise unless the Dealer has handed the Distributor 30 days written notice by prepaid registered post to rectify any defect or breach of contract.
Domicilim: The Parties choose as their domicilim citandi et executandi (the address for the serving and delivery of legal documents) the listed address on any order.
Delivery: Any document will be deemed duly delivered within
5 days of prepaid registered mail to any Party's business or postal addresses or to the personal address of any director or member or owner of the Dealer.
On being delivered by hand to any party or any director, member or owner of the Dealer.
Parties not liable: No party will be responsible for any breach of this Agreement caused by circumstances beyond its control, including flood, fire, earthquake, war, tempest, hurricane, industrial action, government restrictions or acts of God.
Distributor affected to notify the Dealer: if there is any event or force majeure which affects the Distributor, the Distributor will inform the Dealer immediately, and they will meet within seven days to negotiate other ways to carry out the affected responsibilities of the Distributor under this Agreement. The Distributor will continue complying and giving effect to its responsibilities which are not affected by the circumstances to which the force majeure pertains.
Distributor's right to cancel: If the Distributor cannot fulfil a material (significant) part of its contractual responsibilities under this Agreement for more than 60 days because of force majeure, the distributor may cancel the Agreement by written notice to the Dealer within 10 days after the aforesaid 60 days period lapses.
Entire Agreement: The Agreement is the entire agreement between the parties on the subject.
Changes: No changes to this Agreement are effective unless reduced to in writing and signed with a handwritten signature by authorised signatories of both parties.
Waiver (giving up rights): Any favour the Distributor may allow the Dealer will not affect or substitute any of the Distributor's rights against the Dealer.
Jurisdiction: The Distributor will have the right to institute any action at is sole discretion in either the Magistrate's Court or the Supreme Court having Competent jurisdiction.
Severability: the invalidity of any part of this contract will not affect the validity of any other part which may be found not to be binding on either the Distributor or the Dealer.
