“The Seller” shall mean MAVROMAC (PTY) LIMITED. “The Purchaser” shall mean the person whose name is reflected overleaf. “The Goods” shall mean all and any goods sold by the Seller to the Purchaser. “The Parties” shall mean the Purchase and Seller referred to collectively. “This Agreement” shall mean these conditions of sale.
The Purchaser acknowledges that all prices are subject to exchange rate fluctuation and accordingly agrees that should the Seller have issued to the Purchaser a quotation the terms of which are at variance with the terms shown on the Seller’s invoice, then in that event the latter shall supersede the former which shall be of no force or effect.
The purchaser acknowledges that time is not of the essence in respect of the sale and delivery of the Goods and that the seller shall not be liable for any damages and/or loss howsoever arising from late delivery of the goods.
Each delivery shall be deemed to be a separate contract in respect of the Goods forming the subject matter of such delivery.
The Goods shall be deemed to have been delivered by the Seller to the Purchaser as soon as they shall have left the premises of the Seller.
All risk in the goods shall pass to the Purchaser upon the Goods leaving the premises of the Seller.
Should the goods become damaged or lost while in transit from the Seller to the Purchaser, the Seller shall not be liable whatsoever for any damages suffered by the Purchaser (whether direct, indirect or consequential) and the purchaser shall remain liable to discharge its obligations in terms of this agreement.
The Purchaser shall pay for all freight carrier and transport cost incurred in transporting the Goods from the Seller to the Purchaser and the Purchaser agrees that the Seller in its own and absolute discretion shall be entitled to select and engage such carrier.
The Purchaser agrees that any liability the seller may have arising from the sale and delivery of the goods shall be limited to an amount not exceeding the purchase price paid by the purchaser for the goods.
All and any claims which may be levied by the Purchaser against the seller shall not be recognised 5 days after delivery of the goods.
The Seller reserves the right to refuse to accept the return of any goods sold and delivered including and particularly any goods which have been cut and/or damaged.
Ownership of the Goods shall vest in the seller and not pass to the Purchaser until all amounts owing by the Purchaser to the Seller (whether in terms of this agreement between the parties) shall have been received by the seller.
No order shall be valid unless in writing.
In the event of the Seller accepting an oral order, then in that event, the purchaser waives and abandons all claims in respect of any alleged errors pertaining to such order and shall have no claim whatsoever in respect of the goods thus ordered and the sellers invoice shall constitute Prima Facie proof in respect of the goods thus ordered and the Purchaser agrees that the seller shall not be liable for any alleged errors in respect of such an order.
The Purchaser agrees that all orders the seller receives from the purchaser may not be cancelled or withdrawn without the seller’s written consent, and that the seller will suffer damages if the purchaser purports so to cancel or withdraw. The purchaser accepts liability for all such damages and that the seller’s invoice shall constitute prima facie proof of the amount of same, which the purchaser shall pay on demand.
The price payable by the Purchaser for the goods shall be the amount reflected on the Seller’s invoice and which shall become due and payable immediately upon the Seller presenting the invoice to the Purchaser.
The Seller may in its sole and absolute discretion require the Purchaser to make to it a payment in advance of the Seller giving execution to the Purchaser’s order, and the Seller shall not be obliged to perform until it shall have received such advance payment.
The Purchaser shall not apply any deduction or set off in respect of any payment due by it to the seller.
The Purchaser agrees that a certificate issued by the accounting officer of the Seller shall constitute prima facie proof of any balance due at any time by the Purchaser to the Seller, and the Purchaser shall bear the onus to prove the incorrectness of such balance.
In the event of the Purchaser failing to effect any payment on due date, or should the Purchaser commit an act of insolvency or be liquidated either provisionally or finally, then in that event all and any amounts owing by the Purchaser to the Seller shall immediately become due and payable and the Seller shall be entitled (without prejudice to any other rights it may have and without notice to the Purchaser) to cancel this agreement and any other/s between it and the Purchaser and to enter upon the Purchaser’s premises so as to recover possession of the Goods.
