CONDITIONS OF SALE

In these Conditions of Sale “the Supplier” shall mean Prostat CC and “the Customer” shall mean the person/enterprise/company with whom the Supplier contracts, unless otherwise stated. The Customer hereby agrees as follows:

Any period or date of dispatch quoted is given and intended as an estimate only. The Supplier shall not, under any circumstances, be liable for any loss or damage arising either directly or indirectly out of delays related to the dispatch of goods.

All risk/s pertaining to goods supplied shall be deemed to have passed to the Customer on delivery of goods to the Customer, either 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 has been paid.

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 (3) business days following delivery.

The Supplier shall neither be responsible for any loss of mass or volume of products while in transit, whether this is occasioned as a result of drying or evaporation nor for any damage suffered by the Customer relating to mass and quality or non-delivery of goods where such delivery is effected by a third party.

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.

In the event that the Supplier agrees to effect delivery by its own vehicle/s or those of a transport contractor to the Customer at its place of business, then offloading will be effected by the Customer’s own employees at the sole risk of the Customer who will be responsible for any and all damage of whatsoever nature caused by or as a result of such offloading. The Supplier’s employees may, if requested, assist with such offloading, but only at the sole risk of the Customer.

When the Customer collects goods from the Supplier using its own or its agent’s transport, then such collection will be entirely at the Customer’s own risk and the Customer will be liable for any and all damage of whatsoever nature caused as a result of or during such collection.

Ownership of all returnable containers shall remain vested in the Supplier at all times. The Customer will be required to pay a deposit for each container, which deposit will be refunded in part to the Customer on return of the container to the Supplier in good condition, together with cap, fair wear and tear accepted. A small differential will be retained for cleaning costs.

All goods and materials are supplied to and shall be accepted by the Customer voetstoets without warranty, either express or implied, against patent or latent defects and on the particular understanding that the Supplier do not expressly or by implication warrant or represent that such goods or materials are suitable for the purpose for which they are bought or for any other particular purpose.

Without prejudice to the aforementioned, where it is established to the satisfaction of the Supplier that goods delivered by the Supplier contained at the time of receipt by the Customer some defect in quality (not being caused by any act or neglect on the part 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 (14) days after delivery thereof, or at the Supplier’s option, that the goods are made available for inspection by the Supplier’s representative.

The Customer agrees to abide by the credit terms granted by the Supplier; credit terms shall at all times be at the sole discretion of the Supplier and may be altered or abolished at any time without prior notice to the Customer.

Subject to clause 20 hereof, if the 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.

Under no circumstances whatsoever shall the Supplier at any time be held liable for any claims for in direct or consequential damages or loss (including loss of profit) that may be sustained or incurred by the Customer, or for any 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, 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.

Consignor declaration:

I/We hereby declare that the contents of this consignment are fully and accurately described on the invoice provided by the proper name, and are classified, packaged, marked and labelled in all respects in proper condition for transportation, in accordance with the applicable requirements.

Consignee Warranty:

I shall, at all times, during the duration of the agreement, comply with the duties and responsibilities of the consignee as required in terms of Chapter VIII of the National Road Travel Act 1996 (Act 93 of 1996) and the standard specifications and codes of practice incorporated in the Act including the requirements of SABS 0263, where applicable.

The employee signing for the receipt of the goods or substances, on behalf of the consignee, must be duly trained as a qualified person, and is authorised to sign this declaration on behalf of the consignee.

The use of flavours and fragrances may be subject to legislative limits and has to be verified before use.

The Customer agrees to test all flavours and fragrances prior to use in order to verify the shade and strength, failing which the Supplier shall not be liable for any loss or damage under any circumstances.

The Customer agrees to test all flavours and fragrances in a final application to ensure suitability and stability – no warranty is given or implied by the Supplier in this respect.

If any provision of these conditions of sale is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of these conditions of sale.

Breach;  if the Customer defaults in the punctual payment of any monies as it falls due in terms of these conditions of sale; or fails to comply with any of these conditions of sale of, or its obligations hereunder; or commits any act of insolvency, or being a natural person, assigns, surrenders or attempts to assign or surrender his estate; or allows a default judgement to remain unsatisfied for a period of seven (7) days or be refused rescission within fourteen (14) days of any default judgement, or is sequestrated or placed under judicial management or wound up, whether provisionally or finally; or abandons the goods supplied; or compromises with any of its creditors or endeavours or attempts to do so; or makes any incorrect or untrue statement or representations in connection with these conditions of sale or the Customer’s financial affairs or any particulars relevant thereto; or breaches any rights, hereunder, then and upon the occurrence of any of these events the Supplier may elect without prejudice to any of its rights to;

Immediately terminate this agreement, take possession of the goods supplied, retain all amounts already paid by the Customer and claim all amounts which are in arrears at date of termination together with as pre-estimated liquidated damages; or

Without terminating this agreement, claim immediate payment of all amounts which are due in terms of these conditions of sale until the earliest possible date on which this agreement could have terminated by notice, all of which shall be immediately due and payable. The Supplier shall, pending payment of those amounts, be entitled to be possessed of the goods supplied and to retain possession thereof on condition that against such full payment the Supplier shall return the goods to the Customer.

The Customer shall pay the Supplier interest on any amounts owing in terms of sub-clause (a) and (b) at 6% above the publicly quoted prime interest rate of the Supplier’s bankers at the nominal annual rate compounded monthly.  Said interest shall accrue from due date for payment to date of payment receipt by Supplier.

The Supplier may appropriate any payments made by or on behalf of the Customer to any indebtedness of whatsoever nature of the Customer to the Supplier.

All legal costs and expenses, including any collection commission, disbursements and attorney-and-client charges which the Supplier may reasonably incur in consequence of any default by the Customer of any of these conditions of sale, shall whether or not any legal action or suit shall have been instituted, be payable by the Customer to the Supplier within thirty (30) days after demand in addition and without prejudice to any other right the Supplier may have in terms hereof.

The Supplier may revise these conditions of sale from time-to-time. Revised conditions of sale will apply from the date of the publication of the revised conditions of sale on the Supplier’s website.

These conditions of sale constitute the entire agreement between the Customer and the Supplier and supersede all previous agreements in respect hereof.

These conditions of sale will be governed by and construed in accordance with South African law and any disputes relating to these conditions of sale will be subject to the exclusive jurisdiction of the courts of South Africa.