The Purchase hereby irrevocably and in remsuam cedes, pledges, assigns, transfers and makes over unto and in favour of the Seller all the Purchaser’s rights, titles, interests, claims and demands in and to all the Purchaser’s claims of whatsoever nature and description and however arising which the Purchaser may now or at any time hereafter have against all and any person, companies, corporations, firms, partnerships, associations, syndicates and other legal personae whomsoever (“The Purchaser’s debtors”) without exception as continuing covering security for the due payment of every sum of money which may now or at any time hereafter be or become owing by the Purchaser to the Seller from whatsoever cause arising and for the due performance of every other obligation howsoever arising which the Purchaser may be or become bound to perform in favour of the Seller.
The Purchaser hereby undertakes that if and whenever the Seller will so require. The Purchaser will not later than the 7th day of every month, deliver to the Seller a schedule supplied by a Director of all amounts which will have been owing to the Purchaser by the Purchaser’s debtors on the last day of the preceding month reflecting thereon the amounts so owing by each debtor and the name and last known address of such debtor.
Whether or not The Purchaser’s debtors will have been notified of the cession, of all sums of money which the Purchaser will collect from the Purchaser’s debtors or any of them shall be collected and received by the Purchaser as agents on the Seller’s behalf provided that the Seller shall be entitled at any time to terminate the Purchaser’s mandate to collect all or any such sums of money, and that with effect from the termination of such mandate the Purchaser will cease to collect or receive any payments on account of the debts in respect of which the Purchaser’s mandate has been terminated.
The Purchaser agrees that the Seller shall be entitled at any time or times hereafter to give notice of this cession to all or any of the Purchaser’s debtors and to take such steps as they may deem fit to recover the amounts respectively owing by debtors to the Purchaser from time to time and for the time being provided that the Seller shall be obliged to refund any amounts to the Purchaser which is in excess of the amount to which the Purchaser will at that stage be indebted to the company.
The Purchaser warrants that the Seller will at all times while this cession remains in force be entitled through its duly authorised representatives to inspect all or any of the Purchaser’s records relating to any of the debts covered by this cession.
Should it transpire that the Purchaser has entered into prior deeds of cession or otherwise disposed of any of the right, title and interest in and to any of the debts which will from time to time be subject to this cession, then this cession shall operate as a cession of all the Purchaser’s revisionary rights.
The Purchaser agrees that the Seller shall be entitled (although not obliged) to institute any proceedings arising from this agreement in the Magistrate’s court having jurisdiction, notwithstanding that the amount claimed may be in excess of the jurisdication of such Court, and the Purchaser accepts liability for all of the legal costs incurred by the Seller on the scale as between attorney and own client in respect of any cause whatsoever arising out of this agreement.
This agreement together with the Seller’s invoice constitutes the whole agreement between the parties, and the agreement shall not be varied other than by properly executed written document.
No indulgences, extension of time, relaxation or latitude which the Seller may show, grant or allow to the Purchaser shall constitute a waiver by the Seller of any of its rights and the Seller shall not thereby be prejudiced or estopped from exercising any of its rights against the Purchaser which may have arisen in the past or which might arise in the future.
The purchaser acknowledges that any representations, mispresentations, omissions or agreements made or omitted by the Seller, its employees or agents shall be of no force or effect and that the Seller makes no warranties whatsoever in respect of the goods.
The Purchaser acknowledges that all goods are sold subject to these conditions of Sale, which shall apply notwithstanding any contrary provisions contained in any other document.
The invalidity or unenforceability for any reason of any provision/s of this agreement shall not effect the validity, or enforceability of any of the other provisions of same.
If the Purchaser is a company, close corporation, firm, partnership, trust or other legal entity, or non-natural legal person, or if the person who signs this instrument overleaf acts as an agent for a principal (whether disclosed or not), the person who signs the instrument overleaf -
warrants that he is a director, member, partner or proprietor of the said legal entity and that he is authorized so to do on behalf of the Purchaser, and
binds himself as surety for and co-principal debtor in solidum with the Purchaser for the due and proper performance by the Purchaser of all the Purchaser’s obligations to the Seller in terms hereof, the signatory agreeing that
